RL 8-K Current Reports

Ralph Lauren 8-K Report, Financial Results (Aug 6, 2026)

Ralph Lauren Corporation reported results for the fiscal first quarter ended June 27, 2026 (Fiscal 2027), exceeding its expectations and raising its full-year Fiscal 2027 outlook. Net revenues rose 14% on a reported basis to $1.96 billion (13% in constant currency), led by Asia (up 24% to $589.3 million) and North America (up 13% to $740.3 million), with Europe up 7% to $594.4 million. Gross margin reached 73.7%, up 140 basis points, and reported operating income was $342.4 million (17.5% margin). Adjusted operating income was $365.9 million, an 18.7% margin, 170 basis points above the prior year. Reported diluted EPS was $4.28 (up 22%), and adjusted diluted EPS was $4.59 (up 22%). Adjusted figures exclude restructuring-related and other net charges, including Next Generation Transformation project charges. The company now expects Fiscal 2027 constant currency revenue growth centered around 5% to 6%, up from its prior mid-single-digit outlook, and operating margin expansion of approximately 60 to 80 basis points in constant currency. Foreign currency is expected to reduce revenue growth by roughly 50 to 100 basis points. Fiscal 2027 is a 53-week year. For the second quarter, the company guided to constant currency revenue growth centered around 5% to 6% and operating margin expansion of approximately 80 to 100 basis points. Balance sheet and capital returns remained healthy. The company ended the quarter with $1.9 billion in cash and short-term investments and $1.2 billion in total debt, compared with $2.3 billion and $1.6 billion a year earlier. Inventories were $1.2 billion, down 5% year over year per the release. The company repurchased approximately $250 million of Class A common stock and returned more than $300 million to shareholders through dividends and repurchases in the quarter. The filing furnishes the results under Item 2.02 and is not deemed filed for Exchange Act Section 18 purposes.

Aug 6, 2026 8-K

Ralph Lauren 8-K Report, Shareholder Vote Results (Aug 3, 2026)

Ralph Lauren Corporation filed this Form 8-K under Item 5.07 to report the results of its Annual Meeting of Stockholders, held on July 30, 2026. The filing is signed by Chief Financial Officer Justin M. Picicci and dated July 31, 2026. No financial results, guidance, or transaction information are disclosed in this report. Stockholders elected all nominees for director to serve until the 2027 Annual Meeting. Class A directors Angela Ahrendts (29,487,839 votes for; 859,613 withheld) and Linda Findley (29,226,445 for; 1,121,007 withheld) were elected, while Darren Walker received notably more withheld votes, at 10,438,404 against 19,909,048 for. All nine Class B directors, including Ralph Lauren, Patrice Louvet, and David Lauren, each received 218,812,760 votes for, with no votes withheld. Stockholders also ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending April 3, 2027, with 250,956,322 votes for, 522,890 against, and 19,063 abstentions. In a non-binding advisory vote, stockholders approved the compensation of the named executive officers and the company's compensation philosophy, policies and practices, with 247,311,631 votes for, 1,827,343 against, 21,238 abstentions, and 2,338,063 non-votes.

Aug 3, 2026 8-K

Ralph Lauren 8-K Report, Financial Results (May 21, 2026)

Ralph Lauren Corporation reported fourth quarter and full year fiscal 2026 results (fiscal year ended March 28, 2026) in a press release furnished as Exhibit 99.1 under Item 2.02. For the fourth quarter, net revenues rose 17% to $2.0 billion on a reported basis and 12% in constant currency. Reported diluted EPS was $2.45 versus $2.03 a year earlier, and adjusted diluted EPS (excluding restructuring-related and other net charges) was $2.80 versus $2.27. Global direct-to-consumer comparable store sales increased 17% in the quarter and 13% for the full year. Asia led growth with fourth-quarter revenue up 31% on a reported basis, while Europe rose 18% reported (6% constant currency) and North America rose 8%. For full fiscal 2026, revenue increased 15% to $8.1 billion on a reported basis (12% in constant currency), reported operating margin was 14.5% and adjusted operating margin was 16.0%. Reported diluted EPS was $15.11 and adjusted diluted EPS was $16.59. The company ended the year with $2.1 billion in cash and short-term investments and $1.2 billion in total debt, and returned more than $700 million to shareholders through dividends and repurchases. The Board approved a 10% increase in the quarterly dividend to $1.00 per share. For fiscal 2027, the company provided a preliminary outlook calling for constant currency revenue growth of approximately mid-single digits (centered around 4% to 5%) and constant currency operating margin expansion of approximately 40 to 60 basis points. The outlook is described as preliminary and subject to change given the volatile operating environment, and it excludes potential future restructuring-related charges. Fiscal 2027 is a 53-week year.

May 21, 2026 8-K

Ralph Lauren 8-K Report, Financial Results (Feb 5, 2026)

Ralph Lauren Corporation furnished an 8-K under Item 2.02 reporting results for its fiscal third quarter ended December 27, 2025, with the full press release attached as Exhibit 99.1. Revenue rose 12% on a reported basis to $2.4 billion ($2,406.0 million) and 10% in constant currency. Diluted EPS was $5.82 on a reported basis, up 25%, and $6.22 on an adjusted basis, up 29%, compared with $4.66 and $4.82 a year earlier. Gross margin was 69.9%, 150 basis points above the prior year, and adjusted operating margin was 20.9%, 220 basis points higher. Asia revenue grew 22% to $620 million, with China up more than 30%. Europe grew 12% reported and 4% in constant currency, and North America grew 8%. The company raised its fiscal 2026 outlook. Constant-currency revenue growth is now expected to be high-single to low-double digits, up from 5% to 7%. Operating margin expansion is now expected at 100 to 140 basis points in constant currency, up from 60 to 80 basis points. For the fourth quarter, management expects operating margin to contract 80 to 120 basis points in constant currency, reflecting higher U.S. tariffs and marketing spend on a seasonally smaller revenue base. The balance sheet remained strong, with $2.3 billion in cash and short-term investments and $1.2 billion in total debt at quarter-end. Inventory was $1.1 billion, up 15% year over year. The company repurchased $350 million of Class A stock fiscal year-to-date and paid dividends of $0.9125 per share in the quarter. Capital expenditures for fiscal 2026 are expected at 4% to 5% of revenue.

Feb 5, 2026 8-K

Ralph Lauren 8-K Report, Executive Changes (Jan 15, 2026)

Ralph Lauren Corporation filed this Form 8-K on January 15, 2026 to report the election of Cesar Conde as a Class B director, effective January 15, 2026. Mr. Conde, Chairman of NBCUniversal News Group, will serve until the 2026 Annual Meeting of Stockholders or until his successor is elected and qualified. In connection with his election, the Board increased its size from eleven members to twelve. The filing states that Mr. Conde was elected to the Board by the directors who were themselves elected by the holders of the Class B Common Stock at the last annual meeting. It also states there are no arrangements or understandings under which he was selected, no related-party transactions reportable under Item 404(a) of Regulation S-K, and that he will receive the same compensation, indemnification and other benefits as other non-employee directors. According to the attached press release (Exhibit 99.1), Mr. Conde holds a B.A. with honors from Harvard University and an M.B.A. from the Wharton School, previously served as President of Univision Networks, and also serves on the boards of Walmart and PepsiCo. Patrice Louvet, President and Chief Executive Officer, said his expertise will be valuable as the company executes its "Next Great Chapter: Drive" strategy.

Jan 15, 2026 8-K

Ralph Lauren 8-K Report, Financial Results (Nov 6, 2025)

Ralph Lauren Corporation reported results for the fiscal second quarter ended September 27, 2025, in a press release furnished as Exhibit 99.1 under Item 2.02. Revenue rose 17% on a reported basis to $2.0 billion (14% in constant currency), with double-digit growth in all geographies. Reported diluted EPS was $3.32, up 44% from $2.31, and adjusted diluted EPS was $3.79, up 49% from $2.54. Reported operating income was $246 million, with an adjusted operating margin of 14.1%, up 270 basis points. Global direct-to-consumer comparable store sales grew 13%. The company raised its full-year fiscal 2026 outlook. It now expects constant currency revenue growth of 5% to 7% and an operating margin expansion of approximately 60 to 80 basis points in constant currency, up from its prior outlook. For the third quarter, it expects mid-single-digit constant currency revenue growth and 60 to 80 basis points of operating margin expansion. Management cited strength in full-price selling, average unit retail growth of 12%, and expense leverage, while noting continued caution about the global operating environment in the second half. The balance sheet at quarter end showed $1.6 billion in cash and short-term investments and $1.2 billion in total debt. During the period the company retired $400 million of senior notes and repurchased about $63 million of Class A common stock, bringing fiscal year-to-date repurchases to $313 million. Fiscal year-to-date dividends and repurchases totaled approximately $420 million.

