Ralph Lauren (RL) 10-K risk factor changes: FY2016 vs FY2015

Mr. Ralph Lauren's leadership in the [removed: design, marketing,] [added: design] and [removed: operational] [added: marketing] areas of our business has been a critical element of our success since the inception of our Company.

Mr. [added: R.] Lauren is instrumental to, and closely identified with, our brand that bears his name.

Our ability to maintain our brand image and leverage the goodwill associated with Mr. [added: R.] Lauren's name may be damaged if we were to lose his services.

We [added: also] depend on the service and management experience of [removed: Mr. Lauren and] other key executive officers, [added: including Mr. Stefan Larsson, our President and Chief Executive Officer, and other members of senior management] who have substantial experience and expertise in our industry and our [removed: business.][added: business and have made significant contributions to our growth and success.]

The death or disability of Mr. [added: 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, results of operations, and financial condition.

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

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

We have entered into employment agreements with [removed: Mr. Lauren and] certain [removed: other] [added: of our] executive officers, but competition for experienced executives in our industry is intense and the non-compete period with respect to [removed: Mr. Lauren and] certain [removed: other] [added: 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.

We may not fully realize the expected cost savings and/or operating efficiencies from our restructuring [removed: plans.][added: plans, which could include the potential sale, discontinuance, or consolidation of certain of our brands.]

We [added: have implemented, and] plan to continue to [removed: implement] [added: implement,] restructuring plans to support key strategic initiatives, such as [removed: our recently announced planned transition to a global brand-based operating structure,] [added: the Global Reorganization Plan,] as [removed: discussed] [added: described] in Item 1 — "Business — Recent Developments." These restructuring plans are designed to maintain long-term sustainable growth by enhancing our operating effectiveness and [removed: efficiency] [added: efficiency, right-sizing] and [added: increasing the quality of our distribution channels, and] reducing our operating costs.

| • | failure to maintain adequate controls and procedures while [removed: executing] [added: executing, and subsequent to completing,] our restructuring plans; |

As part of our [added: historical] growth strategy, we seek to extend our brands and merchandise categories, expand our geographic coverage, and increase direct management of our brands by opening more of our own [removed: stores,] [added: stores and, from time to time,] strategically acquiring or integrating into our existing operations select businesses previously held by our licensees, [added: as well as to enhance our operations by creating a more demand-driven supply chain] and [removed: enhancing] [added: right-sizing] our [removed: operations.][added: cost structure.]

Changes in regulatory, geopolitical, social, [added: economic,] or [removed: economic] [added: monetary] policies and other [removed: factors] [added: factors, including those which] may [added: result from the outcome of the 2016 U.S. presidential election, if any, may] have a material adverse effect on our business in the future, or may require us to exit a particular market or significantly modify our current business practices.

Any perceived or actual electronic or physical security breach involving the misappropriation, loss, or other unauthorized disclosure of confidential or personally identifiable information, including penetration of our network security, whether by us or by a third party, could disrupt our business, severely damage our reputation and our relationships with [added: our customers or employees, expose us to risks of litigation, fines and penalties, and liability, and result in deterioration in our customers' and employees' confidence in us, and adversely affect our business, results of operations, and financial condition.]

[removed: In addition to implementing SAP, we] [added: We] are also in the process of building an in-house global e-commerce platform as part of our plan to further enhance our omni-channel capabilities.

Rollout of the new global e-commerce platform is expected to be completed [removed: by early] [added: in] 2018.

Any disruptions, delays, or deficiencies in the design or implementation of such systems could result in increased costs, disruptions in the sourcing, sale, and shipment of our product, delays in the collection of cash from our customers, and/or adversely [removed: effect on] [added: affect] our ability to timely report our financial results, all of which could materially adversely affect our business, results of operations, and financial condition.

We are dependent on our computer systems to record and process transactions and manage and operate our business, including in designing, marketing, manufacturing, importing, tracking, and distributing our products, processing payments, [removed: and] accounting for and reporting [removed: results.][added: results, and managing our employees and employee benefit programs.]

The Ralph Lauren name is integral to our business and our business could be adversely affected if Mr. [added: Ralph] Lauren's public image or reputation were to be tarnished.

Our business has evolved from an in-store experience to a shopping experience through multiple technologies, including computers, mobile phones, tablets, and other devices, as our customers have become increasingly [added: technologically savvy.]

Our products are manufactured to our specifications through arrangements with over [removed: 700] [added: 600] foreign manufacturers in various countries.

In Fiscal [removed: 2015,] [added: 2016,] over 97% of our products (by dollar value) were produced outside [added: of] the U.S., primarily in Asia, Europe, and Latin America.

| • | changes in social, political, and economic [removed: conditions] [added: conditions, including those which may result from the outcome of the 2016 U.S. presidential election,] or terrorist acts that could result in the disruption of trade from the countries in which our manufacturers or suppliers are located; |

| • | significant fluctuations in the cost of raw [removed: materials;] [added: materials and commodities;] |

| • | increases in the cost of labor, [removed: fuel,] travel, and transportation; |

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

During Fiscal [removed: 2015,] [added: 2016,] sales to our largest wholesale customer, Macy's, accounted for approximately [removed: 12%] [added: 11%] of total net revenues.

Further, sales to our three largest wholesale customers, including Macy's, accounted for approximately 24% of total net revenues for Fiscal [removed: 2015,] [added: 2016,] and constituted approximately [removed: 37%] [added: 36%] of our total gross trade accounts receivable outstanding as of [removed: March 28, 2015.][added: April 2, 2016.]

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

[removed: Uncertain] [added: Volatile] economic conditions could have a negative impact on our major customers, suppliers, and lenders, which in turn could materially adversely affect our business, results of operations, and financial condition.

The [removed: uncertain] [added: heightened] state of [added: uncertainty surrounding] the global economy continues to impact businesses around the world.

Although we believe that our cash provided by operations and available borrowing capacity under our credit facilities and commercial paper borrowing program will provide us with sufficient [removed: liquidity through the current global economic uncertainty,] [added: liquidity,] the impact of economic conditions on our major customers, suppliers, and lenders and their ability to access global capital markets cannot be predicted.

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

[added: Also, there can] be no assurance that others will not assert rights in, or ownership of, trademarks and other proprietary rights of ours or that we will be able to successfully resolve these types of conflicts to our satisfaction or at all.

We have significant undistributed earnings held by our subsidiaries outside the U.S. As of [removed: March 28, 2015,] [added: April 2, 2016,] we had [removed: $1.144] [added: $1.085] billion in cash, cash equivalents, and short-term investments, of which [removed: $1.109] [added: $1.066] billion were held by our subsidiaries domiciled outside the U.S. We currently intend to reinvest these funds in order to fund strategic initiatives, working capital requirements, and debt repayments (both third-party and intercompany) of such foreign subsidiaries.

Our business could suffer as a result of consolidations, liquidations, restructurings, [removed: and] other ownership changes in the retail [removed: industry.][added: industry, and/or any financial instability of our large wholesale customers.]

[added: Further, changes in governmental] regulations both in the U.S. and in other countries where we conduct business operations could have an adverse impact on our business, results of operations, and financial condition.

In addition, we are subject to changes in accounting rules and [removed: interpretations.][added: interpretations issued by the Financial Accounting Standards Board and other regulatory agencies.]

[removed: Certain of these proposed standards, particularly the proposed standard governing accounting for leases, if] [added: If] and when effective, [removed: would likely] [added: such changes to accounting standards could] have a material impact on our consolidated financial statements.

See Note 4 to the accompanying audited consolidated financial statements for further discussion of [removed: proposed] [added: recent] amendments to current accounting standards.

Recent changes in our executive and senior management team may be disruptive to, or cause uncertainty in, our business, results of operations, financial condition, and the market price of our common stock.

Effective on November 2, 2015, Mr. Ralph Lauren was appointed Executive Chairman and Chief Creative Officer, and Mr. Stefan Larsson was appointed President and Chief Executive Officer and became a member of our Board of Directors.

In addition to these recent changes, certain members of our executive and senior management team have departed, and we plan to continue to implement other management changes in connection with our long-term growth strategy.

These changes in our executive and senior management team may be disruptive to, or cause uncertainty in, our business.

The departure of certain key executives and the failure to ensure a smooth transition and effective transfer of knowledge involving senior employees could hinder our strategic planning and execution.

Any such disruption or uncertainty could have a material adverse impact on our results of operations, financial condition, and the market price of our common stock.

Further, such disruption may hinder our ability to maintain an effective system of internal controls and compliance with the requirements under the Sarbanes-Oxley Act of 2002.

| | 20 | |

We substantially completed the migration of our North America operations to SAP during Fiscal 2015, and we are currently in the process of executing the migration of our European operations to SAP, which is expected to be completed during Fiscal 2017.

In addition to implementing SAP, we also completed the migration of our North America operations to a new procure-to-pay platform during Fiscal 2016, and we expect to execute the migration of our European operations to this new platform during Fiscal 2017.

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

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

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

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

Additionally, if our products do not meet applicable safety standards or our customers' expectations regarding safety, we could experience lost sales, incur increased costs, and/or be exposed to legal and reputational risk.

Events that give rise to actual, potential, or perceived product safety concerns could expose us to government enforcement action and/or private litigation.

Reputational damage caused by real or perceived product safety concerns could have a material adverse effect on our business, results of operations, and financial condition.

| • | changes in diplomatic and trade relationships; and |

A substantial portion of our revenue is derived from a limited number of large wholesale customers.

Additionally, as a result of the recent unfavorable economic conditions, 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.

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

| • | commodity prices; |

A substantial portion of sales of our products by our domestic

| | | |

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

| | | |

Risks Related to Our Business

Our other executive officers and other members of senior management have substantial experience and expertise in our business and have made significant contributions to our growth and success.

| | |

| --- | --- |

Implementation of our strategy involves the continued expansion of our business in North America, Asia, Europe, Latin America, and other international areas.

For example, as discussed in Item 1 — "Business — Recent Developments," we completed the Chaps Menswear License Acquisition in April 2013 and the Australia and New Zealand Licensed Operations Acquisition in July 2013.

| • | changes in diplomatic and trade relationships, including sanctions resulting from the current political situation in Russia and Ukraine; and |

our customers, expose us to risks of litigation, fines and penalties, and liability, and result in deterioration in our employees' and customers' confidence in us, and adversely affect our business, results of operations, and financial condition.

During Fiscal 2015, we continued to migrate certain areas of our business to SAP, including global merchandise procurement, customer order management, and record-to-report for our North American wholesale operations.

We are also in the process of executing the migration of our European operations to SAP, which will be completed in stages over the next several years.

technologically savvy.

We strive to offer an omni-channel shopping experience to our customers and use social media to interact with our customers and enhance their shopping experience.

Our business could be negatively impacted by any financial instability of our customers.

Also, there can

Further, sales to our three largest wholesale customers, including Macy's, accounted for approximately 24% of total net revenues for Fiscal 2015, and constituted approximately 37% of our gross trade accounts receivable outstanding as of March 28, 2015.

Further, changes in governmental

The Financial Accounting Standards Board is currently in the process of amending a number of existing accounting standards governing a variety of areas.

| • | maintain relationships with its customers. |

See Item 1 — "Business — Our Licensing Segment."

