Ralph Lauren (RL) 10-K risk factor changes: FY2024 vs FY2023

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

[removed: Many economic] [added: The global economy] and [removed: other] [added: retail industry are impacted by many different] factors [added: that are] outside of our [removed: control affect the level of consumer spending in the apparel, footwear & accessories, home, fragrances, and hospitality industries,] [added: control,] including, among others, man-made or natural disasters, including pandemic diseases; consumer perceptions of personal well-being and safety; consumer perceptions of current and future economic [removed: conditions;] [added: conditions, including any recessionary fears;] 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; the health and stability of the banking sector; the availability and price of commodities, including fuel and energy costs; global food supplies; taxation; [added: diplomatic and trade relationships;] general domestic and international political conditions; the threat, outbreak, or escalation of terrorism, military conflicts, or other hostilities; and weather conditions.

Although we believe that our existing cash and investments, cash provided by operations, and available borrowing capacity under our credit and overdraft facilities and commercial paper borrowing program will provide us with sufficient liquidity, the impact of [added: adverse] economic conditions [added: (such as persisting inflationary pressures and high interest rates)] on our major [removed: third-party] customers, suppliers, vendors, and lenders and their ability to access global capital markets cannot be predicted.

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

[removed: Our business could be adversely affected by] [added: Widespread public health emergencies or] infectious disease outbreaks, such as the novel strain of coronavirus commonly referred to as [removed: COVID-19.][added: COVID-19, have had, and could again in the future have, a material adverse effect on our business, results of operations, and financial condition.]

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

The foreign currencies to which we are exposed to from a transactional and translational perspective primarily include the Euro, the Japanese Yen, the [added: British Pound Sterling, the] South Korean Won, the [removed: Australian Dollar,] [added: Chinese Renminbi,] the Canadian Dollar, the [removed: British Pound Sterling, the] Swiss Franc, and the [removed: Chinese Renminbi.][added: Australian Dollar.]

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

Achievement of our growth strategy may require investment in new capabilities, distribution channels, and [removed: technologies.][added: technologies, such as those related to our Next Generation Transformation project.]

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

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

[removed: Any failure on our part, or on the part of our third-party digital partners, to provide attractive, reliable, secure, and user-friendly digital commerce] platforms, including mobile apps, could negatively impact our customers' shopping experience resulting in reduced website traffic, diminished loyalty to our brands, and lost sales.

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

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

Retail traffic to our stores has been, and may continue to be, negatively impacted by disruptions caused by adverse economic conditions, pandemic diseases, [added: natural or man-made disasters,] severe weather conditions, [added: declines in tourism, the increasing shift towards digital commerce channels,] and other various factors beyond our control.

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

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

Additionally, our industry is subject to significant pricing pressure caused by many factors, including [added: persisting inflationary pressures,] intense competition and a highly promotional retail environment, consolidation in the retail industry, pressure from retailers to reduce the costs of products, [added: excess inventory levels in the marketplace,] and changes in consumer spending patterns.

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

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

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

Competition in our industry to attract and retain [removed: these] employees is intense and is influenced by our reputation, our ability to offer competitive compensation and benefits, and economic conditions, among other factors.

Furthermore, the retail industry (among others) has [removed: been adversely affected by] [added: experienced, and could again experience in the future,] overall labor shortages resulting from a combination of [removed: the COVID-19 pandemic,] [added: pandemic diseases,] labor disputes, strikes, and other factors.

We also face intense competition from other domestic and foreign fashion-oriented apparel, footwear, [removed: accessory,] and [removed: casual apparel producers] [added: accessory companies] that sell products through brick and mortar stores and wholesale and licensing channels.

We compete with these companies primarily on the basis of: (i) anticipating and responding in a timely fashion to changing consumer demands and shopping preferences, including the ever-increasing shift to digital brand engagement, social media communications, and online and cross-channel shopping; (ii) creating and maintaining favorable brand recognition, loyalty, and a reputation for quality, including through digital brand engagement and online and social media presence; (iii) developing and producing innovative, high-quality products in sizes, colors, and styles that appeal to consumers of varying [removed: age groups;] [added: demographics, including age;] (iv) competitively pricing our products and creating [removed: an acceptable] [added: a compelling] value proposition for consumers, including price increases to mitigate inflationary pressures while simultaneously balancing the risk of lower consumer demand in response to any such price increases; (v) providing strong and effective marketing support in several diverse demographic markets, including through digital and social media platforms in order to stay better connected to consumers; (vi) establishing relationships with athletes, musicians, influencers, and other celebrities to promote our brands and products; (vii) providing attractive, reliable, secure, and user-friendly digital commerce sites; (viii) adapting to changes in technology, including the successful utilization of data analytics, artificial intelligence, and machine learning; (ix) obtaining sufficient retail floor space [added: and effective presentation of our products at stores and shop-within-shops; (x) attracting consumer traffic to stores, shop-within-shops, and digital commerce sites; (xi) sourcing sustainable and traceable raw materials at cost-effective prices; (xii) anticipating and maintaining proper inventory levels; (xiii) ensuring product availability and optimizing supply chain and distribution efficiencies with third-party manufacturers and retailers; (xiv) maintaining and growing market share; (xv) recruiting and retaining employees to operate our retail stores, distribution centers, and various corporate functions; (xvi) protecting our intellectual property; and (xvii) ability to withstand prolonged periods of adverse economic conditions or business disruptions.]

Consumer sentiment can also be influenced by our partnership with athletes and other public figures, our [added: relationships with wholesale customers, licensees, and suppliers, our] views on political and social issues, or [removed: the location or production methods of] our [removed: suppliers.][added: long-term initiatives and goals regarding our impact on the environment and society as a whole, among other factors.]

See Item 1 — *"Business — [removed: Trademarks,"] [added: Trademarks,"*] and Item 3 [removed: —] [added: *—] "Legal Proceedings."*

In Fiscal [removed: 2023,] [added: 2024,] approximately 96% of our products (by dollar value) were produced outside of the U.S., primarily in Asia, Europe, and Latin America, with approximately 19% of our products sourced from [removed: China] [added: Vietnam] and [removed: 18%] [added: 15%] from [removed: Vietnam.][added: China.]

[added: Risks inherent in importing our products include (i) adverse changes in local economic conditions, such as prolonged periods of recession, high inflation, or other factors described herein; (ii) changes in social or political conditions, including those resulting from military conflicts, terrorist acts, or other hostilities, that could result in the disruption of trade from the countries in which our manufacturers or suppliers are located; (iii) pandemic diseases, which could result in closed factories, reduced workforces, scarcity of raw materials, port congestion, and scrutiny or embargoing of goods] produced in infected areas; [removed: (iii)] [added: (iv)] changes in diplomatic and trade relationships, including the imposition of any sanctions, restrictions, and other responses, [removed: including] [added: such as] those issued by the U.S. and other countries against [removed: Russia, or any other countries,] [added: Russia] in response to Russia's war with Ukraine; [removed: (iv)] [added: (v)] the imposition of additional regulations, quotas, trade sanctions, or safeguards relating to imports or exports, and costs of complying with such regulations and other laws relating to the identification and reporting of the sources of raw materials used in our products, which could lead to the detention, exclusion, or seizure of goods and imposition of monetary penalties and fines; [removed: (v)] [added: (vi)] the imposition of additional duties, tariffs, taxes, and other charges on imports or exports; [removed: (vi)] [added: (vii)] unfavorable changes in the availability, cost, or quality of raw materials and commodities; [removed: (vii)] [added: (viii) labor shortages within our supply chain resulting from labor disputes, strikes, or otherwise; (ix)] increases in the cost of [removed: labor, travel, and] [added: labor or] transportation; [removed: (viii)] [added: (x)] disruptions of shipping and international trade caused by natural and man-made disasters, [removed: labor shortages (stemming from labor disputes, strikes,] [added: severe weather (such as recent droughts impacting the passage way through the Panama canal), military conflicts, terrorist acts,] or [removed: otherwise),] [added: other hostilities (such as recent militant attacks on cargo vessels in the Red Sea),] or other unforeseen events, including any resulting impact to shipping prices; [removed: (ix)] [added: (xi)] heightened terrorism-related cargo and supply chain security concerns, which could subject imported or exported goods to additional, more frequent, or more thorough inspections, leading to delays in the delivery of cargo; and [removed: (x)] [added: (xii)] decreased scrutiny by customs officials for counterfeit goods, leading to lost sales, increased costs for our anti-counterfeiting measures, and damage to the reputation of our brands.

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

In addition, [removed: prices] [added: the cost and availability] of raw materials used to manufacture our products are subject to significant fluctuation as a result of certain of the beforementioned [removed: factors,] [added: factors (including persisting inflationary pressures),] as well as crop yields which could be negatively impacted by severe weather conditions.

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

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

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

[removed: As previously noted, we] [added: We] have incurred, and may continue to incur, higher freight and other logistic costs as a result of certain of the beforementioned factors.

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

Sales to our three largest wholesale customers accounted for approximately [removed: 16%] [added: 13%] of total net revenues for Fiscal [removed: 2023,] [added: 2024,] and these customers accounted for approximately [removed: 34%] [added: 29%] of our total gross trade accounts receivable outstanding as of [removed: April 1, 2023.][added: March 30, 2024.]

The department store sector has experienced numerous consolidations, restructurings, reorganizations, [added: bankruptcies,] and other ownership changes in recent [removed: years,] [added: times,] which could potentially increase in frequency as a result of [removed: prolonged periods of] [added: current] adverse economic [removed: conditions or] [added: conditions, including persisting inflationary pressures and high interest rates, and/or] changes in consumer shopping preferences, such as the [removed: increasing] [added: continued] shift away from traditional brick and mortar wholesale retailers to larger online retailers.

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

[removed: Further, certain] [added: Certain] of our large wholesale customers, particularly those located in the U.S., have been highly promotional and have aggressively marked down their merchandise, including our products.

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

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

Our gross margins could be adversely impacted if we were to apply a similar strategy over a prolonged period of time.

The global economy has also been negatively impacted by ongoing military conflicts taking place in various parts of the world, most notably the Russia-Ukraine and Israel-Hamas wars, other recent hostilities in the Middle East, and militant attacks on cargo vessels in the Red Sea.

Although our business has not been significantly impacted by the recent Red Sea crisis, it could lead to shipping delays, inventory shortages, and/or higher freight costs in the near future and beyond.

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ability to meet the delivery date requirements of our customers.

the potential loss of one or more of our significant wholesale customers or licensing partners, or the loss of a large number of smaller wholesale customers or licensing partners, if they are not able to withstand prolonged periods of adverse economic conditions, and our ability to collect outstanding receivables; (x) increased vulnerability to data security or privacy breaches as a result of remote working arrangements; (xi) our ability to successfully negotiate with landlords to obtain rent abatements, rent deferrals, and other relief; (xii) our ability to access capital markets and maintain compliance with covenants associated with our existing debt instruments, as well as the ability of our key customers, suppliers, and vendors to do the same with regard to their own obligations; (xiii) our ability to generate sufficient cash flows to support our operations, including repayment of our debt obligations as they become due, as well as to return value to our shareholders in the form of dividend payments and repurchases of our common stock; (xiv) diversion of management attention and resources from ongoing business activities and/or a decrease in employee morale; and (xv) our ability to maintain an effective system of internal controls and compliance with the requirements under the Sarbanes-Oxley Act of 2002.

Certain adverse events, such as pandemic diseases and severe weather, tend to amplify this trend, as consumers may find it difficult to travel to our brick and mortar locations or otherwise prefer to avoid populated locations, such as indoor shopping centers.

Any failure on our part, or on the part of our third-party digital partners, to provide attractive, reliable, secure, and user-friendly digital commerce

Ineffective marketing and advertising programs could impede our ability to maintain brand relevance, attract new customers, or retain existing customers.

For discussion of additional risks related to our use of information technology, see *"Risks Related to Information Systems and Data Security."*

If customers are not receptive to the

The nature of the apparel retail industry requires us to carry a significant amount of inventory, especially prior to the peak holiday selling season when we build up our inventory levels in order to meet anticipated consumer demand.

We have implemented restructuring plans to support key strategic initiatives.

The death or disability of Mr. R. Lauren or other extended or permanent loss of his

The success of our business also depends on our ability to attract and retain an adequate number of qualified employees to operate our retail stores and distribution centers and to perform various corporate functions.

As companies increasingly allow employees to work remotely, traditional geographic competition for talent may change in ways that we cannot predict.

We may not be able to implement price increases that fully offset increases in raw materials, freight, or other sourcing costs and/or any such price increases could have an adverse impact on consumer demand for our products.

disposal of the store or corporate facility.

Such disruptions have typically resulted in store closures (such as Macy's recently announced plan to close 150 stores over the next three years), centralized purchasing decisions, and increased emphasis on inventory management and productivity, which could result in fewer stores carrying our products or reduced demand of our products by our wholesale customers.

