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•	the loss of key personnel, including Mr. Ralph Lauren, or other changes in our executive and senior management team or to our operating structure, and our ability to effectively transfer knowledge during periods of transition;

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

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

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

•	our ability to achieve anticipated operating enhancements, sales growth, and/or cost reductions from our restructuring plans;

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

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

•	our efforts to successfully enhance, upgrade, and/or transition our global information technology systems and e-commerce platform;

•	our ability to secure our facilities and systems and those of our third-party service providers from, among other things, cybersecurity breaches, acts of vandalism, computer viruses, or similar Internet or email events;

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

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

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

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

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

•	the impact to our business resulting from changes in consumers' ability 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;

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

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

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

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

•	our ability to continue to expand or grow our business internationally and the impact of related changes in our customer, channel, and geographic sales mix as a result;

•	changes in the business of, and our relationships with, major department store customers and licensing partners;

•	our intention to introduce new products or enter into or renew alliances and exclusive relationships;

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

•	our ability to open new retail stores, concession shops, and e-commerce sites in an effort to expand our direct-to-consumer presence;

•	the potential impact to the trading prices of our securities if our Class A common stock share repurchase activity and/or cash dividend payments differ from investors' expectations;

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

•	our ability to make certain strategic acquisitions and successfully integrate the acquired businesses into our existing operations; and

•	the potential impact on our operations and on our suppliers and customers resulting from natural or man-made disasters.

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Item 1.	Business.

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•	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.

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•	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 and RLX Golf, Polo Ralph Lauren Children, Chaps, and Club Monaco, among others;

•	Accessories — Our range of accessories encompasses men's and women's, including footwear, eyewear, watches, fine jewelry, hats, belts, and leather goods, including handbags and luggage, which are sold under various brand names, including Ralph Lauren Collection, Ralph Lauren Purple Label, Double RL, Polo Ralph Lauren, Lauren Ralph Lauren, Polo Ralph Lauren Children, and Club Monaco, among others;

•	Home — Our coordinated home products include bedding and bath products, furniture, fabric and wallpaper, lighting, tabletop, and giftware;

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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 Blue, Romance collection, RALPH collection, and Big Pony collection brands. Men's fragrance products are sold under our Safari, Polo Sport, Polo Green, Polo Blue, Polo Blue Sport, Purple Label, Polo Black, Double Black, Big Pony collection, Polo Red collection, and Polo Supreme Oud brands; and

•	Restaurants — Our restaurants translate 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 our newest location in London.

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1.	Ralph Lauren Luxury — Our Luxury group includes:

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

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3.	Lauren Ralph Lauren — Our Lauren group includes:

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.

5.

Club Monaco — Founded in 1985, Club Monaco designs and markets its own clothing and accessories for men and women, offering key fashion pieces with modern, urban sophistication and a selection of updated classics. Club Monaco apparel and accessories are available exclusively at Club Monaco stores around the world, as well as online at our Club Monaco e-commerce sites, ClubMonaco.com and ClubMonaco.ca. Club Monaco is also available in Asia through our licensing arrangements.

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North America — Our North America segment, representing approximately 57% of our Fiscal 2017 net revenues, primarily consists of sales of our Ralph Lauren branded apparel, accessories, home furnishings, and related products made through our wholesale and retail businesses in the U.S. and Canada, which include 7,294 wholesale doors, 46 Ralph Lauren stores, 170 factory stores, and our e-commerce site, www.RalphLauren.com.

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Europe — Our Europe segment, representing approximately 23% of our Fiscal 2017 net revenues, primarily consists of sales of our Ralph Lauren branded apparel, accessories, home furnishings, and related products made through our wholesale and retail businesses in Europe and the Middle East, which include 5,690 wholesale doors, 21 Ralph Lauren stores, 61 factory stores, 31 concession-based shop-within-shops, and various e-commerce sites.

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Asia — Our Asia segment, representing approximately 13% of our Fiscal 2017 net revenues, primarily consists of sales of our Ralph Lauren branded apparel, accessories, home furnishings, and related products made through our wholesale and retail businesses in Asia, Australia, and New Zealand, which include 187 wholesale doors, 42 Ralph Lauren stores, 47 factory stores, 586 concession-based shop-within-shops, and various third-party digital partner e-commerce sites.

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(a)	Our concession-based shop-within-shops were located at approximately 260 retail locations.

(a)	Our Club Monaco business has been aggregated with other non-reportable segments.

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(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.

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•	anticipate and respond to changing consumer demands in a timely manner;

•	create and maintain favorable brand recognition, loyalty, and reputation for quality;

•	develop and produce high quality products that appeal to consumers;

•	competitively price our products and create an acceptable value proposition for consumers;

•	provide strong and effective marketing support;

•	source raw materials at cost-effective prices;

•	anticipate and maintain proper inventory levels;

•	ensure product availability and optimize supply chain and distribution efficiencies; and

•	obtain additional points of distribution and sufficient retail floor space, and effectively present our products to consumers.

(a)	Includes Australia, China, Hong Kong, Macau, Malaysia, New Zealand, the Philippines, Singapore, Taiwan, Thailand, and Vietnam.

