Obbligazione Lauren Ralph Corporation 1.7% ( US731572AA14 ) in USD

Lauren Ralph Corporation

100 USD ▼

Stati Uniti

US731572AA14 ( in USD )

1.7% per anno ( pagato 2 volte l'anno)

14/06/2022 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Ralph Lauren Corp US731572AA14 in USD 1.7%, scaduta

1 000 USD

500 000 000 USD

731572AA1

A- ( Upper medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

Ralph Lauren Corporation è una società multinazionale americana di beni di lusso, nota per la sua collezione di abbigliamento, accessori e articoli per la casa di alta gamma, caratterizzati da uno stile classico e sofisticato.

The Obbligazione issued by Lauren Ralph Corporation ( United States ) , in USD, with the ISIN code US731572AA14, pays a coupon of 1.7% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 14/06/2022

The Obbligazione issued by Lauren Ralph Corporation ( United States ) , in USD, with the ISIN code US731572AA14, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Lauren Ralph Corporation ( United States ) , in USD, with the ISIN code US731572AA14, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B5
424B5 1 d936429d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-226636
CALCULATION OF REGISTRATION FEE

Proposed
Maximum
Aggregate
Amount of

Offering Price

Registration Fee(1)
1.700% Senior Notes due 2022

$500,000,000

$64,900
2.950% Senior Notes due 2030

$750,000,000

$97,350
Total

$1,250,000,000

$162,250

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents

Prospectus Supplement
(to Prospectus dated August 7, 2018)

$500,000,000 1.700% Senior Notes due 2022
$750,000,000 2.950% Senior Notes due 2030

We are offering $500,000,000 aggregate principal amount of our 1.700% Senior Notes due 2022 (the "2022 Notes") and $750,000,000 of our 2.950%
Senior Notes due 2030 (the "2030 Notes" and, together with the 2022 Notes, the "notes"). We will pay interest on the 2022 Notes semiannually on June 15
and December 15 of each year, beginning on December 15, 2020. We will pay interest on the 2030 Notes semiannually on June 15 and December 15 of
each year, beginning on December 15, 2020. The 2022 Notes will mature on June 15, 2022 and the 2030 Notes will mature on June 15, 2030.
We may redeem some or all of the notes of either series at any time at redemption prices determined as set forth under "Description of the Notes--
Optional Redemption." Upon the occurrence of a "change of control repurchase event," we will be required to make an offer to repurchase the notes at a
price equal to 101% of their principal amount, plus accrued and unpaid interest to, but not including, the date of repurchase, as described under
"Description of the Notes--Purchase of Notes upon a Change of Control Repurchase Event."
Each of the 2022 Notes and the 2030 Notes are a new issue of securities with no established trading market. We do not intend to apply for the notes
to be listed on any securities exchange or to arrange for the notes to be quoted on any automated quotation system.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-10 and the "Risk Factors" contained
in our Annual Report on Form 10-K for the year ended March 28, 2020 for a discussion of certain risks that you
should consider in connection with an investment in the notes.

Per 2022 Note

2022 Note Total
Per 2030 Note

2030 Note Total
Public offering price (1)

99.880%
$ 499,400,000

98.995%
$ 742,462,500
Underwriting discount

0.250%
$
1,250,000

0.650%
$
4,875,000
Proceeds, before expenses, to us

99.630%
$ 498,150,000

98.345%
$ 737,587,500

(1)
Plus accrued interest, if any, from June 3, 2020.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
https://www.sec.gov/Archives/edgar/data/1037038/000119312520158647/d936429d424b5.htm[6/3/2020 8:20:51 AM]

424B5
We expect that delivery of the notes will be made to investors in book-entry form through The Depository Trust Company on or about June 3, 2020.

