Ralph Lauren (RL) 10-K risk factor changes: FY2017 vs FY2016

Recent changes in our executive and senior management [removed: team] [added: team, including the departure of Mr. Stefan Larsson and the appointment of Mr. Patrice Louvet,] may be disruptive to, or cause uncertainty in, our business, results of operations, financial condition, and the market price of our common stock.

In addition to [removed: these recent changes,] [added: Mr. Larsson's departure,] certain [added: other] members of our executive and senior management team have [removed: departed,] [added: departed in recent years,] and we plan to continue to implement other management [added: and organizational] 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 [removed: business.][added: business and future strategic direction.]

The departure of certain key [removed: executives] [added: executives, including Mr. Larsson,] and the failure to ensure a smooth transition and effective transfer of knowledge involving senior employees could hinder [added: or delay] our strategic planning and [removed: execution.][added: execution, as well as adversely affect our ability to attract and retain experienced and talented employees.]

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

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

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

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

| • | attrition beyond any planned reduction in [removed: workforce.] [added: workforce; and] |

If we are not successful in implementing and managing our restructuring plans, we may not be able to achieve targeted operating [removed: enhancements] [added: enhancements, sales growth,] and/or cost reductions, which could adversely impact our business, results of operations, and financial condition.

Implementation of our growth strategy involves the continuation and expansion of our [removed: retail] [added: multi-channel] distribution network on a global basis, including our e-commerce operations, which is subject to many [removed: factors beyond] [added: factors, including, but not limited to,] our [removed: control.][added: ability to:]

[removed: In addition, the success of our e-commerce operations depends on our ability to] [added: | • |] maintain and upgrade our e-commerce platform to provide our customers with a seamless shopping [removed: experience.][added: experience (see "Risks and uncertainties associated with the implementation of information systems may negatively impact our business"). |]

[removed: Further,] [added: In addition,] as we continue to expand and increase the global presence of our e-commerce business, sales from our brick and mortar stores and wholesale channels of distribution in areas where e-commerce sites are introduced may decline due to changes in consumer shopping habits and cannibalization.

Achievement of our growth strategy [removed: requires] [added: may require] investment in new capabilities, distribution channels, and [removed: technologies worldwide.][added: technologies.]

Although we believe that our [added: growth] strategy will lead to long-term growth in revenue and profitability, [added: there can be no assurance regarding] the [added: timing of or extent to which we will realize the] anticipated [removed: benefits may not be fully realized.][added: benefits, if at all.]

For example, we [removed: are in] [added: recently completed] the [removed: process of implementing] [added: implementation] a global operating and financial reporting information technology system, SAP, as part of a multi-year plan to integrate and upgrade our operational and financial systems and [removed: processes, which began during our fiscal year ended April 2, 2011.][added: processes.]

We substantially completed the migration of our North America operations to SAP during Fiscal 2015, and [removed: we are currently in] the [removed: process of executing the] migration of our [removed: European] [added: Europe] operations to [removed: SAP, which is expected to be] [added: SAP was] completed during [added: the first quarter of] Fiscal [removed: 2017.][added: 2018.]

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

Implementation of new information systems, such as the global [removed: e-commerce platform and global] operating and financial reporting system [removed: currently being] [added: recently] implemented, [added: or the transition to a new e-commerce platform,] involves risks and uncertainties.

Any disruptions, delays, or deficiencies in the [removed: design] [added: design, implementation,] or [removed: implementation] [added: transition] 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 affect our ability to timely report our financial results, all of which could materially adversely affect our business, results of operations, and financial condition.

A data security or privacy breach could damage our reputation and our relationships with our [removed: customers,] [added: customers or employees,] expose us to litigation risk, and adversely affect our business.

As these threats develop and grow, we may find it necessary to make significant further investments to protect data and [removed: infrastructure.][added: our infrastructure, including the deployment of additional personnel and protection-related technologies, engagement of third-party consultants, and training of employees.]

We also utilize an automated replenishment system to facilitate the processing of basic replenishment orders from our [removed: Retail segment] [added: retail business] and our wholesale customers, the movement of goods through distribution channels, and the collection of information for planning and forecasting.

In addition, we have e-commerce and other [added: informational] Internet websites in North America, Europe, and Asia, including Australia and New Zealand, and have plans for additional e-commerce sites in [removed: Asia and] other parts of the world.

Despite our preventative efforts, our systems are vulnerable to damage or interruption from, among other things, security breaches, computer viruses, [added: technical] malfunctions, [removed: or] [added: inadequate system capacity,] power [removed: outages.][added: outages, and usage errors by our employees.]

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

If that occurs, we may be forced to rely on [removed: markdowns or] [added: markdowns,] promotional [removed: sales] [added: sales, destruction, or donations] to dispose of excess, slow-moving inventory, which may [removed: harm] [added: negatively impact] our [removed: business and] [added: overall profitability and/or] impair the image of our brands.

Our ability to conduct business [removed: in international markets] [added: globally] may be affected by [added: a variety of] legal, regulatory, political, and economic risks.

Our ability to capitalize on growth in new international markets and to maintain our current level of operations in our existing [removed: international] markets is subject to certain risks associated with operating in various [removed: international locations.][added: locations around the globe.]

| • | [removed: compliance] [added: complying] with [added: a variety of] U.S. and [removed: other country laws relating to] foreign [removed: operations,] [added: laws and regulations,] including, but not limited to, [added: trade, labor, and product safety trading restrictions, as well as] the Foreign Corrupt Practices Act, which prohibits U.S. companies from making improper payments to foreign officials for the purpose of obtaining or retaining business, and [added: similar foreign country laws, such as] the U.K. Bribery Act, which prohibits U.K. and related companies from any form of bribery; |

| • | adapting to local customs and culture; [removed: and] |

| • | political instability and terrorist attacks; [added: and] |

| • | changes in diplomatic and trade relationships; [removed: and] |

Changes in regulatory, geopolitical, social, economic, or monetary policies and other [removed: factors, including those which may result from the outcome of the 2016 U.S. presidential election, if any,] [added: factors] 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.

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

In Fiscal [removed: 2016,] [added: 2017,] over 97% of our products (by dollar value) were produced outside of the U.S., primarily in Asia, Europe, and Latin America.

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

| • | the imposition of additional regulations relating to imports or exports, and costs of complying with [added: such regulations and other] laws relating to the identification and reporting of the sources of minerals used in our products; |

| • | the imposition of additional duties, taxes, and other charges on imports or [removed: exports;] [added: exports, such as a potential U.S. border-adjustment tax;] |

| • | disruptions of shipping and international trade caused by natural and man-made [removed: disasters;] [added: disasters, labor strikes, or other unforeseen events;] |

Consistent with our announcement on February 2, 2017, Mr. Stefan Larsson departed as the Company's President and CEO and as a member of our Board of Directors, effective as of May 1, 2017.

Subsequently, on May 17, 2017, we announced that Mr. Patrice Louvet will be appointed as the Company's new President and CEO and as a member of our Board of Directors, effective as of July 10, 2017 or such date as may be mutually agreed upon by the parties.

Our ability to continue to execute our long-term growth strategy, including our Way Forward Plan initiatives, may be adversely affected or delayed by the uncertainty associated with the transition to a successor CEO.

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

Our failure to achieve targeted operating enhancements, sales growth, and/or cost reductions could also result in the implementation of additional restructuring-related activities, which may be dilutive to our earnings in the short term.

In connection with our Way Forward Plan, we have developed a long-term growth strategy with the objective of delivering sustainable, profitable growth and long-term value creation for shareholders.

We plan to refocus on our core brands and evolve our product, marketing, and shopping experience to increase desirability and relevance.

We also intend to evolve our operating model by significantly improving quality of sales, reducing supply chain lead times, improving our sourcing, and executing a disciplined multi-channel distribution and expansion strategy.

Our growth strategy also includes the rightsizing of our cost structure and implementation of a return on investment-driven financial model, as well as continuing to strengthen our leadership team.

Our ability to successfully execute our growth strategy is subject to various risks and uncertainties, as described within this "Risk Factors" section of our Form 10-K.

Our failure to realize the anticipated benefits, which may be due to our inability to execute the various elements of our growth strategy, changes in consumer preferences, competition, economic conditions, and other risks described herein, could have a material adverse effect on our business, financial condition, and results of operations.

Our failure could also result in the implementation of additional restructuring-related activities, which may be dilutive to our earnings in the short term.

In addition, we may also incur other costs associated with the execution of our growth strategy, including restructuring-related charges, which may also be dilutive to our earnings in the short term.

There can be no assurance regarding the timing of or extent to which we will realize the anticipated benefits of these investments and other costs, if at all.

See Item 1 — "Business — Objectives and Opportunities" for additional discussion regarding our growth strategy.

We may not be successful in the expansion of our multi-channel distribution network.

| • | identify new markets where our products and brand will be accepted by consumers; |

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

| • | negotiate acceptable lease terms, including desired tenant improvement allowances; |

| • | efficiently build-out stores and shop-within-shop locations; |

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

| • | hire, train, and retain competent store personnel; |

| • | integrate new stores and shop-within-shops into our existing systems and operations; and |

Any of these challenges could delay or otherwise prevent us from successfully executing our distribution expansion strategy.

There can be no assurance that our new stores and shop-within-shops will be successful and profitable or if the capital costs associated with the build-out of such new locations will be recovered.

Our failure to adequately address any of these challenges could result in reduced market share or sales or increased costs, which could adversely affect our business, results of operations, and financial condition.

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

Although we have shortened lead times for the design, sourcing, and production of certain of our product lines, we expect to continue to place orders with our vendors for the majority of our products in advance of the related selling season.

Our failure to continue to shorten lead times or to correctly anticipate consumer preferences and demand could result in the build-up of excess inventory.

Further, we have plans to transition our e-commerce operations to a third-party cloud-based platform during Fiscal 2018.

For additional discussion of risks related to our information systems, see "Our business could suffer if our computer systems and websites are disrupted or cease to operate effectively."

The increased use of smartphones, tablets, and other devices may also heighten these and other operational risks.

