Ralph Lauren (RL) 10-K risk factor changes: FY2018 vs FY2017

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

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

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

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

In addition to Mr. Larsson's departure, certain other members of our executive and senior management team have departed in recent years, and we [removed: plan to continue to] [added: may] implement other management and organizational changes in connection with our [removed: long-term] growth strategy.

[removed: These] [added: Any] changes in our executive and senior management team may be disruptive to, or cause uncertainty in, our business and future strategic direction.

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

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

We have [removed: implemented, and plan to continue to implement,] [added: implemented] restructuring plans to support key strategic initiatives, such as the Way Forward Plan, as described in Item 1 — "Business — Recent Developments." [removed: These restructuring plans are] [added: Although] designed to deliver long-term sustainable [removed: growth by enhancing] [added: growth, restructuring plans present significant potential risks that may impair] our [added: ability to achieve anticipated] operating [removed: effectiveness and efficiency, rightsizing and increasing the quality of our distribution channels, and reducing] [added: enhancements and/or cost reductions, or otherwise harm] our [removed: operating costs.][added: business, including:]

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

We generally operate most of our retail stores [added: and corporate facilities] under long-term, non-cancellable leasing arrangements.

Our [added: retail store] leases typically require us to make minimum rental payments, and often contingent rental payments based upon sales.

If [removed: an existing store is not profitable, and] we decide to close [removed: it,] [added: a store, or if] we [added: decide to downsize, consolidate, or relocate any of our corporate facilities, we] may be required to record an impairment charge and/or exit costs associated with the disposal of the [removed: store.][added: store or corporate facility.]

In addition, we may remain obligated under the applicable lease for, among other things, payment of the base rent for the remaining lease [removed: term.][added: term, even after the space is exited.]

[removed: In connection with our Way Forward Plan, we] [added: We] have developed a long-term growth strategy with the objective of delivering sustainable, profitable growth and long-term value creation for [removed: shareholders.][added: shareholders, as described in Item 1 — "Business — Objectives and Opportunities." 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, [removed: financial condition, and] results of [removed: operations.][added: operations, and financial condition.]

Implementation of our growth strategy involves the continuation and expansion of our multi-channel distribution [removed: network on a global basis,] [added: network,] including [removed: our e-commerce operations,] [added: within international markets such as China,] which is subject to many factors, including, but not limited to, our ability to:

| • | identify new [added: or underpenetrated] markets where our products and brand will be accepted by consumers; |

| • | efficiently [added: and cost effectively] build-out stores and shop-within-shop locations; |

| • | hire, train, and retain competent store personnel; [added: and] |

| • | integrate new stores and shop-within-shops into our existing systems and [removed: operations; and] [added: operations.] |

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

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

For example, [removed: we recently completed the implementation a global operating and financial reporting information technology system, SAP,] as part of a multi-year plan to integrate and upgrade our [removed: operational and financial] [added: global] systems and [removed: processes.][added: processes, we recently completed the migration of our European operations to SAP, the operating and financial reporting information technology system used by our North America operations.]

[removed: Further, we have plans to transition] [added: We also transitioned] our [removed: e-commerce] [added: North America digital commerce] operations to a third-party cloud-based platform during Fiscal [removed: 2018.][added: 2018, and we have plans to transition our other digital commerce operations during Fiscal 2019 and beyond.]

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

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

We are dependent on information technology systems and networks, including the Internet, for a significant portion of our direct-to-consumer sales, including our [removed: e-commerce] [added: digital commerce] operations and retail business credit card transaction authorization and processing.

We are also responsible for storing data relating to our customers and employees and rely on third parties for the operation of our [removed: e-commerce] [added: digital commerce] websites and for the various social media tools and websites we use as part of our marketing strategy.

There is significant concern by consumers, employees, and lawmakers alike over the security of personal information transmitted over the Internet, consumer identity theft, and user [removed: privacy.][added: privacy, as cyber-criminals are becoming increasingly more sophisticated in their attempts to gain unauthorized access to computer systems and confidential or sensitive data.]

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

Despite the security measures we currently have in place, our facilities and systems and those of our third-party service providers may be vulnerable to security breaches, acts of vandalism, [added: phishing attacks,] computer viruses, misplaced or lost data, programming and/or human errors, or other Internet or email events.

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

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

Since we do not control third-party service providers and cannot guarantee that no electronic or physical computer break-ins and security breaches will occur in the future, any perceived or actual unauthorized disclosure of personally identifiable information regarding our [added: employees,] customers or website visitors could harm our reputation and credibility, [removed: reduce our e-commerce net] [added: result in lost] sales, impair our ability to attract website visitors, [removed: and] [added: and/or] reduce our ability to attract and retain [added: employees and] customers.

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

In addition, as the regulatory environment relating to information security and privacy is becoming increasingly [added: more] demanding, we may also incur significant costs in complying with the various applicable state, federal, and foreign laws regarding protection of, and unauthorized disclosure of, personal information.

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

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

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

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

| • | attract customers, particularly in new markets; |

Further, entry into new markets may bring us into competition with new or existing competitors that have a more established market presence than us or other competitive advantages.

Other risks related to our international expansion plans include general economic conditions in specific countries or markets, changes in diplomatic and trade relationships, political instability, and foreign government regulation, among other risks described herein.

If our expansion plans are unsuccessful or do not deliver an appropriate return on our investments, our business, results of operations, and financial condition could be adversely affected.

The success of our business also depends on our ability to continue to maintain, enhance, and expand our digital footprint and capabilities.

Consumers are increasingly shopping online using computers, smartphones, tablets, and other devices.

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

Conversely, if we underestimate consumer demand for our products or if manufacturers fail to supply quality products in a timely manner, we may experience inventory shortages.

For a discussion of risks related to our inventory management, see "Our profitability may decline if we are unable to effectively manage inventory or as a result of increasing pressure on margins."

Our marketing and advertising programs are integral to the success of our product offerings and on our ability to attract new customers and retain existing customers.

Our communication campaigns are increasingly being executed through digital and social media platforms to drive further engagement with the younger consumer, with a focus on influencers.

However, we cannot assure that our marketing and advertising programs will be successful or appeal to consumers.

We are increasingly using digital and social media platforms to interact with customers and as a means to enhance their shopping experience.

We have also implemented, and expect to continue to implement, new store design concepts as part of our growth strategy.

There can be no assurance that any of our new store designs will resonate with customers or otherwise achieve the desired sales and profitability measures necessary to recover our initial capital investments.

If we are unable to successfully develop new store designs, or if customers are not receptive to the design layout or visual merchandising, our business, results of operations, and

financial condition could be adversely affected.

In addition, the failure of new store designs to achieve acceptable results could lead to our decision to close a store prior to the lease expiration date.

For additional discussion of risks related to the early termination of our leases, see "Our business is subject to risks associated with leasing real estate and other assets under long-term, non-cancellable leases."

The success of our business depends on our ability to retain the value and reputation of our brands.

Additionally, our failure to comply with ethical, social, product safety, labor, health, environmental or other standards and regulations could damage the reputation of our brands and lead to adverse consumer actions, as well as expose us to government enforcement action and/or private litigation.

Even if we react appropriately to negative publicity, our customers' perception of our brand image and our reputation could be negatively impacted.

Any failure on our part to retain the value and reputation of brands could adversely impact our business, results of operations, and financial condition.

| • | attracting consumer traffic to both retail stores and websites; |

demands than us.

As a result, we are vulnerable to changes in consumer preferences and demand and pricing shifts.

In addition, as each of our leases naturally expires, we may be unable to negotiate renewals, either on commercially acceptable terms or at all, which could lead store closures resulting in lost sales.

| • | actual and perceived economic conditions; |

| • | inflation; |

| • | general domestic and international political conditions; |

| • | the threat, outbreak, or escalation of terrorism, military conflicts, or other hostilities; and |

| • | weather conditions. |

We have also implemented employee awareness training programs around phishing, malware, and other cyber risks.

The technology we use to protect our systems from being breached or compromised could become outdated as a result of advances in computer capabilities or other technological developments.

Additionally, measures we implement to protect our computer systems against cyber-attacks may make them harder to use or reduce the speed at which they operate, which in turn could negatively impact our customers' shopping experience resulting in reduced website traffic, diminished loyalty to our brands, and lost sales.

If our information technology systems become damaged or otherwise cease to function properly, we may have to make significant investments to repair or replace them.

Additionally, confidential or sensitive data related to our customers or employees could be lost or compromised.

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

For example, there are growing concerns regarding trade relations between the U.S. and China, as both countries recently indicated their intention to impose significant tariffs on the importation of certain product categories.

Restructuring plans present significant potential risks that may impair our ability to achieve anticipated operating enhancements and/or cost reductions, or otherwise harm our business, including:

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.

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.

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

| • | maintain and upgrade our e-commerce platform to provide our customers with a seamless shopping experience (see "Risks and uncertainties associated with the implementation of information systems may negatively impact our business"). |

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.

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

We substantially completed the migration of our North America operations to SAP during Fiscal 2015, and the migration of our Europe operations to SAP was completed during the first quarter of Fiscal 2018.

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

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.

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.

The United Kingdom's decision to exit the European Union could also result in similar referendums or votes in other European countries in which we do

business.