Joint Book-Running Managers

BofA Securities

J.P. Morgan

Deutsche Bank Securities
ING

SMBC Nikko
Co-Managers

HSBC

Goldman Sachs & Co. LLC
June 1, 2020
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

About This Prospectus Supplement
S-1
Incorporation By Reference
S-1
Special Note on Forward-Looking Statements
S-2
Summary
S-5
Risk Factors
S-10
Use of Proceeds
S-13
Capitalization
S-14
Description of Other Indebtedness
S-15
Description of the Notes
S-19
Certain Material U.S. Federal Income Tax Consequences
S-38
Underwriting (Conflicts of Interest)
S-43
Legal Matters
S-48
Experts
S-48
Prospectus

About this Prospectus

1
Where You Can Find More Information

1
Incorporation by Reference

2
Statements Regarding Forward-Looking Information

3
The Company

5
Risk Factors

6
Ratio of Earnings to Fixed Charges

6
Use of Proceeds

6
Description of the Debt Securities

6
Plan of Distribution

7
Legal Matters

9
Experts

9

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is the prospectus supplement, which describes the specific terms of this offering. The second part
is the prospectus which describes more general information, some of which may not apply to this offering. You should read both the prospectus supplement
https://www.sec.gov/Archives/edgar/data/1037038/000119312520158647/d936429d424b5.htm[6/3/2020 8:20:51 AM]

424B5
and the accompanying prospectus, together with the additional information described under the heading "Where You Can Find More Information and
Incorporation by Reference."
In this prospectus supplement, unless otherwise stated or the context otherwise requires, "Ralph Lauren," "ourselves," "we," "our," and the
"Company" refer to Ralph Lauren Corporation and its subsidiaries. Due to the collaborative and ongoing nature of our relationships with our licensees,
such licensees are sometimes referred to in this prospectus supplement as "licensing alliances."
To the extent there is a conflict between the information contained in this prospectus supplement and the information contained in the accompanying
prospectus or any document incorporated by reference therein filed prior to the date of this prospectus supplement, you should rely on the information in
this prospectus supplement; provided that if any statement in one of these documents is inconsistent with a statement in another document having a later
date--for example, a document incorporated by reference in the accompanying prospectus--the statement in the document having the later date modifies
or supersedes the earlier statement.
We and the underwriters have not authorized anyone to provide any information other than that contained or incorporated by reference in this
prospectus supplement or the accompanying prospectus or any relevant free writing prospectus prepared by or on behalf of us or to which we have referred
you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give
you. It is important for you to read and consider all information contained in this prospectus supplement and the accompanying prospectus, including the
documents incorporated by reference herein and therein, and any free writing prospectus that we have authorized for use in connection with this offering,
in their entirety before making your investment decision.
We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
You should assume that the information appearing in this prospectus supplement, the accompanying prospectus and the documents incorporated
by reference is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed
since that relevant date. Neither this prospectus supplement nor the accompanying prospectus constitutes an offer, or a solicitation on our behalf
or on behalf of the underwriters, to subscribe for and purchase any of the securities and may not be used for or in connection with an offer or
solicitation by anyone in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make
such an offer or solicitation.
This prospectus supplement and accompanying prospectus include registered trademarks, trade names and service marks of the Company and its
subsidiaries.
INCORPORATION BY REFERENCE
In this prospectus supplement, we "incorporate by reference" certain information that we file with the Securities and Exchange Commission (the
"SEC"), which means that we can disclose important information to you by referring you to that information. The information we incorporate by reference
is an important part of this prospectus supplement, and later information that we file with the SEC will automatically update and supersede this
information. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus supplement:

·
Annual Report on Form 10-K for the year ended March 28, 2020 (filed May 27, 2020) (the "2020 Form 10-K");

S-1
Table of Contents

·
Current Report on Form 8-K (filed April 6, 2020); and

·
The portions of our Definitive Proxy Statement on Schedule 14A (filed June 21, 2019), which were incorporated by reference into our

Annual Report on Form 10-K for the year ended March 30, 2019.
All documents and reports that we file with the SEC (other than any portion of such filings that are furnished pursuant to Item 2.02 or Item 7.01
(including any financial statements or exhibits relating thereto furnished pursuant to Item 9.01) under applicable SEC rules rather than filed) under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), from the date of this prospectus supplement
until the termination of the offering under this prospectus supplement shall be deemed to be incorporated in this prospectus supplement and the
accompanying prospectus by reference. The information contained on or accessible through our website (http://investor.ralphlauren.com) is not
incorporated into this prospectus supplement or the accompanying prospectus. The reference to our website is intended to be an inactive textual reference.
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
This prospectus supplement contains or incorporates by reference certain statements that are, or may be deemed to be, forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Exchange Act. Forward-
https://www.sec.gov/Archives/edgar/data/1037038/000119312520158647/d936429d424b5.htm[6/3/2020 8:20:51 AM]

