Canada Goose
Annual Report 2022

Plain-text annual report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 3, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report Commission file number 001-38027 CANADA GOOSE HOLDINGS INC. (Exact name of Registrant as specified in its charter) N/A (Translation of Registrant’s name into English) British Columbia (Jurisdiction of incorporation or organization) 250 Bowie Ave Toronto, Ontario, Canada M6E 4Y2 (Address of principal executive offices) David M. Forrest General Counsel 250 Bowie Ave Toronto, Ontario, Canada M6E 4Y2 Tel: (416) 780-9850 -1- (Name, telephone, email and/or facsimile number and address of Company contact person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Subordinate voting shares Trading Symbol(s) GOOS Name of each exchange on which registered New York Stock Exchange Title of each class Subordinate voting shares Name of each exchange on which registered New York Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act: None (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report: At April 3, 2022, 54,190,432 subordinate voting shares and 51,004,076 multiple voting shares were issued and outstanding. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ☒ No Note—checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those sections. 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). ☒ Yes ☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer ☒ Accelerated Filer ☐ Non-Accelerated Filer ☐ Emerging growth company ☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐ -2- † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ Other ☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18 If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No -3- Canada Goose Holdings Inc. Table of Contents INTRODUCTION CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE ITEM 3. KEY INFORMATION ITEM 4. INFORMATION ON THE COMPANY ITEM 4A. UNRESOLVED STAFF COMMENTS ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS ITEM 8. FINANCIAL INFORMATION ITEM 9. THE OFFER AND LISTING ITEM 10. ADDITIONAL INFORMATION ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES PART II ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS ITEM 15. CONTROLS AND PROCEDURES ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT ITEM 16B. CODE OF ETHICS ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT ITEM 16G. CORPORATE GOVERNANCE ITEM 16H. MINE SAFETY DISCLOSURE ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS PART III ITEM 17. FINANCIAL STATEMENTS ITEM 18. FINANCIAL STATEMENTS ITEM 19. EXHIBITS EXHIBIT INDEX SIGNATURES FINANCIAL STATEMENTS -4- 5 6 8 8 8 8 32 36 36 86 104 109 109 109 125 125 126 126 126 126 126 126 126 127 127 127 128 128 129 130 130 130 131 131 133 F-1 INTRODUCTION Unless otherwise indicated, all references in this Annual Report on Form 20-F to “Canada Goose,” “we,” “our,” “us,” “the company” or similar terms refer to Canada Goose Holdings Inc. and its consolidated subsidiaries. We publish our consolidated financial statements in Canadian dollars. In this Annual Report, unless otherwise specified, all monetary amounts are in Canadian dollars, all references to “$,” “C$,” “CDN$,” “CAD$,” and “dollars” mean Canadian dollars and all references to “US$” and “USD” mean U.S. dollars. This Annual Report on Form 20-F contains our audited consolidated financial statements and related notes for the years ended April 3, 2022, March 28, 2021 and March 29, 2020 (“Annual Financial Statements”). Our Annual Financial Statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). Our fiscal year is a 52 or 53-week reporting cycle with the fiscal year ending on the Sunday closest to March 31. Each fiscal quarter is 13 weeks for a 52-week fiscal year. The additional week in a 53-week fiscal year is added to the third quarter. Fiscal 2022 is the first 53-week fiscal year, ending on April 3, 2022, and the additional week was added to the third quarter ended January 2, 2022. Unless otherwise indicated in this Annual Report, all references to: "fiscal 2020" are to the 52-week period ended March 29, 2020; "fiscal 2021" are to the 52-week period ended March 28, 2021; and "fiscal 2022" are to the 53-week period ended April 3, 2022. As described herein, certain comparative figures have been reclassified to conform with the fiscal 2022 presentation. Trademarks and Service Marks This Annual Report contains references to a number of trademarks which are our registered trademarks or trademarks for which we have pending applications or common law rights. Our major trademarks include the CANADA GOOSE word mark and the ARCTIC PROGRAM & DESIGN trademark (our disc logo consisting of the colour-inverse design of the North Pole and Arctic Ocean) as well as the BAFFIN word mark and BAFFIN Half Maple Leaf design trademark. Solely for convenience, the trademarks, service marks and trade names referred to in this Annual Report are listed without the ®, (sm) and (TM) symbols, but we will assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names. -5- CAUTIONARY NOTE REGARDING FORWARD‑LOOKING STATEMENTS This Annual Report contains forward-looking statements. These statements are neither historical facts nor assurances of future performance. Instead, they are based on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, and other future conditions. Forward-looking statements can be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” and other similar expressions, although not all forward-looking statements contain these identifying words. These forward-looking statements include all matters that are not historical facts. They appear in many places throughout this Annual Report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, business prospects, growth, strategies, expectations regarding industry trends and the size and growth rates of addressable markets, our business plan and growth strategies, including plans for expansion to new markets and new products, expectations for seasonal trends, and the industry in which we operate. Certain assumptions made in preparing the forward-looking statements contained in this Annual Report include: • • • • • • our ability to continue operating our business amid the societal, political and economic disruption caused by the novel coronavirus pandemic (“COVID-19”) and recent and ongoing geopolitical events; our ability to implement our growth strategies; our ability to maintain strong business relationships with our customers, suppliers, wholesalers and distributors; our ability to keep pace with changing consumer preferences; our ability to protect our intellectual property; and the absence of material adverse changes in our industry or the global economy. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We believe that these risks and uncertainties include, but are not limited to, those described in the “Risk Factors” section of this Annual Report and other risk factors described herein which include, but are not limited to, the following risks: • • risks and global disruptions associated with the ongoing COVID-19 pandemic and geopolitical events, which may further affect general economic and operating conditions; additional potential closures or retail traffic disruptions impacting our retail stores and the retail stores of our wholesale partners as a result of COVID-19; • we may not open retail stores or expand e-Commerce access on our planned timelines; • we may be unable to maintain the strength of our brand or to expand our brand to new products and geographies; • unanticipated changes in the effective tax rate or adverse outcomes from audit examinations of corporate income or other tax returns; -6- • • our indebtedness may adversely affect our financial condition; an economic downturn and general economic conditions (for example, inflation and rising interest rates) may further affect discretionary consumer spending; • we may not be able to satisfy changing consumer preferences; • • • global political events, including the impact of political disruptions and protests, which may cause business interruptions; our ability to procure high quality raw materials and certain finished goods globally; our ability to forecast our inventory needs and to manage our product distribution networks; • we may not be able to protect or preserve our brand image and proprietary rights; • • • the success of our business strategy; our ability to manage our exposure to data security and cyber security events; fluctuations in raw material costs, interest rates and currency exchange rates; and • we may be unable to maintain effective internal controls over financial reporting. Although we base the forward-looking statements contained in this Annual Report on assumptions that we believe are reasonable, we caution you that actual results and developments (including our results of operations, financial condition and liquidity, and the development of the industry in which we operate) may differ materially from those made in or suggested by the forward-looking statements contained in this Annual Report. Additional impacts may arise that we are not aware of currently. The potential of such additional impacts intensifies the business and operating risks that we face, and should be considered when reading the forward-looking statements contained in this Annual Report. In addition, even if results and developments are consistent with the forward-looking statements contained in this Annual Report, those results and developments may not be indicative of results or developments in subsequent periods. As a result, any or all of our forward-looking statements in this Annual Report may prove to be inaccurate. We have included important factors in the cautionary statements included in this Annual Report on Form 20-F, particularly in Section 3.D of this Annual Report on Form 20-F titled “Risk Factors”, that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. No forward-looking statement is a guarantee of future results. Moreover, we operate in a highly competitive and rapidly changing environment in which new risks often emerge. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. You should read this Annual Report and the documents that we reference herein and have filed as exhibits hereto completely and with the understanding that our actual future results may be materially different from what we expect. The forward-looking statements contained herein are made as of the date of this Annual Report, and we do not assume any obligation to update any forward-looking statements except as required by applicable laws. -7- PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable. ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable. ITEM 3. KEY INFORMATION -8- A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors Risks Related to our Business Our business has been and may continue to be adversely affected by the global coronavirus outbreak. Our global operations, and those of the third parties upon whom we rely, have experienced and may continue to experience disruptions from the outbreak of COVID-19. To date, they have included mandatory and elective shut-downs of retail and manufacturing operations, a decrease in domestic and international retail traffic, and a decrease in the capacity of our network, including in our facilities, due to distancing measures required, reductions in operating hours and limited occupancy levels. The countries in which our products are manufactured, distributed or sold are in varying stages of restrictions and reopening in response to COVID-19. Certain jurisdictions have begun reopening following precautionary measures while other jurisdictions have returned to further restrictions and closures in the face of a rising number of COVID-19 cases. There is significant uncertainty and we anticipate that we will continue to have material adverse impacts on our business, financial condition and results of operations as a result of the global COVID-19 pandemic. These and other potential impacts make it more challenging for management to estimate the future performance of our business. While we cannot predict the specific impacts to our business, financial condition and results of operations, we do expect such impacts to continue to be significantly negative. These impacts will depend on future developments, which are highly uncertain and out of our control, including, among others, the duration and intensity of the COVID-19 pandemic, the introduction of new variants and mutations, the continued efficacy of vaccination programs, the subsequent resumption of all business operations and the full recovery of retail traffic globally. Additional impacts may arise that we are not aware of currently. The potential of such additional impacts intensifies the business and operating risks that we face, and should be considered when reading the additional risk factors below. A downturn in the global economy, including as a result of recent geopolitical events, general economic conditions such as inflation, and the COVID-19 outbreak worldwide, will likely affect or has substantially affected and will likely continue to affect, consumer purchases of discretionary items, which could materially harm our sales, profitability and financial condition. Our sales are significantly affected by changes in discretionary spending by consumers. Many factors outside our control influence and affect the level of consumer spending for discretionary items. These factors include actual and perceived economic conditions, interest and tax rates, inflation, energy prices, the availability of consumer credit, disposable consumer income, unemployment and consumer confidence in future economic conditions. Consumer purchases of discretionary items, such as our outerwear, tend to decline during recessionary periods when -9- disposable income is lower. During our history, we have experienced recessionary periods, but we cannot predict the effect of future recessionary periods on our sales and profitability. A downturn in the economy in markets in which we sell our products or unfavourable changes related to interest rates, rates of economic growth, fiscal and monetary policies of governments, inflation, deflation, tax rates and policy, unemployment trends, energy prices, and other matters that influence the availability and cost of merchandise, consumer confidence or spending may materially harm our sales, profitability and financial condition. Recent geopolitical events and general economic conditions, such as rising inflation, has led to a slow-down in certain segments of the global economy and affected the amount of discretionary income available for certain consumers to purchase our products. If global economic and financial market conditions persist, our sales could decrease, and our financial condition and results of operations could be adversely affected. Unstable political conditions, civil unrest, armed conflicts or events of extreme violence, including the ongoing conflict and any escalation thereof between Russia and Ukraine, may disrupt commerce globally and could negatively affect our business and results of operations. Our growth strategy continues to involve expansion of our Direct-to-Consumer (“DTC”) channel, including retail stores and e-Commerce, which may present risks and challenges. Our business has continued to evolve from one in which we only distributed products on a wholesale basis for resale by others to a multi-channel distribution model. As of April 3, 2022, our DTC channel includes 56 national e-Commerce markets and 41 directly operated permanent retail stores across North America, Europe, and Asia Pacific. While store operations have largely resumed over fiscal 2022 across our global store network, retail store traffic remains below pre-pandemic levels as at April 3, 2022. Furthermore, some jurisdictions in which we operate are facing a rising number of COVID-19 cases, which has led or may lead to further closures and reduced operating hours. As of April 3, 2022, 5 of our 41 directly operated permanent retail stores globally were temporarily closed. Our global DTC expansion has been the largest driver of operational and financial growth historically. We expect this to continue in the future. Growing our e-Commerce platforms and number of retail stores is essential to our future strategy. This strategy has and will continue to require significant investment in cross-functional operations and management focus, along with investment in supporting technologies and retail store spaces. If we are unable to provide a user-friendly, convenient and consistent experience for our customers, our ability to compete and our results of operations could be adversely affected. In addition, if our e-Commerce platforms or retail store formats do not appeal to our customers, reliably function as designed, or maintain the privacy of customer data, or if we are unable to consistently meet our brand promise to our customers, we may experience a loss of customer confidence or lost sales, or be exposed to fraudulent purchases, which could adversely affect our reputation and results of operations. To the extent our e-Commerce business grows, we will need an increasing amount of IT infrastructure to continue to satisfy consumer demand and expectations. If we fail to effectively scale and adapt our e-Commerce platform to accommodate increased consumer demand, our business may be subject to interruptions, delays or failures and consumer demand for our products and digital experiences could decline. Our failure to successfully respond to these risks might adversely affect sales and order flow in our e-Commerce business, as well as adversely impact our reputation and brand. Furthermore, with our increasing retail footprint, lower profitability levels at new or existing retail stores will adversely affect our margins. -10- We are also subject to different and evolving local laws and regulatory requirements in the various jurisdictions in which we operate. In particular, we are subject to different and evolving laws and orders governing social distancing related to the COVID- 19 pandemic, the operation and marketing of e-Commerce websites, as well as the collection, storage and use of information on consumers interacting with those websites. We may incur additional costs and operational challenges in complying with these laws, and differences in these laws may cause us to operate our businesses differently in different territories. If so, we may incur additional costs and may not fully realize the investment in our global DTC expansion. Our business depends on our strong brand, and if we are not able to maintain and enhance our brand we may be unable to sell our products, which would adversely affect our business. The Canada Goose name and brand image are integral to the growth of our business, and to the implementation of our strategies for expanding our business. We believe that the brand image we have developed has significantly contributed to the success of our business and is critical to maintaining and expanding our customer base. Maintaining and enhancing our brand may require us to make substantial investments in areas such as product design, store openings and operations, marketing, e- Commerce, community relations and employee training, and these investments may not be successful. We anticipate that, as our business continues to expand into new markets and new product categories and as the market becomes increasingly competitive, maintaining and enhancing our brand may become difficult and expensive. Conversely, as we penetrate these new markets and our brand becomes more widely available, it could potentially detract from the appeal stemming from the scarcity of our brand. Our brand may also be adversely affected if our public image or reputation is tarnished by negative publicity. In addition, ineffective marketing, product diversion to unauthorized distribution channels, product defects, counterfeit products, unfair labour practices, and failure to protect the intellectual property rights in our brand are some of the potential threats to the strength of our brand, and those and other factors could rapidly and severely diminish consumer confidence in us. Maintaining and enhancing our brand will depend largely on our ability to be a leader in our industry and to continue to offer a range of high quality products to our customers, which we may not execute successfully. Any of these factors could harm our sales, profitability or financial condition. A key element of our growth strategy is expansion of our product offerings into new product categories. We may be unsuccessful in designing products that meet our customers’ expectations for our brand or that are attractive to new customers. If we are unable to anticipate customer preferences or industry changes, or if we are unable to modify our products on a timely basis or expand effectively into new product categories, we may lose customers or fail to gain new customers. Our ability to successfully implement our growth strategy may be affected by the continuing impacts of the COVID-19 pandemic, such as periods of mandatory store closures and voluntary or mandated social distancing, and global economic contraction, including as a result of ongoing geopolitical uncertainty. As we expand into new geographic markets, consumers in these new markets may be less compelled by our brand image and may not be willing to pay a higher price to purchase our products as compared to traditional outerwear. Our operating results would also suffer if our investments and innovations do not anticipate the needs of our customers, are not appropriately timed with market opportunities or are not effectively brought to market. -11- Because our business is concentrated on a single, discretionary product category, outerwear, we are vulnerable to changes in consumer preferences that could harm our sales, profitability and financial condition. In fiscal 2022, our main product category, outerwear represented the majority of our sales. Consumer preferences often change rapidly. Therefore, our business is substantially dependent on our ability to attract customers who are willing to pay a premium for our products. Any future shifts in consumer preferences away from spending for our products would also have a material adverse effect on our results of operations. In addition, we believe that continued increases in sales of outerwear will largely depend on customers continuing to demand technical superiority from their products. If the number of customers demanding outerwear does not continue to increase, or if our customers are not convinced that our products are more functional or stylish than other outerwear alternatives, we may not achieve the level of sales necessary to support new growth platforms and our ability to grow our business will be severely impaired. Our indebtedness could adversely affect our financial condition. As of April 3, 2022, we had $191.8m of unused commitments under our Revolving Facility (as defined below) and no principal borrowings outstanding, $370.8m of term loans under our Term Loan Facility (as defined below), and no amounts owing under the Mainland China Facilities (as defined below) for total indebtedness of $370.8m. As at April 3, 2022, cash on hand was $287.7m (March 28, 2021 - $477.9m). We also generally experience significant fluctuations in our aggregate indebtedness and working capital over our operating cycle due to the seasonality in our business. Our debt could have important consequences, including: • • • • • limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements and increasing our cost of borrowing; requiring a portion of our cash flow to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flow available for working capital, capital expenditures, acquisitions and other general corporate purposes; requiring the net cash proceeds of certain equity offerings to be used to prepay our debt as opposed to being applied for other purposes; exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under our senior secured credit facilities, are at variable rates of interest; and limiting our flexibility in planning for and reacting to changes in the industry in which we compete. The credit agreements governing our senior secured credit facilities contain a number of restrictive covenants that impose operating and financial restrictions on us, including restrictions on our ability to incur certain liens, make investments and acquisitions, incur or guarantee additional indebtedness, pay dividends or make other distributions in respect of, or repurchase or redeem our shares, or enter into certain other types of contractual arrangements affecting our subsidiaries or indebtedness. In addition, the restrictive covenants in the credit agreement governing our Revolving Facility require us to maintain a minimum fixed charge coverage ratio if excess availability under our Revolving Facility falls below a specified threshold. If we are unable to comply with these restrictions and covenants at times and to the extent they are applicable, including as a result of events beyond our control, we may risk an event of default under the credit facilities, which could accelerate the payment of any amounts then due, and limit our ability to incur future borrowings under the credit facilities, either of which could have a material adverse effect on our business. -12- Although the credit agreements governing our senior secured credit facilities contain restrictions on the incurrence of additional indebtedness, those restrictions are subject to a number of qualifications and exceptions and the additional indebtedness incurred in compliance with those restrictions could be substantial. We may also seek to amend or refinance one or more of our debt instruments to permit us to finance our growth strategy or improve the terms of our indebtedness. We operate in a highly competitive market and the size and resources of some of our competitors may allow them to compete more effectively than we can, resulting in a loss of our market share and a decrease in our revenue and profitability. The market for outerwear is highly fragmented. We compete against a wide range of brands and retailers. Many of our competitors have significant competitive advantages, including larger and broader customer bases, more established relationships with a broader set of suppliers, greater brand recognition, larger product offering, greater financial resources, more established research and development processes, a longer history of store development, greater marketing resources, more established distribution processes, and other resources which we do not have. Our competitors may be able to achieve and maintain brand affinity and market share more quickly and effectively than we can. Our competitors may also be able to increase sales in their new and existing markets faster than we can by emphasizing different distribution channels than we can. If we fail to compete with such competitors, our business, financial condition and performance could be materially adversely affected. If we are unable to manage our operations at our current size or to manage any future growth effectively, the pace of our growth may slow. The countries in which our products are made, manufactured, distributed or sold are in varying stages of restrictions and reopening in response to COVID-19. Until all restrictions, regulations and recommended precautions imposed by local authorities globally are lifted we may continue to experience material adverse impacts on our business, financial condition and results of operations as a result of the global COVID-19 pandemic. If our operations continue to grow, of which there can be no assurance, we will be required to continue to expand our sales and marketing, product development, manufacturing and distribution functions, to upgrade our management information systems and other processes, and to obtain more space for our expanding administrative support and other personnel. Continued or fluctuating growth could strain our resources, and we could experience operating difficulties, including difficulties in hiring, training and managing an increasing number of employees and manufacturing capacity to produce our products, and delays in production and shipments. These difficulties may result in the erosion of our brand image, divert the attention of management and key employees and impact financial and operational results. In order to continue to expand our DTC channel, we expect to add selling, general & administrative (“SG&A”) expenses and depreciation and amortization expenses to our cost base. These costs, which include lease commitments, headcount and capital assets, could result in decreased margins if we are unable to drive commensurate DTC revenue growth. Our financial performance is subject to significant seasonality and variability, which could cause the price of our subordinate voting shares to decline. Our business is affected by a number of factors common to our industry and by other factors specific to our business model, which drive seasonality and variability. Historically, key metrics, including those related to our growth, profitability and financial condition, have fluctuated significantly across fiscal periods. We expect this to continue in the future. -13- Consumer purchases of outerwear are heavily concentrated in the Fall / Winter season. As a result, the majority of our DTC revenue is recognized in the third and fourth fiscal quarter. Our wholesale revenue is weighted earlier in the second and third fiscal quarters, when most orders are shipped to wholesale partners in time for the Fall/Winter season. Our net income is typically negative in the first quarter and reduced or negative in the fourth quarter. Guided by expected demand in both channels, we manufacture on a linear basis throughout the fiscal year, while adding capacity where relevant to our manufacturing network, resulting in the buildup and staging of inventory for future periods. These dynamics cause significant fluctuations in our working capital, cash conversion, and leverage throughout the fiscal year. At certain points in time, our inventory has increased at a significantly higher rate than our historical revenue growth in the same period. Historical results, especially comparisons across fiscal quarters, should not be considered indicative of the results to be expected for any future periods. In addition to the seasonality of demand for our products, our financial performance is influenced by a number of factors which are difficult to predict and variable in nature. These include input cost volatility, the timing of consumer purchases and wholesale deliveries which very often shift between fiscal quarters, demand forecast accuracy, inventory availability and the evolution of our channel mix, as well as external trends in weather, traffic and discretionary consumer spending. A number of other factors which are difficult to predict could also affect the seasonality or variability of our financial performance. Therefore, you should not rely on the results of a single fiscal quarter as an indication of our annual results or future performance. If we fail to attract enough new customers, we may not be able to increase sales. Our success depends, in part, on our ability to attract new customers. In order to expand our customer base, we must appeal to and attract consumers who identify with our brand and products. We have made significant investments in enhancing our brand and attracting new customers. We expect to continue to make significant investments to promote our current products to new customers and new products to current and new customers, including through our e-Commerce platforms and retail store presence. Such marketing investments can be expensive and may not result in increased sales. Further, as our brand becomes more widely known, we may not attract new customers as we have in the past. If we are unable to attract enough new customers, we may not be able to increase our sales. Our sales and results of operations could be adversely affected by our decision to go fur-free. In fiscal 2022, we announced that we were going fur-free and committed to cease manufacturing with fur by no later than the end of 2022. As a result of this decision, we may lose some of our existing customers or they could choose to buy fewer products. We may also fail to attract enough existing or new customers to purchase our other fur-free products. Even if we expand our product offering and manufacture products that are attractive to our customers, there is no guarantee we will be able to fully convert our fur-product sales into fur-free product sales. If we are unable to replace fur product sales with fur-free sales, if we are unable to sell leftover inventory with fur and/or if we are required to write down inventory as a result of this decision, our sales and results from operations may be adversely affected. Our business may be adversely affected by global climate trends. A significant portion of our business is highly dependent on cold-weather seasons and patterns to generate consumer demand for our products. Consumer demand for our products may be negatively affected to the extent global climate patterns trend warmer, reducing typical patterns -14- of cold-weather events or increasing weather volatility, which could have an adverse effect on our financial condition, results of operations or cash flows. Our plans to improve and expand our product offerings may not be successful, and implementation of these plans may divert our operational, managerial and administrative resources, which could harm our competitive position and reduce our revenue and profitability. In addition to our global DTC expansion plans, we are growing our business by expanding our product offerings outside down- filled jackets, including windwear, rainwear, apparel, fleece, accessories and footwear. The principal risks to our ability to successfully carry out our plans to expand our product offering include: • • • • the success of new products and new product lines will depend on market demand and there is a risk that new products and new product lines will not deliver expected results, which could negatively impact our future sales and results of operations; if our expanded product offerings fail to maintain and enhance our distinctive brand identity, our brand image may be diminished and our sales may decrease; implementation of these plans may divert management’s attention from other aspects of our business and place a strain on our management, operational and financial resources, as well as our information systems; and incorporation of novel materials or features into our products may not be accepted by our customers or may be considered inferior to similar products offered by our competitors. In addition, our ability to successfully carry out our plans to expand our product offerings may be affected by economic and competitive conditions, changes in consumer spending patterns (including reductions in discretionary consumer spending as a result of geopolitical events or general economic downturns) and changes in consumer preferences and styles. These plans could be abandoned, could cost more than anticipated and could divert resources from other areas of our business, any of which could negatively impact our competitive position and reduce our revenue and profitability. Unexpected obstacles in new markets may limit our expansion opportunities and cause our business and growth to suffer. Our growth strategy has led to our expansion into markets outside of North America, including in developing markets. There are varying regulatory environments and market practices in these regions, and such regulations may be unfamiliar to us and we may experience unexpected barriers. It may take us time to penetrate or successfully operate in any new market. In connection with our expansion efforts we may encounter obstacles, including cultural and linguistic differences, differences in regulatory environments, economic or governmental instability, labour practices and market practices, difficulties in keeping abreast of market, business and technical developments, and foreign customers’ tastes and preferences. In developing markets, potential challenges include relatively higher risk of political instability, economic volatility, crime, corruption and social unrest. Such challenges may be exacerbated in many cases by uncertainties regarding how local law is applied and enforced, and with respect to judiciary and administrative mechanism. Furthermore, global events such as pandemics, the related governmental, private sector and individual and collective consumer responsive actions and any subsequent waves of outbreaks of COVID-19 after the management of the initial outbreak, has and could continue to reduce traffic, result in temporary or permanent closures of stores, offices, and factories, and could negatively impact the flow of goods. For example, in response to the ongoing COVID- 19 pandemic, local and national governments in many -15- countries have implemented regional quarantines and mandated the closure of nonessential businesses, which has halted traffic in certain markets. We may also encounter difficulty expanding into new international markets because of limited brand recognition leading to delayed acceptance of our outerwear by customers in these new international markets. Our failure to develop our business in new international markets or disappointing growth or inadequate management of risks outside of existing markets could harm our business and results of operations. We rely on a limited number of third-party suppliers to provide high quality raw materials and are reliant on international shipping which could be disrupted and subject to increasing costs. Our products require high quality raw materials, including polyester, nylon, blend fabrics and down. The price of raw materials depends on a wide variety of factors largely beyond the control of Canada Goose. A shortage, delay or interruption of supply for any reason, including delays caused by the ongoing COVID-19 pandemic and global supply chain issues, could negatively impact our sales and have an adverse impact on our financial results. In addition, while our suppliers, in turn, source from a number of sub-suppliers, we rely on a very small number of direct suppliers for certain raw materials. As a result, any disruption to these relationships could have an adverse effect on our business. Events that adversely affect our suppliers could impair our ability to obtain inventory in the quantities and at the quality that we require. Such events include difficulties or problems with our suppliers’ businesses, finances, labour relations, shipping, ability to import raw materials, costs, production, insurance and reputation, as well as natural disasters, public health emergencies or other catastrophic occurrences. Our supply of raw materials, for example, could be disrupted by the impact of the ongoing COVID-19 pandemic, and responsive actions such as border closures, restrictions on product shipments, and travel restrictions. A significant slowdown in the retail industry as a whole as a result of the ongoing COVID-19 pandemic, may also result in bankruptcies or permanent closures of some of our suppliers and other vendors. Furthermore, there can be no assurance that our suppliers will continue to provide fabrics and raw materials or provide products that are consistent with our standards. Finally, raw materials and shipping costs have and may continue to increase as a result of inflation, recent geopolitical uncertainty and supply chain issues. Any such increases could adversely impact our financial performance if we are unable to offset such increases with price increases on our products. More generally, if we need to replace an existing supplier, additional supplies or additional manufacturing capacity may not be available when required on terms that are acceptable to us, or at all, and any new supplier may not meet our strict quality requirements. In the event we are required to find new sources of supply, we may encounter delays in production, inconsistencies in quality and added costs as a result of the time it takes to train our suppliers and manufacturers in our methods, products and quality control standards. Any delays, interruption or increased costs in the supply of our raw materials could have an adverse effect on our ability to meet customer demand for our products and result in lower sales and profitability both in the short and long-term. We could experience significant disruptions in supply from our current sources and any disruptions of our supply chain could have a material adverse effect on our operating and financial results. We generally do not enter into long-term formal written agreements with our suppliers, and typically transact business with our suppliers on an order-by-order basis. There can be no assurance that there will not be a disruption in the supply of raw materials and certain finished goods from current sources or, in the event of a disruption, that we would be able to locate -16- alternative suppliers of materials or finished goods of comparable quality at an acceptable price, or at all. Identifying a suitable supplier is an involved process that requires us to become satisfied with their quality control, responsiveness and service, financial stability and labour and other ethical practices. Any delays, interruption or increased costs in the supply of fabric or manufacture of our products, including as a result of the ongoing COVID-19 pandemic, could have an adverse effect on our ability to meet customer demand for our products and result in lower revenue and operating income both in the short and long- term. In addition, while we have not been materially affected by the ongoing global supply chain disruptions in fiscal 2022, any disruptions in our supply chain capabilities, including due to the impacts of the COVID-19 pandemic, trade restrictions, political instability, severe weather and natural disasters, war, labour shortages, reduced freight availability and increased costs, port disruptions and other factors, could impair our ability to distribute or manufacture products. These factors are beyond our control and to the extent we are unable to mitigate the likelihood or potential impact of such events, there could be a material adverse effect on our operating and financial results. Our business and results of operations could be harmed if we are unable to accurately forecast demand for our products. To ensure adequate inventory supply, we forecast inventory needs, which are subject to seasonal and quarterly variations in consumer demand. If we fail to accurately forecast demand, we may experience excess inventory levels or a shortage of product. Our ability to forecast accurately has become increasingly important as we have expanded our DTC channel globally and could be affected by many factors outside of our control, including an increase or decrease in consumer demand for our products or for products of our competitors, our failure to accurately forecast consumer acceptance of new products, product introductions by competitors, unanticipated changes in general market conditions and, therefore, consumer spending in the sector (for example, because of unexpected effects on inventory supply and consumer demand), and weakening of economic conditions or consumer confidence in future economic conditions. In our wholesale channel, a majority of orders delivered in a given fiscal year are received in the prior fiscal year, enabling us to manufacture inventory relative to a defined order book. In the DTC channel, we manufacture according to our forecasts of consumer demand. If we overestimate the demand for our products, we could face inventory levels in excess of demand, which could result in inventory write-downs or write-offs and the sale of excess inventory at discounted prices, which would harm our gross margins and our brand management efforts. The potential for overestimation is expected to increase as a larger portion of our sales comes through our DTC channel, and as we expand our product offerings. If we underestimate the demand for our products, we may not be able to produce products to meet demand, and this could result in delays in the shipment of our products and our failure to capitalize on demand, as well as damage to our reputation and wholesale partner relationships. In addition, failures to accurately predict the level of demand for our products could harm our profitability and financial condition. If we are unable to establish and protect our trademarks and other intellectual property rights, counterfeiters may produce copies of our products and such counterfeit products could damage our brand image. We expect that there is a high likelihood that counterfeit products or other products infringing on our intellectual property rights will continue to emerge, seeking to benefit from the consumer demand for Canada Goose products. These counterfeit products do not provide the functionality of our products and we believe they are of substantially lower quality, and if customers are not able to differentiate between our products and counterfeit products, this could damage our brand image. In order to protect our brand, we devote significant resources to the registration -17- and protection of our trademarks and to anti-counterfeiting efforts worldwide. We actively pursue entities involved in the trafficking and sale of counterfeit merchandise through legal action or other appropriate measures. In spite of our efforts, counterfeiting still occurs and, if we are unsuccessful in challenging a third-party’s rights related to trademark, copyright or other intellectual property rights, this could adversely affect our future sales, financial condition and results of operations. We cannot guarantee that the actions we have taken to curb counterfeiting and protect our intellectual property will be adequate to protect the brand and prevent counterfeiting in the future or that we will be able to identify and pursue all counterfeiters who may seek to benefit from our brand. Competitors have and will likely continue to attempt to imitate our products and technology and divert sales. If we are unable to protect or preserve our intellectual property rights, brand image and proprietary rights, our business may be harmed. As our business has expanded, our competitors have imitated, and will likely continue to imitate, our product designs and branding, which could harm our business and results of operations. Competitors who manufacture products seeking to imitate our products could divert sales and dilute the value of our brand. We believe our trademarks, copyrights and other intellectual property rights are extremely important to our success and our competitive position. However, enforcing rights to our intellectual property may be difficult and costly, and we may not be successful in stopping infringement of our intellectual property rights, particularly in foreign countries, which could make it easier for competitors to capture market share. Intellectual property rights necessary to protect our products and brand may also be unavailable or limited in certain countries. Furthermore, our efforts to enforce our trademarks, copyrights and other intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our trademark and other intellectual property rights. Continued sales of competing products by our competitors could harm our brand and adversely impact our business, financial condition and results of operations. Labour-related matters, including labour disputes, may adversely affect our operations. In fiscal 2022, 4 of our in-house manufacturing and warehouse facilities in Winnipeg voted to unionize. As of April 3, 2022, approximately 46% of our employees are members of labour unions, comprised of active employees at 7 of our 10 operated manufacturing and warehouse facilities (comprised of 8 manufacturing facilities, 1 warehouse facility and 1 Baffin manufacturing facility). The exposure to unionized labour in our workforce presents an increased risk of strikes and other labour disputes, and our ability to alter labour costs will be subject to collective bargaining, which could adversely affect our results of operations. In addition, potential labour disputes at independent factories where our goods are produced, shipping ports, or transportation carriers create risks for our business, particularly if a dispute results in work slowdowns, lockouts, strikes or other disruptions during our peak manufacturing, shipping and selling seasons. Any potential labour dispute, either in our own operations or in those of third parties, on whom we rely, could materially affect our costs, decrease our sales, harm our reputation or otherwise negatively affect our sales, profitability or financial condition. The majority of our workforce is composed of manufacturing employees based in the provinces of Ontario, Manitoba and Québec, a sizeable portion of whom are paid minimum wage rates based on the applicable provincial minimum wage, as well as a number of other benefits including variable pay components. Many jurisdictions, including certain Canadian provinces, either have increased or plan to increase their minimum wage and other benefits requirements, which may materially increase our manufacturing costs. Minimum wage increases such as the foregoing may not only increase the wages of our minimum wage employees, but also the wages paid to our other hourly or salaried employees who, in recognition of their tenure, performance, responsibilities and other similar considerations, historically received a rate of pay -18- exceeding the applicable minimum wage. Further, if we fail to pay such higher wages, we could suffer increased employee turnover. It is difficult to predict when such increases may take place and any such increase could have a material adverse effect on our business, financial condition, results of operations and prospects. Further, the risks to our business due to a pandemic or other public health emergency, such as the ongoing COVID-19 pandemic, include risks to employee health and safety, prolonged restrictive measures put in place in order to control the crisis and limitations on travel, which may result in temporary shortages of staff or unavailability of certain employees or consultants with key expertise or knowledge of our business and, impact on workforce productivity. We rely significantly on information technology systems for our distribution systems and other critical business functions, and are increasing our reliance on these functions as our DTC channel expands. Any failure, inadequacy, or interruption of those systems could harm our ability to operate our business effectively. We rely on information systems to effectively manage all aspects of our business, including merchandise planning, manufacturing, allocation, distribution, sales and financial reporting. Our reliance on these systems, and their importance to our business, will increase as we expand our DTC channel and global operations. We rely on a number of third parties to help us effectively manage these systems. If information systems we rely on fail to perform as expected, our business could be disrupted. The failure by us or our vendors to manage and operate our information technology systems as expected could disrupt our business, result in not providing adequate product, losing sales or market share, and reputational harm, causing our business to suffer. Any such failure or disruption could have a material adverse effect on our business. Our information technology systems and vendors also may be vulnerable to damage or interruption from circumstances beyond our or their control, including fire, flood, natural disasters, systems failures, network or communications failures, power outages, public health emergencies, security breaches, cyber-attacks and terrorism. For example, we have implemented a hybrid work- from-home policy for our corporate workforce in North America and Europe. This increase in working remotely could increase our cyber security risk, create data accessibility concerns, and make us more susceptible to communication disruptions, any of which could adversely impact our business operations. We maintain disaster recovery procedures intended to mitigate the risks associated with such events, but there is no guarantee that these procedures will be adequate in any particular circumstance. As a result, such an event could materially disrupt, and have a material adverse effect on, our business. A portion of our sales are to wholesale partners, directly and through distributors, and we depend on them to display and present our products to customers in our wholesale channel. Our failure to maintain and further develop our relationships with our wholesale partners could harm our business. A portion of our sales are made to wholesale partners, either directly or indirectly, through distributors. Our wholesale partners service customers by stocking and displaying our products and explaining our product attributes. Our relationships with these partners are important to the authenticity of our brand and the marketing programs we continue to deploy. If we fail to maintain and develop relationships with our wholesale partners, they could decide to emphasize products from our competitors, to redeploy their retail floor space to other product categories, or to take other actions that reduce their purchases of our products. We do not receive long-term purchase commitments from our wholesale partners, and confirmed orders received from our wholesale partners may be difficult to enforce. Factors that could affect our ability to maintain or expand our sales to these wholesale partners include: (a) failure to accurately identify the needs of our customers; (b) lack of customer acceptance of new -19- products, product expansions or changes in products (for example, resulting from our announcement in fiscal 2022 that we would cease manufacturing with fur by no later than end of 2022); (c) unwillingness of our wholesale partners and customers to attribute premium value to our new or existing products or product expansions relative to competing products; (d) failure to obtain shelf space from our wholesale partners; and (e) new, well-received product introductions by competitors. If we lose any of our wholesale partners, or if they reduce their purchases of our existing or new products, or their number of stores or operations are reduced, or they promote products of our competitors over ours, or they suffer financial difficulty or insolvency, our sales and profitability could be harmed. We cannot ensure that our wholesale partners will continue to purchase and carry our products in accordance with current practices or carry any new products that we develop particularly in light of the ongoing COVID-19 pandemic. The recent decline in the overall retail sector, including ongoing disruptions related to COVID-19, has been challenging for our wholesale partners. Due to COVID-19 and the related reduction in available credit insurance, we increased the amount of risk we undertook with respect to collecting payments from our wholesale partners. Such conditions, among other things, have resulted, and in the future may result, in financial difficulties leading to restructurings, bankruptcies, liquidations and other unfavorable events for our wholesale partners and may cause such partners to reduce or discontinue orders of our products or be unable to pay us for products they have purchased from us. This has caused us to negotiate shortened payment terms and reduce credit limits in certain cases. If the overall retail environment continues to decline or if one or more of our wholesale partners is unable or unwilling to meet our payment terms, our business and results of operations could be harmed. Our marketing programs, our e-Commerce initiatives and our collection, use and disclosure of transactional and personal information about our customers are governed by an evolving set of laws and enforcement trends and unfavorable changes in those laws or trends, or our failure to comply with existing or future laws, could substantially harm our business and results of operations. We collect, process, disclose, maintain and otherwise use data, including personal information about individuals, including data available to us through online activities and other customer interactions in our business. Our current and future marketing programs may depend on our ability to collect, maintain, disclose and otherwise use this information, and our ability to do so is subject to evolving and increasingly demanding international, U.S., Canadian, Chinese, European and other laws, including for example, the European Union’s General Data Privacy Regulation, the California Consumer Privacy Act, Canada’s Personal Information Protection and Electronic Documents Act and China’s Personal Information Protection Law. These information and privacy laws require companies to satisfy new requirements regarding the handling of personal information, including its use, protection and the ability of persons whose data is stored to access, correct or delete such data about themselves. Failure to comply with such requirements could result in significant penalties. We strive to comply with all applicable laws and other legal obligations relating to privacy, data protection and customer protection, including those relating to the collection, use and disclosure of personal information for marketing purposes. It is possible, however, that these requirements may be inconsistent from one jurisdiction to another, may conflict with other rules, may conflict with our practices or fail to be observed by our employees or business partners. If so, we may suffer damage to our reputation and be subject to proceedings or actions against us by governmental entities or others. Any such proceeding or action could hurt our reputation, force us to spend significant amounts to defend our practices, distract our management or otherwise have an adverse effect on our business. Certain of our marketing practices rely upon the sending of commercial electronic messages, including e-mails, to communicate with consumers. We may face risk if our use of commercial -20- electronic messages is found to violate applicable laws and regulations. We post our privacy policies and practices concerning the collection, use and disclosure of personal information on our websites. Any failure by us to comply with our posted privacy policies or other privacy-related laws and regulations could result in proceedings which could potentially harm our business. In addition, as information and privacy laws and anti-spam laws change, we may incur additional costs to ensure we remain in compliance. If information and data privacy laws and anti-spam laws become more restrictive at the international, federal, provincial or state levels, our compliance costs may increase, our ability to effectively engage customers via personalized marketing may decrease, our investment in our e-Commerce platform may not be fully realized, our opportunities for growth may be curtailed by our compliance burden and our potential reputational harm or liability for breaches may increase. Data security breaches and other cyber security events could result in disruption to our operations or financial losses and could negatively affect our reputation, credibility and business. As with other companies, we and our service providers are subject to risks associated with data security breaches and other cyber security events. We collect, process, maintain and use personal information relating to our customers and employees. We also disclose personal information about consumers and employees to third party service providers, who help us with our business operations, including the operation of our e-Commerce site and the provision of various social media tools and websites we use as part of our marketing strategy. Any attempted or actual unauthorized disclosure of personal information regarding our employees, customers or website visitors could harm our reputation and credibility, reduce our e-Commerce sales, impair our ability to attract website visitors, reduce our ability to attract and retain customers and could result in litigation against us or the imposition of significant fines or penalties. Our online activities, including our e-Commerce websites, may also be subject to denial of service or other forms of cyber attacks. While we have taken measures we believe are reasonable to protect against those types of attacks, those measures may not adequately protect our online activities from such attacks. If a denial of service attack or other cyber event were to affect our e-Commerce sites or other information technology systems, our business could be disrupted, we may lose sales or valuable data, and our reputation, results of operations and financial condition may be adversely affected. Additionally, new and evolving data protection legislation could impose new requirements such as shorter notification timeframes that could increase the risks associated with data security breaches. We have procedures and technology in place designed to safeguard our customers’ debit and credit cards and our customers’ and employees’ other personal information under our control, and we continue to devote significant resources to network security, backup and disaster recovery, and other security measures. Nevertheless, these security measures cannot provide absolute security or guarantee that we will be successful in preventing and responding to breaches, loss, theft, or unauthorized access, disclosure, copying, use, or modification of personal information under our control. As consumers are gaining more data privacy awareness, in the future there may be new foreign, federal, provincial and state laws and legislative proposals addressing data privacy and security, as well as increased data protection obligations imposed on merchants by credit card issuers. As a result, we may become subject to more extensive requirements to protect the personal information that we collect, use and disclose, resulting in, for example, increased compliance costs. -21- A significant portion of our business functions operate out of our headquarters in Toronto. As a result, our business is vulnerable to disruptions due to local weather, economics and other factors. Most of our significant business functions reside at our headquarters in Toronto, Canada. Events such as public health emergencies, including the ongoing COVID-19 pandemic, extreme local weather, natural disasters, transportation strikes, acts of terrorism, significant economic disruptions or unexpected damage to the facility have resulted and could result in an unexpected disruption to our business as a whole. If a disruption of this type should occur, our ability to conduct our business could be adversely affected or interrupted entirely and adversely affect our financial and operating results. Our success is substantially dependent on the continued service of our senior management. Our success is substantially dependent on the continued service of our senior management, including Dani Reiss, who is our