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•	comprehensive order processing;

•	production and design information;

•	accounting information; and

•	an enterprise view of information for our design, marketing, manufacturing, importing, and distribution functions.

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•	PURPLE LABEL;

•	DOUBLE RL;

•	RRL;

•	RLX;

•	LAUREN RALPH LAUREN;

•	PINK PONY;

•	LAUREN;

•	RALPH;

•	CHAPS;

•	CLUB MONACO; and

•	Various other trademarks, including those pertaining to fragrances and cosmetics.

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Item 1A.	Risk Factors

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•	higher than anticipated costs in implementing planned workforce reductions, particularly in highly regulated locations outside the U.S.;

•	higher than anticipated lease termination and store closure costs (see "Our business is subject to risks associated with leasing real estate and other assets under long-term, non-cancellable leases");

•	failure to meet operational targets or customer requirements due to the loss of employees or inadequate transfer of knowledge;

•	failure to maintain adequate controls and procedures while executing, and subsequent to completing, our restructuring plans;

•	diversion of management attention and resources from ongoing business activities and/or a decrease in employee morale;

•	attrition beyond any planned reduction in workforce; and

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

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

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

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

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

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

•	hire, train, and retain competent store personnel;

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

•	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").

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

•	adapting to local customs and culture;

•	unexpected changes in laws, judicial processes, or regulatory requirements;

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

•	changes in diplomatic and trade relationships;

•	political instability and terrorist attacks; and

•	general economic fluctuations in specific countries or markets.

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•	changes in social, political, and economic conditions or terrorist acts that could result in the disruption of trade from the countries in which our manufacturers or suppliers are located;

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

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

•	significant fluctuations in the cost of raw materials and commodities;

•	increases in the cost of labor, travel, and transportation;

•	disruptions of shipping and international trade caused by natural and man-made disasters, labor strikes, or other unforeseen events;

•	heightened terrorism-related security concerns, which could subject imported or exported goods to additional, more frequent, or more thorough inspections, leading to delays in the delivery of cargo;

•	decreased scrutiny by customs officials for counterfeit goods, leading to lost sales, increased costs for our anti-counterfeiting measures, and damage to the reputation of our brands;

•	pandemic and epidemic diseases, which could result in closed factories, reduced workforces, scarcity of raw materials, and scrutiny or embargoing of goods produced in infected areas;

•	the imposition of anti-dumping or countervailing duty proceedings resulting in the potential assessment of special anti-dumping or countervailing duties; and

•	the imposition of sanctions in the form of additional duties either by the U.S. or its trading partners to remedy perceived illegal actions by national governments.

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•	anticipating and responding in a timely fashion to changing consumer demands and shopping preferences, including the increasing shift to digital brand engagement, social media communications, and online shopping;

•	creating and maintaining favorable brand recognition, loyalty, and a reputation for quality;

•	developing and producing innovative, high-quality products in sizes, colors, and styles that appeal to consumers;

•	competitively pricing our products and creating an acceptable value proposition for consumers;

•	providing strong and effective marketing support;

•	obtaining sufficient retail floor space and effective presentation of our products at retail stores;

•	sourcing raw materials at cost-effective prices;

•	anticipating and maintaining proper inventory levels;

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•	ensuring product availability and optimizing supply chain and distribution efficiencies with manufacturers and retailers;

•	recruiting and retaining key employees;

•	maintaining and growing market share; and

•	protecting our intellectual property.

•	general business conditions;

•	economic downturns;

•	employment levels and wage rates;

•	downturns in the stock market;

•	interest rates;

•	foreign currency exchange rates;

•	the housing market;

•	consumer debt levels;

•	the availability of consumer credit;

•	commodity prices, including fuel and energy costs;

•	taxation; and

•	consumer confidence in future economic conditions.

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•	obtain capital;

•	manage its labor relations;

•	maintain relationships with its suppliers and customers; and

•	manage its credit and bankruptcy risks effectively.

Item 1B.	Unresolved Staff Comments.

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Item 2.	Properties.

(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").

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Item 3.	Legal Proceedings.

Item 4.	Mine Safety Disclosures.

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Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

(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.

(b)	Includes 2,067 shares surrendered or withheld in satisfaction of withholding taxes in connection with the vesting of awards issued under our long-term stock incentive plans.

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Item 6.	Selected Financial Data

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Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations.

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Overview.    This section provides a general description of our business, global economic developments, and a summary of our financial performance for Fiscal 2017. In addition, this section includes a discussion of recent developments and transactions affecting comparability that we believe are important in understanding our results of operations and financial condition, and in anticipating future trends.

•	Results of operations.    This section provides an analysis of our results of operations for Fiscal 2017 and Fiscal 2016 as compared to the respective prior fiscal year.

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Financial condition and liquidity.    This section provides a discussion of our financial condition and liquidity as of April 1, 2017, which includes (i) an analysis of our financial condition compared to the prior fiscal year-end; (ii) an analysis of changes in our cash flows for Fiscal 2017 and Fiscal 2016 as compared to the respective prior fiscal year; (iii) an analysis of our liquidity, including the availability under our commercial paper borrowing program and credit facilities, common stock repurchases, payments of dividends, and our outstanding debt and covenant compliance; and (iv) a summary of our contractual and other obligations as of April 1, 2017.