424B5
looking statements include, without limitation, statements regarding our future operating results and sources of liquidity (especially in light of the COVID
19 pandemic), the impact of our strategic plans, initiatives and capital expenses, and our ability to meet citizenship and sustainability goals and are
indicated by words or phrases such as "anticipate," "outlook," "estimate," "expect," "project," "believe," "envision," "goal," "target," "can," "will," and
similar words or phrases and involve known and unknown risks, uncertainties, and other factors which may cause actual results, performance, or
achievements to be materially different from the future results, performance, or achievements expressed in or implied by such forward-looking statements.
These risks, uncertainties, and other factors include, among others:

·
the loss of key personnel, including Mr. Ralph Lauren, or other changes in our executive and senior management team or to our operating

structure, and our ability to effectively transfer knowledge during periods of transition;

·
the impact to our business resulting from the COVID-19 pandemic, including the temporary closure of our stores, distribution centers, and
corporate facilities, as well as those of our wholesale customers, licensing partners, suppliers, and vendors, and potential changes to consumer

behavior, spending levels, and/or shopping preferences, such as their willingness to congregate in shopping centers or other populated
locations;

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

·
our ability to maintain adequate levels of liquidity to provide for our cash needs, including our debt obligations, tax obligations, payment of

dividends, capital expenditures, and potential repurchases of our Class A common stock, as well as the ability of our customers, suppliers,
vendors, and lenders to access sources of liquidity to provide for their own cash needs;

·
the impact to our business resulting from changes in consumers' ability, willingness, or preferences to purchase discretionary items and

luxury retail products, which tends to decline during recessionary periods, and our ability to accurately forecast consumer demand, the failure
of which could result in either a build-up or shortage of inventory;

·
the impact of economic, political, and other conditions on us, our customers, suppliers, vendors, and lenders, including business disruptions

related to pandemic diseases such as COVID-19 and political unrest such as the recent protests in Hong Kong;

S-2
Table of Contents
·
the potential impact to our business resulting from the financial difficulties of certain of our large wholesale customers, which may result in

consolidations, liquidations, restructurings, and other ownership changes in the retail industry, as well as other changes in the competitive
marketplace, including the introduction of new products or pricing changes by our competitors;

·
our ability to successfully implement our long-term growth strategy;

·
our ability to continue to expand and grow our business internationally and the impact of related changes in our customer, channel, and

geographic sales mix as a result, as well as our ability to accelerate growth in certain product categories;

·
our ability to open new retail stores and concession shops, as well as enhance and expand our digital footprint and capabilities, all in an effort

to expand our direct-to-consumer presence;

·
our ability to respond to constantly changing fashion and retail trends and consumer demands in a timely manner, develop products that

resonate with our existing customers and attract new customers, and execute marketing and advertising programs that appeal to consumers;

·
our ability to effectively manage inventory levels and the increasing pressure on our margins in a highly promotional retail environment;

·
our ability to continue to maintain our brand image and reputation and protect our trademarks;

·
our ability to competitively price our products and create an acceptable value proposition for consumers;

·
a variety of legal, regulatory, tax, political, and economic risks, including risks related to the importation and exportation of products which
our operations are currently subject to, or may become subject to as a result of potential changes in legislation, and other risks associated with

our international operations, such as compliance with the Foreign Corrupt Practices Act or violations of other anti-bribery and corruption laws
prohibiting improper payments, and the burdens of complying with a variety of foreign laws and regulations, including tax laws, trade and
labor restrictions, and related laws that may reduce the flexibility of our business;

·
the potential impact to our business resulting from the imposition of additional duties, tariffs, taxes, and other charges or barriers to trade,

including those resulting from current trade developments with China and the related impact to global stock markets, as well as our ability to
implement mitigating sourcing strategies;

·
the impact to our business resulting from the United Kingdom's exit from the European Union and the uncertainty surrounding its future

relationship with the European Union, including trade agreements, as well as the related impact to global stock markets and currency
exchange rates;