Furthermore, the consolidation or other changes with respect to our wholesale customers could decrease our opportunities in the market, increase our reliance on a smaller number of large wholesale customers, and/or decrease our negotiating strength with our wholesale customers.

Accordingly, the amount of our

Although many economists predict that the Federal Reserve will reduce interest rates over the next 12 months, it is unclear when and to what extent any such reductions may occur, if at all.

whole, including, but not limited to, shortages and/or rising costs of raw materials or energy, public health issues, system failures, and reduced retail traffic.

Further, our employees may intentionally or inadvertently cause data security breaches that result in the unauthorized access or release of our private and sensitive information.

Further, we utilize technology in the execution of our digital brand engagement and social media communication initiatives.

As described in Item 1 — "*Business — Recent Developments*," we are in the early stages of executing a large-scale multi-year transformational project, which entails upgrading and enhancing our technology infrastructure to better enable us to implement process changes to improve productivity and operational efficiencies on a global scale (the "Next Generation Transformation project" or "NGT project").

A system project of this scope requires a significant investment in human and financial resources and involves many risks and uncertainties, including failure to operate as designed, failure to properly integrate with other systems, potential loss of data or information, cost overruns, and implementation delays.

There is also no guarantee that we will realize the anticipated global synergies and benefits related to this project.

suppliers.

It is becoming increasingly complex to monitor, assess, and ultimately comply with such new laws and regulations due to the rapid speed at which such legislation is evolving, coupled with inconsistencies or contradictions between jurisdictions.

The future geopolitical landscape remains particularly uncertain, with over 60 countries scheduled to hold national elections during 2024, including the U.S. presidential election in November.

A number of other countries, including Switzerland and the United Kingdom, have also enacted similar legislation implementing Pillar Two rules (in whole or in part), and additional countries are expected to implement related legislation in the near future.

We also require our manufacturers to make progress toward our citizenship and sustainability goals, including those related to the environment and employee safety and well-being, among others.

Further, changes in governmental regulations both in the

Furthermore, stockholder activism, which could take many forms or arise in a variety of situations, remains popular with many public investors.

Due to the potential volatility of our stock price and for a variety of other reasons, we may become the target of securities litigation or stockholder activism.

Responding to stockholder activist campaigns may result in increased costs and diversion of management's attention and resources.

The industries in which we operate are cyclical.

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

COVID-19 emerged during the fourth quarter of Fiscal 2020 and spread rapidly across the globe, including throughout all major geographies in which we operate, resulting in adverse economic conditions and widespread business disruptions.

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

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

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

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

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

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

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

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

experience.

We have implemented key strategic initiatives designed to optimize our inventory levels and improve the efficiency and responsiveness of our supply chain.

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

We are not protected by a material amount of key-man or similar life insurance covering our executive officers, including Mr. R. Lauren, or other members of senior management.

We have entered into employment agreements with certain of our executive officers, but competition for experienced executives in our industry is intense and the non-compete period with respect to certain of our executive officers could, in some circumstances in the event of their termination of employment with our Company, end prior to the employment term set forth in their employment agreements.

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

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

We may not be able to offset such increases in raw materials, freight, or other sourcing costs through pricing actions or other means.

For a discussion of risks related to the potential imposition of additional regulations and laws, see *"Risks Related to Regulatory, Legal, and Tax Matters* — *Our ability to conduct business globally may be affected by a variety of legal, regulatory, political, and economic risks."*

The rapid increase of online

Our wholesale customers have also experienced significant business disruptions as a result of the COVID-19 pandemic, including declines in retail traffic, temporary store closures, and other operational restrictions.

including those resulting from the COVID-19 pandemic, could cause us to limit or eliminate our business with that customer.

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

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

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

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

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

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

*Related to our Business and Operations* — *Our business is subject to risks associated with importing products and the ability of our manufacturers to produce our goods on time and to our specifications."*

Our business could also be impacted by changes to the tax laws and regulations in the countries where we operate.

However, in December 2022, the European Union member states agreed to implement the OECD's Pillar Two global minimum tax rate of 15%, which is expected to go into effect during calendar 2024, and other countries are expected to implement related legislation in the near future.

settlement from us or adverse court decision against us for similar claims or allegations as their own.

| | | | 39 | | | | | |

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

As such, Fiscal [added: 2024 ended on March 30, 2024 and was a 52-week period; Fiscal] 2023 ended on April 1, 2023 and was a 52-week period; Fiscal 2022 ended on April 2, 2022 and was a 53-week period; [removed: Fiscal 2021 ended on March 27, 2021] and [removed: was a 52-week period; and] Fiscal [removed: 2024] [added: 2025] will end on March [removed: 30, 2024] [added: 29, 2025] and will be a 52-week period.

*•Overview.* This section provides a general description of our business, global economic conditions and industry trends, and a summary of our financial performance for Fiscal [removed: 2023.][added: 2024.]

- *Results of operations.* This section provides an analysis of our results of operations for Fiscal [removed: 2023] [added: 2024] and Fiscal [removed: 2022] [added: 2023] 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: April 1, 2023,] [added: March 30, 2024,] 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: 2023] [added: 2024] and Fiscal [removed: 2022] [added: 2023] 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 [added: supplier finance program,] outstanding debt and covenant compliance, common stock repurchases, and payments of dividends; and (iv) a summary of our material cash requirements as of [removed: April 1, 2023.][added: March 30, 2024.]

- *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: April 1, 2023.][added: March 30, 2024.]

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

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

- *North America* — Our North America segment, representing approximately [removed: 47%] [added: 44%] of our Fiscal [removed: 2023] [added: 2024] net revenues, primarily consists of sales of our Ralph Lauren branded products made through our retail and wholesale businesses primarily in the U.S. and Canada.

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

*•Europe* — Our Europe segment, representing approximately [removed: 29%] [added: 30%] of our Fiscal [removed: 2023] [added: 2024] net revenues, primarily consists of sales of our Ralph Lauren branded products made through our retail and wholesale businesses in Europe and emerging markets.

Our wholesale business in Europe is comprised 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 [added: and licensee] partners.

[removed: - *Asia*] [added: *•Asia*] — Our Asia segment, representing approximately [removed: 22%] [added: 24%] of our Fiscal [removed: 2023] [added: 2024] net revenues, primarily consists of sales of our Ralph Lauren branded products made through our retail and wholesale businesses in Asia, Australia, and New Zealand.

In addition to these reportable segments, we also have other non-reportable segments, representing approximately 2% of our Fiscal [removed: 2023] [added: 2024] net revenues, which primarily consist of Ralph Lauren and Chaps branded royalty revenues earned through our global licensing alliances.

[removed: Refer] [added: See Note 9] to [removed: *"Recent Developments"*] [added: the accompanying consolidated financial statements] for additional discussion regarding the disposition of our former Club Monaco business, as well as the transition of our Chaps business to a fully licensed business model.

Approximately [removed: 53%] [added: 55%] of our Fiscal [removed: 2023] [added: 2024] 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.

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

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

In response to such pressures, as well as in an effort to reduce elevated inventory levels, many [removed: U.S.] retailers [added: (particularly in the U.S.)] have become increasingly more promotional in an attempt to offset traffic declines and increase conversion.

[removed: While the suspension of] [added: Although] our [added: voluntary decision to suspend] operations in Russia has not resulted in a material impact to our consolidated financial [removed: statements,] [added: statements and] our [added: ongoing operations in Israel are also not material, our] business has [removed: been] [added: been, and may continue to be,] impacted by the broader macroeconomic implications resulting from [removed: the war,] [added: these and other military conflicts,] including [added: inflationary pressures,] unfavorable foreign currency exchange rates, increases in energy prices, food shortages, and volatility in financial markets, among other factors, which have adversely impacted consumer sentiment and confidence.

It is not clear at this time how long [removed: the conflict] [added: these conflicts] will endure, or if [removed: it] [added: they] will escalate further with additional countries declaring war against each other, which could further [removed: compound] [added: amplify] the [removed: adverse impact to] [added: impacts of] the [added: various macroeconomic factors described above and potentially result in a] global [removed: economy.][added: recession.]

In Fiscal [removed: 2023,] [added: 2024,] we reported net revenues of [removed: $6.444] [added: $6.631] billion, net income of [removed: $522.7] [added: $646.3] million, and net income per diluted share of [removed: $7.58,] [added: $9.71,] as compared to net revenues of [removed: $6.219] [added: $6.444] billion, net income of [removed: $600.1] [added: $522.7] million, and net income per diluted share of [removed: $8.07] [added: $7.58] in Fiscal [removed: 2022.][added: 2023.]

The comparability of our operating results has been affected by net restructuring-related charges, impairment of assets, and certain other benefits (charges), as well as [removed: the impacts of the 53rd week in Fiscal 2022, 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, as discussed further below.][added: non-recurring income tax events.]

We also continue to experience varying degrees of business disruptions resulting from the current macroeconomic environment, including [removed: ongoing] inflationary pressures, [added: ongoing military conflicts taking place in various parts of the world, and] foreign currency volatility, [removed: the war in Ukraine, and COVID-19-related disruptions.][added: among other factors.]

Our operating performance for Fiscal [removed: 2023] [added: 2024] reflected revenue increases of [removed: 3.6%] [added: 2.9%] on a reported basis and [removed: 9.4%] [added: 2.7%] on a constant currency basis, as defined within "*Transactions and Trends Affecting Comparability of Results of Operations and Financial Condition*" below.

Our gross profit as a percentage of net revenues [removed: decreased] [added: increased] by [removed: 210] [added: 220] basis points to [removed: 64.6%] [added: 66.8%] during Fiscal [removed: 2023,] [added: 2024,] primarily driven by [removed: inflationary cost pressures, unfavorable foreign currency effects,] [added: lower freight costs, favorable geographic] and [added: channel mix,] higher [added: average unit retail ("AUR"), and lower] non-routine inventory charges recorded during Fiscal [removed: 2023] [added: 2024] as compared to the prior fiscal year, [added: all] partially offset by higher [removed: pricing.][added: product costs and unfavorable foreign currency effects.]

Selling, general, and administrative ("SG&A") expenses as a percentage of net revenues during Fiscal [removed: 2023 decreased] [added: 2024 increased] by [removed: 30] [added: 140] basis points to [removed: 52.9%,] [added: 54.3%, primarily] driven by [removed: operating leverage on] higher [removed: net revenues.][added: compensation-related expenses, rent and occupancy costs, and marketing and advertising expenses.]

[removed: Net income per diluted share decreased by] [added: The] $0.49 [removed: to $7.58] per share [removed: during Fiscal 2023] [added: decrease was] driven by the lower level of net income, [added: as previously discussed,] partially offset by lower weighted-average diluted shares [removed: outstanding.][added: outstanding during Fiscal 2023 driven by our share repurchases during the preceding twelve months.]

During Fiscal [removed: 2023] [added: 2024] and Fiscal [removed: 2022,] [added: 2023,] our operating results were negatively impacted by net restructuring-related [removed: charges, impairment of assets,] [added: charges] and certain other charges (benefits) totaling [removed: $66.0] [added: $69.9] million and [removed: $32.6] [added: $66.0] million, respectively, which had an after-tax effect of reducing net income by [removed: $52.9] [added: $52.6] million, or [removed: $0.76] [added: $0.80] per diluted share, and [removed: $23.2] [added: $52.9] million, or [removed: $0.31] [added: $0.76] per diluted share, respectively.

We ended Fiscal [removed: 2023] [added: 2024] in a net cash and short-term investments position (calculated as cash and cash equivalents, plus short-term investments, less total debt) of [removed: $427.2] [added: $642.7] million, as compared to [removed: $962.1] [added: $427.2] million as of the end of Fiscal [removed: 2022.][added: 2023.]

The [removed: decrease] [added: increase] in our net cash and short-term investments position during Fiscal [removed: 2023] [added: 2024] as compared to Fiscal [removed: 2022] [added: 2023] was primarily due to our [added: operating cash flows of $1.070 billion, partially offset by our] use of cash to support Class A common stock repurchases of [removed: $488.6] [added: $449.7] million, including withholdings in satisfaction of tax obligations for stock-based compensation awards, to [added: make dividend payments of $194.6 million, and to] invest in our business through [removed: $217.5] [added: $164.8] million in capital [removed: expenditures, and to make dividend payments of $198.3 million, as well as the unfavorable effect of exchange rate changes on our cash, cash equivalents, and restricted cash of $8.8 million partially offset by operating cash flows of $411.0 million.][added: expenditures.]

Net cash provided by operating activities was [removed: $411.0 million] [added: $1.070 billion] during Fiscal [removed: 2023,] [added: 2024,] as compared to [removed: $715.9] [added: $411.0] million during Fiscal [removed: 2022.][added: 2023.]

The net [removed: decrease] [added: increase] in cash provided by operating activities was due to a net [removed: unfavorable] [added: favorable] change related to our operating assets and liabilities, including our working capital, as compared to the prior fiscal [removed: year period,] [added: year,] as well as [removed: the decline] [added: an increase] in net income before non-cash charges.