•	Market risk management.    This section discusses how we manage our risk exposures related to foreign currency exchange rates, interest rates, and our investments as of April 1, 2017.

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

•	Recently issued accounting standards.    This section discusses the potential impact on our reported results of operations and financial condition of certain accounting standards that have been recently issued or proposed.

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

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

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

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•	charges incurred in connection with our restructuring plans, as well as certain other asset impairments and other charges, as summarized below (references to "Notes" are to the notes to the accompanying consolidated financial statements):

(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.

(b)	Non-cash restructuring-related inventory charges are recorded within cost of goods sold in the consolidated statements of operations.

•	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, which favorably impacted our income tax benefit by $15.9 million, or $0.19 per diluted share, during Fiscal 2017.

•	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.

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

(b)	Effective tax rate is calculated by dividing the income tax benefit (provision) by income (loss) before income taxes.

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a $511.4 million net decrease related to our North America wholesale business, reflecting lower sales across all of our major apparel and accessories businesses, due in part to a strategic reduction of shipments in connection with our Way Forward Plan and a decline in department store traffic, which contributed to a more competitive retail environment. This decrease also reflected the absence of the 53rd week, which resulted in incremental net revenues of $10.0 million during the prior fiscal year;

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•	a $165.5 million net decrease in comparable store sales, primarily driven by lower sales from certain of our retail stores and Ralph Lauren e-commerce operations due in part to a decline in traffic. The following table summarizes our comparable store sales percentages on both a reported and constant currency basis related to our North America retail business:

•	a $22.0 million net decrease in non-comparable store sales, primarily driven by the absence of the 53rd week, which resulted in incremental net revenues of $28.2 million during the prior fiscal year, partially offset by new store openings during Fiscal 2017.

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a $57.1 million net decrease in comparable store sales, including net unfavorable foreign currency effects of $26.9 million. Our comparable store sales decreased by $30.2 million on a constant currency basis, primarily driven by lower sales from certain retail stores due in part to a decline in traffic, as well as lower levels of promotional activity in connection with our Way Forward Plan, partially offset by higher sales from our Ralph Lauren e-commerce operations. The following table summarizes our comparable store sales percentages on both a reported and constant currency basis related to our Europe retail business:

•	a $25.4 million net increase related to our Europe wholesale business, reflecting increased sales across all of our major apparel and accessories businesses. This increase is net of unfavorable foreign currency effects of $23.0 million; and

•	a $13.3 million net increase in non-comparable store sales, primarily driven by new store openings during Fiscal 2017, partially offset by net unfavorable foreign currency effects of $14.4 million and the absence of the 53rd week, which resulted in incremental net revenues of $14.3 million during the prior fiscal year.

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a $17.4 million net decrease in non-comparable store sales, primarily driven by the absence of the 53rd week, which resulted in incremental net revenues of $15.4 million during the prior fiscal year, as well as lower sales from certain of our stores and concession shops due in part to a decline in traffic, lower levels of promotional activity in connection with our Way Forward Plan, and the strategic closure of certain of our locations, partially offset by net favorable foreign currency effects of $11.1 million and new store openings during Fiscal 2017; and

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•	a $5.5 million net decrease related to our Asia wholesale business, primarily driven by lower sales in Greater China and Southeast Asia, partially offset by net favorable foreign currency effects of $3.4 million.

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a $12.3 million net increase in comparable store sales, including net favorable foreign currency effects of $29.1 million. Our comparable store sales decreased by $16.8 million on a constant currency basis, primarily driven by lower sales from certain of our stores and concession shops due in part to a decline in traffic, and lower levels of promotional activity in connection with our Way Forward Plan. The following table summarizes our comparable store sales percentage on both a reported and constant currency basis related to our Asia retail business:

(a)	Comparable store sales for our Asia segment was comprised solely of sales made through our stores and concession shops.

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an $8.6 million decrease in interest expense driven by the net favorable impact of our swap contracts entered into during Fiscal 2016, partially offset by the inclusion of twelve months of interest expense during the current fiscal year related to the 2.625% unsecured senior notes issued in August 2015, as compared to approximately seven months of interest expense during the prior year period. See Note 14 to the accompanying consolidated financial statements for further discussion of our swap contracts;

•	a $5.7 million decrease in equity in losses of equity-method investees, primarily related to our share in losses from our joint venture, the Ralph Lauren Watch and Jewelry Company Sárl, which is accounted for under the equity method of accounting; and

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a $4.9 million decrease in foreign currency losses, largely related to the net favorable revaluation and settlement of foreign currency-denominated intercompany receivables and payables, inclusive of the impact of forward foreign currency exchange contracts, as compared to the prior fiscal year period (foreign currency gains (losses) do not result from the translation of the operating results of our foreign subsidiaries to U.S. Dollars).

