10-K comparison

Ralph Lauren (RL) 10-K risk factor changes: FY2023 vs FY2022

The 2023-04-01 10-K against the 2022-04-02 one, compared heading by heading and sentence by sentence.

Item 1A81 rewritten47 added62 removed309 unchanged

All filing items1,137 rewritten413 added480 removed2,973 unchanged

Read the changesGo to Item 1A

Ralph Lauren Form 10-K, every itemFY2023, filed 25 May 2023, against FY2022, filed 24 May 2022FY2023 on sec.govFY2022 on sec.govRead this filingJSON

Summary

counted, not written

New Item 1A headings (0)

No risk factor heading in this filing is absent from FY2022.

Removed Item 1A headings (0)

Every FY2022 risk factor heading is still here, word for word or reworded.

Reworded Item 1A headings (1)
  1. Climate change, or our ability to adhere to any legislation and regulatory requirements related to climate change, [added: traceability and transparency, product labeling, or other sustainability matters] may adversely affect our business.

A heading is new when no FY2022 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.

Sentences by item

23 items, with every count and a link to each item that changed
ItemAddedRemovedRewrittenUnchanged
Item 1A. Risk Factors476281309
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.125171243641
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.0001
Item 1. Business.7969151438
Item 3. Legal Proceedings.0003
Cover and table of contents5235110
Item 1B. Unresolved Staff Comments.0301
Item 2. Properties.81723
Item 4. Mine Safety Disclosures.0302
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.651113
Item 6. Reserved0003
Item 8. Financial Statements and Supplementary Data.0001
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.0001
Item 9A. Controls and Procedures.26216
Item 9B. Other Information.0001
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections0002
Item 10. Directors, Executive Officers and Corporate Governance.0015
Item 11. Executive Compensation.1103
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.1248
Item 13. Certain Relationships and Related Transactions, and Director Independence.0001
Item 14. Principal Accountant Fees and Services.1104
Item 15. Exhibits and Financial Statement Schedules.4212849
Item 16. Form 10-K Summary.1341335741,338

Underlined words on a shaded ground are new in FY2023; struck-through words were in FY2022. Sentences that are wholly new or wholly gone are labelled rather than marked.

Item 1A. Risk Factors

81 rewritten, 47 added, 62 removed, 309 unchanged

Rewritten

[removed: COVID-19, which] [added: COVID-19] emerged [removed: beginning in] [added: during] the fourth quarter of Fiscal [removed: 2020, has] [added: 2020 and] spread rapidly across the globe, including throughout all major geographies in which we [removed: operate (North America, Europe, and Asia),] [added: operate,] resulting in adverse economic conditions and [added: widespread] business [removed: disruptions, as well as significant volatility in global financial markets.][added: disruptions.]

Rewritten

[removed: Governments] [added: Since then, governments] worldwide have periodically imposed varying degrees of preventative and protective actions, such as temporary travel bans, stay-at-home orders, and forced business closures or other operational restrictions, including reduced capacity limits and operating hours, all in an effort to reduce the spread of the virus.

Rewritten

As a result of the COVID-19 pandemic, we have experienced varying degrees of business disruptions [removed: and] [added: since its beginning, including] periods of closure of our stores, distribution centers, and corporate facilities, as have our wholesale customers, licensing partners, suppliers, and vendors, as described in Item 1 — *"Business — Recent Developments."* Collectively, these disruptions have had a material adverse impact on our business throughout the pandemic, [removed: particularly] [added: most notably] during Fiscal 2021.

Rewritten

[removed: Accordingly,] [added: While the impact of these disruptions has generally been less significant than those experienced in Fiscal 2021 and Fiscal 2022,] we cannot predict for how long and to what extent this crisis [removed: will] [added: may] continue to impact our business [removed: operations] [added: operations, the global supply chain,] or the overall global economy.

Rewritten

[removed: -] [added: attention and resources from ongoing business activities and/or a decrease in employee morale; and (xv)] our ability to maintain an effective system of internal controls and compliance with the requirements under the Sarbanes-Oxley Act of 2002.

Rewritten

Many economic and other factors outside of our control affect the level of consumer spending in the apparel, [removed: footwear, accessory,] [added: footwear & accessories, home, fragrances,] and [removed: home product] [added: hospitality] industries, including, among others, man-made or natural disasters, [removed: such as] [added: including] pandemic diseases; consumer perceptions of personal well-being and safety; consumer perceptions of current and future economic conditions; employment levels and wage rates; stock market performance; inflation; interest rates; foreign currency exchange rates; the housing market; consumer debt levels; the availability of consumer credit; [removed: commodity prices,] [added: the health and stability of the banking sector; the availability and price of commodities,] including fuel and energy costs; global food supplies; taxation; general domestic and international political conditions; the threat, outbreak, or escalation of terrorism, military conflicts, or other hostilities; and weather conditions.

Rewritten

Consumer purchases of discretionary items and luxury retail products, including our products, tend to decline during periods of [removed: recession or] [added: recession,] high [removed: inflation] [added: inflation, or rising interest rates,] and at other times when disposable income is lower.

Rewritten

Stay-at-home orders, social gathering restrictions, and work-from-home arrangements, such as those resulting from [removed: the COVID-19 pandemic,] [added: pandemic diseases,] may also diminish consumers' demand for luxury apparel products.

Rewritten

Although we believe that our existing cash and investments, cash provided by operations, and available borrowing capacity under our credit and overdraft facilities and commercial paper borrowing program will provide us with sufficient liquidity, the impact of economic conditions on our major [added: third-party] customers, suppliers, vendors, and [removed: lenders, including those resulting from the COVID-19 pandemic,] [added: lenders] and their ability to access global capital markets cannot be predicted.

Rewritten

The inability of [removed: major manufacturers] [added: third parties] to [added: manufacture and/or] ship our products [added: due to insufficient liquidity or otherwise] could impair our ability to meet the delivery date requirements of our [removed: customers.]

Rewritten

[removed: Deterioration] [added: Any deterioration] in global financial or capital markets could affect our ability to access sources of liquidity to provide for our future cash needs, increase the cost of any future financing, or cause our lenders to be unable to meet their funding commitments under our credit and overdraft facilities.

Rewritten

Specifically, changes in exchange rates between the U.S. [removed: dollar] [added: Dollar] and other currencies impact our financial results from a transactional perspective, as our foreign operations generally purchase inventory in U.S. [removed: dollars, as is common for most apparel companies.][added: Dollars.]

Rewritten

Changes in currency exchange rates may also impact consumers' willingness or ability to travel abroad and/or purchase our products while traveling, [added: as well as affect the U.S. Dollar value of the foreign currency denominated prices at which our international businesses sell products.]

Rewritten

We have developed a long-term growth strategy with the objective of delivering sustainable, profitable growth and long-term value creation for shareholders, as [removed: described] [added: outlined] in Item 1 — *"Business — Objectives and Opportunities."* Our ability to successfully execute our growth strategy is subject to various risks and uncertainties, as described herein.

Rewritten

Our failure to realize the anticipated benefits, which may be due to our inability to execute the various elements of our growth strategy, changes in consumer preferences, competition, economic conditions (including [added: recent] inflationary [added: and foreign currency] pressures), and other risks described herein, [removed: including] [added: such as] those related to [removed: the COVID-19] pandemic [added: diseases] and supply chain challenges, could have a material adverse effect on our business.

Rewritten

Such a failure could also result in the implementation of [removed: additional] [added: new] restructuring-related [removed: activities beyond those currently planned,] [added: activities,] which may be dilutive to our earnings in the short term.

Rewritten

Our growth strategy also includes accelerating growth in certain [removed: high-value,] [added: high-potential,] underdeveloped product categories, comprised of [removed: denim, wear to work,] outerwear, [removed: footwear,] [added: home,] and [removed: accessories.][added: womenswear.]

Rewritten

Our products must appeal to a broad range of consumers worldwide [added: across various price points] whose preferences cannot be predicted with certainty and are subject to rapid change, influenced by fashion trends, economic conditions, and weather conditions, among other factors.

Rewritten

The success of our business also depends on our ability to continue to develop and maintain a reliable omni-channel experience for our customers, as well as our ability to introduce new Connected Retail capabilities, such as virtual selling appointments, Buy [added: Online-Ship from Store, Buy] Online-Pick Up in Store, and mobile checkout and contactless payments, among other capabilities.

Rewritten

We are increasingly using digital and social media platforms to interact with customers and enhance their shopping [removed: experience.]

Rewritten

[added: If customers are not receptive to the] design layout or visual merchandising of our stores, our business could be adversely affected.

Rewritten

We have implemented restructuring plans to support key strategic initiatives, such as the Fiscal 2021 Strategic Realignment Plan, as described in Item 1 — *"Business — Recent Developments."* Although designed to deliver long-term sustainable growth, restructuring plans present significant potential risks that may impair our ability to achieve anticipated operating enhancements and/or cost reductions, or otherwise harm our business, including (i) higher than anticipated costs in implementing planned workforce reductions, particularly in highly regulated locations outside the U.S.; (ii) higher than anticipated lease termination and store or facility closure costs (see *"Risks Related to our Business and Operations* — *Our business is subject to risks associated with leasing real estate and other assets under long-term, non-cancellable leases"*); (iii) failure to meet operational targets or customer requirements due to the loss of employees or inadequate transfer of knowledge; (iv) failure to maintain adequate controls and procedures while executing, and subsequent to completing, our restructuring plans; (v) diversion of management attention and resources from ongoing business activities and/or a decrease in employee [removed: morale; (vii) attrition beyond any planned reduction in workforce; and (viii) damage to our reputation and brand image due to our restructuring-related activities.]

Rewritten

Our failure to achieve targeted results for any reason, including business disruptions [added: resulting] from [removed: pandemic diseases] [added: adverse economic conditions or catastrophic events] such as [removed: COVID-19,] [added: pandemic diseases,] could also lead to the implementation of additional restructuring-related activities, which may be dilutive to our earnings in the short term.

Rewritten

The departure of any key [removed: individuals] [added: individual] and the failure to ensure a smooth transition and effective transfer of knowledge involving senior employees could hinder or delay our strategic planning and execution, as well as adversely affect our ability to attract and retain other experienced and talented employees.

Rewritten

Our success depends on the value and reputation of our brands and our ability to consistently anticipate, identify, and respond to customers' demands, preferences, and fashion trends in the design, pricing, and production of our products, including the preference for certain products to be manufactured in the U.S., and deliver high-quality and sustainable [removed: products.][added: products supported by engaging marketing campaigns.]

Rewritten

Any negative publicity regarding Mr. R. Lauren, or other members of our executive and senior management team, or our Company as a whole, especially through social media which accelerates and increases the potential scope of negative publicity, could [removed: negatively] [added: adversely] impact the image of our brands with our customers and result in diminished loyalty to our brands and potentially lead to adverse consumer actions, including boycotts, even if the subject of such publicity is unverified or inaccurate and we seek to correct it.

Rewritten

Consumer sentiment can also be influenced by our partnership with athletes and other public [removed: figures.][added: figures, our views on political and social issues, or the location or production methods of our suppliers.]

Rewritten

[removed: We believe that our] [added: Our] trademarks, intellectual property, and other proprietary rights are extremely important to our success and our competitive position.

Rewritten

We expect to continue to devote substantial resources to challenge brands [removed: arising from imitation of] [added: imitating] our products.

Rewritten

We do not own or operate any manufacturing facilities and depend exclusively on independent third parties for the manufacture of our [removed: products.][added: products, the majority of which are located in foreign countries.]

Rewritten

In Fiscal [removed: 2022,] [added: 2023,] approximately [removed: 97%] [added: 96%] of our products (by dollar value) were produced outside of the U.S., primarily in Asia, Europe, and Latin America, with approximately 19% of our products sourced from China and [removed: another 19%] [added: 18%] from Vietnam.

Rewritten

[removed: -] [added: Risks inherent in importing our products include (i)] changes in social, political, and economic conditions, including those resulting from military conflicts, terrorist acts, or other hostilities, that could result in the disruption of trade from the countries in which our manufacturers or suppliers are located; [added: (ii) pandemic diseases, such as COVID-19, which could result in closed factories, reduced workforces, scarcity of raw materials, port congestion, and scrutiny or embargoing of goods]

Rewritten

The entire apparel industry, including our Company, continues to face supply chain challenges as a result of [added: inflationary pressures, political instability,] COVID-19-related business disruptions, [removed: political instability, inflationary pressures,] and other factors, including reduced freight availability, port congestion, labor shortages, and rising wages and energy costs, among other factors.

Rewritten

We have also incurred, and [removed: expect to] [added: may] continue to incur, higher freight and other logistic costs as a result of certain of the beforementioned [removed: factors, as well as our increased use of air freight as we attempt to mitigate delays in inventory receipts.][added: factors.]

Rewritten

[removed: Prices] [added: In addition, prices] of raw materials used to manufacture our products are [removed: also] subject to significant fluctuation as a result of certain of the beforementioned factors, as well as crop yields which could be negatively impacted by severe weather conditions.

Rewritten

[removed: controlled] [added: Our distributions centers generally utilize computer-controlled] and automated equipment, which are subject to various risks, including software viruses, security breaches, power interruptions, or other system failures.

Rewritten

If any of our distribution centers were to close or become inoperable or inaccessible for any reason, [removed: including] [added: including, but not limited to,] pandemic diseases such as COVID-19, [added: natural disasters, severe weather, labor shortages, fires, and system failures,] or if we fail to successfully consolidate existing facilities or transition to new facilities, we could experience a substantial loss of inventory, disruption of deliveries to our customers and our stores, increased costs, and longer lead times associated with the distribution of products during the period that would be required to reopen or replace the facility.

Rewritten

[removed: The rapid increase of online] shopping driven by changes in consumer shopping preferences has amplified certain of these risks resulting in capacity constraints.

Rewritten

As previously noted, we have incurred, and [removed: expect to] [added: may] continue to incur, higher freight and other logistic costs as a result of certain of the beforementioned [removed: factors, as well as our increased use of air freight as we attempt to mitigate delays in inventory receipts.][added: factors.]

Rewritten

If we decide to close a store, or if we decide to downsize, consolidate, or relocate any of our corporate facilities, we may [removed: be required to record] [added: incur] an impairment charge and/or exit costs associated with the disposal of the store or corporate facility.

New in FY2023

See Item 7 — *"Management's Discussion and Analysis of Financial Condition and Results of Operations — Global Economic Conditions and Industry Trends"* for additional discussion.

New in FY2023

customers.

New in FY2023

We also regularly maintain domestic cash deposits in Federal Deposit Insurance Corporation ("FDIC") insured banks, which exceed the FDIC insurance limits.

New in FY2023

In addition, we maintain cash deposits in foreign banks where we operate, some of which are not insured or are only partially insured by the FDIC or other similar agencies.

New in FY2023

Bank failures, events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, or concerns or rumors about such events, may lead to liquidity constraints.

New in FY2023

The failure of a bank, or other adverse conditions in the financial or credit markets impacting financial institutions at which we maintain balances, could adversely impact our liquidity and financial performance.

New in FY2023

There can be no assurance that our deposits in excess of the FDIC or other comparable insurance limits will be backstopped by the U.S. or applicable foreign government, or that any bank or financial institution with which we do business will be able to obtain needed liquidity from other banks, government institutions, or by acquisition in the event of a failure or liquidity crisis.

New in FY2023

Our major customers, suppliers, and vendors may also be subject to similar risks, which in turn could have a resulting material adverse impact on our business if they were to lose access to sufficient liquidity.

New in FY2023

The pandemic continues to evolve, with resurgences and outbreaks occurring in certain parts of the world during Fiscal 2023, including those resulting from variant strains of the virus.

New in FY2023

Potential impacts to our business include, but are not limited to: (i) our ability to successfully execute our long-term growth strategy; (ii) supply chain disruptions resulting from closed factories, reduced workforces, scarcity of raw materials, shipping and loading capacity constraints, and scrutiny or embargoing of goods produced in infected areas, including any related cost increases; (iii) reduced retail traffic at our stores and those of our wholesale customers and licensing partners due to forced closures or other operational restrictions, such as reduced capacity limits and operating hours, declines in tourism, and/or potential changes in consumer behavior and shopping preferences, such as their willingness to congregate in shopping centers or other populated locations and the overall growing preference to shop online versus at traditional brick and mortar locations; (iv) potential declines in the level of consumer purchases of discretionary items and luxury retail products, including our products, caused by higher unemployment and lower disposal income levels, inflationary pressures, travel and social gathering restrictions, work-from-home arrangements, or other factors beyond our control; (v) the potential build-up of excess inventory as a result of store closures and/or lower consumer demand; (vi) temporary closures or other operational restrictions of our distribution centers and/or corporate facilities; (vii) our ability to attract, retain, and manage employees in the current environment, which includes remote working arrangements; (viii) additional costs to protect the health and safety of our employees, customers, and communities, such as more frequent and thorough cleanings of our facilities and supplying personal protection equipment; (ix) the potential loss of one or more of our significant wholesale customers or licensing partners, or the loss of a large number of smaller wholesale customers or licensing partners, if they are not able to withstand prolonged periods of adverse economic conditions, and our ability to collect outstanding receivables; (x) increased vulnerability to data security or privacy breaches as a result of a substantial portion of our corporate employees working remotely for part of the work week; (xi) our ability to successfully negotiate with landlords to obtain rent abatements, rent deferrals, and other relief; (xii) our ability to access capital markets and maintain compliance with covenants associated with our existing debt instruments, as well as the ability of our key customers, suppliers, and vendors to do the same with regard to their own obligations; (xiii) our ability to generate sufficient cash flows to support our operations, including repayment of our debt obligations as they become due, as well as to return value to our shareholders in the form of dividend payments and repurchases of our common stock; (xiv) diversion of management

New in FY2023

experience.

New in FY2023

Our retail stores are generally located in shopping malls or other shopping centers.

New in FY2023

Our sales at such stores, as well as our flagship locations, are largely dependent upon the volume of retail traffic in those shopping centers and the surrounding area.