Nov 6, 2025 8-K

Ralph Lauren 8-K Report, Regulation FD Disclosure (Sep 16, 2025)

Ralph Lauren Corporation furnished this Form 8-K on September 16, 2025, to report that it hosted an investor meeting in New York City that day to present its "Next Great Chapter: Drive" strategic growth plan and long-term financial outlook. The accompanying press release (Exhibit 99.1) states that the company is reiterating its Fiscal 2026 guidance, provided on its August 7, 2025 earnings call, and introducing a three-year outlook through Fiscal 2028. Management expects revenue to grow at a mid-single-digit compound annual growth rate in constant currency from a Fiscal 2025 base, and operating margin to expand approximately 100 to 150 basis points by Fiscal 2028 in constant currency. Operating profit growth is expected to exceed top-line growth by Fiscal 2028 in constant currency. On capital allocation, the company plans to return at least $2 billion in excess free cash flow to shareholders on a cumulative basis through Fiscal 2028 via regular quarterly dividends and share repurchases, subject to Board authorization and business conditions. Capital expenditures are expected to be approximately 4% to 5% of revenue annually through Fiscal 2028. The Board raised the regular quarterly dividend by approximately 10% to $0.9125 per share at the beginning of Fiscal 2026, an annual rate of $3.65 per share. The current share repurchase authorization allows up to $1.6 billion in Class A Common Stock repurchases. The outlook excludes potential restructuring-related and other net charges and is subject to risks including tariffs, inflationary pressures, supply chain disruptions, and foreign currency volatility. The filing furnishes the information under Item 7.01 and states that it is not deemed filed for Exchange Act Section 18 purposes.

Sep 16, 2025 8-K

Ralph Lauren 8-K Report, Financial Results (Aug 7, 2025)

Ralph Lauren Corporation reported results for the fiscal first quarter ended June 28, 2025 (Fiscal 2026), furnished under Item 2.02 via a press release (Exhibit 99.1). Revenue rose 14% on a reported basis to $1.72 billion and 11% in constant currency, with growth led by Asia (up 21% reported) and Europe (up 16% reported), and North America up 8%. Global direct-to-consumer comparable store sales grew 13%. Gross margin reached 72.3%, up 180 basis points, and adjusted operating margin was 17.0%, up 270 basis points. Reported diluted EPS was $3.52, up 35%, and adjusted diluted EPS was $3.77, up 40%. The company ended the quarter with $2.3 billion in cash and short-term investments and $1.6 billion in total debt, compared with $1.8 billion and $1.1 billion a year earlier. Inventory was $1.2 billion, up 18%. The company repurchased approximately $250 million of Class A common stock and returned $300 million to shareholders through dividends and buybacks during the quarter. Management raised its full-year Fiscal 2026 outlook. It now expects constant-currency revenue to increase low- to mid-single digits and constant-currency operating margin to expand approximately 40 to 60 basis points, driven mainly by operating expense leverage. For the second quarter, it expects high-single-digit constant-currency revenue growth and 120 to 160 basis points of operating margin expansion. Management stated it remains cautious about the global operating environment in the second half of the fiscal year.

Aug 7, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Ralph Lauren 8-K Report, Shareholder Vote Results (Aug 4, 2025)

Ralph Lauren Corporation filed this Form 8-K to report the results of its Annual Meeting of Stockholders, held on July 31, 2025. At the meeting, stockholders elected all of the company's nominees for director to serve until the 2026 Annual Meeting, ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending March 28, 2026, and approved, on an advisory basis, the compensation of the named executive officers and the company's compensation philosophy, policies and practices. On the Class A director elections, Angela Ahrendts received 18,215,664 votes for and 12,935,186 withheld, Linda Findley received 30,074,559 votes for and 1,076,291 withheld, and Darren Walker received 20,194,315 votes for and 10,956,535 withheld, with 3,251,514 non-votes recorded for each. All eight Class B director nominees, including Ralph Lauren, Patrice Louvet, David Lauren and Frank A. Bennack, Jr., each received 218,812,760 votes for and no votes withheld. Class B shares carry ten votes per share, and Class A and Class B stock vote together as a single class on matters other than director elections. For the auditor ratification, 252,357,967 votes were cast for, 795,328 against and 61,829 abstained. On the advisory say-on-pay proposal, 247,955,843 votes were cast for, 1,948,892 against and 58,875 abstained, with 3,251,514 non-votes. The filing reports no other matters submitted to a vote.

Aug 4, 2025 8-K

Ralph Lauren 8-K Report, Material Agreement (Jun 5, 2025)

On June 5, 2025, Ralph Lauren Corporation completed its offering of $500 million aggregate principal amount of unsecured 5.000% Senior Notes due 2032. The Notes were sold under an automatic shelf registration statement on Form S-3 and an underwriting agreement dated June 2, 2025 with BofA Securities, Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC as representatives of the underwriters. The Notes mature June 15, 2032, pay interest semi-annually on June 15 and December 15 beginning December 15, 2025, and rank equally in right of payment with the company's existing and future unsecured and unsubordinated obligations. The Notes are redeemable at the company's option before April 15, 2032 at the greater of a make-whole price based on the Treasury Rate plus 0.15% and 100% of principal, and at 100% of principal thereafter, in each case plus accrued interest. The Indenture contains customary covenants limiting liens, sale and leaseback transactions, and consolidations, mergers or asset sales. Upon a Change of Control Repurchase Event, the company must offer to repurchase the Notes at 101% of principal plus accrued interest. The company expects to use the net proceeds for general corporate purposes, which may include repaying the $400 million outstanding principal of its existing 3.750% Senior Notes due September 15, 2025. Certain underwriters or their affiliates have provided other banking services to the company and are lenders under its global credit facility.

Jun 5, 2025 8-K

Ralph Lauren 8-K Report, Financial Results (May 22, 2025)

Ralph Lauren Corporation reported results for the fourth quarter and full fiscal year ended March 29, 2025, and furnished its press release as Exhibit 99.1 under Item 2.02. Fourth-quarter revenue rose 8% to $1.7 billion on a reported basis (10% in constant currency), and fiscal 2025 revenue rose 7% to $7.1 billion reported (8% constant currency). Fourth-quarter diluted EPS was $2.03 reported and $2.27 adjusted, versus $1.38 and $1.71 a year earlier. Full-year diluted EPS was $11.61 reported and $12.33 adjusted, versus $9.71 and $10.31 in fiscal 2024. Direct-to-consumer comparable store sales increased 13% in the fourth quarter and 10% for the full year. The company ended fiscal 2025 with $2.1 billion in cash and short-term investments and $1.1 billion in total debt. It returned $625 million to shareholders in fiscal 2025 through dividends and repurchases, and its board approved a 10% dividend increase to $0.9125 per quarter and a $1.5 billion expansion of its share repurchase program. Capital expenditures were $216 million for the year. For fiscal 2026, management issued preliminary guidance for low-single-digit constant-currency revenue growth, with growth weighted to the first half, and modest operating margin expansion in constant currency, inclusive of tariffs. Gross margin is expected to be roughly flat in constant currency as tariff and non-cotton cost pressures offset AUR growth and lower cotton costs. The first quarter outlook calls for high-single-digit constant-currency revenue growth and operating margin expansion of 150 to 200 basis points.

May 22, 2025 8-K

Ralph Lauren 8-K Report, Executive Changes (Apr 1, 2025)

Ralph Lauren Corporation filed this Current Report on Form 8-K dated April 1, 2025, under Item 5.02 (Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers). The filing discloses that on March 30, 2025, the company entered into Amendment No. 2 to the Amended and Restated Employment Agreement with Halide Alagoz. Under the amended agreement, Ms. Alagoz's annual base salary will be no less than $1 million, and the target grant value of her annual stock award will be $2 million, beginning with the fiscal 2026 grant cycle. The filing states that these terms are a summary and are qualified in their entirety by the full agreement, filed as Exhibit 10.1. The filing is limited to this compensation change for a named officer. It does not report financial results, earnings, or other operating information. The filing is signed by Justin M. Picicci, Chief Financial Officer.