The retail industry in particular has been the target of many recent cyber-attacks, which are becoming increasingly more difficult to anticipate and prevent due to their rapidly evolving nature.

| • | the imposition of additional duties, tariffs, taxes, and other charges or other barriers to trade; |

For example, the U.S. is considering a comprehensive tax reform, which could include a border-adjustment tax or other increased taxes on imports, a limit on the ability to defer U.S. taxation on foreign earnings until those earnings are repatriated to the U.S., and a lower U.S. federal tax rate.

The Organisation for Economic Co-operation and Development, which represents a coalition of member countries, is also supporting changes to numerous long-standing tax principles through its Base Erosion and Profit Shifting project, which is focused on a number of issues, including the shifting of profits among affiliated entities located in different tax jurisdictions.

In addition to these proposed tax reforms, the U.S. is also considering potential changes to its participation in, or the renegotiation of, certain international trade agreements, such as the North American Free Trade Agreement.

We cannot predict which, if any, of these proposals will be enacted into law or the resulting impact any such enactment will have on our consolidated financial statements.

However, if new legislation were enacted, it could have a material adverse effect on our business, results of operations, and financial condition.

Additionally, in June 2016, voters in the United Kingdom approved an advisory referendum to withdraw from the European Union, commonly referred to as "Brexit." Subsequently, in March 2017, the United Kingdom's government invoked Article 50 of the Treaty on European Union, which formally triggered the two-year negotiation process to exit the European Union.

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.

| | 20 | |

As part of our 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 stores and, from time to time, strategically acquiring or integrating into our existing operations select businesses previously held by our licensees, as well as to enhance our operations by creating a more demand-driven supply chain and right-sizing our cost structure.

We may have difficulty integrating acquired businesses into our operations, hiring and retaining qualified key employees, or otherwise successfully managing such expansion.

Furthermore, we may not be able to successfully integrate the business of any licensee that we acquire into our own business, we may incur additional costs, and we may fail to achieve any expected cost savings or synergies from such integration.

We may not be able to procure, purchase, or lease desirable freestanding or department store locations, renew and maintain existing freestanding store leases and department store locations on acceptable terms, or secure suitable replacement locations.

The lease negotiation, as well as the number and timing of new stores and shop-within-shop locations actually opened during any given period and their associated contribution to net income for the period, depends on a number of factors including, but not limited to: (i) the availability of suitable financing to us and our landlords; (ii) the timing of the delivery of the leased premises to us from our landlords in order to commence build-out construction activities; (iii) our ability and our landlords' ability to obtain all necessary governmental licenses and permits to construct and operate our stores on a timely basis; (iv) our ability to manage the construction and development costs of new stores; (v) the rectification of any unforeseen engineering or environmental problems with the leased premises; (vi) adverse weather conditions during the construction period; and (vii) the hiring and training of qualified operating personnel in the local market.

While we continue to explore new markets and are always evaluating new potential locations, any of the above factors could have an adverse impact on our business, results of operations, and financial condition.

In Europe, we lack the large wholesale distribution channels we have in the U.S., and we may have difficulty developing and maintaining successful distribution strategies and alliances in certain major European countries.

In Asia, our primary mode of distribution is via a network of shops located within leading department stores.

As we operate a direct-to-consumer business in this region and face established competitors, who in some cases maintain licensing relationships with such department stores, we may have difficulty in successfully retaining this network and expanding into alternate distribution channels.

In addition, certain of the international countries in which we operate, particularly in Asia, have unique operational characteristics that vary from the U.S., including but not limited to employment and labor, transportation, logistics, acquiring store locations, and legal requirements, which may pose challenges to the execution and success of our related growth strategies.

Further, macroeconomic trends may not be favorable and could limit our ability to implement our growth strategies in select geographies where we have foreign operations, such as Europe, Asia, Australia, New Zealand, Canada, and Latin America.

In addition, we may continue to incur costs in connection with repositioning our business in certain geographic areas, including in Asia.

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.

| • | the burdens of complying with a variety of foreign laws and regulations, including trade, labor, and product safety trading restrictions; |

| • | new tariffs or other barriers in certain international markets. |

We are also subject to general political and economic risks in connection with our international operations, including:

We cannot predict whether quotas, duties, taxes, or other similar restrictions will be imposed by the U.S., the European Union, Asia, or other countries upon the import or export of our products in the future, or what effect any of these actions would have, if any, on our business, results of operations, and financial condition.

| • | significant delays in the delivery of cargo due to security considerations; |

The heightened state of uncertainty surrounding the global economy continues to impact businesses around the world.

The current global political and economic environments have resulted in continued economic unpredictability in the U.S., Europe, and Asia.

| • | commodity prices; |

The domestic and international political situation also affects consumer confidence.

| • | anticipating and responding to changing consumer demands in a timely manner; |

| • | appropriately pricing products; |

| • | creating an acceptable value proposition for retail customers; |

licensing partners are also made to our largest customers.

As such, Fiscal [added: 2017 ended on April 1, 2017 and was a 52-week period; Fiscal] 2016 ended on April 2, 2016 and was a 53-week period; Fiscal 2015 ended on March 28, 2015 and was a 52-week period; and Fiscal [removed: 2014 ended] [added: 2018 will end] on March [removed: 29, 2014] [added: 31, 2018] and [removed: was also] [added: will be] a 52-week period.

MD&A is provided as a supplement to the accompanying [removed: audited] consolidated financial statements and footnotes to help provide an understanding of our results of operations, financial condition, and liquidity.

| • | Overview. This section provides a general description of our business, [removed: current trends and outlook,] [added: global economic developments,] and a summary of our financial performance for Fiscal [removed: 2016.] [added: 2017.] 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: 2016 as compared to Fiscal 2015] [added: 2017] and Fiscal [removed: 2015] [added: 2016] as compared to [removed: Fiscal 2014.] [added: the respective prior fiscal year.] |

| • | Financial condition and liquidity. This section provides a discussion of our financial condition and liquidity as of April [removed: 2, 2016,] [added: 1, 2017,] 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: 2016] [added: 2017] and Fiscal [removed: 2015] [added: 2016] as compared to the respective prior fiscal year; (iii) an analysis of our liquidity, including the availability under our commercial paper borrowing program and credit facilities, common stock repurchases, payments of dividends, and our outstanding debt and covenant compliance; and (iv) a summary of our contractual and other obligations as of April [removed: 2, 2016.] [added: 1, 2017.] |

| • | 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 April [removed: 2, 2016.] [added: 1, 2017.] |

| • | Critical accounting policies. This section discusses accounting policies considered to be important to our results of operations and financial condition, which typically require significant judgment and estimation on the part of management in their application. In addition, all of our significant accounting policies, including our critical accounting policies, are summarized in Note 3 to the accompanying [removed: audited] consolidated financial statements. |

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

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

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

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

[removed: Our Licensing business, which represented approximately 2% of our Fiscal 2016 net revenues, consists of royalty-based arrangements under which] [added: In addition,] 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, fragrances, and home furnishings.

[removed: 37%] [added: Approximately 40%] of our Fiscal [removed: 2016] [added: 2017] net revenues were earned outside of the U.S. See Note [removed: 21] [added: 20] to the accompanying [removed: audited] consolidated financial statements for [removed: a summary] [added: further discussion] of [removed: net revenues, operating income, and total assets by reportable segment, as well as net revenues and long-lived assets by geographic location.][added: our segment reporting structure.]

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

Certain worldwide events, including political unrest, [removed: disease epidemics,] [added: acts of terrorism,] monetary policy changes, and currency and commodity price [removed: volatility, as well as China's recent economic slowdown, continue to impact consumer confidence and] [added: changes, increase volatility in] the global [removed: economy as a whole, as well as the world's stock markets.][added: economy.]

While certain geographic regions are withstanding these pressures better than others, the level of consumer travel and spending on discretionary items remains constrained in certain markets, with trends likely to continue [removed: in 2016.][added: throughout calendar 2017 and potentially beyond.]

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

Furthermore, our results have been, and are expected to continue to be, [removed: negatively] impacted by [removed: unfavorable] foreign exchange rate fluctuations.

Although we continue to expect that the dilutive effects of investments that we are making in our business [added: and our quality of sales initiatives] will create operating [removed: margin] [added: profit] pressure in the near-term, we expect that these initiatives will create longer-term shareholder value.

In Fiscal [removed: 2016,] [added: 2017,] we reported net revenues of [removed: $7.405] [added: $6.653] billion, [added: a] net [removed: income] [added: loss] of [removed: $396] [added: $99.3] million, and net [removed: income] [added: loss] per diluted share of [removed: $4.62,] [added: $1.20,] as compared to net revenues of [removed: $7.620] [added: $7.405] billion, net income of [removed: $702] [added: $396.4] million, and net income per diluted share of [removed: $7.88] [added: $4.62] in Fiscal [removed: 2015.][added: 2016.]

The comparability of our operating results has been affected by [removed: 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] [added: restructuring-related charges, impairment] of [removed: certain litigation claims, unfavorable foreign currency effects,] [added: assets,] and [added: certain other charges, as well as] the 53rd week in Fiscal [removed: 2016,] [added: 2016 and unfavorable foreign currency effects,] all as discussed further below.

During Fiscal [removed: 2016,] [added: 2017,] net revenues declined [removed: 2.8%] [added: 10.2%] on a reported basis and [removed: increased 0.8%] [added: 9.9%] on a constant currency basis, as defined within "Transactions and Trends Affecting Comparability of Results of Operations and Financial Condition" below.

