Ralph Lauren (RL) 10-K risk factor changes: FY2020 vs FY2019

[removed: The] [added: The] loss of the services of Mr. Ralph Lauren, members of our executive management team, or other key personnel could have a material adverse effect on our [removed: business.][added: business.]

[removed: We] [added: We] cannot assure the successful implementation of our growth [removed: strategy.][added: strategy.]

We have developed a long-term growth strategy with the objective of delivering sustainable, profitable growth and long-term value creation for shareholders, as described in Item 1 — [removed: "Business] [added: "*Business*] — [removed: Objectives] [added: *Objectives] and [removed: Opportunities."] [added: Opportunities.*"] Our ability to successfully execute our growth strategy is subject to various risks and uncertainties, as described within this "Risk Factors" section of our Form 10-K.

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, and other risks described herein, [added: such as those related to the COVID-19 pandemic,] could have a material adverse effect on our business, results of operations, and financial condition.

[removed: We] [added: We] may not be successful in the expansion of our multi-channel distribution network or accelerating growth in certain product [removed: categories.][added: categories.]

Any failure on our part, or on the part of our [removed: third party] [added: third-party] digital partners, to provide attractive, reliable, secure, and user-friendly digital commerce [removed: platforms] [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.

[removed: The] [added: The] success of our business depends on our ability to respond to constantly changing fashion and retail trends and consumer [removed: demands] [added: preferences] in a timely manner, develop products that resonate with our existing customers and attract new customers, and provide a seamless shopping experience to our [removed: customers.][added: customers.]

Our success depends in large part on our ability to originate and define fashion product and home product trends, as well as to anticipate, gauge, and react to changing consumer [removed: demands] [added: preferences] in a timely manner.

We cannot assure that we will be able to continue to develop appealing styles or successfully meet constantly changing consumer [removed: demands] [added: preferences] in the future.

Any failure on our part to anticipate, identify, and respond effectively to changing consumer [removed: demands] [added: preferences] and fashion trends could adversely affect retail and consumer acceptance of our products and leave us with a substantial amount of unsold inventory or missed opportunities.

Conversely, if we underestimate consumer demand for our products or if [removed: manufacturers]

[added: manufacturers] fail to supply quality products in a timely manner, we may experience inventory shortages.

For a discussion of risks related to our inventory management, see [removed: "Our] [added: "*Our] profitability may decline if we are unable to effectively manage inventory or as a result of increasing pressure on [removed: margins."][added: margins.*"]

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

There can be no assurance that any of our [removed: new] store designs will resonate with customers or otherwise achieve the desired sales and profitability measures necessary to recover our initial capital investments.

If [removed: we are unable to successfully develop new store designs, or if] customers are not receptive to the design layout or visual [removed: merchandising,] [added: merchandising of] our [added: stores, our] business, results of operations, and financial condition could be adversely affected.

In addition, the failure of [removed: new] [added: our] store designs to achieve acceptable results could lead to our decision to close a store prior to the lease expiration date.

For additional discussion of risks related to the early termination of our leases, see [removed: "Our] [added: "*Our] business is subject to risks associated with leasing real estate and other assets under long-term, non-cancellable [removed: leases."][added: leases.*"]

[removed: Our] [added: Our] profitability may decline if we are unable to effectively manage inventory or as a result of increasing pressure on [removed: margins.][added: margins.]

Although we have shortened lead times for the design, sourcing, and production of certain of our product lines, we expect to continue to place orders with our vendors for the majority of [removed: our] products in advance of the related selling season.

[removed: If that occurs, we may be forced to rely on less preferred] [added: Excess inventory levels could result in the utilization of less-preferred] distribution channels, markdowns, promotional sales, destruction, or donations to dispose of [removed: excess,] [added: such excess or] slow-moving inventory, which may negatively impact our overall profitability and/or impair the image of our brands.

Although we [removed: have reduced] [added: continue to limit] our promotional activity in connection with our quality of sales initiatives, these factors may cause us to reduce our sales prices to retailers and consumers, which could cause our gross margin to decline if we are unable to appropriately manage inventory levels and/or otherwise offset price reductions with comparable reductions in our costs.

[removed: The] [added: The] success of our business depends on our ability to retain the value and reputation of our [removed: brands.][added: brands.]

[removed: Additionally, our] [added: Our] failure to comply with ethical, social, product safety, labor, health, environmental or other standards and regulations could damage the reputation of our brands and lead to adverse consumer actions and/or investment decisions by investors, as well as expose us to government enforcement action and/or private litigation.

[removed: We] [added: We] face intense competition worldwide in the markets in which we [removed: operate.][added: operate.]

| • | recruiting and retaining key employees; [removed: and] |

| • | protecting our intellectual [removed: property.] [added: property; and] |

Such competitive advantages may enable them to better withstand unfavorable economic conditions, compete more effectively on the basis of price and production, and/or more quickly respond to rapidly changing fashion trends and consumer [removed: demands] [added: preferences] than us.

[removed: Economic,] [added: Economic,] political, and other conditions may adversely affect the level of consumer purchases of discretionary items and luxury retail products, including our [removed: products.][added: products.]

| • | consumer [removed: confidence in] [added: perceptions of current and] future economic conditions; |

Unfavorable economic conditions and other [removed: factors] [added: factors, such as disease pandemics and other health-related concerns, political unrest, war, and acts of terrorism,] may also reduce consumers' willingness and ability to travel to major cities and vacation destinations in which our stores and shop-within-shops are located.

A downturn or an uncertain outlook in the economies in which we, or our wholesale [added: customers] and licensing partners, sell our products may materially adversely affect our business, results of operations, and financial condition.

See Item 7 — [removed: "Management's] [added: "*Management's] Discussion and Analysis of Financial Condition and Results of [removed: Operations] [added: Operations*] — [removed: Global] [added: *Global] Economic Conditions and Industry [removed: Trends"] [added: Trends*"] for further discussion.

[removed: We] [added: We] may not fully realize the expected cost savings and/or operating efficiencies from our restructuring [removed: plans.][added: plans.]

We have implemented restructuring plans to support key strategic initiatives, such as the Fiscal 2019 Restructuring Plan, as described in Item 1 — [removed: "Business] [added: "*Business*] — [removed: Recent Developments."] [added: *Recent Developments.*"] Although designed to deliver long-term sustainable growth, restructuring plans present significant potential risks that may impair our ability to achieve anticipated operating enhancements and/or cost reductions, or otherwise harm our business, including:

| • | higher than anticipated lease termination and store closure costs (see [removed: "Our] [added: "*Our] business is subject to risks associated with leasing real estate and other assets under long-term, non-cancellable [removed: leases");] [added: leases*");] |

Our failure to achieve targeted results [added: for any reason, including the impact of the COVID-19 pandemic,] could also lead to the implementation of additional restructuring-related activities, which may be dilutive to our earnings in the short term.

[removed: Our] [added: Our] business is subject to risks associated with leasing real estate and other assets under long-term, non-cancellable [removed: leases.][added: leases.]

In addition, we may remain obligated under the applicable lease for, among other things, payment of the base rent for the remaining lease term, even after the space is [removed: exited.][added: exited or otherwise closed (such as our recent temporary store closures resulting from the COVID-19 pandemic).]

Such costs and obligations related to the early [added: or temporary] closure of our stores or termination of our leases could have a material adverse effect on our business, results of operations, and financial condition.

Infectious disease outbreaks, such as the recent COVID-19 pandemic, could have a material adverse effect on our business.

Our business could be adversely affected by infectious disease outbreaks, such as the recent novel strain of coronavirus commonly referred to as COVID-19.

COVID-19 has spread rapidly across the globe in recent months, including throughout all major geographies in which we operate (North America, Europe, and Asia), resulting in adverse economic conditions and business disruptions, as well as significant volatility in global financial markets.

Governments worldwide have imposed varying degrees of preventative and protective actions, such as temporary travel bans, forced business closures, and stay-at-home orders, all in an effort to reduce the spread of the virus.

In connection with the COVID-19 pandemic, we have experienced varying degrees of business disruptions and periods of closure of our stores, distribution centers, and corporate facilities, as have our wholesale customers, licensing partners, suppliers, and vendors, as described in Item 1 — "*Business* — *Recent Developments.*" The COVID-19 pandemic remains highly volatile and continues to evolve on a daily basis.

Accordingly, we cannot predict for how long and to what extent this crisis will impact our business operations or the global economy as a whole.

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

| • | our ability to successfully execute our long-term growth strategy during these uncertain times; |

| • | temporary closures of our stores, distribution centers, and corporate facilities for unknown periods of time, as well as those of our wholesale customers and licensing partners; |

| • | potential declines in the level of consumer purchases of discretionary items and luxury retail products, including our products, caused by lower disposal income levels, travel restrictions, or other factors beyond our control; |

| • | the potential build-up of excess inventory as a result of store closures and/or lower consumer demand, including those resulting from potential changes in consumer behavior and/or shopping preferences, such as their willingness to congregate in shopping centers or other populated locations; |

| • | supply chain disruptions resulting from closed factories, reduced workforces, scarcity of raw materials, and scrutiny or embargoing of goods produced in infected areas; |

| • | 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 in regard to their own obligations; |

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

| • | diversion of management attention and resources from ongoing business activities and/or a decrease in employee morale. |

Additional discussion related to the various risks and uncertainties described above is included elsewhere within this "Risk Factors" section of our Form 10-K.

| • | man-made or natural disasters, including pandemic diseases such as COVID-19; |

| • | consumer perceptions of personal well-being and safety; |

Other factors beyond our control could also result in the build-up of excess inventory, including unforeseen adverse economic conditions or business disruptions, such as those caused by the COVID-19 pandemic.

Additionally, as a result of the COVID-19 pandemic, our wholesale customers have experienced significant business disruptions, including reduced traffic and temporary store closures.

There can be no assurance that our wholesale customers have adequate financial resources and/or access to additional capital to withstand prolonged periods of such adverse economic conditions.

The loss of one or more significant wholesale customers, or the loss of a large number of smaller wholesale customers, could have a material adverse effect on our business, results of operations, and financial condition.

There is also increased focus from consumers, employees, investors, and other stakeholders concerning corporate citizenship and sustainability matters.

Although we have established certain long-term initiatives and goals regarding our impact on the environment and society as a whole, there can be no assurance that our various stakeholders will agree with our initiatives or if we will be successful in achieving our goals.

| • | the ability to withstand prolonged periods of adverse economic conditions or business disruptions. |

We have a substantial amount of indebtedness, which could restrict our ability to engage in additional capital-related transactions in the future.

As of March 28, 2020, our consolidated indebtedness was approximately $1.171 billion, comprised of our outstanding borrowings under our Global Credit Facility and Senior Notes.

Additionally, in accordance with the terms of the original agreement, we have the ability to expand our borrowing availability under the Global Credit Facility from $500 million to $1 billion through the full term of the facility, subject to the agreement of one or more new or existing lenders under the facility to increase their commitments.

Further, in May 2020, we entered into a new credit facility with the same lenders that are parties to the Global Credit Facility, which provides for an additional $500 million senior unsecured revolving line of credit that matures on May 25, 2021, or earlier in the event we are able to obtain other additional financing, as described in Note 11 to the accompanying consolidated financial statements.

We rely on our operating cash flows to repay our outstanding borrowings, as well as to fund any working capital needs, capital expenditures, dividend payments, share repurchases, and other general corporate purposes.

Prolonged periods of adverse economic conditions or business disruptions in any of our key regions, or a combination thereof, such as our recent store closures in North America, Europe, and Asia due to COVID-19, could impede our ability to pay our obligations as they become due or return value to our shareholders, as well as delay previously planned expenditures related to our operations.

In addition, certain of our debt instruments contain a number of affirmative and negative covenants.

