SEC Filing | Ralph Lauren Corporation

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

View:

Download DOC

Download PDF

Download XLS

FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the Quarterly Period Ended October 2, 2004

or

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-13057

Polo Ralph Lauren Corporation

(Exact name of registrant as specified in its charter)


Delaware		13-2622036
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

650 Madison Avenue,
New York, New York (Address of principal executive offices)		10022 (Zip Code)

Registrant’s telephone number, including area code

212-318-7000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes þ No o

At November 1, 2004, 58,574,042 shares of the registrant’s Class A Common Stock, $.01 par value, were outstanding and 43,280,021 shares of the registrant’s Class B Common Stock, $.01 par value, were outstanding.

POLO RALPH LAUREN CORPORATION

INDEX TO FORM 10-Q


		Page

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements		2
	Consolidated Balance Sheets as of October 2, 2004 (Unaudited) and April 3, 2004		2
	Consolidated Statements of Operations for the three and six months ended October 2, 2004 and September 27, 2003 (Unaudited)		3
	Consolidated Statements of Cash Flows for the six months ended October 2, 2004 and September 27, 2003 (Unaudited)		4
	Notes to Consolidated Financial Statements		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		35
Item 4.	Controls and Procedures		35
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		37
Item 2.	Changes in Securities and Use of Proceeds		37
Item 4.	Submission of Matters to a Vote of Security-holders		37
Item 6.	Exhibits and Reports on Form 8-K		38
Signatures			40
EX-10.1: AMENDMENT #1 TO RESTATED EMPLOYMENT AGREEMENT
EX-10.3 EMPLOYMENT AGREEMENT
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32.1: CERTIFICATION
EX-32.2: CERTIFICATION

POLO RALPH LAUREN CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except shares and per share data)


			October 2,			April 3,
			2004			2004

			(Unaudited)
ASSETS
Cash and cash equivalents			$	145,982		$	343,477
Accounts receivable, net of allowances of $31,098 and $30,536				428,423			441,724
Inventories, net				444,176			363,691
Deferred tax assets				22,269			21,565
Prepaid expenses and other				71,232			100,862

	Total current assets			1,112,082			1,271,319
Property and equipment, net				443,560			397,328
Deferred tax assets				60,997			61,579
Goodwill				579,216			341,603
Intangibles, net				19,028			17,640
Other assets				184,688			180,772

	Total assets		$	2,399,571		$	2,270,241


LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable			$	160,747		$	187,355
Income tax payable				80,204			77,736
Accrued expenses and other				247,060			236,039

	Total current liabilities			488,011			501,130
Long-term debt				280,948			277,345
Other non current liabilities				90,247			69,693
Commitments and Contingencies (Note 11)
Stockholders’ equity:
	Common stock
		Class A, par value $.01 per share; 500,000,000 shares authorized; 62,739,608 and 61,498,183 shares issued		640			620
		Class B, par value $.01 per share; 100,000,000 shares authorized; 43,280,021 shares issued and outstanding		433			433
	Additional paid-in-capital			619,872			563,457
	Retained earnings			1,009,740			927,390
	Treasury stock, Class A, at cost (4,177,600 and 4,145,800 shares)			(80,026	)		(78,975	)
	Accumulated other comprehensive income			26,579			23,942
	Unearned compensation			(36,873	)		(14,794	)

	Total stockholders’ equity			1,540,365			1,422,073

		Total liabilities & stockholders’ equity	$	2,399,571		$	2,270,241

See accompanying notes to consolidated financial statements.

POLO RALPH LAUREN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)



	Three Months Ended						Six Months Ended

	October 2,			September 27,			October 2,			September 27,
	2004			2003			2004			2003

Net sales	$	821,541		$	633,241		$	1,357,349		$	1,049,330
Licensing revenue		62,139			74,536			119,081			136,178

Net revenues		883,680			707,777			1,476,430			1,185,508
Cost of goods sold		445,925			357,211			731,575			586,190

Gross profit		437,755			350,566			744,855			599,318
Selling, general and administrative expenses		313,186			267,613			598,950			510,839
Restructuring charge		897			—			1,628			—

Income from operations		123,672			82,953			144,277			88,479
Foreign currency (gains) losses		(3,145	)		(1,784	)		(2,934	)		(4,083	)
Interest expense		2,612			2,890			5,214			6,752
Interest income		(567	)		(694	)		(1,539	)		(1,638	)

Income before provision for income taxes and other (income) expense, net		124,772			82,541			143,536			87,448
Provision for income taxes		44,294			30,128			51,143			31,919
Other (income) expense, net		71			(1,597	)		(1,417	)		(3,536	)

Net income	$	80,407		$	54,010		$	93,810		$	59,065

Net income per share — Basic	$	0.79		$	0.55		$	0.93		$	0.60

Net income per share — Diluted	$	0.78		$	0.54		$	0.91		$	0.59

Weighted average common shares outstanding — Basic		101,192			98,704			100,837			98,541

Weighted average common shares outstanding — Diluted		103,571			100,781			103,186			100,052

Dividends declared per share	$	0.05		$	0.05		$	0.10		$	0.10

See accompanying notes to consolidated financial statements.

POLO RALPH LAUREN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)



			Six Months Ended

			October 2,			September 27,
			2004			2003

Cash flows from operating activities
Net income			$	93,810		$	59,065
Adjustments to reconcile net income to net cash provided by operating activities:
	Provision for (benefit from) deferred income taxes			1,132			(3,568	)
	Depreciation and amortization			46,474			40,501
	Write off of property and equipment			2,937			871
	Provision for losses on accounts receivable			3,380			648
	Changes in non-current liabilities			4,369			(15,141	)
	Foreign currency (gains) losses			(3,270	)		(145	)
	Other			631			(379	)
	Changes in assets and liabilities (excluding acquisitions):
		Accounts receivable		9,336			7,947
		Inventories		(53,362	)		(31,032	)
		Prepaid expenses and other		30,182			(41,047	)
		Other assets		(9,676	)		(25,777	)
		Accounts payable		(27,164	)		(20,548	)
		Income taxes payable		2,491			4,702
		Accrued expenses and other		14,117			34,226

Net cash provided by operating activities				115,387			10,323

Cash flows from investing activities
	Acquisition, net of cash acquired			(244,120	)		(4,518	)
	Purchases of property and equipment			(84,392	)		(39,526	)
	Equity investments			—			(5,427	)

Net cash used in investing activities				(328,512	)		(49,471	)

Cash flows from financing activities
	Payment of dividends			(10,120	)		(4,927	)
	Repurchases of common stock			(1,051	)		(809	)
	Proceeds from exercise of stock options			26,018			11,625
	Repayments of short-term bank borrowings			—			(100,943	)

Net cash provided by (used in) financing activities				14,847			(95,054	)

Effect of exchange rate changes on cash and cash equivalents and net investment in foreign subsidiaries				783			1,233

Net decrease in cash and cash equivalents				(197,495	)		(132,969	)
Cash and cash equivalents at beginning of period				343,477			343,606

Cash and cash equivalents at end of period			$	145,982		$	210,637

Supplemental cash flow information
	Cash paid for interest		$	6,205		$	6,467

	Cash paid for income taxes		$	39,525		$	20,454

Supplemental schedule of non-cash investing and financing activities
	Fair value of assets acquired excluding cash		$	270,518		$	—
	Less: Cash paid			244,120			—
	Acquisition obligation			15,000			—

	Liabilities assumed		$	11,398		$	—

See accompanying notes to consolidated financial statements.

POLO RALPH LAUREN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information for October 2, 2004 and September 27, 2003 is unaudited)

(In thousands, except per share data and where otherwise indicated)


1.	Significant Accounting Policies


	*Principles of Consolidation*

The accompanying unaudited consolidated financial statements include the accounts of Polo Ralph Lauren Corporation (“PRLC”) and its wholly and majority owned subsidiaries (collectively referred to as the “Company,” “we,” “us,” and “our,” unless the content requires otherwise). All intercompany balances and transactions have been eliminated in consolidation. Certain prior year balances have been reclassified to conform with the current year’s presentation.


	*Financial Reporting*

The consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted from this report as is permitted by such rules and regulations. However, we believe that the disclosures are adequate to make the information presented not misleading. The consolidated balance sheet data for April 3, 2004 is derived from the audited financial statements which are included in our annual report on Form 10-K filed with the Securities and Exchange Commission for the year ended April 3, 2004 (“Fiscal 2004”), which should be read in conjunction with these financial statements. Reference is made to such annual report on Form 10-K for a complete set of financial statement notes, including our significant accounting policies. The results of operations for the three and six months ended October 2, 2004 are not necessarily indicative of results to be expected for the entire fiscal year ending April 2, 2005 (“Fiscal 2005”).

In the opinion of management, the accompanying unaudited consolidated financial statements contain all normal and recurring adjustments necessary to present fairly the consolidated financial condition, results of operations and changes in cash flows of the Company for the interim periods presented.

Operating results for our Japanese interests are reported on a one-month lag (See Note 2).


	Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. These estimates and assumptions also affect the reported amounts of revenues and expenses. Estimates by their nature are based on judgments and available information. Therefore, actual results could materially differ from those estimates under different assumptions and conditions.

Critical accounting policies are those that are most important to the portrayal of the Company’s financial condition and the results of operations and require management’s most difficult, subjective and complex judgments as a result of the need to make estimates about the effect of matters that are inherently uncertain. The Company’s most critical accounting policies, discussed below, pertain to revenue recognition, income taxes, accounts receivable, net, inventories, net, the valuation of goodwill and intangible assets with indefinite lives, accrued expenses and derivative instruments. In applying such policies, management must use significant estimates that are based on its informed judgment. Because of the uncertainty inherent in these estimates, actual results could differ from estimates used in applying the critical accounting policies. Changes in such estimates, based on more accurate future information, may affect amounts reported in future periods.

POLO RALPH LAUREN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


	*Revenue Recognition*

Revenue within the Company’s wholesale operations is recognized at the time title passes and risk of loss is transferred to customers. Wholesale revenue is recorded net of returns, discounts and allowances. Returns and allowances require pre-approval from management. Discounts are based on trade terms. Estimates for end-of-season allowances are based on historic trends, seasonal results, an evaluation of current economic conditions and retailer performance. The Company reviews and refines these estimates on a quarterly basis based on current experience, trends and retailer performance. The Company’s historical estimates of these costs have not differed materially from actual results. Retail store revenue is recognized net of estimated returns at the time of sale to consumers. Licensing revenue is initially recorded based upon contractually guaranteed minimum levels and adjusted as actual sales data is received from licensees.


	*Income Taxes*

Income taxes are accounted for under Statement of Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes.” In accordance with SFAS No. 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as measured by statutory tax rates that are expected to be in effect in the periods when the deferred tax assets and liabilities are expected to be settled or realized. Significant judgment is required in determining the worldwide provisions for income taxes. In the ordinary course of a global business, there are many transactions for which the ultimate tax outcome is uncertain. It is the Company’s policy to establish provisions for taxes that may become payable in future years as a result of an examination by tax authorities. The Company establishes the provisions based upon management’s assessment of exposure associated with permanent tax differences, tax credits and interest expense applied to temporary difference adjustments. The tax provisions are analyzed periodically and adjustments are made as events occur that warrant adjustments to those provisions.


	*Accounts Receivable, Net*

In the normal course of business, the Company extends credit to its wholesale customers that satisfy pre-defined credit criteria. Accounts receivable, net, as shown on the Consolidated Balance Sheets, is net of the following allowances and reserves.

An allowance for doubtful accounts is determined through analysis of the aging of accounts receivable at the date of the consolidated financial statements, assessments of collectibility based on an evaluation of historic and anticipated trends, the financial condition of the Company’s customers, and an evaluation of the impact of economic conditions.

A reserve for trade discounts is established based on open invoices where trade discounts have been extended to customers and is treated as a reduction of sales.

Estimated customer end of season allowances are included as a reduction of sales. These provisions are based on seasonal negotiations with the Company’s customers as well as historic deduction trends and an evaluation of current market conditions. The Company’s historical estimates of these costs have not differed materially from actual results.

A reserve for operational chargebacks (deductions by customers relating to individual shipments), net of expected recoveries is included as a reduction of sales. The reserve is based on chargebacks received at the date of the financial statements and historical experience. Our historical estimates of these costs have not differed materially from actual results.

POLO RALPH LAUREN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

market conditions. The Company’s historical estimates of these costs have not differed materially from actual results.


	*Inventories, Net*

Inventories, net are stated at lower of cost (using the first-in-first-out method, “FIFO”) or market. The Company continually evaluates the composition of its inventories assessing slow-turning, ongoing product as well as all fashion product. Market value of distressed inventory is determined based on historical sales trends for this category of inventory of the Company’s individual product lines, the impact of market trends and economic conditions, and the value of current orders in-house relating to the future sales of this type of inventory. Estimates may differ from actual results due to quantity, quality and mix of products in inventory, consumer and retailer preferences and market conditions. The Company’s historical estimates of these costs and its provisions have not differed materially from actual results.


	*Goodwill and Other Intangibles, Net*

SFAS No. 142, “Goodwill and Other Intangible Assets,” requires that goodwill and intangible assets with indefinite lives no longer be amortized, but rather be tested, at least annually, for impairment. This pronouncement also requires that intangible assets with finite lives be amortized over their respective lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.”

The recoverability of the carrying values of all long-lived assets with definite lives is reevaluated when changes in circumstances indicate the assets’ value may be impaired. Impairment testing is based on a review of forecasted operating cash flows and the profitability of the related business.

For the six months ended October 2, 2004, there were no adjustments to the carrying values of assets resulting from these evaluations.


	*Accrued Expenses*

Accrued expenses for employee insurance, workers’ compensation, contracted advertising, professional fees, and other outstanding Company obligations are assessed based on claims experience and statistical trends, open contractual obligations, and estimates based on projections and current requirements.


	*Derivative Instruments*

SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended and interpreted, requires that each derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or liability and measured at its fair value. The statement also requires that changes in the derivative’s fair value be recognized currently in earnings in either income (loss) from continuing operations or accumulated other comprehensive income (loss), depending on whether the derivative qualifies for hedge accounting treatment.

The Company uses foreign currency forward contracts and options for the specific purpose of hedging the exposure to variability in forecasted cash flow associated primarily with inventory purchases and royalty payments in connection with the Company’s European business. The Company also uses interest rate swaps to hedge the fair value of its Euro denominated bonds against fluctuations due to changes in interest rates.

POLO RALPH LAUREN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

changing market conditions may impact the results of the effectiveness assessment and ultimately the timing of when changes in derivative fair values and underlying hedged items are recorded in earnings.

The Company hedges its net investment position in Euro-functional subsidiaries by borrowing directly in foreign currency and designating a portion of foreign currency debt as a hedge of net investments. Under SFAS No. 133, changes in the fair value of these instruments are recognized in foreign currency translation, a component of accumulated other comprehensive income (loss), to offset the change in value of the net investment being hedged.


	Other Significant Accounting Policies


	*Fair Value of Financial Instruments*

The fair value of cash and cash equivalents, accounts receivable, short-term borrowings and accounts payable approximates their carrying value due to their short-term maturities. Fair values for derivatives are obtained from the counter party.


	*Cash and Cash Equivalents*

All highly liquid investments with original maturity of three months or less at the date of purchase are classified as cash equivalents.


	*Property and Equipment, Net*

Property and equipment, net is stated at cost less accumulated depreciation and amortization. Buildings and building improvements are depreciated using the straight-line method over 37.5 years. Machinery and equipment, and furniture and fixtures are depreciated using the straight-line method over their estimated useful lives of three to ten years. Leasehold improvements are amortized over the shorter of the remaining lease term or the estimated useful lives of the assets.


	*Foreign Currency Translation*

Assets and liabilities of non-U.S. subsidiaries have been translated at period-end exchange rates. Revenues and expenses have been translated at average rates of exchange in effect during the period. Resulting translation adjustments have been included in accumulated other comprehensive income (loss).


	*Cost of Goods Sold*

Cost of goods sold includes the expenses incurred to acquire and produce inventory for sale, including product costs, freight-in, import costs and provisions for shrinkage.


	*Shipping and Handling Costs*

Shipping and handling costs are included as a component of selling, general & administrative expenses in the Consolidated Statements of Operations.

