Ralph Lauren (RL) 10-K risk factor changes: FY2021 vs FY2020

Any of the following risk factors could materially adversely affect our business, [added: including] our prospects, [removed: our] results of operations, [removed: our] financial condition, [removed: our] liquidity, the trading price of our securities, and/or the actual outcome of matters as to which forward-looking statements are made in this report.

Additional risks and uncertainties not currently known to us or that we currently view as immaterial may also materially adversely affect our [removed: business, results of operations, and financial condition] [added: business] in future periods or if circumstances change.

The loss of the services of Mr. Ralph [removed: Lauren, members of] [added: Lauren or any other changes to] our executive [added: and senior] management [removed: team,] [added: team may be disruptive to,] or [removed: other key personnel could have a material adverse effect on] [added: cause uncertainty in,] our business.

The death or disability of Mr. R. Lauren or other extended or permanent loss of his services, or any negative market or industry perception with respect to him or arising from his loss, could have a material adverse effect on our [removed: business, results of operations, and financial condition.][added: business.]

We also depend on the service and management experience of other key executive officers and [removed: other] members of senior management who have substantial experience and expertise in our industry and our business and have made significant contributions to our growth and success.

Infectious disease outbreaks, such as the [removed: 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 [removed: recent] novel strain of coronavirus commonly referred to as COVID-19.

[removed: COVID-19] [added: COVID-19, which emerged beginning in the fourth quarter of Fiscal 2020,] has spread rapidly across the [removed: globe in recent months,] [added: globe,] 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 [added: periodically] imposed varying degrees of preventative and protective actions, such as temporary travel bans, [added: stay-at-home orders, and] forced business [removed: closures,] [added: closures or other operational restrictions, including reduced capacity limits] and [removed: stay-at-home orders,] [added: operating hours,] all in an effort to reduce the spread of the virus.

[removed: In connection with] [added: As a result of] 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 — [removed: "*Business*] [added: *"Business] — [removed: *Recent Developments.*" The COVID-19 pandemic remains highly volatile and continues to evolve on] [added: Recent Developments."* Collectively, these disruptions have had] a [removed: daily basis.][added: material adverse impact on our business throughout Fiscal 2021.]

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

Potential impacts to our business include, but are not limited [removed: to, the following:][added: to:]

[removed: | • |] [added: -] our ability to successfully execute our long-term growth [removed: strategy during these uncertain times; |][added: strategy;]

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

[removed: | • |] [added: -] the potential build-up of excess inventory as a result of store closures and/or lower consumer [removed: 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; |][added: demand;]

[removed: | • |] [added: -] supply chain disruptions resulting from closed factories, reduced workforces, scarcity of raw materials, and scrutiny or embargoing of goods produced in infected [removed: areas; |][added: areas, including any related cost increases;]

[removed: | • |] [added: -] 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 [removed: in] [added: with] regard to their own obligations; [removed: |]

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

[removed: | • |] [added: -] our ability to maintain an effective system of internal controls and compliance with the requirements under the Sarbanes-Oxley Act of [removed: 2002; and |][added: 2002.]

[removed: | • |] [added: -] diversion of management attention and resources from ongoing business activities and/or a decrease in employee [removed: morale. |][added: morale; and]

[removed: | • | man-made or natural disasters, including] [added: -] pandemic [removed: diseases] [added: diseases,] such as COVID-19; [removed: |][added: and]

Unfavorable economic conditions and other factors, such as [removed: disease pandemics] [added: pandemic diseases] 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.

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

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

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

Any of these outcomes could have a material adverse effect on our [removed: business, results of operations, and financial condition.][added: business.]

[removed: During Fiscal 2020, sales] [added: Sales] to our three largest wholesale [removed: customers,] [added: customers] accounted for approximately [removed: 18%] [added: 14%] of total net revenues for Fiscal [removed: 2020,] [added: 2021,] and [removed: constituted] [added: these customers accounted for] approximately [removed: 32%] [added: 30%] of our total gross trade accounts receivable outstanding as of March [removed: 28, 2020.][added: 27, 2021.]

[removed: A decision by the controlling owner of a group of stores or any other significant customer, whether motivated by economic] conditions, [removed: financial difficulties, competitive conditions,] or otherwise, to decrease or eliminate the amount of merchandise purchased from us or our licensing partners or to change their manner of doing business with us or our licensing partners or their new strategic and operational initiatives, including their continued focus on further development of their "private label" initiatives, could have a material adverse effect on our [removed: business, results of operations, and financial condition.][added: business.]

[removed: Additionally, as a result of the COVID-19 pandemic, our] [added: Our] wholesale customers have experienced significant business [removed: disruptions,] [added: disruptions as a result of the pandemic,] including [removed: reduced traffic and] [added: declines in retail traffic,] temporary store [removed: closures.][added: closures, and other operational restrictions.]

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 [removed: business, results of operations, and financial condition.][added: business.]

Further, [added: even] prior to the COVID-19 pandemic, certain of our large wholesale customers, particularly those located in the U.S., have been highly promotional and have aggressively marked down their merchandise, including our products.

The continuation of such promotional activity could negatively impact our brand image and/or lead to requests from those customers for increased markdown allowances at the end of the [removed: season, which could have a material adverse effect on our business, results of operations, and financial condition.][added: season.]

In response and in connection with our growth plan, we strategically reduce shipments to certain of our customers [added: and close less productive doors] when deemed appropriate.

The department store sector has also experienced numerous consolidations, restructurings, reorganizations, and other ownership changes in recent years, which could potentially increase in frequency [removed: in the near-term given] [added: as a result of prolonged periods of adverse economic conditions, such as those being caused by] the COVID-19 [removed: pandemic.][added: pandemic, or changes in consumer shopping preferences, such as the increasing shift away from traditional brick and mortar wholesale retailers to larger online retailers.]

Our inability to collect on our trade accounts receivable from any one of these customers could have a material adverse effect on our [removed: business, results of operations, and financial condition.][added: business.]

See Item 1 — [removed: "*Business*] [added: *"Business] — [removed: *Wholesale] [added: Wholesale] Credit [removed: Control.*"][added: Control."*]

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

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

[removed: A disruption in the ability of our significant customers to access liquidity] could cause serious disruptions or an overall deterioration of their businesses which could lead to a significant reduction in their future orders of our products and the inability or failure on their part to meet their payment obligations to us, any of which could have a material adverse effect on our [removed: business, results of operations, and financial condition.][added: business.]

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 [removed: within this "Risk Factors" section of our Form 10-K.][added: herein.]

Risks Related to Macroeconomic Conditions

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

Despite the introduction of COVID-19 vaccines, the pandemic remains highly volatile and continues to evolve.