Chairman and Chief Executive Officer. The loss of the services of our senior management could make it more difficult to successfully operate our business and achieve our business goals. We also may be unable to retain existing management, technical, sales and client support personnel that are critical to our success, which could result in harm to our customer and employee relationships, loss of key information, expertise or know-how and unanticipated recruitment and training costs. We have not obtained key man life insurance policies on any members of our senior management team. As a result, we would not be protected against the associated financial loss if we were to lose the services of members of our senior management team. Talent management, employee retention and experience are important factors in our success. Our future success also depends on our ability to attract, develop, and retain talent with the necessary knowledge, skills and experience and establish a positive work culture to maintain operations and ensure we are competitive in our industry. Competition for experienced and well-qualified personnel is intense amidst a tight labour market with labour shortages and increased wage expectations. We, or the suppliers and service providers we rely on, may not be successful in attracting, hiring and retaining such personnel, which could impact our ability to remain competitive or operate efficiently and effectively. If we are unable to retain, hire, attract and motivate talented employees with the appropriate skill sets, or if changes to our organizational structure, operating results, or business model adversely affect morale or retention, we may not achieve our objectives and our results of operations could be adversely impacted. We rely on payment cards to receive payments, and are subject to payment-related risks. For our DTC sales, as well as for sales to certain wholesale partners, we accept a variety of payment methods, including credit cards, debit cards and electronic funds transfers. Accordingly, we are, and will continue to be, subject to significant and evolving regulations and compliance requirements relating to payment card processing. This includes laws governing the collection, processing and storage of sensitive consumer information, as well as industry requirements such as the Payment Card Industry Data Security Standard (“PCI-DSS”). These laws and obligations may require us to implement enhanced authentication and payment processes that could result in increased costs and liability, and reduce the ease of use of certain payment methods. For certain payment methods, including credit and debit cards, we pay interchange and other fees, which may increase over time. We rely on independent service providers for payment processing, including credit and debit cards. If these independent service providers become unwilling or unable to provide these services to us or if the cost of using these -22- providers increases, our business could be harmed. We are also subject to payment card association operating rules and agreements, including PCI-DSS, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. If we fail to comply with these rules or requirements, or if our data security systems are breached or compromised, we may be liable for losses incurred by card issuing banks or consumers, subject to fines and higher transaction fees, lose our ability to accept credit or debit card payments from our consumers, or process electronic fund transfers or facilitate other types of payments. Any failure to comply could significantly harm our brand, reputation, business, and results of operations. Increased scrutiny from investors and others regarding our environmental, social, governance, or sustainability responsibilities could result in additional costs or risks and adversely impact our reputation, employee retention, and willingness of customers and suppliers to do business with us. Investor advocacy groups, certain institutional investors, investment funds, other market participants, stockholders, current and prospective employees, and customers have focused increasingly on the environmental, social and governance ("ESG") or “sustainability” practices of companies, including those associated with climate change. These parties have placed increased importance on the implications of the social cost of their investments. If our ESG practices do not meet investor or other industry stakeholder expectations and standards, which continue to evolve, our brand, reputation and employee retention may be negatively impacted based on an assessment of our ESG practices. Any sustainability report that we publish or other sustainability disclosures we make may include our policies and practices on a variety of social and ethical matters, including corporate governance, environmental compliance, employee health and safety practices, human capital management, product quality, supply chain management, and workforce inclusion and diversity. It is possible that stakeholders may not be satisfied with our ESG practices or the speed of their adoption. We could also incur additional costs and require additional resources to monitor, report, and comply with various ESG practices. Further, our failure, or perceived failure, to meet the standards included in any sustainability disclosure could negatively impact our reputation, employee retention, and the willingness of our customers and suppliers to do business with us. If our independent manufacturers or our suppliers fail to use ethical business practices and fail to comply with changing laws and regulations or our applicable guidelines, our brand image could be harmed due to negative publicity. Our core values, which include developing the highest quality products while operating with integrity, are an important component of our brand image, which makes our reputation sensitive to allegations of unethical or improper business practices, whether real or perceived. We do not control our suppliers and manufacturers or their business practices. Accordingly, we cannot guarantee their compliance with our guidelines or the law. A lack of compliance could lead to reduced sales or recalls or damage to our brand or cause us to seek alternative suppliers, which could increase our costs and result in delayed delivery of our products, product shortages or other disruptions of our operations. In addition, many of our products include materials that are heavily regulated in many jurisdictions. Certain jurisdictions in which we sell have various regulations related to manufacturing processes and the chemical content of our products, including their component parts. Monitoring compliance by our manufacturers and suppliers is complicated, and we are reliant on their compliance reporting in order to comply with regulations applicable to our products. This is further complicated by the fact that expectations of ethical business practices continually evolve and may be substantially more demanding than applicable legal requirements. Ethical business practices are also driven in part by legal developments and by -23- diverse groups active in publicizing and organizing public responses to perceived ethical shortcomings. Accordingly, we cannot predict how such regulations or expectations might develop in the future and cannot be certain that our guidelines or current practices would satisfy all parties who are active in monitoring our products or other business practices worldwide. Our current and future products may experience quality problems from time to time that can result in negative publicity, litigation, product recalls and warranty claims, which could result in decreased revenue and operating margin, and harm to our brand. There can be no assurance we will be able to detect, prevent, or fix all defects that may affect our products. Failure to detect, prevent, or fix defects, or the occurrence of real or perceived quality, health or safety problems or material defects in our current and future products, could result in a variety of consequences, including a greater number of product returns than expected from customers and our wholesale partners, litigation, product recalls, and credit, warranty or other claims, among others, which could harm our brand, sales, profitability and financial condition. We stand behind every Canada Goose outerwear product with a warranty against defects with reasonable use, for the expected lifetime of the product. Because of this comprehensive warranty, quality problems could lead to increased warranty costs, and divert the attention of our manufacturing facilities. Such problems could hurt our premium brand image, which is critical to maintaining and expanding our business. Any negative publicity or lawsuits filed against us related to the perceived quality and safety of our products could harm our brand and decrease demand for our products. Our business could be adversely affected by protestors or activists. Our products include certain animal products, including goose and duck down in all of our outerwear and coyote fur on the hoods of some of our parkas, which has drawn the attention of animal welfare activists. As a result, we have been the target of protestors and activists in the past. While we ended the purchase of all fur at the end of 2021 and announced that we will cease manufacturing with fur no later than the end of 2022, we may continue to be targeted by protestors and activists in the future. We have been, and may in the future, also be impacted by widespread protests in any country or region that we trade. Protestors can disrupt sales at our stores, cause or prolong store closures, and lead to property damage. Protestors can also use social media or other campaigns to sway public opinion against our products. In addition, such activism could influence laws or regulations applicable to the jurisdictions in which we operate, including laws and regulations related to the use of animal by- products. If any such activists are successful, our sales and results of operations may be adversely affected. The cost of raw materials could increase our cost of goods sold and cause our results of operations and financial condition to suffer. The raw materials used in our supply chain include synthetic fabrics and natural products, including blend fabrics, nylon, polyester and down. Significant price fluctuations, including as a result of inflation, or shortages in the cost of these raw materials may increase our cost of goods sold and cause our results of operations and financial condition to suffer. Additionally, increasing costs of labour, freight and energy could increase our and our suppliers’ cost of goods. If our suppliers are affected by increases in their costs of labour, freight and energy, (for example, because of rising global energy prices, increased global worker shortages impacting shipping and ports, truck driver shortages, increased congestion or other disruptions affecting the global distribution chain) they may attempt to pass these cost increases on to us. If we pay such increases, we may not be able to offset them through increases in our pricing, which could adversely affect our results of operation and financial condition. -24- Fluctuations in foreign currency exchange rates could harm our results of operations as well as the price of our subordinate voting shares. The presentation currency for our consolidated financial statements is the Canadian dollar. Because we recognize sales in U.S. dollars, Euros, British pounds, Swiss francs, Hong Kong dollars and Chinese yuan, if any of these currencies weakens against the Canadian dollar it would have a negative impact on our local operating results upon translation of those results into Canadian dollars for the purposes of financial statement consolidation. Although we engage in short-term hedging transactions for a portion of our foreign currency denominated cash flows to mitigate foreign exchange risks, depending upon changes in future currency rates, including those fluctuations derived from the broader impact on the global economy caused by the ongoing COVID-19 pandemic and geopolitical uncertainty, such gains or losses could have a significant, and potentially adverse, effect on our results of operations. Foreign exchange variations have been significant in the past and current foreign exchange rates may not be indicative of future exchange rates. Significant variations in foreign exchange rates may also make hedging contracts ineffective for hedge accounting purposes in future periods. Our earnings per share are reported in Canadian dollars, and accordingly may be translated into U.S. dollars by analysts or our investors. As a result, the perceived value of an investment in our subordinate voting shares to a U.S. shareholder will fluctuate as the U.S. dollar rises and falls against the Canadian dollar. As a result, U.S. and other shareholders seeking U.S. dollar total returns, including increases in the share price, are subject to foreign exchange risk as the U.S. dollar fluctuates in value against the Canadian dollar. Political uncertainty and an increase in trade protectionism could have a material adverse effect on our business, results of operation and financial condition. As a prominent Canadian brand, geopolitical events that involve Canada may have an impact on our business and share price. In addition, our brand and Canadian heritage may be detrimental to the company in the context of geopolitical disputes aimed at Canada or actors or situations with significant actual or perceived connection to Canada. We sell a significant portion of our products to customers outside of Canada and changes, potential changes or uncertainties in regulatory and economic conditions or laws and policies governing foreign trade, manufacturing, and development and investment in the territories and countries where we operate, could adversely affect our business and consolidated financial statements. Consumer sentiment in countries outside Canada may be affected by unforeseen factors leading to harm to our brand or may impact our business. Any potential or ongoing governmental action related to tariffs or international trade agreements has the potential to adversely impact demand for our products, our costs, customers, suppliers and/or the Canadian, U.S. or world economy or certain sectors thereof and, thus, to adversely impact our business. Because of our international operations, which we are expanding, we could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery and anti-kickback laws. We are conducting an increasing amount of our business outside Canada as well as sourcing an increasingly significant portion of our products from outside Canada. The U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and other similar anti-bribery and anti-kickback laws and regulations generally prohibit companies and their intermediaries from making improper payments government officials for the purpose of obtaining or retaining business. While we take steps to ensure that our distributors, consultant and personnel comply with applicable law, we cannot assure you that we will be successful in preventing our employees or other agents from taking actions in violation of these laws or regulations. Such violations, or allegations of such violations, could disrupt our business and result in a material adverse effect on our financial condition, results of operations and cash flows. -25- We may become involved in legal or regulatory proceedings and audits. Our business requires compliance with many laws and regulations, including labour and employment, sales and other taxes, customs, and consumer protection laws and ordinances that regulate retailers generally and/or govern the importation, promotion and sale of merchandise, and the operation of stores and warehouse facilities. Failure to comply with these laws and regulations could subject us to lawsuits and other proceedings, and could also lead to damage awards, fines and penalties. We have in the past and may become involved in legal proceedings or audits, including government and agency investigations, and consumer, employment, tort and other litigation. The outcome of some of these legal proceedings, audits, and other contingencies could require us to take, or refrain from taking, actions that could harm our operations or require us to pay substantial amounts of money, harming our financial condition. Additionally, defending against these lawsuits and proceedings may be necessary, which could result in substantial costs and diversion of management’s attention and resources, harming our financial condition. There can be no assurance that any pending or future legal or regulatory proceedings and audits will not harm our business, financial condition and results of operations. We are subject to many hazards and operational risks that can disrupt our business, some of which may not be insured or fully covered by insurance. Our operations are subject to many hazards and operational risks inherent to our business, including: general business risks, product liability, false or misleading advertising claims, product recall and damage to third parties, our infrastructure or properties caused by fires, floods and other natural disasters, power losses, telecommunications failures, terrorist attacks, public health emergencies (such as the COVID-19 pandemic), human errors, political instability, social and labour unrest or war and similar events. Our insurance coverage may exclude or may be inadequate to cover our liabilities related to such hazards or operational risks. In addition, we may not be able to maintain adequate insurance in the future at rates we consider reasonable and commercially justifiable, and insurance may not continue to be available on terms as favorable as our current arrangements. The occurrence of a significant uninsured claim, or a claim in excess of the insurance coverage limits maintained by us could harm our business, results of operations and financial condition. Furthermore, our inability to successfully recover should we experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm, or legal liability. We may be subject to in-store and workplace health and safety liability, claims and penalties. We are committed to protecting the health and well-being of our customers and employees in all of our stores and workplaces. We have workplace and in-store health and safety programs in place and have established policies and procedures aimed at ensuring compliance with applicable legislative requirements within our stores. Failure to comply with established policies and procedures or applicable legislative requirements could result in increased workplace or in-store injury-related liability and penalties. Any workplace or in-store injuries could lead to claims or litigation being brought against our company, which could adversely affect the reputation of our company and could have a material adverse effect on our business, operating results and financial condition. Although we maintain insurance policies we deem sufficient to address those situations, there is no guarantee a particular claim would be accepted by the insurer or that the insurance coverage would be sufficient. -26- Any failure to maintain effective internal control over financial reporting could have a material adverse effect on our ability to produce accurate and timely financial statements, which could harm our operating results, financial condition, and cash flows, our ability to operate our business and our reputation. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and to expend resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. The measures we take may not be sufficient to satisfy our obligations as a public company and if we are unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements and harm our results of operations. We cannot provide assurances that material weaknesses or significant deficiencies will not occur in the future and that we will be able to remediate such weaknesses or deficiencies in a timely manner, which could have a material adverse effect on our ability to produce accurate and timely financial statements, which could harm our operating results, financial condition, and cash flows, our ability to operate our business and our reputation. If we identify any material weakness in the future, it could negatively impact the company’s ability to prepare its future financial statements in conformity with IFRS. If the company were unable to prepare its future financial statements in conformity with IFRS, we may be unable to report our financial results accurately, which could increase operating costs, trigger an event of default under our credit agreements and harm our business, including our investors’ perception of our business, our share price and our ability to finance our operations. Failure to maintain adequate financial and management processes and controls could lead to errors in our financial reporting, which could harm our business and cause a decline in our share price. Reporting obligations as a public company and our anticipated growth have placed and are likely to continue to place a considerable strain on our financial and management systems, processes and controls, as well as on our personnel. In addition, we are required to document and test our internal controls over financial reporting pursuant to Section 404 of the Sarbanes- Oxley Act so that our management can certify the effectiveness of our internal controls. If any material weaknesses in our internal controls are identified in the future, we could be subject to regulatory scrutiny and a loss of public confidence, which could harm our business and cause a decline in our share price. In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to accurately report our financial performance on a timely basis, which could cause a decline in our share price and harm our ability to raise capital. Failure to accurately report our financial performance on a timely basis could also jeopardize our continued listing on the Toronto Stock Exchange (“TSX”), the New York Stock Exchange (“NYSE”) or any other exchange on which our subordinate voting shares may be listed. Delisting of our subordinate voting shares from any exchange would reduce the liquidity of the market for our subordinate voting shares, which would reduce the price of our subordinate voting shares and increase the volatility of our share price. We do not expect that our disclosure controls and procedures and internal controls over financial reporting will prevent all error or fraud. A control system, no matter how well-designed and implemented, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within an organization are detected. Due to the -27- inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected in a timely manner or at all. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results could be materially adversely affected, which could also cause investors to lose confidence in our reported financial information, which in turn could result in a reduction in the trading price of the subordinate voting shares. Risks Related to Our Subordinate Voting Shares The dual-class structure contained in our articles has the effect of concentrating voting control and the ability to influence corporate matters with Bain Capital and our Chairman and Chief Executive Officer, who held our shares prior to our initial public offering. Our multiple voting shares have 10 votes per share and our subordinate voting shares have 1 vote per share. As of April 3, 2022, shareholders who hold multiple voting shares (Bain Capital and our Chairman and Chief Executive Officer (including their respective affiliates)), together hold approximately 90.4% of the voting power of our outstanding voting shares and therefore have significant influence over our management and affairs and over all matters requiring shareholder approval, including the election of directors and significant corporate transactions. In addition, because of the 10-to-1 voting ratio between our multiple voting shares and subordinate voting shares, the holders of our multiple voting shares will control a majority of the combined voting power of our voting shares even where the multiple voting shares represent a substantially reduced percentage of our total outstanding shares. The concentrated voting control of holders of our multiple voting shares limits the ability of holders of our subordinate voting shares to influence corporate matters for the foreseeable future, including the election of directors as well as with respect to decisions regarding amending of our share capital, creating and issuing additional classes of shares, making significant acquisitions, selling significant assets or parts of our business, merging with other companies and undertaking other significant transactions. As a result, holders of multiple voting shares will have the ability to influence or control many matters affecting us and actions may be taken that holders of our subordinate voting shares may not view as beneficial. The market price of our subordinate voting shares could be adversely affected due to the significant influence and voting power of the holders of multiple voting shares. Additionally, the significant voting interest of holders of multiple voting shares may discourage transactions involving a change of control, including transactions in which an investor, as a holder of the subordinate voting shares, might otherwise receive a premium for the subordinate voting shares over the then-current market price, or discourage competing proposals if a going private transaction is proposed by one or more holders of multiple voting shares. Future transfers by holders of multiple voting shares, other than permitted transfers to such holders’ respective affiliates or direct family members or to other permitted holders, will result in those shares automatically converting to subordinate voting shares, which will have the effect, over time, of increasing the relative voting power of those holders of multiple voting shares who retain their multiple voting shares. Bain Capital continues to have significant influence over us in the future, including control over decisions that require the approval of shareholders, which could limit shareholders’ ability to influence the outcome of matters submitted to shareholders for a vote. We are currently controlled by Bain Capital. As of April 3, 2022, Bain Capital beneficially owned approximately 60.5% of our outstanding multiple voting shares, or approximately 54.7% of the combined voting power of our multiple voting and subordinate voting shares outstanding. In -28- addition, our Chairman and Chief Executive Officer beneficially owns approximately 39.5% of our outstanding multiple voting shares, or approximately 35.7% of the combined voting power of our outstanding voting shares. As long as Bain Capital owns or controls at least a majority of our outstanding voting power, it will have the ability to exercise substantial control over all corporate actions requiring shareholder approval, irrespective of how our other shareholders may vote, including the election and removal of directors and the size of our board of directors, any amendment of our notice of articles and articles, or the approval of any merger or other significant corporate transaction, including a sale of substantially all of our assets. Even if its ownership falls below 50% of the voting power of our outstanding voting shares, Bain Capital will continue to be able to strongly influence or effectively control our decisions. Bain Capital’s multiple voting shares convert automatically to subordinate voting shares at the time that Bain Capital and its affiliates no longer beneficially own at least 15% of the outstanding subordinate voting shares and multiple voting shares on a non-diluted basis. Even once Bain Capital’s multiple voting shares convert into subordinate voting shares we may continue to be a controlled company so long as an entity controlled by our Chairman and Chief Executive Officer continues to hold multiple voting shares. Additionally, Bain Capital’s interests may not align with the interests of our other shareholders. Bain Capital is in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with us. Bain Capital may also pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. We are a controlled company within the meaning of the NYSE listing rules and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. Our shareholders will not have the same protections afforded to shareholders of companies that are subject to such requirements. We are a controlled company within the meaning of the corporate governance standards of the NYSE. Under these rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a controlled company and may elect not to comply with certain corporate governance requirements, including the requirements that: • we have a compensation committee that is composed entirely of independent directors; and • we have a nominating and governance committee that is composed entirely of independent directors. As a foreign private issuer, we are exempt from certain U.S. securities law disclosure requirements that apply to a domestic U.S. issuer, which may limit the information publicly available to our shareholders. As a foreign private issuer we are not required to comply with all of the periodic disclosure and current reporting requirements of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and therefore there may be less publicly available information about us than if we were a U.S. domestic issuer. For example, we are not subject to the proxy rules in the United States and disclosure with respect to our annual meetings and any special meeting of shareholders will be governed by Canadian requirements. In addition, our officers, directors and principal shareholders are exempt from the reporting and short- swing profit recovery provisions of Section 16 of the Exchange Act and the rules thereunder. Furthermore, as a foreign private issuer, we may take advantage of certain provisions in the NYSE listing rules that allow us to follow Canadian law for certain governance matters. -29- Our articles, and certain Canadian legislation contain provisions that may have the effect of delaying or preventing a change in control. Certain provisions of our articles, together or separately, could discourage potential acquisition proposals, delay or prevent a change in control and limit the price that certain investors may be willing to pay for our subordinate voting shares. For instance, our articles contain provisions that establish certain advance notice procedures for nomination of candidates for election as directors at shareholders’ meetings. A non-Canadian must file an application for review with the Minister responsible for the Investment Canada Act and obtain approval of the Minister prior to acquiring control of a “Canadian business” within the meaning of the Investment Canada Act, where prescribed financial thresholds are exceeded. Furthermore, acquisitions of our subordinate voting shares and multiple voting shares may be reviewed pursuant to the Competition Act (Canada). This legislation permits the Commissioner of Competition, or Commissioner, to review any acquisition or establishment, directly or indirectly, including through the acquisition of shares, of control over or of a significant interest in us. Otherwise, there are no limitations either under the laws of Canada or British Columbia, or in our articles on the rights of non-Canadians to hold or vote our subordinate voting shares and multiple voting shares. Any of these provisions may discourage a potential acquirer from proposing or completing a transaction that may have otherwise presented a premium to our shareholders. Because we are a corporation incorporated in British Columbia and some of our directors and officers are resident in Canada, it may be difficult for investors in the United States to enforce civil liabilities against us based solely upon the federal securities laws of the United States. Similarly, it may be difficult for Canadian investors to enforce civil liabilities against our directors and officers residing outside of Canada. We are a corporation incorporated under the laws of British Columbia with our principal place of business in Toronto, Canada. Some of our directors and officers and the auditors or other experts named herein are residents of Canada and all or a substantial portion of our assets and those of such persons are located outside the United States. Consequently, it may be difficult for U.S. investors to effect service of process within the United States upon us or our directors or officers or such auditors who are not residents of the United States, or to realize in the United States upon judgments of courts of the United States predicated upon civil liabilities under the Securities Act. Investors should not assume that Canadian courts: (1) would enforce judgments of U.S. courts obtained in actions against us or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or the securities or blue sky laws of any state within the United States or (2) would enforce, in original actions, liabilities against us or such persons predicated upon the U.S. federal securities laws or any such state securities or blue sky laws. Similarly, some of our directors and officers are residents of countries other than Canada and all or a substantial portion of the assets of such persons are located outside Canada. As a result, it may be difficult for Canadian investors to initiate a lawsuit within Canada against these non-Canadian residents. In addition, it may not be possible for Canadian investors to collect from these non-Canadian residents judgments obtained in courts in Canada predicated on the civil liability provisions of securities legislation of certain of the provinces and territories of Canada. It may also be difficult for Canadian investors to succeed in a lawsuit in the United States, based solely on violations of Canadian securities laws. Changes in tax laws and regulations or trade rules may impact our effective tax rate and may adversely affect our business, financial condition and operating results. Changes in tax laws in any of the multiple jurisdictions in which we operate, or adverse outcomes from tax audits that we may be subject to in any of the jurisdictions in which we operate, could result in an unfavorable change in our effective tax rate, which could adversely -30- affect our business, financial condition and operating results. For example, the current U.S. policy has introduced greater uncertainty with respect to tax and trade policies, tariffs and government regulations affecting trade between the United States and other countries. Major developments in tax policy or trade relations could have a material adverse effect on our growth opportunities, business and results of operations. There could be adverse tax consequence for our shareholders in the United States if we are a passive foreign investment company. Under United States federal income tax laws, if a company is, or for any past period was, a passive foreign investment company (“PFIC”) it could have adverse United States federal income tax consequences to U.S. shareholders even if the company is no longer a PFIC. The determination of whether we are a PFIC is a factual determination made annually based on all the facts and circumstances and thus is subject to change, and the principles and methodology used in determining whether a company is a PFIC are subject to interpretation. We do not believe that we currently are or have been a PFIC, and we do not expect to be a PFIC in the future, but we cannot assure you that we will not be a PFIC in the future. United States holders of our subordinate voting shares are urged to consult their tax advisors concerning United States federal income tax consequences of holding our subordinate voting shares if we are considered to be a PFIC. If we are a PFIC, U.S. holders would be subject to adverse U.S. federal income tax consequences, such as ineligibility for any preferred tax rates on capital gains or on actual or deemed dividends, interest charges on certain taxes treated as deferred, and additional reporting requirements under U.S. federal income tax laws or regulations. Whether or not U.S. holders make a timely qualified electing fund (“QEF”) election or mark-to-market election may affect the U.S. federal income tax consequences to U.S. holders with respect to the acquisition, ownership and disposition of our subordinate voting shares and certain distributions such U.S. holders may receive. Investors should consult their own tax advisors regarding all aspects of the application of the PFIC rules to our subordinate voting shares. Canada Goose Holdings Inc. is a holding company with no operations of its own and, as such, it depends on its subsidiary for cash to fund its operations and expenses, including future dividend payments, if any. As a holding company, our principal source of cash flow is distributions from our main operating subsidiary, Canada Goose Inc. Therefore, our ability to fund and conduct our business, service our debt and pay dividends, if any, in the future will depend on the ability of our subsidiary to generate sufficient cash flow to make upstream cash distributions to us. Our subsidiary is a separate legal entity, and although it is wholly-owned and controlled by us, it has no obligation to make any funds available to us, whether in the form of loans, dividends or otherwise. The ability of our subsidiary to distribute cash to us will also be subject to, among other things, restrictions that may be contained in our subsidiary agreements (as entered into from time to time), availability of sufficient funds in such subsidiary and applicable laws and regulatory restrictions. Claims of any creditors of our subsidiary generally will have priority as to the assets of such subsidiary over our claims and claims of our creditors and shareholders. To the extent the ability of our subsidiary to distribute dividends or other payments to us is limited in any way, our ability to fund and conduct our business, service our debt and pay dividends, if any, could be harmed. -31- If securities or industry analysts cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding our subordinate voting shares adversely, the price and trading volume of our subordinate voting shares could decline. The trading market for our subordinate voting shares is influenced by the research and reports that industry or securities analysts publish about us, our business, our market or our competitors. If any of the analysts who cover us or may cover us in the future change their recommendation regarding our subordinate voting shares adversely, or provide more favorable relative recommendations about our competitors, the price of our subordinate voting shares may decline. If any analyst who covers us or may cover us in the future were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the price or trading volume of our subordinate voting shares to decline. Our constating documents permit us to issue an unlimited number of subordinate voting shares and multiple voting shares without additional shareholder approval. We may, from time to time, issue additional subordinate voting shares in the future. Subject to the requirements of the NYSE and the TSX, we will not be required to obtain the approval of shareholders for the issuance of additional subordinate voting shares. Although the rules of the TSX generally prohibit us from issuing additional multiple voting shares, there may be certain circumstances where additional multiple voting shares may be issued, including upon receiving shareholder approval. Any further issuances of subordinate voting shares or multiple voting shares will result in immediate dilution to existing shareholders and may have an adverse effect on the value of their shareholdings. Additionally, any further issuances of multiple voting shares may significantly lessen the combined voting power of our subordinate voting shares due to the 10-to-1 voting ratio between our multiple voting shares and subordinate voting shares. ITEM 4. INFORMATION ON THE COMPANY A. History and Overview Founded in 1957 in a small warehouse in Toronto, Canada, Canada Goose is a lifestyle brand and a leading manufacturer of outerwear and apparel. Every collection is informed by the rugged demands of the Arctic, ensuring a legacy of functionality is embedded in every product from parkas and rainwear to apparel and accessories. Canada Goose is inspired by relentless innovation and uncompromised craftsmanship, recognized as a leader for its Made in Canada commitment. Across all channels, Canada Goose is sold in 64 countries as of April 3, 2022. During our Fall / Winter 2021 season, we sold through over 1,800 wholesale points of distribution. In December 2013, we partnered with Bain Capital through a sale of a 70% equity interest in our business (the “Acquisition”). In connection with such sale, Canada Goose Holdings Inc. was incorporated under the Business Corporations Act (British Columbia) (the “BCBCA”) on November 21, 2013. The initial public offering of our subordinate voting shares in the United States and Canada was completed on March 21, 2017. In November 2018, we acquired the business of Baffin Inc. (“Baffin”), a Canadian designer and manufacturer of performance outdoor and industrial footwear. Field-tested and trusted in extreme cold weather conditions, Baffin products are predominantly sold through distributors and retailers in Canada and the United States. As a wholly-owned subsidiary, Baffin is managed and operated on a stand-alone basis, with distinct products, sales channels, and customers. -32- In 2020, Canada Goose announced HUMANATURE, its purpose platform that unites its sustainability and values-based initiatives. Our principal office is located at 250 Bowie Avenue, Toronto, Ontario, Canada, M6E 4Y2 and our telephone number is (416) 780-9850. Our registered office is located at Suite 1700, Park Place, 666 Burrard Street, Vancouver, British Columbia, Canada, V6C 2X8. Our website address is www.canadagoose.com. Information contained on, or accessible through, our website is not a part of this Annual Report and the inclusion of our website address in this Annual Report is an inactive textual reference. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system. Corporation Service Company, located at 251 Little Falls Drive, Wilmington, Delaware, is the company’s agent for service of process in the United States. B. Growth Strategies Our long-term growth strategy is based on the following four pillars: Drive DTC mix higher. Since opening our first e-Commerce site in Canada in August of 2014, annual DTC revenue has grown to $740.4m in fiscal 2022, which represents 67.4% of total revenue. DTC allows us to consistently reach consumers how and where they want to shop, through complementary digital and retail experiences, while building deeper relationships and realizing higher margins. We intend to continue expanding our retail stores and e-Commerce operations globally, while also growing revenue from established distribution. Increase penetration globally. While maintaining a focus in Canada, we plan to continue driving a higher percentage of total revenue internationally. We believe that we have large long-term opportunities in the United States, EMEA and Asia Pacific. We have significantly advanced the size of our business in these regions in recent years, and we plan to build on this momentum through further market development and distribution expansion. As of April 4, 2022, we completed a joint venture in Japan with our long-term partner, Sazaby League, Ltd., to expand our business in Japan. The joint venture entity, Canada Goose Japan, will be the exclusive distributor of our products in Japan through a national e-Commerce site and retail and wholesale points of distribution across the country. In addition, to expand our business in Korea, we have entered into a new distribution agreement with Lotte GFR (“Lotte”) pursuant to which Lotte shall be the exclusive distributor of our products through the e-Commerce, retail and wholesale channels in Korea. In fiscal 2022, 80.0% of our revenue was generated outside of Canada and 52.4% outside of North America. Enhance product offering. As a product-led, function-first brand we will continue to evolve and expand our offering across styles, uses and climates. Giving people new ways to experience Canada Goose drives higher penetration and expands our geographic appeal. While continuing to grow our outerwear business, we are building out adjacent offerings including rainwear, windwear, knitwear, fleece, footwear and accessories. Expand margins. As we scale our business, we plan to continue leveraging our brand and business model to drive higher margins. As our DTC mix further increases, we expect to capture incremental gross margin on a consolidated basis and realize higher operating margins. We also believe that we have a significant degree of pricing power with our products and we plan to continue optimizing our pricing to capture their full value with consumers. Sourcing and Manufacturing Uncompromised craftsmanship begins with sourcing the right raw materials. We use premium fabrics and finishings that are built to last. -33- In fiscal 2022, we achieved certification under the Responsible Down Standard (“RDS”). The RDS is an international, voluntary program that monitors the chain of custody for certified materials and ensures that RDS down standards are maintained throughout the entire supply chain. The RDS respects the Five Freedoms of animal welfare, prohibits live-plucking or force- feeding in the supply chain, and stipulates that all down is a by-product of the poultry industry. As of April 3, 2022, we operate eight Canada Goose manufacturing facilities in Toronto, Winnipeg and Greater Montreal, one warehouse facility in Winnipeg and one Baffin manufacturing facility in Stoney Creek, Ontario. We also work with 12 Canadian subcontractors and 14 international manufacturing partners who offer specialized expertise, which provides us with flexibility to scale our production and effectively offer a broader range of product categories. We have been recognized by the Government of Canada for supporting the apparel manufacturing industry in Canada. Intellectual Property We own the trademarks used in connection with the marketing, distribution and sale of all of our products in the United States, Canada and in the other countries in which our products are sold. Our major trademarks include the CANADA GOOSE word mark and the ARCTIC PROGRAM & DESIGN trademark (our disc logo consisting of the colour-inverse design of the North Pole and Arctic Ocean). In addition to the registrations in Canada and the United States, our word mark and design are registered in other jurisdictions which cover approximately 65 countries. Furthermore, in certain jurisdictions we register as trademarks certain elements of our products, such as fabric, warmth categorization and style names such as our Snow Mantra parka. We enforce our trademarks and we have taken several measures to protect our customers from counterfeiting activities. Since 2011, we have sewn a unique hologram, designed exclusively for us, into every jacket and accessory as proof of authenticity. Additionally, our website has a tool for potential online customers to verify the integrity of third party retailers that purport to sell our products. We are also active in enforcing rights on a global basis to our trademarks and taking action against counterfeiters, online and in physical stores. Seasonality Our business is seasonal in nature. See Item 5.A - “Operating and Financial Review and Prospects” - “Management’s Discussion and Analysis of Financial Results” - “Factors Affecting our Performance” - “Seasonality” and Item 3.D - “Risk Factors” - “Risks Related to our Business” for a discussion. Government Regulation In Canada and in the other jurisdictions in which we operate, we are subject to labour and employment laws, laws governing advertising, privacy and data security laws, safety regulations and other laws, including consumer protection regulations that apply to retailers and/or the promotion and sale of merchandise and the operation of stores and warehouse facilities. Our products sold outside of Canada are subject to tariffs, treaties and various trade agreements as well as laws affecting the importation of consumer goods. We monitor changes in these laws, regulations, treaties and agreements, and believe that we are in material compliance with applicable laws. -34- C. Organizational Structure The following chart reflects our organizational structure (including the jurisdiction of formation or incorporation of the various entities) as of May 19, 2022. D. Property, Plants and Equipment We maintain leased facilities for our corporate headquarters and to conduct our principal manufacturing and retail activities, which we believe are in good condition and working order. As of April 3, 2022, we lease 61 properties globally, which is comprised of (i) 41 permanent and two temporary directly operated retail stores around the world, (ii) eight offices (two in Switzerland, three in Greater China, one in the United States and two in Canada, being our current office, showroom and manufacturing facility (the “Bowie Facility”) and our future head office location), (iii) eight additional manufacturing facilities in Canada (in addition to the Bowie Facility and including one manufacturing facility for Baffin), (iv) one warehouse facility in Canada and (v) one distribution centre in the United States. Our manufacturing and warehouse properties range in size from 50,000 to 170,000 square feet. We also occupy inventory space in the warehouses of several third party logistics providers in all of our primary regions. -35- ITEM 4A. UNRESOLVED STAFF COMMENTS None. ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS See below for Management’s Discussion & Analysis of Financial Conditions and Results of Operations. -36- CANADA GOOSE HOLDINGS INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS For the fourth quarter and year ended April 3, 2022 The following Management’s Discussion and Analysis (“MD&A”) for Canada Goose Holdings Inc. (“us,” “we,” “our,” “Canada Goose” or the “Company”) is dated May 18, 2022 and provides information concerning our results of operations and financial condition for the fourth quarter and year ended April 3, 2022 (“fiscal 2022”). You should read this MD&A together with our audited consolidated financial statements and the related notes for the year ended April 3, 2022 (“Annual Financial Statements”). Additional information about Canada Goose is available on our website at www.canadagoose.com, on the SEDAR website at www.sedar.com, and on the EDGAR section of the U.S. Securities and Exchange Commission (the “SEC”) website at www.sec.gov, including this Annual Report on Form 20-F. CAUTIONARY NOTE REGARDING FORWARD‑LOOKING STATEMENTS This MD&A contains forward-looking statements. These statements are neither historical facts nor assurances of future performance. Instead, they are based on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, and other future conditions. Forward-looking statements can be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” and other similar expressions, although not all forward-looking statements contain these identifying words. These forward-looking statements include all matters that are not historical facts. They appear in many places throughout this MD&A and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, business prospects, growth, strategies, expectations regarding industry trends and the size and growth rates of addressable markets, our business plan and our growth strategies, including plans for expansion to new markets and new products, expectations for seasonal trends, and the industry in which we operate. Certain assumptions made in preparing the forward-looking statements contained in this MD&A include: • • • • • • our ability to continue operating our business amid the societal, political and economic disruption caused by the novel coronavirus pandemic (“COVID-19”) and recent and ongoing geopolitical events; our ability to implement our growth strategies; our ability to maintain strong business relationships with our customers, suppliers, wholesalers, and distributors; our ability to keep pace with changing consumer preferences; our ability to protect our intellectual property; and the absence of material adverse changes in our industry or the global economy. -37- By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We believe that these risks and uncertainties include, but are not limited to, those described in the “Risk Factors” section of our Annual Report and other risk factors described herein, which include, but are not limited to, the following risks: • • risks and global disruptions associated with the ongoing COVID-19 pandemic and geopolitical events, which may further affect general economic and operating conditions; additional potential closures or retail traffic disruptions impacting our retail stores and the retail stores of our wholesale partners as a result of COVID-19; • we may not open new retail stores or expand e-Commerce access on our planned timelines; • we may be unable to maintain the strength of our brand or to expand our brand to new products and geographies; • • • unanticipated changes in the effective tax rate or adverse outcomes from audit examinations of corporate income or other tax returns; our indebtedness may adversely affect our financial condition; an economic downturn and general economic conditions (for example, inflation and rising interest rates) may further affect discretionary consumer spending; • we may not be able to satisfy changing consumer preferences; • • • global political events, including the impact of political disruptions and protests, which may cause business interruptions; our ability to procure high quality raw materials and certain finished goods globally; our ability to forecast our inventory need and to manage our product distribution networks; • we may not be able to protect or preserve our brand image and proprietary rights; • • • the success of our business strategy; our ability to manage our exposure to data security and cyber security events; fluctuations in raw material costs, interest rates and currency exchange rates; and • we may be unable to maintain effective internal controls over financial reporting. Although we base the forward-looking statements contained in this MD&A on assumptions that we believe are reasonable, we caution you that actual results and developments (including our results of operations, financial condition and liquidity, and the development of the industry in which we operate) may differ materially from those made in or suggested by the forward-looking statements contained in this MD&A. Additional impacts may arise that we are not aware of currently. The potential of such additional impacts intensifies the business and operating risks which we face, and these should be considered when reading the forward-looking statements contained in this MD&A. In addition, even if results and developments are consistent with the forward-looking statements contained in this MD&A, those results and developments may not be indicative of results or developments in subsequent periods. As a result, any or all of our forward-looking statements in this MD&A may prove to be inaccurate. No forward-looking statement is a guarantee of future results. Moreover, we operate in a highly competitive and rapidly changing environment in which new risks often emerge. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or -38- the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. You should read this MD&A and the documents that we reference herein completely and with the understanding that our actual future results may be materially different from what we expect. The forward-looking statements contained herein are made as of the date of this MD&A, and we do not assume any obligation to update any forward-looking statements except as required by applicable laws. BASIS OF PRESENTATION The Annual Financial Statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), and are presented in millions of Canadian dollars, except where otherwise indicated. Certain financial measures contained in this MD&A are non-IFRS financial measures and are discussed further under “Non-IFRS Financial Measures and Other Specified Financial Measures” below. The Annual Financial Statements and the accompanying notes have been prepared using the accounting policies described in note 2 to the Annual Financial Statements. The Company adopted a change in accounting policy on the treatment of implementation costs related to Software as a Service (“SaaS”) arrangements as described in note 4 to the Annual Financial Statements. See “Changes in Accounting Policies” for a description of the impact from adopting the agenda decision. All references to “$”, “CAD” and “dollars” refer to Canadian dollars, “USD” and “US$” refer to U.S. dollars, “GBP” refer to British pounds sterling, “EUR” refer to euros, “CHF” refer to Swiss francs, “CNY” refer to Chinese yuan, ”RMB” refer to Chinese renminbi and “HKD” refer to Hong Kong dollars unless otherwise indicated. Certain totals, subtotals and percentages throughout this MD&A may not reconcile due to rounding. This MD&A and the accompanying Annual Financial Statements are presented in millions of Canadian dollars. The Company’s fiscal year is a 52 or 53-week reporting cycle with the fiscal year ending on the Sunday closest to March 31. Each fiscal quarter is 13 weeks for a 52-week fiscal year. The additional week in a 53-week fiscal year is added to the third quarter. Fiscal 2022 is the first 53-week fiscal year, ending on April 3, 2022, and the additional week was added to the third quarter ended January 2, 2022. All references to “fiscal 2019” are to the Company’s fiscal year ended March 31, 2019; to “fiscal 2020” are to the Company’s fiscal year ended March 29, 2020; “fiscal 2021” are to the Company’s fiscal year ended March 28, 2021; and to “fiscal 2022” are to the Company’s fiscal year ending April 3, 2022. Certain comparative figures have been reclassified to conform with the current year presentation. Depreciation and amortization for amounts not included in costs of goods sold, which were previously presented in a separate line item, are reflected in the presentation of selling, general & administrative (“SG&A”) expenses. -39- SUMMARY OF FINANCIAL PERFORMANCE The following table summarizes results of operations for the years ended April 3, 2022, March 28, 2021 and March 29, 2020 and the fourth quarters ended April 3, 2022 and March 28, 2021, and expresses the percentage relationship to revenues of certain financial statement captions. See “Results of Operations” for additional details and for the comparison discussions between the years ended April 3, 2022 and March 28, 2021. For the comparison discussions between the years ended March 28, 2021 and March 29, 2020, please refer to Item 5. “Operating and Financial Review and Prospects” of our Annual Report on Form 20-F for the year ended March 28, 2021, filed with the SEC on May 13, 2021, which is hereby incorporated herein by reference. For the year ended Fourth quarter ended CAD $ millions (except per share data) Statement of Operations data: Revenue Gross profit Gross margin Operating income Net income (loss) Earnings (loss) per share Basic Diluted (1) Non-IFRS Financial Measures: Adjusted EBIT Adjusted EBIT margin Adjusted net income Adjusted net income per basic share Adjusted net income per diluted share $ $ $ $ CAD $ millions Financial Position: Cash Net working capital Total assets Total non-current liabilities Shareholders' equity (1) April 3, 2022 March 28, 2021 March 29, 2020 (2) (2) April 3, 2022 March 28, 2021 (2) 1,098.4 733.6 66.8 % 156.7 94.6 903.7 554.0 61.3 % 117.0 70.3 958.1 593.3 61.9 % 187.1 148.0 223.1 154.1 69.1 % 0.9 (9.1) 0.87 0.87 $ $ 0.64 0.63 $ $ 1.35 1.33 $ $ (0.09) (0.09) $ $ 174.6 15.9 % 119.4 1.10 1.09 $ $ 132.6 14.7 % 86.2 0.78 0.78 $ $ 202.4 21.1 % 143.5 1.31 1.29 $ $ 12.5 5.6 % 4.1 0.04 0.04 $ $ 208.8 138.6 66.4 % 7.2 2.5 0.02 0.02 4.8 2.3 % 0.7 0.01 0.01 April 3, 2022 287.7 255.4 1,340.6 631.2 427.9 March 28, 2021 (2) March 29, 2020 (2) 477.9 202.1 1,478.5 638.8 577.6 31.7 327.1 1,090.7 384.5 497.3 (1) (2) See “Non-IFRS Financial Measures and Other Specified Financial Measures” for a description of these measures and a reconciliation to the nearest IFRS measure. The Company adopted a change in accounting policy on the treatment of implementation costs related to Software as a Service (“SaaS”) arrangements. See “Changes in Accounting Policies” for a description of the impact from adopting the agenda decision and the impact of retrospective application. -40- Segments Our reporting segments align with our sales channels: Direct-to-Consumer (“DTC”), Wholesale, and Other. We measure each reportable operating segment’s performance based on revenue and operating income. As at April 3, 2022, our DTC segment includes sales to customers through our 56 national e-Commerce markets and 41 directly operated permanent retail stores across North America, Europe, and Asia Pacific. Through our Wholesale segment, we sell to a mix of retailers and international distributors. The Other segment comprises sales and costs not directly allocated to the DTC or Wholesale segments, such as sales to employees and SG&A expenses. Factors Affecting our Performance We believe that our performance depends on many factors including those discussed below. • Growth in our DTC Channel. We plan to continue executing our global strategy through retail and e-Commerce expansion, though the scale of such expansion may be delayed due to current global conditions. • COVID-19 pandemic. COVID-19 continues to impact the global economy and public health officials have imposed restrictions and recommended precautions to mitigate the spread of the virus. These measures have resulted in temporary closures of our retail locations as well as reduced traffic and store productivity, similarly impacting our wholesale partners. Store operations have largely resumed over fiscal 2022 across our global store network, however 5 of our 41 stores continue to remain closed globally and retail store traffic remains below pre-pandemic levels as at April 3, 2022. As a result of slower than expected return of international retail traffic and limited time remaining on existing leases, the Company recorded $1.6m of impairment losses on fixed assets and $6.1m of impairment losses on right-of-use assets in respect of two retail stores in the DTC operating segment for the year ended April 3, 2022. The impairment losses were recorded as part of SG&A expenses. Global supply chain disruptions continue from the ongoing challenges related to COVID-19, however these disruptions have not materially impacted our ability to fulfill demand and maintain sufficient inventory levels. While such costs have not been material to results of operations for the year ended April 3, 2022, we continue to anticipate and monitor escalating costs based both on freight constraints and required speed to stage inventory or deliver to consumers. All of our manufacturing facilities were operating throughout the fourth quarter and year ended April 3, 2022 at lower than pre-pandemic output levels to ensure appropriate distancing measures were in place. We expect to return to more normal levels of production as restrictions and recommended precautions are lifted. We received rent concessions in the form of abatements and deferrals and rent concessions of $0.6m were recognized in the statement of income for the year ended April 3, 2022 (for the year ended March 28, 2021 - $4.1m). Future developments relating to COVID-19 are highly uncertain and out of our control. Restrictions and recommended precautions related to the Omicron variant have been weighing on and may continue to weigh on ongoing demand improvement. Prolonged disruptions due to the pandemic, including the emergence of the new COVID-19 variants and mutations, may negatively impact our operations and result in temporary closures of our retail stores and manufacturing facilities, as well as our wholesale partners, lower retail store traffic, and impacts on our supply chain. • Global political events and other disruptions. We are conscious of risks related to social, economic, and political instability, including geopolitical tensions, regulatory matters, market volatility, and social unrest that are affecting consumer spending in certain countries and travel corridors. We have been, and may in the future be, impacted by widespread protests -41- and other disruptions. To the extent that such disruptions persist, we expect that operations and traffic at our retail stores may be impacted. We remain concerned about the conflict in Ukraine and impact on human life for those affected. In this quarter we announced that we have suspended all wholesale and e-Commerce sales to Russia, which represented less than 1% of total annual revenue in fiscal 2022. • New Products. We intend to continue investing in innovation and the development and introduction of new products across styles, uses, and climates. This includes Canada Goose footwear and Baffin branded footwear through Baffin’s own distinct sales channels. We expect that certain new products may carry a lower gross margin per unit relative to our long-standing styles which are produced in significantly higher volumes. • Seasonality. We experience seasonal fluctuations in our revenue and operating results and have historically realized a significant portion of our annual wholesale revenue during our second and third fiscal quarters, and our annual DTC revenue in our third and fourth fiscal quarters. We generated 82.4%, 86.8% and 85.7% of our annual wholesale revenue in the combined second and third fiscal quarters of fiscal 2022, fiscal 2021, and fiscal 2020, respectively. Additionally, we generated 85.0%, 89.3% and 79.2% of our annual DTC revenue in the combined third and fourth fiscal quarters of fiscal 2022, fiscal 2021, and fiscal 2020, respectively. Because of seasonal fluctuations in revenue and fixed costs associated with our business, particularly the headcount growth and premises costs associated with our expanding DTC channel, we typically experience negative and substantially reduced net income and adjusted EBIT in the first and fourth quarters, respectively. As a result of our seasonality, changes that impact gross margin and adjusted EBIT among others can have a disproportionate impact on the quarterly results when they are recorded in our off-peak revenue periods. The year ended April 3, 2022 is a 53-week year and as a result an additional week in our peak period was added to the third fiscal quarter. This resulted in further accentuation of quarterly seasonal trends. See “Basis of Presentation”. (1) (1) (1) Adjusted EBIT is a non-IFRS measure. See “Non-IFRS Financial Measures and Other Specified Financial Measures” for a description of these measures. Guided by expected demand and wholesale orders, we typically manufacture on a linear basis throughout the fiscal year. Net working capital requirements typically increase as inventory builds. We finance these needs through a combination of cash on hand and borrowings on the Revolving Facility (as defined below) and the Mainland China Facilities (as defined below). Historically, cash flows from operations have been highest in the third and fourth fiscal quarters of the fiscal year due to revenue from the DTC channel and the collection of receivables from wholesale revenue earlier in the year. • Developments in international trade. We continue to monitor the impact on our operations in Europe as a result of the United Kingdom’s exit from the European Union (“Brexit”). We continue to build flexibility within our supply chain and leverage partners and technical resources to utilize duty savings under various Free Trade Agreements. Duty savings continue for U.S. shipments under the United States-Mexico-Canada Agreement. We monitor developments in international trade in countries where we operate that could have an impact on our business. • Foreign Exchange. We sell a significant portion of our products to customers outside of Canada, which exposes us to fluctuations in foreign currency exchange rates. In fiscal years 2022, 2021, and 2020, we generated 72.5%, 67.9%, and 62.3%, respectively, of our revenue in currencies other than Canadian dollars. Historically, most of our wholesale revenue was derived from orders made prior to the beginning of the fiscal year. This high degree of visibility into our anticipated future cash flows from wholesale operations is now significantly less certain given the COVID-19 disruptions. Most of our raw materials are sourced outside -42- of Canada, primarily in U.S. dollars, and SG&A expenses are typically denominated in the currency of the country in which they are incurred. As part of our risk management program, we have entered into foreign exchange derivative contracts to manage certain of our exposures to exchange rate fluctuations for future foreign currency transactions, which is intended to reduce the variability of our operating costs and future cash flows denominated in local currencies. We continue to monitor our risk management program to take into account the prevailing global uncertainty of COVID-19. We are exposed to translation and transaction risks associated with foreign currency exchange fluctuations on the Chinese renminbi denominated principal and interest amounts payable on the Mainland China Facilities and U.S. dollar denominated principal and interest amounts payable on our Revolving Facility and the Term Loan Facility (as defined below). The Company has entered into foreign exchange cross-currency swap and forward contracts to hedge a portion of the exposure to foreign currency exchange and interest rate risk on the principal amount of the Term Loan Facility. See “Quantitative and Qualitative Disclosures about Market Risk - Foreign Exchange Risk” below. The main foreign currency exchange rates that impact our business and operations as at and for the year ended April 3, 2022 and for the year ended March 28, 2021 are summarized below: Foreign currency exchange rate to $1.00 CAD Fiscal 2022 Average Rate Currency Q1 Q2 Q3 Q4 2022 USD/CAD EUR/CAD GBP/CAD CHF/CAD CNY/CAD HKD/CAD 1.2280 1.4804 1.7170 1.3485 0.1902 0.1581 1.2601 1.4852 1.7367 1.3723 0.1948 0.1620 1.2600 1.4409 1.6991 1.3669 0.1971 0.1618 1.2663 1.4218 1.6995 1.3707 0.1995 0.1622 1.2536 1.4571 1.7131 1.3646 0.1954 0.1610 Foreign currency exchange rate to $1.00 CAD Fiscal 2021 Average Rate Currency Q1 Q2 Q3 Q4 2021 USD/CAD EUR/CAD GBP/CAD CHF/CAD CNY/CAD HKD/CAD 1.3859 1.5256 1.7203 1.4378 0.1955 0.1788 1.3316 1.5579 1.7212 1.4486 0.1926 0.1718 1.3030 1.5537 1.7207 1.4417 0.1967 0.1681 1.2666 1.5267 1.7461 1.4003 0.1955 0.1633 1.3218 1.5410 1.7271 1.4321 0.1951 0.1705 Source: Bank of Canada Closing Rate April 3, 2022 1.2512 1.3816 1.6399 1.3514 0.1966 0.1597 Closing Rate March 28, 2021 1.2580 1.4831 1.7345 1.3384 0.1923 0.1619 -43- Components of Our Results of Operations Revenue DTC revenue consists of sales through our e-Commerce operations and retail stores. DTC revenue is recognized upon delivery of the goods to the customer and when consideration is received, net of an estimated provision for sales returns. Wholesale revenue comprises sales to third party resellers, which includes retailers and distributors of our products. Wholesale revenue from the sale of goods, net of an estimated provision for sales returns, discounts, and allowances, is recognized when control of the goods has been transferred to the reseller, which, depending on the terms of the agreement with the reseller, occurs when the products have been shipped to the reseller, are picked up from our third party warehouse, or arrive at the reseller’s facilities. Other revenue comprises sales not directly allocated to the DTC or Wholesale segments, including sales to employees and comparative period sales of personal protective equipment (“PPE”) to federal, provincial, and local health authorities. Gross Profit Gross profit is our revenue less cost of sales. Cost of sales comprises the cost of manufacturing our products and goods purchased from other manufacturers, including raw materials, direct labour, and overhead, plus freight, duties, and non- refundable taxes incurred in delivering the goods to distribution centres managed by third parties or to our retail stores. Product development costs, primarily employee salaries and benefits, included in inventories and intangible assets are being recognized in cost of sales accordingly. Beginning in fiscal 2021, incurred product development costs, primarily employee salaries and benefits, are recognized in SG&A expenses. Cost of sales also includes depreciation on our manufacturing right-of-use assets and plant assets as well as inventory provisions, and allowances related to obsolescence and shrinkage. The primary drivers of our cost of sales are the costs of raw materials (which are sourced in both Canadian dollars and U.S. dollars), manufacturing labour rates, and the allocation of overhead. Gross margin measures our gross profit as a percentage of revenue. SG&A Expenses SG&A expenses consist of selling costs to support our customer relationships and to deliver our products to our e-Commerce customers, retail stores, and wholesale partners. It also includes our marketing and brand investment activities and the corporate infrastructure required to support our ongoing operations, as well as depreciation and amortization. Foreign exchange gains and losses are recorded in SG&A expenses and comprise the translation of assets and liabilities denominated in currencies other than the functional currency of the Company or its subsidiaries, including cash balances, a portion of our Revolving Facility, the Term Loan Facility, the Mainland China Facilities, mark-to-market adjustments on derivative contracts, gains or losses associated with our term loan hedges, and realized gains on settlement of foreign currency denominated assets and liabilities. Selling costs, other than headcount-related costs, generally correlate to revenue timing and previous to fiscal 2021, would typically experience similar seasonal trends. As a percentage of sales, we expect these selling costs to change as our business evolves. This change has been and is expected to be primarily driven by the expansion of our DTC segment, including the investment required to support e-Commerce sites and retail stores. Retail store costs are mostly fixed and are incurred throughout the year. General and administrative expenses represent costs incurred in our corporate offices, primarily related to marketing, personnel costs (including salaries, variable incentive compensation, benefits, and share-based compensation), technology support, and other professional service -44- costs. We have invested considerably in this area to support the growing volume and complexity of our business and anticipate continuing to do so in the future. Beginning in fiscal 2021, incurred product development costs, primarily employee salaries and benefits, are recognized in SG&A expenses. Depreciation and amortization represent the economic benefit incurred in using the Company’s property, plant and equipment, intangible assets, and right-of-use assets. We expect depreciation and amortization to increase, primarily driven by the expansion of our DTC segment and information technology-related expenditures to support growth. Operating Income Operating income is our gross profit less SG&A expenses. Operating margin measures our operating income as a percentage of revenue. Net Interest and Other Finance Costs Net interest, finance and other costs represents interest expense on our borrowings including the Revolving Facility, the Term Loan Facility, the Mainland China Facilities, and lease liabilities, as well as standby fees, net of interest income. In addition, corporate restructuring costs have been recognized in fiscal 2021. Income Taxes We are subject to income taxes in the jurisdictions in which we operate and, consequently, income tax expense is a function of the allocation of taxable income by jurisdiction and the various activities that impact the timing of taxable events. -45- RESULTS OF OPERATIONS For the year ended April 3, 2022 compared to the year ended March 28, 2021 The following table summarizes results of operations and expresses the percentage relationship to revenue of certain financial statement captions. Basis points (“bps”) expresses the changes between percentages. CAD $ millions (except share and per share data) Statement of Income data: Revenue Cost of sales Gross profit Gross margin SG&A expenses SG&A expenses as % of revenue Operating income Operating margin Net interest, finance and other costs Income before income taxes Income tax expense Effective tax rate Net income Other comprehensive loss Comprehensive income Earnings per share Basic Diluted Weighted average number of shares outstanding Basic Diluted Non-IFRS Financial Measures: Adjusted EBIT Adjusted EBIT margin Adjusted net income Adjusted net income per basic share Adjusted net income per diluted share (1) $ $ $ $ April 3, 2022 1,098.4 364.8 733.6 66.8 % 576.9 52.5 % 156.7 14.3 % 39.0 117.7 23.1 19.6 % 94.6 (12.0) 82.6 0.87 0.87 $ $ For the year ended March 28, 2021 (2) $ Change % Change 903.7 349.7 554.0 61.3 % 437.0 48.4 % 117.0 12.9 % 30.9 86.1 15.8 18.4 % 70.3 (5.3) 65.0 0.64 0.63 194.7 (15.1) 179.6 (139.9) 39.7 (8.1) 31.6 (7.3) 24.3 (6.7) 17.6 0.23 0.24 42.0 33.2 0.32 0.31 21.5 % (4.3) % 32.4 % 550 bps (32.0) % (410) bps 33.9 % 140 bps (26.2) % 36.7 % (46.2) % (120) bps 34.6 % (126.4) % 27.1 % 35.9 % 38.1 % 31.7 % 120 bps 38.5 % 41.0 % 39.7 % 108,296,802 109,154,721 110,261,600 111,112,173 174.6 15.9 % 119.4 1.10 1.09 $ $ 132.6 14.7 % 86.2 0.78 0.78 (1) (2) See “Non-IFRS Financial Measures and Other Specified Financial Measures” for a description of these measures and a reconciliation to the nearest IFRS measure. The Company adopted a change in accounting policy on the treatment of implementation costs related to Software as a Service (“SaaS”) arrangements. See “Changes in Accounting Policies” for a description of the impact from adopting the agenda decision and the impact of retrospective application. -46- Revenue Revenue for the year ended April 3, 2022 increased by $194.7m, or 21.5%, to $1,098.4m from $903.7m for the year ended March 28, 2021. Excluding $47.2m of temporary PPE sales in the comparative period, revenue increased by $241.9m or 28.2%. On a constant currency basis, revenue increased by 23.2% for the year ended April 3, 2022 compared to the year ended March 28, 2021. Revenue generated from our DTC channel represented 67.4% of total revenue for the year ended April 3, 2022 compared to 58.3% for the year ended March 28, 2021. (1) CAD $ millions DTC Wholesale Other Total revenue For the year ended April 3, 2022 740.4 348.5 9.5 1,098.4 March 28, 2021 As reported 213.2 26.3 (44.8) 194.7 527.2 322.2 54.3 903.7 Foreign exchange impact 7.0 8.2 — 15.2 $ Change In constant (1) currency 220.2 34.5 (44.8) 209.9 As reported 40.4 % 8.2 % (82.5)% 21.5 % % Change In constant currency 41.8 % 10.7 % (82.5)% 23.2 % (1) Constant currency revenue is a non-IFRS financial measure. See “Non-IFRS Financial Measures and Other Specified Financial Measures” for a description of this measure. Impact of 53-Week Year on Revenue The Company’s fiscal year is a 52 or 53-week reporting cycle with the fiscal year ending on the Sunday closest to March 31. Each fiscal quarter is 13 weeks for a 52-week fiscal year. The additional week in a 53-week fiscal year is added to the third quarter. Fiscal 2022 was our first 53-week fiscal year, ending on April 3, 2022, and the additional week was added to the third quarter ended January 2, 2022. The additional week in the third quarter in fiscal 2022, which is during our peak season, had a significant impact on revenue in the third and fourth quarter of fiscal 2022, as in the comparative period, the additional week was included in the fourth quarter, and the final week in the fourth quarter was included in the subsequent fiscal year. The additional week included in the reported results for the third quarter generated $40.9m in revenue and the final week in the fourth quarter generated $5.5m in revenue. To explain the impact of the additional week, and to facilitate comparison with the results for the year ended March 28, 2021 over a similar calendar period, the below presents revenue for the year ended April 3, 2022 on the basis of excluding the final week of the fourth quarter ended April 3, 2022 (“53rd Week”). For the year ended Change April 3, 2022 740.4 348.5 9.5 1,098.4 53rd Week (4.7) (0.7) (0.1) (5.5) April 3, 2022 excluding 53rd Week 735.7 347.8 9.4 1,092.9 March 28, 2021 527.2 322.2 54.3 903.7 $ Change 208.5 25.6 (44.9) 189.2 % Change 39.5 % 7.9 % (82.7)% 20.9 % CAD $ millions DTC Wholesale Other Total revenue DTC Revenue from our DTC segment for the year ended April 3, 2022 was $740.4m compared to $527.2m for the year ended March 28, 2021. The increase of $213.2m or 40.4% was attributable to higher revenue from existing retail stores, complemented by e- Commerce growth of 15.9% and new retail expansion of the retail network. Excluding the 53rd Week, the increase in revenue was $208.5m or 39.5%. -47- Wholesale Revenue from our Wholesale segment for the year ended April 3, 2022 was $348.5m compared to $322.2m for the year ended March 28, 2021. The increase of $26.3m or 8.2% was attributable to an increase in orders globally relative to the comparative period. Other Revenue from our Other segment for the year ended April 3, 2022 was $9.5m compared to $54.3m for the year ended March 28, 2021. The decrease of $44.8m or (82.5)% was mainly attributable to $47.2m of PPE sales in the comparative period, which were temporarily manufactured in support of COVID-19 response efforts. Revenue by geography For the year ended CAD $ millions Canada United States Asia Pacific EMEA Total revenue (1) April 3, 2022 219.2 303.7 328.6 246.9 1,098.4 March 28, 2021 As reported 1.5 77.6 64.6 51.0 194.7 217.7 226.1 264.0 195.9 903.7 Foreign exchange impact — 6.9 0.5 7.8 15.2 $ Change In constant (2) currency 1.5 84.5 65.1 58.8 209.9 As reported 0.7 % 34.3 % 24.5 % 26.0 % 21.5 % % Change In constant (2) currency 0.7 % 37.4 % 24.7 % 30.0 % 23.2 % (1) (2) EMEA comprises Europe, the Middle East, Africa, and Latin America. Constant currency revenue is a non-IFRS financial measure. See “Non-IFRS Financial Measures and Other Specified Financial Measures” for a description of this measure. Revenue increased in all regions during the year ended April 3, 2022 compared to the comparative period resulting from an increase in both DTC and wholesale revenue. Revenue in Canada grew by 28.6% excluding the $47.2m of PPE sales made in the comparative period. Including PPE, revenue in Canada increased by 0.7%. The increase in revenue in all regions was attributable to higher revenues from existing retail stores, e-Commerce growth, retail store expansion, and wholesale growth. Gross Profit Gross profit and gross margin for the year ended April 3, 2022 were $733.6m and 66.8%, respectively, compared to $554.0m and 61.3%, respectively, for the year ended March 28, 2021. The increase in gross profit of $179.6m was attributable to higher revenue as noted above. Gross profit in the comparative period included the impact of $47.2m of non-recurring PPE sales, $13.5m of COVID-19 related government payroll subsidies, and $4.3m of manufacturing overhead costs during a period when production ceased due to COVID-19. Excluding the impact of these items, gross margin was 63.7% in the comparative period. Gross margin in the current period was favourably impacted by an increased proportion of DTC revenue from the comparative period, a lower proportion of sales to international distributors, and incremental benefits from pricing, which were partially offset by unfavourable impacts from product mix due to higher sales in non-parka categories, typically with lower margins. -48- April 3, 2022 For the year ended March 28, 2021 Gross profit Gross margin 76.0 % 47.8 % 43.2 % 563.0 166.5 4.1 733.6 66.8 % Gross profit (loss) Gross margin 76.3 % 402.4 47.3 % 152.4 (0.8) (1.5)% 554.0 61.3 % $ Change 160.6 14.1 4.9 179.6 Change in bps (30) bps 50 bps — 550 bps CAD $ millions DTC Wholesale Other Total gross profit DTC Gross profit in our DTC segment was $563.0m for the year ended April 3, 2022 compared to $402.4m for the year ended March 28, 2021. The increase of $160.6m in gross profit was attributable to higher revenues. On a reported basis, including the benefit of government payroll subsidies in the prior period of 80 bps, gross margin declined by 30 bps compared to the comparative period. Hence, gross margin of 76.0% for the year ended April 3, 2022 represented an underlying increase of 50 bps when excluding non-recurring subsidies. During the year ended April 3, 2022, gross margin was favourably impacted by incremental benefits from pricing (+190 bps) which were partially offset by the increase in sales volumes in non-parka categories (-100 bps) and unfavourable region mix (-30 bps) from a higher proportion of sales in North America and EMEA. Wholesale Gross profit in our Wholesale segment was $166.5m for the year ended April 3, 2022 compared to $152.4m for the year ended March 28, 2021. The increase in gross profit of $14.1m was attributable to higher revenues. The gross margin was 47.8% for the year ended April 3, 2022, an increase of 50 bps compared to 47.3% in the comparative period. Excluding the prior year benefits from COVID-19 related government payroll subsidies (-230 bps), the gross margin in the comparative period was 45.0%. During the year ended April 3, 2022, the increase in gross margin was driven by incremental benefits from pricing (+380 bps) and by a higher proportion of sales to our wholesale partners compared to international distributors (+200 bps), which were partially offset by unfavourable impacts from product mix due to higher sales in non-parka categories (-310 bps). Other Gross profit in our Other segment was $4.1m for the year ended April 3, 2022 compared to gross loss of $0.8m for the year ended March 28, 2021, an increase of $4.9m. Gross profit in the prior year included $4.3m in overhead costs resulting from the temporary closure of our manufacturing facilities due to COVID-19 and $1.5m in gross profit related to the sale of PPE. The balance of the gross profit increase versus the comparative period is due to higher employee sales. SG&A Expenses SG&A expenses were $576.9m for the year ended April 3, 2022 compared to $437.0m for the year ended March 28, 2021. The increase in SG&A expenses of $139.9m or 32.0% was attributable to $47.1m in higher costs related to new stores including the amortization associated with leased premises accounted for as right-of-use assets, and the reopening of existing retail stores, $19.8m of incremental investment in marketing to assist with brand awareness, the launch of footwear and support our growth through our digital sales channels, $16.8m of incremental personnel costs, $11.1m in strategic initiatives including continuing -49- support of Canada Goose footwear, $6.4m related to e-Commerce volumes and infrastructure, and the loss of $13.6m of COVID-19 government payroll subsidies. As a result of slower than expected return of international retail traffic and limited time remaining on leases, we recorded $7.7m of impairment losses in respect of two retail stores. CAD $ millions DTC Wholesale Other Total SG&A expenses April 3, 2022 % of segment revenue 31.1 % 15.9 % — 52.5 % Reported 229.9 55.3 291.7 576.9 For the year ended March 28, 2021 % of segment revenue 32.2 % 14.9 % — 48.4 % Reported 169.5 48.1 219.4 437.0 $ Change (60.4) (7.2) (72.3) (139.9) % Change (35.6)% (15.0)% (33.0)% (32.0)% Included in SG&A Expenses were Depreciation and Amortization expenses of $81.1m for the year ended April 3, 2022 compared to $62.6m for the year ended March 28, 2021, an increase of $18.5m or 29.6%. Of this increase, $16.8m was driven by continued retail expansion. DTC SG&A expenses in our DTC segment for the year ended April 3, 2022 were $229.9m, or 31.1% of segment revenue, compared to $169.5m, or 32.2% of segment revenue, for the year ended March 28, 2021. The increase of $60.4m or 35.6% was attributable to $47.1m of higher operating costs from a larger store network, the reopening of existing retail stores and the associated personnel costs. Additionally there were $6.4m of higher costs related to e-Commerce volumes and infrastructure. The comparative period also benefited from $3.2m of COVID-19 related government payroll subsidies which did not recur. Pre- store opening costs and COVID-19 related temporary store closure costs of $3.2m and $0.2m, respectively, were recognized in the year ended April 3, 2022 compared to pre-store opening costs and COVID-19 related temporary store closure costs of $5.2m and $7.6m, respectively, in the comparative period. Included in SG&A Expenses were Depreciation and Amortization expenses of $70.3m for the year ended April 3, 2022 compared to $53.7m for the year ended March 28, 2021, an increase of $16.6m or 30.9%, which was largely driven by continued retail expansion. We recorded $1.6m of impairment losses on fixed assets and $6.1m of impairment losses on right- of-use assets as described above. Wholesale SG&A expenses in our Wholesale segment for the year ended April 3, 2022 were $55.3m compared to $48.1m for the year ended March 28, 2021. The increase of $7.2m or 15.0% was attributable to $3.2m of higher freight costs driven by incremental volume, $2.1m of service fees, and $2.6m of incremental warranty costs. The comparative period also benefited from $1.4m of COVID-19 related government payroll subsidies which did not recur. Other SG&A expenses in our Other segment, which include unallocated corporate expenses, were $291.7m for the year ended April 3, 2022 compared to $219.4m for the year ended March 28, 2021. The increase of $72.3m or 33.0% was attributable to $19.2m of incremental investment in marketing and $11.1m in strategic initiatives, $18.9m of incremental personnel costs due to headcount growth offset by $4.8m of lower performance-based compensation. The increase -50- was partially offset by $6.3m of favourable foreign exchange fluctuations related to working capital denominated in currencies other than Canadian dollars and the Term Loan Facility, net of hedge impacts. The comparable period also benefited from the $3.0m release of a non-cash sales contract provision as a result of the expiration of the statute of limitations in the respective jurisdiction and $9.0m of government payroll subsidies which did not recur. Operating Income and Margin Operating income and operating margin were $156.7m and 14.3% for the year ended April 3, 2022 compared to $117.0m and 12.9%, respectively, for the year ended March 28, 2021. The increase in operating income of $39.7m and operating margin of +140 bps was attributable to higher gross profit, partially offset by higher operating costs. April 3, 2022 For the year ended March 28, 2021 Operating income (loss) 333.1 111.2 (287.6) 156.7 Operating margin Operating income (loss) Operating margin $ Change Change in bps 45.0 % 31.9 % — 14.3 % 232.9 104.3 (220.2) 117.0 44.2 % 32.4 % — 12.9 % 100.2 6.9 (67.4) 39.7 80 bps (50) bps — 140 bps CAD $ millions Segment: DTC Wholesale Other Total operating income DTC DTC segment operating income and operating margin were $333.1m and 45.0% for the year ended April 3, 2022 compared to $232.9m and 44.2% for the year ended March 28, 2021. Excluding impairment costs the operating margin was 46.0%. The increase in operating income of $100.2m and operating margin of +80 bps, respectively, were attributable to improved sales volumes from reduced COVID-19 impacts globally. This was partially offset by higher operating and personnel costs, as well as increased depreciation and amortization due to incremental new stores and increased overall store activity relative to the comparative period, and impairment losses. Pre-store opening costs and COVID-19 related temporary store closure costs of $3.2m and $0.2m, respectively, were recognized in the year ended April 3, 2022 compared to pre-store opening costs and COVID-19 related temporary store closure costs of $5.2m and $7.6m, respectively, in the comparative period. Wholesale Wholesale segment operating income and operating margin were $111.2m and 31.9% for the year ended April 3, 2022 compared to $104.3m and 32.4% for the year ended March 28, 2021. The increase in operating income of $6.9m was attributable to a higher segment revenue and gross profit, partially offset by higher SG&A expenses as discussed above. Other Other segment operating loss was $287.6m for the year ended April 3, 2022 compared to $220.2m for the year ended March 28, 2021. The increase in operating loss of $67.4m was attributable to $72.3m of higher SG&A expenses as discussed above, partially offset by $4.3m of overhead costs resulting from the temporary closure of our manufacturing facilities due to COVID-19 in the comparative period. -51- Net Interest, Finance and Other Costs Net interest, finance and other costs were $39.0m for the year ended April 3, 2022 compared to $30.9m for the year ended March 28, 2021. The increase of $8.1m and 26.2% was driven by the acceleration of unamortized costs of $9.5m in connection with the Repricing Amendment (as defined below) on the Term Loan Facility and higher interest charges of $3.1m on the Term Loan Facility due to higher gross borrowings from the comparative period. The increase in net interest, finance and other costs was partially offset by lower interest charges of $1.3m on the Revolving Facility due to lower gross borrowings, corporate restructuring costs of $1.7m incurred in the comparative period, and $1.1m attributable to the acceleration of unamortized costs in connection with the Refinancing Amendment that took place in the comparative period. Income Taxes Income tax expense was $23.1m for the year ended April 3, 2022 compared to $15.8m for the year ended March 28, 2021. For the year ended April 3, 2022, the effective and statutory tax rates were 19.6% and 25.4%, respectively, compared to 18.4% and 25.4% for the year ended March 28, 2021, respectively. Given our global operations, the effective tax rate is largely impacted by our profit or loss in taxable jurisdictions relative to the applicable tax rates as well as the derecognition of deferred tax assets associated with tax relief from Swiss Tax Reform and non-capital losses in fiscal 2022. Net Income Net income for the year ended April 3, 2022 was $94.6m compared to $70.3m for the year ended March 28, 2021, driven by the factors described above. -52- For the fourth quarter ended April 3, 2022 compared to the fourth quarter ended March 28, 2021 The following table summarizes results of operations and expresses the percentage relationship to revenues of certain financial statement captions. CAD $ millions (except share and per share data) Statement of (Loss) Income data: Revenue Cost of sales Gross profit Gross margin SG&A expenses SG&A expenses as % of revenue Operating income Operating margin Net interest, finance and other costs Loss before income taxes Income tax expense (recovery) Effective tax rate Net (loss) income Other comprehensive loss Comprehensive loss (Loss) earnings per share Basic Diluted Weighted average number of shares outstanding Basic Diluted (1) Non-IFRS Financial Measures: Adjusted EBIT (2) Adjusted EBIT margin Adjusted net income Adjusted net income per basic share Adjusted net income per diluted share Fourth quarter ended March 28, 2021 (3) $ Change April 3, 2022 223.1 69.0 154.1 69.1 % 153.2 68.7 % 0.9 0.4 % 7.0 (6.1) 3.0 (49.2)% (9.1) (2.3) (11.4) 208.8 70.2 138.6 66.4 % 131.4 62.9 % 7.2 3.4 % 8.2 (1.0) (3.5) 350.0 % 2.5 (8.0) (5.5) % Change 6.8 % 1.7 % 11.2 % 270 bps (16.6) % (580) bps (87.5) % (300) bps 14.6 % (510.0) % (185.7) % (39,920) bps (464.0) % 71.3 % (107.3) % (550.0) % (550.0) % 160.4 % 330 bps 485.7 % 300.0 % 300.0 % 14.3 1.2 15.5 (21.8) (6.3) 1.2 (5.1) (6.5) (11.6) 5.7 (5.9) (0.11) (0.11) 7.7 3.4 0.03 0.03 $ $ $ $ (0.09) (0.09) $ $ 0.02 0.02 $ $ 106,133,970 106,133,970 110,367,711 111,364,712 12.5 5.6 % 4.1 0.04 0.04 $ $ 4.8 2.3 % 0.7 0.01 0.01 $ $ (1) (2) (3) Subordinate voting shares issuable on exercise of stock options are not treated as dilutive if including them would decrease the loss per share. Accordingly, 564,433 potentially dilutive shares have been excluded from the calculation of diluted loss per share for the fourth quarter ended April 3, 2022. See “Non-IFRS Financial Measures and Other Specified Financial Measures” for a description of these measures and a reconciliation to the nearest IFRS measure. The Company adopted a change in accounting policy on the treatment of implementation costs related to Software as a Service (“SaaS”) arrangements. See “Changes in Accounting Policies” for a description of the impact from adopting the agenda decision and the impact of retrospective application. -53- Revenue Revenue for the fourth quarter ended April 3, 2022 was $223.1m, an increase of $14.3m, or 6.8%, from $208.8m for the fourth quarter ended March 28, 2021. Revenue generated from our DTC channel represented 83.1% of total revenue for the fourth quarter ended April 3, 2022 compared to 82.2% for the fourth quarter ended March 28, 2021. On a constant currency basis, revenue increased by 7.2% for the fourth quarter ended April 3, 2022 compared to the fourth quarter ended March 28, 2021. (1) Fourth quarter ended CAD $ millions DTC Wholesale Other Total revenue April 3, 2022 185.4 35.1 2.6 223.1 March 28, 2021 As reported 13.8 1.2 (0.7) 14.3 171.6 33.9 3.3 208.8 Foreign exchange impact (0.5) 1.2 — 0.7 $ Change In constant (1) currency 13.3 2.4 (0.7) 15.0 As reported 8.0 % 3.5 % (21.2)% 6.8 % % Change In constant (1) currency 7.8 % 7.1 % (21.2)% 7.2 % (1) Constant currency revenue is a non-IFRS financial measure. See “Non-IFRS Financial Measures and Other Specified Financial Measures” for a description of these measures. Impact of 53-Week Year on Revenue The Company’s fiscal year is a 52 or 53-week reporting cycle with the fiscal year ending on the Sunday closest to March 31. Each fiscal quarter is 13 weeks for a 52-week fiscal year. The additional week in a 53-week fiscal year is added to the third quarter. Fiscal 2022 was our first 53-week fiscal year, ending on April 3, 2022, and the additional week was added to the third quarter ended January 2, 2022. The additional week in the third quarter in fiscal 2022, which is during our peak season, had a significant impact on revenue in the third and fourth quarter of fiscal 2022, as in the comparative period, the additional week was included in the fourth quarter, and the final week in the fourth quarter was included in the subsequent fiscal year. The additional week which was previously reported in the third quarter generated $40.9m in revenue and the final week in the fourth quarter generated $5.5m in revenue. To explain the impact of the additional week, and to facilitate comparison with the results for the fourth quarter ended March 28, 2021 over a similar calendar period, the below presents revenue for the fourth quarter ended April 3, 2022 on the basis of excluding the 53rd Week and including the last week of the third quarter ended January 2, 2022 (“14th Week”). Fourth quarter ended Change April 3, 2022 185.4 35.1 2.6 223.1 14th Week 38.6 2.1 0.2 40.9 53rd Week (4.7) (0.7) (0.1) (5.5) April 3, 2022 including 14th Week, excluding 53rd Week 219.3 36.5 2.7 258.5 March 28, 2021 171.6 33.9 3.3 208.8 $ Change 47.7 2.6 (0.6) 49.7 % Change 27.8 % 7.7 % (18.2)% 23.8 % CAD $ millions DTC Wholesale Other Total revenue DTC Revenue from our DTC segment was $185.4m for the fourth quarter ended April 3, 2022 compared to $171.6m for the fourth quarter ended March 28, 2021. The increase of $13.8m or 8.0% was attributable to higher revenue from existing stores and new retail expansion partially offset with a decrease in e-Commerce revenue of 12.3%. Excluding the 53-week, and including -54- the last week of Q3, revenue increased by $33.9m resulting in growth of 27.8% for DTC, with e-Commerce growing at 1.2%. Wholesale Revenue from our Wholesale segment was $35.1m for the fourth quarter ended April 3, 2022 compared to $33.9m for the fourth quarter ended March 28, 2021. The increase of $1.2m or 3.5% was attributable to higher order values. Excluding the 53-week, and including the last week of Q3, revenue increased by $1.4m, resulting in growth of 7.7%. Other Revenue from our Other segment was $2.6m for the fourth quarter ended April 3, 2022 compared to $3.3m for the fourth quarter ended March 28, 2021. The decrease of $0.7m or (21.2)% was attributable to a decrease in employee sales. Revenue by geography CAD $ millions Canada United States Asia Pacific EMEA Total revenue (1) Fourth quarter ended April 3, 2022 40.2 70.5 70.6 41.8 223.1 March 28, 2021 As reported 1.0 39.2 14.6 55.9 (7.1) 77.7 5.8 36.0 14.3 208.8 Foreign exchange impact — 0.6 (1.8) 1.9 0.7 $ Change In constant (2) currency 1.0 15.2 (8.9) 7.7 15.0 As reported 2.6 % 26.1 % (9.1)% 16.1 % 6.8 % % Change In constant (2) currency 2.6 % 27.2 % (11.5)% 21.4 % 7.2 % (1) (2) EMEA comprises Europe, the Middle East, Africa, and Latin America. Constant currency revenue is a non-IFRS financial measure. See “Non-IFRS Financial Measures and Other Specified Financial Measures” for a description of these measures. Revenue increased in Canada, the United States and EMEA for the fourth quarter ended April 3, 2022 compared to the comparative quarter resulting from an increase in DTC revenue. Asia Pacific decreased due to lower DTC revenue. Gross Profit Gross profit and gross margin for the fourth quarter ended April 3, 2022 were $154.1m and 69.1%, respectively, compared to $138.6m and 66.4%, respectively, for the fourth quarter ended March 28, 2021. The increase in gross profit of $15.5m was attributable to higher revenue as noted above. Gross margin in the current quarter was favourably impacted by incremental benefits from pricing partially offset by unfavourable impacts from product mix due to higher sales in non-parka categories, typically with lower margins. -55- April 3, 2022 Gross profit Gross margin 76.1 % 33.6 % 46.2 % 141.1 11.8 1.2 154.1 69.1 % CAD $ millions DTC Wholesale Other Total gross profit DTC Fourth quarter ended March 28, 2021 Gross profit Gross margin 74.1 % 31.9 % 18.2 % 127.2 10.8 0.6 138.6 66.4 % $ Change 13.9 1.0 0.6 15.5 Change in bps 200 bps 170 bps — 270 bps Gross profit in our DTC segment was $141.1m for the fourth quarter ended April 3, 2022 compared to $127.2m for the fourth quarter ended March 28, 2021. The gross margin was 76.1% for the fourth quarter ended April 3, 2022, an increase of +200 bps compared to 74.1% in the comparative quarter. During the fourth quarter ended April 3, 2022, gross margin was favourably impacted by incremental impacts from pricing (+180 bps). Wholesale Gross profit in our Wholesale segment was $11.8m for the fourth quarter ended April 3, 2022 compared to $10.8m for the fourth quarter ended March 28, 2021. The increase of $1.0m in gross profit was attributable to lower revenues in 2021. The gross margin was 33.6% for the fourth quarter ended April 3, 2022, an increase of +170 bps compared to 31.9% in the comparative quarter. The gross margin in the comparative quarter included COVID-19 related government payroll benefits (+90 bps), excluding this impact, gross margin was 32.8% in the comparative year. During the fourth quarter ended April 3, 2022, gross margin was favourably impacted by the higher proportion of sales to our wholesale partners compared to international distributors (+110 bps). Other Gross profit in our Other segment was $1.2m respectively, for the fourth quarter ended April 3, 2022 compared to gross profit of $0.6m for the fourth quarter ended March 28, 2021, an increase of $0.6m from employee sales with higher margins. SG&A Expenses SG&A expenses were $153.2m for the fourth quarter ended April 3, 2022 compared to $131.4m for the fourth quarter ended March 28, 2021. The increase of $21.8m or 16.6% was attributable to $10.6m higher costs related to incremental new stores and the reopening of existing retail stores, $4.2m of unfavourable foreign exchange fluctuations related to working capital denominated in currencies other than Canadian dollars and the Term Loan Facility, net of hedge impacts and $4.8m in strategic initiatives, including digital capabilities and ongoing support of Canada Goose footwear. The increase was partially offset by $6.2m of reduced marketing expenditures due to a timing shift in activities. As a result of slower than expected return of international retail traffic and limited time remaining on existing leases, we recorded $7.7m of impairment losses in respect of two retail stores in the DTC operating segment in the current quarter. -56- CAD $ millions DTC Wholesale Other Total SG&A expenses April 3, 2022 % of segment revenue 37.4 % 35.9 % — 68.7 % Reported 69.4 12.6 71.2 153.2 Fourth quarter ended March 28, 2021 % of segment revenue 30.6 % 40.7 % — Reported 52.5 13.8 65.1 131.4 62.9 % $ Change (16.9) 1.2 (6.1) (21.8) % Change (32.2)% 8.7 % (9.4)% (16.6)% Depreciation and amortization, included above, was $21.6m for the fourth quarter ended April 3, 2022 compared to $17.4m for the fourth quarter ended March 28, 2021, an increase of $4.2m of which $3.8m was attributable to continued retail expansion. DTC SG&A expenses in our DTC segment for the fourth quarter ended April 3, 2022 were $69.4m, or 37.4% of segment revenue, compared to $52.5m, or 30.6% of segment revenue, for the fourth quarter ended March 28, 2021. The increase of $16.9m or 32.2% was attributable to $18.3m of higher operating costs due to incremental new stores and the reopening of existing retail stores including personnel costs. Additionally, there were $1.1m of higher costs related to e-Commerce volumes and to support our e-Commerce platform. These increases were partially offset by a $2.2m reduction in warranty costs. The comparative quarter also benefited from $0.8m of COVID-19 related government payroll subsidies which did not recur. Pre-store opening costs and COVID-19 related temporary store closure costs of less than $0.1m and $nil, respectively, were recognized in the fourth quarter ended April 3, 2022 compared to pre-store opening costs and COVID-19 related temporary store closure costs of $0.3m and $0.3m, respectively, in the comparative quarter. Depreciation and amortization, included above, was $19.0m for the fourth quarter ended April 3, 2022 compared to $15.3m for the fourth quarter ended March 28, 2021, an increase of $3.7m, which was largely attributable to continued retail expansion. We also recorded $7.7m of impairment losses as described above. Wholesale SG&A expenses in our Wholesale segment for the fourth quarter ended April 3, 2022 were $12.6m, or 35.9% of segment revenue, compared to $13.8m, or 40.7% of segment revenue, for the fourth quarter ended March 28, 2021. The decrease of $1.2m or 8.7% was attributable to $3.3m of lower warranty costs partially offset by $1.0m of higher freight costs, $0.5m of higher marketing costs and $0.3m of higher service fees. Other SG&A expenses in our Other segment, which include unallocated corporate expenses, were $71.2m for the fourth quarter ended April 3, 2022 compared to $65.1m for the fourth quarter ended March 28, 2021. The increase of $6.1m or 9.4% was attributable $5.0m in strategic initiatives, $4.1m unfavourable foreign exchange fluctuations related to working capital denominated in currencies other than Canadian dollars and the Term Loan Facility, net of hedge impacts and $3.1m increase driven by transaction related legal costs. The increase was partially offset by $6.6m of reduced marketing expenditures due to timing of activities. -57- Operating Income and Margin Operating income and operating margin were $0.9m and 0.4% for the fourth quarter ended April 3, 2022 compared to operating income and operating margin of $7.2m and 3.4% the fourth quarter ended March 28, 2021. The decrease in operating income of $6.3m and operating margin of 300 bps were attributable to higher operating and impairment costs noted above, partially offset by higher gross profit. April 3, 2022 Operating margin Fourth quarter ended March 28, 2021 Operating margin Operating income (loss) Operating income (loss) $ Change Change in bps 71.7 (0.8) (70.0) 0.9 38.7 % (2.3)% — 0.4 % 74.7 (3.0) (64.5) 7.2 43.5 % (8.8)% — 3.4 % (3.0) 2.2 (5.5) (6.3) (480)bps 650 bps — (300)bps CAD $ millions Segment: DTC Wholesale Other Total operating income DTC DTC segment operating income was $71.7m for the fourth quarter ended April 3, 2022 compared to $74.7m for the fourth quarter ended March 28, 2021. Despite improved sales volumes, operating income and operating margin decreased by $3.0m and 480 bps, respectively. Excluding impairment losses as described above, operating income was $79.4m and operating margin was 42.8%. Pre-store opening costs and COVID-19 related temporary store closure costs of less than $0.1m and $nil , respectively, were recognized in the fourth quarter ended April 3, 2022 compared to pre-store opening costs and COVID-19 related temporary store closure costs of $0.4m and $0.7m, respectively, in the comparative quarter. Wholesale Wholesale segment operating loss and operating margin were $0.8m and (2.3)% for the fourth quarter ended April 3, 2022 compared to $3.0m and (8.8)% for the fourth quarter ended March 28, 2021. The decrease in operating loss of $2.2m and increase in operating margin of 650 bps were attributable to a higher segment revenue and gross profit, as well as lower SG&A expenses as discussed above. Other Other segment operating loss was $70.0m for the fourth quarter ended April 3, 2022 compared to $64.5m for the fourth quarter ended March 28, 2021. The increase in operating loss of $5.5m was attributable to higher SG&A expenses as discussed above. Net Interest, Finance and Other Costs Net interest, finance and other costs were $7.0m for the fourth quarter ended April 3, 2022 compared to $8.2m for the fourth quarter ended March 28, 2021. The decrease of $1.2m or 14.6% was driven by lower interest charges of $1.0m on the Term Loan Facility due to a lower average interest rate on borrowings in the comparative quarter. -58- Income Taxes Income tax expense was $3.0m for the fourth quarter ended April 3, 2022 compared to income tax recovery of $3.5m for the fourth quarter ended March 28, 2021. For the fourth quarter ended April 3, 2022, the effective and statutory tax rates were (49.20)% and 25.4%, respectively, compared to 350.0% and 25.4% for the fourth quarter ended March 28, 2021. Given our global operations, the effective tax rate is largely impacted by our profit or loss in taxable jurisdictions relative to the applicable tax rates. Also, the reduction in deferred tax assets related to the Swiss Tax Reform and non-capital losses contributed to net tax expense during a quarter of overall loss while in the prior year, there were less non-deductible expenses, creating a positive rate recovery. Net Loss (Income) Net loss for the fourth quarter ended April 3, 2022 was $9.1m compared to net income of $2.5m for the fourth quarter ended March 28, 2021, driven by the factors described above. Quarterly Financial Information CAD $ millions (except per share data) (2) Revenue DTC Wholesale Other Total % of fiscal year revenue Net (loss) income (Loss) earnings per share Basic Diluted (1) Adjusted EBIT Adjusted net income (loss) per diluted share (1) Fiscal 2022 Fiscal 2021 Fourth Quarter Third Quarter Second Quarter First Quarter Fourth Quarter Third Quarter Second Quarter First Quarter 185.4 35.1 2.6 223.1 20.3 % (9.1) 443.9 138.2 4.0 586.1 53.4 % 151.3 82.0 149.1 1.8 232.9 21.2 % 9.9 $ $ (0.09) (0.09) 12.5 1.42 1.40 206.0 $ $ $ $ 0.09 0.09 17.4 29.1 26.1 1.1 56.3 5.1 % (57.5) (0.52) (0.52) (61.3) 0.04 $ 1.41 $ 0.13 $ (0.46) 171.6 33.9 3.3 208.8 23.1 % 2.5 299.1 161.1 13.8 474.0 52.5 % 107.0 46.2 118.5 30.1 194.8 21.6 % 10.6 $ $ 0.02 0.02 4.8 0.97 0.96 157.9 $ $ $ $ 0.10 0.10 16.0 10.4 8.7 7.0 26.1 2.9 % (49.8) (0.45) (0.45) (46.1) 0.01 $ 1.01 $ 0.11 $ (0.35) $ $ $ $ $ $ (1) (2) See “Non-IFRS Financial Measures and Other Specified Financial Measures” for a description of these measures and a reconciliation to the nearest IFRS measure for the current and comparative period. The Company adopted a change in accounting policy on the treatment of implementation costs related to Software as a Service (“SaaS”) arrangements. See “Changes in Accounting Policies” for a description of the impact from adopting the agenda decision and the impact of retrospective application. Revenue in our Wholesale segment is highest in our second and third quarters as we fulfill wholesale customer orders in time for the Fall and Winter retail seasons, and, in our DTC segment, in the third and fourth quarters. Our net income is typically negative in the first quarter and negative or reduced in the fourth quarter as we invest ahead of our peak season. -59- Revenue Over the last eight quarters, revenue has been impacted by the following: • the extra week in fiscal 2022 which has been added to the third quarter, as this fiscal year is our first 53-week year; • COVID-19 beginning in the fourth quarter of fiscal 2020; • • • • • • • • • • timing of store openings; launch and expansion of international e-Commerce sites; timing and extent of SG&A, including demand generation activities; increased manufacturing flexibility with higher in-house production, which has an impact on the timing of wholesale order shipments and customer demand; timing of end-consumer purchasing in the DTC segment and the availability of new products; successful execution of global pricing strategy; shift in mix of revenue from wholesale to DTC, which has impacted the seasonality of our financial performance; shift in geographic mix of sales to increase sales outside of Canada; fluctuation of foreign currencies relative to the Canadian dollar; protests in many North American cities beginning in the first quarter of fiscal 2021; and • PPE production beginning in the first quarter through to the third quarter of fiscal 2021. Net (Loss) Income Over the last eight quarters, net (loss) income has been affected by the following factors: • • • • • • • • impact of the items affecting revenue, as discussed above; costs incurred and relief received from government programs as a result of the COVID-19 pandemic beginning in the fourth quarter of fiscal 2020; increase and timing of our investment in brand, marketing, and administrative support as well as increased investment in property, plant, and equipment and intangible assets to support growth initiatives; increase in fixed SG&A costs associated with our business, particularly the headcount growth and premises costs associated with our expanding DTC channel, resulting in negative and reduced net income in our seasonally low- revenue first and fourth quarters, respectively; impact of foreign exchange; fluctuations in average cost of borrowings to address growing net working capital requirements and higher seasonal borrowings in the first and second quarters of each fiscal year to address the seasonal nature of revenue; pre-store opening costs incurred, timing of leases signed, and opening of stores; the nature and timing of transaction costs in connection with the Baffin acquisition, and amendments to long-term debt agreements; and -60- • the proportion of taxable income in non-Canadian jurisdictions and changes to rates and tax legislation in those jurisdictions. NON-IFRS FINANCIAL MEASURES AND OTHER SPECIFIED FINANCIAL MEASURES The Company uses certain financial measures that are “non-IFRS financial measures”, including adjusted EBIT, adjusted EBITDA, adjusted net income, constant currency revenue, net debt, net working capital, and free operating cash flow, as well as certain financial measures that are “non-IFRS ratios”, including adjusted EBIT margin, adjusted net income per basic and diluted share, net debt leverage, and net working capital turnover, in each case in this document and other documents. These financial measures are employed by the Company to measure its operating and economic performance and to assist in business decision-making, as well as providing key performance information to senior management. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors and analysts use this information to evaluate the Company’s operating and financial performance. These financial measures are not defined under IFRS nor do they replace or supersede any standardized measure under IFRS. Other companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures. For the year ended Fourth quarter ended CAD $ millions (except per share data) Adjusted EBIT Adjusted EBIT margin Adjusted EBITDA Adjusted net income Adjusted net income per basic share Adjusted net income per diluted share Free operating cash flow April 3, 2022 March 28, 2021 (1) April 3, 2022 March 28, 2021 (1) 174.6 15.9 % 268.1 119.4 1.10 1.09 67.5 $ $ 132.6 14.7 % 202.0 86.2 0.78 0.78 222.9 $ $ 12.5 5.6 % 38.3 4.1 0.04 0.04 (49.5) $ $ $ $ 4.8 2.3 % 25.3 0.7 0.01 0.01 22.8 (1) The Company adopted a change in accounting policy on the treatment of implementation costs related to Software as a Service (“SaaS”) arrangements. See “Changes in Accounting Policies” for a description of the impact from adopting the agenda decision and the impact of retrospective application. CAD $ millions Net debt Net working capital April 3, 2022 (333.8) 255.4 March 28, 2021 (154.2) 202.1 Adjusted EBIT, adjusted EBIT margin, adjusted EBITDA, adjusted net income, and adjusted net income per basic and diluted share These measures exclude the impact of certain non-cash items and certain other adjustments related to events that are non- recurring or unusual in nature, including COVID-19, that we believe are not otherwise reflective of our ongoing operations and that make comparisons of underlying financial performance between periods difficult. We use, and believe that certain investors and analysts use, this information to evaluate our core financial and operating performance for business planning purposes, as well as to analyze how our business operates in, or responds to, swings in economic cycles or to other events that impact the apparel industry. -61- For the years ended April 3, 2022 and March 28, 2021, we believe that identifying certain costs directly resulting from the impact of COVID-19 and excluding these amounts from our calculation of the non-IFRS financial measures described above helps management and investors assess the impact of COVID-19 on our business as well as our general economic performance during the period. For the year ended April 3, 2022, these primarily comprised of temporary store closure costs including depreciation and interest expenses. These were partially offset by rent concessions recognized during the period. Constant currency revenue Constant currency revenue is calculated by translating the prior year reported amounts into comparable amounts using a single foreign exchange rate for each currency calculated based on the current period exchange rates. We use, and believe that certain investors and analysts use, this information to assess how our business and geographic segments performed excluding the effects of foreign currency exchange rate fluctuations. See the Revenue section of the “Results of Operations” for a reconciliation of reported revenue and revenue on a constant currency basis. Net debt and net debt leverage We define net debt as cash less total borrowings and lease liabilities, and net debt leverage as the ratio of net debt to adjusted EBITDA, measured on a spot basis. We use, and believe that certain investors and analysts use, these non-IFRS measures to determine the Company’s financial leverage and ability to meet its debt obligations. See “Financial Condition, Liquidity and Capital Resources - Indebtedness” below for a table providing the calculation of net debt and discussion of net debt leverage. Net working capital and net working capital turnover We define net working capital as current assets, net of cash, minus current liabilities, excluding the short-term borrowings and current portion of lease liabilities. Net working capital turnover is the ratio of average net working capital to revenue, by averaging net working capital for each quarter. We use, and believe that certain investors and analysts use, this information to assess the Company’s liquidity and management of net working capital resources. See “Financial Condition, Liquidity and Capital Resources” below for a table providing the calculation of net working capital. Free operating cash flow We define free operating cash flow as net cash flows from (used in) operating activities plus net cash flows from (used in) investing activities, minus principal payments on lease liabilities. We use, and believe that certain investors and analysts use, this information to assess the Company’s financial leverage and cash available for repayment of borrowings and other financing activities and as an indicator of operational financial performance. See “Cash Flows” below for a table providing the free operating cash flow balance for the year. -62- The tables below reconcile net income to adjusted EBIT, adjusted EBITDA and adjusted net income for the periods indicated. Adjusted EBIT margin is equal to adjusted EBIT for the period presented as a percentage of revenue for the same period. CAD $ millions Net income (loss) Add (deduct) the impact of: Income tax expense (recovery) Net interest, finance and other costs Operating Income Unrealized foreign exchange loss (gain) on Term Loan Facility (a) Share-based compensation (b) Net temporary store closure costs (c) Net excess overhead costs from temporary closure of manufacturing facilities (c) Pre-store opening costs (d) Transition of logistics agencies (g) Costs of the Baffin acquisition (h) Non-cash provision release (i) Joint Venture transaction costs (j) Impairment losses (k) Other (n) Total adjustments Adjusted EBIT Adjusted EBIT margin For the year ended March 28, (1) 2021 70.3 April 3, 2022 94.6 Fourth quarter ended April 3, 2022 (9.1) March 28, 2021 2.5 (1) 23.1 39.0 156.7 2.7 0.2 0.2 — 3.2 0.1 — — 0.7 7.7 3.1 17.9 174.6 15.8 30.9 117.0 (1.7) 0.5 7.5 4.3 5.2 2.2 1.0 (3.0) — — (0.4) 15.6 132.6 3.0 7.0 0.9 1.1 — — — 0.1 — — — 0.7 7.7 2.0 11.6 12.5 15.9 % 14.7 % 5.6 % (3.5) 8.2 7.2 (3.1) 0.2 0.7 — 0.4 — — — — — (0.6) (2.4) 4.8 2.3 % (1) The Company adopted a change in accounting policy on the treatment of implementation costs related to Software as a Service (“SaaS”) arrangements. See “Changes in Accounting Policies” for a description of the impact from adopting the agenda decision and the impact of retrospective application. -63- CAD $ millions Net income (loss) Add (deduct) the impact of: Income tax expense (recovery) Net interest, finance and other costs Operating Income Unrealized foreign exchange loss (gain) on Term Loan Facility (a) Share-based compensation (b) Net temporary store closure costs (c) Net excess overhead costs from temporary closure of manufacturing facilities (c) Pre-store opening costs (d) Transition of logistics agencies (g) Costs of the Baffin acquisition (h) Non-cash provision release (i) Joint Venture transaction costs (j) Impairment losses (k) Other (n) Depreciation and amortization (o) Temporary store closure costs - depreciation (e) Pre-store opening costs - depreciation (f) Adjusted EBITDA For the year ended March 28, (1) 2021 70.3 April 3, 2022 94.6 23.1 39.0 156.7 2.7 0.2 0.2 — 3.2 0.1 — — 0.7 7.7 3.1 95.8 (0.2) (2.1) 268.1 15.8 30.9 117.0 (1.7) 0.5 7.5 4.3 5.2 2.2 1.0 (3.0) — — (0.4) 77.4 (5.0) (3.0) 202.0 Fourth quarter ended March 28, (1) 2021 April 3, 2022 (9.1) 3.0 7.0 0.9 1.1 — — — 0.1 — — — 0.7 7.7 2.0 25.8 — — 38.3 2.5 (3.5) 8.2 7.2 (3.1) 0.2 0.7 — 0.4 — — — — — (0.6) 21.0 (0.4) (0.1) 25.3 (1) The Company adopted a change in accounting policy on the treatment of implementation costs related to Software as a Service (“SaaS”) arrangements. See “Changes in Accounting Policies” for a description of the impact from adopting the agenda decision and the impact of retrospective application. -64- CAD $ millions Net income (loss) Add (deduct) the impact of: Unrealized foreign exchange loss (gain) on Term Loan Facility (a) Share-based compensation (b) Net temporary store closure costs (c) (e) Net excess overhead costs from temporary closure of manufacturing facilities (c) Pre-store opening costs (d) (f) Transition of logistics agencies (g) Costs of the Baffin acquisition (h) Non-cash provision release (i) Joint Venture transaction costs (j) Impairment losses (k) Deferred tax adjustment (l) Acceleration of unamortized costs on Term Loan Facility Repricing (m) Restructuring expense (c) Other (n) Total adjustments Tax effect of adjustments Adjusted net income For the year ended Fourth quarter ended April 3, 2022 94.6 2.7 0.2 0.2 — 3.6 0.1 — — 0.7 7.7 4.5 9.5 — 3.1 32.3 (7.5) 119.4 March 28, 2021 (1) 70.3 (1.7) 0.5 9.0 4.3 6.0 2.2 1.0 (3.0) — — — 1.1 1.7 (0.2) 20.9 (5.0) 86.2 April 3, 2022 (9.1) 1.1 — — — 0.1 — — — 0.7 7.7 4.5 — — 2.0 16.1 (2.9) 4.1 March 28, 2021 (1) 2.5 (3.1) 0.2 0.9 — 0.6 — — — — — — — — (0.6) (2.0) 0.2 0.7 (1) The Company adopted a change in accounting policy on the treatment of implementation costs related to Software as a Service (“SaaS”) arrangements. See “Changes in Accounting Policies” for a description of the impact from adopting the agenda decision and the impact of retrospective application. (a) Unrealized gains and losses on the translation of the Term Loan Facility from USD to CAD, net of the effect of derivative transactions entered into to hedge a portion of the exposure to foreign currency exchange risk. (b) Non-cash based compensation expense on stock options issued prior to the Company’s initial public offering (“IPO”) under the Legacy Plan and cash payroll taxes paid of $nil and $0.1m in the fourth quarter and year ended April 3, 2022, respectively, (fourth quarter and year ended March 28, 2021 - $0.2m and $0.2m, respectively) on gains earned by option holders (compensation) when stock options are exercised. (c) Net temporary store