Apr 1, 2025 8-K

Leadership ChangesRegulation FDExhibits & Filings

Ralph Lauren 8-K Report, Financial Results (Feb 6, 2025)

Ralph Lauren Corporation reported results for its third quarter of Fiscal 2025, the fiscal quarter ended December 28, 2024, in a press release furnished as Exhibit 99.1 under Item 2.02. Revenue rose 11% to $2.1 billion on both a reported and constant-currency basis, with global direct-to-consumer comparable store sales up 12%. Reported diluted EPS was $4.66, up 11% from $4.19, and adjusted diluted EPS was $4.82, up 16% from $4.17, excluding restructuring-related and other net charges. Reported operating income was $389.7 million (operating margin 18.2%), and adjusted operating margin was 18.7%, 230 basis points above the prior year. The company raised its full-year Fiscal 2025 outlook. Constant-currency revenue growth is now expected at approximately 6% to 7% (previously not stated in this filing), foreign currency is expected to reduce revenue by 100 to 150 basis points, and operating margin is expected to expand approximately 120 to 160 basis points in constant currency. Fourth-quarter guidance calls for constant-currency revenue growth of approximately 6% to 7%, with foreign currency reducing revenue growth by approximately 300 basis points. Capital expenditures for Fiscal 2025 are now expected at $200 million to $250 million. The balance sheet remained solid at quarter-end, with cash and short-term investments of $2.1 billion against total debt of $1.1 billion. Inventories were $998.6 million, and the company repurchased approximately $74 million of Class A Common Stock in the quarter. Year to date, the company has returned approximately $500 million to shareholders through dividends and share repurchases.

Feb 6, 2025 8-K

Ralph Lauren 8-K Report, Executive Changes (Jan 21, 2025)

Ralph Lauren Corporation filed this Form 8-K on January 21, 2025 to report enterprise leadership changes. On January 20, 2025, the Company appointed Robert (Bob) Ranftl as Chief Operating Officer, effective March 30, 2025, succeeding Jane Nielsen, whose planned departure was previously announced as part of a multi-year strategic succession plan. Ranftl is currently Regional Chief Executive Officer for North America, and he will be succeeded in that role by Mercedes Abramo, who joins the Company from Cartier S.A. on March 1 and whose appointment is described as Regional CEO, North America. Under his Employment Agreement dated January 20, 2025, Ranftl receives an annual base salary of not less than $1,000,000, a target bonus of 100% and a maximum bonus of 200% of fiscal year salary earnings under the Executive Incentive Plan, and beginning in fiscal year 2026 an annual equity award valued at $2,250,000. The agreement provides one year of base salary continuation plus a lump sum equal to his target bonus upon a termination without Cause or for Good Reason. If such a termination occurs within 12 months after a Change in Control, he would receive a lump sum equal to two times his base salary and most recent bonus, and unvested equity would vest immediately. The filing also furnishes a press release, dated January 21, 2025, announcing the appointments. The press release states that Ranftl will oversee IT, logistics, real estate, architecture, store design and the licensing organization as COO, and that both executives will join the enterprise leadership team reporting to Patrice Louvet, President and Chief Executive Officer.

Jan 21, 2025 8-K

Ralph Lauren 8-K Report, Financial Results (Nov 7, 2024)

Ralph Lauren Corporation reported results for the fiscal second quarter ended September 28, 2024 (Fiscal 2025), in a press release furnished as Exhibit 99.1 under Item 2.02. Net revenues rose to $1.73 billion, up 6% on both a reported and constant currency basis, with growth led by Asia (up 9% reported, 10% constant currency) and Europe (up 7% reported, 6% constant currency). North America revenue increased 3% to $739 million, with retail comparable store sales up 6%. Reported diluted EPS was $2.31, compared with $2.19 a year earlier, and adjusted diluted EPS, excluding restructuring-related and other net charges, was $2.54 versus $2.10. Reported operating income was $178.9 million, and adjusted operating margin was 11.4%. The company raised its full-year Fiscal 2025 outlook. It now expects constant currency revenue growth of approximately 3% to 4% and operating margin expansion of approximately 110 to 130 basis points in constant currency. For the third quarter, it expects constant currency revenue growth of approximately 3% to 4% and operating margin expansion of approximately 100 to 140 basis points in constant currency. The full-year tax rate is now expected to be approximately 22% to 23%, and capital expenditures are expected to be $250 million to $300 million. Balance sheet and cash returns remained solid. Cash and short-term investments totaled $1.7 billion against total debt of $1.1 billion, and the company repurchased approximately $100 million of Class A Common Stock in the quarter. Inventory was $1.1 billion, down 6% year over year, primarily reflecting strategic reductions in North America. Shareholders received approximately $375 million through dividends and share repurchases fiscal year-to-date.

Nov 7, 2024 8-K

Ralph Lauren 8-K Report, Shareholder Vote Results (Aug 7, 2024)

Ralph Lauren Corporation reported the results of its Annual Meeting of Stockholders, held on August 1, 2024, in this Current Report on Form 8-K dated August 7, 2024. Stockholders elected all of the company's director nominees to serve until the 2025 Annual Meeting, ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending March 29, 2025, and approved, on an advisory basis, the compensation of the named executive officers and the company's compensation philosophy, policies and practices. The most notable item is the vote on Class A director Darren Walker, who received 15,863,899 votes for and 17,821,362 votes withheld. The company stated that these withheld votes are primarily reflective of shareholder views regarding its dual-class capital structure and not a specific objection to Mr. Walker, who has served on the Board since 2020 and is a member of the Nominating, Governance, Citizenship & Sustainability Committee. Class B directors each received 218,812,760 votes for, with no votes withheld. The advisory say-on-pay proposal received 245,422,508 votes for and 7,055,263 votes against, with 20,250 abstentions and 3,240,510 non-votes. The filing is signed by Chief Financial Officer Justin Picicci. No other items were reported.

Aug 7, 2024 8-K

Ralph Lauren 8-K Report, Financial Results (Aug 7, 2024)

Ralph Lauren Corporation reported results for its first quarter of Fiscal 2025, the quarter ended June 29, 2024, in a press release furnished as Exhibit 99.1 under Item 2.02. Revenue rose 1% to $1.5 billion on a reported basis and 3% in constant currency, with growth led by Europe and Asia. Reported diluted EPS was $2.61, up 33% from $1.96, and adjusted diluted EPS was $2.70 versus $2.34 in the prior year. Net income was $168.6 million on a reported basis, and operating margin was 13.8% reported and 14.3% adjusted. Direct-to-consumer comparable store sales grew 5%, with positive retail comps in all regions. By segment, Europe revenue rose 6% to $479.1 million and Asia rose 4% to $390.9 million, while North America fell 4% to $608.2 million as planned declines in wholesale offset stronger direct-to-consumer performance. Inventory was $1.04 billion, down 13% year over year, and the company ended the quarter with $1.76 billion in cash and short-term investments and $1.14 billion in long-term debt. The company repurchased approximately $176 million of Class A common stock and paid dividends of $0.825 per share. Management reaffirmed its full-year Fiscal 2025 outlook of low-single-digit constant-currency revenue growth, centered around 2% to 3%, and adjusted operating margin expansion of 100 to 120 basis points in constant currency. For the second quarter, the company guided to constant-currency revenue growth centered around 3% to 4% and operating margin expansion of 80 to 120 basis points, while raising its full-year tax rate expectation to 22% to 23%.

Aug 7, 2024 8-K

Ralph Lauren 8-K Report, Financial Results (May 23, 2024)

Ralph Lauren Corporation reported fourth quarter and full year fiscal 2024 results (fiscal year ended March 30, 2024) in a press release furnished as Exhibit 99.1 under Item 2.02. Full year net revenues rose 3% to $6.6 billion, with fourth quarter revenue up 2% on a reported basis and 3% in constant currency. Global direct-to-consumer comparable store sales increased 6% for both the fourth quarter and the full year. Reported diluted EPS was $9.71 for the year versus $7.58 in fiscal 2023, and adjusted diluted EPS was $10.31 versus $8.34. Reported operating margin was 11.4% and adjusted operating margin was 12.5%. The company outlined fiscal 2025 guidance calling for low-single-digit revenue growth on both reported and constant currency bases, centering on about 2% to 3% in constant currency, with operating margin expected to expand approximately 100 to 120 basis points in constant currency. For the first quarter of fiscal 2025, revenue is expected to be up slightly in constant currency and down slightly on a reported basis. The company also declared a 10% increase in its quarterly dividend to $0.825 per share, and announced that Justin Picicci will become Chief Financial Officer effective May 23, 2024, as part of a multi-year succession plan, while Jane Nielsen remains Chief Operating Officer through fiscal 2025. The company ended fiscal 2024 with $1.8 billion in cash and short-term investments and $1.1 billion in total debt, and returned approximately $600 million to shareholders through dividends and share repurchases during the year. Inventory fell 16% to $902 million. Capital expenditures for fiscal 2025 are planned at $300 million to $325 million.