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

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

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

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

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

Many economic and other factors outside of our control affect the level of consumer spending in the apparel, footwear, accessory, and home product industries, including, among others, man-made or natural disasters, including pandemic diseases such as COVID-19; consumer perceptions of personal well-being and safety; consumer perceptions of current and future economic conditions; employment levels and wage rates; stock market performance; inflation; interest rates; foreign currency exchange rates; the housing market; consumer debt levels; the availability of consumer credit; commodity prices, including fuel and energy costs; taxation; general domestic and international political conditions; the threat, outbreak, or escalation of terrorism, military conflicts, or other hostilities; and weather conditions.

Stay-at-home orders, social gathering restrictions, and work-from-home arrangements, such as those resulting from the COVID-19 pandemic, may also diminish consumers’ demand for luxury apparel products.

A disruption in the ability of our significant customers to access liquidity

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Risks Related to our Strategic Initiatives and Restructuring Activities

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The COVID-19 pandemic has further amplified this trend due in part to travel bans, stay-at-home orders, forced business closures, and other operational restrictions, which impede upon the ease at which consumers can shop at brick and mortar locations.

Many consumers may also prefer to avoid populated locations, such as indoor shopping centers, in fear of exposing themselves to the virus or other infectious diseases.

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Risks Related to our Business and Operations

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

Over the course of our international expansion, we have experienced conflicts with various third parties that have acquired or

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The loss of the services of any of our key executive officers or other members of senior management, or one or more of our other key personnel, or the concurrent loss of several of these individuals or any negative public perception with respect to these individuals, could also have a material adverse effect on our business, results of operations, and financial condition.

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| • | 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; |

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Many economic and other factors outside of our control affect the level of consumer spending in the apparel, footwear, accessory, and home product industries, including, among others:

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

| • | consumer perceptions of current and future economic conditions; |

| • | employment levels and wage rates; |

| • | stock market performance; |

| • | inflation; |

| • | interest rates; |

| • | foreign currency exchange rates; |

| • | the housing market; |

| • | consumer debt levels; |

| • | the availability of consumer credit; |

| • | commodity prices, including fuel and energy costs; |

| • | taxation; |

| • | general domestic and international political conditions; |

| • | the threat, outbreak, or escalation of terrorism, military conflicts, or other hostilities; and |

| • | weather conditions. |

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This could have a material adverse effect on our business, results of operations, and financial condition.

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Any such actions could result in a reduction in the number of stores that carry our products, and the stores that remain open may purchase fewer of our products and/or reduce the retail floor space designated to our brands.

There can be no assurance that consolidations, restructurings, reorganizations, or other ownership changes in the department store sector will not have a material adverse effect on our business, results of operations, and financial condition.

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

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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.

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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.

| • | pandemic diseases, such as COVID-19; and |

There have also been recent changes to U.S. participation in, and discussion regarding the potential renegotiation of, certain international trade agreements such as the North American Free Trade Agreement, now known as the U.S.-Mexico-Canada Agreement.

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We utilize a 52-53 week fiscal year ending on the Saturday [removed: closest to] [added: immediately before or after] March 31.

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

[removed: | *•* | *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 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: |]

[removed: | • |] [added: -] *Results of operations.* This section provides an analysis of our results of operations for Fiscal [removed: 2020] [added: 2021] and Fiscal [removed: 2019] [added: 2020] as compared to the respective prior fiscal year. [removed: |]

[removed: | • |] [added: -] *Financial condition and liquidity.* This section provides a discussion of our financial condition and liquidity as of March [removed: 28, 2020,] [added: 27, 2021,] 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: 2020] [added: 2021] and Fiscal [removed: 2019] [added: 2020] 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, [removed: common stock repurchases, payments of dividends, and] our outstanding debt and covenant [removed: compliance;] [added: compliance, common stock repurchases,] and [added: payments of dividends; and] (iv) a summary of our contractual and other obligations as of March [removed: 28, 2020. |][added: 27, 2021.]

[removed: | • |] [added: -] *Market risk management.* This section discusses how we manage our risk exposures related to foreign currency exchange rates, interest rates, and our investments as of March [removed: 28, 2020. |][added: 27, 2021.]

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

[removed: | • |] [added: -] *North America* — Our North America segment, representing approximately [removed: 51%] [added: 45%] of our Fiscal [removed: 2020] [added: 2021] net revenues, primarily consists of sales of our Ralph Lauren branded products made through our retail and wholesale businesses in the U.S. and Canada, excluding Club Monaco. [removed: In North America, our retail business is comprised of our Ralph Lauren stores, our factory stores, and our digital commerce site, www.RalphLauren.com. Our wholesale business in North America is comprised primarily of sales to department stores, and to a lesser extent, specialty stores. |]

[removed: | *•* | *Europe*] [added: *•Europe*] — Our Europe segment, representing approximately [removed: 26%] [added: 27%] of our Fiscal [removed: 2020] [added: 2021] net revenues, primarily consists of sales of our Ralph Lauren branded products made through our retail and wholesale businesses in Europe, the Middle East, and Latin America, excluding Club Monaco. [removed: In Europe, our 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 in Europe is comprised of a varying mix of sales to both department stores and specialty stores, depending on the country, as well as to various third-party digital partners. |]

[removed: | • |] [added: -] *Asia* — Our Asia segment, representing approximately [removed: 17%] [added: 23%] of our Fiscal [removed: 2020] [added: 2021] net revenues, primarily consists of sales of our Ralph Lauren branded products made through our retail and wholesale businesses in Asia, Australia, and New Zealand. [removed: Our retail business in Asia is 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 [removed: 6%] [added: 5%] of our Fiscal [removed: 2020] [added: 2021] net revenues, which primarily consist of (i) sales of Club Monaco branded products made through our retail and wholesale businesses in the U.S., Canada, and Europe, and our licensing alliances in Europe and Asia, and (ii) royalty revenues earned through our global licensing alliances, excluding Club Monaco.

Approximately [removed: 46%] [added: 52%] of our Fiscal [removed: 2020] [added: 2021] net revenues were earned outside of the U.S. See Note 20 to the accompanying consolidated financial statements for further discussion of our segment reporting structure.

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

[removed: A] [added: Beginning in the fourth quarter of Fiscal 2020, a] novel strain of coronavirus commonly referred to as COVID-19 [removed: has] [added: emerged and] spread rapidly across the [removed: globe in recent months,] [added: globe,] 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.

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 [removed: furloughs and] [added: furloughs,] reduced pay, [added: and severance actions,] which could lower [removed: consumers’] [added: 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 [removed: their] willingness to congregate in [added: indoor] shopping centers or other populated locations, could be adversely affected.

[removed: In connection with] [added: As a result of] 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.

Our wholesale [removed: business has] [added: and licensing businesses have] also been adversely affected, particularly in North America and Europe, as a result of [removed: department] store closures and lower traffic and consumer demand.

