Ralph Lauren (RL) 10-K risk factor changes: FY2025 vs FY2024
The 2025-03-29 10-K against the 2024-03-30 one, compared heading by heading and sentence by sentence.
Item 1A67 rewritten29 added31 removed344 unchanged
All filing items1,042 rewritten423 added439 removed2,960 unchanged
Summary
counted, not written
- Item 1A lists 30 risk factor headings: 0 new, 2 reworded and 28 unchanged since FY2024. 0 headings from FY2024 no longer appear.
- Sentence by sentence, 423 added, 439 removed, 1,042 rewritten and 2,960 unchanged across 15 items that differ.
New Item 1A headings (0)
No risk factor heading in this filing is absent from FY2024.
Removed Item 1A headings (0)
Every FY2024 risk factor heading is still here, word for word or reworded.
Reworded Item 1A headings (2)
- Economic, political, and other
[removed: conditions][added: conditions, including the imposition of significant new tariffs or other changes to existing trade policies and agreements,] may adversely affect the global economy and/or the level of consumer purchases of discretionary items and luxury retail products, including our products. - Our business is subject to risks
[removed: associated with][added: related to] leasing real estate and other assets under long-term, non-cancellable leases.
A heading is new when no FY2024 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
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2025; struck-through words were in FY2024. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
67 rewritten, 29 added, 31 removed, 344 unchanged
Economic, political, and other [removed: conditions] [added: conditions, including the imposition of significant new tariffs or other changes to existing trade policies and agreements,] may adversely affect the global economy and/or the level of consumer purchases of discretionary items and luxury retail products, including our products.
The global economy and retail industry are impacted by many [removed: different factors that are outside of our control,] [added: uncontrollable factors,] including, among others, [removed: man-made or natural disasters,] [added: diplomatic and trade relationships,] including [removed: pandemic diseases; consumer perceptions] [added: potential changes to international trade policies or agreements, such as the imposition] of [removed: personal well-being] [added: new tariffs; general domestic] and [removed: safety;] [added: international political conditions;] consumer perceptions of current and future economic conditions, including any recessionary fears; [added: inflation; interest rates; foreign currency exchange rates; the availability and price of commodities, including fuel and energy costs;] employment levels and wage rates; stock market performance; [removed: inflation; interest rates; foreign currency exchange rates;] the housing market; consumer debt levels; the availability of consumer credit; the health and stability of the banking sector; [removed: the availability and price of commodities, including fuel and energy costs;] global food supplies; taxation; [removed: diplomatic and trade relationships; general domestic and international political conditions;] the threat, outbreak, or escalation of terrorism, military conflicts, or other hostilities; [added: consumer perceptions of personal well-being] and [added: safety; man-made or natural disasters, including pandemic diseases; and] weather conditions.
[removed: Current] [added: Other recent] economic conditions, [removed: most notably persisting] [added: including ongoing] inflationary [removed: pressures (including increases in the cost of raw materials, transportation, and salaries & benefits),] [added: pressures, organized labor disputes,] high interest rates, significant foreign currency volatility, [removed: bank failures,] and [removed: concerns of a potential recession,] [added: military conflicts (as discussed below),] continue to impact consumer discretionary income levels, spending, and sentiment in the U.S. and beyond.
In response to such pressures, as well as [removed: in an effort] to reduce elevated inventory levels, many retailers (particularly in the U.S.) [removed: have become increasingly more] [added: continue to resort to] promotional [added: activity] in an attempt to offset traffic declines and increase conversion.
The global economy has also been negatively impacted by ongoing military [removed: conflicts taking place in various parts of the world, most notably] [added: conflicts, including] the Russia-Ukraine and Israel-Hamas wars, [removed: other recent hostilities in the Middle East, and] militant attacks on cargo vessels in the Red [removed: Sea.][added: Sea, and other hostilities in the Middle East.]
Although our voluntary decision to suspend operations in Russia has not resulted in a material impact to our consolidated financial statements and our ongoing operations in Israel are also not material, our business has been, and may continue to be, [removed: impacted] [added: affected] by the broader macroeconomic implications resulting from these and other military conflicts, including inflationary pressures, unfavorable foreign currency exchange rates, increases in energy prices, food shortages, and [removed: volatility in] financial [removed: markets,] [added: market volatility,] among other factors, which have adversely impacted consumer sentiment and confidence.
Although our business has not been significantly impacted by the [removed: recent] Red Sea crisis, it could lead to shipping delays, inventory shortages, and/or higher freight costs in the near future and beyond.
[removed: Accordingly, a downturn or an uncertain outlook in the economies in which] we, or our wholesale customers and licensing partners, sell our products, or other changes in consumer preferences, may materially adversely affect our business.
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 adverse economic conditions (such as [removed: persisting] [added: ongoing] inflationary pressures and high interest rates) on our major customers, suppliers, vendors, and lenders and their ability to access global capital markets cannot be predicted.
The inability of third parties to manufacture and/or ship our products due to insufficient liquidity or otherwise could impair our [added: ability to meet the delivery date requirements of our customers.]
[removed: 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 [removed: disposal] [added: disposable] 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; (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) [added: 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 remote working arrangements; (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 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.]
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 [removed: ongoing] [added: potential changes to existing trade policies and agreements, including higher tariffs on U.S. imports, as well as] inflationary pressures), and other risks described herein, such as those related to pandemic diseases, supply chain disruptions, and military conflicts or other hostilities, could have a material adverse effect on our business.
[removed: Other risks related to our international expansion plans include (i) changes in general economic conditions in specific countries and markets, including those resulting from inflationary pressures, pandemic diseases, natural or man-made] disasters, civil or political instability, or military conflicts, terrorist acts, or other hostilities; (ii) changes in diplomatic and trade relationships and any resulting anti-American sentiment; (iii) foreign government regulation; (iv) risks associated with importing products; and (v) restrictions on the repatriation of funds held internationally, among other risks described herein.
Any failure on our part, or on the part of our third-party digital partners, to provide attractive, reliable, secure, and user-friendly digital commerce [added: platforms, including mobile apps, could negatively impact our customers' shopping experience resulting in reduced website traffic, diminished loyalty to our brands, and lost sales.]
Our growth strategy also includes accelerating growth in certain high-potential, underdeveloped product categories, comprised of [added: women's apparel,] outerwear, [removed: home,] and [removed: womenswear.][added: handbags.]
[added: 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 those described in Item 1 — "*Business — Digital Ecosystem.*"] Our business has evolved from an in-store experience to a shopping experience through multiple technologies, including computers, smartphones, tablets, and other devices, as our customers have become increasingly technologically savvy and expect a seamless omni-channel experience regardless of whether they are shopping in stores or online.
We [removed: have also implemented, and expect to continue to implement,] [added: implement] new store design concepts and other renovations to our existing store portfolio as part of our growth strategy.
There can be no assurance that any of our store designs will resonate with customers or otherwise achieve the desired sales and profitability measures necessary to recover our initial capital [removed: investments, and such risks may be further compounded during periods of adverse economic conditions.][added: investments.]
[added: If customers are not receptive to the] design layout or visual merchandising of our stores, our business could be adversely affected.
[removed: In addition, the failure of our store] designs to achieve acceptable results could lead to asset impairment charges and/or our decision to close a store prior to the lease expiration date resulting in other store closure-related charges, including early lease termination fees.
[removed: For additional discussion of risks related to the early termination of our leases, see *"Risks Related to our Business and Operations* — *Our] [added: Our] business is subject to risks [removed: associated with] [added: related to] leasing real estate and other assets under long-term, non-cancellable [removed: leases."*][added: leases.]
Additionally, our industry is subject to significant pricing pressure caused by many factors, including [removed: persisting] inflationary pressures, intense competition and a highly promotional retail environment, consolidation in the retail industry, pressure from retailers to reduce the costs of products, excess inventory levels in the marketplace, and changes in consumer spending patterns.
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 [removed: 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"*);] [added: costs;] (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 morale; [removed: (vii)] [added: (vi)] attrition beyond any planned reduction in workforce; and [removed: (viii)] [added: (vii)] damage to our reputation and brand image due to our restructuring-related activities.
Mr. R. Lauren is instrumental to, and closely identified with, our brand that bears [removed: his name.]
[added: The death or disability of Mr. R. Lauren or other extended or permanent loss of his] services, or any negative market or industry perception with respect to him or arising from his loss, could have a material adverse effect on our business.
We face increasing competition from companies selling apparel, footwear, accessories, home, and other of our product [removed: categories] [added: categories, including] through the Internet.
We also face intense competition from other domestic and foreign [removed: fashion-oriented] apparel, footwear, and accessory companies that sell products through brick and mortar stores and wholesale and licensing channels.
[removed: 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 [removed: demographics, including age;] [added: demographics;] (iv) competitively pricing our products and creating a compelling value proposition for [removed: consumers, including price increases to mitigate inflationary pressures while simultaneously balancing the risk of lower consumer demand in response to any such price increases;] [added: consumers;] (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 [added: and desirable] retail floor space 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 [removed: employees] [added: talent] 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.
Any negative publicity regarding Mr. R. Lauren, or other members of our [removed: 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 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.
Our products are manufactured to our specifications through arrangements with [removed: over] [added: approximately] 300 foreign manufacturers in various countries.
In Fiscal [removed: 2024,] [added: 2025,] approximately 96% of our products (by dollar value) were produced outside of the U.S., primarily in Asia, Europe, and Latin America, with approximately [removed: 19%] [added: 20%] of our products sourced from [removed: Vietnam] [added: Vietnam, 16% from Cambodia,] and [removed: 15%] [added: 12%] from China.
Risks inherent in importing our products include (i) [removed: adverse changes in local economic conditions, such as prolonged periods] [added: the imposition] of [removed: recession, high inflation, or] [added: additional tariffs, duties, taxes, and] other [removed: factors described herein; (ii) changes in social] [added: charges on imports] or [removed: political conditions, including] [added: exports, such as] those [removed: resulting from military conflicts, terrorist acts, or other hostilities, that could result in the disruption of trade from] [added: recently announced by] the [removed: countries in which our manufacturers or suppliers are located; (iii) pandemic diseases, which could result in closed factories, reduced workforces, scarcity of raw materials, port congestion, and scrutiny or embargoing of goods produced in infected areas; (iv)] [added: U.S. as discussed below; (ii)] changes in diplomatic and trade relationships, including the imposition of any sanctions, restrictions, and other [removed: responses, such as those issued by the U.S. and other countries against Russia in response to Russia's war with Ukraine; (v)] [added: responses; (iii)] 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; [removed: (vi)] [added: (iv) adverse changes in local economic conditions, such as prolonged periods of recession, high inflation and/or interest rates, or other factors described herein; (v) changes in social or political conditions, including those resulting from military conflicts, terrorist acts, or other hostilities, that could result in] the [removed: imposition] [added: disruption] of [removed: additional duties, tariffs, taxes,] [added: trade from the countries in which our manufacturers or suppliers are located; (vi) pandemic diseases, which could result in closed factories, reduced workforces, scarcity of raw materials, port congestion,] and [removed: other charges on imports] [added: scrutiny] or [removed: exports;] [added: embargoing of goods produced in infected areas;] (vii) unfavorable changes in the availability, cost, or quality of raw materials and commodities; (viii) labor shortages within our supply chain resulting from labor disputes, strikes, or otherwise; (ix) increases in the cost of labor or transportation; (x) disruptions of shipping and international trade caused by natural and man-made disasters, severe [removed: weather (such as recent droughts impacting the passage way through the Panama canal),] [added: weather,] military conflicts, terrorist acts, or other hostilities (such as [removed: recent] militant attacks on cargo vessels in the Red Sea), or other unforeseen events, including any resulting impact to shipping [removed: prices;] [added: prices and shipping times;] (xi) 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 (xii) 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.
[removed: The] [added: In addition, the] entire apparel industry, including our Company, has faced, and could continue to face, supply chain challenges as a result of inflationary pressures, political instability, severe weather, military conflicts and other hostilities, pandemic diseases, and other factors, including reduced freight availability, port congestion, labor shortages, and rising wages and energy costs, among other factors.
In addition, the cost and availability of raw materials used to manufacture our products are subject to significant fluctuation as a result of certain of the beforementioned factors (including [removed: persisting] inflationary pressures), as well as crop yields which could be negatively impacted by severe weather conditions.
[removed: See Item 1 — *"Business — Sourcing, Production and Quality."*] We enter into purchase order commitments each season specifying a time for delivery, method of payment, design and quality specifications, and other standard industry provisions, but do not have long-term contracts with any manufacturer.
Our [removed: distributions] [added: distribution] 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.
[removed: If we decide to close a store, or if we decide to downsize,] consolidate, or relocate any of our corporate facilities, we may incur an impairment charge and/or exit costs associated with the [added: disposal of the store or corporate facility.]
Sales to our three largest wholesale customers accounted for approximately [removed: 13%] [added: 12%] of total net revenues for Fiscal [removed: 2024,] [added: 2025,] and these customers accounted for approximately [removed: 29%] [added: 25%] of our total gross trade accounts receivable outstanding as of March [removed: 30, 2024.][added: 29, 2025.]
[removed: Substantially all] [added: Approximately 70% of] sales to our three largest wholesale customers related to our North America [added: segment and approximately 30% related to our Europe] segment.
The department store sector has experienced numerous consolidations, restructurings, [removed: reorganizations,] bankruptcies, and other ownership changes in recent times, which could potentially increase in frequency as a result of current adverse economic conditions, including [removed: persisting] [added: changes to existing trade policies and agreements (including higher tariffs on U.S. imports), ongoing] inflationary pressures and high interest rates, and/or changes in consumer shopping preferences, such as the continued shift away from traditional brick and mortar wholesale retailers to larger online retailers.
Most recently, the U.S. announced significant changes to its trade policies, including widespread tariff increases on imported goods (including on those countries from which we import a substantial amount of our finished products, most notably Vietnam, Cambodia, and China) with potential further increases and revisions or terminations to existing trade agreements.
In response, many countries have announced or are otherwise considering retaliatory tariffs on U.S. exports and other trade restrictions.
This has led to significant uncertainty regarding the future relationship between the U.S. and other countries, as well as growing concerns about a global trade war, higher inflation, and a potential global recession, which has already caused significant volatility of global stock markets and foreign currency exchange rates.
Accordingly, a downturn or an uncertain outlook in the economies in which
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
Other risks related to our international expansion plans include (i) changes in general economic conditions in specific countries and markets, including those resulting from inflationary pressures, pandemic diseases, natural or man-made
In addition, the failure of our store
Changes to existing trade policies and agreements, including higher tariffs on U.S. imports, could exacerbate such pricing pressures.
his name.
As previously discussed, in April 2025, the U.S. announced significant changes to its trade policies, including a universal baseline tariff of 10% on all U.S. imported goods, plus additional country-specific tariffs.