May 23, 2024 8-K

Ralph Lauren 8-K Report, Financial Results (Feb 8, 2024)

Ralph Lauren Corporation reported results for its fiscal third quarter ended December 30, 2023, via a press release furnished as Exhibit 99.1 under Item 2.02. Revenue rose 6% to $1.9 billion on a reported basis and 5% in constant currency, with all regions exceeding expectations, led by Asia. Reported diluted EPS was $4.19, up 31%, and adjusted diluted EPS was $4.17, up 24%, compared with $3.20 reported and $3.35 adjusted a year earlier. Global direct-to-consumer comparable store sales accelerated to 9% growth in the quarter. Adjusted operating margin was 16.4%, and the operating expense rate rose to 50.0% from 49.2%, reflecting strategic investments in marketing, digital and key city ecosystems. Regional performance was mixed. Asia revenue grew 16% reported and 17% in constant currency, with China up more than 30%. Europe revenue rose 11% reported and 6% in constant currency. North America was approximately flat, with North America wholesale revenue down 15%, and adjusted North America operating margin fell 150 basis points to 21.8%. Inventory was $1.1 billion, down 15% year over year, and the company held $1.9 billion in cash and short-term investments against $1.1 billion of total debt. For fiscal 2024, management reiterated its outlook for low-single-digit revenue growth in constant currency, now centering on 2%, and expects gross margin expansion of 140 to 180 basis points in constant currency. Full-year operating margin is expected to be 12.3% to 12.5%, and the fiscal 2024 tax rate is now expected at 19% to 20%. Fourth-quarter revenue growth is guided to be centered around 2% in constant currency, with foreign currency expected to reduce reported growth by about 160 basis points.

Feb 8, 2024 8-K

Ralph Lauren 8-K Report, Financial Results (Nov 8, 2023)

Ralph Lauren Corporation reported results for the fiscal quarter ended September 30, 2023 (Q2 Fiscal 2024), furnished under Item 2.02 via a press release (Exhibit 99.1) dated November 8, 2023. Revenue rose 3% on a reported basis to $1.6 billion ($1,633.0 million) and 2% in constant currency. Reported diluted EPS was $2.19 versus $2.18 a year earlier, and adjusted diluted EPS was $2.10 versus $2.23, excluding restructuring-related and other net charges and one-time tax events. Net income was $146.9 million on a reported basis. Global direct-to-consumer comparable store sales grew 6%, and average unit retail rose 10%. By segment, Asia led growth with revenue up 10% reported and 13% in constant currency, while Europe grew 7% reported but was flat in constant currency. North America declined 1%, with wholesale down 7% as the company managed sell-in against softer demand. Adjusted operating margin was 10.5%, 290 basis points below the prior year, reflecting higher operating expenses from compensation, rent and occupancy, and marketing and digital investments. Reported gross margin was 65.5%, and adjusted gross margin was 65.4%, 80 basis points above the prior year. Global inventories were $1.2 billion, down 5%. Management reiterated its full-year Fiscal 2024 outlook of low-single-digit constant-currency revenue growth centering on 1% to 2%, and raised its expected constant-currency gross margin expansion to 120 to 170 basis points from 100 basis points. Operating margin is still expected to expand 30 to 50 basis points in constant currency to 12.3% to 12.5%. Third-quarter revenue is guided up roughly 1% to 2% in constant currency, with operating margin roughly flat. The company also returned approximately $275 million to shareholders year to date through dividends and share repurchases.

Nov 8, 2023 8-K

Ralph Lauren 8-K Report, Financial Results (Aug 10, 2023)

Ralph Lauren Corporation reported its results for the fiscal quarter ended July 1, 2023 (first quarter of Fiscal 2024) in a press release furnished as Exhibit 99.1 under Item 2.02. Net revenues were $1,496.5 million, up 0.4% as reported and 1.2% in constant currency. Reported diluted EPS was $1.96 versus $1.73 a year earlier, and adjusted diluted EPS was $2.34 versus $1.88, excluding restructuring-related and other net charges. Reported operating income was $166.4 million, compared with $175.2 million a year earlier, reflecting $35.6 million of restructuring and other charges. By segment, Asia revenue rose 13.0% as reported and 17.7% in constant currency, while North America declined 9.8% as reported and 9.6% in constant currency, with the filing attributing part of the decline to the timing of wholesale shipments. Europe revenue grew 8.4% as reported and 7.1% in constant currency. Gross margin was 69.0% on a reported basis. Cash and short-term investments totaled $1,680.3 million against total debt of $1,139.0 million in long-term debt, and the company repurchased approximately $50 million of Class A Common Stock during the quarter. The company reiterated its full-year Fiscal 2024 outlook of low-single-digit revenue growth in constant currency, with operating margin expanding approximately 30 to 50 basis points in constant currency. It also raised its gross margin expansion expectation to approximately 100 basis points in constant currency, from a previous 50 to 100 basis points, and now expects capital expenditures of $250 million to $275 million. For the second quarter, it expects revenue flat to up slightly in constant currency and reported operating margin of 9.5% to 10.0%.

Aug 10, 2023 8-K

Material AgreementsFinancial EventsExhibits & Filings

Ralph Lauren 8-K Report, Shareholder Vote Results (Aug 8, 2023)

Ralph Lauren Corporation held its Annual Meeting of Stockholders on August 3, 2023, and this Form 8-K reports the voting results. Stockholders elected all of the company's nominees for director to serve until the 2024 Annual Meeting. Each Class B director received 248,812,760 votes for and no votes withheld, while Class A directors received varying levels of support. Linda Findley received 33,382,310 votes for and 1,437,244 withheld, and Darren Walker received 19,017,937 votes for and 15,801,617 withheld, the lowest support among the Class A nominees. Stockholders also ratified Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending March 30, 2024, with 284,767,359 votes for, 1,322,730 against, and 35,587 abstentions. On an advisory basis, stockholders approved the compensation of the named executive officers and the company's compensation philosophy, policies and practices, with 278,146,514 votes for and 5,439,881 against. In the advisory vote on the frequency of future say-on-pay votes, 283,394,684 votes favored every year, 11,225 favored every two years, and 210,339 favored every three years. In light of these results, the company intends to continue holding advisory votes on executive compensation annually.

Aug 8, 2023 8-K

Ralph Lauren 8-K Report, Material Agreement (Jul 7, 2023)

On July 7, 2023, Ralph Lauren Corporation reported that on June 30, 2023 (the Effective Date), it and certain foreign subsidiaries entered into a five-year, senior revolving credit agreement with JPMorgan Chase Bank, N.A. as administrative agent, alongside Bank of America, N.A. as syndication agent and several co-documentation agents and a syndicate of lenders. The facility provides up to $750 million in aggregate borrowings at any one time, including sub-facilities for Letters of Credit (capped at $50 million), and the revolving commitments may be increased up to $1.5 billion subject to certain terms. The facility matures in June 2028 and may be used for working capital, capital expenditures, investments, general corporate purposes, commercial paper back-up and acquisitions. Borrowings may be made in U.S. Dollars, Euros, Hong Kong Dollars, Japanese Yen and certain other currencies. The agreement is guaranteed by certain domestic subsidiaries and contains customary negative covenants, including limits on debt, liens, mergers, asset dispositions, investments and affiliate transactions, along with a quarterly test of consolidated debt and operating lease obligations relative to consolidated EBITDA plus operating lease expense. Events of default include a failure of Mr. Ralph Lauren or related persons to maintain control of the Company. The filing states that the Existing Credit Facility dated August 12, 2019 was terminated on the Effective Date, so the new facility replaces it.

Jul 7, 2023 8-K

Ralph Lauren 8-K Report, Financial Results (May 25, 2023)

Ralph Lauren Corporation reported results for the fiscal year ended April 1, 2023, with fourth-quarter revenue of $1,540.8 million, up 1.2% on a reported basis and up 4.9% in constant currency. Fourth-quarter reported diluted EPS was $0.48, compared with $0.34 a year earlier, and adjusted diluted EPS was $0.90, compared with $0.49. Full-year net revenues were $6.44 billion, reported as up 3.6% (9.4% in constant currency on a 52-week comparable basis), led by Asia and Europe. Reported full-year diluted EPS was $7.58, versus $8.07, and adjusted diluted EPS was $8.34, versus $8.38. The company ended fiscal 2023 with $1.53 billion in cash and cash equivalents and $1.14 billion of long-term debt. It repurchased approximately $454 million of Class A common stock during the year and had about $1.2 billion remaining under its repurchase authorization. Capital expenditures were $217 million, and dividends declared were $3.00 per share for the year, compared with $2.75 a year earlier. For fiscal 2024, the company expects revenue to increase low-single digits in constant currency and operating margin to expand approximately 30 to 50 basis points in constant currency. First-quarter revenue is expected to be flat to up slightly in constant currency and down slightly on a reported basis. The full-year tax rate is expected to be 24% to 25%, and planned fiscal 2024 capital expenditures are $275 million to $300 million. The filing furnishes the results in Exhibit 99.1, a press release dated May 25, 2023.

