Ralph Lauren Annual Report 2005

Plain-text annual report

r -l 05 POLO RALPH LAUREN 2005 inspired by authentic american traditions of style and elegance, Ralph Lauren has built an iconic luxury brand with universal appeal. With a combination of old-world sophistication and modern silhouettes across our apparel, accessories and home-furnishings lines, our Company — and its dedication to a unique and timeless sensibility — is recognized and rewarded season after season, across continents and cultures. Having built an unparalleled business, we nevertheless continue to innovate and drive growth with excellence in design, a strong point of view and an unﬂagging focus on achieving our strategic operating initiatives. Today, we are expanding our portfolio of specialty retail stores and innovative new product concepts, while embarking on a new phase of global expansion in Europe and Asia. Our designs continue to inspire, and we have the infrastructure and the management team to support growth on a global scale. NEW YORK ralph lauren Chairman of the Board Chief Executive Officer dear fellow shareholders I am pleased to once again report a strong year for Polo Ralph Lauren. This was a year of many accomplishments and important beginnings. Our performance continues to reinforce our multi-year strategy of combining world-class design and marketing with equally strong operations. The future of our Company has never been brighter. The excitement for me is in leading. I love the challenge of building new worlds, whether it be a new collection, a new brand, a new store, a new concept. When we see an opportunity, we act on it. We execute our ideas with enthusiasm and precision, resulting in success. Our Ralph Lauren brands represent superior quality design and craftsmanship. We know our customers, and our unmatched ability to anticipate their desires makes us their premier brand worldwide. Everything we do has a clear point of view — with focus, with consistency, with heritage. We have thoughtfully built our brands over more than 37 years to epitomize lifestyle luxury for men, women, children and home all around the world. We continue to invest in our business. Our childrenswear acquisition is exceeding our expectations in North America, and we are moving forward with international expansion plans. We introduced Black Label for men this year — a collection that reflects the essence of modern elegance heralding a new chapter in men’s style and complementing our Polo and Purple Label brands. Our women’s business has never been better. The launch of our Women’s Collection and Black Label pre-lines has been extremely well received by our customers. And this spring our enormously successful Lauren for women brand marked its first anniversary under our full ownership and control. We will continue to focus new energy on the development of a luxury accessories line. We are very excited about this new long-term growth prospect for the Company. The expansion of our specialty retail business continues. We opened eight Ralph Lauren stores this year and plan to open ten more next year. Our Ralph Lauren stores carry our message and our vision directly to our customers, and they truly value the unique shopping experience. Our spectacular Milan flagship opened last fall establishing a new level of international sophistication and glamour. It is a showcase of what we have to offer from men’s to women’s to accessories to home. It has carried the Ralph Lauren dream to new heights, increasing the demand for our brand throughout Europe and setting the stage for an even greater presence there that rivals other international luxury names. We will continue our international expansion in Asia by opening a flagship store in Tokyo next year. This will create a statement in Japan that will advance the world of Ralph Lauren in this important part of the market where quality and design are highly valued. I am very excited about Rugby, our new full-lifestyle collection for young men and women. The Rugby line adds a whole new dimension to our retail strategy. It is our first vertical concept started from scratch and reflects my sensibility from start to finish. It has a cooler, hipper attitude and is available only at our freestanding Rugby stores, where we can control the shopping experience and maximize the connection to our customer. Over time, Rugby has the potential to expand into new product categories and to grow internationally. We believe Rugby is the next Polo. I am also pleased with our expanding online world. Polo.com is a virtual showcase featuring extraordinary product and marketing innovations that let customers live the world of Ralph Lauren. The Company is financially robust. We manage our balance sheet conservatively, maintaining the right inventory levels, and we are doing $1 billion more in sales on the same level of inventory we had four years ago. Financial flexibility is one of our hallmarks. This strength has enabled us to execute our multi-year initiatives with confidence. The investment we make in our operations and in our people is critical to our future success. This year we upgraded our executive talent in retail, wholesale and finance, and we have built a world-class management team with a depth of experience in all areas of our business. We have also established global programs to identify and develop the talent we need to seize the opportunities ahead of us. As a successful company, an important part of our culture is giving back to the communities where we live and work. Our employees around the world rallied to support the tsunami relief efforts through a matching gift program. Other programs include the Pink Pony initiative in the fight against cancer. And in May the Ralph Lauren Center for Cancer Care and Prevention in Harlem, a joint venture between Memorial Sloan-Kettering Cancer Center and North General Hospital, celebrated its second anniversary. We have an extensive volunteer program with hundreds of our employees donating their time to dozens of worthy programs. Helping others is part of the heritage of what this Company stands for. My name is on the label, but it’s all of us together that make this Company great. Every day our people demonstrate their commitment to making Polo Ralph Lauren the one-of-a-kind Company it continually proves itself to be. I thank our Board for its guidance and support. And I thank every one of our employees around the world for their important role in our success. ralph lauren Chairman of the Board Chief Executive Officer rl-05 NEW CANAAN WITH A CONSISTENT FOCUS ON CREATING SUPERIOR DESIGN, RALPH LAUREN IS PERFECTLY POSITIONED TO INTRODUCE NEW PRODUCTS, INCLUDING AN EXCITING LUXURY ACCESSORIES COLLECTION. P16 rl-05 merchandise development POLO RALPH LAUREN Product excellence has been the key to the success of Polo Ralph Lauren for more than 37 years. By consistently offering designs of distinct luxury and quality, we continue to be essential to our customers — and to attract and inspire new customers with a vision of timeless style that complements their lives and aspirations. Leading our new initiatives is the development of a Ralph Lauren luxury accessories line. This multi-year undertaking will be rolled out across several product categories — handbags, small leather goods and footwear. An investment in design and infrastructure will be required to develop the merchandise, and we are assembling a talented team to support this new long-term growth initiative. With the high demand for the Ralph Lauren brand and the higher margins generated by accessories, this is an opportunity for growth