[removed: The decline in reported net revenues during Fiscal 2016 reflected lower] [added: | • | a $152.1 million] net [removed: revenues from] [added: decrease related to] our [added: North America] wholesale [added: business, reflecting lower sales across all of our major apparel] and [removed: retail] [added: accessories] businesses, [removed: primarily driven by unfavorable] [added: due in part to a decline in] foreign [removed: currency effects and] [added: tourist traffic in major metropolitan locations, which contributed to] a more competitive retail [removed: environment, partially offset by] [added: environment. This decrease also reflected net unfavorable foreign currency effects of $14.3 million, and was net of] the favorable impact of the 53rd week in Fiscal 2016, which resulted in incremental net revenues of [removed: $72 million.][added: $10.0 million; and |]

[removed: Our gross] [added: Europe operating] margin [removed: percentage] declined by 100 basis [removed: points to 56.5% during Fiscal 2016,] [added: points,] primarily [removed: driven by] [added: due to] unfavorable foreign currency effects [removed: and certain] [added: of 250 basis points, a 70 basis point decline attributable to] non-cash charges recorded in connection with the Global Reorganization Plan, [removed: partially offset by increased profitability largely attributable] [added: and a 40 basis point decline related] to [removed: favorable channel mix.][added: decreased profitability in our core retail business.]

Selling, general, and administrative ("SG&A") expenses as a percentage of net revenues increased by [removed: 250] [added: 150] basis points to [removed: 45.8%] [added: 47.3%] during Fiscal [removed: 2016,] [added: 2017,] primarily due to operating deleverage on lower net revenues [removed: due in part to unfavorable foreign currency effects,] and [removed: increased] [added: continued] investments in our [removed: stores,] [added: stores and concession shops,] facilities, and infrastructure consistent with our longer-term [removed: initiatives.][added: initiatives, partially offset by our operational discipline and cost savings associated with our restructuring activities.]

Net income declined by [removed: $306] [added: $495.7] million [added: to a loss of $99.3 million] in Fiscal [removed: 2016] [added: 2017] as compared to Fiscal [removed: 2015,] [added: 2016,] primarily due to a [removed: $453] [added: $676.7] million decrease in operating income, partially offset by a [removed: $129] [added: $161.0] million decline in our [removed: provision for] income [removed: taxes.][added: tax provision.]

The [removed: lower] [added: decrease in the] income tax provision [removed: for Fiscal 2016] was primarily [removed: driven by lower] [added: due to the decline in] pretax [removed: income and] [added: income, coupled with] a [removed: decline] [added: decrease] in our reported effective tax rate of 70 basis [removed: points.][added: points to 28.2% in Fiscal 2016 from 28.9% in Fiscal 2015.]

Net income per diluted share declined by [removed: $3.26] [added: $5.82] to [removed: $4.62] [added: a loss of $1.20] per share in Fiscal [removed: 2016] [added: 2017] as compared to Fiscal [removed: 2015, primarily] [added: 2016,] due to lower net [removed: income, partially offset by] [added: income and] lower weighted-average diluted shares outstanding during Fiscal [removed: 2016.][added: 2017.]

Our operating results during Fiscal 2016 [removed: included $142] [added: were negatively impacted by $142.5] million of pretax charges recorded in connection with the Global Reorganization Plan, [removed: $48] [added: $47.7] million of other charges primarily related to a pending customs audit and the settlement of certain litigation claims, and [removed: $22] [added: $21.6] million of other non-cash impairment charges related to underperforming stores [added: that were] subject to potential future closure, which together had an after-tax effect of reducing net income by [removed: $150 million, or approximately $1.74 per diluted share.][added: $150.1 million.]

Partially offsetting these charges was the favorable impact of the 53rd week in Fiscal 2016, which increased net income by [removed: $8 million, or approximately $0.10 per diluted share.][added: $8.3 million.]

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

We ended Fiscal [removed: 2016] [added: 2017] in a net cash and investments position (cash and cash equivalents plus short-term and non-current investments, less total debt) of [removed: $559] [added: $786.2] million, compared to [removed: $620] [added: $559.2] million as of the end of Fiscal [removed: 2015.][added: 2016.]

The [removed: decline] [added: increase] in our net cash and investments position was primarily due to our [added: operating cash flows of $952.3 million, partially offset by our] use of cash to [added: invest in our business through $284.0 million in capital expenditures, to] support Class A common stock repurchases of [removed: $500] [added: $215.2] million, including withholdings in satisfaction of tax obligations for stock-based compensation awards, [removed: to invest in our business through $418 million of capital expenditures,] and to make cash dividend payments of [removed: $170 million, partially offset by our operating cash flows of $1.007 billion during Fiscal 2016.][added: $164.8 million.]

We generated [removed: $1.007 billion] [added: $952.3 million] of cash from operations during Fiscal [removed: 2016,] [added: 2017,] compared to [removed: $894 million] [added: $1.007 billion] during Fiscal [removed: 2015.][added: 2016.]

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

Our equity declined to [removed: $3.744] [added: $3.300] billion as of April [removed: 2, 2016,] [added: 1, 2017,] compared to [removed: $3.891] [added: $3.744] billion as of [removed: March 28, 2015,] [added: April 2, 2016,] primarily due to our Class A common stock [removed: repurchases and] [added: repurchases,] dividends declared, [added: and comprehensive loss,] partially offset by [removed: our comprehensive income and] the net impact of stock-based compensation arrangements during Fiscal [removed: 2016.][added: 2017.]

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 [removed: Company from its historical channel and regional] [added: Company's operating] structure [added: in order] to [removed: 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").

[removed: In connection with the Global Reorganization Plan, we recorded total charges of $142 million during Fiscal 2016 (see] [added: See] Notes [removed: 10] [added: 9] and [removed: 11] [added: 10] to [removed: the] [added: our] accompanying [removed: audited] consolidated financial [removed: statements) and expect to incur additional charges] [added: statements for detailed discussions] of [removed: approximately $5 million during Fiscal 2017.][added: the charges recorded in connection with the Global Reorganization Plan.]

| | | April [removed: 2, 2016] [added: 1, 2017] | | | | [removed: March 28, 2015] [added: April 2, 2016] | | | | March [removed: 29, 2014] [added: 28, 2015] | | |

| Impairments of assets (see Note [removed: 10)] [added: 9)(a)] | | $ | [removed: (49] [added: (253.8] | ) | | $ | [removed: (7] [added: (48.8] | ) | | $ | [removed: (1] [added: (6.9] | ) |

We have diversified our business by geography (North America, Europe, and Asia, among other regions) and channels of distribution (wholesale, retail, and licensing).

This allows us to maintain a dynamic balance as our operating results do not depend solely on the performance of any single geographic area or channel of distribution.

Effective beginning in the fourth quarter of Fiscal 2017, we organize our business into the following three reportable segments:

| • | North America — Our North America segment, representing approximately 57% of our Fiscal 2017 net revenues, primarily consists of sales of our Ralph Lauren branded products made through our wholesale and retail businesses in the U.S. and Canada. |

| • | Europe — Our Europe segment, representing approximately 23% of our Fiscal 2017 net revenues, primarily consists of sales of our Ralph Lauren branded products made through our wholesale and retail businesses in Europe and the Middle East. |

| • | Asia — Our Asia segment, representing approximately 13% of our Fiscal 2017 net revenues, primarily consists of sales of our Ralph Lauren branded products made through our wholesale and retail businesses in Asia, Australia, and New Zealand. |

In addition to these reportable segments, we also have other non-reportable segments, representing approximately 7% of our Fiscal 2017 net revenues, which primarily consist of (i) sales of our Club Monaco branded products made through our retail businesses in the U.S., Canada, and Europe, (ii) sales of our Ralph Lauren branded products made through our wholesale business in Latin America, and (iii) royalty revenues earned through our global licensing alliances.

Global Economic Developments

Although the global economy has shown signs of modest improvement in certain geographic areas, global consumer retail traffic remains relatively weak and inconsistent.

In addition, the current domestic and international political environment, including potential changes to U.S. policies related to global trade, taxation, immigration, and healthcare, as well as the United Kingdom's decision to exit the European Union, have also resulted in greater uncertainty surrounding the future state of the global economy.

As the majority of our products are produced outside of the U.S., major changes in tax policies or trade relations could have a material adverse effect on our business or operating results.

As a result of these collective factors, among others, many retailers, including certain of our large wholesale customers, have been highly promotional and have aggressively marked down their merchandise in an attempt to offset traffic declines with increased levels of conversion.

The retail industry has also experienced numerous consolidations, restructurings, reorganizations, and other ownership changes in recent years, and we expect such changes will continue as a result of current economic conditions.

We have implemented various operating strategies to mitigate these challenges, and continue to build a foundation for long-term profitable growth.

Accordingly, we are strengthening our consumer facing areas of product, stores, and marketing and driving a more efficient operating model, including our restructuring activities, as described within "Recent Developments" below, while continually monitoring macroeconomic risks.

The decline in reported net revenues during Fiscal 2017 reflected lower net revenues from our North America, Europe, and Asia segments, and also reflected the absence of the 53rd week, which resulted in incremental net revenues of $72.2 million during Fiscal 2016.

Our gross profit as a percentage of net revenues declined by 160 basis points to 54.9% during Fiscal 2017, primarily driven by higher non-cash inventory-related charges recorded in connection with our restructuring plans and net unfavorable foreign currency effects, partially offset by increased profitability driven by favorable geographic and channel mix and our quality of sales initiatives, including lower levels of promotional activity within our international businesses.

Our operating results during Fiscal 2017 and Fiscal 2016 were negatively impacted by restructuring-related charges, impairment of assets, and certain other charges totaling $770.3 million and $211.8 million, respectively, which had an after-tax effect of reducing net income by $592.1 million and $150.1 million, respectively, or $7.10 per diluted share and $1.74 per diluted share, respectively.

In addition, our net loss during Fiscal 2017 reflected unfavorable foreign currency impacts of $63.6 million, or $0.77 per diluted share, partially offset by the favorable impact of $15.9 million, or $0.19 per diluted share, related to the reversal of an income tax reserve resulting from a change in tax law that impacted an interest assessment on a prior year withholding tax.

Net income during Fiscal 2016 reflected the favorable impact of the inclusion of the 53rd week, which increased net income by $8.3 million, or $0.10 per diluted share.

Change in Chief Executive Officer

Consistent with our announcement on February 2, 2017, Mr. Stefan Larsson departed as the Company's President and CEO and as a member of our Board of Directors, effective as of May 1, 2017.

Subsequently, on May 17, 2017, we announced that Mr. Patrice Louvet will be appointed as the Company's new President and CEO and as a member of our Board of Directors, effective as of July 10, 2017 or such date as may be mutually agreed upon by the parties.