Such volatility could continue as the United Kingdom negotiates its exit from the European Union.

We have significant undistributed earnings held by our subsidiaries outside the U.S. As of April 1, 2017, we had $1.353 billion in cash, cash equivalents, and short-term investments, of which $1.118 billion were held by our subsidiaries domiciled outside the U.S. We currently intend to reinvest these funds in order to fund strategic initiatives, working capital requirements, and debt repayments (both third-party and intercompany) of such foreign subsidiaries.

However, if our plans change and we choose to repatriate any funds to the U.S. in the future, we would be subject to applicable U.S. and foreign taxes.

We generally purchase our products in U.S. Dollars.

However, we source most of our products overseas.

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

Merchandise missteps or unfavorable publicity, especially through social media which accelerates and increases the potential scope of negative publicity, could negatively impact the image of our brands with our customers and could result in diminished loyalty to our brands, which could adversely impact our business, results of operations, and financial condition.

The success of our business depends on our ability to respond to constantly changing fashion and retail trends and consumer demands in a timely manner.

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

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

See Item 1 — "Business — Sourcing, Production and Quality."

| • | general business conditions; |

| • | economic downturns; |

In addition, general domestic and international political conditions, such as the heightened level of uncertainty surrounding potential changes to U.S. policies related to global trade, taxation, immigration, and healthcare, may also affect consumer confidence.

The threat, outbreak, or escalation of terrorism, military conflicts, or other hostilities could also lead to a decrease in consumer spending and may materially adversely affect our business, results of operations, and financial condition.

Additionally, in connection with our Way Forward Plan, we have begun to strategically reduce shipments to certain of our wholesale customers.

Although we believe this strategic reduction of shipments will result in improved quality of sales for both our wholesale customers and us, there can be no assurance that the intended benefits will be realized.

Our Company has an exclusive relationship with certain customers for some of our products.

The loss or significant decline in business of these customers could negatively impact our business.

We have exclusive relationships with certain customers for the distribution of some of our products.

Our arrangement with these companies makes us dependent on those companies' financial and operational health for the sale of such products.

The loss of these relationships could have an adverse effect on our business.

The following management's discussion and analysis of financial condition and results of operations ("MD&A") should be read together with our audited consolidated financial statements and [removed: footnotes,] [added: notes thereto,] which are included in this Annual Report on Form 10-K.

As such, Fiscal [added: 2018 ended on March 31, 2018 and was a 52-week period; Fiscal] 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; [removed: Fiscal 2015 ended on March 28, 2015] and [removed: was a 52-week period; and] Fiscal [removed: 2018] [added: 2019] will end on March [removed: 31, 2018] [added: 30, 2019] and will be a 52-week period.

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

| • | Overview. This section provides a general description of our business, global economic [removed: developments,] [added: conditions] and [added: industry trends, and] a summary of our financial performance for Fiscal [removed: 2017.] [added: 2018.] 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: 2017] [added: 2018] and Fiscal [removed: 2016] [added: 2017] as compared to the respective prior fiscal year. |

| • | Financial condition and liquidity. This section provides a discussion of our financial condition and liquidity as of [removed: April 1, 2017,] [added: March 31, 2018,] which includes (i) an analysis of our financial condition [added: as] compared to the prior fiscal year-end; (ii) an analysis of changes in our cash flows for Fiscal [removed: 2017] [added: 2018] and Fiscal [removed: 2016] [added: 2017] 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 [removed: April 1, 2017.] [added: March 31, 2018.] |

| • | Market risk management. This section discusses how we manage our risk exposures related to foreign currency exchange rates, interest rates, and our investments as of [removed: April 1, 2017.] [added: March 31, 2018.] |

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

We also sell directly to consumers through our integrated retail channel, which includes our retail stores, concession-based shop-within-shops, and [removed: e-commerce] [added: digital commerce] operations around the world.

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

| • | North America — Our North America segment, representing approximately [removed: 57%] [added: 52%] of our Fiscal [removed: 2017] [added: 2018] net revenues, primarily consists of sales of our Ralph Lauren branded products made through our wholesale and retail businesses in the U.S. and [removed: Canada.] [added: Canada, excluding Club Monaco. In North America, our wholesale business is comprised primarily of sales to department stores, and to a lesser extent, specialty stores. Our retail business in North America is comprised of our Ralph Lauren stores, our factory stores, and our digital commerce site, www.RalphLauren.com.] |

| • | Europe — Our Europe segment, representing approximately [removed: 23%] [added: 26%] of our Fiscal [removed: 2017] [added: 2018] net revenues, primarily consists of sales of our Ralph Lauren branded products made through our wholesale and retail businesses in Europe and the Middle [removed: East.] [added: East, excluding Club Monaco. In Europe, our wholesale business is comprised of a varying mix of sales to both department stores and specialty stores, depending on the country. Our retail business in Europe is comprised of our Ralph Lauren stores, our factory stores, our concession-based shop-within-shops, and our various digital commerce sites.] |

| • | Asia — Our Asia segment, representing approximately [removed: 13%] [added: 15%] of our Fiscal [removed: 2017] [added: 2018] 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. [added: Our retail business in Asia is comprised of our Ralph Lauren stores, our factory stores, and our concession-based shop-within-shops. In addition, we sell our products through various third-party digital partner commerce sites. In Asia, our wholesale business is comprised primarily of sales to department stores, with related products distributed through shop-within-shops.] |

In addition to these reportable segments, we also have other non-reportable segments, representing approximately 7% of our Fiscal [removed: 2017] [added: 2018] net revenues, which primarily consist of (i) sales of [removed: our] Club Monaco branded products made through our retail businesses in the U.S., Canada, and Europe, [added: and our licensing alliances in Europe and Asia,] (ii) sales of [removed: our] Ralph Lauren branded products made through our wholesale business in Latin America, and (iii) royalty revenues earned through our global licensing [removed: alliances.][added: alliances, excluding Club Monaco.]

Approximately [removed: 40%] [added: 45%] of our Fiscal [removed: 2017] [added: 2018] net revenues were earned outside of the U.S. See Note [removed: 20] [added: 19] to the accompanying consolidated financial statements for further discussion of our segment reporting structure.

Certain [added: other] worldwide events, including political unrest, acts of terrorism, monetary policy changes, and currency and commodity price changes, increase volatility in the global economy.

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

As [added: our international business continues to grow, and because] the majority of our products are produced outside of the U.S., major changes in [added: global] tax policies or trade relations could have a material adverse effect on our business or operating results.

[removed: As a result of these collective] [added: This, along with other] factors, [removed: among others,] [added: has resulted in] many retailers, including certain of our large wholesale customers, [removed: have been] [added: becoming] highly promotional and [removed: have] aggressively [removed: marked] [added: marking] down their merchandise in an attempt to offset [removed: traffic] declines [removed: with increased levels of conversion.][added: in physical store traffic.]

The retail [removed: industry] [added: industry, particularly in the U.S.,] has also experienced numerous [removed: consolidations,] [added: bankruptcies,] restructurings, [removed: reorganizations,] and [removed: other] ownership changes in recent [removed: years, and we expect such changes will continue as a result of current economic conditions.][added: years.]

[removed: If challenging economic conditions and] [added: The continuation of these] industry trends [removed: continue or worsen,] [added: could further impact] consumer spending and consumption behavior [removed: could be negatively impacted,] [added: in our industry,] which could have a material adverse effect on our business or operating results.

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

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

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

In Fiscal [removed: 2017,] [added: 2018,] we reported net revenues of [removed: $6.653] [added: $6.182] billion, [removed: a] net [removed: loss] [added: income] of [removed: $99.3] [added: $162.8] million, and net [removed: loss] [added: income] per diluted share of [removed: $1.20,] [added: $1.97,] as compared to net revenues of [removed: $7.405] [added: $6.653] billion, [added: a] net [removed: income] [added: loss] of [removed: $396.4] [added: $99.3] million, and net [removed: income] [added: loss] per diluted share of [removed: $4.62] [added: $1.20] in Fiscal [removed: 2016.][added: 2017.]

The comparability of our operating results has been affected by [added: TCJA enactment-related charges recorded during Fiscal 2018, as well as] restructuring-related charges, impairment of assets, and certain other [removed: charges, as well as the 53rd week in] [added: charges recorded during both] Fiscal [removed: 2016] [added: 2018] and [removed: unfavorable foreign currency effects, all] [added: Fiscal 2017,] as discussed further below.

During Fiscal [removed: 2017,] [added: 2018,] net revenues declined [removed: 10.2%] [added: 7.1%] on a reported basis and [removed: 9.9%] [added: 8.4%] on a constant currency basis, as defined within "Transactions and Trends Affecting Comparability of Results of Operations and Financial Condition" below.

Our gross profit as a percentage of net revenues [removed: declined] [added: increased] by [removed: 160] [added: 580] basis points to [removed: 54.9%] [added: 60.7%] during Fiscal [removed: 2017,] [added: 2018,] primarily driven by [removed: higher] [added: lower] non-cash inventory-related charges recorded in connection with [added: the Way Forward Plan, lower levels of promotional activity in connection with] our [removed: restructuring plans and net unfavorable foreign currency effects, partially offset by increased profitability driven by] [added: long-term growth strategy,] favorable geographic and channel [removed: mix] [added: mix,] and [removed: our quality of sales initiatives, including] lower [removed: levels of promotional activity within our international businesses.][added: sourcing costs.]