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(a)	Includes total depreciation expense of $285.7 million and $269.2 million for Fiscal 2016 and Fiscal 2015, respectively.

(b)	Effective tax rate is calculated by dividing the income tax provision by income before income taxes.

NM	Not meaningful.

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a $152.1 million net decrease related to our North America wholesale business, reflecting lower sales across all of our major apparel and accessories businesses, due in part to a decline in foreign tourist traffic in major metropolitan locations, which contributed to a more competitive retail environment. This decrease also reflected net unfavorable foreign currency effects of $14.3 million, and was net of the favorable impact of the 53rd week in Fiscal 2016, which resulted in incremental net revenues of $10.0 million; and

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•	an $80.8 million net decrease in comparable store sales, primarily driven by lower sales from certain of our retail stores. The following table summarizes our comparable store sales percentages on both a reported and constant currency basis related to our North America retail business:

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a $59.9 million net decrease in comparable store sales, including net unfavorable foreign currency effects of $76.2 million. Our comparable store sales increased by $16.3 million on a constant currency basis, primarily driven by an increase from our Ralph Lauren e-commerce operations. The following table summarizes our comparable store sales percentages on both a reported and constant currency basis related to our Europe retail business:

•	a $33.2 million net decrease related to our Europe wholesale business, reflecting net unfavorable foreign currency effects of $85.8 million, partially offset by increased sales across all of our major apparel and accessories businesses.

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a $72.9 million net decrease in comparable store sales, including net unfavorable foreign currency effects of $45.1 million. Our comparable store sales decreased by $27.8 million on a constant currency basis, primarily driven by lower sales from certain retail stores and concession shops. The following table summarizes our comparable store sales percentages on both a reported and constant currency basis related to our Asia retail business:

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•	an $8.0 million net decrease related to our Asia wholesale business, primarily driven by net unfavorable foreign currency effects of $4.7 million and lower sales in Japan.

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(a)	Recorded within other non-current assets in our consolidated balance sheets.

(b)	See Note 12 to the accompanying consolidated financial statements for discussion of the carrying values of our long-term debt.

(c)	"Net cash and investments" is defined as cash and cash equivalents, plus short-term and non-current investments, less total debt.

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•	a decline in our inventory levels, largely driven by our inventory management initiatives, lower sourcing costs, and the timing of inventory receipts.

•	an unfavorable change in our accounts receivable, largely driven by the timing of cash collections; and

•	an unfavorable change in our prepaid expenses and other current assets, largely driven by the timing of payments.

•	a $224.3 million increase in proceeds from sales and maturities of net investments, less cash used to purchase investments. During Fiscal 2017, we made net investment sales of $82.0 million, as compared to net investment purchases of $142.3 million during Fiscal 2016; and

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a $133.7 million decline in capital expenditures. During Fiscal 2017, we spent $284.0 million on capital expenditures, as compared to $417.7 million during Fiscal 2016. Our capital expenditures during Fiscal 2017 primarily related to our global retail store openings, department store renovations, enhancements to our global information technology systems, and further development of our infrastructure.

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a $296.8 million increase in cash used to repay debt, less proceeds from debt issuances. During Fiscal 2017, we made $90.0 million in net repayments related to our commercial paper note issuances and repayments and repaid $26.1 million of borrowings previously outstanding under our credit facilities. During Fiscal 2016, we received net proceeds of $299.4 million from the issuance of our 2.625% unsecured senior notes and $26.1 million in borrowings under our credit facilities, which were partially offset by net repayments of $144.8 million related to our commercial paper note issuances and repayments; and

•	a $28.2 million decline in proceeds from the exercise of stock option.

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a $285.2 million decrease in cash used to repurchase shares of our Class A common stock. During Fiscal 2017, we used $200.0 million to repurchase shares of Class A common stock pursuant to our common stock repurchase program, and an additional $15.2 million in shares of Class A common stock were surrendered or withheld in satisfaction of withholding taxes in connection with the vesting of awards under our long-term stock incentive plans. On a comparative basis, during Fiscal 2016, we used $479.9 million to repurchase shares of Class A common stock pursuant to our common stock repurchase program, and an additional $20.5 million in shares of Class A common stock were surrendered or withheld for taxes.

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•	a favorable change in our accounts receivable balance, largely driven by lower net revenues at the end of Fiscal 2016 and the timing of cash collections; and

•	favorable changes in our (i) prepaid expenses and other current assets and (ii) accounts payable and accrued liabilities balances, both largely driven by the timing of payments.

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a $53.2 million decrease in proceeds from debt issuances, less cash used to repay debt. During Fiscal 2016, we received net proceeds of $299.4 million from the issuance of our 2.625% unsecured senior notes and $26.1 million in borrowings under our credit facilities, which were partially offset by net repayments of $144.8 million related to our commercial paper note issuances and repayments. During Fiscal 2015, we received net proceeds of $233.9 million related to our commercial paper note issuances and repayments; and

•	a $12.1 million increase in cash used to pay dividends, primarily due to an increase in the quarterly cash dividend on our common stock from $0.45 per share to $0.50 per share effective beginning in the fourth quarter of Fiscal 2015. During Fiscal 2016, we used $170.3 million to pay dividends, as compared to $158.2 million during Fiscal 2015.