On May 26, 2020, we entered into an amendment to our Global Credit Facility that relaxed certain financial covenants while providing additional restrictions under our negative covenants for a specified period of time as further described in Note 11 to the accompanying consolidated financial statements.

Our failure to comply with such covenants, or otherwise secure temporary waivers of non-compliance, could result in our lenders demanding all amounts outstanding to be immediately repaid.

Credit rating agencies also periodically review our capital structure and our ability to generate earnings.

A prolonged period of deteriorated financial performance or our inability to comply with debt covenants could make future financing more difficult to secure and/or expensive.

Moreover, our Global Credit Facility contains representations and warranties, including that there has been no material adverse change in the business, operations, property or condition (financial or otherwise) of the Company and its subsidiaries, taken as a wholes, since March 2019.

It is a condition to making each borrowing and to the issuance, increase, renewal or extension of each letter of credit that our representations be true at the time of the event in question.

The recent amendment to the Global Credit Facility provides that through March 31, 2021, the impact of the COVID-19 pandemic as disclosed to the lenders in May 2020 or reasonably foreseeable based on the disclosure to the lenders will be disregarded for purposes of determining whether a material adverse change has occurred.

Further, factors beyond our control, such as adverse economic conditions, could disrupt capital markets and limit the availability or willingness of financial institutions to extend capital to us in the future.

| | 22 | |

| • | actual and perceived economic conditions; |

As approximately one-third of our products are sourced from China, the U.S.'s imposition of new tariffs on apparel or other goods imported from China could have a material adverse effect on our cost of sales and profitability.

Although we are actively reviewing options to mitigate our exposure in the event any resulting tariffs impact our product categories, there can be no assurance that we will be able to offset any increased costs.

In response, certain member countries are beginning to implement legislation to align their international tax rules with the OECD's recommendations.

Taxing authorities of certain state, local, and other foreign jurisdictions may also decide to modify existing tax laws.

Additionally, in June 2016, voters in the United Kingdom approved an advisory referendum to withdraw from the European Union, commonly referred to as "Brexit." Subsequently, in March 2017, the United Kingdom's government invoked Article 50 of the Treaty on European Union, which formally triggered the negotiation process to exit the European Union.

We have a longstanding information security risk program committed to regular risk management practices surrounding the protection of confidential data.

This program includes various technical controls, including security monitoring, data leakage protection, network segmentation and access controls around the computer resources that house confidential or sensitive data.

We have also implemented employee awareness training programs around phishing, malware, and other cyber risks.

We continually evaluate the security environment surrounding the handling and control of our critical data, especially the private data we receive from our customers, employees and partners, and have instituted additional measures to help protect us from system intrusion or data breaches.

During Fiscal 2019, sales to our largest wholesale customer, Macy's, accounted for approximately 8% of total net revenues.

statements at such times or otherwise.

As such, Fiscal [removed: 2019] [added: 2020] ended on March [removed: 30, 2019] [added: 28, 2020] and was a 52-week period; Fiscal [removed: 2018] [added: 2019] ended on March [removed: 31, 2018] [added: 30, 2019] and was a 52-week period; Fiscal [removed: 2017] [added: 2018] ended on [removed: April 1, 2017] [added: March 31, 2018] and was a 52-week period; and Fiscal [removed: 2020] [added: 2021] will end on March [removed: 28, 2020] [added: 27, 2021] and will be a 52-week period.

[removed: INTRODUCTION][added: INTRODUCTION]

| [removed: •] [added: *•*] | [removed: Overview.] [added: *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: 2019.] [added: 2020.] In addition, this section includes a discussion of recent developments and transactions affecting comparability that we believe are important in understanding our results of operations and financial condition, and in anticipating future trends. |

| • | [removed: Results] [added: *Results] of [removed: operations.] [added: operations.*] This section provides an analysis of our results of operations for Fiscal [removed: 2019] [added: 2020] and Fiscal [removed: 2018] [added: 2019] as compared to the respective prior fiscal year. |

| • | [removed: Financial] [added: *Financial] condition and [removed: liquidity.] [added: liquidity.*] This section provides a discussion of our financial condition and liquidity as of March [removed: 30, 2019,] [added: 28, 2020,] 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: 2019] [added: 2020] and Fiscal [removed: 2018] [added: 2019] 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, common stock repurchases, payments of dividends, and our outstanding debt and covenant compliance; and (iv) a summary of our contractual and other obligations as of March [removed: 30, 2019.] [added: 28, 2020.] |

| • | [removed: Market] [added: *Market] risk [removed: management.] [added: 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, 2019.] [added: 28, 2020.] |

| • | [removed: Critical] [added: *Critical] accounting [removed: policies.] [added: policies.*] This section discusses accounting policies considered to be important to our results of operations and financial condition, which typically require significant judgment and estimation on the part of management in their application. In addition, all of our significant accounting policies, including our critical accounting policies, are summarized in Note 3 to the accompanying consolidated financial statements. |

| • | [removed: Recently] [added: *Recently] issued accounting [removed: standards.] [added: standards.*] This section discusses the potential impact on our reported results of operations and financial condition of certain accounting standards that have been recently issued. |

[removed: OVERVIEW][added: OVERVIEW]

[removed: Our Business][added: Our Business]

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

We diversify our business by geography (North America, Europe, and Asia, among other regions) and channel of distribution [removed: (wholesale, retail,] [added: (retail, wholesale,] and licensing).

Our wholesale sales are made principally to major department [removed: stores and] [added: stores,] specialty [removed: stores] [added: stores, and third-party digital partners] around the world, as well as to certain [removed: third party-owned] [added: third-party-owned] stores to which we have licensed the right to operate in defined geographic territories using our trademarks.

We [removed: also] sell directly to consumers through our integrated retail channel, which includes our retail stores, concession-based shop-within-shops, and digital commerce operations around the world.

| • | [removed: North America] [added: *North America*] — Our North America segment, representing approximately 51% of our Fiscal [removed: 2019] [added: 2020] net revenues, primarily consists of sales of our Ralph Lauren branded products made through our [removed: wholesale and] retail [added: and wholesale] businesses in the U.S. and Canada, excluding Club Monaco. In North America, our [removed: wholesale business is comprised primarily of sales to department stores, and to a lesser extent, specialty stores. Our] retail business [removed: in North America] is comprised of our Ralph Lauren stores, our factory stores, and our digital commerce site, www.RalphLauren.com. [added: Our wholesale business in North America is comprised primarily of sales to department stores, and to a lesser extent, specialty stores.] |

| [removed: •] [added: *•*] | [removed: Europe] [added: *Europe*] — Our Europe segment, representing approximately 26% of our Fiscal [removed: 2019] [added: 2020] net revenues, primarily consists of sales of our Ralph Lauren branded products made through our [removed: wholesale and] retail [added: and wholesale] businesses in [removed: Europe and] [added: Europe,] the Middle East, [added: and Latin America,] excluding Club Monaco. In Europe, our [added: retail business is comprised of our Ralph Lauren stores, our factory stores, our concession-based shop-within-shops, and our various digital commerce sites. Our] wholesale business [added: in Europe] is comprised of a varying mix of sales to both department stores and specialty stores, depending on the [removed: country. Our retail business in Europe is comprised of our Ralph Lauren stores, our factory stores, our concession-based shop-within-shops, and our] [added: country, as well as to] various [added: third-party] digital [removed: commerce sites.] [added: partners.] |

| • | [removed: Asia] [added: *Asia*] — Our Asia segment, representing approximately 17% of our Fiscal [removed: 2019] [added: 2020] net revenues, primarily consists of sales of our Ralph Lauren branded products made through our [removed: wholesale and] retail [added: and wholesale] businesses in Asia, Australia, and New Zealand. Our retail business in Asia is [added: primarily] comprised of our Ralph Lauren stores, our factory stores, our concession-based shop-within-shops, and our digital commerce site, www.RalphLauren.cn, which launched in September 2018. In addition, we sell our products online through various third-party digital partner commerce sites. In Asia, our wholesale business is comprised primarily of sales to department stores, with related products distributed through shop-within-shops. |

In addition to these reportable segments, we also have other non-reportable segments, representing approximately 6% of our Fiscal [removed: 2019] [added: 2020] net revenues, which primarily consist of (i) sales of Club Monaco branded products made through our retail [added: and wholesale] businesses in the U.S., Canada, and Europe, and our licensing alliances in Europe and Asia, [removed: (ii) sales of Ralph Lauren branded products made through our wholesale business in Latin America,] and [removed: (iii)] [added: (ii)] royalty revenues earned through our global licensing alliances, excluding Club Monaco.

Approximately 46% of our Fiscal [removed: 2019] [added: 2020] net revenues were earned outside of the U.S. See Note [removed: 19] [added: 20] to the accompanying consolidated financial statements for further discussion of our segment reporting structure.

Our business is typically affected by seasonal trends, with higher levels of [removed: wholesale] [added: retail] sales in our second and [removed: fourth] [added: third] fiscal quarters and higher [removed: retail] [added: wholesale] sales in our second and [removed: third] [added: fourth] fiscal quarters.

These trends result primarily from the timing of [removed: seasonal wholesale shipments and] key vacation travel, back-to-school, and holiday shopping periods impacting our retail [removed: business.][added: business and the timing of seasonal wholesale shipments.]

[removed: Global] [added: Global] Economic Conditions and Industry [removed: Trends][added: Trends]

The global economy and [removed: our] [added: retail] industry are impacted by many different [removed: influences.][added: factors.]

The [removed: current] [added: global economy has also been impacted by the] domestic and international political [removed: environment has resulted in uncertainty surrounding the future state of the global economy,] [added: environment,] including [added: volatile] international trade [removed: relations.][added: relations and political unrest.]

[removed: Most recently,] [added: Although trade relations between] the U.S. and China have [added: begun to ease, both countries have] imposed [removed: significant] new tariffs on each other related to the importation of certain product [removed: categories, and additional tariffs have been proposed.][added: categories.]

[removed: There are also growing concerns regarding the terms and conditions of the United Kingdom's withdrawal from the European Union, commonly referred to as "Brexit."] Negotiations [added: during the transition period] to determine the United Kingdom's future relationship with the European Union, including terms of [removed: trade and movement of people, have been] [added: trade, are expected to be] complex.

[removed: Certain] [added: Additionally, certain] other worldwide events, including political [removed: unrest,] [added: protests such as those that recently took place in Hong Kong,] acts of terrorism, taxation or monetary policy changes, fluctuations in commodity prices, and rising healthcare costs, also increase volatility in the global economy.

[removed: This along with other factors has resulted in] [added: Even before the COVID-19 pandemic,] many retailers, including certain of our large wholesale customers, [removed: becoming] [added: have been] highly promotional and [added: have] aggressively [removed: marking] [added: marked] down their merchandise [added: on a periodic basis] in an attempt to offset declines in physical store traffic.

We have implemented various [removed: operating] strategies globally to help address many of these current [removed: challenges,] [added: challenges] and continue to build a foundation for long-term profitable growth centered around strengthening our consumer-facing areas of product, stores, and [removed: marketing across channels and driving a more efficient operating model.]

[removed: In connection with these strategies, we are taking] [added: We also continue to take] deliberate actions to ensure promotional consistency across channels and [added: to] enhance the overall brand and shopping experience, including better aligning shipments and inventory levels with underlying demand.

Further, in response to the recent trade developments between the U.S. and China, we [removed: are actively reviewing options] [added: have taken steps] to mitigate our exposure [removed: in] [added: to] the [removed: event any] resulting [removed: tariffs impact our product categories,] [added: tariffs,] including diverting production to and sourcing from other countries, driving productivity within our existing supplier base, and taking pricing actions.

We are also closely monitoring the latest [removed: developments regarding] Brexit [added: developments] and are assessing risks and opportunities and developing strategies to mitigate our exposure [removed: in the event of a "hard" Brexit (e.g., if] [added: once] the [removed: United Kingdom exits] [added: transition period expires, including evaluating scenarios in which] the [removed: European Union] [added: transition period ends] without [removed: having a final withdrawal agreement] [added: trade agreements] in [removed: place).][added: place.]