Risks Relating to the Industry in Which We Compete

| • | increases in fuel prices; |

As such, Fiscal [removed: 2015] [added: 2016] ended on [removed: March 28, 2015] [added: April 2, 2016] and was a [removed: 52-week] [added: 53-week] period; Fiscal [removed: 2014] [added: 2015] ended on March [removed: 29, 2014] [added: 28, 2015] and was a 52-week period; and Fiscal [removed: 2013] [added: 2014] ended on March [removed: 30, 2013] [added: 29, 2014] and was also a 52-week period.

Fiscal [removed: 2016] [added: 2017] will end on April [removed: 2, 2016] [added: 1, 2017] and will be a [removed: 53-week] [added: 52-week] period.

| • | Overview. This section provides a general description of our business, current trends and outlook, and a summary of our financial performance for Fiscal [removed: 2015.] [added: 2016.] In addition, this section includes a discussion of recent developments and transactions affecting comparability that we believe are important in understanding our results of operations and financial condition, and in anticipating future trends. |

| • | Results of operations. This section provides an analysis of our results of operations for Fiscal [removed: 2015] [added: 2016] as compared to Fiscal [removed: 2014] [added: 2015] and Fiscal [removed: 2014] [added: 2015] as compared to Fiscal [removed: 2013.] [added: 2014.] |

| • | Financial condition and liquidity. This section provides a discussion of our financial condition and liquidity as of [removed: March 28, 2015,] [added: April 2, 2016,] which includes (i) an analysis of our financial condition compared to the prior fiscal year-end; (ii) an analysis of changes in our cash flows for Fiscal [removed: 2015] [added: 2016] and Fiscal [removed: 2014] [added: 2015] as compared to the respective prior fiscal year; (iii) an analysis of our liquidity, including [added: the availability under our commercial paper borrowing program and credit facilities,] common stock repurchases, payments of dividends, [added: and] our outstanding debt and covenant [removed: compliance, and the availability under our credit facilities and our commercial paper borrowing program;] [added: compliance;] and (iv) a summary of our contractual and other obligations as of [removed: March 28, 2015.] [added: April 2, 2016.] |

| • | Market risk management. This section discusses how we manage our risk exposures related to foreign currency exchange rates, interest rates, and our investments as of [removed: March 28, 2015.] [added: April 2, 2016.] |

Our brand names include Ralph Lauren, Ralph Lauren Collection, [added: Ralph Lauren] Purple Label, [removed: Black Label, Polo,] Polo Ralph Lauren, Double RL, [removed: RLX Ralph Lauren,] Lauren Ralph Lauren, [added: Polo] Ralph Lauren [removed: Childrenswear,] [added: Children,] Denim & Supply Ralph Lauren, Chaps, Club Monaco, and American Living, among others.

Our Wholesale business, which represented approximately [removed: 46%] [added: 45%] of our Fiscal [removed: 2015] [added: 2016] net revenues, consists of sales made principally to major department stores and specialty stores around the world.

Our Retail business, which represented approximately [removed: 52%] [added: 53%] of our Fiscal [removed: 2015] [added: 2016] net revenues, consists of sales made directly to consumers through our integrated retail channel, which includes our retail stores, concession-based shop-within-shops, and our e-commerce operations around the world.

Our Licensing business, which represented approximately 2% of our Fiscal [removed: 2015] [added: 2016] net revenues, consists of royalty-based arrangements under which we license to unrelated third parties for specified periods the right to operate retail stores and/or to use our various trademarks in connection with the [added: manufacture and sale of designated products, such as certain apparel, eyewear, fragrances, and home furnishings.]

[removed: Approximately] 37% of our Fiscal [removed: 2015] [added: 2016] net revenues were earned outside of the U.S. See Note [removed: 22] [added: 21] to the accompanying audited consolidated financial statements for a summary of net revenues, operating income, and total assets by reportable segment, as well as net revenues and long-lived assets by geographic location.

While certain geographic regions are withstanding these pressures better than others, the level of consumer [added: travel and] spending on discretionary items remains constrained [removed: due] [added: in certain markets, with trends likely] to [removed: this continued economic uncertainty.][added: continue in 2016.]

[removed: Consumer] [added: Consequently, consumer] retail traffic remains relatively weak and inconsistent, which has led to increased competition and a desire to offset traffic declines with increased levels of conversion.

Certain of our operations have [removed: experienced] [added: experienced,] and have been impacted [removed: by] [added: by,] these dynamics, with variations across the geographic regions and businesses in which we operate.

If the [added: current] economic [removed: uncertainty] [added: conditions] and challenging industry trends continue or worsen, the constrained level of worldwide consumer spending and modified consumption behavior may continue to have a negative effect on our sales, inventory levels, and operating margin in Fiscal [removed: 2016.][added: 2017.]

[removed: Despite these challenges,] [added: Accordingly,] we [removed: remain optimistic about our future growth prospects and] continue to invest in our longer-term growth initiatives, including our [removed: planned transition to a global brand-based operating structure] [added: restructuring activities,] as described within [removed: "Summary of Financial Performance — Recent Developments,"] [added: "Recent Developments" below,] while continually monitoring macroeconomic risks and remaining focused on disciplined expense management.

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

In Fiscal [removed: 2015,] [added: 2016,] we reported net revenues of [removed: $7.620] [added: $7.405] billion, net income of [removed: $702] [added: $396] million, and net income per diluted share of [removed: $7.88,] [added: $4.62,] as compared to net revenues of [removed: $7.450] [added: $7.620] billion, net income of [removed: $776] [added: $702] million, and net income per diluted share of [removed: $8.43] [added: $7.88] in Fiscal [removed: 2014.][added: 2015.]

[removed: Our operating performance for] [added: During] Fiscal [removed: 2015 reflected revenue growth of 2.3%] [added: 2016, net revenues declined 2.8%] on a reported basis and [removed: 4.0%] [added: increased 0.8%] on a constant currency basis, as defined within "Transactions and Trends Affecting Comparability of Results of Operations and Financial Condition" below.

[removed: Our gross margin percentage declined 40 basis points to 57.5% during Fiscal 2015,] [added: This decline was] primarily attributable to a more promotional retail environment and less favorable product mix, partially offset by a more favorable channel mix.

Selling, general, and administrative ("SG&A") expenses [added: as a percentage of net revenues] increased [added: by 250 basis points to 45.8%] during Fiscal [removed: 2015] [added: 2016, primarily] due to [added: operating deleverage on lower net revenues due in part to unfavorable foreign currency effects, and] increased investments in our stores, facilities, and infrastructure consistent with our longer-term initiatives.

Net income declined by [removed: $74] [added: $306] million in Fiscal [removed: 2015] [added: 2016] as compared to Fiscal [removed: 2014,] [added: 2015,] primarily due to a [removed: $95] [added: $453] million decrease in operating [removed: income and higher foreign currency losses of $18 million,] [added: income,] partially offset by a [removed: $35] [added: $129] million decline in our provision for income taxes.

The lower income tax provision for Fiscal [removed: 2015] [added: 2016] was primarily driven by lower pretax income and a decline in our reported effective tax rate of [removed: 30] [added: 70] basis points.

Net income per diluted share declined by [removed: $0.55] [added: $3.26] to [removed: $7.88] [added: $4.62] per share in Fiscal [removed: 2015] [added: 2016] as compared to Fiscal [removed: 2014,] [added: 2015,] primarily due to lower net income, partially offset by lower weighted-average diluted shares outstanding during Fiscal [removed: 2015.][added: 2016.]

Net income per diluted share also included unfavorable foreign currency impacts of approximately [removed: $0.31] [added: $1.10] per diluted share in Fiscal [removed: 2015.][added: 2016.]

We ended Fiscal [removed: 2015] [added: 2016] in a net cash and investments position (cash and cash equivalents plus short-term and non-current investments, less total debt) of [removed: $620] [added: $559] million, compared to [removed: $989] [added: $620] million as of the end of Fiscal [removed: 2014.][added: 2015.]

The decline in our net cash and investments position was primarily due to our use of cash to support Class A common stock repurchases of [removed: $532] [added: $500] million, including withholdings in satisfaction of tax obligations for stock-based compensation awards, [removed: capital expenditures] [added: to invest in our business through $418 million] of [removed: $391 million,] [added: capital expenditures, and to make cash] dividend payments of [removed: $158 million, and negative foreign currency impacts of $81] [added: $170] million, partially offset by our operating cash flows of [removed: $894 million] [added: $1.007 billion] during Fiscal [removed: 2015.][added: 2016.]

We generated [removed: $894 million] [added: $1.007 billion] of cash from operations during Fiscal [removed: 2015,] [added: 2016,] compared to [removed: $907] [added: $894] million during Fiscal [removed: 2014.][added: 2015.]

The [removed: decline] [added: increase] in our operating cash flows [added: was] primarily [removed: relates] [added: due] to [removed: the decline in net income before non-cash charges, partially offset by] a net favorable change related to our operating assets and [removed: liabilities] [added: liabilities, including our working capital, partially offset by a decline in net income before non-cash charges] during Fiscal [removed: 2015] [added: 2016] as compared to the prior fiscal year.

Our equity declined to [removed: $3.891] [added: $3.744] billion as of [removed: March 28, 2015,] [added: April 2, 2016,] compared to [removed: $4.034] [added: $3.891] billion as of March [removed: 29, 2014,] [added: 28, 2015,] primarily due to our Class A common stock repurchases and dividends declared, [removed: largely] [added: partially] offset by our comprehensive income and the net impact of stock-based compensation arrangements during Fiscal [removed: 2015.][added: 2016.]

On May 12, 2015, our Board of Directors approved a reorganization and restructuring plan comprised of the following major actions: (i) the reorganization of the Company from its [removed: current] [added: historical] channel and regional structure to an integrated global brand-based operating structure, which will streamline our business processes to better align our cost structure with our long-term growth strategy; (ii) a strategic store and shop-within-shop performance review conducted by region and brand; (iii) a targeted corporate functional area review; and (iv) the consolidation of certain of our luxury lines (collectively, the "Global Reorganization Plan").

The Global Reorganization Plan [removed: will result] [added: has resulted] in a reduction in workforce [removed: and, once a performance review is complete,] [added: and] the closure of certain stores and shop-within-shops.

[removed: When substantially implemented by the end of Fiscal 2016,] [added: Actions associated with] the Global Reorganization Plan [removed: is] [added: were substantially completed during Fiscal 2016 and are] expected to result in improved operational efficiencies by reducing annual operating expenses by approximately [removed: $100] [added: $125] million.

| | | [removed: March 28, 2015] [added: April 2, 2016] | | | | March [removed: 29, 2014] [added: 28, 2015] | | | | March [removed: 30, 2013] [added: 29, 2014] | | |

| Impairments of assets (see Note [removed: 11)] [added: 10)] | | $ | [removed: (7] [added: (49] | ) | | $ | [removed: (1] [added: (7] | ) | | $ | [removed: (19] [added: (1] | ) |

| Restructuring and other charges (see Note [removed: 12)] [added: 11)] | | [removed: (10] [added: (143] | | ) | | [removed: (18] [added: (10] | | ) | | [removed: (12] [added: (18] | | ) |

| • | our acquisitions of previously licensed businesses, including the [added: transition of the Ralph Lauren-branded apparel and accessories business in] Australia and New Zealand [added: (the "Australia and New Zealand Business") from a licensed to a wholly-owned operation (the "Australia and New Zealand] Licensed Operations [removed: Acquisition] [added: Acquisition")] in July 2013; [added: and] the [removed: Chaps] [added: transition of the North American Chaps-branded men's sportswear business (the "Chaps] Menswear [added: Business") from a licensed to a wholly-owned operation (the "Chaps Menswear] License [removed: Acquisition] [added: Acquisition")] in April 2013, which resulted in a $16 million gain recorded during the first quarter of Fiscal [removed: 2014; and our acquisition of the Ralph Lauren-branded business in Latin America in June 2012;] [added: 2014.] |

As such, in addition to financial measures prepared in accordance with [removed: generally accepted] accounting principles [removed: ("GAAP"),] [added: generally accepted in the U.S. ("U.S. GAAP"),] our discussions often contain references to constant currency measures, which are calculated by translating the current-year and prior-year reported amounts into comparable amounts using a single foreign exchange rate for each currency.