Our equity [removed: decreased] [added: increased] to [removed: $2.431] [added: $2.450] billion as of [removed: April 1, 2023,] [added: March 30, 2024,] compared to [removed: $2.536] [added: $2.431] billion as of April [removed: 2, 2022,] [added: 1, 2023] due to our [removed: share repurchase activity and dividends declared during Fiscal 2023, partially offset by our] comprehensive income and the net impact of stock-based compensation [removed: arrangements.][added: arrangements, partially offset by our share repurchase activity and dividends declared during Fiscal 2024.]

| | | | | | | [removed: April 1, 2023] [added: March 30, 2024] | | | | | | April [removed: 2, 2022] [added: 1, 2023] | | | | | | [removed: March 27, 2021] [added: April 2, 2022] | | |

| Restructuring and other charges, net (see Note 9) | | | | | | $ | [removed: (43.0)] [added: (74.9)] | | | | | $ | [removed: (22.2)] [added: (43.0)] | | | | | $ | [removed: (170.5)] [added: (22.2)] | |

| Non-routine inventory benefits (charges)(a) | | | | | | [removed: (15.4)] [added: 4.5] | | | | | | [removed: 13.3] [added: (15.4)] | | | | | | [removed: (29.3)] [added: 13.3] | | |

| Impairment of assets (see Note 8) | | | | | | [removed: (9.7)] [added: —] | | | | | | [removed: (21.3)] [added: (9.7)] | | | | | | [removed: (96.0)] [added: (21.3)] | | |

| Non-routine bad debt reversals (expense), net(b) | | | | | | [removed: 2.1] [added: 0.5] | | | | | | [removed: (2.4)] [added: 2.1] | | | | | | [removed: 41.4] [added: (2.4)] | | |

| Total [removed: charges] [added: charges, net] | | | | | | $ | [removed: (66.0)] [added: (69.9)] | | | | | $ | [removed: (32.6)] [added: (66.0)] | | | | | $ | [removed: (254.4)] [added: (32.6)] | |

Our wholesale business in Asia is comprised primarily of sales to department stores and various third-party digital and licensee partners.

*Next Generation Transformation Project*

We are in the early stages of executing a large-scale multi-year global project that is expected to significantly transform the way in which we operate our business and further enable our long-term strategic pivot toward a global direct-to-consumer-oriented model (the "Next Generation Transformation project" or "NGT project").

The NGT project will be completed in phases and involves the redesigning of certain end-to-end processes and the implementation of a suite of information systems on a global scale.

Such efforts are expected to result in significant process improvements and the creation of synergies across core areas of operations, including merchandise buying and planning, procurement, inventory management, retail and wholesale operations, and financial planning and reporting, better enabling us to optimize inventory levels and increase the speed to which we can react to changes in consumer demand across markets, among other benefits.

In connection with the preliminary phase of the NGT project, we incurred other charges of $5.1 million during Fiscal 2024, which were recorded within restructuring and other charges, net in the consolidated statements of operations.

The future geopolitical landscape also remains particularly uncertain, with over 60 countries scheduled to hold national elections during 2024, including the U.S. presidential election in November.

Any resulting changes in international trade relations, legislation and regulations (including those related to taxation and importation), or economic and monetary policies, or heightened diplomatic tensions or political and civil unrest, among other potential impacts, could adversely impact the global economy and our operating results.

The global economy has also been negatively impacted by ongoing military conflicts taking place in various parts of the world, most notably the Russia-Ukraine and Israel-Hamas wars, other recent hostilities in the Middle East, and militant attacks on cargo vessels in the Red Sea.

Although our business has not been significantly impacted by the recent Red Sea crisis, it could lead to shipping delays, inventory shortages, and/or higher freight costs in the near future and beyond.

Net revenue growth was led by our international businesses.

Net income increased by $123.6 million to $646.3 million in Fiscal 2024 as compared to Fiscal 2023, primarily due to a $52.2 million increase in our operating income and higher interest income of $40.8 million, as well as a $38.1 million decrease in our income tax provision.

Net income per diluted share increased by $2.13 to $9.71 per share during Fiscal 2024 driven by the higher level of net income and lower weighted-average diluted shares outstanding.

Net income during Fiscal 2024 also reflected an income tax benefit of $13.1 million, or $0.20 per diluted share, recorded in connection with non-recurring income tax events.

The benefits recorded during Fiscal 2024 primarily related to reversals of amounts previously recognized in connection with delays in U.S. customs shipment reviews and approvals (approximately $3 million) and the COVID-19 pandemic (approximately $2 million).

See Note 9 to the accompanying consolidated financial statements for further discussion; and

- varying degrees of COVID-19 business disruptions during the fiscal years presented.

Fiscal 2024 Compared to Fiscal 2023

| Net revenues | | | | | | $ | 6,631.4 | | | | | $ | 6,443.6 | | | | | $ | 187.8 | | | | | 2.9 | | % |

| Cost of goods sold | | | | | | (2,199.6) | | | | | | (2,277.8) | | | | | | 78.2 | | | | | | (3.4 | | %) |

| Gross profit | | | | | | 4,431.8 | | | | | | 4,165.8 | | | | | | 266.0 | | | | | | 6.4 | | % |

| Selling, general, and administrative expenses | | | | | | (3,600.5) | | | | | | (3,408.9) | | | | | | (191.6) | | | | | | 5.6 | | % |

| Impairment of assets | | | | | | — | | | | | | (9.7) | | | | | | 9.7 | | | | | | (100.0 | | %) |

| Restructuring and other charges, net | | | | | | (74.9) | | | | | | (43.0) | | | | | | (31.9) | | | | | | 74.1 | | % |

| Operating income | | | | | | 756.4 | | | | | | 704.2 | | | | | | 52.2 | | | | | | 7.4 | | % |

| Interest expense | | | | | | (42.2) | | | | | | (40.4) | | | | | | (1.8) | | | | | | 4.4 | | % |

| Interest income | | | | | | 73.0 | | | | | | 32.2 | | | | | | 40.8 | | | | | | 127.1 | | % |

| Other expense, net | | | | | | (9.8) | | | | | | (4.1) | | | | | | (5.7) | | | | | | 142.3 | | % |

| Income before income taxes | | | | | | 777.4 | | | | | | 691.9 | | | | | | 85.5 | | | | | | 12.4 | | % |

| Income tax provision | | | | | | (131.1) | | | | | | (169.2) | | | | | | 38.1 | | | | | | (22.5 | | %) |

| Net income | | | | | | $ | 646.3 | | | | | $ | 522.7 | | | | | $ | 123.6 | | | | | 23.7 | | % |

| Basic | | | | | | $ | 9.91 | | | | | $ | 7.72 | | | | | $ | 2.19 | | | | | 28.4 | | % |

| Diluted | | | | | | $ | 9.71 | | | | | $ | 7.58 | | | | | $ | 2.13 | | | | | 28.1 | | % |

These increases were driven by our international businesses.

| North America | | | | | | 230 | | | | | | 237 | | |

| Europe | | | | | | 103 | | | | | | 104 | | |

| Asia | | | | | | 231 | | | | | | 212 | | |

| Asia | | | | | | 671 | | | | | | 692 | | |

| Total stores | | | | | | 1,263 | | | | | | 1,275 | | |

| North America | | | | | | $ | 2,950.5 | | | | | $ | 3,020.5 | | | | | $ | (70.0) | | | | | $ | (2.2) | | | | | $ | (67.8) | | | | | (2.3 | | %) | | | | (2.2 | | %) |

| | | | | | | | | |

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

| | | | 43 | | | | | |

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

*COVID-19 Pandemic*

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

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

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

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.

During the first quarter of Fiscal 2021 at the 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 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 2 to 3 months during the second half of Fiscal 2021, including during the holiday period, due to government-mandated lockdowns and other restrictions.

Such disruptions continued throughout Fiscal 2022 and Fiscal 2023 in certain regions, although to a lesser extent than Fiscal 2021.

Further, throughout the course of the pandemic, the majority of our stores that 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.

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.

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

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

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

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

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

*Fiscal 2021 Strategic Realignment Plan*

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

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

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

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

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 and in connection with our third initiative.

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

The products are being sold at existing channels of distribution with opportunities for expansion into additional channels and markets globally.

This agreement 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.

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

Specifically, we further rightsized and consolidated our global corporate offices to better align with our organizational profile and new ways of working.

We also closed certain of our stores to improve overall profitability.

Additionally, we further consolidated our North America distribution centers in order to drive greater efficiencies, improve sustainability, and deliver a better consumer experience.

Finally, on June 26, 2021, in connection with our brand portfolio initiative, we sold our former Club Monaco business to Regent, L.P. ("Regent"), a global private equity firm, with no resulting gain or loss on sale realized during the first quarter of Fiscal 2022.

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 have realized amounts related to the receipt of such contingent consideration and additional amounts may be realized in the future.

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

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

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

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 growing diplomatic tensions, among other factors, have also adversely impacted the global economy.

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

Our global reach is extensive, as we sell directly to customers throughout the world via our [removed: 553] [added: 564] retail stores and [removed: 722] [added: 699] concession-based shop-within-shops, as well as through our own digital commerce sites and those of various third-party digital partners.

Merchandise is also available through our wholesale distribution channels at over [removed: 9,000] [added: 9,600] 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: 182] [added: 195] stores and shops.

As of [removed: April 1, 2023,] [added: March 30, 2024,] Mr. R. Lauren, or entities controlled by the Lauren family, held approximately [removed: 86%] [added: 84%] of the voting power of the Company's outstanding common stock.

[removed: ][added: ]

[removed: "Timeless by Design" is how we apply] [added: At Ralph Lauren,] our [removed: Company's Purpose,] [added: purpose] to inspire the dream of a better life through authenticity and timeless [removed: style, to our approach to citizenship and sustainability.][added: style guides everything we do.]

[removed: - *Sustainable Materials* —] We are committed to using materials in ways that [added: not only help our products live on, but also help] reduce environmental impact, protect biodiversity and animal welfare, support livelihoods, and improve the traceability of raw materials.

- *Diversity, Equity, and Inclusion* — [removed: Our purpose to inspire the dream of a better life drives us] [added: We are committed] to [removed: create] [added: creating] a culture of diversity, equity, [removed: inclusion,] and [added: inclusion ("DE&I") and] belonging inside our Company and throughout [removed: our communities.][added: the communities we serve.]

[removed: - *Employee Well-being* — We] [added: Our people drive our success and we] are dedicated to supporting the physical, emotional, social, and financial needs of our employees and their families to help them thrive.

[removed: We focus] [added: To do so, we are focused] on employee wellness, engagement, learning and development, and compensation and benefits.

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

See Item 1A — *"Risk Factors — Risks Related to [removed: Environmental, Social,] [added: Citizenship] and [removed: Governance] [added: Sustainability] Issues."*

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

- *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, [removed: Polo Ralph Lauren,] Double RL, [removed: Lauren Ralph Lauren, Polo Golf Ralph Lauren, Ralph Lauren Golf, RLX Ralph Lauren, Polo Ralph Lauren Children, and Chaps, among others.]

Men's fragrance products are sold under our [removed: Polo Blue,] Ralph's Club, Purple Label, Polo [added: Blue, Polo] Red, Polo Green, Polo Black, [added: Polo 67,] Safari, Polo Sport, and Big Pony Men's brands.

[removed: During Fiscal 2023, we introduced] [added: Our fragrance offerings also include] Polo Earth, a gender-neutral fragrance designed with sustainability in mind, made of 97% natural-origin ingredients.

- *Home* — Our home collections, which are sold [added: primarily] under our Ralph Lauren, Polo, Lauren by Ralph Lauren, and Chaps brands, reflect the spirit of the Ralph Lauren lifestyle.

Our range of home products includes bed and bath lines, furniture, fabric and [removed: wallcoverings,] [added: wall coverings,] lighting, [removed: tabletop, kitchen linens,] [added: dining,] floor coverings, and [removed: giftware.][added: giftware, among others.]

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

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

Men's and Women's Polo apparel and footwear & accessories are available in [removed: Polo and] Ralph Lauren stores around the world, better department and specialty stores, and online at our Ralph Lauren digital commerce sites, including RalphLauren.com.

Polo Ralph Lauren Children can be found in select [removed: Polo and] Ralph Lauren stores around the world, better department stores, and online at our Ralph Lauren digital commerce sites, including RalphLauren.com, as well as certain of our [removed: retailer partner] [added: retail partners'] digital commerce sites.

Our Golf collections are available in select [removed: Polo] [added: Ralph Lauren] stores, exclusive private clubs and resorts, and online at RalphLauren.com.

Pink Pony is available at select [removed: Polo and] Ralph Lauren stores and online at our Ralph Lauren digital commerce sites, including RalphLauren.com.