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

For a detailed discussion of significant risk factors that have the potential to cause our actual results to differ materially from our expectations, see Part I, Item 1A — [removed: "Risk Factors"] [added: "*Risk Factors*"] included in this Annual Report on Form 10-K.

[removed: Summary] [added: Summary] of Financial [removed: Performance][added: Performance]

[removed: Operating Results][added: *Operating Results*]

In Fiscal [removed: 2019,] [added: 2020,] we reported net revenues of [removed: $6.313] [added: $6.160] billion, net income of [removed: $430.9] [added: $384.3] million, and net income per diluted share of [removed: $5.27,] [added: $4.98,] as compared to net revenues of [removed: $6.182] [added: $6.313] billion, net income of [removed: $162.8] [added: $430.9] million, and net income per diluted share of [removed: $1.97] [added: $5.27] in Fiscal [removed: 2018.][added: 2019.]

The comparability of our operating results has been affected by [removed: TCJA enactment-related charges,] [added: adverse impacts related to COVID-19 and Hong Kong protest business disruptions,] as well as restructuring-related charges, impairment of assets, and certain other [removed: charges, as discussed further below.][added: charges.]

Our operating performance for Fiscal [removed: 2019] [added: 2020] reflected revenue [removed: growth] [added: declines] of [removed: 2.1%] [added: 2.4%] on a reported basis and [removed: 2.8%] [added: 1.2%] on a constant currency basis, as defined within [removed: "Transactions] [added: "*Transactions] and Trends Affecting Comparability of Results of Operations and Financial [removed: Condition" below.][added: Condition*" below, reflecting adverse impacts related to COVID-19 and Hong Kong protest business disruptions.]

Our gross profit as a percentage of net revenues [removed: increased] [added: decreased] by [removed: 90] [added: 230] basis points to [removed: 61.6%] [added: 59.3%] during Fiscal [removed: 2019,] [added: 2020,] primarily driven by [removed: improved pricing and lower levels of promotional activity] [added: inventory charges recorded] in connection with [removed: our long-term growth strategy, and favorable product and geographic mix,] [added: COVID-19 business disruptions,] partially offset by [removed: higher inventory reserves.][added: favorable geographic, channel, and product mix, improved pricing, and lower levels of promotional activity.]

No operating segments were aggregated to form our reportable segments.

Effective beginning in the first quarter of Fiscal 2020, operating results related to our business in Latin America are included within our Europe segment due to a change in how we manage this business.

Previously, such results were included within our other non-reportable segments.

All prior period segment information has been recast to reflect this change on a comparative basis.

*COVID-19 Pandemic*

A novel strain of coronavirus commonly referred to as COVID-19 has spread rapidly across the globe in recent months, including throughout all major geographies in which we operate (North America, Europe, and Asia), resulting in adverse economic conditions and business disruptions, as well as significant volatility in global financial markets.

Governments worldwide have imposed varying degrees of preventative and protective actions, such as temporary travel bans, forced business closures, and stay-at-home orders, all in an effort to reduce the spread of the virus.

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

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

Further, even after such government restrictions and company initiatives are lifted, consumer behavior, spending levels, and/or shopping preferences, such as their willingness to congregate in shopping centers or other populated locations, could be adversely affected.

In connection with the COVID-19 pandemic, we have experienced varying degrees of business disruptions and periods of closure of our stores, distribution centers, and corporate facilities, as have our wholesale customers, licensing partners, suppliers, and vendors.

For example, a significant number of our stores in parts of Asia were closed for a substantial portion of our fourth

quarter of Fiscal 2020.

Although our stores in Asia were largely reopened by the end of our Fiscal 2020, certain countries, including Japan, began imposing new restrictions during our first quarter of Fiscal 2021.

Retail traffic also continues to be challenging in those regions in which our stores are open.

Additionally, our stores in North America and the majority in Europe closed mid-March or earlier, and although certain stores have since reopened, a large number remain closed and we are uncertain when they will reopen.

Our wholesale business has also been adversely affected, particularly in North America and Europe, as a result of department store closures and lower traffic and consumer demand.

In response to the COVID-19 pandemic, we have taken preemptive actions to preserve cash and strengthen our liquidity, including:

| • | drawing down $475 million from our Global Credit Facility to bolster cash balances; |

| • | entering into a new credit facility with the same lenders that are parties to the Global Credit Facility, which provides for an additional $500 million senior unsecured revolving line of credit that matures on May 25, 2021, or earlier in the event we are able to obtain other additional financing, as described in Note 11 to the accompanying consolidated financial statements; |

| • | temporarily suspending our common stock repurchase program and our quarterly cash dividend; |

| • | temporarily reducing the base compensation of our executives and senior management team, as well as our Board of Directors; |

| • | carefully managing our expense structure across all key areas of spend, including aligning inventory levels with anticipated demand and postponing non-critical capital build-out and other investments and activities; and |

| • | temporarily furloughing or reducing work hours for a significant portion of our employees who nevertheless remain eligible for employee benefits during such period. |

The COVID-19 pandemic remains highly volatile and continues to evolve on a daily basis.

Accordingly, we cannot predict for how long and to what extent this crisis will impact our business operations or the global economy as a whole.

We will continue to assess our operations location-by-location, taking into account the guidance of local governments and global health organizations to determine when our operations can begin returning to normal course of business.

See Item 1A — "*Risk Factors* — *Infectious disease outbreaks, such as the recent COVID-19 pandemic, could have a material adverse effect on our business*" for additional discussion regarding risks to our business associated with the COVID-19 pandemic.

*Swiss Tax Reform*

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

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

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

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

See Note 10 to the accompanying consolidated financial statements for additional discussion regarding the Swiss Tax Act.

In connection with the Fiscal 2019 Restructuring Plan, we have recorded cumulative charges of $145.8 million since its inception, of which $48.5 million and $97.3 million were recorded during Fiscal 2020 and Fiscal 2019, respectively.

Actions

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

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

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

Concerns also exist regarding the United Kingdom's recent withdrawal from the European Union, commonly referred to as "Brexit." The United Kingdom ceased to be a member of the European Union, effective January 31, 2020, and has entered a "transition period" during which its existing trading relationship with the European Union will remain in place and it will continue to follow the European Union's rules.

| | 37 | |

| | 38 | |

In January 2019, British Parliament rejected Prime Minister Theresa May's proposed withdrawal agreement, and it is not clear at this time what, if any, agreements will be reached by the current October 31, 2019 deadline.

As our international business continues to grow and because the majority of our products are produced outside of the U.S., major changes in global trade and diplomatic relations as well as any resulting anti-American sentiment could have a material adverse effect on our business or operating results.

In addition, our results have been, and are expected to continue to be, impacted by foreign exchange rate fluctuations.

The retail landscape in which we operate is also evolving, with consumers continuing to diversify the channels in which they transact and shifting their shopping preference from physical stores to online.

Certain of our operations, including our North America wholesale business, have been negatively impacted by these dynamics.

Additionally, changes in economic conditions, including a recession or the fear of a recession, may further impact consumer discretionary income levels and spending.

Investing in our digital ecosystem remains a

| | 39 | |

primary focus and is a key component of our integrated global omni-channel strategy.

In June 2018, we shifted our European digital commerce operations to the third-party cloud-based platform used by our North America operations, which is delivering a more brand-enhancing and consistent customer experience across our global digital ecosystem.

In addition, in September 2018, we launched our digital flagship in China, featuring our signature online shopping experience.

Although the investments that we are making in our business and our quality of sales initiatives may create operating profit pressure in the near-term, we expect that these initiatives will create longer-term shareholder value.

The increase in reported net revenues during Fiscal 2019 was driven by our international businesses.

Selling, general, and administrative ("SG&A") expenses as a percentage of net revenues increased slightly by 10 basis points to 50.2% during Fiscal 2019, primarily due to our increased marketing investment, new store expansion, and the unfavorable impact attributable to geographic and channel mix, partially offset by our operational discipline.

Net income increased by $268.1 million to $430.9 million in Fiscal 2019 as compared to Fiscal 2018, primarily due to a $174.8 million decrease in our income tax provision largely driven by lower TCJA enactment-related charges, a $63.6 million increase in operating income, and a $28.5 million increase in interest income.

| | 40 | |

Actions associated with the Fiscal 2019 Restructuring Plan were largely completed during Fiscal 2019, with certain activities shifting into Fiscal 2020.

In connection with the Fiscal 2019 Restructuring Plan, we expect to incur total estimated charges of approximately $125 million to $150 million, comprised of cash-related charges of approximately $90 million to $110 million and non-cash charges of approximately $35 million to $40 million.

Cumulative charges incurred since inception were $97.3 million.

Additionally, during the fourth quarter of Fiscal 2018 we reevaluated our permanent reinvestment assertion and determined that undistributed foreign earnings that were subject to the one-time mandatory transition tax were no longer considered to be permanently reinvested, effective December 31, 2017.

In connection with this decision, we repatriated $252 million of cash to the U.S. from certain of our foreign subsidiaries during the fourth quarter of Fiscal 2018, and we repatriated an additional $875 million during Fiscal 2019.

Way Forward Plan

On June 2, 2016, our Board of Directors approved a restructuring plan with the objective of delivering sustainable, profitable sales growth and long-term value creation for shareholders (the "Way Forward Plan").

We are refocusing on our core brands and evolving our product, marketing, and shopping experience to increase desirability and relevance.

We are also evolving our operating model to enable sustainable, profitable sales growth by significantly improving quality of sales, reducing supply chain lead times, improving our sourcing, and executing a disciplined multi-channel distribution and expansion strategy.

As part of the Way Forward Plan, we are rightsizing our cost structure and implementing a return on investment-driven financial model to free up resources to invest in the brand and drive high-quality sales.

The Way Forward Plan includes strengthening our leadership team and creating a more nimble organization by moving from an average of nine to six layers of management.

The Way Forward Plan also includes the discontinuance of our Denim & Supply brand and the integration of our denim product offerings into our Polo Ralph Lauren brand.

Collectively, these actions, which were substantially completed during Fiscal 2017, resulted in a reduction in workforce and the closure of certain stores and shop-within-shops, as well as gross annualized expense savings of approximately $200 million.

On March 30, 2017, our Board of Directors approved the following additional restructuring-related activities associated with the Way Forward Plan: (i) the restructuring of our in-house global digital commerce platform which was in development and shifting to a more cost-effective, flexible platform through a new agreement with Salesforce's Commerce Cloud, formerly known as Demandware; (ii) the closure of our Polo store at 711 Fifth Avenue in New York City; and (iii) the further streamlining of the organization and the execution of other key corporate actions in line with the Way Forward Plan.

These actions are an important part of our efforts to achieve our stated objective to return to sustainable, profitable growth and invest in the future.

These additional restructuring-related activities were largely completed during Fiscal 2018 and resulted in a further reduction in workforce and the closure of certain corporate office and store locations, as well as gross annualized expense savings of approximately $140 million.

In connection with the Way Forward Plan, we have incurred total cumulative charges of $838.6 million, including $155.2 million recorded during Fiscal 2017 associated with the destruction of inventory.

Additionally, as we did not legally assign a certain lease agreement for which the Company has been deemed the owner of the leased asset for accounting purposes prior to the end of Fiscal 2019, an impairment of approximately $170 million to $190 million is expected to be recorded as an adjustment to reduce our opening retained earnings balance as of the beginning of Fiscal 2020 in connection with our adoption of ASU 2016-02 (see Note 4 to our accompanying consolidated financial statements).

| Restructuring-related inventory charges (see Note 9)(a) | | (7.2 | | ) | | (7.6 | | ) | | (197.9 | | ) |

| • | the reversal of an income tax reserve resulting from a change in tax law that impacted an interest assessment on a prior year withholding tax, which favorably impacted our income tax benefit by $15.9 million during Fiscal 2017. |

Effective beginning the first quarter of our Fiscal 2019, we changed our definition of comparable store sales to provide a more relevant measure of performance and align with general retail industry practice.