·
the impact to our business resulting from increases in the costs of raw materials, transportation, and labor, including wages, healthcare, and
https://www.sec.gov/Archives/edgar/data/1037038/000119312520158647/d936429d424b5.htm[6/3/2020 8:20:51 AM]

424B5

other benefit-related costs;

·
our ability to secure our facilities and systems and those of our third-party service providers from, among other things, cybersecurity

breaches, acts of vandalism, computer viruses, or similar Internet or email events;

·
our efforts to successfully enhance, upgrade, and/or transition our global information technology systems and digital commerce platforms;

·
the potential impact to our business if any of our distribution centers were to become inoperable or inaccessible;

·
the potential impact on our operations and on our suppliers and customers resulting from man-made or natural disasters, including pandemic

diseases such as COVID-19, severe weather, geological events, and other catastrophic events;

S-3
Table of Contents
·
changes in our tax obligations and effective tax rate due to a variety of other factors, including potential changes in U.S. or foreign tax laws

and regulations, accounting rules, or the mix and level of earnings by jurisdiction in future periods that are not currently known or
anticipated;

·
our exposure to currency exchange rate fluctuations from both a transactional and translational perspective;

·
the impact to our business resulting from potential costs and obligations related to the early or temporary closure of our stores or termination

of our long-term, non-cancellable leases;

·
our ability to achieve anticipated operating enhancements and cost reductions from our restructuring plans, as well as the impact to our

business resulting from restructuring-related charges, which may be dilutive to our earnings in the short term;

·
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;

·
the potential impact to the trading prices of our securities if our Class A common stock share repurchase activity and/or cash dividend

payments differ from investors' expectations;

·
our ability to maintain our credit profile and ratings within the financial community;

·
our intention to introduce new products or brands, or enter into or renew alliances;

·
changes in the business of, and our relationships with, major wholesale customers and licensing partners;

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

·
our ability to make certain strategic acquisitions and successfully integrate the acquired businesses into our existing operations.
These forward-looking statements are based largely on our expectations and judgments and are subject to a number of risks and uncertainties, many
of which are unforeseeable and beyond our control. A detailed discussion of significant risk factors that have the potential to cause our actual results to
differ materially from our expectations is described in "Risk Factors" on page S-10 and in Item 1A of our 2020 Form 10-K, which we have filed with the
SEC and is incorporated by reference herein. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result
of new information, future events, or otherwise, except as may be required by applicable law.

S-4
Table of Contents
SUMMARY
This summary highlights information contained elsewhere in this prospectus supplement, the accompanying prospectus and the documents
incorporated by reference. This summary does not contain all of the information that you may wish to consider before investing in our securities. We
utilize a 52-53 week fiscal year ending on the Saturday closest to March 31 and all references to "Fiscal 2021" represent the 52-week fiscal year
ending March 27, 2021. All references to "Fiscal 2020" represent the 52-week fiscal year ended March 28, 2020. All references to "Fiscal 2019"
represent the 52-week fiscal year ended March 30, 2019. All references to "Fiscal 2018" represent the 52-week fiscal year ended March 31, 2018.
You should read this entire prospectus supplement, the accompanying prospectus and the documents incorporated by reference carefully, especially
the risks of investing in our debt securities discussed under "Risk Factors" and the "Risk Factors" contained in our 2020 Form 10-K. All metrics
https://www.sec.gov/Archives/edgar/data/1037038/000119312520158647/d936429d424b5.htm[6/3/2020 8:20:51 AM]