May 25, 2023 8-K

Ralph Lauren 8-K Report, Financial Results (Feb 9, 2023)

Ralph Lauren Corporation reported its results for the fiscal quarter ended December 31, 2022 (third quarter of Fiscal 2023) in a press release furnished as Exhibit 99.1 under Item 2.02. Net revenues rose 1% on a reported basis to $1.83 billion and 7% in constant currency, with positive sales growth across all regions. Reported operating margin was 15.4% and adjusted operating margin was 16.0%. Reported diluted EPS was $3.20 versus $2.93 a year earlier, and adjusted diluted EPS was $3.35 versus $2.94. Foreign currency reduced revenue growth by approximately 630 basis points in the quarter. By segment, North America revenue increased 1% to $938 million, Europe increased 1% to $469 million (13% in constant currency), and Asia increased 1% to $386 million (16% in constant currency). Inventory at quarter end was $1.2 billion, up 33% from the prior year period, which the company attributed mainly to earlier receipts, higher product costs and product mix elevation. Cash and short-term investments totaled $1.7 billion against $1.1 billion of total debt, and the company repurchased $412 million of Class A stock in the first three quarters of Fiscal 2023. For full-year Fiscal 2023, the company reiterated its expectation of constant currency revenue growth of approximately high-single digits, or about 8% on a 52-week comparable basis, and now expects foreign currency to reduce revenue growth by about 600 basis points, versus a prior estimate of 730 basis points. Adjusted operating margin is expected in the range of 13.5% to 14.0% in constant currency, slightly below the prior outlook of approximately 14.0%. Fourth-quarter guidance calls for mid- to high-single digit constant currency revenue growth on a 13-week basis and an operating margin of approximately 5.5% in constant currency.

Feb 9, 2023 8-K

Ralph Lauren 8-K Report, Executive Changes (Nov 16, 2022)

Ralph Lauren Corporation (NYSE: RL) filed this Current Report on Form 8-K dated November 16, 2022 to disclose a board change under Item 5.02. On November 9, 2022, the Board elected Wei Zhang as a Class B director and moved Darren Walker from a Class B to a Class A director seat, each effective November 9, 2022, serving until the 2023 Annual Meeting. The Board also increased its size from twelve to thirteen members. Ms. Zhang was appointed to the Finance Committee and the Nominating, Governance, Citizenship and Sustainability Committee. The filing states that Ms. Zhang was with Alibaba Group from 2008 until 2022, most recently as Senior Advisor and President of Alibaba Pictures Group, and previously held positions at News Corp China, CNBC China, Bain & Company and General Electric. The filing states that there are no arrangements or understandings tied to either director's selection and no reportable related-person transactions under Item 404(a) of Regulation S-K. Both directors receive the same compensation, indemnification and benefits as other non-employee directors. The accompanying Exhibit 99.1 is a press release dated November 16, 2022 announcing Ms. Zhang's election. In it, Chief Executive Officer Patrice Louvet cites her experience in international operations, particularly in Asia, along with business development, media and digital transformation, and links the appointment to the company's "Next Great Chapter: Accelerate" strategy.

Nov 16, 2022 8-K

Ralph Lauren 8-K Report, Financial Results (Nov 10, 2022)

Ralph Lauren Corporation reported results for the fiscal second quarter ended October 1, 2022, with net revenues of $1.58 billion, up 5% on a reported basis and 13% in constant currency, and diluted EPS of $2.18 on a reported basis versus $2.57 a year earlier (adjusted diluted EPS of $2.23 versus $2.62). Reported operating margin was 13.1% and adjusted operating margin was 13.4%, which the company said slightly exceeded its outlook. Asia was the strongest region, with revenue up 17% reported and 33% in constant currency, while North America rose 3% and Europe was flat on a reported basis but up 15% in constant currency. The company repurchased approximately $170 million of Class A Common Stock in the quarter and paid dividends. Cash and short-term investments fell to $1.4 billion from $3.1 billion a year earlier, total debt was $1.1 billion versus $1.6 billion, and inventory rose 36% to $1.3 billion, reflecting earlier receipts and goods-in-transit to mitigate supply chain delays. For fiscal 2023, the company maintained its constant-currency revenue outlook of approximately high-single-digit growth and expects operating margin at the low end of its prior 14.0% to 14.5% range in constant currency, while raising its foreign currency headwind to approximately 730 basis points on revenue. Third-quarter revenue is expected to rise low- to mid-single digits in constant currency, and management cited increased caution around consumer sentiment in Europe and North America. Capital expenditures were moderated to $250 million to $275 million.

Nov 10, 2022 8-K

Ralph Lauren 8-K Report, Regulation FD Disclosure (Sep 19, 2022)

Ralph Lauren Corporation (NYSE:RL) furnished this Form 8-K under Item 7.01 (Regulation FD) to announce its investor meeting held September 19, 2022 in New York City, where President and CEO Patrice Louvet and the Executive Leadership Team presented the strategic growth plan "Next Great Chapter: Accelerate." The accompanying Exhibit 99.1 press release sets out a three-year financial outlook through Fiscal 2025: revenue growth accelerating to a mid- to high-single digit compound annual growth rate in constant currency, with operating profit growth expected to exceed top-line growth as operating margin expands to at least 15% by Fiscal 2025 in constant currency. The company reiterated its Fiscal 2023 guidance from its August 9, 2022 earnings call and said capital expenditures are expected to be approximately 4% to 5% of revenue annually through Fiscal 2025. It plans to return approximately $2 billion in excess free cash flow to shareholders on a cumulative basis through Fiscal 2025 via quarterly dividends and share repurchases, subject to Board authorization and market conditions. The Board raised the quarterly dividend by 9% to $0.75 per share at the start of Fiscal 2023, an annual rate of $3.00 per share, and the current repurchase authorization allows up to $1.4 billion of Class A common stock repurchases. The outlook is based on current macroeconomic conditions, including supply chain and inflationary pressures, foreign currency volatility, the war in Ukraine, and COVID-19 variants. The full-year Fiscal 2023 and long-term outlook excludes certain anticipated restructuring-related and other charges, which the company estimates at up to approximately $35 million of pretax charges related to its Fiscal 2021 Strategic Realignment Plan that have not yet been incurred.

Sep 19, 2022 8-K

Ralph Lauren 8-K Report, Financial Results (Aug 9, 2022)

Ralph Lauren Corporation reported results for its first quarter of Fiscal 2023, the fiscal quarter ended July 2, 2022, in a press release furnished as Exhibit 99.1 under Item 2.02. Revenue rose 8% to $1.5 billion on a reported basis (13% in constant currency), with net revenues of $1,490.6 million versus $1,376.3 million a year earlier. Reported diluted EPS was $1.73 (adjusted $1.88), compared with $2.18 (adjusted $2.29) in the prior-year quarter. Adjusted operating margin was 12.7%, which the company said exceeded its outlook of approximately 12.2%, as operating expense discipline offset higher marketing and freight costs. Reported operating income was $175.2 million, down from $220.6 million. Balance sheet and cash flow data show a lower cash position alongside higher inventory. Cash and short-term investments totaled $1.8 billion, against $3.0 billion a year earlier, and total debt was $1.1 billion, up from $1.6 billion. Inventories reached $1.2 billion, up 47% year over year, reflecting goods-in-transit built to mitigate supply chain delays. Net cash from operating activities was $45.3 million, compared with $247.6 million in the prior-year period. The company repurchased approximately $213 million of Class A Common Stock in the quarter. For the full year Fiscal 2023, the company reiterated its outlook for constant-currency revenue growth of high single digits (centered around 8%) and an operating margin of approximately 14.0% to 14.5% in constant currency. For the second quarter, it expects constant-currency revenue growth centered around 11% and an operating margin of 15.4% to 15.7% in constant currency. Foreign currency is expected to be a significant headwind to reported results, and the company cited continued caution around consumer sentiment.

Aug 9, 2022 8-K

Ralph Lauren 8-K Report, Shareholder Vote Results (Aug 9, 2022)

Ralph Lauren Corporation's Form 8-K, dated August 8, 2022 and reporting on the Annual Meeting of Stockholders held August 4, 2022, discloses the results of stockholder votes on three matters. Stockholders elected all Class A and Class B director nominees to serve until the 2023 Annual Meeting. Class A nominees Linda Findley, Michael A. George and Hubert Joly received 35,203,633, 32,831,792 and 29,126,095 votes for, respectively, with withheld votes of 1,882,604, 4,256,422 and 7,960,142. All nine Class B nominees, including Ralph Lauren, Patrice Louvet and David Lauren, received 248,812,760 votes for and no votes withheld. Stockholders also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending April 1, 2023, with 287,148,751 votes for, 1,460,463 against and 37,881 abstentions. In a non-binding advisory vote, stockholders approved the compensation of the named executive officers and the company's compensation philosophy, policies and practices, with 276,570,649 votes for, 9,304,981 against, 25,344 abstentions and 2,506,084 non-votes. The filing is limited to the voting results from the annual meeting and does not report any financial results, transactions or other material developments. It was signed by Jane Hamilton Nielsen, Chief Operating Officer and Chief Financial Officer.