in our own retail stores and later in select specialty stores. With our men’s, women’s and children’s product lines now under our direct control, we can better support our relationships with major retailers and work with them to best serve our customers. We have repositioned our men’s line — our largest and most successful product line within our wholesale segment — in the top-tier department and specialty stores. We made a series of improvements to our merchandising, visual presentations and customer service. As part of our overall strategy to elevate the brand, we have selectively raised prices and developed more new fashion offerings at higher price points. This trade-up strategy positions us solidly for the long term — both domestically and internationally. The launch last year of the Lauren for women line was executed ﬂawlessly. Lauren is an aspirational lifestyle brand sold in the best department stores in the United States. Our focus this year is to generate incremental business through existing locations. We have also extended the brand with a new fragrance — Lauren Style — and launched Lauren Active apparel this spring in select retail locations, with more to follow. In our Women’s Collection and Black Label lines, we launched pre-lines for both spring and fall, making fresh product available several times a year. The additional merchandise during key shopping seasons has been extremely well received by our customers, who are provided with new choices more frequently during the year. We have seamlessly integrated our children’s business since acquiring it from our licensee last summer. And we are pleased with the results from very strong back-to-school, winter holiday and spring seasons. Our Chaps label continues to gain momentum. We began shipping into a new channel of distribution last fall with a Chaps denim line, and we followed with men’s sportswear and furnishings. Moving forward, we plan to further develop the brand with women’s and children’s apparel. As we continue to develop merchandise across all of our lines, we approach each opportunity with a deep understanding of our customers’ desires — and the continued care to fulﬁll those desires with a style that is uniquely and distinctly Polo Ralph Lauren. P17 international expansion POLO RALPH LAUREN More than 20 years ago, Ralph Lauren was the ﬁrst American designer to open boutiques in London and Paris. Today, our unique brand of elegance, quality and timeless style is universally recognized across continents and cultures. The Ralph Lauren brand now generates $10 billion annually at retail, making it one of the largest designer brands in the world. Geographically, our business is still heavily concentrated in the United States, but our European business has grown more than 150% since we bought back that license ﬁve years ago. We continue to believe Europe has enormous potential, and we have taken key steps to continue the evolution of our brand in this market. The Asia Paciﬁc region is another area that represents signiﬁcant opportunity as we move forward. From a ﬁnancial point of view and for the worldwide positioning of our brand, it is important for us to compete in the European luxury market, and we’ve positioned Ralph Lauren — both in our own stores and in specialty stores — at the high end of the luxury business. In September 2004, we opened our new ﬂagship store in Milan. This store has exceeded our expectations not only in the way the Milanese have embraced the Ralph Lauren merchandise and aesthetic, but also in the way it has had a cascading effect on the demand for our brand throughout western Europe. The success of our Milan ﬂagship this year sets the stage for us to build a luxury European business that puts us on a par with the other luxury names on the continent. We will continue to expand our European business through the right stores and through improved visual merchandising presentations that represent our global point of view. Additionally, we continue to make signiﬁcant progress in service levels in terms of deliveries, replenishments, re-orders, sell-throughs and customer service. Supporting these efforts is our operational consolidation program. As one of our multi-year initiatives, we have consolidated a fragmented infrastructure in Europe, moving from 14 distribution centers to one primary center, and from ﬁve ofﬁces to one centralized headquarters in Switzerland. The infrastructure and the management team we now have in place in Europe will drive future growth. We’ve also undertaken signiﬁcant studies to help us better understand and develop a long-term point of view about the Asia Paciﬁc region. And we continue to review opportunities in Russia, as well as other growing luxury markets where we feel our brand presence is important to fulﬁll our global vision. In Asia, Ralph Lauren product is now distributed through department stores, specialty stores and licensed Ralph Lauren stores. We recently integrated our licensees into our worldwide sourcing to establish uniform quality and ﬁt. And consistent with our strategy to support a strong wholesale business with specialty retail, we will be opening a Ralph Lauren Tokyo ﬂagship next year. This will create a statement in Japan and will be the ﬁrst step in developing a stronger market presence in Asia. We are an industry leader in global expansion, and we will continue to create luxury products that successfully translate our distinctive brand, which represents both quality and elegance for existing and new international markets. P18 OUR SUCCESS IN EUROPE AND OTHER GROWING MARKETS IS DRIVEN BY OUR ABILITY TO TRANSLATE THE UNIVERSAL APPEAL OF RALPH LAUREN. rl-05 P19 WHETHER IT’S OUR MILAN FLAGSHIP OR OUR NEW RUGBY STORES, DEVELOPING SPECIALTY RETAIL OPPORTUNITIES ENHANCES AND EXTENDS OUR VISION OF STYLE. P20 rl-05 expanding specialty retail POLO RALPH LAUREN Our specialty retail strategy continues to be based on a clear point of view about who the customers are for each of our brands and how best to create a unique shopping experience for them. With a focused real estate strategy, we’ve made specialty retail one of the fastest growing segments of our business. In the past two years, we have opened Ralph Lauren stores in locations ranging from Milan to Aspen. Our spectacular Ralph Lauren ﬂagship in Milan opened last fall to an overwhelmingly enthusiastic reception from Italian customers. Our newest store in Cannes has further extended our reach among inﬂuential shoppers in Europe. The success of these new stores afﬁrms our ongoing expansion strategy for the Ralph Lauren retail business. Rugby is our newest retail concept, and one that adds a unique dimension to our business. The Rugby collection — available only in our Rugby stores — is geared to young men and women between 18 and 25 who appreciate the Ralph Lauren aesthetic yet want a hipper silhouette and slimmer ﬁt. We opened our ﬁrst Rugby store in Boston last fall and have opened two additional stores in Chapel Hill, NC, and Charlottesville, VA. With more stores scheduled for next year, Rugby represents a growth opportunity for the future. There is great opportunity in Asia, and we have begun to build a substantial business there. As part of our expansion in the region, we will open a ﬂagship store in Japan in March 2006 in one of the most afﬂuent shopping neighborhoods in Tokyo. The Tokyo ﬂagship marks another extension of our global brand reach into the luxury marketplace. As we continue to push ahead with store expansion, we are looking to raise our retail margins with the right assortments and improved operational