Our previous definition of comparable store sales required a store or digital commerce site to be operational for one full fiscal year to be considered comparable and included in the calculation.

[removed: General][added: General]

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

We diversify our business by geography (North America, Europe, and Asia, among other regions) and channel of distribution [removed: (wholesale, retail,] [added: (retail, wholesale,] and licensing).

Our wholesale sales are made principally to major department [removed: stores and] [added: stores,] specialty [removed: stores] [added: stores, and third-party digital partners] around the world, as well as to certain [removed: third party-owned] [added: third-party-owned] stores to which we have licensed the right to operate in defined geographic territories using our trademarks.

We [removed: also] sell directly to consumers through our integrated retail channel, which includes our retail stores, concession-based shop-within-shops, and digital commerce operations around the world.

See [removed: "Our Segments"] [added: "*Our Segments*"] for further discussion of our segment reporting structure.

[removed: Our global reach] [added: Merchandise] is [removed: extensive, with merchandise] [added: also] available through our wholesale distribution channels at over [removed: 12,000] [added: 11,000] doors worldwide, the majority in specialty stores, as well as through the digital commerce sites of many of our wholesale customers.

[removed: We also] [added: Our global reach is extensive, as we] sell directly to customers throughout the world via our [removed: 501] [added: 530] retail stores and [removed: 653] [added: 654] concession-based shop-within-shops, as well as through our own digital commerce sites and those of various third-party digital partners.

In addition to our directly-operated stores and shops, our international licensing partners operate [removed: 108] [added: 80] Ralph Lauren stores, [removed: 39] [added: 31] Ralph Lauren concession shops, and [removed: 138] [added: 139] Club Monaco stores and shops.

Over the past five fiscal years, we have invested approximately [removed: $1.452] [added: $1.331] billion for capital improvements, primarily funded through strong operating cash flow.

We also [removed: continue] [added: have continued] to return value to our shareholders through our common stock share repurchases and payment of quarterly cash dividends.

Over the past five fiscal years, the cost of shares of Class A common stock repurchased pursuant to our common stock repurchase program was approximately [removed: $1.650] [added: $1.800] billion and dividends paid amounted to approximately [removed: $846] [added: $892] million.

As of March [removed: 30, 2019,] [added: 28, 2020,] Mr. R. Lauren, or entities controlled by the Lauren family, held approximately [removed: 83%] [added: 84%] of the voting power of the Company's outstanding common stock.

[removed: Objectives] [added: Objectives] and [removed: Opportunities][added: Opportunities]

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

[removed: ][added: ]

[removed: Recent Developments][added: Recent Developments]

[removed: Fiscal] [added: Fiscal] 2019 Restructuring [removed: Plan][added: Plan]

[removed: Total actions] [added: Actions] associated with the Fiscal 2019 Restructuring Plan are expected to result in gross annualized expense savings of approximately $60 million to $80 million.

See Note 9 to our accompanying consolidated financial statements for [removed: detailed discussions of the] [added: additional discussion regarding] charges recorded in connection with the Fiscal 2019 Restructuring Plan.

[removed: U.S.] [added: Swiss] Tax [removed: Reform][added: Reform]

[removed: During Fiscal 2018,] [added: In connection with this transitional provision,] we recorded [removed: net charges of $221.4 million within our] [added: a one-time] income tax [removed: provision in connection with the TCJA,] [added: benefit and corresponding deferred tax asset of $122.9 million during Fiscal 2020,] which [removed: increased] [added: decreased] our effective tax rate by [removed: 4,520] [added: 3,760] basis points.

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

[removed: Accordingly, actions] [added: Actions] associated with the [removed: Way Forward] [added: Fiscal 2019 Restructuring] Plan are [removed: now] complete and no additional charges are expected to be incurred in connection with this plan.

[removed: Our] [added: Our] Brands and [removed: Products][added: Products]

| • | [removed: Apparel] [added: *Apparel*] — Our apparel products include extensive collections of men's, women's, and children's clothing, which are sold under various brand names, including Ralph Lauren Collection, Ralph Lauren Purple Label, Polo Ralph Lauren, Double RL, Lauren Ralph Lauren, Polo Golf Ralph Lauren, Ralph Lauren Golf, RLX Ralph Lauren, Polo Ralph Lauren Children, Chaps, and Club Monaco, among others; |

| • | [removed: Footwear] [added: *Footwear] and [removed: Accessories] [added: Accessories*] — Our range of footwear and 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 the Ralph Lauren Collection, Ralph Lauren Purple Label, Double RL, Polo Ralph Lauren, Lauren Ralph Lauren, Polo Ralph Lauren Children, Chaps, and Club [removed: Monaco;] [added: Monaco brands;] |

| • | [removed: Home] [added: *Home*] — Our coordinated home products include bedding and bath products, furniture, fabric and wallpaper, lighting, tabletop, floorcoverings, and giftware; [added: and] |

| • | [removed: Fragrance] [added: *Fragrance*] — Our fragrance offerings capture the essence of Ralph Lauren's men's and women's brands with numerous labels, designed to appeal to a variety of audiences. Women's fragrance products are sold under our Ralph Lauren Collection, Woman by Ralph Lauren, Romance Collection, Ralph Collection, and Big Pony Women's brands. Men's fragrance products are sold under our Polo Blue, Safari, Purple Label, Polo Red, Polo Green, Polo Black, Polo Supreme, Polo Sport, and Big Pony Men's brands; [removed: and] |

| • | [removed: Hospitality] [added: *Hospitality*] — Continuing to engage our consumers with experiential and unique expressions of the brand, our hospitality portfolio is a natural extension of the World of Ralph Lauren as expressed through the culinary arts. Ralph [removed: Lauren] [added: Lauren's] global hospitality collection is comprised of [removed: four restaurants,] [added: our restaurants] including [removed: The] [added: *The] Polo [removed: Bar] [added: Bar*] in New York City, [removed: RL Restaurant located in Chicago, Ralph's located in Paris, and our Ralph's Coffee concept in various cities around the world.] [added: *RL*] |

| [removed: 1.] [added: 1.] | [removed: Ralph] [added: Ralph] Lauren [removed: Luxury] [added: Luxury] — Our Luxury group includes: |

[removed: Ralph] [added: *Ralph] Lauren Collection and Ralph Lauren Purple [removed: Label.][added: Label.* Ralph Lauren Collection embodies the highest expression of chic, feminine glamour.]

[added: *Double RL.*] Founded in 1993 and named after Ralph Lauren's working cattle ranch in Colorado, Double RL is a tribute to America's pioneering spirit and tradition of rugged independence.

[removed: Ralph] [added: Ralph] Lauren [removed: Home.][added: Stores]

[added: *Ralph Lauren Home.*] Ralph Lauren Home represents a full expression of modern luxury — style is a life well-lived.

[added: *Ralph Lauren Watches and Fine Jewelry.*] We offer a premier collection of timepieces, which embody Ralph Lauren's passion for impeccable quality and exquisite design.

| [removed: 2.] [added: 2.] | [removed: Polo] [added: Polo] Ralph [removed: Lauren] [added: Lauren] — The Polo Ralph Lauren group includes: |

[added: *Polo Ralph Lauren.*] Men's Polo combines Ivy League classics and time-honored English haberdashery with downtown styles and all-American sporting looks in sportswear and tailored clothing.

[removed: Polo Ralph] [added: | | | Ralph] Lauren [removed: Children.][added: Stores | |]

[added: *Polo Ralph Lauren Children.*] Polo Ralph Lauren Children is designed to reflect the timeless heritage and modern spirit of Ralph Lauren's collections for men and women.

Global Citizenship and Sustainability

Global citizenship and sustainability at Ralph Lauren Corporation is rooted in the heritage of our brand and our purpose to inspire the dream of a better life through authenticity and timeless style.

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

Although we are at the beginning of this journey, the values and purpose that have defined our business for half a century underline the authenticity of our commitment for our next 50 years.

We call our plan "Design the Change," which is guided by the following three pillars:

| 1. | Create Timeless Style |

| • | *Sustainable Product Design* — We commit to designing more sustainable products and experiences by sourcing responsibly, manufacturing efficiently, and investing in innovation that advances these efforts. |

| • | *Sourcing & Traceability* — We are committed to sourcing responsibly, securing a long-term, sustainable supply for key raw materials, as well as implementing a supplier engagement strategy that drives transparency, efficiency and partnerships that advance our work to deliver positive social and environmental impacts across our value chain. |

| • | *Chemical Management* — We commit to monitor and reduce hazardous chemical use and discharge, ultimately eliminating all hazardous chemicals from the production of our products. |

| 2. | Protect the Environment |

| • | *Carbon and Energy* — We commit to address the issue of global climate change and the contributing impacts of our business by reducing greenhouse gas emissions across our value chain. |

| • | *Waste Management* — We commit to integrating zero waste principles across our business with an aim to divert waste from landfill through increasing recycling and upcycling, reducing waste at its source, and implementing other best practices. |

| • | *Water Stewardship* — We commit to reducing water consumption across our value chain, and to safeguarding and preserving water resources in the communities where we operate. |

| 3. | Champion Better Lives |

| • | *Diversity and Inclusion* — We are committed to advancing an inclusive environment where everyone has a sense of belonging throughout our value chain. |

| • | *Health, Safety & Working Conditions* — We aim to enrich the quality of work and life for all workers in our value chain by ensuring that everyone has the opportunity to reach their full potential in a safe and comfortable work environment. |

| • | *Community Engagement & Philanthropy* — We commit to meaningfully engaging our communities through our work across cancer care as well as our global employee volunteerism program. |

Additional information relating to Design the Change can be found in our annual sustainability report, which is available at our website at http://investor.ralphlauren.com under the caption "Global Citizenship & Sustainability Report." The content of our sustainability reports are not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC.

COVID-19 Pandemic

A novel strain of coronavirus commonly referred to as COVID-19 has spread rapidly across the globe in recent months, including throughout all major geographies in which we operate (North America, Europe, and Asia), resulting in adverse economic conditions and business disruptions, as well as significant volatility in global financial markets.

Governments worldwide have imposed varying degrees of preventative and protective actions, such as temporary travel bans, forced business closures, and stay-at-home orders, all in an effort to reduce the spread of the virus.

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

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

Further, even after such government restrictions and company initiatives are lifted, consumer behavior, spending levels, and/or shopping preferences, such as their willingness to congregate in shopping centers or other populated locations, could be adversely affected.

In connection with the COVID-19 pandemic, we have experienced varying degrees of business disruptions and periods of closure of our stores, distribution centers, and corporate facilities, as have our wholesale customers, licensing partners, suppliers, and vendors.

For example, a significant number of our stores in parts of Asia were closed for a substantial portion of our fourth quarter of Fiscal 2020.

Although our stores in Asia were largely reopened by the end of our Fiscal 2020, certain countries, including Japan, began imposing new restrictions during our first quarter of Fiscal 2021.

Retail traffic also continues to be challenging in those regions in which our stores are open.

Additionally, our stores in North America and the majority in Europe closed mid-March or earlier, and although certain stores have since reopened, a large number remain closed and we are uncertain when they will reopen.

Our wholesale business has also been adversely affected, particularly in North America and Europe, as a result of department store closures and lower traffic and consumer demand.

