Ralph Lauren (RL) 10-K risk factor changes: FY2022 vs FY2021

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 — *"Business — Recent Developments."* Collectively, these disruptions have had a material adverse impact on our business throughout [added: the pandemic, particularly during] Fiscal 2021.

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

- 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 [added: locations and the overall growing preference to shop online versus at traditional brick and mortar] locations;

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

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

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

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, [removed: including pandemic diseases] such as [removed: COVID-19;] [added: pandemic diseases;] consumer perceptions of personal well-being and safety; consumer perceptions of current and future economic conditions; employment levels and wage rates; stock market performance; inflation; interest rates; foreign currency exchange rates; the housing market; consumer debt levels; the availability of consumer credit; commodity prices, including fuel and energy costs; [added: global food supplies;] taxation; general domestic and international political conditions; the threat, outbreak, or escalation of terrorism, military conflicts, or other hostilities; and weather conditions.

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

Unfavorable economic conditions and other factors, such as pandemic diseases and other health-related concerns, political unrest, [removed: war,] [added: military conflicts,] 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.

[added: 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 business.

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

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

Other risks related to our international expansion plans include [added: (i) changes in] general economic conditions in specific countries and markets, [added: including those resulting from pandemic diseases, civil or political instability, or military conflicts; (ii)] changes in diplomatic and trade relationships and any resulting anti-American [removed: sentiment, political instability, and] [added: sentiment; (iii)] foreign government [removed: regulation,] [added: regulation; and (iv) restrictions on the repatriation of funds held internationally,] among other risks described herein.

In recent years, consumers have been increasingly shopping online using computers, smartphones, tablets, and other [removed: devices.][added: devices, and using such devices to perform comparison shopping on a real-time basis.]

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

Our business has evolved from an in-store experience to a shopping experience through multiple technologies, including computers, smartphones, tablets, and other devices, as our customers have become increasingly technologically [removed: savvy.][added: savvy and expect a seamless omni-channel experience regardless of whether they are shopping in stores or online.]

If we are unable to develop and continuously improve our customer-facing technologies, [added: the efforts of which typically require significant capital investments,] we may not be able to provide a convenient and consistent experience to our customers regardless of the sales channel.

We have also implemented, and expect to continue to implement, new store design concepts [added: and other renovations to our existing store portfolio] as part of our growth strategy.

There can be no assurance that any of our store designs will resonate with customers or otherwise achieve the desired sales and profitability measures necessary to recover our initial capital [removed: investments.][added: investments, and such risks may be further compounded during periods of adverse economic conditions.]

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

In addition, the failure of our store designs to achieve acceptable results could lead to [added: asset impairment charges and/or] our decision to close a store prior to the lease expiration [removed: date.][added: date resulting in other store closure-related charges, including early lease termination fees.]

[removed: Such departures] [added: The departure of key individuals or our failure to maintain sufficient employee staffing levels] could [removed: also] [added: have a material adverse impact on our business, as well as] impede our ability to maintain an effective system of internal controls and compliance with the requirements under the Sarbanes-Oxley Act of 2002.

[removed: Any such disruptions] [added: countries where we conduct business operations] could have [removed: a material] [added: an] adverse impact on our business.

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

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

- sourcing [added: sustainable] raw materials at cost-effective prices;

In addition, technological advances and the retail industry's low barriers to entry allow for the introduction of new competitors and products at a rapid [removed: pace.][added: pace, which has been further compounded by the increasing shift to digital shopping channels.]

[removed: Our success depends on the value and reputation of our brands and our ability to consistently anticipate, identify, and respond to customers' demands, preferences, and fashion trends in the design, pricing, and production of our products, including the preference for certain products to be manufactured in the U.S.] Any negative publicity regarding Mr. R. Lauren, or other members of our executive and senior management team, or our Company as a whole, especially through social media which accelerates and increases the potential scope of negative publicity, could negatively impact the image of our brands with our customers and result in diminished loyalty to our [removed: brands,] [added: brands and potentially lead to adverse consumer actions, including boycotts,] even if the subject of such publicity is unverified or inaccurate and we seek to correct it.

There is [removed: also] [added: an] increased focus from consumers, employees, investors, [added: advocacy groups,] and other stakeholders concerning [removed: corporate citizenship] [added: environmental, social,] and [added: governance ("ESG") matters, including climate change, and the related] sustainability [removed: matters.][added: initiatives of companies.]

Although we have established certain long-term initiatives and goals regarding our impact on the environment and society as a whole, including our [removed: diversity] [added: diversity, equity,] and inclusion initiatives, there can be no assurance that our various stakeholders will agree with our initiatives or if we will be successful in achieving our [removed: goals.][added: goals by our targeted dates or at all.]

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

Over the course of our international expansion, we have experienced conflicts with various third parties that have acquired or [added: claimed ownership rights to some of our key trademarks that include Polo and/or a representation of a polo player astride a horse, or otherwise have contested our rights to our trademarks.]

In Fiscal [removed: 2021,] [added: 2022,] approximately 97% of our products (by dollar value) were produced outside of the U.S., primarily in Asia, Europe, and Latin America, with approximately [removed: 20%] [added: 19%] of our products sourced from China and another [removed: 20%] [added: 19%] from Vietnam.

- changes in social, political, and economic [removed: conditions or] [added: conditions, including those resulting from military conflicts,] terrorist [removed: acts] [added: acts, or other hostilities,] that could result in the disruption of trade from the countries in which our manufacturers or suppliers are located;

- disruptions of shipping and international trade caused by natural and man-made disasters, labor shortages (stemming from labor disputes, strikes, or otherwise), or other unforeseen [removed: events;][added: events, including any resulting impact to shipping prices;]

[removed: In addition, the] [added: The] inability of a manufacturer to ship orders of our products in a timely manner or to meet our strict quality standards could cause us to miss the delivery date requirements of our customers for those items, which could result in cancellation of orders, refusal to accept deliveries, or a substantial reduction in purchase prices.

We may not be able to offset such increases in raw materials, freight, or [removed: labor] [added: other sourcing] costs through pricing actions or other means.

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

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

Sales to our three largest wholesale customers accounted for approximately [removed: 14%] [added: 16%] of total net revenues for Fiscal [removed: 2021,] [added: 2022,] and these customers accounted for approximately [removed: 30%] [added: 31%] of our total gross trade accounts receivable outstanding as of [removed: March 27, 2021.][added: April 2, 2022.]

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

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

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

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

Implementation of our growth strategy involves the continuation and expansion of our multi-channel distribution network, including within international markets such as China, which is subject to many factors, including, but not limited to, our ability to (i) identify new or underpenetrated markets where our products and brand will be accepted by consumers; (ii) attract customers, particularly in new markets; (iii) identify desirable freestanding and department store locations, the availability of which may be out of our control; (iv) negotiate acceptable lease terms, including desired tenant improvement allowances; (v) efficiently and cost effectively build-out stores and shop-within-shops; (vi) source sufficient inventory levels timely to meet the needs of the new stores and shop-within-shops; (vii) hire, train, and retain competent store personnel; and (viii) integrate new stores and shop-within-shops into our existing systems and operations.

If customers are not receptive to the

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

Furthermore, the retail industry (among others) has been adversely affected by overall labor shortages resulting from a combination of the COVID-19 pandemic, labor disputes, strikes, and other factors.

The introduction of new work arrangements and company-specific requirements regarding when and how often employees are required to work on-site versus remotely may also impact companies' ability to attract and retain employees.

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

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

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

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

Consumer sentiment can also be influenced by our partnership with athletes and other public figures.

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

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

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

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

Our distributions centers generally utilize computer-

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

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

conditions.

This substantial level of indebtedness could have adverse consequences to our business, including (i) making it more difficult to satisfy our debt obligations as they become due; (ii) impairing our ability to obtain additional financing in the future; (iii) limiting our flexibility to plan for, or react to, changes in our business; and (iv) increasing our vulnerability to adverse economic and industry conditions.

While we have significant control over our licensing partners'

There is growing concern that climate change may increase both the frequency and severity of extreme weather conditions and natural disasters.

Furthermore, economic sanctions issued by one country against another, such as those recently issued by the U.S. and other countries against Russia in response to its war with Ukraine, could increase the risk of retaliatory state-sponsored cyber-attacks.

Given the rapidly evolving nature, sophistication, and complexity of cyber-attacks, despite our reasonable efforts to mitigate and prevent such attacks, it is possible that we may not be able to anticipate, prevent, detect, or implement effective preventive measures to protect against all cyber-attack incidents.