*Lauren Home.* Lauren Home collection includes accessibly-priced, timeless bath and bedding collections, as well as [removed: kitchen linens, floorcoverings,] [added: fabric] and [removed: lighting.][added: wall coverings, lighting, dining, and floor coverings, among others.]

Chaps is available in select department stores and retail [removed: partner] [added: partners'] digital commerce sites across the U.S., Canada, and Mexico.

[removed: Refer] [added: See Note 9] to [removed: *"Recent Developments"*] [added: the accompanying consolidated financial statements] for [added: additional] discussion regarding the [removed: recent] [added: disposition of our former Club Monaco business, as well as the] transition of our Chaps [removed: brand] [added: business] to a fully licensed business model.

- *North America* — Our North America segment, representing approximately [removed: 47%] [added: 44%] of our Fiscal [removed: 2023] [added: 2024] net revenues, primarily consists of sales of our Ralph Lauren branded apparel, footwear & accessories, home, and related products made through our retail and wholesale businesses primarily in the U.S. and Canada.

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

*•Europe* — Our Europe segment, representing approximately [removed: 29%] [added: 30%] of our Fiscal [removed: 2023] [added: 2024] net revenues, primarily consists of sales of our Ralph Lauren branded apparel, footwear & accessories, home, and related products made through our retail and wholesale businesses in Europe and emerging markets.

Our wholesale business in Europe is comprised 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 [added: and licensee] partners.

[removed: - *Asia*] [added: *•Asia*] — Our Asia segment, representing approximately [removed: 22%] [added: 24%] of our Fiscal [removed: 2023] [added: 2024] net revenues, primarily consists of sales of our Ralph Lauren branded apparel, footwear & accessories, home, and related products made through our retail and wholesale businesses in Asia, Australia, and New Zealand.

In addition to these reportable segments, we also have other non-reportable segments, representing approximately 2% of our Fiscal [removed: 2023] [added: 2024] net revenues, which primarily consist of Ralph Lauren and Chaps branded royalty revenues earned through our global licensing alliances.

Approximately [removed: 53%] [added: 55%] of our Fiscal [removed: 2023] [added: 2024] net revenues were earned outside of the U.S. See Note 20 to the accompanying consolidated financial statements for a summary of net revenues and operating income by segment, as well as net revenues and long-lived assets by geographic location.

Our retail business sells directly to customers throughout the world via our [removed: 553] [added: 564] retail stores and [removed: 722] [added: 699] concession-based shop-within-shops, totaling approximately [removed: 4.1] [added: 4.2] million and 0.7 million square feet, respectively, as well as through our own digital commerce sites and those of various third-party digital partners.

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

During Fiscal [removed: 2023,] [added: 2024,] we opened [removed: 44] [added: 34] new Ralph

Lauren stores and closed [removed: 10] [added: 11] stores.

The following table presents the number of Ralph Lauren stores by segment as of [removed: April 1, 2023:][added: March 30, 2024:]

From creating iconic products to be worn, loved, and passed on through generations, to preserving the world's natural resources and supporting the people and communities that intersect our business, we continue to challenge ourselves when it comes to positively impacting our world.

That is what we call *Timeless by Design*, our approach to Global Citizenship and Sustainability and our ambition for a better future.

We weave our Company's purpose throughout our business through three key pillars:

- *Integrated Circularity* — Our ethos of timelessness has always guided our creative vision.

Today, we continue to deepen this philosophy and apply it to how we are shifting from a linear to circular product economy.

With our Live On Promise as our North Star, we are evolving the way our products are designed, made, used, and recirculated.

From empowering our designers with circular principles, to using materials that are sustainably sourced or recycled, our approach is designed to lessen our environmental impact.

- *Sustainable Materials* — Our products are designed to be timeless and worn for generations.

With this in mind, we choose our materials thoughtfully to ensure high-quality and durability.

- *Design with Intent* — Since our founding, Ralph Lauren's design has been inspired by beautiful and interconnected histories, arts, crafts, and cultures.

Mindful of our efforts, we are on a journey to evolve from inspiration to collaboration with communities that inspire us.

That includes taking meaningful steps to be more inclusive throughout our business, from how we design to how products go to market.

At its core, our Design with Intent function is about making sure the products we create and the stories we tell are authentic expressions of heritage, which is foundational to our timeless brand.

- *Value Chain for Impact* — To build a resilient and responsible supply chain, we are continuing to drive transparency and traceability of our full value chain, to strengthen our relationships with suppliers, and to identify areas for improvement.

We work with our suppliers to increase transparency, respect human rights, and promote environmental sustainability.

- *Climate* — Significant reductions to global greenhouse gas ("GHG") emissions are collectively needed so we can protect and preserve our planet.

That is why we have created an ambitious roadmap with bold near-term and long-term targets to reduce absolute GHG emissions across our operations and supply chain.

- *Water Stewardship* — We are committed to reducing water consumption across our value chain, as it is critical for communities and ecosystems to thrive and is also an essential resource for our business.

We strive to conserve water throughout our operations, support our suppliers to improve their water use efficiency and responsibly manage wastewater, and help improve community access to this resource.

- *Waste Management* — We are committed to conserving natural resources by managing waste responsibly.

We work to minimize waste in our operations and divert waste from landfills and incineration to donation, reuse, and recycling.

Our goal is continued improvement as we incorporate "zero waste" principles throughout our business practices.

- *Chemical Management* — We are committed to monitoring and reducing hazardous chemical use and discharge from our product manufacturing and supply chain.

- *Biodiversity* — Our business depends on critical resources such as freshwater and essential raw materials, and climate change and biodiversity loss are closely intertwined.

As ecosystems and species are increasingly threatened, we are committed to leveraging science to build an in-depth understanding of our current impacts on biodiversity.

Our DE&I strategy consists of five pillars — *Talent*, *Collaboration and Belonging*, *Learning*, *Communication and Messaging*, and *Celebration and Recognition* — and is designed to create a culture of belonging, attract and retain diverse talent, and offer opportunities that enable all people to thrive.

- *Employee Well-being* — The contributions of our employees make Ralph Lauren a vibrant organization.

The two main drivers of our giving efforts are through the Company's Social Partnerships and Philanthropy department and donations to The Ralph Lauren Corporate Foundation.

To support this, we work with suppliers to build capacity, with workers to empower them and with industry partners to collaborate for positive change.

Our comprehensive approach integrates risk assessment, monitoring, remediation, capability building, stakeholder engagement, life skills programs and empowerment opportunities for factory workers.

Our most recently published Global Citizenship & Sustainability Report covering Fiscal 2023 may be found on our corporate website at https://corporate.ralphlauren.com/citizenship-and-sustainability.

Our Global Citizenship & Sustainability Report covering Fiscal 2024 is expected to be released in September 2024.

Next Generation Transformation Project

We are in the early stages of executing a large-scale multi-year global project that is expected to significantly transform the way in which we operate our business and further enable our long-term strategic pivot toward a global direct-to-consumer-oriented model (the "Next Generation Transformation project" or "NGT project").

The NGT project will be completed in phases and involves the redesigning of certain end-to-end processes and the implementation of a suite of information systems on a global scale.

Such efforts are expected to result in significant process improvements and the creation of synergies across core areas of operations, including merchandise buying and planning, procurement, inventory management, retail and wholesale operations, and financial planning and reporting, better enabling us to optimize inventory levels and increase the speed to which we can react to changes in consumer demand across markets, among other benefits.

In connection with the preliminary phase of the NGT project, we incurred other charges of $5.1 million during Fiscal 2024, which were recorded within restructuring and other charges, net in the consolidated statements of operations.

Polo Ralph Lauren, Lauren Ralph Lauren, Polo Golf Ralph Lauren, Ralph Lauren Golf, RLX Ralph Lauren, Polo Ralph Lauren Children, and Chaps, among others.

Our wholesale business in Asia is comprised primarily of sales to department stores and various third-party digital and licensee partners.

| Total | | | | | | 232 | | |

| | | | | | | | | |

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

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

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

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

We live this commitment through three key pillars:

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

- *Responsible Design* — We commit to embedding environmental and cultural sustainability, inclusivity, and celebration into the products we design and stories we tell.

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

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

*•Water Stewardship* — We commit to reducing water consumption across our value chain and to safeguarding and preserving water resources in our communities.

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

- *Chemical Management* — As we monitor and reduce hazardous chemical use and discharge, our ultimate goal is to eliminate all hazardous chemicals from our product manufacturing.

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

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

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

COVID-19 Pandemic

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

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

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

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.

During the first quarter of Fiscal 2021 at the 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 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 2 to 3 months during the second half of Fiscal 2021, including during the holiday period, due to government-mandated lockdowns and other restrictions.

Such disruptions continued throughout Fiscal 2022 and Fiscal 2023 in certain regions, although to a lesser extent than Fiscal 2021.

Further, throughout the course of the pandemic, the majority of our stores that 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.

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.

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

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

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

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

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

Fiscal 2021 Strategic Realignment Plan

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

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

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

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

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 and in connection with our third initiative.

Specifically, we entered into a multi-year licensing partnership, which took effect on August 1, 2021 following a transition period, with an

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

The products are being sold at existing channels of distribution with opportunities for expansion into additional channels and markets globally.

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 [added: our] products, taxation, unclaimed property, leases, and employee relations.

For the fiscal year ended [removed: April 1, 2023][added: March 30, 2024]

The aggregate market value of the registrant's voting common stock held by non-affiliates of the registrant was approximately [removed: $3.462] [added: $4.530] billion as of September [removed: 30, 2022,] [added: 29, 2023,] 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: 19, 2023, 40,523,457] [added: 17, 2024, 40,628,150] shares of the registrant's Class A common stock, $.01 par value and [removed: 24,881,276] [added: 21,881,276] shares of the registrant's Class B common stock, $.01 par value were outstanding.

Part III incorporates by reference information from certain portions of the registrant's definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the fiscal year ended [removed: April 1, 2023.][added: March 30, 2024.]

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| [Item [removed: 13.](#i8af81de87c674dc8b7e44c86e29a1ce7_163)] [added: 13.](#i29668c8286604ca8a4f7c4a6b5de7028_163)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i8af81de87c674dc8b7e44c86e29a1ce7_163)] [added: Independence](#i29668c8286604ca8a4f7c4a6b5de7028_163)] | | | [removed: [76](#i8af81de87c674dc8b7e44c86e29a1ce7_163)] [added: [78](#i29668c8286604ca8a4f7c4a6b5de7028_163)] | | |

| [Item [removed: 14.](#i8af81de87c674dc8b7e44c86e29a1ce7_166)] [added: 14.](#i29668c8286604ca8a4f7c4a6b5de7028_166)] | | | [Principal Accountant Fees and [removed: Services](#i8af81de87c674dc8b7e44c86e29a1ce7_166)] [added: Services](#i29668c8286604ca8a4f7c4a6b5de7028_166)] | | | [removed: [76](#i8af81de87c674dc8b7e44c86e29a1ce7_166)] [added: [78](#i29668c8286604ca8a4f7c4a6b5de7028_166)] | | |

| [Item [removed: 15.](#i8af81de87c674dc8b7e44c86e29a1ce7_172)] [added: 15.](#i29668c8286604ca8a4f7c4a6b5de7028_172)] | | | [Exhibits and Financial Statement [removed: Schedules](#i8af81de87c674dc8b7e44c86e29a1ce7_172)] [added: Schedules](#i29668c8286604ca8a4f7c4a6b5de7028_172)] | | | [removed: [77](#i8af81de87c674dc8b7e44c86e29a1ce7_172)] [added: [78](#i29668c8286604ca8a4f7c4a6b5de7028_172)] | | |

| [Item [removed: 16.](#i8af81de87c674dc8b7e44c86e29a1ce7_175)] [added: 16.](#i29668c8286604ca8a4f7c4a6b5de7028_175)] | | | [Form 10-K [removed: Summary](#i8af81de87c674dc8b7e44c86e29a1ce7_175)] [added: Summary](#i29668c8286604ca8a4f7c4a6b5de7028_175)] | | | [removed: [79](#i8af81de87c674dc8b7e44c86e29a1ce7_175)] [added: [80](#i29668c8286604ca8a4f7c4a6b5de7028_175)] | | |

| | | | [removed: [Signatures](#i8af81de87c674dc8b7e44c86e29a1ce7_178)] [added: [Signatures](#i29668c8286604ca8a4f7c4a6b5de7028_178)] | | | [removed: [80](#i8af81de87c674dc8b7e44c86e29a1ce7_178)] [added: [81](#i29668c8286604ca8a4f7c4a6b5de7028_178)] | | |

Forward-looking statements include, without limitation, statements regarding our current expectations about the Company's future operating results and financial condition, the implementation and results of our strategic plans and initiatives, store openings and closings, capital expenses, our plans regarding our quarterly cash dividend and Class A common stock repurchase programs, [removed: and] our ability to meet [removed: environmental, social,] [added: citizenship] and [removed: governance goals.][added: sustainability goals, and the senior management of the Company.]