424B5
provided within this "Summary" section are as of March 28, 2020, unless otherwise noted.
The Company
Founded in 1967 by Mr. Ralph Lauren, we are a global leader in the design, marketing, and distribution of premium lifestyle products, including
apparel, footwear, accessories, home furnishings, fragrances, and hospitality. Our long-standing reputation and distinctive image have been developed
across an expanding number of products, brands, sales channels, and international markets. We believe that our global reach, breadth of product
offerings, and multi-channel distribution are unique among luxury and apparel companies.
We diversify our business by geography (North America, Europe, and Asia, among other regions) and channel of distribution (retail, wholesale,
and licensing). This allows us to maintain a dynamic balance as our operating results do not depend solely on the performance of any single
geographic area or channel of distribution. We sell directly to consumers through our integrated retail channel, which includes our retail stores,
concession-based shop-within-shops, and digital commerce operations around the world. Our wholesale sales are made principally to major
department stores, specialty stores, and third-party digital partners around the world, as well as to certain third-party-owned stores to which we have
licensed the right to operate in defined geographic territories using our trademarks. 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 home furnishings.
We organize our business into the following three reportable segments: North America, Europe, and Asia. In addition to these reportable
segments, we also have other non-reportable segments.
Our global reach is extensive, as we sell directly to customers throughout the world via our 530 retail stores and 654 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 11,000 doors worldwide, the majority in specialty stores, as well as through the digital commerce
sites of many of our wholesale customers. In addition to our directly-operated stores and shops, our international licensing partners operate 80 Ralph
Lauren stores, 31 Ralph Lauren concession shops, and 139 Club Monaco stores and shops.
Over the past five fiscal years, we have invested approximately $1.331 billion for capital improvements, primarily funded through strong
operating cash flow. We have continued to return value to our shareholders through our common stock share repurchases and payment of quarterly
cash dividends. Over the past five fiscal years, the cost of shares of Class A common stock repurchased pursuant to our common stock repurchase
program was approximately $1.800 billion and dividends paid amounted to approximately $892 million.

S-5
Table of Contents
We have been controlled by the Lauren family since the founding of our Company. As of March 28, 2020, Mr. Ralph Lauren, or entities
controlled by the Lauren family, held approximately 84% of the voting power of the Company's outstanding common stock.
We are a Delaware corporation. The address of our principal executive offices and our telephone number at that location is:
Ralph Lauren Corporation
650 Madison Avenue
New York, New York 10022
(212) 318-7000

S-6
Table of Contents
The Offering
This summary is not a complete description of the notes. For a more detailed description of the notes, see ``Description of the Notes" in this
prospectus supplement.
https://www.sec.gov/Archives/edgar/data/1037038/000119312520158647/d936429d424b5.htm[6/3/2020 8:20:51 AM]

424B5

Issuer
Ralph Lauren Corporation.

Securities Offered
$500,000,000 aggregate principal amount of 1.700% Senior Notes due 2022.

$750,000,000 aggregate principal amount of 2.950% Senior Notes due 2030.

Maturity
The 2022 Notes will mature on June 15, 2022 unless earlier redeemed or repurchased.

The 2030 Notes will mature on June 15, 2030 unless earlier redeemed or repurchased.

Interest Rate
The 2022 Notes will bear interest from June 3, 2020 at the rate of 1.700% per annum.

The 2030 Notes will bear interest from June 3, 2020 at the rate of 2.950% per annum.

Interest Payment Dates
June 15 and December 15 of each year, beginning December 15, 2020 for the 2022 Notes.

June 15 and December 15 of each year, beginning December 15, 2020 for the 2030 Notes.

Ranking of Notes
The notes will be our senior unsecured obligations and will rank equally in right of payment
with all of our existing and future unsecured and unsubordinated obligations. The notes are
not obligations of any of our subsidiaries and none of our subsidiaries has guaranteed the
notes.

The notes will be effectively junior to any of our future indebtedness that is secured to the
extent of the value of the assets securing such indebtedness. In addition, the notes will be
structurally subordinated to all indebtedness, guarantees and other liabilities of our
subsidiaries. All of our domestic significant subsidiaries are currently required to guarantee
borrowings under our Global Credit Facility (as defined herein) and the notes will be

structurally subordinated to our borrowings under our Global Credit Facility to the extent
that those borrowings are guaranteed by those subsidiaries and any other subsidiaries of ours
that in the future may be required to guarantee borrowings under our Global Credit Facility.
As of March 28, 2020, we had no secured indebtedness and our subsidiaries had liabilities of
approximately $2.108 billion, in addition to the guarantees of the Global Credit Facility.

Sinking Fund
None.

S-7
Table of Contents
Optional Redemption
We may redeem the 2022 Notes, in whole or in part, at any time at a price equal to 100% of
the aggregate principal amount of the 2022 Notes we redeem, plus a make-whole premium
and accrued and unpaid interest thereon to, but not including, the redemption date.