closure costs of $nil and $0.2m were incurred in the fourth quarter and year ended April 3, 2022, respectively. These were comprised of temporary store costs of $nil and $0.4m, partially offset by government subsidies of $nil and $0.2m in Europe in the fourth quarter and year ended April 3, 2022, respectively. Globally, government subsidies of -65- $0.4m and $27.5m were recognized in the fourth quarter and year ended March 28, 2021, respectively. Government subsidies were recorded as a reduction to excess overhead costs from temporary closure of manufacturing facilities ($nil and $1.3m), temporary store closure costs ($0.4m and $1.8m), and restructuring expense ($nil and $0.4m), for the fourth quarter and year ended March 28, 2021, respectively. The benefit of $0.4m and $24.0m of government subsidies therefore remained in adjusted EBIT as a reduction to the associated wage costs for the fourth quarter and year ended March 28, 2021, respectively. (d) Costs incurred during pre-opening periods for new retail stores, including depreciation on right-of-use assets. (e) Includes $nil and less than $0.1m of interest expense on lease liabilities for temporary store closures for the fourth quarter and year ended April 3, 2022, respectively (fourth quarter and year ended March 28, 2021 - $0.1m and $1.5m, respectively). (f) Pre-store opening costs incurred in (d) above as well as less than $0.1m and $0.4m of interest expense on lease liabilities for new retail stores during pre-opening periods in the fourth quarter and year ended April 3, 2022, respectively (fourth quarter and year ended March 28, 2021 - $0.2m and $0.8m, respectively). (g) Costs incurred for the transition of logistics, warehousing, and freight forwarding agencies to enhance our global distribution structure. (h) Costs in connection with the Baffin acquisition and the impact of gross margin that would otherwise have been recognized on inventory recorded at net realizable value less costs to sell. (i) Release of a non-cash sales contract provision as a result of the expiration of the statute of limitations in the respective jurisdiction in the year ended March 28, 2021. (j) Acquisition and transactions costs related to the Japanese joint venture recognized in the year ended April 3, 2022. (k) Impairment losses for non-financial retail assets recorded as the result of the annual impairment assessment for the year ended April 3, 2022. (l) Deferred tax adjustment recorded as the result of Swiss tax reform in Canada Goose International AG in the year ended April 3, 2022. (m) Non-cash unamortized costs accelerated in connection with the Repricing Amendment on April 9, 2021 during the year ended April 3, 2022 and the amendments to the Term Loan Facility on October 7, 2020 and May 10, 2019 for the year ended March 28, 2021. (n) Costs for legal proceeding fees including for the defense of class action lawsuits and rent abatements received. (o) Adjusted EBITDA is calculated as adjusted EBIT plus depreciation and amortization as determined in accordance with IFRS, less the depreciation impact for both temporary store closures (e) and pre-store opening costs (f). Depreciation and amortization includes depreciation on right-of-use assets under IFRS 16, Leases. -66- FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES Financial Condition The following table represents our net working capital position as at April 3, 2022 and March 28, 2021: (1) CAD $ millions Current assets Deduct: Cash Current assets, net of cash Current liabilities Deduct the impact of: Short-term borrowings Current portion of lease liabilities Current liabilities, net of short-term borrowings and current portion of lease liabilities Net working capital April 3, 2022 762.3 (287.7) 474.6 281.5 (3.8) (58.5) 219.2 255.4 March 28, 2021 896.9 (477.9) 419.0 262.1 — (45.2) 216.9 202.1 $ Change (134.6) 190.2 55.6 19.4 (3.8) (13.3) 2.3 53.3 % Change (15.0)% (39.8)% 13.3 % 7.4 % — % 29.4 % 1.1 % 26.4 % (1) See “Non-IFRS Financial Measures and Other Specified Financial Measures” for a description of these measures. As at April 3, 2022, we had $255.4m of net working capital compared to $202.1m of net working capital as at March 28, 2021. The $53.3m increase, or 26.4%, was attributable to a $51.0m increase in inventory. Net working capital turnover was 25.3% in the year ended April 3, 2022. (1) -67- Cash Flows The following table summarizes the Company’s consolidated statement of cash flows for the year ended April 3, 2022 compared to the year ended March 28, 2021, and for the fourth quarter ended April 3, 2022 compared to the fourth quarter ended March 28, 2021. CAD $ millions Total cash provided by (used in): Operating activities Investing activities Financing activities Effects of foreign currency exchange rate changes on cash (Decrease) increase in cash Cash, beginning of period Cash, end of period Free operating cash flow (1) For the year ended March 28, (2) 2021 April 3, 2022 $ Change Fourth quarter ended March 28, (2) 2021 April 3, 2022 $ Change 151.6 (37.2) (298.2) (6.4) (190.2) 477.9 287.7 67.5 288.6 (26.9) 197.0 (12.5) 446.2 31.7 477.9 222.9 (137.0) (10.3) (495.2) 6.1 (636.4) 446.2 (190.2) (155.4) (21.6) (13.8) (80.5) (4.5) (120.4) 408.1 287.7 (49.5) 42.6 (8.8) (17.3) (7.6) 8.9 469.0 477.9 22.8 (64.2) (5.0) (63.2) 3.1 (129.3) (60.9) (190.2) (72.3) (1) (2) See “Non-IFRS Financial Measures and Other Specified Financial Measures” for a description of this measure - and “Free operating cash flow” for a reconciliation to the nearest IFRS measure. The Company adopted a change in accounting policy on the treatment of implementation costs related to Software as a Service (“SaaS”) arrangements. See “Changes in Accounting Policies” for a description of the impact from adopting the agenda decision and the impact of retrospective application. Cash Requirements Our primary need for liquidity is to fund net working capital, capital expenditures, debt services, and general corporate requirements of our business. Our primary source of liquidity to meet our cash requirements is cash generated from operating activities over our annual operating cycle. We also utilize the Mainland China Facilities, the Revolving Facility, and the Trade accounts receivable factoring program to provide short-term liquidity and to have funds available for net working capital. Our ability to fund our operations, invest in planned capital expenditures, meet debt obligations, and repay or refinance indebtedness depends on our future operating performance and cash flows, which are subject, but not limited to, prevailing economic, financial, and business conditions, some of which are beyond our control. Cash generated from operating activities is significantly impacted by the seasonality of our business. Historically, cash flows from operating activities have been highest in the third and fourth fiscal quarters of the fiscal year due to revenue from the DTC segment and the collection of receivables from wholesale revenue earlier in the year. -68- Cash flows from operating activities Cash flows from operating activities were $151.6m for the year ended April 3, 2022 compared to $288.6m for the year ended March 28, 2021. The decrease in cash from operating activities of $137.0m was largely driven by $127.7m of increased inventory production as our manufacturing facilities exclusively produced PPE in the comparative period. Cash flows used in operating activities was $21.6m for the fourth quarter ended April 3, 2022 compared to cash flows from operating activities of $42.6m for the fourth quarter ended March 28, 2021. The decrease in cash from operating activities of $64.2m was driven by $14.9m of lower receivables, $25.4m of increased inventory production, and $27.2m of accounts payable and accrued liabilities driven by higher accrued expenses. Cash flows used in investing activities Cash flows used in investing activities were $37.2m for the year ended April 3, 2022 compared to $26.9m for the year ended March 28, 2021. The increase in cash flows used in investing activities of $10.3m was primarily due to the investment program behind our strategic initiatives, including higher costs incurred for retail store construction. Cash flows used in investing activities were $13.8m for the fourth quarter ended April 3, 2022 compared to cash flows used in investing activities of $8.8m for the fourth quarter ended March 28, 2021. The increase in cash flows used in investing activities of $5.0m was due to the investment program behind our strategic initiatives as described above. Cash flows (used in) from financing activities Cash flows used in financing activities were $298.2m for the year ended April 3, 2022 compared to cash flows from financing activities of $197.0m for the year ended March 28, 2021. The increase in cash flows from financing activities of $495.2m was driven by higher borrowings on the Term Loan Facility in the comparative period and the payments for the purchase of subordinate voting shares related to the Normal Course Issuer Bid (“NCIB”) as described below. Cash flows used in financing activities were $80.5m for the fourth quarter ended April 3, 2022 compared to $17.3m for the fourth quarter ended March 28, 2021. The increase in cash flows used in financing activities of $63.2m was largely driven by $65.9m of payments for the purchase of subordinate voting shares related to the NCIB as described above. -69- Free operating cash flow (1) The table below reconciles the cash flows from (used in) operating and investing activities, principal payments on lease liabilities to free operating cash flow. CAD $ millions Total cash from (used in): Operating activities Investing activities Deduct the impact of: Principal payments on lease liabilities Free operating cash flow (1) For the year ended March 28, (2) 2021 April 3, 2022 $ Change Fourth quarter ended March 28, (2) 2021 April 3, 2022 $ Change 151.6 (37.2) (46.9) 67.5 288.6 (26.9) (38.8) 222.9 (137.0) (10.3) (8.1) (155.4) (21.6) (13.8) (14.1) (49.5) 42.6 (8.8) (11.0) 22.8 (64.2) (5.0) (3.1) (72.3) (1) (2) See “Non-IFRS Financial Measures and Other Specified Financial Measures” for a description of this measure. The Company adopted a change in accounting policy on the treatment of implementation costs related to Software as a Service (“SaaS”) arrangements. See “Changes in Accounting Policies” for a description of the impact from adopting the agenda decision and the impact of retrospective application. Free operating cash flow decreased to $67.5m for the year ended April 3, 2022 from $222.9m for the year ended March 28, 2021 due to lower cash flows from operating and investing activities as described above, and higher principal paid on lease liabilities. Free operating cash flow decreased to $(49.5)m for the fourth quarter ended April 3, 2022 from $22.8m for the fourth quarter ended March 28, 2021 due to the factors described above. Indebtedness The following table presents our net debt as of April 3, 2022 and March 28, 2021. (1) CAD $ millions Cash Mainland China Facilities Revolving Facility Term Loan Facility Lease liabilities Net debt (1) April 3, 2022 287.7 — — (370.8) (250.7) (333.8) March 28, 2021 477.9 — — (377.3) (254.8) (154.2) $ Change (190.2) — — 6.5 4.1 (179.6) (1) See “Non-IFRS Financial Measures and Other Specified Financial Measures” for a description of this measure. As at April 3, 2022, net debt was $333.8m compared to $154.2m as at March 28, 2021. The increase of $179.6m was driven by a lower cash position of $190.2m partially offset by an increase in the borrowings of the Term Loan Facility by $6.5m due to the Refinancing Amendment and an increase of $4.1m in lease liabilities. Net debt leverage as at April 3, 2022 was 1.2 times adjusted EBITDA. (1) -70- Revolving Facility The Company has an agreement with a syndicate of lenders for a senior secured asset-based credit facility (“Revolving Facility”) consisting of a revolving credit facility in the amount of $467.5m, with an increase in commitments to $517.5m during the peak season (June 1 - November 30). The Revolving Facility matures on June 3, 2024. Amounts owing under the Revolving Facility may be borrowed, repaid and re-borrowed for general corporate purposes. The Company has pledged substantially all of its assets as collateral for the revolving facility. The revolving facility contains financial and non-financial covenants which could impact the Company’s ability to draw funds. As at April 3, 2022, the Company had repaid all principle amounts owing on the revolving facility (March 28, 2021 - $nil). As at April 3, 2022, interest and administrative fees for $0.5m remain outstanding. Deferred financing charges in the amounts of $0.9m (March 28, 2021 - $1.7m), were included in other long-term liabilities. As at and during the year ended April 3, 2022, the Company was in compliance with all covenants. The Company had unused borrowing capacity available under the Revolving Facility of $191.8m as at April 3, 2022 (March 28, 2021 - $181.2m). The Company had a first-in, last-out facility included in the Revolving Facility in the amount of $50.0m which matured on May 25, 2021. No amounts were outstanding at the time of maturity and the first-in, last-out facility has not been renewed. As the facility was not renewed, deferred financing costs of $0.4m were written off to the statement of income. As at April 3, 2022, the Company had letters of credit outstanding under the Revolving Facility of $4.6m (March 28, 2021 - $5.0m). Term Loan Facility The Company has a senior secured loan agreement (“Term Loan Facility”) with a syndicate of lenders that is secured on a split collateral basis alongside the Revolving Facility. As a result of the Refinancing Amendment which took place on October 7, 2020, the aggregate principal amount owing increased to US$300.0m from US$113.8m. On April 9, 2021, the Company entered into an agreement with its lenders to reprice its term loan, referred to as the Repricing Amendment and Fifth Amendment to Credit Agreement ("Repricing Amendment"). The Repricing Amendment decreases the interest to a rate of LIBOR plus an applicable margin of 3.50% from LIBOR plus an applicable margin of 4.25%, payable quarterly in arrears. The Company elected to account for the Repricing Amendment as a debt extinguishment and re-borrowing of the loan amount. As a result, the acceleration of unamortized costs of $9.5m was included in net interest, finance and other costs in the statement of income. In connection with the Repricing Amendment, the Company incurred transaction costs of $0.9m which are being amortized using the effective interest rate method over the new term to maturity. As a result of the Repricing Amendment, there were no changes to the following terms from the existing Term Loan Facility: a) the aggregate principal amount of US$300.0m; b) the maturity date of October 7, 2027; c) LIBOR may not be less than 0.75%, and d) US$0.75m on the principal amount is repayable quarterly. The Repricing Amendment had no impact on the existing derivative contracts entered into on October 30, 2020. Voluntary prepayments of amounts owing under the Term Loan Facility may be made at any time without premium or penalty but once repaid may not be reborrowed. The Company began quarterly repayments of US$0.75m on the principal amount during the first quarter ended June 27, 2021. The Company has pledged substantially all of its assets as collateral for the Term -71- Loan Facility. The Term Loan Facility contains financial and non-financial covenants which could impact the Company’s ability to draw funds. As at and during the year ended April 3, 2022, the Company was in compliance with all covenants. As the Term Loan Facility is denominated in U.S. dollars, the Company remeasures the outstanding balance in Canadian dollars at each balance sheet date. As at April 3, 2022, we had $370.8m (US$296.3m) aggregate principal amount outstanding under the Term Loan Facility (March 28, 2021 - $377.3m). The difference in amounts in these periods is the result of the change in the CAD:USD exchange rate. As at March 28, 2021, prior to the Refinancing Amendment, the aggregate principal amount owing was $377.3m. Mainland China Facilities A subsidiary of the Company in Mainland China has two uncommitted loan facilities in the aggregate amount of RMB 310.0m ("Mainland China Facilities"). The term of each draw on the loans is one, three or six months or such other period as agreed upon and shall not exceed twelve months (including any extension or rollover). The interest rate on each facility is equal to loan prime rate of 1 year, plus 0.15% per annum, and payable at one, three or six months, depending on the term of each draw. Proceeds drawn on the Mainland China Facilities are being used to support working capital requirements and build up of inventory for peak season sales. As at April 3, 2022, the Company had no amounts owing on the Mainland China Facilities (March 28, 2021 - $nil). Short-term Borrowings As at April 3, 2022, the Company has short-term borrowings in the amount of $3.8m. Short-term borrowings are the quarterly principal repayments on the term loan of $3.8m (March 28, 2021 - $nil). Short-term borrowings are all due within the next 12 months. Lease Liabilities The Company had $250.7m (March 28, 2021 - $254.8m) of lease liabilities as at April 3, 2022, of which $58.5m (March 28, 2021 - $45.2m) are due within one year. Lease liabilities represent the discounted amount of future payments under leases for right- of-use assets. Normal Course Issuer Bid (“NCIB”) The Company has initiated a NCIB in relation to its subordinate voting shares. The Company is authorized to make purchases under the NCIB from August 20, 2021 to August 19, 2022, in accordance with the requirements of the Toronto Stock Exchange (the “TSX”). The Board of Directors of the Company has authorized the Company to repurchase up to 5,943,239 subordinate voting shares, representing approximately 10.0% of the issued and outstanding subordinate voting shares as at August 6, 2021. Purchases will be made by means of open market transactions on both the TSX and the New York Stock Exchange (the “NYSE”), or alternative trading systems, if eligible, or by such other means as a securities regulatory authority may permit. Under the NCIB, the Company will be allowed to purchase daily, through the facilities of the TSX, a maximum of 256,010 subordinate voting shares, representing 25% of the average daily trading volume, as calculated per the TSX rules for the six- month period starting on February 1, 2021 to July 31, 2021. Repurchased subordinate voting shares will be cancelled. A copy of the Company's notice of intention to commence a normal course issuer bid through the facilities of the TSX may be obtained, without charge, by contacting the Company. The Company believes that the purchase of its subordinate voting shares under the NCIB is an appropriate and desirable use of available excess cash. -72- Further, the Board of Directors has authorized the Company to initiate an automatic share purchase plan ("ASPP") under which a designated broker may purchase subordinate voting shares under the NCIB during the regularly scheduled quarterly trading blackout period. The repurchases made under the ASPP will be made in accordance with certain purchasing parameters and will continue until the earlier of the date in which the Company has acquired the maximum limit of subordinate voting shares pursuant to the ASPP or upon the date of expiry of the NCIB. For the year ended April 3, 2022, the Company purchased 5,636,763 subordinate voting shares for cancellation for total cash consideration of $253.2m. The amount to purchase the subordinate voting shares has been charged to share capital, with the remaining $241.3m charged to retained earnings. For the fourth quarter ended April 3, 2022, the Company purchased 1,771,627 subordinate voting shares for cancellation for total cash consideration of $65.9m. The amount to purchase the subordinate voting shares has been charged to share capital, with the remaining $62.0m charged to retained earnings. Capital Management The Company manages its capital and capital structure, which the objectives of safeguarding sufficient net working capital over the annual operating cycle and providing sufficient financial resources to grow operations to meet long-term consumer demand. The Board of Directors of the Company monitors the Company’s capital management on a regular basis. We will continually assess the adequacy of the Company’s capital structure and capacity and make adjustments within the context of the Company’s strategy, economic conditions, and risk characteristics of the business. (1) (1) See “Non-IFRS Financial Measures and Other Specified Financial Measures” for a description of these measures. Contractual Obligations The following table summarizes certain of our significant contractual obligations and other obligations as at April 3, 2022: CAD $ millions Accounts payable and accrued liabilities Term Loan Facility Interest commitments relating to borrowings Foreign exchange forward contracts Lease obligations Pension obligation (1) Total contractual obligations 2023 176.2 3.8 17.2 0.9 65.8 — 263.9 2024 — 3.8 16.7 — 54.6 — 75.1 2025 — 3.8 16.7 — 50.5 — 71.0 2026 — 3.8 16.7 2.7 39.6 — 62.8 2027 — 3.8 16.7 — 33.3 — 53.8 Thereafter — 351.8 8.4 — 79.9 2.2 442.3 Total 176.2 370.8 92.4 3.6 323.7 2.2 968.9 (1) Interest commitments are calculated based on the loan balance and the interest rate payable on the term loan of 4.51% as at April 3, 2022. As at April 3, 2022, we had additional liabilities which included provisions for warranty, sales returns, asset retirement obligations, and deferred income tax liabilities. These liabilities have not been included in the table above as the timing and amount of future payments are uncertain. -73- Off-Balance Sheet Arrangements The Company uses off-balance sheet arrangements including letters of credit and guarantees in connection with certain obligations, including leases. The Company in Europe also entered into an agreement to factor, on a limited recourse basis, certain of its trade accounts receivable up to a limit of €20.0m in exchange for advanced funding equal to 100% of the principal value of the invoice. Refer to the “Credit risk” section of this MD&A for additional details on the Trade accounts receivable factoring program. Other than those items disclosed here and elsewhere in this MD&A and our financial statements, we did not have any material off-balance sheet arrangements or commitments as at April 3, 2022. Letter of guarantee facility On April 14, 2020, Canada Goose Inc. entered into a letter of guarantee facility in the amount of $10.0m. Letters of guarantee are available for terms of up to twelve months and will be charged a fee equal to 1.2% per annum calculated against the face amount and over the term of the guarantee. Amounts issued on the facility will be used to finance working capital requirements through letters of guarantee, standby letters of credit, performance bonds, counter guarantees, counter standby letters of credit, or similar credits. The Company shall immediately reimburse the issuing bank for amounts drawn on issued letters of guarantees. As at April 3, 2022, the Company had $5.4m outstanding in connection to the letters of guarantee. In addition, during the fourth quarter ended April 3, 2022, a subsidiary of the Company in Mainland China entered into letters of guarantee in the amount of $9.3m. Amounts will be used to support retail operations through letters of guarantee, standby letters of credit, performance bonds, counter guarantees, counter standby letters of credit, or similar credits. Outstanding Share Capital Canada Goose is a publicly traded company and the subordinate voting shares are listed on the New York Stock Exchange (NYSE: GOOS) and on the Toronto Stock Exchange (TSX: GOOS). As at May 13, 2022, there were 54,190,432 subordinate voting shares issued and outstanding, and 51,004,076 multiple voting shares issued and outstanding. As at May 13, 2022, there were 2,719,189 options and 215,248 restricted share units outstanding under the Company’s equity incentive plans, of which 1,034,458 options were vested as of such date. Each option is exercisable for one subordinate voting share. We expect that vested restricted share units will be paid at settlement through the issuance of one subordinate voting share per restricted share unit. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are exposed to certain market risks arising from transactions in the normal course of our business. Such risk is principally associated with credit risk, foreign exchange risk and interest rate risk. Credit risk Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. Credit risk arises from the possibility that certain parties will be unable to discharge their obligations. The Company manages its credit risk through a combination of third party credit insurance and internal house risk. Credit insurance is provided by a third party for customers and is subject to continuous monitoring of the credit worthiness of the Company's customers. Insurance covers a specific amount of revenue, which may be less than the Company's total -74- revenue with a specific customer. The Company has an agreement with a third party who has insured the risk of loss for up to 90% of accounts receivable from certain designated customers subject to a total deductible of $0.1m, to a maximum of $30.0m per year. As at April 3, 2022, accounts receivable totaling approximately $8.1m (March 28, 2021 - $5.7m) were insured subject to the policy cap. Complementary to third party insurance, the Company establishes payment terms with customers to mitigate credit risk and continues to closely monitor its accounts receivable credit risk exposure. Customer deposits are received in advance from certain customers for seasonal orders to further mitigate credit risk, and applied to reduce accounts receivable when goods are shipped. As at April 3, 2022, customer deposits of $0.2m (March 28, 2021 - $1.6m) were included in accounts payable and accrued liabilities. The aging of trade receivables was as follows: CAD $ millions Trade accounts receivable Credit card receivables Other receivables April 3, 2022 Trade accounts receivable Credit card receivables Government grant receivable Other receivables March 28, 2021 Total $ 22.0 2.5 19.3 43.8 21.9 2.1 4.4 14.3 42.7 Current $ 14.4 2.5 9.5 26.4 9.0 2.1 4.4 14.3 29.8 < 30 days $ 2.8 — — 2.8 31-60 days $ 2.1 — — 2.1 5.4 — — — 5.4 1.4 — — — 1.4 Past due > 61 days $ 2.7 — 9.8 12.5 6.1 — — — 6.1 Trade accounts receivable factoring program A subsidiary of the Company in Europe has an agreement to factor, on a limited recourse basis, certain of its trade accounts receivable up to a limit of €20.0m in exchange for advanced funding equal to 100% of the principal value of the invoice. Accepted currencies include euros, British pounds sterling, and Swiss francs. The Company is charged a fee of the applicable EURIBOR or LIBOR reference rate plus 1.15% per annum, based on the number of days between the purchase date and the invoice due date, which is lower than the Company’s average borrowing rate under its revolving facility. The program is utilized to provide sufficient liquidity to support its international operating cash needs. Upon transfer of the receivables, the Company receives cash proceeds and continues to service the receivables on behalf of the third-party financial institution. The program meets the derecognition requirements in accordance with IFRS 9, Financial Instruments as the Company transfers substantially all the risks and rewards of ownership upon the sale of a receivable. These proceeds are classified as cash flows from operating activities in the statement of cash flows. For the year ended April 3, 2022, the Company received cash proceeds from the sale of trade accounts receivable with carrying values of $26.6m which were derecognized from the Company’s statement of financial position (March 28, 2021 - $16.9m). Fees of less than $0.1m were incurred during the year ended April 3, 2022 (March 28, 2021 - less than $0.1m) and included in net interest, finance and other costs in the statement of income. As at April 3, 2022, the outstanding amount of trade accounts receivable derecognized from the Company’s -75- statement of financial position, but which the Company continued to service, was $2.0m (March 28, 2021 - $nil). Foreign exchange risk Foreign exchange risk in operating cash flows Our Annual Financial Statements are expressed in Canadian dollars, but a substantial portion of the Company’s revenues, purchases, and expenses are denominated in foreign currencies, primarily U.S. dollars, euros, British pounds sterling, Swiss francs, Chinese yuan, and Hong Kong dollars. Furthermore, as our business in Greater China grows, transactions in Chinese yuan and Hong Kong dollar are expected to increase. Net monetary assets denominated in currencies other than Canadian dollars that are held in entities with Canadian dollar functional currency are translated into Canadian dollars at the foreign currency exchange rate in effect at the balance sheet date. Revenues and expenses of all foreign operations are translated into Canadian dollars at the foreign currency exchange rates that approximate the rates in effect at the dates when such items are recognized. As a result, we are exposed to foreign currency translation gains and losses. Appreciating foreign currencies relative to the Canadian dollar, to the extent they are not hedged, will positively impact operating income and net income by increasing our revenue, while depreciating foreign currencies relative to the Canadian dollar will have the opposite impact. We are also exposed to fluctuations in the prices of U.S. dollar denominated purchases as a result of changes in U.S. dollar exchange rates. A depreciating Canadian dollar relative to the U.S. dollar will negatively impact operating income and net income by increasing our costs of raw materials, while an appreciating Canadian dollar relative to the U.S. dollar will have the opposite impact. The Company has entered into forward foreign exchange contracts to reduce the foreign exchange risk to fluctuations in the U.S. dollar, euro, British pound sterling, Swiss franc, Chinese yuan, Hong Kong dollar, and Swedish krona exchange rates for revenues and purchases. Certain forward foreign exchange contracts were designated at inception and accounted for as cash flow hedges. On December 18, 2020, the Company initiated the operating hedge program for the fiscal year ending April 3, 2022. During the second quarter ended September 26, 2021, the Company initiated the operating hedge program for the fiscal year ending April 2, 2023. The Company recognized the following unrealized losses in the fair value of derivatives designated as cash flow hedges in other comprehensive income: CAD $ millions Forward foreign exchange contracts designated as cash flow hedges April 3, 2022 Net loss Tax expense $ $ For the year ended March 28, 2021 Net loss Tax expense $ $ April 3, 2022 Net loss Tax expense $ $ Fourth quarter ended March 28, 2021 Net loss Tax expense $ $ (4.5) (0.1) (0.3) (1.1) (0.2) (0.4) (1.5) (0.6) -76- The Company reclassified the following losses and gains from other comprehensive income on derivatives designated as cash flow hedges to locations in the consolidated financial statements described below: CAD $ millions Loss (gain) from other comprehensive income Forward foreign exchange contracts designated as cash flow hedges Revenue SG&A expenses Inventory For the year ended March 28, 2021 $ April 3, 2022 $ Fourth quarter ended March 28, 2021 $ April 3, 2022 $ 3.9 (0.4) (0.9) 3.3 (0.2) (0.9) 1.9 (0.2) (0.1) 3.3 (2.1) (0.7) For the fourth quarter and year ended April 3, 2022, unrealized gains of $4.3m and $4.7m, respectively (fourth quarter and year ended March 28, 2021 - unrealized gains of $1.5m and $6.4m, respectively) on forward exchange contracts that were not treated as hedges were recognized in SG&A expenses in the statement of income. Foreign currency contracts outstanding as at April 3, 2022 related to operating cash flows were: (in millions) Forward contract to purchase Canadian dollars Forward contract to sell Canadian dollars Forward contract to purchase euros Forward contract to sell euros Foreign exchange risk on borrowings US$ € US$ € CNY £ CHF CHF £ Aggregate Amounts 57.4 66.0 35.6 34.5 293.3 29.9 2.1 8.3 3.9 Currency U.S. dollars euros U.S. dollars euros Chinese yuan British pounds sterling Swiss francs Swiss francs British pounds sterling Amounts available for borrowing under part of our Revolving Facility are denominated in U.S. dollars. As at April 3, 2022, there were no principal amounts owing under the Revolving Facility. Amounts available for borrowing under the Term Loan Facility are denominated in U.S. dollars. Based on our outstanding balances of $370.8m (US$296.3m) under the Term Loan Facility as at April 3, 2022, a $0.01 depreciation in the value of the Canadian dollar compared to the U.S. dollar would have resulted in a decrease in our pre-tax income of $3.0m solely as a result of that exchange rate fluctuation’s effect on the debt. -77- The Company enters into derivative transactions to hedge a portion of its exposure to interest rate risk and foreign currency exchange risk related to principal and interest payments on the Term Loan Facility denominated in U.S. dollars. The Company also entered into a five-year forward exchange contract by selling $368.5m and receiving US$270.0m as measured on the trade date, to fix the foreign exchange risk on a portion of the Term Loan Facility. The Company recognized the following unrealized gains and losses in the fair value of derivatives designed as hedging instruments in other comprehensive income: April 3, 2022 Net gain Tax expense $ $ For the year ended March 28, 2021 Tax (expense) recovery $ Net (loss) gain $ April 3, 2022 Fourth quarter ended March 28, 2021 Net gain Tax expense $ $ Net gain Tax expense $ $ 13.2 (4.5) (0.9) (0.5) 11.5 (3.9) 3.9 (1.3) — — 0.2 0.1 — — — — CAD $ millions Swaps designated as cash flow hedges Euro-denominated cross-currency swap designated as a net investment hedge The Company reclassified the following losses from other comprehensive income on derivatives designated as hedging instruments to SG&A expenses: CAD $ millions Loss from other comprehensive income Swaps designated as cash flow hedges April 3, 2022 $ 0.9 For the year ended March 28, 2021 April 3, 2022 Fourth quarter ended March 28, 2021 $ 5.6 $ 0.2 $ 0.3 For the fourth quarter and year ended April 3, 2022, unrealized losses of $4.9m and $4.6m, respectively (fourth quarter and year ended March 28, 2021 - unrealized losses of $5.3m and $21.7m, respectively) in the fair value of the long-dated forward exchange contract related to a portion of the term loan balance were recognized in SG&A expenses in the statement of income. Interest rate risk We are exposed to interest rate risk related to the effect of interest rate changes on borrowings outstanding under the Revolving Facility, the Term Loan Facility, and the Mainland China Facilities. Based on the weighted average amount of outstanding borrowings on the Mainland China Facilities during the year ended April 3, 2022, a 1.00% increase in the average interest rate on our borrowings would have increased interest expense by $0.1m (year ended March 28, 2021 - $0.1m). Correspondingly, a 1.00% increase in the average interest rate would have increased interest expense on the Term Loan Facility by $3.7m (year ended March 28, 2021 - $2.6m). -78- The Company entered into five-year interest rate swaps by fixing the LIBOR component of its interest rate at 0.95% on notional debt of US$270.0m. The swaps terminate on December 31, 2025. Subsequent to the Repricing Amendment, the applicable interest rate on the interest rate swaps was 4.45%. The interest rate swaps were designated at inception and accounted for as cash flow hedges. Interest rate risk on the Term Loan Facility is partially mitigated by cross-currency swap hedges. The impact on future interest expense as a result of future changes in interest rates will depend largely on the gross amount of our borrowings at that time. RELATED PARTY TRANSACTIONS The Company enters into transactions from time to time with its principal shareholders and organizations affiliated with members of the Board of Directors by incurring expenses for business services. During the year ended April 3, 2022, the Company incurred expenses with related parties of $1.7m (March 28, 2021 - $1.2m, March 29, 2020 - $1.7m) from companies related to certain shareholders. Net balances owing to related parties as at April 3, 2022 were $0.3m (March 28, 2021 - $0.3m). A lease liability due to the previous controlling shareholder of the acquired Baffin Inc. business (the “Baffin Vendor”) for leased premises was $3.8m as at April 3, 2022 (March 28, 2021 - $4.6m). During the year ended April 3, 2022, the Company paid principal and interest on the lease liability, net of rent concessions, and other operating costs to entities affiliated with the Baffin Vendor totaling $1.4m (March 28, 2021 - $1.2m, March 29, 2020 - $1.4m). No amounts were owing to Baffin entities as at April 3, 2022 and March 28, 2021. For a discussion of additional related party transactions see Item 7B. — “Major Shareholders and Related Party Transactions” — “Related Party Transactions”. Terms and conditions of transactions with related parties Transactions with related parties are conducted on terms pursuant to an approved agreement, or are approved by the Board of Directors of the Company. Key management compensation Key management consists of the Board of Directors, the Chairman and Chief Executive Officer and the executives who report directly to the Chairman and Chief Executive Officer. CAD $ millions Short term employee benefits Long term employee benefits Share-based compensation Compensation expense April 3, 2022 12.5 0.1 11.5 24.1 March 28, 2021 13.2 0.1 8.6 21.9 -79- CRITICAL ACCOUNTING POLICIES AND ESTIMATES Our Annual Financial Statements have been prepared in accordance with IFRS as issued by the IASB. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. While our significant accounting policies are more fully described in the notes to our Annual Financial Statements, we believe that the following accounting policies and estimates are critical to our business operations and understanding our financial results. The following are the accounting policies subject to judgments and key sources of estimation uncertainty that we believe could have the most significant impact on the amounts recognized in the Annual Financial Statements. Revenue recognition. Revenue comprises DTC, Wholesale, and Other segment revenues. Revenue is measured at the amount of consideration to which the Company expects to be entitled in exchange for the sale of goods in the ordinary course of the Company’s activities. Revenue is presented net of sales tax, estimated returns, sales allowances, and discounts. The Company recognizes revenue when the Company has agreed terms with its customers, the contractual rights and payment terms have been identified, the contract has commercial substance, it is probable that consideration will be collected by the Company, and when control of the goods is transferred to the customer have been met. It is the Company’s policy to sell merchandise through the DTC segment with a limited right to return, typically within 30 days. Accumulated experience is used to estimate and provide for such returns. Inventories. Inventories are carried at the lower of cost and net realizable value which requires us to use estimates related to fluctuations in obsolescence, shrinkage, future retail prices, seasonality and costs necessary to sell the inventory. We periodically review our inventories and make provisions as necessary to appropriately value obsolete or damaged raw materials and finished goods. In addition, as part of inventory valuations, we accrue for inventory shrinkage for lost or stolen items based on historical trends from actual physical inventory counts. Leases. We exercise judgment when contracts are entered into that may give rise to a right-of-use asset that would be accounted for as a lease. Judgment is required in determining the appropriate lease term on a lease by lease basis. We consider all facts and circumstances that create an economic incentive to exercise a renewal option or to not exercise a termination option at inception and over the term of the lease, including investments in major leaseholds, operating performance, and changed circumstances. The periods covered by renewal or termination options are only included in the lease term if we are reasonably certain to exercise that option. Changes in the economic environment or changes in the retail industry may impact the assessment of the lease term. We determine the present value of future lease payments by estimating the incremental borrowing rate specific to each leased asset or portfolio of leased assets. We determine the incremental borrowing rate of each leased asset or portfolio of leased assets by incorporating our creditworthiness, the security, term, and value of the underlying leased asset, and the economic environment in which the leased asset operates. The incremental borrowing rates are subject to change mainly due to macroeconomic changes in the environment. -80- Impairment of non-financial assets (goodwill, intangible assets, right-of- use assets and property, plant and equipment). We are required to use judgment in determining the grouping of assets to identify their cash generating units (“CGU”) for the purposes of testing fixed assets for impairment. Judgment is further required to determine appropriate groupings of CGUs for the level at which goodwill and intangible assets are tested for impairment. For the purpose of goodwill impairment testing, CGUs are grouped at the lowest level at which goodwill is monitored for internal management purposes. For the purpose of intangible assets’ impairment testing, intangible assets are assessed at the CGU level. In addition, judgment is used to determine whether a triggering event has occurred requiring an impairment test to be completed. In determining the recoverable amount of a CGU or a group of CGUs, various estimates are employed. We determine value-in- use by using estimates including projected future revenues, earnings, working capital, and capital investment consistent with strategic plans presented to the board of directors of the Company. Discount rates are consistent with external industry information reflecting the risk associated with the specific cash flows. Income and other taxes. Current and deferred income taxes are recognized in the consolidated statements of income and comprehensive income, except when it relates to a business combination, or items recognized in equity or in other comprehensive income. Application of judgment is required regarding the classification of transactions and in assessing probable outcomes of claimed deductions including expectations about future operating results, the timing and reversal of temporary differences and possible audits of income tax and other tax filings by the tax authorities in the various jurisdictions in which the Company operates. Warranty. The critical assumptions and estimates used in determining the warranty provision at the balance sheet date are: number of jackets expected to require repair or replacement; proportion to be repaired versus replaced; period in which the warranty claim is expected to occur; cost of repair; cost of jacket replacement; and risk-free rate used to discount the provision to present value. We review our inputs to this estimate on a quarterly basis to ensure the provision reflects the most current information regarding our products. CHANGES IN ACCOUNTING POLICIES Standards issued and not yet adopted Certain new standards, amendments, and interpretations to existing IFRS standards have been published but are not yet effective and have not been adopted early by the Company. Management anticipates that pronouncements will be adopted in the Company’s accounting policy for the first period beginning after the effective date of the pronouncement. Information on new standards, amendments, and interpretations is provided below. In January 2020, the IASB issued an amendment to IAS 1, Presentation of Financial Statements to clarify its requirements for the presentation of liabilities in the statement of financial position. The limited scope amendment affected only the presentation of liabilities in the statement of financial position and not the amount or timing of its recognition. The amendment clarified that the classification of liabilities as current or non-current is based on rights that are in existence at the end of the reporting period and specified that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability. It also introduced a definition of ‘settlement’ to make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services. The amendment is effective for annual reporting periods beginning on or after January 1, 2023. Earlier application is permitted. The Company is assessing the potential impact of the amendment. -81- Standards issued and adopted Configuration or Customization Costs in a Cloud Computing Arrangement In April 2021, the International Financial Reporting Interpretations Committee (“IFRIC”) finalized an agenda decision within the scope of IAS 38, Intangible Assets which clarified the accounting of configuration and customization costs in cloud computing arrangements often referred to as Software as a Service ("SaaS") arrangements. As a result of the decision, costs that do not meet the capitalization criteria for intangible assets are required to be expensed as incurred. The adoption of the agenda decision was recognized as a change in accounting policy in accordance with IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors. The Company amended the existing accounting policies related to implementation costs on SaaS arrangements as at April 1, 2019. The Company assessed the impact of the interpretation and identified $25.4m of costs recognized as intangible assets within ERP and computer software related to SaaS arrangements that were no longer eligible for capitalization and amortization in accordance with the agenda decision. As a result, these costs were written off as at April 1, 2019 as these costs would have been required to be expensed in the period incurred. In accordance with IAS 8, retrospective application is required for accounting policy changes and comparative financial information was restated in these consolidated financial statements. The following tables outline the impacts of the restatements on the comparative periods: Condensed Comprehensive Income Information Increase (decrease) March 28, 2021 March 29, 2020 As previously reported $ 437.1 15.8 70.2 Adjustments $ (0.1) — 0.1 Restated $ 437.0 15.8 70.3 As previously reported $ 401.2 12.0 151.7 Adjustments $ 5.0 (1.3) (3.7) Restated $ 406.2 10.7 148.0 (12.6) 0.3 (12.3) 9.4 (0.3) 9.1 SG&A expenses Income tax expense Net income Cumulative translation adjustment Condensed Financial Position Information Increase (decrease) As previously reported $ Adjustments $ Restated $ As previously reported $ Adjustments $ Restated $ March 28, 2021 March 29, 2020 Deferred income taxes (asset) Intangible assets Deferred income taxes (liability) Shareholders' equity 46.9 155.0 21.6 600.1 1.5 (30.2) (6.2) (22.5) 48.4 124.8 15.4 577.6 40.8 161.7 15.1 520.2 1.0 (30.6) (6.7) (22.9) 41.8 131.1 8.4 497.3 -82- As previously reported $ Adjustments $ Restated $ April 1, 2019 Deferred income taxes (asset) Intangible assets Deferred income taxes (liability) Shareholders' equity 12.2 155.6 16.7 399.1 1.0 (25.4) (5.5) (18.9) 13.2 130.2 11.2 380.2 Condensed Cash Flow Information Increase (decrease) March 28, 2021 March 29, 2020 As previously reported $ 70.2 Adjustments $ 0.1 Restated $ 70.3 As previously reported $ 151.7 Adjustments $ (3.7) Restated $ 148.0 84.6 15.8 102.5 (5.1) (7.2) — 2.0 5.1 77.4 15.8 104.5 — 63.1 12.0 (130.6) (17.0) (6.0) (1.3) — 11.0 57.1 10.7 (130.6) (6.0) Net income Depreciation and amortization Income tax expense Changes in non-cash items Investment in intangible assets Leases - COVID-19 Rent Concessions In March 2021, the IASB issued an amendment to IFRS 16, Leases to extend the period over which the practical expedient is available for use. This amendment exempts lessees from determining whether COVID-19 related rent concessions for lease payments originally due on or before June 30, 2022 are lease modifications. In accordance with the guidance issued, the Company adopted the amendment effective March 29, 2021 and elected not to treat COVID-19 related rent concessions as lease modifications. Rent concessions of $0.4m and $0.6m were recognized in the statement of income in the fourth and four quarters ended April 3, 2022, respectively. Interest Rate Benchmark Reform In August 2020, the IASB issued “Interest Rate Benchmark Reform – Phase II (amendments to IFRS 9, Financial Instruments; IFRS 7, Financial Instruments: Disclosures; IAS 39, Financial Instruments: Recognition and Measurement; IFRS 4, Insurance Contracts and IFRS 16, Leases)”, which addresses issues that affect financial reporting once an existing benchmark rate is replaced with an alternative rate and provides specific disclosure requirements. The amendments introduce a practical expedient for modifications required by the Interbank Offer Rate (“IBOR”) reform. The amendments relate to the modification of financial instruments where the basis for determining the contractual cash flows changes as a result of the IBOR reform, -83- allowing for prospective application of the alternative rate. A similar practical expedient exists for lessee accounting under IFRS 16. It also relates to the application of hedge accounting, which is not discontinued solely because of the IBOR reform. Hedging relationships, including formal designation and documentation, must be amended to reflect modifications to the hedged item, however, the practical expedient allows the hedge relationship to continue, although additional ineffectiveness may be required. The amendments were effective for annual reporting periods beginning on or after January 1, 2021. A broader market-wide initiative is underway to transition the various IBOR based on rates in use to alternative reference rates. The Company’s term loan facility at a net book value of $370.0m, will be impacted by the IBOR reform. As such, the reformed IFRS guidance has been adopted, however, accounting under the adopted standard will take place once IBOR related arrangements are modified, which constitutes as an accounting event. As no accounting events have occurred to date, the Company has determined there is no financial reporting impact as of April 3, 2022. The Company is in discussions with its lenders and is currently determining if any modifications will meet the requirements for the application of the practical expedient. SUBSEQUENT EVENTS Joint Venture On April 4, 2022, the Company along with its long-standing distribution partner Sazaby League, Ltd. formed a joint venture, Canada Goose Japan, to capture synergies in their business arrangement. The Company contributed $2.5m for 50% of the legal entity comprising the joint venture, and controls the joint venture from the date of its inception. Sazaby contributed cash as well as certain assets and liabilities in exchange for its 50% share. The acquisition will be accounted for as a business combination, with the Company consolidating 100% of the results of the joint venture from the date of the acquisition. Given the timing of the transaction and measurement uncertainty with final purchase agreement consideration adjustments, the purchase price allocation is yet to be finalized and a preliminary purchase price allocation will be disclosed in the Company’s first quarter 2023 condensed consolidated interim financial statements. There were $0.7m in transaction related costs included in the SG&A expenses in the consolidated statement of income and comprehensive income for the year ended April 3, 2022. -84- INTERNAL CONTROL OVER FINANCIAL REPORTING Disclosure Controls and Procedures Management, including the CEO and CFO, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based on that evaluation, the CEO and CFO concluded that such disclosure controls and procedures were effective as at April 3, 2022 to provide reasonable assurance that the information required to be disclosed by the Company in reports it files is recorded, processed, summarized and reported, within the appropriate time periods and is accumulated and communicated to management, as appropriate to allow timely decisions regarding required disclosure. Management’s Annual Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the CEO and the CFO and effected by the Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards. The Company’s internal control over financial reporting includes policies and procedures that: • Pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, the transactions and dispositions of assets of the Company; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS and that the receipts and expenditures of the Company are made only in accordance with authorizations of management and directors; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the assets of the Company that could have a material effect on the consolidated financial statements. Management of the Company, under the supervision and with the participation of the CEO and CFO, conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of April 3, 2022, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013) (“COSO 2013”). Based on evaluation performed, management concluded that, as of April 3, 2022, the Company’s internal control over financial reporting was effective. Deloitte LLP, our independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of April 3, 2022. Limitations of Controls and Procedures There has been no change in the Company’s internal control over financial reporting during the year ended April 3, 2022 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Due to its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Management's projections of any evaluation of the effectiveness of internal control over financial reporting as to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. -85- ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Senior Management The following table sets forth certain information relating to our directors and executive officers as of May 5, 2022. Other than for Pat Sherlock and Penny Brook, whose business address is 135 Baarerstrasse, 6300 Zug, Switzerland, and Paul Cadman, whose business address is Shop No.6, UG/F, Sunrise House, 27 Old Bailey Street, Central, Hong Kong, the business address for our directors and officers is c/o Canada Goose Holdings Inc., 250 Bowie Ave, Toronto, Ontario, Canada M6E 4Y2. Name Dani Reiss Jonathan Sinclair Pat Sherlock Ana Mihaljevic Penny Brook Kara MacKillop Paul Cadman David Forrest Carrie Baker John Moran Michael (Woody) Blackford Paul Hubner Joshua Bekenstein Jodi Butts Maureen Chiquet Ryan Cotton John Davison Stephen Gunn Jean-Marc Huët Michael D. Armstrong Belinda Wong Age 48 60 48 41 45 46 64 42 46 59 53 61 63 49 59 43 63 67 53 49 51 Position Chairman and Chief Executive Officer and Director Executive Vice President and Chief Financial Officer President, Canada Goose International AG & EMEA President, North America and Executive Vice President, Sales Operations & Planning Chief Marketing and Experience Officer Chief of Staff and Executive Vice President, People & Culture President, Asia-Pacific General Counsel President Chief Operating Officer Chief Product Officer President and Chief Executive Officer, Baffin Limited Director Director Lead Director Director Director Director Director Director Director Dani Reiss C.M., OOnt (Member of the Order of Canada and the Order of Ontario), Chairman and Chief Executive Officer and Director The grandson of our founder, Mr. Reiss joined the company in 1997 and worked in almost every area of the company and successfully developed our international sales channels prior to assuming the role of President and Chief Executive Officer of the company in 2001. In March 2022, he was named the Chairman and Chief Executive Officer of the company. Mr. Reiss received a Bachelor of Arts from University of Toronto. Mr. Reiss is the Chairman of our board of directors and brings leadership and operational experience to our board of directors as our Chairman and Chief Executive Officer. -86- Jonathan Sinclair, Executive Vice President and Chief Financial Officer Mr. Sinclair joined the company in June 2018 as Executive Vice President and Chief Financial Officer. Prior to joining the company, Mr. Sinclair served as Chief Financial Officer and Executive Vice President of Business Operations at Jimmy Choo PLC from June 2014 to May 2018, Chief Operating Officer at Vertu from June 2013 to June 2014, Chief Operating Officer at Jimmy Choo from December 2008 to May 2013, and Group Finance Director at Pentland Brands Plc from November 2003 to December 2008. He brings more than 20 years of global financial and operational experience to his role. Mr. Sinclair received a Bachelor of Arts from Loughborough University of Technology. Pat Sherlock, President, Canada Goose International AG & EMEA Mr. Sherlock joined the company in November 2012 as the Director of Canadian Sales and was named Senior Director of Sales in May 2014, Vice President of Sales Canada in May 2015, Senior Vice President of Global Wholesale in April 2016, President of Canada Goose International AG in April 2018, overseeing all operations in Europe, the Middle East, Asia and South America and in May, 2021, President, Canada Goose International AG & EMEA. Prior to joining the company, Mr. Sherlock served as the National Sales Manager of New Balance Canada Inc., from January 2008 to November 2012 and Managing Director, Central Eastern Canada for Lothar Heinrich Agencies Ltd. (Warsteiner) from December 2006 to January 2008. He spent 10 years at InBev (Labatt), from 1997 to 2007 most recently as National Field Sales Manager. Mr. Sherlock received a Bachelor of Business Administration and Management from University of Winnipeg. Ana Mihaljevic, President, North America and Executive Vice President, Sales Operations & Planning Ms. Mihaljevic joined the company in April 2015 as Vice President of Planning and became Vice President of Planning and Sales Operations in April 2016, Senior Vice President of Planning and Sales Operations in April 2017, Chief Commercial Officer in April 2019 and President, North America and Executive Vice President, Sales Operations & Planning in March 2022. Prior to joining the company, Ms. Mihaljevic served as the Director of Business Planning at Marc Jacobs International, a designer apparel company, from March 2013 to March 2015, the Director of Sales and Planning at Jones Apparel Group, a women’s apparel company, from May 2011 to March 2013, and as an Account Executive at Ralph Lauren from April 2008 to May 2011. Ms. Mihaljevic received a Bachelor in Commerce from Queen’s University. Penny Brook, Chief Marketing and Experience Officer Ms. Brook joined the company in 2014 as European Marketing Director. She initially served as General Manager and Vice President of International Marketing for the company and was named Chief Marketing Officer in January 2018 and Chief Marketing and Experience Officer in March 2022. Prior to joining the company, Ms. Brook served in progressively senior marketing roles across a wide range of industries including luxury, fashion, consumer electronics and fast-moving consumer goods, at companies such as Mulberry Group plc, Clarks and Philips Electronics. Ms. Brook received a Bachelor of Arts from Kingston University in London. -87- Kara MacKillop, Chief of Staff and Executive Vice President, People and Culture Ms. MacKillop joined the company in September 2014 as the Vice President of Human Resources. She was promoted to Senior Vice President of Human Resources in 2016, Executive Vice President, People and Culture in April 2018 and Chief of Staff and Executive Vice President, People and Culture in June 2020. Prior to joining our team, Ms. MacKillop served as the Director of Human Resources for Red Bull Canada, a company that produces and sells energy drinks, from September 2010 to September 2014, and as Director of Human Resources for Indigo Books and Music from August 2003 until September 2010. Ms. MacKillop received a Bachelor of Science from the University of Western Ontario. Paul Cadman, President, Asia-Pacific Mr. Cadman joined the company in August 2021 as President, Asia-Pacific. Prior to joining our company, Mr. Cadman founded PMC Global Hong Kong Ltd., a strategic management and business consultancy focused on the luxury goods industry. Previously, Mr. Cadman served as the Regional Asia-Pacific Chief Executive Officer at Salvatore Ferragamo for 11 years where he led the brand through its expansion in the Asia-Pacific region and key business achievements, and has also held leadership roles at Bvlgari and Asprey & Garrard. David Forrest, General Counsel Mr. Forrest joined the company in May 2014 as Director, Legal and was named Senior Director, Legal in May 2015, Vice President, Legal in October 2016, Senior Vice President, General Counsel in April 2017 and General Counsel in March 2022. Prior to joining the company, Mr. Forrest served as the General Counsel and Corporate Secretary of Thomas Cook North America from May 2012 to May 2014, prior to which he practiced law at Osler, Hoskin & Harcourt LLP, from August 2006 until May 2012. Mr. Forrest received a Bachelor of Laws (with distinction) from Western University in 2006 and a Honours Bachelor of Arts, Applied Economics from Queen’s University in 2002. Carrie Baker, President Ms. Baker joined the company in May 2012 as the Vice President of Communications and was named Chief of Staff and Senior Vice President in January 2017, Executive Vice President, Chief of Staff in April 2018, President, North America in June 2020 and President in March 2022. Prior to joining the company Ms. Baker spent 12 years at High Road Communications, a North American communications agency, from May 2000 to April 2012, serving most recently as Senior Vice President. Ms. Baker received a Bachelor of Arts from the University of Western Ontario. John Moran, Chief Operating Officer Mr. Moran joined the company in November 2014 as Vice President of Manufacturing and was named Senior Vice President, Manufacturing and Supply Chain in January 2017, Executive Vice President, Manufacturing and Supply Chain in April 2018 and Chief Operating Officer in March 2022. Prior to joining the company, Mr. Moran served as Chief Operating Officer at Smith & Vandiver Corp. in 2014 and as Vice President, Operations from October 2003 to March 2011 and later Chief Operating Officer from April 2011 to April 2013 at Robert Talbott Inc. in Monterey, California, a renowned producer of men’s and women’s luxury apparel. Throughout his time with Robert Talbott Inc., Mr. Moran’s responsibilities ranged from strategic planning and business development to