In response to the COVID-19 pandemic, we have taken preemptive actions to preserve cash and strengthen our liquidity, including:

| • | drawing down $475 million from our Global Credit Facility to bolster cash balances; |

| • | entering into a new credit facility with the same lenders that are parties to the Global Credit Facility, which provides for an additional $500 million senior unsecured revolving line of credit that matures on May 25, 2021, or earlier in the event we are able to obtain other additional financing, as described in Note 11 to the accompanying consolidated financial statements; |

| • | temporarily suspending our common stock repurchase program and our quarterly cash dividend; |

| • | temporarily reducing the base compensation of our executives and senior management team, as well as our Board of Directors; |

| • | carefully managing our expense structure across all key areas of spend, including aligning inventory levels with anticipated demand and postponing non-critical capital build-out and other investments and activities; and |

| • | temporarily furloughing or reducing work hours for a significant portion of our employees who nevertheless remain eligible for employee benefits during such period. |

The COVID-19 pandemic remains highly volatile and continues to evolve on a daily basis.

Accordingly, we cannot predict for how long and to what extent this crisis will impact our business operations or the global economy as a whole.

We will continue to assess our operations location-by-location, taking into account the guidance of local governments and global health organizations to determine when our operations can begin returning to normal course of business.

Actions associated with the Fiscal 2019 Restructuring Plan were largely completed during Fiscal 2019, with certain activities shifting into Fiscal 2020.

In connection with the Fiscal 2019 Restructuring Plan, we expect to incur total estimated charges of approximately $125 million to $150 million, comprised of cash-related charges of approximately $90 million to $110 million and non-cash charges of approximately $35 million to $40 million.

Cumulative charges incurred since inception were $97.3 million.

On December 22, 2017, President Trump signed into law new tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "TCJA"), which became effective January 1, 2018.

The TCJA significantly revised U.S. tax law by, among other provisions, lowering the U.S. federal statutory income tax rate from 35% to 21%, creating a territorial tax system that includes a one-time mandatory transition tax on previously deferred foreign earnings, and eliminating or reducing certain income tax deductions.

Subsequently, during Fiscal 2019, we recorded net measurement period adjustments of $27.6 million as permitted by SEC Staff Accounting Bulletin No. 118 ("SAB 118").

These measurement period adjustments increased our effective tax rate by 470 basis points during Fiscal 2019.

Additionally, during the fourth quarter of Fiscal 2018 we reevaluated our permanent reinvestment assertion and determined that undistributed foreign earnings that were subject to the one-time mandatory transition tax were no longer considered to be permanently reinvested, effective December 31, 2017.

In connection with this decision, we repatriated $252 million of cash to the U.S. from certain of our foreign subsidiaries during the fourth quarter of Fiscal 2018, and we repatriated an additional $875 million during Fiscal 2019.

Way Forward Plan

On June 2, 2016, our Board of Directors approved a restructuring plan with the objective of delivering sustainable, profitable sales growth and long-term value creation for shareholders (the "Way Forward Plan").

We are refocusing on our core brands and evolving our product, marketing, and shopping experience to increase desirability and relevance.

We are also evolving our operating model to enable sustainable, profitable sales growth by significantly improving quality of sales, reducing supply chain lead times, improving our sourcing, and executing a disciplined multi-channel distribution and expansion strategy.

As part of the Way Forward Plan, we are rightsizing our cost structure and implementing a return on investment-driven financial model to free up resources to invest in the brand and drive high-quality sales.

The Way Forward Plan includes strengthening our leadership team and creating a more nimble organization by moving from an average of nine to six layers of management.

The Way Forward Plan also includes the discontinuance of our Denim & Supply brand and the integration of our denim product offerings into our Polo Ralph Lauren brand.

Collectively, these actions, which were substantially completed during Fiscal 2017, resulted in a reduction in workforce and the closure of certain stores and shop-within-shops, as well as gross annualized expense savings of approximately $200 million.

On March 30, 2017, our Board of Directors approved the following additional restructuring-related activities associated with the Way Forward Plan: (i) the restructuring of our in-house global digital commerce platform which was in development and shifting to a more cost-effective, flexible platform through a new agreement with Salesforce's Commerce Cloud, formerly known as Demandware; (ii) the closure of our Polo store at 711 Fifth Avenue in New York City; and (iii) the further streamlining of the organization and the execution of other key corporate actions in line with the Way Forward Plan.

These actions are an important

part of our efforts to achieve our stated objective to return to sustainable, profitable growth and invest in the future.

These additional restructuring-related activities were largely completed during Fiscal 2018 and resulted in a further reduction in workforce and the closure of certain corporate office and store locations, as well as gross annualized expense savings of approximately $140 million.

In connection with the Way Forward Plan, we have incurred total cumulative charges of $838.6 million, including $155.2 million recorded during Fiscal 2017 associated with the destruction of inventory.

Additionally, as we did not legally assign a certain lease agreement for which the Company has been deemed the owner of the leased asset for accounting purposes prior to the end of Fiscal 2019, an impairment of approximately $170 million to $190 million is expected to be recorded as an adjustment to reduce our opening retained earnings balance as of the beginning of Fiscal 2020 in connection with our adoption of ASU 2016-02 (see Note 4 to our accompanying consolidated financial statements).

See Note 9 to our accompanying consolidated financial statements for detailed discussions of the charges recorded in connection with the Way Forward Plan.

Ralph Lauren Collection embodies the highest expression of chic, feminine glamour.

Double RL.

Ralph Lauren Watches and Fine Jewelry.

Polo Ralph Lauren.

Polo Golf Ralph Lauren, Ralph Lauren Golf, and RLX Ralph Lauren.

Pink Pony.

Lauren Ralph Lauren.

Lauren Home.

Further, during Fiscal 2019, sales to our three largest wholesale customers, including Macy's, accounted for approximately 19% of our total net revenues.

| Other non-reportable segments | | 128 | |

| Total | | 20,085 | |

Replenishment Program.

Ralph Lauren Stores

| | | Ralph Lauren Stores | |

| Total | | 121 | |

| Total | | 305 | |

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: Form 10-K][added: Form 10-K]

| [removed: þ] [added: ☑] | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: | | For] [added: For] the fiscal year [removed: ended March 30, 2019 |][added: ended March 28, 2020]

| [removed: o] [added: ☐] | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: Commission] [added: Commission] File [removed: Number: 001-13057][added: Number: 001-13057]

[removed: RALPH] [added: RALPH] LAUREN [removed: CORPORATION][added: CORPORATION]

[removed: (Exact] [added: *(Exact] name of registrant as specified in its [removed: charter)][added: charter)*]

| [removed: Delaware] [added: Delaware] | | [removed: 13-2622036] | [added: | 13-2622036 |]

| [removed: (State] [added: *(State] or other jurisdiction of incorporation or [removed: organization)] [added: organization)*] | | [removed: (I.R.S.] [added: | | *(I.R.S.] Employer Identification [removed: No.)] [added: No.)*] |

| [removed: 650] [added: 650] Madison [removed: Avenue, New York, New York] [added: Avenue,] | [added: New York,] | [removed: 10022] [added: New York] | [added: | 10022 |]

| [removed: (Address] [added: *(Address] of principal executive [removed: offices)] [added: offices)*] | | [removed: (Zip Code)] | [added: | *(Zip Code)* |]

[removed: (212) 318-7000][added: (212) 318-7000]

[removed: (Registrant's] [added: *(Registrant's] telephone number, including area [removed: code)][added: code)*]

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| [removed: Title] [added: Title] of Each [removed: Class] [added: Class] | [removed: Trading Symbol(s)] [added: Trading Symbol(s)] | [removed: Name] [added: Name] of Each Exchange on which [removed: Registered] [added: Registered] |

| [removed: Class] [added: Class] A Common Stock, $.01 par [removed: value] [added: value] | [removed: RL] [added: RL] | [removed: New] [added: New] York Stock [removed: Exchange] [added: Exchange] |

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the Act: [removed: None][added: None]

[removed: |] Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [removed: | | Yes þ No o |]

[removed: |] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. [removed: | | Yes o No þ |]

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

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

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

| Large accelerated filer [removed: þ] | [added: ☑ |] Accelerated filer [removed: o] | [added: ☐] |

| Non-accelerated filer [removed: o] | [added: ☐ |] Smaller reporting company [removed: o] | [added: ☐] |

| | [added: |] Emerging growth company [removed: o] | [added: ☐] |

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

[removed: |] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). [removed: | | Yes o No þ |]

[removed: |] The aggregate market value of the registrant's voting common stock held by non-affiliates of the registrant was [removed: $7,471,382,441] [added: $4,649,512,283] as of September [removed: 28, 2018,] [added: 27, 2019,] 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. [removed: | | |]

[removed: |] At May [removed: 10, 2019, 52,192,381] [added: 22, 2020, 47,777,235] shares of the registrant's Class A common stock, $.01 par value and [removed: 25,881,276] [added: 24,881,276] shares of the registrant's Class B common stock, $.01 par value were outstanding. [removed: | | |]

[removed: |] 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, 2019. | | |][added: 28, 2020.]

[removed: SPECIAL] [added: SPECIAL] NOTE REGARDING FORWARD-LOOKING [removed: STATEMENTS][added: STATEMENTS]

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

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

| • | the impact to our business resulting from the United Kingdom's [removed: decision to] exit [added: from] the European Union and the uncertainty surrounding [added: its future relationship with] the [removed: terms and conditions of such a withdrawal,] [added: European Union, including trade agreements,] as well as the related impact to global stock markets and currency exchange rates; |

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

| • | the impact of economic, political, and other conditions on us, our customers, suppliers, vendors, and [removed: lenders;] [added: lenders, including business disruptions related to pandemic diseases such as COVID-19 and political unrest such as the recent protests in Hong Kong;] |

| • | the potential impact on our operations and on our suppliers and customers resulting from [removed: natural or] man-made [removed: disasters;] [added: or natural disasters, including pandemic diseases such as COVID-19, severe weather, geological events, and other catastrophic events;] |

or

| | | | | |

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

| | | | | |

Yes ☑ No ☐

Yes ☐ No ☑

Yes ☑ No ☐

Yes ☑ No ☐

See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

| | | | |

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

| | | | |

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Yes ☐ No ☑

Forward-looking statements include, without limitation, statements regarding our future operating results and sources of liquidity (especially in light of the COVID 19 pandemic), the impact of our strategic plans, initiatives and capital expenses, and our ability to meet environmental, social, and governance goals.

| • | the impact to our business resulting from the COVID-19 pandemic, including the temporary closure of our stores, distribution centers, and corporate facilities, as well as those of our wholesale customers, licensing partners, suppliers, and vendors, and potential changes to consumer behavior, spending levels, and/or shopping preferences, such as their willingness to congregate in shopping centers or other populated locations; |

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

| | |

| --- | --- |

| • | our ability to achieve our goals regarding environmental, social, and governance practices; and |

| | |

| --- | --- |

under the heading of "Risk Factors." We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

| | |

| --- | --- |

10-K 1 rl-20190330x10k.htm 10-K

or

| | | |

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

corporate governance documents are available to stockholders without charge by written request to Investor Relations, Ralph Lauren Corporation, 625 Madison Avenue, New York, New York 10022.

The following table sets forth information relating to our key properties as of March [removed: 30, 2019:][added: 28, 2020:]

| [removed: Location] [added: Location] | | [removed: Use] [added: Use] | | [removed: Approximate Square Feet] [added: Approximate Square Feet] |

| Greensboro, NC | | Wholesale and retail distribution facility | | [removed: 439,000] [added: 337,700] |

| [removed: 625] [added: 650] Madison Avenue, [removed: NYC(a)] [added: NYC] | | [removed: Corporate offices] [added: Executive] and [added: corporate offices, design studio, and] showrooms | | [removed: 385,300] [added: 273,200] |

| 601 West 26th Street, NYC | | Corporate offices | | [removed: 275,300] [added: 304,900] |

| [removed: 650 Madison] [added: 7th] Avenue, NYC | | [removed: Executive and corporate] [added: Corporate] offices, design studio, and [added: Women's] showrooms | | [removed: 270,000] [added: 78,800] |

| [removed: Lyndhurst, NJ(a)] [added: Nutley, NJ] | | Corporate and retail administrative offices [added: and showrooms] | | [removed: 178,000] [added: 255,000] |

| [removed: Manhattan Place,] [added: Spinners Building,] Hong Kong | | Asia sourcing offices | | [removed: 46,000] [added: 67,000] |

As of March [removed: 30, 2019,] [added: 28, 2020,] we directly operated [removed: 501] [added: 530] retail stores, totaling approximately [removed: 4.0] [added: 4.1] million square feet.