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

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

- the [added: potential] impact to our business resulting from [removed: the COVID-19 pandemic,] [added: pandemic diseases such as COVID-19,] 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 customers, 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;

- our ability to recruit and retain [added: qualified] employees to operate our retail stores, distribution centers, and various corporate functions;

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

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

Due to the collaborative and ongoing nature of our relationships with our licensees, such licensees are sometimes referred to in this Form 10-K as "licensing alliances." Our fiscal year ends on the Saturday [removed: immediately before or after] [added: closest to] March 31.

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

All references to "Fiscal [removed: 2021"] [added: 2025"] represent the 52-week fiscal year [removed: ended] [added: ending] March [removed: 27, 2021.][added: 29, 2025.]

| [Item 1](#i29668c8286604ca8a4f7c4a6b5de7028_2379)[C](#i29668c8286604ca8a4f7c4a6b5de7028_2379)[.](#i29668c8286604ca8a4f7c4a6b5de7028_2379) | | | [Cybersecu](#i29668c8286604ca8a4f7c4a6b5de7028_2379)[rity](#i29668c8286604ca8a4f7c4a6b5de7028_2379) | | | [39](#i29668c8286604ca8a4f7c4a6b5de7028_2379) | | |

- the impact to our business of events of unrest and instability that are currently taking place in certain parts of the world, as well as from any terrorist action, retaliation, and the threat of further action or retaliation;

Risk Management and Strategy

We have established a cybersecurity risk management program that is integrated into our overall enterprise risk management system and provides us support in assessing, identifying, and managing material risks from cybersecurity threats.

Our enterprise risk management program is fully updated annually and periodically updated and supplemented as new risks and opportunities are identified by management, including those related to cybersecurity risks.

Our longstanding information security risk program is structured according to the National Institute of Standards and Technology Cybersecurity Framework, industry best practices, privacy legislation, and other global and local standards and regulations.

This program includes a defense-in-depth approach with multiple layers of security controls, including network segmentation, security monitoring, endpoint protection, and identity and access management, as well as data protection best practices and data loss prevention controls.

Our cybersecurity awareness program includes regular phishing simulations, annual general cybersecurity awareness training, and data protection modules, as well as more contextual and personalized modules for targeted users and roles.

We incorporate external expertise and guidance in all aspects of our cybersecurity program.

We complete annual internal security audits and vulnerability assessments of the Company's information systems and related controls, including systems affecting personal data.

In addition, we leverage cybersecurity specialists to complete annual external audits and objective assessments of our cybersecurity program and practices, including our data protection practices, as well as to conduct targeted attack simulations.

We continually enhance our information security capabilities in order to protect against emerging threats, while also increasing our ability to detect and respond to cyber incidents and maximize our resilience to recover from potential cyber-attacks.

We have a robust incident response plan in place that provides a documented runbook for handling high severity cybersecurity incidents and facilitates coordination across various corporate functions.

We also perform simulations and drills at both a technical and leadership level at least annually.

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

Our cybersecurity framework incorporates a robust third-party information technology ("IT") risk management program to ensure our vendors meet our high security standards.

We leverage industry best practices like Standardized Information Gathering ("SIG") and recognized security certifications, including SOC 2, ISO 27001, and PCI-DSS, to assess our vendors.

We also conduct thorough penetration testing and require vendors to adopt appropriate security controls through contractual agreements.

We thoroughly assess potential vendors based on their role and the sensitivity of the IT resources they access.

All vendors follow a consistent risk management process, ensuring every vendor meets our high standards.

We select vendors who prioritize data protection and comply with relevant privacy regulations.

Furthermore, we enforce strict protocols, including limiting access to necessary information, ensuring data usage is confined to agreed-upon purposes, and mandating the deletion or return of data upon service termination.

Through these measures, we collaborate with third-party vendors while implementing controls to safeguard our information.

Our business strategy, results of operations, and financial condition have not been materially affected by risks from cybersecurity threats, including as a result of any previous cybersecurity incidents; however, we cannot assure that cybersecurity threats will not be material to us in the future.

During the three fiscal years presented within this Form 10-K, we have not experienced a known material information security breach nor incurred material breach-related expenses.

For a detailed discussion of significant risk factors regarding cybersecurity threats, see Item 1A — "*Risk Factors* — *Risks Related to Information Systems and Data Security.*"

Governance

Our Board of Directors is responsible for overseeing management's overall approach to risk management, including cybersecurity risk.

In addition, the Committees of the Board report to the full Board at regularly scheduled Board meetings on any identified material risks within that Committee's area of responsibilities and oversight, as well as when new risks arise.

The Audit Committee has responsibility for oversight of the Company's cybersecurity risks.

| | | | | | | | | |

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| | | | 39 | | | | | |

The Audit Committee reviews our cybersecurity program on a quarterly basis, including through review of a quarterly enterprise risk management report, and periodically convenes special meetings to conduct deeper preparedness, enterprise risk and business continuity reviews.

These special meetings are open to the full Board to attend.

In addition, the full Board receives a regular cybersecurity update at least once annually.

All of these meetings include our Chief Digital and Technology Officer ("CDTO") and Chief Information Security Officer ("CISO").

Our cybersecurity program is led by our CISO, a seasoned leader in the cybersecurity field with over 25 years of extensive experience across cybersecurity, IT, risk management, and regulatory compliance.

Holding both a master's in computer engineering and business administration, our CISO is also a Certified Information Systems Security Professional ("CISSP").

Reporting directly to our CDTO, our CISO leads a dedicated team of information security and risk professionals.

Together, they are entrusted with the crucial task of managing our information security and data protection operations.

Collaborating closely with business stakeholders, our CISO shapes a comprehensive cybersecurity strategy that serves as the cornerstone of our information security programs, supporting effective cybersecurity risk management.

The following table sets forth information relating to our principal properties as of [removed: April 1, 2023:][added: March 30, 2024:]

| Whitsett, NC | | | | | | Wholesale and retail distribution facility | | | | | | [removed: 520,600] [added: 360,000] | | |

| 650 Madison Avenue, NYC | | | | | | Executive and corporate offices, design studio, and showrooms | | | | | | [removed: 240,800] [added: 244,000] | | |

| 601 West 26th Street, NYC | | | | | | Corporate offices | | | | | | [removed: 216,200] [added: 222,200] | | |

| Long Island City, NY | | | | | | Corporate offices, design and digital production studios, showrooms, and warehousing | | | | | | [removed: 206,700] [added: 169,600] | | |

| Nutley, NJ | | | | | | Corporate offices | | | | | | [removed: 109,300] [added: 92,500] | | |

| Spinners Building, Hong Kong | | | | | | Asia sourcing offices | | | | | | [removed: 67,000] [added: 69,200] | | |

| Tokyo, Japan | | | | | | Retail flagship store | | | | | | [removed: 25,000] [added: 25,200] | | |

| Prince's Building, Hong Kong | | | | | | Retail flagship store | | | | | | [removed: 9,800] [added: 9,500] | | |

As of [removed: April 1, 2023,] [added: March 30, 2024,] we directly operated [removed: 553] [added: 564] retail stores, totaling approximately [removed: 4.1] [added: 4.2] million square feet.

| | | | 41 | | | | | |

| | | | 40 | | | | | |

As of May [removed: 19, 2023,] [added: 17, 2024,] there were [removed: 622] [added: 606] holders of record of our Class A common stock and 7 holders of record of our Class B common stock.

[removed: No] [added: During the fiscal quarter ended March 30, 2024, the stockholder set forth in the table below converted] shares of [removed: our] Class B common stock [removed: were converted] into Class A common stock [removed: during] [added: on] the [removed: fiscal quarter ended April 1, 2023.][added: date set forth below:]

The following table sets forth repurchases of shares of our Class A common stock during the fiscal quarter ended [removed: April 1, 2023:][added: March 30, 2024:]

(a) As of [removed: April 1, 2023,] [added: March 30, 2024,] the remaining availability under our Class A common stock repurchase program was approximately [removed: $1.175 billion,] [added: $776 million,] reflecting the February 2, 2022 approval by our Board of Directors to expand the program by up to an additional $1.500 billion of Class A common stock repurchases.

(b) Includes [removed: 2,854] [added: 2,204] shares surrendered to or withheld by the Company in satisfaction of withholding taxes in connection with the vesting of awards issued under its long-term stock incentive plans.

The following graph compares the cumulative total stockholder return (stock price appreciation plus dividends) on our Class A common stock to the cumulative total return of the Standard & Poor's ("S&P") 500 [removed: Index,] [added: Index and] the S&P 1500 Apparel, Accessories & Luxury Goods [removed: Index, and a prior peer group index (the "Prior Peer Group")] [added: Index] for the period from March [removed: 31, 2018,] [added: 30, 2019,] the last day of our [removed: 2018] [added: 2019] fiscal year, through [removed: April 1, 2023,] [added: March 30, 2024,] the last day of our [removed: 2023] [added: 2024] fiscal year.

The returns are calculated by assuming a $100 investment made on March [removed: 31, 2018] [added: 30, 2019] in the Class A common stock and each index, with all dividends reinvested.

Among Ralph Lauren Corporation, the S&P 500 Index, [added: and S&P 1500 Apparel, Accessories & Luxury Goods Index]

[removed: ][added: ]

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

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

| Stockholder That Converted Class B Common Stock to Class A Common Stock | | | | | | Date of Conversion | | | | | | Number of Shares Converted/Received | | |

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

| Lauren Family, L.L.C. | | | | | | March 4, 2024 | | | | | | 3,000,000 | | |

| December 31, 2023 to January 27, 2024 | | | | | | 4,057 | | | | | | $ | 135.01 | | | | | 4,057 | | | | | | $ | 896 | |

| January 28, 2024 to February 24, 2024 | | | | | | 85,666 | | | | | | 179.40 | | | | | | 85,666 | | | | | | 881 | | |

| February 25, 2024 to March 30, 2024 | | | | | | 582,180 | | | (b) | | | 180.41 | | | | | | 579,976 | | | | | | 776 | | |

| | | | | | | 671,903 | | | | | | | | | | | | 669,699 | | | | | | | | |

| | | | 42 | | | | | |

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

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

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

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

| | | | 41 | | | | | |

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

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

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

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

| | | | 43 | | | | | |

| | | | 42 | | | | | |

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

There has been no change in our internal control over financial reporting during the fourth quarter of Fiscal [removed: 2023] [added: 2024] that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

statements would be prevented or detected on a timely basis.

Amended and Restated By-laws

On May 22, 2024, the Company's Board of Directors approved the Company's Fifth Amended and Restated By-laws (the "Amended and Restated By-laws"), effective as of such date.

Among other matters, the Amended and Restated By-laws are modified to (1) amend the advance notice requirements for stockholders to bring proposed director nominees or other items of business before a special or annual meeting of stockholders, including amendments to address the universal proxy rules adopted by the SEC and (2) amend the forum selection provision to provide that the U.S. federal district courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

The Amended and Restated By-laws also reflect other technical and administrative changes.

The foregoing summary of the amendments to the Amended and Restated By-laws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated By-laws, a copy of which is filed as Exhibit 3.3 to this Form 10-K and is incorporated herein by reference.

Departure and Appointment of Officers

On May 23, 2024, the Company announced that Jane Nielsen, Chief Operating Officer and Chief Financial Officer, will no longer serve as Chief Financial Officer effective as of May 23, 2024, and will continue in her role as Chief Operating Officer through March 29, 2025 (the "End Date"), on which date she will depart from the Company.

In connection with the foregoing, Ms. Nielsen and the Company entered into an employment transition agreement on May 23, 2024 (the "Nielsen Transition Agreement"), pursuant to which Ms. Nielsen will be entitled to the same base salary and target bonus in effect as of the date hereof through the End Date.

The Nielsen Transition Agreement further provides that Ms. Nielsen will be entitled to an equity award in August of 2024 under the Company's 2019 Long-Term Stock Incentive Plan, with a target value of $8,000,000, which will be divided equally between performance share units ("PSUs") and restricted share units ("RSUs"), on the same terms applicable to other senior executive officers of the Company.

Commencing on the End Date, the Company will pay Ms. Nielsen base salary continuation payments for a period of 52 weeks (the "Non-Compete Period"), in an aggregate amount of $1,050,000.

As of the End Date, Ms. Nielsen will cease to be eligible for any of the Company's benefit plans (other than pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), with the Company paying the employer's share of the monthly COBRA premiums for a 36-month period).

The Company will pay Ms. Nielsen her 2025 short-term bonus, as calculated for, and at the same time as, the Company's other named executive officers.

On the payroll pay date closest to the last day of the Non-Compete Period, the Company will pay Ms. Nielsen an additional lump sum amount of $1,837,500, which is equal to her target bonus.