[removed: In response to the COVID-19 pandemic, we] [added: We] have [added: also] taken [added: various] preemptive actions to preserve cash and strengthen our [removed: liquidity,] [added: liquidity position,] including:

[removed: | • |] [added: -] temporarily suspending our [added: quarterly cash dividend and] common stock repurchase [removed: program and our quarterly cash dividend; |][added: program, effective beginning in the first quarter of Fiscal 2021 (see Note 16 to the accompanying consolidated financial statements);]

[removed: | • |] [added: -] temporarily reducing the base compensation of our executives and senior management team, as well as our Board of [removed: Directors; |][added: Directors, for the first quarter of Fiscal 2021;]

[removed: | • |] [added: -] carefully managing our expense structure across all key areas of spend, including aligning inventory levels with anticipated [removed: demand] [added: demand, negotiating rent abatements with certain of our landlords,] and postponing non-critical capital build-out and other investments and activities; [removed: and |]

[removed: | • | temporarily] [added: -] furloughing or reducing work hours for a significant portion of our employees [removed: who nevertheless remain eligible for employee benefits] during [removed: such period. |][added: the first half of Fiscal 2021;]

[removed: The] [added: Despite the introduction of] COVID-19 [added: vaccines, the] pandemic remains highly volatile and continues to [removed: evolve on a daily basis.][added: evolve.]

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

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

See Item 1A — "*Risk Factors* — [added: *Risks Related to Macroeconomic Conditions* —] *Infectious disease outbreaks, such as the [removed: 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.

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 [removed: decreased] [added: reduced] our effective tax rate by 3,760 basis points.

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

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

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

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

During [removed: Fiscal 2018,] [added: our fiscal year ended March 31, 2018 ("Fiscal 2018"),] we recorded net charges of $221.4 million within our income tax provision in connection with the [removed: TCJA, which increased our effective tax rate by 4,520 basis points.][added: TCJA.]

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

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

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

The global economy has also been impacted by the domestic and international political environment, including volatile international trade relations and [added: civil and] political [removed: unrest.][added: unrest taking place in certain parts of the world.]

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

This shift in preference [added: has accelerated during the pandemic and] could [removed: potentially] be [added: further] amplified in the future as [removed: a byproduct of the COVID-19 pandemic, as] consumers may [added: continue to] prefer to avoid populated locations, such as shopping centers, in fear of exposing themselves to infectious diseases.

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*•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 2021.

In addition, all of our significant accounting policies, including our critical accounting policies, are summarized in Note 3 to the accompanying consolidated financial statements.

In North America, our retail business is primarily comprised of our Ralph Lauren stores, our factory stores, and our digital commerce site, www.RalphLauren.com.

Our wholesale business in North America is comprised primarily of sales to department stores, and to a lesser extent, specialty stores.

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

Our wholesale business in Europe is comprised of a varying mix of sales to both department stores and specialty stores, depending on the country, as well as to various third-party digital partners.

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

Our wholesale business in Asia is comprised primarily of sales to department stores, with related products distributed through shop-within-shops.

As discussed in *"Recent Developments,"* on May 13, 2021, we announced the anticipated sale of our Club Monaco business, which is expected to close by the end of the first quarter of Fiscal 2022.

As a result of changes in our business, consumer spending patterns, and the macroeconomic environment, including those resulting from pandemic diseases and other catastrophic events, historical quarterly operating trends and working capital requirements may not be indicative of our future performance.

In addition, fluctuations in sales, operating income, and cash flows in any fiscal quarter may be affected by other events affecting retail sales, such as changes in weather patterns.

During the first quarter of Fiscal 2021, the majority of our stores in key markets were closed for an average of 8 to 10 weeks due to government-mandated lockdowns and other restrictions, resulting in significant adverse impacts to our operating results.

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

Such disruptions have continued into the first quarter of Fiscal 2022, impacting not only our businesses in Europe but also in other regions of the world (notably our retail operations in Japan and our sourcing operations in

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| | | | 44 | | | | | |

India).

Further, the majority of our stores that are able to remain open have periodically been subject to limited operating hours and/or customer capacity levels in accordance with local health guidelines, with traffic remaining challenged.

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

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

- amending our Global Credit Facility in May 2020 to temporarily waive our leverage ratio requirement (see Note 11 to the accompanying consolidated financial statements);

- issuing $1.250 billion of unsecured senior notes in June 2020, the proceeds of which are being used for general corporate purposes, including repayment of certain of our previously outstanding borrowings (see Note 11 to the accompanying consolidated financial statements);

- pursuing relevant government subsidy programs related to COVID-19 business disruptions; and

- improving upon our cash conversion cycle largely driven by our accounts receivable collection efforts and extended vendor payment terms.

*Fiscal 2021 Strategic Realignment Plan*

We have begun efforts to realign our resources to support future growth and profitability, and to create a sustainable cost structure.

The key areas of our evaluation include our: (i) team organizational structures and ways of working; (ii) real estate footprint and related costs across corporate offices, distribution centers, and direct-to-consumer retail and wholesale doors; and (iii) brand portfolio.

In connection with the first initiative, on September 17, 2020, our Board of Directors approved a restructuring plan (the "Fiscal 2021 Strategic Realignment Plan") to reduce our global workforce by the end of Fiscal 2021.

Additionally, during our preliminary review of our store portfolio during the second quarter of Fiscal 2021, we made the decision to close our Polo store on Regent Street in London.

On October 29, 2020, we announced the planned transition of our Chaps brand to a fully licensed business model, consistent with our long-term brand elevation strategy in connection with our third initiative (see "*Transition of Chaps Brand to a Licensing Model"* further below for additional discussion).

Additionally, on February 3, 2021, our Board of Directors approved additional realignment actions related to our real estate initiative.

Specifically, we plan to further rightsize and consolidate our global corporate offices to better align with our

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| | 41 | |

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.

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

| | 42 | |

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.

| • | 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; |

Actions

| | 43 | |

Although trade relations between the U.S. and China have begun to ease, both countries have imposed new tariffs on each other related to the importation of certain product categories.

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.

Negotiations during the transition period to determine the United Kingdom's future relationship with the European Union, including terms of trade, are expected to be complex.

It is not clear at this time what, if any, agreements will be reached by the current December 31, 2020 transition period deadline and the resulting impact on consumer sentiment.

| | 44 | |

marketing across channels and driving a more efficient operating model.

Further, in response to the recent trade developments between the U.S. and China, we have taken steps to mitigate our exposure to the resulting tariffs, including diverting production to and sourcing from other countries, driving productivity within our existing supplier base, and taking pricing actions.

As a result of these efforts, the tariffs enacted to date are not expected to have a material impact on our consolidated financial statements.

Our operating results have also been affected by international and domestic tax reform.