Although we have purchased network security and cyber liability insurance to provide a level of financial protection should a data breach occur, such insurance may not cover us against all claims or costs associated with such a breach, and we cannot be certain that such insurance will continue to be available to us on economically reasonable terms or at all, or that our insurers will not deny coverage as to any future claim.

Our digital commerce operations are a critical element of our long-term growth strategy and are vital to the overall success of our business.

Furthermore, a substantial portion of our corporate employees continue to work remotely.

Risks Related to Environmental, Social, and Governance Issues

Our business could suffer if we fail to meet our global citizenship and sustainability goals or if such goals do not meet the expectations of our stakeholders

Furthermore, investors have placed increased importance on the social cost of their investments.

Further, we could incur additional costs, face market and technological barriers, and require additional resources to monitor, report, and comply with various ESG practices.

Our failure, or perceived failure, to achieve our sustainability goals could damage the reputation of our brands and lead to adverse consumer actions and/or investment decisions by investors, as well as our ability to attract and retain employees.

Climate change, or our ability to adhere to any legislation and regulatory requirements related to climate change, may adversely affect our business.

Our business is susceptible to risks associated with climate change, including potential disruptions to our retail stores, distribution centers, and corporate facilities.

Increased frequency and/or severity of adverse weather events due to climate change could adversely impact global supply chains, including the availability and cost of raw materials (such as cotton, a key raw material used in the production of our products that is highly susceptible to severe weather conditions), the ability of our manufacturers to fulfill our orders timely and to our specifications, and shipping disruptions and/or higher freight costs.

An increase in extreme weather conditions could also result in more frequent damage and/or closures of our stores and distribution centers, adversely impact retail traffic, consumer's disposable income levels or spending habits on discretionary items, or otherwise disrupt business operations in the communities in which we operate, any of which could result in lost sales or higher costs.

In addition, many countries in which we and our suppliers operate have begun enacting new legislation and regulations in an attempt to mitigate the potential impacts of climate change, which could result in higher sourcing, operational, and compliance-related costs.

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

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

Implementation of our growth strategy involves the continuation and expansion of our multi-channel distribution network, including within international markets such as China, which is subject to many factors, including, but not limited to, our ability to:

- identify new or underpenetrated markets where our products and brand will be accepted by consumers;

- attract customers, particularly in new markets;

- identify desirable freestanding and department store locations, the availability of which may be out of our control;

- negotiate acceptable lease terms, including desired tenant improvement allowances;

- efficiently and cost effectively build-out stores and shop-within-shops;

- source sufficient inventory levels to meet the needs of the new stores and shop-within-shops;

- hire, train, and retain competent store personnel; and

- integrate new stores and shop-within-shops into our existing systems and operations.

We have implemented restructuring plans to support key strategic initiatives, such as the Fiscal 2021 Strategic Realignment Plan, as described in Item 1 — *"Business — Recent Developments."* Although designed to deliver long-term sustainable growth, restructuring plans present significant potential risks that may impair our ability to achieve anticipated operating enhancements and/or cost reductions, or otherwise harm our business, including:

- higher than anticipated costs in implementing planned workforce reductions, particularly in highly regulated locations outside the U.S.;

- higher than anticipated lease termination and store or facility closure costs (see *"Risks Related to our Business and Operations* — *Our business is subject to risks associated with leasing real estate and other assets under long-term, non-cancellable leases"*);

- failure to meet operational targets or customer requirements due to the loss of employees or inadequate transfer of knowledge;

- failure to maintain adequate controls and procedures while executing, and subsequent to completing, our restructuring plans;

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

- attrition beyond any planned reduction in workforce; and

- damage to our reputation and brand image due to our restructuring-related activities, including the closure of certain of our stores.

- competitively pricing our products and creating an acceptable value proposition for consumers;

- providing strong and effective marketing support;

- recruiting and retaining key employees;

claimed ownership rights to some of our key trademarks that include Polo and/or a representation of a polo player astride a horse, or otherwise have contested our rights to our trademarks.

Prices of raw materials used to manufacture our products may also fluctuate significantly as a result of many factors, including general economic conditions, energy prices, crop yields, and availability of labor and the related costs of such labor.

Any increases in prices of such raw materials could have a material adverse effect on our cost of sales.

Furthermore, the cost of labor at many of our third-party manufacturers has been increasing significantly and, as the middle class in developing countries such as China continues to grow, it is unlikely that such cost pressure will abate.

The cost of transportation remains significant as well, and it is likely that such cost will fluctuate significantly if oil prices remain volatile.

A decision by the controlling owner of a group of stores or any other significant customer, whether motivated by economic conditions, financial difficulties, competitive

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

Our amended Global Credit Facility also contains representations and warranties, including that there has been no material adverse change in the business, operations, property, or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole.

Although we have purchased network security and cyber liability insurance to provide a level of financial protection should a data breach occur,

such insurance may not cover us against all claims or costs associated with such a breach.

business, and similar foreign country laws, such as the U.K. Bribery Act, which prohibits U.K. and related companies from any form of bribery;

In response, certain member countries are beginning to implement legislation to align their international tax rules with the OECD's recommendations, such as Switzerland’s recently enacted Swiss Tax Act, as described in Item 7 — "*Management's Discussion and Analysis of Financial Condition and Results of Operations — Recent Developments."* Additionally, the Biden Administration has proposed to increase the U.S. corporate income tax rate from 21% up to as much as 28%, as well as increase U.S. taxation on foreign earnings.

Additionally, the United Kingdom recently withdrew from the European Union, commonly referred to as "Brexit," whereby it ceased to be a member effective January 31, 2020.

In December 2020, the United Kingdom and the European Union entered into an agreement that defines their future relationship, including terms of trade, that among its provisions will result in new tariffs on goods imported to the United Kingdom from the European Union that were manufactured elsewhere, as well as require additional administrative effort to import and export goods, adding friction and cost to transportation.

The United Kingdom's future relationship with the European Union could also adversely impact consumer and investor confidence, and the level of consumer purchases of discretionary items and luxury retail products, including our products.

Although we are closely monitoring the latest Brexit developments, including the December 2020 trade agreement, and are assessing risks and opportunities and developing strategies to mitigate our exposure, Brexit and its resulting impacts to the economy could materially adversely affect our business.

by changes in the mix and level of earnings by jurisdiction or by changes to existing accounting rules.

responsibility to correct such predictions when they differ from our own expectations.

As such, Fiscal [removed: 2021] [added: 2022] ended on [removed: March 27, 2021] [added: April 2, 2022] and was a [removed: 52-week] [added: 53-week] period; Fiscal [removed: 2020] [added: 2021] ended on March [removed: 28, 2020] [added: 27, 2021] and was a 52-week period; Fiscal [removed: 2019] [added: 2020] ended on March [removed: 30, 2019] [added: 28, 2020] and was a 52-week period; and Fiscal [removed: 2022] [added: 2023] will end on April [removed: 2, 2022] [added: 1, 2023] and will be a [removed: 53-week] [added: 52-week] period.

*•Overview.* This section provides a general description of our business, global economic conditions and industry trends, and a summary of our financial performance for Fiscal [removed: 2021.][added: 2022.]

- *Results of operations.* This section provides an analysis of our results of operations for Fiscal [removed: 2021] [added: 2022] and Fiscal [removed: 2020] [added: 2021] as compared to the respective prior fiscal year.

- *Financial condition and liquidity.* This section provides a discussion of our financial condition and liquidity as of [removed: March 27, 2021,] [added: April 2, 2022,] 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: 2021] [added: 2022] and Fiscal [removed: 2020] [added: 2021] as compared to the respective prior fiscal year; (iii) an analysis of our liquidity, including the availability under our commercial paper borrowing program and credit facilities, our outstanding debt and covenant compliance, common stock repurchases, and payments of dividends; and (iv) a summary of our [removed: contractual and other obligations] [added: material cash requirements] as of [removed: March 27, 2021.][added: April 2, 2022.]

- *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 [removed: March 27, 2021.][added: April 2, 2022.]

- *Critical accounting policies.* This section discusses [added: our critical] 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.

Our long-standing reputation and distinctive image have been developed across [removed: an expanding number] [added: a wide range] of products, brands, [removed: sales] [added: distribution] channels, and international markets.

Our brand names include Ralph Lauren, Ralph Lauren Collection, Ralph Lauren Purple Label, Polo Ralph Lauren, Double RL, Lauren Ralph Lauren, Polo Ralph Lauren Children, [removed: Chaps,] and [removed: Club Monaco,] [added: Chaps,] among others.