At any time prior to March 15, 2030 (three months prior to the maturity date of the
2030 Notes), we may redeem the 2030 Notes, in whole or in part, at a price equal to 100% of
the aggregate principal amount of the 2030 Notes we redeem, plus a make-whole premium.

On or after March 15, 2030, we may redeem the 2030 Notes at a price equal to their principal
amount. In any such case, we also will pay any accrued and unpaid interest thereon to, but
not including, the redemption date.

See "Description of the Notes--Optional Redemption."

Change of Control Repurchase Event
Upon the occurrence of a "change of control repurchase event," as defined under
"Description of the Notes--Purchase of Notes upon a Change of Control Repurchase Event,"
https://www.sec.gov/Archives/edgar/data/1037038/000119312520158647/d936429d424b5.htm[6/3/2020 8:20:51 AM]

424B5
we will be required to make an offer to repurchase the notes at a price equal to 101% of their
principal amount, plus accrued and unpaid interest to, but not including, the date of
repurchase.

Certain Covenants
The indenture governing the notes will contain covenants limiting our ability and our
subsidiaries' ability to:

· create certain liens;

· enter into sale and leaseback transactions; and

· consolidate or merge with, or sell, lease or convey all or substantially all of our or

their properties or assets to, another person.

However, each of these covenants is subject to a number of significant exceptions. You

should read "Description of the Notes--Certain Covenants" for a description of these
covenants.

Form and Denominations
We will issue the notes in registered form in denominations of $2,000 and integral multiples
of $1,000 in excess thereof. The notes will be represented by one or more global securities
registered in the name of a nominee of The Depository Trust Company ("DTC").

You will hold beneficial interests in the notes through DTC, and DTC and its direct and

indirect participants will record your beneficial interest in their books. Except under limited
circumstances, we will not issue certificated notes.

S-8
Table of Contents
Further Issuances
We may, without consent of the holders of the notes, create and issue additional notes of the
same series as the notes of a series offered hereby ranking equally with the notes of such
series in all respects (other than with respect to the date of issuance, issue price and amount
of interest payable on the first payment date applicable thereto). These additional notes will
be consolidated and form a single series with such notes.

Use of Proceeds
We intend to use the net proceeds of this offering for general corporate purposes, which may
include the repayment of $475 million outstanding under our Global Credit Facility and the
repayment of all $300 million aggregate principal amount outstanding of our existing 2.625%
Senior Notes due August 18, 2020 (the "2020 Notes").

Conflicts of Interest
As a result of our intended use of the net proceeds from this offering, which may include the
repayment of $475 million outstanding under our Global Credit Facility and the repayment of
all of our outstanding 2020 Notes, certain of the underwriters and/or their respective affiliates
may receive more than 5% of the net proceeds of this offering, not including underwriting
compensation, thus creating a conflict of interest within the meaning of Rule 5121 (Public
Offerings of Securities with Conflicts of Interest) of the Financial Industry Regulatory
Authority, Inc. ("FINRA Rule 5121"). Accordingly, this offering is being made in
compliance with the requirements of FINRA Rule 5121. The appointment of a "qualified
independent underwriter" is not necessary in connection with this offering as the notes are
investment grade rated securities. See "Underwriting (Conflicts of Interest) -- Conflicts of
Interest."

Absence of Public Market for the Notes
The notes are a new issue of securities with no established trading market. We do not intend
to apply for the notes to be listed on any securities exchange or to arrange for the notes to be
quoted on any automated quotation system. The underwriters have advised us that they
intend to make a market in the notes, but they are not obligated to do so, and any market
making in the notes may be discontinued at any time in their sole discretion. Accordingly,
https://www.sec.gov/Archives/edgar/data/1037038/000119312520158647/d936429d424b5.htm[6/3/2020 8:20:51 AM]

424B5
there can be no assurance as to the development or liquidity of any market for the notes. For
more information, see "Underwriting (Conflicts of Interest)."

Governing Law
New York.

Risk Factors
An investment in the notes involves risk. You should carefully consider the information set
forth in the section entitled "Risk Factors" beginning on page S-10 of this prospectus
supplement and in "Item 1A. Risk Factors" in the 2020 Form 10-K, before deciding whether
to invest in the notes. In particular, see "Infectious disease outbreaks, such as the recent
COVID-19 pandemic, could have a material adverse effect on our business." on page 23 of
our 2020 Form 10-K, which describes the risks posed to us by the recent novel strain of
coronavirus, commonly referred to as COVID-19, pandemic and its impact.