In return, many countries have announced retaliatory tariffs on U.S. exports, resulting in uncertainty of the future relationship between the U.S. and other countries, as well as the potential of an ensuing global trade war and recession.
While the U.S. implemented a 90-day pause on the majority of its proposed tariffs, we cannot predict at this time if and when any of the proposed tariffs will become effective.
As approximately 96% of our products are currently produced outside of the U.S., any material change in tariffs or other trade restrictions could result in a significant increase to our product costs.
There can be no assurance that we will be able to offset
potential increased product costs through higher sales prices to our consumers, supply chain diversification, or other mitigating measures, which in turn could have a material adverse effect on our business due to lower profitability.
We compete with these companies primarily on the basis of: (i) anticipating and responding in a timely manner 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,
If we decide to close a store, or if we decide to downsize,
Additionally, interest rates have been at elevated levels in recent years and it is uncertain if and when such rates may decline.
Any perceived or actual electronic or physical security breach involving the misappropriation, loss, or other unauthorized disclosure of confidential or personally identifiable information, including penetration of our network security, whether by us or by a third
We have established certain long-term initiatives and goals regarding our impact on natural resources and society as a whole as part of our Global Citizenship & Sustainability strategy, with the aim of future-proofing our business for years to come.
Further, we could incur additional costs, face market and
Conversely, in recent years, negative sentiment towards corporate goals and initiatives related to these areas has gained momentum in the U.S., which has been accompanied by the proposal or enactment of policies, legislation, or initiatives by several state legislatures and by the U.S. federal government intended to prohibit or limit consideration of ESG matters by corporations and investors.
Additionally, we could also be criticized by stakeholders who share such sentiment for having certain initiatives and goals or for any revisions to such initiatives or goals.
We may not be able to meet the increasingly diverging expectations and perspectives on these topics and could be subjected to scrutiny that could adversely affect our reputation, business, financial performance and growth.
The future geopolitical landscape remains particularly uncertain.
Any negative sentiment toward the U.S. as a result of any such changes could also adversely affect our business.
While we continue to evaluate the impact of these legislative changes as new guidance becomes available, uncertainty remains regarding the timing and interpretation by tax authorities in affected jurisdictions.
Accordingly, although our business has not currently been materially impacted by those countries that have enacted Pillar Two rules to date, we cannot guarantee that such impacts will remain immaterial to our business in the future.
Company to devote substantial time and resources to defend itself.
ability to meet the delivery date requirements of our customers.
See Item 7 — *"Management's Discussion and Analysis of Financial Condition and Results of Operations — Market Risk Management."*
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 remote working arrangements; (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 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.
platforms, including mobile apps, could negatively impact our customers' shopping experience resulting in reduced website traffic, diminished loyalty to our brands, and lost sales.
For a discussion of risks related to our inventory management, see *"Risks Related to our Strategic Initiatives and Restructuring Activities — Our profitability may decline if we are unable to effectively manage inventory or as a result of increasing pressure on margins."*
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, Endless Aisle, Buy Online-Ship from Store, Buy Online-Pick Up in Store, and mobile checkout and contactless payments, among other capabilities.
For discussion of additional risks related to our use of information technology, see *"Risks Related to Information Systems and Data Security."*
If customers are not receptive to the
The death or disability of Mr. R. Lauren or other extended or permanent loss of his
See Item 1 — *"Business — Trademarks,"* and Item 3 *— "Legal Proceedings."*
For a discussion of risks related to the potential imposition of additional regulations and laws, see *"Risks Related to Regulatory, Legal, and Tax Matters* — *Our ability to conduct business globally may be affected by a variety of legal, regulatory, political, and economic risks."*
Our business is subject to risks associated with leasing real estate and other assets under long-term, non-cancellable leases.
disposal of the store or corporate facility.
Accordingly, the amount of our
Additionally, the Federal Reserve has raised interest rates multiple times in an effort to mitigate current inflationary pressures and further increases could potentially occur in the future.
Although many economists predict that the Federal Reserve will reduce interest rates over the next 12 months, it is unclear when and to what extent any such reductions may occur, if at all.
See Item 1 — *"Business — Our Licensing Business."*
whole, including, but not limited to, shortages and/or rising costs of raw materials or energy, public health issues, system failures, and reduced retail traffic.
customers.
suppliers.
The future geopolitical landscape remains particularly uncertain, with over 60 countries scheduled to hold national elections during 2024, including the U.S. presidential election in November.
Further, diplomatic and trade tensions between the U.S. and China remain high, with previously issued tariffs related to the importation of certain product categories, including imports of apparel into the U.S. from China remaining in effect.
As a result of actions to mitigate our exposure to the resulting tariffs, which have included diverting production to and sourcing from other countries, driving productivity within our existing supplier base, and taking pricing actions, the tariffs enacted to date have not had a material adverse impact on our business operations.
However, if the U.S. decides to impose additional tariffs on apparel or other of our goods imported from China, there can be no assurance that we will be able to offset all related increased costs, which could be material to our business operations as approximately 15% of our products are currently sourced from China.
We cannot predict if, and to what extent, other countries in which our products are currently manufactured or will be manufactured in the future, will be subject to additional tariffs, new trade restrictions, or other changes to existing international trade agreements, any of which could have a material adverse impact on our business.
For a discussion of risks associated with the importation of products, see *"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."*
For example, in August 2022, President Biden signed the Inflation Reduction Act ("IRA") into law.
The IRA enacted a 15% corporate minimum tax rate (subject to certain thresholds being met) that became effective for us beginning in our Fiscal 2024, a 1% excise tax on share repurchases made after December 31, 2022 (which may be reduced for the fair value of certain share issuances), and created and extended certain tax-related energy incentives.
A number of other countries, including Switzerland and the United Kingdom, have also enacted similar legislation implementing Pillar Two rules (in whole or in part), and additional countries are expected to implement related legislation in the near future.
The Company is currently evaluating the potential impact of such newly enacted and proposed legislation on its future consolidated financial statements.
Further, changes in governmental regulations both in the
An excerpt. Shown here: 40 of 67 rewritten, all 29 added and all 31 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2025 filing and the FY2024 filing.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
217 rewritten, 123 added, 139 removed, 585 unchanged
As such, Fiscal [removed: 2024] [added: 2025] ended on March [removed: 30, 2024] [added: 29, 2025] and was a 52-week period; Fiscal [removed: 2023] [added: 2024] ended on [removed: April 1, 2023] [added: March 30, 2024] and was a 52-week period; Fiscal [removed: 2022] [added: 2023] ended on April [removed: 2, 2022] [added: 1, 2023] and was a [removed: 53-week] [added: 52-week] period; and Fiscal [removed: 2025] [added: 2026] will end on March [removed: 29, 2025] [added: 28, 2026] and will be a 52-week period.
*•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: 2024.][added: 2025.]
- *Results of operations.* This section provides an analysis of our results of operations for Fiscal [removed: 2024] [added: 2025] and Fiscal [removed: 2023] [added: 2024] as compared to the respective prior fiscal year.
- *Financial condition and liquidity.* This section provides a discussion of our financial condition and liquidity as of March [removed: 30, 2024,] [added: 29, 2025,] 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: 2024] [added: 2025] and Fiscal [removed: 2023] [added: 2024] 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 supplier finance program, outstanding debt and covenant compliance, common stock repurchases, and payments of dividends; and (iv) a summary of our material cash requirements as of March [removed: 30, 2024.][added: 29, 2025.]
- *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 March [removed: 30, 2024.][added: 29, 2025.]
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 [removed: apparel,] [added: apparel categories,] eyewear, fragrances, and home furnishings.
- *North America* — Our North America segment, representing approximately [removed: 44%] [added: 43%] of our Fiscal [removed: 2024] [added: 2025] net revenues, primarily consists of sales of our Ralph Lauren branded products made through our retail and wholesale businesses primarily in the U.S. and Canada.
*•Europe* — Our Europe segment, representing approximately [removed: 30%] [added: 31%] of our Fiscal [removed: 2024] [added: 2025] net revenues, primarily consists of sales of our Ralph Lauren branded products made through our retail and wholesale businesses in Europe and emerging markets.
*•Asia* — Our Asia segment, representing approximately 24% of our Fiscal [removed: 2024] [added: 2025] 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.
In addition to these reportable segments, we also have other non-reportable segments, representing approximately 2% of our Fiscal [removed: 2024] [added: 2025] net revenues, which primarily consist of Ralph Lauren and Chaps branded royalty revenues earned through our global licensing alliances.
Approximately [removed: 55%] [added: 57%] of our Fiscal [removed: 2024] [added: 2025] 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.
We are in the early stages of executing a [removed: large-scale] [added: large-scale,] multi-year global project that is expected to significantly transform the way in which we operate our business and further enable our long-term strategic pivot [removed: toward] [added: towards] a global direct-to-consumer-oriented model (the "Next Generation Transformation project" or "NGT project").
The NGT project will be completed in phases and involves the redesigning of certain end-to-end processes and the implementation of a suite of [removed: information] [added: technology] systems on a global scale.
Such efforts are expected to result in significant process improvements and the creation of synergies across core areas of operations, including merchandise buying and planning, procurement, inventory management, retail and wholesale operations, and financial planning and reporting, better enabling us to optimize inventory levels and increase the speed [removed: to] [added: with] which we [removed: can] react to changes in consumer demand across markets, among other benefits.
In connection with the preliminary phase of the NGT project, we incurred other charges of [added: $25.2 million and] $5.1 million during Fiscal [added: 2025 and Fiscal] 2024, [added: respectively,] which were recorded within restructuring and other charges, net in the consolidated statements of operations.
The global economy and retail industry are impacted by many [removed: different] [added: uncontrollable] factors.
[removed: Changes in] [added: Other recent] economic conditions, [removed: most notably persisting] [added: including ongoing] inflationary [removed: pressures (including increases in the cost of raw materials, transportation, and salaries & benefits),] [added: pressures, organized labor disputes,] high interest rates, significant foreign currency volatility, [removed: bank failures,] and [removed: concerns of a potential recession,] [added: military conflicts (as discussed below),] continue to impact consumer discretionary income levels, spending, and sentiment in the U.S. and beyond.
In response to such pressures, as well as [removed: in an effort] to reduce elevated inventory levels, many retailers (particularly in the U.S.) [removed: have become increasingly more] [added: continue to resort to] promotional [added: activity] in an attempt to offset traffic declines and increase conversion.
The global economy has also been negatively impacted by ongoing military [removed: conflicts taking place in various parts of the world, most notably] [added: conflicts, including] the Russia-Ukraine and Israel-Hamas wars, [removed: other recent hostilities in the Middle East, and] militant attacks on cargo vessels in the Red [removed: Sea.][added: Sea, and other hostilities in the Middle East.]
Although our voluntary decision to suspend operations in Russia has not resulted in a material impact to our consolidated financial statements and our ongoing operations in Israel are also not material, our business has been, and may continue to be, [removed: impacted] [added: affected] by the broader macroeconomic implications resulting from these and other military conflicts, including inflationary pressures, unfavorable foreign currency exchange rates, increases in energy prices, food shortages, and [removed: volatility in] financial [removed: markets,] [added: market volatility,] among other factors, which have adversely impacted consumer sentiment and confidence.
Although our business has not been significantly impacted by [added: such disruptions, we have experienced some shipping delays impacting] the [removed: recent Red Sea crisis,] [added: timing of inventory receipts, and if such disruptions were to continue over a prolonged period,] it could [removed: lead to shipping delays,] [added: result in further] inventory [removed: shortages,] [added: receipt delays] and/or higher freight costs in the [removed: near future] [added: near-term] and beyond.
We have implemented various [added: global] strategies [removed: globally] to [removed: help] address many of these [removed: current] challenges and continue to build a foundation for long-term profitable growth [removed: centered around] [added: by] strengthening our consumer-facing areas [removed: of product, stores,] and [removed: marketing across channels and] driving a more efficient operating model.
[removed: Our strategy for] [added: Regarding] mitigating inflationary [removed: pressures] [added: pressures, our strategy] includes numerous levers, including our [removed: commitment] [added: ability] to [removed: driving average unit retail growth,] [added: effectively increase prices,] leveraging our diversified supply chain and strong supplier relationships, [removed: elevating our product sustainability efforts,] and leveraging our in-house quality control to reduce time and cost from the manufacturing process, among other efforts.
[removed: While we remain agile and mindful of] [added: Despite] the [removed: increasing] competitive [removed: promotional] environment, we plan to continue driving our broader long-term strategy of brand elevation, which includes multiple levers to continue driving average unit retail growth and brand equity.
We will continue to monitor these conditions and trends and [removed: will evaluate and] adjust our operating strategies [removed: and foreign currency and cost management opportunities] to help mitigate the related impacts on our results of operations, while remaining focused on the long-term growth of our business and protecting and elevating the value of our brand.
In Fiscal [removed: 2024,] [added: 2025,] we reported net revenues of [removed: $6.631] [added: $7.079] billion, net income of [removed: $646.3] [added: $742.9] million, and net income per diluted share of [removed: $9.71,] [added: $11.61,] as compared to net revenues of [removed: $6.444] [added: $6.631] billion, net income of [removed: $522.7] [added: $646.3] million, and net income per diluted share of [removed: $7.58] [added: $9.71] in Fiscal [removed: 2023.][added: 2024.]
The comparability of our operating results has been affected by net restructuring-related charges, impairment of assets, and certain other [removed: benefits (charges),] [added: charges (benefits),] as well as [removed: non-recurring income tax events.][added: foreign currency volatility.]
Our operating performance for Fiscal [removed: 2024] [added: 2025] reflected revenue increases of [removed: 2.9%] [added: 6.8%] on a reported basis and [removed: 2.7%] [added: 7.7%] on a constant currency basis, as defined within "*Transactions and Trends Affecting Comparability of Results of Operations and Financial Condition*" below.
Our gross profit as a percentage of net revenues increased by [removed: 220] [added: 180] basis points to [removed: 66.8%] [added: 68.6%] during Fiscal [removed: 2024,] [added: 2025,] primarily driven by [removed: lower freight costs,] [added: the] favorable [removed: geographic] [added: geographic, channel,] and [removed: channel] [added: product] mix, [removed: higher] average unit retail [removed: ("AUR"),] [added: ("AUR") growth,] and lower [removed: non-routine inventory charges recorded during Fiscal 2024 as compared to the prior fiscal year, all partially offset by higher] [added: cotton costs, more than offsetting incremental pressure from non-cotton] product costs and unfavorable foreign currency effects.
Net income increased by [removed: $123.6] [added: $96.6] million to [removed: $646.3] [added: $742.9] million in Fiscal [removed: 2024] [added: 2025] as compared to Fiscal [removed: 2023,] [added: 2024,] primarily due to a [removed: $52.2] [added: $175.7] million increase in our operating [removed: income and higher interest income of $40.8 million, as well as] [added: income, partially offset by] a [removed: $38.1] [added: $76.7] million [removed: decrease] [added: increase] in our income tax provision.