sales, sourcing, manufacturing, distribution and finance. Prior to his time with -88- Robert Talbott Inc., Mr. Moran was employed full-time with Gitman Brothers Shirt Company, based in Ashland, Pennsylvania, from 1984 to October 2003 holding positions of varying levels of responsibility in manufacturing, distribution and finance. At the time of his departure in October 2003 he held the position of Chief Operating Officer. Michael (Woody) Blackford, Chief Product Officer Mr. Blackford joined the company in November 2019 as Executive Vice President, Design and Merchandising and was named Executive Vice President, Product in March 2020 and Chief Product Officer in March 2022. Prior to joining the company, Mr. Blackford spent 14 years at Columbia Sportswear Company, most recently serving as Vice President of Global Design & Innovation. Prior to that, he held a number of roles in product and sales at Sierra Designs. Throughout his career, Mr. Blackford has developed expertise in design leadership, product development and technical innovation. Mr. Blackford received a Bachelor of Business Administration and Economics from St. Francis Xavier University. Paul Hubner, President and Chief Executive Officer, Baffin Limited Mr. Hubner is the founder of Baffin, an industry-leading designer and manufacturer of performance outdoor and industrial footwear, and currently serves as President and Chief Executive Officer. With more than 30 years of footwear construction and design expertise and senior management experience, he has led the expansion and growth of the brand since 1997. Prior to founding Baffin, Mr. Hubner worked at Deloitte as a Certified Management Accountant. He graduated from McMaster University with a Bachelor of Commerce Degree. Joshua Bekenstein, Director Mr. Bekenstein has served as a member of our board of directors since December 2013. He is a Managing Director of Bain Capital. Prior to joining Bain Capital, in 1984, Mr. Bekenstein spent two years at Bain & Company, Inc., where he was involved with companies in a variety of industries. Mr. Bekenstein serves as a director of BRP Inc., Dollarama Inc. and Bright Horizons Family Solutions Inc. He previously served as a member of the board of directors of The Gymboree Corporation, Burlington Stores, Inc., Waters Corporation and The Michaels Companies, Inc. Mr. Bekenstein received a Bachelor of Arts from Yale University and a Master of Business Administration from Harvard Business School. Mr. Bekenstein provides strong executive and business operations skills to our board of directors and valuable experience gained from previous and current board service. Jodi Butts, Director Ms. Butts has served as a member of our board of directors since November 2017. She is currently a Senior Governance Consultant with WATSON Advisors Inc. and serves as a board member of Tilray Inc., Dot Health Inc., and chairs the board of directors of Pharmala Inc. and The Walrus Foundation. She also holds several board advisory roles, including with Bayshore Home Healthcare and the Canadian Centre for the Purpose of the Corporation. She received a Bachelor of Laws from the University of Toronto where she also received her Master of Arts in Canadian History. -89- Maureen Chiquet, Lead Director Ms. Chiquet has served as a member of our board of directors since August 2017 and was appointed the Lead Director in February 2022. Ms. Chiquet began her career in marketing at L’Oreal Paris in 1985, started working at The Gap in 1988, where she helped launch and build the Old Navy brand, and served as President of Banana Republic in 2002 prior to becoming Chief Operating Officer and President of U.S. Operations of Chanel in 2003. In 2007, Ms. Chiquet became Chanel’s first Global Chief Executive Officer. She left Chanel in 2016. Ms. Chiquet served as a Trustee to the New York Academy of Art. Ms. Chiquet also served as a Trustee to the Yale Corporation and was a fellow of Yale University, where she received a Bachelor of Arts in literature. She serves as a non-executive director of the board of MatchesFashion, the chairwoman of the board of Golden Goose as well as on the board of directors of Credo. Ms. Chiquet provides strong executive, product, marketing and business operations skills to the board of directors. Ryan Cotton, Director Mr. Cotton has served as a member of our board of directors since December 2013. He joined Bain Capital in 2003, and is currently a Managing Director. Prior to joining Bain Capital, Mr. Cotton was a consultant at Bain & Company from 2001 to 2003. Mr. Cotton serves as a director of Blue Nile, Maesa, Varsity Brands, Virgin Australia, Virgin Voyages, and City Year New York. He previously served as a member of the board of directors of Advantage Solutions, Inc., Apple Leisure Group, International Market Centers, Inc., Daymon Worldwide, TOMS Shoes, Sundial Brands and The Michaels Companies, Inc. Mr. Cotton received a bachelor’s degree from Princeton University and a Master of Business Administration from the Stanford Graduate School of Business. Mr. Cotton provides strong executive and business operations skills to our board of directors and valuable experience gained from previous and current board service. John Davison, Director Mr. Davison has served as a member of our board of directors since May 2017. Mr. Davison is currently the President and Chief Executive Officer of Four Seasons Holdings Inc. (“Four Seasons”), the luxury hotel and resort management company, where he oversees all aspects of the company’s global portfolio of hotels, resorts and branded residences. Initially joining Four Seasons as Senior Vice President, Project Financing in 2002, Mr. Davison later served as Executive Vice President and Chief Financial Officer from 2005 to 2019. Prior to joining Four Seasons, Mr. Davison spent four years as a member of the Audit and Business Investigations Practices at KPMG in Toronto, followed by 14 years at IMAX Corporation from 1987 to 2001, ultimately holding the position of President, Chief Operating Officer and Chief Financial Officer. Currently he also serves on the boards of IMAX China Holding, Inc., Four Seasons and FreshBooks. Mr. Davison has been a Chartered Professional Accountant since 1986, and a Chartered Business Valuator since 1988. He received a Bachelor of Commerce from the University of Toronto. Mr. Davison provides strong executive and business operations skills to our board of directors. Stephen Gunn, Director Mr. Gunn has served as a member of our board of directors since February 2017. He previously served as a Co-Chair of Sleep Country Canada Inc. (“Sleep Country”). He co-founded Sleep Country in 1994 and served as its Chair and Chief Executive Officer from 1997 to 2014. Prior to founding Sleep Country, Mr. Gunn was a management consultant with McKinsey & Company -90- from 1981 to 1987 and then co-founded and was President of Kenrick Capital, a private equity firm. Mr. Gunn serves as the Chair of the board of directors of Dollarama Inc. Mr. Gunn is also the Chair of the audit committee of Recipe Unlimited Corporation (formerly Cara Operations Limited), and served as a director of Golf Town Canada Inc. from 2008 to 2019. He received a Bachelor of Electrical Engineering from Queens University and a Master of Business Administration from the University of Western Ontario. Mr. Gunn provides strong executive and business operations skills to our board of directors and valuable experience gained from previous and current board service. Jean-Marc Huët, Director Mr. Huët has served as a member of our board of directors since February 2017. He serves as the Chairman of Heineken N.V., the Chairman of Vermaat, a catering business owned by Bridgepoint Capital, and as a board member of Picnic, a grocery delivery company in Europe. Mr. Huët served as a member of the advisory board of Bridgepoint Capital from January 2019 to December 2021, a director of Formula One from 2012 to January 2017, and an Executive Director and Chief Financial Officer of Unilever N.V. from 2010 to 2015. Mr. Huët was also formerly Executive Vice President and Chief Financial Officer of Bristol- Myers Squibb Company from 2008 to 2009 and Chief Financial Officer of Royal Numico N.V. from 2003 to 2007. Prior to that, he worked at Goldman Sachs. He received a A.B. from Dartmouth College and an M.B.A. from INSEAD. Mr. Huët provides strong executive, consumer and financial expertise to our board of directors and valuable experience gained from previous and current board service. Michael D. Armstrong, Director Mr. Armstrong has served as a member of our board of directors since January 2021. He is a global media expert as well as a business development and operations executive. He is currently Executive Vice President, Worldwide Television Licensing & Operations at ViacomCBS, Global Distribution Group, and has spent most of his career developing and launching revenue generating brands around the world. Mr. Armstrong previously served as General Manager of BET Networks, and was Executive Vice President and General Manager, Revenue and Emerging Brands at Viacom International Media Networks. He is on the board of the Greater Los Angeles Zoo Association and INSPIRATO, and is a member of the Board of Trustees at his alma mater Hampton University. Mr. Armstrong previously chaired the boards of Dance Theatre of Harlem and the National Association for Multi-Ethnicity in Communications (NAMIC). He is also a member of the International Academy of Television Arts & Sciences and received an MBA at the University of Chicago Booth School of Business. Mr. Armstrong provides strong executive and business operations skills to our board of directors. Belinda Wong, Director Ms. Wong has served as a member of our board of directors since March 2022. She is currently the Chairman of Starbucks China, where she is responsible for delivering a holistic, long-term strategy for Starbucks China. She is also a member of the Starbucks global executive leadership team, contributing more than 20 years of field knowledge and leadership in the Asia Pacific region. She serves as an Independent Non-Executive Director for Hysan Development Company and Television Broadcasts Limited. Ms. Wong also serves on the Faculty Advisory Board for her alma mater, the University of British Columbia’s Sauder School of Business, where she received a Bachelor of Commerce degree with a major in finance. Ms. Wong provides strong executive and business operation skills to our board of directors. -91- B. Compensation Board of Director Compensation Only the company’s independent directors, Messrs. Armstrong, Davison, Gunn and Huët and Mmes. Chiquet, Butts and Wong received compensation in respect of fiscal 2022 for their service on our board of directors. Messrs. Reiss, Bekenstein and Cotton do not receive any compensation as directors of the company. Mr. Reiss’ compensation for serving as Chairman and Chief Executive Officer is included with that of the other named executive officers. Canada Goose does not compensate representatives of Bain Capital for their service on our board. The following table sets forth information concerning the compensation paid by the company to Messrs. Davison, Armstrong, Gunn and Huët and Mmes. Chiquet, Butts and Wong in respect of fiscal 2022: Name John Davison Stephen Gunn Jean-Marc Huët Maureen Chiquet Jodi Butts Michael D. Armstrong Belinda Wong (5) (4) Fees Earned or Paid in (1) Cash ($) Stock Awards ($) (2) Option Awards ($) (3) 125,360 125,360 125,360 126,927 115,436 125,882 3,978 30,095 30,095 30,095 30,095 30,095 34,939 — 90,302 90,302 90,302 90,302 90,302 104,752 — Total ($) 245,757 245,757 245,757 247,324 235,833 265,573 3,978 (1) Compensation paid in U.S. dollars converted at an exchange rate of US$1.00 to $1.25 which is an average rate determined in accordance with the company's policies based on exchange rates available as at the applicable payment dates for the fiscal year. (2) Amount shown reflects the grant date fair value of restricted share unit (“RSU”) awards granted to Messrs. Davison, Gunn, Huët and Armstrong and Mmes. Chiquet and Butts in fiscal 2022. The value was determined in accordance with IFRS 2 “Share-based Payment”. (3) Amount shown reflects the grant date fair value of options to purchase subordinate voting shares granted to Messrs. Davison, Gunn, Huët and Armstrong and Mmes. Chiquet and Butts in fiscal 2022. The value was determined in accordance with IFRS 2 “Share-based Payment”. (4) Mr. Armstrong joined our board of directors in January 2021, which was after our fiscal 2021 annual equity grant. Accordingly, amounts shown reflect a prorated amount of RSU and option awards granted for his service in fiscal 2021, as well as RSU and option awards granted for his service in fiscal 2022. (5) Ms. Wong joined our board of directors in March 2022 and was paid a prorated fee of US$3,173 for her service on our board of directors during fiscal 2022. -92- As compensation for service on our board of directors, the Company pays each of its independent directors US$75,000 per year (the “Board Retainer”). In addition, independent directors who serve as members of committees of our board of directors are paid an additional US$12,500 per year for their committee service. In February 2022, the Vision Committee was dissolved and Messrs. Armstrong and Huët and Ms. Chiquet were each paid a prorated fee of US$10,416.67 for their service on the Vision Committee in fiscal 2022. Following the formation of the Environmental and Social Committee in February 2022, Mr. Huët and Ms. Butts were each paid a prorated fee of US$2,083 for their service on such committee in fiscal 2022. Mr. Armstrong, who as Chair of the Environmental and Social Committee is entitled to an annualized amount of US$15,000, was paid a prorated fee of US$2,500 during fiscal 2022 for his service as Chair of the Environmental and Social Committee. Mr. Davison is paid US$25,000 per year for his service as the Chair of the Audit Committee. Ms. Butts is paid US$15,000 per year for her service as the Chair of the Nominating & Governance Committee. Ms. Chiquet, who as Lead Director of our board of directors is entitled to an annualized amount of US$20,000, was paid a prorated fee of US$3,333 for her service as Lead Director during fiscal 2022. On June 2, 2021, (i) each of Messrs. Davison, Gunn and Huët and Mmes. Butts and Chiquet was granted an award of 6,287 options to purchase our subordinate voting shares (“Options”) under the Omnibus Plan and (ii) Mr. Armstrong was granted an award of 7,293 Options under the Omnibus Plan. The Options are subject to time-based vesting of one-fourth on each of the first, second, third and fourth anniversaries of the grant date. The Options have an exercise price of $48.93 per share and expire on June 2, 2031. On June 2, 2021, (i) each of Messrs. Davison, Gunn and Huët and Mmes. Butts and Chiquet was granted an award of 615 RSUs under the Omnibus Plan and (ii) Mr. Armstrong was granted an award of 714 RSUs under the Omnibus Plan. The RSUs are subject to time-based vesting of one-third on each of the first, second and third anniversaries of the grant date. Executive Compensation Components of Executive Compensation Each year, the compensation committee of our board of directors is responsible for determining our executive compensation framework, which consisted of the following elements for fiscal 2022: (i) base salary; (ii) annual bonus; (iii) equity-based long- term incentives; and (iv) employee benefits and other compensation. Named Executive Officers The following tables and discussion relate to the compensation paid to or earned by our Chairman and Chief Executive Officer, Dani Reiss; our Executive Vice President and Chief Financial Officer, Jonathan Sinclair; and our three most highly compensated executive officers (other than Messrs. Reiss and Sinclair) who were serving as executive officers on the last day of fiscal 2022. They are Michael (Woody) Blackford, our Chief Product Officer; Pat Sherlock, our President, Canada Goose International AG & EMEA; and Penny Brook, our Chief Marketing and Experience Officer. Messrs. Reiss, Sinclair, Blackford and Sherlock and Ms. Brook are referred to collectively in this Annual Report as our named executive officers. -93- The following table sets forth information about certain compensation awarded to, earned by, or paid to our named executive officers in respect of fiscal 2022: (6) Name and principal position Dani Reiss, Chairman and Chief Executive Officer Jonathan Sinclair, Executive Vice President and Chief Financial Officer Michael (Woody) Blackford, Chief Product Officer Pat Sherlock, President, Canada Goose International AG & EMEA Penny Brook, Chief Marketing and Experience Officer (7) (7) Salary ($) (1) 1,253,654 Bonus ($) (2) 2,243,520 Stock awards (3) ($) Option awards (4) ($) compensation ($) All other (5) 3,133,017 3,690,009 783,097 373,589 375,522 584,257 Total compensation ($) 10,406,197 2,206,960 85,997 90,495 662,500 288,080 264,098 390,007 11,691 1,616,376 437,485 95,899 174,695 258,008 233,801 1,199,888 454,582 239,499 181,742 268,393 95,875 1,240,091 (1) (2) (3) (4) (5) (6) (7) Amounts shown are inclusive of salary for the 53rd week of fiscal 2022. Fiscal 2022 is the first 53-week fiscal year, ending on April 3, 2022. Amounts shown reflect the bonuses earned by our named executive officers, in respect of fiscal 2022. Amounts shown reflect the grant date fair value of RSU awards granted to Messrs. Reiss, Sinclair, Blackford and Sherlock and Ms. Brook in fiscal 2022. The value was determined in accordance with IFRS 2 “Share-based Payment”. Amounts shown reflect the grant date fair value of Options granted to Messrs. Reiss, Sinclair, Blackford and Sherlock and Ms. Brook in fiscal 2022. The values were determined in accordance with IFRS 2 “Share-based Payment”. For more detail on the amounts included in this column, see “All Other Compensation - Benefits and Perquisites” below. Salary paid in fiscal 2022 was partially paid in pounds sterling, which is converted at an exchange rate of GBP1.00 to $1.70 which is an average rate determined in accordance with the company’s policies based on exchange rates available as at the applicable payment dates for the fiscal year. Bonus was calculated on salary partially paid in Canadian dollars and in pounds sterling and will be paid in pounds sterling converted at an exchange rate of GBP1.00 to $1.60, which is the closing rate as of April 3, 2022 determined in accordance with the company’s policies. Salary paid in Swiss francs converted at an exchange rate of CHF1.00 to $1.36 which is an average rate determined in accordance with the company's policies based on exchange rates available as at the applicable payment dates for the fiscal year. Certain amounts under “All other compensation” paid in Swiss francs converted at the same exchange rate of CHF1.00 to $1.36. Bonus to be paid in Swiss francs converted at an exchange rate of CHF1.00 to $1.35, which is the closing rate as of April 3, 2022 determined in accordance with the company’s policies. -94- Base Salary Base salaries provide our named executive officers with a fixed amount of compensation each year. Base salary levels are established based on a range of factors, including peer company compensation, the executive’s role, responsibilities and prior experience and the overall market demand for the executive. Mr. Reiss’ annual base salary is $1,230,000, Mr. Sinclair’s annual base salary is GBP450,000, Mr. Blackford’s annual base salary is $650,000, Ms. Brook’s annual base salary is CHF333,125 and Mr. Sherlock’s annual base salary is CHF320,232. Bonus Each named executive officer is eligible to receive an annual bonus pursuant to his or her employment agreement and in accordance with the bonus plan of the company. Fiscal 2022 bonuses earned by Messrs. Reiss, Sinclair, Blackford and Sherlock and Ms. Brook are reflected in the compensation table above. For fiscal 2022, Mr. Reiss was eligible to earn a target annual bonus equal to 150% of his base salary (“Reiss Bonus Target”), based on achievement of the fiscal 2022 global EBIT target (the “Global EBIT Target”). The payout of Mr. Reiss’s bonus is eligible to be earned at 100% of the Reiss Bonus Target upon achievement of 100% of Global EBIT Target. Achievement of EBIT above 100% of Global EBIT Target results in Mr. Reiss’s bonus being earned at 100% of Reiss Bonus Target plus 8% of the Reiss Bonus Target for each 1% over the Global EBIT Target. Our board of directors determined that Mr. Reiss earned a fiscal 2022 bonus of 122% of the Reiss Bonus Target based on achievement above the Global EBIT Target in fiscal 2022. The bonus will be paid entirely in cash. Messrs. Sinclair, Blackford and Sherlock and Ms. Brook were eligible to earn annual bonuses for fiscal 2022 targeted at 45% (Mr. Sinclair) or 40% (Messrs. Sherlock and Blackford and Ms. Brook), of base salary. For Messrs. Sinclair and Blackford and Ms. Brook, target EBIT for purposes of our fiscal 2022 annual bonus plan was determined the same as for Mr. Reiss (being the Global EBIT Target). For Mr. Sherlock, target EBIT for purposes of our fiscal 2022 annual bonus plan was determined half on achievement of a regional EBIT target and half on achievement of the Global EBIT Target. Achievement above the applicable target EBIT and outstanding performance can result in bonus being earned above 100% of target annual bonus. Messrs. Sinclair and Blackford were determined to earn fiscal 2022 bonuses each equal to 111% of their respective target annual bonuses based on achievement above the Global EBIT Target. Mr. Sherlock was determined to earn a fiscal 2022 bonus equal to 55% of his target annual bonus based on full achievement of the Global EBIT Target only. Ms. Brook was eligible to earn a fiscal 2022 bonus equal to 133% of her target annual bonus based on achievement above the Global EBIT Target and performance. The bonuses will be paid entirely in cash. Executive Employment Agreements We have entered into an employment agreement with each of our named executive officers. The terms of the agreements are as follows. -95- Compensation and Bonus Opportunities Under his amended and restated employment agreement, effective March 9, 2017, Mr. Reiss is entitled to an annual base salary of $1,000,000, subject to annual review and increase by our board of directors. Mr. Reiss is also eligible for an annual incentive bonus, which under his employment agreement is targeted at 75% of his annual base salary, and which has subsequently increased to 150% of his annual base salary. The employment agreement also provides for an annual equity grant to Mr. Reiss under our long-term equity incentive plan. Under his employment agreement, effective August 13, 2021, Mr. Sinclair is entitled to an annual base salary of GBP450,000, subject to annual review. Mr. Sinclair is also eligible for an annual incentive bonus targeted at 45% of his annual base salary. Mr. Sinclair’s employment agreement also provides for an annual equity grant to Mr. Sinclair under our long-term equity incentive plan, equal to 100% of his annual base salary. The employment agreement further provides for certain benefits and perquisites, as described below under “All Other Compensation - Benefits and Perquisites”. Under his employment agreement, dated as of May 14, 2019, Mr. Blackford is entitled to an annual base salary of $650,000, subject to annual review. Mr. Blackford is also eligible for an annual incentive bonus targeted at 40% of his annual base salary. The employment agreement also provided for a signing bonus in the form of a (i) gross cash amount of $325,000 to be paid to Mr. Blackford on his start date and (ii) a grant of stock options with a 10 year term, valued at $162,500 and vesting in four equal annual installments and a grant of restricted stock units valued at $162,500 and vesting over three equal annual installments. Mr. Blackford’s employment agreement also provides for an annual equity grant to Mr. Blackford under our long-term equity incentive plan, equal to 80% of his annual base salary. The employment agreement further provides for certain benefits and perquisites, as described below under “All Other Compensation - Benefits and Perquisites”. Under his employment agreement, effective on or around August 1, 2018, Mr. Sherlock is entitled to an annual base salary of CHF312,421, subject to annual review. Mr. Sherlock is also eligible to participate in our annual bonus plan, with an annual incentive bonus targeted at 40% of his annual base salary. In connection with Mr. Sherlock’s assignment in Switzerland, Mr. Sherlock’s employment agreement further provides for certain benefits and perquisites, as described below under “All Other Compensation - Benefits and Perquisites”. Under her employment agreement, effective January 3, 2018, Ms. Brook is entitled to an annual base salary of CHF325,000, subject to annual review. Ms. Brook is also eligible to participate in our annual bonus plan, with an annual incentive bonus targeted at 40% of her annual base salary. In connection with Ms. Brook’s assignment in Switzerland, Ms. Brook’s employment agreement further provides for certain benefits and perquisites, as described below under “All Other Compensation - Benefits and Perquisites”. Severance If Mr. Reiss’s employment were terminated by us without cause or he resigned for good reason, he would be entitled to (i) a severance amount representing two times his annual base salary plus two times the average amount of the annual bonus earned by Mr. Reiss in the two complete fiscal years preceding the date of his termination of employment, (ii) a pro rata bonus amount for the year in which the termination occurs, based on the actual bonus amount paid in the prior year and (iii) continued participation in our benefit plans for a period of 24 months following the date of termination of employment. -96- If Mr. Sinclair’s employment were terminated by us without cause, he would be entitled to twelve months’ notice, or pay in lieu of notice and benefit continuation for twelve months following such termination of employment. If Mr. Blackford’s employment were terminated by us without cause, he would be entitled to eight months’ notice, or pay in lieu of notice and benefit continuation for eight months following such termination of employment. If Mr. Sherlock’s employment were terminated by us without cause, he would be entitled to six months’ notice. If Ms. Brook’s employment were terminated by us without cause, she would be entitled to six months’ notice. Equity-Based Compensation On June 2, 2021, Messrs. Reiss, Sinclair, Sherlock and Blackford and Ms. Brook were granted 256,905, 40,677, 17,963, 27,153 and 18,686 Options, respectively. One-fourth of each Option award will vest on each of June 2, 2022, June 2, 2023, June 2, 2024 and June 2, 2025, subject to the executive’s continued employment with us through the applicable vesting date. On June 2, 2021, Messrs. Reiss, Sinclair, Sherlock and Blackford and Ms. Brook were granted 64,025, 7,674, 3,570, 5,397 and 3,714 RSUs, respectively. One-third of these RSUs vest on each of June 2, 2022, June 2, 2023 and June 2, 2024, subject to the executive’s continued employment with us through the applicable vesting date. -97- The following table sets forth information regarding equity awards held by our named executive officers as of April 3, 2022: ame ani Reiss (1)(2) nathan nclair (3)(4) at Sherlock (5)(6) chael (Woody) ackford (7)(8) enny Brook (9)(10) Number of securities underlying unexercised options (#) exercisable 54,222 143,489 — 62,500 — — — 26,547 23,981 3,134 — — — 13,317 6,958 — — — 2,857 5,847 — — — — 22,221 13,853 7,238 — — — Number of securities underlying unexercised options (#) unexercisable 18,075 47,830 262,566 187,500 256,905 — — 8,849 7,994 53,030 40,677 — — 4,439 20,875 17,963 — — 5,716 29,541 27,153 — — — — 4,618 21,716 18,686 — — Equity incentive plan awards: Number of securities underlying unexercised options unearned (#) — — — — — — — — — — — — — — — — — — — — — — — — — — — Option exercise price ($) 83.53 63.03 33.97 50.00 48.93 — — 83.53 63.03 33.97 48.93 — — 63.03 33.97 48.93 — — 46.38 33.97 48.93 — — — 4.62 63.03 33.97 48.93 0 — Option expiration date 6/26/2028 4/3/2029 6/12/2030 6/12/2030 6/2/2031 — — 6/26/2028 4/3/2029 6/12/2030 6/2/2031 — — 4/3/2029 6/12/2030 6/2/2031 — — 11/22/2029 6/12/2030 6/2/2031 — — — 4/1/2026 4/3/2029 6/12/2030 6/2/2031 0 — Number of shares of stock that have not vested (#) — — — — — 21,120 64,025 — — — — 3,822 7,674 — — — 1,803 3,570 — — — 1,168 2,552 5,397 — — — — 1,876 3,714 Market value of shares of stock that have not vested ($) — — — — — 691,469 2,096,179 — — — — 125,132 251,247 — — — 59,030 116,882 — — — 38,240 83,552 176,698 — — — — 61,420 121,596 (1) Mr. Reiss was granted 105,263 Options on June 1, 2017, 72,297 Options on June 26, 2018, 191,319 Options on April 3, 2019, 600,088 options on June 12, 2020 and 256,905 Options on June 2, 2021. His Options are subject to time-based vesting of one-fourth on each of the first, second, third and fourth anniversaries of the respective grant dates. -98- (2) (3) (4) (5) Mr. Reiss was granted 31,680 RSUs on June 12, 2020 and 64,025 RSUs on June 2, 2021. His RSUs are subject to time- based vesting of one-third on each of the first, second and third anniversaries of the grant date. The market value of Mr. Reiss’ RSUs was calculated by multiplying the number of RSUs subject to his award by $32.74 which was the closing price of our subordinate voting shares on the TSX on April 1, 2022, the last trading day of fiscal 2022. Mr. Sinclair was granted 35,396 Options on June 26, 2018, 31,975 Options on April 3, 2019, 70,706 Options on June 12, 2020 and 40,677 Options on June 2, 2021. His Options are subject to time-based vesting of one-fourth on each of the first, second, third and fourth anniversaries of the grant date. Mr. Sinclair was granted 10,650 RSUs on July 5, 2018, 5,733 RSUs on June 12, 2020 and 7,674 RSUs on June 2, 2021. His RSUs are subject to time-based vesting of one-third on each of the first, second and third anniversaries of the grant date. The market value of Mr. Sinclair’s RSUs was calculated by multiplying the number of RSUs subject to his award by $32.74 which was the closing price of our subordinate voting shares on the TSX on April 1, 2022, the last trading day of fiscal 2022. Mr. Sherlock was granted 84,355 options to purchase Class B Common Shares and 126,533 options to purchase Class A Junior Preferred Shares on April 17, 2014, which options were exchanged for 114,125 Options in connection with the Recapitalization. Mr. Sherlock was also granted 84,355 options to purchase Class B Common Shares and 126,533 options to purchase Class A Junior Preferred Shares on April 1, 2015, which options were exchanged for 111,110 Options in connection with the Recapitalization. One third of these Options are subject to time-based vesting of 40% on the second anniversary of the grant date and 20% on each anniversary of the grant date thereafter (the “Sherlock Time- Based Options”). The remaining two-thirds of his Options are subject to both time-based and performance-based vesting with the performance metrics reflecting a multiple of Bain Capital’s return on its investment in us (the “Sherlock Performance-Based Options”). The Sherlock Performance-Based Options are subject to the same time-based vesting schedule as the Sherlock Time-Based Options and, as of April 3, 2022, the performance metrics applicable to the Sherlock Performance-Based Options had been achieved. The Sherlock Time-Based Options and the time-vesting component of the Sherlock Performance-Based Options, to the extent then unvested, will accelerate in full upon a change of control. Mr. Sherlock was also granted 17,756 Options on April 3, 2019, 27,833 Options on June 12, 2020 and 17,963 Options on June 2, 2021.These Options are subject to time-based vesting of one-fourth on each of the first, second, third and fourth anniversaries of the grant date. (6) Mr. Sherlock was granted 2,704 RSUs on June 12, 2020 and 3,570 RSUs on June 2, 2021. His RSUs are subject to time-based vesting of one-third on each of the first, second and third anniversaries of the grant date. The market value of Mr. Sherlock's RSUs was calculated by multiplying the number of RSUs subject to his award by $32.74 which was the closing price of our subordinate voting shares on the TSX on April 1, 2022, the last trading day of fiscal 2022. -99- (7) (8) (9) Mr. Blackford was granted 11,430 Options on November 22, 2019, 39,388 Options on June 12, 2020 and 27,153 Options on June 2, 2021. These Options are subject to time-based vesting of one-fourth on each of the first, second, third and fourth anniversaries of the grant date. Mr. Blackford was granted 3,503 RSUs on November 22, 2019, 3,827 RSUs on June 12, 2020 and 5,397 RSUs on June 2, 2021. His RSUs are subject to time-based vesting of one-third on each of the first, second and third anniversaries of the grant date. The market value of Mr. Blackford’s RSUs was calculated by multiplying the number of RSUs subject to his award by $32.74 which was the closing price of our subordinate voting shares on the TSX on April 1, 2022, the last trading day of fiscal 2022. Ms. Brook was granted 84,355 options to purchase Class B Common Shares and 126,533 options to purchase Class A Junior Preferred Shares on April 1, 2016, which options were exchanged for 111,110 Options in connection with the Recapitalization. One third of these Options are subject to time-based vesting of 40% on the second anniversary of the grant date and 20% on each anniversary of the grant date thereafter (the “Brook Time-Based Options”). The remaining two-thirds of her Options are subject to both time-based and performance-based vesting with the performance metrics reflecting a multiple of Bain Capital’s return on its investment in us (the “Brook Performance-Based Options”). The Brook Performance-Based Options are subject to the same time-based vesting schedule as the Brook Time-Based Options and, as of April 3, 2022, the performance metrics applicable to the Brook Performance-Based Options had been achieved. The Brook Time-Based Options and the time-vesting component of the Brook Performance-Based Options, to the extent then unvested, will accelerate in full upon a change of control. Ms. Brook was also granted 18,471 Options on April 3, 2019, 28,954 Options on June 12, 2020 and 18,686 Options on June 2, 2021. These Options are subject to time-based vesting of one-fourth on each of the first, second, third and fourth anniversaries of the grant date. (10) Ms. Brook was granted 2,813 RSUs on June 12, 2020 and 3,714 RSUs on June 2, 2021. Her RSUs are subject to time- based vesting of one-third on each of the first, second and third anniversaries of the grant date. The market value of Ms. Brook's RSUs was calculated by multiplying the number of RSUs subject to her award by $32.74 which was the closing price of our subordinate voting shares on the TSX on April 1, 2022, the last trading day of fiscal 2022. All Other Compensation - Benefits and Perquisites Our full-time employees, including our named executive officers, are eligible to participate in our health and welfare benefit plans, which include medical, dental, vision, basic and dependent life, supplemental life, accidental death, dismemberment and specific loss, long-term disability, and optional critical illness insurance. Employees are also eligible to receive continuing education support and to participate in our employee purchase program, which allows employees to purchase a specified number of jackets and accessories at 50% of the manufacturer’s suggested retail price. Our named executive officers participate in these plans on a slightly better basis than other salaried employees, including in some instances with slightly lower deductibles, better cost-sharing rates and the ability to purchase supplemental health coverage. Our named executive officers are also entitled to complimentary jackets each calendar year. -100- Our named executive officers received additional benefits and perquisites pursuant to the terms of their employment with us including, for Messrs. Sinclair, Blackford, and Sherlock and Ms. Brook with respect to benefits and perquisites related to their overseas assignments. In fiscal 2022, (1) each of our named executive officers other than Ms. Brook received company-paid personal insurance premiums, and Messrs. Reiss, Sinclair and Blackford also received supplemental health coverage; (2) each of our named executive officers received complimentary jackets and/or products; (3) Messrs. Sinclair and Sherlock received housing allowances and tax gross-ups related to such allowances; (4) Mr. Sherlock and Ms. Brook received reimbursement of school fees for their children and tax gross-ups related to such reimbursements; (5) Messrs. Reiss and Sherlock received board retainer fees for their service as directors of Canada Goose International AG, and (6) Ms. Brook received contributions to the defined benefit pension plan membership in Switzerland. Retirement Plans In fiscal 2022, none of our named executive officers participated in the Group Retirement Savings Plan for the Employees of Canada Goose Inc. (referred to as the RSP), a broad-based registered defined contribution plan offered to all of our full-time Canada-based employees. In fiscal 2022, we did not make any contributions to the Deferred Profit Sharing Plan for the Employees of Canada Goose Inc. on behalf of our named executive officers. Except for Ms. Brook, for whom we made contributions in the defined benefit pension plan membership of Canada Goose International AG in Switzerland, we did not otherwise set aside or accrue any amounts for pension, retirement or similar benefits for our named executive officers pursuant to retirement plans sponsored by the company. We do not sponsor or maintain any qualified or non-qualified defined benefit plans or supplemental executive retirement plans. C. Board Practices Composition of our Board of Directors 3 2 Under our articles, our board of directors consists of a number of directors as determined from time to time by the directors. Our board of directors is comprised of ten directors. Our articles provide that a director may be removed with or without cause by a resolution passed by a special majority comprised of 66 ⁄ % of the votes cast by shareholders present in person or by proxy at a meeting and who are entitled to vote. The directors are elected by the shareholders at each annual general meeting of shareholders, and all directors hold office for a term expiring at the close of the next annual shareholders meeting or until their respective successors are elected or appointed. Our board of directors is led by Dani Reiss, as Chairman, and Maureen Chiquet, as Lead Director. Mr. Reiss is not considered to be an independent director as he is also our Chief Executive Officer. The Chairman and Chief Executive Officer responsibility is, among other things, to effectively manage, in collaboration with the Lead Director, the affairs of the board of directors in accordance with corporate governance guidelines. The Chairman and Chief Executive Officer is also responsible for the general direction and management of the business and affairs of the company within the authority limitations delegated by the board of directors, focused on meeting the corporate goals and objectives approved by the board of directors. The fundamental responsibility of the Lead Director of the board of directors, considering that the Chairman is not an independent director, is to provide independent leadership for the board of directors in discharging its duties and responsibilities independent of management. Under the BCBCA and our articles, between annual general meetings of our shareholders, the directors may appoint one or more additional directors, but the number of -101- additional directors may not at any time exceed one-third of the number of current directors who were elected or appointed other than as additional directors. Director Term Limits and Other Mechanisms of Board Renewal Our board of directors has not adopted director term limits, a retirement policy for its directors or other automatic mechanisms of board renewal. Rather than adopting formal term limits, mandatory age-related retirement policies and other mechanisms of board renewal, the nominating and governance committee of our board of directors develop appropriate qualifications and criteria for our board of directors as a whole and for individual directors. In accordance with its mandate, the nominating and governance committee oversees a process for the assessment of our board of directors, each committee and individual director regarding his, her or its effectiveness and contribution, and also reports evaluation results to our board of directors at least annually. It is further the responsibility of the nominating and governance committee to develop a succession plan for the board of directors, including maintaining a list of qualified candidates for director positions. The company is not in the practice of providing any severance benefits to directors upon termination of service. Board Committees Each of our board committees operates under its own written charter adopted by our board of directors. Audit Committee Our audit committee is composed of Mr. Davison, Mr. Gunn and Mr. Huët, with Mr. Davison serving as chairperson of the committee. Our board of directors has determined that Mr. Gunn, Mr. Davison and Mr. Huët meet the independence requirements under the rules of the NYSE, the BCBCA and under Rule 10A-3 of the Exchange Act. Our board of directors has determined that Mr. Davison is an “audit committee financial expert” within the meaning of the SEC’s regulations and applicable Listing Rules of the NYSE. Our audit committee reviews and approves the scope of the annual audits of our financial statements, reviews our internal control over financial reporting, recommends to the board of directors the appointment of our independent auditors, reviews and approves any non-audit services performed by the independent auditors, reviews the findings and recommendations of the internal and independent auditors and periodically reviews major accounting policies. Compensation Committee Our compensation committee is composed of Mr. Cotton, Mr. Armstrong and Ms. Chiquet, with Mr. Cotton serving as chairperson of the committee. Its primary purpose, with respect to compensation, is to assist our board of directors in fulfilling its oversight responsibilities and to make recommendations to our board of directors with respect to the compensation of our directors and executive officers. Nominating and Governance Committee Our nominating and governance committee is composed of Mr. Bekenstein, Mr. Gunn, Mr. Reiss, and Ms. Butts, with Ms. Butts serving as chairperson of the committee. The nominating and governance committee’s primary responsibilities are to develop and recommend to the board of directors criteria for board and committee membership and recommend to the board of directors the persons to be nominated for election as directors and to each of the -102- committees of the board of directors. The nominating and governance committee also reviews and makes recommendations in respect of the company’s corporate governance principles and practices and associated disclosure. Vision Committee During Fiscal 2022, our vision committee was composed of Mr. Reiss, Mr. Armstrong, Ms. Chiquet, Mr. Cotton and Mr. Huët with Mr. Reiss serving as chairperson of the committee. The vision committee’s primary responsibilities were to develop and recommend to the board of directors ideas to facilitate the company’s transition as global luxury brand into the emerging digital age. The vision committee, having fulfilled its mandate, was dissolved in February 2022. Environmental and Social Committee Our environmental and social committee was established in February 2022 and is composed of Mr. Armstrong, Mr. Cotton, Ms. Butts and Mr. Huët with Mr. Armstrong serving as the chairperson of the committee. The environmental and social committee’s primary responsibilities are to provide oversight of the company’s ongoing commitment to environmental and social policies, plans and programs to ensure a comprehensive environmental, social and governance program. D. Employees As of April 3, 2022, March 28, 2021, and March 29, 2020, we had 4,353, 3,590, and 1,219 employees, including both full-time and part-time employees however excluding those on leave. The number of employees by function as of the end of the period for our fiscal years ended April 3, 2022, March 28, 2021, and March 29, 2020 was as follows: By Function: Canadian manufacturing Selling and retail Corporate head offices Total 2022 2021 2020 2,872 742 739 4,353 2,489 557 544 3,590 389 352 478 1,219 As of April 3, 2022, the company has 347 employees on leave including 25 employees whose leave is related to COVID-19 and 322 employees who are on leave for maternity, medical, disability and/or unpaid leave. The increase in the number of selling and retail employees was primarily due to the opening of our new retail stores in fiscal 2022. We also had a greater number of employees at our corporate head offices in fiscal 2022 to support the continued growth of our business. E. Share Ownership See Item 6.B. - “Compensation” and Item 7 - “Major Shareholders and Related Party Transactions.” -103- ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major Shareholders. Security Ownership The following table sets forth information relating to the beneficial ownership of our shares as of May 5, 2022, by: • each person or group who is known by us to own beneficially more than 5% of our subordinate voting shares; • each of our directors; and • each of our named executive officers. Beneficial ownership is determined in accordance with SEC rules. The information is not necessarily indicative of beneficial ownership for any other purpose. In general, under these rules a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares voting power or investment power with respect to such security. A person is also deemed to be a beneficial owner of a security if that person has the right to acquire beneficial ownership of such security within 60 days. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares held by that person. The percentage of voting shares beneficially owned is computed on the basis of 54,190,432 subordinate voting shares and 51,004,076 multiple voting shares outstanding as of May 5, 2022. -104-  (2) (1) (6) (4) (5) Name and address of beneficial owner 5% shareholders: Entities affiliated with Bain Capital Investors, LLC Dani Reiss (3) FMR Morgan Stanley Macquarie Group Limited Named executive officers and directors: Joshua Bekenstein Jodi Butts Maureen Chiquet Ryan Cotton Stephen Gunn Jean-Marc Huët John Davison Michael D. Armstrong Belinda Wong Jonathan Sinclair Michael (Woody) Blackford Pat Sherlock Penny Brook (6) Subordinate Voting Shares Percentage of shares Number of shares Multiple Voting Shares Percentage of shares Number of shares — 524,435 4,189,647 8,962,382 4,031,603 — 36,261 55,889 — 70,578 70,767 45,598 2,061 — 94,825 28,414 34,715 57,397 — * 7.7 % 16.5 % 7.4 % — % * * — % * * * * * * * * * 30,873,742 20,130,334 — — — — — — — — — — — — — — — — 60.5 % 39.5 % — — — — — — — — — — — — — — — — * Less than 1% (1) (2) (3) Includes 20,073,742 multiple voting shares registered in the name of Bain Capital Integral Investors 2008, L.P. (“Integral 2008”) and 10,800,000 Multiple Voting Shares registered in the name of BCPE Fund X Goose Borrower, L.P. (together with Integral 2008, the “Bain Capital Entities”). Bain Capital Investors, LLC (“BCI”) is the ultimate general partner of each of the Bain Capital Entities. As a result, BCI may be deemed to exercise voting and dispositive power with respect to the shares held by the Bain Capital Entities. Voting and investment decisions with respect to the shares held by the Bain Capital Entities are made by the managing directors of BCI, of whom there are three or more and none of whom individually has the power to direct such decisions. The address of each of the Bain Capital Entities is c/o Bain Capital Private Equity, LP, 200 Clarendon Street, Boston, Massachusetts 02116. Includes multiple voting shares registered in the name of DTR LLC, an entity indirectly controlled by Dani Reiss. Based on information obtained from Schedule 13G filed by FMR LLC and its affiliates (“FMR”) on February 9, 2022. According to that report, FMR possesses sole power to vote or to direct the voting of 1,418,482 of such shares and possesses shared power to vote or to direct the voting of none of such shares and possesses sole power to dispose or to direct the disposition of 4,189,647 of such shares and possesses shared power to dispose or to direct the disposition of none of such shares. In -105- addition, according to that report, FMR’s business address is 245 Summer Street., Boston, MA 02210. (4) (5) (6) Based on information obtained from Schedule 13G filed by Morgan Stanley and its affiliates (“Morgan Stanley”) on February 9, 2022. According to that report, Morgan Stanley possesses sole power to vote or to direct the voting of none of such shares and possesses shared power to vote or to direct the voting of 8,487,196 of such shares and possesses sole power to dispose or to direct the disposition of none of such shares and possesses shared power to dispose or to direct the disposition of 8,962,382 of such shares. In addition, according to that report, Morgan Stanley’s business address is 1585 Broadway New York, NY 10036. Based on information obtained from Schedule 13G filed by Macquarie Group Limited (“Macquarie”) due to the reporting persons ownership of Macquarie Management Holdings Inc., Macquarie Investment Management Business Trust and Ivy Investment Management Company on February 11, 2022. According to that report, entities reported as owned by Macquarie collectively possess sole power to vote or direct the voting of 4,031,603 shares and possess shared power to vote or to direct the voting of none of such shares. In addition, according to that report, Macquarie’s business address is 50 Martin Place Sydney, New South Wales, Australia. Does not include shares held by the Bain Capital Entities. Each of Messrs. Cotton and Bekenstein is a Managing Director of BCI and as a result may be deemed to share beneficial ownership of the shares held by the Bain Capital Entities. The address for Messrs. Cotton and Bekenstein is c/o Bain Capital Private Equity, LP, 200 Clarendon Street, Boston, Massachusetts 02116. Significant Changes in Ownership We are not aware of significant changes in ownership of our multiple voting shares and subordinate voting shares during fiscal 2022. Voting Rights Holders of our multiple voting shares are entitled to 10 votes per multiple voting share and holders of subordinate voting shares held in the United States (and outside the United States) are entitled to one vote per subordinate voting share on all matters upon which holders of shares are entitled to vote. U.S. Shareholders. On April 3, 2022, we had 3 registered shareholders with addresses in the United States (which may include addresses of investment managers holding securities on behalf of non-U.S. beneficial owners) holding approximately 20,242,723 subordinate voting shares. Residents of the United States may beneficially own subordinate voting shares or multiple voting shares registered in the names of non-residents of the United States, and non-U.S. residents may beneficially own subordinate voting shares or multiple voting shares registered in the names of U.S. residents. -106- Controlled Company We are currently controlled by Bain Capital. As of April 3, 2022, Bain Capital indirectly beneficially owns approximately 60.5% of our outstanding multiple voting shares, or approximately 54.7% of the combined voting power of our multiple voting and subordinate voting shares outstanding. B. Related Party Transactions Investor Rights Agreement In connection with our IPO, we entered into an Investor Rights Agreement with Bain Capital and DTR LLC, an entity indirectly controlled by our Chairman and Chief Executive Officer (the “Investor Rights Agreement”). The following is a summary of certain registration rights and nomination rights of our principal shareholders (including their permitted affiliates and transferees) under the Investor Rights Agreement, which summary is not intended to be complete. The following discussion is qualified in its entirety by the full text of the Investor Rights Agreement. Registration Rights Pursuant to the Investor Rights Agreement, Bain Capital is entitled to certain demand registration rights which enable it to require us to file a registration statement and/or a Canadian prospectus and otherwise assist with public offerings of subordinate voting shares (including subordinate voting shares issuable upon conversion of multiple voting shares) under the Securities Act and applicable Canadian securities laws, in accordance with the terms and conditions of the Investor Rights Agreement. DTR LLC is entitled to similar demand registration rights at such time as Bain Capital no longer holds securities subject to registration rights, as well as certain incidental registration rights in connection with demand registrations initiated by Bain Capital, and each of Bain Capital and DTR LLC is entitled to certain “piggy-back” registration rights in the event that we propose to register securities as part of a public offering. We are entitled to postpone or suspend a registration request for a period of up to 60 days during any 12-month period where such registration request would require us to make any adverse disclosure. In addition, in connection with an underwritten offering, the number of securities to be registered thereunder may be limited, for marketing reasons, based on the opinion of the managing underwriter or underwriters for such offering. All costs and expenses associated with any demand registration or “piggy-back” registration will be borne by us other than underwriting discounts, commissions and transfer taxes, if any, attributable to the sale of the subordinate voting shares (including following the conversion of multiple voting shares) by the applicable selling shareholder. We will also be required to provide indemnification and contribution for the benefit of Bain Capital and DTR LLC and their respective affiliates and representatives in connection with any demand registration or “piggy-back” registration. Nomination Rights Pursuant to the Investor Rights Agreement, Bain Capital is entitled to designate 50% of our directors (rounding up to the next whole number) and will continue to be entitled to designate such percentage of our directors for so long as it holds at least 40% of the number of subordinate voting shares and multiple voting shares outstanding, provided that this percentage -107- will be reduced (i) to the greater of one director or 30% of our directors (rounding up to the next whole number) once Bain Capital holds less than 40% of the subordinate voting shares and multiple voting shares outstanding, (ii) to the greater of one director or 10% of our directors (rounding up to the next whole number) once Bain Capital holds less than 20% of the subordinate voting shares and multiple voting shares outstanding, and (iii) to none once Bain Capital holds less than 5% of the subordinate voting shares and multiple voting shares outstanding. DTR LLC is entitled to designate one director for as long as it holds 5% or more of the subordinate voting shares and multiple voting shares outstanding. The nomination rights contained in the Investor Rights Agreement provide that Bain Capital and DTR LLC, at the relevant time, will cast all votes to which they are entitled to elect directors designated in accordance with the terms and conditions of the Investor Rights Agreement. Other Related Party Transactions During fiscal 2022, the company contributed approximately $1.1m to Polar Bears International (PBI), a charitable organization for which our Chairman and Chief Executive Officer, Dani Reiss, serves as a board member. The company also paid the Baffin vendor and related entities, which continue to be controlled by Paul Hubner, a member of management of the company, approximately $1.4m for lease costs associated with the Baffin manufacturing facility and other operating costs. In addition, during fiscal 2020, affiliates of Bain Capital acquired a majority interest in Kantar Group. Since the acquisition, the company incurred fees of approximately $0.6m related to consulting services provided by Kantar Group and its related entities. Interest of Management and Others in Material Transactions Except as set out above or described elsewhere in this Annual Report, there are no material interests, direct or indirect, of any of our directors or executive officers, any shareholder that beneficially owns, or controls or directs (directly or indirectly), more than 10% of any class or series of our outstanding voting securities, or any associate or affiliate of any of the foregoing persons, in any transaction within the three years before the date in this Annual Report that has materially affected or is reasonably expected to materially affect us or any of our subsidiaries. Indebtedness of Directors, Executive Officers and Employees Except as set out above or described elsewhere in this Annual Report, as of the date of this Annual Report, none of our directors, executive officers, employees, former directors, former executive officers or former employees or any of our subsidiaries, and none of their respective associates, is indebted to us or any of our subsidiaries or another entity whose indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar agreement or understanding provided by us or any of our subsidiaries, except, as the case may be, for routine indebtedness as defined under applicable securities legislations. C. Interests of Experts and Counsel Not applicable. -108- ITEM 8. FINANCIAL INFORMATION A. Consolidated Financial Statements and Other Financial Information See Item 18. — “Financial Statements.” A.7 Legal Proceedings From time to time, we may be subject to legal or regulatory proceedings and claims in the ordinary course of business, including proceedings to protect our intellectual property rights. As part of our monitoring program for our intellectual property rights, from time to time we file lawsuits for acts of trademark counterfeiting, trademark infringement, trademark dilution, patent infringement or breach of other state or foreign laws. These actions often result in seizure of counterfeit merchandise and negotiated settlements with defendants. Defendants sometime raise the invalidity or unenforceability of our proprietary rights as affirmative defenses or counterclaims. A.8 Dividend Policy Our board of directors does not currently intend to pay dividends on our subordinate voting shares or multiple voting shares. We currently intend to retain any future earnings to fund business development and growth, and we do not expect to pay any dividends in the foreseeable future. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions and other factors that our board of directors may deem relevant. Currently, the provisions of our senior secured credit facilities place certain limitations on the amount of cash dividends that our main operating subsidiary can pay. B. Significant Changes We have not experienced any significant changes since the date of our Annual Financial Statements included in this Annual Report. ITEM 9. THE OFFER AND LISTING Not applicable except for Item 9.A.4 and Item 9.C. Our subordinate voting shares have been listed on both the New York Stock Exchange and the Toronto Stock Exchange since March 16, 2017 under the symbol “GOOS.” ITEM 10. ADDITIONAL INFORMATION A. Share Capital Not applicable. B. Notice of Articles and Articles of Association The following is a summary of certain important provisions of our articles and certain related sections of the BCBCA. Please note that this is only a summary and is not intended to be exhaustive. This summary is subject to, and is qualified in its entirety by reference to, the provisions of our articles and the BCBCA. -109- Stated Objects or Purposes Our articles do not contain stated objects or purposes and do not place any limitations on the business that we may carry on. Directors Power to vote on matters in which a director is materially interested. Under the BCBCA a director who has a material interest in a contract or transaction, whether made or proposed, that is material to us, must disclose such interest to us, subject to certain exceptions such as if the contract or transaction: (i) is an arrangement by way of security granted by us for money loaned to, or obligations undertaken by, the director for our benefit or for one of our affiliates’ benefit; (ii) relates to an indemnity or insurance permitted under the BCBCA; (iii) relates to the remuneration of the director in his or her capacity as director, officer, employee or agent of our company or of one of our affiliates; (iv) relates to a loan to our company while the director is the guarantor of some or all of the loan; or (v) is with a corporation that is affiliated with us while the director is also a director or senior officer of that corporation or an affiliate of that corporation. A director who holds such disclosable interest in respect of any material contract or transaction into which we have entered or propose to enter may be required to absent himself or herself from the meeting while discussions and voting with respect to the matter are taking place. Directors will also be required to comply with certain other relevant provisions of the BCBCA regarding conflicts of interest. Directors’ power to determine the remuneration of directors. The remuneration of our directors, if any, may be determined by our directors subject to our articles. The remuneration may be in addition to any salary or other remuneration paid to any of our employees (including executive officers) who are also directors. Number of shares required to be owned by a director. Neither our articles nor the BCBCA provide that a director is required to hold any of our shares as a qualification for holding his or her office. Our board of directors has discretion to prescribe minimum share ownership requirements for directors. To align the economic interests of directors with those of our shareholders, directors are granted share-based compensation on an annual basis for their services and are further encouraged to purchase securities of the company. Moreover, the company has adopted director share ownership guidelines for non-executive directors, which are set at two times (2x) each director’s annual retainer, such ownership requirement to be progressively achieved over a period of five years from each director’s appointment to the board of directors. The director share ownership requirement can be satisfied through the ownership of shares directly owned, vested in-the-money stock options and restricted share units. Issuance of Additional Multiple Voting Shares The rules of the TSX generally prohibit us from issuing additional multiple voting shares, however there may be certain circumstances where additional multiple voting shares may be issued, including upon receiving shareholder approval. Notably, approval is not required in connection with a subdivision or consolidation on a pro rata basis as between the subordinate voting shares and the multiple voting shares. Subdivision or Consolidation No subdivision or consolidation of the subordinate voting shares or the multiple voting shares may be carried out unless, at the same time, the multiple voting shares or the subordinate voting -110- shares, as the case may be, are subdivided or consolidated in the same manner and on the same basis. Certain Amendments and Change of Control In addition to any other voting right or power to which the holders of subordinate voting shares shall be entitled by law or regulation or other provisions of our articles from time to time in effect, but subject to the provisions of our articles, holders of subordinate voting shares shall be entitled to vote separately as a class, in addition to any other vote of our shareholders that may be required, in respect of any alteration, repeal or amendment of our articles which would adversely affect the rights or special rights of the holders of subordinate voting shares or affect the holders of subordinate voting shares and multiple voting shares differently, on a per share basis, including an amendment to our articles that provides that any multiple voting shares sold or transferred to a Person that is not a Permitted Holder shall be automatically converted into subordinate voting shares. Pursuant to our articles, holders of subordinate voting shares and multiple voting shares will be treated equally and identically, on a per share basis, in certain change of control transactions that require approval of our shareholders under the BCBCA, unless different treatment of the shares of each such class is approved by a majority of the votes cast by the holders of our subordinate voting shares and multiple voting shares, each voting separately as a class. Our articles do not otherwise contain any change of control limitations with respect to a merger, acquisition or corporate restructuring that involves us. Shareholder Meetings Subject to applicable stock exchange requirements, we must hold a general meeting of our shareholders at least once every calendar year at a time and place determined by our board of directors, provided that the meeting must not be held later than 15 months after the preceding annual general meeting. A meeting of our shareholders may be held anywhere in or outside British Columbia. A notice to convene a meeting, specifying the date, time and location of the meeting, and, where a meeting is to consider special business, the general nature of the special business must be sent to each shareholder entitled to attend the meeting and to each director not less than 21 days and no more than 60 days prior to the meeting, although, as a result of applicable securities laws, the minimum time for notice is effectively longer in most circumstances. Under the BCBCA, shareholders entitled to notice of a meeting may waive or reduce the period of notice for that meeting, provided applicable securities laws are met. The accidental omission to send notice of any meeting of shareholders to, or the non-receipt of any notice by, any person entitled to notice does not invalidate any proceedings at that meeting. A quorum for meetings of shareholders is present if shareholders who, in the aggregate, hold at least 25% of the issued shares plus at least a majority of multiple voting shares entitled to be voted at the meeting are present in person or represented by proxy. If a quorum is not present within one-half hour from the time set for the holding of any meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place, unless the meeting was requisitioned by shareholders, in which case the meeting is dissolved. Holders of our subordinate voting shares and multiple voting shares are entitled to attend and vote at meetings of our shareholders except meetings at which only holders of a particular class are entitled to vote. Except as otherwise provided with respect to any particular series of -111- preferred shares, and except as otherwise required by law, the holders of our preferred shares are not entitled as a class to receive notice of, or to attend or vote at any meetings of our shareholders. Our directors, our officers, our auditor and any other persons invited by our chairman or directors or with the consent of those at the meeting are entitled to attend any meeting of our shareholders but will not be counted in the quorum or be entitled to vote at the meeting unless he or she is a shareholder or proxyholder entitled to vote at the meeting. Shareholder Proposals and Advance Notice Procedures Under the BCBCA, qualified shareholders holding shares that constitute (i) at least one percent (1%) of our issued voting shares or (ii) have a fair market value in excess of C$2,000 may make proposals for matters to be considered at the annual general meeting of shareholders. Such proposals must be sent to us in advance of any proposed meeting by delivering a timely written notice in proper form to our registered office in accordance with the requirements of the BCBCA. The notice must include information on the business the shareholder intends to bring before the meeting. To be a qualified shareholder, a shareholder must currently be and have been a registered or beneficial owner of at least one share of the company for at least two years before the date of signing the proposal. We have included certain advance notice provisions with respect to the election of our directors in our articles (the “Advance Notice Provisions”). The Advance Notice Provisions are intended to: (i) facilitate orderly and efficient annual general meetings or, where the need arises, special meetings; (ii) ensure that all shareholders receive adequate notice of board nominations and sufficient information with respect to all nominees; and (iii) allow shareholders to register an informed vote. Only persons who are nominated in accordance with the Advance Notice Provisions will be eligible for election as directors at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors. Under the Advance Notice Provisions, a shareholder wishing to nominate a director would be required to provide us notice, in the prescribed form, within the prescribed time periods. These time periods include, (i) in the case of an annual meeting of shareholders (including annual and special meetings), not less than 30 days prior to the date of the annual meeting of shareholders; provided, that if the first public announcement of the date of the annual meeting of shareholders (the “Notice Date”) is less than 50 days before the meeting date, not later than the close of business on the 10 day following the Notice Date; and (ii) in the case of a special meeting (which is not also an annual meeting) of shareholders called for any purpose which includes electing directors, not later than the close of business on the 15 day following the Notice Date, provided that, in either instance, if notice-and-access (as defined in National Instrument 54-101-Communication with Beneficial Owners of Securities of a Reporting Issuer) is used for delivery of proxy related materials in respect of a meeting described above, and the Notice Date in respect of the meeting is not less than 50 days prior to the date of the applicable meeting, the notice must be received not later than the close of business on the 40 day before the applicable meeting. th th th These provisions could have the effect of delaying until the next shareholder meeting the nomination of certain persons for director that are favored by the holders of a majority of our outstanding voting securities. -112- Take-Over Bid Protection Under applicable securities laws in Canada, an offer to purchase multiple voting shares would not necessarily require that an offer be made to purchase subordinate voting shares. In accordance with the rules of the TSX designed to ensure that, in the event of a take-over bid, the holders of subordinate voting shares will be entitled to participate on an equal footing with holders of multiple voting shares, the holders of multiple voting shares have entered into a customary coattail agreement with us and a trustee (the “Coattail Agreement”). The Coattail Agreement contains provisions customary for dual-class, TSX-listed corporations designed to prevent transactions that otherwise would deprive the holders of subordinate voting shares of rights under applicable securities laws in Canada to which they would have been entitled if the multiple voting shares had been subordinate voting shares. The undertakings in the Coattail Agreement do not apply to prevent a sale by the holders of multiple voting shares (including applicable transferees from time to time) if concurrently an offer is made to purchase subordinate voting shares that: (a) offers a price per subordinate voting share at least as high as the highest price per share to be paid pursuant to the take- over bid for the multiple voting shares; (b) provides that the percentage of outstanding subordinate voting shares to be taken up (exclusive of shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with the offeror) is at least as high as the percentage of multiple voting shares to be sold (exclusive of multiple voting shares owned immediately prior to the offer by the offeror and persons acting jointly or in concert with the offeror); (c) has no condition attached other than the right not to take up and pay for subordinate voting shares tendered if no shares are purchased pursuant to the offer for multiple voting shares; and (d) is in all other material respects identical to the offer for multiple voting shares. In addition, the Coattail Agreement does not prevent the transfer of multiple voting shares to Permitted Holders, provided such transfer is not or would not have been subject to the requirements to make a take-over bid (if the vendor or transferee were in Canada) or constitutes or would be exempt from certain requirements applicable to take-over bids under applicable securities laws in Canada. The conversion of multiple voting shares into subordinate voting shares, whether or not such subordinate voting shares are subsequently sold, would not constitute a disposition of multiple voting shares for the purposes of the Coattail Agreement. Under the Coattail Agreement, any sale of multiple voting shares by a holder of multiple voting shares party to the Coattail Agreement is conditional upon the transferee becoming a party to the Coattail Agreement, to the extent such transferred multiple voting shares are not automatically converted into subordinate voting shares in accordance with our articles. The Coattail Agreement contains provisions for authorizing action by the trustee to enforce the rights under the Coattail Agreement on behalf of the holders of the subordinate voting shares. The obligation of the trustee to take such action is conditional on us or holders of the subordinate voting shares providing such funds and indemnity as the trustee may reasonably require. No holder of subordinate voting shares will have the right, other than through the trustee, to institute any action or proceeding or to exercise any other remedy to enforce any rights arising under the Coattail Agreement unless the trustee fails to act on a request authorized by holders of not less than 10% of the outstanding subordinate voting shares and reasonable funds and indemnity have been provided to the trustee. -113- Other than in respect of non-material amendments and waivers that do not adversely affect the interests of holders of subordinate voting shares, the Coattail Agreement provides that, among other things, it may not be amended, and no provision thereof may be waived, unless, prior to giving effect to such amendment or waiver, the following have been obtained: (a) the consent of the TSX and any other applicable securities regulatory authority in Canada; and (b) the approval of at least two-thirds of the votes cast by holders of subordinate voting shares represented at a meeting duly called for the purpose of considering such amendment or waiver, excluding votes attached to subordinate voting shares held by the holders of multiple voting shares or their affiliates and related parties and any persons who have an agreement to purchase multiple voting shares on terms which would constitute a sale or disposition for purposes of the Coattail Agreement, other than as permitted thereby. No provision of the Coattail Agreement limits the rights of any holders of subordinate voting shares under applicable law. Forum Selection We have included a forum selection provision in our articles that provides that, unless we consent in writing to the selection of an alternative forum, the Superior Court of Justice of the Province of Ontario, Canada and the appellate courts therefrom, will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf; (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, or other employees to us; (iii) any action or proceeding asserting a claim arising pursuant to any provision of the BCBCA or our articles; or (iv) any action or proceeding asserting a claim otherwise related to the relationships among us, our affiliates and their respective shareholders, directors and/or officers, but excluding claims related to our business or such affiliates. The forum selection provision also provides that our securityholders are deemed to have consented to personal jurisdiction of the provincial and federal courts located in the Province of Ontario and to service of process on their counsel in any foreign action initiated in violation of the foregoing provisions. Limitation of Liability and Indemnification Under the BCBCA, a company may indemnify: (i) a current or former director or officer of that company; (ii) a current or former director or officer of another corporation if, at the time such individual held such office, the corporation was an affiliate of the company, or if such individual held such office at the company’s request; or (iii) an individual who, at the request of the company, held, or holds, an equivalent position in another entity (an “indemnifiable person”) against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal, administrative or other legal proceeding or investigative action (whether current, threatened, pending or completed) in which he or she is involved because of that person’s position as an indemnifiable person, unless: (i) the individual did not act honestly and in good faith with a view to the best interests of such company or the other entity, as the case may be; or (ii) in the case of a proceeding other than a civil proceeding, the individual did not have reasonable grounds for believing that the individual’s conduct was lawful. A company cannot indemnify an indemnifiable person if it is prohibited from doing so under its articles or by applicable law. A company may pay, as they are incurred in advance of the final disposition of an eligible proceeding, the expenses actually and reasonably incurred by an indemnifiable person in respect of that proceeding only if the indemnifiable person has provided an undertaking that, if it is ultimately determined that the payment of expenses was prohibited, the indemnifiable person will repay -114- any amounts advanced. Subject to the aforementioned prohibitions on indemnification, a company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by an indemnifiable person in respect of such eligible proceeding if such indemnifiable person has not been reimbursed for such expenses, and was wholly successful, on the merits or otherwise, in the outcome of such eligible proceeding or was substantially successful on the merits in the outcome of such eligible proceeding. On application from an indemnifiable person or the company, a court may make any order the court considers appropriate in respect of an eligible proceeding, including the indemnification of penalties imposed or expenses incurred in any such proceedings and the enforcement of an indemnification agreement. As permitted by the BCBCA, our articles require us to indemnify our directors, officers, former directors or officers (and such individual’s respective heirs and legal representatives) and permit us to indemnify any person to the extent permitted by the BCBCA. C. Material Contracts The following is a summary of each material contract, other than material contracts entered into in the ordinary course of business, to which we are a party, for the two years immediately preceding the date of this Annual Report: Employment Agreements See Item 6.B. — “Directors, Senior Management and Employees” — “Compensation” — “Employment Agreements and Arrangements with Directors and Related Parties”. Revolving Facility Credit Agreement On June 3, 2016, Canada Goose Holdings Inc. and its wholly-owned subsidiaries, Canada Goose Inc. and Canada Goose International AG, entered into a senior secured asset-based revolving facility (the “Revolving Facility”), with Canadian Imperial Bank of Commerce, as administrative agent, and certain financial institutions as lenders. A copy of the Revolving Facility Credit Agreement is included as Exhibit 10.3 to the company’s Registration Statement on Form F-1, as amended (File No. 333- 216078), filed with the SEC on February 15, 2017, and is incorporated by reference herein. As amended through the date hereof, the amended revolving facility consists of the existing revolving facility with a reduced commitment in the amount of $417.5m with a seasonal increase of up to $467.5m during the peak season (being June 1 through November 30), and a first-in, last-out (“FILO”) revolving facility in the amount of $50.0m. Borrowings under the existing Revolving Facility were transferred to the FILO Revolving Facility on the transaction date and future amounts will be drawn in priority of the FILO Revolving Facility. Amounts drawn on the FILO revolving facility are subject to an interest rate charge that is 2.00% higher than the existing revolving facility. The FILO revolving facility matured on May 25, 2021 and upon maturity, the credit commitments on the existing revolving facility were restored. -115- Term Loan Credit Agreement On December 2, 2016, Canada Goose Holdings Inc. and Canada Goose Inc. entered into a senior secured term loan facility (the “Term Loan Facility”), with Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and certain financial institutions as lenders. A copy of the Term Loan Credit Agreement is included as Exhibit 10.4 to the company’s Registration Statement on Form F-1, as amended (File No. 333-216078), filed with the SEC on February 15, 2017, and is incorporated by reference herein. On August 15, 2017, the company entered into an amendment (the “2017 Term Loan Amendment”) to the Term Loan Facility. The 2017 Term Loan Amendment was executed in connection with the syndication of the outstanding term loans by the existing term loan lenders and, among other things: (i) added a provision whereby the company would be required to pay a 1% prepayment premium on any prepayment of the term loans made in connection with a “Repricing Transaction” (as defined in the 2017 Term Loan Amendment) or in connection with an amendment that constitutes a Repricing Transaction, in each case, within six months from August 15, 2017 and (ii) reset the “most-favored nation” protection in favor of the term loan lenders in the incremental facilities provisions of the Term Loan Facility, whereby if the company were to issue additional term loans under such incremental facilities provisions within 18 months from August 15, 2017 and the all-in yield on such additional term loans were to exceed the all-in-yield on the existing term loans by more than 50 basis points, the all-in-yield on such existing term loans would be increased so that the all-in-yield of the additional term loans does not exceed the all-in-yield on the existing term loans by more than 50 basis points. As further amended through the date hereof, the maturity date for the Term Loan Facility is October 7, 2027. On April 9, 2021, the company entered into an amendment (the “2021 Term Loan Amendment) to the Term Loan Facility. The term loans issued in connection with the 2021 Term Loan Amendment (the “2021 Refinancing Term Loans”) were used, in part, to refinance in full all of the existing term loans outstanding under the Term Loan Facility. The interest rates for the 2021 Refinancing Term Loans are LIBOR plus an applicable margin of 3.50%, payable quarterly in arrears. Indemnification Agreements We have entered into indemnification agreements with our directors and executive officers pursuant to which we have agreed to indemnify them against a number of liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or executive officer of the company. A copy of the Form of Indemnification Agreement is included as Exhibit 10.28 to the company’s Registration Statement on Form F-1, as amended (File No. 333-216078), filed with the SEC on February 15, 2017, and is incorporated by reference herein. D. Exchange Controls We are not aware of any governmental laws, decrees, regulations or other legislation in Canada that restrict the export or import of capital, including the availability of cash and cash equivalents for use by our affiliated companies, or that affect the remittance of dividends, interest or other payments to non-resident holders of our securities. Any remittances of dividends to residents of the United States and to other non-resident holders are, however, subject to withholding tax. See Item 10.E. - “Taxation”. -116- E. Taxation Subject to the limitations and qualifications stated herein, this discussion sets forth certain material U.S. federal income tax considerations relating to the ownership and disposition by U.S. Holders (as defined below) of the subordinate voting shares. The discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, existing and proposed regulations thereunder, published rulings and court decisions, all as currently in effect and all subject to change at any time, possibly with retroactive effect. This summary applies only to U.S. Holders and does not address tax consequences to a non-U.S. Holder (as defined below) holding our subordinate voting shares. This discussion of a U.S. Holder’s tax consequences addresses only those persons that hold our subordinate voting shares as capital assets and does not address the tax consequences to any special class of holders, including without limitation, holders (directly, indirectly or constructively) of 10% or more of our equity (based on voting power or value), dealers in securities or currencies, banks, tax-exempt organizations, insurance companies, financial institutions, broker-dealers, regulated investment companies, real estate investment trusts, traders in securities that elect the mark-to-market method of accounting for their securities holdings, persons that hold securities that are a hedge or that are hedged against currency or interest rate risks or that are part of a straddle, conversion or “integrated” transaction, U.S. expatriates, partnerships or other pass-through entities for U.S. federal income tax purposes and U.S. Holders whose functional currency for U.S. federal income tax purposes is not the U.S. dollar. This discussion does not address the effect of the U.S. federal alternative minimum tax, U.S. federal estate and gift tax, the 3.8% Medicare contribution tax on net investment income or any state, local or non-U.S. tax laws on a holder of subordinate voting shares. For purposes of this discussion, a “U.S. Holder” is a beneficial owner of subordinate voting shares that is for U.S. federal income tax purposes: (a) an individual who is a citizen or resident of the United States; (b) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; (c) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (d) a trust (i) if a court within the United States can exercise primary supervision over its administration, and one or more U.S. persons have the authority to control all of the substantial decisions of that trust, or (ii) that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person. The term “non-U.S. Holder” means any beneficial owner of our subordinate voting shares that is not a U.S. Holder, a partnership (or an entity or arrangement that is treated as a partnership or other pass-through entity for U.S. federal income tax purposes) or a person holding our subordinate voting shares through such an entity or arrangement. If a partnership or an entity or arrangement that is treated as a partnership for U.S. federal income tax purposes holds our subordinate voting shares, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. Partners in partnerships that hold our subordinate voting shares should consult their own tax advisors. -117- You are urged to consult your own independent tax advisor regarding the specific U.S. federal, state, local and non- U.S. income and other tax considerations relating to the ownership and disposition of our subordinate voting shares. Cash Dividends and Other Distributions As described in Item 8.A.8 above, we currently intend to retain any future earnings to fund business development and growth, and we do not expect to pay any dividends in the foreseeable future. However, to the extent there are any distributions made with respect to our subordinate voting shares, subject to the passive foreign investment company, or “PFIC,” rules discussed below, a U.S. Holder generally will be required to treat distributions received with respect to its subordinate voting shares (including the amount of Canadian taxes withheld, if any) as dividend income to the extent of our current or accumulated earnings and profits (computed using U.S. federal income tax principles), with the excess treated as a non-taxable return of capital to the extent of the holder’s adjusted tax basis in its subordinate voting shares and, thereafter, as capital gain recognized on a sale or exchange of such subordinate voting shares. There can be no assurance that we will maintain calculations of our earnings and profits in accordance with U.S. federal income tax accounting principles. U.S. Holders should therefore assume that any distribution with respect to our subordinate voting shares will constitute ordinary dividend income. Dividends paid on the subordinate voting shares will not be eligible for the dividends received deduction allowed to U.S. corporations. Dividends paid to a non-corporate U.S. Holder by a “qualified foreign corporation” may be subject to reduced rates of taxation if certain holding period and other requirements are met. A qualified foreign corporation generally includes a foreign corporation (other than a PFIC) if (i) its shares are readily tradable on an established securities market in the United States or (ii) it is eligible for benefits under a comprehensive U.S. income tax treaty that includes an exchange of information program and which the U.S. Treasury Department has determined is satisfactory for these purposes. U.S. Holders should consult their own tax advisors regarding the availability of the reduced tax rate on dividends in light of their particular circumstances. Non-corporate U.S. Holders will not be eligible for reduced rates of taxation on any dividends received from us if we are a PFIC in the taxable year in which such dividends are paid or in the preceding taxable year. Special rules may apply to any “extraordinary dividend,” which is generally a dividend paid by us in an amount that is equal to or in excess of ten percent of a U.S. Holder’s adjusted tax basis (or fair market value in certain circumstances) in a share of our subordinate voting shares. If we pay an “extraordinary dividend’ on our subordinate voting shares that is treated as “qualified dividend income,” then any loss derived by a non-corporate U.S. Holder from the sale or exchange of such subordinate voting shares will be treated as long-term capital loss to the extent of such dividend. Distributions paid in a currency other than U.S. dollars will be included in a U.S. Holder’s gross income in a U.S. dollar amount based on the spot exchange rate in effect on the date of actual or constructive receipt, whether or not the payment is converted into U.S. dollars at that time. The U.S. Holder will have a tax basis in such currency equal to such U.S. dollar amount, and any gain or loss recognized upon a subsequent sale or conversion of the foreign currency for a different U.S. dollar amount will be U.S. source ordinary income or loss. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder generally should not be required to recognize foreign currency gain or loss in respect of the dividend income. -118- A U.S. Holder who pays (whether directly or through withholding) Canadian taxes with respect to dividends paid on our subordinate voting shares may be entitled to receive either a deduction or a foreign tax credit for such Canadian taxes paid. Complex limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S. Holder’s U.S. federal income tax liability that such U.S. Holder’s “foreign source” taxable income bears to such U.S. Holder’s worldwide taxable income. In applying this limitation, a U.S. Holder’s various items of income and deduction must be classified, under complex rules, as either “foreign source” or “U.S. source.” In addition, this limitation is calculated separately with respect to specific categories of income. Dividends paid by us generally will constitute “foreign source” income and generally will be categorized as “passive category income.” However, if 50% or more of our equity (based on voting power or value) is treated as held by U.S. persons, we will be treated as a “United States-owned foreign corporation,” in which case dividends may be treated for foreign tax credit limitation purposes as “foreign source” income to the extent attributable to our non-U.S. source earnings and profits and as “U.S. source” income to the extent attributable to our U.S. source earnings and profits. Because the foreign tax credit rules are complex, in the event we pay a dividend subject to Canadian dividend withholding tax, each U.S. Holder should consult its own tax advisor regarding the foreign tax credit rules. Sale or Disposition of Subordinate Voting Shares A U.S. Holder generally will recognize gain or loss on the taxable sale or exchange of its subordinate voting shares in an amount equal to the difference between the U.S. dollar amount realized on such sale or exchange (determined in the case of subordinate voting shares sold or exchanged for currencies other than U.S. dollars by reference to the spot exchange rate in effect on the date of the sale or exchange or, if the subordinate voting shares sold or exchanged are traded on an established securities market and the U.S. Holder is a cash basis taxpayer or an electing accrual basis taxpayer, the spot exchange rate in effect on the settlement date) and the U.S. Holder’s adjusted tax basis in the subordinate voting shares determined in U.S. dollars. The initial tax basis of the subordinate voting shares to a U.S. Holder will be the U.S. Holder’s U.S. dollar purchase price for the subordinate voting shares (determined by reference to the spot exchange rate in effect on the date of the purchase, or if the subordinate voting shares purchased are traded on an established securities market and the U.S. Holder is a cash basis taxpayer or an electing accrual basis taxpayer, the spot exchange rate in effect on the settlement date). Assuming we are not a PFIC and have not been treated as a PFIC during a U.S. Holder’s holding period for our subordinate voting shares, such gain or loss will be capital gain or loss and will be long-term gain or loss if the subordinate voting shares have been held for more than one year. Under current law, long-term capital gains of non-corporate U.S. Holders generally are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. Capital gain or loss, if any, recognized by a U.S. Holder generally will be treated as U.S. source income or loss for U.S. foreign tax credit purposes. U.S. Holders are encouraged to consult their own tax advisors regarding the availability of the U.S. foreign tax credit in their particular circumstances. -119- Passive Foreign Investment Company Considerations Status as a PFIC The rules governing PFICs can have adverse tax effects on U.S. Holders. We generally will be classified as a PFIC for U.S. federal income tax purposes if, for any taxable year, either: (1) 75% or more of our gross income consists of certain types of passive income, or (2) the average value (determined on a quarterly basis), of our assets that produce, or are held for the production of, passive income is 50% or more of the value of all of our assets. Passive income generally includes dividends, interest, rents and royalties (other than certain rents and royalties derived in the active conduct of a trade or business), annuities and gains from assets that produce passive income. If a non-U.S. corporation owns at least 25% by value of the stock of another corporation, the non-U.S. corporation is treated for purposes of the PFIC tests as owning its proportionate share of the assets of the other corporation and as receiving directly its proportionate share of the other corporation’s income. Additionally, if we are classified as a PFIC in any taxable year with respect to which a U.S. Holder owns subordinate voting shares, we generally would continue to be treated as a PFIC with respect to such U.S. Holder in all succeeding taxable years, regardless of whether we continue to meet the tests described above, unless the U.S. Holder makes the “deemed sale election” described below. We do not believe that we were currently a PFIC last year, and we do not anticipate becoming a PFIC in the foreseeable future. Notwithstanding the foregoing, the determination of whether we are a PFIC is made annually and depends on the particular facts and circumstances (such as the valuation of our assets, including goodwill and other intangible assets) and also may be affected by the application of the PFIC rules, which are subject to differing interpretations. No assurance can be provided that we are not currently a PFIC or that we will not become a PFIC in any future taxable year. U.S. Holders should consult their own tax advisors regarding our potential PFIC status. U.S. federal income tax treatment of a shareholder of a PFIC If we are classified as a PFIC for any taxable year during which a U.S. Holder owns subordinate voting shares, the U.S. Holder, absent certain elections (including the mark-to-market and QEF elections described below), generally will be subject to adverse rules (regardless of whether we continue to be classified as a PFIC) with respect to (i) any “excess distributions” (generally, any distributions received by the U.S. Holder on its subordinate voting shares in a taxable year that are greater than 125% of the average annual distributions received by the U.S. Holder in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for its subordinate voting shares) and (ii) any gain realized on the sale or other disposition, including a pledge, of its subordinate voting shares. Under these adverse rules (a) the excess distribution or gain will be allocated ratably over the U.S. Holder’s holding period, (b) the amount allocated to the current taxable year and any taxable year prior to the first taxable year in which we are classified as a PFIC will be taxed as ordinary income and (c) the amount allocated to each other taxable year during the U.S. Holder’s holding period in which we were classified as a PFIC (i) will be subject to tax at the highest rate of tax in effect for the applicable category of taxpayer for that year and (ii) will be subject to an interest charge at a statutory rate with respect to the resulting tax attributable to each such other taxable year. In addition, if a U.S. Holder dies while owning the subordinate -120- voting shares, the U.S. Holder’s successor would be ineligible to receive a step-up in the tax basis of such shares. If we are classified as a PFIC, a U.S. Holder will generally be treated as owning a proportionate amount (by value) of stock or shares owned by us in any direct or indirect subsidiaries that are also PFICs and will be subject to similar adverse rules with respect to any distributions we receive from, and dispositions we make of, the stock or shares of such subsidiaries. You are urged to consult your tax advisors about the application of the PFIC rules to any of our subsidiaries. If we are classified as a PFIC and then cease to be so classified, a U.S. Holder may make an election (a “deemed sale election”) to be treated for U.S. federal income tax purposes as having sold such U.S. Holder’s subordinate voting shares on the last day our taxable year during which we were a PFIC. A U.S. Holder that makes a deemed sale election would then cease to be treated as owning stock in a PFIC by reason of ownership of our subordinate voting shares. However, gain recognized as a result of making the deemed sale election would be subject to the adverse rules described above and loss would not be recognized. PFIC “mark-to-market” election In certain circumstances, a U.S. Holder can avoid certain of the adverse rules described above by making a mark-to-market election with respect to its subordinate voting shares, provided that the subordinate voting shares are “marketable.” Subordinate voting shares will be marketable if they are “regularly traded” on a “qualified exchange” or other market within the meaning of applicable U.S. Treasury Regulations. The NYSE is a “qualified exchange.” U.S. Holders should consult their own tax advisors with respect to such rules. A U.S. Holder that makes a mark-to-market election must include in gross income, as ordinary income, for each taxable year that we are a PFIC an amount equal to the excess, if any, of the fair market value of the U.S. Holder’s subordinate voting shares at the close of the taxable year over the U.S. Holder’s adjusted tax basis in its subordinate voting shares. An electing U.S. Holder may also claim an ordinary loss deduction for the excess, if any, of the U.S. Holder’s adjusted tax basis in its subordinate voting shares over the fair market value of its subordinate voting shares at the close of the taxable year, but this deduction is allowable only to the extent of any net mark-to-market gains previously included in income. A U.S. Holder that makes a mark-to- market election generally will adjust such U.S. Holder’s tax basis in its subordinate voting shares to reflect the amount included in gross income or allowed as a deduction because of such mark-to-market election. Gains from an actual sale or other disposition of subordinate voting shares in a year in which we are a PFIC will be treated as ordinary income, and any losses incurred on a sale or other disposition of subordinate voting shares will be treated as ordinary losses to the extent of any net mark-to-market gains previously included in income. If we are classified as a PFIC for any taxable year in which a U.S. Holder owns subordinate voting shares but before a mark-to- market election is made, the adverse PFIC rules described above will apply to any mark-to market gain recognized in the year the election is made. Otherwise, a mark-to-market election will be effective for the taxable year for which the election is made and all subsequent taxable years. The election cannot be revoked without the consent of the Internal Revenue Service (“IRS”) unless the subordinate voting shares cease to be marketable, in which case the election is automatically terminated. A mark-to-market election is not permitted for the shares of any of our subsidiaries that are also classified as PFICs. Prospective investors should consult their own tax advisors regarding the availability of, and the procedure for making, a mark-to-market election. -121- PFIC “QEF” election In some cases, a shareholder of a PFIC can avoid the interest charge and the other adverse PFIC consequences described above by obtaining certain information from such PFIC and by making a QEF election to be taxed currently on its share of the PFIC’s undistributed income. We do not, however, expect to provide the information regarding our income that would be necessary in order for a U.S. Holder to make a QEF election with respect to subordinate voting shares if we are classified as a PFIC. PFIC information reporting requirements If we are a PFIC in any year, a U.S. Holder of subordinate voting shares in such year will be required to file an annual information return on IRS Form 8621 regarding distributions received on such subordinate voting shares and any gain realized on disposition of such subordinate voting shares. In addition, if we are a PFIC, a U.S. Holder will generally be required to file an annual information return with the IRS (also on IRS Form 8621, which PFIC shareholders are required to file with their U.S. federal income tax or information return) relating to their ownership of subordinate voting shares. NO ASSURANCE CAN BE GIVEN THAT WE ARE NOT CURRENTLY A PFIC OR THAT WE WILL NOT BECOME A PFIC IN THE FUTURE. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE OPERATION OF THE PFIC RULES AND RELATED REPORTING REQUIREMENTS IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, INCLUDING THE ADVISABILITY OF MAKING ANY ELECTION THAT MAY BE AVAILABLE. Reporting Requirements and Backup Withholding Information reporting to the U.S. Internal Revenue Service generally will be required with respect to payments on the subordinate voting shares and proceeds of the sale, exchange or redemption of the subordinate voting shares paid within the United States or through certain U.S.-related financial intermediaries to holders that are U.S. taxpayers, other than exempt recipients. A “backup” withholding tax may apply to those payments if such holder fails to provide a taxpayer identification number to the paying agent or fails to certify that no loss of exemption from backup withholding has occurred (or if such holder otherwise fails to establish an exemption). We or the applicable paying agent will withhold on a distribution if required by applicable law. The amounts withheld under the backup withholding rules are not an additional tax and may be refunded, or credited against the holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS. Canadian Tax Implications for Non-Canadian Holders The following is a general summary, as of the date hereof, of the principal Canadian federal income tax considerations under the Income Tax Act (Canada) and the regulations thereunder (collectively, the “Tax Act”) generally applicable to the holding and disposition of subordinate voting shares by a beneficial owner. This summary only applies to such a holder who, for the purposes of the Tax Act and at all relevant times: (1) is not, and is not deemed to be, resident in Canada for purposes of any applicable income tax treaty or convention; (2) deals at arm’s length with us; (3) is not affiliated with us; (4) does not use or hold, and is not deemed to use or hold, subordinate voting shares in a business carried on in Canada; (5) has not entered into, with respect to the subordinate voting shares, a “derivative forward agreement” as that term is defined in the Tax Act and (6) holds the subordinate voting shares as capital property (a “Non- -122- Canadian Holder”). Special rules, which are not discussed in this summary, may apply to a Non-Canadian Holder that is an insurer carrying on an insurance business in Canada and elsewhere or that is an “authorized foreign bank” as that term is defined in the Tax Act. This summary is based on the current provisions of the Tax Act, and an understanding of the current administrative policies of the Canada Revenue Agency (“CRA”) published in writing prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act and the Canada-United States Tax Convention (1980), as amended (the “Canada-U.S. Tax Treaty”) publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Proposed Amendments”) and assumes that all Proposed Amendments will be enacted in the form proposed. However, no assurances can be given that the Proposed Amendments will be enacted as proposed, or at all. This summary does not otherwise take into account or anticipate any changes in law or administrative policy or assessing practice whether by legislative, regulatory, administrative or judicial action nor does it take into account tax legislation or considerations of any province, territory or foreign jurisdiction, which may differ from those discussed herein. This summary is of a general nature only and is not, and is not intended to be, legal or tax advice to any particular shareholder. This summary is not exhaustive of all Canadian federal income tax considerations. Accordingly, you should consult your own tax advisor with respect to your particular circumstances. Generally, for purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of the subordinate voting shares must be converted into Canadian dollars based on the exchange rates as determined in accordance with the Tax Act. The amount of any dividends required to be included in the income of, and capital gains or capital losses realized by, a Non-Canadian Holder may be affected by fluctuations in the Canadian exchange rate. Dividends Dividends paid or credited on the subordinate voting shares or deemed to be paid or credited on the subordinate voting shares to a Non-Canadian Holder will be subject to Canadian withholding tax at the rate of 25%, subject to any reduction in the rate of withholding to which the Non-Canadian Holder is entitled under any applicable income tax convention between Canada and the country in which the Non-Canadian Holder is resident. For example, under the Canada-U.S. Tax Treaty, where dividends on the subordinate voting shares are considered to be paid to or derived by a Non-Canadian Holder that is a beneficial owner of the dividends and is a U.S. resident for the purposes of, and is entitled to benefits of, the Canada-U.S. Tax Treaty, the applicable rate of Canadian withholding tax is generally reduced to 15%. A disposition of subordinate voting shares to us may in certain circumstances result in a deemed dividend. Dispositions A Non-Canadian Holder will not be subject to tax under the Tax Act on any capital gain realized on a disposition or deemed disposition of a subordinate voting share, unless, at the time of disposition, the subordinate voting shares are “taxable Canadian property” to the Non-Canadian Holder for purposes of the Tax Act and the Non-Canadian Holder is not entitled to relief under an applicable income tax convention between Canada and the country in which the Non-Canadian Holder is resident. Generally, the subordinate voting shares will not constitute “taxable Canadian property” to a Non-Canadian Holder at a particular time provided that the subordinate voting shares are listed at that time on a “designated stock exchange” (as defined in the Tax Act), which includes the -123- NYSE and the TSX, unless at any particular time during the 60-month period that ends at that time (i) one or any combination of (a) the Non- Canadian Holder, (b) persons with whom the Non-Canadian Holder does not deal at arm’s length, and (c) partnerships in which the Non-Canadian Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships, has owned 25% or more of the issued shares of any class or series of our capital stock, and (ii) more than 50% of the fair market value of the subordinate voting shares was derived, directly or indirectly, from one or any combination of : (i) real or immoveable property situated in Canada, (ii) “Canadian resource properties” (as defined in the Tax Act), (iii) “timber resource properties” (as defined in the Tax Act) and (iv) options in respect of, or interests in, or for civil law rights in, property in any of the foregoing whether or not the property exists. Notwithstanding the foregoing, in certain circumstances set out in the Tax Act, subordinate voting shares could be deemed to be “taxable Canadian property.” Non- Canadian Holders whose subordinate voting shares may constitute “taxable Canadian property” should consult their own tax advisors. THE ABOVE DISCUSSION DOES NOT COVER ALL TAX MATTERS THAT MAY BE OF IMPORTANCE TO A PARTICULAR INVESTOR. YOU ARE STRONGLY URGED TO CONSULT YOUR OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES TO YOU OF AN INVESTMENT IN THE SUBORDINATE VOTING SHARES. F. Dividends and Payment Agents Not applicable. G. Statement by Experts Not applicable. H. Documents on Display You may request a copy of this Annual Report and the related exhibits, and any other report, at no cost, by writing to us at 250 Bowie Ave, Toronto, Ontario, Canada, M6E 4Y2 or calling us at (416) 780-9850. Copies of our financial statements and other continuous disclosure documents required under applicable securities legislation are available for viewing on SEDAR at www.sedar.com. All of the documents referred to are in English. We are subject to the informational requirements of the Exchange Act and are required to file reports and other information with the SEC. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system. We also make available on our website’s investor relations page, free of charge, our Annual Report and the text of our reports on Form 6-K, including any amendments to these reports, as well as certain other SEC filings, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. The information contained on our website is not incorporated by reference in this Annual Report. I. Subsidiary Information Not applicable. -124- ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Please see Item 5.F — “Operating and Financial Review and Prospects” — “Quantitative and Qualitative Disclosures About Market Risk”. ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES Not applicable. -125- ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES None. PART II ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS A. – D. Material Modifications to the Rights of Security Holders None. E. Use of Proceeds None. ITEM 15. CONTROLS AND PROCEDURES A. – D. See Item 5. - “Operating and Financial Review and Prospects” - “Management’s Discussion and Analysis of Financial Condition and Results of Operations” - “Disclosure Controls and Procedures”, and “Management’s Annual Report on Internal Control over Financial Reporting”. ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT Our audit committee is comprised of Messrs. Stephen Gunn, John Davison and Jean-Marc Huët, with Mr. Davison serving as chairman of the committee. Messrs. Gunn, Davison and Huët each meet the independence requirements under the rules of the New York Stock Exchange and under Rule 10A-3 under the Exchange Act. We have determined that Mr. Davison is an “audit committee financial expert” within the meaning of Item 407 of Regulation S-K. For information relating to qualifications and experience of each audit committee member, see Item 6 - “Directors, Senior Management and Employees”. ITEM 16B. CODE OF ETHICS Our board of directors has adopted a code of ethics applicable our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. This code is intended to qualify as a “code of ethics” within is available on our website at https://investor.canadagoose.com/corporate-governance/governance-overview. Information contained on, or that can be accessed through, our website is not incorporated by reference into this Annual Report. the SEC. Our code of ethics the applicable rules of the meaning of ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES Principal Accountant Fees and Services The following table summarizes the fees charged by Deloitte LLP (PCAOB ID No. 1208) for certain services rendered to our company during fiscal 2022 and fiscal 2021. -126- (1) CAD $ millions Audit fees Audit-related fees (3) Tax fees All other fees Total (4) (2) April 3, 2022 3.8 0.2 2.3 0.2 6.5 For the year ended March 28, 2021 3.9 0.2 2.0 — 6.1 (1) (2) (3) (4) “Audit fees” means the aggregate fees billed in each of the fiscal years for professional services rendered by Deloitte LLP for the audit of our annual financial statements and review of our interim financial statements. “Audit-related fees” includes assurance and related services reasonably related to the financial statement audit and not included in audit services. “Tax fees” means the aggregate fees billed in each of the fiscal years for professional services rendered by Deloitte LLP for tax compliance and tax advice. “All other fees” includes the aggregate fees billed in each of the fiscal years for non-audit services rendered which were not listed above. Audit Committee Pre-Approval Policies and Procedures Our audit committee reviews and pre-approves the scope and the cost of audit services related to us and permissible non-audit services performed by the independent auditors, other than those for de minimis services which are approved by the audit committee prior to the completion of the audit. All of the services related to our company provided by Deloitte LLP listed above have been pre-approved by the audit committee. ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES Not applicable. ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS Not applicable. ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT Not applicable. -127- ITEM 16G. CORPORATE GOVERNANCE The listing rules of the NYSE (the “NYSE Listing Rules”), include certain accommodations in the corporate governance requirements that allow foreign private issuers, such as us, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance standards of the NYSE. The application of such exceptions requires that we disclose any significant ways that our corporate governance practices differ from the NYSE Listing Rules that we do not follow. We are currently a “controlled company” as defined in the NYSE Listing Rules. Upon ceasing to be a “controlled company”, as a foreign private issuer, we intend to continue to follow Canadian corporate governance practices and TSX rules in lieu of the corporate governance requirements of the NYSE in respect of the following: • • • • • the requirement under Section 303A.01 of the NYSE Listing Rules that a majority of the board be comprised of independent directors; the requirement under Section 303A.04 of the NYSE Listing Rules that director nominees be selected or recommended for selection by a nominations committee comprised solely of independent directors and to post the charter for that committee on our investor website; the requirement under Section 303A.05 of the NYSE Listing Rules to have a compensation committee that is comprised solely of independent directors and to post the charter for that committee on our investor website; the requirement under Section 303A.08 of the NYSE Listing Rules that shareholders be given the opportunity to vote on all equity-compensation plans and material revisions thereto; and the requirement under Section 303A.09 of the NYSE Listing Rules to have a set of corporate governance guidelines and to disclose such guidelines on our investor website. The NYSE Listing Rules generally require that a listed company’s articles provide for a quorum for any meeting of the holders of the company’s voting shares that is sufficiently high to ensure a representative vote. Pursuant to the NYSE Listing Rules, the company, as a foreign private issuer, has elected to comply with practices that are permitted under Canadian securities laws in lieu of the provisions of NYSE. The company’s articles provide that a quorum of shareholders shall be shareholders present in person or represented by proxy who, together, hold not less than 25% of the issued shares plus at least a majority of multiple voting shares entitled to be voted at the meeting. We may in the future decide to use other foreign private issuer exemptions with respect to some of the other NYSE Listing Rules. Following the company’s home country governance practices, as opposed to the requirements that would otherwise apply to a company listed on the NYSE, may provide less protection than is accorded to investors under the NYSE Listing Rules applicable to U.S. domestic issuers. ITEM 16H. MINE SAFETY DISCLOSURE Not applicable. -128- ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. -129- PART III ITEM 17. FINANCIAL STATEMENTS. See Item 18. — “Financial Statements”. ITEM 18. FINANCIAL STATEMENTS. Our Annual Financial Statements are included at the end of this Annual Report. -130- ITEM 19. EXHIBITS EXHIBIT INDEX 1.1 2.1 2.2 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 Articles of Canada Goose Holdings Inc. (incorporated by reference to Exhibit 1.1 to our Annual Report on Form 20-F (file no. 001-38027) filed with the SEC on June 6, 2017) Form of Share Certificate for Subordinate Voting Shares (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form F-1 (file no. 333-216078) filed with the SEC on March 1, 2017) Description of Securities (incorporated by reference to Exhibit 2.2 to our Annual Report on Form 20-F (file no. 001-38027) filed with the SEC on May 13, 2021) Investor Rights Agreement by and among Canada Goose Holdings Inc. and certain shareholders of Canada Goose Holdings Inc. (incorporated by reference to Exhibit 10.1 to our Registration Statement on Form F-1 (file no. 333-216078) filed with the SEC on March 10, 2017) Coattail Agreement, between Canada Goose Holdings Inc., certain shareholders of Canada Goose Holdings Inc. and Computershare Trust Company of Canada (incorporated by reference to Exhibit 4.2 to our Annual Report on Form 20-F (file no. 001-38027) filed with the SEC on June 6, 2017) Credit Agreement dated December 2, 2016, by and among Canada Goose Holdings Inc., Canada Goose Inc. and Credit Suisse AG, Cayman Islands Branch (incorporated by reference to Exhibit 10.4 to our Registration Statement on Form F-1 (file no. 333-216078) filed with the SEC on February 15, 2017) First Amendment to Credit Agreement dated August 15, 2017, by and among Canada Goose Holdings Inc., Canada Goose Inc. and Credit Suisse AG, Cayman Islands Branch (incorporated by reference to Exhibit 99.1 to our Form 6-K (file no. 001-38027) filed with the SEC on August 21, 2017) Third Amendment to Credit Agreement dated May 10, 2019, by and among Canada Goose Holdings, Inc. and Credit Suisse AG, Cayman Islands Branch (incorporated by reference to Exhibit 99.1 to our Form 6-K (file no. 001-38027) filed with the SEC on May 14, 2019) Second Amended and Restated Credit Agreement dated May 26, 2020, by and among Canada Goose Holdings Inc. and Canadian Imperial Bank of Commerce (incorporated by reference to Exhibit 99.1 to our Form 6-K (file no. 001-38027) filed with the SEC on May 29, 2020) Refinancing Amendment and Fourth Amendment to Credit Agreement dated October 7, 2020, by and among Canada Goose Holdings Inc. and Credit Suisse AG, Cayman Islands Branch (incorporated by reference to Exhibit 99.1 to our Form 6-K (file no. 001-3827) filed with the SEC on October 9, 2020) Fifth Amendment to Credit Agreement dated April 9, 2021, by and among Canada Goose Holdings Inc. and Credit Suisse AG, Cayman Islands Branch (incorporated by reference to Exhibit 4.8 to our Annual Report on Form 20-F (file no. 001-38027) filed with the SEC on May 13, 2021). Lease Agreement dated February 3, 2012, by and between 250 Bowie Holdings Inc., as Landlord and Canada Goose Inc., as Tenant (incorporated by reference to Exhibit 10.10 to our Registration Statement on Form F-1 (file no. 333-216078) filed with the SEC on February 15, 2017) First Lease Expansion and Amending Agreement dated July 1, 2013, by and between 250 Bowie Holdings Inc., as Landlord and Canada Goose Inc., as Tenant (incorporated by reference to Exhibit 10.11 to our Registration Statement on Form F-1 (file no. 333-216078) filed with the SEC on February 15, 2017) -131- 4.11 4.12 4.13 4.14 4.15 4.16 4.17 4.18 4.19 4.20 8.1 12.1 12.2 13.1 13.2 15.1 Second Lease Expansion and Amending Agreement dated January 27, 2014, by and between 250 Bowie Holdings Inc., as Landlord and Canada Goose Inc., as Tenant (incorporated by reference to Exhibit 10.12 to our Registration Statement on Form F-1 (file no. 333-216078) filed with the SEC on February 15, 2017) Third Lease Expansion and Amending Agreement dated November 14, 2014, by and between 250 Bowie Holdings Inc., as Landlord and Canada Goose Inc., as Tenant (incorporated by reference to Exhibit 10.13 to our Registration Statement on Form F-1 (file no. 333-216078) filed with the SEC on February 15, 2017) Fourth Lease Expansion and amending Agreement dated April 30, 2015, by and between 250 Bowie Holdings Inc., as Landlord and Canada Goose Inc., as Tenant (incorporated by reference to Exhibit 10.14 to our Registration Statement on Form F-1 (file no. 333-216078) filed with the SEC on February 15, 2017) Fifth Lease Expansion and Amending Agreement dated June 8, 2016, by and between 250 Bowie Holdings Inc., as Landlord and Canada Goose Inc., as Tenant (incorporated by reference to Exhibit 10.15 to our Registration Statement on Form F-1 (file no. 333-216078) filed with the SEC on February 15, 2017) Canada Goose Holdings Inc. Amended and Restated Stock Option Plan (incorporated by reference to Exhibit 4.17 to our Annual Report on Form 20-F (file no. 001-38027) filed with the SEC on June 6, 2017) Canada Goose Holdings Inc. Omnibus Incentive Plan (incorporated by reference to Exhibit 4.16 to our Annual Report on Form 20-F (file no. 001-38027) filed with the SEC on May 13, 2021) Form of Option Agreement under the Omnibus Incentive Plan (incorporated by reference to Exhibit 10.19 to our Registration Statement on Form F-1 (file no. 333-216078) filed with the SEC on March 1, 2017) Board Director’s Agreement dated September 17, 2015, by and between Canada Goose International AG and Daniel Reiss (incorporated by reference to Exhibit 10.21 to our Registration Statement on Form F-1 (file no. 333- 216078) filed with the SEC on February 15, 2017) Canada Goose Holdings Inc. Employee Share Purchase Plan (incorporated by reference to Exhibit 4.28 to our Annual Report on Form 20-F (file no. 001-38027) filed with the SEC on June 6, 2017) Form of Indemnification Agreement for Directors and Officers (incorporated by reference to Exhibit 10.28 to our Registration statement on Form F-1 (file no. 333-216078) filed with the SEC on February 15, 2017) Subsidiaries of Canada Goose Holdings Inc. Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer. Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Consent of Deloitte LLP -132- The registrant hereby certifies that it meets all of the requirements for filing on annual report on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf. SIGNATURES Canada Goose Holdings Inc. By: Name: Title: /s/ Jonathan Sinclair Jonathan Sinclair Executive Vice President and Chief Financial Officer Date: May 19, 2022 -133- Canada Goose Holdings Inc. Annual Consolidated Financial Statements April 3, 2022 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Canada Goose Holdings Inc. Opinion on the Financial Statements We have audited the accompanying consolidated statements of financial position of Canada Goose Holdings Inc. and subsidiaries (the "Company") as of April 3, 2022, March 28, 2021, and March 30, 2020, the related consolidated statements of income and comprehensive income, changes in equity, and cash flows for the 53-week period ended April 3, 2022 and for the 52- week periods ended March 28, 2021, and March 29, 2020 and the related notes and the schedule of Condensed Financial Information of Canada Goose Holdings Inc. (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 3, 2022, March 28, 2021, and March 30, 2020 and its financial performance and its cash flows for each of the 53-week period ended April 3, 2022 and for the 52-week periods ended March 28, 2021, and March 29, 2020, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of April 3, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated May 18, 2022, expressed an unqualified opinion on the Company's internal control over financial reporting. Change in Accounting Principle As discussed in Note 4 to the financial statements, effective April 1, 2019, the Company changed its method of accounting for implementation costs in its Software as a Service arrangements resulting from the adoption of the April 2021 International Financial Reporting Interpretations Committee (IFRIC) agenda decision, Configuration or Customization Costs in a Cloud Computing Arrangement. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the F-2 financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on accounts or disclosures to which it relates. Inventory Obsolescence – Refer to Notes 2j, 3 and 9 to the financial statements Critical Audit Matter Description Inventory comprises raw materials, work-in-process and finished goods and is carried at the lower of cost and net realizable value. In estimating net realizable value, the Company uses estimates related to fluctuations in inventory levels, planned production, customer behaviour, obsolescence, future selling prices, seasonality and costs necessary to sell the inventory. As a result of management’s analysis, included in inventory are provisions for obsolete inventory. Given the importance of inventory to the Company’s operations and the judgement involved in determining net realizable value related to finished goods inventory, specifically estimated future revenue (future selling prices and product demand); our audit procedures involved a high degree of auditor judgement and an increased extent of audit effort. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the future revenue used in determining net realizable value related to finished good inventory included the following, among others: • Evaluated the effectiveness of controls, including those related to management’s process for developing the estimates used in the determination of net realizable value and the provisions for obsolete inventory. • Analyzed inventory levels and revenue to evaluate the completeness of management’s identified population of inventory with obsolescence exposure. • Performed a retrospective review on the prior year estimated future revenue and compared it to current year activity to evaluate management's ability to accurately estimate the net realizable value. • Evaluated the reasonableness of future selling prices and product demand by: ◦ Comparing future selling price assumptions to historical trends and recent transactions. F-3 ◦ Assessing management’s merchandising strategy to evaluate the reasonableness of management’s assumptions relating to the expected impact on overall product demand. ◦ Considering industry trends and evidence obtained in other areas of the audit. /s/ Deloitte LLP Chartered Professional Accountants Licensed Public Accountants Toronto, Canada May 18, 2022 We have served as the Company's auditor since fiscal 2010. F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Canada Goose Holdings Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Canada Goose Holdings Inc. and subsidiaries (the “Company”) as of April 3, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of April 3, 2022, based on criteria established in Internal Control-Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the 53-week period ended April 3, 2022, of the Company and our report dated May 18, 2022, expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company’s adoption of the April 2021 International Financial Reporting Interpretations Committee (IFRIC) agenda decision, Configuration or Customization Costs in a Cloud Computing Arrangement. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in F-5 reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte LLP Chartered Professional Accountants Licensed Public Accountants Toronto, Canada May 18, 2022 F-6 Consolidated Statements of Income and Comprehensive Income (in millions of Canadian dollars, except per share amounts) Revenue Cost of sales Gross profit Selling, general & administrative expenses Operating income Net interest, finance and other costs Income before income taxes Income tax expense Net income Other comprehensive (loss) income Items that will not be reclassified to earnings, net of tax: Actuarial gain (loss) on post-employment obligation Items that may be reclassified to earnings, net of tax: Cumulative translation adjustment (loss) gain Net gain (loss) on derivatives designated as cash flow hedges Reclassification of net loss (gain) on cash flow hedges to income Net gain (loss) on derivatives designated as a net investment hedge Other comprehensive (loss) income Comprehensive income Earnings per share Basic Diluted Notes 5 9 4, 10, 11, 12 16 6 21 21 21 7 April 3, 2022 $ 1,098.4 364.8 733.6 576.9 156.7 39.0 117.7 23.1 94.6 March 28, 2021 Restated (Note 4) $ 903.7 349.7 554.0 437.0 117.0 30.9 86.1 15.8 70.3 Year ended March 29, 2020 Restated (Note 4) $ 958.1 364.8 593.3 406.2 187.1 28.4 158.7 10.7 148.0 0.1 0.7 (25.5) (12.3) 8.7 4.7 — (12.0) 82.6 (1.2) 7.3 0.2 (5.3) 65.0 $ $ 0.87 $ 0.87 $ 0.64 $ 0.63 $ (0.2) 9.1 (2.4) (3.7) (0.3) 2.5 150.5 1.35 1.33 The accompanying notes to the consolidated financial statements are an integral part of these financial statements. F-7 Consolidated Statements of Financial Position (in millions of Canadian dollars) Assets Current assets Cash Trade receivables Inventories Income taxes receivable Other current assets Total current assets Deferred income taxes Property, plant and equipment Intangible assets Right-of-use assets Goodwill Other long-term assets Total assets Liabilities Current liabilities Accounts payable and accrued liabilities Provisions Income taxes payable Short-term borrowings Current portion of lease liabilities Total current liabilities Provisions Deferred income taxes Revolving facility Term loan Lease liabilities Other long-term liabilities Total liabilities Shareholders' equity Total liabilities and shareholders' equity Notes 8 9 6 20 6 10 4, 11 12 13 20 14, 20 15 6 16 12 15 6 16 16 12 17 April 3, 2022 $ 287.7 42.7 393.3 1.1 37.5 762.3 53.2 114.2 122.2 215.2 53.1 20.4 1,340.6 176.2 18.5 24.5 3.8 58.5 281.5 31.3 15.8 — 366.2 192.2 25.7 912.7 427.9 1,340.6 March 28, 2021 March 30, 2020 Restated (Note 4) Restated (Note 4) $ $ 477.9 40.9 342.3 4.8 31.0 896.9 48.4 116.5 124.8 233.7 53.1 5.1 1,478.5 177.8 20.0 19.1 — 45.2 262.1 25.6 15.4 — 367.8 209.6 20.4 900.9 577.6 1,478.5 31.7 32.3 412.3 12.0 43.5 531.8 41.8 115.1 131.1 211.8 53.1 6.0 1,090.7 144.4 15.6 13.0 — 35.9 208.9 21.4 8.4 — 158.1 192.0 4.6 593.4 497.3 1,090.7 The accompanying notes to the consolidated financial statements are an integral part of these financial statements. F-8 Consolidated Statements of Changes in Equity (in millions of Canadian dollars) Share capital Contributed surplus Retained earnings Accumulated other comprehensive (loss) income Balance at March 31, 2019 Adjustment for IFRIC Agenda Decision Balance at April 1, 2019 IFRS 16 initial application Normal course issuer bid purchase of subordinate voting shares Exercise of stock options Net income Other comprehensive income Share-based payment Balance at March 29, 2020 Exercise of stock options Net income Other comprehensive loss Share-based payment Balance at March 28, 2021 Normal course issuer bid purchase of subordinate voting shares Exercise of stock options Net income Other comprehensive loss Share-based payment Deferred tax on share-based payment Balance at April 3, 2022 Notes Multiple voting shares $ 1.4 4 12 17 17 18 17 18 17 17 18 — 1.4 — — — — — — 1.4 — — — — 1.4 — — — — — — 1.4 Subordinate voting shares $ 111.2 — 111.2 — (1.6) 3.7 — — — 113.3 5.8 — — — 119.1 (11.9) 9.9 — — — — 117.1 Total $ 112.6 — 112.6 — (1.6) 3.7 — — — 114.7 5.8 — — — 120.5 (11.9) 9.9 — — — — 118.5 Restated (Note 4) $ 279.7 (18.9) 260.8 (4.9) (37.1) — 148.0 — — 366.8 — 70.3 — — 437.1 (241.3) — 94.6 — — — 290.4 $ 9.2 — 9.2 — — (1.3) — — 7.8 15.7 (1.8) — — 11.3 25.2 — (2.8) — — 14.0 (0.2) 36.2 $ (2.4) — (2.4) — — — — 2.5 — 0.1 — — (5.3) — (5.2) — — — (12.0) — — (17.2) The accompanying notes to the consolidated financial statements are an integral part of these financial statements. Total $ 399.1 (18.9) 380.2 (4.9) (38.7) 2.4 148.0 2.5 7.8 497.3 4.0 70.3 (5.3) 11.3 577.6 (253.2) 7.1 94.6 (12.0) 14.0 (0.2) 427.9 F-9 Consolidated Statements of Cash Flows (in millions of Canadian dollars) Notes 4, 10, 11, 12 6 16 16 1, 10, 12 18 22 10 11 12 16 16 16 17 12 20 18 Operating activities Net income Items not affecting cash: Depreciation and amortization Income tax expense Interest expense Foreign exchange loss (gain) Acceleration of unamortized costs on debt extinguishment Impairment losses Loss on disposal of assets Share-based payment Changes in non-cash operating items Income taxes paid Interest paid Net cash from operating activities Investing activities Purchase of property, plant and equipment Investment in intangible assets Initial direct costs of right-of-use assets Net cash used in investing activities Financing activities Term loan (repayments) borrowings Revolving facility borrowings Transaction costs on financing activities Subordinate voting shares purchased and cancelled under NCIB Principal payments on lease liabilities Settlement of term loan derivative contracts Exercise of stock options Net cash (used in) from financing activities Effects of foreign currency exchange rate changes on cash (Decrease) increase in cash Cash, beginning of period Cash, end of period April 3, 2022 $ 94.6 95.8 23.1 38.1 9.0 9.5 7.7 0.1 14.0 291.9 (82.8) (25.2) (32.3) 151.6 (34.5) (1.5) (1.2) (37.2) (4.7) 0.5 (1.0) (253.2) (46.9) — 7.1 (298.2) (6.4) (190.2) 477.9 287.7 March 28, 2021 Restated (Note 4) $ Year ended March 29, 2020 Restated (Note 4) $ 70.3 77.4 15.8 26.7 9.0 1.1 — 0.3 11.3 211.9 104.5 (6.8) (21.0) 288.6 (26.9) — — (26.9) 247.5 — (10.8) — (38.8) (4.9) 4.0 197.0 (12.5) 446.2 31.7 477.9 148.0 57.1 10.7 20.4 (0.7) 7.0 — 1.7 8.5 252.7 (130.6) (52.1) (18.5) 51.5 (45.3) (6.0) — (51.3) — — (2.3) (38.7) (24.7) 4.6 2.4 (58.7) 1.6 (56.9) 88.6 31.7 The accompanying notes to the consolidated financial statements are an integral part of these financial statements. F-10 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) Note 1. The Company Organization Canada Goose Holdings Inc. and its subsidiaries (the “Company”) design, manufacture, and sell performance luxury apparel for men, women, youth, children, and babies. The Company’s apparel collections include various styles of parkas, lightweight down jackets, rainwear, windwear, fleece, knitwear, footwear, and accessories for fall, winter, and spring seasons. The Company’s head office is located at 250 Bowie Avenue, Toronto, Canada M6E 4Y2. The use of the terms “Canada Goose”, “we”, “us” and “our” throughout these notes to the consolidated financial statements refer to the Company. Canada Goose is a public company listed on the Toronto Stock Exchange and the New York Stock Exchange under the trading symbol “GOOS”. The principal shareholders of the Company are investment funds advised by Bain Capital LP and its affiliates (“Bain Capital”), and DTR LLC, (“DTR”), an entity indirectly controlled by the Chairman and Chief Executive Officer of the Company. The principal shareholders hold multiple voting shares representing 48.5% of the total shares outstanding as at April 3, 2022, or 90.4% of the combined voting power of the total voting shares outstanding. Subordinate voting shares that trade on public markets represent 51.5% of the total shares outstanding as at April 3, 2022, or 9.6% of the combined voting power of the total voting shares outstanding. Statement of compliance The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). These consolidated financial statements were authorized for issuance by the Company’s Board of Directors on May 18, 2022. Fiscal year The Company's fiscal year is a 52 or 53-week reporting cycle with the fiscal year ending on the Sunday closest to March 31. Each fiscal quarter is 13 weeks for a 52-week fiscal year. The additional week in a 53-week fiscal year is added to the third quarter. Fiscal 2022 is the first 53-week fiscal year, ending on April 3, 2022. Operating segments The Company classifies its business in three operating and reportable segments: Direct-to-Consumer (“DTC”), Wholesale, and Other. The DTC segment comprises sales through country-specific e-Commerce platforms and our Company-owned retail stores located in luxury shopping locations. The Wholesale segment comprises sales made to a mix of retailers and international distributors, who are partners that have exclusive rights to an entire market. The Other segment comprises sales and costs not directly allocated to the DTC or Wholesale segments, such as sales to employees and selling, general, and administrative (“SG&A”) expenses. The Other segment includes the cost of marketing expenditures to build brand awareness across all segments, corporate costs in support of manufacturing operations, other F-11 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) corporate costs, and foreign exchange gains and losses not specifically associated with DTC or Wholesale segment operations. Within the Other segment, comparative information for fiscal 2021 also includes sales of personal protective equipment ("PPE") in response to COVID-19 along with costs incurred as a consequence of COVID-19 including overhead costs resulting from the temporary closure of our manufacturing facilities. Seasonality Our business is seasonal, and we have historically realized a significant portion of our wholesale revenue and operating income in the second and third quarters of the fiscal year and DTC revenue and operating income in the third and fourth quarters of the fiscal year. Thus, lower-than-expected revenue in these periods could have an adverse impact on our annual operating results. Cash flows from operating activities are typically highest in the third and fourth quarters of the fiscal year due to revenue from the DTC segment and the collection of trade receivables from wholesale revenue earlier in the year. Working capital requirements typically increase as inventory builds. COVID-19 pandemic Globally, public health officials have imposed restrictions and recommended precautions to mitigate the spread of COVID-19, resulting in temporary closures of our retail locations as well as reduced traffic and store productivity, similarly impacting our wholesale partners. Store operations have largely resumed over fiscal 2022 across our global store network, however 5 of our 41 stores continue to remain closed globally and retail store traffic remains below pre-pandemic levels as at April 3, 2022. As a result of slower than expected return of international retail traffic and limited time remaining on existing leases, the Company recorded $1.6m of impairment losses on fixed assets (note 10) and $6.1m of impairment losses on right-of-use assets (note 12) in respect of two retail stores in the DTC operating segment for the year ended April 3, 2022. The impairment losses were recorded as part of SG&A expenses. No impairment losses were recognized in the prior years. All of our manufacturing facilities were operating during April 3, 2022 at lower output levels than historically realized prior to fiscal year 2021 to ensure appropriate distancing measures were in place. In March 2021, the IASB issued an amendment to IFRS 16, Leases to extend the period over which the practical expedient is available for use. This amendment exempts lessees from determining whether COVID-19 related rent concessions for lease payments originally due on or before June 30, 2022 are lease modifications. In accordance with the guidance issued, the Company adopted the amendment effective March 29, 2021 and elected not to treat COVID-19 related rent concessions as lease modifications. Rent concessions of $0.6m were recognized in the statement of income for the year ended April 3, 2022 (March 28, 2021 - $4.1m). F-11 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) Note 2. Significant accounting policies (a) Basis of presentation The consolidated financial statements are presented in Canadian dollars, the Company’s functional and presentation currency. These consolidated financial statements have been prepared on the historical cost basis except for the following items, which are recorded at fair value: • • financial instruments, including derivative financial instruments, at fair value in other comprehensive income and through profit or loss as described in note 20, and initial recognition of assets acquired and liabilities assumed in a business combination. Certain comparative figures have been reclassified to conform with the current year presentation. Depreciation and amortization for amounts not included in costs of goods sold, which were previously presented in a separate line item, are reflected in the presentation of SG&A expenses. (b) Principles of consolidation The consolidated financial statements include the accounts of Canada Goose Holdings Inc. and its subsidiaries. All intercompany transactions and balances have been eliminated. (c) Foreign currency translation and transactions The functional currency of each of the Company’s subsidiaries is the currency of the primary economic environment in which each entity operates. The assets and liabilities of subsidiaries whose functional currency is not the Canadian dollar are translated into the functional currency of the Company using the exchange rate at the reporting date. Revenues and expenses are translated at exchange rates prevailing at the transaction date. The resulting foreign exchange translation differences are recorded as a currency translation adjustment in other comprehensive income. Foreign currency transactions are translated into the functional currency of each of the Company’s subsidiaries using the exchange rates prevailing at the date of the transactions or valuation when items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the changes at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of income in SG&A expenses, except when included in other comprehensive income for qualifying cash flow and net investment hedges. Functional currency of subsidiary Each entity within the Company determines its functional currency based on the primary economic environment in which the entity operates. Once an entity's functional currency is determined, it is not changed unless there is a change to the underlying transactions, events, and conditions that determine the entity's primary economic environment. F-12 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) (d) Revenue recognition Revenue comprises of DTC, Wholesale and Other segment revenues. Revenue is measured at the amount of consideration to which the Company expects to be entitled in exchange for the sale of goods in the ordinary course of the Company’s activities. Revenue is presented net of sales tax, estimated returns, sales allowances, and discounts. The Company recognizes revenue when the Company has agreed terms with its customers, the contractual rights and payment terms have been identified, the contract has commercial substance, it is probable that consideration will be collected by the Company, and when control of the goods is transferred to the customer have been met. It is the Company’s policy to sell merchandise through the DTC channel with a limited right to return, typically within 30 days. Accumulated experience is used to estimate and provide for such returns. (e) Business combinations Acquisitions of businesses are accounted for using the acquisition method as of the acquisition date, which is the date when control is transferred to the Company. The consideration transferred in a business combination is measured at fair value, calculated as the sum of the acquisition date fair values of the assets transferred, liabilities incurred by the Company, and the equity interests issued by the Company in exchange for control of the acquiree. Transaction costs that the Company incurs in connection with a business combination are recognized in the statement of income as incurred. Goodwill is measured as the excess of the sum of the fair value of the consideration transferred over the net of the acquisition date amounts of the identifiable assets acquired and the liabilities assumed. When the consideration transferred in a business combination includes contingent consideration, the contingent consideration is measured at its acquisition date fair value. Contingent consideration is remeasured at subsequent reporting dates at its fair value, and the resulting gain or loss recognized in the statement of income. (f) Earnings per share Basic earnings per share is calculated by dividing net income attributable to ordinary equity holders by the weighted average number of multiple and subordinate voting shares outstanding during the year. Diluted earnings per share is calculated by dividing net income attributable to ordinary equity holders of the Company by the weighted average number of multiple and subordinate voting shares outstanding during the year plus the weighted average number of subordinate shares that would be issued on the exercise of stock options and settlement of restricted share units (“RSUs”). (g) Income taxes Current and deferred income taxes are recognized in the statement of income, except when it relates to a business combination, or items recognized in equity or in other comprehensive income. F-13 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) Current income tax Current income tax is the expected income tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to income tax payable in respect of previous years. Deferred income tax Deferred income tax is provided using the liability method for temporary differences at the reporting date between the income tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax is measured using enacted or substantively enacted income tax rates expected to apply in the years in which those temporary differences are expected to be recovered or settled. A deferred tax asset is recognized for unused income tax losses and credits to the extent that it is probable that future taxable income will be available against which they can be utilized. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each reporting date and are recognized to the extent that it has become probable that future taxable income will allow the deferred tax asset to be recovered. Deferred income tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity. Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred tax relates to the same taxable entity and the same taxation authority. Deferred income tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. (h) Cash Cash consists of cash and cash equivalents, including cash on hand, deposits in banks, and short-term deposits with maturities of less than three months. The Company uses the indirect method of reporting cash flows from operating activities. (i) Trade receivables Trade receivables, including credit card receivables, consist of amounts owing on product sales where we have extended credit to customers, and are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method, less expected credit loss and sales allowances. The allowance for expected credit losses is recorded against trade receivables and is based on historical experience. F-14 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) (j) Inventories Raw materials, work-in-process, and finished goods are valued at the lower of cost and net realizable value. Cost is determined using the weighted average cost method. The cost of work-in-process and finished goods inventories include the cost of raw materials and an applicable share of the cost of labour and fixed and variable production overhead costs, including the depreciation of property, plant and equipment used in the production of finished goods and design costs, and other costs incurred to bring the inventories to their present location and condition. The Company estimates net realizable value as the amount at which inventories are expected to be sold, taking into consideration fluctuations in selling prices due to seasonality, less estimated costs necessary to complete the sale. Inventories are written down to net realizable value when the cost of inventories is estimated to be unrecoverable due to obsolescence, damage, or declining selling prices. Inventory is adjusted to reflect estimated loss (“shrinkage”) incurred since the last inventory count. Shrinkage is based on historical experience. When circumstances that previously caused inventories to be written down below cost no longer exist or when there is clear evidence of an increase in realizable value, the amount of the write-down previously recorded is reversed. Storage costs, indirect administrative overhead and certain selling costs related to inventories are expensed in the period that these costs are incurred. (k) Property, plant and equipment Property, plant and equipment is stated at cost, net of accumulated depreciation and any accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset, including costs incurred to prepare the asset for its intended use and capitalized borrowing costs, when the recognition criteria are met. The commencement date for capitalization of costs occurs when the Company first incurs expenditures for the qualifying assets and undertakes the required activities to prepare the assets for their intended use. Property, plant and equipment assets are depreciated on a straight-line basis over their estimated useful lives when the assets are available for use. When significant parts of a fixed asset have different useful lives, they are accounted for as separate components and depreciated separately. Depreciation methods and useful lives are reviewed annually and are adjusted for prospectively, if appropriate. Estimated useful lives are as follows: Asset Category Plant equipment (except moulds) Footwear moulds Computer equipment Leasehold improvements Show displays Furniture and fixtures Estimated Useful Life 10 years 5 years 3 years Lesser of the lease term or useful life of the asset 5 years 5 to 10 years F-15 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset, calculated as the difference between the net disposal proceeds and the carrying amount of the asset, is included in the statement of income when the asset is derecognized. The cost of repairs and maintenance of property, plant and equipment is expensed as incurred and recognized in the statement of income. Property, plant and equipment are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If any such indication exists, the asset is then tested for impairment by comparing its recoverable amount to its carrying value. Any resulting impairment loss is recorded in the statement of income. (l) Intangible assets Intangible assets acquired separately are measured on initial recognition at cost. The cost of an intangible asset acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets with finite lives are carried at cost less any accumulated amortization and any accumulated impairment losses. An internally generated intangible asset is recorded for product development costs which are included within intellectual property. Product development costs are incurred in the design, production and testing of new products where the technical feasibility of commercial manufacturing and sale of the product has been demonstrated. With continued emphasis on DTC expansion, effective the first quarter of fiscal 2021, any new or incremental product development costs were recognized in SG&A expenses in the statement of income as they more closely support current selling and marketing activities. Those product development costs included in existing inventory and intangible assets will continue to be recognized within the cost of sales. As at April 3, 2022, all product development costs have been fully amortized. The useful lives of intangible assets are assessed as either finite or indefinite. Asset Category Brand name Domain name Software Intellectual property Estimated Useful Life Indefinite Indefinite 5 to 7 years 1 to 8 years Intangible assets with indefinite useful lives comprise of the Canada Goose and Baffin brand names and domain name, which were acquired as part of an acquisition and were recorded at their estimated fair value. The brand names and domain name are considered to have an indefinite life based on a history of revenue and cash flow performance, and the intent and ability of the Company to support the brand with spending to maintain its value for the foreseeable future. The brand names and domain name are tested at least annually for impairment, at the cash-generating unit (“CGU”) level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is made on a prospective basis. F-16 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) Intangible assets with finite lives are amortized over the useful economic life on a straight-line basis. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortization period or method, as appropriate, and treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in the statement of income over the asset’s estimated useful life. An intangible asset is derecognized on disposal or when no future economic benefits are expected from its use. Gains or losses arising from the derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are included in the statement of income when the asset is derecognized. Intangible assets are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If any such indication exists, the asset is then tested for impairment by comparing its recoverable amount to its carrying value. Any resulting impairment loss is recorded in the statement of income. (m)Leases The Company recognizes a right-of-use asset and a lease liability based on the present value of the future lease payments at the commencement date. The commencement date is when the lessor makes the leased asset available for use by the Company, typically the possession date. The discount rate used in the present value calculation for lease payments is the incremental borrowing rate for each leased asset or portfolio of leased assets with similar characteristics by reference to the Company’s creditworthiness, the security, term and value of the underlying leased asset, and the economic environment in which the leased asset operates. The lease term is determined as the non-cancellable periods of a lease, together with periods covered by a renewal option if the Company is reasonably certain to exercise that option and a termination option if the Company is reasonably certain not to exercise that option. Leases of low-value assets and short-term leases are not included in the calculation of lease liabilities. These lease expenses are recognized in cost of sales or SG&A expenses on a straight-line or other systematic basis. Lease liabilities Lease liabilities are measured at the present value of future lease payments, discounted using the Company’s incremental borrowing rates, and include the fixed payments, variable lease payments that depend on an index or a rate, less any lease incentives receivable. Subsequent to initial measurement, the Company measures lease liabilities at amortized cost using the effective interest rate method. Lease liabilities are remeasured when there are changes to the lease payments, lease term, assessment of an option to purchase the underlying asset, expected residual value guarantee, or future lease payments due to a change in the index or rate tied to the payment. Right-of-use assets Right-of-use assets are measured at the initial amount of the lease liabilities, lease payments made at or before the commencement date less any lease incentives F-17 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) received, initial direct costs, if any, and decommissioning costs to restore the site to the condition required by the terms and conditions of the lease, and net of accumulated impairment losses. Subsequent to initial measurement, the Company applies the cost model to the right-of-use assets and measures the asset at cost less any accumulated depreciation, accumulated impairment losses in accordance with IAS 36, and any remeasurements of the lease liabilities. Assets are depreciated from the commencement date on a straight-line basis over the earlier of the end of the assets’ useful lives or the end of the lease terms. (n) Goodwill Goodwill represents the difference between the purchase price of an acquired business and the Company’s share of the net identifiable assets acquired and liabilities assumed and any contingent liabilities assumed. It is initially recorded at cost and subsequently measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to CGUs based on the lowest level within the entity in which the goodwill is monitored for internal management purposes. The allocation is made to the CGUs that are expected to benefit from the business combination in which the goodwill arose. Any potential impairment of goodwill is identified by comparing the recoverable amount of a CGU to its carrying value. An impairment loss is recognized if the carrying amount of CGU exceeds its recoverable amount. Any loss identified is first applied to reduce the carrying amount of goodwill allocated to the CGU, and then to reduce the carrying amounts of the remaining assets in the CGU on a pro-rata basis. The Company tests goodwill for impairment annually at the reporting date. The recoverable amount of a CGU is the higher of the estimated fair value less costs of disposal or value-in-use of the CGU. In assessing value-in-use, the estimated future cash flows are discounted using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. The Company has determined that the goodwill contributes to the cash flows of ten CGUs (March 28, 2021 - seven CGUs). (o) Provisions Provisions are recognized when the Company has a present obligation, legal or constructive, as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Where the Company expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of income net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized in the statement of income. The provision for warranty returns relates to the Company’s obligation for defective goods sold to customers that have yet to be returned for exchange or repair. Accruals for F-18 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) warranty returns are estimated on the basis of historical returns and are recorded so as to allocate them to the same period the corresponding revenue is recognized. (p) Employee future benefits The Company sponsors a defined benefit pension plan membership, which is limited to certain employees of Canada Goose International AG and other subsidiaries who reside in Switzerland. The measurement date for the defined benefit pension plan is April 3, 2022, the reporting date. The obligation associated with the Company’s defined benefit pension plan is actuarially valued using the projected unit credit method and management’s best estimate of the discount rate, future salary increases, mortality rates and retirement rates. Assets are measured at fair value. The obligation in excess of plan assets is recorded as a liability. All actuarial gains or losses, net of tax, are recognized immediately through other comprehensive income. (q) Fair values Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: • • in the principal market for the asset or liability, or in the absence of a principal market, in the most advantageous market for the asset or liability. The Company uses valuation techniques that it believes are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2: inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: unobservable inputs for the asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. For the purpose of fair value disclosures, the Company determines classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above. F-19 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) There was no change in the valuation techniques applied to financial instruments during all periods presented. The following table describes the valuation techniques used in the determination of the fair values of financial instruments: Type Valuation Approach Cash, trade receivables, accounts payable and accrued liabilities The carrying amount approximates fair value due to the short term maturity of these instruments. Derivatives (included in other current assets, other long-term assets, accounts payable and accrued liabilities or other long- term liabilities) Specific valuation techniques used to value derivative financial instruments include: - quoted market prices or dealer quotes for similar instruments; - observable market information as well as valuations determined by external valuators with experience in the financial markets. Revolving facility, term loan, and Mainland China Facilities The fair value is based on the present value of contractual cash flows, discounted at the Company’s current incremental borrowing rate for similar types of borrowing arrangements or, where applicable, market rates. (r) Financial instruments Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities classified at fair value through profit or loss) are added to, or deducted from, the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities classified at fair value through profit or loss are recognized immediately in profit or loss. Financial assets and financial liabilities are measured subsequently as described below. i) Non-derivative financial assets Non-derivative financial assets include cash and trade receivables which are measured at amortized cost. The Company initially recognizes receivables and deposits on the date that they are originated. The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. ii) Non-derivative financial liabilities Non-derivative financial liabilities include accounts payable, accrued liabilities, the revolving facility, the term loan, and the Mainland China Facilities (as defined below). The Company initially recognizes debt instruments on the date that they F-20 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) are originated. All other financial liabilities are recognized initially on the trade date on which the Company becomes a party to the contractual provisions of the instrument. Financial liabilities are recognized initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortized cost using the effective interest method. The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. iii) Derivative financial instruments Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The method of recognizing the resulting gain or loss depends on whether the derivative is designated and effective as a hedging instrument. When a derivative financial instrument, including an embedded derivative, is not designated and effective in a qualifying hedge relationship, all changes in its fair value are recognized immediately in the statement of income; attributable transaction costs are recognized in the statement of income as incurred. The Company does not use derivatives for trading or speculative purposes. Embedded derivatives are separated from a host contract and accounted for separately if the economic characteristics and risks of the host contract and the embedded derivative are not closely related. iv) Hedge accounting The Company is exposed to the risk of currency fluctuations and has entered into currency derivative contracts to hedge its exposure on the basis of planned transactions. Where hedge accounting is applied, the criteria are documented at the inception of the hedge and updated at each reporting date. The Company documents the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking the hedging transactions. The Company also documents its assessment, at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items. The fair value of a hedging derivative is classified as a current asset or liability when the maturity of the hedged item is less than twelve months, and as a non-current asset or liability when the maturity of the hedged item is more than twelve months. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized, net of tax, in other comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in the statement of income. Amounts accumulated in other comprehensive income are transferred to the statement of income in the periods when the hedged item affects net income. When a forecast transaction that is hedged results in the recognition of a non-financial asset or liability, such as inventory, the amounts are included in the measurement of the cost of the related asset or liability. The deferred amounts are ultimately recognized in the statement of income. F-21 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) Hedges of net investments are accounted for similarly to cash flow hedges, with unrealized gains and losses recognized, net of tax, in other comprehensive income. Amounts included in other comprehensive income are transferred to the statement of income in the period when the foreign operation is disposed of or sold. (s) Share-based payments Share-based payments are valued based on the grant date fair value of these awards and the Company records compensation expense over the corresponding service period. The fair value of the share-based payments is determined using acceptable valuation techniques. The Company has issued stock options to purchase subordinate voting shares and RSUs under its equity incentive plans, prior to the public offering on March 21, 2017 (the “Legacy Plan”) and subsequently (the “Omnibus Plan”). Under the terms of the Legacy Plan, options were granted to certain employees of the Company with vesting contingent upon meeting the service, performance goals and exit event conditions of the Legacy Plan. There are two types of stock options: service-vested options are time based and generally vest over five years of service, and performance-based and exit event options vest upon attainment of performance conditions and the occurrence of an exit event. Under the terms of the Omnibus Plan, options are granted to certain executives of the Company with vesting, generally over four years, contingent upon meeting the service conditions of the Omnibus Plan. The compensation expense related to the options and RSUs is recognized ratably over the requisite service period, provided it is probable that the vesting conditions will be achieved and the occurrence of the exit event, if applicable, is probable. Note 3. Significant accounting judgments, estimates, and assumptions The preparation of the consolidated financial statements requires management to make estimates and judgments in applying the Company’s accounting policies that affect the reported amounts and disclosures made in the consolidated financial statements and accompanying notes. Estimates and assumptions are used mainly in determining the measurement of balances recognized or disclosed in the consolidated financial statements and are based on a set of underlying data that may include management’s historical experience, knowledge of current events and conditions and other factors that are believed to be reasonable under the circumstances. Management continually evaluates the estimates and judgments it uses. These estimates and judgments have been applied in a manner consistent with prior periods and there are no known trends, commitments, events or uncertainties that we believe will materially affect the methodology or assumptions utilized in making these estimates and judgments in these financial statements. The following are the accounting policies subject to judgments and key sources of estimation uncertainty that the Company believes could have the most significant impact on the amounts recognized in the consolidated financial statements. F-22 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) Functional currency Judgments Made in Relation to Accounting Policies Applied: The Company assesses the relevant factors related to the primary economic environment in which its entities operate to determine the functional currency. Where the assessment of primary indicators is mixed, management assesses the secondary indicators, including the relationship between the foreign operations and reporting entity. Income and other taxes Key Sources of Estimation: In determining the recoverable amount of deferred tax assets, the Company forecasts future taxable income by legal entity and the period in which the income occurs to ensure that sufficient taxable income exists to utilize the attributes. Inputs to those projections are Board-approved financial forecasts and statutory tax rates. Judgments Made in Relation to Accounting Policies Applied: The calculation of current and deferred income taxes requires management to make certain judgments regarding the tax rules in jurisdictions where the Company performs activities. Application of judgments is required regarding the classification of transactions and in assessing probable outcomes of claimed deductions including expectations about future operating results, the timing and reversal of temporary differences and possible audits of income tax and other tax filings by the tax authorities. Trade receivables Key Sources of Estimation: The Company has a significant number of customers which minimizes the concentration of credit risk. The Company does not have any customers which account for more than 10% of sales or accounts receivable. Ongoing estimates are made relating to the ability to collect our accounts receivable and maintain an allowance for estimated credit losses resulting from the inability of our customers to make required payments. In determining the amount of expected credit losses, the Company considers the historical level of credit losses and makes judgments about the creditworthiness of significant customers based on ongoing credit evaluations. Inventories Key Sources of Estimation: Inventories are carried at the lower of cost and net realizable value. In estimating net realizable value, the Company uses estimates related to fluctuations in inventory levels, planned production, customer behaviour, obsolescence, future selling prices, seasonality and costs necessary to sell the inventory. Inventory is adjusted to reflect shrinkage incurred since the last inventory count. Shrinkage is based on historical experience. Leases Judgments Made in Relation to Accounting Policies Applied: The Company exercises judgment when contracts are entered into that may give rise to a right-of-use asset that would be accounted for as a lease. Judgment is required in determining the appropriate lease term on a lease by lease basis. The Company considers all facts and circumstances that create an economic incentive to exercise a renewal option or to not exercise a termination option at inception and over the term of the lease, including investments in major leaseholds, operating performance, and changed circumstances. The periods covered by renewal or termination options are only included in the lease term if the Company is reasonably certain to exercise that F-23 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) option. Changes in the economic environment or changes in the retail industry may impact the assessment of the lease term and any changes in the estimate of lease terms may have a material impact on the Company’s statement of financial position. Key Sources of Estimation: The critical assumptions and estimates used in determining the present value of future lease payments require the Company to estimate the incremental borrowing rate specific to each leased asset or portfolio of leased assets. Management determines the incremental borrowing rate of each leased asset or portfolio of leased assets by incorporating the Company’s creditworthiness, the security, term, and value of the underlying leased asset, and the economic environment in which the leased asset operates. The incremental borrowing rates are subject to change mainly due to macroeconomic changes in the environment. Impairment of non-financial assets (goodwill, intangible assets, property, plant & equipment, and right-of-use assets) Judgments Made in Relation to Accounting Policies Applied: Management is required to use judgment in determining the grouping of assets to identify their CGUs for the purposes of testing non-financial assets for impairment. Judgment is further required to determine appropriate groupings of CGUs for the level at which goodwill and intangible assets are tested for impairment. For the purpose of goodwill and intangible assets impairment testing, CGUs are grouped at the lowest level at which goodwill and intangible assets are monitored for internal management purposes. Judgment is also applied in allocating the carrying amount of assets to CGUs. In addition, judgment is used to determine whether a triggering event has occurred requiring an impairment test to be completed. The Company has concluded that it has ten CGUs (March 28, 2021 - seven CGUs) and tests goodwill and these intangible assets for impairment on that basis. Key Sources of Estimation: In determining the recoverable amount of a CGU or a group of CGUs, various estimates are employed. The Company determines value-in-use by using estimates including projected future revenues, margins, costs, and capital investment consistent with strategic plans presented to the Board of Directors. Fair value less costs of disposal are estimated with reference to observable market transactions. Discount rates are consistent with external industry information reflecting the risk associated with the Company and its cash flows. Warranty Key Sources of Estimation: The critical assumptions and estimates used in determining the warranty provision at the statement of financial position date are: the number of jackets expected to require repair or replacement; the proportion to be repaired versus replaced; the period in which the warranty claim is expected to occur; the cost to repair a jacket; the cost to replace a jacket, and the risk-free rate used to discount the provision to present value. Financial instruments Key Sources of Estimation: The critical assumptions and estimates used in determining the fair value of financial instruments are: equity prices; future interest rates; the relative creditworthiness of the Company to its counterparties; estimated future cash flows; discount rates, and volatility utilized in option valuations. F-24 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) Share-based payments Key Sources of Estimation: Compensation expense for share-based compensation granted is measured at the fair value at the grant date using the Black Scholes option pricing model for the year ended April 3, 2022; prior to the public offering, the Company used the Monte Carlo valuation model to measure the fair value of options granted. The critical assumptions used under both of these option valuation models at the grant date are: stock price valuation; exercise price; risk-free interest rate; expected time to exercise in years; expected dividend yield, and volatility. Consolidation Judgments Made in Relation to Accounting Policies Applied: The Company uses judgment in determining the entities that it controls and therefore consolidates. The Company controls an entity when the Company has the existing rights that give it the current ability to direct the activities that significantly affect the entity’s returns. Judgment is applied in determining whether the Company controls the entities in which it does not have full ownership rights. Most often, judgment involves reviewing contractual rights to determine if rights are participating (giving power over the entity) or protective rights (protecting the Company’s interest without giving it power). Note 4. Changes in accounting policies Standards issued and not yet adopted Certain new standards, amendments, and interpretations to existing IFRS standards have been published but are not yet effective and have not been adopted early by the Company. Management anticipates that pronouncements will be adopted in the Company’s accounting policy for the first period beginning after the effective date of the pronouncement. Information on new standards, amendments, and interpretations is provided below. In January 2020, the IASB issued an amendment to IAS 1, Presentation of Financial Statements to clarify its requirements for the presentation of liabilities in the statement of financial position. The limited scope amendment affects only the presentation of liabilities in the statement of financial position and not the amount or timing of its recognition. The amendment clarified that the classification of liabilities as current or non-current is based on rights that are in existence at the end of the reporting period and specified that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability. It also introduced a definition of ‘settlement’ to make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services. The amendment is effective for annual reporting periods beginning on or after January 1, 2023. Earlier application is permitted. The Company is assessing the potential impact of the amendment. Standards issued and adopted Configuration or Customization Costs in a Cloud Computing Arrangement In April 2021, the International Financial Reporting Interpretations Committee (“IFRIC”) finalized an agenda decision within the scope of IAS 38, Intangible Assets which clarified the accounting of configuration and customization costs in cloud computing arrangements often referred to as Software as a Service ("SaaS") arrangements. As a result of the decision, costs that do not meet the capitalization criteria for intangible assets are required to be expensed as incurred. F-25 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) The adoption of the agenda decision was recognized as a change in accounting policy in accordance with IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors. The Company amended the existing accounting policies related to implementation costs on SaaS arrangements as at April 1, 2019. The Company assessed the impact of the interpretation and identified $25.4m of costs recognized as intangible assets within ERP and computer software related to SaaS arrangements that were no longer eligible for capitalization and amortization in accordance with the agenda decision. As a result, these costs were written off as at April 1, 2019 as these costs would have been required to be expensed in the period incurred. In accordance with IAS 8, retrospective application is required for accounting policy changes and comparative financial information was restated in these consolidated financial statements. The following tables outline the impacts of the restatements on the comparative periods: Condensed Comprehensive Income Information Increase (decrease) March 28, 2021 March 29, 2020 As previously reported $ 437.1 15.8 70.2 Adjustments $ (0.1) — 0.1 Restated $ 437.0 15.8 70.3 As previously reported $ 401.2 12.0 151.7 Adjustments $ 5.0 (1.3) (3.7) Restated $ 406.2 10.7 148.0 (12.6) 0.3 (12.3) 9.4 (0.3) 9.1 SG&A expenses Income tax expense Net income Cumulative translation adjustment Condensed Financial Position Information Increase (decrease) As previously reported $ Adjustments $ Restated $ As previously reported $ Adjustments $ Restated $ March 28, 2021 March 29, 2020 Deferred income taxes (asset) Intangible assets Deferred income taxes (liability) Shareholders' equity 46.9 155.0 21.6 600.1 1.5 (30.2) (6.2) (22.5) 48.4 124.8 15.4 577.6 40.8 161.7 15.1 520.2 1.0 (30.6) (6.7) (22.9) 41.8 131.1 8.4 497.3 F-26 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) As previously reported $ Adjustments $ Restated $ April 1, 2019 Deferred income taxes (asset) Intangible assets Deferred income taxes (liability) Shareholders' equity 12.2 155.6 16.7 399.1 1.0 (25.4) (5.5) (18.9) 13.2 130.2 11.2 380.2 Condensed Cash Flow Information Increase (decrease) March 28, 2021 March 29, 2020 As previously reported $ 70.2 Adjustments $ 0.1 Restated $ 70.3 As previously reported $ 151.7 Adjustments $ (3.7) Restated $ 148.0 84.6 15.8 102.5 (5.1) (7.2) — 2.0 5.1 77.4 15.8 104.5 — 63.1 12.0 (130.6) (17.0) (6.0) (1.3) — 11.0 57.1 10.7 (130.6) (6.0) Net income Depreciation and amortization Income tax expense Changes in non-cash items Investment in intangible assets Interest Rate Benchmark Reform In August 2020, the IASB issued “Interest Rate Benchmark Reform – Phase II (amendments to IFRS 9, Financial Instruments; IFRS 7, Financial Instruments: Disclosures; IAS 39, Financial Instruments: Recognition and Measurement; IFRS 4, Insurance Contracts and IFRS 16, Leases)”, which addresses issues that affect financial reporting once an existing benchmark rate is replaced with an alternative rate and provides specific disclosure requirements. The amendments introduce a practical expedient for modifications required by the Interbank Offer Rate (“IBOR”) reform. The amendments relate to the modification of financial instruments where the basis for determining the contractual cash flows changes as a result of the IBOR reform, allowing for prospective application of the alternative rate. A similar practical expedient exists for lessee accounting under IFRS 16. It also relates to the application of hedge accounting, which is not discontinued solely because of the IBOR reform. Hedging relationships, including formal designation and documentation, must be amended to reflect modifications to the hedged item, however, the practical expedient allows the hedge relationship to continue, although additional ineffectiveness may be required. The amendments are effective for annual reporting periods beginning on or after January 1, 2021. A broader market-wide initiative is underway to transition the various IBOR based on rates in use to alternative reference rates. The Company’s term loan F-27 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) facility at a net book value of $370.0m, will be impacted by the IBOR reform. As such, the reformed IFRS guidance has been adopted, however, accounting under the adopted standard will take place once IBOR related arrangements are modified, which constitutes as an accounting event. As no accounting events have occurred to date, the Company has determined there is no financial reporting impact as of April 3, 2022. The Company is in discussions with its lenders and is currently determining if any modifications will meet the requirements for the application of the practical expedient. Note 5. Segment information The Company has three reportable operating segments: DTC, Wholesale, and Other. The Company measures each reportable operating segment’s performance based on revenue and segment operating income, which is the profit metric utilized by the Company’s chief operating decision maker, the Chairman and Chief Executive Officer, for assessing the performance of operating segments. Our operating segments are not reliant on any single external customer. The Company does not report total assets or total liabilities based on its reportable operating segments. Revenue Cost of sales Gross profit SG&A expenses Operating income (loss) Net interest, finance and other costs Income before income taxes Revenue Cost of sales Gross profit (loss) SG&A expenses Operating income (loss) Net interest, finance and other costs Income before income taxes Other $ 9.5 5.4 4.1 291.7 (287.6) Year ended April 3, 2022 Total $ 1,098.4 364.8 733.6 576.9 156.7 39.0 117.7 Other $ 54.3 55.1 (0.8) 219.4 (220.2) Year ended March 28, 2021 Total $ 903.7 349.7 554.0 437.0 117.0 30.9 86.1 Wholesale $ 348.5 182.0 166.5 55.3 111.2 Wholesale $ 322.2 169.8 152.4 48.1 104.3 DTC $ 740.4 177.4 563.0 229.9 333.1 DTC $ 527.2 124.8 402.4 169.5 232.9 F-28 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) Revenue Cost of sales Gross profit SG&A expenses Operating income (loss) Net interest, finance and other costs Income before income taxes Geographic information DTC $ 525.0 130.0 395.0 147.4 247.6 Wholesale $ 424.0 226.2 197.8 52.7 145.1 Other $ 9.1 8.6 0.5 206.1 (205.6) Year ended March 29, 2020 Total $ 958.1 364.8 593.3 406.2 187.1 28.4 158.7 The Company determines the geographic location of revenue based on the location of its customers. April 3, 2022 $ 219.2 303.7 328.6 246.9 1,098.4 March 28, 2021 $ 217.7 226.1 264.0 195.9 903.7 Year ended March 29, 2020 $ 293.1 279.0 203.6 182.4 958.1 April 3, 2022 $ 35.6 (0.4) 35.2 (11.9) — (0.2) (12.1) 23.1 March 28, 2021 $ 18.5 2.4 20.9 Year ended March 29, 2020 $ 39.2 (0.3) 38.9 (3.3) (0.1) (1.7) (5.1) 15.8 (30.7) 2.5 — (28.2) 10.7 Canada United States Asia Pacific EMEA (1) Revenue (1) EMEA comprises Europe, the Middle East, Africa, and Latin America. Note 6. Income taxes The components of the provision for income tax are as follows: Current income tax expense Current period Adjustment in respect of prior periods Deferred income tax (recovery) expense Origination and reversal of temporary differences Effect of change in income tax rates Adjustment in respect of prior periods Income tax expense F-29 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) The effective income tax rates differ from the weighted average basic Canadian federal and provincial statutory income tax rates for the following reasons: April 3, 2022 $ 117.7 25.36 % 29.8 (0.8) 2.9 (14.6) 0.2 — 0.1 6.1 (0.6) 23.1 March 28, 2021 $ 86.1 25.42 % 21.9 0.1 2.2 (8.9) 0.3 — (0.1) — 0.3 15.8 Year ended March 29, 2020 $ 158.7 25.47 % 40.4 0.4 1.8 (11.8) 0.9 (23.1) 2.5 — (0.4) 10.7 Income before income taxes Income tax at expected statutory rate Non-deductible (taxable) items Non-deductible stock option expense Effect of foreign tax rates Non-deductible (taxable) foreign exchange loss Change in tax law related to Swiss tax reform Change in tax rates Change in deferred tax asset not recognized Other items Income tax expense F-30 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) The change in the year in the components of deferred tax assets and liabilities are as follows: March 28, 2021 Net income $ (0.5) $ 9.3 Foreign exchange translation $ (0.2) Change in the year affecting Equity $ — Other comprehensive income $ — April 3, 2022 $ 8.6 Losses carried forward Employee future benefits Other liabilities Inventory capitalization Capital lease Tax relief from Swiss tax reform Unrealized profit in inventory Provisions and other temporary differences Total deferred tax asset Unrealized foreign exchange Intangible assets Property, plant and equipment Total deferred tax liabilities Net deferred tax assets (liabilities) 0.2 3.7 3.3 5.6 20.3 15.1 6.8 64.3 (1.3) (18.9) (11.1) (31.3) 33.0 — 2.8 1.5 2.5 (7.1) 10.1 0.6 9.9 0.1 0.5 1.6 2.2 — 0.1 — (0.1) (1.4) (0.2) — (1.8) — — — — — (0.2) — — — — — (0.2) — — — — 12.1 (1.8) (0.2) — — — — — — — — (5.7) — — (5.7) (5.7) The change in deferred tax assets and liabilities as presented in the statement of financial position are as follows: March 28, 2021 $ 48.4 (15.4) 33.0 Adjustments Net income $ $ — — — 6.7 5.4 12.1 Foreign exchange translation $ (1.9) 0.1 (1.8) Changes in the year affecting Equity $ Other comprehensive income $ — (0.2) (0.2) — (5.7) (5.7) Deferred tax assets Deferred tax liabilities F-31 0.2 6.4 4.8 8.0 11.8 25.0 7.4 72.2 (6.9) (18.4) (9.5) (34.8) 37.4 April 3, 2022 $ 53.2 (15.8) 37.4 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) Available deferred income tax assets related to non-capital losses and Swiss tax relief in the amount of $1.6m and $24.6m, respectively, were not recognized as it is not probable that future taxable income will be available to the Company to utilize the benefits. The corporate entities within Canada Goose have the following tax-loss carry-forwards that are expected to expire in the following years, if not utilized. 