- *North America* — Our North America segment, representing approximately [removed: 45%] [added: 48%] of our Fiscal [removed: 2021] [added: 2022] net revenues, primarily consists of sales of our Ralph Lauren branded products made through our retail and wholesale businesses in the U.S. and [removed: Canada, excluding Club Monaco.][added: Canada.]

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

*•Europe* — Our Europe segment, representing approximately [removed: 27%] [added: 28%] of our Fiscal [removed: 2021] [added: 2022] net revenues, primarily consists of sales of our Ralph Lauren branded products made through our retail and wholesale businesses in [removed: Europe, the Middle East,] [added: Europe] and [removed: Latin America, excluding Club Monaco.][added: emerging markets.]

Our wholesale business in Europe is comprised [added: primarily] 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.

- *Asia* — Our Asia segment, representing approximately [removed: 23%] [added: 21%] of our Fiscal [removed: 2021] [added: 2022] net revenues, primarily consists of sales of our Ralph Lauren branded products made through our retail and wholesale businesses in Asia, Australia, and New Zealand.

In addition to these reportable segments, we also have other non-reportable segments, representing approximately [removed: 5%] [added: 3%] of our Fiscal [removed: 2021] [added: 2022] net revenues, which primarily consist of [removed: (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,] [added: Ralph Lauren] and [removed: (ii)] [added: Chaps branded] royalty revenues earned through our global licensing [removed: alliances, excluding Club Monaco.][added: alliances.]

[removed: As discussed in *"Recent Developments,"* on May 13, 2021, we announced] [added: (a)Reflects] the [removed: anticipated sale] [added: disposition] of our [added: former] Club Monaco [removed: business, which is expected to close by] [added: business at] the end of the first quarter of Fiscal 2022.

Approximately [removed: 52%] [added: 51%] of our Fiscal [removed: 2021] [added: 2022] 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.

In addition, fluctuations in sales, operating [removed: income,] [added: income (loss),] and cash flows in any fiscal quarter may be affected by other events affecting retail sales, such as changes in weather patterns.

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

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

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

[removed: Further, even after such] [added: Such] government [removed: restrictions and] [added: restrictions,] company [removed: initiatives are lifted,] [added: initiatives, and other macroeconomic impacts resulting from the pandemic could continue to adversely affect] consumer behavior, spending levels, and/or shopping preferences, such as willingness to congregate in indoor shopping centers or other populated [removed: locations, could be adversely affected.][added: locations.]

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

Further, [added: throughout] the [added: course of the pandemic, the] majority of our stores that [removed: are] [added: were] 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 [added: course of the] pandemic, our priority has been to ensure the safety and well-being of our employees, customers, and the communities in which we operate around the world.

We [removed: have] also [removed: taken] [added: took] various preemptive actions [added: in the prior fiscal year] to preserve cash and strengthen our liquidity position, [removed: including:][added: as described in the Fiscal 2021 10-K.]

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

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

We have [removed: begun] [added: undertaken] efforts to realign our resources to support future growth and profitability, and to create a [removed: sustainable] [added: sustainable, enhanced] cost structure.

The key [removed: areas of our] [added: initiatives underlying these efforts involve] evaluation [removed: include] [added: of] our: (i) team organizational structures and ways of working; (ii) real estate footprint and related costs across [added: our] 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 [removed: workforce by the end of Fiscal 2021.][added: workforce.]

Additionally, during [removed: our] [added: a] 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.

[removed: On] [added: Shortly thereafter, 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 [added: and] in connection with our third [removed: initiative (see "*Transition of Chaps Brand to a Licensing Model"* further below for additional discussion).][added: initiative.]

[removed: Additionally,] [added: Later,] on February 3, 2021, our Board of Directors approved additional [removed: realignment] actions related to our real estate initiative.

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

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

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

Finally, on [removed: May 13,] [added: June 26,] 2021, in connection with our brand portfolio initiative, we [removed: announced that we have entered into an agreement to sell] [added: sold] our [added: former] Club Monaco business to Regent, [removed: L.P.,] [added: L.P. ("Regent"),] a global private equity [removed: firm.][added: firm, with no resulting gain or loss on sale realized during the first quarter of Fiscal 2022.]

[removed: Once substantially completed by the end of Fiscal 2022, these actions] [added: Actions associated with this plan] are expected to result in gross annualized pre-tax expense savings of approximately $200 [removed: million to $240] million, a portion of which [removed: will be] [added: is being] reinvested back into the business.

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

In addition, prior to its disposition at the end of our first quarter of Fiscal 2022, our other non-reportable segments also included sales of Club Monaco branded products made through our retail and wholesale businesses in the U.S., Canada, and Europe, and our licensing alliances in Asia.

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

Such disruptions continued throughout Fiscal 2022 in certain regions, although to a lesser extent than the comparable prior year fiscal period.

However, our digital commerce operations have grown significantly from pre-pandemic levels, due in part to our investments and enhanced capabilities, as well as changes in consumer shopping preferences.

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

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

Such disruptions have reduced the availability of inventory, delayed timing of inventory receipts, and resulted in increased costs for the both the purchase and transportation of such inventory.

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

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

Regent acquired Club Monaco's assets and liabilities in exchange for potential future cash consideration payable to us, including earn-out payments based on Club Monaco meeting certain defined revenue thresholds over a five-year period.

Accordingly, we may realize amounts in the future related to the receipt of such contingent consideration.

Additionally, in connection with this divestiture, we are providing Regent with certain operational support for a transitional period of approximately 1 year, varying by functional area.

In connection with the Fiscal 2021 Strategic Realignment Plan, we have recorded cumulative pre-tax charges of $262.1 million, of which $25.3 million and $236.8 million were recorded during Fiscal 2022 and Fiscal 2021, respectively.

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

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

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

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

Such disruptions have reduced the availability of inventory, delayed timing of inventory receipts, and resulted in increased costs for the both the purchase and transportation of such inventory.

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

The global economy has also been negatively impacted by the war between Russia and Ukraine.

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

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

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

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

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

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

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

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

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

We also continue to drive consumer engagement and global brand awareness through our sports sponsorships, which include the Wimbledon, U.S. Open, and Australian Open tennis tournaments, Team U.S.A in the Olympic and Paralympic Games, and various golf organizations and tournament events, including the Professional Golfers' Association ("PGA") of America, the PGA Championship, the U.S. Golf Association, and the U.S. Ryder Cup Team, as well as through our special product releases and limited collections.

Additionally, we have accelerated our marketing investments, with a focus on supporting new customer acquisition, digitally-amplified brand campaigns, and resumption of in-store programs as markets continue to reopen worldwide.

In connection with our long-term brand elevation strategy, we completed the sale of our former Club Monaco business at the end of the first quarter of Fiscal 2022 and successfully transitioned our Chaps business to a fully licensed business model during the second quarter of Fiscal 2022 as planned, thereby enabling our teams to focus our resources on our core brands.

The increase in net revenues reflected growth across all regions largely driven by a reduction in store closures and other COVID-19-related disruptions experienced during the current fiscal year as compared to the prior fiscal year, coupled with continued growth in our digital commerce operations and overall stronger consumer demand, as well as the benefit of the incremental 53rd week.

This growth was partially offset by the disposition of our former Club Monaco business at the end of the first quarter of Fiscal 2022 and the transition of our Chaps business to a fully licensed business model during the second quarter of Fiscal 2022.

Selling, general, and administrative ("SG&A") expenses as a percentage of net revenues during Fiscal 2022 decreased by 680 basis points to 53.2%, primarily driven by operating leverage on higher net revenues, partially offset by higher expenses across various categories to drive strategic growth, coupled with the return to more normalized operations in comparison to the prior fiscal year.

Net income increased by $721.2 million to $600.1 million in Fiscal 2022 as compared to Fiscal 2021, primarily due to an $842.0 million increase in our operating income, partially offset by a $108.2 million increase in our income tax provision.

Net income per diluted share increased by $9.72 to $8.07 per share during Fiscal 2022 driven by the higher level of net income.

Partially offsetting these charges was the favorable impact of the 53rd week in Fiscal 2022, which increased net income by $16.5 million, or approximately $0.22 per diluted share.

Net cash provided by operating activities was $715.9 million during Fiscal 2022, as compared to $380.9 million during Fiscal 2021.

Fiscal 2022 includes non-routine bad debt expense of $3.6 million recorded in connection with Russia-related accounts receivables, partially offset by COVID-19-related bad debt expense reversals of $1.2 million.

| | | | 42 | | | | | |

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).