Net income per diluted share increased by [removed: $2.13] [added: $1.90] to [removed: $9.71] [added: $11.61] per share during Fiscal [removed: 2024] [added: 2025] driven by the higher level of net income and lower weighted-average diluted shares outstanding.
During Fiscal [removed: 2024] [added: 2025] and Fiscal [removed: 2023,] [added: 2024,] our operating results were negatively impacted by net restructuring-related [removed: charges] [added: charges, impairment of assets,] and certain other charges (benefits) totaling [removed: $69.9] [added: $57.8] million and [removed: $66.0] [added: $69.9] million, respectively, which had an after-tax effect of reducing net income by [removed: $52.6] [added: $46.0] million, or [removed: $0.80] [added: $0.72] per diluted share, and [removed: $52.9] [added: $52.6] million, or [removed: $0.76] [added: $0.80] per diluted share, respectively.
We ended Fiscal [removed: 2024] [added: 2025] in a net cash and short-term investments position (calculated as cash and cash equivalents, plus short-term investments, less total debt) of [removed: $642.7] [added: $940.4] million, as compared to [removed: $427.2] [added: $642.7] million as of the end of Fiscal [removed: 2023.][added: 2024.]
The increase in our net cash and short-term investments position during Fiscal [removed: 2024] [added: 2025] as compared to Fiscal [removed: 2023] [added: 2024] was primarily due to our operating cash flows of [removed: $1.070] [added: $1.235] billion, partially offset by our use of cash to support Class A common stock repurchases of [removed: $449.7] [added: $480.9] million, including withholdings in satisfaction of tax obligations for stock-based compensation awards, to [removed: make dividend payments of $194.6 million, and to] invest in our business through [removed: $164.8] [added: $216.2] million in capital [removed: expenditures.][added: expenditures, and to make dividend payments of $201.1 million.]
Net cash provided by operating activities was [removed: $1.070] [added: $1.235] billion during Fiscal [removed: 2024,] [added: 2025,] as compared to [removed: $411.0 million] [added: $1.070 billion] during Fiscal [removed: 2023.][added: 2024.]
The net increase in cash provided by operating activities was due to [added: an increase in net income before non-cash charges, as well as] a net favorable change related to our operating assets and liabilities, including our working capital, as compared to the prior fiscal [removed: year, as well as an increase in net income before non-cash charges.][added: year.]
Our equity increased to [removed: $2.450] [added: $2.589] billion as of March [removed: 30, 2024,] [added: 29, 2025,] compared to [removed: $2.431] [added: $2.450] billion as of [removed: April 1, 2023] [added: March 30, 2024] due to our comprehensive income and the net impact of stock-based compensation arrangements, partially offset by our share repurchase activity and dividends declared during Fiscal [removed: 2024.][added: 2025.]
- pretax charges incurred in connection with our restructuring activities, as well as certain other benefits [removed: (charges),] [added: (charges)] as summarized below (references to "Notes" are to the notes to the accompanying consolidated financial statements):
| | | | | | | March [removed: 30, 2024] [added: 29, 2025] | | | | | | [removed: April 1, 2023] [added: March 30, 2024] | | | | | | April [removed: 2, 2022] [added: 1, 2023] | | |
| Restructuring and other charges, net (see Note 9) | | | | | | $ | [removed: (74.9)] [added: (57.0)] | | | | | $ | [removed: (43.0)] [added: (74.9)] | | | | | $ | [removed: (22.2)] [added: (43.0)] | |
Most recently, the U.S. announced significant changes to its trade policies, including widespread tariff increases on imported goods, with potential further increases and revisions or terminations to existing trade agreements.
In response, many countries have announced or are otherwise considering retaliatory tariffs on U.S. exports and other trade restrictions.
This has led to significant uncertainty regarding the future relationship between the U.S. and other countries, as well as growing concerns about a global trade war, higher inflation, and a potential global recession, which has already caused significant volatility of global stock markets and foreign currency exchange rates.
Furthermore, the department store sector has also experienced consolidations, restructurings, bankruptcies, and other ownership changes in recent times, as well as an increase in store closures.
The global supply chain has also been negatively impacted by various factors, including disruptions at U.S. ports and in the Red Sea.
We continue to monitor the current geopolitical landscape, including the potential impact of higher tariffs should they become effective.
We have taken proactive measures in recent years to diversify our supply chain from a geographic perspective and believe we can further mitigate potential cost pressures associated with new tariffs through a combination of our disciplined inventory management, leveraging our relationships with suppliers to reduce product costs, our ability to change country of origin, and pricing actions.
However, should the proposed tariffs become effective, our profitability will be negatively impacted.
Our operating results are also susceptible to changes in macroeconomic conditions.
Net revenues reflected growth across all of our reportable segments.
Selling, general, and administrative ("SG&A") expenses as a percentage of net revenues increased by 30 basis points to 54.6% during Fiscal 2025, largely attributable to geographic and channel mix, as well as increases across various expense categories, including higher compensation-related expenses and higher marketing investments due to planned key campaign events.
Fiscal 2025 Compared to Fiscal 2024
| | | | | | | March 29, 2025 | | | | | | March 30, 2024 | | | | | | $ Change | | | | | | % / bps Change | | |
| Net revenues | | | | | | $ | 7,079.0 | | | | | $ | 6,631.4 | | | | | $ | 447.6 | | | | | 6.8 | | % |
| Cost of goods sold | | | | | | (2,226.1) | | | | | | (2,199.6) | | | | | | (26.5) | | | | | | 1.2 | | % |
| Gross profit | | | | | | 4,852.9 | | | | | | 4,431.8 | | | | | | 421.1 | | | | | | 9.5 | | % |
| Selling, general, and administrative expenses | | | | | | (3,863.0) | | | | | | (3,600.5) | | | | | | (262.5) | | | | | | 7.3 | | % |
| Impairment of assets | | | | | | (0.8) | | | | | | — | | | | | | (0.8) | | | | | | 100.0 | | % |
| Restructuring and other charges, net | | | | | | (57.0) | | | | | | (74.9) | | | | | | 17.9 | | | | | | (23.9 | | %) |
| Operating income | | | | | | 932.1 | | | | | | 756.4 | | | | | | 175.7 | | | | | | 23.2 | | % |
| Interest expense | | | | | | (44.1) | | | | | | (42.2) | | | | | | (1.9) | | | | | | 4.6 | | % |
| Interest income | | | | | | 74.0 | | | | | | 73.0 | | | | | | 1.0 | | | | | | 1.4 | | % |
| Other expense, net | | | | | | (11.3) | | | | | | (9.8) | | | | | | (1.5) | | | | | | 14.5 | | % |
| Income before income taxes | | | | | | 950.7 | | | | | | 777.4 | | | | | | 173.3 | | | | | | 22.3 | | % |
| Income tax provision | | | | | | (207.8) | | | | | | (131.1) | | | | | | (76.7) | | | | | | 58.6 | | % |
| Net income | | | | | | $ | 742.9 | | | | | $ | 646.3 | | | | | $ | 96.6 | | | | | 14.9 | | % |
| Basic | | | | | | $ | 11.86 | | | | | $ | 9.91 | | | | | $ | 1.95 | | | | | 19.7 | | % |
| Diluted | | | | | | $ | 11.61 | | | | | $ | 9.71 | | | | | $ | 1.90 | | | | | 19.6 | | % |
*Net Revenues.* Net revenues increased by $447.6 million, or 6.8%, to $7.079 billion in Fiscal 2025 as compared to Fiscal 2024, reflecting growth across all of our reportable segments, partially offset by unfavorable foreign currency effects of $66.1 million.
| North America | | | | | | 223 | | | | | | 230 | | |
| Asia | | | | | | 237 | | | | | | 231 | | |
| Asia | | | | | | 641 | | | | | | 671 | | |
| Total stores | | | | | | 1,235 | | | | | | 1,263 | | |
| | | | | | | March 29, 2025 | | | | | | March 30, 2024 | | | | | | As Reported | | | | | | | | | Constant Currency | | | | | | As Reported | | | | | | Constant Currency | | | | | |
| North America | | | | | | $ | 3,050.1 | | | | | $ | 2,950.5 | | | | | $ | 99.6 | | | | | $ | (4.3) | | | | | $ | 103.9 | | | | | 3.4 | | % | | | | 3.5 | | % |
| Europe | | | | | | 2,174.9 | | | | | | 1,968.0 | | | | | | 206.9 | | | | | | (13.2) | | | | | | 220.1 | | | | | | 10.5 | | % | | | | 11.2 | | % |
| Asia | | | | | | 1,709.4 | | | | | | 1,566.6 | | | | | | 142.8 | | | | | | (48.5) | | | | | | 191.3 | | | | | | 9.1 | | % | | | | 12.2 | | % |
| Other non-reportable segments | | | | | | 144.6 | | | | | | 146.3 | | | | | | (1.7) | | | | | | (0.1) | | | | | | (1.6) | | | | | | (1.1 | | %) | | | | (1.1 | | %) |
| Total net revenues | | | | | | $ | 7,079.0 | | | | | $ | 6,631.4 | | | | | $ | 447.6 | | | | | $ | (66.1) | | | | | $ | 513.7 | | | | | 6.8 | | % | | | | 7.7 | | % |
- a $118.5 million increase related to our North America retail business.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
In addition, prior to its disposition at the end of our first quarter of Fiscal 2022, our other non-reportable segments also included sales of Club Monaco branded products made through our retail and wholesale businesses in the U.S., Canada, and Europe, and our licensing alliances in Asia.
See Note 9 to the accompanying consolidated financial statements for additional discussion regarding the disposition of our former Club Monaco business, as well as the transition of our Chaps business to a fully licensed business model.
The future geopolitical landscape also remains particularly uncertain, with over 60 countries scheduled to hold national elections during 2024, including the U.S. presidential election in November.
Any resulting changes in international trade relations, legislation and regulations (including those related to taxation and importation), or economic and monetary policies, or heightened diplomatic tensions or political and civil unrest, among other potential impacts, could adversely impact the global economy and our operating results.
We have also taken earlier receipts of inventory and strategically utilize faster means of transportation when necessary to maximize full-price selling windows.
We also continue to experience varying degrees of business disruptions resulting from the current macroeconomic environment, including inflationary pressures, ongoing military conflicts taking place in various parts of the world, and foreign currency volatility, among other factors.
Net revenue growth was led by our international businesses.
Selling, general, and administrative ("SG&A") expenses as a percentage of net revenues during Fiscal 2024 increased by 140 basis points to 54.3%, primarily driven by higher compensation-related expenses, rent and occupancy costs, and marketing and advertising expenses.
| | | | | | | | | | | | | | | | | | | | | |
Non-routine inventory benefits, net recorded during Fiscal 2022 related to COVID-19-related reserves.
Non-routine bad debt expense, net recorded during Fiscal 2022 related to the Russia-Ukraine war (approximately $3 million), partially offset by COVID-19-related bad debt reversals (approximately $1 million).
- the inclusion of the 53rd week in Fiscal 2022, which resulted in incremental net revenues of $62.7 million and net income of $16.5 million, or approximately $0.22 per diluted share;
- the disposition of our former Club Monaco business at the end of the first quarter of Fiscal 2022 in connection with our Fiscal 2021 Strategic Realignment Plan.
We did not recognize any net revenues during Fiscal 2024 or Fiscal 2023 in connection with our former Club Monaco business, whereas we recognized net revenues of approximately $34 million during Fiscal 2022.
- the transition of our Chaps business to a fully licensed business model during the second quarter of Fiscal 2022 in connection with our Fiscal 2021 Strategic Realignment Plan, which resulted in declines in net revenues of approximately $15 million during Fiscal 2023 and $69 million during Fiscal 2022, each as compared to their respective prior fiscal year.
- varying degrees of COVID-19 business disruptions during the fiscal years presented.
Gross profit as a percentage of net revenues is dependent upon a variety of factors, including changes in the relative sales mix among distribution channels, changes in the mix of products sold, pricing, the timing and level of promotional activities, foreign currency exchange rates, and fluctuations in product costs.
These factors, among others, may cause gross profit as a percentage of net revenues to fluctuate from year to year.
| North America | | | | | | $ | 553.6 | | | | | 18.8% | | | | | | $ | 543.2 | | | | | 18.0% | | | | | | $ | 10.4 | | | | | 80 bps | | |
| | | | | | | 1,483.3 | | | | | | | | | | | | 1,385.7 | | | | | | | | | | | | 97.6 | | | | | | | | |
| Unallocated corporate expenses | | | | | | (652.0) | | | | | | | | | | | | (638.5) | | | | | | | | | | | | (13.5) | | | | | | | | |
*North America operating margin* improved by 80 basis points, primarily due to the favorable impact of 90 basis points attributable to lower non-routine inventory charges recorded during Fiscal 2024 as compared to the prior fiscal year.
The overall improvement in operating margin also reflected the net favorable impact of approximately 20 basis points driven by an increase in gross margin, partially offset by an increase in SG&A expenses as a percentage of net revenues.
*Unallocated corporate expenses* increased by $13.5 million to $652.0 million in Fiscal 2024.
*Unallocated restructuring and other charges, net* increased by $31.9 million to $74.9 million in Fiscal 2024, as previously discussed above and in Note 9 to the accompanying consolidated financial statements.
Fiscal 2023 Compared to Fiscal 2022
| | | | | | | April 1, 2023 | | | | | | April 2, 2022 | | | | | | $ Change | | | | | | % / bps Change | | |
| Net revenues | | | | | | $ | 6,443.6 | | | | | $ | 6,218.5 | | | | | $ | 225.1 | | | | | 3.6 | | % |
| Cost of goods sold | | | | | | (2,277.8) | | | | | | (2,071.0) | | | | | | (206.8) | | | | | | 10.0 | | % |
| Gross profit | | | | | | 4,165.8 | | | | | | 4,147.5 | | | | | | 18.3 | | | | | | 0.4 | | % |
| Selling, general, and administrative expenses | | | | | | (3,408.9) | | | | | | (3,305.6) | | | | | | (103.3) | | | | | | 3.1 | | % |
| Operating income | | | | | | 704.2 | | | | | | 798.4 | | | | | | (94.2) | | | | | | (11.8 | | %) |
| Interest expense | | | | | | (40.4) | | | | | | (54.0) | | | | | | 13.6 | | | | | | (25.3 | | %) |
| Interest income | | | | | | 32.2 | | | | | | 5.5 | | | | | | 26.7 | | | | | | 481.4 | | % |
| Other income (expense), net | | | | | | (4.1) | | | | | | 4.7 | | | | | | (8.8) | | | | | | NM | | |
| Income before income taxes | | | | | | 691.9 | | | | | | 754.6 | | | | | | (62.7) | | | | | | (8.3 | | %) |
| Income tax provision | | | | | | (169.2) | | | | | | (154.5) | | | | | | (14.7) | | | | | | 9.5 | | % |
| Net income | | | | | | $ | 522.7 | | | | | $ | 600.1 | | | | | $ | (77.4) | | | | | (12.9 | | %) |
An excerpt. Shown here: 40 of 217 rewritten, 40 of 123 added and 40 of 139 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 FY2025 filing and the FY2024 filing.