We present constant currency financial information, which is a [removed: non-GAAP] [added: non-U.S. GAAP] financial measure, as a supplement to our reported operating results.

| | | Fiscal Years Ended | | | | | | | | | | | | [removed: % Change] | | | | |

Approximately

| | 35 | |

The global economy continues to be in a heightened state of uncertainty, as productivity growth in both advanced and emerging countries remains low.

Certain worldwide events, including political unrest, disease epidemics, monetary policy changes, and currency and commodity price volatility, as well as China's recent economic slowdown, continue to impact consumer confidence and the global economy as a whole, as well as the world's stock markets.

Additionally, consumers are increasingly spending more of their discretionary income on “experiences,” such as dining and entertainment, over consumer goods.

We have initiated various operating strategies to mitigate these challenges, and remain optimistic about our future growth prospects.

The comparability of our operating results has been affected by charges incurred in connection with the Global Reorganization Plan (as defined within "Recent Developments" below), other charges primarily related to a pending customs audit and the settlement of certain litigation claims, unfavorable foreign currency effects, and the 53rd week in Fiscal 2016, all as discussed further below.

The decline in reported net revenues during Fiscal 2016 reflected lower net revenues from our wholesale and retail businesses, primarily driven by unfavorable foreign currency effects and a more competitive retail environment, partially offset by the favorable impact of the 53rd week in Fiscal 2016, which resulted in incremental net revenues of $72 million.

Our gross margin percentage declined by 100 basis points to 56.5% during Fiscal 2016, primarily driven by unfavorable foreign currency effects and certain non-cash charges recorded in connection with the Global Reorganization Plan, partially offset by increased profitability largely attributable to favorable channel mix.

Our operating results during Fiscal 2016 included $142 million of pretax charges recorded in connection with the Global Reorganization Plan, $48 million of other charges primarily related to a pending customs audit and the settlement of certain litigation claims, and $22 million of other non-cash impairment charges related to underperforming stores subject to potential future closure, which together had an after-tax effect of reducing net income by $150 million, or approximately $1.74 per diluted share.

Partially offsetting these charges was the favorable impact of the 53rd week in Fiscal 2016, which increased net income by $8 million, or approximately $0.10 per diluted share.

In connection with the Global Reorganization Plan, we recorded total charges of $142 million during Fiscal 2016 (see Notes 10 and 11 to the accompanying audited consolidated financial statements) and expect to incur additional charges of approximately $5 million during Fiscal 2017.

In addition, we continue to develop and work towards finalizing our strategic growth plan for Fiscal 2017 and beyond, which once completed will likely result in additional restructuring activities and related charges.

In addition to the charges presented above, we also incurred inventory-related charges of $20 million in connection with the Global Reorganization Plan during Fiscal 2016, which were recorded within cost of goods sold in the consolidated statements of income (see Note 11).

| • | the inclusion of the 53rd week in Fiscal 2016, which resulted in incremental net revenues of $72 million and net income of $8 million, or approximately $0.10 per diluted share. |

Reconciliations between this non-U.S. GAAP financial measure and the most directly comparable U.S. GAAP measure are included in the "Results of Operations" section where applicable.

Fiscal 2016 Compared to Fiscal 2015

| | | April 2, 2016 | | | | March 28, 2015 | | | | $ Change | | | | % / bps Change | |

| Net revenues | | $ | 7,405 | | | $ | 7,620 | | | $ | (215 | ) | | (2.8 | %) |

| Cost of goods sold(a) | | (3,218 | | ) | | (3,242 | | ) | | 24 | | | | (0.7 | %) |

| Gross profit | | 4,187 | | | | 4,378 | | | | (191 | | ) | | (4.4 | %) |

| Impairment of assets | | (49 | | ) | | (7 | | ) | | (42 | | ) | | NM | |

| Operating income | | 582 | | | | 1,035 | | | | (453 | | ) | | (43.8 | %) |

| Provision for income taxes | | (156 | | ) | | (285 | | ) | | 129 | | | | (45.5 | %) |

| Net income | | $ | 396 | | | $ | 702 | | | $ | (306 | ) | | (43.6 | %) |

| Basic | | $ | 4.65 | | | $ | 7.96 | | | $ | (3.31 | ) | | (41.6 | %) |

| Diluted | | $ | 4.62 | | | $ | 7.88 | | | $ | (3.26 | ) | | (41.4 | %) |

Net revenues decreased by $215 million, or 2.8%, to $7.405 billion in Fiscal 2016 from $7.620 billion in Fiscal 2015.

This decrease included the favorable impact of the 53rd week in Fiscal 2016, which resulted in incremental net revenues of $72 million.

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| Wholesale | | $ | 3,297 | | | $ | 3,495 | | | $ | (198 | ) | | $ | (105 | ) | | $ | (93 | ) | | (5.7 | %) | | (2.7 | %) |

| Retail | | 3,933 | | | | 3,956 | | | | (23 | | ) | | (168 | | ) | | 145 | | | | (0.6 | %) | | 3.7 | % |

| Licensing | | 175 | | | | 169 | | | | 6 | | | | (2 | | ) | | 8 | | | | 3.7 | % | | 5.0 | % |

| Total net revenues | | $ | 7,405 | | | $ | 7,620 | | | $ | (215 | ) | | $ | (275 | ) | | $ | 60 | | | (2.8 | %) | | 0.8 | % |

Wholesale net revenues — Net revenues decreased by $198 million, or 5.7%, during Fiscal 2016 as compared to Fiscal 2015, inclusive of the favorable impact of the 53rd week in Fiscal 2016, which resulted in incremental net revenues of $10 million on a reported basis.

The decrease also included net unfavorable foreign currency effects of $105 million, primarily related to the weakening of the Euro and the Canadian Dollar against the U.S. Dollar.

On a constant currency basis, net revenues decreased by $93 million, or 2.7%.

| • | a $156 million, or 5.8%, net decrease related to our business in the Americas, reflecting lower sales across all of our major apparel and accessories businesses, due in part to a decline in foreign tourist traffic in major metropolitan locations, which contributed to a more competitive retail environment. The net decrease related to our business in the Americas also reflected net unfavorable foreign currency effects of $14 million due to the weakening of the Canadian Dollar against the U.S. Dollar; and |

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manufacture and sale of designated products, such as certain apparel, eyewear, and fragrances.

The global economy remains in a state of uncertainty, with certain regions of the world currently outperforming others.

While the U.S. economy has shown signs of improvement driven by falling unemployment, lower oil prices, and continued low interest rates, economies in certain parts of Europe and Asia have slowed considerably, evidenced by softening business sentiment, lower rates of growth, foreign exchange volatility, and the threat of deflation.

Additionally, certain worldwide events, including political unrest in various parts of the world, have added uncertainty and have had an impact on consumer travel and spending.

The retail industry was particularly challenged in 2014, with trends likely to continue through 2015.

On a reported basis, the net revenue increase for Fiscal 2015 reflected higher revenues from our retail business across all major geographies and from our Americas wholesale business, partially offset by lower net revenues from our international wholesale businesses, primarily due to net unfavorable foreign currency effects.

During Fiscal 2014, we recorded a $16 million gain relating to our acquisition of the Chaps Menswear Business, as defined within "Recent Developments" below.

In connection with the Global Reorganization Plan, we expect to incur total estimated charges of $70 million to $100 million, comprised of restructuring charges totaling $55 million to $80 million, to be settled in cash, and non-cash charges totaling $15 million to $20 million.

Restructuring charges will consist primarily of severance and benefit charges and lease termination and store closure costs, and non-cash charges will consist primarily of asset impairment and inventory-related charges.

We anticipate that these restructuring and non-cash charges will be incurred over the course of Fiscal 2016, primarily during the first half of the year.

Australia and New Zealand Licensed Operations Acquisition

In July 2013, in connection with the transition of the Ralph Lauren-branded apparel and accessories business in Australia and New Zealand (the "Australia and New Zealand Business") from a licensed to a wholly-owned operation, we acquired certain net assets from Oroton Group/PRL Australia ("Oroton") in exchange for an aggregate payment of approximately $15 million (the "Australia and New Zealand Licensed Operations Acquisition").

Oroton was our licensee for the Australia and New Zealand Business.

The operating results of the acquired business have been consolidated in our operating results beginning on July 1, 2013.

Chaps Menswear License Acquisition

In April 2013, in connection with the transition of the North American Chaps-branded men's sportswear business (the "Chaps Menswear Business") from a licensed to a wholly-owned operation, we entered into an agreement with The Warnaco Group, Inc. ("Warnaco"), a subsidiary of PVH Corp. ("PVH"), to acquire certain net assets in exchange for an aggregate payment of approximately $18 million (the "Chaps Menswear License Acquisition").

Warnaco was our licensee for the Chaps Menswear Business.

The operating results of the Chaps Menswear Business have been consolidated in our operating results beginning on April 10, 2013.

| • | discrete income tax benefits of $10 million and $15 million recognized within our provision for income taxes during Fiscal 2014 and Fiscal 2013, respectively, in connection with the settlements of two separate tax examinations. During Fiscal 2013, the tax benefit from the tax examination settlement was more than offset by a discrete income tax reserve of $16 million for an interest assessment on a prior year withholding tax; and |

| • | the wind-down of our Rugby brand operations during the second half of Fiscal 2013 (the "Rugby Closure Plan"). |

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| | | | | | | |

| E-commerce Sites: | | | | | | |

| North American sites(a) | | 3 | | | 3 | |

| European sites(b) | | 3 | | | 3 | |

| (b) | Includes www.RalphLauren.co.uk (servicing the United Kingdom), www.RalphLauren.fr (servicing Belgium, France, Italy, Luxembourg, the Netherlands, Portugal, and Spain), and www.RalphLauren.de (recently expanded to service Denmark, Estonia, Finland, Latvia, Slovakia, and Sweden, in addition to servicing Austria and Germany). |

| (c) | Includes www.RalphLauren.co.jp (servicing Japan) and www.RalphLauren.co.kr (servicing South Korea), and, as of March 28, 2015, www.RalphLauren.asia (servicing Hong Kong, Macau, Malaysia, and Singapore) and www.RalphLauren.com.au (servicing Australia and New Zealand). |

This decline is primarily attributable to a more promotional retail environment and less favorable product mix, partially offset by a more favorable channel mix.

| (b) | Comprised of acquisition-related costs for the Chaps Menswear License Acquisition in April 2013 and for the Australia and New Zealand Licensed Operations Acquisition in July 2013 (see Note 5 to the accompanying audited consolidated financial statements). |

Gain on Acquisition of Chaps.