New in FY2023

Retail traffic to our stores has been, and may continue to be, negatively impacted by disruptions caused by adverse economic conditions, pandemic diseases, severe weather conditions, and other various factors beyond our control.

New in FY2023

Any significant declines in retail traffic in the future could have a material adverse effect on our business.

New in FY2023

morale; (vii) attrition beyond any planned reduction in workforce; and (viii) damage to our reputation and brand image due to our restructuring-related activities.

New in FY2023

We compete with these companies primarily on the basis of: (i) anticipating and responding in a timely fashion to changing consumer demands and shopping preferences, including the ever-increasing shift to digital brand engagement, social media communications, and online and cross-channel shopping; (ii) creating and maintaining favorable brand recognition, loyalty, and a reputation for quality, including through digital brand engagement and online and social media presence; (iii) developing and producing innovative, high-quality products in sizes, colors, and styles that appeal to consumers of varying age groups; (iv) competitively pricing our products and creating an acceptable value proposition for consumers, including price increases to mitigate inflationary pressures while simultaneously balancing the risk of lower consumer demand in response to any such price increases; (v) providing strong and effective marketing support in several diverse demographic markets, including through digital and social media platforms in order to stay better connected to consumers; (vi) establishing relationships with athletes, musicians, influencers, and other celebrities to promote our brands and products; (vii) providing attractive, reliable, secure, and user-friendly digital commerce sites; (viii) adapting to changes in technology, including the successful utilization of data analytics, artificial intelligence, and machine learning; (ix) obtaining sufficient retail floor space

New in FY2023

and effective presentation of our products at stores and shop-within-shops; (x) attracting consumer traffic to stores, shop-within-shops, and digital commerce sites; (xi) sourcing sustainable and traceable raw materials at cost-effective prices; (xii) anticipating and maintaining proper inventory levels; (xiii) ensuring product availability and optimizing supply chain and distribution efficiencies with third-party manufacturers and retailers; (xiv) maintaining and growing market share; (xv) recruiting and retaining employees to operate our retail stores, distribution centers, and various corporate functions; (xvi) protecting our intellectual property; and (xvii) ability to withstand prolonged periods of adverse economic conditions or business disruptions.

New in FY2023

produced in infected areas; (iii) changes in diplomatic and trade relationships, including the imposition of any sanctions, restrictions, and other responses, including those issued by the U.S. and other countries against Russia, or any other countries, in response to Russia's war with Ukraine; (iv) the imposition of additional regulations, quotas, trade sanctions, or safeguards relating to imports or exports, and costs of complying with such regulations and other laws relating to the identification and reporting of the sources of raw materials used in our products, which could lead to the detention, exclusion, or seizure of goods and imposition of monetary penalties and fines; (v) the imposition of additional duties, tariffs, taxes, and other charges on imports or exports; (vi) unfavorable changes in the availability, cost, or quality of raw materials and commodities; (vii) increases in the cost of labor, travel, and transportation; (viii) disruptions of shipping and international trade caused by natural and man-made disasters, labor shortages (stemming from labor disputes, strikes, or otherwise), or other unforeseen events, including any resulting impact to shipping prices; (ix) heightened terrorism-related cargo and supply chain security concerns, which could subject imported or exported goods to additional, more frequent, or more thorough inspections, leading to delays in the delivery of cargo; and (x) decreased scrutiny by customs officials for counterfeit goods, leading to lost sales, increased costs for our anti-counterfeiting measures, and damage to the reputation of our brands.

New in FY2023

Accordingly, the success of our business depends on our ability to identify reputable manufacturers who can fulfill our orders timely and to our specifications, as well as the timely importation, customs clearance, and receipt of products to and from our various distribution centers.

New in FY2023

The rapid increase of online

New in FY2023

In addition, certain of our leases include renewal options or terms that require rental payments to be adjusted to reflect current fair market rental rates, which could be significantly higher than the prior term's rental payments.

New in FY2023

However, the financial difficulties of a wholesale customer,

New in FY2023

Additionally, the Federal Reserve has raised interest rates multiple times over the last 12 months in an effort to mitigate inflationary pressures and further increases may occur in the near future.

New in FY2023

Higher interest rates may increase the cost of any borrowings under our various credit and overdraft facilities, as well as negatively impact consumer sentiment and the global economy as a whole, which could result in a material adverse effect on our business.

New in FY2023

Cyber-criminals are constantly devising schemes to gain unauthorized access to computer systems and confidential or sensitive data.

New in FY2023

If unauthorized parties gain access to our networks or databases, or those of our vendors, they may be able to steal, publish, delete, modify, or block our access to our private and sensitive internal and third-party information.

New in FY2023

vendors' confidence in us, and adversely affect our business, results of operations, and financial condition.

New in FY2023

We have also implemented a hybrid work policy, allowing a substantial portion of our corporate employees to work remotely for part of the work week.

New in FY2023

manufacturers to fulfill our orders timely and to our specifications, and shipping disruptions and/or higher freight costs.

New in FY2023

There has also been increased focus by governmental and non-governmental organizations, consumers, customers, and other stakeholders on products that are sustainably made and other sustainability matters, including traceability and transparency, sustainability claims and product labeling requirements, responsible sourcing and deforestation, the use of energy and water, and the recyclability or recoverability of packaging, product, and materials.

New in FY2023

These include, but are not limited to (i) complying with a variety of U.S. and foreign laws and regulations, including, but not limited to, trade, product labeling, and product safety restrictions, as well as forced labor regulations such as the Uyghur Forced Labor Prevention Act ("UFLPA") and the Countering America's Adversaries Through Sanctions Act ("CAATSA"), both of which prohibit the importation of goods made in whole or in part in certain territories, or by certain identified entities, and grants U.S. Customs & Border Protection the authority to detain, exclude, or seize goods and assess monetary penalties and fines, the Foreign Corrupt Practices Act, which prohibits U.S. companies from making improper payments to foreign officials for the purpose of obtaining or retaining business, and similar foreign country laws, such as the U.K. Bribery Act, which prohibits U.K. and related companies from any form of bribery; (ii) adapting to local customs and culture; (iii) unexpected changes in laws, judicial processes, or regulatory requirements; (iv) the imposition of additional duties, tariffs, taxes, and other charges or other barriers to trade; (v) changes in diplomatic and trade relationships; (vi) civil and political instability, military conflicts, and terrorist attacks; (vii) pandemic diseases, such as COVID-19; and (viii) general economic fluctuations in specific countries or markets.

New in FY2023

For example, the global economy has been negatively impacted by the Russia-Ukraine war.

New in FY2023

Several countries, including the U.S., have imposed significant economic sanctions against Russia, including export controls and other trade restrictions with Russian entities.

New in FY2023

We have also voluntarily elected to suspend operations in Russia in protest of the conflict.

New in FY2023

While the suspension of our operations in Russia have not resulted in a material impact to our consolidated financial statements, our business has been impacted by the broader macroeconomic implications resulting from the war, including unfavorable foreign currency exchange rates, increases in energy prices, food shortages, and volatility in financial markets, among other factors, which have adversely impacted consumer sentiment and confidence.

New in FY2023

It is not clear at this time how long the conflict will endure, or if it will escalate further with additional countries declaring war against each other, which could further compound the adverse impact to the global economy.

New in FY2023

For a discussion of risks associated with the importation of products, see *"Risks*

New in FY2023

For example, in August 2022, President Biden signed the Inflation Reduction Act ("IRA") into law.

New in FY2023

The IRA enacted a 15% corporate minimum tax rate (subject to certain thresholds being met) that will be applicable to the Company beginning in its Fiscal 2024, a 1% excise tax on share repurchases made after December 31, 2022, and created and extended certain tax-related energy incentives.

Dropped from FY2022

Such factors, among others, have resulted in a significant decline in retail traffic, tourism, and consumer spending on discretionary items.

Dropped from FY2022

Despite the introduction of COVID-19 vaccines, the pandemic remains highly volatile and continues to evolve, including the emergence of variants of the virus, such as the Delta and Omicron variants, which has and could continue to adversely affect consumer sentiment and confidence.

Dropped from FY2022

Potential impacts to our business include, but are not limited to:

Dropped from FY2022

- our ability to successfully execute our long-term growth strategy;

Dropped from FY2022

- reduced retail traffic at our stores and those of our wholesale customers and licensing partners due to forced closures or other operational restrictions, such as reduced capacity limits and operating hours, declines in tourism, and/or potential changes in consumer behavior and shopping preferences, such as their willingness to congregate in shopping centers or other populated locations and the overall growing preference to shop online versus at traditional brick and mortar locations;

Dropped from FY2022

- potential declines in the level of consumer purchases of discretionary items and luxury retail products, including our products, caused by higher unemployment and lower disposal income levels, inflationary pressures, travel and social gathering restrictions, work-from-home arrangements, or other factors beyond our control;

Dropped from FY2022

- the potential build-up of excess inventory as a result of store closures and/or lower consumer demand;

Dropped from FY2022

- temporary closures or other operational restrictions of our distribution centers and/or corporate facilities;

Dropped from FY2022

- supply chain disruptions resulting from closed factories, reduced workforces, scarcity of raw materials, shipping and loading capacity constraints, and scrutiny or embargoing of goods produced in infected areas, including any related cost increases;

Dropped from FY2022

- our ability to attract, retain, and manage employees in the current environment, which include remote working arrangements;

Dropped from FY2022

- additional costs to protect the health and safety of our employees, customers, and communities, such as more frequent and thorough cleanings of our facilities and supplying personal protection equipment;

Dropped from FY2022

- the potential loss of one or more of our significant wholesale customers or licensing partners, or the loss of a large number of smaller wholesale customers or licensing partners, if they are not able to withstand prolonged periods of adverse economic conditions, and our ability to collect outstanding receivables;

Dropped from FY2022

- increased vulnerability to data security or privacy breaches as a result of a substantial portion of our corporate employees continuing to work remotely;

Dropped from FY2022

- our ability to successfully negotiate with landlords to obtain rent abatements, rent deferrals, and other relief;

Dropped from FY2022

- our ability to access capital markets and maintain compliance with covenants associated with our existing debt instruments, as well as the ability of our key customers, suppliers, and vendors to do the same with regard to their own obligations;

Dropped from FY2022

- our ability to generate sufficient cash flows to support our operations, including repayment of our debt obligations as they become due, as well as to return value to our shareholders in the form of dividend payments and repurchases of our common stock;

Dropped from FY2022

- diversion of management attention and resources from ongoing business activities and/or a decrease in employee morale; and

Dropped from FY2022

as well as affect the U.S. Dollar value of the foreign currency denominated prices at which our international businesses sell products.

Dropped from FY2022

If customers are not receptive to the

Dropped from FY2022

We compete with these companies primarily on the basis of:

Dropped from FY2022

- anticipating and responding in a timely fashion to changing consumer demands and shopping preferences, including the ever-increasing shift to digital brand engagement, social media communications, and online and cross-channel shopping;

Dropped from FY2022

- creating and maintaining favorable brand recognition, loyalty, and a reputation for quality, including through digital brand engagement and online and social media presence;

Dropped from FY2022

- developing and producing innovative, high-quality products in sizes, colors, and styles that appeal to consumers of varying age groups;

Dropped from FY2022

- competitively pricing our products and creating an acceptable value proposition for consumers, including price increases to mitigate inflationary pressures while simultaneously balancing the risk of lower consumer demand in response to any such price increases;

Dropped from FY2022

- providing strong and effective marketing support in several diverse demographic markets, including through digital and social media platforms in order to stay better connected to consumers;

Dropped from FY2022

- providing attractive, reliable, secure, and user-friendly digital commerce sites;

Dropped from FY2022

- obtaining sufficient retail floor space and effective presentation of our products at stores and shop-within-shops;

Dropped from FY2022

- attracting consumer traffic to stores, shop-within-shops, and digital commerce sites;

Dropped from FY2022

- sourcing sustainable raw materials at cost-effective prices;

Dropped from FY2022

- anticipating and maintaining proper inventory levels;

Dropped from FY2022

- ensuring product availability and optimizing supply chain and distribution efficiencies with third-party manufacturers and retailers;

Dropped from FY2022

- maintaining and growing market share;

Dropped from FY2022

- recruiting and retaining employees to operate our retail stores, distribution centers, and various corporate functions;

Dropped from FY2022

- protecting our intellectual property; and

Dropped from FY2022

- ability to withstand prolonged periods of adverse economic conditions or business disruptions.

Dropped from FY2022

Risks inherent in importing our products include:

Dropped from FY2022

- pandemic diseases, such as COVID-19, which could result in closed factories, reduced workforces, scarcity of raw materials, port congestion, and scrutiny or embargoing of goods produced in infected areas;

Dropped from FY2022

- changes in diplomatic and trade relationships, including the imposition of any sanctions, restrictions, and other responses, such as those recently issued by the U.S. and other countries against Russia in response to its war with Ukraine;

Dropped from FY2022

- the imposition of additional regulations, quotas, or safeguards relating to imports or exports, and costs of complying with such regulations and other laws relating to the identification and reporting of the sources of raw materials used in our products;

Dropped from FY2022

- the imposition of additional duties, tariffs, taxes, and other charges on imports or exports;

An excerpt. Shown here: 40 of 81 rewritten, 40 of 47 added and 40 of 62 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2023 filing and the FY2022 filing.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

243 rewritten, 125 added, 171 removed, 641 unchanged

Rewritten

As such, Fiscal [removed: 2022] [added: 2023] ended on April [removed: 2, 2022] [added: 1, 2023] and was a [removed: 53-week] [added: 52-week] period; Fiscal [removed: 2021] [added: 2022] ended on [removed: March 27, 2021] [added: April 2, 2022] and was a [removed: 52-week] [added: 53-week] period; Fiscal [removed: 2020] [added: 2021] ended on March [removed: 28, 2020] [added: 27, 2021] and was a 52-week period; and Fiscal [removed: 2023] [added: 2024] will end on [removed: April 1, 2023] [added: March 30, 2024] and will be a 52-week period.

Rewritten

*•Overview.* This section provides a general description of our business, global economic conditions and industry trends, and a summary of our financial performance for Fiscal [removed: 2022.][added: 2023.]

Rewritten

- *Results of operations.* This section provides an analysis of our results of operations for Fiscal [removed: 2022] [added: 2023] and Fiscal [removed: 2021] [added: 2022] as compared to the respective prior fiscal year.

Rewritten

- *Financial condition and liquidity.* This section provides a discussion of our financial condition and liquidity as of April [removed: 2, 2022,] [added: 1, 2023,] which includes (i) an analysis of our financial condition as compared to the prior fiscal year-end; (ii) an analysis of changes in our cash flows for Fiscal [removed: 2022] [added: 2023] and Fiscal [removed: 2021] [added: 2022] as compared to the respective prior fiscal year; (iii) an analysis of our liquidity, including the availability under our commercial paper borrowing program and credit facilities, our outstanding debt and covenant compliance, common stock repurchases, and payments of dividends; and (iv) a summary of our material cash requirements as of April [removed: 2, 2022.][added: 1, 2023.]

Rewritten

- *Market risk management.* This section discusses how we manage our risk exposures related to foreign currency exchange rates, interest rates, and our investments as of April [removed: 2, 2022.][added: 1, 2023.]

Rewritten

Our Company is a global leader in the design, marketing, and distribution of [removed: premium] [added: luxury] lifestyle products, including apparel, [removed: footwear,] [added: footwear &] accessories, [removed: home furnishings,] [added: home,] fragrances, and hospitality.

Rewritten

In addition, we license to third parties for specified periods the right to access our various trademarks in connection with the licensees' manufacture and sale of designated products, such as certain apparel, eyewear, fragrances, and [removed: home furnishings.][added: home.]

Rewritten

- *North America* — Our North America segment, representing approximately [removed: 48%] [added: 47%] of our Fiscal [removed: 2022] [added: 2023] net revenues, primarily consists of sales of our Ralph Lauren branded products made through our retail and wholesale businesses [added: primarily] in the U.S. and Canada.

Rewritten

In North America, our retail business is primarily comprised of our Ralph Lauren stores, our [removed: factory] [added: outlet] stores, and our digital commerce site, www.RalphLauren.com.

Rewritten

*•Europe* — Our Europe segment, representing approximately [removed: 28%] [added: 29%] of our Fiscal [removed: 2022] [added: 2023] net revenues, primarily consists of sales of our Ralph Lauren branded products made through our retail and wholesale businesses in Europe and emerging markets.

Rewritten

In Europe, our retail business is primarily comprised of our Ralph Lauren stores, our [removed: factory] [added: outlet] stores, our concession-based shop-within-shops, and our various digital commerce sites.

Rewritten

- *Asia* — Our Asia segment, representing approximately [removed: 21%] [added: 22%] of our Fiscal [removed: 2022] [added: 2023] net revenues, primarily consists of sales of our Ralph Lauren branded products made through our retail and wholesale businesses in Asia, Australia, and New Zealand.

Rewritten

Our retail business in Asia is primarily comprised of our Ralph Lauren stores, our [removed: factory] [added: outlet] stores, our concession-based shop-within-shops, and our various digital commerce sites.

Rewritten

In addition to these reportable segments, we also have other non-reportable segments, representing approximately [removed: 3%] [added: 2%] of our Fiscal [removed: 2022] [added: 2023] net revenues, which primarily consist of Ralph Lauren and Chaps branded royalty revenues earned through our global licensing alliances.

Rewritten

Refer to *"Recent Developments"* for additional discussion regarding the disposition of our former Club Monaco business, as well as the [removed: recent] transition of our Chaps business to a fully licensed business model.

Rewritten

Approximately [removed: 51%] [added: 53%] of our Fiscal [removed: 2022] [added: 2023] net revenues were earned outside of the U.S. See Note 20 to the accompanying consolidated financial statements for further discussion of our segment reporting structure.

Rewritten

Beginning in the fourth quarter of our [removed: Fiscal 2020,] [added: fiscal year ended March 28, 2020 ("Fiscal 2020"),] a novel strain of coronavirus commonly referred to as COVID-19 emerged and spread rapidly across the globe, including throughout all major geographies in which we operate, resulting in [added: widespread] adverse economic conditions and business [removed: disruptions, as well as significant volatility in global financial markets.][added: disruptions.]