efﬁciencies. We are developing the right kind of real estate and store build-out models that will serve us well as we expand globally, and we are attracting the talent to manage that business on a global scale. With the Internet becoming an increasingly important distribution channel, our Polo.com joint venture is the perfect complement to our retail locations. Polo.com offers our customers a broad choice of apparel and home items as well as our innovative and extremely popular Create-Your-Own polo and oxford shirt programs. We have reﬁned our outlet store strategy in the past couple of years, increasing proﬁtability by offering a more limited distribution of Ralph Lauren products at higher prices, rather than by growing the number of outlet stores. To help protect the brand and to improve inventory sell-through in our outlet stores, we have also dramatically reduced inventory sold into the secondary channel. As we grow the Club Monaco brand in the United States, we are continuing to improve the operational efﬁciencies of this vertical retail concept and drive productivity with our shared-services model. Improving comp store sales at Club Monaco is a top priority. Having ﬁne-tuned our store and real estate strategy, we believe the Club Monaco name and merchandise could be an international concept. Our approach to specialty retail stores extends our vision of style and elegance, offering customers a unique and highly appealing experience in the ultimate environment. P21 BOSTON worldwide wholesale net sales POLO RALPH LAUREN fiscal 2005 worldwide wholesale net sales of polo ralph lauren products(1) (dollars in millions) fiscal 2005 worldwide wholesale net sales by geographic location(1) (dollars in millions) 1 men’s 2 women’s 3 accessories 4 fragrances 5 children’s 6 home $ 2,121 1,153 549 474 403 361 total $ 5,061 1 united states 2 europe 3 japan 4 pacific rim ⁄ south korea 5 other (Australia, Canada, South America, etc.) total $ 3,501 795 504 166 95 $ 5,061 (1) Represents the total wholesale net sales of Polo Ralph Lauren products generated by our wholesale operations and our licensing partners. Wholesale net sales for Ralph Lauren products sold by our licensing partners have been derived from information obtained from our licensing partners. Includes our wholesale sales of $1.7 billion and additional amounts representing transfers of products to our wholly-owned, full-price retail stores and to our wholly-owned outlet stores at wholesale prices. P28 POLO RALPH LAUREN operational review Fiscal 2005 was an outstanding year for Polo Ralph Lauren. We generated a 25% increase in revenues with strong operating performance. This is an afﬁrmation of our multi-year strategy of combining world-class design and marketing abilities with equally strong business processes and infrastructure to promote the long-term growth of our businesses. Our strategy is built around ﬁve major points. The ﬁrst is to ele- vate, enhance and promote our brands. Second, we look to improve the direct-to-customer experience whether it be at retail or Polo.com. Third, we continue to reﬁne our distribution and partnerships on a worldwide basis. Fourth, we always work to develop new ideas and new merchandise categories. And ﬁnally, to support all of that with world-class infrastructure, world-class people and world-class discipline. We have stayed focused and delivered results consistent with these goals. Polo Ralph Lauren operates in three integrated business segments: wholesale, retail and licensing. Our organization and infrastructure are designed to support the strategic initiatives in each of our businesses. Corporate overhead expenses are allo- cated to each segment based upon usage of corporate resources, and in Fiscal 2005 we changed our corporate overhead alloca- tions to reﬂect how we presently view the business. wholesale In Fiscal 2005, our wholesale segment had a terriﬁc year generating a 41% increase in sales. The primary growth drivers were Lauren, childrenswear and our European operations. Gross margin for the year increased more than 300 basis points, and operating income more than doubled. segment revenues ($ millions) 2,439 2,650 250 1,002 1,187 269 1,171 1,210 3,305 245 1,348 1,712 fy03 fy04 fy05 wholesale retail licensing segment operating income ($ millions) 397 390 200 31 166 191 56 143 542 159 83 300 fy03 fy04 fy05 wholesale retail licensing In wholesale, there are several key themes that run through all our brands, and we have developed a template to drive the entire business. This includes more direct control over the brand and its distribution, proper placement in the marketplace and increased proﬁtability through improved planning, selling and marketing through top doors. Our women’s pre-lines, which we introduced last summer, continue to do very well. More frequent ﬂow of products has improved sell-through and enhanced the shopping experience for our customers, in both our own stores and in our wholesale accounts. Lauren is a success by any measure. We elevated the Lauren brand and launched it into a crowded marketplace in the spring of 2004. Based on the short amount of time we had to get this line up and running, we are very pleased with the results. We’ve taken the learnings from the ﬁrst year and have had a terriﬁc spring 2005 as well. This performance is a testimony to the strength of the Lauren brand and the entire organization. rl-05 P29 POLO RALPH LAUREN operational review The integration of our childrenswear business, which we acquired last summer, has exceeded our expectations. We had a robust Easter and are positioned for a strong back-to-school season. This business is a signiﬁcant contributor to the wholesale segment’s proﬁtability. It is growing in Europe, and we expect it to contribute to our growth in Asia as well. We believe this merchandise category has unique worldwide opportunities. In menswear our key objective is to elevate our brand through improved merchandising, in-store presentation, marketing and sales support. We have made terriﬁc progress in the repositioning of our men’s Polo brand with improved full-price sell-through and margins. More limited distribution, elevated assortments, focus on larger doors and changing how we support our key partners is helping to improve performance. Building on the positive customer response to our expanded lifestyle Chaps for men line, we have begun to design in-house Chaps for women, a new classic sportswear look for missy sizes, and Chaps for boys, sizes four to 20. We will deliver these new lines in the spring of 2006 through a one-year exclusive arrangement with Kohl’s in all of their locations. With the growing organizational strength we have in Lauren and childrenswear, we have the conﬁdence and the infrastructure to successfully develop these lines in-house. retail Our retail sales grew 15% in Fiscal 2005, which was a 52-week year compared to a 53-week year in Fiscal 2004. Comparable store sales, adjusted for this one-week difference, were 6.3% for the year. Operating proﬁt increased 49% and operating margins improved 130 basis points. In retail, we have built a healthy business that continues to deliver strong comparable store sales growth while gaining in productivity and adding to our growing proﬁts. The Company’s retail strategy stands on its own merit but complements and supports our wholesale business as well. retail operating margins 6.1% 4.8% 3.1% fy03 fy04 fy05 We opened 20 new stores globally during Fiscal 2005 and plan to open another 20 in Fiscal 2006. We continue to look for choice locations that not only enhance our brands, enhance our image