Net income per diluted share [removed: declined] [added: increased] by [removed: $5.82] [added: $3.17] to [removed: a loss of $1.20] [added: $1.97] per share in Fiscal [removed: 2017] [added: 2018] as compared to Fiscal [removed: 2016,] [added: 2017,] due to [removed: lower] [added: higher] net income and lower weighted-average diluted shares outstanding during Fiscal [removed: 2017.][added: 2018.]

Our operating results during Fiscal [removed: 2017] [added: 2018] and Fiscal [removed: 2016] [added: 2017] were [added: also] negatively impacted by restructuring-related charges, impairment of assets, and certain other charges totaling [removed: $770.3] [added: $165.6] million and [removed: $211.8] [added: $770.3] million, respectively, which had an after-tax effect of reducing net income by [removed: $592.1 million and $150.1] [added: $113.3] million, [removed: respectively,] or [removed: $7.10] [added: $1.38] per diluted [removed: share] [added: share,] and [removed: $1.74] [added: $592.1 million, or $7.10] per diluted share, respectively.

In addition, our net loss during Fiscal 2017 reflected [removed: 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.

[removed: Net income during Fiscal 2016 reflected the favorable impact of] [added: | • |] the inclusion of the 53rd [removed: week,] [added: week in Fiscal 2016,] which [removed: increased] [added: resulted in incremental] net [added: revenues of $72.2 million and net] income [removed: by] [added: of] $8.3 [removed: million, or $0.10 per diluted share.][added: million. |]

We ended Fiscal [removed: 2017] [added: 2018] in a net cash and investments position (cash and cash equivalents plus short-term and non-current investments, less total debt) of [removed: $786.2 million,] [added: $1.494 billion,] compared to [removed: $559.2] [added: $786.2] million as of the end of Fiscal [removed: 2016.][added: 2017.]

The increase in our net cash and investments position was primarily due to our operating cash flows of [removed: $952.3] [added: $975.1] million, partially offset by our use of cash to invest in our business through [removed: $284.0] [added: $161.6] million in capital [removed: expenditures, to support Class A common stock repurchases of $215.2 million, including withholdings in satisfaction of tax obligations for stock-based compensation awards,] [added: expenditures] and to make cash dividend payments of [removed: $164.8] [added: $162.4] million.

We generated [removed: $952.3] [added: $975.1] million of cash from operations during Fiscal [removed: 2017,] [added: 2018,] compared to [removed: $1.007 billion] [added: $952.6 million] during Fiscal [removed: 2016.][added: 2017.]

The [added: $64.1 million net] decrease in [removed: our operating] cash [removed: flows] [added: provided by operating activities] was [removed: primarily] due to a decline in net income before non-cash charges, partially offset by a net favorable change related to our operating assets and liabilities, including our working capital.

Our equity [removed: declined] [added: increased] to [removed: $3.300] [added: $3.457] billion as of [removed: April 1, 2017,] [added: March 31, 2018,] compared to [removed: $3.744] [added: $3.300] billion as of April [removed: 2, 2016,] [added: 1, 2017,] primarily due to our [removed: Class A common stock repurchases, dividends declared, and] comprehensive [removed: loss, partially offset by] [added: income and] the net impact of stock-based compensation [removed: arrangements] [added: arrangements, partially offset by our dividends declared] during Fiscal [removed: 2017.][added: 2018.]

[removed: Consistent with our announcement on February 2,] [added: Effective May] 2017, Mr. Stefan Larsson departed as the Company's President and [removed: CEO] [added: Chief Executive Officer] and as a member of our Board of [removed: Directors, effective as of May 1, 2017.][added: Directors.]

[removed: Subsequently, on May 17, 2017, we announced that] [added: Subsequent to] Mr. [added: Larsson's departure, Mr.] Patrice Louvet [removed: will be] [added: was] appointed as the Company's new President and [removed: CEO] [added: Chief Executive Officer] and as a member of our Board of Directors, effective [removed: as of] July [removed: 10, 2017 or such date as may be mutually agreed upon by the parties.][added: 2017.]

See Note [removed: 22] [added: 10] to [removed: our] [added: the] accompanying consolidated financial statements for [removed: further] [added: additional] discussion regarding the [removed: appointment of Mr. Louvet.][added: TCJA.]

Global Economic Conditions and Industry Trends

The global economy and our industry are impacted by many different influences.

Most recently, the U.S. enacted new tax legislation known as the TCJA (as defined within "Recent Developments"), which is intended to stimulate economic growth and capital investment in the U.S. by, among its other provisions, lowering tax rates for both corporations and individuals alike.

In addition, the retail landscape in which we operate is evolving, with consumers continuing to diversify the channels in which they transact and shifting their shopping preference from physical stores to online.

Certain of our operations, including our North America wholesale business, have been negatively impacted by these dynamics.

Additionally, changes in economic conditions, including those that may result from the TCJA, can further impact consumer discretionary income levels and spending.

While we are optimistic that the TCJA will stimulate economic growth, it is still too early to determine the resulting impact on consumer spending and consumption behavior.

We have implemented various operating strategies globally to help address many of these current challenges, and continue to build a foundation for long-term profitable growth centered around strengthening our consumer-facing areas of product, stores, and marketing across channels and driving a more efficient operating model.

In connection with these strategies, we are taking deliberate actions to ensure promotional consistency across channels and enhance the overall brand and shopping experience, including reducing shipments to better align with underlying demand and lower inventory levels.

Additionally, we are optimizing our wholesale distribution channel, and closed approximately 25% of our underperforming U.S. department store points of distribution during Fiscal 2018.

Further, in October 2017, we began to shift to a more cost-effective and flexible platform for our directly operated digital businesses, which is expected to deliver a more brand-enhancing and consistent customer experience across our global digital ecosystem.

See our restructuring activities as described within "Recent Developments" below for further discussion.

The decline in reported net revenues during Fiscal 2018 was primarily due to lower sales from our North America segment driven by the impact of our quality of distribution and sales initiatives, including lower levels of promotional activity and a strategic reduction in shipments, as well as brand discontinuances and lower consumer demand.

Selling, general, and administrative ("SG&A") expenses as a percentage of net revenues increased by 240 basis points to 50.1% during Fiscal 2018, primarily due to operating deleverage on lower net revenues and the unfavorable impact attributable to geographic and channel mix, as a greater portion of our revenue was generated by our international retail businesses (which typically carry higher operating expense margins).

These increases were largely offset by our operational discipline and cost savings associated with our restructuring activities.

Net income increased by $262.1 million to $162.8 million in Fiscal 2018 as compared to Fiscal 2017, primarily due to a $590.5 million increase in operating income, partially offset by a $332.0 million increase in our income tax provision largely driven by TCJA enactment-related charges.

Net income during Fiscal 2018 reflected TCJA enactment-related charges of $221.4 million, or $2.68 per diluted share.

U.S. Tax Reform

On December 22, 2017, President Trump signed into law new tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "TCJA"), which became effective January 1, 2018.

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

During Fiscal 2018, we recorded net charges of $221.4 million within our income tax provision in connection with the TCJA, of which $209.3 million related to the mandatory transition tax, which we expect to pay over an eight-year period.

These charges, which were recorded on a provisional basis as permitted by SEC Staff Accounting Bulletin No. 118 ("SAB 118"), negatively impacted our effective tax rate by 4,520 basis points and lowered our diluted earnings per share by $2.68 during Fiscal 2018.

The provisional amounts were based on our present interpretations of the TCJA, current available information, and assumptions about future events, and are subject to further refinement as additional information becomes available and further analyses are completed.

Despite these enactment-related charges, we expect the TCJA will ultimately benefit our results of operations and financial condition in future periods, primarily due to the lower U.S. federal statutory income tax rate.

Additionally, we reevaluated our permanent reinvestment assertion and determined that undistributed foreign earnings that were subject to the one-time mandatory transition tax were no longer considered to be permanently reinvested, effective December 31, 2017.

In connection with this decision, we repatriated $252.0 million of cash to the U.S. from certain of our foreign subsidiaries during the fourth quarter of Fiscal 2018, and we repatriated an additional $400.0 million during the first quarter of Fiscal 2019.

We do not expect to incur additional charges related to Mr. Larsson's departure.

The remaining activities, which are primarily lease-related, are expected to be completed during Fiscal 2019.