Item 1. Business.
117 rewritten, 75 added, 88 removed, 431 unchanged
For [removed: more than 50] [added: nearly 60] years, Ralph Lauren has sought to inspire the dream of a better life through authenticity and timeless style.
[removed: 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 [removed: apparel,] [added: apparel categories,] eyewear, fragrances, and home furnishings.
Our global reach is extensive, as we sell directly to customers throughout the world via our 564 retail stores and [removed: 699] [added: 671] concession-based shop-within-shops, as well as through our own digital commerce sites and those of various third-party digital partners.
Merchandise is also available through our wholesale distribution channels at over [removed: 9,600] [added: 9,400] doors worldwide, the majority in specialty stores, as well as through the digital commerce sites of many of our wholesale customers.
In addition to our directly-operated stores and shops, our international licensing partners operate [removed: 195 stores and shops.][added: 116 stores.]
As of March [removed: 30, 2024,] [added: 29, 2025,] Mr. R. Lauren, or entities controlled by the Lauren family, held approximately [removed: 84%] [added: 85%] of the voting power of the Company's outstanding common stock.
Our core strengths include a portfolio of luxury lifestyle products spanning [added: across] five categories: apparel, footwear & accessories, home, fragrances, and hospitality; a well-diversified global multi-channel distribution network; an investment philosophy supported by a strong balance sheet; and an experienced management team.
][added: FY24.jpg](https://www.sec.gov/Archives/edgar/data/1037038/000103703825000011/rl-20250329_g1.jpg)]
[removed: With our Live On Promise as our North Star,] [added: Today,] we [added: continue to deepen this philosophy and] are evolving the way our products are designed, made, used, and recirculated.
- *Sustainable Materials* — Our [added: iconic] products are designed to be timeless and [added: intended to be] worn for generations.
We are committed to using materials in ways that not only help our products live on, but also [added: to] help reduce environmental impact, protect biodiversity and animal welfare, support livelihoods, and improve the traceability of raw materials.
- *Design with Intent* — Since our founding, Ralph [removed: Lauren's design] [added: Lauren] has been inspired by [added: the] beautiful and interconnected histories, arts, crafts, and [removed: cultures.][added: cultures that make up the fabric of America.]
[removed: Mindful of our efforts, we] [added: We] are on a journey to evolve from inspiration to collaboration with communities that inspire [removed: us.][added: us, which includes taking meaningful steps to be more inclusive throughout our business, from how we design to how products go to market.]
- *Value Chain for Impact* — To build a resilient and responsible supply chain, we are continuing to [removed: drive] [added: increase the] transparency and traceability of our full value chain, [removed: to] strengthen our relationships with suppliers, and [removed: to] identify areas for improvement.
We work with our suppliers to [removed: increase transparency,] respect human [removed: rights,] [added: rights] and promote environmental sustainability.
- *Climate* — Significant reductions to global greenhouse gas ("GHG") emissions are collectively needed so we can protect and preserve [removed: our planet.][added: the natural resources on which we depend.]
That is why we have [removed: created an ambitious roadmap with bold] [added: committed to] near-term and long-term targets to reduce absolute GHG emissions across our operations and supply chain.
We work to minimize waste in our operations and divert waste from landfills and incineration [removed: to] [added: through] donation, reuse, and recycling.
- *Chemical Management* — We are committed to monitoring and reducing hazardous chemical use and discharge from our [removed: product manufacturing and] supply chain.
As ecosystems [removed: and species] are increasingly threatened, we are committed to leveraging science to build an in-depth understanding of our current impacts on biodiversity.
[added: - *Employee Well-being* —] Our people drive our success and we are dedicated to supporting the physical, emotional, social, and financial needs of our employees and their families to help them thrive.
The two main drivers of our giving efforts are through the Company's Social [removed: Partnerships] and [removed: Philanthropy] [added: Community Impact] department and donations to The Ralph Lauren Corporate Foundation.
To support this, we work with [added: our] suppliers to build capacity, with workers to empower [removed: them] [added: them,] and with industry partners to collaborate for positive change.
Our most recently published Global Citizenship & Sustainability Report covering Fiscal [removed: 2023] [added: 2024] may be found on our corporate website at https://corporate.ralphlauren.com/citizenship-and-sustainability.
Our Global Citizenship & Sustainability Report covering Fiscal [removed: 2024] [added: 2025] is expected to be released in September [removed: 2024.][added: 2025.]
We are in the early stages of executing a large-scale multi-year global project that is expected to significantly transform the way in which we operate our business and further enable our long-term strategic pivot [removed: toward] [added: towards] a global direct-to-consumer-oriented model (the "Next Generation Transformation project" or "NGT project").
Such efforts are expected to result in significant process improvements and the creation of synergies across core areas of operations, including merchandise buying and planning, procurement, inventory management, retail and wholesale operations, and financial planning and reporting, better enabling us to optimize inventory levels and increase the speed [removed: to] [added: with] which we [removed: can] react to changes in consumer demand across markets, among other benefits.
In connection with the preliminary phase of the NGT project, we incurred other charges of [added: $25.2 million and] $5.1 million during Fiscal [added: 2025 and Fiscal] 2024, [added: respectively,] which were recorded within restructuring and other charges, net in the consolidated statements of operations.
- *Footwear & Accessories* — Our range of footwear & 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, [added: RLX Ralph Lauren,] Polo Ralph Lauren Children, and Chaps brands.
Ralph Lauren's global hospitality collection is comprised of our restaurants including *The Polo Bar* in New York City, *RL Restaurant* located in Chicago, *Ralph's* located in Paris, *The Bar at Ralph Lauren* located in Milan, *Ralph's Bar* located in Chengdu, [removed: China,] and our *Ralph's Coffee* concept in various cities around the world.
The foundation of Double RL lies in timeless wardrobe staples for men and women, including authentic [removed: American made] [added: American-made] selvedge [removed: denim,] [added: denim jeans,] military-grade chinos, tube-knit t-shirts, thermals, and flannels.
- *North America* — Our North America segment, representing approximately [removed: 44%] [added: 43%] of our Fiscal [removed: 2024] [added: 2025] net revenues, primarily consists of sales of our Ralph Lauren branded apparel, footwear & accessories, home, and related products made through our retail and wholesale businesses primarily in the U.S. and Canada.
*•Europe* — Our Europe segment, representing approximately [removed: 30%] [added: 31%] of our Fiscal [removed: 2024] [added: 2025] net revenues, primarily consists of sales of our Ralph Lauren branded apparel, footwear & accessories, home, and related products made through our retail and wholesale businesses in Europe and emerging markets.
*•Asia* — Our Asia segment, representing approximately 24% of our Fiscal [removed: 2024] [added: 2025] net revenues, primarily consists of sales of our Ralph Lauren branded apparel, footwear & accessories, home, and related products made through our retail and wholesale businesses in Asia, Australia, and New Zealand.
In addition to these reportable segments, we also have other non-reportable segments, representing approximately 2% of our Fiscal [removed: 2024] [added: 2025] net revenues, which primarily consist of Ralph Lauren and Chaps branded royalty revenues earned through our global licensing alliances.
Approximately [removed: 55%] [added: 57%] of our Fiscal [removed: 2024] [added: 2025] net revenues were earned outside of the U.S. See Note 20 to the accompanying consolidated financial statements for a summary of net revenues [added: by segment] and [removed: operating income] by [removed: segment,] [added: geographic location,] as well as [removed: net revenues and long-lived assets] [added: additional financial metrics] by [removed: geographic location.][added: segment.]
Our retail business sells directly to customers throughout the world via our 564 retail stores and [removed: 699] [added: 671] concession-based shop-within-shops, totaling approximately [removed: 4.2] [added: 4.1] million and 0.7 million square feet, respectively, as well as through our own digital commerce sites and those of various third-party digital partners.
We also continue to scale and expand our Connected Retail capabilities to enhance the consumer experience, which include [removed: virtual selling appointments,] [added: Online Appointment Bookings, Digital Clienteling,] Endless Aisle, Buy Online-Ship from Store, Buy Online-Pick Up in Store, [added: Same-Day Delivery,] and [removed: mobile checkout] [added: Mobile Point of Sale] and contactless payments, among other capabilities.
During Fiscal [removed: 2024,] [added: 2025,] we opened [removed: 34] [added: 30] new Ralph [added: Lauren stores and closed 10 stores.]
The following table presents the number of Ralph Lauren stores by segment as of March [removed: 30, 2024:][added: 29, 2025:]
In addition, we license to third parties for specified
During our September 2022 Investor Day, we introduced our current 3-year long-term growth strategy for Fiscal 2023 to Fiscal 2025, which is presented below:
Our next Investor Day will be held in September 2025, during which we will present our latest long-term growth strategy.
- *Belonging & Equity* — We believe a diversity of backgrounds, skills, and experiences of our employees and our culture of inclusivity drive innovation and creativity.
We are committed to further strengthening a sense of belonging and equal opportunities for all.
Our strategy is guided by three focus areas — *Talent*, *Engagement, and Learning* — and is designed to create a culture of belonging, enable open dialogue, amplify all perspectives, and continue to grow and advance our best-in-class talent.
The NGT project will be completed in phases and involves the redesigning of certain end-to-end processes and the implementation of a suite of technology systems on a global scale.
| Total | | | | | | 252 | | |
| Total | | | | | | 312 | | |
| Asia | | | | | | 641 | | |
| Total(a) | | | | | | 671 | | |
| Europe | | | | | | 5,600 | | |
| Asia | | | | | | 850 | | |
| Total | | | | | | 9,450 | | |
| Europe | | | | | | 7,000 | | |
| Asia | | | | | | 1,050 | | |
| Total | | | | | | 14,350 | | |
| | | | | | | Socks and Hosiery | | | | | | Naigai Co., Ltd. (Japan only) | | |
| Home | | | | | | Utility and Blankets | | | | | | Down-lite International, Inc. | | |
*International Licensed Distribution*
We continue to optimize our customer experience globally with the introduction of numerous features including new payment methods and improved search capabilities, as well as greater personalization and enhanced content.
In conjunction with introducing new features, we have focused on foundational needs ranging from platform enhancements to technology solutions to operational efficiencies.
We also conduct a variety of public relations activities, including fashion presentations in major cities such as New York City and Milan.
We also continue to be an Official Outfitter of the U.S. Olympic and Paralympic Teams, providing the Opening and Closing Ceremony Uniform apparel and a collection of Villagewear apparel and accessories available to men, women, and children, with the right to manufacture, distribute, advertise, promote, and sell products in the U.S. Most recently, we dressed Team USA for the Summer Olympic and Paralympic Games in Paris in 2024, and we will be dressing the team for the upcoming Winter Olympic and Paralympic Games in Milan in 2026, and the Summer Olympic and Paralympic Games in Los Angeles in 2028.
Our Global Sourcing organization closely supervises these suppliers to make our designs as per our specifications and standards.
Ralph Lauren's Quality Assurance team works with suppliers to ensure best practices are carried out prior to and during production.
Compliance to our standards is ensured through our Quality Control requirements and follow-up inspections and reviews.
Both the initial Quality Assurance work and the Quality Control requirements ensure merchandise is received at the distribution facilities and shipped to customers with minimal interruption.
Management continually monitors political, economic, social, environmental, trade, and labor risks.
We manage our exposure through, among other measures, by diversifying production among countries and suppliers and sourcing from countries with trade preferences.
We are committed to conducting our global operations ethically and with respect for the dignity of all people who make our products.
All our suppliers are expected to uphold our Ralph Lauren Operating Standards.
These standards require business partners to foster a safe, sustainable, inclusive, and ethical workplace through continuous improvement.
Our Global Citizenship team monitors the compliance of our business partners as part of our due diligence processes.
Our business model requires us to commit to most of our garment production and related fabric procurement before actual sales occur.
In cases where we overestimate customer demand for specific products or materials, we manage excess inventory by redirecting these items to our outlet stores and other secondary sales channels.
(a)Includes Australia and New Zealand.
Our digital commerce enhancements included expanded payment methods, improved search capabilities, more personalized user experiences, and elevated content offerings.
We are also in the early stages of executing a large-scale multi-year global project that is expected to significantly transform the way in which we operate our business and further enable our long-term strategic pivot towards a global direct-to-consumer-oriented model (the "Next Generation Transformation project" or "NGT project").
See Item 1 — "*Business — Recent Developments*" for further discussion regarding our NGT project.
An overview of our long-term growth strategy is presented below:
Today, we continue to deepen this philosophy and apply it to how we are shifting from a linear to circular product economy.
That includes taking meaningful steps to be more inclusive throughout our business, from how we design to how products go to market.
- *Diversity, Equity, and Inclusion* — We are committed to creating a culture of diversity, equity, and inclusion ("DE&I") and belonging inside our Company and throughout the communities we serve.
Our DE&I strategy consists of five pillars — *Talent*, *Collaboration and Belonging*, *Learning*, *Communication and Messaging*, and *Celebration and Recognition* — and is designed to create a culture of belonging, attract and retain diverse talent, and offer opportunities that enable all people to thrive.
- *Employee Well-being* — The contributions of our employees make Ralph Lauren a vibrant organization.
In addition, prior to its disposition at the end of our first quarter of Fiscal 2022, our other non-reportable segments also included sales of Club Monaco branded products made through our retail and wholesale businesses in the U.S., Canada, and Europe, and our licensing alliances in Asia.
See Note 9 to the accompanying consolidated financial statements for additional discussion regarding the disposition of our former Club Monaco business, as well as the transition of our Chaps business to a fully licensed business model.
Lauren stores and closed 11 stores.
| Total | | | | | | 232 | | |
| Total | | | | | | 332 | | |
| Asia | | | | | | 671 | | |
| Total(a) | | | | | | 699 | | |
| Europe | | | | | | 5,547 | | |
| Asia | | | | | | 802 | | |
| Total | | | | | | 9,678 | | |
| Europe | | | | | | 7,206 | | |
| Asia | | | | | | 1,068 | | |
| Total | | | | | | 15,085 | | |
| Home | | | | | | Utility and Blankets | | | | | | Keeco (by acquisition of Hollander Sleep & Decor) | | |
*International Licensing*
We have launched RalphLauren.com flagships across many new markets and introduced additional languages and payment methods globally.
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.
behalf.