and support our wholesale distribution, but also add to our proﬁtability. Our real estate and store build-out skills will serve us well as we continue to push ahead with store expansion. We will raise our retail margins with more full-price selling and the leveraging of our shared-services expense base. By increasing our luxury assortments and increasing our exclusivity we continue to satisfy and delight the customer. During the past year we have built unique customer experiences in places like Milan, Aspen and Nantucket, all opening on time and on budget and performing to expectations. Our ﬂagship in Milan has helped increase the demand for our brand throughout western Europe. We’ve had a strong and growing customer response to Polo.com, which is now consolidated into our retail segment. And we see continued growth there as well. In addition to all of the above, we launched Rugby — a full-lifestyle collection for 18 to 25-year-old men and women — as a vertical concept. This is the right time to take a leadership role in connecting with this customer. The three stores we’ve opened to date have been very successful, and we plan to accelerate our store openings in Fiscal 2006. P30 rl-05 POLO RALPH LAUREN operational review Club Monaco complements what we do with our Ralph Lauren brands. It has a different customer proﬁle in a different age group. We closed the Toronto headquarters and completed the integration of back-ofﬁce and infra- structure systems into the Ralph Lauren systems. We opened six stores in Fiscal 2005 and plan to open about the same number of new stores in Fiscal 2006. licensing Our licensing segment consists of royalty revenues generated from our licensing alliances. Fiscal 2005 revenues decreased 9% primarily due to the absence of Lauren and childrenswear royalties, as those categories are now included in our wholesale business. However, towards the end of Fiscal 2005 we began to increase our licensing revenues primarily from our international licensing agreements and Chaps domestically. Our expansion into new product categories — sportswear, dress shirts, neckwear, luggage, underwear and denim — with our Chaps line for men has been very well received. In addition to our new Chaps for women and Chaps for boys initiatives, there are other Chaps product categories that we are considering, whether licensed or in-house. Our Home group continues to push forward with exclusive Ralph Lauren Home products in our stores. New home ﬂoors have opened in London and Milan. And our Lauren home products continue to develop new merchandising strategies for furniture, tabletop and textiles. We continue to see licensing as an important element of our business. We have employed successful strategies in our wholesale business and we’re partnering with our licensees to take the same approach to all our brands. new priorities We are a leader in apparel, home and childrenswear. Our goal is also to be a leader in accessories. The development of an accessories business will add an important piece to our luxury portfolio. We are assembling the right team and making investments in design and infrastructure to support an important long-term growth driver for the Company. Whether it’s the luxury assortments or the Lauren price point, there is huge opportunity for Ralph Lauren in accessories. The acquisition of our footwear license is the ﬁrst major step in moving down a more consistent worldwide path in this area. We will continue to invest in design and managerial talent to grow and expand this business. And we’re working closely with our accessories licensee partners to drive new fashion products throughout our various accessories categories. Our European consolidation is complete and we’re operating with a very focused strategy both in retail and wholesale. We had a strong year in Europe in Fiscal 2005 as we see the beneﬁts of the consolidation including development of common systems and the resultant improved on-time deliveries. We have a strong management team in place, and we continue to elevate the amount of fashion and luxury assortment in all points of our distribution. Our wholesale business is focused on doing more with existing accounts by extending our product offerings. We’ve opened a new luxury showroom in Milan, which has been extremely successful in displaying our product to international buyers who travel from all parts of Europe to purchase our new lines each season. P31 POLO RALPH LAUREN operational review In retail we believe there are approximately 60 appropriate store locations in Europe, and we have only developed 14 to date. We’re very excited about the future in Europe, and we continue to believe our business there can exceed $1 billion. Going forward, Asia will be getting a great deal of our time, energy and ﬁnancial support. Currently most of our business there is done through country licensed partners. But we have assumed responsibility for the manufacturing and production of most of our products sold in Asia, ﬂowing them through our sourcing organization to elevate the quality and ensure consistency. We will work more closely with our partners in Asia to elevate the level of luxury and fashion in all countries. We will also add marketing expertise in Asia so that our media and marketing strategies are better integrated into our global brand strategies. Our Tokyo ﬂagship will open in the spring of 2006 and has the potential to impact the business in Japan to the same degree that Milan did in Europe. Our business in Japan was built on Blue Label for men and women, so there is tremendous untapped upside by introducing Collection, Black Label, Purple Label, accessories and childrenswear. There is an appetite for high-end product that we have not yet even begun to satisfy — this part of the world has enormous potential for the Ralph Lauren brands. inventory turns 3.3x 3.2x 3.7x infrastructure The Company is committed to building a world-class infrastructure. While we have made strong progress, there’s still more to do. fy03 fy04 fy05 gross margin 49.5% 49.9% 51.0% Our primary focus remains on supply chain. From the front end — design and merchandising — through how and where we manufacture, we will integrate all of our worldwide products into a common standard to ensure worldwide quality, consistency and the best possible prices. We are in the middle of a new three-year systems project to support our global supply chain initiative. We expect all of these developments to bring goods faster to the market, resulting in the continuing improvement of gross margins and inventory turns. fy03 In Fiscal 2005, we continued to make good progress in managing our inventory levels. We improved our turnover this year to 3.7x and drove a 25% increase in sales on a 15% increase in invento- ry. We have generated over $1 billion more in sales in the past four years with approximately the same inventory levels. In Fiscal 2005, our gross proﬁt expanded 110 basis points, driven by higher sell-throughs due to strong product assortments and on-time deliveries. fy04 fy05 We have been successful because we remain consistent to our vision. Our Company has never been stronger and we will continue to be a leader across all products, regions and customer segments in Fiscal 2006 and beyond. P32 YEAR TWO THOUSAND FIVE financial report MANAGEMENT’S DISCUSSION AND ANALYSIS 34 DISCLOSURE CONTROLS AND PROCEDURES AND MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING 51 MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL STATEMENTS 53 REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 54 CONSOLIDATED FINANCIAL STATEMENTS 