As of the End Date, (i) all of Ms. Nielsen's RSUs will vest immediately and (ii) all of her PSUs will cease to be subject to employment-based conditions, and will vest at the end of the performance period based on the Company's actual level of achievement.

The Company will also pay Ms. Nielsen legal fees incurred in connection with the Nielsen Transition Agreement, capped at $40,000.

The Nielsen Transition Agreement requires that Ms. Nielsen comply with confidentiality, non-competition, non-disparagement, and non-solicitation restrictive covenants.

Ms. Nielsen has also agreed to deliver a release of claims against the Company.

In the event of a failure to abide by such covenants or upon a termination for Cause (as defined in the Nielsen Transition Agreement) prior to the End Date, Ms. Nielsen would forfeit the payments and benefits described above.

The foregoing summary of the Nielsen Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Nielsen Transition Agreement, a copy of which is filed as Exhibit 10.37 to this Form 10-K and is incorporated herein by reference.

On May 23, 2024, the Company appointed Justin Picicci as Chief Financial Officer, effective May 23, 2024.

In connection with the foregoing, Mr. Picicci and the Company entered into an Employment Agreement (the "Picicci Employment Agreement") on May 23, 2024.

Pursuant to the Picicci Employment Agreement, Mr. Picicci is entitled to an annual base salary of not less than $700,000 and to participate in any applicable bonus program that the Company maintains during the term of his employment, including the Company's Executive Officer Annual Incentive Plan, as amended ("EOAIP").

Under the EOAIP, Mr. Picicci has an annual target bonus opportunity of 100% of his fiscal year salary earnings, and a maximum bonus opportunity of 200% of his fiscal year salary earnings and, in accordance with the Company's 2019 Long-

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| | | | 75 | | | | | |

Term Stock Incentive Plan ("2019 LTSIP"), beginning in fiscal year 2025, he will be granted an annual equity award with a value of $1,200,000, under the terms of the 2019 LTSIP and as approved each year by the Talent, Culture & Total Rewards Committee (the "Compensation Committee") of the Board of Directors of the Company, $600,000 in the form of time-based RSUs, vesting in three equal annual installments on the anniversary date of the grant with the first installment vesting on the one-year anniversary of the grant date, subject to continued service to each vesting date, and $600,000 in the form of PSUs, vesting following a three-year performance period after certification of achievement of performance, subject to continued service on the vesting date, pursuant to the terms of the 2019 LTSIP.

Under the Picicci Employment Agreement, if the Company terminates Mr. Picicci's employment for any reason other than death, disability or Cause, or he voluntarily terminates his employment for Good Reason (each, as defined in the Picicci Employment Agreement), he will be entitled to receive base salary continuation payments for a period of one year from the date of such termination (the "Severance Period"), plus a lump sum amount at the end of the Severance Period equal to his target bonus.

Upon such termination, Mr. Picicci's RSUs and PSUs will be treated in accordance with their respective award agreements.

In addition, during the Severance Period, Mr. Picicci will be entitled to continue to participate in any group medical and dental plans in which he participated prior to his termination.

If Mr. Picicci voluntarily terminates his employment for Good Reason or the Company terminates his employment without Cause, in each case within 12 months following a Change in Control of the Company (as defined in the Picicci Employment Agreement), then, in lieu of the foregoing amounts, he will be entitled to receive a lump sum amount, payable within 15 days after the termination of his employment, equal to two times the sum of his then current annual base salary and the bonus paid in the most recently completed fiscal year prior to the fiscal year in which is employment is terminated.

In addition, in such event, any unvested stock options, unvested RSUs and unvested PSUs held by Mr. Picicci will immediately vest.

If Mr. Picicci voluntarily terminates his employment without Good Reason or if he is terminated by the Company for Cause, he will only be entitled to receive his base salary through the date of termination, and any outstanding equity awards will be treated in accordance with their respective award agreements.

In the event his employment terminates due to his death or disability, he or his estate will be entitled to receive only those welfare plans benefits available to him pursuant to the welfare plans he participated in prior to such termination, and any outstanding equity awards will be treated in accordance with their respective award agreements.

The above described amounts and stock awards to be provided are subject to his compliance with certain restrictive covenants.

Any amounts due and payable to Mr. Picicci upon termination of his employment will be subject to compliance with Section 409A of the Internal Revenue Code.

Other than as described herein, since the beginning of the Company's last fiscal year, there have been no transactions between the Company and Mr. Picicci or any member of his family.

The foregoing summary of the Picicci Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Picicci Employment Agreement, a copy of which is filed as Exhibit 10.38 to this Form 10-K and is incorporated herein by reference.

Trading Arrangements

During the three months ended March 30, 2024, none of our directors or officers (as defined in Item 408 of Regulation S-K of the Securities Exchange Act of 1934) adopted or terminated "Rule 10b5-1 trading arrangements" or "non-Rule 10b5-1 trading arrangements" (each term as defined in Item 408 of Regulation S-K of the Securities Exchange Act of 1934).

Not applicable.

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| | | | 76 | | | | | |

Information relating to our directors and corporate governance will be set forth in the Company's proxy statement for its [removed: 2023] [added: 2024] annual meeting of stockholders to be filed within 120 days after [removed: April 1, 2023] [added: March 30, 2024] (the "Proxy Statement") and is incorporated by reference herein.

The Company has adopted an insider trading policy which governs the purchase, sale, and/or other dispositions of our securities by directors, officers and employees and other covered persons and is designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

A copy of our Securities Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

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The following table sets forth information as of [removed: April 1, 2023] [added: March 30, 2024] regarding compensation plans under which the Company's equity securities are authorized for issuance:

| Equity compensation plans approved by security holders | | | | | | [removed: 2,549,875] [added: 2,244,308] | | | (1) | | | N/A | | | (2) | | | [removed: 2,766,316] [added: 2,496,022] | | | (3) | | |

(1)Consists of restricted stock units that are payable solely in shares of Class A common stock (including [removed: 496,298] [added: 508,497] service-based restricted stock units that have fully vested but for which the underlying shares have not yet been delivered as of [removed: April 1, 2023).][added: March 30, 2024).]

(2)No options were outstanding as of [removed: April 1, 2023.][added: March 30, 2024.]

| Total | | | | | | 2,244,308 | | | | | | $ | — | | | | | 2,496,022 | | | | | |

| | | | | | | | | |

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

| | | | 77 | | | | | |

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

| | | | | | | | | |

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

| | | | 76 | | | | | |

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

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

| [removed: 3.3] [added: 10.16] | | | [removed: [Fourth Amended and Restated By-laws] [added: [Executive Officer Annual Incentive Plan, as amended as] of [removed: the Company] [added: August 10, 2017] (filed as Exhibit [removed: 3.3] [added: 10.2] to the Form 10-Q for the quarterly period ended July 1, [removed: 2017)](http://www.sec.gov/Archives/edgar/data/1037038/000103703817000008/rl-20170701x10qex33.htm)] [added: 2017)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703817000008/rl-20170701x10qex102.htm)] | | |

| 4.1 | | | [Indenture, dated as of September 26, 2013, by and between the Company and Wells Fargo Bank, National Association (including the form of Note) (filed as Exhibit 4.1 to the Form 8-K filed September 26, [removed: 2013)](http://www.sec.gov/Archives/edgar/data/1037038/000119312513380171/d603749dex41.htm)] [added: 2013)](https://www.sec.gov/Archives/edgar/data/1037038/000119312513380171/d603749dex41.htm)] | | |

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

| 4.3 | | | [Fourth Supplemental Indenture, dated as of June 3, 2020, by and between Ralph Lauren Corporation and Wells Fargo Bank, National Association (filed as Exhibit 4.2 to the Form 8-K filed June 4, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/0001037038/000119312520159787/d903486dex42.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/0001037038/000119312520159787/d903486dex42.htm)] | | |

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

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

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

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

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

| 10.5 | | | [Amendment No.2 to the Amended and Restated Employment Agreement, dated June 16, 2021, between the Company and Ralph Lauren (filed as Exhibit 10.1 to the Company's Form 10-Q filed August 3, [removed: 2021)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703821000029/rl-20210626x10qex101.htm)] [added: 2021)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703821000029/rl-20210626x10qex101.htm)] | | |

| 10.6 | | | [Employment Agreement, dated May 13, 2017, between the Company and Patrice Louvet (filed as Exhibit 10.1 to the Form 8-K filed May 17, [removed: 2017)†](http://www.sec.gov/Archives/edgar/data/1037038/000095014217001057/eh1700645_ex1001.htm)] [added: 2017)†](https://www.sec.gov/Archives/edgar/data/1037038/000095014217001057/eh1700645_ex1001.htm)] | | |

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

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

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

| [removed: 10.10] [added: 10.11] | | | [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, [removed: 2019)†](http://www.sec.gov/Archives/edgar/data/1037038/000095014219000380/eh1900294_ex1001.htm)] [added: 2019)†](https://www.sec.gov/Archives/edgar/data/1037038/000095014219000380/eh1900294_ex1001.htm)] | | |

| [removed: 10.11] [added: 10.12] | | | [Amendment No. 1 to the Amended and Restated Employment Agreement, dated June 17, 2020, between the Company and Jane Nielsen (filed as Exhibit 10.3 to the Form 10-Q filed August 4, [removed: 2020)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703820000023/rl-20200627x10qex103.htm)] [added: 2020)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703820000023/rl-20200627x10qex103.htm)] | | |

| [removed: 10.12] [added: 10.13] | | | [Amended and Restated Employment Agreement, dated February 14, 2021, between the Company and Halide Alagöz (filed as Exhibit 10.1 to the Form 10-Q filed August 9, [removed: 2022)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000023/rl-20220702x10qex101.htm)] [added: 2022)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703822000023/rl-20220702x10qex101.htm)] | | |

| [removed: 10.13] [added: 10.14] | | | [Amendment No. 1 to the Amended and Restated Employment Agreement, dated August 3, 2022, between the Company and Halide [removed: Alag](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000023/rl-20220702x10qex102.htm)[ö](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000023/rl-20220702x10qex102.htm)[z] [added: Alagöz] (filed as Exhibit 10.2 to the Form 10-Q filed August 9, [removed: 2022)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000023/rl-20220702x10qex102.htm)] [added: 2022)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703822000023/rl-20220702x10qex102.htm)] | | |

| [removed: 10.14] [added: 10.15] | | | [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, [removed: 2005)†](http://www.sec.gov/Archives/edgar/data/1037038/000095012305008114/y10404exv10w15.htm)] [added: 2005)†](https://www.sec.gov/Archives/edgar/data/1037038/000095012305008114/y10404exv10w15.htm)] | | |

| [removed: 10.15] [added: 10.21] | | | [removed: [Executive Officer Annual] [added: [Amended and Restated 2010 Long-Term] Incentive Plan, [removed: as] amended as of August [removed: 10, 2017] [added: 11, 2016] (filed as Exhibit [removed: 10.2] [added: 10.4] to the Form 10-Q for the quarterly period ended July [removed: 1, 2017)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703817000008/rl-20170701x10qex102.htm)] [added: 2, 2016)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703816000022/rl-20160702x10qex104.htm)] | | |

| [removed: 10.16] [added: 10.17] | | | [Executive Officer Annual Incentive Plan, as amended as of May 20, 2020 (filed as Exhibit 10.14 to the Fiscal 2020 [removed: 10-K)†](http://www.sec.gov/Archives/edgar/data/0001037038/000103703820000014/rl-20200328x10kex1014.htm)] [added: 10-K)†](https://www.sec.gov/Archives/edgar/data/0001037038/000103703820000014/rl-20200328x10kex1014.htm)] | | |

| [removed: 10.17] [added: 10.18] | | | [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, [removed: 2004)†](http://www.sec.gov/Archives/edgar/data/1037038/000095014204003417/ex99-1form8k_081204.txt)] [added: 2004)†](https://www.sec.gov/Archives/edgar/data/1037038/000095014204003417/ex99-1form8k_081204.txt)] | | |

| [removed: 10.18] [added: 10.19] | | | [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, [removed: 2006)†](http://www.sec.gov/Archives/edgar/data/1037038/000095012306010353/y23830exv10w4.htm)] [added: 2006)†](https://www.sec.gov/Archives/edgar/data/1037038/000095012306010353/y23830exv10w4.htm)] | | |

| [removed: 10.19] [added: 10.20] | | | [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, [removed: 2009)†](http://www.sec.gov/Archives/edgar/data/1037038/000095012309009558/y77331exv10w26.htm)] [added: 2009)†](https://www.sec.gov/Archives/edgar/data/1037038/000095012309009558/y77331exv10w26.htm)] | | |

| [removed: 10.21] [added: 10.22] | | | [2019 Long-Term Stock Incentive Plan (filed as Appendix C to the Company's Definitive Proxy Statement dated June 21, [removed: 2019)†](http://www.sec.gov/Archives/edgar/data/1037038/000119312519178914/d729878ddef14a.htm#tx729878_104)] [added: 2019)†](https://www.sec.gov/Archives/edgar/data/1037038/000119312519178914/d729878ddef14a.htm#tx729878_104)] | | |