We also conduct a variety of public relations activities.
For example, we typically introduce each of our spring and fall menswear and womenswear collections at press presentations in major cities such as New York City and Milan.
We also continue to be the exclusive Official Parade Outfitter for the U.S. Olympic and Paralympic Teams, with the right to manufacture, distribute, advertise, promote, and sell products in the U.S. which replicate the Parade Outfits and associated leisure wear.
Most recently, we dressed Team U.S.A. for the Winter Olympic Games in Beijing, China in 2022, and we will be dressing the team for the upcoming Summer Olympic Games in Paris, France in 2024, Winter Olympic Games in Milan, Italy in 2026, and Summer Olympic Games in Los Angeles, U.S. in 2028.
We source both finished products and raw materials.
Raw materials include fabric, buttons, and other trim.
Finished products consist of manufactured and fully assembled products ready for shipment to our customers.
Most of our businesses must commit to the manufacturing of our garments before we sell finished goods, whether through wholly-owned retail stores or to wholesale customers.
We also must commit to the purchase of fabric from mills well in advance of our sales.
If we overestimate our primary customers' demand for a particular product or the need for a particular fabric or yarn, we primarily sell the excess products or garments made from such fabric or yarn in our outlet stores or through other secondary distribution channels.
Suppliers operate under the close supervision of our global manufacturing division.
All products are produced according to our specifications and standards.
Production and quality control staff in Asia and Europe, together with our quality control service providers in the Americas and the Middle East, monitor manufacturing at supplier facilities in order to correct problems prior to shipment of the final product.
Procedures have been implemented under our vendor certification and compliance programs so that quality assurance is reviewed early in the production process, allowing merchandise to be received at the distribution facilities and shipped to customers with minimal interruption.
| Greensboro, North Carolina | | | | | | U.S. | | | | | | Leased | | |
| Whitsett, North Carolina | | | | | | U.S. | | | | | | Leased | | |
An excerpt. Shown here: 40 of 117 rewritten, 40 of 75 added and 40 of 88 removed. The counts are complete. For every sentence, read Item 1. Business. in the FY2025 filing and the FY2024 filing.
Cover and table of contents
33 rewritten, 3 added, 3 removed, 114 unchanged
For the fiscal year ended March [removed: 30, 2024][added: 29, 2025]
The aggregate market value of the registrant's voting common stock held by non-affiliates of the registrant was approximately [removed: $4.530] [added: $7.762] billion as of September [removed: 29, 2023,] [added: 27, 2024,] 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.
At May [removed: 17, 2024, 40,628,150] [added: 16, 2025, 38,442,532] shares of the registrant's Class A common stock, $.01 par value and 21,881,276 shares of the registrant's Class B common stock, $.01 par value were outstanding.
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 March [removed: 30, 2024.][added: 29, 2025.]
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| [Item [removed: 12.](#i29668c8286604ca8a4f7c4a6b5de7028_160)] [added: 12.](#ie490c2bdeaca4fd89de003ae1c05f0d3_163)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i29668c8286604ca8a4f7c4a6b5de7028_160)] [added: Matters](#ie490c2bdeaca4fd89de003ae1c05f0d3_163)] | | | [removed: [77](#i29668c8286604ca8a4f7c4a6b5de7028_160)] [added: [74](#ie490c2bdeaca4fd89de003ae1c05f0d3_163)] | | |
| [Item [removed: 13.](#i29668c8286604ca8a4f7c4a6b5de7028_163)] [added: 13.](#ie490c2bdeaca4fd89de003ae1c05f0d3_166)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i29668c8286604ca8a4f7c4a6b5de7028_163)] [added: Independence](#ie490c2bdeaca4fd89de003ae1c05f0d3_166)] | | | [removed: [78](#i29668c8286604ca8a4f7c4a6b5de7028_163)] [added: [75](#ie490c2bdeaca4fd89de003ae1c05f0d3_166)] | | |
| [Item [removed: 14.](#i29668c8286604ca8a4f7c4a6b5de7028_166)] [added: 14.](#ie490c2bdeaca4fd89de003ae1c05f0d3_169)] | | | [Principal Accountant Fees and [removed: Services](#i29668c8286604ca8a4f7c4a6b5de7028_166)] [added: Services](#ie490c2bdeaca4fd89de003ae1c05f0d3_169)] | | | [removed: [78](#i29668c8286604ca8a4f7c4a6b5de7028_166)] [added: [75](#ie490c2bdeaca4fd89de003ae1c05f0d3_169)] | | |
| [Item [removed: 15.](#i29668c8286604ca8a4f7c4a6b5de7028_172)] [added: 15.](#ie490c2bdeaca4fd89de003ae1c05f0d3_175)] | | | [Exhibits and Financial Statement [removed: Schedules](#i29668c8286604ca8a4f7c4a6b5de7028_172)] [added: Schedules](#ie490c2bdeaca4fd89de003ae1c05f0d3_175)] | | | [removed: [78](#i29668c8286604ca8a4f7c4a6b5de7028_172)] [added: [75](#ie490c2bdeaca4fd89de003ae1c05f0d3_175)] | | |
| [Item [removed: 16.](#i29668c8286604ca8a4f7c4a6b5de7028_175)] [added: 16.](#ie490c2bdeaca4fd89de003ae1c05f0d3_178)] | | | [Form 10-K [removed: Summary](#i29668c8286604ca8a4f7c4a6b5de7028_175)] [added: Summary](#ie490c2bdeaca4fd89de003ae1c05f0d3_178)] | | | [removed: [80](#i29668c8286604ca8a4f7c4a6b5de7028_175)] [added: [77](#ie490c2bdeaca4fd89de003ae1c05f0d3_178)] | | |
Forward-looking statements include, without limitation, statements regarding our current expectations about the Company's future operating results and financial condition, the implementation and results of our strategic plans and initiatives, store openings and closings, capital expenses, our plans regarding our quarterly cash dividend and Class A common stock repurchase programs, [added: and] our ability to meet citizenship and sustainability [removed: goals, and the senior management of the Company.][added: goals.]
- the impact of economic, political, and other conditions on us, our customers, suppliers, vendors, and lenders, including potential business disruptions related to [added: ongoing military conflicts taking place in various parts of] the [added: world, most notably the] Russia-Ukraine and Israel-Hamas wars, [added: other recent hostilities in the Middle East, and] militant attacks on cargo vessels in the Red Sea, civil and political unrest, diplomatic tensions between the U.S. and other countries, [removed: rising] [added: high] interest rates, and bank failures, among other factors described herein;
- the potential impact to our business resulting from supply chain disruptions, including those caused by capacity constraints, closed factories and/or labor shortages (stemming from pandemic diseases, labor disputes, strikes, or otherwise), [added: man-made or natural disasters,] scarcity of raw materials, port congestion, and scrutiny or detention of goods produced in certain territories resulting from laws, regulations, or trade restrictions, such as those imposed by the Uyghur Forced Labor Prevention Act ("UFLPA") or the Countering America's Adversaries Through Sanctions Act ("CAATSA"), which could result in shipment approval delays leading to inventory shortages and lost sales, as well as potential shipping delays, inventory shortages, and/or higher freight costs resulting from [added: port strikes,] the recent Red Sea [removed: crisis] [added: crisis,] and/or disruptions to major waterways such as the Suez and Panama canals;
- our ability to achieve our goals regarding citizenship and sustainability practices, including those related to climate [removed: change and] [added: change,] our human [removed: capital] [added: capital,] and [added: our] supply [removed: chain;][added: chain, or if our stakeholders disagree with such goals;]
- a variety of legal, regulatory, tax, political, and economic risks, including risks related to the [removed: importation] [added: importation, exportation,] and [removed: exportation] [added: traceability and transparency] of products which our operations are currently subject to, or may become subject to as a result of potential changes in legislation, and other risks associated with our international operations, such as compliance with the Foreign Corrupt Practices Act or violations of other anti-bribery and corruption laws prohibiting improper payments, and the burdens of complying with a variety of foreign laws and regulations, including tax laws, trade and labor restrictions, and related laws that may reduce the flexibility of our business;
- the impact to our business resulting from the potential imposition of additional [removed: duties,] tariffs, [added: duties, or] taxes, [added: changes to existing trade agreements,] and other charges or barriers to trade, including those [removed: resulting from trade developments between] [added: recently announced by] the U.S. and [removed: China or other] [added: any responding retaliatory actions implemented by impacted] countries, and any related impact to global stock markets, [added: foreign currency exchange rates, and existing inflationary pressures,] as well as our ability to implement mitigating sourcing strategies;
All references to "Fiscal 2025" represent the 52-week fiscal year [removed: ending] [added: ended] March 29, 2025.
All references to "Fiscal [removed: 2022"] [added: 2026"] represent the [removed: 53-week] [added: 52-week] fiscal year [removed: ended April 2, 2022.][added: ending March 28, 2026.]
| [Item 1C.](#ie490c2bdeaca4fd89de003ae1c05f0d3_91) | | | [Cybersecurity](#ie490c2bdeaca4fd89de003ae1c05f0d3_91) | | | [39](#ie490c2bdeaca4fd89de003ae1c05f0d3_91) | | |
| [Item 6.](#ie490c2bdeaca4fd89de003ae1c05f0d3_109) | | | [Reserved](#ie490c2bdeaca4fd89de003ae1c05f0d3_109) | | | [43](#ie490c2bdeaca4fd89de003ae1c05f0d3_109) | | |
| | | | [Signatures](#ie490c2bdeaca4fd89de003ae1c05f0d3_181) | | | [78](#ie490c2bdeaca4fd89de003ae1c05f0d3_181) | | |
| [Item 1](#i29668c8286604ca8a4f7c4a6b5de7028_2379)[C](#i29668c8286604ca8a4f7c4a6b5de7028_2379)[.](#i29668c8286604ca8a4f7c4a6b5de7028_2379) | | | [Cybersecu](#i29668c8286604ca8a4f7c4a6b5de7028_2379)[rity](#i29668c8286604ca8a4f7c4a6b5de7028_2379) | | | [39](#i29668c8286604ca8a4f7c4a6b5de7028_2379) | | |
| [Item 6.](#i29668c8286604ca8a4f7c4a6b5de7028_106) | | | [Reserved](#i29668c8286604ca8a4f7c4a6b5de7028_106) | | | [43](#i29668c8286604ca8a4f7c4a6b5de7028_106) | | |
| | | | [Signatures](#i29668c8286604ca8a4f7c4a6b5de7028_178) | | | [81](#i29668c8286604ca8a4f7c4a6b5de7028_178) | | |
Item 1C. Cybersecurity.
5 rewritten, 0 added, 0 removed, 41 unchanged
[removed: All] [added: Our] vendors follow a consistent risk management [removed: process, ensuring every vendor meets] [added: process in order to meet] our high standards.
In addition, the full Board [added: periodically] receives [removed: a regular] cybersecurity [removed: update at least once annually.][added: updates.]
[removed: All of these meetings include our] [added: Our] Chief [removed: Digital and Technology] [added: Information] Officer [removed: ("CDTO")] [added: ("CIO")] and Chief Information Security Officer [removed: ("CISO").][added: ("CISO") attend all of these meetings and provide updates during them.]
Reporting directly to our [removed: CDTO, our] [added: CIO, the] CISO leads a dedicated team of information security and risk professionals.
[removed: Together,] [added: Together] they are entrusted with the crucial task of managing our information security and data protection operations.
Item 2. Properties.
7 rewritten, 3 added, 2 removed, 29 unchanged
The following table sets forth information relating to our principal properties as of March [removed: 30, 2024:][added: 29, 2025:]
| NC Highway 66, High Point, NC | | | | | | Wholesale and retail distribution facility | | | | | | [removed: 847,000] [added: 1,047,000] | | |
| 650 Madison Avenue, NYC | | | | | | Executive and corporate offices, design studio, and showrooms | | | | | | [removed: 244,000] [added: 182,000] | | |
| 601 West 26th Street, NYC | | | | | | Corporate offices [added: and showrooms] | | | | | | [removed: 222,200] [added: 380,200] | | |
As of March [removed: 30, 2024,] [added: 29, 2025,] we directly operated 564 retail stores, totaling approximately [removed: 4.2] [added: 4.1] million square feet.
We generally lease our freestanding retail stores for initial [removed: periods] [added: terms] ranging from 3 to 10 years, with renewal options.
See Item 1A — "*Risk Factors* — *Risks Related to our Business and Operations — Our business is subject to risks [removed: associated with] [added: related to] leasing real estate and other assets under long-term, non-cancellable leases.*"
| Gunpo, South Korea | | | | | | Wholesale and retail distribution facility | | | | | | 133,100 | | |
| Seoul, South Korea | | | | | | Asia corporate offices | | | | | | 29,600 | | |
| Tokyo, Japan | | | | | | Asia corporate offices | | | | | | 24,700 | | |
| Whitsett, NC | | | | | | Wholesale and retail distribution facility | | | | | | 360,000 | | |
| Greensboro, NC | | | | | | Wholesale and retail distribution facility | | | | | | 357,400 | | |
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
7 rewritten, 5 added, 9 removed, 14 unchanged
As of May [removed: 17, 2024,] [added: 16, 2025,] there were [removed: 606] [added: 595] holders of record of our Class A common stock and 7 holders of record of our Class B common stock.
[removed: During the fiscal quarter ended March 30, 2024, the stockholder set forth in the table below converted] [added: No] shares of [added: our] Class B common stock [added: were converted] into Class A common stock [removed: on] [added: during] the [removed: date set forth below:][added: fiscal quarter ended March 29, 2025.]
The following table sets forth repurchases of shares of our Class A common stock during the fiscal quarter ended March [removed: 30, 2024:][added: 29, 2025:]
(b) Includes [removed: 2,204] [added: 1,750] 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.
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 ("S&P") 500 Index and the S&P 1500 Apparel, Accessories & Luxury Goods Index for the period from March [removed: 30, 2019,] [added: 28, 2020,] the last day of our [removed: 2019] [added: 2020] fiscal year, through March [removed: 30, 2024,] [added: 29, 2025,] the last day of our [removed: 2024] [added: 2025] fiscal year.
The returns are calculated by assuming a $100 investment made on March [removed: 30, 2019] [added: 28, 2020] in the Class A common stock and each index, with all dividends reinvested.
[removed: ][added: ]
| December 29, 2024 to January 25, 2025 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 428 | |
| January 26, 2025 to February 22, 2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | 428 | | |
| February 23, 2025 to March 29, 2025 | | | | | | 302,087 | | | (b) | | | 252.85 | | | | | | 300,337 | | | | | | 352 | | |
| | | | | | | 302,087 | | | | | | | | | | | | 300,337 | | | | | | | | |
(a) On May 15, 2025 our Board of Directors approved an expansion of the common stock repurchase program that allows us to repurchase up to an additional $1.500 billion of Class A common stock repurchases.