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

- 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);

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

- temporarily reducing the base compensation of our executives and senior management team, as well as our Board of Directors, for the first quarter of Fiscal 2021;

- furloughing or reducing work hours for a significant portion of our employees during the first half of Fiscal 2021;

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

- 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.

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

current organizational profile and new ways of working.

The transaction is expected to close by the end of the first quarter of Fiscal 2022.

In connection with these collective realignment initiatives, we expect to incur total estimated pre-tax charges of approximately $300 million to $350 million, of which $236.8 million was recorded during Fiscal 2021.

These estimated charges and expense savings are subject to change based upon the completion of the sale of our Club Monaco business.

*Transition of Chaps Brand to a Fully Licensed Business Model*

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.

*U.S. Tax Reform*

In January 2018, new U.S. tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "TCJA") became effective.

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

During 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 TCJA.

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

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

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

The U.S. in particular has experienced civil unrest centered around racial inequality and political allegiances.

Additionally, the United Kingdom recently withdrew from the European Union, commonly referred to as "Brexit," whereby it ceased to be a member effective January 31, 2020.

In December 2020, the United Kingdom and the European Union entered into an agreement that defines their future relationship, including terms of trade, that among its provisions will result in new tariffs on goods imported to the United Kingdom from the European Union that were manufactured elsewhere, as well as require additional administrative effort to import and export goods, adding friction and cost to transportation.

Further, certain other worldwide events, including 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.

Prior to the COVID-19 pandemic, consumers had been increasingly shifting their shopping preference from physical stores to online.

This shift in preference has accelerated during the pandemic and could be further amplified in the future as consumers may continue to prefer to avoid populated locations, such as shopping centers, in fear of exposing themselves to infectious diseases.

Even before the pandemic, many retailers, including certain of our large wholesale customers, have been highly promotional and have aggressively marked down their merchandise on a periodic basis in an attempt to offset declines in physical store traffic.

The COVID-19 pandemic could exacerbate these trends if companies do not have adequate financial resources and/or access to additional capital to withstand prolonged periods of adverse economic conditions.

We continue to expand our offering of Connected Retailing capabilities to enhance the consumer experience,

which now include virtual clienteling, Buy Online-Ship to Store, Buy Online-Pick Up in Store, curbside pickup, appointment scheduling, and mobile checkout and contactless payments.

Further, during Fiscal 2021, we launched new digital flagships in Japan and Hong Kong, as well as our first subscription apparel rental service, the Lauren Look.

We are closely monitoring the latest Brexit developments, including the December 2020 trade agreement, and are assessing risks and opportunities and developing strategies to mitigate our exposure.

The decrease in net revenues during Fiscal 2021 was largely due to declines in North America and Europe driven by COVID-19 business disruptions.

Selling, general, and administrative ("SG&A") expenses as a percentage of net revenues increased by 740 basis points to 60.0% during Fiscal 2021, primarily driven by operating deleverage on lower net revenues, partially offset by expense savings across various categories.

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

Our long-standing reputation and distinctive image have been developed across [removed: an expanding number] [added: a wide range] of products, brands, [removed: sales] [added: distribution] channels, and international markets.

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

Our global reach is extensive, as we sell directly to customers throughout the world via our [removed: 548] [added: 504] retail stores and [removed: 650] [added: 684] concession-based shop-within-shops, as well as through our own digital commerce sites and those of various third-party digital partners.

[removed: Merchandise is also available through our wholesale distribution channels at 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: 139 Ralph Lauren stores and shops, and 143 Club Monaco] [added: 148] stores and shops.

As of [removed: March 27, 2021,] [added: April 2, 2022,] Mr. R. Lauren, or entities controlled by the Lauren family, held approximately [removed: 84%] [added: 85%] of the voting power of the Company's outstanding common stock.

We believe that our size and the global scope of our operations provide us with design, sourcing, and distribution synergies across our [removed: different businesses.][added: business.]

[removed: ][added: ]

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

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

Additional information relating to Design the Change can be found in our annual sustainability reports, which is available at our website at http://investor.ralphlauren.com under the caption "Global Citizenship & Sustainability Report." Our [removed: 2021] [added: 2022] Global Citizenship & Sustainability Report is expected to be published in June [removed: 2021.][added: 2022.]

[removed: 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.

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

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

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

[removed: Further, even after such] [added: Such] government [removed: restrictions and] [added: restrictions,] company [removed: initiatives are lifted,] [added: initiatives, and other macroeconomic impacts resulting from the pandemic could continue to adversely affect] consumer behavior, spending levels, and/or shopping preferences, such as willingness to congregate in indoor shopping centers or other populated [removed: locations, could be adversely affected.][added: locations.]

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

Further, [added: throughout] the [added: course of the pandemic, the] majority of our stores that [removed: are] [added: were] 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 [added: course of the] pandemic, our priority has been to ensure the safety and well-being of our employees, customers, and the communities in which we operate around the world.

We [removed: have] also [removed: taken] [added: took] various preemptive actions [added: in the prior fiscal year] to preserve cash and strengthen our liquidity position, [removed: including:][added: as described in the Fiscal 2021 10-K.]

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

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

We have [removed: begun] [added: undertaken] efforts to realign our resources to support future growth and profitability, and to create a [removed: sustainable] [added: sustainable, enhanced] cost structure.

The key [removed: areas of our] [added: initiatives underlying these efforts involve] evaluation [removed: include] [added: of] our: (i) team organizational structures and ways of working; (ii) real estate footprint and related costs across [added: our] 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 [removed: workforce by the end of Fiscal 2021.][added: workforce.]

Additionally, during [removed: our] [added: a] 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.

[removed: On] [added: Shortly thereafter, 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 [added: and] in connection with our third [removed: initiative (see "*Transition of Chaps Brand to a Licensing Model"* further below for additional discussion).][added: initiative.]

[removed: Additionally,] [added: Later,] on February 3, 2021, our Board of Directors approved additional [removed: realignment] actions related to our real estate initiative.

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

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

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

Finally, on [removed: May 13,] [added: June 26,] 2021, in connection with our brand portfolio initiative, we [removed: announced that we have entered into an agreement to sell] [added: sold] our [added: former] Club Monaco business to Regent, [removed: L.P.,] [added: L.P. ("Regent"),] a global private equity [removed: firm.][added: firm, with no resulting gain or loss on sale realized during the first quarter of Fiscal 2022.]

[removed: Once substantially completed by the end of Fiscal 2022, these actions] [added: Actions associated with this plan] are expected to result in gross annualized pre-tax expense savings of approximately $200 [removed: million to $240] million, a portion of which [removed: will be] [added: is being] reinvested back into the business.

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

The products [removed: will be] [added: are being] sold at existing channels of distribution with opportunities for expansion into additional channels and markets globally.

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

In connection with the Fiscal [removed: 2019 Restructuring] [added: 2021 Strategic Realignment] Plan, we have recorded cumulative [added: pre-tax] charges of [removed: $145.8 million since its inception,] [added: $262.1 million,] of which [removed: $48.5] [added: $25.3] million and [removed: $97.3] [added: $236.8] million were recorded during Fiscal [removed: 2020] [added: 2022] and Fiscal [removed: 2019,] [added: 2021,] respectively.

- *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, [removed: Chaps,] and [removed: Club Monaco,] [added: Chaps,] among others.

For more than 50 years, Ralph Lauren has sought to inspire the dream of a better life through authenticity and timeless style.

Merchandise is also available through our wholesale distribution channels at approximately 9,000 doors worldwide,

The content of our sustainability

See Item 1A — *"Risk Factors — Risks Related to Environmental, Social, and Governance Issues."*

Such disruptions continued throughout Fiscal 2022 in certain regions, although to a lesser extent than the comparable prior year fiscal period.

However, our digital commerce operations have grown significantly from pre-pandemic levels, due in part to our investments and enhanced capabilities, as well as changes in consumer shopping preferences.

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

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

Such disruptions have reduced the availability of inventory, delayed timing of inventory receipts, and resulted in increased costs for the both the purchase and transportation of such inventory.

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

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

Regent acquired Club Monaco's assets and liabilities in exchange for potential future cash consideration payable to us, including earn-out payments based on Club Monaco meeting certain defined revenue thresholds over a five-year period.

Accordingly, we may realize amounts in the future related to the receipt of such contingent consideration.

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

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

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

Double RL is available at Double

The collection is built upon an assortment of essentials that is designed to be mixed with seasonal updates, all rooted in the brand's classic style.

In addition, prior to its disposition at the end of our first quarter of Fiscal 2022, our other non-reportable segments also included sales of Club Monaco branded products made through our retail and wholesale businesses in the U.S., Canada, and Europe, and our licensing alliances in Asia.