Rewritten

Since then, governments worldwide have periodically imposed [removed: varying degrees of] preventative and protective actions, such as temporary travel bans, forced business closures, and stay-at-home orders, all in an effort to reduce the spread of the virus.

Rewritten

[removed: Resurgences and outbreaks in certain parts of the world resulted in further] business disruptions periodically throughout Fiscal 2021, most notably in Europe where a significant number of our stores were closed for approximately [removed: two] [added: 2] to [removed: three] [added: 3] months during the second half of Fiscal 2021, including during the holiday period, due to government-mandated lockdowns and other restrictions.

Rewritten

Such disruptions continued throughout Fiscal 2022 [added: and Fiscal 2023] in certain regions, although to a lesser extent than [removed: the comparable prior year fiscal period.][added: Fiscal 2021.]

Rewritten

The COVID-19 pandemic also [removed: continues to] adversely [removed: impact] [added: impacted] our distribution, logistic, and sourcing partners, including temporary factory closures, labor shortages, vessel, container and other transportation shortages, and port congestion.

Rewritten

Such disruptions [removed: have] [added: resulted in periods of] reduced [removed: the] availability of inventory, delayed timing of inventory receipts, and [removed: resulted in] increased costs for [removed: the] both the purchase and transportation of such [removed: inventory.][added: inventory, most notably during Fiscal 2022 and the first half of Fiscal 2023.]

Rewritten

[removed: Accordingly,] [added: While the impact of these disruptions has generally been less significant than those experienced in Fiscal 2021 and Fiscal 2022,] we cannot predict for how long and to what extent the pandemic [removed: will] [added: may] continue to impact our business [removed: operations] [added: operations, the global supply chain,] or the overall global economy.

Rewritten

The key initiatives underlying these efforts [removed: involve] [added: involved] evaluation of our: (i) team organizational structures and ways of working; (ii) real estate footprint and related costs across our corporate offices, distribution centers, and direct-to-consumer retail and wholesale doors; and (iii) brand portfolio.

Rewritten

Additionally, during a preliminary review of our store portfolio during the second quarter of Fiscal 2021, we [removed: made the decision] [added: decided] to close our Polo store on Regent Street in London.

Rewritten

Specifically, we [removed: have] entered into a multi-year licensing partnership, which took effect on August 1, 2021 following a transition period, with an affiliate of 5 Star Apparel LLC, a division of the OVED Group, to manufacture, market, and distribute Chaps menswear and womenswear.

Rewritten

Specifically, we [removed: are in the process of] further [removed: rightsizing] [added: rightsized] and [removed: consolidating] [added: consolidated] our global corporate offices to better align with our organizational profile and new ways of working.

Rewritten

We also [removed: have closed, and may continue to close,] [added: closed] certain of our stores to improve overall profitability.

Rewritten

Accordingly, we [removed: may realize] [added: have realized] amounts [removed: in the future] related to the receipt of such contingent [removed: consideration.][added: consideration and additional amounts may be realized in the future.]

Rewritten

Additionally, in connection with this divestiture, we [removed: are providing] [added: provided] Regent with certain operational support for a transitional period of approximately [removed: 1] [added: one] year, varying by functional area.

Rewritten

In connection with the Fiscal 2021 Strategic Realignment Plan, we have recorded cumulative pre-tax charges of [removed: $262.1 million,] [added: $281.8 million since its inception,] of which [added: $19.7 million,] $25.3 [removed: million] [added: million,] and $236.8 million were recorded during Fiscal [removed: 2022] [added: 2023, Fiscal 2022,] and Fiscal 2021, respectively.

Rewritten

Actions associated with [removed: this plan] [added: the Fiscal 2021 Strategic Realignment Plan] are [added: now complete and are] expected to result in gross annualized pre-tax expense savings of approximately $200 million, a portion of which is being reinvested [removed: back] into the business.

Rewritten

[removed: Subsequently, during Fiscal 2021, we reduced this one-time] [added: - incremental] tax [removed: benefit by] [added: expense of] $13.8 million [removed: due] [added: recorded within our income tax provision during Fiscal 2021 related] to new legislation enacted in connection with [removed: the European Union's anti-tax avoidance directive,] [added: Swiss tax reform,] which increased our effective [added: tax] rate by 1,840 basis points.

Rewritten

[removed: Additionally, during] [added: During] Fiscal 2022, we [added: also] recorded a charge of $6.4 million within restructuring and other charges, net in the consolidated statements of operations in connection with non-income-related capital taxes resulting from Swiss tax reform.

Rewritten

See Note 10 to the accompanying consolidated financial statements for [removed: additional discussion regarding the Swiss Tax Act.][added: further discussion;]

Rewritten

The global economy has also been negatively impacted by the [removed: war between Russia and Ukraine.][added: Russia-Ukraine war.]

Rewritten

Several [removed: countries,] [added: countries] including the [removed: U.S.,] [added: U.S.] have imposed significant economic sanctions against Russia, including export controls and other trade restrictions with Russian entities.

Rewritten

[removed: Various companies] [added: We] have also voluntarily elected to suspend operations in [removed: Russia in protest of the conflict.][added: Russia.]

Rewritten

Certain other worldwide events and factors, such as international trade relations, new legislation and regulations, taxation or monetary policy changes, political and civil unrest, and [removed: inflationary pressures, including increases in the cost of raw materials, transportation, wages, healthcare and other benefit-related costs,] [added: growing diplomatic tensions,] among other factors, [added: have] also [removed: increase volatility in] [added: adversely impacted] the global economy.

Rewritten

The continuation of these [removed: industry] trends could have a material adverse effect on our business or operating results.

New in FY2023

Such actions have negatively impacted retail traffic, tourism, and consumer spending on discretionary items to varying degrees over the course of the pandemic.

New in FY2023

Resurgences and outbreaks in certain parts of the world resulted in further

New in FY2023

The pandemic continues to evolve, with resurgences and outbreaks occurring in certain parts of the world during Fiscal 2023, including those resulting from variants of the virus.

New in FY2023

For example, changes in economic conditions in the U.S., most notably inflationary pressures (including increases in the cost of raw materials, transportation, and salaries & benefits), rising interest rates, significant foreign currency volatility, recent bank failures, and concerns of a potential recession, continue to impact consumer discretionary income levels, spending, and sentiment in the U.S. and beyond.

New in FY2023

In response to such pressures, as well as in an effort to reduce elevated inventory levels, many U.S. retailers have become increasingly more promotional in an attempt to offset traffic declines and increase conversion.

New in FY2023

While the suspension of our operations in Russia has not resulted in a material impact to our consolidated financial statements, our business has been impacted by the broader macroeconomic implications resulting from the war, including unfavorable foreign currency exchange rates, increases in energy prices, food shortages, and volatility in financial markets, among other factors, which have adversely impacted consumer sentiment and confidence.

New in FY2023

The global economy also continues to be impacted by the COVID-19 pandemic, although to a much lesser extent than what was experienced during the first year of the pandemic.

New in FY2023

As discussed in "*Recent Developments,"* during the last twelve months certain geographic regions continue to be impacted by temporary store closures, restricted operating hours, and/or reduced staffing due to elevated infection levels.

New in FY2023

Despite the development of COVID-19 vaccines and the general lessening of the pandemic's impact on our operating results over time, it is uncertain to what extent the pandemic may continue to impact the global economy.

New in FY2023

Our strategy for mitigating inflationary pressures includes numerous levers, including our commitment to driving average unit retail growth, leveraging our diversified supply chain and strong supplier relationships, elevating our product sustainability efforts, and leveraging our in-house quality control to reduce time and cost from the manufacturing process, among other efforts.

New in FY2023

We have also taken earlier receipts of inventory and strategically utilize faster means of transportation when necessary to maximize full-price selling windows.

New in FY2023

While we remain agile and mindful of the increasing competitive promotional environment, we plan to continue driving our broader long-term strategy of brand elevation, which includes multiple levers to continue driving average unit retail growth and brand equity.

New in FY2023

We also continue to experience varying degrees of business disruptions resulting from the current macroeconomic environment, including ongoing inflationary pressures, foreign currency volatility, the war in Ukraine, and COVID-19-related disruptions.

New in FY2023

These increases in net revenues reflected growth across all of our reportable segments despite the negative impact associated with the absence of the 53rd week, which resulted in incremental net revenues of $62.7 million during the prior fiscal year; the transition of our Chaps business to a fully licensed business model during the second quarter of Fiscal 2022; and the disposition of our former Club Monaco business at the end of the first quarter of Fiscal 2022.

New in FY2023

Our gross profit as a percentage of net revenues decreased by 210 basis points to 64.6% during Fiscal 2023, primarily driven by inflationary cost pressures, unfavorable foreign currency effects, and higher non-routine inventory charges recorded during Fiscal 2023 as compared to the prior fiscal year, partially offset by higher pricing.

New in FY2023

Net income decreased by $77.4 million to $522.7 million in Fiscal 2023 as compared to Fiscal 2022, primarily due to a $94.2 million decline in our operating income, partially offset by a $31.5 million decline in non-operating expense, net.

New in FY2023

Net income per diluted share decreased by $0.49 to $7.58 per share during Fiscal 2023 driven by the lower level of net income, partially offset by lower weighted-average diluted shares outstanding.

New in FY2023

Non-routine inventory charges, net recorded during Fiscal 2023 primarily related to the Russia-Ukraine war (approximately $10 million) and delays in U.S. customs shipment reviews and approvals (approximately $5 million).

New in FY2023

Non-routine inventory benefits, net recorded during Fiscal 2022 related to COVID-19-related reserves.

New in FY2023

Non-routine bad debt reversals, net recorded during Fiscal 2023 primarily related to the Russia-Ukraine war.

New in FY2023

We did not recognize any net revenues during Fiscal 2023 in connection with our former Club Monaco business, whereas we recognized net revenues of approximately $34 million and $100 million during Fiscal 2022 and Fiscal 2021, respectively;

New in FY2023

Fiscal 2023 Compared to Fiscal 2022

New in FY2023

| | | | | | | April 1, 2023 | | | | | | April 2, 2022 | | | | | | $ Change | | | | | | % / bps Change | | |

New in FY2023

| Net revenues | | | | | | $ | 6,443.6 | | | | | $ | 6,218.5 | | | | | $ | 225.1 | | | | | 3.6 | | % |

New in FY2023

| Cost of goods sold | | | | | | (2,277.8) | | | | | | (2,071.0) | | | | | | (206.8) | | | | | | 10.0 | | % |

New in FY2023

| Gross profit | | | | | | 4,165.8 | | | | | | 4,147.5 | | | | | | 18.3 | | | | | | 0.4 | | % |

New in FY2023

| Selling, general, and administrative expenses | | | | | | (3,408.9) | | | | | | (3,305.6) | | | | | | (103.3) | | | | | | 3.1 | | % |

New in FY2023

| Impairment of assets | | | | | | (9.7) | | | | | | (21.3) | | | | | | 11.6 | | | | | | (54.6 | | %) |

New in FY2023

| Restructuring and other charges, net | | | | | | (43.0) | | | | | | (22.2) | | | | | | (20.8) | | | | | | 93.3 | | % |

New in FY2023

| Operating income | | | | | | 704.2 | | | | | | 798.4 | | | | | | (94.2) | | | | | | (11.8 | | %) |

New in FY2023

| Interest expense | | | | | | (40.4) | | | | | | (54.0) | | | | | | 13.6 | | | | | | (25.3 | | %) |

New in FY2023

| Interest income | | | | | | 32.2 | | | | | | 5.5 | | | | | | 26.7 | | | | | | 481.4 | | % |

New in FY2023

| Income before income taxes | | | | | | 691.9 | | | | | | 754.6 | | | | | | (62.7) | | | | | | (8.3 | | %) |

New in FY2023

| Income tax provision | | | | | | (169.2) | | | | | | (154.5) | | | | | | (14.7) | | | | | | 9.5 | | % |

New in FY2023

| Net income | | | | | | $ | 522.7 | | | | | $ | 600.1 | | | | | $ | (77.4) | | | | | (12.9 | | %) |

New in FY2023

| Basic | | | | | | $ | 7.72 | | | | | $ | 8.22 | | | | | $ | (0.50) | | | | | (6.1 | | %) |

New in FY2023

| Diluted | | | | | | $ | 7.58 | | | | | $ | 8.07 | | | | | $ | (0.49) | | | | | (6.1 | | %) |

New in FY2023

*Net Revenues.* Net revenues increased by $225.1 million, or 3.6%, to $6.444 billion in Fiscal 2023 as compared to Fiscal 2022, including unfavorable foreign currency effects of $360.0 million.

New in FY2023

These increases in net revenues reflected growth across all of our reportable segments despite the negative impact associated with the absence of the 53rd week, which resulted in incremental net revenues of $62.7 million during the prior fiscal year; the transition of our Chaps business to a fully licensed business model during the second quarter of Fiscal 2022; and the disposition of our former Club Monaco business at the end of the first quarter of Fiscal 2022.

New in FY2023

| Asia | | | | | | 212 | | | | | | 170 | | |

Dropped from FY2022

| | | | | | | | | |

Dropped from FY2022

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

Dropped from FY2022

Such factors, among others, have resulted in a significant decline in retail traffic, tourism, and consumer spending on discretionary items.

Dropped from FY2022

Additionally, companies across a wide array of industries have implemented various initiatives to reduce operating expenses and preserve cash balances during the pandemic, including work furloughs, reduced pay, and severance actions, which could lower consumers' disposable income levels or willingness to purchase discretionary items.

Dropped from FY2022

Such government restrictions, company initiatives, and other macroeconomic impacts resulting from the pandemic could continue to adversely affect consumer behavior, spending levels, and/or shopping preferences, such as willingness to congregate in indoor shopping centers or other populated locations.

Dropped from FY2022

Our wholesale and licensing businesses have experienced similar impacts, particularly in North America and Europe.

Dropped from FY2022

Throughout the course of the pandemic, our priority has been to ensure the safety and well-being of our employees, customers, and the communities in which we operate around the world.

Dropped from FY2022

We continue to consider the guidance of local governments and global health organizations and have implemented new health and safety protocols in our stores, distribution centers, and corporate facilities.

Dropped from FY2022

We also took various preemptive actions in the prior fiscal year to preserve cash and strengthen our liquidity position, as described in the Fiscal 2021 10-K.

Dropped from FY2022

Such actions included, but were not limited to, issuing $1.250 billion of unsecured senior notes, temporarily suspending our quarterly cash dividend and common stock repurchase programs, temporarily reducing the base compensation of our executives and senior management team, and temporarily furloughing or reducing work hours for a significant portion of our employees.

Dropped from FY2022

Despite the introduction of COVID-19 vaccines and improvements in the global economy as a whole during Fiscal 2022, the pandemic remains volatile and continues to evolve, including the emergence of variants of the virus, such as the Delta and Omicron variants, which has and could continue to adversely affect consumer sentiment and confidence.

Dropped from FY2022

We will continue to assess our operations location-by-location, considering the guidance of local governments and global health organizations.

Dropped from FY2022

Actions associated with the Fiscal 2021 Strategic Realignment Plan were substantially completed by the end of Fiscal 2022, with certain remaining actions expected to be completed during Fiscal 2023.

Dropped from FY2022

We now expect total charges of up to $300 million to be incurred in connection with this plan, consisting of cash-related charges of approximately $180 million and non-cash charges of approximately $120 million.

Dropped from FY2022

*Swiss Tax Reform*

Dropped from FY2022

In May 2019, a public referendum was held in Switzerland that approved the Federal Act on Tax Reform and AHV Financing (the "Swiss Tax Act"), which became effective January 1, 2020.

Dropped from FY2022

The Swiss Tax Act eliminates certain preferential tax items at both the federal and cantonal levels for multinational companies and provides the cantons with parameters for establishing local tax rates and regulations.

Dropped from FY2022

The Swiss Tax Act also provides transitional provisions, one of which allows eligible companies to increase the tax basis of certain assets based on the value generated by their business in previous years, and to amortize such adjustment as a tax deduction over a transitional period.

Dropped from FY2022

In connection with this transitional provision, we recorded a one-time income tax benefit and corresponding deferred tax asset of $122.9 million during Fiscal 2020, which reduced our effective tax rate by 3,760 basis points.

Dropped from FY2022

*Fiscal 2019 Restructuring Plan*

Dropped from FY2022

On June 4, 2018, our Board of Directors approved a restructuring plan associated with our strategic objective of operating with discipline to drive sustainable growth (the "Fiscal 2019 Restructuring Plan").

Dropped from FY2022

The Fiscal 2019 Restructuring Plan included the following activities: (i) rightsizing and consolidation of our global distribution network and corporate offices; (ii) targeted severance-related actions; and (iii) closure of certain of our stores and shop-within-shops.

Dropped from FY2022

Actions associated with the Fiscal 2019 Restructuring Plan resulted in gross annualized expense savings of approximately $80 million.

Dropped from FY2022

In connection with the Fiscal 2019 Restructuring Plan, we have recorded cumulative charges of $145.8 million since its inception, of which $48.5 million was recorded during Fiscal 2020.

Dropped from FY2022

Actions associated with the Fiscal 2019 Restructuring Plan are complete and no additional charges are expected to be incurred in connection with this plan.

Dropped from FY2022

See Note 9 to our accompanying consolidated financial statements for additional discussion regarding charges recorded in connection with the Fiscal 2019 Restructuring Plan.

Dropped from FY2022

The COVID-19 pandemic has resulted in heightened uncertainty surrounding the future state of the global economy, as well as significant volatility in global financial markets.

Dropped from FY2022

As discussed in "*Recent Developments,"* governments worldwide have periodically imposed varying degrees of preventative and protective actions throughout the course of the pandemic, such as temporary travel bans, forced business closures, and stay-at-home orders, all in an effort to reduce the spread of the virus.