See Note 22 to our accompanying consolidated financial statements for further discussion regarding the appointment of Mr. Louvet.

In connection with Mr. Larsson's departure, we recorded other charges of $11.4 million during Fiscal 2017 and expect to incur additional charges of approximately $6 million during Fiscal 2018.

See Note 10 to our accompanying consolidated financial statements for further discussion regarding Mr. Larsson's departure.

Way Forward Plan

On June 2, 2016, our Board of Directors approved a restructuring plan with the objective of delivering sustainable, profitable sales growth and long-term value creation for shareholders (the "Way Forward Plan").

We plan to refocus on our core brands and evolve our product, marketing, and shopping experience to increase desirability and relevance.

We also intend to evolve our operating model to enable sustainable, profitable sales growth by significantly improving quality of sales, reducing supply chain lead times, improving our sourcing, and executing a disciplined multi-channel distribution and expansion strategy.

As part of the Way Forward Plan, we plan to rightsize our cost structure and implement a return on investment-driven financial model to free up resources to invest in the brand and drive high-quality sales.

The Way Forward Plan includes strengthening our leadership team and creating a more nimble organization by moving from an average of nine to six layers of management.

The Way Forward Plan also includes the discontinuance of our Denim & Supply brand and the integration of our denim product offerings into our Polo Ralph Lauren brand.

Collectively, these actions resulted in a reduction in workforce and the closure of certain stores and shop-within-shops during Fiscal 2017, and are expected to result in gross annualized expense savings of approximately $180 million to $220 million.

On March 30, 2017, our Board of Directors approved the following additional restructuring-related activities associated with our Way Forward Plan: (i) the restructuring of our in-house global e-commerce platform which was in development and shift to a more cost-effective, flexible e-commerce platform through a new agreement with Salesforce's Commerce Cloud, formerly known as Demandware; (ii) the closure of our Polo store at 711 Fifth Avenue in New York City; and (iii) the further streamlining of the organization and the execution of other key corporate actions in line with our Way Forward Plan.

These actions, which are expected to be completed by the end of Fiscal 2018, are an important part of our efforts to achieve our stated objective to return to sustainable, profitable growth and invest in the future.

These additional restructuring-related activities will result in a further reduction in workforce and the closure of certain corporate office and store locations, and are expected to result in additional gross annualized expense savings of approximately $140 million.

In connection with the Way Forward Plan, we currently expect to incur total estimated charges of approximately $770 million, comprised of cash-related restructuring charges of approximately $450 million and non-cash charges of approximately $320 million.

Cumulative cash and non-cash charges incurred during Fiscal 2017 were $289.1 million and $277.3 million, respectively.

In addition to these charges, we also incurred an additional non-cash charge of $155.2 million during Fiscal 2017 associated with the destruction of inventory out of current liquidation channels in line with our Way Forward Plan.

Fiscal 2017 will end on April 1, 2017 and will be a 52-week period.

We classify our businesses into three segments: Wholesale, Retail, and Licensing.

Approximately

| | 35 | |

Current Trends and Outlook

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

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

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.

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

Accordingly, we continue to invest in our longer-term growth initiatives, including our restructuring activities, as described within "Recent Developments" below, while continually monitoring macroeconomic risks and remaining focused on disciplined expense management.

| | 36 | |

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.

| | 37 | |

| • | pretax asset impairment and restructuring and other charges recorded during the periods presented. A summary of the effect of these items on pretax income for each fiscal year is summarized below (references to "Notes" are to the notes to the accompanying audited consolidated financial statements): |

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).

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

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

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

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

| Income before provision for income taxes | | 552 | | | | 987 | | | | (435 | | ) | | (44.1 | %) |

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

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

| 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 | % |

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.

The decrease also included net unfavorable foreign currency effects of $168 million, primarily related to the weakening of the Euro, the Japanese Yen, the Canadian Dollar, and the Korean Won against the U.S. Dollar.

Consolidated comparable store sales information includes our Ralph Lauren stores (including concession-based shop-within-shops), factory stores, Club Monaco stores and e-commerce sites, and certain Ralph Lauren e-commerce sites.

| • | a $197 million, or 28%, net increase in non-comparable store sales, inclusive of the favorable impact of the 53rd week in Fiscal 2016, which resulted in incremental net revenues of $62 million on a reported basis. The increase also included net unfavorable foreign currency effects of $45 million. On a constant currency basis, non-comparable store sales increased by $242 million, or 34%, primarily driven by new global store openings and the expansion of our e-commerce operations within the past twelve months, which more than offset the impact of store closings. |

In addition to our stores, our Retail segment sells products online through our e-commerce channel, which includes:

| • | Our North American e-commerce sites located at www.RalphLauren.com and www.ClubMonaco.com, as well as our Club Monaco site in Canada located at www.ClubMonaco.ca; |

| • | Our Ralph Lauren e-commerce sites in Europe, including www.RalphLauren.co.uk, www.RalphLauren.fr, and www.RalphLauren.de; and |

| • | Our Ralph Lauren e-commerce sites in Asia, including www.RalphLauren.co.jp, www.RalphLauren.co.kr, www.RalphLauren.asia, and www.RalphLauren.com.au. |

Licensing revenues — Net revenues increased by $6 million, or 3.7%, during Fiscal 2016 as compared to Fiscal 2015, including net unfavorable foreign currency effects of $2 million, primarily related to the weakening of the Euro and the Japanese Yen against the U.S. Dollar.

This increase included a net favorable foreign currency effect of $110 million, primarily related to the weakening of the Euro, the Japanese Yen, and the Korean Won against the U.S. Dollar.

The $88 million net increase in SG&A expenses by functional category is as follows:

Operating Income.

Operating income decreased by $453 million, or 43.8%, to $582 million in Fiscal 2016 from $1.035 billion in Fiscal 2015.

This decrease also included a net unfavorable foreign currency effect of $112 million, primarily related to the weakening of the Euro, the Japanese Yen, and the Canadian Dollar against the U.S. Dollar.

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

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

[removed: Our Retail business, representing approximately 53% of our Fiscal 2016 net revenues, consists of sales made] [added: We also sell] 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.

[removed: Our Licensing business, representing approximately 2% of our Fiscal 2016 net revenues, consists of royalty-based arrangements under which] [added: In addition,] 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, fragrances, and home furnishings.

Approximately [removed: 37%] [added: 40%] of our Fiscal [removed: 2016] [added: 2017] net revenues were earned outside of the U.S. See Note [removed: 21] [added: 20] to the accompanying [removed: audited] consolidated financial statements for a summary of net [removed: revenues, operating income,] [added: revenues] and [removed: total assets] [added: operating income] by [removed: reportable] segment, as well as net revenues and long-lived assets by geographic location.

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

We also sell directly to customers throughout the world via our [removed: 493] [added: 466] retail stores and [removed: 583] [added: 619] concession-based shop-within-shops, as well as through our various e-commerce sites.

In addition to our directly-operated stores and shops, our international licensing partners operate [removed: 93] [added: 105] Ralph Lauren stores, [removed: 42] [added: 22] Ralph Lauren concession shops, and [removed: 133] [added: 136] Club Monaco stores and shops.

Over the past five fiscal years, we have invested approximately [removed: $1.849] [added: $1.855] billion for acquisitions and capital improvements, primarily funded through strong operating cash flow.

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: $2.373] [added: $2.177] billion and dividends paid amounted to approximately [removed: $679] [added: $770] million.

As of April [removed: 2, 2016,] [added: 1, 2017,] Mr. R. Lauren, or entities controlled by the Lauren family, held approximately [removed: 82%] [added: 83%] of the voting power of the Company's outstanding common stock.

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

Our core strengths include a portfolio of global premium lifestyle brands, a [removed: proven ability to develop] [added: strong record of developing] and [removed: extend] [added: extending] the distribution of our brands through multiple channels in global markets, [removed: a disciplined] [added: an] investment philosophy supported by a strong balance sheet, and an experienced management team.

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

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

Our products, which include apparel, accessories, and fragrance collections for men and women, as well as childrenswear and home furnishings, comprise one of the [removed: world's] most widely recognized families of consumer brands.

| • | Apparel — Our apparel products include extensive collections of men's, women's, and children's clothing, which are sold under various brand names, including Ralph Lauren Collection, Ralph Lauren Purple Label, Polo Ralph Lauren, [removed: Polo Sport,] Double RL, Lauren Ralph Lauren, [removed: Ralph by Ralph Lauren,] Polo and RLX Golf, Polo Ralph Lauren Children, [removed: Denim & Supply Ralph Lauren,] Chaps, [added: and] Club Monaco, [removed: and American Living,] among others; |

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

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

| • | Fragrance — Our fragrance [removed: products] [added: offerings] capture the essence of Ralph Lauren's men's and women's brands with numerous labels, designed to appeal to a variety of audiences. Women's fragrance products are sold under our [removed: Safari,] Ralph Lauren Blue, [removed: Lauren,] Romance collection, RALPH collection, and Big Pony collection brands. Men's 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 Oud brands; and |

| • | Restaurants — Our restaurants translate [removed: Mr. R.] [added: Ralph] Lauren's distinctive vision into places to gather with family and friends to enjoy fine food. Our [removed: restaurants] [added: restaurant concepts] include The Polo Bar [removed: and Ralph’s Coffee located] in New York City, RL Restaurant located in Chicago, [removed: and Ralph’s] [added: Ralph's] located in [removed: Paris.] [added: Paris, and our Ralph's Coffee concept, with our newest location in London.] |

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

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

Founded in 1993 and named after Ralph Lauren and his wife Ricky's "RRL" ranch in Colorado, Double RL [removed: for men and women] offers a mix of selvedge denim, vintage apparel, sportswear, and accessories, with roots in workwear and military gear.