POLO RALPH LAUREN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


	*Stock Options*

We use the intrinsic value method to account for stock-based compensation in accordance with Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and have adopted the disclosure-only provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” as amended by SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure.” Accordingly, the Company has recognized compensation costs for restricted stock and stock unit grants (see Note 10) and has not recognized compensation cost for fixed stock option grants. The fair value of the restricted stock and stock unit grants, as determined under the Black-Scholes option pricing model, approximates the actual expense recognized by the Company. Had compensation costs for the Company’s stock option grants been determined based on the fair value at the grant dates for awards under these plans in accordance with SFAS No. 123, the Company’s net income and earnings per share would have been reduced to the pro forma amounts as follows:



		For the Three				For the Six
		Months Ended				Months Ended

		October 2,		September 27,		October 2,		September 27,
		2004		2003		2004		2003

Net income as reported		$	80,407	$	54,010	$	93,810	$	59,065
Add: stock-based employee compensation expense included in reported net income, net of tax			2,334		721		3,008		1,025
Deduct: total stock-based employee compensation expense determined under fair value based method for all awards, net of tax			7,227		4,578		9,867		8,410

Pro forma net income		$	75,514	$	50,153	$	86,951	$	51,680

Net income per share as reported —
	Basic	$	0.79	$	0.55	$	0.93	$	0.60
	Diluted	$	0.78	$	0.54	$	0.91	$	0.59
Pro forma net income per share —
	Basic	$	0.75	$	0.51	$	0.86	$	0.52
	Diluted	$	0.73	$	0.50	$	0.85	$	0.52

For this purpose, the fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants in Fiscal 2005 and Fiscal 2004, respectively: risk-free interest rates of 3.44% and 2.54%; a dividend of $0.20 per annum; expected volatility of 35.0% and 47.2% and expected lives of 5.2 years for both periods.


	*Fiscal Year*

Our fiscal year ends on the Saturday closest to March 31. All references to “Fiscal 2005” represent the 52 week fiscal year ending April 2, 2005, references to “Fiscal 2004” represent the 53 week fiscal year ended April 3, 2004 and references to “Fiscal 2003” represent the 52 week fiscal year ended March 29, 2003. All references to “Fiscal 2002” represent the 52 week fiscal year ending March 30, 2002 and references to “Fiscal 2001” represent the 52 week fiscal year ended March 31, 2001.

POLO RALPH LAUREN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


2.	Acquisitions

On July 2, 2004, we completed the acquisition of certain assets of RL Childrenswear Company, LLC for a purchase price of approximately $255 million, including deferred payments of $15 million over the next three years, and agreed to assume certain liabilities. Additionally, we have agreed to pay up to an additional $5 million in contingent payments if certain sales targets are attained. Any future payments will be treated as additional purchase price. RL Childrenswear Company LLC was a Polo Ralph Lauren licensee holding the exclusive licenses to design, manufacture, merchandise and sell newborn, infant, toddler and girls and boys clothing in the United States, Canada and Mexico. In connection with the acquisition, the Company recorded preliminary estimates of fair values as follows: inventory of $24.7 million, property & equipment of $6.8 million, intangible assets consisting of non-compete agreements, valued at $2.6 million, other assets of $0.5 million, goodwill of $231.8 million and liabilities of $11.4 million. Transaction costs increased the goodwill recorded to $235.0 million.

The Company is in the process of completing its assessment of the fair value of assets acquired and liabilities assumed. As a result, the purchase price allocation is subject to change.

Operating activities of the Childrenswear Company since the acquisition are included in the results of operations commencing July 2, 2004, for the three and six months ended October 2, 2004.

The following unaudited pro forma information assumes the Childrenswear acquisition had occurred on March 30, 2003. The pro forma information, as presented below, is not indicative of the results that would have been obtained had the transaction occurred March 30, 2003, nor is it indicative of our future results. The unaudited pro forma information is presented based on the preliminary purchase price allocation. The actual purchase price allocation, and the resulting effect on net income, based on appraisals may differ significantly from the unaudited pro forma amounts included herein.



	For the Three				For the Six
	Months Ended				Months Ended

	October 2, 2004		September 27, 2003		October 2, 2004		September 27, 2003

	(unaudited)		(unaudited)		(unaudited)		(unaudited)
	Actual
Net revenue	$	883,680	$	765,753	$	1,530,183	$	1,291,690
Net income		80,407		59,646		99,494		68,072
Net income per share — Basic	$	0.79	$	0.60	$	0.99	$	0.69
Net income per share — Diluted	$	0.78	$	0.59	$	0.96	$	0.68

The above pro forma amounts reflect adjustments for purchases made by us from Childrenswear and licensing royalties paid to us by Childrenswear as well as amortization of the non-compete agreements, lost interest income on the cash used for the purchase and income tax effect based upon an unaudited pro forma effective tax rate of 35.5% in Fiscal 2005 and Fiscal 2004. The unaudited pro forma information gives effect only to adjustments described above and does not reflect management’s estimate of any anticipated cost savings or other benefits as a result of the acquisition. The unaudited pro forma amounts exclude material nonrecurring charges of approximately $5.4 million related to the write up to fair value of inventory as part of the preliminary purchase price allocation.

In November 2003, we acquired a license for the use of trademarks for $7.5 million. This license was accounted for as a finite lived intangible asset and is being amortized over 10 years.

POLO RALPH LAUREN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

recognized for the excess of the purchase price plus transaction costs of $1.3 million over the preliminary estimate of fair market value of the net assets acquired. During Fiscal 2004, we incurred an additional $3.5 million of transaction costs, which have been included in goodwill, and finalized our accounting for the acquisition, which resulted in an additional $0.5 million of goodwill.

All of the revenues and expenses for the Japanese master license are included in the Company’s consolidated statements of operations. For the three and six months ended October 2, 2004, we have recorded minority interest expense of $1.9 million and $2.4 million, respectively, to reflect the share of earnings allocable to the 50% minority interest holder in the Japanese master license. This amount is included in Other (income) expense, net in the Consolidated Statements of Operations.

Also, in February 2003, we acquired an 18% equity interest in the company which holds the sublicenses for the Polo Ralph Lauren men’s, women’s and jeans business in Japan for approximately $47.6 million. In May 2003, we paid $5.4 million to acquire an additional 2% equity interest in this company. For the three and six months ended October 2, 2004, we recorded $1.2 million and $3.2, respectively, of equity investment income related to this investment. This amount is included in Other (income) expense, net in the Consolidated Statements of Operations.

Results for our Japanese interests are reported on a one-month lag.

On October 31, 2001, we completed the acquisition of substantially all of the assets of PRL Fashions of Europe S.R.L. During Fiscal 2004, an additional payment was made on the first earn-out payment calculation, resulting in an increase in goodwill of approximately $1.0 million.


3.	Inventories

Inventories are valued at the lower of cost, using the “FIFO” method, or market and are summarized as follows:


	October 2,		April 3,
	2004		2004

Raw materials	$	4,825	$	5,516
Work-in-process		5,297		4,669
Finished goods		434,054		353,506

	$	444,176	$	363,691


4.	Goodwill and Other Intangible Assets

As required by SFAS No. 142, “Goodwill and Other Intangible Assets,” we completed our annual impairment test as of the first day of the second quarter of Fiscal 2005. No impairment was recognized as a result of this test. The carrying value of goodwill as of October 2, 2004 and April 3, 2004 by operating segment is as follows (dollars in millions):


	Wholesale		Retail		Licensing		Total

Balance at April 3, 2004	$	151.1	$	74.0	$	116.5	$	341.6
Purchases		235.0		—		—		235.0
Effect of foreign exchange and other adjustments		2.3		0.3		—		2.6

Balance at October 2, 2004	$	388.4	$	74.3	$	116.5	$	579.2

POLO RALPH LAUREN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The carrying value of indefinite life intangible assets as of October 2, 2004 was $1.5 million and relates to an owned trademark. Finite life intangible assets as of October 2, 2004 and April 3, 2004, subject to amortization, are comprised of the following:



	October 2, 2004							April 3, 2004

	Gross							Gross
	Carrying		Accum.					Carrying		Accum.					Estimated
	Amount		Amort.			Net		Amount		Amort.			Net		Lives

Licensed trademarks	$	17,400	$	(2,255	)	$	15,145	$	17,400	$	(1,260	)	$	16,140		10 years
Non-compete agreement		2,600		(217	)		2,383		—		—			—		3 years

Intangible amortization expense was $0.7 million and $1.2 for the three and six months ended October 2, 2004, respectively. The estimated intangible amortization expense for each of the following five years is expected to be approximately $2.6 million per year for the next three years and $1.7 million in the fourth and fifth year.


5.	Restructuring


	*(a) 2003 Restructuring Plan*

During the third quarter of Fiscal 2003, we completed a strategic review of our European business and formalized our plans to centralize and more efficiently consolidate its business operations. In connection with the implementation of this plan, the Company recorded a restructuring charge of $7.9 million during Fiscal 2004 and $14.4 million during Fiscal 2003 for severance and contract termination costs. The $7.9 million represents the additional liability for employees notified of their termination and properties we ceased using during Fiscal 2004. An additional $1.6 million charge was recorded during the six months ended October 2, 2004 representing severance costs and other termination benefits for additional employees released during the period. The components of the charge and the activity for the six months ended October 2, 2004 were as follows:


				Lease and Other
	Severance and			Contract
	Termination			Termination
	Benefits			Costs			Total

Balance at April 3, 2004	$	3,316		$	1,859		$	5,175
Fiscal 2005 provision		1,628			—			1,628
Fiscal 2005 spending		(2,934	)		(418	)		(3,352	)

Balance at October 2, 2004	$	2,010		$	1,441		$	3,451

Total severance and termination benefits as a result of this restructuring related to approximately 160 employees. Total cash outlays related to this plan of approximately $20.5 million, since inception, have been paid through October 2, 2004. It is expected that this plan will be completed, and the remaining liabilities will be paid in Fiscal 2005 or in accordance with contract terms.


	*(b) 2001 Operational Plan*

In connection with the implementation of the 2001 Operational Plan, we recorded a pre-tax restructuring charge of $128.6 million in our second quarter of Fiscal 2001. This charge was subsequently adjusted for a $5.0 million reduction of liabilities in the fourth quarter of Fiscal 2001 and a $16.0 million increase in the fourth quarter of Fiscal 2002 for lease termination costs associated with the closure of certain retail stores. During Fiscal 2004, a $10.4 million increase was recorded due to market factors that were less favorable than

POLO RALPH LAUREN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

originally estimated. The major component of the charge remaining and the activity for the six months ended October 2, 2004 was as follows:


	Lease and
	Contract
	Termination
	Costs

Balance at April 3, 2004	$	6,360
Fiscal 2005 spending		(1,565	)

Balance at October 2, 2004	$	4,795

Total cash outlays related to the 2001 Operational Plan are expected to be approximately $51.2 million, $46.4 million of which have been paid through October 2, 2004. We completed the implementation of the 2001 Operational Plan in Fiscal 2002 and expect to settle the remaining liabilities in Fiscal 2005 or in accordance with contract terms.


6.	Financing Agreements

Prior to October 6, 2004, we had a credit facility with a syndicate of banks consisting of a $300.0 million revolving line of credit, subject to increase to $375.0 million, which was available for direct borrowings and the issuance of letters of credit. It was scheduled to mature on November 18, 2005. As of October 2, 2004, we had no balance outstanding under the facility and were in compliance with all of our financial and non-financial covenants thereunder.

On October 6, 2004, we, in substance, expanded and extended this bank credit facility by entering into a new Credit Agreement, dated as of that date, with JPMorgan Chase Bank, as Administrative Agent, The Bank of New York, Fleet National Bank, SunTrust Bank and Wachovia Bank National Association, as Syndication Agents, J.P. Morgan Securities Inc., as sole Bookrunner and Sole Lead Arranger, and a syndicate of lending banks that included each of the lending banks under the prior credit agreement (the “New Credit Facility”).

The New Credit Facility, which is otherwise substantially on the same terms as the prior credit facility, provides for a $450.0 million revolving line of credit, subject to increase to $525.0 million, which is available for direct borrowings and the issuance of letters of credit. It will mature on October 6, 2009. As of November 1, 2004, we had no direct borrowings outstanding under the New Credit Facility. Direct borrowings under the New Credit Facility bear interest, at our option, at a rate equal to (i) the higher of (x) the weighted average overnight Federal funds rate, as published by the Federal Reserve Bank of New York, plus one-half of one percent, and (y) the prime commercial lending rate of JPMorgan Chase Bank in effect from time to time, or (ii) the LIBO Rate (as defined in the New Credit Facility) in effect from time to time, as adjusted for the Federal Reserve Board’s Eurocurrency Liabilities maximum reserve percentage, and a margin based on our then current credit ratings.

The New Credit Facility requires us to maintain certain covenants:


	•	a minimum ratio of consolidated EBITDAR to Consolidated Interest Expense (as such terms are described in the New Credit Facility); and

	•	a maximum ratio of Adjusted Debt (as defined in the New Credit Facility) to EBITDAR.

The credit facility also contains covenants that, subject to specified exceptions, restrict our ability to:


	•	incur additional debt;

	•	incur liens and contingent liabilities;

POLO RALPH LAUREN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


	•	sell or dispose of assets, including equity interests;

	•	merge with or acquire other companies, liquidate or dissolve;

	•	engage in businesses that are not a related line of business;

	•	make loans, advances or guarantees;

	•	engage in transactions with affiliates; and

	•	make investments.

Upon the occurrence of an event of default under the New Credit Facility, the lenders may cease making loans, terminate the New Credit Facility, and declare all amounts outstanding to be immediately due and payable. The New Credit Facility specifies a number of events of default (many of which are subject to applicable grace periods), including, among others, the failure to make timely principal and interest payments or to satisfy the covenants, including the financial covenants described above. Additionally, the New Credit Facility provides that an event of default will occur if Mr. Ralph Lauren and related entities fail to maintain a specified minimum percentage of the voting power of our common stock.

At October 2, 2004, we were contingently liable for $45.6 million in outstanding letters of credit related primarily to commitments for the purchase of inventory. We incur a financing charge of ten basis points per month on the average monthly balance of these outstanding letters of credit.


7.	Financial Instruments

We enter into forward foreign exchange contracts as hedges relating to identifiable currency positions to reduce our risk from exchange rate fluctuations on inventory purchases and intercompany royalty payments. Gains and losses on these contracts are deferred and recognized as adjustments to either the basis of those assets or foreign exchange gains/losses, as applicable. At October 2, 2004, we had the following foreign exchange contracts outstanding: (i) to deliver €55.1 million in exchange for $65.0 million through Fiscal 2005 and (ii) to deliver ¥8,248 million in exchange for $71.0 million through Fiscal 2008. At October 2, 2004, the fair value of these contracts resulted in unrealized losses net of tax of $2.6 million and $6.5 million for the Euro forward contracts and Japanese Yen forward contracts, respectively.

In May 2003, we entered into an interest rate swap that terminates in November 2006. The interest rate swap is being used to convert €105.2 million, 6.125% fixed rate borrowings into €105.2 million, EURIBOR minus 1.55% variable rate borrowings. On April 6, 2004 and October 4, 2004, the Company executed interest rate swaps to convert the fixed interest rate on total of an additional €100 million of the Eurobonds to a EURIBOR plus 3.14% variable rate borrowing. After the execution of these swaps, approximately €22 million of the Eurobonds remained at a fixed interest rate. We entered into the interest rate swaps to minimize the impact of changes in the fair value of the Euro debt due to changes in EURIBOR, the benchmark interest rate. The swaps have been designated as fair value hedges under SFAS No. 133. Hedge ineffectiveness is measured as the difference between the respective gains or losses recognized resulting from changes in the benchmark interest rate, and were immaterial in Fiscal 2004 and the first half of Fiscal 2005. In addition, we have designated most of the principal of the Euro debt as a hedge of our net investment in certain foreign subsidiaries. As a result, changes in the fair value of the Euro debt resulting from changes in the Euro rate are reported net of income taxes in accumulated other comprehensive income in the consolidated financial statements as an unrealized gain or loss on foreign currency hedges to the extent they are considered a hedge of our investment in foreign subsidiaries. For the three and six months ended October 2, 2004 other comprehensive income included unrealized losses of $1.4 million and $3.8 million respectively, related to €221.0 million of foreign investment hedged. For the three and six months ended September 27, 2003 Other Comprehensive Income included unrealized losses of $0.6 million and $10.1 million respectively, related to €227.3 million of foreign investment hedged.

POLO RALPH LAUREN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


8.	Comprehensive Income

For the three and six months ended October 2, 2004 and September 27, 2003, comprehensive income was as follows:



			Three Months Ended					Six Months Ended

			October 2,		September 27,			October 2,			September 27,
			2004		2003			2004			2003

Net income			$	80,407	$	54,010		$	93,810		$	59,065
Other comprehensive income, net of taxes:
	Foreign currency translation adjustments			517		(4,427	)		3,597			15,967
Unrealized losses on cash flow and foreign currency hedges, net				462		(1,823	)		(961	)		(16,560	)

		Comprehensive income	$	81,386	$	47,760		$	96,446		$	58,472

The income tax effect related to foreign currency translation adjustments and unrealized gains and losses on cash flow and foreign currency hedges, was a charge of $1.6 million and a benefit of $0.8 million in the three months ended October 2, 2004, respectively. The income tax effect related to foreign currency translation adjustments and unrealized gains and losses on cash flow and foreign currency hedges was a benefit of $1.9 million and a benefit of $1.9 million for the three months ended September 27, 2003 respectively.