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

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

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

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

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

We continue to expand accessibility to our digital flagships globally while localizing language, currencies, payment methods, product assortments, and content.

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

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

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

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

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

| | | | | | | Chaps | | | | | | 5 Star Apparel LLC | | |

| | | | | | | Sleepwear | | | | | | Charles Komar and Sons, Inc. | | |

| | | | | | | Chaps | | | | | | 5 Star Apparel LLC | | |

| | | | | | | Lighting | | | | | | Visual Comfort of America LLC | | |

In connection with our long-term growth strategy, we also continue to scale and expand our Connected Retail capabilities to enhance the consumer experience, which now include virtual selling appointments, Buy Online-Pick Up in Store, and mobile checkout and contactless payments, among other capabilities.

Ralph Lauren brands are also represented in several virtual economy platforms, providing digital apparel offerings and virtual brand experiences in the metaverse that attract younger consumers.

See "*Import Restrictions and Other Government Regulations,*" Item 1A — "*Risk Factors* — *Risks Related to Macroeconomic Conditions — Economic conditions could have a negative impact on our major customers, suppliers,*

- provide strong and effective marketing support, including through digital and social media platforms in order to stay better connected to consumers;

- recruit and retain employees to operate our retail stores, distribution centers, and various corporate functions;

We are also continually enhancing the consumer experience by adding new functionality to our direct-to-consumer channels, including new Connected Retail capabilities, which now include virtual selling appointments, Buy Online-Pick Up in Store, and mobile checkout and contactless payments, among other capabilities.

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.

| | | | | | | | | |

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

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).

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

- 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);

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

- temporarily reducing the base compensation of our executives and senior management team, as well as our Board of Directors, for the first quarter of Fiscal 2021;

- furloughing or reducing work hours for a significant portion of our employees during the first half of Fiscal 2021;

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

- 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.

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

The transaction is expected to close by the end of the first quarter of Fiscal 2022.

In connection with these collective realignment initiatives, we expect to incur total estimated pre-tax charges of approximately $300 million to $350 million, of which $236.8 million was recorded during Fiscal 2021.

These estimated charges and expense savings are subject to change based upon the completion of the sale of our Club Monaco business.

Transition of Chaps Brand to a Fully Licensed Business Model

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.

Fiscal 2019 Restructuring Plan

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

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

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

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

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

The complete world of Ralph Lauren Home can be explored online at RalphLaurenHome.com.

A selection of watches is also available online at RalphLauren.com and the finest watch retailers.

The collection is built upon an assortment of essentials that is designed to be periodically augmented with trend-relevant colors and patterns.

5.Club Monaco — Founded in 1985, Club Monaco is a modern, urban-minded brand with an element of ease and a spark of entrepreneurship.

The brand prides itself on creating elevated essentials recognized for their style, design, fit, and functionality with a relaxed, of-the-moment sensibility.

Club Monaco apparel, footwear, and accessories are available at Club Monaco stores and select department stores in North America and around the world, as well as online at ClubMonaco.com and ClubMonaco.ca.

Refer to *"Recent Developments"* for discussion regarding the anticipated sale of our Club Monaco business, which is expected to close by the end of the first quarter of Fiscal 2022.

Our wholesale

We also continue to introduce new Connected Retail capabilities, such as virtual clienteling, Buy Online-Ship to Store, Buy Online-Pick Up in Store, curbside pickup, appointment scheduling, and mobile checkout, to further enhance our customers' shopping experience.

| Total | | | | | | 151 | | |

| Total | | | | | | 325 | | |

| Asia | | | | | | 616 | | |

| Other non-reportable segments | | | | | | 4 | | |

| Total(a) | | | | | | 650 | | |

Club Monaco Stores

We are involved, from time to time, in litigation, other legal claims, and proceedings involving matters associated with or incidental to our business, including, among other things, matters involving credit card fraud, trademark and other intellectual property, licensing, importation and exportation of products, taxation, unclaimed property, [added: leases,] and employee relations.

For the fiscal year ended [removed: March 27, 2021][added: April 2, 2022]

The aggregate market value of the registrant's voting common stock held by non-affiliates of the registrant was approximately [removed: $3.385] [added: $5.624] billion as of September [removed: 25, 2020,] [added: 24, 2021,] 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: 14, 2021, 48,250,036] [added: 18, 2022, 45,194,105] 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 [removed: March 27, 2021.][added: April 2, 2022.]

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

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

- the impact to our business resulting from the COVID-19 pandemic, including 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 [removed: wholesale] customers, [removed: licensing partners,] suppliers, and vendors, and potential changes to consumer behavior, spending levels, and/or shopping preferences, such as willingness to congregate in shopping centers or other populated locations;

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

- 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 trade developments between the U.S. and China, [removed: as well as the trade agreement reached in December 2020 between the United Kingdom] and [removed: the European Union, and] any related impact to global stock markets, as well as our ability to implement mitigating sourcing strategies;

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

- the potential impact to the trading prices of our securities if our [added: operating results,] Class A common stock share repurchase [removed: activity] [added: activity,] and/or cash dividend payments differ from investors' expectations;

- changes in the business of, and our relationships with, major wholesale customers and licensing partners; [added: and]

- our ability to achieve our goals regarding environmental, social, and governance practices, including those related to [added: climate change and] our human capital; [removed: and]

All references to "Fiscal 2022" represent the 53-week fiscal year [removed: ending] [added: ended] April 2, 2022.

All references to "Fiscal [removed: 2019"] [added: 2023"] represent the 52-week fiscal year [removed: ended March 30, 2019.][added: ending April 1, 2023.]

RALPH LAUREN CORPORATION

TABLE OF CONTENTS

| | | | | | | Page | | |

| | | | PART I | | | | | |

| [Item 1.](#i500ae552570a41b3bd85adecd06bbcd8_13) | | | [Business](#i500ae552570a41b3bd85adecd06bbcd8_13) | | | [3](#i500ae552570a41b3bd85adecd06bbcd8_13) | | |

| [Item 1A.](#i500ae552570a41b3bd85adecd06bbcd8_82) | | | [Risk Factors](#i500ae552570a41b3bd85adecd06bbcd8_82) | | | [25](#i500ae552570a41b3bd85adecd06bbcd8_82) | | |

| [Item 1B.](#i500ae552570a41b3bd85adecd06bbcd8_85) | | | [Unresolved Staff Comments](#i500ae552570a41b3bd85adecd06bbcd8_85) | | | [39](#i500ae552570a41b3bd85adecd06bbcd8_85) | | |

| [Item 2.](#i500ae552570a41b3bd85adecd06bbcd8_88) | | | [Properties](#i500ae552570a41b3bd85adecd06bbcd8_88) | | | [40](#i500ae552570a41b3bd85adecd06bbcd8_88) | | |

| [Item 3.](#i500ae552570a41b3bd85adecd06bbcd8_91) | | | [Legal Proceedings](#i500ae552570a41b3bd85adecd06bbcd8_91) | | | [40](#i500ae552570a41b3bd85adecd06bbcd8_91) | | |

| [Item 4.](#i500ae552570a41b3bd85adecd06bbcd8_94) | | | [Mine Safety Disclosure](#i500ae552570a41b3bd85adecd06bbcd8_94) | | | [40](#i500ae552570a41b3bd85adecd06bbcd8_94) | | |

| | | | PART II | | | | | |

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

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

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

| [Item 7A.](#i500ae552570a41b3bd85adecd06bbcd8_130) | | | [Quantitative and Qualitative Disclosures](#i500ae552570a41b3bd85adecd06bbcd8_130) [A](#i500ae552570a41b3bd85adecd06bbcd8_130)[bout Market Risk](#i500ae552570a41b3bd85adecd06bbcd8_130) | | | [76](#i500ae552570a41b3bd85adecd06bbcd8_130) | | |

| [Item 8.](#i500ae552570a41b3bd85adecd06bbcd8_133) | | | [Financial Statements and Supplementary Data](#i500ae552570a41b3bd85adecd06bbcd8_133) | | | [76](#i500ae552570a41b3bd85adecd06bbcd8_133) | | |