In [removed: 2008,] [added: 2009,] Ralph Lauren, together with internationally renowned luxury group Compagnie Financière Richemont SA, [removed: launched] [added: introduced] a premier collection of timepieces through the Ralph Lauren Watch & Jewelry Co. The [removed: four pillar collections – the iconic] Ralph Lauren [removed: Stirrup, the refined Ralph Lauren Slim Classique, the Ralph Lauren Sporting, and the 867 Collection – embody Mr. Ralph Lauren's passion for impeccable quality and exquisite design.][added: Watch & Jewelry Co. also offers premier collections of fine jewelry.]

| [removed: 2.] [added: 3.] | [removed: Polo] [added: Lauren] Ralph Lauren — Our [removed: Polo Ralph] Lauren [removed: global brand] group includes: |

[removed: Polo Sport is available] [added: Ralph Lauren Home offers exclusive luxury goods] at select [removed: Polo and] Ralph Lauren stores, [removed: better department] [added: home specialty] stores, [added: trade showrooms,] and online at our [added: Ralph Lauren] e-commerce sites, including RalphLauren.com.

In the [removed: United States,] [added: U.S.,] a percentage of sales from Pink Pony products benefit the Pink Pony Fund of The Polo Ralph Lauren Foundation, which supports programs for early diagnosis, education, treatment, and research, and is dedicated to bringing patient navigation and quality cancer care to medically underserved communities.

Pink Pony primarily consists of [removed: slim-fitting] women's sportswear and [removed: accessories crafted in luxurious fabrics.][added: accessories.]

[removed: All] Pink Pony items feature our iconic pink polo player – a symbol of our commitment to the fight against cancer.

[added: | 4. |] Chaps [added: — Chaps] represents a complete lifestyle collection for the entire family and home, with casual sportswear, workday essentials, and fashionable dresses. [added: The Chaps men's, women's, and children's collections are available at select stores in the U.S., Canada, Mexico, Europe, and the United Arab Emirates. Chaps Home is available exclusively at Kohl's and online at Kohl's.com. |]

Our Wholesale [removed: Segment][added: Business]

Our [removed: Wholesale segment] [added: wholesale business] sells our products globally to leading upscale and certain mid-tier department stores, specialty stores, and golf and pro shops.

As of the end of Fiscal [removed: 2016,] [added: 2017,] our wholesale products were sold through over 13,000 doors [removed: worldwide and we invested $43 million of capital in related shop-within-shops during Fiscal 2016, primarily] [added: worldwide, with the majority] in [removed: domestic and international department and] specialty stores.

| [removed: Europe(b)] [added: Europe] | | [removed: 5,625] [added: 21] | |

| [removed: Asia(c)] [added: Asia] | | [removed: 136] [added: 42] | |

| [removed: Total] [added: Total(a)] | | [removed: 13,502] [added: 79] | |

During Fiscal [removed: 2016,] [added: 2017,] sales to our largest wholesale customer, Macy's, Inc. ("Macy's"), accounted for approximately [removed: 11% and 25%] [added: 10%] of our total net [removed: revenues and total Wholesale net revenues, respectively.][added: revenues.]

Further, during Fiscal [removed: 2016,] [added: 2017,] sales to our three largest wholesale customers, including Macy's, accounted for approximately [removed: 24% and 53%] [added: 21%] of our total net [removed: revenues and total Wholesale net revenues, respectively.][added: revenues.]

Our [removed: Wholesale segment] [added: wholesale business] maintains its primary showrooms in New York City.

We have diversified our business by geography (North America, Europe, and Asia, among other regions) and channels of distribution (wholesale, retail, and licensing).

This allows us to maintain a dynamic balance as our operating results do not depend solely on the performance of any single geographic area or channel of distribution.

Effective beginning in the fourth quarter of Fiscal 2017, we organize our business into the following three reportable segments: North America, Europe, and Asia.

In addition to these reportable segments, we also have other non-reportable segments.

See "Our Segments" for further discussion of our segment reporting structure.

In connection with our Way Forward Plan (as described in "Recent Developments"), we have developed a long-term growth strategy with the objective of delivering sustainable, profitable growth and long-term value creation for shareholders.

Our growth strategy is comprised of the following key strategic initiatives:

| • | Evolve our brand strategy, with the consumer in the center and a greater focus on our core brands; |

| • | Refocus and evolve the product, marketing, and shopping experience to increase desirability and relevance; |

| • | Develop a systematic and repeatable way of building a stronger assortment; |

| • | Develop a demand-driven supply chain; |

| • | Develop best-in-class sourcing to optimize quality, cost, speed, and flexibility; |

| • | Develop a disciplined multi-channel distribution and expansion strategy that strengthens the brand and drives high quality growth; |

| • | Rightsize our cost structure and develop a disciplined return on investment-driven financial model; and |

| • | Continue to strengthen our leadership team and culture. |

Change in Chief Executive Officer

Consistent with our announcement on February 2, 2017, Mr. Stefan Larsson departed as the Company's President and Chief Executive Officer ("CEO") and as a member of our Board of Directors, effective as of May 1, 2017.

Subsequently, on May 17, 2017, we announced that Mr. Patrice Louvet will be appointed as the Company's new President and CEO and as a member of our Board of Directors, effective as of July 10, 2017 or such date as may be mutually agreed upon by the parties.

See Note 22 to our accompanying consolidated financial statements for further discussion regarding the appointment of Mr. Louvet.

In connection with Mr. Larsson's departure, we recorded other charges of $11.4 million during Fiscal 2017 and expect to incur additional charges of approximately $6 million during Fiscal 2018.

See Note 10 to our accompanying consolidated financial statements for further discussion regarding Mr. Larsson's departure.

Way Forward Plan

On June 2, 2016, our Board of Directors approved a restructuring plan with the objective of delivering sustainable, profitable sales growth and long-term value creation for shareholders (the "Way Forward Plan").

We plan to refocus on our core brands and evolve our product, marketing, and shopping experience to increase desirability and relevance.

We also intend to evolve our operating model to enable sustainable, profitable sales growth by significantly improving quality of sales, reducing supply chain lead times, improving our sourcing, and executing a disciplined multi-channel distribution and expansion strategy.

As part of the Way Forward Plan, we plan to rightsize our cost structure and implement a return on investment-driven financial model to free up resources to invest in the brand and drive high-quality sales.

The Way Forward Plan includes strengthening our leadership team and creating a more nimble organization by moving from an average of nine to six layers of management.

The Way Forward Plan also includes the discontinuance of our Denim & Supply brand and the integration of our denim product offerings into our Polo Ralph Lauren brand.

Collectively, these actions resulted in a reduction in workforce and the closure of certain stores and shop-within-shops during Fiscal 2017, and are expected to result in gross annualized expense savings of approximately $180 million to $220 million.

On March 30, 2017, our Board of Directors approved the following additional restructuring-related activities associated with our Way Forward Plan: (i) the restructuring of our in-house global e-commerce platform which was in development and shift to a more cost-effective, flexible e-commerce platform through a new agreement with Salesforce's Commerce Cloud, formerly known as Demandware; (ii) the closure of our Polo store at 711 Fifth Avenue in New York City; and (iii) the further streamlining of the organization and the execution of other key corporate actions in line with our Way Forward Plan.

These actions, which are expected to be completed by the end of Fiscal 2018, are an important part of our efforts to achieve our stated objective to return to sustainable, profitable growth and invest in the future.

These additional restructuring-related activities will result in a further reduction in workforce and the closure of certain corporate office and store locations, and are expected to result in additional gross annualized expense savings of approximately $140 million.

In connection with the Way Forward Plan, we currently expect to incur total estimated charges of approximately $770 million, comprised of cash-related restructuring charges of approximately $450 million and non-cash charges of approximately $320 million.

Cumulative cash and non-cash charges incurred during Fiscal 2017 were $289.1 million and $277.3 million, respectively.

In addition to these charges, we also incurred an additional non-cash charge of $155.2 million during Fiscal 2017 associated with the destruction of inventory out of current liquidation channels in line with our Way Forward Plan.

See Notes 9 and 10 to our accompanying consolidated financial statements for detailed discussions of the charges recorded in connection with the Way Forward Plan.

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.

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

| 2. | Polo Ralph Lauren — The Polo Ralph Lauren group includes: |

We operate in three distinct but integrated segments: Wholesale, Retail, and Licensing.

Over the past five fiscal years, our sales have grown by approximately 8% to $7.405 billion in Fiscal 2016 from $6.860 billion in the fiscal year ended March 31, 2012.

This growth has been attributable to both our acquisitions and organic growth.

We have diversified our business by channels of distribution, price point, and target consumer, as well as by geography.

We intend to continue to pursue select investment initiatives, which 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 opportunities for growth.

As our business has grown, our portfolio mix and brand control have evolved from primarily that of a mono-brand U.S.-centric menswear wholesaler with a broad array of product and geographic licenses to that of a portfolio of lifestyle brands with a "direct control" model over most of our brands, products, and international territories.

We believe that this broader and better-diversified portfolio mix positions us for ongoing growth, allowing us to offer our customers a range of products, price points, and channels of distribution.

We operate our retail business using an omni-channel retailing strategy that seeks to deliver 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 2017 and beyond.

These opportunities and continued investment initiatives include:

| | |

| --- | --- |

| • | International Growth; |

| • | Direct-to-Consumer Growth; |

| • | Product Innovation and Brand Extension Growth; |

| • | Investment in Operational Infrastructure; |

| • | Global Talent Development and Management; and |

| • | Strong Financial Management and Cash Flow Reinvestment. |

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.

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 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 has resulted in a reduction in workforce and the closure of certain stores and shop-within-shops.

Actions associated with the Global Reorganization Plan were substantially completed during Fiscal 2016 and are expected to result in improved operational efficiencies by reducing annual operating expenses by approximately $125 million.

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.

Since 1967, our distinctive brand image has been consistently developed across an expanding number of products, price tiers, and markets.

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

Polo Sport.

Polo Sport is our next evolution of modern activewear for men, women, and children.

In 2014, we debuted the PoloTech™ shirt, featuring groundbreaking smart fabric technology that captures robust biometrics from the wearer.

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

Ralph by Ralph Lauren.

Ralph by Ralph Lauren offers suit separates, sport coats, vests, and topcoats with refined luxury at an excellent value.

Ralph by Ralph Lauren is available exclusively at Dillard's stores and online at Dillards.com.