The income tax effect related to foreign currency translation adjustments and unrealized gains and losses on cash flow and foreign currency hedges, was a charge of $0.9 million and a benefit of $2.1 million in the six months ended October 2, 2004, respectively. The income tax effect related to foreign currency translation adjustments and unrealized gains and losses on cash flow and foreign currency hedges, was a benefit of $2.9 million and a benefit of $7.0 million for the six months ended September 27, 2003 respectively.


9.	Earnings Per Share

Basic EPS is calculated based on income available to common shareholders and the weighted-average number of shares outstanding during the reported period. Diluted EPS includes additional dilution from potential common stock issuable pursuant to the exercise of stock options outstanding as well as the vesting of restricted stock and restricted stock units, and is calculated under the treasury stock method. The weighted average number of common shares outstanding used to calculate Basic EPS is reconciled to those shares used in calculating Diluted EPS as follows:



		Three Months Ended				Six Months Ended

		October 2,		September 27,		October 2,		September 27,
		2004		2003		2004		2003

Basic			101,192		98,704		100,837		98,541
Dilutive effect of stock options, restricted stock and restricted stock units			2,379		2,077		2,349		1,511

	Diluted shares		103,571		100,781		103,186		100,052

Options to purchase shares of common stock at an exercise price greater than the average market price of the common stock are anti-dilutive and therefore not included in the computation of diluted earnings per share. For the three months ended October 2, 2004 and September 27, 2003 antidilutive options and restricted stock grants of 0.3 million shares and 0.8 million shares were excluded from the diluted share calculation. For the six months ended October 2, 2004 and September 27, 2003 antidilutive options of 0.2 million shares and 3.8 million shares were excluded from the diluted share calculation.

POLO RALPH LAUREN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


10.	Stock Incentive Plans

In June 2004, the Compensation Committee granted 100,000 restricted stock units, payable solely in shares of our Class A Common Stock, under our Stock Incentive Plan. This was the second of five annual grants pursuant to an employment agreement. Each grant vests on the fifth anniversary of the grant date, subject to acceleration in certain circumstances, including termination of the executive’s employment after the end of Fiscal 2008 for any reason other than termination by the Company for cause, and is payable following the termination of the executive’s employment. Additional restricted stock units are issued in respect of outstanding grants as dividend equivalents in connection with the payment of dividends on our Class A Common Stock. In June 2004, an aggregate of approximately 230,000 performance based restricted stock units and approximately 1.6 million options to purchase shares of our Class A Common Stock were granted to certain employees under the Stock Incentive Plan. The restricted stock units will vest in Fiscal 2008, subject to the Company’s satisfaction of performance goals, and the options will vest in three equal installments on the first three anniversaries of the grant date. The exercise price of the options is the fair market value of the Class A Common Stock on the grant date. In July 2004, the Company issued an aggregate of 437,500 restricted stock units under our Stock Incentive Plan pursuant to an employment agreement. Of these units, 187,500 are performance based and will vest over the next three years, subject to the Company’s satisfaction of performance goals, and 250,000 will vest in three equal installments at the end of Fiscal 2008, Fiscal 2009 and Fiscal 2010 and will be paid upon the termination of the executive’s employment. These units are entitled to dividend equivalents, and the employment agreement provides for the grant of up to an additional 562,500 performance based units that would vest, subject to the Company’s achievement of performance goals for periods ending at the close of Fiscal 2008, Fiscal 2009 and Fiscal 2010.

On October 1, 2004, the Company issued 75,000 restricted shares of Class A Common Stock and options to purchase 200,000 shares of Class A Common Stock pursuant to an employment agreement. The restricted stock will vest in equal installments on the first five anniversaries of the grant dates. An additional 75,000 options to purchase 75,000 shares of Class A Common Stock were granted under our Stock Incentive Plan to new hires during the first six months of Fiscal 2005.

Total stock compensation expense, for the three and six months ended October 2, 2004 was $3.6 million and $4.7 million respectively compared to $1.1 million and $1.6 million for the three and six months ended September 27, 2003.

11. Commitments & Contingencies


	*Declaration of Dividend*

On May 20, 2003 the Board of Directors initiated a regular quarterly cash dividend program of $0.05 per share, or $0.20 per share on an annual basis, on Polo Ralph Lauren common stock. The second quarter Fiscal 2005 dividend of $0.05 per share was declared on September 20, 2004, payable to shareholders of record at the close of business on October 1, 2004, and was paid on October 15, 2004. Approximately $10.1 million was recorded as a reduction to retained earnings during the six months ended October 2, 2004 in connection with this dividend.


12.	Legal Proceedings

As a result of the failure of Jones Apparel Group, Inc. (including its subsidiaries, “Jones”) to meet the minimum sales volumes for the year ended December 31, 2002 under the license agreements for the sale of products under the “Ralph” trademark between us and Jones dated May 11, 1998, these license agreements terminated as of December 31, 2003. We had advised Jones that the termination of these license agreements would automatically result in the termination of the license agreements between us and Jones with respect to the “Lauren” trademark pursuant to the Cross Default and Term Extension Agreement between the Company and Jones dated May 11, 1998. The terms of the Lauren license agreements would otherwise have expired on December 31, 2006.

POLO RALPH LAUREN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

On June 3, 2003, Jones filed a lawsuit against us in the Supreme Court of the State of New York alleging, among other things, that we had breached the Lauren license agreements by asserting our rights pursuant to the Cross Default and Term Extension Agreement, and that we induced Ms. Jackwyn Nemerov, the former President of Jones, to breach the non-compete and confidentiality clauses in Ms. Nemerov’s employment agreement with Jones. Jones stated that it would treat the Lauren license agreements as terminated as of December 31, 2003, and is seeking compensatory damages of $550.0 million, punitive damages and enforcement of Ms. Nemerov’s agreement. Also on June 3, 2003, we filed a lawsuit against Jones in the Supreme Court of the State of New York seeking, among other things, an injunction and a declaratory judgment that the Lauren license agreements would terminate as of December 31, 2003 pursuant to the terms of the Cross Default and Term Extension Agreement. The two lawsuits were consolidated. On July 3, 2003, we filed a motion to dismiss Jones’ claims regarding breach of the “Lauren” agreements and a motion to stay the claims regarding Ms. Nemerov pending the arbitration of Jones’ dispute with Ms. Nemerov.

On July 23, 2003, Jones filed a motion for summary judgment in our action against Jones, and on August 12, 2003, we filed a cross-motion for summary judgment. Oral argument on the motions was heard on September 30, 2003. On March 18, 2004, the Court entered orders (i) denying our motion to dismiss Jones’ claims against us for breach of the Lauren agreements and (ii) granting Jones’ motion for summary judgment in our action for declaratory judgment that the Lauren agreements terminated on December 31, 2003 and dismissing our complaint. The order also stayed Jones’ claim against us relating to Ms. Nemerov pending arbitration regarding her alleged breach of her employment agreement. On April 16, 2004, we moved the court to reconsider its orders, and a hearing on our motion was held on May 19, 2004. The Court denied our motions on August 24, 2004, and we filed our appeal of the Court’s orders on October 4, 2004. The date for oral argument has not been determined. If Jones’ lawsuit were to be determined adversely to us, it could have a material adverse effect on our results of operations and financial condition. However, we intend to continue to defend the case vigorously and believe our position is correct on the merits.

On September 18, 2002, an employee at one of the Company’s stores filed a lawsuit against us and our Polo Retail, LLC subsidiary in the United States District Court for the District of Northern California alleging violations of California antitrust and labor laws. The plaintiff purports to represent a class of employees who have allegedly been injured by a requirement that certain retail employees purchase and wear Company apparel as a condition of their employment. The complaint, as amended, seeks an unspecified amount of actual and punitive damages, disgorgement of profits and injunctive and declaratory relief. The Company answered the amended complaint on November 4, 2002. A hearing on cross motions for summary judgment on the issue of whether the Company’s policies violated California law took place on August 14, 2003. The Court granted partial summary judgment with respect to certain of the plaintiff’s claims, but concluded that more discovery was necessary before it could decide the key issue as to whether the Company had maintained for a period of time a dress code policy that violated California law. The Court ordered the parties to conduct limited discovery to that end. Discovery has been stayed pending the outcome of voluntary mediation between the parties, which commenced on May 12, 2004.

On April 14, 2003, a second putative class action was filed in the San Francisco Superior Court. This suit, brought by the same attorneys, alleges near identical claims to those in the federal class action. The class representatives consist of former employees and the plaintiff in the federal court action. Defendants in this class action include us and our Polo Retail, LLC, Fashions Outlet of America, Inc., Polo Retail, Inc. San Francisco Polo, Ltd. subsidiaries as well as a non-affiliated corporate defendant and two current managers. As in the federal action, the complaint seeks an unspecified amount of actual and punitive damages, restitution of monies spent, and declaratory relief. The state court class action has been stayed pending resolution of the federal class action.

On October 1, 1999, we filed a lawsuit against the United States Polo Association Inc., Jordache, Ltd. and certain other entities affiliated with them, alleging that the defendants were infringing on our famous trademarks. This lawsuit continues to proceed as both sides are awaiting the court’s decision on various motions. In connection with this lawsuit, on July 19, 2001, the United States Polo Association and Jordache

POLO RALPH LAUREN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

filed a lawsuit against us in the United States District Court for the Southern District of New York. This suit, which is effectively a counterclaim by them in connection with the original trademark action, asserts claims related to our actions in connection with our pursuit of claims against the United States Polo Association and Jordache for trademark infringement and other unlawful conduct. Their claims stem from our contacts with the United States Polo Association’s and Jordache’s retailers in which we informed these retailers of our position in the original trademark action. All claims and counterclaims have been settled, except for the Company’s claims that the defendants violated the Company’s trademark rights. We did not pay any damages in this settlement. No date has been set for trial yet.

On December 5, 2003, United Stated Polo Association, USPA Properties, Inc., Global Licensing Sverige and Atlas Design AB (collectively, “USPA”) filed a Demand for Arbitration against the Company in Sweden under the auspices of the International Centre for Dispute Resolution seeking a declaratory judgment that USPA’s so-called Horseman symbol does not infringe on Polo Ralph Lauren’s trademark and other rights. No claim for damages was stated. On February 19, 2004, we answered the Demand for Arbitration, contesting the arbitrability of USPA’s claim for declaratory relief. We also asserted our own counterclaim, seeking a judgment that the USPA’s Horseman symbol infringes on our trademark and other rights. We also sought injunctive relief and damages in an unspecified amount. On March 5, 2004, USPA answered our counterclaim, denying the allegations set forth therein. On November 1, 2004, after conducting several hearings, the arbitral tribunal rendered a decision rejecting the relief sought by USPA and holding that USPA’s Horseman symbol infringes on our trademark and other rights. The arbitral tribunal awarded us damages in excess of 3,500,000 Swedish kronor, and ordered USPA to discontinue the sale of, and destroy all remaining stock of, clothing bearing its Horseman symbol in Sweden.

On October 29, 2004, we filed a Demand for Arbitration against the United States Polo Association and United States Polo Association Properties, Inc with the International Centre for Dispute Resolution in the United Kingdom seeking a judgment that the USPA’s Horseman symbol infringes on our trademark and other rights, as well as injunctive relief. We await the response of the United States Polo Association and United States Polo Association Properties, Inc.

In December 2003, we received a demand on behalf of a stockholder to inspect the Company’s books and records relating to the amended and restated employment agreement dated June 23, 2003 between the Company and Ralph Lauren. The demand asserts that the purpose of the inspection is to determine, among other things, whether the directors of the Company breached their fiduciary duties in approving the compensation provided for in the employment agreement. While we have provided certain documents to the Stockholders’ counsel pursuant to a confidentiality agreement, we believe that the issues asserted by the demand are without merit.

We are otherwise involved from time to time in legal claims involving trademark and intellectual property, licensing, employee relations and other matters incidental to our business. We believe that the resolution of these other matters currently pending will not, individually or in aggregate, have a material adverse effect on our financial condition or results of operations.


13.	Segment Reporting

The Company operates in three business segments: wholesale, retail and licensing. Our reportable segments are individual business units that either offer different products and services or are managed separately since each segment requires different strategic initiatives, promotional campaigns, marketing and advertising, based upon its own individual positioning in the market. Additionally, these segments reflect the reporting basis used internally by senior management to evaluate performance and the allocation of resources. Corporate overhead expenses are allocated to each segment based on each segment’s usage of corporate resources.

POLO RALPH LAUREN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Our net revenues and income from operations for the three and six months ended October 2, 2004 and September 27, 2003 for each segment were as follows:



		Three Months Ended				Six Months Ended

		October 2,		September 27,		October 2,		September 27,
		2004		2003		2004		2003

Net revenues:
	Wholesale	$	502,563	$	336,105	$	741,587	$	497,730
	Retail		318,978		297,136		615,762		551,600
	Licensing		62,139		74,536		119,081		136,178

		$	883,680	$	707,777	$	1,476,430	$	1,185,508

Income (loss) from operations:
	Wholesale	$	81,512	$	25,459	$	62,913	$	(5,590	)
	Retail		23,172		21,075		51,546		32,321
	Licensing		19,885		36,419		31,446		61,748

			124,569		82,953		145,905	$	88,479
	Less: unallocated restructuring charge		897		—		1,628		—

		$	123,672	$	82,953	$	144,277	$	88,479

Our net revenues for the three and six months ended October 2, 2004 and September 27, 2003, by geographic location of the reporting subsidiaries, were as follows:



		Three Months Ended				Six Months Ended

		October 2,		September 27,		October 2,		September 27,
		2004		2003		2004		2003

Net revenues:
	United States and Canada	$	671,720	$	519,744	$	1,164,712	$	899,272
	Europe		180,018		156,032		266,746		217,206
	Other Regions		31,942		32,001		44,972		69,030

		$	883,680	$	707,777	$	1,476,430	$	1,185,508


14.	New Accounting Pronouncements

In March 2004, the Financial Accounting Standards Board (“FASB”) published an Exposure Draft, “Share-Based Payment,” an amendment of FASB Statement No. 123 and 95. Under this FASB proposal, all forms of share-based payment to employees, including stock options, would be treated as compensation and recognized in the income statement. This proposed statement would be effective for awards granted, modified or settled in interim periods or fiscal years beginning after June 15, 2005. The Company currently accounts for stock options under APB No. 25. The pro forma impact of expensing options is disclosed in Note 1 of Notes to Consolidated Financial Statements.

In May 2004, the FASB issued FSP FAS 106-2 to provide guidance on accounting for the effects of the Medicare Prescription Drug, Improvement and Modernization Act of 2003, to employers that sponsor postretirement health care plans that provide prescription drug benefits. The Company does not sponsor a post-retirement healthcare plan. Consequently this pronouncement has no impact on the Company’s financial position or results of operations.

POLO RALPH LAUREN CORPORATION


Item 2.	*Management’s Discussion and Analysis of Financial Condition and Results of Operations*

The following discussion and analysis is a summary and should be read together with our Consolidated Financial Statements and related notes thereto which are included herein. We utilize a 52-53 week Fiscal year ending on the Saturday nearest March 31. Fiscal 2005 will end on April 2, 2005 (“Fiscal 2005”) and reflects a 52 week period. Fiscal 2004 ended April 3, 2004 (“Fiscal 2004”) and reflects a 53 week period.

Certain statements in this Form 10-Q and in future filings with the Securities and Exchange Commission, in our press releases and in oral statements made by or with the approval of authorized personnel constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on current expectations and are indicated by words or phrases such as “anticipate,” “estimate,” “expect,” “project,” “we believe,” “is or remains optimistic,” “currently envisions” and similar words or phrases and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: risks associated with a general economic downturn and other events leading to a reduction in discretionary consumer spending; risks associated with implementing our plans to enhance our worldwide luxury retail business, inventory management program and operating efficiency initiatives; risks associated with our start-up of the Lauren Line; risks associated with changes in the competitive marketplace, including the introduction of new products or pricing changes by our competitors; changes in global economic or political conditions; risks associated with our dependence on sales to a limited number of large department store customers, including risks related to extending credit to customers; risks associated with our dependence on our licensing partners for a substantial portion of our net income and a lack of operational and financial control over licensed businesses; risks associated with financial distress of licensees, including the impact on our net income and business of one or more licensees’ reorganization; risks associated with consolidations, restructurings and other ownership changes in the retail industry; risks associated with competition in the segments of the fashion and consumer product industries in which we operate, including our ability to shape, stimulate and respond to changing consumer tastes and demands by producing attractive products, brands and marketing and our ability to remain competitive in the areas of quality and price; uncertainties relating to our ability to implement our growth strategies or successfully integrate acquired businesses; risks associated with our entry into new markets, either through internal development activities or through acquisitions; risks associated with the possible adverse impact of our unaffiliated manufacturers’ inability to manufacture products in a timely manner, to meet quality standards or to use acceptable labor practices; risks associated with changes in social, political, economic and other conditions affecting foreign operations or sourcing (including foreign currency fluctuations) and the possible adverse impact of changes in import restrictions or shipping conditions; risks related to our ability to establish and protect our trademarks and other proprietary rights; risks related to fluctuations in foreign currency affecting our foreign subsidiaries’ and foreign licensees’ results of operations, the relative prices at which we and our foreign competitors sell products in the same market and our operating and manufacturing costs outside of the United States; and risks associated with our control by Lauren family members and the anti- takeover effect of our two classes of common stock. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

We operate in three business segments: wholesale, retail and licensing.