Cumulative charges incurred since inception were $669.2 million, of which $102.8 million and $566.4 million were incurred during Fiscal 2018 and Fiscal 2017, respectively, and we expect to incur the remaining charges of approximately $100 million during Fiscal 2019.

| • | TCJA enactment-related charges of $221.4 million recorded within the income tax provision in the consolidated statements of operations during Fiscal 2018; |

Fiscal 2018 Compared to Fiscal 2017

| Net revenues | | $ | 6,182.3 | | | $ | 6,652.8 | | | $ | (470.5 | ) | | (7.1 | %) |

| Cost of goods sold | | (2,430.6 | | ) | | (3,001.7 | | ) | | 571.1 | | | | (19.0 | %) |

| Gross profit | | 3,751.7 | | | | 3,651.1 | | | | 100.6 | | | | 2.8 | % |

| Selling, general, and administrative expenses | | (3,095.5 | | ) | | (3,171.0 | | ) | | 75.5 | | | | (2.4 | %) |

| Impairment of assets | | (50.0 | | ) | | (253.8 | | ) | | 203.8 | | | | (80.3 | %) |

| Restructuring and other charges | | (108.0 | | ) | | (318.6 | | ) | | 210.6 | | | | (66.1 | %) |

| Operating income (loss) | | 498.2 | | | | (92.3 | | ) | | 590.5 | | | | NM | |

| Interest expense | | (18.2 | | ) | | (12.4 | | ) | | (5.8 | | ) | | 46.8 | % |

| Interest income | | 12.3 | | | | 7.3 | | | | 5.0 | | | | 69.0 | % |

| | | |

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

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.

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 throughout calendar 2017 and potentially beyond.

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

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.

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

Net income declined by $495.7 million to a loss of $99.3 million in Fiscal 2017 as compared to Fiscal 2016, primarily due to a $676.7 million decrease in operating income, partially offset by a $161.0 million decline in our income tax provision.

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

| (a) | Fiscal 2017 and Fiscal 2016 included non-cash impairment charges of $234.6 million and $27.2 million, respectively, recorded in connection with our restructuring plans. |

| • | the inclusion of the 53rd week in Fiscal 2016, which resulted in incremental net revenues of $72.2 million and net income of $8.3 million, or $0.10 per diluted share. |

| Amortization of intangible assets | | (24.1 | | ) | | (23.7 | | ) | | (0.4 | | ) | | 2.0 | % |

| Foreign currency gains (losses) | | 1.1 | | | | (3.8 | | ) | | 4.9 | | | | (128.8 | %) |

| Interest and other income, net | | 6.4 | | | | 5.6 | | | | 0.8 | | | | 14.3 | % |

| Equity in losses of equity-method investees | | (5.2 | | ) | | (10.9 | | ) | | 5.7 | | | | (52.5 | %) |

| (a) | Includes total depreciation expense of $283.4 million and $285.7 million for Fiscal 2017 and Fiscal 2016, respectively. |

| North America | | $ | 3,795.0 | | | $ | 4,493.9 | | | $ | (698.9 | ) | | $ | (0.4 | ) | | $ | (698.5 | ) | | (15.6 | %) | | (15.5 | %) |

| Asia | | 882.9 | | | | 893.5 | | | | (10.6 | | ) | | 43.6 | | | | (54.2 | | ) | | (1.2 | %) | | (6.1 | %) |

| Other non-reportable segments | | 431.5 | | | | 456.0 | | | | (24.5 | | ) | | (0.1 | | ) | | (24.4 | | ) | | (5.4 | %) | | (5.3 | %) |

| Other | | (17.8 | | ) |

During Fiscal 2018, we continue to expect a certain amount of operating expense deleverage driven by an anticipated decline in sales associated with our quality of sale initiatives and unfavorable foreign currency effects, which are affecting operating expenses at a lower rate than sales.

In addition, we will continue to invest in our long-term strategic initiatives, including expansion and renovations of our retail stores and concession shops, which will partially offset anticipated cost savings related to our restructuring activities (see "Recent Developments").

Amortization of Intangible Assets.

Amortization of intangible assets increased slightly by $0.4 million, or 2.0%, to $24.1 million in Fiscal 2017, due to net unfavorable foreign currency effects.

| North America | | $ | 674.7 | | | 17.8% | | $ | 951.6 | | | 21.2% | | $ | (276.9 | ) | | (340 bps) |

| Europe | | 302.6 | | | | 19.6% | | 280.1 | | | | 17.9% | | 22.5 | | | | 170 bps |

| Asia | | (85.8 | | ) | | (9.7%) | | (0.1 | | ) | | —% | | (85.7 | | ) | | (970 bps) |

| Other non-reportable segments | | 68.7 | | | | 15.9% | | 103.9 | | | | 22.8% | | (35.2 | | ) | | (690 bps) |

| | | 960.2 | | | | | | 1,335.5 | | | | | | (375.3 | | ) | | |

Fiscal 2016 Compared to Fiscal 2015

| Net revenues | | $ | 7,405.2 | | | $ | 7,620.3 | | | $ | (215.1 | ) | | (2.8 | %) |

| Cost of goods sold(a) | | (3,218.5 | | ) | | (3,242.4 | | ) | | 23.9 | | | | (0.7 | %) |

| Gross profit | | 4,186.7 | | | | 4,377.9 | | | | (191.2 | | ) | | (4.4 | %) |

| Selling, general, and administrative expenses(a) | | (3,389.7 | | ) | | (3,300.3 | | ) | | (89.4 | | ) | | 2.7 | % |

| Amortization of intangible assets | | (23.7 | | ) | | (25.2 | | ) | | 1.5 | | | | (6.2 | %) |

| Impairment of assets | | (48.8 | | ) | | (6.9 | | ) | | (41.9 | | ) | | NM | |

| Restructuring and other charges | | (142.6 | | ) | | (10.1 | | ) | | (132.5 | | ) | | NM | |

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

We also sell directly to consumers through our integrated retail channel, which includes our retail stores, concession-based shop-within-shops, and [removed: e-commerce] [added: digital commerce] operations around the world.

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

Our global reach is extensive, with merchandise available through our wholesale distribution channels at over [removed: 13,000] [added: 12,000] doors worldwide, the majority in specialty [removed: stores.][added: stores, as well as through the digital commerce sites of many of our wholesale customers.]

We also sell directly to customers throughout the world via our [removed: 466] [added: 472] retail stores and [removed: 619] [added: 632] concession-based shop-within-shops, as well as through our [added: own digital commerce sites and those of] various [removed: e-commerce sites.][added: third-party digital partners.]

In addition to our directly-operated stores and shops, our international licensing partners operate [removed: 105] [added: 88] Ralph Lauren stores, [removed: 22] [added: 54] Ralph Lauren concession shops, and 136 Club Monaco stores and shops.

Over the past five fiscal years, we have invested approximately [removed: $1.855] [added: $1.723] billion for [removed: acquisitions and] capital improvements, [added: acquisitions, and ventures,] 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: $2.177] [added: $1.727] billion and dividends paid amounted to approximately [removed: $770] [added: $805] million.

As of [removed: April 1, 2017,] [added: March 31, 2018,] Mr. R. Lauren, or entities controlled by the Lauren family, held approximately [removed: 83%] [added: 82%] of the voting power of the Company's outstanding common stock.

Our core strengths include a portfolio of global premium lifestyle brands, a [removed: strong record of developing and extending the distribution of our brands through multiple channels in] [added: well-diversified] global [removed: markets,] [added: multi-channel distribution network,] 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 — [removed: Current Trends] [added: Global Economic Conditions] and [removed: Outlook,"] [added: Industry Trends,"] we believe our core strengths will allow us to execute our long-term growth strategy.

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

Our [removed: growth] strategy [removed: is comprised of] [added: includes] the following key strategic initiatives:

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

[removed: Subsequently, on May 17, 2017, we announced that] [added: Subsequent to] Mr. [added: Larsson's departure, Mr.] Patrice Louvet [removed: will be] [added: was] appointed as the Company's new President and [removed: CEO] [added: Chief Executive Officer] and as a member of our Board of Directors, effective [removed: as of] July [removed: 10, 2017 or such date as may be mutually agreed upon by the parties.][added: 2017.]

See Note [removed: 22] [added: 10] to [removed: our] [added: the] accompanying consolidated financial statements for [removed: further] [added: additional] discussion regarding the [removed: appointment of Mr. Louvet.][added: TCJA.]

In connection with Mr. Larsson's departure, we recorded [added: cumulative] other charges of [added: $17.0 million, of which $5.6 million and] $11.4 million [added: were recorded] during Fiscal [removed: 2017] [added: 2018] and [removed: expect to incur additional charges of approximately $6 million during] Fiscal [removed: 2018.][added: 2017, respectively.]

See Note [removed: 10] [added: 9] to our accompanying consolidated financial statements for further discussion [removed: regarding] [added: of the charges recorded in connection with] Mr. Larsson's departure.

We [removed: plan to refocus] [added: are refocusing] on our core brands and [removed: evolve] [added: evolving] our product, marketing, and shopping experience to increase desirability and relevance.

We [added: are] also [removed: intend to evolve] [added: evolving] 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 [removed: plan to rightsize] [added: are rightsizing] our cost structure and [removed: implement] [added: implementing] a return on investment-driven financial model to free up resources to invest in the brand and drive high-quality sales.

Collectively, these [removed: actions] [added: actions, which were substantially completed during Fiscal 2017,] resulted in a reduction in workforce and the closure of certain stores and [removed: shop-within-shops during Fiscal 2017, and are expected to result in] [added: shop-within-shops, as well as] gross annualized expense savings of approximately [removed: $180 million to $220] [added: $200] million.

On March 30, 2017, our Board of Directors approved the following additional restructuring-related activities associated with [removed: our] [added: the] Way Forward Plan: (i) the restructuring of our in-house global [removed: e-commerce] [added: digital commerce] platform which was in development and [removed: shift] [added: shifting] to a more cost-effective, flexible [removed: 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 [removed: our] [added: the] Way Forward Plan.