Net income decreased by $46.6 million to $384.3 million in Fiscal 2020 as compared to Fiscal 2019, primarily due to a $244.8 million decrease in operating income reflecting adverse impacts related to COVID-19 and Hong Kong protest business disruptions, partially offset by a $209.5 million decrease in our income tax provision largely driven by the combined impact of international and domestic tax reform.

| | 45 | |

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| • | adverse impacts related to COVID-19 and Hong Kong protest business disruptions, including, but not limited to, incremental inventory charges and bad debt expense recorded during Fiscal 2020, as summarized in the table above; |

| | 46 | |

| | 47 | |

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| | 48 | |

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| | |

| --- | --- |

Our global reach is extensive, as we sell directly to customers throughout the world via our [removed: 530] [added: 548] retail stores and [removed: 654] [added: 650] concession-based shop-within-shops, as well as through our own digital commerce sites and those of various third-party digital partners.

Merchandise is also available through our wholesale distribution channels at [removed: over 11,000] [added: approximately 9,000] doors worldwide, the majority in specialty stores, as well as through the digital commerce sites of many of our wholesale customers.

In addition to our directly-operated stores and shops, our international licensing partners operate [removed: 80 Ralph Lauren stores, 31] [added: 139] Ralph Lauren [removed: concession] [added: stores and] shops, and [removed: 139] [added: 143] Club Monaco stores and shops.

As of March [removed: 28, 2020,] [added: 27, 2021,] Mr. R. Lauren, or entities controlled by the Lauren family, held approximately 84% of the voting power of the Company's outstanding common stock.

[removed: ][added: ]

[removed: | 1. | Create] [added: 1.Create] Timeless Style [removed: |]

[removed: | • |] [added: -] *Chemical Management* — We commit to monitor and reduce hazardous chemical use and [removed: discharge, ultimately eliminating] [added: discharge and we are working to eliminate] all hazardous chemicals from [removed: the production of] our [removed: products. |][added: product manufacturing.]

[removed: | 2. | Protect] [added: 2.Protect] the Environment [removed: |]

[removed: | • |] [added: -] *Carbon and Energy* — We [removed: commit] [added: are committed] to [added: playing our part to] address the [removed: issue of global] climate [removed: change and the contributing impacts of our business] [added: crisis] by reducing greenhouse gas emissions across our value [removed: chain. |][added: chain and investing in credible emission removals.]

[removed: | • |] [added: -] *Waste Management* — We commit to integrating [removed: zero waste] [added: zero-waste] principles across our [removed: business with an aim to divert] [added: business, focusing on reducing] waste [added: at its source and diverting waste] from landfill through [removed: increasing] [added: increased] recycling and [removed: upcycling, reducing waste at its source, and implementing other best practices. |][added: upcycling.]

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

[removed: | 3. | Champion] [added: 3.Champion] Better Lives [removed: |]

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

Additional information relating to Design the Change can be found in our annual sustainability [removed: report,] [added: reports,] which is available at our website at http://investor.ralphlauren.com under the caption "Global Citizenship & Sustainability Report." [removed: The content of our sustainability reports are not incorporated by reference into this Annual] [added: Our 2021 Global Citizenship & Sustainability] Report [removed: on Form 10-K or] [added: is expected to be published] in [removed: any other report or document we file with the SEC.][added: June 2021.]

[removed: A] [added: Beginning in the fourth quarter of Fiscal 2020, a] novel strain of coronavirus commonly referred to as COVID-19 [removed: has] [added: emerged and] spread rapidly across the [removed: globe in recent months,] [added: globe,] 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.

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 [removed: furloughs and] [added: furloughs,] reduced pay, [added: and severance actions,] which could lower [removed: consumers’] [added: 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 [removed: their] willingness to congregate in [added: indoor] shopping centers or other populated locations, could be adversely affected.

[removed: In connection with] [added: As a result of] 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.

Our wholesale [removed: business has] [added: and licensing businesses have] also been adversely affected, particularly in North America and Europe, as a result of [removed: department] store closures and lower traffic and consumer demand.

[removed: In response to the COVID-19 pandemic, we] [added: We] have [added: also] taken [added: various] preemptive actions to preserve cash and strengthen our [removed: liquidity,] [added: liquidity position,] including:

[removed: | • |] [added: -] temporarily suspending our [added: quarterly cash dividend and] common stock repurchase [removed: program and our quarterly cash dividend; |][added: program, effective beginning in the first quarter of Fiscal 2021 (see Note 16 to the accompanying consolidated financial statements);]

[removed: | • |] [added: -] temporarily reducing the base compensation of our executives and senior management team, as well as our Board of [removed: Directors; |][added: Directors, for the first quarter of Fiscal 2021;]

[removed: | • |] [added: -] carefully managing our expense structure across all key areas of spend, including aligning inventory levels with anticipated [removed: demand] [added: demand, negotiating rent abatements with certain of our landlords,] and postponing non-critical capital build-out and other investments and activities; [removed: and |]

[removed: | • | temporarily] [added: -] furloughing or reducing work hours for a significant portion of our employees [removed: who nevertheless remain eligible for employee benefits] during [removed: such period. |][added: the first half of Fiscal 2021;]

[removed: The] [added: Despite the introduction of] COVID-19 [added: vaccines, the] pandemic remains highly volatile and continues to [removed: evolve on a daily basis.][added: evolve.]

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

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

See Item 1A — "*Risk Factors* — [added: *Risks Related to Macroeconomic Conditions* —] *Infectious disease outbreaks, such as the [removed: 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.

See Note [removed: 10] [added: 9] to [removed: the] [added: our] accompanying consolidated financial statements for additional discussion regarding [added: charges recorded in connection with] the [removed: Swiss Tax Act.][added: Fiscal 2021 Strategic Restructuring Plan.]

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

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

[removed: | • |] [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 [removed: others; |][added: others.]

[removed: | • |] [added: -] *Footwear and 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 [removed: the] [added: our] Ralph Lauren Collection, Ralph Lauren Purple Label, Double RL, Polo Ralph Lauren, Lauren Ralph Lauren, Polo Ralph Lauren Children, Chaps, and Club Monaco [removed: brands; |][added: brands.]

[removed: | • | *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 [removed: brands; |][added: brands.]

[removed: | • |] [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. [removed: Ralph Lauren's global hospitality collection is comprised of our restaurants including *The Polo Bar* in New York City, *RL* |]

[removed: *Restaurant*] [added: Ralph Lauren's global hospitality collection is comprised of our restaurants including *The Polo Bar* in New York City, *RL Restaurant*] located in Chicago, *Ralph's* located in Paris, and our *Ralph's Coffee* concept in various cities around the world.

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

The foundation of Double RL lies in timeless wardrobe [removed: staples,] [added: staples for men and women,] including authentic American made selvedge denim, military-grade chinos, tube-knit t-shirts, thermals, and flannels.

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

*Polo Golf Ralph Lauren, Ralph Lauren Golf, and RLX Ralph [removed: Lauren.*] [added: Lauren Golf.*] Tested and worn by top-ranked professional golfers, Polo Golf Ralph Lauren, Ralph Lauren Golf, and RLX Ralph Lauren for men and women define excellence in the world of golf.