Wholesale consists of women’s, men’s and children’s apparel that we design and market worldwide, divided into three primary groups: Polo Brands, Lauren by Ralph Lauren and Collection Brands. In each of the wholesale groups, we offer discrete brand offerings that are directed by teams comprising design, merchandising, sales and production staff who work together to conceive, develop and merchandise product groupings organized to convey a variety of design concepts. This segment includes the core business Polo

Ralph Lauren, Lauren Ralph Lauren, Blue Label, Polo Golf, RLX Polo Sport, Women’s Ralph Lauren Collection and Black Label, and Men’s Purple Label Collection.

Retail consists of our worldwide Ralph Lauren retail operations, which sell through full-price and outlet stores, and our Club Monaco full-price and outlet stores.

Licensing consists of product, international and home collection licensing alliances, each of which pays us royalties based upon sales of licensed products, subject to minimum royalty payments. We work closely with our licensing partners to ensure that products are developed, marketed and distributed in a manner consistent with the distinctive perspective and lifestyle associated with our brand.

Our wholesale business showed significant improvements in sales, gross margin rates and operating income during the three and six month periods ended October 2, 2004 as compared to the corresponding periods of the prior fiscal year. These improvements were largely due to the addition of the Lauren and Childrenswear lines. These additional sales were partially offset by planned sales reductions in our men’s business as we continue to reposition the brand in appropriate stores and reduce off price sales.

Our retail operations continued to perform well during the three and six months ended October 2, 2004, driven by increased net sales and improved gross profit as a percentage of net revenues. Retail net sales increased primarily due to positive comparable store sales in both full-price and, for the six month period, outlet stores and, to a modest extent, the impact of the appreciation of the Euro relative to the U.S. dollar. The increasing gross profit rate reflects a continued focus on inventory management and higher realized sales dollars resulting from a combination of improved product mix, advertising and targeted marketing.

Our licensing segment’s operating income decreased compared to the prior year’s comparable period primarily as a result of the loss of royalties associated with the Lauren line as well as the recently acquired Childrenswear line, partially offset by increases in International licensing income.

Our international operations’ results were modestly affected by foreign exchange rate fluctuations. However, the increase in net sales due to the strengthening of the Euro was largely offset by a comparable increase in cost of sales and selling, general and administrative expenses. The strengthening of the Euro has had a significant effect on certain of our balance sheet accounts including accounts receivable, inventory, accounts payable and long-term debt.

Recent Developments

On July 2, 2004, we completed the acquisition of certain assets of RL Childrenswear Company LLC. See “Recent Acquisitions.”

As a result of the failure of Jones Apparel Group, Inc. (including its subsidiaries, “Jones”) to meet the minimum sales volumes for the year ended December 31, 2002 under the license agreements for the sale of products under the “Ralph” trademark between us and Jones dated May 11, 1998, these license agreements terminated as of December 31, 2003. We had advised Jones that the termination of these licenses on that date would automatically result in the termination of the licenses between it and Jones with respect to the “Lauren” trademark pursuant to the Cross Default and Term Extension Agreement between us and Jones dated May 11, 1998. The Lauren license agreements would otherwise have expired on December 31, 2006.

On June 3, 2003, Jones filed a lawsuit against us in the Supreme Court of the State of New York alleging, among other things, that we had breached its agreements with Jones with respect to the “Lauren” trademark by asserting its rights pursuant to the Cross Default and Term Extension Agreement, and that we induced Ms. Jackwyn Nemerov, the former President of Jones, to breach the non-compete and confidentiality clauses in Ms. Nemerov’s employment agreement with Jones. Jones stated that it would treat the Lauren license agreements as terminated as of December 31, 2003, and is seeking compensatory damages of $550.0 million, punitive damages and enforcement of the provisions of Ms. Nemerov’s agreement. Also on June 3, 2003, we filed a lawsuit against Jones in the Supreme Court of the State of New York seeking, among other things, an injunction and a declaratory judgment that the Lauren license agreements would terminate as of Decem-

ber 31, 2003 pursuant to the terms of the Cross Default and Term Extension Agreement. The two lawsuits were consolidated.

On July 3, 2003, we filed a motion to dismiss Jones’ claims regarding breach of the “Lauren” agreements and a motion to stay the claims regarding Ms. Nemerov pending the arbitration of Jones’ dispute with Ms. Nemerov. On July 23, 2003, Jones filed a motion for summary judgment in the action filed by us, and on August 12, 2003, we filed a cross-motion for summary judgment. Oral argument on the motions was heard on September 30, 2003. On March 18, 2004, the Court entered orders (i) denying our motion to dismiss Jones’ claims against us for breach of the Lauren agreements and (ii) granting Jones’ motion for summary judgment in our action for declaratory judgment the Lauren agreement terminated on December 31, 2003 and dismissing our complaint. The order also stayed Jones’ claim against us relating to Ms. Nemerov pending arbitration regarding her alleged breach of her employment agreement. On April 16, 2004, the Company moved the court to reconsider its orders, and a hearing on our motion was held on May 19, 2004. The Court denied our motions on August 24, 2004, and we filed our appeal on October 4, 2004. The date for oral argument has not been determined. If Jones’ lawsuit were to be determined adversely to us, it could have a material adverse effect on our results of operations and financial condition. However, we intend to continue to defend the case vigorously and believe that our position is correct on the merits.

We recently expanded and extended our revolving credit facility, see “Liquidity and Capital Resources” for further information.

Recent Acquisitions

On July 2, 2004, the Company completed the acquisition of certain assets of RL Childrenswear Company, LLC for a purchase price of approximately $255 million including deferred payments of $15 million over the next three years, and agreed to assume certain liabilities. Additionally, we have agreed to pay up to an additional $5 million in contingent payments if certain sales targets are attained and assumed certain liabilities. Any future payments will be treated as additional purchase price. RL Childrenswear Company, LLC was a Polo Ralph Lauren licensee holding the exclusive licenses to design, manufacture, merchandise and sell newborn, infant, toddler and girls and boys clothing in the United States, Canada and Mexico. In connection with the acquisition, the Company recorded preliminary estimates of fair values as follows: inventory of $24.7 million, property & equipment of $6.8 million, intangible assets consisting of non-compete agreements, valued at $2.6 million, other assets of $0.5 million, goodwill of $231.8 million and liabilities of $11.4 million. Transaction costs increased the goodwill recorded to $235.0 million.

The results of operations for the Childrenswear line for the period July 4, 2004 to October 2, 2004 are included in the consolidated results of operations commencing July 2, 2004, for the three and six months ended October 2, 2004.

The following unaudited pro forma information assumes the Childrenswear acquisition had occurred on March 30, 2003. The pro forma information, as presented below, is not indicative of the results that would have been obtained had the transaction occurred March 30, 2003, nor is it indicative of the Company’s future results. The unaudited pro forma information is presented based on the preliminary purchase price allocation. The actual purchase price allocation, and the resulting effect on net income, based on appraisals may differ significantly from the unaudited pro forma amounts included herein (dollars in thousands, except per share amounts).



	For the Three Months Ended				For the Six Months Ended

	October 2, 2004		September 27, 2003		October 2, 2004		September 27, 2003

	(unaudited)		(unaudited)		(unaudited)		(unaudited)
	Actual
Net revenue	$	883,680	$	765,753	$	1,530,183	$	1,291,690
Net income		80,407		59,646		99,494		68,072
Net income per share — Basic	$	0.79	$	0.60	$	0.99	$	0.69
Net income per share — Diluted	$	0.78	$	0.59	$	0.96	$	0.68

The above pro forma amounts reflect adjustments for purchases made by the Company from Childrenswear and licensing royalties paid to the Company by Childrenswear as well as amortization of the non-compete agreements, lost interest income on the cash used for the purchase and income tax effect based upon unaudited pro forma effective tax rate of 35.5% in Fiscal 2005 and Fiscal 2004. The unaudited pro forma information gives effect only to adjustments described above and does not reflect management’s estimate of any anticipated cost savings or other benefits as a result of the acquisition. The unaudited pro forma amounts exclude material non recurring charges of approximately $5.4 million related to the write up to fair value of inventory as part of the preliminary purchase price allocation.

In February 2003, we acquired a 50% controlling interest in the Japanese master license for our men’s, women’s, kids, home and jeans business in Japan for approximately $24.1 million. In connection with the acquisition of the Japanese master license, we recorded tangible assets of $11.0 million, an intangible license valued at $9.9 million and liabilities assumed of $8.5 million based on estimated fair values as determined by management utilizing information available at the time. At March 29, 2003, goodwill of $13.0 million was recognized for the excess of the purchase price plus transaction costs of $1.3 million over the preliminary estimate of fair market value of the net assets acquired. During Fiscal 2004, we incurred an additional $3.5 million of transaction costs, which have been included in goodwill, and finalized our accounting for the acquisition, which resulted in an additional $0.5 million of goodwill.

Also, in February 2003, we acquired an 18% equity interest in the company which holds the sublicenses for the Polo Ralph Lauren men’s, women’s and jeans business in Japan for approximately $47.6 million. In May 2003, we paid $5.4 million to acquire an additional 2% equity interest in this company. For the three and six months ended October 2, 2004, we recorded $1.2 million and $3.2 million, respectively, of equity investment income related to this investment. This amount is included in Other (income) expense, net in the Consolidated Statements of Operations.

Results of Operations


	*Three Months Ended October 2, 2004 Compared to Three Months Ended September 27, 2003*

The following table sets forth results in millions of dollars and the percentage relationship to net revenues of certain items in our consolidated statements of operations for the three months ended October 2, 2004 and September 27, 2003:



	Three Months Ended						Three Months Ended

	October 2,			September 27,			October 2,			September 27,
	2004			2003			2004			2003

Net sales	$	821.5		$	633.3			93.0	%		89.5	%
Licensing revenue		62.2			74.5			7.0			10.5

Net revenues		883.7			707.8			100.0			100.0

Gross profit		437.8			350.6			49.5			49.5
Selling, general and administrative expenses		313.2			267.6			35.4			37.8
Restructuring charge		0.9			—			0.1			—

Income from operations		123.7			83.0			14.0			11.7
Foreign currency (gains) losses		(3.1	)		(1.8	)		(0.4	)		(0.3	)
Interest expense		2.6			2.9			0.3			0.4
Interest income		(0.6	)		(0.7	)		—			(0.1	)

Income before provision for income taxes and other (income) expense, net		124.8			82.5			14.1			11.7
Provision for income taxes		44.3			30.1			5.0			4.3
Other (income) expense, net		0.1			(1.6	)		(0.0	)		(0.2	)

Net income	$	80.4		$	54.0			9.1	%		7.6	%

Net revenues. Net revenues for the second quarter of Fiscal 2005 were $883.7 million, an increase of $175.9 million over net revenues for the second quarter of Fiscal 2004. Net revenues by business segments were as follows (dollars in thousands):



		Three Months Ended

		October 2,		September 27,		Increase/
		2004		2003		(Decrease)			% Change

Net revenues:
	Wholesale	$	502,563	$	336,105	$	166,458			49.5
	Retail		318,978		297,136		21,842			7.4
	Licensing		62,139		74,536		(12,397	)		(16.6	)

		$	883,680	$	707,777	$	175,903			24.9

Wholesale Net Sales increased by $166.5 million, or 49.5%, primarily due to the following:


	•	the inclusion of sales from the newly implemented Lauren line of $114.8 million during the three months ended October 2, 2004;

	•	the inclusion of sales from the newly acquired Childrenswear line of $63.1 million during the three months ended October 2, 2004 (acquired July 2, 2004);

	•	$8.8 million from the favorable impact of Euro currency fluctuations;

	•	partially offsetting these increases is a $33.5 million decrease in men’s wholesale sales, resulting primarily from planned reductions in sales as we continue to reposition the brand in appropriate stores and reduce off-price sales.

Retail Net Sales increased by $21.8 million, or 7.4%, primarily as a result of:


	•	a 14.2% and 0.2% increase, respectively, in comparable store sales for full price and outlet stores. Excluding the effect of foreign currency exchange rate fluctuations, comparable store sales increased 12.0% for full price and decreased 0.7% for outlet stores, respectively; and

	•	the stronger Euro, which accounted for approximately $3.4 million of the increase in net sales.

Licensing Revenue decreased by $12.4 million, or 16.6%, primarily due to the following:


	•	loss of $13.3 million of royalties from Lauren licenses, which were terminated as of the end of the third quarter of Fiscal 2004;

	•	loss of $4.2 million of royalties from Childrenswear licenses, which were terminated as of the end of the first quarter of Fiscal 2005;

	•	partially offset by growth in our international and home licensing businesses.

Gross Profit. Gross profit increased $87.2 million, or 24.9%, for the three months ended October 2, 2004 over the three months ended September 27, 2003. This increase reflected higher sales and improved merchandise margins generally across our wholesale and retail businesses.

Gross profit as a percentage of net revenues was unchanged from last year at 49.5%. The unchanged gross profit rate reflects improvements in the wholesale and retail businesses, offset by the loss of licensing revenue from the Lauren and Childrenswear businesses. The gross profit rate improvement in both wholesale and retail reflects a planned reduction in off-price sales and a continued focus on inventory management. Although our inventory balance is higher at October 2, 2004 compared to the same period last year, this increase primarily reflects inventories related to the Lauren wholesale business and our recently acquired Childrenswear business lines and the appreciation of the Euro.

Selling, General and Administrative Expenses. Selling, general and administrative expenses (“SG&A”) increased $45.6 million, or 17.0%, to $313.2 million for the three months ended October 2, 2004 from $267.6 million for the three months ended September 27, 2003. SG&A as a percentage of net revenues decreased to 35.4% from 37.8%. The increase in SG&A was driven by:


	•	higher selling salaries and related costs of $12.4 million in connection with the increase in retail sales;

	•	expenses of $13.5 million associated with the Lauren wholesale business, exclusive of additional corporate and overhead expenses incurred;

	•	expenses of $11.2 million attributable to the recently acquired Childrenswear business;

	•	approximately $4.0 million of the increase in the quarter was due to the impact of foreign currency exchange rate fluctuations, primarily due to the strengthening of the Euro;

	•	the remainder of the increase in SG&A results from a number of factors, including higher distribution costs as a result of volume increases.

Restructuring Charge. During the quarter, the Company recorded a $0.9 million restructuring charge associated with our European operations. This charge was primarily attributable to severance and other benefits associated with employees released during the quarter.

Income (Loss) from Operations. Income from operations increased $40.7 million, or 49.1%, for the three months ended October 2, 2004 over the three months ended September 27, 2003. Income from operations for our three business segments is provided below (dollars in thousands):



		Three Months Ended

		October 2,		September 27,		Increase/
		2004		2003		(Decrease)			% Change

Income (loss) from operations:
	Wholesale	$	81,512	$	25,459	$	56,053			220.2	%
	Retail		23,172		21,075		2,097			10.0	%
	Licensing		19,885		36,419		(16,534	)		(45.4	)%

			124,569		82,953		41,616			50.2	%
	Less: unallocated restructuring charge		897		—		(897	)		(100.0	)%

		$	123,672	$	82,953	$	40,719			49.1	%


	•	The increase in the wholesale operating results was primarily the result of the inclusion of sales generated by the Lauren and Childrenswear wholesale businesses and improvements in the gross margin rate, partially offset by the sales decrease in the men’s wholesale business.

	•	The increase in retail operating results was driven by increased net sales and improved gross margin rate, partially offset by the higher selling salaries and related costs incurred in connection with the increase in retail sales.

	•	The decrease in licensing operating results was primarily due to the loss of royalties from the Lauren and Childrenswear licenses.

Foreign Currency (Gains) Losses. The effect of foreign currency exchange rate fluctuations resulted in a gain of $3.1 million for the three months ended October 2, 2004, compared to a $1.8 million gain for the three months ended September 27, 2003.