During Fiscal 2014, we recorded a $16 million gain on the Chaps Menswear License Acquisition, representing the difference between the acquisition date fair value of net assets acquired and the contractually-defined purchase price under our license agreement with Warnaco, which granted us the right to early-terminate the license upon PVH's acquisition of Warnaco in February 2013 (see Note 5 to the accompanying audited consolidated financial statements).

Impairments of Assets.

Fiscal 2014 Compared to Fiscal 2013

| | | March 29, 2014 | | | | March 30, 2013 | | | | $ Change | | | | % / bps Change | |

| Net revenues | | $ | 7,450 | | | $ | 6,945 | | | $ | 505 | | | 7.3 | % |

Our Wholesale business, representing approximately [removed: 46%] [added: 45%] of our Fiscal [removed: 2015] [added: 2016] net revenues, consists of sales made principally to major department stores and specialty stores around the world.

Our Retail business, representing approximately [removed: 52%] [added: 53%] of our Fiscal [removed: 2015] [added: 2016] net revenues, consists of sales made directly to consumers through our integrated retail channel, which includes our retail stores, concession-based shop-within-shops, and e-commerce operations around the world.

Our Licensing business, representing approximately 2% of our Fiscal [removed: 2015] [added: 2016] net revenues, consists of royalty-based arrangements under which we license to unrelated third parties for specified periods the right to operate retail stores and/or to use our various trademarks in connection with the manufacture and sale of designated products, such as certain apparel, eyewear, [added: fragrances,] and [removed: fragrances.][added: home furnishings.]

Approximately 37% of our Fiscal [removed: 2015] [added: 2016] net revenues were earned outside of the U.S. See Note [removed: 22] [added: 21] to the accompanying audited consolidated financial statements for a summary of net revenues, operating income, and total assets by reportable segment, as well as net revenues and long-lived assets by geographic location.

Over the past five fiscal years, our sales have grown by approximately [removed: 35%] [added: 8%] to [removed: $7.620] [added: $7.405] billion in Fiscal [removed: 2015] [added: 2016] from [removed: $5.660] [added: $6.860] billion in the fiscal year ended [removed: April 2, 2011.][added: March 31, 2012.]

Our global reach is extensive, with merchandise available through our wholesale distribution channels at [removed: approximately] [added: over] 13,000 different retail locations worldwide.

We also sell directly to customers throughout the world via our [removed: 466] [added: 493] retail [removed: stores, our 536] [added: stores and 583] concession-based shop-within-shops, [removed: and] [added: as well as through] our [removed: 10] [added: various] e-commerce sites.

In addition to our directly-operated stores and shops, our international licensing partners operate [removed: 72] [added: 93] Ralph Lauren stores, [removed: 23] [added: 42] Ralph Lauren concession shops, and [removed: 119] [added: 133] Club Monaco stores and shops.

Over the past five fiscal years, we have invested approximately [removed: $1.741] [added: $1.849] billion for acquisitions and capital improvements, primarily funded through strong operating cash flow.

We intend to continue to [removed: execute our long-term strategy,] [added: pursue select investment initiatives,] which [removed: includes] [added: include] expanding our presence internationally, extending our direct-to-consumer reach, expanding our accessories and other product and brand offerings, and investing in our operational infrastructure.

See "Objectives and Opportunities" for further discussion of our [removed: long-term strategy.][added: opportunities for growth.]

Over the past five fiscal years, the cost of shares of Class A common stock repurchased pursuant to our common stock repurchase program was approximately [removed: $2.471] [added: $2.373] billion and dividends paid amounted to approximately [removed: $548] [added: $679] million.

As of [removed: March 28, 2015,] [added: April 2, 2016,] Mr. [removed: Ralph] [added: R.] Lauren, or entities controlled by the Lauren family, held approximately [removed: 81%] [added: 82%] of the voting power of the Company's outstanding common stock.

Despite the various risks and uncertainties associated with the current global economic environment, as discussed further in Item 7 [removed: –] [added: —] "Management's Discussion and Analysis of Financial Condition and Results of Operations — Current Trends and Outlook," we believe our core strengths will allow us the opportunity to execute our [removed: strategy] [added: initiatives] for long-term sustainable growth in revenue, net income, and operating cash flow.

We operate our retail business using an omni-channel retailing strategy [added: that seeks] to deliver [removed: a seamless and] [added: an] integrated shopping experience to our customers.

While balancing our key long-term strategic objectives with our near-term priorities, we intend to continue to pursue select opportunities for growth during the course of Fiscal [removed: 2016] [added: 2017] and beyond.

On May 12, 2015, our Board of Directors approved a reorganization and restructuring plan comprised of the following major actions: (i) the reorganization of the Company from its [removed: current] [added: historical] channel and regional structure to an integrated global brand-based operating structure, which will streamline our business processes to better align our cost structure with our long-term growth strategy; (ii) a strategic store and shop-within-shop performance review conducted by region and brand; (iii) a targeted corporate functional area review; and (iv) the consolidation of certain of our luxury lines (collectively, the "Global Reorganization Plan").

The Global Reorganization Plan [removed: will result] [added: has resulted] in a reduction in workforce [removed: and, once a performance review is complete,] [added: and] the closure of certain stores and shop-within-shops.

[removed: When substantially implemented by the end of Fiscal 2016,] [added: Actions associated with] the Global Reorganization Plan [removed: is] [added: were substantially completed during Fiscal 2016 and are] expected to result in improved operational efficiencies by reducing annual operating expenses by approximately [removed: $100] [added: $125] million.

| • | Apparel — [removed: Products] [added: 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 [removed: Women's] Collection, [added: Ralph Lauren] Purple Label, [removed: Black Label,] Polo Ralph Lauren, Polo Sport, Double RL, [removed: RLX Ralph Lauren,] Lauren Ralph Lauren, Ralph by Ralph Lauren, Polo and RLX Golf, [added: Polo] Ralph Lauren [removed: Childrenswear,] [added: Children,] Denim & Supply Ralph Lauren, Chaps, Club Monaco, and American Living, among others; |

| • | Accessories — [removed: Products] [added: Our accessories products] encompass a broad range for both men and women, including footwear, eyewear, watches, fine jewelry, hats, belts, and [removed: leathergoods,] [added: leather goods,] including handbags and luggage, which are sold under various brand names, including [added: Ralph] Lauren [added: Collection,] Ralph [removed: Lauren,] [added: Lauren Purple Label,] Double RL, [added: Polo Ralph Lauren, Lauren Ralph Lauren, Polo Ralph Lauren Children,] and Club Monaco, among others; |

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

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

Ralph Lauren [removed: Women's] Collection and Ralph Lauren Purple [removed: Label][added: Label.]

[removed: Each season, the] [added: The] runway sets the stage for [removed: the] [added: each season's] Ralph Lauren [removed: Women's] Collection [removed: designs] [added: designs,] which includes handmade evening gowns with exquisite detail [removed: to refined] [added: and refined,] hand-tailored suitings.

For men, Ralph Lauren Purple Label offers refined suitings, custom tailored made-to-measure [removed: suits] [added: suits,] and sophisticated sportswear, as well as benchmade footwear and made-to-order dress furnishings, accessories, and luggage.

Ralph Lauren [removed: Women's] Collection and Ralph Lauren Purple Label are available in Ralph Lauren stores around the world, an exclusive selection of the finest specialty stores, and online at our Ralph Lauren e-commerce sites, including RalphLauren.com.

Ralph Lauren Watches and Fine [removed: Jewelry][added: Jewelry.]

In 2008, Ralph Lauren, together with internationally renowned luxury group Compagnie Financière Richemont SA, launched a premier collection of timepieces through the Ralph Lauren Watch & Jewelry Co. The four pillar collections [removed: —] [added: –] the iconic Ralph Lauren Stirrup, the refined Ralph Lauren Slim Classique, the Ralph Lauren Sporting, and the 867 Collection [removed: —] [added: –] embody Mr. [added: Ralph] Lauren's passion for impeccable quality and exquisite design.

[removed: In 2010, the] [added: The] Ralph Lauren Watch & Jewelry Co. also [removed: introduced] [added: offers] premier collections of fine jewelry, including the Ralph Lauren Diamond Link Collection, [removed: the] Ralph Lauren Equestrian Collection, and [removed: the] Ralph Lauren Chunky Chains Collection, all capturing the glamour and craftsmanship of Ralph Lauren's most luxurious designs.

[removed: Ralph] Lauren [removed: Black Label][added: Ralph Lauren.]

[removed: Black Label for women] [added: Men's] and [removed: men] [added: Women's Polo apparel and accessories] are [removed: offered] [added: available] in [removed: select] [added: Polo and] Ralph Lauren stores around the world, [removed: designer boutiques, fine specialty stores,] better department [added: and specialty] stores, and online at our Ralph Lauren e-commerce sites, including RalphLauren.com.

Polo Ralph Lauren [added: Children.]

Women's Polo is targeted towards the [removed: young] [added: young,] modern girl and mixes romantic bohemian [added: style] with cool sportiness.

[removed: Men's and Women's Polo] [added: Polo's] signature aesthetic includes our renowned polo player logo.

[removed: Men's and Women's] Polo [removed: apparel and accessories are] [added: Sport is] available [removed: in] [added: at select] Polo [removed: stores around the world,] [added: and Ralph Lauren stores,] better department stores, and online at our [removed: Ralph Lauren] e-commerce sites, including RalphLauren.com.

Polo Sport is our next evolution of modern [removed: active wear] [added: activewear] for men, women, and [removed: children for today's active lifestyle.][added: children.]

In 2014, we debuted the [removed: Polo Tech Shirt, which featured] [added: PoloTech™ shirt, featuring] groundbreaking smart fabric technology that captures robust biometrics from the wearer.

[removed: We expect to launch Polo Sport in the Summer of 2015] [added: Pink Pony is available] at select [added: Polo and] Ralph Lauren [removed: stores, better department stores,] [added: stores] and online at our [added: Ralph Lauren] e-commerce sites, including RalphLauren.com.

Double [removed: RL][added: RL.]

In addition, we continue to develop and work towards finalizing our strategic growth plan for Fiscal 2017 and beyond, which once completed may result in modifications to the opportunities and investment initiatives described above.

In connection with the Global Reorganization Plan, we recorded total charges of $142 million during Fiscal 2016 (see Notes 10 and 11 to the accompanying audited consolidated financial statements) and expect to incur additional charges of approximately $5 million during Fiscal 2017.

In addition, we continue to develop and work towards finalizing our strategic growth plan for Fiscal 2017 and beyond, which once completed will likely result in additional restructuring activities and related charges.

We organize our brands into the following six distinct global brand groups:

| 1. | Ralph Lauren Luxury — Our Ralph Lauren Luxury global brand group includes: |

| 2. | Polo Ralph Lauren — Our Polo Ralph Lauren global brand group includes: |

Polo Ralph Lauren.

Polo Sport.

Pink Pony.

Internationally, a network of local cancer charities around the world benefit from the sale of Pink Pony products.

| 3. | Lauren — Our Lauren global brand group includes: |

Ralph by Ralph Lauren.

Chaps.