As discussed in *"Recent Developments,"* on May 13, 2021, we announced the anticipated sale of our Club Monaco business, which is expected to close by the end of the first quarter of Fiscal 2022.

| | | | 3 | | | | | |

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

| | | | 4 | | | | | |

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

- *Responsible Design* — We commit to embedding sustainability, inclusivity, intention, and celebration into the products and services we design.

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

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

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

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

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

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

- *Worker Empowerment and Well-being* — We are committed to conducting our global operations ethically and with respect for the dignity of all people who make our products.

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

| | | | | | | | | |

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

| | | | 5 | | | | | |

During the first quarter of Fiscal 2021, the majority of our stores in key markets were closed for an average of 8 to 10 weeks due to government-mandated lockdowns and other restrictions, resulting in significant adverse impacts to our operating results.

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

Such disruptions have continued into the first quarter of Fiscal 2022, impacting not only our businesses in Europe but also in other regions of the world (notably our retail operations in Japan and our sourcing operations in India).

Further, the majority of our stores that are able to remain open have periodically been subject to limited operating hours and/or customer capacity levels in accordance with local health guidelines, with traffic remaining challenged.

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

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

- amending our Global Credit Facility in May 2020 to temporarily waive our leverage ratio requirement (see Note 11 to the accompanying consolidated financial statements);

- issuing $1.250 billion of unsecured senior notes in June 2020, the proceeds of which are being used for general corporate purposes, including repayment of certain of our previously outstanding borrowings (see Note 11 to the accompanying consolidated financial statements);

- pursuing relevant government subsidy programs related to COVID-19 business disruptions; and

- improving upon our cash conversion cycle largely driven by our accounts receivable collection efforts and extended vendor payment terms.

| | | | | | | | | |

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

| | | | 6 | | | | | |

Fiscal 2021 Strategic Realignment Plan

We have begun efforts to realign our resources to support future growth and profitability, and to create a sustainable cost structure.

The key areas of our evaluation include our: (i) team organizational structures and ways of working; (ii) real estate footprint and related costs across corporate offices, distribution centers, and direct-to-consumer retail and wholesale doors; and (iii) brand portfolio.

In connection with the first initiative, on September 17, 2020, our Board of Directors approved a restructuring plan (the "Fiscal 2021 Strategic Realignment Plan") to reduce our global workforce by the end of Fiscal 2021.

Additionally, during our preliminary review of our store portfolio during the second quarter of Fiscal 2021, we made the decision to close our Polo store on Regent Street in London.

On October 29, 2020, we announced the planned transition of our Chaps brand to a fully licensed business model, consistent with our long-term brand elevation strategy in connection with our third initiative (see "*Transition of Chaps Brand to a Licensing Model"* further below for additional discussion).

Additionally, on February 3, 2021, our Board of Directors approved additional realignment actions related to our real estate initiative.

Specifically, we plan to further rightsize and consolidate our global corporate offices to better align with our current organizational profile and new ways of working.

We also expect to close certain of our stores to improve overall profitability.

Additionally, we plan to complete the consolidation of our existing North America distribution centers in order to drive greater efficiencies, improve sustainability, and deliver a better consumer experience.

| | | |

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

| | 3 | |

We continue to invest in our business to stimulate growth.

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

We also 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 $1.800 billion and dividends paid amounted to approximately $892 million.

| | 4 | |

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:

| | |

| --- | --- |

| • | *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. |

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

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

| | 5 | |

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.

| • | 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; |

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

| | 6 | |

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.

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

| | 7 | |

| | 8 | |

| 4. | Chaps — Launched in 1978, Chaps celebrates real American style, delivering classic collections updated for modern lifestyles for men, women, children and home. The modern lifestyle collection offers versatile sportswear, workday essentials, tailored clothing, and occasion dresses that are wearable from season to season. Chaps is available in select department stores and retail partner digital commerce sites across the U.S., Canada, Mexico, and China. |

| | 9 | |

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.

| | 10 | |

stores and closed six stores.

However, our assessment of any [added: current] litigation or other legal claims could potentially change in light of the discovery of facts not presently known or determinations by judges, juries, or other finders of fact which are not in accord with management's evaluation of the possible liability or outcome of such litigation or claims.

| | |

| --- | --- |

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

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

For the fiscal year [removed: ended March 28, 2020][added: ended March 27, 2021]

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

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

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

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

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

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

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

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

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

| Large accelerated filer | [added: | |] ☑ | [added: | |] Accelerated filer | [added: | |] ☐ | [added: | |]

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

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

The aggregate market value of the registrant's voting common stock held by non-affiliates of the registrant was [removed: $4,649,512,283] [added: approximately $3.385 billion] as of September [removed: 27, 2019,] [added: 25, 2020,] the last business day of the registrant's most recently completed second fiscal quarter based on the closing price of the common stock on the New York Stock Exchange.

At May [removed: 22, 2020, 47,777,235] [added: 14, 2021, 48,250,036] shares of the registrant's Class A common stock, $.01 par value and 24,881,276 shares of the registrant's Class B common stock, $.01 par value were outstanding.

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: 28, 2020.][added: 27, 2021.]

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

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

[removed: | • |] [added: -] the loss of key personnel, including Mr. Ralph Lauren, or other changes in our executive and senior management team or to our operating structure, [added: including those resulting from our decision to significantly reduce our global workforce during Fiscal 2021,] and our ability to effectively transfer knowledge [added: and maintain adequate controls and procedures] during periods of transition; [removed: |]

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

[removed: | • |] [added: -] our ability to access capital markets and maintain compliance with covenants associated with our existing debt instruments; [removed: |]

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

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

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

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

[removed: | • |] [added: -] our ability to successfully implement our long-term growth strategy; [removed: |]

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

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

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

[removed: | • |] [added: -] our ability to effectively manage inventory levels and the increasing pressure on our margins in a highly promotional retail environment; [removed: |]

[removed: | • |] [added: -] our ability to continue to maintain our brand image and reputation and protect our trademarks; [removed: |]

[removed: | • |] [added: -] our ability to competitively price our products and create an acceptable value proposition for consumers; [removed: |]

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

[removed: | • |] [added: -] the potential impact to our business resulting from the imposition of additional duties, tariffs, taxes, and other charges or barriers to trade, including those resulting from [removed: current] trade developments [removed: with China] [added: between the U.S.] and [added: China, as well as] the [added: trade agreement reached in December 2020 between the United Kingdom and the European Union, and any] related impact to global stock markets, as well as our ability to implement mitigating sourcing strategies; [removed: |]

[removed: | • |] [added: -] the impact to our business resulting from increases in the costs of raw materials, transportation, and labor, including wages, healthcare, and other benefit-related costs; [removed: |]

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

[removed: | • |] [added: -] our efforts to successfully enhance, upgrade, and/or transition our global information technology systems and digital commerce platforms; [removed: |]

[removed: | • |] [added: -] the potential impact to our business if any of our distribution centers were to become inoperable or inaccessible; [removed: |]

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| • | the impact to our business resulting from the United Kingdom's exit from the European Union and the uncertainty surrounding its future relationship with the European Union, including trade agreements, as well as the related impact to global stock markets and currency exchange rates; |

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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.