| [removed: 10.22] [added: 10.23] | | | [Form of Non-Employee Director Restricted Stock Unit Award Agreement under the 2019 Long-Term Stock Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000014/rl-20220402x10kex1039.htm) [(filed] [added: Plan (filed] as Exhibit 10.39 to the Company's Form 10-K filed May 24, [removed: 2022)](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000014/rl-20220402x10kex1039.htm) [†](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000014/rl-20220402x10kex1039.htm)] [added: 2022) †](https://www.sec.gov/Archives/edgar/data/1037038/000103703822000014/rl-20220402x10kex1039.htm)] | | |

| [removed: 10.23] [added: 10.24] | | | [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, [removed: 2020)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703820000030/rl-20200926x10qex102.htm)] [added: 2020)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703820000030/rl-20200926x10qex102.htm)] | | |

| [removed: 10.24] [added: 10.25] | | | [Form of Pro-Rata Restricted Stock Unit Award Agreement under the 2019 Long-Term Stock Incentive Plan (filed as Exhibit 10.3 to the Form 10-Q filed November 5, [removed: 2020)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703820000030/rl-20200926x10qex103.htm)] [added: 2020)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703820000030/rl-20200926x10qex103.htm)] | | |

| [removed: 10.25] [added: 10.26] | | | [Amended and Restated Polo Ralph Lauren Supplemental Executive Retirement Plan (filed as Exhibit 10.1 to the Company's Form 10-Q for the quarterly period ended December 31, [removed: 2005)†](http://www.sec.gov/Archives/edgar/data/1037038/000095012306001404/y17243exv10w1.htm)] [added: 2005)†](https://www.sec.gov/Archives/edgar/data/1037038/000095012306001404/y17243exv10w1.htm)] | | |

| [removed: 10.26] [added: 10.27] | | | [Form of Restricted Stock Unit Award Agreement under the 2019 Long-Term Stock Incentive Plan (filed as Exhibit 10.1 to the Company's Form 10-Q Filed November 3, [removed: 2021)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703821000037/rl-20210925x10qex101.htm)] [added: 2021)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703821000037/rl-20210925x10qex101.htm)] | | |

| [removed: 10.27] [added: 10.28] | | | [Form of Performance Share Unit Award- PSU Operating Profit Margin Agreement under the 2019 Long-Term Stock Incentive Plan (filed as Exhibit 10.2 to the Company's Form 10-Q filed November 3, [removed: 2021)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703821000037/rl-20210925x10qex102.htm)] [added: 2021)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703821000037/rl-20210925x10qex102.htm)] | | |

| [removed: 10.28] [added: 10.29] | | | [Form of Performance Share Unit Award- TSR Agreement under the 2019 Long-Term Stock Incentive Plan (filed as Exhibit 10.3 to the Company's Form 10-Q filed November 3, [removed: 2021)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703821000037/rl-20210925x10qex103.htm)] [added: 2021)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703821000037/rl-20210925x10qex103.htm)] | | |

| [removed: 10.29] [added: 10.30] | | | [Form of Restricted Stock Unit Award Agreement under the 2019 Long-Term Stock Incentive Plan (filed as Exhibit 10.1 to the Company's Form 10-Q filed November 10, [removed: 2022)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000031/rl-20221001x10qex101.htm)] [added: 2022)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703822000031/rl-20221001x10qex101.htm)] | | |

| [removed: 10.30] [added: 10.31] | | | [Form of Performance Share Unit Award - ROIC Agreement under the 2019 Long-Term Stock Incentive Plan (filed as Exhibit 10.2 to the Company’s Form 10-Q filed November 10, [removed: 2022)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000031/rl-20221001x10qex102.htm)] [added: 2022)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703822000031/rl-20221001x10qex102.htm)] | | |

| [removed: 10.31] [added: 10.32] | | | [Form of Performance Share Unit Award - TSR Agreement under the 2019 Long-Term Stock Incentive Plan (filed as Exhibit 10.3 to the Company’s Form 10-Q filed November 10, [removed: 2022)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000031/rl-20221001x10qex103.htm)] [added: 2022)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703822000031/rl-20221001x10qex103.htm)] | | |

| [removed: 10.32] [added: 10.33] | | | [Credit Agreement, dated as of August 12, 2019 and as amended by the First Amendment, dated as of May 26, 2020, among the Company, RL Finance B.V., Ralph Lauren Europe Sàrl, and Ralph Lauren Asia Pacific Limited as the borrowers, the lenders party thereto, Bank of America, N.A., as syndication agent, Wells Fargo Bank, N.A., HSBC Bank USA, N.A., ING Bank N.V., Dublin Branch, and Deutsche Bank Securities Inc., as co-documentation agents, and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.41 to the Fiscal 2020 [removed: 10-K)](http://www.sec.gov/Archives/edgar/data/0001037038/000103703820000014/rl-20200328x10kex1041.htm)] [added: 10-K)](https://www.sec.gov/Archives/edgar/data/0001037038/000103703820000014/rl-20200328x10kex1041.htm)] | | |

| [removed: 10.33] [added: 10.34] | | | [Credit Agreement, dated as of August 12, 2019 and as amended by the Second Amendment, dated as of January 3, 2022, among the Company, RL Finance B.V., Ralph Lauren Europe Sàrl, and Ralph Lauren Asia Pacific Limited as the borrowers, the lenders party thereto, Bank of America, N.A., as syndication agent, Wells Fargo Bank, N.A., HSBC Bank USA, N.A., ING Bank N.V., Dublin Branch, and Deutsche Bank Securities Inc., as co-documentation agents, and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.1 to the Company's Form 10-Q filed February 3, [removed: 2022)](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000007/rl-20211225x10qex101.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/1037038/000103703822000007/rl-20211225x10qex101.htm)] | | |

| [removed: 10.34] [added: 10.35] | | | [Credit Agreement, dated as of August 12, 2019 and as amended by the Third Amendment, dated as of March 18, 2022, among the Company, RL Finance B.V., Ralph Lauren Europe Sàrl, and Ralph Lauren Asia Pacific Limited as the borrowers, the lenders party thereto, Bank of America, N.A., as syndication agent, Wells Fargo Bank, N.A., HSBC Bank USA, N.A., ING Bank N.V., Dublin Branch, and Deutsche Bank Securities Inc., as co-documentation agents, and JPMorgan Chase Bank, N.A., as administrative [removed: agent](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000014/rl-20220402x10kex1048.htm) [](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000014/rl-20220402x10kex1048.htm)[(filed] [added: agent (filed] as Exhibit 10.48 to the Company's Form 10-K filed May 24, [removed: 2022)](http://www.sec.gov/Archives/edgar/data/1037038/000103703822000014/rl-20220402x10kex1048.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/1037038/000103703822000014/rl-20220402x10kex1048.htm)] | | |

| 3.3* | | | [Fifth Amended and Restated By-laws of the Company](https://www.sec.gov/Archives/edgar/data/1037038/000103703824000014/rl-20240330x10kex33.htm) | | |

| 10.10 | | | [Amendment No. 4 to the Employment Agreement, dated August 4, 2023 between the Company and Patrice Louvet (filed as Exhibit 10.2 to the Form 10-Q filed August 10, 2023)†](https://www.sec.gov/Archives/edgar/data/1037038/000103703823000023/rl-20230701x10qex102.htm) | | |

| | | | 79 | | | | | |

| 10.36 | | | [Credit Agreement, dated as of June 30, 2023, among Ralph Lauren Corporation, Ralph Lauren Europe Sàrl, RL Finance B.V. and Ralph Lauren Asia Pacific Limited as the borrowers, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, HSBC Bank USA, N.A., ING Bank N.V., Dublin Branch, Deutsche Bank Securities Inc. and Sumitomo Mitsui Banking Corporation, as co-documentation agents (filed as Exhibit 10.1 to the Company's Form 8-K filed on July 7, 2023)](https://www.sec.gov/Archives/edgar/data/1037038/000110465923079157/tm2320755d1_ex10-1.htm) | | |

| 10.37* | | | [Employment Transition Agreement, dated May 23, 2024, between the Company and Jane Nielsen†](https://www.sec.gov/Archives/edgar/data/1037038/000103703824000014/rl-20240330x10kex1037.htm) | | |

| 10.38* | | | [Employment Agreement, dated May 23, 2024, between the Company and Justin Picicci†](https://www.sec.gov/Archives/edgar/data/1037038/000103703824000014/rl-20240330x10kex1038.htm) | | |

| 19.1* | | | [Insider Trading Policies and Procedures of the Company](https://www.sec.gov/Archives/edgar/data/1037038/000103703824000014/rl-20240330x10kex191.htm) | | |

| 97.1* | | | [Clawback Policy of the Company](https://www.sec.gov/Archives/edgar/data/1037038/000103703824000014/rl-20240330x10kex971.htm) | | |

| 104* | | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | | |

| | | | 77 | | | | | |

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

| Date: May [removed: 25, 2023] [added: 23, 2024] | | | | | | | | |

| /S/ RALPH LAUREN | | | | | | Executive Chairman, Chief Creative Officer, and Director | | | | | | May [removed: 25, 2023] [added: 23, 2024] | | |

| /S/ PATRICE LOUVET | | | | | | President, Chief Executive Officer, and Director (Principal Executive Officer) | | | | | | May [removed: 25, 2023] [added: 23, 2024] | | |

| /S/ JANE HAMILTON NIELSEN | | | | | | Chief Operating Officer and Chief Financial Officer (Principal Financial and Accounting Officer) | | | | | | May [removed: 25, 2023] [added: 23, 2024] | | |

| /s/ DAVID LAUREN | | | | | | Vice Chairman, Chief Branding and Innovation Officer, Strategic Advisor to the CEO, and Director | | | | | | May [removed: 25, 2023] [added: 23, 2024] | | |

| /S/ ANGELA AHRENDTS | | | | | | Director | | | | | | May [removed: 25, 2023] [added: 23, 2024] | | |

| /S/ JOHN R. ALCHIN | | | | | | Director | | | | | | May [removed: 25, 2023] [added: 23, 2024] | | |

| /S/ FRANK A. BENNACK, JR. | | | | | | Director | | | | | | May [removed: 25, 2023] [added: 23, 2024] | | |

| /s/ DEBRA CUPP | | | | | | Director | | | | | | May [removed: 25, 2023] [added: 23, 2024] | | |

| /s/ LINDA FINDLEY | | | | | | Director | | | | | | May [removed: 25, 2023] [added: 23, 2024] | | |

| /s/ MICHAEL A. GEORGE | | | | | | Director | | | | | | May [removed: 25, 2023] [added: 23, 2024] | | |

| /S/ VALERIE JARRETT | | | | | | Director | | | | | | May [removed: 25, 2023] [added: 23, 2024] | | |

| /S/ HUBERT JOLY | | | | | | Director | | | | | | May [removed: 25, 2023] [added: 23, 2024] | | |

| /S/ DARREN WALKER | | | | | | Director | | | | | | May [removed: 25, 2023] [added: 23, 2024] | | |

| /S/ WEI ZHANG | | | | | | Director | | | | | | May [removed: 25, 2023] [added: 23, 2024] | | |

| [Consolidated Balance [removed: Sheets](#i8af81de87c674dc8b7e44c86e29a1ce7_184)] [added: Sheets](#i29668c8286604ca8a4f7c4a6b5de7028_184)] | | | | | | [removed: F-[2](#i8af81de87c674dc8b7e44c86e29a1ce7_184)] [added: F-[2](#i29668c8286604ca8a4f7c4a6b5de7028_184)] | | |

| [Consolidated Statements of [removed: Operations](#i8af81de87c674dc8b7e44c86e29a1ce7_187)] [added: Operations](#i29668c8286604ca8a4f7c4a6b5de7028_187)] | | | | | | [removed: F-[3](#i8af81de87c674dc8b7e44c86e29a1ce7_187)] [added: F-[3](#i29668c8286604ca8a4f7c4a6b5de7028_187)] | | |

| [Consolidated Statements of Comprehensive [removed: Income (Loss)](#i8af81de87c674dc8b7e44c86e29a1ce7_193)] [added: Income](#i29668c8286604ca8a4f7c4a6b5de7028_193)] | | | | | | [removed: F-[4](#i8af81de87c674dc8b7e44c86e29a1ce7_193)] [added: F-[4](#i29668c8286604ca8a4f7c4a6b5de7028_193)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i8af81de87c674dc8b7e44c86e29a1ce7_196)] [added: Flows](#i29668c8286604ca8a4f7c4a6b5de7028_196)] | | | | | | [removed: F-[5](#i8af81de87c674dc8b7e44c86e29a1ce7_196)] [added: F-[5](#i29668c8286604ca8a4f7c4a6b5de7028_196)] | | |