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Stockholder That Converted Class B Common Stock to Class A Common Stock | | | | | | Date of Conversion | | | | | | Number of Shares Converted/Received | | |
| Lauren Family, L.L.C. | | | | | | March 4, 2024 | | | | | | 3,000,000 | | |
| December 31, 2023 to January 27, 2024 | | | | | | 4,057 | | | | | | $ | 135.01 | | | | | 4,057 | | | | | | $ | 896 | |
| January 28, 2024 to February 24, 2024 | | | | | | 85,666 | | | | | | 179.40 | | | | | | 85,666 | | | | | | 881 | | |
| February 25, 2024 to March 30, 2024 | | | | | | 582,180 | | | (b) | | | 180.41 | | | | | | 579,976 | | | | | | 776 | | |
| | | | | | | 671,903 | | | | | | | | | | | | 669,699 | | | | | | | | |
(a) As of March 30, 2024, the remaining availability under our Class A common stock repurchase program was approximately $776 million, 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.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
0 rewritten, 3 added, 0 removed, 1 unchanged
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 72 | | | | | |
Item 9A. Controls and Procedures.
1 rewritten, 0 added, 3 removed, 15 unchanged
There has been no change in our internal control over financial reporting during the fourth quarter of Fiscal [removed: 2024] [added: 2025] that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 74 | | | | | |
Item 9B. Other Information.
1 rewritten, 1 added, 36 removed, 3 unchanged
During the three months ended March [removed: 30, 2024,] [added: 29, 2025,] none of our directors or officers (as defined in Item 408 of Regulation S-K of the Securities Exchange [removed: Act of 1934)] [added: Act)] adopted or terminated "Rule 10b5-1 trading arrangements" or "non-Rule 10b5-1 trading arrangements" (each term as defined in Item 408 of Regulation S-K of the Securities Exchange [removed: Act of 1934).][added: Act).]
| | | | 73 | | | | | |
Amended and Restated By-laws
On May 22, 2024, the Company's Board of Directors approved the Company's Fifth Amended and Restated By-laws (the "Amended and Restated By-laws"), effective as of such date.
Among other matters, the Amended and Restated By-laws are modified to (1) amend the advance notice requirements for stockholders to bring proposed director nominees or other items of business before a special or annual meeting of stockholders, including amendments to address the universal proxy rules adopted by the SEC and (2) amend the forum selection provision to provide that the U.S. federal district courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.
The Amended and Restated By-laws also reflect other technical and administrative changes.
The foregoing summary of the amendments to the Amended and Restated By-laws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated By-laws, a copy of which is filed as Exhibit 3.3 to this Form 10-K and is incorporated herein by reference.
Departure and Appointment of Officers
On May 23, 2024, the Company announced that Jane Nielsen, Chief Operating Officer and Chief Financial Officer, will no longer serve as Chief Financial Officer effective as of May 23, 2024, and will continue in her role as Chief Operating Officer through March 29, 2025 (the "End Date"), on which date she will depart from the Company.
In connection with the foregoing, Ms. Nielsen and the Company entered into an employment transition agreement on May 23, 2024 (the "Nielsen Transition Agreement"), pursuant to which Ms. Nielsen will be entitled to the same base salary and target bonus in effect as of the date hereof through the End Date.
The Nielsen Transition Agreement further provides that Ms. Nielsen will be entitled to an equity award in August of 2024 under the Company's 2019 Long-Term Stock Incentive Plan, with a target value of $8,000,000, which will be divided equally between performance share units ("PSUs") and restricted share units ("RSUs"), on the same terms applicable to other senior executive officers of the Company.
Commencing on the End Date, the Company will pay Ms. Nielsen base salary continuation payments for a period of 52 weeks (the "Non-Compete Period"), in an aggregate amount of $1,050,000.
As of the End Date, Ms. Nielsen will cease to be eligible for any of the Company's benefit plans (other than pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), with the Company paying the employer's share of the monthly COBRA premiums for a 36-month period).
The Company will pay Ms. Nielsen her 2025 short-term bonus, as calculated for, and at the same time as, the Company's other named executive officers.
On the payroll pay date closest to the last day of the Non-Compete Period, the Company will pay Ms. Nielsen an additional lump sum amount of $1,837,500, which is equal to her target bonus.
As of the End Date, (i) all of Ms. Nielsen's RSUs will vest immediately and (ii) all of her PSUs will cease to be subject to employment-based conditions, and will vest at the end of the performance period based on the Company's actual level of achievement.
The Company will also pay Ms. Nielsen legal fees incurred in connection with the Nielsen Transition Agreement, capped at $40,000.
The Nielsen Transition Agreement requires that Ms. Nielsen comply with confidentiality, non-competition, non-disparagement, and non-solicitation restrictive covenants.
Ms. Nielsen has also agreed to deliver a release of claims against the Company.
In the event of a failure to abide by such covenants or upon a termination for Cause (as defined in the Nielsen Transition Agreement) prior to the End Date, Ms. Nielsen would forfeit the payments and benefits described above.
The foregoing summary of the Nielsen Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Nielsen Transition Agreement, a copy of which is filed as Exhibit 10.37 to this Form 10-K and is incorporated herein by reference.
On May 23, 2024, the Company appointed Justin Picicci as Chief Financial Officer, effective May 23, 2024.
In connection with the foregoing, Mr. Picicci and the Company entered into an Employment Agreement (the "Picicci Employment Agreement") on May 23, 2024.
Pursuant to the Picicci Employment Agreement, Mr. Picicci is entitled to an annual base salary of not less than $700,000 and to participate in any applicable bonus program that the Company maintains during the term of his employment, including the Company's Executive Officer Annual Incentive Plan, as amended ("EOAIP").
Under the EOAIP, Mr. Picicci has an annual target bonus opportunity of 100% of his fiscal year salary earnings, and a maximum bonus opportunity of 200% of his fiscal year salary earnings and, in accordance with the Company's 2019 Long-
| | | | 75 | | | | | |
Term Stock Incentive Plan ("2019 LTSIP"), beginning in fiscal year 2025, he will be granted an annual equity award with a value of $1,200,000, under the terms of the 2019 LTSIP and as approved each year by the Talent, Culture & Total Rewards Committee (the "Compensation Committee") of the Board of Directors of the Company, $600,000 in the form of time-based RSUs, vesting in three equal annual installments on the anniversary date of the grant with the first installment vesting on the one-year anniversary of the grant date, subject to continued service to each vesting date, and $600,000 in the form of PSUs, vesting following a three-year performance period after certification of achievement of performance, subject to continued service on the vesting date, pursuant to the terms of the 2019 LTSIP.
Under the Picicci Employment Agreement, if the Company terminates Mr. Picicci's employment for any reason other than death, disability or Cause, or he voluntarily terminates his employment for Good Reason (each, as defined in the Picicci Employment Agreement), he will be entitled to receive base salary continuation payments for a period of one year from the date of such termination (the "Severance Period"), plus a lump sum amount at the end of the Severance Period equal to his target bonus.
Upon such termination, Mr. Picicci's RSUs and PSUs will be treated in accordance with their respective award agreements.
In addition, during the Severance Period, Mr. Picicci will be entitled to continue to participate in any group medical and dental plans in which he participated prior to his termination.
If Mr. Picicci voluntarily terminates his employment for Good Reason or the Company terminates his employment without Cause, in each case within 12 months following a Change in Control of the Company (as defined in the Picicci Employment Agreement), then, in lieu of the foregoing amounts, he will be entitled to receive a lump sum amount, payable within 15 days after the termination of his employment, equal to two times the sum of his then current annual base salary and the bonus paid in the most recently completed fiscal year prior to the fiscal year in which is employment is terminated.
In addition, in such event, any unvested stock options, unvested RSUs and unvested PSUs held by Mr. Picicci will immediately vest.
If Mr. Picicci voluntarily terminates his employment without Good Reason or if he is terminated by the Company for Cause, he will only be entitled to receive his base salary through the date of termination, and any outstanding equity awards will be treated in accordance with their respective award agreements.
In the event his employment terminates due to his death or disability, he or his estate will be entitled to receive only those welfare plans benefits available to him pursuant to the welfare plans he participated in prior to such termination, and any outstanding equity awards will be treated in accordance with their respective award agreements.
The above described amounts and stock awards to be provided are subject to his compliance with certain restrictive covenants.
Any amounts due and payable to Mr. Picicci upon termination of his employment will be subject to compliance with Section 409A of the Internal Revenue Code.
Other than as described herein, since the beginning of the Company's last fiscal year, there have been no transactions between the Company and Mr. Picicci or any member of his family.
The foregoing summary of the Picicci Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Picicci Employment Agreement, a copy of which is filed as Exhibit 10.38 to this Form 10-K and is incorporated herein by reference.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
0 rewritten, 0 added, 3 removed, 2 unchanged
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 76 | | | | | |
Item 10. Directors, Executive Officers and Corporate Governance.
1 rewritten, 0 added, 1 removed, 6 unchanged
Information relating to our directors and corporate governance will be set forth in the Company's proxy statement for its [removed: 2024] [added: 2025] annual meeting of stockholders to be filed within 120 days after March [removed: 30, 2024] [added: 29, 2025] (the "Proxy Statement") and is incorporated by reference herein.
A copy of our Securities Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
4 rewritten, 2 added, 2 removed, 10 unchanged
The following table sets forth information as of March [removed: 30, 2024] [added: 29, 2025] regarding compensation plans under which the Company's equity securities are authorized for issuance:
| Equity compensation plans approved by security holders | | | | | | [removed: 2,244,308] [added: 2,033,095] | | | (1) | | | N/A | | | (2) | | | [removed: 2,496,022] [added: 2,223,169] | | | (3) | | |
(1)Consists of restricted stock units that are payable solely in shares of Class A common stock (including [removed: 508,497] [added: 517,039] service-based restricted stock units that have fully vested but for which the underlying shares have not yet been delivered as of March [removed: 30, 2024).][added: 29, 2025).]
(2)No options were outstanding as of March [removed: 30, 2024.][added: 29, 2025.]
| Total | | | | | | 2,033,095 | | | | | | $ | — | | | | | 2,223,169 | | | | | |
| | | | 74 | | | | | |
| Total | | | | | | 2,244,308 | | | | | | $ | — | | | | | 2,496,022 | | | | | |
| | | | 77 | | | | | |
Item 15. Exhibits and Financial Statement Schedules.
47 rewritten, 3 added, 11 removed, 30 unchanged
| 3.2 | | | [Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the [added: Company's Current Report on] Form 8-K filed August 16, 2011)](https://www.sec.gov/Archives/edgar/data/1037038/000095014211001462/eh1100604-ex0301.htm) | | |
| [removed: 3.3*] [added: 3.3] | | | [Fifth Amended and Restated By-laws of the [removed: Company](https://www.sec.gov/Archives/edgar/data/1037038/000103703824000014/rl-20240330x10kex33.htm)] [added: Company (filed as Exhibit 3.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 30, 2024 (the “Fiscal 2024 10-K”))](https://www.sec.gov/Archives/edgar/data/1037038/000103703824000014/rl-20240330x10kex33.htm)] | | |
| 4.1 | | | [Indenture, dated as of September 26, 2013, by and between the Company and Wells Fargo Bank, National Association (including the form of Note) (filed as Exhibit 4.1 to the [added: Company's Current Report on] Form 8-K filed September 26, 2013)](https://www.sec.gov/Archives/edgar/data/1037038/000119312513380171/d603749dex41.htm) | | |
| 4.2 | | | [Third Supplemental Indenture, dated as of August 9, 2018, by and between Ralph Lauren Corporation and Wells Fargo Bank, National Association (filed as Exhibit 4.2 to the [added: Company's Current Report on] Form 8-K filed August 9, 2018)](https://www.sec.gov/Archives/edgar/data/1037038/000119312518244504/d605912dex42.htm) | | |
| 4.3 | | | [Fourth Supplemental Indenture, dated as of June 3, 2020, by and between Ralph Lauren Corporation and Wells Fargo Bank, National Association (filed as Exhibit 4.2 to the [added: Company's Current Report on] Form 8-K filed June 4, 2020)](https://www.sec.gov/Archives/edgar/data/0001037038/000119312520159787/d903486dex42.htm) | | |
| 4.4 | | | [Description of Securities Registered Under Section 12 of the Exchange Act (filed as Exhibit 4.4 to the [added: Company's Annual Report on] Form 10-K for the fiscal year ended March 28, 2020 (the "Fiscal 2020 10-K"))](https://www.sec.gov/Archives/edgar/data/0001037038/000103703820000014/rl-20200328x10kex44.htm) | | |
| 10.3 | | | [Amended and Restated Employment Agreement, effective as of April 2, 2017, between the Company and Ralph Lauren (filed as Exhibit 10.1 to the [added: Company's Current Report on] Form 8-K filed March 31, 2017)†](https://www.sec.gov/Archives/edgar/data/1037038/000095014217000682/eh1700461_ex1001.htm) | | |
| 10.4 | | | [Amendment No. 1 to the Amended and Restated Employment Agreement, dated June 16, 2020, between the Company and Ralph Lauren (filed as Exhibit 10.1 to the [added: Company's Quarterly Report on] Form 10-Q filed August 4, 2020)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703820000023/rl-20200627x10qex101.htm) | | |