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The following table sets forth information relating to our [removed: key] [added: principal] properties as of March [removed: 28, 2020:][added: 27, 2021:]

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

| NC Highway 66, High Point, NC | | [added: | | | |] Wholesale and retail distribution facility | | [added: | | | |] 847,000 | [added: | |]

| N. Pendleton Street, High Point, NC | | [added: | | | |] Retail digital commerce call center and distribution facility | | [added: | | | |] 805,000 | [added: | |]

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

| 601 West 26th Street, NYC | | [added: | | | |] Corporate offices | | [removed: 304,900] | [added: | | | 263,000 | | |]

| 650 Madison Avenue, NYC | | [added: | | | |] Executive and corporate offices, design studio, and showrooms | | [added: | | | |] 273,200 | [added: | |]

| Nutley, NJ | | [added: | | | |] Corporate and retail administrative offices and showrooms | | [added: | | | |] 255,000 | [added: | |]

| Geneva, Switzerland | | [added: | | | |] European corporate offices | | [removed: 107,000] | [added: | | | 96,100 | | |]

| Spinners Building, Hong Kong | | [added: | | | |] Asia sourcing offices | | [added: | | | |] 67,000 | [added: | |]

| Gateway Office, Hong Kong | | [added: | | | |] Asia corporate offices | | [added: | | | |] 37,500 | [added: | |]

| 888 Madison Avenue, NYC | | [added: | | | |] Retail flagship store | | [added: | | | |] 37,900 | [added: | |]

| N. Michigan Avenue, Chicago | | [added: | | | |] Retail flagship store | | [added: | | | |] 37,500 | [added: | |]

| New Bond Street, London, UK | | [added: | | | |] Retail flagship store | | [added: | | | |] 31,500 | [added: | |]

| 867 Madison Avenue, NYC | | [added: | | | |] Retail flagship store | | [added: | | | |] 27,700 | [added: | |]

| Paris, France | | [added: | | | |] Retail flagship store | | [added: | | | |] 25,700 | [added: | |]

| Tokyo, Japan | | [added: | | | |] Retail flagship store | | [added: | | | |] 25,000 | [added: | |]

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

| Prince's Building, Hong Kong | | [added: | | | |] Retail flagship store | | [added: | | | |] 9,800 | [added: | |]

As of March [removed: 28, 2020,] [added: 27, 2021,] we directly operated [removed: 530] [added: 548] retail stores, totaling approximately [removed: 4.1] [added: 4.2] million square feet.

We generally lease our freestanding retail stores for initial periods ranging from [removed: 5] [added: 3] to 15 years, with renewal options.

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

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| 7th Avenue, NYC | | Corporate offices, design studio, and Women's showrooms | | 78,800 |

| Regent Street, London, UK | | Retail flagship store | | 19,000 |

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As of May [removed: 22, 2020,] [added: 14, 2021,] there were [removed: 667] [added: 649] holders of record of our Class A common stock and [removed: 6] [added: 8] 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: 28, 2020.][added: 27, 2021.]

The following table sets forth repurchases of shares of our Class A common stock during the fiscal quarter ended March [removed: 28, 2020:][added: 27, 2021:]

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

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

[removed: |] (a) [removed: | Includes 11,827] [added: Represents] 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: |]

[removed: |] (b) [removed: |] As of March [removed: 28, 2020,] [added: 27, 2021,] the remaining availability under our Class A common stock repurchase program was approximately $580 million, reflecting the May 13, 2019 approval by our Board of Directors to expand the program by up to an additional $600 million of Class A common stock repurchases. [removed: Repurchases of shares of Class A common stock are subject to overall business and market conditions. 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 [removed: March 28, 2015,] [added: April 2, 2016,] the last day of our [removed: 2015] [added: 2016] fiscal year, through March [removed: 28, 2020,] [added: 27, 2021,] the last day of our [removed: 2020] [added: 2021] fiscal year.

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

The returns are calculated by assuming a $100 investment made on [removed: March 28, 2015] [added: April 2, 2016] in Class A common stock or March 31, [removed: 2015] [added: 2016] in an index, with all dividends reinvested.

[removed: ][added: ]

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| December 27, 2020 to January 23, 2021 | | | | | | 8,399 | | | | | | $ | 102.00 | | | | | — | | | | | | $ | 580 | |

| January 24, 2021 to February 20, 2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 580 | | |

| February 21, 2021 to March 27, 2021 | | | | | | 6,212 | | | | | | 115.02 | | | | | | — | | | | | | 580 | | |

| | | | | | | 14,611 | | | | | | | | | | | | — | | | | | | | | |

Repurchases of shares of Class A common stock are subject to overall business and market conditions.

Accordingly, as a result of 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.

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| December 29, 2019 to January 25, 2020 | | — | | | $ | — | | | — | | | $ | 732 | |

| 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 | | | | | |

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| | 39 | |

Not applicable as the Company has adopted certain provisions within the amendments to Regulation S-K, including the elimination of Item 301.

See the "*Index to Consolidated Financial Statements and Supplementary Information*," and specifically "*Selected Financial 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 — "*Management's Discussion and Analysis of Financial Condition and Results of Operations*" and Item 8 — "*Financial Statements and Supplementary Data*" included in this Annual Report on Form 10-K.

Historical results may not be indicative of future results.

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[removed: Except as discussed below, there] [added: There] has been no change in our internal control over financial reporting during the fourth quarter of Fiscal [removed: 2020] [added: 2021] that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Despite such [added: cumulative] 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 [added: and our restructuring activities] on our internal controls.

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

Although there have been no material changes in the Company's internal control over financial reporting, 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, as described within Item 1 — *"Business* — *Recent Developments,"* with a significant portion of our corporate employees working remotely throughout Fiscal 2021.

Our Board of Directors has also approved a restructuring plan, as described within Item 1 — *"Business* — *Recent Developments,"* which has resulted in a significant reduction to our global workforce during the second half of Fiscal 2021.

See Item 1A — *"Risk*

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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.

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| | 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.

*Implementation and Reconfiguration of Financial Reporting Systems*

In connection with our initiative to integrate and upgrade our global systems and processes, we migrated our Asia operations to a new financial reporting information technology system, Microsoft AX Dynamics 365, in Fiscal 2020.

In addition to this system implementation, during Fiscal 2020, we began reconfiguring the financial reporting information technology system used by our Europe operations, SAP, in order to utilize enhanced financial reporting functionality.