Chaps.

The Chaps men's, women's, and children's collections are available at select stores in the U.S., Canada, Mexico, Europe, and the United Arab Emirates.

Chaps Home is available exclusively at Kohl's and online at Kohl's.com.

American Living.

American Living for women offers a world of fashion with everyday essentials, as well as dresses for special occasions at an incredible value.

| | For the fiscal year ended April [removed: 2, 2016] [added: 1, 2017] |

| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [added: company, or an emerging growth] company. See the definitions of "large accelerated filer," "accelerated [removed: filer" and] [added: filer,"] "smaller reporting [added: company," and "emerging growth] company" in Rule 12b-2 of the Exchange Act. | | |

| The aggregate market value of the registrant's voting common stock held by non-affiliates of the registrant was [removed: approximately $6,341,781,793] [added: $5,674,524,328] as of September [removed: 25, 2015,] [added: 30, 2016,] 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: 13, 2016, 57,020,766] [added: 12, 2017, 55,113,976] 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 April [removed: 2, 2016.] [added: 1, 2017.] | | |

| • | our ability to achieve anticipated operating [removed: enhancements] [added: enhancements, sales growth,] and/or cost reductions from our restructuring [removed: plans, which could include the potential sale, discontinuance, or consolidation of certain of our brands;] [added: plans;] |

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

| • | our exposure to currency exchange rate fluctuations from both a transactional and translational [removed: perspective, and risks associated with increases in the costs of raw materials, transportation, and labor;] [added: perspective;] |

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

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

| • | our ability to make certain strategic acquisitions and successfully integrate the acquired businesses into our existing operations; [added: and] |

| • | the impact to our business resulting from potential costs and obligations related to the early [added: closure of our stores or] termination of our long-term, non-cancellable leases; |

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

| • | our ability to maintain our credit profile and ratings within the financial community; [removed: and] |

Information relating to corporate governance at Ralph Lauren Corporation, including our Corporate Governance Policies, our Code of Business Conduct and Ethics for all directors, officers, and employees, our Code of Ethics for Principal Executive Officers and Senior Financial Officers, and information concerning our directors, Committees of the [removed: Board,] [added: Board of Directors,] including Committee charters, and transactions involving Ralph Lauren Corporation securities by directors and executive officers are available at our website under the captions "Corporate Governance" and "SEC Filings." Paper copies of these filings and corporate governance documents are available to stockholders without charge by written request to Investor Relations, Ralph Lauren Corporation, 625 Madison Avenue, New York, New York 10022.

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

All references to "Fiscal [removed: 2014"] [added: 2018"] represent the 52-week fiscal year [removed: ended] [added: ending] March [removed: 29, 2014.][added: 31, 2018.]

10-K 1 rl-20170401x10k.htm 10-K

| | Emerging growth company o | |

| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | | o |

| • | the potential impact to our business and future strategic direction resulting from our transition to a new Chief Executive Officer; |

| • | our ability to successfully implement our long-term growth strategy, which entails evolving our product, marketing, and shopping experience to increase desirability and relevance, and evolving our operating model to enable sustainable, profitable sales growth by significantly reducing supply chain lead times, improving our sourcing, and executing a disciplined multi-channel distribution and expansion strategy; |

| • | the impact to our business resulting from investments and other costs incurred in connection with the execution of our long-term growth strategy, including restructuring-related charges, which may be dilutive to our earnings in the short term; |

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

| • | the impact to our business resulting from the United Kingdom's decision to exit the European Union and the uncertainty surrounding the terms and conditions of such a withdrawal, as well as the related impact to global stock markets and currency exchange rates; |

| • | changes in our tax obligations and effective tax rates due to a variety of factors, including potential changes in tax laws and regulations, accounting rules, or the mix and level of earnings by jurisdiction; |

| • | the impact to our business resulting from increases in the costs of raw materials, transportation, and labor; |

| | |

| --- | --- |

| | |

| --- | --- |

| | |

| --- | --- |

| | |

| --- | --- |

| | |

| --- | --- |

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

| • | our ability to successfully implement our growth strategies and to capitalize on our repositioning initiatives in certain brands, regions, and merchandise categories; |

| • | changes in our tax obligations and effective tax rates; |

| | | |

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

| | | |

| | 33 | |

The following table sets forth information relating to our key properties as of April [removed: 2, 2016:][added: 1, 2017:]

| Greensboro, NC | | Wholesale and retail distribution facility | | [removed: 1,500,000] [added: 1,300,000] |

| 625 Madison Avenue, NYC | | Corporate offices and showrooms | | [removed: 412,000] [added: 362,000] |

| Gateway Office, Hong Kong | | Asia corporate offices | | [removed: 56,000] [added: 37,500] |

| 5th Avenue, [removed: NYC] [added: NYC(a)] | | Retail flagship store | | 39,000 |

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

As of April [removed: 2, 2016,] [added: 1, 2017,] we directly operated [removed: 493] [added: 466] retail stores, totaling approximately [removed: 3.8] [added: 3.7] million square feet.

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

| (a) | During during the first quarter of Fiscal 2018, we closed our 5th Avenue Polo flagship store in New York City in connection with our Way Forward Plan (as described in Item 1 — "Business — Recent Developments"). |

| | 34 | |

| | |

| --- | --- |

| Lee Gardens, Hong Kong | | Retail flagship store | | 20,200 |

| | 31 | |

| | 35 | |

| | 32 | |

| Fourth Quarter | | [removed: 187.49] [added: 93.05] | | | | [removed: 127.29] [added: 75.62] | | | | 0.50 | | |

Since 2003, we have [removed: maintained] [added: maintained, and intend to continue to maintain,] a regular quarterly cash dividend program on our common stock.

As of May [removed: 13, 2016,] [added: 12, 2017,] there were [removed: 750] [added: 715] holders of record of our Class A common stock and 6 holders of record of our Class B common stock.

No shares of our Class B common stock were converted into Class A common stock during the fiscal quarter ended April [removed: 2, 2016.][added: 1, 2017.]

The following table sets forth repurchases of shares of our Class A common stock during the fiscal quarter ended April [removed: 2, 2016:][added: 1, 2017:]

| (a) | As of April [removed: 2, 2016,] [added: 1, 2017,] the remaining availability under our Class A common stock repurchase program was approximately $100 [removed: million. On] [added: million, reflecting the] May 11, [removed: 2016, the Company's] [added: 2016 approval by our] Board of Directors [removed: approved an expansion of] [added: to expand] the program [removed: that allows it to repurchase] [added: by] up to an additional $200 million of Class A common [removed: stock.] [added: stock repurchases.] Repurchases of shares of Class A common stock are subject to overall business and market conditions. |

| (b) | [removed: Represents] [added: Includes 2,067] shares surrendered [removed: to] or withheld [removed: by the Company] in satisfaction of withholding taxes in connection with the vesting of awards issued under [removed: its] [added: our] long-term stock incentive plans. |

The following graph compares the cumulative total stockholder return (stock price appreciation plus dividends) on our Class A common stock to the cumulative total return of the Standard & Poor's 500 Index and a peer group index of companies that we believe are closest to ours (the "Peer Group") for the period from [removed: April 2, 2011,] [added: March 31, 2012,] the last day of our [removed: 2011] [added: 2012] fiscal year, through April [removed: 2, 2016,] [added: 1, 2017,] the last day of our [removed: 2016] [added: 2017] fiscal year.

The returns are calculated by assuming an investment in the Class A common stock and each index of $100 on [removed: April 2, 2011,] [added: March 31, 2012,] with all dividends reinvested.

[removed: ][added: ]

*$100 invested on [removed: April 2, 2011 in stock or] March 31, [removed: 2011] [added: 2012] in [removed: an] [added: stock or] index, including reinvestment of dividends.

| Fiscal 2017: | | | | | | | | | | | | |

| First Quarter | | $ | 98.50 | | | $ | 83.66 | | | $ | 0.50 | |

| Second Quarter | | 109.85 | | | | 87.26 | | | | 0.50 | | |

| Third Quarter | | 114.00 | | | | 89.24 | | | | 0.50 | | |

However, any decision to declare and pay dividends in the future will be made at the discretion of our Board of Directors and will depend on our results of operations, cash requirements, financial condition, and other factors that the Board of Directors may deem relevant.

| January 1, 2017 to January 28, 2017 | | — | | | $ | — | | | — | | | $ | 200 | |

| January 29, 2017 to February 25, 2017 | | — | | | — | | | | — | | | 200 | | |

| February 26, 2017 to April 1, 2017 | | 1,255,098 | | (b) | 79.81 | | | | 1,253,031 | | | 100 | | |

| | | 1,255,098 | | | | | | | 1,253,031 | | | | | |

| | 36 | |

| Fiscal 2015: | | | | | | | | | | | | |

| First Quarter | | $ | 164.75 | | | $ | 141.93 | | | $ | 0.45 | |

| Second Quarter | | 174.98 | | | | 152.22 | | | | 0.45 | | |

| Third Quarter | | 185.92 | | | | 153.39 | | | | 0.45 | | |

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

Approximately $168 million was recorded as a reduction to retained earnings during Fiscal 2016 in connection with dividends declared.

| 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 | |

| | 37 | |

| | 34 | |

We have evaluated, under the supervision and with the participation of management, including our [removed: Chief Executive Officer] [added: principal executive] and [removed: Chief Financial Officer,] [added: principal financial officers,] the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this annual report.

Based on that evaluation, our [removed: Chief Executive Officer] [added: principal executive] and [removed: Chief Financial Officer] [added: principal financial officers] have concluded that the Company's disclosure controls and procedures were effective at the reasonable assurance level, as of the fiscal year-end covered by this Annual Report on Form 10-K.

Under the supervision and with the participation of management, including our [removed: Chief Executive Officer] [added: principal executive] and [removed: Chief Financial Officer,] [added: principal financial officers,] 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 [added: 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: 2016] [added: 2017] that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

We [removed: are in] [added: recently completed] the [removed: process] [added: implementation] of [removed: implementing] a global operating and financial reporting information technology system, SAP, as part of a multi-year plan to integrate and upgrade our systems and [removed: processes, which began during our fiscal year ended April 2, 2011.][added: processes.]