These actions, which are expected to [removed: be completed by the end] [added: result in additional expense savings] of [removed: Fiscal 2018,] [added: approximately $140 million,] 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 [removed: will result] [added: were largely completed during Fiscal 2018 and resulted] in a further reduction in workforce and the closure of certain corporate office and store [removed: locations, and are expected to result in additional gross annualized expense savings of approximately $140 million.][added: locations.]

See Notes [removed: 9] [added: 8] and [removed: 10] [added: 9] to our accompanying consolidated financial statements for detailed discussions of the charges recorded in connection with the Way Forward Plan.

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

| • | Accessories — Our range of accessories encompasses [removed: men's and] [added: men's,] women's, [added: and children's,] including footwear, eyewear, watches, [added: fashion and] fine jewelry, [added: scarves,] hats, [removed: belts,] [added: gloves, umbrellas,] and leather goods, including [removed: handbags and] [added: handbags,] luggage, [added: small leather goods, and belts,] which are sold under [removed: various brand names, including] [added: the] Ralph Lauren Collection, Ralph Lauren Purple Label, Double RL, Polo Ralph Lauren, Lauren Ralph Lauren, Polo Ralph Lauren Children, [added: Chaps,] and Club [removed: Monaco, among others;] [added: Monaco;] |

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

| • | Fragrance — Our fragrance 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 Ralph Lauren [removed: Blue,] [added: Collection, Woman by Ralph Lauren,] Romance [removed: collection, RALPH collection,] [added: Collection, Ralph Collection,] and Big Pony [removed: collection] [added: Women's] brands. Men's fragrance products are sold under our [added: Polo Blue,] Safari, [added: Purple Label,] Polo [removed: Sport,] [added: Red,] Polo Green, Polo [removed: Blue,] [added: Black,] Polo [removed: Blue Sport, Purple Label,] [added: Supreme,] Polo [removed: Black, Double Black,] [added: Sport, and] Big Pony [removed: collection, Polo Red collection, and Polo Supreme Oud] [added: Men's] brands; and |

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

Our lifestyle brand image is reinforced by our distribution through our stores and concession-based shop-within-shops, our wholesale channels of distribution, our global [removed: e-commerce] [added: digital commerce] sites, and our Ralph Lauren restaurants.

We organize our [removed: brands] [added: business] into the following [removed: groups:][added: three reportable segments:]

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

Double RL is available at Double RL stores, at select Ralph Lauren stores, and an exclusive selection of the finest specialty stores around the world, as well as online at our Ralph Lauren [removed: e-commerce] [added: digital commerce] sites, including RalphLauren.com.

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

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

Tested and worn by top-ranked professional golfers, Polo [added: Golf Ralph Lauren, Ralph Lauren Golf,] and RLX [removed: Golf] [added: Ralph Lauren] for men and women define excellence in the world of golf.

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

Pink Pony [removed: primarily] consists of [removed: women's] [added: dual gender] sportswear and accessories.

| • | Elevating our brand through improved quality of sales, distribution, and product; |

| • | Evolving product, marketing, and shopping experience to increase reach and appeal with new consumers; |

| • | Expanding our digital and international presence; and |

| • | Working in new ways to drive productivity and agility. |

U.S. Tax Reform

On December 22, 2017, President Trump signed into law new tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "TCJA"), which became effective January 1, 2018.

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

During Fiscal 2018, we recorded net charges of $221.4 million within our income tax provision in connection with the TCJA, of which $209.3 million related to the mandatory transition tax, which we expect to pay over an eight-year period.

These charges, which were recorded on a provisional basis as permitted by SEC Staff Accounting Bulletin No. 118 ("SAB 118"), negatively impacted our effective tax rate by 4,520 basis points and lowered our diluted earnings per share by $2.68 during Fiscal 2018.

The provisional amounts were based on our present interpretations of the TCJA, current available information, and assumptions about future events, and are subject to further refinement as additional information becomes available and further analyses are completed.

Despite these enactment-related charges, we expect the TCJA will ultimately benefit our results of operations and financial condition in future periods, primarily due to the lower U.S. federal statutory income tax rate.

Additionally, we reevaluated our permanent reinvestment assertion and determined that undistributed foreign earnings that were subject to the one-time mandatory transition tax were no longer considered to be permanently reinvested, effective December 31, 2017.

In connection with this decision, we repatriated $252.0 million of cash to the U.S. from certain of our foreign subsidiaries during the fourth quarter of Fiscal 2018, and we repatriated an additional $400.0 million during the first quarter of Fiscal 2019.

We do not expect to incur additional charges related to Mr. Larsson's departure.

The remaining activities, which are primarily lease-related, are expected to be completed during Fiscal 2019.

Cumulative charges incurred since inception were $669.2 million, of which $102.8 million and $566.4 million were incurred during Fiscal 2018 and Fiscal 2017, respectively, and we expect to incur the remaining charges of approximately $100 million during Fiscal 2019.

We sell our products under the following key brand platforms:

We offer a premier collection of timepieces, which embody Ralph Lauren's passion for impeccable quality and exquisite design.

We also offer premium collections of fine jewelry, which capture the glamour and craftsmanship of Ralph Lauren's most luxurious designs.

Women's Polo represents the epitome of classic and iconic American style with a modern and cool twist.

Polo Golf Ralph Lauren, Ralph Lauren Golf, and RLX Ralph Lauren.

| 4. | Chaps — Launched in 1978 and celebrating its 40th anniversary, Chaps presents a vision of timeless, all-American style for men, women, children and home. The complete lifestyle collection offers casual sportswear, workday essentials, tailored clothing, and occasion dresses. Chaps effortless and spirited style is available in over 2,000 doors across the U.S., Canada, Mexico, and China. |

concession-based shop-within-shops.

Our products are also increasingly being sold through the digital commerce sites of many of our wholesale customers.

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

| | | | | | | |

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

| | | | | | | |

| Total | | 12,226 | | | 13,066 | |

| | | | | | | |

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

| | | | | | | |

| | | March 31, 2018 | | | April 1, 2017 | |

| North America | | 16,276 | | | 18,979 | |

| Total | | 22,388 | | | 25,854 | |

| Total | | 290 | |

| Asia | | 603 | |

| Total(a) | | 632 | |

In addition to our directly-operated platforms, our retail business in Asia sells products online through various third-party digital partner commerce sites.

Digital Ecosystem

| | |

| --- | --- |

| • | 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. |

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

In 2009, Ralph Lauren, together with internationally renowned luxury group Compagnie Financière Richemont SA, introduced a premier collection of timepieces through the Ralph Lauren Watch & Jewelry Co. The Ralph Lauren Watch & Jewelry Co. also offers premier collections of fine jewelry.

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

Polo and RLX Golf.

Over the years, Polo and RLX Golf have been proud to sponsor Tom Watson, Davis Love III, Jonathan Byrd, Justin Thomas, Luke Donald, Matteo Manassero, and Billy Horschel, among others.

| 4. | Chaps — Chaps represents a complete lifestyle collection for the entire family and home, with casual sportswear, workday essentials, and fashionable dresses. 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. |

Prior to the fourth quarter of Fiscal 2017, we organized our business into the following three reportable segments: wholesale, retail, and licensing.

In connection with the Way Forward Plan, we have implemented significant organizational changes that have impacted the manner in which we manage the Company.

Accordingly, during the fourth quarter of Fiscal 2017, we realigned our business into the following three reportable segments:

All prior period segment information has been recast to reflect the realignment of our segment reporting structure on a comparable basis.

Department stores are our major wholesale customers in North America.

| | | | |

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

| | | Doors | |

| | | Shop-within-Shops | |

| Total | | 23,804 | |

| Total | | 109 | |

| Total | | 278 | |

| Asia | | 586 | |

| Total(a) | | 619 | |

| (a) | Our Home products are sold under our Ralph Lauren Home, Lauren Ralph Lauren, and Chaps Home brands. As of April 1, 2017, we had agreements with 10 Home product licensing partners. |

Advertising and marketing expenses amounted to $219.9 million, $280.0 million, and $274.6 million in Fiscal 2017, Fiscal 2016, and Fiscal 2015, respectively.

In Fiscal 2017, reductions in promotional programs, store count, and marketing staffing drove substantial savings in comparison to the prior fiscal year.

We substantially completed the migration of our North America operations to SAP during Fiscal 2015, and the migration of our Europe operations to SAP was completed during the first quarter of Fiscal 2018.

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

Legislative proposals have been introduced which, if adopted, would treat a manipulation by China of the value of its currency as actionable under the anti-dumping or countervailing duty laws.