As a result of these actions, we expect to experience certain changes to our processes and procedures which, in turn, will result in changes to our internal control over financial reporting.

While we expect these system changes to strengthen our internal financial controls by automating certain manual processes and standardizing business processes and reporting across our organization, management will continue to evaluate and monitor our internal controls as processes and procedures in each of the affected areas evolve.

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

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Not applicable.

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.

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Information relating to our directors and corporate governance will be set forth in the Company's proxy statement for its [removed: 2020] [added: 2021] annual meeting of stockholders to be filed within 120 days after March [removed: 28, 2020] [added: 27, 2021] (the "Proxy Statement") and is incorporated by reference herein.

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

You can find our Code of Ethics for Principal Executive Officers and Senior Financial Officers and our Code of Business Conduct and Ethics (collectively, the "Codes") on our [removed: Internet site,] [added: website,] http://investor.ralphlauren.com.

We will post any amendments to the Codes and any waivers that are required to be disclosed by the rules of either the SEC or the NYSE on our [removed: Internet site.][added: website.]

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directors, officers, and employees.

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The following table sets forth information as of March [removed: 28, 2020] [added: 27, 2021] regarding compensation plans under which the Company's equity securities are authorized for issuance:

| Plan Category | | [added: | | | |] Numbers [removed: of Securities] [added: of Securities] to [removed: be Issued upon Exercise of Outstanding Options, Warrants and] [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 ($) | | | | [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] [added: in Column] (a)) | | | [added: | | |]

| Equity compensation plans [added: not] approved by security holders | | [removed: 3,249,194] | | [removed: (1)] | [removed: $] | [removed: 169.37] [added: —] | | [removed: (2)] | [removed: 3,765,684] | | [removed: (3)] | [added: — | | | | | | — | | | | | |]

| Equity compensation plans [removed: not] approved by security holders | | [removed: —] | | | [removed: —] | [added: 3,137,067] | | | [removed: —] [added: (1)] | | | [added: $ | 159.83 | | (2) | | | 3,192,457 | | | (3) | | |]

[removed: | (1) | Consists] [added: (1)Consists] of [removed: 517,602] [added: 254,853] options to purchase shares of our Class A common stock and [removed: 2,731,592] [added: 2,882,214] restricted stock units that are payable solely in shares of Class A common stock (including [removed: 469,853] [added: 473,870] service-based restricted stock units that have fully vested but for which the underlying shares have not yet been delivered as of March [removed: 28, 2020). Does not include 3,584 outstanding restricted shares that are subject to forfeiture. |][added: 27, 2021).]

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

[removed: | (3) | All] [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 2019 Incentive Plan. [removed: An additional 3,584 outstanding shares of restricted stock granted under the Company's Plans that remain subject to forfeiture are not reflected in column (c). |]

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

| Total | | | | | | 3,137,067 | | | | | | $ | 159.83 | | | | | 3,192,457 | | | | | |

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

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

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

| 3.1 | [added: | |] [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) | [added: | |]

| 3.2 | [added: | |] [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) | [added: | |]

| 3.3 | [added: | |] [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) | [added: | |]

| 4.1 | [added: | |] [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) | [added: | |]

| 4.2 | [added: | |] [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) | [added: | |]

| 4.3 | [added: | |] [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) | [added: | |]

| [removed: 4.4*] [added: 4.5] | [added: | |] [Description of Securities Registered Under Section 12 of the Exchange [removed: Act](https://www.sec.gov/Archives/edgar/data/1037038/000103703820000014/rl-20200328x10kex44.htm)] [added: Act (filed as Exhibit 4.4 to the Form 10-K for the fiscal](http://www.sec.gov/Archives/edgar/data/0001037038/000103703820000014/rl-20200328x10kex44.htm) [year](http://www.sec.gov/Archives/edgar/data/0001037038/000103703820000014/rl-20200328x10kex44.htm) [ended March 28, 2020 (the "Fiscal 2020 10-K"))](http://www.sec.gov/Archives/edgar/data/0001037038/000103703820000014/rl-20200328x10kex44.htm)] | [added: | |]

| 10.1 | [added: | |] [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) | [added: | |]

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

| 10.3 | [added: | |] [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) | [added: | |]

| [removed: 10.4] [added: 10.5] | [added: | |] [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) | [added: | |]

| [removed: 10.5] [added: 10.6] | [added: | |] [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) | [added: | |]

| [removed: 10.6] [added: 10.8] | [added: | |] [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) | [added: | |]

| [removed: 10.7] [added: 10.9] | [added: | |] [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) | [added: | |]

| [removed: 10.8] [added: 10.10] | [added: | |] [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) | [added: | |]

| [removed: 10.9] [added: 10.11] | [added: | |] [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) | [added: | |]

| [removed: 10.10] [added: 10.12] | [added: | |] [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) | [added: | |]

| [removed: 10.11*] [added: 10.14] | [added: | |] [Amended and Restated Employment Agreement, effective as of March 31, 2019, between the Company and Howard [removed: Smith†](https://www.sec.gov/Archives/edgar/data/1037038/000103703820000014/rl-20200328x10kex1011.htm)] [added: Smith (filed as Exhibit 10.11 to the Fiscal 2020 10-K)†](http://www.sec.gov/Archives/edgar/data/0001037038/000103703820000014/rl-20200328x10kex1011.htm)] | [added: | |]

| [removed: 10.12] [added: 10.15] | [added: | |] [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) | [added: | |]

| [removed: 10.13] [added: 10.16] | [added: | |] [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) | [added: | |]

| [removed: 10.14*] [added: 10.17] | [added: | |] [Executive Officer Annual Incentive Plan, as amended as of May 20, [removed: 2020†](https://www.sec.gov/Archives/edgar/data/1037038/000103703820000014/rl-20200328x10kex1014.htm)] [added: 2020 (filed as Exhibit 10.14 to the Fiscal 2020 10-K)†](http://www.sec.gov/Archives/edgar/data/0001037038/000103703820000014/rl-20200328x10kex1014.htm)] | [added: | |]

| [removed: 10.15] [added: 10.18] | [added: | |] [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) | [added: | |]

| [removed: 10.16] [added: 10.19] | [added: | |] [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) | [added: | |]

| [removed: 10.17] [added: 10.20] | [added: | |] [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) | [added: | |]

| [removed: 10.18] [added: 10.21] | [added: | |] [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) | [added: | |]

| [removed: 10.19] [added: 10.22] | [added: | |] [2019 Long-Term Stock Incentive Plan (filed as Appendix C to the Company's Definitive Proxy Statement dated June 21, 2019)†](http://www.sec.gov/Archives/edgar/data/1037038/000119312519178914/d729878ddef14a.htm#tx729878_104) | [added: | |]

| [removed: 10.20] [added: 10.23] | [added: | |] [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) | [added: | |]