| 10.5 | | | [Amendment No.2 to the Amended and Restated Employment Agreement, dated June 16, 2021, between the Company and Ralph Lauren (filed as Exhibit 10.1 to the Company's [added: Quarterly Report on] Form 10-Q filed August 3, 2021)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703821000029/rl-20210626x10qex101.htm) | | |
| 10.6 | | | [Employment Agreement, dated May 13, 2017, between the Company and Patrice Louvet (filed as Exhibit 10.1 to the [added: Company's Current Report on] Form 8-K filed May 17, 2017)†](https://www.sec.gov/Archives/edgar/data/1037038/000095014217001057/eh1700645_ex1001.htm) | | |
| 10.7 | | | [Amendment No. 1 to the Employment Agreement, dated June 30, 2017, between the Company and Patrice Louvet (filed as Exhibit 10.1 to the [added: Company's Quarterly Report on] Form 10-Q for the quarterly period ended July 1, 2017)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703817000008/rl-20170701x10qex101.htm) | | |
| 10.8 | | | [Amendment No. 2 to the Employment Agreement, dated June 17, 2020, between the Company and Patrice Louvet (filed as Exhibit 10.2 to the [added: Company's Quarterly Report on] Form 10-Q filed August 4, 2020)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703820000023/rl-20200627x10qex102.htm) | | |
| 10.9 | | | [Amendment No.3 to the Employee Agreement, dated July 28, 2021, between the Company and Patrice Louvet (filed as Exhibit 10.2 to the Company's [added: Quarterly Report on] Form 10-Q filed August 3, 2021)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703821000029/rl-20210626x10qex102.htm) | | |
| 10.10 | | | [Amendment No. 4 to the Employment Agreement, dated August 4, 2023 between the Company and Patrice Louvet (filed as Exhibit 10.2 to the [added: Company's Quarterly Report on] Form 10-Q filed August 10, 2023)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703823000023/rl-20230701x10qex102.htm) | | |
| [removed: 10.11] [added: 10.14] | | | [removed: [Amended] [added: [Amendment No. 2 to Amended] and Restated Employment Agreement, dated [removed: February 28, 2019,] [added: March 30, 2025,] between the Company and [removed: Jane Nielsen] [added: Halide Alagöz] (filed as Exhibit 10.1 to the [added: Company's Current Report on] Form 8-K filed [removed: March] [added: on April] 1, [removed: 2019)†](https://www.sec.gov/Archives/edgar/data/1037038/000095014219000380/eh1900294_ex1001.htm)] [added: 2025)†](https://www.sec.gov/Archives/edgar/data/1037038/000095014225000941/eh250608424_ex1001.htm)] | | |
| [removed: 10.12] [added: 10.13] | | | [Amendment No. 1 to the Amended and Restated Employment Agreement, dated [removed: June 17, 2020,] [added: August 3, 2022,] between the Company and [removed: Jane Nielsen] [added: Halide Alagöz] (filed as Exhibit [removed: 10.3] [added: 10.2] to the [added: Company's Quarterly Report on] Form 10-Q filed August [removed: 4, 2020)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703820000023/rl-20200627x10qex103.htm)] [added: 9, 2022)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703822000023/rl-20220702x10qex102.htm)] | | |
| [removed: 10.13] [added: 10.12] | | | [Amended and Restated Employment Agreement, dated February 14, 2021, between the Company and Halide Alagöz (filed as Exhibit 10.1 to the [added: Company's Quarterly Report on] Form 10-Q filed August 9, 2022)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703822000023/rl-20220702x10qex101.htm) | | |
| [removed: 10.14] [added: 10.11] | | | [Amendment No. [removed: 1] [added: 5] to the [removed: Amended and Restated] Employment Agreement, dated August [removed: 3, 2022,] [added: 5, 2024] between the Company and [removed: Halide Alagöz] [added: Patrice Louvet] (filed as Exhibit [removed: 10.2] [added: 10.1] to the [added: Company's Quarterly Report on] Form 10-Q filed August [removed: 9, 2022)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703822000023/rl-20220702x10qex102.htm)] [added: 7, 2024)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703824000022/rl-20240629x10qex101.htm)] | | |
| [removed: 10.15] [added: 10.17] | | | [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)†](https://www.sec.gov/Archives/edgar/data/1037038/000095012305008114/y10404exv10w15.htm) | | |
| [removed: 10.16] [added: 10.18] | | | [Executive Officer Annual Incentive Plan, as amended as of August 10, 2017 (filed as Exhibit 10.2 to the [added: Company's Quarterly Report on] Form 10-Q for the quarterly period ended July 1, 2017)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703817000008/rl-20170701x10qex102.htm) | | |
| [removed: 10.17] [added: 10.19] | | | [Executive Officer Annual Incentive Plan, as amended as of May 20, 2020 (filed as Exhibit 10.14 to the Fiscal 2020 10-K)†](https://www.sec.gov/Archives/edgar/data/0001037038/000103703820000014/rl-20200328x10kex1014.htm) | | |
| [removed: 10.18] [added: 10.20] | | | [1997 Long-Term Stock Incentive Plan, as Amended and Restated as of August 12, 2004 (filed as Exhibit 99.1 to the [added: Company's Current Report on] Form 8-K filed October 4, 2004)†](https://www.sec.gov/Archives/edgar/data/1037038/000095014204003417/ex99-1form8k_081204.txt) | | |
| [removed: 10.19] [added: 10.21] | | | [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 [added: Company's Quarterly Report on] Form 10-Q for the quarterly period ended July 1, 2006)†](https://www.sec.gov/Archives/edgar/data/1037038/000095012306010353/y23830exv10w4.htm) | | |
| [removed: 10.20] [added: 10.22] | | | [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)†](https://www.sec.gov/Archives/edgar/data/1037038/000095012309009558/y77331exv10w26.htm) | | |
| [removed: 10.21] [added: 10.23] | | | [Amended and Restated 2010 Long-Term Incentive Plan, amended as of August 11, 2016 (filed as Exhibit 10.4 to the [added: Company's Quarterly Report on] Form 10-Q for the quarterly period ended July 2, 2016)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703816000022/rl-20160702x10qex104.htm) | | |
| [removed: 10.22] [added: 10.24] | | | [2019 Long-Term Stock Incentive Plan (filed as Appendix C to the Company's Definitive Proxy Statement dated June 21, 2019)†](https://www.sec.gov/Archives/edgar/data/1037038/000119312519178914/d729878ddef14a.htm#tx729878_104) | | |
| [removed: 10.23] [added: 10.25] | | | [Form of Non-Employee Director Restricted Stock Unit Award Agreement under the 2019 Long-Term Stock Incentive Plan (filed as Exhibit 10.39 to the Company's [added: Annual Report on] Form 10-K filed May 24, 2022) †](https://www.sec.gov/Archives/edgar/data/1037038/000103703822000014/rl-20220402x10kex1039.htm) | | |
| [removed: 10.24] [added: 10.27] | | | [Form of [removed: Cliff] Restricted Stock [added: Unit] Award Agreement under the 2019 Long-Term Stock Incentive Plan (filed as Exhibit [removed: 10.2] [added: 10.1] to the [added: Company's Quarterly Report on] Form 10-Q filed November [removed: 5, 2020)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703820000030/rl-20200926x10qex102.htm)] [added: 10, 2022)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703822000031/rl-20221001x10qex101.htm)] | | |
| [removed: 10.25] [added: 10.29] | | | [Form of [removed: Pro-Rata Restricted Stock] [added: Performance Share] Unit Award [added: - TSR] Agreement under the 2019 Long-Term Stock Incentive Plan (filed as Exhibit 10.3 to the [added: Company's Quarterly Report on] Form 10-Q filed November [removed: 5, 2020)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703820000030/rl-20200926x10qex103.htm)] [added: 10, 2022)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703822000031/rl-20221001x10qex103.htm)] | | |
| [removed: 10.27] [added: 10.28] | | | [Form of [removed: Restricted Stock] [added: Performance Share] Unit Award [added: - ROIC] Agreement under the 2019 Long-Term Stock Incentive Plan (filed as Exhibit [removed: 10.1] [added: 10.2] to the Company's [added: Quarterly Report on] Form 10-Q [removed: Filed] [added: filed] November [removed: 3, 2021)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703821000037/rl-20210925x10qex101.htm)] [added: 10, 2022)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703822000031/rl-20221001x10qex102.htm)] | | |
| [removed: 10.33] [added: 10.30] | | | [Credit Agreement, dated as of [removed: August 12, 2019 and as amended by the First Amendment, dated as of May 26, 2020,] [added: June 30, 2023,] among [removed: the Company, RL Finance B.V.,] Ralph Lauren [added: Corporation, Ralph Lauren] Europe Sàrl, [added: RL Finance B.V.] and Ralph Lauren Asia Pacific Limited as the borrowers, the lenders party thereto, [added: JPMorgan Chase Bank, N.A., as administrative agent,] Bank of America, N.A., as syndication agent, [removed: Wells Fargo Bank, N.A.,] HSBC Bank USA, N.A., ING Bank N.V., Dublin Branch, [removed: and] Deutsche Bank Securities [removed: Inc., as co-documentation agents,] [added: Inc.] and [removed: JPMorgan Chase Bank, N.A.,] [added: Sumitomo Mitsui Banking Corporation,] as [removed: administrative agent] [added: co-documentation agents] (filed as Exhibit [removed: 10.41] [added: 10.1] to the [removed: Fiscal 2020 10-K)](https://www.sec.gov/Archives/edgar/data/0001037038/000103703820000014/rl-20200328x10kex1041.htm)] [added: Company's Current Report on Form 8-K filed on July 7, 2023)](https://www.sec.gov/Archives/edgar/data/1037038/000110465923079157/tm2320755d1_ex10-1.htm)] | | |
| [removed: 10.37*] [added: 10.15] | | | [Employment [removed: Transition] Agreement, dated May 23, 2024, between the Company and [removed: Jane Nielsen†](https://www.sec.gov/Archives/edgar/data/1037038/000103703824000014/rl-20240330x10kex1037.htm)] [added: Justin Picicci (filed as Exhibit 10.38 to the Fiscal 2024 10-K)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703824000014/rl-20240330x10kex1038.htm)] | | |
| 14.2 | | | [Code of Business Conduct and Ethics of the Company (filed as Exhibit 14.1 to the [added: Company's Quarterly Report on] Form 10-Q for the quarterly period ended June 27, 2015 and available, as amended, on the Company's Internet site)](https://www.sec.gov/Archives/edgar/data/1037038/000103703815000009/rl-20150627x10qex141.htm) | | |
| [removed: 19.1*] [added: 19.1] | | | [Insider Trading Policies and Procedures of the [removed: Company](https://www.sec.gov/Archives/edgar/data/1037038/000103703824000014/rl-20240330x10kex191.htm)] [added: Company (filed as Exhibit 19.1 to the Fiscal 2024 10-K)](https://www.sec.gov/Archives/edgar/data/1037038/000103703824000014/rl-20240330x10kex191.htm)] | | |
| 21.1* | | | [List of Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/1037038/000103703824000014/rl-20240330x10kex211.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/1037038/000103703825000011/rl-20250329x10kex211.htm)] | | |
| 23.1* | | | [Consent of Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/1037038/000103703824000014/rl-20240330x10kex231.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1037038/000103703825000011/rl-20250329x10kex231.htm)] | | |
| 31.1* | | | [Certification of Principal Executive Officer pursuant to 17 CFR [removed: 240.13a-14(a)](https://www.sec.gov/Archives/edgar/data/1037038/000103703824000014/rl-20240330x10kex311.htm)] [added: 240.13a-14(a)](https://www.sec.gov/Archives/edgar/data/1037038/000103703825000011/rl-20250329x10kex311.htm)] | | |
| 31.2* | | | [Certification of Principal Financial Officer pursuant to 17 CFR [removed: 240.13a-14(a)](https://www.sec.gov/Archives/edgar/data/1037038/000103703824000014/rl-20240330x10kex312.htm)] [added: 240.13a-14(a)](https://www.sec.gov/Archives/edgar/data/1037038/000103703825000011/rl-20250329x10kex312.htm)] | | |
| 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/1037038/000103703824000014/rl-20240330x10kex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1037038/000103703825000011/rl-20250329x10kex321.htm)] | | |
| 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/1037038/000103703824000014/rl-20240330x10kex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1037038/000103703825000011/rl-20250329x10kex322.htm)] | | |
| | | | 75 | | | | | |
| 10.16 | | | [Employment Agreement, dated January 20, 2025, between the Company and Robert Ranftl (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 21, 2025)†](https://www.sec.gov/Archives/edgar/data/1037038/000095014225000154/eh250580540_ex1001.htm) | | |
| | | | 76 | | | | | |
| | | | 78 | | | | | |
| 10.28 | | | [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)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703821000037/rl-20210925x10qex102.htm) | | |
| 10.29 | | | [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)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703821000037/rl-20210925x10qex103.htm) | | |
| 10.30 | | | [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 10, 2022)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703822000031/rl-20221001x10qex101.htm) | | |
| 10.31 | | | [Form of Performance Share Unit Award - ROIC Agreement under the 2019 Long-Term Stock Incentive Plan (filed as Exhibit 10.2 to the Company’s Form 10-Q filed November 10, 2022)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703822000031/rl-20221001x10qex102.htm) | | |
| 10.32 | | | [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 10, 2022)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703822000031/rl-20221001x10qex103.htm) | | |
| 10.34 | | | [Credit Agreement, dated as of August 12, 2019 and as amended by the Second Amendment, dated as of January 3, 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 agent (filed as Exhibit 10.1 to the Company's Form 10-Q filed February 3, 2022)](https://www.sec.gov/Archives/edgar/data/1037038/000103703822000007/rl-20211225x10qex101.htm) | | |
| 10.35 | | | [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 agent (filed as Exhibit 10.48 to the Company's Form 10-K filed May 24, 2022)](https://www.sec.gov/Archives/edgar/data/1037038/000103703822000014/rl-20220402x10kex1048.htm) | | |
| | | | 79 | | | | | |
| 10.36 | | | [Credit Agreement, dated as of June 30, 2023, among Ralph Lauren Corporation, Ralph Lauren Europe Sàrl, RL Finance B.V. and Ralph Lauren Asia Pacific Limited as the borrowers, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, HSBC Bank USA, N.A., ING Bank N.V., Dublin Branch, Deutsche Bank Securities Inc. and Sumitomo Mitsui Banking Corporation, as co-documentation agents (filed as Exhibit 10.1 to the Company's Form 8-K filed on July 7, 2023)](https://www.sec.gov/Archives/edgar/data/1037038/000110465923079157/tm2320755d1_ex10-1.htm) | | |
| 10.38* | | | [Employment Agreement, dated May 23, 2024, between the Company and Justin Picicci†](https://www.sec.gov/Archives/edgar/data/1037038/000103703824000014/rl-20240330x10kex1038.htm) | | |
An excerpt. Shown here: 40 of 47 rewritten, all 3 added and all 11 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules. in the FY2025 filing and the FY2024 filing.
Item 16. Form 10-K Summary.