American Living.

| 6. | Ralph Lauren Home — Ralph Lauren Home presents home furnishings and accessories that reflect the style and craftsmanship synonymous with the name Ralph Lauren. Ralph Lauren Home includes furniture, bed and bath linens, china, crystal, silver, decorative accessories and gifts, as well as lighting, fabric, wallcovering, and floorcovering. Ralph Lauren Home offers exclusive luxury goods at select Ralph Lauren stores, home specialty stores, trade showrooms, and online at our Ralph Lauren e-commerce sites, including RalphLauren.com. The complete world of Ralph Lauren Home can be explored online at RalphLaurenHome.com. Ralph Lauren also offers paint in over 400 palettes. Ralph Lauren Paint is offered at select specialty stores in the U.S. and The Home Depot. The complete color palette, paint how-to's, and a guide to professional painters can be explored online at RalphLaurenPaint.com. |

| Europe(b) | | 5,625 | |

| Total | | 13,502 | |

| Total | | 144 | |

During Fiscal 2016, we opened 16 new Club Monaco stores and closed three stores.

We operated the following Club Monaco stores as of April 2, 2016:

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| The Americas(a) | | 168 | |

| Total | | 272 | |

| (a) | Includes the U.S. and Canada. |

| (b) | Includes Australia. |

Product Licensing

Our communication campaigns are primarily executed through a combination of print, outdoor, digital, and social media platforms, and, to a lesser extent, through television and cinema.

We deploy these

We also introduce each of the spring and fall menswear and womenswear collections at press presentations in major cities such as New York City and Milan.

| | | Wholesale and Retail distribution center | | High Point, North Carolina | | Leased |

| (a) | This distribution center performs customer order fulfillment for our RalphLauren.com and ClubMonaco.com e-commerce operations and our Ralph Lauren, Polo, and Club Monaco retail stores located in the U.S. |

We substantially completed the migration of our North America operations to SAP during Fiscal 2015, and we are currently in the process of executing the migration of our European operations to SAP, which is expected to be completed during Fiscal 2017.

In addition to implementing SAP, we also completed the migration of our North America operations to a new procure-to-pay platform during Fiscal 2016, and we expect to execute the migration of our European operations to this new platform during Fiscal 2017.

We are also in the process of building an in-house global e-commerce platform as part of our plan to further enhance our omni-channel capabilities.

Rollout of the new global e-commerce platform is expected to be completed in 2018.

See Item 1A — "Risk

Factors — A substantial portion of our revenue is derived from a limited number of large wholesale customers.

Our business could suffer as a result of consolidations, liquidations, restructurings, other ownership changes in the retail industry, and/or any financial instability of our large wholesale customers."

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| | 3 | |

In connection with the Global Reorganization Plan, we expect to incur total estimated charges of $70 million to $100 million, comprised of restructuring charges totaling $55 million to $80 million, to be settled in cash, and non-cash charges totaling $15 million to $20 million.

We anticipate that these restructuring and non-cash charges will be incurred over the course of Fiscal 2016, primarily during the first half of the year.

Australia and New Zealand Licensed Operations Acquisition

In July 2013, in connection with the transition of the Ralph Lauren-branded apparel and accessories business in Australia and New Zealand (the "Australia and New Zealand Business") from a licensed to a wholly-owned operation, we acquired certain net assets from Oroton Group/PRL Australia ("Oroton") in exchange for an aggregate payment of approximately $15 million (the "Australia and New Zealand Licensed Operations Acquisition").

Oroton was our licensee for the Australia and New Zealand Business.

The operating results of the Australia and New Zealand Business have been consolidated in our operating results beginning on July 1, 2013.

Chaps Menswear License Acquisition

In April 2013, in connection with the transition of the North American Chaps-branded men's sportswear business (the "Chaps Menswear Business") from a licensed to a wholly-owned operation, we entered into an agreement with The Warnaco Group, Inc. ("Warnaco"), a subsidiary of PVH Corp., to acquire certain net assets in exchange for an aggregate payment of approximately $18 million (the "Chaps Menswear License Acquisition").

Warnaco was our licensee for the Chaps Menswear Business.

The operating results of the Chaps Menswear Business have been consolidated in our operating results beginning on April 10, 2013.

Black Label is Ralph Lauren's ultramodern statement of sleek and sophisticated apparel for men and women.

Men's Polo is also available at Ralph Lauren stores around the world and select specialty stores.

Polo Sport

RLX Ralph Lauren

RLX Ralph Lauren for men and women unites high standards of luxury, technology, and style with its offerings of luxe lifestyle athletic apparel.

Lauren Ralph Lauren

Ralph by Ralph Lauren

Pink Pony

A percentage of sales from all Pink Pony products benefits the Pink Pony Fund and other major cancer charities around the world.

Pink Pony is available at select Ralph Lauren stores and online

Ralph Lauren Childrenswear

Ralph Lauren Childrenswear can be found in select Ralph Lauren stores around the world, better department stores, and online at our Ralph Lauren e-commerce sites, including RalphLauren.com.

Denim & Supply Ralph Lauren

Denim & Supply Ralph Lauren is available at our Denim & Supply Stores around the world, at Macy's and Hudson's Bay in North America, select department stores in Europe and Asia, and in specialty stores and concession shops in Asia.

In addition, Denim & Supply is available online at our Ralph Lauren e-commerce sites, including RalphLauren.com.

Chaps

Additionally, Chaps retail stores and department store distribution will be expanding internationally for all apparel categories starting in Spring 2015.

Club Monaco apparel and accessories are available exclusively at Club Monaco stores around the world, as well as online at our Club Monaco e-commerce sites, ClubMonaco.com and ClubMonaco.ca.

Club Monaco is also available in Asia through our licensing arrangements.

American Living

Ralph Lauren Home and Paint

Ralph Lauren Home presents home furnishings and accessories that reflect the style and craftsmanship synonymous with the name Ralph Lauren.

Ralph Lauren Home includes furniture, bed and bath linens, china, crystal, silver, decorative accessories and gifts, as well as lighting, fabric, wallcovering, and floorcovering.

Ralph Lauren Home offers exclusive luxury goods at select Ralph Lauren stores, home specialty stores, trade showrooms, and online at our Ralph Lauren e-commerce sites, including RalphLauren.com.

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

Ralph Lauren also offers paint in over 400 palettes.

Ralph Lauren Paint is offered at select specialty stores in the U.S. and The Home Depot.

[removed: Management does not expect] [added: We believe at present] that the [removed: ultimate] resolution of [removed: this matter] [added: currently pending matters] will [added: not individually or in the aggregate] have a material adverse effect on our consolidated financial statements.

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

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

Wathne Imports Litigation

On September 13, 2005, Wathne Imports, Ltd. ("Wathne"), our former domestic licensee for luggage and handbags, filed suit against us and Mr. Ralph Lauren, our Chairman and Chief Executive Officer, in the Supreme Court of the State of New York, County of New York, alleging, among other things, that we had breached a 1999 License Agreement and Design Services Agreement with Wathne and had engaged in deceptive trade practices, fraud, and negligent misrepresentation.

The complaint originally sought, among other things, injunctive relief, compensatory damages in excess of $250 million, and punitive damages in excess of $750 million.

Following a motion to dismiss, a motion for summary judgment, and several appeals, only the following three claims remain, all related to an alleged breach of the License Agreement: (i) that we discontinued the Polo Sport trademark on handbags without providing a replacement mark; (ii) that we discontinued the Ralph Lauren trademark and/or usurped Wathne’s right to manufacture and sell certain high-end handbags under the Ralph Lauren trademark; and (iii) that we deceived Wathne into giving up its right to manufacture and sell certain children’s backpacks.

Wathne currently seeks damages of approximately $98 million, plus interest.

On January 7, 2015, the Court granted our motion to strike Wathne's jury demand, which Wathne appealed on February 2, 2015.

This appeal is currently pending.

There is also some discovery still outstanding on the issue of damages.

No trial date has been set, but we expect the Court to hold a pre-trial conference and set a trial date shortly after the appeal is decided.

We will continue to vigorously contest the remaining claims and dispute any alleged damages.

Other Matters

We believe at present that the resolution of currently pending matters, other than those separately discussed above, will not individually or in the aggregate have a material adverse effect on our consolidated financial statements.

| | For the fiscal year ended [removed: March 28, 2015] [added: April 2, 2016] |

| The aggregate market value of the registrant's voting common stock held by non-affiliates of the registrant was approximately [removed: $10,107,662,712] [added: $6,341,781,793] as of September [removed: 26, 2014,] [added: 25, 2015,] 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: 8, 2015, 60,392,090] [added: 13, 2016, 57,020,766] shares of the registrant's Class A common stock, $.01 par value and 25,881,276 shares of the registrant's Class B common stock, $.01 par value were outstanding. | | |

| Part III incorporates information from certain portions of the registrant's definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the fiscal year ended [removed: March 28, 2015.] [added: April 2, 2016.] | | |

| • | our ability to achieve anticipated operating enhancements and/or cost reductions from our restructuring plans, [removed: including] [added: which could include the potential sale, discontinuance, or consolidation of certain of] our [removed: planned transition to a global brand-based operating structure;] [added: brands;] |

| • | our ability to successfully implement our [removed: anticipated] growth strategies and to capitalize on our repositioning initiatives in certain [removed: regions] [added: brands, regions,] and merchandise categories; |

| • | the impact of [added: the volatile state of the] global [added: economy, stock markets, and other global] economic conditions on us, our customers, our suppliers, and our vendors and on our ability and their ability to access sources of liquidity; |

| • | the impact [removed: of the volatile state of the global economy] [added: to our business resulting from changes in consumers' ability] or [removed: consumer] preferences [removed: on purchases of] [added: to purchase] premium lifestyle products that we offer for sale and our ability to forecast consumer demand, which could result in [added: either] a build-up [added: or shortage] of inventory; |

| • | changes [removed: to] [added: in] our [added: tax obligations and] effective tax rates; |

| • | changes in [added: the business of, and] our relationships [removed: with] [added: with, major] department store customers and licensing partners; |

| • | our efforts to improve the efficiency of our distribution system and to continue to [removed: enhance and upgrade] [added: enhance, upgrade, and/or transition] our global information technology systems and our global e-commerce platform; |

| • | our ability to access sources of liquidity to provide for our cash needs, including our debt obligations, payment of dividends, capital expenditures, and potential [removed: repurchase] [added: repurchases] of our Class A common stock; |

| • | the potential impact on our operations and on our [added: suppliers and] customers resulting from natural or man-made disasters. |

All references to "Fiscal 2016" represent the 53-week fiscal year [removed: ending] [added: ended] April 2, 2016.

All references to "Fiscal [removed: 2013"] [added: 2017"] represent the 52-week fiscal year [removed: ended March 30, 2013.][added: ending April 1, 2017.]

10-K 1 rl-20160402x10k.htm 10-K

| • | 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; |

| | | |

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

| | | |

| | 3 | |

10-K 1 rl-20150328x10k.htm 10-K

| • | the loss of key personnel, including Mr. Ralph Lauren; |

| | | |

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

| | 31 | |

We do not own any real property except for our distribution [removed: facilities] [added: facility and an adjacent parcel of land] in [removed: Greensboro] [added: Greensboro, North Carolina; our retail e-commerce call center] and [added: distribution facility in] High Point, North [removed: Carolina] [added: Carolina;] and [removed: a parcel of land adjacent to the Greensboro facility, as well as] [added: our] retail stores in Southampton and Easthampton, New York, and Nantucket, Massachusetts.