S-9
Table of Contents
RISK FACTORS
Investing in the notes offered hereby involves risks. Prior to deciding to purchase any notes, prospective investors should consider carefully all of the
information set forth in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein. In particular, you
should carefully consider the risk factors set forth below related to the issuance of the notes and the risk factors that are incorporated by reference herein
from the section entitled "Item 1A. Risk Factors" in the 2020 Form 10-K where we identify other factors that could affect our business. See "Incorporation
by Reference" in this prospectus supplement and "Where You Can Find More Information" in the accompanying prospectus. Some factors in the "Risk
Factors" section of the 2020 Form 10-K are "forward-looking statements." For a discussion of those statements and of other factors for investors to
consider, see "Special Note on Forward-Looking Statements" in this prospectus supplement, "Statements Regarding Forward-Looking Information" in
the accompanying prospectus and "Special Note Regarding Forward-Looking Statements" in the 2020 Form 10-K.
Risks related to the notes
Restrictive covenants in the documents governing our indebtedness may limit our ability to undertake certain types of transactions.
We have a credit facility that provides for a $500 million senior unsecured revolving line of credit through August 12, 2024, which is also used to
support the issuance of letters of credit and the maintenance of our commercial paper borrowing program that allows us to issue up to $500 million of
unsecured commercial paper notes through private placements using third-party broker-dealers (the "Global Credit Facility"). As a result of various
restrictive covenants in our credit agreement governing our Global Credit Facility, our financial flexibility is limited in a number of ways. The Global
Credit Facility contains a number of covenants that, among other things, restrict our ability, subject to specified exceptions, to incur additional debt, incur
liens, sell or dispose of assets, merge with or acquire other companies, liquidate or dissolve, engage in businesses that are not in a related line of business,
make loans, advances, or guarantees, engage in transactions with affiliates, and make investments and limits the amount of dividends and distributions on,
or purchases, redemptions, retirements or acquisitions of, the Company's stock that we can make. Additionally, if an event of default occurred under the
Global Credit Facility, the lenders could elect to declare all amounts outstanding thereunder, together with accrued interest to be immediately due and
payable. In such an event, we cannot assure you that we would have sufficient assets to pay the amount due on the notes. As a result, you may receive less
than the full amount you would otherwise be entitled to receive on the notes. See, "Description of Other Indebtedness -- Global Credit Facility."
The notes will be effectively subordinated to any of our debt that is secured.
The notes will be unsecured, unguaranteed obligations of Ralph Lauren Corporation and will be effectively subordinated to any secured debt
obligations that we may incur in the future to the extent of the value of the assets securing that debt. The effect of this subordination is that if we are
involved in a bankruptcy, liquidation, dissolution, reorganization or similar proceeding, or upon a default in payment on, or the acceleration of, any of our
secured debt, if any, our assets that secure debt will be available to pay obligations on the notes only after all debt under our secured debt, if any, has been
paid in full from those assets. Holders of the notes will participate in any remaining assets ratably with all of our other unsecured and unsubordinated
creditors, including trade creditors. We may not have sufficient assets remaining to pay amounts due on any or all of the notes then outstanding. See
"Description of the Notes."
The notes are structurally subordinated to the indebtedness, guarantees and other liabilities of our subsidiaries.
The notes are our obligations exclusively and not of any of our subsidiaries and will be effectively subordinated to the liabilities, including
indebtedness, guarantees and trade payables, of our subsidiaries. In particular, all of our domestic significant subsidiaries are currently required to guarantee
borrowings under our Global Credit Facility and the notes will also be effectively subordinated to our borrowings under our Global
https://www.sec.gov/Archives/edgar/data/1037038/000119312520158647/d936429d424b5.htm[6/3/2020 8:20:51 AM]