Interest Expense. Interest expense decreased to $2.6 million in the three months ended October 2, 2004 from $2.9 million for the three months ended September 27, 2003. This decrease was due to lower levels of borrowings as a result of the repayment of approximately $100.9 million of short-term borrowings, as well as decreased interest rates as a result of the May 2003 and April 2004 interest rate swaps described in “Liquidity and Capital Resources — Derivative Instruments.”

Interest Income. Interest income decreased to $0.6 million from $0.7 million for the three months ended October 2, 2004 and September 27, 2003. The decrease was the result of lower levels of cash on hand.

Provision for Income Taxes. The effective tax rate was 35.5% for the three months ended October 2, 2004 compared to 36.5% for the three months ended September 27, 2003.

Other (Income) Expense, Net. Other (income) expense, net was $0.1 million for the three months ended October 2, 2004 compared to $(1.6) million for the three months ended September 27, 2003. This reflects $1.2 million and $2.5 million of income related to the 20% equity interest in the company that holds the sublicenses for the our men’s, women’s, kids, home and jeans business in Japan for three months ended October 2, 2004 and September 27, 2003, respectively, net of $1.9 million and $0.9 million of minority interest expense for three months ended October 2, 2004 and September 27, 2003, respectively, associated with our Japanese master license, both of which were acquired in 2003. Also included is $0.6 million of dividend income for the three months ended October 2, 2004.

Net Income. Net income increased to $80.4 million for three months ended October 2, 2004 from $54.0 million for the three months ended September 27, 2003, or 9.1% and 7.6% of net revenues, respectively.

Net Income Per Share. Diluted net income per share increased due to the increase in Net income, partially offset by an increase in weighted average shares outstanding due to stock option exercises, the issuance of restricted stock units and an increase in stock price.

Results of Operations


	*Six Months Ended October 2, 2004 Compared to Six Months Ended September 27, 2003*

The following table sets forth results in millions of dollars and the percentage relationship to net revenues of certain items in our consolidated statements of operations for the six months ended October 2, 2004 and September 27, 2003:



	Six Months Ended						Six Months Ended

	October 2,			September 27,			October 2,			September 27,
	2004			2003			2004			2003

Net sales	$	1,357.3		$	1,049.3			91.9	%		88.5	%
Licensing revenue		119.1			136.2			8.1			11.5

Net revenues		1,476.4			1,185.5			100.0			100.0

Gross profit		744.9			599.3			50.5			50.6
Selling, general and administrative expenses		599.0			510.8			40.6			43.1
Restructuring charge		1.6			—			0.1			—

Income from operations		144.3			88.5			9.8			7.5
Foreign currency (gains) losses		(2.9	)		(4.1	)		(0.2	)		(0.3	)
Interest expense, net		5.2			6.7			0.4			0.6
Interest income		(1.5	)		(1.6	)		(0.1	)		(0.2	)

Income before provision for income taxes and other (income) expense, net		143.5			87.5			9.7			7.4
Provision for income taxes		51.1			31.9			3.4			2.7
Other (income) expense, net		(1.4	)		(3.5	)		(0.1	)		(0.3	)

Net income	$	93.8		$	59.1			6.4	%		5.0	%

Net revenues. Net revenues for the six months ended October 2, 2004, were $1.5 billion, an increase of $290.9 million over net revenues for the six months ended September 27, 2003. Net revenues by business segments were as follows (dollars in thousands):



		Six Months Ended

		October 2,		September 27,		Increase/
		2004		2003		(Decrease)			% Change

Net revenues:
	Wholesale	$	741,587	$	497,730	$	243,857			49.0
	Retail		615,762		551,600		64,162			11.6
	Licensing		119,081		136,178		(17,097	)		(12.6	)

		$	1,476,430	$	1,185,508	$	290,922			24.5

Wholesale Net Sales increased by $243.9 million, or 49.0%, primarily due to the following:


	•	the inclusion of sales from the newly implemented Lauren line of $195.2 million during the six months ended October 2, 2004;

	•	the inclusion of sales from the newly acquired Childrenswear line of $63.1 million during the three months ended October 2, 2004 (acquired July 2, 2004);

	•	$12.2 million from the favorable impact of Euro currency fluctuations;

	•	partially offsetting these increases is a $39.0 million decrease in men’s wholesale sales, resulting primarily from planned reductions in sales as we continue to reposition the brand in appropriate stores and reduce off-price sales.

Retail Net Sales increased by $64.2 million, or 11.6%, primarily as a result of:


	•	a 14.7% and 5.4% increase, respectively, in comparable store sales for full price and outlet stores. Excluding the effect of foreign currency exchange rate fluctuations, comparable store sales increased 12.3% and 4.4% for full price and outlet stores, respectively; and

	•	the stronger Euro, which accounted for approximately $7.0 million of the increase in net sales.

Licensing Revenue decreased by $17.1 million, or 12.6%, primarily due to the following:


	•	loss of $21.3 million of royalties from Lauren licenses, which were terminated as of the end of the third quarter of Fiscal 2004;

	•	loss of $4.2 million of royalties from Childrenswear licenses, which were terminated as of the end of the first quarter of Fiscal 2005;

	•	partially offset by growth in our international and home licensing businesses.

Gross Profit. Gross profit increased $145.5 million, or 24.3%, for the six months ended October 2, 2004 over the six months ended September 27, 2003. This increase reflected higher sales and improved merchandise margins in our wholesale and retail businesses.

Gross profit as a percentage of net revenues decreased to 50.4% from 50.6%. The decreasing gross profit rate reflects the loss of licensing revenue from the Lauren and Childrenswear licenses, partially offset by improvements in the wholesale and retail business. The gross profit rate improvement in both wholesale and retail reflects a planned reduction in off price sales and a continued focus on inventory management. Although our inventory balance is higher at October 2, 2004 compared to the same period last year, this increase primarily reflects inventories related to our Lauren wholesale business and our recently acquired children’s business and the appreciation of the Euro.

Selling, General and Administrative Expenses. SG&A increased $88.1 million, or 17.2%, to $599.0 million for the six months ended October 2, 2004 from $510.8 million for the six months ended September 27, 2003. SG&A as a percentage of net revenues decreased to 40.6% from 43.1%. The increase in SG&A was driven by:


	•	higher selling salaries and related costs of $23.4 million in connection with the increase in retail sales;

	•	expenses of $25.3 million associated with the Lauren wholesale business, exclusive of additional corporate and overhead expenses incurred;

	•	expenses of $11.2 million attributable to the recently acquired Childrenswear business;

	•	approximately $8.9 million of the increase in the six months ended October 2, 2004 was due to the impact of foreign currency exchange rate fluctuations, primarily due to the strengthening of the Euro;

	•	the remainder of the increase in SG&A results from a number of factors, including higher distribution costs as a result of volume increases.

Restructuring Charge. During the six months ended October 2, 2004, the Company recorded a $1.6 million restructuring charge associated with our European operation. This charge was primarily attributable to severance and other benefits associated with employees released during the quarter.

Income (Loss) from Operations. Income from operations increased $55.8 million, or 63.1%, for the six months ended October 2, 2004 over the six months ended September 27, 2003. Income from operations for our three business segments is provided below (dollars in thousands):



		Six Months Ended

		October 2,		September 27,			Increase/
		2004		2003			(Decrease)			% Change

Income (loss) from operations:
	Wholesale	$	62,913	$	(5,590	)	$	68,503			1,225.5	%
	Retail		51,546		32,321			19,225			59.5	%
	Licensing		31,446		61,748			(30,302	)		(49.1	)%

			145,905		88,479			57,426			64.9	%
	Less: unallocated restructuring charge		1,628		—			(1,628	)		(100.0	)%

		$	144,277	$	88,479		$	55,798			63.1	%


	•	The increase in the wholesale operating results was primarily the result of sales generated by Lauren and Childrenswear wholesale businesses and improvements in the gross margin rate, partially offset by the sales decrease in the men’s wholesale business.

	•	The increase in retail operating results was driven by increased net sales and improved gross margin rate, partially offset by the higher selling salaries and related costs incurred in connection with the increase in retail sales.

	•	The decrease in licensing operating results was primarily due to the loss of royalties from the former Lauren and Childrenswear licenses.

Foreign Currency (Gains) Losses. The effect of foreign currency exchange rate fluctuations resulted in a gain of $2.9 million for the six months ended October 2, 2004, compared to a $4.1 million gain for the six months ended September 27, 2003.

Interest Expense. Interest expense decreased to $5.2 million in the six months ended October 2, 2004 from $6.7 million for the six months ended September 27, 2003. This decrease was due to lower levels of borrowings due to the repayment of approximately $100.9 million of short-term borrowings as well as decreased interest rates as a result of the May 2003 and April 2004 interest rate swaps described in “Liquidity and Capital Resources — Derivative Instruments.”

Interest Income. Interest income decreased to $1.5 million from $1.6 million for the six months ended October 2, 2004 and September 27, 2003. The decrease resulted from lower levels of cash on hand during the period.

Provision for Income Taxes. The effective tax rate was 35.6% for the six months ended October 2, 2004 and 36.5% for the six months ended September 27, 2003.

Other (Income) Expense, Net. Other (income) expense, net was $(1.4) million and $(3.5) million for the six months ended October 2, 2004 and September 27, 2003, respectively. This reflected $3.2 million and $4.4 million of income related to the 20% equity interest in the company that holds the sublicenses for our men’s, women’s, kids, home and jeans business in Japan for the six months ended October 2, 2004 and September 27, 2003, respectively, net of $2.4 million and $0.9 million of minority interest expense, for the six months ended October 2, 2004 and September 27, 2003, respectively, associated with our Japanese master license, both of which were acquired in 2003. Also included is $0.6 million of dividend income for the six months ended October 2, 2004.

Net Income. Net income increased to $93.8 million for six months ended October 2, 2004 from $59.1 million for the six months ended September 27, 2003, or 6.4% and 5.0% of net revenues, respectively.

Liquidity and Capital Resources

Our primary ongoing cash requirements are to fund growth in working capital (primarily accounts receivable and inventory) to support projected sales increases, expenditures related to retail store expansion, construction and renovation of shop-within-shops, investment in the technological upgrading of our information systems, acquisitions, dividends and other corporate activities. Sources of liquidity to fund ongoing and future cash requirements include cash flows from operations, cash and cash equivalents on hand, our credit facility and other potential sources of borrowings.

We currently expect that cash flow from operations will continue to be sufficient to fund our current level of operations, capital requirements, cash dividends and our existing stock repurchase plan. However, in the event of a material acquisition, material contingencies or unexpected business developments we may need to draw on our credit facility or other potential sources of borrowing. The cost of borrowing under our credit facility and additional information about the facility is described below.

As of October 2, 2004, we had $146.0 million in cash and cash equivalents and $280.9 million of debt outstanding compared to $210.6 million in cash and cash equivalents and $264.0 million of debt outstanding at September 27, 2003. This represents an increase in our debt net of cash position of $81.6 million, which was primarily attributable to the following factors: the appreciation of the Euro increased the dollar equivalent of our Euro denominated debt by $16.9 million and the use of cash to acquire certain assets net of certain assumed liabilities of RL Childrenswear Company LLC for approximately $240 million. Our capital expenditures were $84.4 million for the six months ended October 2, 2004, compared to $39.5 million for the six months ended September 27, 2003.

As of October 2, 2004, we had $280.9 million outstanding in long-term Euro denominated debt, based on the Euro exchange rate at that date. We were also contingently liable for $45.6 million in outstanding letters of credit primarily related to commitments for the purchase of inventory.

Accounts receivable increased to $428.4 million, or 15.3%, at October 2, 2004 compared to $371.6 million at September 27, 2003, primarily due to $72.3 million and $46.0 million of accounts receivables associated with Lauren and Childrenswear businesses, respectively, and $11.8 million due to favorable impact of foreign currency exchange rate fluctuations on our European businesses accounts receivable, partially offset by decreases in accounts receivable in our other lines. Inventories increased to $444.2 million, or 10.8%, at October 2, 2004 compared to $400.7 million at September 27, 2003, which primarily reflects the addition of inventory for the new Lauren and Childrenswear lines in the amount of $44.4 million and $28.4 million, respectively, and a $10.1 million increase in our European businesses inventory level due to foreign currency exchange rate fluctuations, partially offset by reduced inventory in our mens business due to reductions in off price sales and inventory management efforts, as well as reductions in our domestic retail businesses inventory as a result of inventory management efforts. Accounts payable and accrued expenses and other increased to a total of $407.8 million, or 9.7% at October 2, 2004 compared to $371.8 million at September 27, 2003. This increase is primarily the result of the appreciation of the Euro and the addition of payables associated with the Lauren and children’s wholesale businesses.

Net Cash Provided by Operating Activities. Net cash provided by operating activities increased to $115.4 million during the six-month period ended October 2, 2004, compared to $10.3 million for the six-month period ended September 27, 2003. This $105.1 million increase in cash flow was driven primarily by year-over-year changes in working capital described above and the increase in net income.

During Fiscal 2003, we completed a strategic review of our European businesses and formalized our plans to centralize and more efficiently consolidate our business operations. In connection with the implementation of this plan, we had total cash outlays of approximately $3.4 million during the six months ended October 2, 2004. During Fiscal 2001, we implemented the 2001 Operational Plan, and total cash outlays related to this plan were $1.6 million during the six months ended October 2, 2004. We expect that the remaining liabilities under these plans will be paid during Fiscal 2005 subject to applicable contract terms.

Net Cash Used in Investing Activities. Net cash used in investing activities was $328.5 million for the six months ended October 2, 2004, as compared to $49.5 million for the six months ended September 27, 2003.

For both periods, net cash used reflected capital expenditures related to retail expansion and upgrading our systems and facilities, as well as shop-within-shop expenditures. Our anticipated capital expenditures for all of Fiscal 2005 approximate $143.5 million. For the six months ended October 2, 2004, net cash used also reflected $244 million for the acquisition of certain assets of RL Childrenswear, LLC. The Fiscal 2004 amounts included $1.0 million for the first earn-out payment in connection with the P.R.L. Fashions of Europe SRL acquisition and $9.0 million related to the acquisition of our Japanese businesses.

Net Cash provided by Financing Activities. Net cash provided by financing activities was $14.8 million for the six months ended October 2, 2004, compared to $95.1 million used in the six months ended September 27, 2003. Cash provided by financing activities during the six months ended October 2, 2004 consists of $26.0 million received from the exercise of stock options, which was partially offset by the payment of $10.1 million of dividends. Cash used in financing activities during the six months ended September 27, 2003, consisted primarily of the net repayment of short-term borrowings of $100.9 million.

Prior to October 6, 2004, we had a credit facility with a syndicate of banks and consisting of a $300.0 million revolving line of credit, subject to increase to $375.0 million, which was available for direct borrowings and the issuance of letters of credit. It was scheduled to mature on November 18, 2005. As of October 2, 2004, we had no balance outstanding under the facility and were in compliance with all of our financial and non-financial covenants thereunder.

The New Credit Facility, which is otherwise substantially on the same terms as the prior credit facility, provides for a $450.0 million revolving line of credit, subject to increase to $525.0 million, which is available for direct borrowings and the issuance of letters of credit. It will mature on October 6, 2009. As of November 1, 2004, we have no direct borrowings outstanding under the New Credit Facility. Direct borrowings under the New Credit Facility bear interest, at our option, at a rate equal to (i) the higher of (x) the weighted average overnight Federal funds rate, as published by the Federal Reserve Bank of New York, plus one-half of one percent, and (y) the prime commercial lending rate of JPMorgan Chase Bank in effect from time to time, or (ii) the LIBO Rate (as defined in the New Credit Facility) in effect from time to time, as adjusted for the Federal Reserve Board’s Eurocurrency Liabilities maximum reserve percentage, and a margin based on our then current credit ratings.

The New Credit Facility requires us to maintain certain covenants:


	•	a minimum ratio of consolidated EBITDAR to Consolidated Interest Expense (as such terms are described in the New Credit Facility); and

	•	a maximum ratio of Adjusted Debt (as defined in the New Credit Facility) to EBITDAR.

The credit facility also contains covenants that, subject to specified exceptions, restrict our ability to:


	•	incur additional debt;

	•	incur liens and contingent liabilities;

	•	sell or dispose of assets, including equity interests;

	•	merge with or acquire other companies, liquidate or dissolve;

	•	engage in businesses that are not a related line of business;

	•	make loans, advances or guarantees;


	•	engage in transactions with affiliates; and

	•	make investments.

Fiscal 2005 dividends of $0.05 per outstanding share declared to stockholders of record at the close of business on July 2, 2004 and October 1, 2004 were paid on July 16, 2004 and October 15, 2004, respectively.