Aug 9, 2022 8-K

Ralph Lauren 8-K Report, Financial Results (May 24, 2022)

Ralph Lauren Corporation reported results for the fiscal year ended April 2, 2022, furnished under Item 2.02 via a press release (Exhibit 99.1). Fourth-quarter revenue rose 18% to $1.5 billion on a reported basis ($1,522.7 million), and full-year revenue rose 41% to $6.2 billion ($6,218.5 million), which the company says exceeded fiscal 2020 pre-pandemic levels. Full-year reported operating income was $798.4 million versus a loss of $43.6 million in the prior year, and reported diluted EPS was $8.07 (adjusted $8.38). North America revenue rose 49% to $3.0 billion, Europe rose 53% to $1.8 billion, and Asia rose 25% to $1.3 billion on a reported basis. The company ended the year with $2.6 billion in cash and investments and $1.6 billion in total debt, and it repurchased about $450 million of Class A stock during the year, leaving about $1.6 billion under its authorization. The Board raised the quarterly dividend 9% to $0.75 per share, or $3.00 annually. Inventory was $977 million, up 29% from the prior year, which management attributes to better sales, goods in transit to mitigate supply chain delays, and a richer product mix. For fiscal 2023, management guides to constant-currency revenue growth of high single digits on a 52-week comparable basis, with current outlook around 8%, and an operating margin of approximately 14.0% to 14.5% in constant currency. Foreign currency is expected to reduce revenue growth by about 400 basis points and operating margin by about 130 basis points. The first-quarter outlook reflects COVID-related lockdowns, notably in China, and capital expenditures for fiscal 2023 are planned at $290 million to $310 million.

May 24, 2022 8-K

Leadership Changes

Ralph Lauren 8-K Report, Executive Changes (Mar 2, 2022)

Ralph Lauren Corporation filed a Current Report on Form 8-K dated March 2, 2022 under Item 5.02 (Departure of Directors or Certain Officers). The filing discloses that Howard Smith, Executive Vice President and Chief Commercial Officer, has resigned effective April 2, 2022, and will step down from his role immediately. The company states that his resignation is unrelated to its financial reporting and business performance. The filing states that the Audit Committee of the Board of Directors promptly launched an independent investigation, with the assistance of outside counsel, after learning of allegations regarding Mr. Smith's personal conduct. The investigation revealed conduct that violated the company's Code of Business Conduct and Ethics and other policies, and the Board concluded that his resignation was necessary. On an interim basis, regional leaders who already oversee the day-to-day business will report directly to Patrice Louvet, President & CEO. The filing contains no financial results, guidance, or compensation terms for Mr. Smith's departure.

Mar 2, 2022 8-K

Ralph Lauren 8-K Report, Financial Results (Feb 3, 2022)

Ralph Lauren Corporation reported results for its fiscal third quarter ended December 25, 2021 in a press release furnished as Exhibit 99.1. Net revenues rose to $1,815.4 million from $1,432.8 million, with reported growth of 26.7% and constant-currency growth of 28.2%. Diluted EPS was $2.93 on a reported basis and $2.94 on an adjusted basis, compared with $1.61 and $1.67 a year earlier. Operating margin was 15.9%, and the release states it was up 400 basis points on a reported basis and 260 basis points on an adjusted basis. Gross margin was 66.0%, and operating income was $289.1 million. The company raised its fiscal 2022 outlook. It now expects constant-currency revenue growth of approximately 39% to 41% on a 53-week reported basis, up from 34% to 36%, and an operating margin of approximately 13%, up from 12.0% to 12.5%. For the fourth quarter, it expects revenue growth of approximately 17% to 18% in constant currency and an operating margin of approximately 4.2% in constant currency. Capital expenditures are expected to be $200 million to $225 million for the full year. Capital allocation was active during the quarter. The company repurchased approximately $300 million of Class A Common Stock and its Board authorized a new $1.5 billion repurchase program. Including the $280 million remaining under a prior program, total authorization is $1.78 billion. The company ended the quarter with $3.0 billion in cash and investments and $1.6 billion in total debt.

Feb 3, 2022 8-K

Ralph Lauren 8-K Report, Financial Results (Nov 2, 2021)

Ralph Lauren Corporation reported results for its fiscal second quarter ended September 25, 2021 (Fiscal 2022), with revenues of $1.5 billion, up 26% on a reported basis and 25% in constant currency. Reported operating margin was 16.7% and adjusted operating margin was 17.1%, which the company described as the highest second-quarter adjusted margin since Fiscal 2013. Reported diluted EPS was $2.57 (net income of $193 million), compared with a reported loss of ($0.53) per diluted share a year earlier; adjusted diluted EPS was $2.62 versus $1.44 in the prior-year period. Regionally, North America revenue rose 30% to $703 million, Europe rose 38% to $496 million, and Asia rose 14% to $270 million. Global digital ecosystem revenue grew approximately 45%, and average unit retail increased 14% in direct-to-consumer. The company ended the quarter with $3.1 billion in cash and investments and $1.6 billion in total debt, and inventory of $928 million, up 5% from the prior year. For the full year, Ralph Lauren now expects constant currency revenue growth of approximately 34% to 36% on a 53-week reported basis and reaffirmed operating margin guidance of about 12.0% to 12.5%. Third-quarter revenue is expected to rise approximately 14% to 16% in constant currency, with operating margin of 13.0% to 13.5%. Share repurchases are expected to resume in the second half of Fiscal 2022, with approximately $580 million remaining under the current authorization.

Nov 2, 2021 8-K

Ralph Lauren 8-K Report, Financial Results (Aug 3, 2021)

Ralph Lauren Corporation reported results for its first quarter of Fiscal 2022, the fiscal quarter ended June 26, 2021, in a press release furnished as Exhibit 99.1 to this Form 8-K. Net revenues rose 182.3% to $1.38 billion ($1,376.3 million) from $487.5 million a year earlier, with growth led by North America ($662.1 million, up 300.9%) and Europe ($354.9 million, up 194.1%). Reported operating income was $220.6 million, a 16.0% operating margin, and adjusted operating income was $231.0 million, a 16.8% adjusted margin. Diluted EPS was $2.18 on a reported basis and $2.29 on an adjusted basis, compared with a reported loss of $(1.75) per share in the prior-year quarter. The company raised its full-year Fiscal 2022 outlook. Constant currency revenues are now expected to grow approximately 25% to 30% on a 53-week reported basis, and adjusted operating margin is now expected at about 12.0% to 12.5%. Gross margin is now expected to rise 50 to 70 basis points, up from the prior outlook of a 40 to 60 basis point decline. For the second quarter, revenue is guided to grow approximately 20% to 22% in constant currency, with operating margin of 13.0% to 14.0%. Management noted that the outlook excludes estimated pretax restructuring-related charges of approximately $45 million to $95 million tied to its Fiscal 2021 Strategic Realignment Plan. Balance sheet strength improved, with cash and investments of $3.0 billion ($2,964.4 million) against total debt of $1.6 billion, and net cash and investments of $1,330.7 million at June 26, 2021. The filing also notes the completed sale of Club Monaco to Regent at the end of the quarter and the planned transition of Chaps to a licensed business in the second quarter. Operating cash flow for the quarter was $247.6 million, compared with $(70.3) million a year earlier.

Aug 3, 2021 8-K

Ralph Lauren 8-K Report, Shareholder Vote Results (Aug 2, 2021)

Ralph Lauren Corporation filed this Form 8-K to report the results of its Annual Meeting of Stockholders, held on July 29, 2021. Stockholders elected all nine Class B directors, with each receiving 248,812,760 votes for and none withheld, and three Class A directors: Michal A. George (37,099,303 for; 1,620,129 withheld), Hubert Joly (35,448,269 for; 3,271,163 withheld), and Linda Findley Kozlowski (37,354,994 for; 1,364,438 withheld). Each director serves until the 2022 Annual Meeting. Stockholders also ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending March 27, 2022, with 288,344,861 votes for, 1,711,717 against, and 37,673 abstentions. In a non-binding advisory vote, stockholders approved the compensation of the named executive officers and the company's compensation philosophy, policies and practices, with 278,735,139 votes for, 8,766,125 against, 30,928 abstentions, and 2,562,059 non-votes. The filing is procedural in nature and reports no financial results or operational changes. It is signed by Jane Hamilton Nielsen, Chief Operating Officer and Chief Financial Officer, and is dated August 2, 2021. The voting data indicate that Class B shares, which carry ten votes each, controlled the Class B director elections.