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a $31.2 million decrease in cash used to repurchase shares of our Class A common stock. During Fiscal 2016, we used $479.9 million to repurchase shares of Class A common stock pursuant to our common stock repurchase program, and an additional $20.5 million in shares of Class A common stock were surrendered or withheld in satisfaction of withholding taxes in connection with the vesting of awards under our long-term stock incentive plans. On a comparative basis, during Fiscal 2015, we used $499.9 million to repurchase shares of Class A common stock pursuant to our common stock repurchase program, and an additional $31.7 million in shares of Class A common stock were surrendered or withheld for taxes.

(a)	As defined in Note 12 to the accompanying consolidated financial statements.

(b)	Borrowings under the Commercial Paper Program are supported by the Global Credit Facility. Accordingly, we do not expect combined borrowings outstanding under the Commercial Paper Program and the Global Credit Facility to exceed $500 million.

(c)	Represents outstanding letters of credit for which we were contingently liable under the Global Credit Facility as of April 1, 2017.

(d)	During the first quarter of Fiscal 2018, we renewed the China Credit Facility with a reduced borrowing capacity of up to 50 million Chinese Renminbi (approximately $7 million). Accordingly, our total availability under the Pan-Asia Credit Facilities was reduced to approximately $49 million during the first quarter of Fiscal 2018. See Note 12 to the accompanying consolidated financial statements.

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•	Senior Notes represents the principal amount of our outstanding 2.125% Senior Notes and 2.625% Senior Notes. Amounts do not include any fair value adjustments, call premiums, unamortized debt issuance costs, or interest payments (see below);

•	Interest payments on Senior Notes represent the semi-annual contractual interest payments due on our 2.125% Senior Notes and 2.625% Senior Notes. Amounts do not include the impact of potential cash flows underlying our swap contracts entered into during Fiscal 2016 (see Note 14 to the accompanying consolidated financial statements for discussion of our swap contracts);

•

Lease obligations represent the minimum lease rental payments due under noncancelable leases for our real estate and operating equipment. In addition to such amounts, we are normally required to pay taxes, insurance, and certain occupancy costs relating to our leased real estate properties, which are not included in the table above. Approximately 70% of these lease obligations relate to our retail operations. Information has been presented separately for capital and operating leases;

•	Inventory purchase commitments represent our legally-binding agreements to purchase fixed or minimum quantities of goods at determinable prices; and

•	Other commitments primarily represent our legally-binding obligations under sponsorship, licensing, and other marketing and advertising agreements; distribution-related agreements; information technology-related service agreements; and pension-related obligations.

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•	Forecasted Inventory Transactions — recognized as part of the cost of the inventory being hedged within cost of goods sold when the related inventory is sold to a third party.

•	Intercompany Royalties/Settlement of Foreign Currency Balances — recognized within foreign currency gains (losses) during the period that the hedged balance is remeasured through earnings, generally through its settlement when the related payment occurs.

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Item 7A.	Quantitative and Qualitative Disclosures about Market Risk.

Item 8.	Financial Statements and Supplementary Data.

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Item 9A.	Controls and Procedures.

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Item 9B.	Other Information.

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Item 10.	Directors, Executive Officers and Corporate Governance.

Item 11.	Executive Compensation.

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

(1)

Consists of 1,719,743 options to purchase shares of our Class A common stock and 2,209,899 restricted stock units that are payable solely in shares of Class A common stock (including 438,868 service-based restricted stock units that have fully vested but for which the underlying shares have not yet been delivered as of April 1, 2017). Does not include 19,096 outstanding restricted shares that are subject to forfeiture.

(2)	Represents the weighted average exercise price of outstanding stock options.

(3)

All of the securities remaining available for future issuance set forth in column (c) may be in the form of options, stock appreciation rights, restricted stock, restricted stock units, performance awards, or other stock-based awards under the Company's 1997 Incentive Plan and 2010 Incentive Plan (the "Plans"). An additional 19,096 outstanding shares of restricted stock granted under the Company's Plans that remain subject to forfeiture are not reflected in column (c).

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Item 13.	Certain Relationships and Related Transactions, and Director Independence.

Item 14.	Principal Accounting Fees and Services.

Item 15.	Exhibits, Financial Statement Schedules.

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(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).

(b)	Accumulated other comprehensive income (loss).

(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).

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1.	Description of Business

2.	Basis of Presentation

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3.	Summary of Significant Accounting Policies

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(a)	Incremental shares of 0.7 million attributable to outstanding stock options, restricted stock, and RSUs were excluded from the computation of diluted shares for Fiscal 2017, as such shares would not be dilutive as a result of the net loss incurred.

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(a)	Amounts recorded to bad debt expense are included within SG&A expenses in the consolidated statements of operations.

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•	Forecasted Inventory Transactions — recognized as part of the cost of the inventory being hedged within cost of goods sold when the related inventory is sold to a third party.