2038 and prior 2039 2040 2041 2042 2043 and thereafter $ 2.0 2.6 8.5 8.8 8.2 9.4 39.5 The Company does not recognize tax on unremitted earnings from foreign subsidiaries as it is management’s intent to reinvest these earnings indefinitely. Unremitted earnings from foreign subsidiaries were $356.4m as at April 3, 2022 (March 28, 2021 - $243.3m, March 29, 2020 - $214.3m). As at April 3, 2022, in addition to the amount charged to profit or loss and other comprehensive income, a tax recovery of $nil (March 28, 2021 - $nil, March 29, 2020 - less than $0.1m) was recognized directly in equity related to excess tax deductions on share-based payments for stock options exercised. Tax expense of $0.2m was reversed out of equity related to reduction of expected tax deductions on issuance of RSU. F-32 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) Note 7. Earnings per share The following table presents details for the calculation of basic and diluted earnings per share: Net income Weighted average number of multiple and subordinate voting shares outstanding Weighted average number of shares on exercise of stock options and RSUs Diluted weighted average number of multiple and subordinate voting shares outstanding Earnings per share (1) April 3, 2022 $ 94.6 March 28, 2021 $ 70.3 Year ended March 29, 2020 $ 148.0 108,296,802 110,261,600 109,892,031 857,919 850,573 1,276,757 109,154,721 111,112,173 111,168,788 Basic Diluted $ $ 0.87 $ 0.87 $ 0.64 $ 0.63 $ 1.35 1.33 (1) Applicable if dilutive and when the weighted average daily closing share price for the year was greater than the exercise price for stock options. As at April 3, 2022, there were 1,475,545 stock options (March 28, 2021 - 914,961 shares, March 29, 2020 - 630,374 shares) that were not taken into account in the calculation of diluted earnings per share because their effect was anti-dilutive. Note 8. Trade receivables Trade accounts receivable Credit card receivables Government grant receivable Other receivables Less: expected credit loss and sales allowances Trade receivables, net F-33 April 3, 2022 $ 22.0 2.5 — 19.3 43.8 (1.1) 42.7 March 28, 2021 $ 21.9 2.1 4.4 14.3 42.7 (1.8) 40.9 Balance at the beginning of the year Losses recognized Amounts settled or written off during the year Balance at the end of the year Note 9. Inventories Raw materials Work in progress Finished goods Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) The following are the continuities of the Company’s expected credit loss and sales allowances deducted from trade receivables: April 3, 2022 Expected credit loss $ Sales allowances $ (0.5) — 0.2 (0.3) (1.3) (0.5) 1.0 (0.8) Total $ (1.8) (0.5) 1.2 (1.1) Expected credit loss $ March 28, 2021 Sales allowances $ Total $ (0.5) (0.1) 0.1 (0.5) (1.3) (2.4) 2.4 (1.3) (1.8) (2.5) 2.5 (1.8) April 3, 2022 $ 71.3 14.9 307.1 393.3 March 28, 2021 $ 63.8 18.6 259.9 342.3 Total inventories at the lower of cost and net realizable value Inventories are written down to net realizable value when the cost of inventories is estimated to be unrecoverable due to obsolescence, damage, or declining rate of sale. As at April 3, 2022, the provisions for obsolescence amounted to $23.6m (March 28, 2021 - $23.4m). Amounts charged to cost of sales comprise the following: Cost of goods manufactured Depreciation and amortization included in costs of sales April 3, 2022 $ 350.1 14.7 364.8 March 28, 2021 $ 334.9 14.8 349.7 Year ended March 29, 2020 $ 352.4 12.4 364.8 F-34 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) Note 10. Property, plant and equipment The following table presents changes in the cost and the accumulated depreciation on the Company’s property, plant and equipment: Cost March 29, 2020 Additions Disposals Transfers Impact of foreign currency translation March 28, 2021 Additions Disposals Transfers Impact of foreign currency translation April 3, 2022 Accumulated depreciation March 29, 2020 Depreciation Disposals Impact of foreign currency translation March 28, 2021 Depreciation Disposals Impairment losses (Note 1) Impact of foreign currency translation April 3, 2022 Net book value March 28, 2021 April 3, 2022 Plant equipment $ 26.6 0.7 (0.2) 2.0 Computer equipment $ 8.7 1.5 (0.1) 0.8 Leasehold improvements $ 82.4 5.0 (1.0) 19.0 Show displays $ 10.2 0.3 (1.0) 0.4 Furniture and fixtures $ 25.5 2.4 (0.1) 4.0 In progress $ 8.9 20.9 — (26.2) — 29.1 0.1 (0.2) 1.9 — 30.9 (0.2) 10.7 1.5 (0.1) 0.8 (0.1) 12.8 (3.3) 102.1 6.2 — 18.1 (1.3) 125.1 (0.5) 9.4 — — 0.2 (0.2) 9.4 (1.0) 30.8 2.4 (0.1) 1.9 (0.2) 34.8 (0.3) 3.3 23.5 (0.1) (22.9) 0.3 4.1 Plant equipment Computer equipment Leasehold improvements Show displays Furniture and fixtures In progress $ 6.3 2.8 (0.1) — 9.0 3.1 — — — 12.1 20.1 18.8 $ 4.3 2.6 (0.1) — 6.8 2.7 (0.1) — (0.1) 9.3 3.9 3.5 $ 21.8 13.5 (0.9) (1.2) 33.2 19.2 — 1.6 (0.1) 53.9 68.9 71.2 $ 6.0 1.6 (1.0) (0.3) 6.3 1.1 — — (0.1) 7.3 3.1 2.1 $ 8.8 5.3 (0.1) (0.4) 13.6 6.9 — — (0.2) 20.3 17.2 14.5 $ — — — — — — — — — — 3.3 4.1 Total $ 162.3 30.8 (2.4) — (5.3) 185.4 33.7 (0.5) — (1.5) 217.1 Total $ 47.2 25.8 (2.2) (1.9) 68.9 33.0 (0.1) 1.6 (0.5) 102.9 116.5 114.2 F-35 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) Note 11. Intangible assets Intangible assets comprise the following: Intangible assets with finite lives Intangible assets with indefinite lives: (1) Brand name Domain name April 3, 2022 $ 6.4 115.5 0.3 122.2 March 28, 2021 $ 9.0 115.5 0.3 124.8 (1) Retrospective application is required for accounting policy changes and comparative financial information was restated in these consolidated financial statements (note 4). The following table presents the changes in cost and accumulated amortization of the Company’s intangible assets with finite lives: Cost March 29, 2020 Additions Impact of foreign currency translation March 28, 2021 Additions April 3, 2022 Accumulated amortization March 29, 2020 Amortization Impact of foreign currency translation March 28, 2021 Amortization April 3, 2022 Net book value March 28, 2021 April 3, 2022 Software $ 5.7 — (0.1) 5.6 2.9 8.5 Software $ 1.3 1.0 (0.1) 2.2 1.4 3.6 3.4 4.9 Intellectual property $ 17.9 0.1 (0.1) 17.9 0.3 18.2 Intangible assets with finite lives Total $ 23.6 0.1 (0.2) 23.5 3.2 26.7 Intellectual property $ 7.0 5.3 — 12.3 4.4 16.7 5.6 1.5 Total $ 8.3 6.3 (0.1) 14.5 5.8 20.3 9.0 6.4 Intellectual property consists of product development costs, acquired technology, and patents and trademarks. F-36 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) Indefinite life intangible assets Indefinite life intangible assets recorded by the Company are comprised of the Canada Goose and Baffin brand names and domain name associated with the Company’s website. The Company expects to renew the registration of the brand names and domain names at each expiry date indefinitely, and expects these assets to generate economic benefit in perpetuity. As such, the Company assessed these intangibles to have indefinite useful lives. The Company completed its annual impairment tests for the years ended April 3, 2022 and March 28, 2021 for indefinite life intangible assets and concluded that there was no impairment. Key Assumptions The key assumptions used to calculate the value-in-use (VIU) are consistent with the assumptions used to calculate VIU for goodwill (note 13). Note 12. Leases Right-of-use assets The following table presents changes in the cost and the accumulated depreciation of the Company’s right-of-use assets: Cost March 29, 2020 Additions Lease modifications Derecognition on termination Impact of foreign currency translation March 28, 2021 Additions Lease modifications Impact of foreign currency translation April 3, 2022 Retail stores $ 191.5 75.7 0.6 (2.3) (12.2) 253.3 49.4 0.5 (6.9) 296.3 Manufacturing facilities $ 36.6 0.1 — — — 36.7 — — — 36.7 Other $ 18.0 3.1 (1.5) — (1.2) 18.4 0.4 (1.2) (0.2) 17.4 Total $ 246.1 78.9 (0.9) (2.3) (13.4) 308.4 49.8 (0.7) (7.1) 350.4 F-37 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) Accumulated depreciation March 29, 2020 Depreciation Derecognition on termination Impact of foreign currency translation March 28, 2021 Depreciation Impairment losses (Note 1) Impact of foreign currency translation April 3, 2022 Net book value March 28, 2021 April 3, 2022 Lease liabilities Retail stores $ 26.8 36.7 (2.3) (2.4) 58.8 47.3 6.1 (2.1) 110.1 Manufacturing facilities $ 4.8 5.1 — — 9.9 5.3 — — 15.2 194.5 186.2 26.8 21.5 The following table presents the changes in the Company's lease liabilities: March 29, 2020 Additions Lease modifications Principal payments Impact of foreign currency translation March 28, 2021 Additions Lease modifications Principal payments Impact of foreign currency translation April 3, 2022 Retail stores $ 176.3 74.8 1.1 (30.6) (10.6) 211.0 48.4 0.5 (37.5) (5.2) 217.2 Manufacturing facilities $ 34.7 — — (4.8) — 29.9 — — (5.1) — 24.8 F-38 Other $ 2.7 3.5 — (0.2) 6.0 4.0 — (0.1) 9.9 12.4 7.5 Other $ 16.9 3.0 (1.3) (3.4) (1.3) 13.9 0.4 (1.2) (4.3) (0.1) 8.7 Total $ 34.3 45.3 (2.3) (2.6) 74.7 56.6 6.1 (2.2) 135.2 233.7 215.2 Total $ 227.9 77.8 (0.2) (38.8) (11.9) 254.8 48.8 (0.7) (46.9) (5.3) 250.7 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) Lease liabilities are classified as current and non-current liabilities as follows: Current lease liabilities Non-current lease liabilities March 28, 2021 Current lease liabilities Non-current lease liabilities April 3, 2022 Retail stores $ 36.2 174.8 211.0 49.7 167.5 217.2 Manufacturing facilities $ 5.1 24.8 29.9 5.8 19.0 24.8 Other $ 3.9 10.0 13.9 3.0 5.7 8.7 Total $ 45.2 209.6 254.8 58.5 192.2 250.7 Leases of low-value assets and short-term leases are not included in the calculation of lease liabilities. These lease expenses are recognized in cost of sales or SG&A expenses on a straight-line or other systematic basis. In the year ended April 3, 2022, $21.5m (March 28, 2021 - $19.5m, March 29, 2020 - $17.5m) of lease payments were not included in the measurement of lease liabilities. The majority of this balance related to short-term leases and variable rent payments. F-39 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) Note 13. Goodwill In the year ended April 3, 2022, goodwill arising from business combinations is $53.1m (March 28, 2021 - $53.1m). The Company has determined there to be ten CGUs (March 28, 2021 - seven CGUs) for which goodwill and intangible assets are tested for impairment. The change in the number of CGUs from the comparative period is the result of a realignment in geographical responsibilities. The Company completed its annual impairment tests and concluded that there was no impairment in the years ended April 3, 2022 and March 28, 2021. The following table outlines the goodwill allocation for the applicable CGUs for the current year: DTC - Retail DTC - e-Commerce Wholesale Goodwill North America $ 11.7 6.6 5.7 24.0 Asia Pacific $ 9.8 2.6 3.6 16.0 EMEA (1) $ 4.3 2.8 6.0 13.1 April 3, 2022 Total $ 25.8 12.0 15.3 53.1 (1) EMEA comprises Europe, the Middle East, Africa, and Latin America. Goodwill from the comparative year was allocated to CGUs in line with the geographical responsibilities applicable at the time. The Rest of World CGU from the comparative year has been broken out into the Asia Pacific and EMEA CGUs. Goodwill was allocated in the comparative year as follows: DTC - Retail DTC - e-Commerce Wholesale Goodwill Key Assumptions North America $ 8.7 7.5 6.9 23.1 Rest of World $ 13.6 6.1 10.3 30.0 March 28, 2021 Total $ 22.3 13.6 17.2 53.1 The key assumptions used to calculate the VIU are those regarding discount rate, revenue and gross margin growth rates, sales channel mix, and growth in SG&A expenses. These assumptions are considered to be Level 3 in the fair value hierarchy. The goodwill impairment tests resulted in excess of recoverable value over carrying value of at least 65.8% for each CGU. Because the VIU amount exceeds the asset’s carrying amount, the asset is not impaired and the fair value less costs of disposition has not been calculated. Cash flow projections were discounted using the Company’s weighted average cost of capital, determined to be 11.14% (March 28, 2021 - 10.80%) based on a risk-free rate, an equity risk premium adjusted for betas of comparable publicly traded companies, an unsystematic risk premium, country risk premium, country-specific risk premium, a cost of debt based on comparable corporate bond yields and the capital structure of the Company. F-40 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) Note 14. Accounts payables and accrued liabilities Accounts payable and accrued liabilities consist of the following: Trade payables Accrued liabilities Employee benefits Derivative financial instruments Other payables Accounts payable and accrued liabilities Note 15. Provisions April 3, 2022 $ 63.9 67.0 26.5 10.4 8.4 176.2 March 28, 2021 $ 78.9 49.9 28.3 8.8 11.9 177.8 Provisions consist primarily of amounts recorded with respect to customer warranty obligations, terminations of sales agents and distributors, sales returns, and asset retirement obligations. The provision for warranty claims represents the present value of management’s best estimate of the future outflow of economic resources that will be required to meet the Company’s obligations for warranties upon the sale of goods, which may include repair or replacement of previously sold products. The estimate has been made on the basis of historical warranty trends and may vary as a result of new materials, altered manufacturing processes, customer behaviour and expectations, or other events affecting product quality and production. The sales contract provision relates to management’s estimated cost of the departure of certain third-party dealers and distributors. Sales returns relate primarily to goods sold through the DTC segment which have a limited right of return (typically within 30 days), or exchange only, in certain jurisdictions. Asset retirement obligations relate to legal obligations associated with the retirement of tangible long-lived assets, primarily for leasehold improvements that the Company is contractually obligated to remove at the end of the lease term. The Company recognizes the liability when such obligations are incurred. The fair value of the liability is estimated based on a number of assumptions requiring management’s judgment, including closing costs and inflation rates, and is accreted to its projected future value over time. F-41 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) March 29, 2020 Additional provisions recognized Reductions resulting from settlement Release of provisions Other March 28, 2021 Additional provisions recognized Reductions resulting from settlement Release of provisions Other April 3, 2022 Warranty Sales returns $ 10.7 8.5 (4.7) — (0.8) 13.7 15.1 (14.4) (1.2) (0.3) 12.9 $ 19.4 13.2 (6.2) — — 26.4 10.0 (7.2) — — 29.2 Asset retirement obligations $ 3.9 1.8 — — (0.2) 5.5 2.2 — — — 7.7 Others $ 3.0 1.7 (1.7) (3.0) — — — — — — — Total $ 37.0 25.2 (12.6) (3.0) (1.0) 45.6 27.3 (21.6) (1.2) (0.3) 49.8 For the year ended March 28, 2021, the Company recognized a net restructuring cost of $1.7m, associated with the May 20, 2020 reorganization to address the impact of COVID-19 pandemic. The provision primarily consisted of employee severance costs which included obligations related to ongoing payments. This was recorded in net interest, finance and other costs in the statement of income. At March 28, 2021, all amounts were paid related to these costs. Provisions are classified as current and non-current liabilities based on management’s expectation of the timing of settlement, as follows: Current provisions Non-current provisions Note 16. Borrowings Revolving facility April 3, 2022 $ 18.5 31.3 49.8 March 28, 2021 $ 20.0 25.6 45.6 The Company has an agreement with a syndicate of lenders for a senior secured asset-based credit facility consisting of a revolving credit facility in the amount of $467.5m, with an increase in commitments to $517.5m during the peak season (June 1 - November 30). The revolving facility matures on June 3, 2024. Amounts owing under the revolving facility may be borrowed, repaid and re-borrowed for general corporate purposes. The Company has pledged substantially all of its assets as collateral for the revolving facility. The revolving facility contains financial and non-financial covenants which could impact the Company’s ability to draw funds. F-42 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) The revolving facility has multiple interest rate charge options that are based on the Canadian prime rate, Banker's Acceptance rate, the lenders' Alternate Base Rate, European Base Rate, LIBOR rate, or EURIBOR rate plus an applicable margin, with interest payable the earlier of quarterly or at the end of the then current interest period (whichever is earlier). As at April 3, 2022, the Company had repaid all principal amounts owing on the revolving facility (March 28, 2021 - $nil). As at April 3, 2022, interest and administrative fees for $0.5m remain outstanding. Deferred financing charges in the amounts of $0.9m (March 28, 2021 - $1.7m), were included in other long-term liabilities. As at and during the year ended April 3, 2022, the Company was in compliance with all covenants. The Company had unused borrowing capacity available under the revolving facility of $191.8m as at April 3, 2022 (March 28, 2021 - $181.2m). The Company had a first-in, last-out facility included in the revolving facility in the amount of $50.0m which matured on May 25, 2021. No amounts were outstanding at the time of maturity and the first-in, last-out facility has not been renewed. As the facility was not renewed, at the time of maturity the deferred financing costs of $0.4m were written off to the statement of income. The revolving credit commitment also includes a letter of credit commitment in the amount of $25.0m, with a $5.0m sub- commitment for letters of credit issued in a currency other than Canadian dollars, U.S. dollars, euros or British pounds sterling, and a swingline commitment for $25.0m. As at April 3, 2022, the Company had letters of credit outstanding under the revolving facility of $4.6m (March 28, 2021 - $5.0m). Term loan The Company has a senior secured loan agreement with a syndicate of lenders that is secured on a split collateral basis alongside the revolving facility. As a result of the Refinancing Amendment which took place on October 7, 2020, the aggregate principal amount owing increased to US$300.0m from US$113.8m. On April 9, 2021, the Company entered into an agreement with its lenders to reprice its term loan, referred to as the Repricing Amendment and Fifth Amendment to Credit Agreement ("Repricing Amendment"). The Repricing Amendment decreases the interest to a rate of LIBOR plus an applicable margin of 3.50% from LIBOR plus an applicable margin of 4.25%, payable quarterly in arrears. The Company elected to account for the Repricing Amendment as a debt extinguishment and re-borrowing of the loan amount. As a result, the acceleration of unamortized costs of $9.5m was included in net interest, finance and other costs in the statement of income. In connection with the Repricing Amendment, the Company incurred transaction costs of $0.9m which are being amortized using the effective interest rate method over the new term to maturity. As a result of the Repricing Amendment, there were no changes to the following terms from the existing term loan: a) the aggregate principal amount of US$300.0m; b) the maturity date of October 7, 2027; c) LIBOR may not be less than 0.75%, and d) US$0.75m on the principal amount is repayable quarterly. The Repricing Amendment had no impact on the existing derivative contracts entered into on October 30, 2020. F-43 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) Voluntary prepayments of amounts owing under the term loan may be made at any time without premium or penalty but once repaid may not be reborrowed. The Company began quarterly repayments of US$0.75m on the principal amount during the first quarter ended June 27, 2021. As at April 3, 2022, the Company had US$296.3m (March 28, 2021 - US$300.0m) aggregate principal amount outstanding under the term loan. The Company has pledged substantially all of its assets as collateral for the term loan. The term loan contains financial and non-financial covenants which could impact the Company’s ability to draw funds. As at and during the year ended April 3, 2022, the Company was in compliance with all covenants. As the term loan is denominated in U.S. dollars, the Company remeasures the outstanding balance plus accrued interest at each balance sheet date. The amount outstanding with respect to the term loan is as follows: Term loan Unamortized portion of deferred transaction costs Original issue discount Mainland China Facilities April 3, 2022 $ 370.8 (0.8) — 370.0 March 28, 2021 $ 377.3 (5.8) (3.7) 367.8 A subsidiary of the Company in Mainland China has two uncommitted loan facilities in the aggregate amount of RMB 310.0m ("Mainland China Facilities"). The term of each draw on the loans is one, three or six months or such other period as agreed upon and shall not exceed twelve months (including any extension or rollover). The interest rate on each facility is equal to loan prime rate of 1 year, plus 0.15% per annum, and payable at one, three or six months, depending on the term of each draw. Proceeds drawn on the Mainland China Facilities are being used to support working capital requirements and build up of inventory for peak season sales. As at April 3, 2022, the Company had no amounts owing on the Mainland China Facilities (March 28, 2021 - $nil). Short-term borrowings As at April 3, 2022, the Company has short-term borrowings in the amount of $3.8m. Short-term borrowings are the quarterly principal repayments on the term loan of $3.8m (March 28, 2021 - $nil). Short-term borrowings are all due within the next 12 months. F-44 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) Net interest, finance and other costs consist of the following: Interest expense Mainland China Facilities Revolving facility Term loan Lease liabilities Standby fees Acceleration of unamortized costs on debt extinguishment Interest income Other costs Net interest, finance and other costs Note 17. Shareholders’ equity The authorized and issued share capital of the Company are as follows: Authorized April 3, 2022 $ March 28, 2021 $ Year ended March 29, 2020 $ 0.4 1.8 17.4 9.1 0.9 9.5 (0.4) 0.3 39.0 0.2 3.1 14.4 9.5 1.4 1.1 (0.7) 1.9 30.9 0.2 3.7 8.7 8.4 0.8 7.0 (0.4) — 28.4 The authorized share capital of the Company consists of an unlimited number of subordinate voting shares without par value, an unlimited number of multiple voting shares without par value, and an unlimited number of preferred shares without par value, issuable in series. Issued Multiple voting shares - Holders of the multiple voting shares are entitled to 10 votes per multiple voting share. Multiple voting shares are convertible at any time at the option of the holder into one subordinate voting share. The multiple voting shares will automatically be converted into subordinate voting shares when they cease to be owned by one of the principal shareholders. In addition, the multiple voting shares of either of the principal shareholders will automatically be converted to subordinate voting shares at such time as the beneficial ownership of that shareholder falls below 15% of the outstanding subordinate voting shares and multiple voting shares outstanding, or additionally, in the case of DTR, when the current Chairman and Chief Executive Officer no longer serves as a director of the Company or in a senior management position. Subordinate voting shares - Holders of the subordinate voting shares are entitled to one vote per subordinate voting share. The rights of the subordinate voting shares and the multiple voting shares are substantially identical, except for voting and conversion. Subject to the prior rights of any preferred shares, the holders of subordinate and multiple voting shares participate equally in any dividends declared and share equally in any distribution of assets on liquidation, dissolution, or winding up. F-45 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) Share capital transactions for the year ended April 3, 2022 Normal course issuer bid The Board of Directors has authorized the Company to initiate a normal course issuer bid ("NCIB"), in accordance with the requirements of the Toronto Stock Exchange, to purchase up to 5,943,239 subordinate voting shares over the 12-month period from August 20, 2021 to August 19, 2022. Purchased subordinate voting shares will be cancelled. Further, the Board of Directors has authorized the Company to initiate an automatic share purchase plan ("ASPP") under which a designated broker may purchase subordinate voting shares under the NCIB during the regularly scheduled quarterly trading blackout period. The repurchases made under the ASPP will be made in accordance with certain purchasing parameters and will continue until the earlier of the date in which the Company has acquired the maximum limit of subordinate voting shares pursuant to the ASPP or upon the date of expiry of the NCIB. During the year ended April 3, 2022, the Company purchased 5,636,763 subordinate voting shares for cancellation for total cash consideration of $253.2m. The amount to purchase the subordinate voting shares has been charged to share capital, with the remaining $241.3m charged to retained earnings. The transactions affecting the issued and outstanding share capital of the Company are described below: March 28, 2021 Purchase of subordinate voting shares Exercise of stock options Settlement of RSUs April 3, 2022 Multiple voting shares $ 1.4 — — — 1.4 Number 51,004,076 — — — 51,004,076 Subordinate voting shares $ 119.1 (11.9) 9.9 — 117.1 Number 59,435,079 (5,636,763) 342,148 49,968 54,190,432 Number 110,439,155 (5,636,763) 342,148 49,968 105,194,508 Share capital transactions for the year ended March 28, 2021 The transactions affecting the issued and outstanding share capital of the Company are described below: March 29, 2020 Exercise of stock options Settlement of RSUs March 28, 2021 Multiple voting shares $ 1.4 — — 1.4 Number 51,004,076 — — 51,004,076 Subordinate voting shares $ 113.3 5.8 — 119.1 Number 58,999,182 422,511 13,386 59,435,079 Number 110,003,258 422,511 13,386 110,439,155 Total $ 120.5 (11.9) 9.9 — 118.5 Total $ 114.7 5.8 — 120.5 F-46 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) Share capital transactions for the year ended March 29, 2020 Normal course issuer bid The Board of Directors authorized the Company to initiate a NCIB, in accordance with the requirements of the Toronto Stock Exchange, to purchase up to 1,600,000 subordinate voting shares over the 12-month period from May 31, 2019 to May 30, 2020. Purchased subordinate voting shares will be cancelled. During the year ended March 29, 2020, the Company purchased 853,500 shares for cancellation at an average price per share of $45.35 for total cash consideration of $38.7m. The amount paid to purchase subordinate voting shares has been charged to share capital at the average share capital amount per share outstanding of $1.6m, with the remaining $37.1m charged to retained earnings. The transactions affecting the issued and outstanding share capital of the Company are described below: Multiple voting shares $ 1.4 — Number 51,004,076 — Subordinate voting shares $ 111.2 (38.7) Number 59,106,998 (853,500) — — — 51,004,076 — — — 1.4 — 742,134 3,550 58,999,182 37.1 3.7 — 113.3 Number 110,111,074 (853,500) — 742,134 3,550 110,003,258 Total $ 112.6 (38.7) 37.1 3.7 — 114.7 March 31, 2019 Purchase of subordinate voting shares Exercise of purchase price over average share capital amount Exercise of stock options Settlement of RSUs March 29, 2020 Note 18. Share-based payments Stock options The Company has issued stock options to purchase subordinate voting shares under its incentive plans, prior to the public share offering on March 21, 2017, the Legacy Plan, and subsequently, the Omnibus Plan. All options are issued at an exercise price that is not less than market value at the time of grant and expire ten years after the grant date. Legacy Plan Under the terms of the Legacy Plan, options were granted to certain executives of the Company which are exercisable to purchase subordinate voting shares. The options vest contingent upon meeting the service, performance goals and exit event conditions of the Legacy Plan. No new options will be issued under the Legacy Plan. a) Service-vested options Service-vested options are subject to the executive’s continuing employment and generally are scheduled to vest 40% on the second anniversary of the date of grant, 20% on the third anniversary, 20% on the fourth anniversary and 20% on the fifth anniversary. F-47 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) b) Performance-vested and exit event options Performance-vested options that are tied to an exit event are eligible to vest pro rata on the same schedule as service- vested options, but do not vest until the exit event has occurred. All exit event conditions have been met, and no outstanding options are subject to exit event conditions. Other performance-vested options vest based on measurable performance targets that do not involve an exit event. Performance-vested options are subject to the executive’s continued employment. Omnibus Plan Under the terms of the Omnibus Plan, options are granted to certain employees of the Company which are exercisable to purchase subordinate voting shares. The options vest over four years contingent upon meeting the service conditions of the Omnibus Plan, 25% on each anniversary of the date of grant. Stock option transactions are as follows: April 3, 2022 Year ended March 28, 2021 Options outstanding, beginning of period Granted to purchase shares Exercised Cancelled Options outstanding, end of period Weighted average exercise price 38.32 $ 48.92 $ 20.73 $ 44.94 $ $ 42.99 F-48 Number of shares 2,498,973 $ 739,420 $ (342,148) $ (173,555) $ 2,722,690 $ Weighted average exercise price 32.97 37.19 9.42 48.44 38.32 Number of shares 1,794,377 1,244,975 (422,511) (117,868) 2,498,973 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) The following table summarizes information about stock options outstanding and exercisable at April 3, 2022: Exercise price $0.02 $0.25 $1.79 $4.62 $8.94 $23.64 $30.73 $31.79 $33.97 $45.34 $46.38 $48.21 $48.93 $50.00 $63.03 $83.53 Options Outstanding Weighted average remaining life in years 2.0 2.4 2.9 4.0 4.8 5.4 5.2 5.6 8.2 7.2 7.6 9.4 9.2 8.2 7.0 6.2 7.5 Number 62,271 55,248 44,307 22,221 124,444 42,576 48,730 35,622 755,909 47,244 8,573 11,045 662,875 250,000 373,674 177,951 2,722,690 F-49 Options Exercisable Weighted average remaining life in years 2.0 2.4 2.9 4.0 4.8 5.4 5.2 5.6 8.2 7.2 7.6 0.0 0.0 8.2 7.0 6.2 5.9 Number 62,271 55,248 44,307 22,221 124,444 42,576 48,730 35,622 100,380 19,605 2,857 — — 62,500 280,246 133,451 1,034,458 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) Restricted share units Under the Omnibus Plan, the Company has granted RSUs to employees of the Company. The RSUs are treated as equity instruments for accounting purposes. We expect that vested RSUs will be paid at settlement through the issuance of one subordinate voting share per RSU. The RSUs vest over a period of three years, a third on each anniversary of the date of grant. RSUs transactions are as follows: RSUs outstanding, beginning of period Granted Settled Cancelled RSUs outstanding, end of period April 3, 2022 Number 137,117 152,320 (49,968) (23,879) 215,590 Year ended March 28, 2021 Number 39,432 119,758 (13,386) (8,687) 137,117 Subordinate voting shares, to a maximum of 3,008,686 shares, have been reserved for issuance under equity incentive plans to select employees of the Company, with vesting contingent upon meeting the service, performance goals and other conditions of the Plan. Accounting for share-based awards For the year ended April 3, 2022, the Company recorded $14.0m as contributed surplus and compensation expense for stock options and RSUs (March 28, 2021 - $11.3m, March 29, 2020 - $7.8m). Share-based compensation expense is included in SG&A expenses. The assumptions used to measure the fair value of options granted under the Black-Scholes option pricing model at the grant date were as follows: Weighted average stock price valuation Weighted average exercise price Risk-free interest rate Expected life in years Expected dividend yield Volatility Weighted average fair value of options issued April 3, 2022 48.92 48.92 $ $ 0.44 % 5 — % 40 % 14.36 $ Year ended March 28, 2021 37.19 37.19 0.32 % 5 — % 40 % 9.90 $ $ $ F-50 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) Note 19. Related party transactions The Company enters into transactions from time to time with its principal shareholders and organizations affiliated with members of the Board of Directors by incurring expenses for business services. During the year ended April 3, 2022, the Company incurred expenses with related parties of $1.7m (March 28, 2021 - $1.2m, March 29, 2020 - $1.7m) from companies related to certain shareholders. Net balances owing to related parties as at April 3, 2022 were $0.3m (March 28, 2021 - $0.3m). A lease liability due to the previous controlling shareholder of the acquired Baffin Inc. business (the "Baffin Vendor") for leased premises was $3.8m as at April 3, 2022 (March 28, 2021 - $4.6m). During the year ended April 3, 2022, the Company paid principal and interest on the lease liability, net of rent concessions, and other operating costs to entities affiliated with the Baffin Vendor totaling $1.4m (March 28, 2021 - $1.2m, March 29, 2020 - $1.4m). No amounts were owing to Baffin entities as at April 3, 2022 and March 28, 2021. Terms and conditions of transactions with related parties Transactions with related parties are conducted on terms pursuant to an approved agreement, or are approved by the Board of Directors. Key management compensation Key management consists of the Board of Directors, the Chairman and Chief Executive Officer and the executives who report directly to the Chairman and Chief Executive Officer. Short term employee benefits Long term employee benefits Share-based compensation Compensation expense April 3, 2022 $ 12.5 0.1 11.5 24.1 March 28, 2021 $ 13.2 0.1 8.6 21.9 Year ended March 29, 2020 $ 9.1 0.1 5.9 15.1 Note 20. Financial instruments and fair values Management assessed that the fair values of cash, trade receivables, accounts payable and accrued liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments. The Company’s derivative financial assets and financial liabilities are measured at fair value at the end of each reporting period. The following table gives information about how the fair values of these financial assets and financial liabilities are determined, in particular, the valuation technique(s) and inputs used. F-51 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) Financial assets/ financial liabilities Fair value hierarchy Foreign currency forward contracts Level 2 Foreign currency and interest rate swap contracts Level 2 Valuation technique(s) and key input(s) Future cash flows are estimated based on forward exchange rates (from observable forward exchange rates at the end of the reporting period) and contract forward rates, discounted at a rate that reflects the credit risk of various counterparties. Future cash flows are estimated based on forward exchange rates (from observable forward exchange and interest swap rates at the end of the reporting period) and contract forward rates, discounted at a rate that reflects the credit risk of various counterparties. The following table presents the fair values and fair value hierarchy of the Company’s financial instruments and excludes financial instruments carried at amortized cost that are short-term in nature: April 3, 2022 March 28, 2021 Level 1 $ Level 2 $ Level 3 $ Carrying value Fair value $ $ Level 1 $ Level 2 $ Level 3 $ Carrying value Fair value $ $ Financial assets Derivatives included in other current assets Derivatives included in other long-term assets Financial liabilities Derivatives included in accounts payable and accrued liabilities Derivatives included in other long-term liabilities Term loan — 9.5 — 9.5 9.5 — 5.9 — 20.4 — 20.4 20.4 — 5.1 — 10.4 — 10.4 10.4 — 8.8 — — 23.1 370.0 — — 23.1 370.0 23.1 386.9 — — 19.5 367.8 — — — — — 5.9 5.9 5.1 5.1 8.8 8.8 19.5 367.8 19.5 377.3 As at April 3, 2022, there were no other transfers between the levels of the fair value hierarchy. F-52 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) Note 21. Financial risk management objectives and policies The Company’s primary risk management objective is to protect the Company’s assets and cash flow, in order to increase the Company’s enterprise value. The Company is exposed to capital management risk, liquidity risk, credit risk, market risk, foreign exchange risk, and interest rate risk. The Company’s senior management and Board of Directors oversee the management of these risks. The Board of Directors reviews and agrees policies for managing each of these risks which are summarized below. Capital management The Company manages its capital and capital structure with the objectives of safeguarding sufficient net working capital over the annual operating cycle and providing sufficient financial resources to grow operations to meet long-term consumer demand. The Board of Directors of the Company monitors the Company’s capital management on a regular basis. The Company will continually assess the adequacy of the Company’s capital structure and capacity and make adjustments within the context of the Company’s strategy, economic conditions, and risk characteristics of the business. Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to satisfy the requirements for business operations, capital expenditures, debt service and general corporate purposes, under normal and stressed conditions. The primary source of liquidity is funds generated by operating activities; the Company also relies on the revolving facility and the Mainland China Facilities as sources of funds for short term working capital needs. The Company continuously reviews both actual and forecasted cash flows to ensure that the Company has appropriate capital capacity. The following table summarizes the amount of contractual undiscounted future cash flow requirements as at April 3, 2022: (1) Accounts payable and accrued liabilities Term loan Interest commitments relating to borrowings Foreign exchange forward contracts Lease obligations Pension obligation Total contractual obligations 2023 $ 176.2 3.8 17.2 0.9 65.8 — 263.9 2024 $ — 3.8 16.7 — 54.6 — 75.1 2025 $ — 3.8 16.7 — 50.5 — 71.0 2026 $ — 3.8 16.7 2.7 39.6 — 62.8 2027 $ — 3.8 16.7 — 33.3 — 53.8 Thereafter $ — 351.8 8.4 — 79.9 2.2 442.3 Total $ 176.2 370.8 92.4 3.6 323.7 2.2 968.9 (1) Interest commitments are calculated based on the loan balance and the interest rate payable on the term loan of 4.51% as at April 3, 2022. F-53 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) As at April 3, 2022, we had additional liabilities which included provisions for warranty, sales returns, asset retirement obligations, and deferred income tax liabilities. These liabilities have not been included in the table above as the timing and amount of future payments are uncertain. Letter of guarantee facility On April 14, 2020, Canada Goose Inc. entered into a letter of guarantee facility in the amount of $10.0m. Letters of guarantee are available for terms of up to twelve months and will be charged a fee equal to 1.2% per annum calculated against the face amount and over the term of the guarantee. Amounts issued on the facility will be used to finance working capital requirements through letters of guarantee, standby letters of credit, performance bonds, counter guarantees, counter standby letters of credit, or similar credits. The Company immediately reimburses the issuing bank for amounts drawn on issued letters of guarantees. At April 3, 2022, the Company had $5.4m outstanding. In addition, during the year ended April 3, 2022, a subsidiary of the Company in Mainland China entered into letters of guarantee in the amount of $9.3m. Amounts will be used to support retail operations through letters of guarantee, standby letters of credit, performance bonds, counter guarantees, counter standby letters of credit, or similar credits. Credit risk Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. Credit risk arises from the possibility that certain parties will be unable to discharge their obligations. The Company manages its credit risk through a combination of third party credit insurance and internal house risk. Credit insurance is provided by a third party for customers and is subject to continuous monitoring of the credit worthiness of the Company's customers. Insurance covers a specific amount of revenue, which may be less than the Company's total revenue with a specific customer. The Company has an agreement with a third party who has insured the risk of loss for up to 90% of accounts receivable from certain designated customers subject to a total deductible of $0.1m, to a maximum of $30.0m per year. As at April 3, 2022, accounts receivable totaling approximately $8.1m (March 28, 2021 - $5.7m) were insured subject to the policy cap. Complementary to the third party insurance, the Company establishes payment terms with customers to mitigate credit risk and continues to closely monitor its accounts receivable credit risk exposure. Customer deposits are received in advance from certain customers for seasonal orders to further mitigate credit risk, and applied to reduce accounts receivable when goods are shipped. As at April 3, 2022, customer deposits of $0.2m (March 28, 2021 - $1.6m) were included in accounts payable and accrued liabilities. F-54 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) The aging of trade receivables was as follows: Trade accounts receivable Credit card receivables Other receivables April 3, 2022 Trade accounts receivable Credit card receivables Government grant receivable Other receivables March 28, 2021 Total $ 22.0 2.5 19.3 43.8 21.9 2.1 4.4 14.3 42.7 Current $ 14.4 2.5 9.5 26.4 9.0 2.1 4.4 14.3 29.8 < 30 days $ 2.8 — — 2.8 31-60 days $ 2.1 — — 2.1 5.4 — — — 5.4 1.4 — — — 1.4 Past due > 61 days $ 2.7 — 9.8 12.5 6.1 — — — 6.1 Trade accounts receivable factoring program A subsidiary of the Company in Europe has an agreement to factor, on a limited recourse basis, certain of its trade accounts receivable up to a limit of €20.0m in exchange for advanced funding equal to 100% of the principal value of the invoice. Accepted currencies include euros, British pounds sterling, and Swiss francs. The Company is charged a fee of the applicable EURIBOR or LIBOR reference rate plus 1.15% per annum, based on the number of days between the purchase date and the invoice due date, which is lower than the Company’s average borrowing rate under its revolving facility. The program is utilized to provide sufficient liquidity to support its international operating cash needs. Upon transfer of the receivables, the Company receives cash proceeds and continues to service the receivables on behalf of the third-party financial institution. The program meets the derecognition requirements in accordance with IFRS 9, Financial Instruments as the Company transfers substantially all the risks and rewards of ownership upon the sale of a receivable. These proceeds are classified as cash flows from operating activities in the statement of cash flows. For the year ended April 3, 2022, the Company received cash proceeds from the sale of trade accounts receivable with carrying values of $26.6m which were derecognized from the Company's statement of financial position (March 28, 2021 - $16.9m). Fees of less than $0.1m were incurred during the year ended April 3, 2022 (March 28, 2021 - less than $0.1m) and included in net interest, finance and other costs in the statement of income. As at April 3, 2022, the outstanding amount of trade accounts receivable derecognized from the Company’s statement of financial position, but which the Company continued to service was $2.0m (March 28, 2021 - $nil). Market risk Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise foreign exchange risk and interest rate risk. F-55 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) Foreign exchange risk Foreign exchange risk in operating cash flows The Company’s consolidated financial statements are expressed in Canadian dollars, but a substantial portion of the Company’s revenues, purchases, and expenses are denominated in other currencies, primarily U.S. dollars, euros, British pounds sterling, Swiss francs, Chinese yuan, and Hong Kong dollars. The Company has entered into forward foreign exchange contracts to reduce the foreign exchange risk associated with revenues, purchases, and expenses denominated in these currencies. Certain forward foreign exchange contracts were designated at inception and accounted for as cash flow hedges. On December 18, 2020, the Company initiated the operating hedge program for the fiscal year ending April 3, 2022. During the second quarter ended September 26, 2021, the Company initiated the operating hedge program for the fiscal year ending April 2, 2023. Revenues and expenses of all foreign operations are translated into Canadian dollars at the foreign currency exchange rates that approximate the rates in effect at the dates when such items are recognized. As a result, we are exposed to foreign currency translation gains and losses. Appreciating foreign currencies relative to the Canadian dollar, to the extent they are not hedged, will positively impact operating income and net income by increasing our revenue, while depreciating foreign currencies relative to the Canadian dollar will have the opposite impact. The Company recognized the following unrealized losses in the fair value of derivatives designated as cash flow hedges in other comprehensive income: Net loss $ April 3, 2022 Tax expense $ March 28, 2021 Tax expense $ Net loss $ Year ended March 29, 2020 Net loss Tax recovery $ $ Forward foreign exchange contracts designated as cash flow hedges (4.5) (0.1) (0.3) (1.1) (3.7) 1.1 The Company reclassified the following losses and gains from other comprehensive income on derivatives designated as cash flow hedges to locations in the consolidated financial statements described below: Loss (gain) from other comprehensive income Forward foreign exchange contracts designated as cash flow hedges Revenue SG&A expenses Inventory April 3, 2022 $ 3.9 (0.4) (0.9) March 28, 2021 $ 3.3 (0.2) (0.9) Year ended March 29, 2020 $ (0.2) 1.0 0.1 F-56 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) During the year ended April 3, 2022, an unrealized gain of $4.7m (March 28, 2021 - unrealized gain of $6.4m, March 29, 2020 - unrealized loss of $3.2m) on forward exchange contracts that were not treated as hedges was recognized in SG&A expenses in the statement of income. Foreign currency forward exchange contracts outstanding as at April 3, 2022 related to operating cash flows were: (in millions) Forward contract to purchase Canadian dollars Forward contract to sell Canadian dollars Forward contract to purchase euros Forward contract to sell euros Foreign exchange risk on borrowings US$ € US$ € CNY £ CHF CHF £ Aggregate Amounts Currency 57.4 66.0 35.6 34.5 293.3 29.9 2.1 8.3 3.9 U.S. dollars euros U.S. dollars euros Chinese yuan British pounds sterling Swiss francs Swiss francs British pounds sterling The Company enters into derivative transactions to hedge a portion of its exposure to interest rate risk and foreign currency exchange risk related to principal and interest payments on the term loan denominated in U.S. dollars (note 16). The Company also entered into a five-year forward exchange contract by selling $368.5m and receiving US$270.0m as measured on the trade date, to fix the foreign exchange risk on a portion of the term loan borrowings. The Company recognized the following unrealized gains and losses in the fair value of derivatives designed as hedging instruments in other comprehensive income: April 3, 2022 Net gain $ Tax expense $ Net (loss) gain $ March 28, 2021 Tax (expense) recovery $ Year ended March 29, 2020 Net gain (loss) $ Tax expense $ 13.2 (4.5) (0.9) (0.5) 1.3 — — 0.2 0.1 (0.3) (0.2) (0.2) Swaps designated as cash flow hedges Euro-denominated cross- currency swap designated as a net investment hedge F-57 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) The Company reclassified the following losses and gains from other comprehensive income on derivatives designated as hedging instruments to SG&A expenses: Loss (gain) from other comprehensive income Swaps designated as cash flow hedges April 3, 2022 $ 0.9 March 28, 2021 $ 5.6 Year ended March 29, 2020 $ (5.3) During the year ended April 3, 2022, an unrealized loss of $4.6m (March 28, 2021 - unrealized loss of $21.7m, March 29, 2020 - unrealized gain of $3.3m) in the fair value of the long-dated forward exchange contract related to a portion of the term loan balance has been recognized in SG&A expenses in the statement of income. Interest rate risk The Company is exposed to interest rate risk related to the effect of interest rate changes on borrowings outstanding under the revolving facility, the term loan, and the Mainland China Facilities. Based on the weighted average amount of outstanding borrowings on our Mainland China Facilities during the year ended April 3, 2022, a 1.00% increase in the average interest rate on our borrowings would have increased interest expense by $0.1m (March 28, 2021 - $0.1m). Correspondingly, a 1.00% increase in the average interest rate would have increased interest expense on the term loan by $3.7m (March 28, 2021 - $2.6m). The Company entered into five-year interest rate swaps by fixing the LIBOR component of its interest rate at 0.95% on notional debt of US$270.0m. The swaps terminate on December 31, 2025. Subsequent to the Repricing Amendment, the applicable interest rate on the interest rate swaps is 4.45%. The interest rate swaps were designated at inception and accounted for as cash flow hedges. Interest rate risk on the term loan is partially mitigated by interest rate swap hedges. The impact on future interest expense as a result of future changes in interest rates will depend largely on the gross amount of borrowings at that time. Note 22. Selected cash flow information Changes in non-cash operating items Trade receivables Inventories Other current assets Accounts payable and accrued liabilities Provisions Other Change in non-cash operating items April 3, 2022 $ (8.7) (60.7) (3.4) (8.5) 3.7 (5.2) (82.8) March 28, 2021 $ (10.4) 67.0 5.8 28.2 8.2 5.7 104.5 Year ended March 29, 2020 $ (10.6) (141.8) 1.2 3.6 14.5 2.5 (130.6) F-58 Notes to the Consolidated Financial Statements April 3, 2022 (in millions of Canadian dollars, except share and per share data) Note 23. Subsequent Events Joint Venture On April 4, 2022, the Company along with its long-standing distribution partner Sazaby League, Ltd. formed a joint venture, Canada Goose Japan, to capture synergies in their business arrangement. The Company contributed $2.5m for 50% of the legal entity comprising the joint venture, and controls the joint venture from the date of its inception. Sazaby contributed cash as well as certain assets and liabilities in exchange for its 50% share. The acquisition will be accounted for as a business combination, with the Company consolidating 100% of the results of the joint venture from the date of the acquisition. Given the timing of the transaction and measurement uncertainty with final purchase agreement consideration adjustments, the purchase price allocation is yet to be finalized and a preliminary purchase price allocation will be disclosed in the Company’s first quarter 2023 condensed consolidated interim financial statements. There were $0.7m in transaction related costs included in the SG&A expenses in the consolidated statement of income and comprehensive income for the year ended April 3, 2022. F-59 SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF CANADA GOOSE HOLDINGS INC. (PARENT COMPANY) All operating activities of the Company are conducted by its subsidiary. Canada Goose Holdings Inc. is a holding company and does not have any material assets or conduct business operations other than investments in its subsidiaries. The credit agreement of Canada Goose Inc, a wholly owned subsidiary of Canada Goose Holdings Inc., contains provisions whereby Canada Goose Inc. has restrictions on the ability to pay dividends, loan funds and make other upstream distributions to Canada Goose Holdings Inc. These condensed parent company financial statements have been prepared using the same accounting principles and policies described in the notes to the consolidated financial statements. Refer to the consolidated financial statements and notes presented above for additional information and disclosures with respect to these condensed financial statements. F-60 PARENT COMPANY INFORMATION Canada Goose Holdings Inc. Schedule I – Condensed Statements of Income (in millions of Canadian dollars) Equity in comprehensive income of subsidiary Fee income (expense) from subsidiary Selling, general and administration expenses Net interest expense and other finance costs Income before income taxes Income tax recovery Net income April 3, 2022 $ 88.6 10.8 99.4 16.9 1.9 80.6 (2.0) 82.6 March 28, 2021 Restated (Note 1) $ 74.7 (1.3) 73.4 13.1 — 60.3 (4.7) 65.0 Year ended March 29, 2020 Restated (Note 1) $ 152.6 7.2 159.8 9.9 — 149.9 (0.6) 150.5 The accompanying notes to the condensed financial statements are an integral part of these financial statements. F-61 PARENT COMPANY INFORMATION Canada Goose Holdings Inc. Schedule I – Condensed Statements of Financial Position (in millions of Canadian dollars) Assets Current assets Cash Other current assets Total current assets Note receivable from subsidiary Investment in subsidiary Deferred income taxes Total assets Liabilities Current liabilities Accounts payable and accrued liabilities Due to subsidiary Total liabilities Shareholders' equity Share capital Contributed surplus Retained earnings Total shareholders' equity Total liabilities & shareholders' equity April 3, 2022 $ 0.3 — 0.3 60.5 638.2 9.3 708.3 0.6 279.8 280.4 118.5 36.2 273.2 427.9 708.3 March 28, 2021 Restated (Note 1) $ March 30, 2020 Restated (Note 1) $ 4.3 — 4.3 43.3 549.6 7.3 604.5 0.4 26.5 26.9 120.5 25.2 431.9 577.6 604.5 0.6 0.1 0.7 54.0 474.9 2.6 532.2 0.3 34.6 34.9 114.7 15.7 366.9 497.3 532.2 The accompanying notes to the condensed financial statements are an integral part of these financial statements. F-62 PARENT COMPANY INFORMATION Canada Goose Holdings Inc. Schedule I – Condensed Statements of Changes in Equity (in millions of Canadian dollars) Balance at March 31, 2019 Adjustment for IFRIC Agenda Decision Balance at April 1, 2019 IFRS 16 initial application in subsidiaries Normal course issuer bid purchase of subordinate voting shares Exercise of stock options Net income Share-based payment Balance at March 29, 2020 Exercise of stock options Net income Share-based payment Balance at March 28, 2021 Normal course issuer bid purchase of subordinate voting shares Exercise of stock options Net income Share-based payment Deferred tax on share-based payment Balance at April 3, 2022 Share capital Contributed surplus $ 112.6 — 112.6 — (1.6) 3.7 — — 114.7 5.8 — — 120.5 (11.9) 9.9 — — — 118.5 $ 9.2 — 9.2 — — (1.3) — 7.8 15.7 (1.8) — 11.3 25.2 — (2.8) — 14.0 (0.2) 36.2 Retained earnings Restated (Note 1) $ 277.3 (18.9) 258.4 (4.9) (37.1) — 150.5 — 366.9 — 65.0 — 431.9 (241.3) — 82.6 — — 273.2 Total $ 399.1 (18.9) 380.2 (4.9) (38.7) 2.4 150.5 7.8 497.3 4.0 65.0 11.3 577.6 (253.2) 7.1 82.6 14.0 (0.2) 427.9 The accompanying notes to the condensed financial statements are an integral part of these financial statements. F-63 PARENT COMPANY INFORMATION Canada Goose Holdings Inc. Schedule I – Condensed Statements of Cash Flows (in millions of Canadian dollars) Operating activities Net income Items not affecting cash: Equity in undistributed earnings of subsidiary Net interest expense Income tax recovery Share-based compensation Changes in assets and liabilities Intercompany accounts payable Net cash from (used in) operating activities Investing activities Dividend received Net cash from investing activities Financing activities Subordinate voting shares purchased for cancellation Exercise of stock options Net cash (used in) from financing activities (Decrease) increase in cash Cash, beginning of year Cash, end of year April 3, 2022 $ 82.6 (88.6) 1.9 (2.0) 14.0 7.9 (20.2) 242.5 230.2 — — (241.3) 7.1 (234.2) (4.0) 4.3 0.3 March 28, 2021 Restated (Note 1) $ Year ended March 29, 2020 Restated (Note 1) $ 65.0 (74.7) — (4.7) 11.3 (3.1) 2.8 — (0.3) — — — 4.0 4.0 3.7 0.6 4.3 150.5 (152.6) — (0.6) 7.8 5.1 (9.6) — (4.5) 38.7 38.7 (37.1) 2.4 (34.7) (0.5) 1.1 0.6 The accompanying notes to the condensed financial statements are an integral part of these financial statements. F-64 PARENT COMPANY INFORMATION Canada Goose Holdings Inc. Schedule I – Notes to the Condensed Financial Statements (in millions of Canadian dollars) 1. BASIS OF PRESENTATION Canada Goose Holdings Inc. (the “Parent Company”) is a holding company that conducts substantially all of its business operations through its subsidiary. The Parent Company (a British Columbia corporation) was incorporated on November 21, 2013. The Parent Company has accounted for the earnings of its subsidiary under the equity method in these unconsolidated condensed financial statements. In April 2021, the International Financial Reporting Interpretations Committee (“IFRIC”) finalized an agenda decision within the scope of IAS 38, Intangible Assets which clarified the accounting of configuration and customization costs in cloud computing arrangements often referred to as Software as a Service ("SaaS") arrangements. In accordance with IAS 8, retrospective application is required for accounting policy changes and comparative financial information was restated in these consolidated financial statements. See the Annual Consolidated Financial Statements Note 4 in reference to the restatements on the comparative periods. 2. STATEMENT OF COMPLIANCE The Parent Company prepared these unconsolidated financial statements in accordance with International Accounting Standards 27, "Separate Financial Statements", as issued by the International Accounting Standards Board. 3. COMMITMENTS AND CONTINGENCIES The Parent Company has no material commitments or contingencies during the reported periods. 4. SHAREHOLDERS’ EQUITY See the Annual Consolidated Financial Statements Note 17 in reference to the normal course issuer bid transaction during the year ended April 3, 2022. F-65 Exhibit 8.1 SUBSIDIARIES OF CANADA GOOSE HOLDINGS, INC. Entity Jurisdiction Canada Goose Inc. Canada Goose International Holdings Limited Canada Goose US, Inc. Canada Goose International AG Canada Goose Services Limited Canada Goose UK Retail Limited Canada Goose France Retail SAS Canada Goose Italy Retail S.r.l Canada Goose Germany Retail GmbH Canada Goose Netherlands Retail B.V. Canada Goose Asia Holdings Limited CG (Shanghai) Trading Co., Ltd. Canada Goose HK Limited Canada Goose Japan, K.K. Baffin Limited Baffin US, Inc. (1) (1) 50% owned by Canada Goose International AG. 97800087_1 Ontario United Kingdom Delaware Zug (Switzerland) United Kingdom United Kingdom France Italy Germany Netherlands Hong Kong Jing’an, Shanghai Hong Kong Japan Ontario Delaware I, Dani Reiss, certify that: CERTIFICATION 1. I have reviewed this annual report on Form 20-F of Canada Goose Holdings Inc.; Exhibit 12.1 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; 4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and 5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. Date: May 19, 2022 By: /s/ Dani Reiss Dani Reiss Chairman and Chief Executive Officer I, Jonathan Sinclair, certify that: CERTIFICATION 1. I have reviewed this annual report on Form 20-F of Canada Goose Holdings Inc.; Exhibit 12.2 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; 4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and 5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. Date: May 19, 2022 By: /s/ Jonathan Sinclair Jonathan Sinclair Executive Vice President and Chief Financial Officer CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 13.1 In connection with this annual report on Form 20-F of Canada Goose Holdings Inc. (the “Company”) for the fiscal year ended April 3, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dani Reiss, Chairman and Chief Executive Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge: (i) The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and (ii) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: May 19, 2022 By: /s/ Dani Reiss Dani Reiss Chairman and Chief Executive Officer (Principal Executive Officer) The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and is not being filed as part of the Form 20-F or as a separate disclosure document. CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 13.2 In connection with this annual report on Form 20-F of Canada Goose Holdings Inc. (the “Company”) for the fiscal year ended April 3, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jonathan Sinclair, Executive Vice President and Chief Financial Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge: (i) (ii) The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: May 19, 2022 By: /s/ Jonathan Sinclair Jonathan Sinclair Executive Vice President and Chief Financial Officer (Principal Financial Officer) The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and is not being filed as part of the Form 20-F or as a separate disclosure document. Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in Registration Statement No. 333-216812 on Form S-8 of our reports dated May 18, 2022, relating to the financial statements of Canada Goose Holdings Inc. (the “Company”) and the effectiveness of the Company’s internal control over financial reporting, appearing in this Annual Report on Form 20-F for the year ended April 3, 2022. /s/ Deloitte LLP Chartered Professional Accountants Licensed Public Accountants Toronto, Canada May 19, 2022 

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