The following table sets forth information relating to our key properties as of [removed: March 28, 2015:][added: April 2, 2016:]

| Location | | Use | | Approximate Square Feet | [removed: | Current Lease Term Expiration |]

| Greensboro, NC | | Wholesale and retail distribution facility | | 1,500,000 | [removed: | N/A - Owned |]

| N. Pendleton Street, High Point, NC | | Retail e-commerce call center and distribution facility | | 805,000 | [removed: | N/A - Owned |]

| 625 Madison Avenue, NYC | | Corporate offices and showrooms | | 412,000 | [removed: | December 31, 2019 |]

| Eagle Hill Drive, High Point, NC | | Wholesale distribution facility | | 343,000 | [removed: | December 31, 2022 |]

| 650 Madison Avenue, NYC | | Executive and corporate offices, design studio, and showrooms | | 270,000 | [removed: | December 31, 2024 |]

| Lyndhurst, NJ | | Corporate and retail administrative offices | | 178,000 | [removed: | December 31, 2019 |]

| Geneva, Switzerland | | European corporate offices | | 107,000 | [removed: | June 22, 2027 |]

| [removed: 550] 7th Avenue, NYC | | Corporate offices, design studio, and Women's showrooms | | 104,000 | [removed: | December 31, 2018 |]

| Gateway Office, Hong Kong | | Asia corporate offices | | 56,000 | [removed: | October 31, 2017 |]

| Manhattan Place, Hong Kong | | Asia [removed: corporate and] sourcing offices | | 46,000 | [removed: | October 31, 2016 |]

| [removed: 711] 5th Avenue, NYC | | Retail flagship store | | 39,000 | [removed: | June 30, 2029 |]

| 888 Madison Avenue, NYC | | Retail flagship store | | 37,900 | [removed: | August 31, 2027 |]

| [removed: 750] N. Michigan Avenue, Chicago | | Retail flagship store | | 37,500 | [removed: | November 14, 2017 |]

| London, UK | | Retail flagship store | | 31,500 | [removed: | July 4, 2021 |]

| 867 Madison Avenue, NYC | | Retail flagship store | | 27,700 | [removed: | December 31, 2023 |]

| Paris, France | | Retail flagship store | | 25,700 | [removed: | May 31, 2018 |]

| Tokyo, Japan | | Retail flagship store | | 25,000 | [removed: | December 31, 2020 |]

| Lee Gardens, Hong Kong | | Retail flagship store | | 20,200 | [removed: | August 16, 2022 |]

| [removed: 444] N. Rodeo Drive, Beverly Hills | | Retail flagship store | | 19,400 | [removed: | September 30, 2033 |]

As of [removed: March 28, 2015,] [added: April 2, 2016,] we directly operated [removed: 466] [added: 493] retail stores, totaling approximately [removed: 3.6] [added: 3.8] million square feet.

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

| | | | | |

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

| | | | | |

| | | | | |

| NC Highway 66, High Point, NC | | Wholesale and retail distribution facility | | 847,000 |

| | 31 | |

| | | | | | | |

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

| | 32 | |

| | 32 | |

| | 33 | |

On [removed: November 5, 2013,] [added: February 3, 2015,] our Board of Directors approved an increase to the quarterly cash dividend on our common stock from [removed: $0.40] [added: $0.45] per share to [removed: $0.45] [added: $0.50] per share.

Approximately [removed: $161] [added: $168] million was recorded as a reduction to retained earnings during Fiscal [removed: 2015] [added: 2016] in connection with dividends declared.

As of May [removed: 8, 2015,] [added: 13, 2016,] there were [removed: 772] [added: 750] holders of record of our Class A common stock and 6 holders of record of our Class B common stock.

All of our outstanding shares of Class B common stock are owned by Mr. Ralph Lauren, [added: Executive] Chairman [removed: of the Board of Directors] and Chief [removed: Executive] [added: Creative] Officer, and entities controlled by the Lauren family.

No shares of our Class B common stock were converted into Class A common stock during the fiscal quarter ended [removed: March 28, 2015.][added: April 2, 2016.]

The following table sets forth repurchases of shares of our Class A common stock during the fiscal quarter ended [removed: March 28, 2015:][added: April 2, 2016:]

| (a) | As of [removed: March 28, 2015,] [added: April 2, 2016,] the remaining availability under our Class A common stock repurchase program was approximately [removed: $80] [added: $100] million. On May [removed: 12, 2015, our] [added: 11, 2016, the Company's] Board of Directors approved an expansion of the program that allows [removed: us] [added: it] to repurchase up to an additional [removed: $500] [added: $200] million of Class A common stock. Repurchases of shares of Class A common stock are subject to overall business and market conditions. |

The following graph compares the cumulative total stockholder return (stock price appreciation plus dividends) on our Class A common stock to the cumulative total return of the Standard & Poor's 500 Index and a peer group index of companies that we believe are closest to ours (the "Peer Group") for the period from April [removed: 3, 2010,] [added: 2, 2011,] the last day of our [removed: 2010] [added: 2011] fiscal year, through [removed: March 28, 2015,] [added: April 2, 2016,] the last day of our [removed: 2015] [added: 2016] fiscal year.

The returns are calculated by assuming an investment in the Class A common stock and each index of $100 on April [removed: 3, 2010,] [added: 2, 2011,] with all dividends reinvested.

[removed: ][added: ]

*$100 invested on April [removed: 3, 2010] [added: 2, 2011] in stock or March 31, [removed: 2010] [added: 2011] in an index, including reinvestment of dividends.

| Fiscal 2016: | | | | | | | | | | | | |

| First Quarter | | $ | 141.08 | | | $ | 127.77 | | | $ | 0.50 | |

| Second Quarter | | 135.67 | | | | 104.34 | | | | 0.50 | | |

| Third Quarter | | 137.38 | | | | 103.29 | | | | 0.50 | | |

| Fourth Quarter | | 115.85 | | | | 82.15 | | | | 0.50 | | |

| December 27, 2015 to January 23, 2016 | | 819 | | (b) | $ | 113.40 | | | — | | | $ | 200 | |

| January 24, 2016 to February 20, 2016 | | 1,167,700 | | | 85.61 | | | | 1,167,700 | | | 100 | | |

| February 21, 2016 to April 2, 2016 | | 946 | | (b) | 94.89 | | | | — | | | 100 | | |

| | | 1,169,465 | | | | | | | 1,167,700 | | | | | |

| | 33 | |

| (b) | Represents shares surrendered to or withheld by the Company in satisfaction of withholding taxes in connection with the vesting of awards issued under its long-term stock incentive plans. |

| | |

| --- | --- |

| Fiscal 2014: | | | | | | | | | | | | |

| First Quarter | | $ | 192.03 | | | $ | 165.33 | | | $ | 0.40 | |

| Second Quarter | | 189.80 | | | | 161.98 | | | | 0.40 | | |

| Third Quarter | | 181.07 | | | | 157.01 | | | | 0.45 | | |

| Fourth Quarter | | 178.59 | | | | 146.00 | | | | 0.45 | | |

On February 3, 2015, our Board of Directors approved an additional increase to the quarterly cash dividend on our common stock from $0.45 per share to $0.50 per share.

| December 28, 2014 to January 24, 2015 | | — | | | $ | — | | | — | | | $ | 230 | |

| January 25, 2015 to February 21, 2015 | | 796,929 | | | 137.18 | | | | 796,929 | | | 120 | | |

| February 22, 2015 to March 28, 2015 | | 293,500 | | | 138.55 | | | | 293,500 | | | 80 | | |

| | | 1,090,429 | | | | | | | 1,090,429 | | | | | |

| | 34 | |

| | 34 | |

| | 35 | |

Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of the end of the fiscal year covered by this report based on the framework issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission in Internal Control-Integrated Framework (2013 Framework).]

Except as discussed below, there has been no change in our internal control over financial reporting during the fourth quarter of Fiscal [removed: 2015] [added: 2016] that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

For a discussion of risks related to the implementation of new systems, see Item 1A — "Risk Factors — Risks [removed: Related to Our Business — Implementation] [added: and uncertainties associated with the implementation] of [removed: management] information systems may negatively impact our business."

| | 62 | |

Commission in Internal Control-Integrated Framework (2013 Framework).

We substantially completed the migration of our North America operations to SAP during Fiscal 2015, and we are currently in the process of executing the migration of our European operations to SAP, which is expected to be completed during Fiscal 2017.

| | | |

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

| | 64 | |

During Fiscal 2015, we migrated certain areas of our business to SAP, including global merchandise procurement and customer order management and record-to-report for our North American wholesale operations.

We are also in the process of executing the migration of our European operations to SAP, which will be completed in stages over the next several years.

| | 65 | |

Not applicable.

Global Reorganization Plan

On May 12, 2015, our Board of Directors approved a reorganization and restructuring plan comprised of the following major actions: (i) the reorganization of the Company from its current channel and regional structure to an integrated global brand-based operating structure, which will streamline our business processes to better align our cost structure with our long-term growth strategy; (ii) a strategic store and shop-within-shop performance review conducted by region and brand; (iii) a targeted corporate functional area review; and (iv) the consolidation of certain of our luxury lines (collectively, the "Global Reorganization Plan").

The Global Reorganization Plan will result in a reduction in workforce and, once a performance review is complete, the closure of certain stores and shop-within-shops.

When substantially implemented by the end of Fiscal 2016, the Global Reorganization Plan is expected to result in improved operational efficiencies by reducing annual operating expenses by approximately $100 million.

In connection with the Global Reorganization Plan, we expect to incur total estimated charges of $70 million to $100 million, comprised of restructuring charges totaling $55 million to $80 million, to be settled in cash, and non-cash charges totaling $15 million to $20 million.

Restructuring charges will consist primarily of severance and benefit charges and lease termination and store closure costs, and non-cash charges will consist primarily of asset impairment and inventory-related charges.

We anticipate that these restructuring and non-cash charges will be incurred over the course of Fiscal 2016, primarily during the first half of the year.

Information relating to our directors and corporate governance will be set forth in the Company's proxy statement for its [removed: 2015] [added: 2016] annual meeting of stockholders to be filed within 120 days after [removed: March 28, 2015] [added: April 2, 2016] (the "Proxy Statement") and is incorporated by reference herein.

The Company has a Code of Ethics for Principal Executive Officers and Senior Financial Officers that [removed: applies to our] [added: covers the Company's] principal executive officer, [removed: our] principal operating officer, [removed: our] principal financial officer, [removed: our] principal accounting officer, [added: controller,] and [removed: our controller.][added: any person performing similar functions, as applicable.]

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

We will post any amendments to the [removed: Code of Ethics for Principal Executive Officers and Senior Financial Officers] [added: Codes] and any waivers that are required to be disclosed by the rules of either the [removed: Securities and Exchange Commission] [added: SEC] or the NYSE on our Internet site.