Dropped from FY2022

Such actions, together with changes in consumers' willingness to congregate in populated areas and lower levels of disposal income due to higher unemployment rates, have resulted in significant business disruptions across a wide array of industries and an overall decline of the global economy since the outbreak of the pandemic.

Dropped from FY2022

The COVID-19 pandemic has also significantly disrupted distribution, logistic, and supply chain operations globally, including temporary factory closures, labor shortages, vessel, container and other transportation shortages, and port congestion.

Dropped from FY2022

Despite the introduction of COVID-19 vaccines and improvements in the global economy as a whole during Fiscal 2022, resurgences and outbreaks continue to occur in certain geographic locations, including those resulting from variants of the virus, such as the Delta and Omicron variants.

Dropped from FY2022

Accordingly, it is not clear at this time how much longer and to what extent the pandemic will last.

Dropped from FY2022

The Russia-Ukraine war has adversely impacted consumer sentiment and confidence, particularly in Eastern Europe.

Dropped from FY2022

The retail landscape in which we operate has been significantly disrupted by the COVID-19 pandemic, including periods of temporary closures of stores and distribution centers and declines in retail traffic, tourism, and consumer spending on discretionary items.

Dropped from FY2022

The retail industry, particularly in the U.S., has also experienced numerous bankruptcies, restructurings, and ownership changes in recent years.

Dropped from FY2022

Despite improvements in the global economy during Fiscal 2022, supply chain-related risks continue to exist as manufacturers and transportation providers alike are finding it difficult to meet increased consumer demand.

Dropped from FY2022

In response to the COVID-19 pandemic, during the prior fiscal year we took preemptive actions to preserve cash and strengthen our liquidity position, which better enabled us to continue to execute upon our long-term growth strategy despite unfavorable economic conditions.

Dropped from FY2022

Investing in our digital ecosystem remains a primary focus and is a key component of our integrated global omni-channel strategy and driving consumer engagement, particularly in light of the current COVID-19 pandemic, which has and could continue to reshape consumer shopping preferences.

Dropped from FY2022

We continue to scale and expand our Connected Retail capabilities to enhance the consumer experience, which now include virtual selling appointments, Buy Online-Pick Up in Store, and mobile checkout and contactless payments, among other capabilities.

Dropped from FY2022

In addition, we recently launched our first-ever, full-catalog Ralph Lauren mobile shopping app.

An excerpt. Shown here: 40 of 243 rewritten, 40 of 125 added and 40 of 171 removed. The counts are complete. For every sentence, read Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. in the FY2023 filing and the FY2022 filing.

Item 1. Business.

151 rewritten, 79 added, 69 removed, 438 unchanged

Rewritten

Founded in 1967 by Mr. Ralph Lauren, we are a global leader in the design, marketing, and distribution of [removed: premium] [added: luxury] lifestyle products, including apparel, [removed: footwear,] [added: footwear &] accessories, [removed: home furnishings,] [added: home,] fragrances, and hospitality.

Rewritten

We believe that our global reach, breadth of lifestyle product offerings, and multi-channel distribution [added: network] are unique among luxury and apparel companies.

Rewritten

In addition, we license to third parties for specified periods the right to access our various trademarks in connection with the licensees' manufacture and sale of designated products, such as certain apparel, eyewear, fragrances, and [removed: home furnishings.][added: home.]

Rewritten

Our global reach is extensive, as we sell directly to customers throughout the world via our [removed: 504] [added: 553] retail stores and [removed: 684] [added: 722] concession-based shop-within-shops, as well as through our own digital commerce sites and those of various third-party digital partners.

Rewritten

Merchandise is also available through our wholesale distribution channels at [removed: approximately] [added: over] 9,000 doors worldwide, [added: the majority in specialty stores, as well as through the digital commerce sites of many of our wholesale customers.]

Rewritten

In addition to our directly-operated stores and shops, our international licensing partners operate [removed: 148] [added: 182] stores and shops.

Rewritten

As of April [removed: 2, 2022,] [added: 1, 2023,] Mr. R. Lauren, or entities controlled by the Lauren family, held approximately [removed: 85%] [added: 86%] of the voting power of the Company's outstanding common stock.

Rewritten

Our core strengths include a portfolio of [removed: global premium] [added: luxury] lifestyle [removed: brands,] [added: products spanning five categories: apparel, footwear & accessories, home, fragrances, and hospitality;] a well-diversified global multi-channel distribution [removed: network,] [added: network;] an investment philosophy supported by a strong balance [removed: sheet,] [added: sheet;] and an experienced management team.

Rewritten

Despite the various risks and uncertainties associated with the current global economic environment, as discussed further in Item 7 — "*Management's Discussion and Analysis of Financial Condition and Results of Operations — Global Economic Conditions and Industry Trends,*" we believe our core strengths will allow us to [added: effectively] execute our long-term growth strategy.

Rewritten

[removed: ![rl-20220402_g1.jpg](https://www.sec.gov/Archives/edgar/data/1037038/000103703822000014/rl-20220402_g1.jpg)][added: ![Objectives & Opportunities FY23.jpg](https://www.sec.gov/Archives/edgar/data/1037038/000103703823000015/rl-20230401_g1.jpg)]

Rewritten

[removed: Global citizenship and sustainability at Ralph Lauren] [added: "Timeless by Design"] is [removed: rooted in the heritage of our brand and] [added: how we apply] our [removed: purpose] [added: Company's Purpose,] to inspire the dream of a better life through authenticity and timeless [removed: style.][added: style, to our approach to citizenship and sustainability.]

Rewritten

- *Responsible Design* — We commit to embedding [added: environmental and cultural] sustainability, inclusivity, [removed: intention,] and celebration into the products [added: we design] and [removed: services] [added: stories] we [removed: design.][added: tell.]

Rewritten

- *Chemical Management* — [removed: We commit to] [added: As we] monitor and reduce hazardous chemical use and [removed: discharge and we are working] [added: discharge, our ultimate goal is] to eliminate all hazardous chemicals from our product manufacturing.

Rewritten

[removed: - *Water] [added: *•Water] Stewardship* — We commit to reducing water consumption across our value chain and to safeguarding and preserving water resources in our communities.

Rewritten

- *Waste Management* — We commit to integrating zero-waste principles across our business, focusing on reducing waste at its source and diverting waste from landfill through increased [removed: recycling] [added: recycling, reuse,] and [removed: upcycling.][added: other methods.]

Rewritten

[removed: - *Worker Empowerment] [added: *•Rights] and [removed: Well-being*] [added: Empowerment in the Supply Chain*] — We are committed to conducting our global operations ethically [removed: and] with respect for the dignity of all people who make our products.

Rewritten

Additional information relating to [added: Timeless by] Design [removed: the Change] can be found in our annual sustainability [removed: reports,] [added: report,] which is available at our website at http://investor.ralphlauren.com under the caption "Global Citizenship & Sustainability Report." Our [removed: 2022] [added: 2023] Global Citizenship & Sustainability Report is expected to be published in June [removed: 2022.][added: 2023.]

Rewritten

[added: The content of our sustainability] reports is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC.

Rewritten

Beginning in the fourth quarter of our [removed: Fiscal 2020,] [added: fiscal year ended March 28, 2020 ("Fiscal 2020"),] a novel strain of coronavirus commonly referred to as COVID-19 emerged and spread rapidly across the globe, including throughout all major geographies in which we operate, resulting in [added: widespread] adverse economic conditions and business [removed: disruptions, as well as significant volatility in global financial markets.][added: disruptions.]

Rewritten

Since then, governments worldwide have periodically imposed [removed: varying degrees of] preventative and protective actions, such as temporary travel bans, forced business closures, and stay-at-home orders, all in an effort to reduce the spread of the virus.

Rewritten

Resurgences and outbreaks in certain parts of the world resulted in further business disruptions periodically throughout Fiscal 2021, most notably in Europe where a significant number of our stores were closed for approximately [removed: two] [added: 2] to [removed: three] [added: 3] months during the second half of Fiscal 2021, including during the holiday period, due to government-mandated lockdowns and other restrictions.

Rewritten

Such disruptions continued throughout Fiscal 2022 [added: and Fiscal 2023] in certain regions, although to a lesser extent than [removed: the comparable prior year fiscal period.][added: Fiscal 2021.]

Rewritten

The COVID-19 pandemic also [removed: continues to] adversely [removed: impact] [added: impacted] our distribution, logistic, and sourcing partners, including temporary factory closures, labor shortages, vessel, container and other transportation shortages, and port congestion.

Rewritten

Such disruptions [removed: have] [added: resulted in periods of] reduced [removed: the] availability of inventory, delayed timing of inventory receipts, and [removed: resulted in] increased costs for [removed: the] both the purchase and transportation of such [removed: inventory.][added: inventory, most notably during Fiscal 2022 and the first half of Fiscal 2023.]

Rewritten

[removed: Throughout the course of the pandemic, our] [added: Our] priority [removed: has been] [added: continues] to [added: be to] ensure the safety and well-being of [added: all of] our employees, customers, and the communities in which we operate [added: in] around the world.

Rewritten

[removed: Accordingly,] [added: While the impact of these disruptions has generally been less significant than those experienced in Fiscal 2021 and Fiscal 2022,] we cannot predict for how long and to what extent the pandemic [removed: will] [added: may] continue to impact our business [removed: operations] [added: operations, the global supply chain,] or the overall global economy.

Rewritten

The key initiatives underlying these efforts [removed: involve] [added: involved] evaluation of our: (i) team organizational structures and ways of working; (ii) real estate footprint and related costs across our corporate offices, distribution centers, and direct-to-consumer retail and wholesale doors; and (iii) brand portfolio.

Rewritten

Additionally, during a preliminary review of our store portfolio during the second quarter of Fiscal 2021, we [removed: made the decision] [added: decided] to close our Polo store on Regent Street in London.

Rewritten

Specifically, we [removed: have] entered into a multi-year licensing partnership, which took effect on August 1, 2021 following a transition period, with an [removed: affiliate of 5 Star Apparel LLC, a division of the OVED Group, to manufacture, market, and distribute Chaps menswear and womenswear.]

Rewritten

This agreement [removed: has] created incremental value for the Company by enabling an even greater focus on elevating our core brands in the marketplace, reducing our direct exposure to the North America department store channel, and setting up Chaps to deliver on its potential with an experienced partner that is focused on nurturing the brand.

Rewritten

Specifically, we [removed: are in the process of] further [removed: rightsizing] [added: rightsized] and [removed: consolidating] [added: consolidated] our global corporate offices to better align with our organizational profile and new ways of working.

Rewritten

We also [removed: have closed, and may continue to close,] [added: closed] certain of our stores to improve overall profitability.

Rewritten

Accordingly, we [removed: may realize] [added: have realized] amounts [removed: in the future] related to the receipt of such contingent [removed: consideration.][added: consideration and additional amounts may be realized in the future.]

Rewritten

Additionally, in connection with this divestiture, we [removed: are providing] [added: provided] Regent with certain operational support for a transitional period of approximately one year, varying by functional area.

Rewritten

In connection with the Fiscal 2021 Strategic Realignment Plan, we have recorded cumulative pre-tax charges of [removed: $262.1 million,] [added: $281.8 million since its inception,] of which [added: $19.7 million,] $25.3 [removed: million] [added: million,] and $236.8 million were recorded during Fiscal [removed: 2022] [added: 2023, Fiscal 2022,] and Fiscal 2021, respectively.

Rewritten

Actions associated with [removed: this plan] [added: the Fiscal 2021 Strategic Realignment Plan] are [added: now complete and are] expected to result in gross annualized pre-tax expense savings of approximately $200 million, a portion of which is being reinvested [removed: back] into the business.

Rewritten

Our products, which include apparel, [removed: footwear,] [added: footwear &] accessories, and fragrance collections for men and women, as well as childrenswear and [removed: home furnishings,] [added: home,] together with our hospitality portfolio, comprise one of the most widely recognized families of consumer brands.

Rewritten

- *Footwear [removed: and] [added: &] Accessories* — Our range of footwear [removed: and] [added: &] accessories encompasses men's, women's, and children's, including casual shoes, dress shoes, boots, sneakers, sandals, eyewear, watches, fashion and fine jewelry, scarves, hats, gloves, umbrellas, and leather goods, including handbags, luggage, small leather goods, and belts, which are sold under our Ralph Lauren Collection, Ralph Lauren Purple Label, Double RL, Polo Ralph Lauren, Lauren Ralph Lauren, Polo Ralph Lauren Children, and Chaps brands.

Rewritten

Each piece is inspired by a vision of timeless luxury and modern [removed: elegance,] [added: elegance] and is crafted with unparalleled passion and artistry.

Rewritten

Ralph Lauren Collection and Ralph Lauren Purple Label are [added: made in Italy with the utmost attention to detail and quality and are] available in select Ralph Lauren stores around the world, an exclusive selection of the finest specialty stores, and online at our Ralph Lauren digital commerce sites, including RalphLauren.com.

New in FY2023

Since our founding, we have believed in creating things that are timeless — that last and never go out of style.

New in FY2023

Our iconic products are created to be worn, loved and passed on through generations.

New in FY2023

This ethos of timelessness extends beyond our products to the lives, communities and material resources our business intersects.

New in FY2023

We live this commitment through three key pillars:

New in FY2023

1.Create with Intent

New in FY2023

- *Integrated Circularity* — We are committed to designing products with circularity in mind, connecting consumers to opportunities for rental, repair and recirculation in select top cities and investing in scalable innovation.

New in FY2023

- *Sustainable Materials* — We are committed to using materials in ways that reduce environmental impact, protect biodiversity and animal welfare, support livelihoods, and improve the traceability of raw materials.

New in FY2023

*•Responsible Sourcing* — We seek to work with partners who share our values and our commitment to conduct business with social and environmental integrity at heart.

New in FY2023

*•Climate* — We commit to playing our part to address the climate crisis by reducing greenhouse gas emissions across our supply chain to a level consistent with reaching global net zero emissions.

New in FY2023

*•Biodiversity* — We are committed to leveraging science to build an in-depth understanding of our current impacts on biodiversity; identifying ways to avoid new negative impacts and reduce existing ones where possible; developing strategies to restore and regenerate ecosystems; and identifying opportunities to engage in transformative, systems-level efforts to address drivers of nature loss.

New in FY2023

- *Diversity, Equity, and Inclusion* — Our purpose to inspire the dream of a better life drives us to create a culture of diversity, equity, inclusion, and belonging inside our Company and throughout our communities.

New in FY2023

- *Employee Well-being* — We are dedicated to supporting the physical, emotional, social, and financial needs of our employees and their families to help them thrive.

New in FY2023

We focus on employee wellness, engagement, learning and development, and compensation and benefits.

New in FY2023

- *Community Engagement and Philanthropy* — We seek to make the dream of a better life a reality in communities across the globe through contributions and actions that create positive social and environmental impact.

New in FY2023

Our approach aims to create a positive impact in the lives of factory workers and their families.

New in FY2023

Such actions have negatively impacted retail traffic, tourism, and consumer spending on discretionary items to varying degrees over the course of the pandemic.

New in FY2023

The pandemic continues to evolve, with resurgences and outbreaks occurring in certain parts of the world during Fiscal 2023, including those resulting from variants of the virus.

New in FY2023

affiliate of 5 Star Apparel LLC, a division of the OVED Group, to manufacture, market, and distribute Chaps menswear and womenswear.

New in FY2023

During Fiscal 2023, we introduced Polo Earth, a gender-neutral fragrance designed with sustainability in mind, made of 97% natural-origin ingredients.

New in FY2023

During Fiscal 2023, we opened our first restaurant in the Asia Pacific region, *Ralph's Bar* in Chengdu, China.

New in FY2023

During Fiscal 2023, we opened 44 new Ralph

New in FY2023

Lauren stores and closed 10 stores.

New in FY2023

| Total | | | | | | 209 | | |

New in FY2023

Outlet Stores

New in FY2023

| | | | | | | Outlet Stores | | |

New in FY2023

| Total | | | | | | 344 | | |

New in FY2023

| Asia | | | | | | 692 | | |

New in FY2023

| Total(a) | | | | | | 722 | | |

New in FY2023

| Europe | | | | | | 5,339 | | |

New in FY2023

| Asia | | | | | | 612 | | |

New in FY2023

| Total | | | | | | 9,275 | | |

New in FY2023

| Europe | | | | | | 6,739 | | |

New in FY2023

| Asia | | | | | | 893 | | |

New in FY2023

| Total | | | | | | 14,692 | | |

New in FY2023

| | | | | | | Intimates and Sleepwear | | | | | | Delta Galil (global) | | |

New in FY2023

| | | | | | | Chaps | | | | | | 5 Star Apparel LLC (includes South America and South Korea) | | |

New in FY2023

We have launched RalphLauren.com flagships across many new markets and introduced additional languages and payment methods globally.

New in FY2023

We continue to enhance consumer experiences and engagement with greater personalization, enhanced content, and augmented and virtual reality on our digital flagships and Ralph Lauren app.

New in FY2023

behalf.

New in FY2023

Additionally, in October 2022, we held our first-ever West Coast fashion show, featuring our multi-brand, multi-gender ode to *California Dreaming*.

Dropped from FY2022

the majority in specialty stores, as well as through the digital commerce sites of many of our wholesale customers.

Dropped from FY2022

We believe that delivering the next 50 years for Ralph Lauren means rethinking our impact on the environment and society and utilizing creativity, the power of design, and innovative technologies to drive meaningful change.

Dropped from FY2022

We call our citizenship and sustainability plan "Design the Change," and through this strategy, we’re creating a more sustainable future in three key areas:

Dropped from FY2022

1.Create Timeless Style

Dropped from FY2022

- *Circularity* — We are committed to a comprehensive circular strategy, whereby we will inform our product development and support more circular systems in our industry by designing out waste and pollution, keeping products and materials in use, and regenerating natural systems.

Dropped from FY2022

- *Sustainable Materials* — We commit to using more materials in a way that results in positive social and environmental outcomes, protects biodiversity, advances animal welfare, and continuously improves traceability of our raw materials.