Derivative Instruments. In May 2003, we entered into an interest rate swap that will terminate in November 2006. The interest rate swap is being used to convert €105.2 million, 6.125% fixed rate borrowings into €105.2 million, EURIBOR minus 1.55% variable rate borrowings. On April 6, 2004 and October 4, 2004 the Company executed interest rate swaps to convert the fixed interest rate on a total of €100 million of the Eurobonds to a EURIBOR plus 3.14% variable rate borrowing. After the execution of these swaps, approximately €22 million of the Eurobonds remained at a fixed interest rate. We entered into the interest rate swaps to minimize the impact of changes in the fair value of the Euro debt due to changes in EURIBOR, the benchmark interest rate. The swaps have been designated as fair value hedges under SFAS No. 133. Hedge ineffectiveness is measured as the difference between the respective gains or losses recognized resulting from changes in the benchmark interest rate, and were immaterial in Fiscal 2004 and for the six months ended October 2, 2004. In addition, we have designated most of the principal of the Euro debt as a hedge of our net investment in certain foreign subsidiaries. As a result, the changes in the fair value of the Euro debt resulting from changes in the Euro rate are reported net of income taxes in accumulated other comprehensive income in the consolidated financial statements as an unrealized gain or loss on foreign currency hedges to the extent they are considered a hedge of our investment in foreign subsidiaries.

We enter into forward foreign exchange contracts as hedges relating to identifiable currency positions to reduce our risk from exchange rate fluctuations on inventory and intercompany royalty payments. Gains and losses on these contracts are deferred and recognized as adjustments to either the basis of those assets or foreign exchange gains/ losses, as applicable. At October 2, 2004, we had the following foreign exchange contracts outstanding: (i) to deliver €55.1 million in exchange for $65.0 million through Fiscal 2005 and (ii) to deliver ¥8,248 million in exchange for $71.0 million through Fiscal 2008. At October 2, 2004, the fair value of these contracts resulted in unrealized losses net of tax of $2.6 million and $6.5 million for the Euro forward contracts and Japanese Yen forward contracts, respectively.

Seasonality of Business

Our business is affected by seasonal trends, with higher levels of wholesale sales in our second and fourth quarters and higher retail sales in our second and third quarters. These trends result primarily from the timing of seasonal wholesale shipments to retail customers and key vacation travel and holiday shopping periods in the retail segment. As a result of the growth in our retail operations and licensing revenue, historical quarterly operating trends and working capital requirements may not be indicative of future performances. In addition, fluctuations in sales and operating income in any fiscal quarter may be affected by the timing of seasonal wholesale shipments and other events affecting retail sales.

Critical Accounting Policies


	*Principles of Consolidation*


	*Use of Estimates*

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements. These estimates and assumptions also affect the reported amounts of revenues and expenses. Estimates by their nature are based on judgments and available information. Therefore, actual results could materially differ from those estimates under different assumptions and conditions.


	*Revenue Recognition*

Revenue within our wholesale operations is recognized at the time title passes and risk of loss is transferred to customers. Wholesale revenue is recorded net of returns, discounts and allowances. Returns and allowances require pre-approval from management. Discounts are based on trade terms. Estimates for end-of-season allowances are based on historic trends, seasonal results, an evaluation of current economic conditions and retailer performance. The Company reviews and refines these estimates on a quarterly basis based on current experience, trends and retailer performance. The Company’s historical estimates of these costs have not differed materially from actual results. Retail store revenue is recognized net of estimated returns at the time of sale to consumers. Licensing revenue is recorded based upon contractually guaranteed minimum levels and adjusted as actual sales data is received from licensees.

We require that a store be open a full fiscal year before we include it in the computation of same store sales change. Stores which are closed are removed from the current year’s same store sales total as well as the prior year’s comparable sales total. Stores which are relocated or enlarged are also removed from current year and prior year sales totals until they have been open in their new location for a full fiscal year.


	*Income Taxes*

management’s assessment of exposure associated with permanent tax differences, tax credits and interest expense applied to temporary difference adjustments. The tax provisions are analyzed periodically and adjustments are made as events occur that warrant adjustments to those provisions.


	*Accounts Receivable, Net*

A reserve for trade discounts is established based on open invoices where trade discounts have been extended to customers and is treated as a reduction of sales.

Costs associated with potential returns of products are included as a reduction of sales. These reserves are based on current information regarding retail performance, historical experience and an evaluation of current market conditions. The Company’s historical estimates of these costs have not differed materially from actual results.


	*Inventories, Net*

Inventories, net are stated at lower of cost (using the first-in-first-out method) or market. The Company continually evaluates the composition of its inventories assessing slow-turning, ongoing product as well as prior seasons’ fashion product. Market value of distressed inventory is determined based on historical sales trends for this category of inventory of the Company’s individual product lines, the impact of market trends and economic conditions, and the value of current orders in-house relating to the future sales of this type of inventory. Estimates may differ from actual results due to quantity, quality and mix of products in inventory, consumer and retailer preferences and market conditions. The Company’s historical estimates of these costs and its provisions have not differed materially from actual results.


	*Goodwill and Other Intangibles, Net*

SFAS No. 142, “Goodwill and Other Intangible Assets,” requires that goodwill and intangibles assets with indefinite lives no longer be amortized, but rather be tested at least annually for impairment. This pronouncement also requires that intangible assets with finite lives be amortized over their respective lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.”

For the six months ended October 2, 2004, there were no adjustments to the carrying values of assets resulting from these evaluations.


	*Accrued Expenses*

Accrued expenses for employee insurance, workers’ compensation, profit sharing, contracted advertising, professional fees, and other outstanding Company obligations are assessed based on claims experience and statistical trends, open contractual obligations, and estimates based on projections and current requirements.


	*Derivative Instruments*

Hedge accounting requires that, at the beginning of each hedge period, the Company justify an expectation that the hedge will be highly effective. This effectiveness assessment involves an estimation of the probability of the occurrence of transactions for cash flow hedges. The use of different assumptions and changing market conditions may impact the results of the effectiveness assessment and ultimately the timing of when changes in derivative fair values and underlying hedged items are recorded in earnings.

The Company hedges its net investment position in euro-financial subsidiaries by borrowing directly in foreign currency and designating a portion of foreign currency debt as a hedge of net investments. Under SFAS No. 133, changes in the fair value of these instruments are recognized in foreign currency translation, a component of accumulated other comprehensive income (loss), to offset the change in value of the net investment being hedged.


Item 3.	*Quantitative and Qualitative Disclosures About Market Risk*

The market risk inherent in our financial instruments represents the potential loss in fair value, earnings or cash flows arising from adverse changes in interest rates or foreign currency exchange rates. We manage these exposures through operating and financing activities and, when appropriate, through the use of derivative financial instruments. Our policy allows for the use of derivative financial instruments for identifiable market risk exposures, including interest rate and foreign currency fluctuations.

During the six months ended October 2, 2004, there were significant fluctuations in the Euro to U.S. dollar exchange rate. In May 2003, we entered into an interest rate swap for €105.2 million to minimize the impact of changes in the fair value of the Euro debt due to changes in EURIBOR, the benchmark interest rate. In April 2004 and October 2004, we entered into additional interest rate swaps of €50 million each for the same purpose as the May 2003 swap. We have exposure to interest rate volatility as a result of these interest rate swaps. A ten percent change in the average rate would have resulted in a $0.5 million change in interest expense during the six months ended October 2, 2004.

Since April 3, 2004, other than disclosed above, there have been no significant changes in our interest rate and foreign currency exposures, changes in the types of derivative instruments used to hedge those exposures, or significant changes in underlying market conditions.


Item 4.	*Controls and Procedures*

Based on an evaluation carried out as of the end of the period covered by this report under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls

and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective to provide reasonable assurance that information relating to the Company and its subsidiaries that we are required to disclose in the reports that we file or submit to the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. As of the end of the period covered by this report, there have been no significant changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION


Item 1.	*Legal Proceedings*

Reference is made to the information disclosed under Item 3 — Legal Proceedings in our Annual Report on Form 10-K for the fiscal year ending April 3, 2004. Such information is supplemented by the following:

In our litigation with Jones Apparel Group, Inc. (including its subsidiaries, “Jones”) with respect to the former Lauren license agreements, the New York State Supreme Court, on August 24, 2004, denied our motion to reconsider its orders (i) denying our motion to dismiss Jones’ claims against us for breach of the Lauren agreements and (ii) granting Jones’ motion for summary judgment in our action for declaratory judgment that the Lauren agreements terminated on December 31, 2003 and dismissing our complaint. We filed our motion to appeal the Court’s orders on October 4, 2004. The date for oral argument on our appeal has not been determined.

On November 1, 2004, the arbitral panel of the International Centre for Dispute Resolution hearing the arbitration between us and the United States Polo Association, United States Polo Association Properties, Inc., Global Licensing Sverige and Atlas Design AB (collectively, “USPA”) in Sweden rendered a decision, rejecting the relief sought by USPA and holding that the Horseman symbol infringes on our trademark and other rights. The arbitral tribunal awarded us damages in excess of 3,500,000 Swedish kronor, and ordered USPA to discontinue the sale of and destroy all remaining stock of, clothing bearing its Horseman symbol in Sweden.

On October 29, 2004, we filed a Demand for arbitration against the United States Polo Association and United States Polo Association Properties, Inc. in the United Kingdom under the auspices of the International Centre for Dispute Resolution seeking a judgment that the USPA’s Horseman symbol infringes on our trademark and other rights, as well as injunctive relief. We await the response of the United States Polo Association and United States Polo Properties, Inc.


Item 2.	*Changes in Securities and Use of Proceeds.*

The following table sets forth the repurchases of our common stock during the fiscal quarter ended October 2, 2004.


								Maximum Number
								(or Approximate
						Total Number of		Dollar Value) of
	Total Number					Shares (or Units)		Shares (or Units)
	of Shares (or					Purchased as Part of		That May Yet be
	Units)			Average Price		Publicly Announced		Purchased Under the
Period	Purchased			Paid Per Share		Plans or Programs		Plans or Programs

July 4, 2004 to July 31, 2004		21,300	(1)	$	32.02		—		(2)
August 1, 2004 to August 28, 2004		—			—		—		—
August 29, 2004 to October 2, 2004		—			—		—		—
Total		21,300	(1)	$	32.02		—		—


(1)	Represents shares surrendered to the Company in satisfaction of withholding taxes in connection with the vesting of an award under the Company’s 1997 Long Term Incentive Plan, as amended and restated.

(2)	The Company has a $100 million stock repurchase plan which was first publicly announced in March 1998. The extension of the Plan thru April 1, 2006 was announced on May 26, 2004. Approximately $21 million in shares may yet be repurchased under the Plan.


Item 4.	*Submission of Matters to a Vote of Security-holders*

The Annual Meeting of Stockholders of the Company was held on August 12, 2004. The following directors, constituting the entire Board of Directors of the Company, were elected at the Annual Meeting of

Stockholders to serve until the 2005 Annual Meeting and until their respective successors are duly elected and qualified:

Class A Directors:

Arnold H. Aronson
Dr. Joyce F. Brown

Class B Directors:

Ralph Lauren
Roger N. Farah
Frank A. Bennack, Jr.
Joel L. Fleishman
Judith A. McHale
Terry S. Semel
Myron E. Ullman, III

(a) Each person elected as a director received the number of votes (shares of Class B Common Stock are entitled to ten votes per share) indicated beside his or her name:


	Number of Votes		Number of Votes
	For		Withheld

Class A Directors:
Arnold H. Aronson		51,101,369		2,754,060
Dr. Joyce F. Brown		49,860,565		3,994,864

Class B Directors:
Ralph Lauren		432,800,210		—
Roger N. Farah		432,800,210		—
Frank A. Bennack, Jr.		432,800,210		—
Joel L. Fleishman		432,800,210		—
Judith A. McHale		432,800,210		—
Terry S. Semel		432,800,210		—
Myron E. Ullman, III		432,800,210		—

452,448,028 votes were cast for, and 21,057,691 votes were cast against, the approval of the amendment and restatement of the Company’s 1997 Long-Term Stock Incentive Plan to increase the maximum number of shares available for award grants under the Plan from 20,000,000 to 26,000,000, extend the term of the Plan until June 30, 2014 and generally update The Plan to conform to prevailing practices. There were 2,688,504 abstentions and 10,461,416 broker non-votes.

482,392,958 votes were cast for, and 4,249,912 votes were cast against the ratification of the selection of Deloitte & Touche LLP as the independent auditors of the Company for the year ending April 2, 2005. There were 12,769 abstentions and no broker non-votes.


Item 6.	*Exhibits and Reports on Form 8-K*

(a) Exhibits —


10.1		Amendment No. 1, dated July 1, 2004, to the Amended and Restated Employment Agreement between Polo Ralph Lauren Corporation and Roger N. Farah.
10.2		Polo Ralph Lauren Corporation 1997 Long-Term Stock Incentive Plan, as Amended and Restated as of August 12, 2004. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on October 4, 2004.)


10.3		Employment Agreement, dated as of September 4, 2004, between Polo Ralph Lauren Corporation and Jackwyn Nemerov and the related Terms of Employment.
10.4		Credit Agreement, dated as of October 6, 2004, among the Company, as Borrower, The Lenders Party Thereto, JPMorgan Chase Bank, as Administrative Agent, The Bank of New York, Fleet National Bank, SunTrust Bank, and Wachovia Bank N.A., as Syndication Agents, J.P. Morgan Securities Inc., as Sole Bookrunner and Sole Lead Arranger. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on October 12, 2004.)
31.1		Certification of Ralph Lauren required by 17 CFR 240.13a-14(a).
31.2		Certification of Gerald M. Chaney required by 17 CFR 240 13a-14(a).
32.1		Certification of Ralph Lauren Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Gerald M. Chaney Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibits 32.1 and 32.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. Such exhibits shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or Securities Exchange Act of 1934.

(b) Reports on Form 8-K —

(i) Report on Form 8-K dated August 4, 2004, reporting the release of our results of operations for the quarter ended July 3, 2004 and attaching a copy of the press release reporting such results. The information contained in this Form 8-K, including the accompanying exhibit, was furnished under Item 12, as then in effect, of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

(ii) Report on Form 8-K dated August 12, 2004, reporting the further amendment and restatement of the Corporation’s 1997 Long-Term Stock Incentive Plan as of August 12, 2004 and filing a copy of the plan, as so amended and restated.

(iii) Report on Form 8-K dated July 2, 2004, reporting the closing of the Company’s acquisition of certain assets and the assumption of certain liabilities of its third party licensee, RL Childrenswear LLC, relating to the licensee’s Polo Ralph Lauren childrenswear business in North America.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	POLO RALPH LAUREN CORPORATION


	By:	/s/ GERALD M. CHANEY



	Gerald M. Chaney
	Senior Vice President of Finance and
	Chief Financial Officer
	(Principal Financial and
	Accounting Officer)

Date: November 12, 2004

EX-10.1

EXHIBIT 10.1

AMENDMENT NO. 1

to the

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

AMENDMENT (“Amendment No. 1”) dated the 1st day of July 2004, by and between Polo Ralph Lauren Corporation, a Delaware corporation (the “Corporation”), and Roger N. Farah (the “Executive”).

WHEREAS, the Executive currently serves as President and Chief Operating Officer of the Corporation pursuant to an Amended and Restated Employment Agreement by and between the Company and the Executive dated July 23, 2002 (the “Employment Agreement”); and

WHEREAS, the Corporation and the Executive wish to extend the term of the Employment Agreement and to make certain other amendments to the Employment Agreement, subject to the conditions contained herein;

NOW, THEREFORE, intending to be bound the parties hereby agree as follows.

1. Subject to paragraph 5 hereof, the second sentence of Section 2 of the Employment Agreement shall be substituted in its entirety to read as follows:


	“The term of the Executive’s employment under this Agreement shall continue until the close of business on April 3, 2010, subject to earlier termination in accordance with the terms of this Agreement (the “Term”).”

2. Subject to paragraph 5 hereof, the Agreement is amended to add a new Section 4(g) to read as follows:


	“(g) Restricted Stock Units.

	(i) Effective as of the effective date of Amendment No. 1 to this Agreement, the Executive shall be granted (the “Initial Unit Grant”) an aggregate of 437,500 restricted stock units (“Units”) pursuant to the Company’s 1997 Long-Term Stock Incentive Plan, as amended (the “1997 Plan”). Each Unit shall represent the right to receive one Common Share. The Initial Unit Grant shall consist of (A) 250,000 Units that shall vest with respect to one-third of such Units on the last day of the Company’s 2008, 2009 and 2010 fiscal years (i.e., the fiscal years ending in those calendar years), respectively (determined without regard to any changes to the Company’s fiscal year), so long as the Executive has remained in employment through the applicable vesting date, provided, however, that notwithstanding the vesting of any such Units, the Executive shall not be issued any Common Shares in respect of such Units until as soon as practicable following the Executive’s termination of employment with the Company (or, if earlier, upon the occurrence of a Change of Control during the Executive’s employment); and (B) 187,500 Units (the “Performance-Based Units”) that shall vest with respect to up to one-third of the Units on the last day of the Company’s 2005, 2006 and 2007 fiscal years, respectively (determined without regard to any future changes to the Company’s fiscal year), based on the extent to which the Company attains certain performance goals as established by the Compensation Committee on the date of grant. The foregoing terms, as well as other terms and conditions applicable to the Initial Unit Grant, shall be set forth in an Award Agreement substantially in the form annexed hereto as Exhibit 1.