These regulations relate principally to product labeling, licensing requirements, and consumer product safety requirements and regulatory testing, particularly with respect to products used by children.

| | For the fiscal year ended [removed: April 1, 2017] [added: March 31, 2018] |

| The aggregate market value of the registrant's voting common stock held by non-affiliates of the registrant was [removed: $5,674,524,328] [added: $4,868,476,408] as of September [removed: 30, 2016,] [added: 29, 2017,] 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: 12, 2017, 55,113,976] [added: 18, 2018, 55,673,351] shares of the registrant's Class A common stock, $.01 par value and 25,881,276 shares of the registrant's Class B common stock, $.01 par value were outstanding. | | |

| Part III incorporates information from certain portions of the registrant's definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the fiscal year ended [removed: April 1, 2017.] [added: March 31, 2018.] | | |

| • | our ability to [added: successfully implement our long-term growth strategy and] achieve anticipated operating [removed: enhancements, sales growth, and/or] [added: enhancements and] cost reductions from our restructuring plans; |

| • | our efforts to successfully enhance, upgrade, and/or transition our global information technology systems and [removed: e-commerce] [added: digital commerce] platform; |

| • | changes in our tax obligations and effective tax [removed: rates] [added: rate] due to a variety of [added: other] factors, including potential [added: additional] changes in [added: U.S. or foreign] tax laws and regulations, accounting rules, or the mix and level of earnings by [removed: jurisdiction;] [added: jurisdiction in future periods that are not currently known or anticipated;] |

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

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

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

| • | our intention to introduce new products or enter into or renew [removed: alliances and exclusive relationships;] [added: alliances;] |

| • | our ability to access sources of liquidity to provide for our cash needs, including our debt obligations, [added: tax obligations,] payment of dividends, capital expenditures, and potential repurchases of our Class A common [removed: stock;] [added: stock, as well as the ability of our customers, suppliers, vendors, and lenders to access sources of liquidity to provide for their own cash needs;] |

| • | our ability to open new retail stores, concession shops, and [removed: e-commerce] [added: digital commerce] sites in an effort to expand our direct-to-consumer presence; |

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

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

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

All references to "Fiscal [removed: 2015"] [added: 2019"] represent the 52-week fiscal year [removed: ended] [added: ending] March [removed: 28, 2015.][added: 30, 2019.]

10-K 1 rl-20180331x10k.htm 10-K

| • | the impact to our business resulting from the recently enacted U.S. tax legislation commonly referred to as the Tax Cuts and Jobs Act, including related changes to our tax obligations and effective tax rate in future periods, as well as the enactment-related charges that were recorded during Fiscal 2018 on a provisional basis based on a reasonable |

estimate and are subject to change, all of which could differ materially from our current expectations and/or investors' expectations;

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

| | |

| --- | --- |

| • | 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; |

| | | |

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

| | 33 | |

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

The following table sets forth information relating to our key properties as of [removed: April 1, 2017:][added: March 31, 2018:]

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

As of [removed: April 1, 2017,] [added: March 31, 2018,] we directly operated [removed: 466] [added: 472] retail stores, totaling approximately [removed: 3.7] [added: 3.8] million square feet.

| 601 West 26th Street, NYC | | Corporate offices | | 137,800 |

| 5th Avenue, NYC(a) | | Retail flagship store | | 39,000 |

| | |

| --- | --- |

| (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"). |

| First Quarter | | $ | [removed: 141.08] [added: 84.47] | | | $ | [removed: 127.77] [added: 66.06] | | | $ | 0.50 | |

| Second Quarter | | [removed: 135.67] [added: 92.55] | | | | [removed: 104.34] [added: 70.36] | | | | 0.50 | | |

| Third Quarter | | [removed: 137.38] [added: 105.52] | | | | [removed: 103.29] [added: 83.26] | | | | 0.50 | | |

| Fourth Quarter | | [removed: 115.85] [added: 119.33] | | | | [removed: 82.15] [added: 100.09] | | | | 0.50 | | |

As of May [removed: 12, 2017,] [added: 18, 2018,] there were [removed: 715] [added: 694] 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 [removed: April 1, 2017.][added: March 31, 2018.]

The following table sets forth repurchases of shares of our Class A common stock during the fiscal quarter ended [removed: April 1, 2017:][added: March 31, 2018:]

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

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

The following graph compares the cumulative total stockholder return (stock price appreciation plus dividends) on our Class A common stock to the cumulative total return of the Standard & Poor's 500 Index and a peer group index of companies that we believe are closest to ours (the "Peer Group") for the period from March [removed: 31, 2012,] [added: 30, 2013,] the last day of our [removed: 2012] [added: 2013] fiscal year, through [removed: April 1, 2017,] [added: March 31, 2018,] the last day of our [removed: 2017] [added: 2018] fiscal year.

Our Peer Group consists of Burberry Group PLC, [removed: Coach, Inc.,] Compagnie Financière Richemont SA, The Estée Lauder Companies Inc., Hermes International, Kering, Luxottica Group, LVMH, PVH Corp., [added: Tapestry, Inc.,] Tiffany & Co., Tod's S.p.A., and V.F. Corporation.

The returns are calculated by assuming [removed: an] [added: a $100] investment [added: on March 30, 2013] in [removed: the] Class A common stock [removed: and each index of $100 on] [added: or] March 31, [removed: 2012,] [added: 2013 in an index,] with all dividends reinvested.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL [removed: RETURN*][added: RETURN]

[removed: ][added: ]

| Fiscal 2018: | | | | | | | | | | | | |

| December 31, 2017 to January 27, 2018 | | — | | | $ | — | | | — | | | $ | 100 | |

| January 28, 2018 to February 24, 2018 | | 639 | | | 116.20 | | | | — | | | 100 | | |

| February 25, 2018 to March 31, 2018 | | 7,098 | | | 108.46 | | | | — | | | 100 | | |

| | | 7,737 | | | | | | | — | | | | | |

| (b) | Repurchases of shares of Class A common stock are subject to overall business and market conditions. |

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

| 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 | | | | | |

| (a) | As of April 1, 2017, the remaining availability under our Class A common stock repurchase program was approximately $100 million, reflecting the May 11, 2016 approval by our Board of Directors to expand the program by up to an additional $200 million of Class A common stock repurchases. Repurchases of shares of Class A common stock are subject to overall business and market conditions. |

*$100 invested on March 31, 2012 in stock or index, including reinvestment of dividends.

Index calculated on a month-end basis.

[removed: Disclosure controls and procedures include, without limitation, controls and procedures designed] to ensure that material information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Except as discussed below, there has been no change in our internal control over financial reporting during the fourth quarter of Fiscal [removed: 2017] [added: 2018] that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

[removed: Global] Operating and Financial Reporting System Implementation

[removed: We recently] [added: During the first quarter of Fiscal 2018, we] completed the [removed: implementation] [added: migration] of [removed: a global] [added: our European operations to an] operating and financial reporting information technology system, SAP, as part of a multi-year plan to integrate and upgrade our [added: global] systems and processes.

Disclosure controls and procedures include, without limitation, controls and procedures designed

| | 68 | |

| | 69 | |

We substantially completed the migration of our North America operations to SAP during Fiscal 2015, and the migration of our Europe operations to SAP was completed during the first quarter of Fiscal 2018.

| | 69 | |

| | 70 | |

Information relating to our directors and corporate governance will be set forth in the Company's proxy statement for its [removed: 2017] [added: 2018] annual meeting of stockholders to be filed within 120 days after [removed: April 1, 2017] [added: March 31, 2018] (the "Proxy Statement") and is incorporated by reference herein.

The following table sets forth information as of [removed: April 1, 2017] [added: March 31, 2018] regarding compensation plans under which the Company's equity securities are authorized for issuance:

| (1) | Consists of [removed: 1,719,743] [added: 1,150,895] options to purchase shares of our Class A common stock and [removed: 2,209,899] [added: 2,678,728] restricted stock units that are payable solely in shares of Class A common stock (including [removed: 438,868] [added: 449,426] service-based restricted stock units that have fully vested but for which the underlying shares have not yet been delivered as of [removed: April 1, 2017).] [added: March 31, 2018).] Does not include 19,096 outstanding restricted shares that are subject to forfeiture. |

| Equity compensation plans approved by security holders | | 3,829,623 | | (1) | $ | 157.86 | | (2) | 3,111,331 | | (3) |

| Total | | 3,829,623 | | | $ | 157.86 | | | 3,111,331 | | |

| | 70 | |

| 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 | |

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

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

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

| 4.2 | | [removed: First] [added: [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 filed September 26, [removed: 2013)] [added: 2013)](http://www.sec.gov/Archives/edgar/data/1037038/000119312513380171/d603749dex42.htm)] |

| 4.3 | | [removed: Second] [added: [Second] Supplemental Indenture, dated as of August 18, 2015, by and between the Company and Wells Fargo Bank, National Association (filed as Exhibit 4.2 to the Form 8-K filed August 18, [removed: 2015)] [added: 2015)](http://www.sec.gov/Archives/edgar/data/1037038/000119312515294668/d82935dex42.htm)] |