Aug 2, 2021 8-K

Ralph Lauren 8-K Report, Financial Results (May 20, 2021)

Ralph Lauren Corporation reported fourth-quarter and full-year Fiscal 2021 results for the fiscal year ended March 27, 2021, furnishing a press release as Exhibit 99.1. For the fourth quarter, revenues increased 1% to $1.29 billion on a reported basis (down 3% in constant currency), with reported diluted loss per share of ($1.01) and adjusted diluted EPS of $0.38. For the full year, revenues decreased 29% to $4.4 billion, the reported diluted loss per share was ($1.65), and adjusted diluted EPS was $1.70. Reported full-year operating loss was $44 million, including $254 million of restructuring-related and other charges, and adjusted operating income was $211 million. The company ended the year with $2.8 billion in cash and investments and $1.6 billion in total debt. It also announced a definitive agreement to sell Club Monaco to Regent, L.P., a brand with approximately $100 million of Fiscal 2021 revenues, as the final stage of its Fiscal 2021 Strategic Realignment Plan. The Board reinstated the quarterly dividend at $0.6875 per share, payable July 9, 2021. For Fiscal 2022, the company guided to constant currency revenue growth of approximately 20% to 25% on a 52-week comparable basis and an operating margin of about 11.0%. For the first quarter, it expects constant currency revenue growth of approximately 140% to 150%, with operating margin of 7.0% to 7.5%, while noting ongoing COVID-19 lockdown risks in Europe and Japan.

May 20, 2021 8-K

Ralph Lauren 8-K Report, Financial Results (Feb 4, 2021)

Ralph Lauren Corporation reported results for its fiscal third quarter 2021, ended December 26, 2020, in a press release furnished as Exhibit 99.1 under Item 2.02. Net revenues were $1,432.8 million, down from $1,750.7 million a year earlier, with the release stating revenue decreased 18.2% on a reported basis and 19.9% in constant currency. Reported diluted EPS was $1.61 versus $4.41 in the prior-year quarter, and adjusted diluted EPS was $1.67 versus $2.86. Management highlighted stronger-than-expected gross and operating margins, with adjusted gross margin of 65.4% and average unit retail up 19%, alongside a 20%-plus increase in global digital commerce sales. Adjusted operating expenses fell 11% year over year, and inventories declined 4%. The company ended the quarter with $2.8 billion in cash and investments and $1.6 billion in total debt, compared with $1.9 billion and $694 million a year earlier. For the nine months, the company reported a net loss of $47.0 million, or $(0.64) per diluted share, against net income of $633.3 million a year earlier. Ralph Lauren expects fourth-quarter revenues to decline approximately mid-to-high single digits, and full-year fiscal 2021 results remain under pressure from the pandemic. Capital expenditures for fiscal 2021 are now expected at $130 million to $140 million, and the company plans to reinstate its quarterly dividend in the first half of fiscal 2022. The filing also details an expanded Fiscal 2021 Strategic Realignment Plan covering corporate offices, retail stores, and distribution centers. Total estimated pre-tax charges are now expected at $300 million to $350 million, with gross annualized pre-tax expense savings of approximately $200 million to $240 million when substantially completed by the end of fiscal 2022. Up to 10 stores are subject to potential closure through fiscal 2022.

Feb 4, 2021 8-K

Ralph Lauren 8-K Report, Financial Results (Oct 29, 2020)

Ralph Lauren Corporation reported results for its fiscal second quarter ended September 26, 2020 (Fiscal 2021), with revenues of $1.2 billion, down 30% on a reported basis and down 31% in constant currency, reflecting COVID-19-related impacts across all regions. The company posted a reported net loss of $39 million, or ($0.53) per diluted share, versus net income of $182 million, or $2.34 per diluted share, a year earlier. On an adjusted basis, excluding restructuring-related and other net charges, EPS was $1.44 versus $2.55 in the prior-year quarter. Gross margin was 67.0% on a reported basis and 66.5% adjusted, with adjusted operating expenses down 19% to last year, and inventories declined 12%. Cash and investments totaled $2.4 billion against $1.6 billion in total debt. The company also announced restructuring actions under its Fiscal 2021 Strategic Realignment Plan. The workforce reduction is expected to yield gross annualized pre-tax expense savings of approximately $180 million to $200 million, with savings primarily beginning in Fiscal 2022, and total pre-tax charges of up to approximately $160 million, most of which were recorded in the quarter. Separately, the Chaps brand will transition to a fully licensed business under a multi-year agreement with an affiliate of 5 Star Apparel LLC, effective August 1, 2021. Management said results for the third quarter and full year Fiscal 2021 will continue to be adversely affected by the pandemic and a prolonged demand recovery.

Oct 29, 2020 8-K

Financial EventsRegulation FDExhibits & Filings

Ralph Lauren 8-K Report, Executive Changes (Oct 20, 2020)

Ralph Lauren Corporation (NYSE: RL) filed this Form 8-K on October 20, 2020 to report a board change. The Board of Directors elected Valerie Jarrett as a Class A director, effective October 20, 2020, to serve until the 2021 Annual Meeting of Stockholders or until her successor is elected and qualified, or her earlier death, resignation or removal. In connection with her election, the Board increased its size from twelve members to thirteen. The filing states there are no arrangements or understandings between Ms. Jarrett and any other persons under which she was selected as a director, and no related-party transactions reportable under Item 404(a) of Regulation S-K. She will receive the same compensation, indemnification and other benefits as other non-employee directors. The company's press release announcing the appointment, dated October 20, 2020, is furnished as Exhibit 99.1. According to that release, Ms. Jarrett is a Senior Distinguished Fellow at the University of Chicago Law School and previously served as Senior Advisor to the Obama Administration. The release also notes that the appointment follows the earlier addition of Darren Walker to the Board in 2020.

Oct 20, 2020 8-K

Ralph Lauren 8-K Report, Exit or Disposal Costs (Sep 22, 2020)

Ralph Lauren Corporation filed this Form 8-K on September 22, 2020 to disclose a restructuring under its Fiscal 2021 Strategic Realignment Plan. The Board of Directors approved the plan on September 17, 2020 to reduce the company's global workforce by the end of Fiscal 2021. The company expects gross annualized pre-tax expense savings of approximately $180 million to $200 million, with savings primarily beginning in Fiscal 2022. Total estimated pre-tax charges are approximately $120 million to $160 million, primarily consisting of cash-related severance and benefit costs. The action follows a strategic review first flagged on the First Quarter Fiscal 2021 earnings call on August 4, 2020. That review covers team organizational structures, the real estate footprint across distribution centers, corporate offices and direct-to-consumer and wholesale doors, and the brand portfolio. The company states that additional actions associated with these initiatives may follow under the same plan. The accompanying press release (Exhibit 99.1) describes a simplified global organizational structure, consolidation of global Marketing and Branding functions, a new Consumer Intelligence and Experience organization, and new technology platforms including a cloud-based human resources and planning system and the Digitizing the Value Chain project. For investors, the key items are the size of the expected savings relative to the one-time charges and the timing of the benefit, which the company says begins mainly in Fiscal 2022. The filing notes that restructuring-related charges may be dilutive to earnings in the short term. Second Quarter Fiscal 2021 results are scheduled for release on October 29, 2020.

Sep 22, 2020 8-K

Ralph Lauren 8-K Report, Shareholder Vote Results (Aug 5, 2020)

Ralph Lauren Corporation filed this Form 8-K to report the results of its Annual Meeting of Stockholders, held on July 30, 2020. The filing reports that stockholders elected all of the company's nominees for director to serve until the 2021 Annual Meeting, ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending March 27, 2021, and approved, on an advisory basis, the compensation of the named executive officers and the company's compensation philosophy, policies and practices. On the Class A director slate, Frank A. Bennack, Jr. received 36,064,331 votes for and 4,307,029 withheld; Michal A. George received 39,351,512 for and 1,019,848 withheld; and Hubert Joly received 39,194,139 for and 1,177,221 withheld. All nine Class B director nominees, including Ralph Lauren, David Lauren and Patrice Louvet, each received 248,812,760 votes for, with no votes withheld. Class B shares carry ten votes per share, so the Class B slate was effectively uncontested in outcome. For the auditor ratification, 290,779,325 votes were cast for, 910,496 against and 20,792 abstained. On the say-on-pay advisory vote, 281,422,102 votes were cast for, 7,613,655 against and 148,363 abstained, with 2,526,493 non-votes.