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

| [Item 9A.](#i500ae552570a41b3bd85adecd06bbcd8_139) | | | [Controls](#i500ae552570a41b3bd85adecd06bbcd8_139) [](#i500ae552570a41b3bd85adecd06bbcd8_139)[and](#i500ae552570a41b3bd85adecd06bbcd8_139) [Procedures](#i500ae552570a41b3bd85adecd06bbcd8_139) | | | [76](#i500ae552570a41b3bd85adecd06bbcd8_139) | | |

| [Item 9B.](#i500ae552570a41b3bd85adecd06bbcd8_142) | | | [Other Information](#i500ae552570a41b3bd85adecd06bbcd8_142) | | | [77](#i500ae552570a41b3bd85adecd06bbcd8_142) | | |

| [Item 9C.](#i500ae552570a41b3bd85adecd06bbcd8_2358) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i500ae552570a41b3bd85adecd06bbcd8_2358) | | | [77](#i500ae552570a41b3bd85adecd06bbcd8_2358) | | |

| | | | | | | | | |

| | | | PART III | | | | | |

| [Item 10.](#i500ae552570a41b3bd85adecd06bbcd8_148) | | | [Directors, Executive Officers and Corporate Governance](#i500ae552570a41b3bd85adecd06bbcd8_148) | | | [77](#i500ae552570a41b3bd85adecd06bbcd8_148) | | |

| [Item 11.](#i500ae552570a41b3bd85adecd06bbcd8_151) | | | [Executive Compensation](#i500ae552570a41b3bd85adecd06bbcd8_151) | | | [77](#i500ae552570a41b3bd85adecd06bbcd8_151) | | |

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

| [Item 13.](#i500ae552570a41b3bd85adecd06bbcd8_157) | | | [Certain Relationships and Related Transactions, and Director Independence](#i500ae552570a41b3bd85adecd06bbcd8_157) | | | [78](#i500ae552570a41b3bd85adecd06bbcd8_157) | | |

| [Item 14.](#i500ae552570a41b3bd85adecd06bbcd8_160) | | | [Principal Account](#i500ae552570a41b3bd85adecd06bbcd8_160)[ant](#i500ae552570a41b3bd85adecd06bbcd8_160) [Fees and Services](#i500ae552570a41b3bd85adecd06bbcd8_160) | | | [78](#i500ae552570a41b3bd85adecd06bbcd8_160) | | |

| | | | | | | | | |

| | | | PART IV | | | | | |

| [Item 15.](#i500ae552570a41b3bd85adecd06bbcd8_166) | | | [Exhibits](#i500ae552570a41b3bd85adecd06bbcd8_166) [and](#i500ae552570a41b3bd85adecd06bbcd8_166) [Financial Statement Schedules](#i500ae552570a41b3bd85adecd06bbcd8_166) | | | [79](#i500ae552570a41b3bd85adecd06bbcd8_166) | | |

| [Item 16.](#i500ae552570a41b3bd85adecd06bbcd8_2382) | | | [Form 10-K Summary](#i500ae552570a41b3bd85adecd06bbcd8_2382) | | | [82](#i500ae552570a41b3bd85adecd06bbcd8_2382) | | |

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

- the potential impact to our business resulting from supply chain disruptions, including those caused by capacity constraints, closed factories and/or labor shortages (stemming from pandemic diseases, labor disputes, strikes, or otherwise), scarcity of raw materials, and port congestion, which could result in inventory shortages and lost sales;

- our ability to recruit and retain employees to operate our retail stores, distribution centers, and various corporate functions;

| | | | | | | | | |

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

None.

Not applicable.

The following table sets forth information relating to our principal properties as of [removed: March 27, 2021:][added: April 2, 2022:]

| Greensboro, NC | | | | | | Wholesale and retail distribution facility | | | | | | [removed: 337,700] [added: 357,400] | | |

| 650 Madison Avenue, NYC | | | | | | Executive and corporate offices, design studio, and showrooms | | | | | | [removed: 273,200] [added: 240,800] | | |

| 601 West 26th Street, NYC | | | | | | Corporate offices | | | | | | [removed: 263,000] [added: 216,200] | | |

| Nutley, NJ | | | | | | Corporate and retail administrative offices and showrooms | | | | | | [removed: 255,000] [added: 145,700] | | |

As of [removed: March 27, 2021,] [added: April 2, 2022,] we directly operated [removed: 548] [added: 504] retail stores, totaling approximately [removed: 4.2] [added: 4.0] million square feet.

| Watford, UK | | | | | | Europe corporate offices | | | | | | 28,000 | | |

| London, UK | | | | | | Europe corporate offices | | | | | | 19,650 | | |

| Milan, Italy | | | | | | Retail flagship store | | | | | | 14,900 | | |

| Geneva, Switzerland | | | | | | European corporate offices | | | | | | 96,100 | | |

As of May [removed: 14, 2021,] [added: 18, 2022,] there were [removed: 649] [added: 634] holders of record of our Class A common stock and [removed: 8] [added: 7] 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 [removed: March 27, 2021.][added: April 2, 2022.]

The following table sets forth repurchases of shares of our Class A common stock during the fiscal quarter ended [removed: March 27, 2021:][added: April 2, 2022:]

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

[removed: (a)] [added: (b)] 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: (b)] [added: (a)] As of [removed: March 27, 2021,] [added: April 2, 2022,] the remaining availability under our Class A common stock repurchase program was approximately [removed: $580 million,] [added: $1.629 billion,] reflecting the [removed: May 13, 2019] [added: February 2, 2022] approval by our Board of Directors to expand the program by up to an additional [removed: $600 million] [added: $1.500 billion] of Class A common stock repurchases.

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 April [removed: 2, 2016,] [added: 1, 2017,] the last day of our [removed: 2016] [added: 2017] fiscal year, through [removed: March 27, 2021,] [added: April 2, 2022,] the last day of our [removed: 2021] [added: 2022] fiscal year.

The returns are calculated by assuming a $100 investment made on April [removed: 2, 2016] [added: 1, 2017] in Class A common stock or March 31, [removed: 2016] [added: 2017] in an index, with all dividends reinvested.

[removed: ][added: ]

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

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

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

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

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

| 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 | | | | | | | | | | | | — | | | | | | | | |

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.

| | | | | | | | | |

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

| | | | 42 | | | | | |

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

| | | | | | | | | |

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

| | | | 75 | | | | | |

There has been no change in our internal control over financial reporting during the fourth quarter of Fiscal [removed: 2021] [added: 2022] that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Although there have been no material changes in the Company's internal control over financial reporting, we [removed: have experienced] [added: continue to experience] varying degrees of business disruptions related to the COVID-19 pandemic, including periods of [added: temporary] closure of our stores, distribution centers, and corporate facilities, as described within Item 1 — *"Business* — *Recent Developments,"* with a significant portion of our corporate employees [removed: working remotely throughout Fiscal 2021.][added: continuing to work remotely.]

[removed: Our Board of Directors has also approved a restructuring plan,] [added: Additionally, in connection with our Fiscal 2021 Strategic Realignment Plan,] as described within Item 1 — *"Business* — *Recent Developments,"* [removed: which has resulted in] [added: we made] a significant reduction to our global workforce during the second half of Fiscal 2021.

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

See Item 1A — *"Risk*

PART III

Not applicable.

PART III

Information relating to our directors and corporate governance will be set forth in the Company's proxy statement for its [removed: 2021] [added: 2022] annual meeting of stockholders to be filed within 120 days after [removed: March 27, 2021] [added: April 2, 2022] (the "Proxy Statement") and is incorporated by reference herein.

| | | | | | | | | |

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

| | | | 77 | | | | | |

The following table sets forth information as of [removed: March 27, 2021] [added: April 2, 2022] regarding compensation plans under which the Company's equity securities are authorized for issuance:

| Equity compensation plans approved by security holders | | | | | | [removed: 3,137,067] [added: 2,590,648] | | | (1) | | | [removed: $] [added: N/A] | [removed: 159.83] | | (2) | | | [removed: 3,192,457] [added: 3,225,552] | | | (3) | | |

(1)Consists of [removed: 254,853 options to purchase shares of our Class A common stock and 2,882,214] restricted stock units that are payable solely in shares of Class A common stock (including [removed: 473,870] [added: 482,302] service-based restricted stock units that have fully vested but for which the underlying shares have not yet been delivered as of [removed: March 27, 2021).][added: April 2, 2022).]

(3)All of the securities remaining available for future issuance set forth in column (c) may be in the form of [removed: options, stock appreciation rights,] restricted [removed: stock, restricted] stock units, performance awards, [added: restricted stock, options, stock appreciation rights,] or other stock-based awards under the Company's 2019 Incentive Plan.

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

No options were outstanding as of April 2, 2022.