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

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

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

| 10.4 | | [removed: Employment] [added: [Employment] Agreement, dated May 13, 2017, between the Company and Patrice Louvet (filed as Exhibit 10.1 to the Form 8-K filed May 17, [removed: 2017)†] [added: 2017)†](http://www.sec.gov/Archives/edgar/data/1037038/000095014217001057/eh1700645_ex1001.htm)] |

| [removed: 10.5] [added: 10.6] | | [removed: Amended] [added: [Amended] and Restated Employment Agreement, effective as of April 4, 2016, between the Company and Valérie Hermann (filed as Exhibit 10.1 to the Form 8-K filed May 4, [removed: 2016)†] [added: 2016)†](http://www.sec.gov/Archives/edgar/data/1037038/000095014216003655/eh1600565_ex1001.htm)] |

| [removed: 10.6] [added: 10.7] | | [removed: Amendment] [added: [Amendment] No. 1 to the Amended and Restated Employment Agreement, dated as of November 9, 2016, between the Company and Valérie Hermann (filed as Exhibit 10.1 to the Form 10-Q for the quarterly period ended October 1, [removed: 2016)†] [added: 2016)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703816000024/rl-20161001x10qex101.htm)] |

| [removed: 10.7] [added: 10.8] | | [removed: Employment] [added: [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, [removed: 2016)†] [added: 2016)†](http://www.sec.gov/Archives/edgar/data/1037038/000095014216003922/eh1600706_ex1001.htm)] |

| [removed: 10.8] [added: 10.9] | | [removed: Employment] [added: [Employment] Agreement, dated as of September 25, 2015, between the Company and Stefan Larsson (filed as Exhibit 10.2 to the Form 8-K filed October 1, [removed: 2015)†] [added: 2015)†](http://www.sec.gov/Archives/edgar/data/1037038/000095014215002185/eh1501215_ex1002.htm)] |

| [removed: 10.9] [added: 10.10] | | [removed: Amendment] [added: [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, [removed: 2016)†] [added: 2016)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703816000022/rl-20160702x10qex101.htm)] |

| [removed: 10.10] [added: 10.11] | | [removed: Employment] [added: [Employment] Separation Agreement and Release, between the Company and Stefan Larsson (filed as Exhibit 10.1 to the Form 8-K filed February 2, [removed: 2017)†] [added: 2017)†](http://www.sec.gov/Archives/edgar/data/1037038/000095014217000198/eh1700234_ex1001.htm)] |

| [removed: 10.13] [added: 10.12] | | [removed: Restricted] [added: [Restricted] Stock Unit Award Agreement, dated as of June 8, 2004, between the Company and Ralph Lauren (filed as Exhibit 10.15 to the Company's Annual Report on Form 10-K for the fiscal year ended April 2, [removed: 2005)†] [added: 2005)†](http://www.sec.gov/Archives/edgar/data/1037038/000095012305008114/y10404exv10w15.htm)] |

| [removed: 10.14] [added: 10.13] | | [removed: Executive] [added: [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, [removed: 2012)†] [added: 2012)†](http://www.sec.gov/Archives/edgar/data/1037038/000119312512292117/d373886ddef14a.htm)] |

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

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

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

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

| 10.19 | | [removed: Cliff] [added: [Cliff] Restricted Performance Share Unit Award Overview containing the standard terms of cliff restricted performance share unit awards under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.25 to the Company's Annual Report on Form 10-K for the fiscal year ended March 29, 2014 (the "Fiscal 2014 [removed: 10-K"))†] [added: 10-K"))†](http://www.sec.gov/Archives/edgar/data/1037038/000103703814000006/rl-20140329x10kex1025.htm)] |

| 10.20 | | [removed: Pro-Rata] [added: [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 [removed: 10-K)†] [added: 10-K)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703814000006/rl-20140329x10kex1026.htm)] |

| 10.21 | | [removed: Stock] [added: [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 [removed: 10-K)†] [added: 10-K)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703814000006/rl-20140329x10kex1027.htm)] |

| 10.22 | | [removed: Cliff] [added: [Cliff] Restricted Performance Share Unit with TSR Modifier Award Overview containing the standard terms of cliff restricted performance share unit awards under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.28 to the Fiscal 2014 [removed: 10-K)†] [added: 10-K)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703814000006/rl-20140329x10kex1028.htm)] |

| 10.23 | | [removed: Form] [added: [Form] of Performance Share Unit Award Agreement under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.38 to the Company's Annual Report on Form 10-K for the fiscal year ended March 28, 2015 (the "Fiscal 2015 [removed: 10-K"))†] [added: 10-K"))†](http://www.sec.gov/Archives/edgar/data/1037038/000103703815000006/rl-20150328x10kex1038.htm)] |

| 10.24 | | [removed: Form] [added: [Form] of Performance-Based Restricted Stock Unit Award Agreement under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.39 to the Fiscal 2015 [removed: 10-K)†] [added: 10-K)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703815000006/rl-20150328x10kex1039.htm)] |

| 10.25 | | [removed: Form] [added: [Form] of Restricted Stock Unit Award Agreement under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.1 to the Form 10-Q for the quarterly period ended June 27, [removed: 2015)†] [added: 2015)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703815000009/rl-20150627x10qex101.htm)] |

| 10.26 | | [removed: Form] [added: [Form] of Non-Employee Director Restricted Stock Award Agreement under the Amended and Restated 2010 Long-Term Stock Incentive Plan (filed as Exhibit 10.37 to the [removed: Company’s] [added: Company's] Annual Report on Form 10-K for the fiscal year ended April 2, 2016 (the [removed: “Fiscal] [added: "Fiscal] 2016 [removed: 10-K”)†] [added: 10-K")†](http://www.sec.gov/Archives/edgar/data/1037038/000103703816000019/rl-20160402x10kex1037.htm)] |

| [removed: 10.27] [added: 10.30] | | [removed: Amended] [added: [Amended] and Restated Credit Agreement, dated as of February 11, 2015, among 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 filed February 18, [removed: 2015)] [added: 2015)](http://www.sec.gov/Archives/edgar/data/1037038/000093244015000067/exh10-1_3944431.htm)] |

| [removed: 10.28] [added: 10.31] | | [removed: First] [added: [First] Amendment to the 2015 Credit Agreement, dated as of March 22, 2016, among 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 (filed as Exhibit 10.39 to the Fiscal 2016 [removed: 10-K)] [added: 10-K)](http://www.sec.gov/Archives/edgar/data/1037038/000103703816000019/rl-20160402x10kex1039.htm)] |

| [removed: 10.29] [added: 10.32] | | [removed: Amended] [added: [Amended] and Restated Polo Ralph Lauren Supplemental Executive Retirement Plan (filed as Exhibit 10.1 to the Company's Form 10-Q for the quarterly period ended December 31, [removed: 2005)†] [added: 2005)†](http://www.sec.gov/Archives/edgar/data/1037038/000095012306001404/y17243exv10w1.htm)] |

| 12.1* | | [removed: Computation] [added: [Computation] of Ratio of Earnings to Fixed [removed: Charges] [added: Charges](https://www.sec.gov/Archives/edgar/data/1037038/000103703818000007/rl-20180331x10kex121.htm)] |

| 14.1 | | [removed: Code] [added: [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, 2003 and available, as amended, on the Company's Internet [removed: site)] [added: site)](http://www.sec.gov/Archives/edgar/data/1037038/000095012303007248/y87538exv14w1.txt)] |

| 14.2 | | [removed: Code] [added: [Code] of Business Conduct and Ethics of the Company (filed as Exhibit 14.1 to the Form 10-Q for the quarterly period ended June 27, 2015 and available, as amended, on the Company's Internet [removed: site)] [added: site)](http://www.sec.gov/Archives/edgar/data/1037038/000103703815000009/rl-20150627x10qex141.htm)] |

| 21.1* | | [removed: List] [added: [List] of Significant Subsidiaries of the [removed: Company] [added: Company](https://www.sec.gov/Archives/edgar/data/1037038/000103703818000007/rl-20180331x10kex211.htm)] |

| [removed: 31.1*] [added: /S/ RALPH LAUREN] | | [removed: Certification of Ralph Lauren,] Executive [removed: Chairman and] [added: Chairman,] Chief Creative Officer, [removed: pursuant to 17 CFR 240.13a-14(a)] [added: and Director] | [added: | May 23, 2018 |]

| 32.1* | | [removed: Certification] [added: [Certification] of [removed: Ralph Lauren,] [added: Principal] Executive [removed: Chairman and Chief Creative Officer,] [added: Officer] pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002] [added: 2002](https://www.sec.gov/Archives/edgar/data/1037038/000103703818000007/rl-20180331x10kex321.htm)] |

| 32.2* | | [removed: Certification] [added: [Certification] of [removed: Jane Hamilton Nielsen, Chief] [added: Principal] Financial [removed: Officer,] [added: Officer] pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002] [added: 2002](https://www.sec.gov/Archives/edgar/data/1037038/000103703818000007/rl-20180331x10kex322.htm)] |

| 101* | | Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets at [removed: April 1, 2017] [added: March 31, 2018] and April [removed: 2, 2016,] [added: 1, 2017,] (ii) the Consolidated Statements of Operations for the fiscal years ended [added: March 31, 2018,] April 1, 2017, [added: and] April 2, 2016, [removed: and March 28, 2015,] (iii) the Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended [added: March 31, 2018,] April 1, 2017, [added: and] April 2, 2016, [removed: and March 28, 2015,] (iv) the Consolidated Statements of Cash Flows for the fiscal years ended [added: March 31, 2018,] April 1, 2017, [added: and] April 2, 2016, [removed: and March 28, 2015,] (v) the Consolidated Statements of Equity for the fiscal years ended [added: March 31, 2018,] April 1, 2017, [added: and] April 2, 2016, and [removed: March 28, 2015, and] (vi) the Notes to the Consolidated Financial Statements. |

| 3.3 | | [Fourth Amended and Restated By-laws of the Company (filed as Exhibit 3.3 to the Form 10-Q for the quarterly period ended July 1, 2017)](http://www.sec.gov/Archives/edgar/data/1037038/000103703817000008/rl-20170701x10qex33.htm) |

| 10.5 | | [Amendment No. 1 to the Employment Agreement, dated June 30, 2017, between the Company and Patrice Louvet (filed as Exhibit 10.1 to the Form 10-Q for the quarterly period ended July 1, 2017)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703817000008/rl-20170701x10qex101.htm) |

| | 71 | |

| 10.14 | | [Executive Officer Annual Incentive Plan, as amended as of August 10, 2017 (filed as Exhibit 10.2 to the Form 10-Q for the quarterly period ended July 1, 2017)†](http://www.sec.gov/Archives/edgar/data/1037038/000103703817000008/rl-20170701x10qex102.htm) |