•	Intercompany Royalties/Settlement of Foreign Currency Balances — recognized within foreign currency gains (losses) during the period that the hedged balance is remeasured through earnings, generally through its settlement when the related payment occurs.

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4.	Recently Issued Accounting Standards

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5.	Property and Equipment

6.	Goodwill and Other Intangible Assets

(a)	In connection with the realignment of the Company's segment reporting structure, the Company reallocated the carrying amount of goodwill to its new reporting units based upon each reporting unit's relative fair value as of the first day of its fourth quarter of Fiscal 2017. See Note 20 for further discussion of the Company's segment reporting structure.

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7.	Other Current and Non-Current Assets

8.	Other Current and Non-Current Liabilities

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9.	Impairment of Assets

10.	Restructuring and Other Charges

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(a)	Includes charges of $155.2 million associated with the destruction of inventory out of current liquidation channels during Fiscal 2017. Inventory-related charges are recorded within cost of goods sold in the consolidated statements of operations.

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(a)	Accelerated stock-based compensation expense, which is recorded within restructuring and other charges in the consolidated statements of operations, was recorded in connection with vesting provisions associated with certain separation agreements.

(b)	Inventory-related charges are recorded within cost of goods sold in the consolidated statements of operations.

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11.	Income Taxes

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(a)	Excludes federal, state, and local tax provisions of $17.3 million in Fiscal 2017 and federal, state, and local tax benefits of $10.2 million and $7.7 million in Fiscal 2016 and Fiscal 2015, respectively, resulting from stock-based compensation arrangements. Such amounts were recorded within equity.

(a)	Effective tax rate is calculated by dividing the income tax benefit (provision) by income (loss) before income taxes.

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(a)	The net deferred tax balances as of April 1, 2017 and April 2, 2016 were comprised of non-current deferred tax assets of $125.9 million and $118.7 million, respectively, recorded within deferred tax assets, and non-current deferred tax liabilities of $11.8 million and $16.3 million, respectively, recorded within other non-current liabilities in the consolidated balance sheets.

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(a)	Includes a $20.0 million decline in unrecognized tax benefits as a result of the Company's tax settlement agreement reached in Fiscal 2015 for the taxable years ended April 2, 2011 and April 3, 2012.

(a)	Includes a $15.9 million reversal of an income tax reserve resulting from a change in tax law that impacted an interest assessment on a prior year withholding tax.

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12.	Debt

(a)

During Fiscal 2016, the Company entered into an interest rate swap contract which it designated as a hedge against changes in the fair value of its fixed-rate 2.125% Senior Notes (see Note 14). Accordingly, the carrying value of the 2.125% Senior Notes as of April 1, 2017 and April 2, 2016 reflects an adjustment of $1.2 million and $2.0 million, respectively, for the change in fair value attributable to the benchmark interest rate. The carrying value of the 2.125% Senior Notes is also net of unamortized debt issuance costs and discount of $0.7 million and $1.2 million as of April 1, 2017 and April 2, 2016, respectively.

(b)

During Fiscal 2016, the Company entered into an interest rate swap contract which it designated as a hedge against changes in the fair value of its fixed-rate 2.625% Senior Notes (see Note 14). Accordingly, the carrying value of the 2.625% Senior Notes as of April 1, 2017 and April 2, 2016 reflects an adjustment of $8.2 million and $1.5 million, respectively, for the change in fair value attributable to the benchmark interest rate. The carrying value of the 2.625% Senior Notes is also net of unamortized debt issuance costs and discount of $1.7 million and $2.3 million as of April 1, 2017 and April 2, 2016, respectively.

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•

China Credit Facility — provided Ralph Lauren Trading (Shanghai) Co., Ltd. with a revolving line of credit of up to 100 million Chinese Renminbi (approximately $15 million) through April 6, 2017. During the first quarter of Fiscal 2018, the Company renewed the China Credit Facility through April 5, 2018, with a borrowing capacity of up to 50 million Chinese Renminbi (approximately $7 million), which may also be used to support bank guarantees.

•	South Korea Credit Facility — provides Ralph Lauren (Korea) Ltd. with a revolving line of credit of up to 47 billion South Korean Won (approximately $42 million) through October 31, 2017.

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13.	Fair Value Measurements

•	Level 1 — inputs to the valuation methodology based on quoted prices (unadjusted) for identical assets or liabilities in active markets.

•

Level 2 — inputs to the valuation methodology based on quoted prices for similar assets or liabilities in active markets for substantially the full term of the financial instrument; quoted prices for identical or similar instruments in markets that are not active for substantially the full term of the financial instrument; and model-derived valuations whose inputs or significant value drivers are observable.

•	Level 3 — inputs to the valuation methodology based on unobservable prices or valuation techniques that are significant to the fair value measurement.

(a)	Based on Level 1 measurements.

(b)	Based on Level 2 measurements.

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(a)	Based on Level 2 measurements.

(b)	See Note 12 for discussion of the carrying values of the Company's Senior Notes.

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14.	Financial Instruments

(a)	FC = Forward foreign currency exchange contracts; IRS = Interest rate swap contracts; CCS = Cross-currency swap contracts; NI = Net investment hedges.