	(ii) During the first quarter of each of fiscal years 2006 through 2008, so long as the Executive is then employed by the Company, the Executive shall be granted an award of 187,500 Units (each, a “Subsequent Unit Grant”). Each Subsequent Unit Grant shall cliff vest at the end of the three-year performance period (fiscal years 2006-2008, 2007-2009 and 2008-2010, respectively) based upon the extent to which the Company attains certain performance goals as established by the Compensation Committee on the respective dates of grant. Each Subsequent Unit Grant shall be made pursuant to the 1997 Plan (or any successor thereto) and shall be subject to the provisions thereof, provided, however,


	that the foregoing terms, as well as other terms and conditions applicable to each Subsequent Unit Grant, including the right to receive dividend equivalents, will be reflected in an Award Agreement executed by the parties (which terms and conditions, insofar as applicable to the Executive’s rights upon a termination of employment or a Change of Control, to vest in outstanding Units subject to a Subsequent Unit Grant, shall be similar in all materials respects to the terms and conditions applicable under such circumstances to the Performance-Based Units).

	(iii) In the event that, prior to a Subsequent Unit Grant, there occurs any stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Common Shares or other similar corporate transaction or event that affects the Common Shares such that an adjustment is determined by the Compensation Committee in its discretion to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available hereunder, the number of Units subject to such Subsequent Unit Grant (when granted) will be subject to equitable adjustment.

3. The year “2008” set forth in the first sentence of Section 4(a)(iii) of the Employment Agreement shall be deleted, and there shall be substituted therefor the year “2010.”

4. The second sentence of Section 4(a)(iii) of the Employment Agreement shall be substituted in its entirety to read as follows:


	“The Deferred Compensation will be payable to Executive, to the extent vested, as soon as practicable following the Executive’s termination of employment.”

5. The provisions of this Amendment No. 1 shall take effect as of the date hereof, subject to approval of the stockholders of the Company, at the 2004 annual meeting, of the Amendment and Restatement of the Company’s 1997 Long-Term Stock Incentive Plan. In the event that such Amendment and Restatement is not so approved, this Amendment No. 1 shall be null and void and of no force and effect.

IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed and the Executive has hereunto set his hand, effective as of the date hereof, subject to the conditions set forth herein.


	POLO RALPH LAUREN CORPORATION


	By:	/s/ RALPH LAUREN



	Name: Ralph Lauren


	Title:	Chairman and Chief Executive Officer


	/s/ ROGER N. FARAH


	Executive: Roger N. Farah

EXHIBIT 10.3

POLO RALPH LAUREN CORPORATION

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made effective as of the 9th day of September, 2004 (the “Effective Date”), by and between POLO RALPH LAUREN CORPORATION, a Delaware corporation (the “Corporation”), and Jackwyn Nemerov (the “Executive”).

In consideration of the mutual covenants and premises contained herein, the parties hereby agree as follows:

ARTICLE I

EMPLOYMENT

1.1 Employment Term. The Corporation hereby agrees to employ the Executive, and the Executive hereby agrees to serve the Corporation, on the terms and conditions set forth herein. The employment of the Executive by the Corporation shall be effective as of the Effective Date hereof and continue until the close of business of the fifth anniversary of the Effective Date of this Agreement (the “Term”), unless earlier terminated in accordance with Article II hereof.

1.2 Position and Duties. During the Term the Executive shall faithfully, and in conformity with the directions of the Board of Directors of the Corporation (the “Board”) or the management of the Corporation (“Management”), perform the duties of her employment, and shall devote to the performance of such duties her full time and attention. During the Term the Executive shall serve in the position of Executive Vice President. During the Term, the Executive may engage in outside activities provided those activities do not conflict with the duties and responsibilities enumerated hereunder, and provided further that the Executive gives written notice to the Board of any outside business activity that may require significant expenditure of the Executive’s time in which the Executive plans to become involved, whether or not such activity is pursued for profit. The Executive shall be excused from performing any services hereunder during periods of temporary incapacity and during vacations in accordance with the Corporation’s disability and vacation policies.

1.3 Place of Performance. The Executive shall be employed at the principal offices of the Corporation located in New York, New York, except for required travel on the Corporation’s business.

1.4 Compensation and Related Matters.

(a) Base Compensation. In consideration of her services during the Term, the Corporation shall pay the Executive cash compensation at an annual rate not less than the base salary as set forth on Exhibit A hereto (“Base Compensation”). Executive’s Base Compensation shall be subject to such increases as may be approved by the Board or Management. The Base Compensation shall be payable as current salary, in installments not less frequently than monthly, and at the same rate for any fraction of a month unexpired at the end of the Term.

(b) Bonus. During the Term, the Executive shall have the opportunity to earn an annual bonus in accordance with any annual bonus program the Corporation maintains that would be applicable to the Executive as reflected in Executive’s Terms of Employment Sheet.

(c) Stock. During the Term, the Executive shall be eligible to participate in the Polo Ralph Lauren Long-Term Stock Incentive Plan (the “Incentive Plan”) Stock grants are granted annually in June of each year and are subject to ratification by the Compensation Committee of the Board of Directors. In accordance with the terms of the Incentive Plan and subject to approval by the Compensation Committee of the Board of Directors, Executive will be granted such options and restricted shares of stock as are specified in Executive’s Terms of Employment Sheet, to be awarded at the end of the fiscal quarter in which Executive’s hire date occurs. Stock options will vest one third each year from the date of the grant and will be fully vested after

three years, subject to Executive’s continued employment through each vesting date. Restricted shares of stock will vest one-fifth each year from the date of the grant and will be fully vested after five years, subject to Executive’s continued employment through each vesting date.

(d) Car Allowance. During the Term, the Corporation shall reimburse Executive for the cost of a car and driver.

(e) Expenses. During the Term, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in performing services hereunder, including all reasonable expenses of travel and living while away from home, provided that such expenses are incurred and accounted for in accordance with the policies and procedures established by the Corporation.

(f) Vacations. During the Term, the Executive shall be entitled to the number of vacation days in each calendar year, and to compensation in respect of earned but unused vacation days, determined in accordance with the Corporation’s vacation program. The Executive shall also be entitled to all paid holidays given by the Corporation to its employees.

(g) Other Benefits. The Executive shall be entitled to participate in all of the Corporation’s employee benefit plans and programs in effect during the Term as would by their terms be applicable to the Executive, including, without limitation, any pension and retirement plan, supplemental pension and retirement plan, deferred compensation plan, incentive plan, stock option plan, life insurance plan, medical insurance plan, dental care plan, accidental death and disability plan, and vacation, sick leave or personal leave program. After the Executive becomes employed, the Corporation shall not make any changes in such plans or programs that would adversely affect the Executive’s benefits thereunder, unless such change occurs pursuant to a program applicable to other similarly situated employees of the Corporation and does not result in a proportionately greater reduction in the rights or benefits of the Executive as compared with other similarly situated employees of the Corporation. Except as otherwise specifically provided herein, nothing paid to the Executive under any plan or program presently in effect or made available in the future shall be in lieu of the Base Compensation or any bonus payable under Sections 1.4(a) and 1.4(b) hereof.

ARTICLE II

TERMINATION OF EMPLOYMENT

2.1 Termination of Employment. The Executive’s employment may terminate prior to the expiration of the Term under the following circumstances:


	(a) Without Cause. The Executive’s employment shall terminate upon the Corporation notifying the Executive that her services will no longer be required.

	(b) Death. The Executive’s employment shall terminate upon the Executive’s death.

	(c) Disability. If, as a result of the Executive’s incapacity due to physical or mental illness, the Executive shall have been absent and unable to perform the duties hereunder on a full-time basis for an entire period of six consecutive months, the Executive’s employment may be terminated by the Corporation following such six-month period.

	(d) Cause. The Corporation may terminate the Executive’s employment for Cause. For purposes hereof, “Cause” shall mean: (1) the willful and continued failure by the Executive to substantially perform her duties hereunder after demand for substantial performance is delivered to her by the Corporation that specifically identifies the manner in which the Corporation believes the Executive has not substantially performed her duties, (2) Executive’s conviction of, or plea of nolo contendere to, a crime (whether or not involving the Corporation) constituting any felony or (3) the willful engaging by the Executive in gross misconduct relating to the Executive’s employment that is materially injurious to the Corporation, monetarily or otherwise (including, but not limited to, conduct that constitutes competitive activity, in violation of Article III) or which subjects, or if generally known would subject, the Corporation to public ridicule. For purposes of this paragraph, no act, or failure to act, on the


	Executive’s part shall be considered “willful” unless done, or omitted to be done, by her not in good faith and without reasonable belief that her action or omission was in the best interest of the Corporation. Notwithstanding the foregoing, the Executive’s employment may be terminated for Cause only by act of the Board of Directors of the Corporation and, in any event, the Executive’s employment shall not be deemed to have been terminated for Cause without (x) reasonable written notice to the Executive setting forth the reasons for the Corporation’s intention to terminate for Cause, (y) the opportunity to cure (if curable) within 30 days of such written notice of the event(s) giving rise to such notice and (z) an opportunity for the Executive, together with her counsel, to be heard by the Board of Directors of the Corporation.

	(e) Voluntary Termination. The Executive may voluntarily terminate the Executive’s employment with the Corporation at any time, with or without Good Reason. For purposes of this Agreement, “Good Reason” shall mean (A) a material diminution in or adverse alteration to Executive’s title, base salary, benefits, position, status, or duties, (B) the relocation of the Executive’s principal office outside the area which comprises a fifty (50) mile radius from New York City, (C) a failure of the Corporation to comply with any material provision of this Agreement or (D) the Corporation requires Executive to report to anyone other than Ralph Lauren or Roger Farah, provided that the events described in clauses, (A), (B), and (C) above shall not constitute Good Reason unless and until such diminution, change, reduction or failure (as applicable) has not been cured within thirty (30) days after notice of such noncompliance has been given by the Executive to the Corporation.

2.2 Date of Termination. The date of termination shall be:


	(a) if the Executive’s employment is terminated by the Executive’s death, the date of the Executive’s death;

	(b) if the Executive’s employment is terminated by reason of Executive’s Disability or by the Corporation pursuant to Sections 2.1(a) or 2.1(d), the date specified by the Corporation; and

	(c) if the Executive’s employment is terminated by the Executive, the date on which the Executive notifies the Corporation of her termination.

2.3 Effect of Termination of Employment.

(a) If the Executive’s employment is terminated by the Corporation, pursuant to Section 2.1(a), or if the Executive resigns for Good Reason pursuant to Section 2.1(e), the Executive shall only be entitled to the following:


	(i) Severance. Subject to Section 4.1(a) hereof, the Corporation shall: (a) continue to pay the Executive, in accordance with the Corporation’s normal payroll practice, her Base Compensation, as in effect immediately prior to such termination of employment, for the longer of the balance of the Term or the one-year period commencing on the date of such termination (whichever period is applicable shall be referred to herein as the “Severance Period”); and (b) pay to the Executive, on the last business day of the Severance Period, an amount equal to the bonus paid to the Executive for the calendar year prior to the year in which her employment is terminated. Notwithstanding the foregoing, in order to receive any severance benefits under this Section 2.3(a)(i), the Executive must sign and not timely revoke a release and waiver of claims in favor of the Corporation, its successors, affiliates, and assigns.

	(ii) Stock Options. The Executive’s rights with respect to any stock options granted to the Executive by the Corporation shall be governed by the provisions of the Corporation’s stock option plan and respective award agreements, if any, except as provided in Section 4.1(a).

	(iii) Welfare Plan Coverages. The Executive shall continue to participate during the Severance Period in any group medical, dental or life insurance plan she participated in prior to the date of her termination, under substantially similar terms and conditions as an active employee (i.e., the Corporation will continue to pay the Corporation’s portion of the costs of such participation); provided that participation in such group medical, dental and life insurance plan shall correspondingly cease at such


	time as the Executive becomes eligible for a future employer’s medical, dental and/or life insurance coverage (or would become eligible if the Executive did not waive coverage).

	(iv) Retirement Plans. Without limiting the generality of the foregoing, it is specifically provided that the Executive shall not accrue additional benefits under any pension plan of the Corporation (whether or not qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended) during the Severance Period.

(b) If the Executive’s employment is terminated by reason of the Executive’s death or Disability, pursuant to Sections 2.1(b) and 2.1(c), the Executive (or the Executive’s designee or estate) shall only be entitled to whatever welfare plans benefits are available to the Executive pursuant to the welfare plans the Executive participated in prior to such termination, and whatever stock options may have been granted to the Executive by the Corporation the terms of which shall be governed by the provisions of the respective award agreements under which such stock options were granted.

(c) If the Executive’s employment is terminated by the Corporation for Cause or by the Executive not for Good Reason pursuant to Section 2.1(e) hereof, the Executive shall receive only that portion of the Executive’s then current Base Compensation payable through the Executive’s termination date. The Executive’s rights with respect to any stock options granted to the Executive by the Corporation shall be governed by the provisions of the respective award agreements under which such stock options were granted. The Corporation shall have no further obligations to the Executive as a result of the termination of the Executive’s employment.

ARTICLE III

COVENANTS OF THE EXECUTIVE

3.1 Non-Compete.

(a) The Corporation and the Executive acknowledge that: (i) the Corporation has a special interest in and derives significant benefit from the unique skills and experience of the Executive; (ii) the Executive will use and have access to proprietary and valuable Confidential Information (as defined in Section 3.2 hereof) during the course of the Executive’s employment; and (iii) the agreements and covenants contained herein are essential to protect the business and goodwill of the Corporation or any of its subsidiaries, affiliates or licensees. Accordingly, except as hereinafter noted, the Executive covenants and agrees that for a period of one year following the termination of Executive’s employment (except as provided in 3.1(b)), the Executive shall not provide any labor, work, services or assistance (whether as an officer, director, employee, partner, agent, owner, independent contractor, stockholder or otherwise) to a “Competing Business.” For purposes hereof, “Competing Business” shall mean any business engaged in the designing, marketing or distribution of premium lifestyle products, including but not limited to apparel, home, accessories and fragrance products, which competes in any material respects with the Corporation or any of its subsidiaries, affiliates or licensees, and shall include, without limitation, those brands and companies that the Corporation and the Executive have jointly designated in writing on the date hereof, which is incorporated herein by reference and which is attached as Exhibit B, as being in competition with the Corporation as of the date hereof. Thus, Executive specifically acknowledges that Executive understands that, except as provided in Section 3.1(b) she may not become employed by any Competing Business in any capacity during the Term, provided that the Executive may own, solely as an investment, securities of any entity which are traded on a national securities exchange if the Executive is not a controlling person of, or a member of a group that controls such entity and does not, directly or indirectly, own 2% or more of any class of securities of such entity.

(b) The non-compete provisions of this Section shall no longer be applicable to Executive if she has been notified pursuant to Section 2.1(a) hereof that her services will no longer be required during the Term or if the Executive has terminated her employment for Good Reason pursuant to Section 2.1(e).

(c) It is acknowledged by the Executive that the Corporation has determined to relieve the Executive from any obligation of non-competition for periods after the Term, and/or if the Corporation terminates the

Executive’s employment under Section 2.1(a) or if the Executive has terminated her employment for Good Reason pursuant to Section 2.1(e). In consideration of that, and in consideration of all of the compensation provisions in this Agreement (including the potential for the award of stock options that may be made to the Executive), Executive agrees to the provisions of Section 3.1 and also agrees that the non-competition obligations imposed herein, are fair and reasonable under all the circumstances.