| [removed: 10.21] [added: 10.24] | [added: | |] [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) | [added: | |]

| [removed: 10.22] [added: 10.25] | [added: | |] [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) | [added: | |]

| [removed: 10.23] [added: 10.26] | [added: | |] [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) | [added: | |]

| [removed: 10.24] [added: 10.27] | [added: | |] [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) | [added: | |]

| [removed: 10.25] [added: 10.28] | [added: | |] [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) | [added: | |]

| [removed: 10.26] [added: 10.29] | [added: | |] [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) | [added: | |]

| [removed: 10.27] [added: 10.30] | [added: | |] [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) | [added: | |]

| [removed: 10.28] [added: 10.31] | [added: | |] [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) | [added: | |]

| [removed: 10.29] [added: 10.32] | [added: | |] [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) | [added: | |]

| [removed: 10.30] [added: 10.33] | [added: | |] [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 December 29, 2018)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703819000002/rl-20181229x10qex101.htm) | [added: | |]

| [removed: 10.31] [added: 10.34] | [added: | |] [Performance-Based Restricted Stock Unit - Award Notification containing the standard terms of performance-based restricted stock unit awards under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.2 to the Form 10-Q for the quarterly period ended December 29, 2018)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703819000002/rl-20181229x10qex102.htm) | [added: | |]

| [removed: 10.32] [added: 10.35] | [added: | |] [Restricted Stock Unit Overview containing the standard terms of restricted stock unit awards under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.3 to the Form 10-Q for the quarterly period December 29, 2018)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703819000002/rl-20181229x10qex103.htm) | [added: | |]

| | | | | | |

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

| 4.4 | | | [Fourth Supplemental Indenture, dated as of June 3, 2020, by and between Ralph Lauren Corporation and Wells Fargo Bank, National Association (filed as Exhibit 4.2 to the Form 8-K filed June](http://www.sec.gov/Archives/edgar/data/0001037038/000119312520159787/d903486dex42.htm) [4,](http://www.sec.gov/Archives/edgar/data/0001037038/000119312520159787/d903486dex42.htm) [2020)](http://www.sec.gov/Archives/edgar/data/0001037038/000119312520159787/d903486dex42.htm) | | |

| 10.4 | | | [Amendment No. 1 to the Amended and Restated Employment Agreement, dated June 16, 2020, between the Company and Ralph Lauren (filed as Exhibit 10.1 to the Form 10-Q filed August 4, 2020)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703820000023/rl-20200627x10qex101.htm) | | |

| 10.7 | | | [Amendment No. 2 to the Employment Agreement, dated June 17, 2020, between the Company and Patrice Louvet (filed as Exhibit 10.2 to the Form 10-Q filed August 4, 2020)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703820000023/rl-20200627x10qex102.htm) | | |

| | | | 78 | | | | | |

| | | | | | |

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

| Exhibit Number | | | Description | | |

| 10.13 | | | [Amendment No. 1 to the Amended and Restated Employment Agreement, dated June 17, 2020, between the Company and Jane Nielsen (filed as Exhibit 10.3 to the Form 10-Q filed August 4, 2020)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703820000023/rl-20200627x10qex103.htm) | | |

| | | | 79 | | | | | |

| | | | | | |

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

| Exhibit Number | | | Description | | |

| 10.43 | | | [Form of Non-Employee Director Restricted Stock Unit Award Agreement under the 2019 Long-Term Stock Incentive Plan (filed as Exhibit 10.1 to the Form 10-Q filed November 5, 2020)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703820000030/rl-20200926x10qex101.htm) | | |

| 10.44 | | | [Form of Cliff Restricted Stock Award Agreement under the 2019 Long-Term Stock Incentive Plan (filed as Exhibit 10.2 to the Form 10-Q filed November 5, 2020)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703820000030/rl-20200926x10qex102.htm) | | |

| 10.45 | | | [Form of Pro-Rata Restricted Stock Unit Award Agreement under the 2019 Long-Term Stock Incentive Plan (filed as Exhibit 10.3 to the Form 10-Q filed November 5, 2020)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703820000030/rl-20200926x10qex103.htm) | | |

| | | | 80 | | | | | |

| | | | | | |

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

| Exhibit Number | | | Description | | |

| | | | | | |

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

| | | | 81 | | | | | |

| /s/ ANDREW HOWARD SMITH | | | | | | Chief Commercial Officer and Director | | | | | | May 20, 2021 | | |

| Andrew Howard Smith | | | | | | | | | | | | | | |

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

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

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

| | | | 82 | | | | | |

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

| Signature | | | | | | Title | | | | | | Date | | |

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

| /S/ VALERIE JARRETT | | | | | | Director | | | | | | May 20, 2021 | | |

| Valerie Jarrett | | | | | | | | | | | | | | |

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

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

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

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

| /S/ DARREN WALKER | | | | | | Director | | | | | | May 20, 2021 | | |

| | |

| --- | --- |

| | | |

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

| | 76 | |

| | 77 | |

| 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) |

| | 78 | |

| | | | | |

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

| /S/ DR. JOYCE F. BROWN | | Director | | May 27, 2020 |

| Dr. Joyce F. Brown | | | | |

| | 79 | |

| /S/ ROBERT C. WRIGHT | | Director | | May 27, 2020 |

| Robert C. Wright | | | | |

| | 80 | |

RALPH LAUREN CORPORATION

| Supplementary Information: | | |

| [Quarterly Financial Information](#sF288B0FD99125E8A86C9198AD4192E86) | | [F-65](#sF288B0FD99125E8A86C9198AD4192E86) |

| | F-1 | |

| | F-2 | |

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

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

| | F-3 | |

| | F-4 | |

| Acquisitions and ventures | | 0.9 | | | | (4.5 | | ) | | (4.6 | | ) |

| | F-5 | |

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

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

| Balance at April 1, 2017 | | 127.4 | | | $ | 1.2 | | | $ | 2,308.8 | | | $ | 5,751.9 | | | 46.4 | | | $ | (4,563.9 | ) | | $ | (198.4 | ) | | $ | 3,299.6 | |

| Net income | | | | | | | | | | | | | 162.8 | | | | | | | | | | | | | | | | | |

| | F-6 | |

| | F-7 | |

| Fiscal 2021 | | $ | 119.0 | |

| Total | | $ | 273.1 | |

| | F-8 | |

| Retail | | $ | 1,659.6 | | | $ | 857.9 | | | $ | 874.1 | | | $ | 224.8 | | | $ | 3,616.4 | |

| Wholesale | | 1,571.4 | | | | 750.4 | | | | 59.6 | | | | 7.8 | | | | 2,389.2 | | |

| Licensing | | — | | | | — | | | | — | | | | 176.7 | | | | 176.7 | | |

| Total | | $ | 3,231.0 | | | $ | 1,608.3 | | | $ | 933.7 | | | $ | 409.3 | | | $ | 6,182.3 | |