| [Consolidated Statements of [removed: Equity](#i8af81de87c674dc8b7e44c86e29a1ce7_199)] [added: Equity](#i29668c8286604ca8a4f7c4a6b5de7028_199)] | | | | | | [removed: F-[6](#i8af81de87c674dc8b7e44c86e29a1ce7_199)] [added: F-[6](#i29668c8286604ca8a4f7c4a6b5de7028_199)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i8af81de87c674dc8b7e44c86e29a1ce7_205)] [added: Statements](#i29668c8286604ca8a4f7c4a6b5de7028_205)] | | | | | | [removed: F-[7](#i8af81de87c674dc8b7e44c86e29a1ce7_205)] [added: F-[7](#i29668c8286604ca8a4f7c4a6b5de7028_205)] | | |

| [Management's Report on Responsibility For Financial [removed: Statements](#i8af81de87c674dc8b7e44c86e29a1ce7_274)] [added: Statements](#i29668c8286604ca8a4f7c4a6b5de7028_274)] | | | | | | [removed: F-[53](#i8af81de87c674dc8b7e44c86e29a1ce7_274)] [added: F-[53](#i29668c8286604ca8a4f7c4a6b5de7028_274)] | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i8af81de87c674dc8b7e44c86e29a1ce7_277) [](#i8af81de87c674dc8b7e44c86e29a1ce7_277)(PCAOB] [added: Firm](#i29668c8286604ca8a4f7c4a6b5de7028_277) [](#i29668c8286604ca8a4f7c4a6b5de7028_277)(PCAOB] ID: 42) | | | | | | [removed: F-[54](#i8af81de87c674dc8b7e44c86e29a1ce7_277)] [added: F-[54](#i29668c8286604ca8a4f7c4a6b5de7028_277)] | | |

| | | | | | | April 1, 2023 | | | | | | April 2, 2022 | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| Cash and cash equivalents | | | | | | $ | [removed: 1,529.3] [added: 1,662.2] | | | | | $ | [removed: 1,863.8] [added: 1,529.3] | |

| Short-term investments | | | | | | [removed: 36.4] [added: 121.0] | | | | | | [removed: 734.6] [added: 36.4] | | |

| Accounts receivable, net of allowances of $175.3 million and [removed: $214.7] [added: $175.3] million | | | | | | [removed: 447.7] [added: 446.5] | | | | | | [removed: 405.4] [added: 447.7] | | |

| Inventories | | | | | | [removed: 1,071.3] [added: 902.2] | | | | | | [removed: 977.3] [added: 1,071.3] | | |

| Income tax receivable | | | | | | [removed: 50.7] [added: 56.0] | | | | | | [removed: 63.7] [added: 50.7] | | |

| Prepaid expenses and other current assets | | | | | | [removed: 188.7] [added: 171.9] | | | | | | [removed: 172.5] [added: 188.7] | | |

| Total current assets | | | | | | [removed: 3,324.1] [added: 3,359.8] | | | | | | [removed: 4,217.3] [added: 3,324.1] | | |

| Property and equipment, net | | | | | | [removed: 955.5] [added: 850.4] | | | | | | [removed: 969.5] [added: 955.5] | | |

| Operating lease right-of-use assets | | | | | | [removed: 1,134.0] [added: 1,014.6] | | | | | | [removed: 1,111.3] [added: 1,134.0] | | |

| Deferred tax assets | | | | | | [removed: 255.1] [added: 288.3] | | | | | | [removed: 303.8] [added: 255.1] | | |

| Goodwill | | | | | | [removed: 898.9] [added: 888.1] | | | | | | [removed: 908.7] [added: 898.9] | | |

| Intangible assets, net | | | | | | [removed: 88.9] [added: 75.7] | | | | | | [removed: 102.9] [added: 88.9] | | |

| Other non-current assets | | | | | | [removed: 133.0] [added: 125.7] | | | | | | [removed: 111.2] [added: 133.0] | | |

| Total assets | | | | | | $ | [removed: 6,789.5] [added: 6,602.6] | | | | | $ | [removed: 7,724.7] [added: 6,789.5] | |

| Accounts payable | | | | | | [removed: 371.6] [added: $] | [added: 332.2] | | | | | [removed: 448.7] [added: $] | [added: 371.6] | |

| Current income tax payable | | | | | | [removed: 59.7] [added: 79.8] | | | | | | [removed: 53.8] [added: 59.7] | | |

| | | | 82 | | | | | |

| Net income | | | | | | $ | 646.3 | | | | | $ | 522.7 | | | | | $ | 600.1 | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | 646.3 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 566.2 | | |

| Repurchases of common stock, including excise tax | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3.3 | | | | | | (453.0) | | | | | | | | | | | | (453.0) | | |

| Balance at March 30, 2024 | | | | | | 133.6 | | | | | | $ | 1.3 | | | | | $ | 2,923.8 | | | | | $ | 7,051.6 | | | | | 70.3 | | | | | | $ | (7,250.3) | | | | | $ | (276.1) | | | | | $ | 2,450.3 | |

In Fiscal 2024, 3.0 million shares of Class B common stock were converted into an equal number of shares of Class A common stock pursuant to the terms of the Class B common stock (see Note 16).

in exchange for providing access to its trademarks.

| Fiscal 2029 | | | | | | 4.8 | | |

| Total | | | | | | $ | 180.4 | |

| | | | | | | March 30, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Retail | | | | | | $ | 1,915.9 | | | | | $ | 971.3 | | | | | $ | 1,463.8 | | | | | $ | — | | | | | $ | 4,351.0 | |

| Wholesale | | | | | | 1,034.6 | | | | | | 996.7 | | | | | | 102.8 | | | | | | — | | | | | | 2,134.1 | | |

| Licensing | | | | | | — | | | | | | — | | | | | | — | | | | | | 146.3 | | | | | | 146.3 | | |

| Total | | | | | | $ | 2,950.5 | | | | | $ | 1,968.0 | | | | | $ | 1,566.6 | | | | | $ | 146.3 | | | | | $ | 6,631.4 | |

Comprehensive Income

In addition, options to purchase shares of the Company's Class A common stock at an exercise price greater than the average market price of such

Supplier Finance Program

The Company supports a voluntary supplier finance program which provides certain of its inventory suppliers the opportunity, at their sole discretion, to sell their receivables due from the Company (which are generally due within 90 days) to a participating financial institution in exchange for receipt of a discounted payment amount made earlier than the payment term stipulated between the Company and the supplier.

The Company's vendor payment terms and amounts due are not impacted by a supplier's decision to participate in the program.

The Company has not pledged any assets and does not provide guarantees under the supplier finance program.

The Company's payment obligations outstanding under its supplier finance program were $129.2 million and $122.2 million as of March 30, 2024 and April 1, 2023, respectively, and were recorded within accounts payable in the consolidated balance sheets.

The Company's assessment of the lease term reflects the non-cancellable period of the lease,

Under certain of its lease arrangements, the Company is contractually obligated to remove its leasehold improvements at the end of the lease term.

For such arrangements, the Company records an asset retirement obligation ("ARO") at lease inception for the estimated fair value, with a corresponding increase in the carrying amount of the related long-lived asset.

The ARO is adjusted for any changes in estimates and the related long-lived asset is depreciated over its useful life.

Activity related to these obligations were not material during any of the fiscal years presented.

The Company's ARO balances are recorded within other non-current liabilities in the consolidated balance sheets (see Note 7).

Improvements to Income Tax Disclosures

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-09, "Improvements to Income Tax Disclosures" ("ASU 2023-09").

ASU 2023-09 is intended to enhance the transparency and usefulness of annual income tax disclosures.

Among its provisions, ASU 2023-09 requires disclosure of a reconciliation between an entity's effective tax rate and its statutory rate utilizing eight specific categories, along with a separate disclosure for reconciling items that meet a 5% quantitative threshold.

In addition, ASU 2023-09 requires disclosure of income taxes paid (net of refunds received), disaggregated by federal, state, and foreign taxes, as well as by individual jurisdictions if a 5% quantitative threshold is met.

ASU 2023-09 is effective for the Company for annual periods beginning with its fiscal year ending March 28, 2026 ("Fiscal 2026") and is to be applied prospectively, although retrospective application is permitted.

Early adoption is also permitted.

Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU No. 2023-07, "Improvements to Reportable Segment Disclosures" ("ASU 2023-07").

ASU 2023-07 requires entities to make certain enhanced segment disclosures on both an annual and interim basis, including disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (the "CODM") as defined within Accounting Standards Codification Topic 280, "Segment Reporting," as well as various information regarding its CODM, among other provisions.

ASU 2023-07 does not change how entities identify their operating segments, aggregates them, or applies the quantitative thresholds to determine their reportable segments.

The annual disclosures required by ASU 2023-07 are effective for the Company beginning in its Fiscal 2025, with interim disclosures effective beginning in its Fiscal 2026.

| | | | 79 | | | | | |

| Current portion of long-term debt | | | | | | $ | — | | | | | $ | 499.8 | |

| Settlement of net investment hedges | | | | | | — | | | | | | — | | | | | | 3.7 | | |

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

| Proceeds from the issuance of long-term debt | | | | | | — | | | | | | — | | | | | | 1,241.9 | | |

| Other financing activities | | | | | | — | | | | | | — | | | | | | (8.7) | | |

| Balance at March 28, 2020 | | | | | | 129.8 | | | | | | $ | 1.3 | | | | | $ | 2,594.4 | | | | | $ | 5,994.0 | | | | | 57.3 | | | | | | $ | (5,778.4) | | | | | $ | (118.2) | | | | | $ | 2,693.1 | |

| Net loss | | | | | | | | | | | | | | | | | | | | | | | | (121.1) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other comprehensive loss | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (2.6) | | | | | | | | |

| Total comprehensive loss | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (123.7) | | |

| Repurchases of common stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 0.5 | | | | | | (37.7) | | | | | | | | | | | | (37.7) | | |

COVID-19 Pandemic

Beginning in the fourth quarter of the Company's fiscal year ended March 28, 2020 ("Fiscal 2020"), a novel strain of coronavirus commonly referred to as COVID-19 emerged and spread rapidly across the globe, including throughout all major geographies in which the Company operates, resulting in widespread adverse economic conditions and business disruptions.

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

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

As a result of the COVID-19 pandemic, the Company has experienced varying degrees of business disruptions and periods of closure of its stores, distribution centers, and corporate facilities, as have the Company's wholesale customers, licensing partners, suppliers, and vendors.

During the first quarter of Fiscal 2021 at the peak of the pandemic, the majority of the Company's 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 its operating results.

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

Such disruptions continued throughout Fiscal 2022 and Fiscal 2023 in certain regions, although to a lesser extent than Fiscal 2021.

Further, throughout the course of the pandemic, the majority of the Company's stores that 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.

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

The COVID-19 pandemic also adversely impacted the Company's distribution, logistic, and sourcing partners, including temporary factory closures, labor shortages, vessel, container and other transportation shortages, and port congestion.

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

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

While the impact of these disruptions has generally been less significant than those experienced in Fiscal 2021 and Fiscal 2022, the Company cannot predict for how long and to what extent the pandemic may continue to impact its business operations, the global supply chain, or the overall global economy.

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

| | | | | | | March 27, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Retail | | | | | | $ | 1,214.1 | | | | | $ | 517.1 | | | | | $ | 968.4 | | | | | $ | 80.2 | | | | | $ | 2,779.8 | |

| Wholesale | | | | | | 778.3 | | | | | | 648.8 | | | | | | 59.1 | | | | | | 12.4 | | | | | | 1,498.6 | | |

| Licensing | | | | | | — | | | | | | — | | | | | | — | | | | | | 122.4 | | | | | | 122.4 | | |

| Total | | | | | | $ | 1,992.4 | | | | | $ | 1,165.9 | | | | | $ | 1,027.5 | | | | | $ | 215.0 | | | | | $ | 4,400.8 | |

The

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

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(a)Incremental shares of 1.2 million attributable to outstanding RSUs were excluded from the computation of diluted shares for Fiscal 2021 as such shares would not be dilutive given the net loss incurred during that fiscal year.

given its election to account for lease and non-lease components together as a single lease component.

Reference Rate Reform

In March 2020, the FASB issued ASU No. 2020-04, "Facilitation of the Effects of Reference Rate Reform on Financial Reporting" along with certain other ASUs that were subsequently issued to clarify and modify certain of its provisions (collectively "ASU 2020-04").

ASU 2020-04 provides temporary optional expedients and exceptions for the application of U.S. GAAP, if certain criteria are met, to contract modifications, hedging relationships, and other arrangements that are expected to be impacted by the global transition away from certain reference rates, such as the London Interbank Offered Rate ("LIBOR") and other interbank offered rates, towards new reference rates, such as the Secured Overnight Financing Rate ("SOFR").

guidance in ASU 2020-04 was effective upon issuance and, once adopted, may be applied prospectively to contract modifications and hedging relationships through December 31, 2024.