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

| | | | | | | | | |

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

| | | | 77 | | | | | |

| | | | | | | | | |

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

| | | | 78 | | | | | |

| 4.2 | | | [removed: [Second] [added: [Third] Supplemental Indenture, dated as of August [removed: 18, 2015,] [added: 9, 2018,] by and between [removed: the Company] [added: Ralph Lauren Corporation] and Wells Fargo Bank, National Association (filed as Exhibit 4.2 to the Form 8-K filed August [removed: 18, 2015)](http://www.sec.gov/Archives/edgar/data/1037038/000119312515294668/d82935dex42.htm)] [added: 9, 2018)](http://www.sec.gov/Archives/edgar/data/1037038/000119312518244504/d605912dex42.htm)] | | |

| 4.3 | | | [removed: [Third] [added: [Fourth] Supplemental Indenture, dated as of [removed: August 9, 2018,] [added: 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 [removed: August 9, 2018)](http://www.sec.gov/Archives/edgar/data/1037038/000119312518244504/d605912dex42.htm)] [added: June 4, 2020)](http://www.sec.gov/Archives/edgar/data/0001037038/000119312520159787/d903486dex42.htm)] | | |

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

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

| [removed: 10.6] [added: 10.7] | | | [Amendment No. 1 to the Employment Agreement, dated June 30, 2017, between the Company and Patrice Louvet (filed as Exhibit 10.1 to the Form 10-Q for the quarterly period ended July 1, 2017)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703817000008/rl-20170701x10qex101.htm) | | |

| [removed: 10.7] [added: 10.8] | | | [Amendment No. 2 to the Employment Agreement, dated June 17, 2020, between the Company and Patrice Louvet (filed as Exhibit 10.2 to the Form 10-Q filed August 4, 2020)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703820000023/rl-20200627x10qex102.htm) | | |

| [removed: 10.8] [added: 10.10] | | | [Amended and Restated Employment Agreement, [removed: effective as of April 4, 2016,] [added: dated February 28, 2019,] between the Company and [removed: Valérie Hermann] [added: Jane Nielsen] (filed as Exhibit 10.1 to the Form 8-K filed [removed: May 4, 2016)†](http://www.sec.gov/Archives/edgar/data/1037038/000095014216003655/eh1600565_ex1001.htm)] [added: March 1, 2019)†](http://www.sec.gov/Archives/edgar/data/1037038/000095014219000380/eh1900294_ex1001.htm)] | | |

| [removed: 10.9] [added: 10.5] | | | [Amendment [removed: No. 1] [added: No.2] to the Amended and Restated Employment Agreement, dated [removed: as of November 9, 2016,] [added: June 16, 2021,] between the Company and [removed: Valérie Hermann] [added: Ralph Lauren] (filed as Exhibit 10.1 to the [added: Company's] Form 10-Q [removed: for the quarterly period ended October 1, 2016)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703816000024/rl-20161001x10qex101.htm)] [added: filed August 3, 2021)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703821000029/rl-20210626x10qex101.htm)] | | |

| 10.11 | | | [Amendment No. 1 to the [removed: Employment Separation Agreement] [added: Amended] and [removed: Release, effective as of November 6, 2019,] [added: Restated Employment Agreement, dated June 17, 2020,] between the Company and [removed: Valérie Hermann] [added: Jane Nielsen] (filed as Exhibit [removed: 10.1] [added: 10.3] to the Form 10-Q [removed: for the quarterly period ended September 28, 2019)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703819000010/rl-20190928x10qex101.htm)] [added: filed August 4, 2020)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703820000023/rl-20200627x10qex103.htm)] | | |

| [removed: 10.13] [added: 10.9] | | | [Amendment [removed: No. 1] [added: No.3] to the [removed: Amended and Restated Employment] [added: Employee] Agreement, dated [removed: June 17, 2020,] [added: July](http://www.sec.gov/Archives/edgar/data/1037038/000103703821000029/rl-20210626x10qex102.htm) [2](http://www.sec.gov/Archives/edgar/data/1037038/000103703821000029/rl-20210626x10qex102.htm)[8, 2021,] between the Company and [removed: Jane Nielsen] [added: Patrice Louvet] (filed as Exhibit [removed: 10.3] [added: 10.2] to the [added: Company's] Form 10-Q filed August [removed: 4, 2020)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703820000023/rl-20200627x10qex103.htm)] [added: 3, 2021)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703821000029/rl-20210626x10qex102.htm)] | | |

| 10.14 | | | [removed: [Amended and Restated Employment Agreement, effective] [added: [Executive Officer Annual Incentive Plan,] as [added: amended as] of [removed: March 31, 2019, between the Company and Howard Smith] [added: May 20, 2020] (filed as Exhibit [removed: 10.11] [added: 10.14] to the Fiscal 2020 [removed: 10-K)†](http://www.sec.gov/Archives/edgar/data/0001037038/000103703820000014/rl-20200328x10kex1011.htm)] [added: 10-K)†](http://www.sec.gov/Archives/edgar/data/0001037038/000103703820000014/rl-20200328x10kex1014.htm)] | | |

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

| [removed: 10.16] [added: 10.13] | | | [Executive Officer Annual Incentive Plan, as amended as of August 10, 2017 (filed as Exhibit 10.2 to the Form 10-Q for the quarterly period ended July 1, 2017)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703817000008/rl-20170701x10qex102.htm) | | |

| [removed: 10.18] [added: 10.15] | | | [1997 Long-Term Stock Incentive Plan, as Amended and Restated as of August 12, 2004 (filed as Exhibit 99.1 to the Form 8-K filed October 4, 2004)†](http://www.sec.gov/Archives/edgar/data/1037038/000095014204003417/ex99-1form8k_081204.txt) | | |

| [removed: 10.19] [added: 10.16] | | | [Amendment, as of June 30, 2006, to the 1997 Long-Term Stock Incentive Plan, as Amended and Restated as of August 12, 2004 (filed as Exhibit 10.4 to the Form 10-Q for the quarterly period ended July 1, 2006)†](http://www.sec.gov/Archives/edgar/data/1037038/000095012306010353/y23830exv10w4.htm) | | |

| [removed: 10.20] [added: 10.17] | | | [Amendment No. 2, dated as of May 21, 2009, to the 1997 Long-Term Stock Incentive Plan, as Amended and Restated as of August 12, 2004 (filed as Exhibit 10.26 to the Company's Annual Report on Form 10-K for the fiscal year ended March 28, 2009)†](http://www.sec.gov/Archives/edgar/data/1037038/000095012309009558/y77331exv10w26.htm) | | |

| [removed: 10.21] [added: 10.18] | | | [Amended and Restated 2010 Long-Term Incentive Plan, amended as of August 11, 2016 (filed as Exhibit 10.4 to the Form 10-Q for the quarterly period ended July 2, 2016)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703816000022/rl-20160702x10qex104.htm) | | |

| [removed: 10.22] [added: 10.19] | | | [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) | | |

| [removed: 10.23] [added: 10.20] | | | [Cliff Restricted Performance Share Unit Award Overview containing the standard terms of cliff restricted performance share unit awards under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.25 to the Company's Annual Report on Form 10-K for the fiscal year ended March 29, 2014 (the "Fiscal 2014 10-K"))†](http://www.sec.gov/Archives/edgar/data/1037038/000103703814000006/rl-20140329x10kex1025.htm) | | |

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

| [removed: 10.25] [added: 10.22] | | | [Stock Option Award Overview containing the standard terms of stock option awards under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.27 to the Fiscal 2014 10-K)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703814000006/rl-20140329x10kex1027.htm) | | |

| [removed: 10.26] [added: 10.23] | | | [Cliff Restricted Performance Share Unit with TSR Modifier Award Overview containing the standard terms of cliff restricted performance share unit awards under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.28 to the Fiscal 2014 10-K)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703814000006/rl-20140329x10kex1028.htm) | | |

| [removed: 10.27] [added: 10.24] | | | [Form of Performance Share Unit Award Agreement under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.38 to the Company's Annual Report on Form 10-K for the fiscal year ended March 28, 2015 (the "Fiscal 2015 10-K"))†](http://www.sec.gov/Archives/edgar/data/1037038/000103703815000006/rl-20150328x10kex1038.htm) | | |

| [removed: 10.28] [added: 10.25] | | | [Form of Performance-Based Restricted Stock Unit Award Agreement under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.39 to the Fiscal 2015 10-K)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703815000006/rl-20150328x10kex1039.htm) | | |

| [removed: 10.29] [added: 10.26] | | | [Form of Restricted Stock Unit Award Agreement under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.1 to the Form 10-Q for the quarterly period ended June 27, 2015)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703815000009/rl-20150627x10qex101.htm) | | |

| [removed: 10.30] [added: 10.27] | | | [Performance Share Unit Award Overview containing the standard terms of performance share unit awards under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.1 to the Form 10-Q for the quarterly period ended September 30, 2017)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703817000010/rl-20170930x10qex101.htm) | | |

| [removed: 10.31] [added: 10.28] | | | [Performance-Based Restricted Stock Unit - Award Notification containing the standard terms of performance-based restricted stock unit awards under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.2 to the Form 10-Q for the quarterly period ended September 30, 2017)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703817000010/rl-20170930x10qex102.htm) | | |

| [removed: 10.32] [added: 10.29] | | | [Restricted Stock Unit Overview containing the standard terms of restricted stock unit awards under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.3 to the Form 10-Q for the quarterly period ended September 30, 2017)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703817000010/rl-20170930x10qex103.htm) | | |

| [removed: 10.33] [added: 10.30] | | | [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) | | |