We substantially completed the migration of our North America operations to SAP during Fiscal 2015, and [removed: we are currently in] the [removed: process of executing the] migration of our [removed: European] [added: Europe] operations to [removed: SAP, which is expected to be] [added: SAP was] completed during [added: the first quarter of] Fiscal [removed: 2017.][added: 2018.]

As [added: a result of] the [removed: phased] implementation of this [removed: system occurs,] [added: system,] we [removed: are experiencing] [added: have experienced] certain changes to our processes and procedures which, in turn, result in changes to our internal control over financial reporting.

| | 69 | |

| | 62 | |

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

The implementation of this global system is scheduled to continue in phases over the next several years.

| | | |

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

| | | |

| | 70 | |

Information relating to our directors and corporate governance will be set forth in the Company's proxy statement for its [removed: 2016] [added: 2017] annual meeting of stockholders to be filed within 120 days after April [removed: 2, 2016] [added: 1, 2017] (the "Proxy Statement") and is incorporated by reference herein.

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

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

| | | |

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

| | 63 | |

Equity Compensation Plan Information [removed: as of April 2, 2016]

The following table sets forth information as of April [removed: 2, 2016] [added: 1, 2017] regarding compensation plans under which the Company's equity securities are authorized for issuance:

| (1) | Consists of [removed: 2,417,979] [added: 1,719,743] options to purchase shares of our Class A common stock and [removed: 1,752,650] [added: 2,209,899] restricted stock units that are payable solely in shares of Class A common stock (including [removed: 429,688] [added: 438,868] service-based restricted stock units that have fully vested but for which the underlying shares have not yet been delivered as of April [removed: 2, 2016).] [added: 1, 2017).] Does not include [removed: 14,456] [added: 19,096] 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: 14,456] [added: 19,096] 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 | | 3,929,642 | | (1) | $ | 146.35 | | (2) | 3,344,062 | | (3) |

| Total | | 3,929,642 | | | $ | 146.35 | | | 3,344,062 | | |

| | | |

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

| | | |

| | 71 | |

| 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 | | |

| | | |

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

| | 64 | |

| 3.3 | | Third Amended and Restated By-laws of the Company (filed as Exhibit 3.1 to the Form 8-K [removed: dated] [added: filed] February [removed: 4,] [added: 5,] 2014) |

| 4.1 | | Indenture, dated as of September 26, 2013, by and between the Company and Wells Fargo Bank, National Association (including the form of Note) (filed as Exhibit 4.1 to the Form 8-K [removed: dated] [added: filed] September [removed: 23,] [added: 26,] 2013) |

| 4.2 | | First Supplemental Indenture, dated as of September 26, 2013, by and between the Company and Wells Fargo Bank, National Association (filed as Exhibit 4.2 to the Form 8-K [removed: dated] [added: filed] September [removed: 23,] [added: 26,] 2013) |

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

| 10.3 | | Amended and Restated Employment Agreement, [removed: made] effective as of [removed: June 26, 2012,] [added: April 2, 2017,] between the Company and Ralph Lauren (filed as Exhibit 10.1 to the Form 8-K filed [removed: July 2, 2012)†] [added: March 31, 2017)†] |

| [removed: 10.4] [added: 10.11] | | [removed: Amendment No. 1 to the] Amended and Restated Employment Agreement, [removed: dated] [added: effective] as of April 1, 2015, between [removed: Ralph Lauren Corporation] [added: the Company] and [removed: Ralph Lauren] [added: Robert L. Madore] (filed as Exhibit [removed: 10.1] [added: 10.4] to the Form 8-K [removed: dated] [added: filed] April 6, 2015)† |

| [removed: 10.5] [added: 10.6] | | Amendment No. [removed: 2] [added: 1] to the Amended and Restated Employment Agreement, dated as of [removed: September 25, 2015,] [added: November 9, 2016,] between [removed: Ralph Lauren Corporation] [added: the Company] and [removed: Ralph Lauren] [added: Valérie Hermann] (filed as Exhibit 10.1 to the Form [removed: 8-K dated September 25, 2015)†] [added: 10-Q for the quarterly period ended October 1, 2016)†] |

| [removed: 10.6] [added: 10.8] | | Employment Agreement, dated as of September 25, 2015, between [removed: Ralph Lauren Corporation] [added: the Company] and Stefan Larsson (filed as Exhibit 10.2 to the Form 8-K [removed: dated September 25,] [added: filed October 1,] 2015)† |

| [removed: 10.7] [added: 10.13] | | [removed: Employment] [added: Restricted Stock Unit Award] Agreement, [removed: effective] [added: dated] as of [removed: April 7, 2014,] [added: June 8, 2004,] between [added: the Company and] Ralph Lauren [removed: Corporation and Valérie Hermann] (filed as Exhibit [removed: 10.13] [added: 10.15] to the Company's Annual Report on Form 10-K for the fiscal year ended [removed: March 28, 2015 (the "Fiscal 2015 10-K"))†] [added: April 2, 2005)†] |

| [removed: 10.10] [added: 10.5] | | Amended and Restated Employment Agreement, effective as of April 4, 2016, between [removed: Ralph Lauren Corporation] [added: the Company] and Valérie Hermann (filed as Exhibit 10.1 to the Form 8-K [removed: dated] [added: filed] May 4, 2016)† |

| [removed: 10.13] [added: 10.17] | | Amendment No. [removed: 1] [added: 2, dated as of May 21, 2009,] to the [added: 1997 Long-Term Stock Incentive Plan, as] Amended and Restated [removed: Employment Agreement, effective] as of [removed: March 30, 2014, between the Company and Jackwyn Nemerov] [added: August 12, 2004] (filed as Exhibit [removed: 10.6] [added: 10.26] to the Company's Annual Report on Form 10-K for the fiscal year ended March [removed: 29, 2014 (the "Fiscal 2014 10-K"))†] [added: 28, 2009)†] |

| [removed: 10.15] [added: 10.12] | | Employment Separation Agreement and Release, [added: dated June 30, 2016,] between [removed: Ralph Lauren Corporation] [added: the Company] and [removed: Jackwyn Nemerov] [added: Robert L. Madore] (filed as Exhibit 10.1 to the Form 8-K [removed: dated October 21, 2015)†] [added: filed July 1, 2016)†] |

| [removed: 10.19] [added: 10.10] | | Employment Separation Agreement and Release, between [removed: Ralph Lauren Corporation] [added: the Company] and [removed: Christopher Peterson] [added: Stefan Larsson] (filed as Exhibit 10.1 to the Form 8-K [removed: dated] [added: filed] February [removed: 25, 2016)†] [added: 2, 2017)†] |

| [removed: 10.20] [added: 10.4] | | [removed: Amended and Restated] Employment Agreement, [removed: effective as of March 1, 2014,] [added: dated May 13, 2017,] between the Company and [removed: Mitchell A. Kosh] [added: Patrice Louvet] (filed as Exhibit 10.1 to the Form 8-K [removed: dated February 11, 2014)†] [added: filed May 17, 2017)†] |

| [removed: 10.25] [added: 10.14] | | 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: 10.26] [added: 10.15] | | 1997 Long-Term Stock Incentive Plan, as Amended and Restated as of August 12, 2004 (filed as Exhibit 99.1 to the Form 8-K [removed: dated August 12,] [added: filed October 4,] 2004)† |

| [removed: 10.27] [added: 10.16] | | Amendment, as of June 30, 2006, to the 1997 Long-Term Stock Incentive Plan, as Amended and Restated as of August 12, 2004 (filed as Exhibit 10.4 to the Form 10-Q for the quarterly period ended July 1, 2006)† |

| [removed: 10.28] [added: 10.23] | | [removed: Amendment No. 2, dated as] [added: Form] of [removed: May 21, 2009, to] [added: Performance Share Unit Award Agreement under] the [removed: 1997 Long-Term Stock Incentive Plan, as] Amended and Restated [removed: as of August 12, 2004] [added: 2010 Long-Term Stock Incentive Plan] (filed as Exhibit [removed: 10.26] [added: 10.38] to the Company's Annual Report on Form 10-K for the fiscal year ended March 28, [removed: 2009)†] [added: 2015 (the "Fiscal 2015 10-K"))†] |

| [removed: 10.29] [added: 10.18] | | Amended and Restated 2010 Long-Term Incentive Plan, amended as of August [removed: 8, 2013] [added: 11, 2016] (filed as Exhibit [removed: 10.1] [added: 10.4] to the Form 10-Q for the quarterly period ended [removed: June 29, 2013)†] [added: July 2, 2016)†] |

| [removed: 10.30] [added: 10.22] | | 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)† |

| [removed: 10.31] [added: 10.20] | | Pro-Rata Restricted Performance Share Unit Award Overview containing the standard terms of restricted performance share unit awards under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.26 to the Fiscal 2014 10-K)† |

| [removed: 10.32] [added: 10.21] | | Stock Option Award Overview containing the standard terms of stock option awards under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.27 to the Fiscal 2014 10-K)† |

| [removed: 10.33] [added: 10.19] | | Cliff Restricted Performance Share Unit [removed: 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: 10.28] [added: 10.25] to the [removed: Fiscal] [added: Company's Annual Report on Form 10-K for the fiscal year ended March 29,] 2014 [removed: 10-K)†] [added: (the "Fiscal 2014 10-K"))†] |

| [removed: 10.34] [added: 10.24] | | Form of [removed: Performance Share] [added: Performance-Based Restricted Stock] Unit Award Agreement under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit [removed: 10.38] [added: 10.39] to the Fiscal 2015 10-K)† |

| [removed: 10.35] [added: 10.25] | | Form of [removed: Performance-Based] Restricted Stock Unit Award Agreement under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit [removed: 10.39] [added: 10.1] to the [removed: Fiscal 2015 10-K)†] [added: Form 10-Q for the quarterly period ended June 27, 2015)†] |