The Company also has a Code of Business Conduct and Ethics that covers the Company's directors, officers, and employees.

| | 63 | |

| | 66 | |

Equity Compensation Plan Information as of [removed: March 28, 2015][added: April 2, 2016]

The following table sets forth information as of [removed: March 28, 2015] [added: April 2, 2016] regarding compensation plans under which the Company's equity securities are authorized for issuance:

| (1) | Consists of [removed: 3,225,268] [added: 2,417,979] options to purchase shares of our Class A common stock and [removed: 1,380,779] [added: 1,752,650] restricted stock units that are payable solely in shares of Class A common stock (including [removed: 422,724] [added: 429,688] service-based restricted stock units that have fully vested but for which the underlying shares have not yet been delivered as of [removed: March 28, 2015).] [added: April 2, 2016).] Does not include [removed: 5,323] [added: 14,456] outstanding restricted shares that are subject to forfeiture. |

| (3) | All of the securities remaining available for future issuance set forth in column (c) may be in the form of options, stock appreciation rights, restricted stock, restricted stock units, performance awards, or other stock-based awards under the Company's 1997 Incentive Plan and 2010 Incentive Plan (the "Plans"). An additional [removed: 5,323] [added: 14,456] outstanding shares of restricted stock granted under the Company's Plans that remain subject to forfeiture are not reflected in column (c). |

| Equity compensation plans approved by security holders | | 4,170,629 | | (1) | $ | 146.58 | | (2) | 2,522,816 | | (3) |

| Total | | 4,170,629 | | | $ | 146.58 | | | 2,522,816 | | |

| Equity compensation plans approved by security holders | | 4,606,047 | | (1) | $ | 129.28 | | (2) | 2,963,849 | | (3) |

| Total | | 4,606,047 | | | $ | 129.28 | | | 2,963,849 | | |

| | 64 | |

| | 67 | |

| [removed: 10.5] [added: 10.12] | | Amended and Restated Employment Agreement, effective as of November 1, 2013, between the Company and [removed: Roger N. Farah] [added: Jackwyn Nemerov] (filed as Exhibit [removed: 10.1] [added: 10.2] to the Form 8-K dated September 18, 2013)† |

| [removed: 10.6] [added: 10.5] | | Amendment No. [removed: 1] [added: 2] to the Amended and Restated Employment Agreement, [removed: effective] [added: dated] as of [removed: May 27, 2014,] [added: September 25, 2015,] between Ralph Lauren Corporation and [removed: Roger N. Farah] [added: Ralph Lauren] (filed as Exhibit 10.1 to the Form 8-K dated [removed: May 29, 2014)†] [added: September 25, 2015)†] |

| [removed: 10.7] [added: 10.16] | | Amended and Restated Employment Agreement, effective as of November 1, 2013, between the Company and [removed: Jackwyn Nemerov] [added: Christopher H. Peterson] (filed as Exhibit [removed: 10.2] [added: 10.3] to the Form 8-K dated September 18, 2013)† |

| [removed: 10.8] [added: 10.13] | | Amendment No. 1 to the Amended and Restated Employment Agreement, effective as of March 30, 2014, between the Company and Jackwyn Nemerov (filed as Exhibit 10.6 to the Company's Annual Report on Form 10-K for the fiscal year ended March 29, 2014 (the "Fiscal 2014 10-K"))† |

| [removed: 10.9*] [added: 10.14] | | Amendment No. 2 to the Amended and Restated Employment Agreement, effective as of March 29, 2015, between Ralph Lauren Corporation and Jackwyn [removed: Nemerov†] [added: Nemerov (filed as Exhibit 10.9 to the Fiscal 2015 10-K)†] |

| [removed: 10.10] [added: 10.18] | | Amended and Restated Employment Agreement, effective as of [removed: November] [added: April] 1, [removed: 2013,] [added: 2015,] between [removed: the Company] [added: Ralph Lauren Corporation] and Christopher H. Peterson (filed as Exhibit [removed: 10.3] [added: 10.2] to the Form 8-K dated [removed: September 18, 2013)†] [added: April 6, 2015)†] |

| [removed: 10.11] [added: 10.17] | | Amendment No. 1 to the Amended and Restated Employment Agreement, effective as of March 30, 2014, between the Company and Christopher Peterson (filed as Exhibit 10.8 to the Fiscal 2014 10-K)† |

| [removed: 10.12] [added: 10.11] | | Amended and Restated Employment Agreement, effective as of April 1, 2015, between Ralph Lauren Corporation and [removed: Christopher H. Peterson] [added: Robert L. Madore] (filed as Exhibit [removed: 10.2] [added: 10.4] to the Form 8-K dated April 6, 2015)† |

| [removed: 10.13*] [added: 10.7] | | Employment Agreement, effective as of April 7, 2014, between Ralph Lauren Corporation and Valérie [removed: Hermann†] [added: Hermann (filed as Exhibit 10.13 to the Company's Annual Report on Form 10-K for the fiscal year ended March 28, 2015 (the "Fiscal 2015 10-K"))†] |

| [removed: 10.14*] [added: 10.8] | | Amendment No. 1 to the Employment Agreement, effective as of June 24, 2014, between Ralph Lauren Corporation and Valérie [removed: Hermann†] [added: Hermann (filed as Exhibit 10.14 to the Fiscal 2015 10-K)†] |

| [removed: 10.15*] [added: 10.9] | | Amendment No. 2 to the Employment Agreement, effective as of March 29, 2015, between Ralph Lauren Corporation and Valérie [removed: Hermann†] [added: Hermann (filed as Exhibit 10.15 to the Fiscal 2015 10-K)†] |

| [removed: 10.16] [added: 10.20] | | Amended and Restated Employment Agreement, effective as of March 1, 2014, between the Company and Mitchell A. Kosh (filed as Exhibit 10.1 to the Form 8-K dated February 11, 2014)† |

| [removed: 10.17] [added: 10.21] | | Amended and Restated Employment Agreement, effective as of April 1, 2015, between Ralph Lauren Corporation and Mitchell A. Kosh (filed as Exhibit 10.3 to the Form 8-K dated April 6, 2015)† |

| [removed: 10.18] [added: 10.10] | | Amended and Restated Employment Agreement, effective as of April [removed: 1, 2015,] [added: 4, 2016,] between Ralph Lauren Corporation and [removed: Robert L. Madore] [added: Valérie Hermann] (filed as Exhibit [removed: 10.4] [added: 10.1] to the Form 8-K dated [removed: April 6, 2015)†] [added: May 4, 2016)†] |

| [removed: 10.19] [added: 10.23] | | Non-Qualified Stock Option Agreement, dated as of June 8, 2004, between the Company and Ralph Lauren (filed as Exhibit 10.14 to the Company's Annual Report on Form 10-K for the fiscal year ended April 2, 2005 (the "Fiscal 2005 10-K"))† |

| [removed: 10.20] [added: 10.24] | | Restricted Stock Unit Award Agreement, dated as of June 8, 2004, between the Company and Ralph Lauren (filed as Exhibit 10.15 to the Fiscal 2005 10-K)† |

| [removed: 10.21] [added: 10.25] | | Executive Officer Annual Incentive Plan, as amended as of August 9, 2012 (filed as Appendix B to the Company's Definitive Proxy Statement dated July 2, 2012)† |

| [removed: 10.27] [added: 10.26] | | 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 dated August 12, 2004)† |

| [removed: 10.28] [added: 10.27] | | Amendment, as of June 30, 2006, to the 1997 Long-Term Stock Incentive Plan, as Amended and Restated as of August 12, 2004 (filed as Exhibit 10.4 to the Form 10-Q for the quarterly period ended July 1, 2006)† |

| [removed: 10.29] [added: 10.28] | | Amendment No. 2, dated as of May 21, 2009, to the 1997 Long-Term Stock Incentive Plan, as Amended and Restated as of August 12, 2004 (filed as Exhibit 10.26 to the Company's Annual Report on Form 10-K for the fiscal year ended March 28, 2009)† |

| [removed: 10.30] [added: 10.29] | | Amended and Restated 2010 Long-Term Incentive Plan, amended as of August 8, 2013 (filed as Exhibit 10.1 to the Form 10-Q for the quarterly period ended June 29, 2013)† |

| [removed: 10.31] [added: 10.30] | | Cliff Restricted Performance Share Unit Award Overview containing the standard terms of [added: cliff] restricted performance share [added: unit] awards under the [removed: 1997] [added: Amended and Restated 2010] Long-Term Stock Incentive Plan (filed as Exhibit [removed: 10.1] [added: 10.25] to the [removed: Form 10-Q for the quarterly period ended July 1, 2006)†] [added: Fiscal 2014 10-K)†] |

| [removed: 10.32] [added: 10.31] | | Pro-Rata Restricted Performance Share Unit Award Overview containing the standard terms of restricted performance share [added: unit] awards under the [removed: 1997] [added: Amended and Restated 2010] Long-Term Stock Incentive Plan (filed as Exhibit [removed: 10.3] [added: 10.26] to the [removed: Form 10-Q for the quarterly period ended July 1, 2006)†] [added: Fiscal 2014 10-K)†] |

| [removed: 10.33] [added: 10.32] | | Stock Option Award Overview [removed: - U.S.] containing the standard terms of stock option awards under the [removed: 1997] [added: Amended and Restated 2010] Long-Term Stock Incentive Plan (filed as Exhibit [removed: 10.2] [added: 10.27] to the [removed: Form 10-Q for the quarterly period ended July 1, 2006)†] [added: Fiscal 2014 10-K)†] |

| [removed: 10.34] [added: 10.33] | | Cliff Restricted Performance Share Unit [added: with TSR Modifier] Award Overview containing the standard terms of cliff restricted performance share unit awards under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit [removed: 10.25] [added: 10.28] to the Fiscal 2014 10-K)† |

| 10.35 | | [removed: Pro-Rata] [added: Form of Performance-Based] Restricted [removed: Performance Share] [added: Stock] Unit Award [removed: Overview containing the standard terms of restricted performance share unit awards] [added: Agreement] under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit [removed: 10.26] [added: 10.39] to the Fiscal [removed: 2014] [added: 2015] 10-K)† |

| 10.36 | | [added: Form of Restricted] Stock [removed: Option] [added: Unit] Award [removed: Overview containing the standard terms of stock option awards] [added: Agreement] under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit [removed: 10.27] [added: 10.1] to the [removed: Fiscal 2014 10-K)†] [added: Form 10-Q dated August 6, 2015)†] |

| [removed: 10.37] [added: 10.34] | | [removed: Cliff Restricted] [added: Form of] Performance Share Unit [removed: with TSR Modifier] Award [removed: Overview containing the standard terms of cliff restricted performance share unit awards] [added: Agreement] under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit [removed: 10.28] [added: 10.38] to the Fiscal [removed: 2014] [added: 2015] 10-K)† |

| [removed: 10.38*] [added: 10.37*] | | Form of [removed: Performance Share Unit] [added: Non-Employee Director Restricted Stock] Award Agreement under the Amended and Restated 2010 Long-Term Stock Incentive Plan† |

| [removed: 10.40] [added: 10.38] | | Amended and Restated Credit Agreement, dated as of February 11, 2015, among Ralph Lauren Corporation, Acqui Polo C.V., Polo Fin B.V. 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., [removed: HSBS] [added: HSBC] Bank USA, N.A. and Deutsche Bank Securities Inc., as co-documentation agents, and JPMorgan Chase Bank, N.A., as administrative agent [added: (the "2015 Credit Agreement")] (filed as Exhibit 10.1 to the Form 8-K dated February 18, 2015) |

| [removed: 10.41] [added: 10.40] | | Amended and Restated Polo Ralph Lauren Supplemental Executive Retirement Plan (filed as Exhibit 10.1 to the Company's Form 10-Q for the quarterly period ended December 31, 2005)† |

| 31.1* | | Certification of [removed: Ralph Lauren] [added: Stefan Larsson] required by 17 CFR 240.13a-14(a) |