Dropped from FY2022

- *Sustainable Spaces* — We are committed to designing and building Ralph Lauren stores with materials that minimize environmental impact and maximize occupant health.

Dropped from FY2022

- *Carbon and Energy* — We are committed to playing our part to address the climate crisis by reducing greenhouse gas emissions across our value chain and investing in credible emission removals.

Dropped from FY2022

- *Sustainable Packaging* — We commit to our packaging material being recyclable, reusable, or sustainably sourced.

Dropped from FY2022

- *Diversity, Equity, and Inclusion* — We unite and inspire the communities within our Company, as well as those we serve, by amplifying voices and perspectives to create a culture of belonging, equality, inclusion, and fairness for all.

Dropped from FY2022

- *Community Engagement and Philanthropy* — We commit to making a meaningful difference in our communities through our global employee volunteerism and our dedication to social and environmental causes.

Dropped from FY2022

We aim to enrich the quality of work and life for everyone in our supply chain, ensuring they all have the opportunity to reach their full potential in a safe and inclusive environment.

Dropped from FY2022

The content of our sustainability

Dropped from FY2022

Such factors, among others, have resulted in a significant decline in retail traffic, tourism, and consumer spending on discretionary items.

Dropped from FY2022

Additionally, companies across a wide array of industries have implemented various initiatives to reduce operating expenses and preserve cash balances during the pandemic, including work furloughs, reduced pay, and severance actions, which could lower consumers' disposable income levels or willingness to purchase discretionary items.

Dropped from FY2022

Such government restrictions, company initiatives, and other macroeconomic impacts resulting from the pandemic could continue to adversely affect consumer behavior, spending levels, and/or shopping preferences, such as willingness to congregate in indoor shopping centers or other populated locations.

Dropped from FY2022

Our wholesale and licensing businesses have experienced similar impacts, particularly in North America and Europe.

Dropped from FY2022

We continue to consider the guidance of local governments and global health organizations and have implemented new health and safety protocols in our stores, distribution centers, and corporate facilities.

Dropped from FY2022

We also took various preemptive actions in the prior fiscal year to preserve cash and strengthen our liquidity position, as described in the Fiscal 2021 10-K.

Dropped from FY2022

Such actions included, but were not limited to, issuing $1.250 billion of unsecured senior notes, temporarily suspending our quarterly cash dividend and common stock repurchase programs, temporarily reducing the base compensation of our executives and senior management team, and temporarily furloughing or reducing work hours for a significant portion of our employees.

Dropped from FY2022

Despite the introduction of COVID-19 vaccines and improvements in the global economy as a whole during Fiscal 2022, the pandemic remains volatile and continues to evolve, including the emergence of variants of the virus, such as the Delta and Omicron variants, which has and could continue to adversely affect consumer sentiment and confidence.

Dropped from FY2022

We will continue to assess our operations location-by-location, considering the guidance of local governments and global health organizations.

Dropped from FY2022

Actions associated with the Fiscal 2021 Strategic Realignment Plan were substantially completed by the end of Fiscal 2022, with certain remaining actions expected to be completed during Fiscal 2023.

Dropped from FY2022

We now expect total charges of up to $300 million to be incurred in connection with this plan, consisting of cash-related charges of approximately $180 million and non-cash charges of approximately $120 million.

Dropped from FY2022

Double RL is available at Double

Dropped from FY2022

| Total | | | | | | 175 | | |

Dropped from FY2022

Factory Stores

Dropped from FY2022

During Fiscal 2022, we opened 11 new factory stores and closed 7 stores.

Dropped from FY2022

| | | | | | | Factory Stores | | |

Dropped from FY2022

| Total | | | | | | 329 | | |

Dropped from FY2022

| Asia | | | | | | 654 | | |

Dropped from FY2022

| Total(a) | | | | | | 684 | | |

Dropped from FY2022

| Europe | | | | | | 5,184 | | |

Dropped from FY2022

| Asia | | | | | | 446 | | |

Dropped from FY2022

| Total | | | | | | 9,003 | | |

Dropped from FY2022

| Europe | | | | | | 6,640 | | |

Dropped from FY2022

| Asia | | | | | | 621 | | |

Dropped from FY2022

| Total | | | | | | 14,452 | | |

Dropped from FY2022

Our physical flagships are also brought to life in a digital format through our virtual store experience, allowing consumers to experience our brands and product assortments in a way that was previously only possible by walking into our stores.

Dropped from FY2022

*vendors, and lenders, which in turn could materially adversely affect our business,"* and Item 1A — "*Risk Factors* — *Risks Related to our Business and Operations — Our business is subject to risks associated with importing products and the ability of our manufacturers to produce our goods on time and to our specifications*."

An excerpt. Shown here: 40 of 151 rewritten, 40 of 79 added and 40 of 69 removed. The counts are complete. For every sentence, read Item 1. Business. in the FY2023 filing and the FY2022 filing.

Cover and table of contents

35 rewritten, 5 added, 2 removed, 110 unchanged

Rewritten

For the fiscal year ended April [removed: 2, 2022][added: 1, 2023]

Rewritten

The aggregate market value of the registrant's voting common stock held by non-affiliates of the registrant was approximately [removed: $5.624] [added: $3.462] billion as of September [removed: 24, 2021,] [added: 30, 2022,] the last business day of the registrant's most recently completed second fiscal quarter based on the closing price of the common stock on the New York Stock Exchange.

Rewritten

At May [removed: 18, 2022, 45,194,105] [added: 19, 2023, 40,523,457] shares of the registrant's Class A common stock, $.01 par value and 24,881,276 shares of the registrant's Class B common stock, $.01 par value were outstanding.

Rewritten

Part III incorporates by reference information from certain portions of the registrant's definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the fiscal year ended April [removed: 2, 2022.][added: 1, 2023.]

Rewritten

| [Item [removed: 1.](#i500ae552570a41b3bd85adecd06bbcd8_13)] [added: 1.](#i8af81de87c674dc8b7e44c86e29a1ce7_16)] | | | [removed: [Business](#i500ae552570a41b3bd85adecd06bbcd8_13)] [added: [Business](#i8af81de87c674dc8b7e44c86e29a1ce7_16)] | | | [removed: [3](#i500ae552570a41b3bd85adecd06bbcd8_13)] [added: [3](#i8af81de87c674dc8b7e44c86e29a1ce7_16)] | | |

Rewritten

| [Item [removed: 1A.](#i500ae552570a41b3bd85adecd06bbcd8_82)] [added: 1A.](#i8af81de87c674dc8b7e44c86e29a1ce7_85)] | | | [Risk [removed: Factors](#i500ae552570a41b3bd85adecd06bbcd8_82)] [added: Factors](#i8af81de87c674dc8b7e44c86e29a1ce7_85)] | | | [removed: [25](#i500ae552570a41b3bd85adecd06bbcd8_82)] [added: [25](#i8af81de87c674dc8b7e44c86e29a1ce7_85)] | | |

Rewritten

| [Item [removed: 1B.](#i500ae552570a41b3bd85adecd06bbcd8_85)] [added: 1B.](#i8af81de87c674dc8b7e44c86e29a1ce7_88)] | | | [Unresolved Staff [removed: Comments](#i500ae552570a41b3bd85adecd06bbcd8_85)] [added: Comments](#i8af81de87c674dc8b7e44c86e29a1ce7_88)] | | | [removed: [39](#i500ae552570a41b3bd85adecd06bbcd8_85)] [added: [40](#i8af81de87c674dc8b7e44c86e29a1ce7_88)] | | |

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| [Item [removed: 2.](#i500ae552570a41b3bd85adecd06bbcd8_88)] [added: 2.](#i8af81de87c674dc8b7e44c86e29a1ce7_91)] | | | [removed: [Properties](#i500ae552570a41b3bd85adecd06bbcd8_88)] [added: [Properties](#i8af81de87c674dc8b7e44c86e29a1ce7_91)] | | | [removed: [40](#i500ae552570a41b3bd85adecd06bbcd8_88)] [added: [40](#i8af81de87c674dc8b7e44c86e29a1ce7_91)] | | |

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| [Item [removed: 3.](#i500ae552570a41b3bd85adecd06bbcd8_91)] [added: 3.](#i8af81de87c674dc8b7e44c86e29a1ce7_94)] | | | [Legal [removed: Proceedings](#i500ae552570a41b3bd85adecd06bbcd8_91)] [added: Proceedings](#i8af81de87c674dc8b7e44c86e29a1ce7_94)] | | | [removed: [40](#i500ae552570a41b3bd85adecd06bbcd8_91)] [added: [41](#i8af81de87c674dc8b7e44c86e29a1ce7_94)] | | |

Rewritten

| [Item [removed: 4.](#i500ae552570a41b3bd85adecd06bbcd8_94)] [added: 4.](#i8af81de87c674dc8b7e44c86e29a1ce7_97)] | | | [Mine Safety [removed: Disclosure](#i500ae552570a41b3bd85adecd06bbcd8_94)] [added: Disclosure](#i8af81de87c674dc8b7e44c86e29a1ce7_97)] | | | [removed: [40](#i500ae552570a41b3bd85adecd06bbcd8_94)] [added: [41](#i8af81de87c674dc8b7e44c86e29a1ce7_97)] | | |

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| [Item [removed: 5.](#i500ae552570a41b3bd85adecd06bbcd8_100)] [added: 5.](#i8af81de87c674dc8b7e44c86e29a1ce7_103)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i500ae552570a41b3bd85adecd06bbcd8_100)] [added: Securities](#i8af81de87c674dc8b7e44c86e29a1ce7_103)] | | | [removed: [41](#i500ae552570a41b3bd85adecd06bbcd8_100)] [added: [41](#i8af81de87c674dc8b7e44c86e29a1ce7_103)] | | |

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| [Item [removed: 7.](#i500ae552570a41b3bd85adecd06bbcd8_106)] [added: 7.](#i8af81de87c674dc8b7e44c86e29a1ce7_109)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i500ae552570a41b3bd85adecd06bbcd8_106)] [added: Operations](#i8af81de87c674dc8b7e44c86e29a1ce7_109)] | | | [removed: [43](#i500ae552570a41b3bd85adecd06bbcd8_106)] [added: [43](#i8af81de87c674dc8b7e44c86e29a1ce7_109)] | | |

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| [Item [removed: 7A.](#i500ae552570a41b3bd85adecd06bbcd8_130)] [added: 7A.](#i8af81de87c674dc8b7e44c86e29a1ce7_133)] | | | [Quantitative and Qualitative [removed: Disclosures](#i500ae552570a41b3bd85adecd06bbcd8_130) [A](#i500ae552570a41b3bd85adecd06bbcd8_130)[bout] [added: Disclosures About] Market [removed: Risk](#i500ae552570a41b3bd85adecd06bbcd8_130)] [added: Risk](#i8af81de87c674dc8b7e44c86e29a1ce7_133)] | | | [removed: [76](#i500ae552570a41b3bd85adecd06bbcd8_130)] [added: [74](#i8af81de87c674dc8b7e44c86e29a1ce7_133)] | | |

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| [Item [removed: 8.](#i500ae552570a41b3bd85adecd06bbcd8_133)] [added: 8.](#i8af81de87c674dc8b7e44c86e29a1ce7_136)] | | | [Financial Statements and Supplementary [removed: Data](#i500ae552570a41b3bd85adecd06bbcd8_133)] [added: Data](#i8af81de87c674dc8b7e44c86e29a1ce7_136)] | | | [removed: [76](#i500ae552570a41b3bd85adecd06bbcd8_133)] [added: [74](#i8af81de87c674dc8b7e44c86e29a1ce7_136)] | | |

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| [Item [removed: 9.](#i500ae552570a41b3bd85adecd06bbcd8_136)] [added: 9.](#i8af81de87c674dc8b7e44c86e29a1ce7_139)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i500ae552570a41b3bd85adecd06bbcd8_136)] [added: Disclosure](#i8af81de87c674dc8b7e44c86e29a1ce7_139)] | | | [removed: [76](#i500ae552570a41b3bd85adecd06bbcd8_136)] [added: [74](#i8af81de87c674dc8b7e44c86e29a1ce7_139)] | | |

Rewritten

| [Item [removed: 9A.](#i500ae552570a41b3bd85adecd06bbcd8_139)] [added: 9A.](#i8af81de87c674dc8b7e44c86e29a1ce7_142)] | | | [removed: [Controls](#i500ae552570a41b3bd85adecd06bbcd8_139) [](#i500ae552570a41b3bd85adecd06bbcd8_139)[and](#i500ae552570a41b3bd85adecd06bbcd8_139) [Procedures](#i500ae552570a41b3bd85adecd06bbcd8_139)] [added: [Controls and Procedures](#i8af81de87c674dc8b7e44c86e29a1ce7_142)] | | | [removed: [76](#i500ae552570a41b3bd85adecd06bbcd8_139)] [added: [74](#i8af81de87c674dc8b7e44c86e29a1ce7_142)] | | |

Rewritten

| [Item [removed: 9B.](#i500ae552570a41b3bd85adecd06bbcd8_142)] [added: 9B.](#i8af81de87c674dc8b7e44c86e29a1ce7_145)] | | | [Other [removed: Information](#i500ae552570a41b3bd85adecd06bbcd8_142)] [added: Information](#i8af81de87c674dc8b7e44c86e29a1ce7_145)] | | | [removed: [77](#i500ae552570a41b3bd85adecd06bbcd8_142)] [added: [75](#i8af81de87c674dc8b7e44c86e29a1ce7_145)] | | |

Rewritten

| [Item [removed: 9C.](#i500ae552570a41b3bd85adecd06bbcd8_2358)] [added: 9C.](#i8af81de87c674dc8b7e44c86e29a1ce7_148)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i500ae552570a41b3bd85adecd06bbcd8_2358)] [added: Inspections](#i8af81de87c674dc8b7e44c86e29a1ce7_148)] | | | [removed: [77](#i500ae552570a41b3bd85adecd06bbcd8_2358)] [added: [75](#i8af81de87c674dc8b7e44c86e29a1ce7_148)] | | |

Rewritten

| [Item [removed: 10.](#i500ae552570a41b3bd85adecd06bbcd8_148)] [added: 10.](#i8af81de87c674dc8b7e44c86e29a1ce7_154)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i500ae552570a41b3bd85adecd06bbcd8_148)] [added: Governance](#i8af81de87c674dc8b7e44c86e29a1ce7_154)] | | | [removed: [77](#i500ae552570a41b3bd85adecd06bbcd8_148)] [added: [75](#i8af81de87c674dc8b7e44c86e29a1ce7_154)] | | |

Rewritten

| [Item [removed: 11.](#i500ae552570a41b3bd85adecd06bbcd8_151)] [added: 11.](#i8af81de87c674dc8b7e44c86e29a1ce7_157)] | | | [Executive [removed: Compensation](#i500ae552570a41b3bd85adecd06bbcd8_151)] [added: Compensation](#i8af81de87c674dc8b7e44c86e29a1ce7_157)] | | | [removed: [77](#i500ae552570a41b3bd85adecd06bbcd8_151)] [added: [75](#i8af81de87c674dc8b7e44c86e29a1ce7_157)] | | |

Rewritten

| [Item [removed: 12.](#i500ae552570a41b3bd85adecd06bbcd8_154)] [added: 12.](#i8af81de87c674dc8b7e44c86e29a1ce7_160)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i500ae552570a41b3bd85adecd06bbcd8_154)] [added: Matters](#i8af81de87c674dc8b7e44c86e29a1ce7_160)] | | | [removed: [78](#i500ae552570a41b3bd85adecd06bbcd8_154)] [added: [76](#i8af81de87c674dc8b7e44c86e29a1ce7_160)] | | |

Rewritten

| [Item [removed: 13.](#i500ae552570a41b3bd85adecd06bbcd8_157)] [added: 13.](#i8af81de87c674dc8b7e44c86e29a1ce7_163)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i500ae552570a41b3bd85adecd06bbcd8_157)] [added: Independence](#i8af81de87c674dc8b7e44c86e29a1ce7_163)] | | | [removed: [78](#i500ae552570a41b3bd85adecd06bbcd8_157)] [added: [76](#i8af81de87c674dc8b7e44c86e29a1ce7_163)] | | |

Rewritten

| [Item [removed: 14.](#i500ae552570a41b3bd85adecd06bbcd8_160)] [added: 14.](#i8af81de87c674dc8b7e44c86e29a1ce7_166)] | | | [Principal [removed: Account](#i500ae552570a41b3bd85adecd06bbcd8_160)[ant](#i500ae552570a41b3bd85adecd06bbcd8_160) [Fees] [added: Accountant Fees] and [removed: Services](#i500ae552570a41b3bd85adecd06bbcd8_160)] [added: Services](#i8af81de87c674dc8b7e44c86e29a1ce7_166)] | | | [removed: [78](#i500ae552570a41b3bd85adecd06bbcd8_160)] [added: [76](#i8af81de87c674dc8b7e44c86e29a1ce7_166)] | | |

Rewritten

| [Item [removed: 15.](#i500ae552570a41b3bd85adecd06bbcd8_166)] [added: 15.](#i8af81de87c674dc8b7e44c86e29a1ce7_172)] | | | [removed: [Exhibits](#i500ae552570a41b3bd85adecd06bbcd8_166) [and](#i500ae552570a41b3bd85adecd06bbcd8_166) [Financial] [added: [Exhibits and Financial] Statement [removed: Schedules](#i500ae552570a41b3bd85adecd06bbcd8_166)] [added: Schedules](#i8af81de87c674dc8b7e44c86e29a1ce7_172)] | | | [removed: [79](#i500ae552570a41b3bd85adecd06bbcd8_166)] [added: [77](#i8af81de87c674dc8b7e44c86e29a1ce7_172)] | | |

Rewritten

| [Item [removed: 16.](#i500ae552570a41b3bd85adecd06bbcd8_2382)] [added: 16.](#i8af81de87c674dc8b7e44c86e29a1ce7_175)] | | | [Form 10-K [removed: Summary](#i500ae552570a41b3bd85adecd06bbcd8_2382)] [added: Summary](#i8af81de87c674dc8b7e44c86e29a1ce7_175)] | | | [removed: [82](#i500ae552570a41b3bd85adecd06bbcd8_2382)] [added: [79](#i8af81de87c674dc8b7e44c86e29a1ce7_175)] | | |

Rewritten

Various statements in this Form 10-K or incorporated by reference into this Form 10-K, in future filings by us with the Securities and Exchange Commission (the "SEC"), in our press releases, and in oral statements made from time to time by [removed: us or on our behalf constitute] [added: representatives of the Company, may contain certain] "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.