(b)	PP = Prepaid expenses and other current assets; AE = Accrued expenses and other current liabilities; ONCA = Other non-current assets; ONCL = Other non-current liabilities.

(c)	Primarily includes undesignated hedges of foreign currency-denominated intercompany loans and other intercompany balances.

(d)	$22.4 million included within accrued expenses and other current liabilities and $0.5 million included within other non-current liabilities.

(e)	$15.0 million included within prepaid expenses and other current assets and $4.3 million included within other non-current assets.

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(a)	Amounts recognized in OCI would be recognized in earnings only upon the sale or liquidation of the hedged net investment.

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15.	Commitments and Contingencies

(a)	Net of sublease income, which is not significant in any period.

(b)	Includes a $49.5 million operating lease obligation related to the land portion of the build-to-suit lease agreement for the Company's former Polo store on Fifth Avenue in New York City, as further described below.

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(a)	Net of sublease income, which is not significant in any period.

(b)

Includes lease payments related to the Company's build-to-suit lease agreement for its former Polo store on Fifth Avenue in New York City, which was closed during the first quarter of Fiscal 2018. The total remaining commitment related to this lease was $160.2 million as of April 1, 2017, comprised of a $49.5 million operating lease obligation related to the land portion of the lease (included in the minimum operating lease payments table above) and a $110.7 million obligation related to the building portion of the lease (included in this minimum capital lease payments table).

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16.	Equity

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17.	Accumulated Other Comprehensive Income (Loss)

(a)

OCI before reclassifications to earnings related to foreign currency translation gains (losses) includes an income tax provision of $15.0 million for Fiscal 2017, and includes income tax benefits of $10.7 million and $4.5 million for Fiscal 2016 and Fiscal 2015, respectively. OCI before reclassifications to earnings for Fiscal 2017 and Fiscal 2016 include a gain of $23.4 million (net of a $14.3 million income tax provision) and a loss of $17.4 million (net of an $11.0 million income tax benefit), respectively, related to the effective portion of changes in the fair values of the Cross-Currency Swaps designated as hedges of the Company's net investment in certain of its European subsidiaries (see Note 14).

(b)	OCI before reclassifications to earnings related to net unrealized gains (losses) on cash flow hedges is net of income tax provisions of $2.2 million and $5.8 million for Fiscal 2017 and Fiscal 2015, respectively, and is net of an income tax benefit of $1.7 million for Fiscal 2016. The tax effects on amounts reclassified from AOCI to earnings are presented in a table below.

(c)	OCI before reclassifications to earnings related to net unrealized gains (losses) on defined benefit plans is net of an income tax benefit of $0.9 million for Fiscal 2015. The tax effects for both Fiscal 2017 and Fiscal 2016 were not material. The tax effects on amounts reclassified from AOCI to earnings were not material for any period presented.

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(a)	FC = Forward foreign currency exchange contracts.

18.	Stock-based Compensation

(a)	Fiscal 2017 and Fiscal 2016 include $4.3 million and $8.9 million, respectively, of accelerated stock-based compensation expense recorded within restructuring and other charges in the consolidated statements of operations (see Note 10). All other stock-based compensation expense was recorded within SG&A expenses.

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(a)	No stock options were granted during Fiscal 2017 or Fiscal 2016.

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(a)	Aggregate intrinsic value is the amount by which the market price of the Company's Class A common stock at the end of the period exceeds the exercise price of the stock option, multiplied by the number of options.

(b)	The number of options expected to vest takes into consideration expected forfeitures.

(a)	Aggregate intrinsic value is the amount by which the market price of the Company's Class A common stock exceeded the stock option's exercise price when exercised, multiplied by the number of options.

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(a)	No performance-based RSUs with a TSR modifier were granted during Fiscal 2017 or Fiscal 2016.

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19.	Employee Benefit Plans

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20.	Segment Information

•	North America — The North America segment primarily consists of sales of Ralph Lauren branded apparel, accessories, home furnishings, and related products made through the Company's wholesale and retail businesses in the U.S. and Canada.

•	Europe — The Europe segment primarily consists of sales of Ralph Lauren branded apparel, accessories, home furnishings, and related products made through the Company's wholesale and retail businesses in Europe and the Middle East.

•	Asia — The Asia segment primarily consists of sales of Ralph Lauren branded apparel, accessories, home furnishings, and related products made through the Company's wholesale and retail businesses in Asia, Australia, and New Zealand.

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(a)	The Company's sales to its largest wholesale customer, Macy's, accounted for approximately 10%, 11%, and 12%, of its total net revenues in Fiscal 2017, Fiscal 2016, and Fiscal 2015, respectively. Substantially all of the Company's sales to Macy's related to its North America segment.

(a)	During Fiscal 2017 and Fiscal 2016, the Company recorded restructuring-related inventory charges of $33.9 million and $7.2 million, respectively. Additionally, the Company recorded asset impairment charges of $62.5 million, $20.5 million, and $1.3 million during Fiscal 2017, Fiscal 2016, and Fiscal 2015, respectively. See Notes 9 and 10 for additional information.