535 rewritten, 176 added, 111 removed, 1,320 unchanged
Pursuant to the requirements of [added: Section 13 or 15(d) of] the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the [removed: undersigned] [added: undersigned,] thereunto duly authorized.
| | | | | | | *Chief [removed: Operating Officer and Chief] Financial Officer* | | |
| Date: May [removed: 23, 2024] [added: 22, 2025] | | | | | | | | |
| /S/ RALPH LAUREN | | | | | | Executive Chairman, Chief Creative Officer, and Director | | | | | | May [removed: 23, 2024] [added: 22, 2025] | | |
| /S/ PATRICE LOUVET | | | | | | President, Chief Executive Officer, and Director (Principal Executive Officer) | | | | | | May [removed: 23, 2024] [added: 22, 2025] | | |
| /S/ [removed: JANE HAMILTON NIELSEN] [added: JUSTIN M. PICICCI] | | | | | | Chief [removed: Operating Officer and Chief] Financial Officer (Principal Financial and Accounting Officer) | | | | | | May [removed: 23, 2024] [added: 22, 2025] | | |
| /s/ DAVID LAUREN | | | | | | Vice Chairman, Chief Branding and Innovation Officer, Strategic Advisor to the CEO, and Director | | | | | | May [removed: 23, 2024] [added: 22, 2025] | | |
| /S/ ANGELA AHRENDTS | | | | | | Director | | | | | | May [removed: 23, 2024] [added: 22, 2025] | | |
| /S/ FRANK A. BENNACK, JR. | | | | | | Director | | | | | | May [removed: 23, 2024] [added: 22, 2025] | | |
| /s/ DEBRA CUPP | | | | | | Director | | | | | | May [removed: 23, 2024] [added: 22, 2025] | | |
| /s/ LINDA FINDLEY | | | | | | Director | | | | | | May [removed: 23, 2024] [added: 22, 2025] | | |
| /s/ MICHAEL A. GEORGE | | | | | | Director | | | | | | May [removed: 23, 2024] [added: 22, 2025] | | |
| /S/ VALERIE JARRETT | | | | | | Director | | | | | | May [removed: 23, 2024] [added: 22, 2025] | | |
| /S/ HUBERT JOLY | | | | | | Director | | | | | | May [removed: 23, 2024] [added: 22, 2025] | | |
| /S/ DARREN WALKER | | | | | | Director | | | | | | May [removed: 23, 2024] [added: 22, 2025] | | |
| /S/ WEI ZHANG | | | | | | Director | | | | | | May [removed: 23, 2024] [added: 22, 2025] | | |
| [Consolidated Balance [removed: Sheets](#i29668c8286604ca8a4f7c4a6b5de7028_184)] [added: Sheets](#ie490c2bdeaca4fd89de003ae1c05f0d3_187)] | | | | | | [removed: F-[2](#i29668c8286604ca8a4f7c4a6b5de7028_184)] [added: F-[2](#ie490c2bdeaca4fd89de003ae1c05f0d3_187)] | | |
| [Consolidated Statements of [removed: Operations](#i29668c8286604ca8a4f7c4a6b5de7028_187)] [added: Operations](#ie490c2bdeaca4fd89de003ae1c05f0d3_190)] | | | | | | [removed: F-[3](#i29668c8286604ca8a4f7c4a6b5de7028_187)] [added: F-[3](#ie490c2bdeaca4fd89de003ae1c05f0d3_190)] | | |
| [Consolidated Statements of Comprehensive [removed: Income](#i29668c8286604ca8a4f7c4a6b5de7028_193)] [added: Income](#ie490c2bdeaca4fd89de003ae1c05f0d3_196)] | | | | | | [removed: F-[4](#i29668c8286604ca8a4f7c4a6b5de7028_193)] [added: F-[4](#ie490c2bdeaca4fd89de003ae1c05f0d3_196)] | | |
| [Consolidated Statements of Cash [removed: Flows](#i29668c8286604ca8a4f7c4a6b5de7028_196)] [added: Flows](#ie490c2bdeaca4fd89de003ae1c05f0d3_199)] | | | | | | [removed: F-[5](#i29668c8286604ca8a4f7c4a6b5de7028_196)] [added: F-[5](#ie490c2bdeaca4fd89de003ae1c05f0d3_199)] | | |
| [Consolidated Statements of [removed: Equity](#i29668c8286604ca8a4f7c4a6b5de7028_199)] [added: Equity](#ie490c2bdeaca4fd89de003ae1c05f0d3_202)] | | | | | | [removed: F-[6](#i29668c8286604ca8a4f7c4a6b5de7028_199)] [added: F-[6](#ie490c2bdeaca4fd89de003ae1c05f0d3_202)] | | |
| [Notes to Consolidated Financial [removed: Statements](#i29668c8286604ca8a4f7c4a6b5de7028_205)] [added: Statements](#ie490c2bdeaca4fd89de003ae1c05f0d3_208)] | | | | | | [removed: F-[7](#i29668c8286604ca8a4f7c4a6b5de7028_205)] [added: F-[7](#ie490c2bdeaca4fd89de003ae1c05f0d3_208)] | | |
| [Management's Report on Responsibility For Financial [removed: Statements](#i29668c8286604ca8a4f7c4a6b5de7028_274)] [added: Statements](#ie490c2bdeaca4fd89de003ae1c05f0d3_277)] | | | | | | [removed: F-[53](#i29668c8286604ca8a4f7c4a6b5de7028_274)] [added: F-[52](#ie490c2bdeaca4fd89de003ae1c05f0d3_277)] | | |
| [Reports of Independent Registered Public Accounting [removed: Firm](#i29668c8286604ca8a4f7c4a6b5de7028_277) [](#i29668c8286604ca8a4f7c4a6b5de7028_277)(PCAOB] [added: Firm](#ie490c2bdeaca4fd89de003ae1c05f0d3_280) [](#ie490c2bdeaca4fd89de003ae1c05f0d3_280)(PCAOB] ID: 42) | | | | | | [removed: F-[54](#i29668c8286604ca8a4f7c4a6b5de7028_277)] [added: F-[53](#ie490c2bdeaca4fd89de003ae1c05f0d3_280)] | | |
| | | | | | | March [added: 29, 2025 | | | | | | March] 30, 2024 | | | | | | April 1, 2023 | | |
| Cash and cash equivalents | | | | | | $ | [removed: 1,662.2] [added: 1,922.5] | | | | | $ | [removed: 1,529.3] [added: 1,662.2] | |
| Short-term investments | | | | | | [removed: 121.0] [added: 160.5] | | | | | | [removed: 36.4] [added: 121.0] | | |
| Accounts receivable, net of allowances of [removed: $175.3] [added: $186.3] million and $175.3 million | | | | | | [removed: 446.5] [added: 459.5] | | | | | | [removed: 447.7] [added: 446.5] | | |
| Inventories | | | | | | [removed: 902.2] [added: 949.6] | | | | | | [removed: 1,071.3] [added: 902.2] | | |
| Income tax receivable | | | | | | [removed: 56.0] [added: 55.4] | | | | | | [removed: 50.7] [added: 56.0] | | |
| Prepaid expenses and other current assets | | | | | | [removed: 171.9] [added: 242.4] | | | | | | [removed: 188.7] [added: 171.9] | | |
| Total current assets | | | | | | [removed: 3,359.8] [added: 3,789.9] | | | | | | [removed: 3,324.1] [added: 3,359.8] | | |
| Property and equipment, net | | | | | | [removed: 850.4] [added: 846.4] | | | | | | [removed: 955.5] [added: 850.4] | | |
| Operating lease right-of-use assets | | | | | | [removed: 1,014.6] [added: 1,013.1] | | | | | | [removed: 1,134.0] [added: 1,014.6] | | |
| Deferred tax assets | | | | | | [removed: 288.3] [added: 335.4] | | | | | | [removed: 255.1] [added: 288.3] | | |
| Goodwill | | | | | | [removed: 888.1] [added: 888.5] | | | | | | [removed: 898.9] [added: 888.1] | | |
| Intangible assets, net | | | | | | [removed: 75.7] [added: 62.8] | | | | | | [removed: 88.9] [added: 75.7] | | |
| Other non-current assets | | | | | | [removed: 125.7] [added: 111.2] | | | | | | [removed: 133.0] [added: 125.7] | | |
| Total assets | | | | | | $ | [removed: 6,602.6] [added: 7,047.3] | | | | | $ | [removed: 6,789.5] [added: 6,602.6] | |
| Accounts payable | | | | | | [removed: $] [added: 436.0] | [removed: 332.2] | | | | | [removed: $] [added: 332.2] | [removed: 371.6] | |
| | | | 77 | | | | | |
| | | | By: | | | /S/ JUSTIN M. PICICCI | | |
| | | | | | | Justin M. Picicci | | |
| Justin M. Picicci | | | | | | | | | | | | | | |
| | | | 78 | | | | | |
| | | | 79 | | | | | |
| Current portion of long-term debt | | | | | | $ | 399.7 | | | | | $ | — | |
| Net income | | | | | | $ | 742.9 | | | | | $ | 646.3 | | | | | $ | 522.7 | |
| Impairment of assets | | | | | | 0.8 | | | | | | — | | | | | | 9.7 | | |
| Repurchases of common stock, including excise tax | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2.6 | | | | | | (484.4) | | | | | | | | | | | | (484.4) | | |
| Balance at March 29, 2025 | | | | | | 134.4 | | | | | | $ | 1.3 | | | | | $ | 3,031.7 | | | | | $ | 7,590.1 | | | | | 72.9 | | | | | | $ | (7,734.7) | | | | | $ | (299.9) | | | | | $ | 2,588.5 | |
| Total | | | | | | $ | 304.6 | |
| | | | | | | March 29, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Retail | | | | | | $ | 2,034.4 | | | | | $ | 1,104.1 | | | | | $ | 1,631.6 | | | | | $ | — | | | | | $ | 4,770.1 | |
| Wholesale | | | | | | 1,015.7 | | | | | | 1,070.8 | | | | | | 77.8 | | | | | | — | | | | | | 2,164.3 | | |
| Licensing | | | | | | — | | | | | | — | | | | | | — | | | | | | 144.6 | | | | | | 144.6 | | |
| Total | | | | | | $ | 3,050.1 | | | | | $ | 2,174.9 | | | | | $ | 1,709.4 | | | | | $ | 144.6 | | | | | $ | 7,079.0 | |
The
The Company's share of equity-
| | | | | | | March 29, 2025 | | | | | | March 30, 2024 | | | | | | April 1, 2023 | | |
A rollforward of obligations confirmed as valid under the Company's supplier finance program is presented as follows:
| | | | | | | March 29, 2025 | | |
| Beginning obligations outstanding | | | | | | $ | 129.2 | |
| Invoices confirmed during the year | | | | | | 935.3 | | |
| Confirmed invoices paid during the year | | | | | | (883.5) | | |
| Ending obligations outstanding | | | | | | $ | 181.0 | |
given its election to account for lease and non-lease components together as a single lease component.
The Company also enters into master netting
Disaggregation of Income Statement Expenses
In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2024-03, "Disaggregation of Income Statement Expenses" ("ASU 2024-03").
ASU 2024-03 requires interim and annual tabular disclosure of disaggregated information for certain income statement expense captions.
Specific expense categories required to be disclosed quantitatively include inventory purchases, employee compensation, depreciation, and intangible asset amortization, as well as other specified expense categories currently disclosed under existing disclosure requirements.
Additionally, any remaining amounts that are not separately disaggregated are required to be described qualitatively.
ASU 2024-03 also requires separate disclosure of total selling expenses incurred each reporting period, with annual disclosure of the entity's definition of selling expenses.
The annual disclosures required by ASU 2024-03 are effective for the Company beginning in its fiscal year ending April 1, 2028 ("Fiscal 2028"), with interim disclosures effective beginning in its fiscal year ending March 31, 2029 ("Fiscal 2029").
The provisions of ASU 2024-03 are to be applied prospectively, although retrospective application is permitted.
The Company adopted ASU 2023-07 in the fourth quarter of Fiscal 2025 and applied its provisions on a retrospective basis.
Other than the new disclosure requirements, ASU 2023-07 did not have an impact on the Company's consolidated financial statements.
The Company has made all required disclosures for all dates as of which a balance sheet is presented, except for the annual rollforward disclosure, which was adopted and applied prospectively in the fourth quarter of Fiscal 2025.
| | | | | | | March 29, 2025 | | | | | | March 30, 2024 | | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 80 | | | | | |
| | | | By: | | | /S/ JANE HAMILTON NIELSEN | | |
| | | | | | | Jane Hamilton Nielsen | | |
| | | | | | | | | | | | | | | |
| Jane Hamilton Nielsen | | | | | | | | | | | | | | |
| /S/ JOHN R. ALCHIN | | | | | | Director | | | | | | May 23, 2024 | | |
| John R. Alchin | | | | | | | | | | | | | | |
| | | | 81 | | | | | |
| | | | 82 | | | | | |
RALPH LAUREN CORPORATION
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance at March 27, 2021 | | | | | | 131.0 | | | | | | $ | 1.3 | | | | | $ | 2,667.1 | | | | | $ | 5,872.9 | | | | | 57.8 | | | | | | $ | (5,816.1) | | | | | $ | (120.8) | | | | | $ | 2,604.4 | |
| Repurchases of common stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4.1 | | | | | | (492.6) | | | | | | | | | | | | (492.6) | | |
Additionally, as discussed in Note 9, the Company completed the sale of its Club Monaco business at the end of its first quarter of Fiscal 2022 (as defined below) on June 26, 2021.
As a result, assets and liabilities related to the Club Monaco business were deconsolidated from the consolidated statement of financial position effective June 26, 2021, with Club Monaco's operating results included in the consolidated statements of income (loss), comprehensive income (loss), and cash flows through the end of the first quarter of Fiscal 2022.
Financial statements issued prior to this transaction were not affected.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
in exchange for providing access to its trademarks.
| Total | | | | | | $ | 180.4 | |
| | | | | | | April 2, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Retail | | | | | | $ | 1,878.6 | | | | | $ | 828.3 | | | | | $ | 1,207.4 | | | | | $ | 27.2 | | | | | $ | 3,941.5 | |
| Wholesale | | | | | | 1,089.6 | | | | | | 952.4 | | | | | | 79.4 | | | | | | 5.9 | | | | | | 2,127.3 | | |
| Licensing | | | | | | — | | | | | | — | | | | | | — | | | | | | 149.7 | | | | | | 149.7 | | |
| Total | | | | | | $ | 2,968.2 | | | | | $ | 1,780.7 | | | | | $ | 1,286.8 | | | | | $ | 182.8 | | | | | $ | 6,218.5 | |
In addition, options to purchase shares of the Company's Class A common stock at an exercise price greater than the average market price of such
common stock during the reporting period are anti-dilutive and therefore not included in the computation of diluted net income per common share.
The Company uses the Black-Scholes valuation model to estimate the grant date fair value of any stock option awards.
The Company's assessment of the lease term reflects the non-cancellable period of the lease,
The provisions of ASU 2023-07 are to be applied retrospectively to all prior periods presented.
The annual rollforward disclosure is not required to be made until the Company's Fiscal 2025 and is to be applied prospectively.
The Company adopted ASU 2022-04 as of the beginning of Fiscal 2024.
| | | | | | | 3,302.8 | | | | | | 3,290.0 | | |
| Balance at April 2, 2022 | | | | | | $ | 421.8 | | | | | $ | 286.0 | | | | | $ | 68.9 | | | | | $ | 132.0 | | | | | $ | 908.7 | |
| Foreign currency translation | | | | | | — | | | | | | (4.2) | | | | | | (5.6) | | | | | | — | | | | | | (9.8) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal 2025 | | | | | | $ | 12.9 | |
| Total | | | | | | $ | 68.4 | |
An excerpt. Shown here: 40 of 535 rewritten, 40 of 176 added and 40 of 111 removed. The counts are complete. For every sentence, read Item 16. Form 10-K Summary. in the FY2025 filing and the FY2024 filing.