57 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 61 SELECTED FINANCIAL DATA 87 BOARD OF DIRECTORS AND MANAGEMENT 88 STOCKHOLDER INFORMATION 89 management’s discussion and analysis POLO RALPH LAUREN The following discussion and analysis is a summary and should be read together with our consolidated financial statements and the accompanying notes, which are included in this Annual Report. We use a 52-53 week fiscal year ending on the Saturday nearest March 31. References to “Fiscal 2005” represent the 52-week fiscal year ended 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. forward-looking statements Various statements contained in this Annual Report, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, forward-looking statements include words such as “expect,” “anticipate,” “believe,” “may,” “could” or “estimate.” These statements involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this Annual Report. Among the factors that could cause actual results to materially differ include, among others, changes in the competitive marketplace, including the introduction of new products or pricing changes by our competitors, changes in the economy and other events leading to a reduction in discretionary consumer spend- ing; risks associated with the Company’s dependence on sales to a limited number of large department store customers, including risks related to extending credit to customers; risks associated with the Company’s dependence on its licensing part- ners for a substantial portion of its net income and risks associated with a lack of operational and financial control over licensed businesses; risks associated with changes in social, political, economic and other conditions affecting foreign opera- tions or sourcing (including foreign exchange fluctuations) and the possible adverse impact of changes in import restrictions; risks associated with uncertainty relating to the Company’s ability to implement its growth strategies or its ability to successfully integrate acquired businesses; risks arising out of litigation or trademark conflicts, and other risk factors identified in the Company’s Form 10-K, 10-Q and 8-K Reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances. overview We operate in three integrated segments: wholesale, retail and licensing. Wholesale consists of women’s, men’s and children’s apparel. Teams comprising design, merchandising, sales and production staff work together to develop product groupings that are organized to convey a variety of design concepts. This segment includes the Polo Ralph Lauren product lines as well as 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 that sell our product through Ralph Lauren, Club Monaco full-price and outlet stores and Rugby full-price stores as well as Ralph Lauren Media, our 50% owned e-commerce joint venture, which sells product over the Internet. Licensing consists of product, international and home licensing alliances, each of which pay us royalties based upon sales of our product, and are generally 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. restatement of previously issued financial statements We have restated our prior years’ financial statements for the following items. As a result of the clarifications contained in the February 7, 2005 letter from the Office of the Chief Accountant of the Securities and Exchange Commission (“SEC”) to the Center for Public Company Audit Firms of the American Institute of Certified Public Accountants regarding certain specific lease accounting issues, we initiated a review of the Company’s lease accounting practices. Management and the Audit Committee of the Company’s Board of Directors determined that our accounting practices were incorrect with respect to rent holiday periods and the classification of landlord incentives and the related amortization. We have made all appropriate adjustments to correct these errors for all periods presented. In periods prior to the fourth quarter of fiscal 2005, we had recorded straight-line rent expense for store operating leases over the related store’s lease term beginning with the commencement date of store operations. Rent expense was not recognized during any build-out period. To correct this practice, we have adopted a policy in which rent expense is recognized on a straight-line over the store’s lease term commencing with the start of the build-out period (the effective lease-commencement date). The adoption of this policy resulted in a reduction in operating income of $2.9 million for Fiscal 2004 and a $2.4 million increase in operating income for Fiscal 2003. P34 management’s discussion and analysis POLO RALPH LAUREN Prior to the fourth quarter of Fiscal 2005, we had classified tenant allowances (amounts received from a landlord to fund leasehold improvement) as a reduction of property and equipment rather than as a deferred lease incentive liability. The amor- tization of these landlord incentives was originally recorded as a reduction in depreciation expense rather than as a reduction of rent expense. In addition, our statements of cash flow had originally reflected these incentives as a reduction of capital expendi- tures within cash flows from investing activities rather than as cash flows from operating activities. Correcting these items resulted in an increase to each of net property and equipment and deferred lease incentive liabilities of $11.4 million and $20.6 million, respectively, at April 3, 2004. Additionally, for each of the fiscal years in the two-year period ended April 3, 2004, the reclassification of the amortization of deferred lease incentives resulted in a decrease to rent expense and a corresponding increase to depreciation expense of $2.1 million and $0.9 million, respectively. A $5.5 million decrease was recorded to retained earnings as of March 30, 2002 as a result of this restatement. In January 2000, we formed Ralph Lauren Media, LLC as a joint venture with the National Broadcasting Company. Under this 30-year joint venture agreement, Ralph Lauren Media is owned 50% by the Company and 37.5% by NBC and 12.5% by ValueVision Media. We had used the equity method of accounting for our investment in the joint venture since its inception. On December 24, 2003, the Financial Accounting Standards Board (“FASB”) issued FIN 46R, which is applicable for financial statements issued for reporting periods ending after March 15, 2004. The Company considered the provisions of FIN 46R in its fiscal 2004 financial statements and made the determination that Ralph Lauren Media was a variable interest entity (“VIE”) under FIN 46R. At that time the Company also determined that it was not the primary beneficiary under FIN 46R and, there- fore, was not required to consolidate the results of Ralph Lauren Media. Upon subsequent review the Company has now concluded that its determination in 2004 was incorrect and that consolidation of Ralph Lauren Media into the Company’s financial statements was required as of April 3, 2004. The impact on the Company’s balance sheet as of April 3, 2004 is to increase assets by approximately $18 million and liabilities by approximately $9 million and minority interest by approximately $9 million. Previously, the Company accounted for this joint venture using the equity method of accounting, under which we recognized our share of Ralph Lauren Media’s operating results based on our share of ownership and the terms of the joint venture agreement. As a result, there is no impact from the consolidation on prior year’s reported earnings. We also corrected the classification of the net loss recorded