See Item 1A — [removed: "Risk] [added: "*Risk] Factors — Our business is subject to risks associated with leasing real estate and other assets under long-term, non-cancellable [removed: leases."][added: leases.*"]

| | 38 | |

| 7th Avenue, NYC | | Corporate offices, design studio, and Women's showrooms | | 104,000 |

| | |

| --- | --- |

| (a) | In connection with our initiative to consolidate our corporate office footprint, we anticipate exiting these leased facilities during Fiscal 2020, with the related corporate functions relocating to our corporate office located at 601 West 26th Street in New York City and a new 255,000 square foot facility located in Nutley, New Jersey. |

| | 35 | |

[removed: PART II][added: PART II]

As of May [removed: 10, 2019,] [added: 22, 2020,] there were [removed: 681] [added: 667] holders of record of our Class A common stock and 6 holders of record of our Class B common stock.

No shares of our Class B common stock were converted into Class A common stock during the fiscal quarter ended March [removed: 30, 2019.][added: 28, 2020.]

The following table sets forth repurchases of shares of our Class A common stock during the fiscal quarter ended March [removed: 30, 2019:][added: 28, 2020:]

| | | [removed: Total] [added: Total] Number of Shares [removed: Purchased] [added: Purchased] | | | [removed: Average Price Paid per Share] [added: Average Price Paid per Share] | | | | [removed: Total] [added: Total] Number [removed: of Shares] [added: of Shares] Purchased [removed: as Part] [added: as Part] of [removed: Publicly Announced] [added: Publicly Announced] Plans [removed: or Programs] [added: or Programs] | | | [removed: Approximate Dollar Value] [added: Approximate Dollar Value] of [removed: Shares That] [added: Shares That] May Yet [removed: Be Purchased] [added: Be Purchased] Under [removed: the Plans] [added: the Plans] or [removed: Programs(b)] [added: Programs(b)] | | |

| | | | | | | | | | | | | [removed: (millions)] [added: (millions)] | | |

| December [removed: 30, 2018] [added: 29, 2019] to January [removed: 26, 2019] [added: 25, 2020] | | — | | | $ | — | | | — | | | $ | [removed: 700] [added: 732] | |

| [removed: (a)] [added: (a)] | Includes [removed: 5,591] [added: 11,827] 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. |

| [removed: (b)] [added: (b)] | As of March [removed: 30, 2019,] [added: 28, 2020,] the remaining availability under our Class A common stock repurchase program was approximately [removed: $630] [added: $580] million, reflecting the [removed: June 4, 2018] [added: May 13, 2019] approval by our Board of Directors to expand the program by up to an additional [removed: $1.000 billion of Class A common stock repurchases. On May 13, 2019, our Board of Directors approved a further expansion of the common stock repurchase program that allows us to repurchase up to an additional] $600 million of Class A common [removed: stock.] [added: stock repurchases.] Repurchases of shares of Class A common stock are subject to overall business and market conditions. [added: Accordingly, as a result of current business disruptions related to the COVID-19 pandemic, we have temporarily suspended our common stock repurchase program as a preemptive action to preserve cash and strengthen our liquidity.] |

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 500 Index and a peer group index of companies that we believe are closest to ours (the "Peer Group") for the period from March [removed: 29, 2014,] [added: 28, 2015,] the last day of our [removed: 2014] [added: 2015] fiscal year, through March [removed: 30, 2019,] [added: 28, 2020,] the last day of our [removed: 2019] [added: 2020] fiscal year.

The returns are calculated by assuming a $100 investment made on March [removed: 29, 2014] [added: 28, 2015] in Class A common stock or March 31, [removed: 2014] [added: 2015] in an index, with all dividends reinvested.

[removed: COMPARISON] [added: COMPARISON] OF 5 YEAR CUMULATIVE TOTAL [removed: RETURN][added: RETURN]

[removed: ][added: ]

| January 26, 2020 to February 22, 2020 | | 783,395 | | | 121.29 | | | | 783,395 | | | 637 | | |

| February 23, 2020 to March 28, 2020 | | 555,265 | | (a) | 104.18 | | | | 543,438 | | | 580 | | |

| | | 1,338,660 | | | | | | | 1,326,833 | | | | | |

| | 39 | |

| January 27, 2019 to February 23, 2019 | | — | | | — | | | | — | | | 700 | | |

| February 24, 2019 to March 30, 2019 | | 579,575 | | (a) | 121.93 | | | | 573,984 | | | 630 | | |

| | | 579,575 | | | | | | | 573,984 | | | | | |

| | 36 | |

See the [removed: "Index] [added: "*Index] to Consolidated Financial Statements and Supplementary [removed: Information,"] [added: Information*,"] and specifically [removed: "Selected] [added: "*Selected] Financial [removed: Information"] [added: Information*"] appearing at the end of this Annual Report on Form 10-K.

This selected financial data should be read in conjunction with Item 7 — [removed: "Management's] [added: "*Management's] Discussion and Analysis of Financial Condition and Results of [removed: Operations"] [added: Operations*"] and Item 8 — [removed: "Financial] [added: "*Financial] Statements and Supplementary [removed: Data"] [added: Data*"] included in this Annual Report on Form 10-K.

| | | |

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

| | | |

| | 40 | |

| | 72 | |

| | 67 | |

[removed: (a)] [added: (a)] Evaluation of Disclosure Controls and [removed: Procedures][added: Procedures]

[removed: (b)] [added: (b)] Management's Report on Internal Control Over Financial [removed: Reporting][added: Reporting]

[removed: (c)] [added: (c)] Changes in Internal Controls over Financial [removed: Reporting][added: Reporting]

[removed: There] [added: Except as discussed below, there] has been no change in our internal control over financial reporting during the fourth quarter of Fiscal [removed: 2019] [added: 2020] that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

[removed: Financial Reporting System Implementation] [added: *Implementation] and Reconfiguration [added: of Financial Reporting Systems*]

In connection with our initiative to integrate and upgrade our global systems and processes, we [removed: are in the process of migrating] [added: migrated] our [removed: Asian] [added: Asia] operations to a new financial reporting information technology system, Microsoft AX Dynamics 365, [removed: which is scheduled to go live beginning] in Fiscal 2020.

In addition to this system implementation, [added: during Fiscal 2020,] we [removed: are in the process of] [added: began] reconfiguring the financial reporting information technology system used by our [removed: European] [added: Europe] operations, SAP, in order to utilize enhanced financial reporting [removed: functionality, effective beginning in Fiscal 2020.][added: functionality.]

For a discussion of risks related to the implementation of new systems, see Item 1A — [removed: "Risk] [added: "*Risk] Factors — Our business could suffer if our computer systems and websites are disrupted or cease to operate [removed: effectively."][added: effectively.*"]

In addition to the changes discussed below, we have experienced varying degrees of business disruptions related to the COVID-19 pandemic, including periods of closure of our stores, distribution centers, and corporate facilities beginning during the fourth quarter of Fiscal 2020, as described within *"Recent Developments."* In response to the COVID-19 pandemic, we have taken various preemptive actions to preserve cash and strengthen our liquidity, including temporarily furloughing and/or reducing work hours for a significant portion of both our store and corporate employees, with those corporate employees not furloughed in affected regions working remotely.

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

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

See Item 1A — *"Risk Factors — Infectious disease outbreaks, such as the recent COVID-19 pandemic, could have a material adverse effect on our business"* for additional discussion regarding risks to our business associated with the COVID-19 pandemic.

| | 73 | |

*Leases*

In connection with our adoption of ASU 2016-02 as of the beginning of the first quarter of Fiscal 2020, changes were made to certain lease-related processes and control activities, including information systems, in order to monitor and maintain appropriate controls over financial reporting.

We will continue to evaluate and monitor our internal controls as our lease-related processes and procedures evolve.

See Note 4 to the accompanying consolidated financial statements for additional discussion regarding our adoption of ASU 2016-02.

However, as discussed below, we are in the process of implementing and reconfiguring certain financial reporting systems that will go live beginning in Fiscal 2020.

| | 68 | |

[removed: PART III][added: PART III]

On May 26, 2020, we and certain of our foreign subsidiaries (collectively with the Company, the "Borrowers") entered into the First Amendment (the "Amendment") to the Global Credit Facility with JPMorgan Chase Bank, N.A., as administrative agent (the "Administrative Agent").

The Amendment amended our Global Credit Facility as further described in Note 11 to the accompanying consolidated financial statements.

On May 26, 2020, the Borrowers entered into a new credit facility (the "364 Day Facility") with JPMorgan Chase Bank, N.A., as administrative agent, the Bank of America, N.A. as syndication agent, Deutsche Bank Securities, Inc., ING Bank N.V., Dublin Branch, Sumitomo Mitsui Banking Corporation and HSBC Bank USA, N.A., as co-documentation agents, and a syndicate of financial institutions and institutional lenders (the "Lenders").

The 364 Day Facility provides for an additional $500 million senior unsecured revolving line of credit that matures on May 25, 2021, or earlier in the event we are able to obtain other additional financing, as described in Note 11 to the accompanying consolidated financial statements.

In the ordinary course of their business, the Administrative Agent, the Lenders and certain of their affiliates have in the past or may in the future engage in investment and commercial banking or other transactions of a financial nature with the Company or its affiliates, including the provision of certain advisory services and the making of loans to the Company and its affiliates.

The summary in this Annual Report on Form 10-K of the Amendment and the 364 Day Facility does not purport to be complete and is qualified in its entirety by reference to conformed copy of the Global Credit Facility as amended by the Amendment and the 364 Day Facility, each of which is attached hereto as Exhibits 10.41 and 10.42, respectively.

Not applicable.

Information relating to our directors and corporate governance will be set forth in the Company's proxy statement for its [removed: 2019] [added: 2020] annual meeting of stockholders to be filed within 120 days after March [removed: 30, 2019] [added: 28, 2020] (the "Proxy Statement") and is incorporated by reference herein.

Information relating to our executive officers is set forth in Item 1 of this Annual Report on Form 10-K under the caption [removed: "Information] [added: "*Information] About Our Executive [removed: Officers."][added: Officers*."]

We also have a Code of Business Conduct and Ethics that covers the Company's [removed: directors, officers, and employees.]

| | | |

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

| | | |

| | 74 | |

directors, officers, and employees.