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(b)	During Fiscal 2017 and Fiscal 2016, the Company recorded restructuring-related inventory charges of $20.1 million and $2.4 million, respectively. Additionally, the Company recorded asset impairment charges of $3.1 million, $8.2 million, and $0.5 million during Fiscal 2017, Fiscal 2016, and Fiscal 2015, respectively. See Notes 9 and 10 for additional information.

(c)	During Fiscal 2017 and Fiscal 2016, the Company recorded restructuring-related inventory charges of $137.6 million and $10.8 million, respectively. Additionally, the Company recorded asset impairment charges of $42.0 million, $18.2 million, and $4.8 million during Fiscal 2017, Fiscal 2016, and Fiscal 2015, respectively. See Notes 9 and 10 for additional information.

(d)	During Fiscal 2017, the Company recorded restructuring-related inventory charges of $6.3 million. Additionally, the Company recorded asset impairment charges of $29.2 million, $1.9 million, and $0.3 million during Fiscal 2017, Fiscal 2016, and Fiscal 2015, respectively. See Notes 9 and 10 for additional information.

(e)	During Fiscal 2017, the Company recorded asset impairment charges of $117.0 million. See Notes 9 and 10 for additional information.

(f)	The fiscal years presented included certain unallocated restructuring and other charges (see Note 10), which are detailed below:

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(a)	Net revenues and long-lived assets for certain of the Company's licensed operations are included within the geographic location of the reporting subsidiary which holds the respective license.

(b)	Includes the U.S., Canada, and Latin America. Net revenues earned in the U.S. were $3.990 billion, $4.688 billion, and $4.827 billion in Fiscal 2017, Fiscal 2016, and Fiscal 2015, respectively. Long-lived assets located in the U.S. were $1.033 billion and $1.160 billion as of April 1, 2017 and April 2, 2016, respectively.

(c)	Includes the Middle East.

(d)	Includes Australia and New Zealand.

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21.	Additional Financial Information

22.	Subsequent Event (Unaudited)

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(a)	Fiscal 2016 consisted of 53 weeks. All other fiscal years presented consisted of 52 weeks. The inclusion of the 53rd week in Fiscal 2016 resulted in incremental net revenues of $72.2 million and net income of $8.3 million, or $0.10 per diluted share.

(b)	Reflects the acquisition of the North American Chaps-branded men's sportswear business effective in April 2013, which resulted in the recognition of a $16.4 million gain on acquisition, as well as the acquisition of the Ralph Lauren-branded apparel and accessories business in Australia and New Zealand effective in July 2013.

(c)	Reflects the acquisition of the Ralph Lauren-branded business in Latin America effective in June 2012, the discontinuance of the majority of products sold under the American Living brand effective with the Fall 2012 wholesale selling season, and the wind down of the Rugby brand operations during the second half of the fiscal year.

(d)	Fiscal 2017 and Fiscal 2016 reflect non-cash inventory-related charges of $197.9 million and $20.4 million, respectively, recorded in connection with the Company's restructuring plans (see Note 10 to the accompanying consolidated financial statements).

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(a)

Working capital is calculated as total current assets less total current liabilities (including current maturities of debt). Working capital as of April 1, 2017 and April 2, 2016 reflect the Company's adoption of ASU No. 2015-17, "Balance Sheet Classification of Deferred Taxes," which requires all deferred tax assets and liabilities, together with any related valuation allowances, to be classified as non-current on the consolidated balance sheet (past guidance required deferred tax assets and liabilities to be broken out as current and non-current on the consolidated balance sheet). Prior periods were not retrospectively adjusted.

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(a)	The fourth quarter of Fiscal 2016 consisted of 14 weeks. All other fiscal quarters presented consisted of 13 weeks.

(b)

Net income (loss) and net income (loss) per common share for the three-month periods ended July 2, 2016, October 1, 2016, December 31, 2016, and April 1, 2017 were negatively impacted by pretax restructuring-related charges, impairment of asset charges, and certain other charges of $159.1 million, $149.5 million, $91.4 million, and $370.3 million, respectively (see Notes 9 and 10 to the accompanying consolidated financial statements).

(c)	Per common share amounts for the quarters and full years have been calculated separately. Accordingly, quarterly amounts may not add to the annual amount because of differences in the average number of common shares outstanding during each period.

(d)

Net income and net income per common share for the three-month periods ended June 27, 2015, September 26, 2015, December 26, 2015, and April 2, 2016 were negatively impacted by pretax restructuring-related charges, impairment of asset charges, and certain other charges of $45.3 million, $37.1 million, $77.8 million, and $51.6 million, respectively (see Notes 9 and 10 to the accompanying consolidated financial statements).

(e)	The inclusion of the 14th week in the fourth quarter of Fiscal 2016 resulted in incremental net revenues of $72.2 million and net income of $8.3 million, or $0.10 per diluted share.

(a)	Fiscal 2016 consisted of 53 weeks. All other fiscal years presented consisted of 52 weeks.

(b)	All ratios shown in the above table have been calculated using unrounded numbers.