3.2 Confidential Information.

(a) The Corporation owns and has developed and compiled, and will own, develop and compile, certain proprietary techniques and confidential information as described below which have great value to its business (referred to in this Agreement, collectively, as “Confidential Information”). Confidential Information includes not only information disclosed by the Corporation and/or its affiliates and licensees to Executive, but also information developed or learned by Executive during the course of, or as a result of, employment hereunder, which information Executive acknowledges is and shall be the sole and exclusive property of the Corporation. Confidential Information includes all proprietary information that has or could have commercial value or other utility in the business in which the Corporation is engaged or contemplates engaging, and all proprietary information the unauthorized disclosure of which could be detrimental to the interests of the Corporation. Whether or not such information is specifically labeled as Confidential Information by the Corporation is not determinative. By way of example and without limitation, Confidential Information includes any and all information developed, obtained or owned by the Corporation and/or its affiliates and licensees concerning trade secrets, techniques, know-how (including designs, plans, procedures, processes and research records), software, computer programs, innovations, discoveries, improvements, research, development, test results, reports, specifications, data, formats, marketing data and plans, business plans, strategies, forecasts, unpublished financial information, orders, agreements and other forms of documents, price and cost information, merchandising opportunities, expansion plans, designs, store plans, budgets, projections, customer, supplier and subcontractor identities, characteristics and agreements, and salary, staffing and employment information. Notwithstanding the foregoing, Confidential Information shall not in any event include (A) Executive’s personal knowledge and know-how relating to merchandising and business techniques which Executive has developed over her career in the apparel business and of which Executive was aware prior to her employment, or (B) information which (i) was generally known or generally available to the public prior to its disclosure to Executive; (ii) becomes generally known or generally available to the public subsequent to disclosure to Executive through no wrongful act of any person or (iii) which Executive is required to disclose by applicable law or regulation (provided that Executive provides the Corporation with prior notice of the contemplated disclosure and reasonably cooperates with the Corporation at the Corporation’s expense in seeking a protective order or other appropriate protection of such information).

(b) Executive acknowledges and agrees that in the performance of her duties hereunder the Corporation will from time to time disclose to Executive and entrust Executive with Confidential Information. Executive also acknowledges and agrees that the unauthorized disclosure of Confidential Information, among other things, may be prejudicial to the Corporation’s interests, and an improper disclosure of trade secrets. Executive agrees that she shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any corporation, partnership, individual or other third party, other than in the course of her assigned duties and for the benefit of the Corporation, any Confidential Information, either during her term of employment or thereafter.

(c) The Executive agrees that upon leaving the Corporation’s employ, the Executive shall not take with the Executive any software, computer programs, disks, tapes, research, development, strategies, designs, reports, study, memoranda, books, papers, plans, information, letters, e-mails, or other documents or data reflecting any Confidential Information of the Corporation, its subsidiaries, affiliates or licensees.

(d) During Executive’s term of employment, Executive will disclose to the Corporation all designs, inventions and business strategies or plans developed for the Corporation, including without limitation any process, operation, product or improvement. Executive agrees that all of the foregoing are and will be the sole and exclusive property of the Corporation and that Executive will at the Corporation’s request and cost do whatever is necessary to secure the rights thereto, by patent, copyright or otherwise, to the Corporation.

3.3 Non-Solicitation of Employees. The Executive covenants and agrees that for a period of two years following the termination of Executive’s employment for any reason whatsoever hereunder, the Executive shall not directly or indirectly solicit or influence any other employee of the Corporation, or any of its subsidiaries, affiliates or licensees, to terminate such employee’s employment with the Corporation, or any of its subsidiaries, affiliates or licensees, as the case may be, or to become employed by a Competing Business.

3.4 Nondisparagement. The parties agree that during the Term and thereafter whether or not the Executive is receiving any amounts pursuant to Sections 2.3 and 4.1, the parties shall not make any statements or comments that reasonably could be considered to shed an adverse light on the Executive or the business or reputation of the Corporation or any of its subsidiaries, affiliates or licensees, the Board or any officer of the Corporation or any of its subsidiaries, affiliates or licensees; provided, however, the foregoing limitation shall not apply to (i) compliance with legal process or subpoena, or (ii) statements in response to inquiry from a court or regulatory body.

3.5 Remedies.

If the Executive breaches, or threatens to commit a breach of, any of the provisions of this Article III, the Corporation shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Corporation under law or equity:


	(i) The right and remedy to have the obligations specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach of such obligations in this Article III will cause irreparable injury to the Corporation and that money damages will not provide an adequate remedy to the Corporation; and

	(ii) The right to discontinue the payment of any amounts owing to the Executive under the Agreement; provided that the Corporation shall have secured a reasoned opinion of counsel that the Executive’s activities constitute a material breach of the obligations in this Article III and which shall have been provided to the Executive, the delivery of which shall not be deemed to be a waiver of any applicable privilege. To the extent Executive, by notice hereunder, disputes the discontinuance of any payments hereunder, such payments shall be segregated and deposited in an interest bearing account at a major financial center bank in New York City pending resolution of the dispute.

	(b) If any court or arbitrator determines that any of the obligations in this Article III, or any part thereof, is invalid or unenforceable, the remainder of the obligations in this Article III shall not thereby be affected and shall be given full effect, without regard to the invalid portion. In addition, if any court or arbitrator construes any of the obligations in this Article III, or any part thereof, to be unenforceable because of the duration of such provision or the area covered thereby, such court shall have the power to reduce the duration or area of such provision and, in its reduced form, such provision shall then be enforceable and shall be enforced.

3.6 The provisions of this Article III shall survive the termination of this Agreement and Executive’s Term of employment.

ARTICLE IV

CHANGE IN CONTROL

4.1 Change in Control.

(a) Effect of a Change in Control. Notwithstanding anything contained herein to the contrary, if the Executive’s employment is terminated within 12 months following a Change in Control (as defined in Section 4.1(b) hereof) during the Term by the Corporation for any reason other than Cause, then:


	(i) Severance. The Corporation shall pay to the Executive, in lieu of any amounts otherwise due her under Section 2.3(a) hereof, within 15 days of the Executive’s termination of employment, a lump sum amount equal to two times the sum of: (A) the Executive’s Base Compensation, as in effect


	immediately prior to such termination of employment; and (B) the bonus actually paid to the Executive during the year prior to the Executive’s termination.

	(ii) Stock Options. The Executive shall immediately become vested in any unvested stock options granted to the Executive by the Corporation prior to the Change in Control and Executive will have six (6) months from the date of termination under this circumstance to exercise all vested options.

(b) Definition. For purposes hereof, a “Change in Control” shall mean the occurrence of any of the following: (i) the sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Corporation to any “person” or “group” (as such terms are used in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934 (“Act”)) other than Permitted Holders; (ii) any person or group, other than Permitted Holders, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Act, except that a person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50 percent of the total voting power of the voting stock of the Corporation, including by way of merger, consolidation or otherwise; (iii) during any period of two consecutive years, Present and/or New Directors cease for any reason to constitute a majority of the Board; or (iv) the Permitted Holders’ beneficial ownership of the total voting power of the voting stock of the Corporation falls below 30 percent and either Ralph Lauren is not nominated for a position on the Board of Directors, or he stands for election to the Board of Directors and is not elected. For purposes of this Section 4.1(b), the following terms have the meanings indicated: “Permitted Holders” shall mean, as of the date of determination: (A) any and all of Ralph Lauren, his spouse, his siblings and their spouses, and descendants of them (whether natural or adopted) (collectively, the “Lauren Group”); and (B) any trust established and maintained primarily for the benefit of any member of the Lauren Group and any entity controlled by any member of the Lauren Group. “Present Directors” shall mean individuals who at the beginning of any such two consecutive year period were members of the Board. “New Directors” shall mean any directors whose election by the Board or whose nomination for election by the shareholders of the Corporation was approved by a vote of a majority of the directors of the Corporation who, at the time of such vote, were either Present Directors or New Directors.

(c) Excise Tax Gross-Up. If the Executive becomes entitled to one or more payments (with a “payment” including the vesting of restricted stock, a stock option, or other non-cash benefit or property), whether pursuant to the terms of this Agreement or any other plan or agreement with the Corporation or any affiliated company (collectively, “Change of Control Payments”), which are or become subject to the tax (“Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Corporation shall pay to the Executive at the time specified below such amount (the “Gross-up Payment”) as may be necessary to place the Executive in the same after-tax position as if no portion of the Change of Control Payments and any amounts paid to the Executive pursuant to this paragraph 4(c) had been subject to the Excise Tax. The Gross-up Payment shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax. For purposes of determining the amount of the Gross-up Payment, the Executive shall be deemed: (A) to pay federal income taxes at the highest marginal rate of federal income taxation for the year in which the Gross-up Payment is to be made; and (B) to pay any applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Gross-up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes if paid in such year. If the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time the Gross-up Payment is made, the Executive shall repay to the Corporation at the time that the amount of such reduction in Excise Tax is finally determined (but, if previously paid to the taxing authorities, not prior to the time the amount of such reduction is refunded to the Executive or otherwise realized as a benefit by the Executive) the portion of the Gross-up Payment that would not have been paid if such Excise Tax had been used in initially calculating the Gross-up Payment, plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time the Gross-up Payment is made, the Corporation shall make an

additional Gross-up Payment in respect of such excess (plus any interest and penalties payable with respect to such excess) at the time that the amount of such excess is finally determined.

The Gross-up Payment provided for above shall be paid on the 30th day (or such earlier date as the Excise Tax becomes due and payable to the taxing authorities) after it has been determined that the Change of Control Payments (or any portion thereof) are subject to the Excise Tax; provided, however, that if the amount of such Gross-up Payment or portion thereof cannot be finally determined on or before such day, the Corporation shall pay to the Executive on such day an estimate, as determined by counsel or auditors selected by the Corporation and reasonably acceptable to the Executive, of the minimum amount of such payments. The Corporation shall pay to the Executive the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Corporation to the Executive, payable on the fifth day after demand by the Corporation (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). The Corporation shall have the right to control all proceedings with the Internal Revenue Service that may arise in connection with the determination and assessment of any Excise Tax and, at its sole option, the Corporation may pursue or forego any and all administrative appeals, proceedings, hearings, and conferences with any taxing authority in respect of such Excise Tax (including any interest or penalties thereon); provided, however, that the Corporation’s control over any such proceedings shall be limited to issues with respect to which a Gross-up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest any other issue raised by the Internal Revenue Service or any other taxing authority. The Executive shall cooperate with the Corporation in any proceedings relating to the determination and assessment of any Excise Tax and shall not take any position or action that would materially increase the amount of any Gross-up Payment hereunder).

ARTICLE V

MISCELLANEOUS

5.1 Notice. For the purposes of this Agreement, notices, demands and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or by facsimile or mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows:


If to the Executive:		Jackwyn Nemerov 28 Mooreland Road Greenwich, Connecticut 06831

with a copy to:		Miriam Wugmeister, Esq. Morrison & Foerster LLP 1290 Avenue of the Americas New York, New York 10104 Fax: (212) 468-7900

If to the Corporation:		Polo Ralph Lauren Corporation 650 Madison Avenue New York, New York 10022 Attn: Mitchell A. Kosh Senior Vice President — Human Resources Fax: (212) 318-7277

or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

5.2 Modification or Waiver; Entire Agreement. No provision of this Agreement may be modified or waived except in a document signed by the Executive and the Corporation. This Agreement, along with any documents incorporated herein by reference, including Executive’s Terms of Employment sheet, constitute

the entire agreement between the parties regarding their employment relationship and supersede all prior agreements, promises, covenants, representations or warranties. To the extent that this Agreement is in any way inconsistent with any prior or contemporaneous stock option agreements between the parties, this Agreement shall control. No agreements or representations, oral or otherwise, with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement.

5.3 Governing Law. The validity, interpretation, construction, performance, and enforcement of this Agreement shall be governed by the laws of the State of New York without reference to New York’s choice of law rules.

5.4 Arbitration. The Corporation and the Executive mutually agree that any controversy or claim arising out of or relating to this Agreement or the breach thereof, or any other dispute between the parties arising from or related to Executive’s employment with the Corporation, shall be submitted to mediation before a mutually agreeable mediator. In the event mediation is unsuccessful in resolving the claim or controversy, such claim or controversy shall be resolved by arbitration. The Corporation and Executive agree that arbitration shall be held in New York, New York, before a mutually agreed upon single arbitrator licensed to practice law. The arbitrator shall have authority to award or grant legal, equitable, and declaratory relief. Such arbitration shall be final and binding on the parties and fees for any arbitration shall be paid by the losing party. If the parties are unable to agree on an arbitrator, the matter may be submitted to JAMS Dispute Resolution solely for appointment of an arbitrator. Any fees for mediation shall be split between the parties.

5.5 No Mitigation or Offset. In the event the Executive’s employment with the Corporation terminates for any reason, the Executive shall not be obligated to seek other employment following such termination and there shall be no offset of the payments or benefits set forth herein.

5.6 Withholding. All payments required to be made by the Corporation hereunder to the Executive or the Executive’s estate or beneficiaries shall be subject to the withholding of such amounts as the Corporation may reasonably determine it should withhold pursuant to any applicable law.

5.7 Attorney’s Fees. Each party shall bear its own attorney’s fees and costs incurred in any action or dispute arising out of this Agreement and/or the employment relationship.

5.8 No Conflict. Executive represents and warrants that she is not party to any agreement, contract, understanding, covenant, judgment or decree or under any obligation, contractual or otherwise, in any way restricting or adversely affecting her ability to act for the Corporation in all of the respects contemplated hereby.

5.9 Enforceability. Each of the covenants and agreements set forth in this Agreement are separate and independent covenants, each of which has been separately bargained for and the parties hereto intend that the provisions of each such covenant shall be enforced to the fullest extent permissible. Should the whole or any part or provision of any such separate covenant be held or declared invalid, such invalidity shall not in any way affect the validity of any other such covenant or of any part or provision of the same covenant not also held or declared invalid. If any covenant shall be found to be invalid but would be valid if some part thereof were deleted or the period or area of application reduced, then such covenant shall apply with such minimum modification as may be necessary to make it valid and effective. The failure of either party at any time to require performance by the other party of any provision hereunder will in no way affect the right of that party thereafter to enforce the same, nor will it affect any other party’s right to enforce the same, or to enforce any of the other provisions in this Agreement; nor will the waiver by either party of the breach of any provision hereof be taken or held to be a waiver of any prior or subsequent breach of such provision or as a waiver of the provision itself.

5.10 Miscellaneous. No right or interest to, or in, any payments shall be assignable by the Executive; provided, however, that this provision shall not preclude the Executive from designating in writing one or more beneficiaries to receive any amount that may be payable after the Executive’s death and shall not preclude the legal representative of the Executive’s estate from assigning any right hereunder to the person or persons entitled thereto. If the Executive should die while any amounts would still be payable to the Executive hereunder, all such amounts shall be paid in accordance with the terms of this Agreement to the Executive’s

written designee or, if there be no such designee, to the Executive’s estate. This Agreement shall be binding upon and shall inure to the benefit of, and shall be enforceable by, the Executive, the Executive’s heirs and legal representatives and the Corporation and its successors. The section headings shall not be taken into account for purposes of the construction of any provision of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date and year first above written.

POLO RALPH LAUREN CORPORATION


/s/ MITCHELL KOSH		/s/ JACKWYN NEMEROV


By: Mitchell Kosh		Jackwyn Nemerov

Title: Senior Vice President — Human Resources

EXHIBIT A

Jackwyn Nemerov

Upon Effective Date, annual base compensation is $900,000.

JACKWYN NEMEROV

TERMS OF EMPLOYMENT


Title:		Executive Vice President

Salary:		$900,000 per year

Term:		Formal contract to be provided under separate cover

Annual Bonus:		57.5% Threshold — 100% Target — 150% Stretch — 200% Maximum

		Target: $900,000

		Maximum: $1,800,000

Equity Award:		200,000 options 75,000 restricted shares Future grants, if any, consistent with EVP level

Car reimbursement:		Company will reimburse cost of car and driver

Severance:		To be outlined in contract

Other:		SERP plan Execucare benefit

ACCEPTED & AGREED:

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Ralph Lauren, certify that:


	1. I have reviewed this quarterly report on Form 10-Q of Polo Ralph Lauren Corporation;

	2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have:


	a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting, and


	5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):


	a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


	/s/ RALPH LAUREN

	Ralph Lauren
	Chairman of the Board and
	Chief Executive Officer
	(Principal Executive Officer)

Date: November 12, 2004

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Gerald M. Chaney, certify that:


	1. I have reviewed this quarterly report on Form 10-Q of Polo Ralph Lauren Corporation;

	2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have:


	a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting, and


	5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):


	a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


	/s/ GERALD M. CHANEY

	Gerald M. Chaney
	Senior Vice President and
	Chief Financial Officer
	(Principal Financial Officer)

Date: November 12, 2004

EX-32.1

EXHIBIT 32.1

Certification of Ralph Lauren Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Polo Ralph Lauren Corporation (the “Company”) on Form 10-Q for the period ended October 2, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ralph Lauren, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


	1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


	/s/ RALPH LAUREN

	Ralph Lauren

November 12, 2004

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Polo Ralph Lauren Corporation and will be retained by Polo Ralph Lauren Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

Certification of Gerald M. Chaney Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Polo Ralph Lauren Corporation (the “Company”) on Form 10-Q for the period ended October 2, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gerald M. Chaney, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


	1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


	/s/ GERALD M. CHANEY

	Gerald M. Chaney

November 12, 2004

Signature:

Polo Ralph Lauren

Jackwyn Nemerov