Rewritten

Forward-looking statements include, without limitation, statements regarding our [added: current expectations about the Company's] future operating results and [removed: sources of liquidity (especially in light of the COVID-19 pandemic),] [added: financial condition,] the implementation and [removed: impact] [added: results] of our strategic [removed: plans, initiatives] [added: plans] and [added: initiatives, store openings and closings,] capital expenses, our plans regarding our quarterly cash dividend and Class A common stock repurchase programs, and our ability to meet environmental, social, and governance goals.

Rewritten

[removed: Forward-looking] [added: These forward-looking] statements [removed: are based on current expectations and are indicated by words or phrases such as "anticipate," "outlook," "estimate," "expect," "project," "believe," "envision," "goal," "target," "can," "will," and similar words or phrases and] involve known and unknown risks, uncertainties, and other factors which may cause actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed in or implied by such forward-looking statements.

Rewritten

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

Rewritten

- the impact of economic, political, and other conditions on us, our customers, suppliers, vendors, and lenders, including potential business disruptions related to the war between Russia and Ukraine, civil and political unrest, [removed: and] diplomatic tensions between the U.S. and other [removed: countries;][added: countries, rising interest rates, and recent bank failures, among other factors described herein;]

Rewritten

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

Rewritten

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

Rewritten

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

Rewritten

All references to "Fiscal 2023" represent the 52-week fiscal year [removed: ending] [added: ended] April 1, 2023.

Rewritten

All references to "Fiscal [removed: 2020"] [added: 2024"] represent the 52-week fiscal year [removed: ended] [added: ending] March [removed: 28, 2020.][added: 30, 2024.]

New in FY2023

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

New in FY2023

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

New in FY2023

| [Item 6.](#i8af81de87c674dc8b7e44c86e29a1ce7_106) | | | [Reserved](#i8af81de87c674dc8b7e44c86e29a1ce7_106) | | | [42](#i8af81de87c674dc8b7e44c86e29a1ce7_106) | | |

New in FY2023

| | | | [Signatures](#i8af81de87c674dc8b7e44c86e29a1ce7_178) | | | [80](#i8af81de87c674dc8b7e44c86e29a1ce7_178) | | |

New in FY2023

Forward-looking statements are based on current expectations and are indicated by words or phrases such as "aim," "anticipate," "outlook," "estimate," "ensure," "commit," "expect," "project," "believe," "envision," "goal," "target," "can," "will," and similar words or phrases.

Dropped from FY2022

| [Item 6.](#i500ae552570a41b3bd85adecd06bbcd8_103) | | | [Reserved](#i500ae552570a41b3bd85adecd06bbcd8_103) | | | [42](#i500ae552570a41b3bd85adecd06bbcd8_103) | | |

Dropped from FY2022

| | | | [Signatures](#i500ae552570a41b3bd85adecd06bbcd8_169) | | | [83](#i500ae552570a41b3bd85adecd06bbcd8_169) | | |

Item 1B. Unresolved Staff Comments.

0 rewritten, 0 added, 3 removed, 1 unchanged

Dropped from FY2022

| | | | | | | | | |

Dropped from FY2022

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

Dropped from FY2022

| | | | 39 | | | | | |

Item 2. Properties.

7 rewritten, 8 added, 1 removed, 23 unchanged

Rewritten

We [added: primarily] lease space for our retail stores, showrooms, warehouses, and offices in various domestic and international locations.

Rewritten

We do not own any real property except for our retail digital commerce call center and distribution facility in High Point, North [removed: Carolina;] [added: Carolina,] and our retail stores in Southampton and Easthampton, New York, and Nantucket, [removed: Massachusetts.][added: Massachusetts, which we own.]

Rewritten

The following table sets forth information relating to our principal properties as of April [removed: 2, 2022:][added: 1, 2023:]

Rewritten

| N. Rodeo Drive, Beverly Hills | | | | | | Retail flagship store | | | | | | [removed: 19,400] [added: 22,200] | | |

Rewritten

As of April [removed: 2, 2022,] [added: 1, 2023,] we directly operated [removed: 504] [added: 553] retail stores, totaling approximately [removed: 4.0] [added: 4.1] million square feet.

Rewritten

We [removed: anticipate] [added: expect] that we will be able to extend our retail store leases, as well as [removed: those] leases for our non-retail facilities, which expire in the near future on satisfactory terms or [added: otherwise] relocate to desirable alternate locations.

Rewritten

We generally lease our freestanding retail stores for initial periods ranging from 3 to [removed: 15] [added: 10] years, with renewal options.

New in FY2023

| Whitsett, NC | | | | | | Wholesale and retail distribution facility | | | | | | 520,600 | | |

New in FY2023

| Long Island City, NY | | | | | | Corporate offices, design and digital production studios, showrooms, and warehousing | | | | | | 206,700 | | |

New in FY2023

| Nutley, NJ | | | | | | Corporate offices | | | | | | 109,300 | | |

New in FY2023

| Geneva, Switzerland | | | | | | Europe corporate office | | | | | | 31,200 | | |

New in FY2023

| Shanghai, China | | | | | | Asia corporate offices | | | | | | 28,800 | | |

New in FY2023

| | | | | | | | | |

New in FY2023

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

New in FY2023

| | | | 40 | | | | | |

Dropped from FY2022

| Nutley, NJ | | | | | | Corporate and retail administrative offices and showrooms | | | | | | 145,700 | | |

Item 4. Mine Safety Disclosures.

0 rewritten, 0 added, 3 removed, 2 unchanged

Dropped from FY2022

| | | | | | | | | |

Dropped from FY2022

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

Dropped from FY2022

| | | | 40 | | | | | |

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

11 rewritten, 6 added, 5 removed, 13 unchanged

Rewritten

As of May [removed: 18, 2022,] [added: 19, 2023,] there were [removed: 634] [added: 622] holders of record of our Class A common stock and 7 holders of record of our Class B common stock.

Rewritten

No shares of our Class B common stock were converted into Class A common stock during the fiscal quarter ended April [removed: 2, 2022.][added: 1, 2023.]

Rewritten

The following table sets forth repurchases of shares of our Class A common stock during the fiscal quarter ended April [removed: 2, 2022:][added: 1, 2023:]

Rewritten

(a) As of April [removed: 2, 2022,] [added: 1, 2023,] the remaining availability under our Class A common stock repurchase program was approximately [removed: $1.629] [added: $1.175] billion, reflecting the February 2, 2022 approval by our Board of Directors to expand the program by up to an additional $1.500 billion of Class A common stock repurchases.

Rewritten

(b) [removed: Represents] [added: Includes 2,854] shares surrendered to or withheld by the Company in satisfaction of withholding taxes in connection with the vesting of awards issued under its long-term stock incentive plans.

Rewritten

The following graph compares the cumulative total stockholder return (stock price appreciation plus dividends) on our Class A common stock to the cumulative total return of the Standard & Poor's [added: ("S&P")] 500 [removed: Index] [added: Index, the S&P 1500 Apparel, Accessories & Luxury Goods Index,] and a [added: prior] peer group index [removed: of companies that we believe are closest to ours] (the [removed: "Peer] [added: "Prior Peer] Group") for the period from [removed: April 1, 2017,] [added: March 31, 2018,] the last day of our [removed: 2017] [added: 2018] fiscal year, through April [removed: 2, 2022,] [added: 1, 2023,] the last day of our [removed: 2022] [added: 2023] fiscal year.

Rewritten

Our [added: Prior] Peer Group [removed: consists] [added: consisted] of Burberry Group PLC, Compagnie Financière Richemont SA, EssilorLuxottica SA, The Estée Lauder Companies Inc., Hermes International, Kering, LVMH, PVH Corp., Tapestry, Inc., Tod's S.p.A., and V.F. Corporation.

Rewritten

All calculations for foreign companies in our [added: Prior] Peer Group are performed using the local foreign issue of such companies.

Rewritten

The returns are calculated by assuming a $100 investment made on [removed: April 1, 2017] [added: March 31, 2018] in [added: the] Class A common stock [removed: or March 31, 2017 in an] [added: and each] index, with all dividends reinvested.

Rewritten

Among Ralph Lauren Corporation, the S&P 500 Index, [removed: and a Peer Group]

Rewritten

[removed: ![rl-20220402_g2.jpg](https://www.sec.gov/Archives/edgar/data/1037038/000103703822000014/rl-20220402_g2.jpg)][added: ![3019](https://www.sec.gov/Archives/edgar/data/1037038/000103703823000015/rl-20230401_g2.jpg)]

New in FY2023

| January 1, 2023 to January 28, 2023 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,217 | |

New in FY2023

| January 29, 2023 to February 25, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,217 | | |

New in FY2023

| February 26, 2023 to April 1, 2023 | | | | | | 379,328 | | | (b) | | | 112.75 | | | | | | 376,474 | | | | | | 1,175 | | |

New in FY2023

| | | | | | | 379,328 | | | | | | | | | | | | 376,474 | | | | | | | | |

New in FY2023

During Fiscal 2023, the Company determined that the S&P Composite 1500 Apparel, Accessories & Luxury Goods Index is a more appropriate comparison due to the composition of the included companies given their size, comparable products, and lines of business.

New in FY2023

S&P 1500 Apparel, Accessories & Luxury Goods Index, and the Prior Peer Group

Dropped from FY2022

| December 26, 2021 to January 22, 2022 | | | | | | 6,382 | | | (b) | | | $ | 111.80 | | | | | — | | | | | | $ | 280 | |

Dropped from FY2022

| January 23, 2022 to February 19, 2022 | | | | | | 561,729 | | | | | | 124.37 | | | | | | 561,729 | | | | | | 1,710 | | |

Dropped from FY2022

| February 20, 2022 to April 2, 2022 | | | | | | 711,513 | | | (c) | | | 114.77 | | | | | | 702,242 | | | | | | 1,629 | | |

Dropped from FY2022

| | | | | | | 1,279,624 | | | | | | | | | | | | 1,263,971 | | | | | | | | |

Dropped from FY2022

(c) Includes 9,271 shares surrendered to or withheld by the Company in satisfaction of withholding taxes in connection with the vesting of awards issued under its long-term stock incentive plans.

Item 9A. Controls and Procedures.

2 rewritten, 2 added, 6 removed, 16 unchanged

Rewritten

Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of the Company's assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on our financial [removed: statements would be prevented or detected on a timely basis.]

Rewritten

There has been no change in our internal control over financial reporting during the fourth quarter of Fiscal [removed: 2022] [added: 2023] that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

New in FY2023

| | | | 74 | | | | | |

New in FY2023

statements would be prevented or detected on a timely basis.

Dropped from FY2022

| | | | 76 | | | | | |

Dropped from FY2022

Although there have been no material changes in the Company's internal control over financial reporting, we continue to experience varying degrees of business disruptions related to the COVID-19 pandemic, including periods of temporary closure of our stores, distribution centers, and corporate facilities, as described within Item 1 — *"Business* — *Recent Developments,"* with a significant portion of our corporate employees continuing to work remotely.

Dropped from FY2022

Additionally, in connection with our Fiscal 2021 Strategic Realignment Plan, as described within Item 1 — *"Business* — *Recent Developments,"* we made a significant reduction to our global workforce during the second half of Fiscal 2021.

Dropped from FY2022

Despite such cumulative actions, we have not experienced any material changes to our internal controls over financial reporting.

Dropped from FY2022

We will continue to evaluate and monitor the impact of the COVID-19 pandemic and our restructuring activities on our internal controls.

Dropped from FY2022

See Item 1A — *"Risk Factors* — *Risks Related to Macroeconomic Conditions — Infectious disease outbreaks, such as the COVID-19 pandemic, could have a material adverse effect on our business"* and *"Risk Factors* — *Risks Related to our Strategic Initiatives and Restructuring Activities — We may not fully realize the expected cost savings and/or operating efficiencies from our restructuring plans"* for additional discussion regarding risks to our business associated with the COVID-19 pandemic and our restructuring plans, respectively.

Item 10. Directors, Executive Officers and Corporate Governance.

1 rewritten, 0 added, 0 removed, 5 unchanged

Rewritten

Information relating to our directors and corporate governance will be set forth in the Company's proxy statement for its [removed: 2022] [added: 2023] annual meeting of stockholders to be filed within 120 days after April [removed: 2, 2022] [added: 1, 2023] (the "Proxy Statement") and is incorporated by reference herein.

Item 11. Executive Compensation.

0 rewritten, 1 added, 1 removed, 3 unchanged

New in FY2023

| | | | 75 | | | | | |

Dropped from FY2022

| | | | 77 | | | | | |

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

4 rewritten, 1 added, 2 removed, 8 unchanged

Rewritten

The following table sets forth information as of April [removed: 2, 2022] [added: 1, 2023] regarding compensation plans under which the Company's equity securities are authorized for issuance:

Rewritten

| Equity compensation plans approved by security holders | | | | | | [removed: 2,590,648] [added: 2,549,875] | | | (1) | | | N/A | | | (2) | | | [removed: 3,225,552] [added: 2,766,316] | | | (3) | | |

Rewritten

(1)Consists of restricted stock units that are payable solely in shares of Class A common stock (including [removed: 482,302] [added: 496,298] service-based restricted stock units that have fully vested but for which the underlying shares have not yet been delivered as of April [removed: 2, 2022).][added: 1, 2023).]

Rewritten

[removed: No] [added: (2)No] options were outstanding as of April [removed: 2, 2022.][added: 1, 2023.]

New in FY2023

| Total | | | | | | 2,549,875 | | | | | | $ | — | | | | | 2,766,316 | | | | | |

Dropped from FY2022

| Total | | | | | | 2,590,648 | | | | | | $ | — | | | | | 3,225,552 | | | | | |

Dropped from FY2022

(2)Represents the weighted-average exercise price of outstanding stock options.

Item 14. Principal Accountant Fees and Services.

0 rewritten, 1 added, 1 removed, 4 unchanged

New in FY2023

| | | | 76 | | | | | |

Dropped from FY2022

| | | | 78 | | | | | |

Item 15. Exhibits and Financial Statement Schedules.

28 rewritten, 4 added, 21 removed, 49 unchanged

Rewritten

| 10.9 | | | [Amendment No.3 to the Employee Agreement, dated [removed: July](http://www.sec.gov/Archives/edgar/data/1037038/000103703821000029/rl-20210626x10qex102.htm) [2](http://www.sec.gov/Archives/edgar/data/1037038/000103703821000029/rl-20210626x10qex102.htm)[8,] [added: July 28,] 2021, between the Company and Patrice Louvet (filed as Exhibit 10.2 to the Company's Form 10-Q filed August 3, 2021)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703821000029/rl-20210626x10qex102.htm) | | |

Rewritten

| [removed: 10.12] [added: 10.14] | | | [Restricted Stock Unit Award Agreement, dated as of June 8, 2004, between the Company and Ralph Lauren (filed as Exhibit 10.15 to the Company's Annual Report on Form 10-K for the fiscal year ended April 2, 2005)†](http://www.sec.gov/Archives/edgar/data/1037038/000095012305008114/y10404exv10w15.htm) | | |

Rewritten

| [removed: 10.13] [added: 10.15] | | | [Executive Officer Annual Incentive Plan, as amended as of August 10, 2017 (filed as Exhibit 10.2 to the Form 10-Q for the quarterly period ended July 1, 2017)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703817000008/rl-20170701x10qex102.htm) | | |

Rewritten

| [removed: 10.14] [added: 10.16] | | | [Executive Officer Annual Incentive Plan, as amended as of May 20, 2020 (filed as Exhibit 10.14 to the Fiscal 2020 10-K)†](http://www.sec.gov/Archives/edgar/data/0001037038/000103703820000014/rl-20200328x10kex1014.htm) | | |

Rewritten

| [removed: 10.15] [added: 10.17] | | | [1997 Long-Term Stock Incentive Plan, as Amended and Restated as of August 12, 2004 (filed as Exhibit 99.1 to the Form 8-K filed October 4, 2004)†](http://www.sec.gov/Archives/edgar/data/1037038/000095014204003417/ex99-1form8k_081204.txt) | | |

Rewritten

| [removed: 10.16] [added: 10.18] | | | [Amendment, as of June 30, 2006, to the 1997 Long-Term Stock Incentive Plan, as Amended and Restated as of August 12, 2004 (filed as Exhibit 10.4 to the Form 10-Q for the quarterly period ended July 1, 2006)†](http://www.sec.gov/Archives/edgar/data/1037038/000095012306010353/y23830exv10w4.htm) | | |

Rewritten

| [removed: 10.17] [added: 10.19] | | | [Amendment No. 2, dated as of May 21, 2009, to the 1997 Long-Term Stock Incentive Plan, as Amended and Restated as of August 12, 2004 (filed as Exhibit 10.26 to the Company's Annual Report on Form 10-K for the fiscal year ended March 28, 2009)†](http://www.sec.gov/Archives/edgar/data/1037038/000095012309009558/y77331exv10w26.htm) | | |

Rewritten

| [removed: 10.18] [added: 10.20] | | | [Amended and Restated 2010 Long-Term Incentive Plan, amended as of August 11, 2016 (filed as Exhibit 10.4 to the Form 10-Q for the quarterly period ended July 2, 2016)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703816000022/rl-20160702x10qex104.htm) | | |

Rewritten

| [removed: 10.19] [added: 10.21] | | | [2019 Long-Term Stock Incentive Plan (filed as Appendix C to the Company's Definitive Proxy Statement dated June 21, 2019)†](http://www.sec.gov/Archives/edgar/data/1037038/000119312519178914/d729878ddef14a.htm#tx729878_104) | | |