| [removed: 10.36] [added: 10.26] | | Form of [added: Non-Employee Director] Restricted Stock [removed: Unit] Award Agreement under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit [removed: 10.1] [added: 10.37] to the [added: Company’s Annual Report on] Form [removed: 10-Q dated August 6, 2015)†] [added: 10-K for the fiscal year ended April 2, 2016 (the “Fiscal 2016 10-K”)†] |

| [removed: 10.38] [added: 10.27] | | Amended and Restated Credit Agreement, dated as of February 11, 2015, among [removed: Ralph Lauren Corporation,] [added: the Company,] 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., HSBC Bank USA, N.A. and Deutsche Bank Securities Inc., as co-documentation agents, and JPMorgan Chase Bank, N.A., as administrative agent (the "2015 Credit Agreement") (filed as Exhibit 10.1 to the Form 8-K [removed: dated] [added: filed] February 18, 2015) |

| [removed: 10.39*] [added: 10.28] | | First Amendment to the 2015 Credit Agreement, dated as of March 22, 2016, among [removed: Ralph Lauren Corporation,] [added: the Company,] 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 [added: (filed as Exhibit 10.39 to the Fiscal 2016 10-K)] |

| [removed: 10.40] [added: 10.29] | | 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)† |

| 14.1 | | Code of Ethics for Principal Executive Officers and Senior Financial Officers (filed as Exhibit 14.1 to the Company's Annual Report on Form 10-K for the fiscal year ended March 29, [removed: 2003)] [added: 2003 and available, as amended, on the Company's Internet site)] |

| 14.2 | | Code of Business Conduct and Ethics of the [removed: Company, as amended and restated on August 6, 2015] [added: Company] (filed as Exhibit 14.1 to the Form 10-Q [removed: dated August 6, 2015)] [added: for the quarterly period ended June 27, 2015 and available, as amended, on the Company's Internet site)] |

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

| 32.2* | | Certification of [removed: Robert L. Madore Pursuant] [added: Jane Hamilton Nielsen, Chief Financial Officer, 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 April [removed: 2, 2016] [added: 1, 2017] and [removed: March 28, 2015,] [added: April 2, 2016,] (ii) the Consolidated Statements of [removed: Income] [added: Operations] for the fiscal years ended April [added: 1, 2017, April] 2, 2016, [added: and] March 28, 2015, [removed: and March 29, 2014,] (iii) the Consolidated Statements of Comprehensive Income [added: (Loss)] for the fiscal years ended April [added: 1, 2017, April] 2, 2016, [added: and] March 28, 2015, [removed: and March 29, 2014,] (iv) the Consolidated Statements of Cash Flows for the fiscal years ended April [added: 1, 2017, April] 2, 2016, [added: and] March 28, 2015, [removed: and March 29, 2014,] (v) the Consolidated Statements of Equity for the fiscal years ended April [added: 1, 2017, April] 2, 2016, [added: and] March 28, 2015, and [removed: March 29, 2014, and] (vi) the Notes to the Consolidated Financial Statements. |

| Date: May [removed: 19, 2016] [added: 18, 2017] | | |

| /S/ RALPH LAUREN | | Executive Chairman, Chief Creative Officer, and Director [added: (Principal Executive Officer)] | | May [removed: 19, 2016] [added: 18, 2017] |

| /S/ JOHN R. ALCHIN | | Director | | May [removed: 19, 2016] [added: 18, 2017] |

| /S/ ARNOLD H. ARONSON | | Director | | May [removed: 19, 2016] [added: 18, 2017] |

| /S/ FRANK A. BENNACK, JR. | | Director | | May [removed: 19, 2016] [added: 18, 2017] |

| /S/ DR. JOYCE F. BROWN | | Director | | May [removed: 19, 2016] [added: 18, 2017] |

| 10.7 | | Employment Agreement, dated June 8, 2016, between the Company and Jane Nielsen (filed as Exhibit 10.1 to the Form 8-K filed June 10, 2016)† |

| 10.9 | | Amendment No. 1 to the Employment Agreement, effective as of August 9, 2016, between the Company and Stefan Larsson (filed as Exhibit 10.1 to the Form 10-Q for the quarterly period ended July 2, 2016)† |

| | 72 | |

| | 73 | |

| 31.1* | | Certification of Ralph Lauren, Executive Chairman and Chief Creative Officer, pursuant to 17 CFR 240.13a-14(a) |

| 31.2* | | Certification of Jane Hamilton Nielsen, Chief Financial Officer, pursuant to 17 CFR 240.13a-14(a) |

| | 74 | |

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

| | | Jane Hamilton Nielsen |

| | | Chief Financial Officer |

| /S/ JANE HAMILTON NIELSEN | | Chief Financial Officer (Principal Financial and Accounting Officer) | | May 18, 2017 |

| Jane Hamilton Nielsen | | | | |

| /s/ DAVID LAUREN | | Vice Chairman, Chief Innovation Officer, and Director | | May 18, 2017 |

| | 75 | |

| | 76 | |

| [Consolidated Statements of Operations](#s232A0306B6A2C362C47CFB2BF2A5F8B2) | | [F-3](#s232A0306B6A2C362C47CFB2BF2A5F8B2) |

| Inventories | | 791.5 | | | | 1,124.6 | | |

| Goodwill | | 904.6 | | | | 917.9 | | |

| Total liabilities | | 2,352.4 | | | | 2,469.6 | | |

| Retained earnings | | 5,751.9 | | | | 6,015.0 | | |

| Total equity | | 3,299.6 | | | | 3,743.5 | | |

| Cost of goods sold(a) | | (3,001.7 | | ) | | (3,218.5 | | ) | | (3,242.4 | | ) |

| Gross profit | | 3,651.1 | | | | 4,186.7 | | | | 4,377.9 | | |

| Operating income (loss) | | (94.8 | | ) | | 581.9 | | | | 1,035.4 | | |

| Income (loss) before income taxes | | (104.9 | | ) | | 551.8 | | | | 987.4 | | |

| Income tax benefit (provision) | | 5.6 | | | | (155.4 | | ) | | (285.2 | | ) |

| Net income (loss) | | $ | (99.3 | ) | | $ | 396.4 | | | $ | 702.2 | |

| Net income (loss) | | $ | (99.3 | ) | | $ | 396.4 | | | $ | 702.2 | |

| Other comprehensive loss, net of tax | | (16.9 | | ) | | (15.9 | | ) | | (278.8 | | ) |

| Total comprehensive income (loss) | | $ | (116.2 | ) | | $ | 380.5 | | | $ | 423.4 | |

| Net income (loss) | | $ | (99.3 | ) | | $ | 396.4 | | | $ | 702.2 | |

| Non-cash restructuring-related inventory charges | | 197.9 | | | | 20.4 | | | | — | | |

| Inventories | | 120.4 | | | | (90.9 | | ) | | (97.5 | | ) |

| Capital expenditures | | (284.0 | | ) | | (417.7 | | ) | | (391.2 | | ) |

| Purchases of investments | | (860.4 | | ) | | (1,085.0 | | ) | | (1,397.7 | | ) |

| Payments of dividends | | (164.8 | | ) | | (170.3 | | ) | | (158.2 | | ) |

| Balance at March 29, 2014 | | 124.9 | | | $ | 1.2 | | | $ | 1,979.5 | | | $ | 5,257.1 | | | 36.2 | | | $ | (3,316.7 | ) | | $ | 113.2 | | | $ | 4,034.3 | |

| Balance at March 28, 2015 | | 125.9 | | | $ | 1.2 | | | $ | 2,117.1 | | | $ | 5,787.2 | | | 39.6 | | | $ | (3,848.3 | ) | | $ | (165.6 | ) | | $ | 3,891.6 | |

| Balance at April 2, 2016 | | 126.9 | | | $ | 1.2 | | | $ | 2,257.5 | | | $ | 6,015.0 | | | 44.0 | | | $ | (4,348.7 | ) | | $ | (181.5 | ) | | $ | 3,743.5 | |

| Comprehensive loss: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | |

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

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

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

| 10.11 | | Amended and Restated Employment Agreement, effective as of April 1, 2015, between Ralph Lauren Corporation and Robert L. Madore (filed as Exhibit 10.4 to the Form 8-K dated April 6, 2015)† |

| 10.12 | | Amended and Restated Employment Agreement, effective as of November 1, 2013, between the Company and Jackwyn Nemerov (filed as Exhibit 10.2 to the Form 8-K dated September 18, 2013)† |

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

| | 65 | |

| 10.16 | | Amended and Restated Employment Agreement, effective as of November 1, 2013, between the Company and Christopher H. Peterson (filed as Exhibit 10.3 to the Form 8-K dated September 18, 2013)† |

| 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)† |

| 10.18 | | Amended and Restated Employment Agreement, effective as of April 1, 2015, between Ralph Lauren Corporation and Christopher H. Peterson (filed as Exhibit 10.2 to the Form 8-K dated April 6, 2015)† |

| 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)† |

| 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)† |

| 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"))† |

| 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)† |

| 10.37* | | Form of Non-Employee Director Restricted Stock Award Agreement under the Amended and Restated 2010 Long-Term Stock Incentive Plan† |

| | 66 | |

| 31.1* | | Certification of Stefan Larsson required by 17 CFR 240.13a-14(a) |

| 31.2* | | Certification of Robert L. Madore required by 17 CFR 240.13a-14(a) |

| | 67 | |

| | By: | /S/ ROBERT L. MADORE |

| | | Robert L. Madore |

| | | Corporate Senior Vice President and Chief Financial Officer |

| | | | | |

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

| /S/ STEFAN LARSSON | | President, Chief Executive Officer, and Director (Principal Executive Officer) | | May 19, 2016 |

| Stefan Larsson | | | | |

| /S/ ROBERT L. MADORE | | Corporate Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | May 19, 2016 |

| Robert L. Madore | | | | |

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

| | 68 | |

| | 69 | |

| EX-10.37 | | |

| EX-10.39 | | |

| | | | | | | | | |

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

| Inventories | | 1,125 | | | | 1,042 | | |

| Deferred tax assets | | 119 | | | | 45 | | |

| Goodwill | | 918 | | | | 903 | | |

| Total assets | | $ | 6,213 | | | $ | 6,106 | |