| 32.1* | | Certification of [removed: Ralph Lauren] [added: Stefan Larsson] Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |

| 101* | | Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets at [removed: March 28, 2015] [added: April 2, 2016] and March [removed: 29, 2014,] [added: 28, 2015,] (ii) the Consolidated Statements of Income for the fiscal years ended [added: April 2, 2016,] March 28, 2015, [added: and] March 29, 2014, [removed: and March 30, 2013,] (iii) the Consolidated Statements of Comprehensive Income for the fiscal years ended [added: April 2, 2016,] March 28, 2015, [added: and] March 29, 2014, [removed: and March 30, 2013,] (iv) the Consolidated Statements of Cash Flows for the fiscal years ended [added: April 2, 2016,] March 28, 2015, [added: and] March 29, 2014, [removed: and March 30, 2013,] (v) the Consolidated Statements of Equity for the fiscal years ended [added: April 2, 2016,] March 28, 2015, [added: and] March 29, 2014, and [removed: March 30, 2013, and] (vi) the Notes to the Consolidated Financial Statements. |

| | | [added: Corporate] Senior Vice President and Chief Financial Officer |

| [added: (Principal Executive Officer)] | | (Principal Financial and Accounting Officer) |

| Date: May [removed: 15, 2015] [added: 19, 2016] | | |

| /S/ RALPH LAUREN | | [removed: Chairman of the Board, Chief] Executive [removed: Officer] [added: Chairman, Chief Creative Officer,] and Director [removed: (Principal Executive Officer)] | | May [removed: 15, 2015] [added: 19, 2016] |

| /S/ [removed: JACKWYN L. NEMEROV] [added: STEFAN LARSSON] | | [removed: President &] [added: President,] Chief [removed: Operating Officer] [added: Executive Officer,] and Director [added: (Principal Executive Officer)] | | May [removed: 15, 2015] [added: 19, 2016] |

| /S/ ROBERT L. MADORE | | [added: Corporate] Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | May [removed: 15, 2015] [added: 19, 2016] |

| 4.3 | | Second Supplemental Indenture, dated as of August 18, 2015, by and between Ralph Lauren Corporation and Wells Fargo Bank, National Association (filed as Exhibit 4.2 to the Form 8-K dated August 13, 2015) |

| 10.6 | | Employment Agreement, dated as of September 25, 2015, between Ralph Lauren Corporation and Stefan Larsson (filed as Exhibit 10.2 to the Form 8-K dated September 25, 2015)† |

| 10.15 | | Employment Separation Agreement and Release, between Ralph Lauren Corporation and Jackwyn Nemerov (filed as Exhibit 10.1 to the Form 8-K dated October 21, 2015)† |

| | 65 | |

| 10.19 | | Employment Separation Agreement and Release, between Ralph Lauren Corporation and Christopher Peterson (filed as Exhibit 10.1 to the Form 8-K dated February 25, 2016)† |

| 10.22 | | Employment Separation Agreement and Release, between Ralph Lauren Corporation and Mitchell A. Kosh (filed as Exhibit 10.1 to the Form 8-K dated October 1, 2015)† |

| | 66 | |

| 10.39* | | First Amendment to the 2015 Credit Agreement, dated as of March 22, 2016, among Ralph Lauren Corporation, Acqui Polo C.V., RL Finance B.V. (formerly known as Polo Fin B.V.) and Ralph Lauren Asia Pacific Limited, as the borrowers, the lenders parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents parties thereto |

| 14.2 | | Code of Business Conduct and Ethics of the Company, as amended and restated on August 6, 2015 (filed as Exhibit 14.1 to the Form 10-Q dated August 6, 2015) |

| | 67 | |

| Stefan Larsson | | | | |

| /s/ DAVID LAUREN | | Executive Vice President of Global Advertising, Marketing, and Communications, and Director | | May 19, 2016 |

| EX-10.37 | | |

| | | April 2, 2016 | | | | March 28, 2015 | | |

| Licensing revenue | | 175 | | | | 169 | | | | 166 | | |

| Impairment of assets | | (49 | | ) | | (7 | | ) | | (1 | | ) |

| Net income | | $ | 396 | | | $ | 702 | | | $ | 776 | |

| Net gains (losses) on cash flow hedges | | (55 | | ) | | 47 | | | | (27 | | ) |

| Net income | | $ | 396 | | | $ | 702 | | | $ | 776 | |

| Balance at April 2, 2016 | | 126.9 | | | $ | 1 | | | $ | 2,258 | | | $ | 6,015 | | | 44.0 | | | $ | (4,349 | ) | | $ | (181 | ) | | $ | 3,744 | |

For certain RSU awards granted to retirement-eligible employees, or employees who will become retirement-eligible prior to the end of the awards' respective stated vesting periods, the related stock-based compensation expense is recognized on an accelerated basis over a term commensurate with the period that the employee is required to provide service in order to vest in the award.

Cash Flow Hedges

Changes in the fair value of a derivative instrument or the carrying value of a non-derivative instrument that is designated as a hedge of a net investment in a foreign operation are reported in the same manner as a translation adjustment, to the extent it is effective.

In assessing the effectiveness of a derivative financial instrument that is designated as a hedge of a net investment, the Company uses a method based on changes in spot rates to measure the impact of foreign currency exchange rate changes on both its foreign subsidiary net investment and the related hedging instrument.

If the notional amount of the instrument designated as the hedge of a net investment is greater than the portion of the net investment being hedged, hedge ineffectiveness is recognized immediately in earnings within foreign currency gains (losses).

To the extent the instrument remains effective, changes in its value are recorded in equity as foreign currency translation gains (losses), a component of AOCI, and are recognized in earnings within foreign currency gains (losses) only upon the sale or liquidation of the hedged net investment.

Fair Value Hedges

Changes in the fair value of a derivative instrument that is designated as a fair value hedge, along with offsetting changes in the fair value of the related hedged item attributable to the hedged risk, are recorded in earnings.

Hedge ineffectiveness is recorded in earnings to the extent that the change in the fair value of the hedged item does not offset the change in the fair value of the hedging instrument.

Improvements to Employee Share-Based Payment Accounting

ASU 2016-09 simplifies several aspects related to how share-based payments are accounted for and presented in the financial statements, including the accounting for forfeitures and tax-effects related to share-based payments at settlement, and the classification of excess tax benefits and shares surrendered for tax withholdings in the statement of cash flows.

ASU 2016-09 is effective for the Company beginning in its fiscal year 2018, with early adoption permitted.

The adoption methodology (i.e., prospective, retrospective, or modified-retrospective) varies by amendment.

The Company is currently in the process of evaluating the impact that ASU 2016-09 will have on its consolidated financial statements and related disclosures.

In February 2016, the FASB issued ASU No. 2016-02, "Leases" ("ASU 2016-02").

ASU 2016-02 is effective for the Company beginning in its fiscal year 2020, with early adoption permitted, and must be adopted using a modified retrospective approach which requires application of the guidance at the beginning of the earliest comparative period presented.

The Company is currently in the process of evaluating the impact that ASU 2016-02 will have on its consolidated financial statements and related disclosures, but expects that it will result in a significant increase to its long-term assets and liabilities.

Balance Sheet Classification of Deferred Taxes

In November 2015, the FASB issued ASU No. 2015-17, "Balance Sheet Classification of Deferred Taxes" ("ASU 2015-17").

ASU 2015-17 requires entities to classify all deferred tax asset and liability balances, together with any related valuation allowance, as non-current on the consolidated balance sheet.

| 10.22 | | Restricted Stock Unit Award Agreement, dated as of July 1, 2004, between the Company and Roger N. Farah (filed as Exhibit 10.18 to the Fiscal 2005 10-K)† |

| 10.23 | | Amendment No. 1, dated as of December 23, 2008, to the Restricted Stock Unit Award Agreement between the Company and Roger N. Farah (filed as Exhibit 10.2 to the Form 10-Q for the quarterly period ended December 27, 2008)† |

| 10.24 | | Restricted Stock Award Agreement, dated as of July 23, 2002, between the Company and Roger N. Farah (filed as Exhibit 10.19 to the Fiscal 2005 10-K)† |

| 10.25 | | Non-Qualified Stock Option Agreement, dated as of July 23, 2002, between the Company and Roger N. Farah (filed as Exhibit 10.20 to the Fiscal 2005 10-K)† |

| 10.26 | | Deferred Compensation Agreement, dated as of September 19, 2002, between the Company and Roger N. Farah (filed as Exhibit 10.21 to the Fiscal 2005 10-K)† |

| 10.39* | | Form of Performance-Based Restricted Stock Unit Award Agreement under the Amended and Restated 2010 Long-Term Stock Incentive Plan† |

| | |

| --- | --- |

| | 70 | |

| Jackwyn L. Nemerov | | | | |

| /s/ DAVID LAUREN | | Director | | May 15, 2015 |

| | 71 | |

| | 72 | |

| EX-10.9 | | |

| EX-10.13 | | |

| EX-10.14 | | |

| EX-10.15 | | |

| EX-10.38 | | |

| Balance at March 31, 2012 | | 121.9 | | | $ | 1 | | | $ | 1,624 | | | $ | 4,043 | | | 29.2 | | | $ | (2,212 | ) | | $ | 197 | | | $ | 3,653 | |

| Repurchases of common stock | | | | | | | | | (50 | | ) | (c) | | | | | 3.4 | | | (497 | | ) | | | | | | (547 | | ) |

| | | | | | | | | | |

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

The Company accounts for its 50% interest in the RL Watch Company under the equity method of accounting.

Forward Foreign Currency Exchange Contracts

Presentation of Debt Issuance Costs

ASU 2015-03 requires that debt issuance costs be presented as a direct deduction from the carrying amount of the related debt liability, consistent with the presentation of debt discounts.

Prior to the issuance of ASU 2015-03, debt issuance costs were required to be presented as deferred charge assets, separate from the related debt liability.

ASU 2015-03 does not change the recognition and measurement requirements for debt issuance costs.

The adoption of ASU 2015-03 resulted in the reclassification of $2 million of unamortized debt issuance costs related to the Company's Senior Notes (see Note 14) from other non-current assets to long-term debt within its consolidated balance sheets as of both March 28, 2015 and March 29, 2014.

Other than this reclassification, the adoption of ASU 2015-03 did not have an impact on the Company's consolidated financial statements.

Accounting for Share-Based Payments

In June 2014, the FASB issued ASU No. 2014-12, "Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period" ("ASU 2014-12").

ASU 2014-12 clarifies the accounting for certain share-based compensation awards by requiring that a performance target that affects an award's vesting and that could be achieved after the requisite service period be treated as a performance condition.

As such, the performance target should not be reflected in estimating the award's grant-date fair value and the related compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved.

ASU 2014-12 is effective for the Company beginning in its fiscal year 2017, with early adoption permitted, and may be applied prospectively to all awards granted after the effective date, or retrospectively to all awards outstanding as of the beginning of the earliest annual period presented.

Adoption of ASU 2014-12 is not expected to have a significant impact on the Company's consolidated financial statements.

However, the FASB has proposed a one-year deferral of the effective date, which is currently subject to approval.

Proposed Amendments to Current Accounting Standards

The FASB is currently working on amendments to existing accounting standards governing a number of areas including, but not limited to, accounting for leases.

The comment period for the Exposure Draft ended in September 2013, and the FASB has now substantially completed its redeliberations on certain portions of the proposal.