Rewritten

| [removed: 10.21] [added: 10.24] | | | [removed: [Pro-Rata] [added: [Form of Pro-Rata] Restricted [removed: Performance Share] [added: Stock] Unit Award [removed: Overview containing the standard terms of restricted performance share unit awards] [added: Agreement] under the [removed: Amended and Restated 2010] [added: 2019] Long-Term Stock Incentive Plan (filed as Exhibit [removed: 10.26] [added: 10.3] to the [removed: Fiscal 2014 10-K)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703814000006/rl-20140329x10kex1026.htm)] [added: Form 10-Q filed November 5, 2020)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703820000030/rl-20200926x10qex103.htm)] | | |

Rewritten

| [removed: 10.23] [added: 10.28] | | | [removed: [Cliff Restricted] [added: [Form of] Performance Share Unit [removed: with] [added: Award-] TSR [removed: Modifier Award Overview containing the standard terms of cliff restricted performance share unit awards] [added: Agreement] under the [removed: Amended and Restated 2010] [added: 2019] Long-Term Stock Incentive Plan (filed as Exhibit [removed: 10.28] [added: 10.3] to the [removed: Fiscal 2014 10-K)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703814000006/rl-20140329x10kex1028.htm)] [added: Company's Form 10-Q filed November 3, 2021)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703821000037/rl-20210925x10qex103.htm)] | | |

Rewritten

| [removed: 10.24] [added: 10.30] | | | [Form of Performance Share Unit Award [added: - ROIC] Agreement under the [removed: Amended and Restated 2010] [added: 2019] Long-Term Stock Incentive Plan (filed as Exhibit [removed: 10.38] [added: 10.2] to the [removed: Company's Annual Report on] [added: Company’s] Form [removed: 10-K for the fiscal year ended March 28, 2015 (the "Fiscal 2015 10-K"))†](http://www.sec.gov/Archives/edgar/data/1037038/000103703815000006/rl-20150328x10kex1038.htm)] [added: 10-Q filed November 10, 2022)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000031/rl-20221001x10qex102.htm)] | | |

Rewritten

| [removed: 10.25] [added: 10.22] | | | [Form of [removed: Performance-Based] [added: Non-Employee Director] Restricted Stock Unit Award Agreement under the [removed: Amended and Restated 2010] [added: 2019] Long-Term Stock Incentive [removed: Plan (filed] [added: Plan](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000014/rl-20220402x10kex1039.htm) [(filed] as Exhibit 10.39 to the [removed: Fiscal 2015 10-K)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703815000006/rl-20150328x10kex1039.htm)] [added: Company's Form 10-K filed May 24, 2022)](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000014/rl-20220402x10kex1039.htm) [†](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000014/rl-20220402x10kex1039.htm)] | | |

Rewritten

| 10.26 | | | [Form of Restricted Stock Unit Award Agreement under the [removed: Amended and Restated 2010] [added: 2019] Long-Term Stock Incentive Plan (filed as Exhibit 10.1 to the [added: Company's] Form 10-Q [removed: for the quarterly period ended June 27, 2015)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703815000009/rl-20150627x10qex101.htm)] [added: Filed November 3, 2021)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703821000037/rl-20210925x10qex101.htm)] | | |

Rewritten

| 10.27 | | | [removed: [Performance] [added: [Form of Performance] Share Unit [removed: Award Overview containing the standard terms of performance share unit awards] [added: Award- PSU Operating Profit Margin Agreement] under the [removed: Amended and Restated 2010] [added: 2019] Long-Term Stock Incentive Plan (filed as Exhibit [removed: 10.1] [added: 10.2] to the [added: Company's] Form 10-Q [removed: for the quarterly period ended September 30, 2017)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703817000010/rl-20170930x10qex101.htm)] [added: filed November 3, 2021)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703821000037/rl-20210925x10qex102.htm)] | | |

Rewritten

| 10.29 | | | [removed: [Restricted] [added: [Form of Restricted] Stock Unit [removed: Overview containing the standard terms of restricted stock unit awards] [added: Award Agreement] under the [removed: Amended and Restated 2010] [added: 2019] Long-Term Stock Incentive Plan (filed as Exhibit [removed: 10.3] [added: 10.1] to the [added: Company's] Form 10-Q [removed: for the quarterly period ended September 30, 2017)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703817000010/rl-20170930x10qex103.htm)] [added: filed November 10, 2022)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000031/rl-20221001x10qex101.htm)] | | |

Rewritten

| [removed: 10.30] [added: 10.31] | | | [removed: [Performance] [added: [Form of Performance] Share Unit Award [removed: Overview containing the standard terms of performance share unit awards] [added: - TSR Agreement] under the [removed: Amended and Restated 2010] [added: 2019] Long-Term Stock Incentive Plan (filed as Exhibit [removed: 10.1] [added: 10.3] to the [added: Company’s] Form 10-Q [removed: for the quarterly period ended December 29, 2018)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703819000002/rl-20181229x10qex101.htm)] [added: filed November 10, 2022)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000031/rl-20221001x10qex103.htm)] | | |

Rewritten

| [removed: 10.33] [added: 10.23] | | | [removed: [Performance Share Unit Award Overview containing the standard terms] [added: [Form] of [removed: performance share unit awards] [added: Cliff Restricted Stock Award Agreement] under the [removed: Amended and Restated 2010] [added: 2019] Long-Term Stock Incentive Plan (filed as Exhibit 10.2 to the Form 10-Q [removed: for the quarterly period ended June 29, 2019)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703819000008/rl-20190629x10qex102.htm)] [added: filed November 5, 2020)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703820000030/rl-20200926x10qex102.htm)] | | |

Rewritten

| [removed: 10.42] [added: 10.25] | | | [Amended and Restated Polo Ralph Lauren Supplemental Executive Retirement Plan (filed as Exhibit 10.1 to the Company's Form 10-Q for the quarterly period ended December 31, 2005)†](http://www.sec.gov/Archives/edgar/data/1037038/000095012306001404/y17243exv10w1.htm) | | |

Rewritten

| [removed: 10.46] [added: 10.32] | | | [Credit Agreement, dated as of August 12, 2019 and as amended by the First Amendment, dated as of May 26, 2020, among the Company, RL Finance B.V., Ralph Lauren Europe Sàrl, and Ralph Lauren Asia Pacific Limited as the borrowers, the lenders party thereto, Bank of America, N.A., as syndication agent, Wells Fargo Bank, N.A., HSBC Bank USA, N.A., ING Bank N.V., Dublin Branch, and Deutsche Bank Securities Inc., as co-documentation agents, and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.41 to the Fiscal 2020 10-K)](http://www.sec.gov/Archives/edgar/data/0001037038/000103703820000014/rl-20200328x10kex1041.htm) | | |

Rewritten

| [removed: 10.47] [added: 10.33] | | | [Credit Agreement, dated as of August 12, 2019 and as amended by [removed: the](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000007/rl-20211225x10qex101.htm) [Second](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000007/rl-20211225x10qex101.htm) [Amendment,] [added: the Second Amendment,] dated as [removed: of](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000007/rl-20211225x10qex101.htm) [January 3,](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000007/rl-20211225x10qex101.htm) [](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000007/rl-20211225x10qex101.htm)[202](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000007/rl-20211225x10qex101.htm)[2](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000007/rl-20211225x10qex101.htm)[,] [added: of January 3, 2022,] among the [removed: Company,](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000007/rl-20211225x10qex101.htm) [RL] [added: Company, RL] Finance [removed: B.V.](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000007/rl-20211225x10qex101.htm)[,](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000007/rl-20211225x10qex101.htm) [](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000007/rl-20211225x10qex101.htm)[Ralph] [added: B.V., Ralph] Lauren Europe [removed: Sàrl,](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000007/rl-20211225x10qex101.htm) [and] [added: Sàrl, and] Ralph Lauren Asia Pacific Limited as the borrowers, the lenders party thereto, Bank of America, N.A., as syndication agent, Wells Fargo Bank, N.A., HSBC Bank USA, N.A., ING Bank N.V., Dublin Branch, and Deutsche Bank Securities Inc., as co-documentation agents, and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit [removed: 10.](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000007/rl-20211225x10qex101.htm)[1] [added: 10.1] to [removed: the](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000007/rl-20211225x10qex101.htm) [Company's] [added: the Company's] Form 10-Q filed February 3, [removed: 2](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000007/rl-20211225x10qex101.htm)[022](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000007/rl-20211225x10qex101.htm)[)](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000007/rl-20211225x10qex101.htm)] [added: 2022)](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000007/rl-20211225x10qex101.htm)] | | |

Rewritten

| [removed: 10.48*] [added: 10.34] | | | [Credit Agreement, dated as of August 12, 2019 and as amended by the Third Amendment, dated as of March 18, 2022, among the Company, RL Finance B.V., Ralph Lauren Europe Sàrl, and Ralph Lauren Asia Pacific Limited as the borrowers, the lenders party thereto, Bank of America, N.A., as syndication agent, Wells Fargo Bank, N.A., HSBC Bank USA, N.A., ING Bank N.V., Dublin Branch, and Deutsche Bank Securities Inc., as co-documentation agents, and JPMorgan Chase Bank, N.A., as administrative [removed: agent](https://www.sec.gov/Archives/edgar/data/1037038/000103703822000014/rl-20220402x10kex1048.htm)] [added: agent](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000014/rl-20220402x10kex1048.htm) [](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000014/rl-20220402x10kex1048.htm)[(filed as Exhibit 10.48 to the Company's Form 10-K filed May 24, 2022)](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000014/rl-20220402x10kex1048.htm)] | | |

Rewritten

| 21.1* | | | [List of Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/1037038/000103703822000014/rl-20220402x10kex211.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/1037038/000103703823000015/rl-20230401x10kex211.htm)] | | |

Rewritten

| 23.1* | | | [Consent of Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/1037038/000103703822000014/rl-20220402x10kex231.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1037038/000103703823000015/rl-20230401x10kex231.htm)] | | |

Rewritten

| 31.1* | | | [Certification of Principal Executive Officer pursuant to 17 CFR [removed: 240.13a-14(a)](https://www.sec.gov/Archives/edgar/data/1037038/000103703822000014/rl-20220402x10kex311.htm)] [added: 240.13a-14(a)](https://www.sec.gov/Archives/edgar/data/1037038/000103703823000015/rl-20230401x10kex311.htm)] | | |

Rewritten

| 31.2* | | | [Certification of Principal Financial Officer pursuant to 17 CFR [removed: 240.13a-14(a)](https://www.sec.gov/Archives/edgar/data/1037038/000103703822000014/rl-20220402x10kex312.htm)] [added: 240.13a-14(a)](https://www.sec.gov/Archives/edgar/data/1037038/000103703823000015/rl-20230401x10kex312.htm)] | | |

Rewritten

| 32.1* | | | [Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1037038/000103703822000014/rl-20220402x10kex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1037038/000103703823000015/rl-20230401x10kex321.htm)] | | |

Rewritten

| 32.2* | | | [Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1037038/000103703822000014/rl-20220402x10kex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1037038/000103703823000015/rl-20230401x10kex322.htm)] | | |

New in FY2023

| 10.12 | | | [Amended and Restated Employment Agreement, dated February 14, 2021, between the Company and Halide Alagöz (filed as Exhibit 10.1 to the Form 10-Q filed August 9, 2022)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000023/rl-20220702x10qex101.htm) | | |

New in FY2023

| 10.13 | | | [Amendment No. 1 to the Amended and Restated Employment Agreement, dated August 3, 2022, between the Company and Halide Alag](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000023/rl-20220702x10qex102.htm)[ö](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000023/rl-20220702x10qex102.htm)[z (filed as Exhibit 10.2 to the Form 10-Q filed August 9, 2022)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000023/rl-20220702x10qex102.htm) | | |

New in FY2023

| | | | 77 | | | | | |

New in FY2023

| | | | 78 | | | | | |

Dropped from FY2022

| | | | | | | | | |

Dropped from FY2022

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

Dropped from FY2022

| | | | 79 | | | | | |

Dropped from FY2022

| 10.20 | | | [Cliff Restricted Performance Share Unit Award Overview containing the standard terms of cliff restricted performance share unit awards under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.25 to the Company's Annual Report on Form 10-K for the fiscal year ended March 29, 2014 (the "Fiscal 2014 10-K"))†](http://www.sec.gov/Archives/edgar/data/1037038/000103703814000006/rl-20140329x10kex1025.htm) | | |

Dropped from FY2022

| 10.22 | | | [Stock Option Award Overview containing the standard terms of stock option awards under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.27 to the Fiscal 2014 10-K)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703814000006/rl-20140329x10kex1027.htm) | | |

Dropped from FY2022

| 10.28 | | | [Performance-Based Restricted Stock Unit - Award Notification containing the standard terms of performance-based restricted stock unit awards under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.2 to the Form 10-Q for the quarterly period ended September 30, 2017)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703817000010/rl-20170930x10qex102.htm) | | |

Dropped from FY2022

| 10.31 | | | [Performance-Based Restricted Stock Unit - Award Notification containing the standard terms of performance-based restricted stock unit awards under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.2 to the Form 10-Q for the quarterly period ended December 29, 2018)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703819000002/rl-20181229x10qex102.htm) | | |

Dropped from FY2022

| 10.32 | | | [Restricted Stock Unit Overview containing the standard terms of restricted stock unit awards under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.3 to the Form 10-Q for the quarterly period December 29, 2018)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703819000002/rl-20181229x10qex103.htm) | | |

Dropped from FY2022

| 10.34 | | | [One-time Fiscal 2020 Performance Share Unit - Award Notification containing the standard terms of the one-time Fiscal 2020 performance share unit awards under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.3 to the Form 10-Q for the quarterly period ended June 29, 2019)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703819000008/rl-20190629x10qex103.htm) | | |

Dropped from FY2022

| 10.35 | | | [Restricted Stock Unit Overview containing the standard terms of restricted stock unit awards under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.4 to the Form 10-Q for the quarterly period ended June 29, 2019)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703819000008/rl-20190629x10qex104.htm) | | |

Dropped from FY2022

| 10.36 | | | [Performance Share Unit Award Overview containing the standard terms of performance share unit awards under the 2019 Long-Term Stock Incentive Plan (filed as Exhibit 10.2 to the Form 10-Q for the quarterly period ended September 28, 2019)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703819000010/rl-20190928x10qex102.htm) | | |

Dropped from FY2022

| 10.37 | | | [Form of Performance-Based Restricted Stock Unit Award Notification under the 2019 Long-Term Stock Incentive Plan (filed as Exhibit 10.3 to the Form 10-Q for the quarterly period ended September 28, 2019)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703819000010/rl-20190928x10qex103.htm) | | |

Dropped from FY2022

| | | | 80 | | | | | |

Dropped from FY2022

| 10.38 | | | [Restricted Stock Unit Overview containing the standard terms of restricted stock unit awards under the 2019 Long-Term Stock Incentive Plan (filed as Exhibit 10.4 to the Form 10-Q for the quarterly period ended September 28, 2019)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703819000010/rl-20190928x10qex104.htm) | | |

Dropped from FY2022

| 10.39* | | | [Form of Non-Employee Director Restricted Stock Unit Award Agreement under the 2019 Long-Term Stock Incentive Plan †](https://www.sec.gov/Archives/edgar/data/1037038/000103703822000014/rl-20220402x10kex1039.htm) | | |

Dropped from FY2022

| 10.40 | | | [Form of Cliff Restricted Stock Award Agreement under the 2019 Long-Term Stock Incentive Plan (filed as Exhibit 10.2 to the Form 10-Q filed November 5, 2020)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703820000030/rl-20200926x10qex102.htm) | | |

Dropped from FY2022

| 10.41 | | | [Form of Pro-Rata Restricted Stock Unit Award Agreement under the 2019 Long-Term Stock Incentive Plan (filed as Exhibit 10.3 to the Form 10-Q filed November 5, 2020)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703820000030/rl-20200926x10qex103.htm) | | |

Dropped from FY2022

| 10.43 | | | [Form of Restricted Stock Unit Award Agreement under the 2019 Long-Term Stock Incentive Plan (filed as Exhibit 10.1 to the Company's Form 10-Q Filed November 3, 2021)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703821000037/rl-20210925x10qex101.htm) | | |

Dropped from FY2022

| 10.44 | | | [Form of Performance Share Unit Award- PSU Operating Profit Margin Agreement under the 2019 Long-Term Stock Incentive Plan (filed as Exhibit 10.2 to the Company's Form 10-Q filed November 3, 2021)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703821000037/rl-20210925x10qex102.htm) | | |

Dropped from FY2022

| 10.45 | | | [Form of Performance Share Unit Award- TSR Agreement under the 2019 Long-Term Stock Incentive Plan (filed as Exhibit 10.3 to the Company's Form 10-Q filed November 3, 2021)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703821000037/rl-20210925x10qex103.htm) | | |

Dropped from FY2022

| | | | 81 | | | | | |

Item 16. Form 10-K Summary.