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

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

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

| 23.1* | | [Consent of Ernst & Young LLP](https://www.sec.gov/Archives/edgar/data/1037038/000103703818000007/rl-20180331x10kex231.htm) |

| 31.1* | | [Certification of Principal Executive Officer pursuant to 17 CFR 240.13a-14(a)](https://www.sec.gov/Archives/edgar/data/1037038/000103703818000007/rl-20180331x10kex311.htm) |

| 31.2* | | [Certification of Principal Financial Officer pursuant to 17 CFR 240.13a-14(a)](https://www.sec.gov/Archives/edgar/data/1037038/000103703818000007/rl-20180331x10kex312.htm) |

| Patrice Louvet | | | | |

| /s/ MICHAEL A. GEORGE | | Director | | May 23, 2018 |

| Michael A. George | | | | |

| Current portion of long-term debt | | 298.1 | | | | — | | |

| Income tax payable | | 124.8 | | | | — | | |

| Interest income | | 12.3 | | | | 7.3 | | | | 6.3 | | |

| Other expense, net | | (3.1 | | ) | | (7.5 | | ) | | (16.3 | | ) |

| Net income (loss) | | $ | 162.8 | | | $ | (99.3 | ) | | $ | 396.4 | |

| Net income (loss) | | $ | 162.8 | | | $ | (99.3 | ) | | $ | 396.4 | |

| Cash, cash equivalents, and restricted cash at beginning of period | | 711.8 | | | | 502.1 | | | | 537.5 | | |

| Cash, cash equivalents, and restricted cash at end of period | | $ | 1,355.5 | | | $ | 711.8 | | | $ | 502.1 | |

| Balance at March 31, 2018 | | 127.9 | | | $ | 1.3 | | | $ | 2,383.4 | | | $ | 5,752.2 | | | 46.6 | | | $ | (4,581.0 | ) | | $ | (98.5 | ) | | $ | 3,457.4 | |

| (a) | Includes Class A and Class B common stock. |

| (c) | Includes an excess tax shortfall relating to stock-based compensation plans of $17.3 million in Fiscal 2017 and an excess tax benefit of $10.2 million in Fiscal 2016. In Fiscal 2018, the Company adopted ASU 2016-09 (as defined in Note 4), which requires such excess tax benefits and shortfalls be reflected prospectively as income tax benefit (provision) in the statements of operations. See Note 4 for further discussion of the Company's adoption of ASU 2016-09. |

A summary of shipping and handling costs is as follows:

| Shipping costs | | $ | 39.1 | | | $ | 42.8 | | | $ | 44.6 | |

| Handling costs | | 155.4 | | | | 170.1 | | | | 181.2 | | |

Such foreign currency transaction gains and losses are recognized in earnings within other expense, net, in the consolidated statements of operations, inclusive of the effects of any related hedging activities, and reflected net gains of $4.5 million and $1.1 million in Fiscal 2018 and Fiscal 2017, respectively, and net losses of $3.8 million in Fiscal 2016.

Such cash

As a result of its expiration, the joint venture's operations will wind-down during Fiscal 2019.

During Fiscal 2018, Fiscal 2017, and Fiscal 2016, equity in losses of equity-method investees were $4.5 million, $5.2 million, and $10.9 million, respectively, and were recorded within other expense, net, in the Company's consolidated statements of operations.

Further, during Fiscal 2018, sales to the Company's three largest wholesale customers, including Macy's, accounted for approximately 19% of total net revenues, as compared to approximately 21% during Fiscal 2017.

under enacted tax laws and rates.

fair value of the derivative instrument to the change in fair value or cash flows of the related hedged item.

Targeted Improvements to Accounting for Hedging Activities

In August 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-12, "Targeted Improvements to Accounting for Hedging Activities" ("ASU 2017-12").

ASU 2017-12 amends existing hedge accounting guidance by better aligning an entity's financial reporting with its risk management activities and by simplifying its application.

Among its provisions, ASU 2017-12 eliminates the requirement to separately measure and report ineffectiveness for instruments that qualify for hedge accounting, and generally requires that the entire change in fair value of such instruments ultimately be presented in the same income statement line as the respective hedged item.

Additionally, the updated guidance reduces complexity in the accounting for certain hedging relationships, eases documentation and effectiveness assessment requirements, broadens the scope of risk components eligible to qualify for hedge accounting, and modifies certain disclosure requirements.

Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost

| 3.3 | | Third Amended and Restated By-laws of the Company (filed as Exhibit 3.1 to the Form 8-K filed February 5, 2014) |

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

| 10.12 | | Employment Separation Agreement and Release, dated June 30, 2016, between the Company and Robert L. Madore (filed as Exhibit 10.1 to the Form 8-K filed July 1, 2016)† |

| 23.1* | | Consent of Ernst & Young LLP |

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

| | |

| --- | --- |

| | 76 | |

| Amortization of intangible assets | | (24.1 | | ) | | (23.7 | | ) | | (25.2 | | ) |

| Foreign currency gains (losses) | | 1.1 | | | | (3.8 | | ) | | (25.9 | | ) |

| Interest and other income, net | | 6.4 | | | | 5.6 | | | | 6.1 | | |

| (a) Includes total depreciation expense of: | | $ | (283.4 | ) | | $ | (285.7 | ) | | $ | (269.2 | ) |

| Equity in losses of equity-method investees | | 5.2 | | | | 10.9 | | | | 11.5 | | |

| Excess tax benefits from stock-based compensation arrangements | | (0.3 | | ) | | (10.2 | | ) | | (7.7 | | ) |

| Change in restricted cash deposits | | 0.3 | | | | (6.0 | | ) | | (0.9 | | ) |

| Excess tax benefits from stock-based compensation arrangements | | 0.3 | | | | 10.2 | | | | 7.7 | | |

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

| 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 | |

| Conversion of stock-based compensation awards(d) | | | | | | | | | (3.1 | | ) | | (10.7 | | ) | | | | | | | | | | | | | (13.8 | | ) |

| pursuant to stock-based compensation plans(c) | | 1.0 | | | — | | | | 43.4 | | | | | | | | | | | | | | | | | | | 43.4 | | |

| pursuant to stock-based compensation plans(c) | | 0.5 | | | — | | | | (12.3 | | ) | | | | | | | | | | | | | | | | | (12.3 | | ) |

| (a) | Includes Class A and Class B common stock. In Fiscal 2015, 1.0 million shares of Class B common stock were converted into an equal number of shares of Class A common stock pursuant to the terms of the Class B common stock (see Note 16). |

| (c) | Includes an excess tax shortfall relating to stock-based compensation plans of $17.3 million in Fiscal 2017, and excess tax benefits of $10.2 million and $7.7 million in Fiscal 2016 and Fiscal 2015, respectively. |

| (d) | Includes the conversion of certain fully-vested and expensed stock-based compensation awards to cash contributions into a deferred compensation account (see Note 16). |

Shipping costs were $42.8 million, $44.6 million, and $42.8 million in Fiscal 2017, Fiscal 2016 and Fiscal 2015, respectively.

Handling costs (described above), also included within SG&A expenses, were $170.1 million, $181.2 million, and $181.0 million in Fiscal 2017, Fiscal 2016 and Fiscal 2015, respectively.

Foreign currency transaction gains and losses are recognized in earnings and separately disclosed in the consolidated statements of operations.

The cash inflows and outflows related to restricted cash are classified as investing activities in the Company's consolidated statements of cash flows.

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

Additionally, ASU 2016-09 will change the classification of excess tax

The Company anticipates applying this change in classification on a retrospective basis.

Beyond its core revenue streams, the Company is also currently evaluating the impact of ASU 2014-09 on certain ancillary transactions and arrangements.

| | | 3,336.7 | | | | 3,487.2 | | |

| Balance at March 28, 2015 | | $ | 571.4 | | | $ | 199.9 | | | $ | 131.5 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 902.8 | |

| Foreign currency translation | | 10.4 | | | | 2.9 | | | | 1.8 | | | | — | | | | — | | | | — | | | | — | | | | 15.1 | | |

| Fiscal 2018 | | $ | 23.9 | |

| Total | | $ | 212.5 | |

| Other non-current liabilities | | 50.6 | | | | 48.1 | | |

| Total other non-current liabilities | | $ | 541.6 | | | $ | 593.7 | |

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