on the disposal of property and equipment from the investing activities section to the operating activities section within the Statement of Cash Flows for Fiscal 2004 and Fiscal 2003. Further, upon review of the Fiscal 2004 Statements of Cash Flows, we concluded that certain foreign exchange results previ- ously classified as “Effect of exchange rate changes on cash and cash equivalents and net investment in foreign subsidiaries” should be classified as operating activities and have made these corrections as part of the restatement. See Notes 2 and 22 to our Consolidated Financial Statements included in this Annual Report for a summary of the effects of the restatements of previously issued financial statements to reflect the above items. The accompanying Management’s Discussion and Analysis of Financial Condition and Results of Operations gives effect to these restatements. fiscal 2005 overall results During Fiscal 2005, overall revenue increased $655.8 million, or 24.7%, primarily as a result of the acquisition of the Childrenswear business, the presence of the Lauren line in our wholesale segment for a full year and strong growth in our retail segment, partially offset by sales declines in our Men’s wholesale business due to a planned reduction in off price sales. Our licens- ing revenue decreased $24.1 million, or 9.0%, as a result of loss of licensing income from the Lauren and Childrenswear labels. Gross profit increased $361.2 million, or 27.3%, and our gross margin as a percentage of sales (gross margin rate) increased to 51.0% from 49.9% in Fiscal 2004. The increasing gross margin rate reflects the benefits of advertising, improved product mix and a continued focus on inventory management, partially offset by decreases in licensing income as a result of the acquisition of the Lauren and Childrenswear lines. Operating expenses increased $349.7 million or 33.9%, primarily as a result of litigation charges recorded in the amount of $106.2 million and the addition of expenses associated with the Childrenswear business, a full year’s expenses for the Lauren business and increased operating expenses associated with our growth in retail sales. During Fiscal 2005, we recorded restructuring charges of $2.3 million. These charges are primarily composed of additional severance costs for the consolidation of our European business. Our international operating results were affected by foreign exchange rate fluctuations. However, the increase in net sales due to the strengthening Euro and Canadian dollar was generally offset by a comparable increase in cost of sales and operating expenses. rl-2005 P35 management’s discussion and analysis POLO RALPH LAUREN balance sheet Our financial position remains strong. Our cash and cash equivalents decreased to $350.5 million and our cash and cash equivalents net of debt position decreased $15.5 million, primarily as a result of the purchase of the Childrenswear business and an increase in our debt due to the strengthening of the Euro. Cash flow from operations increased by $168.4 million primarily as a result of increased sales and gross profits. We intend to pay the approximately $110 million purchase price for the pending purchase of our footwear licensee out of our cash and cash equivalents. recent developments As described in Item 1 – Business – “Recent Developments” and Item 3 – “Legal Proceedings” in the Form 10-K, we have recorded a reserve of $100.0 million in connection with our litigation with Jones Apparel Group, Inc. over the termination of the Lauren product line license previously held by Jones. On March 24, 2005, the Appellate Division of the New York Supreme Court affirmed the lower Court’s orders in favor of Jones. We filed a motion with the Appellate Division for reargument and/or permission to appeal its decision to the New York Court of Appeals, and on June 23, 2005, the Appellate Division denied our request for reargument but granted our motion for leave to appeal to the Court of Appeals. If the Court of Appeals does not reverse the Appellate Division’s decision, the case will go back to the lower Court for a trial on damages. Although we intend to continue to defend the case vigorously, in light of the Appellate Division’s decision we recorded a charge of $100.0 million dur- ing Fiscal 2005 to establish a reserve for this litigation. This charge represents management’s best estimate at this time of the loss incurred. No discovery has been held, and the ultimate outcome of this matter could differ materially from the reserved amount. Jones is seeking compensatory damages of $550.0 million plus punitive damages relating to our alleged tortuous inter- ference in the non-compete and confidentiality provisions of Jackwyn Nemerov’s former employment agreement with Jones. If Jones were to be awarded the full amount of damages it seeks, the award would have a material adverse effect on our results of operations and financial position. The royalties that we received pursuant to the “Lauren” license agreements and “Ralph” license agreements represented rev- enues of approximately $23.0 million and $3.9 million, respectively, in Fiscal 2004 prior to the termination of these licenses on December 31, 2003 and $37.4 million and $5.3 million respectively during Fiscal 2003. In total, royalties received from Jones (consisting solely of royalties from the “Polo Jeans” license agreements, since the termination of the Lauren and Ralph licenses), accounted for 7.2%, 17.2% and 27.2% of our aggregate licensing revenue for Fiscal 2005, Fiscal 2004 and Fiscal 2003, respectively. As described in more detail in Note 21 to our Consolidated Financial Statements included in this Annual Report, we are sub- ject to various claims relating to an alleged security breach of our retail point of sale system, including fraudulent credit card charges, the cost of replacing cards and related monitoring expenses and other related claims. We are unable to predict the extent to which further claims will be asserted. We have contested and will continue to vigorously contest the claims made against it and continue to explore its defenses and possible claims against others. We have established a reserve of $6.2 million on our balance sheet relating to this matter, representing management’s best estimate at this time of the loss incurred. The ultimate outcome of this matter could differ from the amounts recorded. While that difference could be material to the results of operations for any affected reporting period, it is not expected to have a material impact on consolidated financial position or liquidity. In June 2003, one of our licensing partners, WestPoint Stevens, Inc., and certain of its affiliates (“WestPoint”) filed a voluntary petition for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code. WestPoint produces bedding and bath product in our Home Collection. On December 19, 2003, the United States Bankruptcy Court approved an amended licens- ing agreement between WestPoint and us, which provides for the same royalty rate and minimum royalties that are not materially lower than under the previous agreement. On June 24, 2005, American Real Estate Properties, LP, an entity controlled by investor Carl Icahn, won the U.S. Bankruptcy Court approved bidding process for WestPoint’s assets, subject to final confirmation at a hearing to be held August 17, 2005. The Company believes that the new owners will continue the relationship on satisfactory terms. The contract with WestPoint Stevens expires in December of 2005. recent acquisitions On May 23, 2005, the Company entered into a definitive