[removed: Equity] [added: Equity] Compensation Plan [removed: Information][added: Information]

The following table sets forth information as of March [removed: 30, 2019] [added: 28, 2020] regarding compensation plans under which the Company's equity securities are authorized for issuance:

| [removed: Plan Category] [added: Plan Category] | | [removed: Numbers of Securities] [added: Numbers of Securities] to [removed: be Issued upon Exercise of Outstanding Options, Warrants and Rights] [added: be Issued upon Exercise of Outstanding Options, Warrants and Rights] | | | [removed: Weighted-Average Exercise] [added: Weighted-Average Exercise] Price [removed: of Outstanding] [added: of Outstanding] Options [removed: ($)] [added: ($)] | | | | [removed: Number] [added: Number] of [removed: Securities Remaining] [added: Securities Remaining] Available [removed: for Future] [added: for Future] Issuance [removed: Under Equity Compensation Plans (Excluding Securities] [added: Under Equity Compensation Plans (Excluding Securities] Reflected [removed: in Column (a))] [added: in Column (a))] | | |

| [removed: (2)] [added: (2)] | Represents the weighted-average exercise price of outstanding stock options. |

| [removed: (3)] [added: (3)] | All of the securities remaining available for future issuance set forth in column (c) may be in the form of options, stock appreciation rights, restricted stock, restricted stock units, performance awards, or other stock-based awards under the Company's [removed: 1997 Incentive Plan and 2010] [added: 2019] Incentive [removed: Plan (the "Plans").] [added: Plan.] An additional [removed: 10,224] [added: 3,584] outstanding shares of restricted stock granted under the Company's Plans that remain subject to forfeiture are not reflected in column (c). |

| | | (a) | | | (b) | | | | (c) | | |

| Equity compensation plans approved by security holders | | 3,249,194 | | (1) | $ | 169.37 | | (2) | 3,765,684 | | (3) |

| Total | | 3,249,194 | | | $ | 169.37 | | | 3,765,684 | | |

| (1) | Consists of 517,602 options to purchase shares of our Class A common stock and 2,731,592 restricted stock units that are payable solely in shares of Class A common stock (including 469,853 service-based restricted stock units that have fully vested but for which the underlying shares have not yet been delivered as of March 28, 2020). Does not include 3,584 outstanding restricted shares that are subject to forfeiture. |

| | | (a) | | | (b) | | | | (c) | | |

| Equity compensation plans approved by security holders | | 3,491,022 | | (1) | $ | 162.53 | | (2) | 2,858,998 | | (3) |

| Total | | 3,491,022 | | | $ | 162.53 | | | 2,858,998 | | |

| (1) | Consists of 834,329 options to purchase shares of our Class A common stock and 2,656,693 restricted stock units that are payable solely in shares of Class A common stock (including 458,641 service-based restricted stock units that have |

| | | |

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

| | 69 | |

fully vested but for which the underlying shares have not yet been delivered as of March 30, 2019).

Does not include 10,224 outstanding restricted shares that are subject to forfeiture.

[removed: PART IV][added: PART IV]

| | | |

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

| | | |

| | 75 | |

| [removed: Exhibit Number |] [added: Exhibit Number] | [removed: Description] [added: Description] |

| 3.1 | [removed: |] [Amended and Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Company's Registration Statement on Form S-1 (File No. 333-24733) (the "S-1"))](http://www.sec.gov/Archives/edgar/data/1037038/0000950123-97-004911.txt) |

| 3.2 | [removed: |] [Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Form 8-K filed August 16, 2011)](http://www.sec.gov/Archives/edgar/data/1037038/000095014211001462/eh1100604-ex0301.htm) |

| 3.3 | [removed: |] [Fourth Amended and Restated By-laws of the Company (filed as Exhibit 3.3 to the Form 10-Q for the quarterly period ended July 1, 2017)](http://www.sec.gov/Archives/edgar/data/1037038/000103703817000008/rl-20170701x10qex33.htm) |

| 4.1 | [removed: |] [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 Form 8-K filed September 26, 2013)](http://www.sec.gov/Archives/edgar/data/1037038/000119312513380171/d603749dex41.htm) |

| 4.2 | [removed: |] [Second Supplemental Indenture, dated as of August 18, 2015, by and between the Company and Wells Fargo Bank, National Association (filed as Exhibit 4.2 to the Form 8-K filed August 18, 2015)](http://www.sec.gov/Archives/edgar/data/1037038/000119312515294668/d82935dex42.htm) |

| 4.3 | [removed: |] [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 Form 8-K filed August 9, 2018)](http://www.sec.gov/Archives/edgar/data/1037038/000119312518244504/d605912dex42.htm) |

| 10.1 | [removed: |] [Registration Rights Agreement dated as of June 9, 1997 by and among Ralph Lauren, GS Capital Partners, L.P., GS Capital Partner PRL Holding I, L.P., GS Capital Partners PRL Holding II, L.P., Stone Street Fund 1994, L.P., Stone Street 1994 Subsidiary Corp., Bridge Street Fund 1994, L.P., and the Company (filed as Exhibit 10.3 to the S-1)](http://www.sec.gov/Archives/edgar/data/1037038/0000950123-97-004911.txt) |

| 10.2 | [removed: |] [Form of Indemnification Agreement between the Company and its Directors and Executive Officers (filed as Exhibit 10.26 to the [removed: S-1)](http://www.sec.gov/Archives/edgar/data/1037038/0000950123-97-004911.txt)] [added: S-1)†](http://www.sec.gov/Archives/edgar/data/1037038/0000950123-97-004911.txt)] |

| 10.3 | [removed: |] [Amended and Restated Employment Agreement, effective as of April 2, 2017, between the Company and Ralph Lauren (filed as Exhibit 10.1 to the Form 8-K filed March 31, 2017)†](http://www.sec.gov/Archives/edgar/data/1037038/000095014217000682/eh1700461_ex1001.htm) |

| 10.4 | [removed: |] [Employment Agreement, dated May 13, 2017, between the Company and Patrice Louvet (filed as Exhibit 10.1 to the Form 8-K filed May 17, 2017)†](http://www.sec.gov/Archives/edgar/data/1037038/000095014217001057/eh1700645_ex1001.htm) |

| 10.5 | [removed: |] [Amendment No. 1 to the Employment Agreement, dated June 30, 2017, between the Company and Patrice Louvet (filed as Exhibit 10.1 to the Form 10-Q for the quarterly period ended July 1, 2017)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703817000008/rl-20170701x10qex101.htm) |

| 10.6 | [removed: |] [Amended and Restated Employment Agreement, effective as of April 4, 2016, between the Company and Valérie Hermann (filed as Exhibit 10.1 to the Form 8-K filed May 4, 2016)†](http://www.sec.gov/Archives/edgar/data/1037038/000095014216003655/eh1600565_ex1001.htm) |

| 10.7 | [removed: |] [Amendment No. 1 to the Amended and Restated Employment Agreement, dated as of November 9, 2016, between the Company and Valérie Hermann (filed as Exhibit 10.1 to the Form 10-Q for the quarterly period ended October 1, 2016)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703816000024/rl-20161001x10qex101.htm) |

| [removed: 10.8 |] [added: 10.10] | [Amended and Restated Employment Agreement, dated February 28, 2019, between the Company and Jane Nielsen (filed as Exhibit 10.1 to the Form 8-K filed March 1, 2019)†](http://www.sec.gov/Archives/edgar/data/1037038/000095014219000380/eh1900294_ex1001.htm) |

| [removed: 10.9 |] [added: 10.12] | [Restricted Stock Unit Award Agreement, dated as of June 8, 2004, between the Company and Ralph Lauren (filed as Exhibit 10.15 to the Company's Annual Report on Form 10-K for the fiscal year ended April 2, 2005)†](http://www.sec.gov/Archives/edgar/data/1037038/000095012305008114/y10404exv10w15.htm) |

| [removed: 10.10 |] [added: 10.19] | [removed: [Executive Officer Annual] [added: [2019 Long-Term Stock] Incentive [removed: Plan, as amended as of August 9, 2012] [added: Plan] (filed as Appendix [removed: B] [added: C] to the Company's Definitive Proxy Statement dated [removed: July 2, 2012)†](http://www.sec.gov/Archives/edgar/data/1037038/000119312512292117/d373886ddef14a.htm)] [added: June 21, 2019)†](http://www.sec.gov/Archives/edgar/data/1037038/000119312519178914/d729878ddef14a.htm#tx729878_104)] |

| [removed: 10.11 |] [added: 10.13] | [Executive Officer Annual Incentive Plan, as amended as of August 10, 2017 (filed as Exhibit 10.2 to the Form 10-Q for the quarterly period ended July 1, 2017)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703817000008/rl-20170701x10qex102.htm) |

| [removed: 10.12 |] [added: 10.15] | [1997 Long-Term Stock Incentive Plan, as Amended and Restated as of August 12, 2004 (filed as Exhibit 99.1 to the Form 8-K filed October 4, 2004)†](http://www.sec.gov/Archives/edgar/data/1037038/000095014204003417/ex99-1form8k_081204.txt) |

| [removed: 10.13 |] [added: 10.16] | [Amendment, as of June 30, 2006, to the 1997 Long-Term Stock Incentive Plan, as Amended and Restated as of August 12, 2004 (filed as Exhibit 10.4 to the Form 10-Q for the quarterly period ended July 1, 2006)†](http://www.sec.gov/Archives/edgar/data/1037038/000095012306010353/y23830exv10w4.htm) |

| [removed: 10.14 |] [added: 10.17] | [Amendment No. 2, dated as of May 21, 2009, to the 1997 Long-Term Stock Incentive Plan, as Amended and Restated as of August 12, 2004 (filed as Exhibit 10.26 to the Company's Annual Report on Form 10-K for the fiscal year ended March 28, 2009)†](http://www.sec.gov/Archives/edgar/data/1037038/000095012309009558/y77331exv10w26.htm) |

| [removed: 10.15 |] [added: 10.18] | [Amended and Restated 2010 Long-Term Incentive Plan, amended as of August 11, 2016 (filed as Exhibit 10.4 to the Form 10-Q for the quarterly period ended July 2, 2016)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703816000022/rl-20160702x10qex104.htm) |

| [removed: 10.16 |] [added: 10.20] | [Cliff Restricted Performance Share Unit Award Overview containing the standard terms of cliff restricted performance share unit awards under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.25 to the Company's Annual Report on Form 10-K for the fiscal year ended March 29, 2014 (the "Fiscal 2014 10-K"))†](http://www.sec.gov/Archives/edgar/data/1037038/000103703814000006/rl-20140329x10kex1025.htm) |

| [removed: 10.17 |] [added: 10.21] | [Pro-Rata Restricted Performance Share Unit Award Overview containing the standard terms of restricted performance share unit awards under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.26 to the Fiscal 2014 10-K)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703814000006/rl-20140329x10kex1026.htm) |

| [removed: 10.18 |] [added: 10.22] | [Stock Option Award Overview containing the standard terms of stock option awards under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.27 to the Fiscal 2014 10-K)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703814000006/rl-20140329x10kex1027.htm) |

| [removed: 10.19 |] [added: 10.23] | [Cliff Restricted Performance Share Unit with TSR Modifier Award Overview containing the standard terms of cliff restricted performance share unit awards under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.28 to the Fiscal 2014 10-K)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703814000006/rl-20140329x10kex1028.htm) |

| [removed: 10.20 |] [added: 10.24] | [Form of Performance Share Unit Award Agreement under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.38 to the Company's Annual Report on Form 10-K for the fiscal year ended March 28, 2015 (the "Fiscal 2015 10-K"))†](http://www.sec.gov/Archives/edgar/data/1037038/000103703815000006/rl-20150328x10kex1038.htm) |

| [removed: 10.21 |] [added: 10.25] | [Form of Performance-Based Restricted Stock Unit Award Agreement under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.39 to the Fiscal 2015 10-K)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703815000006/rl-20150328x10kex1039.htm) |

| [removed: 10.22 |] [added: 10.26] | [Form of Restricted Stock Unit Award Agreement under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.1 to the Form 10-Q for the quarterly period ended June 27, 2015)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703815000009/rl-20150627x10qex101.htm) |

| [removed: 10.23 |] [added: 10.39] | [Form of Non-Employee Director Restricted Stock [added: Unit] Award Agreement under the [removed: Amended and Restated 2010] [added: 2019] Long-Term Stock Incentive Plan (filed as Exhibit [removed: 10.37] [added: 10.5] to the [removed: Company's Annual Report on] Form [removed: 10-K] [added: 10-Q] for the [removed: fiscal year] [added: quarterly period] ended [removed: April 2, 2016 (the "Fiscal 2016 10-K")†](http://www.sec.gov/Archives/edgar/data/1037038/000103703816000019/rl-20160402x10kex1037.htm)] [added: September 28, 2019)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703819000010/rl-20190928x10qex105.htm)] |