Aug 5, 2020 8-K

Other EventsExhibits & Filings

Ralph Lauren 8-K Report, Financial Results (Aug 4, 2020)

Ralph Lauren Corporation reported results for the fiscal first quarter ended June 27, 2020 (Fiscal 2021), with revenues of $487.5 million, down 65.9% as reported, as COVID-19 store closures weighed heavily on sales across all regions. The company posted a reported net loss of $127.7 million, or $(1.75) per diluted share, and an adjusted net loss of $133.2 million, or $(1.82) per diluted share. Reported operating loss was $168.0 million, compared with operating income of $143.3 million in the prior-year quarter. Management said adjusted operating expenses declined 30% year over year, driven by employee furloughs, rent relief, and lower corporate and selling expenses, and that inventories fell 22% to $773.2 million. Liquidity was strengthened during the quarter. Cash and short-term investments totaled $2.71 billion at quarter end, and the company issued $500 million of 1.700% 2-year notes and $750 million of 2.950% 10-year notes on June 3, 2020, using part of the proceeds to repay $475 million on its Global Credit Facility. Total debt stood at $1.9 billion, compared with $692 million a year earlier. The company has suspended all future guidance and said it expects both the second quarter and full fiscal year to be significantly adversely affected by the pandemic. It is also evaluating its long-term operating structure across six areas, including organizational structure, distribution and corporate real estate, door presence, discretionary expenses, and its brand portfolio. Digital commerce was a bright spot, with comparable digital sales up 13% globally, and Chinese mainland sales rising in the mid-teens in constant currency. Average unit retail increased 25%, and the company said underlying AUR grew high-single digits. Operating cash flow was negative $70.3 million for the quarter, compared with positive $197.4 million a year earlier.

Aug 4, 2020 8-K

Ralph Lauren 8-K Report, Corporate Update (Jun 17, 2020)

Ralph Lauren Corporation filed this Form 8-K on June 17, 2020 under Item 8.01 (Other Events) to report that it issued a press release announcing its participation in the Evercore ISI Virtual Consumer & Retail Summit. The filing states that the Company's Chief Operating Officer and Chief Financial Officer, Jane Nielsen, took part in a virtual fireside chat hosted by Omar Saad, equity research analyst at Evercore ISI. The press release, attached as Exhibit 99.1, notes that an audio webcast replay of the presentation was available for one week. The filing itself contains no financial results, guidance, or quantitative disclosures. Its substance is limited to the announcement of the investor-conference appearance. The attached press release also incorporates a lengthy forward-looking statements section that lists risks including the COVID-19 pandemic and its effects on stores, distribution centers, and wholesale customers, changes in consumer spending, liquidity and access to capital markets, tariffs and trade developments, and the loss of key personnel, including Mr. Ralph Lauren. For investors, the principal takeaway is that management engaged directly with the investment community at a virtual event during the pandemic period. The filing does not disclose new operating or financial information from that session.

Jun 17, 2020 8-K

Material AgreementsFinancial EventsExhibits & Filings

Ralph Lauren 8-K Report, Material Agreement (Jun 4, 2020)

Ralph Lauren Corporation completed an offering on June 3, 2020 of $500 million of unsecured 1.700% Senior Notes due June 15, 2022 and $750 million of unsecured 2.950% Senior Notes due June 15, 2030. The Underwriting Agreement was dated June 1, 2020, with BofA Securities, Inc., J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. as representatives. The notes were sold under an automatic shelf registration statement on Form S-3 and issued under a 2013 base indenture with Wells Fargo Bank, National Association, as trustee, as supplemented. Both series pay interest semi-annually on June 15 and December 15, beginning December 15, 2020, and rank equally with the company's other unsecured, unsubordinated obligations. The company expects to use the net proceeds for general corporate purposes, which may include repaying $475 million outstanding under its global credit facility and all $300 million of its 2.625% Senior Notes due August 18, 2020. In connection with the offering, the $500 million 364-day credit agreement dated May 26, 2020 terminated on June 3, 2020 under its terms, because the notes were issued in an amount exceeding what was needed to refinance the 2020 Notes. The indenture includes customary covenants limiting liens, sale and leaseback transactions, and consolidations, mergers or asset sales, as well as customary events of default. Holders may require repurchase at 101% of principal plus accrued interest upon a Change of Control Repurchase Event. The 2022 Notes may be redeemed at the greater of par or a make-whole amount using a Treasury Rate plus 0.25%, while the 2030 Notes use Treasury Rate plus 0.40% and become redeemable at par plus accrued interest on or after March 15, 2030.

Jun 4, 2020 8-K

Leadership ChangesRegulation FDExhibits & Filings

Ralph Lauren 8-K Report, Financial Results (May 27, 2020)

Ralph Lauren Corporation reported fourth-quarter and full-year fiscal 2020 results for the year ended March 28, 2020, in a press release furnished as Exhibit 99.1. Fourth-quarter revenue declined 15% on a reported basis to $1.3 billion, and the company posted a reported net loss of $249.0 million, or ($3.38) per diluted share, including $241 million of restructuring-related and other charges. On an adjusted basis, the fourth-quarter loss was ($0.68) per diluted share. For fiscal 2020, revenue decreased 2% to $6.2 billion and reported diluted EPS was $4.98, or $6.56 adjusted. The filing attributes the declines to COVID-19 and Hong Kong protest business disruptions. The company emphasized liquidity. It ended the fiscal year with $2.1 billion in cash and investments and $1.2 billion in total debt, after drawing $475 million from its Global Credit Facility in the fourth quarter. Management also halted incremental share repurchases during the COVID-19 crisis and temporarily suspended its quarterly cash dividend. Inventories fell 10% to $736 million, which the company tied to a significant increase in inventory reserves. Executive and board compensation was reduced, and the company is suspending all future guidance because of the uncertainty surrounding the pandemic. The filing also highlights regional and channel trends. Fourth-quarter Asia revenue fell 22% and Europe revenue fell 19%, while digital commerce was a relative bright spot in Asia, where digital commerce rose 15%. The company reported that approximately two thirds of its European stores and nearly half of its North American stores had reopened by the second half of May 2020.

May 27, 2020 8-K

Ralph Lauren 8-K Report, Executive Changes (Apr 6, 2020)

Ralph Lauren Corporation filed this Form 8-K on April 6, 2020 to disclose additional measures in response to the COVID-19 outbreak, paired with a Regulation FD press release (Exhibit 99.1) providing a business update. Under Item 5.02, Executive Chairman and Chief Creative Officer Ralph Lauren agreed to waive his earned bonus for fiscal 2020 and forgo his base salary for fiscal 2021 (FY21). President and CEO Patrice Louvet agreed to a temporary 50% reduction in base salary through the duration of the crisis, and the other named executive officers agreed to 20% base salary reductions through the last payroll period of the first fiscal quarter of FY21. The Company is also reducing base salaries by 20% for a broad group of global leadership employees and cutting Board cash compensation for the first fiscal quarter of FY21. The press release states that the majority of retail stores in North America and Europe, as well as other select regions, remain temporarily closed. North American store employees will be paid in full through April 11, 2020, after which store employees in suspended operations and corporate employees whose roles cannot be done remotely will be placed on unpaid temporary furlough, while continuing to receive regular benefits. The Company's digital flagship businesses remain open, and fulfillment operations resumed after a brief closure. The Company says it will settle payments for finished goods and goods in production, and it has a vendor payments program that lets suppliers receive payment on a shortened timeline. The Ralph Lauren Corporate Foundation allocated $10 million for emergency relief, with the majority placed into the Company's Employee Relief Fund. A portion of executive compensation reductions will also be added to that fund. The press release states that the Company believes these measures are necessary to support employees and safeguard the business so it can emerge from the crisis in a position of strength.

Apr 6, 2020 8-K

Ralph Lauren 8-K Report, Regulation FD Disclosure (Mar 31, 2020)

Ralph Lauren Corporation filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to furnish Exhibit 99.1, a press release dated March 31, 2020, providing an additional update on the company's response to the global coronavirus (COVID-19) outbreak. The information is furnished rather than filed for purposes of Section 18 of the Exchange Act. The update describes philanthropic and safety measures. The Ralph Lauren Corporate Foundation, formerly the Polo Ralph Lauren Foundation, is committing $10 million across emergency employee assistance, World Health Organization COVID-19 Solidarity Response Fund support, cancer care through its Pink Pony Fund, and a gift to the CFDA/Vogue Fashion Fund. The company is also producing 250,000 masks and 25,000 isolation gowns for donation with U.S. manufacturing partners. Operationally, it has temporarily closed stores and distribution centers, imposed a global business travel freeze, and enabled remote working in affected corporate offices. North American and European distribution centers are scheduled to reopen on April 1, 2020, with resumption of normal shipping of digital and select wholesale orders. On liquidity, the company reported $1.9 billion in cash and short- and long-term investments at the end of its third quarter of Fiscal 2020. Actions to preserve cash include drawing down $475 million from its Global Credit Facility, halting incremental share repurchases after completing its Fiscal 2020 program, reducing or delaying capital expenditures, and pausing non-critical capital build-out. The company plans to provide an update on operational and financial impacts on its fourth quarter Fiscal 2020 earnings call.

Mar 31, 2020 8-K