agreement with Reebok International, Ltd to acquire all the issued and outstanding shares of capital stock of Ralph Lauren Footwear Co., Inc, the global licensee for men’s, women’s and children’s footwear, as well as certain foreign assets owned by affiliates of Reebok International Ltd (collectively, the “Footwear Business”). The purchase price for the acquisition of the Footwear Business will be approximately $110 million in cash payable at closing, subject to certain closing adjustments. Payment of the purchase price will be funded by cash on hand and lines of credit as P36 rl-2005 management’s discussion and analysis POLO RALPH LAUREN required. In addition, the Footwear Licensee and certain of its affiliates have entered into a transition services agreement with us to provide a variety of operational, financial and information systems services over a period of twelve to eighteen months. The closing of the proposed transaction is subject to customary conditions, including the receipt of certain third-party con- sents and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The closing of the transaction is anticipated to occur in July 2005. On July 2, 2004, we completed the acquisition of certain assets of RL Childrenswear Company, LLC for a purchase price of approximately $263.5 million including transaction costs. The purchase price includes deferred payments of $15 million over the next three years, and we have agreed to assume certain liabilities. Additionally, we agreed to pay up to an additional $5 mil- lion in contingent payments if certain sales targets are attained. During the third quarter, we recorded a $5 million liability for this contingent purchase payment because we believe it is probable the sales targets will be achieved. This amount was recorded as an increase in goodwill. RL Childrenswear Company, LLC was our licensee holding the exclusive licenses to design, manufac- ture, merchandise and sell newborn, infant, toddler and girls and boys clothing in the United States, Canada and Mexico. In connection with this acquisition, we recorded fair values for assets and liabilities as follows: inventory of $26.6 million, property and equipment of $7.5 million, intangible assets, consisting of non-compete agreements, valued at $2.5 million and customer relationships, valued at $29.9 million, other assets of $1.0 million, goodwill of $208.3 million and liabilities of $12.3 million. The results of operations for the Childrenswear line for the period are included in the consolidated results of operations commencing July 2, 2004, for the year ended April 2, 2005. 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 final purchase price allocation and the resulting effect on net income may differ significantly from the unaudited pro forma amounts included herein. The following pro forma amounts reflect adjustments for purchases made by us from Childrenswear, licensing royalties paid to us by Childrenswear, amortization of the non-compete agreements, lost interest income on the cash used for the purchase and the income tax effect based upon unaudited pro forma effective tax rate of 35.5% in Fiscal 2005 and Fiscal 2004. The unau- dited 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 include material nonrecurring charges of approximately $7.4 million that are recorded within Cost of goods sold related to the write up to fair value of inventory as part of the preliminary purchase price allocation. for the year ended: (Dollars in thousands, except per share data) NET REVENUE NET INCOME NET INCOME PER SHARE - BASIC NET INCOME PER SHARE - DILUTED restructurings april 2, 2005 (Unaudited) $ 3,359,168 195,338 1.92 1.88 $ $ april 3, 2004 (Unaudited) $ 2,858,458 186,164 1.88 1.84 $ $ 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. The major initiatives of the plan included the following: consolidation of our headquarters from five cities in three countries to one location, the consolidation of our European logistics operations to Italy and the migration of all European information systems to a standard global system. In connection with the implementation of this plan, the Company recorded a restructuring charge of $2.1 million, $7.9 million and $14.4 million during Fiscal 2005, Fiscal 2004 and Fiscal 2003, respectively. $23.3 million had been paid through April 2, 2005 in connection with this implementa- tion. The remaining balance which consists primarily of lease termination costs will be paid over the life of the lease. During Fiscal 2001, we implemented the 2001 Operational Plan. Due to real estate market factors that were less favorable than originally estimated, we recorded an additional $10.4 million charge during Fiscal 2004. The remaining balance which consists primarily of lease termination costs will be paid over the life of the lease. P37 management’s discussion and analysis POLO RALPH LAUREN results of operations The table below sets forth results in millions of dollars and the percentage relationship to net revenues of certain items in our consolidated statements of income for our last three fiscal years: fiscal year ended: (Dollars in millions) net sales licensing revenue net revenues gross profit selling, general and administrative expenses restructuring charge income from operations foreign currency ⁽gains⁾ losses interest expense income before provision for income taxes and other expense ⁽income⁾ provision for income taxes other expense ⁽income⁾, net net income $ $ april 2, 2005 april 3, 2004 march 29, 2003 april 2, 2005 april 3, 2004 march 29, 2003 $ 2,380.9 268.8 2,649.7 1,323.3 $ 2,189.3 250.0 2,439.3 1,207.6 3,060.7 244.7 3,305.4 1,684.5 1,382.5 2.3 299.7 (6.1) 6.4 1,032.9 19.5 270.9 1.9 10.0 299.4 107.4 1.6 190.4 259.0 93.9 (4.1) 169.2 $ $ 902.4 14.4 290.8 0.5 13.5 276.8 101.1 – 175.7 92.6% 7.4 100.0 51.0 41.8 0.1 9.1 (0.2) 0.2 9.1 3.3 0.0 5.8% 89.9% 10.1 100.0 49.9 39.0 0.7 10.2 – 0.4 9.8 3.5 (0.1) 6.4% 89.8% 10.2 100.0 49.5 37.0 0.6 11.9 – 0.6 11.3 4.1 – 7.2% fiscal 2005 compared to fiscal 2004 Net Revenues Net revenues for Fiscal 2005 were $3.3 billion, an increase of $655.8 million over net revenues for Fiscal 2004. Wholesale revenues primarily increased as a result of the sale of Lauren and Childrenswear products. These increases were par- tially offset by decreased sales elsewhere in our wholesale business primarily driven by planned reductions in off-price sales in our men’s, women’s and European business as well as the loss of the Lauren and Ralph royalties from Jones. The increase in net revenues was also caused by increases in our retail segment as a result of our improved comparable retail store sales, continued store expansion and the favorable impact of the strengthening Euro. Net revenues for our business segments are provided below. fiscal year ended (Dollars in thousands) NET REVENUES: WHOLESALE RETAIL LICENSING TOTAL NET REVENUE april 2, 2005 april 3, 2004 increase ⁄ ⁽decrease⁾ percent change $ $ 1,712,040 1,348,645 244,730 3,305,415 $ $ 1,210,397 1,170,447 268,810 2,649,654 $ $ 501,643 178,198 (24,080) 655,761 41.4% 15.2 (9.0) 24.7% Wholesale net sales – the increase primarily reflects: • an incremental increase from the Lauren line of approximately $280.5 million in the current year due to the inclusion of a full year’s sales versus one quarter’s sales in the prior year; • inclusion of sales from the newly acquired Childrenswear line of $180.2 million commencing July 2, 2004; • a $51.2 million decrease in the domestic Men’s wholesale business, which resulted from a planned reduction in off-price sales and a reduction in spring sales due to a planned reduction of