| [removed: 10.24 |] [added: 10.27] | [Performance Share Unit Award Overview containing the standard terms of performance share unit awards under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.1 to the Form 10-Q for the quarterly period ended September 30, 2017)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703817000010/rl-20170930x10qex101.htm) |

| [removed: 10.25 |] [added: 10.28] | [Performance-Based Restricted Stock Unit - Award Notification containing the standard terms of performance-based restricted stock unit awards under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.2 to the Form 10-Q for the quarterly period ended September 30, 2017)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703817000010/rl-20170930x10qex102.htm) |

| [removed: 10.26 |] [added: 10.29] | [Restricted Stock Unit Overview containing the standard terms of restricted stock unit awards under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.3 to the Form 10-Q for the quarterly period ended September 30, 2017)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703817000010/rl-20170930x10qex103.htm) |

| [removed: 10.27 |] [added: 10.30] | [removed: [Form of Non-Employee Director Restricted Stock] [added: [Performance Share] Unit Award [removed: Agreement] [added: Overview containing the standard terms of performance share unit awards] under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.1 to the Form 10-Q [removed: filed on August 3, 2018)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703818000010/rl-20180630x10qex101.htm)] [added: for the quarterly period ended December 29, 2018)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703819000002/rl-20181229x10qex101.htm)] |

| [removed: 10.28 |] [added: 10.31] | [removed: [Performance Share] [added: [Performance-Based Restricted Stock] Unit [added: -] Award [removed: Overview] [added: Notification] containing the standard terms of [removed: performance share] [added: performance-based restricted stock] unit awards under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit [removed: 10.1] [added: 10.2] to the Form 10-Q for the quarterly period ended December 29, [removed: 2018)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703819000002/rl-20181229x10qex101.htm)] [added: 2018)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703819000002/rl-20181229x10qex102.htm)] |

| [removed: 10.29 |] [added: 10.32] | [removed: [Performance-Based Restricted] [added: [Restricted] Stock Unit [removed: - Award Notification] [added: Overview] containing the standard terms of [removed: performance-based] restricted stock unit awards under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit [removed: 10.2] [added: 10.3] to the Form 10-Q for the quarterly period [removed: ended] December 29, [removed: 2018)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703819000002/rl-20181229x10qex102.htm)] [added: 2018)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703819000002/rl-20181229x10qex103.htm)] |

| [removed: 10.30 |] [added: 10.35] | [Restricted Stock Unit Overview containing the standard terms of restricted stock unit awards under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit [removed: 10.3] [added: 10.4] to the Form 10-Q for the quarterly period [removed: December] [added: ended June] 29, [removed: 2018)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703819000002/rl-20181229x10qex103.htm)] [added: 2019)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703819000008/rl-20190629x10qex104.htm)] |

| [removed: 10.31 |] [added: 10.41*] | [removed: [Amended and Restated Credit] [added: [Credit] Agreement, dated as of [removed: February 11, 2015,] [added: August 12, 2019 and as amended by the First Amendment, dated as of May 26, 2020,] among the Company, [removed: Acqui Polo C.V., Polo Fin] [added: Ralph Lauren Europe Sàrl, RL Finance] B.V. and Ralph Lauren Asia Pacific [removed: Limited,] [added: Limited] as the borrowers, the lenders party thereto, Bank of America, N.A., as syndication agent, Wells Fargo Bank, N.A., HSBC Bank USA, [removed: N.A.] [added: N.A., ING Bank N.V., Dublin Branch,] and Deutsche Bank Securities Inc., as co-documentation agents, and JPMorgan Chase Bank, N.A., as administrative [removed: agent (the "2015 Credit Agreement") (filed as Exhibit 10.1 to the Form 8-K filed February 18, 2015)](http://www.sec.gov/Archives/edgar/data/1037038/000093244015000067/exh10-1_3944431.htm)] [added: agent](https://www.sec.gov/Archives/edgar/data/1037038/000103703820000014/rl-20200328x10kex1041.htm)] |

| [removed: 10.33 |] [added: 10.40] | [Amended and Restated Polo Ralph Lauren Supplemental Executive Retirement Plan (filed as Exhibit 10.1 to the Company's Form 10-Q for the quarterly period ended December 31, 2005)†](http://www.sec.gov/Archives/edgar/data/1037038/000095012306001404/y17243exv10w1.htm) |

| 14.1 | [removed: |] [Code of Ethics for Principal Executive Officers and Senior Financial Officers (filed as Exhibit 14.1 to the Company's Annual Report on Form 10-K for the fiscal year ended March 29, 2003 and available, as amended, on the Company's Internet site)](http://www.sec.gov/Archives/edgar/data/1037038/000095012303007248/y87538exv14w1.txt) |

| 4.4* | [Description of Securities Registered Under Section 12 of the Exchange Act](https://www.sec.gov/Archives/edgar/data/1037038/000103703820000014/rl-20200328x10kex44.htm) |

| 10.8 | [Employment Separation Agreement and Release, between the Company and Valérie Hermann (filed as Exhibit 10.1 to the Form 8-K filed July 19, 2019)†](http://www.sec.gov/Archives/edgar/data/1037038/000095014219001592/eh1900922_ex1001.htm) |

| 10.9 | [Amendment No. 1 to the Employment Separation Agreement and Release, effective as of November 6, 2019, between the Company and Valérie Hermann (filed as Exhibit 10.1 to the Form 10-Q for the quarterly period ended September 28, 2019)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703819000010/rl-20190928x10qex101.htm) |

| 10.11* | [Amended and Restated Employment Agreement, effective as of March 31, 2019, between the Company and Howard Smith†](https://www.sec.gov/Archives/edgar/data/1037038/000103703820000014/rl-20200328x10kex1011.htm) |

| 10.14* | [Executive Officer Annual Incentive Plan, as amended as of May 20, 2020†](https://www.sec.gov/Archives/edgar/data/1037038/000103703820000014/rl-20200328x10kex1014.htm) |

| | 76 | |

| Exhibit Number | Description |

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

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

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

| | 77 | |

| Exhibit Number | Description |

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

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

| 10.42* | [Credit Agreement, dated as of May 26, 2020, among the Company, Ralph Lauren Europe Sàrl, RL Finance B.V. and Ralph Lauren Asia Pacific Limited as the borrowers, the lenders party thereto, Bank of America, N.A., as syndication agent, Deutsche Bank Securities Inc., ING Bank N.V., Dublin Branch, Sumitomo Mitsui Banking Corporation and HSBC Bank USA, N.A., as co-documentation agents, and JPMorgan Chase Bank, N.A., as administrative agent](https://www.sec.gov/Archives/edgar/data/1037038/000103703820000014/rl-20200328x10kex1042.htm) |

| 101.INS* | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |

| 101.SCH* | XBRL Taxonomy Extension Schema Document. |

| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document. |

| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document. |

| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document. |

| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document. |

| | 78 | |

| | 79 | |

| Signature | | Title | | Date |

| | 80 | |

RALPH LAUREN CORPORATION

| Operating lease right-of-use assets | | 1,511.6 | | | | — | | |

| Current operating lease liabilities | | 288.4 | | | | — | | |

| Long-term operating lease liabilities | | 1,568.3 | | | | — | | |

RALPH LAUREN CORPORATION

RALPH LAUREN CORPORATION

| Net income | | $ | 384.3 | | | $ | 430.9 | | | $ | 162.8 | |

RALPH LAUREN CORPORATION

| Net income | | $ | 384.3 | | | $ | 430.9 | | | $ | 162.8 | |

| Bad debt expense | | 58.7 | | | | 0.4 | | | | 10.2 | | |

| Inventories | | 72.3 | | | | (83.6 | | ) | | 65.4 | | |

| Proceeds from credit facilities | | 475.0 | | | | — | | | | 10.1 | | |

| Repayments of borrowings on credit facilities | | — | | | | (9.9 | | ) | | — | | |

RALPH LAUREN CORPORATION

| Cumulative adjustment from adoption of new accounting standards | | | | | | | | | | | | | (5.1 | | ) | | | | | | | | | | | | | (5.1 | | ) |

| | | |

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

| | 70 | |

| | 71 | |

| 10.32 | | [First Amendment to the 2015 Credit Agreement, dated as of March 22, 2016, among the Company, Acqui Polo C.V., RL Finance B.V. (formerly known as Polo Fin B.V.) and Ralph Lauren Asia Pacific Limited, as the borrowers, the lenders parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents parties thereto (filed as Exhibit 10.39 to the Fiscal 2016 10-K)](http://www.sec.gov/Archives/edgar/data/1037038/000103703816000019/rl-20160402x10kex1039.htm) |

| 101* | | Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets at March 30, 2019 and March 31, 2018, (ii) the Consolidated Statements of Operations for the fiscal years ended March 30, 2019, March 31, 2018, and April 1, 2017, (iii) the Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended March 30, 2019, March 31, 2018, and April 1, 2017, (iv) the Consolidated Statements of Cash Flows for the fiscal years ended March 30, 2019, March 31, 2018, and April 1, 2017, (v) the Consolidated Statements of Equity for the fiscal years ended March 30, 2019, March 31, 2018, and April 1, 2017, and (vi) the Notes to the Consolidated Financial Statements. |

| | 72 | |

| | | | | |

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

| /S/ ARNOLD H. ARONSON | | Director | | May 16, 2019 |

| Arnold H. Aronson | | | | |

| | 73 | |

| | 74 | |

| EX-21.1 | | |

| EX-23.1 | | |

| EX-31.1 | | |

| EX-31.2 | | |

| EX-32.1 | | |

| EX-32.2 | | |

| EX-101 | INSTANCE DOCUMENT | |

| EX-101 | SCHEMA DOCUMENT | |

| EX-101 | CALCULATION LINKBASE DOCUMENT | |

| EX-101 | LABELS LINKBASE DOCUMENT | |

| EX-101 | PRESENTATION LINKBASE DOCUMENT | |

| EX-101 | DEFINITION LINKBASE DOCUMENT | |

| Inventories | | (90.8 | | ) | | 57.8 | | | | 120.4 | | |

| Repayments of short-term debt | | (9.9 | | ) | | — | | | | (3,851.3 | | ) |

| Proceeds from the issuance of long-term debt | | 398.1 | | | | — | | | | — | | |

| Balance at April 2, 2016 | | 126.9 | | | $ | 1.2 | | | $ | 2,257.5 | | | $ | 6,015.0 | | | 44.0 | | | $ | (4,348.7 | ) | | $ | (181.5 | ) | | $ | 3,743.5 | |

| Net loss | | | | | | | | | | | | | (99.3 | | ) | | | | | | | | | | | | | | | |

| Total comprehensive loss | | | | | | | | | | | | | | | | | | | | | | | | | | | | (116.2 | | ) |

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

| (c) | Includes an excess tax shortfall relating to stock-based compensation plans of $17.3 million in Fiscal 2017. In Fiscal 2018, the Company adopted ASU 2016-09 (as defined in Note 10), which requires such excess tax benefits and shortfalls be reflected prospectively as income tax benefit (provision) in the consolidated statements of operations. |

| Fiscal 2020 | | $ | 93.5 | |

| Total | | $ | 257.3 | |

See Note 4 for discussion of the Company's adoption of the new revenue recognition accounting standard as of the beginning of the first quarter of Fiscal 2019 and the resulting impact to its consolidated financial statements.

| | | April 1, 2017 | | | | | | | | | | | | | | | | | | |

| Wholesale | | $ | 2,006.5 | | | $ | 712.0 | | | $ | 48.0 | | | $ | 25.8 | | | $ | 2,792.3 | |

| Retail | | 1,776.5 | | | | 831.4 | | | | 834.5 | | | | 234.4 | | | | 3,676.8 | | |

| Licensing | | — | | | | — | | | | — | | | | 183.7 | | | | 183.7 | | |