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

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

| [removed: 10.36] [added: 10.33] | | | [Performance Share Unit Award Overview containing the standard terms of performance share unit awards under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.2 to the Form 10-Q for the quarterly period ended June 29, 2019)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703819000008/rl-20190629x10qex102.htm) | | |

| [removed: 10.37] [added: 10.34] | | | [One-time Fiscal 2020 Performance Share Unit - Award Notification containing the standard terms of the one-time Fiscal 2020 performance share unit awards under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.3 to the Form 10-Q for the quarterly period ended June 29, 2019)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703819000008/rl-20190629x10qex103.htm) | | |

| [removed: 10.38] [added: 10.35] | | | [Restricted Stock Unit Overview containing the standard terms of restricted stock unit awards under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.4 to the Form 10-Q for the quarterly period ended June 29, 2019)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703819000008/rl-20190629x10qex104.htm) | | |

| [removed: 10.39] [added: 10.36] | | | [Performance Share Unit Award Overview containing the standard terms of performance share unit awards under the 2019 Long-Term Stock Incentive Plan (filed as Exhibit 10.2 to the Form 10-Q for the quarterly period ended September 28, 2019)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703819000010/rl-20190928x10qex102.htm) | | |

| [removed: 10.40] [added: 10.37] | | | [Form of Performance-Based Restricted Stock Unit Award Notification under the 2019 Long-Term Stock Incentive Plan (filed as Exhibit 10.3 to the Form 10-Q for the quarterly period ended September 28, 2019)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703819000010/rl-20190928x10qex103.htm) | | |

| [removed: 10.41] [added: 10.38] | | | [Restricted Stock Unit Overview containing the standard terms of restricted stock unit awards under the 2019 Long-Term Stock Incentive Plan (filed as Exhibit 10.4 to the Form 10-Q for the quarterly period ended September 28, 2019)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703819000010/rl-20190928x10qex104.htm) | | |

| [removed: 10.42] [added: 10.39*] | | | [Form of Non-Employee Director Restricted Stock Unit Award Agreement under the 2019 Long-Term Stock Incentive Plan [removed: (filed as Exhibit 10.5 to the Form 10-Q for the quarterly period ended September 28, 2019)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703819000010/rl-20190928x10qex105.htm)] [added: †](https://www.sec.gov/Archives/edgar/data/1037038/000103703822000014/rl-20220402x10kex1039.htm)] | | |

| 10.43 | | | [Form of [removed: Non-Employee Director] Restricted Stock Unit Award Agreement under the 2019 Long-Term Stock Incentive Plan (filed as Exhibit 10.1 to the [added: Company's] Form 10-Q [removed: filed] [added: Filed] November [removed: 5, 2020)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703820000030/rl-20200926x10qex101.htm)] [added: 3, 2021)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703821000037/rl-20210925x10qex101.htm)] | | |

| [removed: 10.44] [added: 10.40] | | | [Form of Cliff Restricted Stock Award Agreement under the 2019 Long-Term Stock Incentive Plan (filed as Exhibit 10.2 to the Form 10-Q filed November 5, 2020)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703820000030/rl-20200926x10qex102.htm) | | |

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

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

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

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

| | | | | | |

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

| Exhibit Number | | | Description | | |

| 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) | | |

| | | | | | | | | |

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

| | | | 78 | | | | | |

| 10.10 | | | [Employment Separation Agreement and Release, between the Company and Valérie Hermann (filed as Exhibit 10.1 to the Form 8-K filed July 19, 2019)†](http://www.sec.gov/Archives/edgar/data/1037038/000095014219001592/eh1900922_ex1001.htm) | | |

| 10.12 | | | [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) | | |

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

| | | | | | | RALPH LAUREN CORPORATION | | |

| | | | By: | | | /S/ JANE HAMILTON NIELSEN | | |

| | | | | | | Jane Hamilton Nielsen | | |

| | | | | | | *Chief Operating Officer and Chief Financial Officer* | | |

| | | | | | | *(Principal Financial and Accounting Officer)* | | |

| Date: May 20, 2021 | | | | | | | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

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

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

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

| /S/ RALPH LAUREN | | | | | | Executive Chairman, Chief Creative Officer, and Director | | | | | | May 20, 2021 | | |

| Ralph Lauren | | | | | | | | | | | | | | |

| /S/ PATRICE LOUVET | | | | | | President, Chief Executive Officer, and Director (Principal Executive Officer) | | | | | | May 20, 2021 | | |

| Patrice Louvet | | | | | | | | | | | | | | |

| /S/ JANE HAMILTON NIELSEN | | | | | | Chief Operating Officer and Chief Financial Officer (Principal Financial and Accounting Officer) | | | | | | May 20, 2021 | | |

| Jane Hamilton Nielsen | | | | | | | | | | | | | | |

| /s/ DAVID LAUREN | | | | | | Vice Chairman, Chief Innovation Officer, Strategic Advisor to the CEO, and Director | | | | | | May 20, 2021 | | |

| David Lauren | | | | | | | | | | | | | | |

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

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

| /S/ ANGELA AHRENDTS | | | | | | Director | | | | | | May 20, 2021 | | |

| Angela Ahrendts | | | | | | | | | | | | | | |

| /S/ JOHN R. ALCHIN | | | | | | Director | | | | | | May 20, 2021 | | |

| John R. Alchin | | | | | | | | | | | | | | |

| /S/ FRANK A. BENNACK, JR. | | | | | | Director | | | | | | May 20, 2021 | | |

| Frank A. Bennack, Jr. | | | | | | | | | | | | | | |

| /S/ JOEL L. FLEISHMAN | | | | | | Director | | | | | | May 20, 2021 | | |

| Joel L. Fleishman | | | | | | | | | | | | | | |

None.

| | | | | | | | | |

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

| | | | 82 | | | | | |

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

| | | | | | | | | |

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

| | | | | | | RALPH LAUREN CORPORATION | | |

| | | | | | | | | |

| | | | By: | | | /S/ JANE HAMILTON NIELSEN | | |

| | | | | | | Jane Hamilton Nielsen | | |

| | | | | | | *Chief Operating Officer and Chief Financial Officer* | | |

| | | | | | | *(Principal Financial and Accounting Officer)* | | |

| Date: May 24, 2022 | | | | | | | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

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

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

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

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

| /S/ RALPH LAUREN | | | | | | Executive Chairman, Chief Creative Officer, and Director | | | | | | May 24, 2022 | | |

| Ralph Lauren | | | | | | | | | | | | | | |

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

| /S/ PATRICE LOUVET | | | | | | President, Chief Executive Officer, and Director (Principal Executive Officer) | | | | | | May 24, 2022 | | |

| Patrice Louvet | | | | | | | | | | | | | | |

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

| /S/ JANE HAMILTON NIELSEN | | | | | | Chief Operating Officer and Chief Financial Officer (Principal Financial and Accounting Officer) | | | | | | May 24, 2022 | | |

| Jane Hamilton Nielsen | | | | | | | | | | | | | | |

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

| /s/ DAVID LAUREN | | | | | | Vice Chairman, Chief Branding and Innovation Officer, Strategic Advisor to the CEO, and Director | | | | | | May 24, 2022 | | |

| David Lauren | | | | | | | | | | | | | | |

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| /S/ ANGELA AHRENDTS | | | | | | Director | | | | | | May 24, 2022 | | |

| Angela Ahrendts | | | | | | | | | | | | | | |

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| /S/ JOHN R. ALCHIN | | | | | | Director | | | | | | May 24, 2022 | | |

| John R. Alchin | | | | | | | | | | | | | | |

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| /S/ FRANK A. BENNACK, JR. | | | | | | Director | | | | | | May 24, 2022 | | |

| Frank A. Bennack, Jr. | | | | | | | | | | | | | | |