574 rewritten, 134 added, 133 removed, 1,338 unchanged

Rewritten

| Date: May [removed: 24, 2022] [added: 25, 2023] | | | | | | | | |

Rewritten

| /S/ RALPH LAUREN | | | | | | Executive Chairman, Chief Creative Officer, and Director | | | | | | May [removed: 24, 2022] [added: 25, 2023] | | |

Rewritten

| /S/ PATRICE LOUVET | | | | | | President, Chief Executive Officer, and Director (Principal Executive Officer) | | | | | | May [removed: 24, 2022] [added: 25, 2023] | | |

Rewritten

| /S/ JANE HAMILTON NIELSEN | | | | | | Chief Operating Officer and Chief Financial Officer (Principal Financial and Accounting Officer) | | | | | | May [removed: 24, 2022] [added: 25, 2023] | | |

Rewritten

| /s/ DAVID LAUREN | | | | | | Vice Chairman, Chief Branding and Innovation Officer, Strategic Advisor to the CEO, and Director | | | | | | May [removed: 24, 2022] [added: 25, 2023] | | |

Rewritten

| /S/ ANGELA AHRENDTS | | | | | | Director | | | | | | May [removed: 24, 2022] [added: 25, 2023] | | |

Rewritten

| /S/ JOHN R. ALCHIN | | | | | | Director | | | | | | May [removed: 24, 2022] [added: 25, 2023] | | |

Rewritten

| /S/ FRANK A. BENNACK, JR. | | | | | | Director | | | | | | May [removed: 24, 2022] [added: 25, 2023] | | |

Rewritten

| /s/ LINDA FINDLEY | | | | | | Director | | | | | | May [removed: 24, 2022] [added: 25, 2023] | | |

Rewritten

| /s/ MICHAEL A. GEORGE | | | | | | Director | | | | | | May [removed: 24, 2022] [added: 25, 2023] | | |

Rewritten

| /S/ VALERIE JARRETT | | | | | | Director | | | | | | May [removed: 24, 2022] [added: 25, 2023] | | |

Rewritten

| /S/ HUBERT JOLY | | | | | | Director | | | | | | May [removed: 24, 2022] [added: 25, 2023] | | |

Rewritten

| /S/ DARREN WALKER | | | | | | Director | | | | | | May [removed: 24, 2022] [added: 25, 2023] | | |

Rewritten

| [Consolidated Balance [removed: Sheets](#i500ae552570a41b3bd85adecd06bbcd8_175)] [added: Sheets](#i8af81de87c674dc8b7e44c86e29a1ce7_184)] | | | | | | [removed: F-[2](#i500ae552570a41b3bd85adecd06bbcd8_175)] [added: F-[2](#i8af81de87c674dc8b7e44c86e29a1ce7_184)] | | |

Rewritten

| [Consolidated Statements of [removed: Operations](#i500ae552570a41b3bd85adecd06bbcd8_178)] [added: Operations](#i8af81de87c674dc8b7e44c86e29a1ce7_187)] | | | | | | [removed: F-[3](#i500ae552570a41b3bd85adecd06bbcd8_178)] [added: F-[3](#i8af81de87c674dc8b7e44c86e29a1ce7_187)] | | |

Rewritten

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i500ae552570a41b3bd85adecd06bbcd8_184)] [added: (Loss)](#i8af81de87c674dc8b7e44c86e29a1ce7_193)] | | | | | | [removed: F-[4](#i500ae552570a41b3bd85adecd06bbcd8_184)] [added: F-[4](#i8af81de87c674dc8b7e44c86e29a1ce7_193)] | | |

Rewritten

| [Consolidated Statements of Cash [removed: Flows](#i500ae552570a41b3bd85adecd06bbcd8_187)] [added: Flows](#i8af81de87c674dc8b7e44c86e29a1ce7_196)] | | | | | | [removed: F-[5](#i500ae552570a41b3bd85adecd06bbcd8_187)] [added: F-[5](#i8af81de87c674dc8b7e44c86e29a1ce7_196)] | | |

Rewritten

| [Consolidated Statements of [removed: Equity](#i500ae552570a41b3bd85adecd06bbcd8_190)] [added: Equity](#i8af81de87c674dc8b7e44c86e29a1ce7_199)] | | | | | | [removed: F-[6](#i500ae552570a41b3bd85adecd06bbcd8_190)] [added: F-[6](#i8af81de87c674dc8b7e44c86e29a1ce7_199)] | | |

Rewritten

| [Notes to Consolidated Financial [removed: Statements](#i500ae552570a41b3bd85adecd06bbcd8_196)] [added: Statements](#i8af81de87c674dc8b7e44c86e29a1ce7_205)] | | | | | | [removed: F-[7](#i500ae552570a41b3bd85adecd06bbcd8_196)] [added: F-[7](#i8af81de87c674dc8b7e44c86e29a1ce7_205)] | | |

Rewritten

| [Management's Report on Responsibility For Financial [removed: Statements](#i500ae552570a41b3bd85adecd06bbcd8_265)] [added: Statements](#i8af81de87c674dc8b7e44c86e29a1ce7_274)] | | | | | | [removed: F-[56](#i500ae552570a41b3bd85adecd06bbcd8_265)] [added: F-[53](#i8af81de87c674dc8b7e44c86e29a1ce7_274)] | | |

Rewritten

| [Reports of Independent Registered Public Accounting [removed: Firm](#i500ae552570a41b3bd85adecd06bbcd8_268) [](#i500ae552570a41b3bd85adecd06bbcd8_268)(PCAOB] [added: Firm](#i8af81de87c674dc8b7e44c86e29a1ce7_277) [](#i8af81de87c674dc8b7e44c86e29a1ce7_277)(PCAOB] ID: 42) | | | | | | [removed: F-[57](#i500ae552570a41b3bd85adecd06bbcd8_268)] [added: F-[54](#i8af81de87c674dc8b7e44c86e29a1ce7_277)] | | |

Rewritten

| | | | | | | April [added: 1, 2023 | | | | | | April] 2, 2022 | | | | | | March 27, 2021 | | |

Rewritten

| Cash and cash equivalents | | | | | | $ | [removed: 1,863.8] [added: 1,529.3] | | | | | $ | [removed: 2,579.0] [added: 1,863.8] | |

Rewritten

| Short-term investments | | | | | | [removed: 734.6] [added: 36.4] | | | | | | [removed: 197.5] [added: 734.6] | | |

Rewritten

| Accounts receivable, net of allowances of [removed: $214.7] [added: $175.3] million and [removed: $213.8] [added: $214.7] million | | | | | | [removed: 405.4] [added: 447.7] | | | | | | [removed: 451.5] [added: 405.4] | | |

Rewritten

| Inventories | | | | | | [removed: 977.3] [added: 1,071.3] | | | | | | [removed: 759.0] [added: 977.3] | | |

Rewritten

| Income tax receivable | | | | | | [removed: 63.7] [added: 50.7] | | | | | | [removed: 54.4] [added: 63.7] | | |

Rewritten

| Prepaid expenses and other current assets | | | | | | [removed: 172.5] [added: 188.7] | | | | | | [removed: 166.6] [added: 172.5] | | |

Rewritten

| Total current assets | | | | | | [removed: 4,217.3] [added: 3,324.1] | | | | | | [removed: 4,208.0] [added: 4,217.3] | | |

Rewritten

| Property and equipment, net | | | | | | [removed: 969.5] [added: 955.5] | | | | | | [removed: 1,014.0] [added: 969.5] | | |

Rewritten

| Operating lease right-of-use assets | | | | | | [removed: 1,111.3] [added: 1,134.0] | | | | | | [removed: 1,239.5] [added: 1,111.3] | | |

Rewritten

| Deferred tax assets | | | | | | [removed: 303.8] [added: 255.1] | | | | | | [removed: 283.9] [added: 303.8] | | |

Rewritten

| Goodwill | | | | | | [removed: 908.7] [added: 898.9] | | | | | | [removed: 934.6] [added: 908.7] | | |

Rewritten

| Intangible assets, net | | | | | | [removed: 102.9] [added: 88.9] | | | | | | [removed: 121.1] [added: 102.9] | | |

Rewritten

| Other non-current assets | | | | | | [removed: 111.2] [added: 133.0] | | | | | | [removed: 86.4] [added: 111.2] | | |

Rewritten

| Total assets | | | | | | $ | [removed: 7,724.7] [added: 6,789.5] | | | | | $ | [removed: 7,887.5] [added: 7,724.7] | |

Rewritten

| Current portion of long-term debt | | | | | | $ | [removed: 499.8] [added: —] | | | | | $ | [removed: —] [added: 499.8] | |

Rewritten

| Accounts payable | | | | | | [removed: 448.7] [added: 371.6] | | | | | | [removed: 355.9] [added: 448.7] | | |

Rewritten

| Current income tax payable | | | | | | [removed: 53.8] [added: 59.7] | | | | | | [removed: 50.6] [added: 53.8] | | |

Rewritten

| Current operating lease liabilities | | | | | | [removed: 262.0] [added: 266.7] | | | | | | [removed: 302.9] [added: 262.0] | | |

New in FY2023

| | | | 79 | | | | | |

New in FY2023

| /s/ DEBRA CUPP | | | | | | Director | | | | | | May 25, 2023 | | |

New in FY2023

| Debra Cupp | | | | | | | | | | | | | | |

New in FY2023

| | | | 80 | | | | | |

New in FY2023

| /S/ WEI ZHANG | | | | | | Director | | | | | | May 25, 2023 | | |

New in FY2023

| Wei Zhang | | | | | | | | | | | | | | |

New in FY2023

| | | | 81 | | | | | |

New in FY2023

| Net income (loss) | | | | | | $ | 522.7 | | | | | $ | 600.1 | | | | | $ | (121.1) | |

New in FY2023

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

New in FY2023

| Balance at April 1, 2023 | | | | | | 132.6 | | | | | | $ | 1.3 | | | | | $ | 2,824.3 | | | | | $ | 6,598.2 | | | | | 67.0 | | | | | | $ | (6,797.3) | | | | | $ | (196.0) | | | | | $ | 2,430.5 | |

New in FY2023

Such actions have negatively impacted retail traffic, tourism, and consumer spending on discretionary items to varying degrees over the course of the pandemic.

New in FY2023

The pandemic continues to evolve, with resurgences and outbreaks occurring in certain parts of the world during Fiscal 2023, including those resulting from variants of the virus.

New in FY2023

| Fiscal 2028 | | | | | | 11.3 | | |

New in FY2023

| Total | | | | | | $ | 257.4 | |

New in FY2023

| | | | | | | April 1, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |

New in FY2023

| Retail | | | | | | $ | 1,872.6 | | | | | $ | 858.4 | | | | | $ | 1,322.1 | | | | | $ | — | | | | | $ | 4,053.1 | |

New in FY2023

| Wholesale | | | | | | 1,147.9 | | | | | | 980.8 | | | | | | 104.6 | | | | | | — | | | | | | 2,233.3 | | |

New in FY2023

| Licensing | | | | | | — | | | | | | — | | | | | | — | | | | | | 157.2 | | | | | | 157.2 | | |

New in FY2023

| Total | | | | | | $ | 3,020.5 | | | | | $ | 1,839.2 | | | | | $ | 1,426.7 | | | | | $ | 157.2 | | | | | $ | 6,443.6 | |

New in FY2023

| | | | | | | | | | | | | | | | | | | | | | | | |

New in FY2023

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

New in FY2023

Disclosure of Supplier Finance Program Obligations

New in FY2023

In September 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2022-04, "Disclosure of Supplier Finance Program Obligations" ("ASU 2022-04").

New in FY2023

ASU 2022-04 requires entities to disclose the key terms of supplier finance programs they use in connection with the purchase of goods and services, along with the amount of obligations outstanding at the end of each period and an annual rollforward of such obligations.

New in FY2023

This standard does not affect the recognition, measurement, or financial statement presentation of supplier finance program obligations.

New in FY2023

ASU 2022-04 is effective for the Company beginning in its Fiscal 2024 and is to be applied retrospectively to all periods in which a balance sheet is presented.

New in FY2023

The annual rollforward disclosure is not required to be made until its fiscal year ending March 29, 2025 ("Fiscal 2025") and is to be applied prospectively.

New in FY2023

Early adoption is permitted.

New in FY2023

Other than the new disclosure requirements, ASU 2022-04 will not have an impact on the Company's consolidated financial statements.

New in FY2023

The

New in FY2023

| | | | | | | 3,290.0 | | | | | | 3,218.6 | | |

New in FY2023

| Foreign currency translation | | | | | | — | | | | | | (4.2) | | | | | | (5.6) | | | | | | — | | | | | | (9.8) | | |

New in FY2023

| Balance at April 1, 2023 | | | | | | $ | 421.8 | | | | | $ | 281.8 | | | | | $ | 63.3 | | | | | $ | 132.0 | | | | | $ | 898.9 | |

New in FY2023

| Fiscal 2028 | | | | | | 10.0 | | |

New in FY2023

| Total | | | | | | $ | 81.6 | |

New in FY2023

| Prepaid insurance | | | | | | 4.1 | | | | | | 3.0 | | |

New in FY2023

| | | | | | | April 1, 2023 | | | | | | April 2, 2022 | | |

New in FY2023

| | | | | | | April 1, 2023 | | | | | | April 2, 2022 | | |

New in FY2023

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

New in FY2023

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Dropped from FY2022

| | | | | | | | | |

Dropped from FY2022

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

Dropped from FY2022

| | | | 82 | | | | | |

Dropped from FY2022

| | | | 83 | | | | | |

Dropped from FY2022

| /S/ JUDITH MCHALE | | | | | | Director | | | | | | May 24, 2022 | | |

Dropped from FY2022

| Judith McHale | | | | | | | | | | | | | | |

Dropped from FY2022

| | | | 84 | | | | | |

Dropped from FY2022

RALPH LAUREN CORPORATION

Dropped from FY2022

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Dropped from FY2022

| Proceeds from sale of property | | | | | | — | | | | | | — | | | | | | 20.8 | | |

Dropped from FY2022

| Repayments of credit facility borrowings | | | | | | — | | | | | | (475.0) | | | | | | — | | |

Dropped from FY2022

| Balance at March 30, 2019 | | | | | | 128.8 | | | | | | $ | 1.3 | | | | | $ | 2,493.8 | | | | | $ | 5,979.1 | | | | | 50.7 | | | | | | $ | (5,083.6) | | | | | $ | (103.4) | | | | | $ | 3,287.2 | |

Dropped from FY2022

| Cumulative adjustment from adoption of new accounting standards | | | | | | | | | | | | | | | | | | | | | | | | (164.5) | | | | | | | | | | | | | | | | | | | | | | | | (164.5) | | |

Dropped from FY2022

In Fiscal 2020, 1.0 million shares of Class B common stock were converted into an equal number of shares of Class A common stock pursuant to the terms of the Class B common stock (see Note 16).

Dropped from FY2022

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Dropped from FY2022

Such factors, among others, have resulted in a significant decline in retail traffic, tourism, and consumer spending on discretionary items.

Dropped from FY2022

Additionally, companies across a wide array of industries have implemented various initiatives to reduce operating expenses and preserve cash balances during the pandemic, including work furloughs, reduced pay, and severance actions, which could lower consumers' disposable income levels or willingness to purchase discretionary items.

Dropped from FY2022

Such government restrictions, company initiatives, and other macroeconomic impacts resulting from the pandemic could continue to adversely affect consumer behavior, spending levels, and/or shopping preferences, such as willingness to congregate in indoor shopping centers or other populated locations.

Dropped from FY2022

The Company's wholesale and licensing businesses have experienced similar impacts, particularly in North America and Europe.

Dropped from FY2022

Throughout the course of the pandemic, the Company's priority has been to ensure the safety and well-being of its employees, customers, and the communities in which it operates around the world.

Dropped from FY2022

The Company continues to consider the guidance of local governments and global health organizations and has implemented new health and safety protocols in its stores, distribution centers, and corporate facilities.

Dropped from FY2022

The Company also took various preemptive actions in the prior fiscal year to preserve cash and strengthen its liquidity position, as described in the Fiscal 2021 10-K.

Dropped from FY2022

Such actions included, but were not limited to, issuing $1.250 billion of unsecured senior notes, temporarily suspending the Company's quarterly cash dividend and common stock repurchase programs, temporarily reducing the base compensation of its executives and senior management team, and temporarily furloughing or reducing work hours for a significant portion of its employees.

Dropped from FY2022

Despite the introduction of COVID-19 vaccines and improvements in the global economy as a whole during Fiscal 2022, the pandemic remains volatile and continues to evolve, including the emergence of variants of the virus, such as the Delta and Omicron variants, which has and could continue to adversely affect consumer sentiment and confidence.

Dropped from FY2022

The Company will continue to assess its operations location-by-location, considering the guidance of local governments and global health organizations.

Dropped from FY2022

| Fiscal 2023 | | | | | | $ | 105.6 | |

Dropped from FY2022

| Total | | | | | | $ | 276.6 | |

Dropped from FY2022

| | | | | | | March 28, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | |

Dropped from FY2022

| Retail | | | | | | $ | 1,727.3 | | | | | $ | 874.6 | | | | | $ | 948.0 | | | | | $ | 191.0 | | | | | $ | 3,740.9 | |

Dropped from FY2022

| Wholesale | | | | | | 1,413.2 | | | | | | 757.6 | | | | | | 69.2 | | | | | | 10.8 | | | | | | 2,250.8 | | |

Dropped from FY2022

| Licensing | | | | | | — | | | | | | — | | | | | | — | | | | | | 168.1 | | | | | | 168.1 | | |

Dropped from FY2022

| Total | | | | | | $ | 3,140.5 | | | | | $ | 1,632.2 | | | | | $ | 1,017.2 | | | | | $ | 369.9 | | | | | $ | 6,159.8 | |

Dropped from FY2022

During Fiscal 2020, the Company recorded a $7.1 million impairment charge within other income (expense), net in the consolidated statements of operations related to an equity method investment (see Note 8).

Dropped from FY2022

| | | | | | | 3,218.6 | | | | | | 3,305.7 | | |

Dropped from FY2022

| Balance at March 28, 2020 | | | | | | $ | 421.8 | | | | | $ | 285.1 | | | | | $ | 76.6 | | | | | $ | 132.0 | | | | | $ | 915.5 | |

Dropped from FY2022

| Foreign currency translation | | | | | | — | | | | | | 18.9 | | | | | | 0.2 | | | | | | — | | | | | | 19.1 | | |

Dropped from FY2022

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Dropped from FY2022

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Dropped from FY2022

| Fiscal 2023 | | | | | | $ | 14.0 | |

Dropped from FY2022

| Total | | | | | | $ | 95.6 | |

An excerpt. Shown here: 40 of 574 rewritten, 40 of 134 added and 40 of 133 removed. The counts are complete. For every sentence, read Item 16. Form 10-K Summary. in the FY2023 filing and the FY2022 filing.