424B5

S-10
Table of Contents
Credit Facility to the extent that those borrowings are guaranteed by those subsidiaries and any other subsidiaries of ours that in the future may be required
to guarantee borrowings under our Global Credit Facility. The incurrence of other indebtedness or other liabilities by any of our subsidiaries is not
prohibited in connection with the notes and could adversely affect our ability to pay our obligations on the notes. A significant portion of our operations is
conducted through our subsidiaries and our cash flow and consequent ability to service our debt, including the notes, depends in part on our subsidiaries.
Our subsidiaries are separate legal entities that have no obligation to pay any amounts due under the notes or to make any funds available therefor, whether
by dividends, loans or other payments. Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of creditors,
including trade creditors, and holders of preferred stock, if any, of our subsidiaries will have priority with respect to the assets of such subsidiaries over our
claims (and therefore the claims of our creditors, including holders of the notes). Consequently, the notes will be structurally subordinated to all liabilities,
including indebtedness, guarantees and trade payables, of any of our subsidiaries and any subsidiaries that we may in the future acquire or establish. As of
March 28, 2020, our subsidiaries had approximately $2.108 billion of outstanding liabilities, in addition to the guarantees of the Global Credit Facility.
We are permitted to incur more debt, which may increase our risk associated with our leverage.
Neither we nor any of our subsidiaries are restricted from incurring additional unsecured debt or other liabilities, including additional unsecured
senior debt, under the indenture governing the notes. If we incur additional debt or liabilities, our ability to pay our obligations on the notes could be
adversely affected. We expect that we will from time to time incur additional debt and other liabilities. In addition, we are not restricted under the
indenture governing the notes from paying dividends or issuing or repurchasing our securities.
The provisions in the indenture relating to change of control transactions will not necessarily protect you in the event of a highly leveraged transaction.
The provisions in the indenture will not necessarily afford you protection in the event of a highly leveraged transaction that may adversely affect
you, including a reorganization, restructuring, merger or other similar transaction involving us. These transactions may not involve a change in voting
power or beneficial ownership or, even if they do, may not involve a change of the magnitude required under the definition of change of control repurchase
event in the indenture to trigger these provisions, notably, that the transactions are accompanied or followed within 60 days by a downgrade in the rating of
the notes offered under this prospectus supplement. Except as described under "Description of the Notes--Purchase of Notes upon a Change of Control
Repurchase Event," the indenture will not contain provisions that permit the holders of the notes to require us to repurchase the notes in the event of a
takeover, recapitalization or similar transaction.
We may not be able to repurchase all of the notes upon a change of control repurchase event.
As described under "Description of the Notes--Purchase of Notes upon a Change of Control Repurchase Event," we will be required to offer to
repurchase the notes upon the occurrence of a change of control repurchase event. Upon the occurrence of events constituting a Change of Control
Repurchase Event, we will also be required to offer to repurchase the notes. We may not have sufficient funds to repurchase the notes in cash at such time
or have the ability to arrange necessary financing on acceptable terms. In addition, our ability to repurchase the notes for cash may be limited by law or the
terms of other agreements relating to our indebtedness outstanding at the time.
You may not be able to determine when a change of control triggering event has occurred.
The definition of change of control, which is a condition precedent to a change of control triggering event, includes a phrase relating to the sale,
transfer or conveyance of "all or substantially all" of the Company's assets and the assets of its subsidiaries taken as a whole. There is no precisely
established definition of the phrase "substantially all" under applicable law. Accordingly, your ability to repurchase your notes as a result of a sale, transfer
or conveyance of less than all of its assets to another individual, group or entity may be uncertain.

S-11
Table of Contents
There are no existing markets for the notes. If any develop, they may not be liquid.
The notes are a new issue of securities and there is currently no established market for the notes. We do not intend to list the notes on any national
securities exchange or to seek their quotation on any automated dealer quotation system. The underwriters have advised us that they currently intend to
make a market in the notes following the offering, as permitted by applicable laws or regulations. However, the underwriters have no obligation to make a
market in such notes and they may cease market-making activities at any time without notice. Further, there can be no assurance as to the liquidity of any
market that may develop for the notes, your ability to sell your notes or the price at which you will be able to sell your notes. Future trading prices of the
notes will depend on many factors, including prevailing interest rates, our financial condition and results of operations, the then-current ratings assigned to
https://www.sec.gov/Archives/edgar/data/1037038/000119312520158647/d936429d424b5.htm[6/3/2020 8:20:51 AM]

Document Outline

#1">
- #1">