sales to lower margin customers; and • increases in the European wholesale business of approximately $37.4 million on a constant dollar basis, as well as a $28.4 million favorable impact due to a stronger Euro in the current period. Retail net sales – the increase primarily reflects: • a $21.2 million, or 5.5%, increase in comparable full-price store sales and a $27.5 million, or 3.9%, increase in comparable outlet store sales. Sales increased $16.3 million, or 4.2%, in comparable full-price stores and $21.8 million, or 3.1%, in compa- rable outlet stores on a constant dollar basis. Excluding the extra week in Fiscal 2004, comparable store sales increased 6.1% and 4.9% in full-price and outlet stores, respectively, on a constant dollar basis. Comparable store sales information includes both Ralph Lauren stores and Club Monaco stores. • the inclusion of $60.6 million of sales as a result of consolidation of RL Media. • worldwide store expansion. During Fiscal 2005, the Company added 30 stores and closed 13 stores. Our total store count at April 2, 2005 was 278 stores compared to 261 stores at April 3, 2004. P38 management’s discussion and analysis POLO RALPH LAUREN • the stronger Euro during the current year, which accounted for approximately $14.7 million of the increase in net sales. Licensing revenue – the decrease primarily reflects: • the elimination of $34.6 million of royalties from our domestic licensing business due to the acquisition of the Childrenswear business and a full year without royalties from the Lauren licensee. • a $13.1 million increase in international licensing. Gross Profit Gross profit increased $361.2 million, or 27.3%, for Fiscal 2005 compared to Fiscal 2004. Gross profit as a per- centage of net revenues increased to 51.0% from 49.9% primarily as a result of improved margins in our wholesale and retail businesses driven by reduced markdowns and our inventory management initiatives. Partially offsetting these improvements is the loss of licensing revenues from the Lauren and Childrenswear lines. Selling, General and Administrative Expenses SG&A increased $349.7 million, or 33.9%, to $1.383 billion during Fiscal 2005 from $1.033 billion in Fiscal 2004. SG&A as a percent of net revenues increased to 41.8% from 39.0%. The increase in SG&A was primarily driven by: • the charge of $100.0 million recorded in connection with the Jones litigation and the charge of $6.2 million recorded in connection with the credit card matter. • higher selling salaries and related costs of $84.8 million, on a constant dollar basis, in connection with the increase in retail sales and worldwide store expansion. • approximately $19.8 million of the increase in SG&A was due to the impact of foreign currency exchange rate fluctua- tions, primarily as a result of the strengthening of the Euro in Fiscal 2005. • expenses of $29.6 million as a result of the consolidation of Ralph Lauren Media. • incremental expenses of $22.3 million associated with a full year’s activity in the Lauren wholesale business, exclusive of additional corporate and overhead expenses incurred and reduced royalty revenues received. • expenses of $37.8 million associated with the newly acquired Childrenswear business. Restructuring Charge We recorded restructuring charges of $2.3 million during Fiscal 2005, compared to restructuring charges of $19.6 million during Fiscal 2004. The Fiscal 2005 restructuring charge is primarily comprised of additional contract termination and severance costs related to the consolidation of our European business operations. Income (Loss) from Operations Income from operations increased $28.8 million, or 10.6%, in Fiscal 2005 compared to Fiscal 2004. This increase was primarily driven by an increase in wholesale and retail operating profits that was partially offset by an increase in SG&A costs driven by the items noted above. These increases were partially offset by a decrease in the licensing seg- ment’s profits due to the loss of the Lauren and Childrenswear royalties. Income from operations was not significantly impacted by the stronger Euro and Canadian dollar, because the increased sales resulting from exchange rate fluctuations were substantially offset by a comparable increase in expenses. Income from operations for our business segments are provided below. fiscal year ended (Dollars in thousands) INCOME (LOSS) FROM OPERATIONS: WHOLESALE RETAIL LICENSING LESS: UNALLOCATED CORPORATE EXPENSE UNALLOCATED LEGAL AND RESTRUCTURING CHARGES INCOME FROM OPERATIONS april 2, 2005 april 3, 2004 increase ⁄ ⁽decrease⁾ percent change $ $ 299,710 82,788 159,537 542,035 (133,809) (108,541) 299,685 $ $ 143,080 55,717 191,575 390,372 (99,915) (19,566) 270,891 $ $ 156,630 27,071 (32,038) 151,663 (33,894) 109.5% 48.6 (16.7) 38.9 (33.9)% • Wholesale operating income increased primarily as a result of incremental net sales in our newly acquired Childrenswear business and a full year of activity in the Lauren business. • Retail operating income increased primarily as a result of increased net sales and improved gross profits as a percentage of net revenues. These increases were partially offset by the increase in selling salaries and related costs in connection with the increase in retail sales and worldwide store expansion. • Licensing income decreased primarily due to the loss of the Lauren and Childrens royalties. This decrease was partially offset by improvements in our international licensing business. • Unallocated corporate expenses increased primarily as a result of increased stock compensation expense and increased bonus accrual resulting from our increased operating income. Foreign Currency (Gains) Losses The effect of foreign currency exchange rate fluctuations resulted in a gain of $6.1 million during Fiscal 2005, compared to a $1.9 million loss during Fiscal 2004. These gains are unrelated to the impact of changes in the value of the dollar when operating results of our foreign subsidiaries are converted to U.S. dollars. rl-2005 P39 management’s discussion and analysis POLO RALPH LAUREN Interest Expense, Net Interest expense decreased to $6.4 million in Fiscal 2005 from $10.0 million for Fiscal 2004. This decrease was due to the repayment of approximately $100.0 million of short-term borrowings during Fiscal 2004, as well as decreased interest rates as a result of the interest rate swaps described in “Liquidity and Capital Resources – Derivative Instruments.’’ Provision for Income Taxes The effective tax rate was 35.9% for Fiscal 2005, compared to 36.2% for Fiscal 2004. Other Expense (Income), Net Other expense (income) net was $1.6 million for Fiscal 2005. This reflects $6.4 million of income related to our 20% equity interest in Impact21, the company that holds the sublicenses for the Polo Ralph Lauren men’s, women’s and jeans business in Japan, net of $3.8 million of minority interest expense associated with our Japanese master license, both of which were acquired in February 2003 (excluding the additional 2% equity interest in the entity that holds the sublicenses that we acquired in May 2003). Also included in Fiscal 2005 is $4.2 million of minority interest expense for Ralph Lauren Media. Net Income Net income increased for Fiscal 2005 to $190.4 million from $169.2 million for Fiscal 2004, or 5.8% and 6.4% of net revenues, respectively. Earnings per share on a fully diluted basis increased by $0.15 to $1.83 per share as a result of the increase in net income for the reasons previously discussed partially offset by an increase in diluted shares outstanding of 3.1 million due to the exercise of stock options, a higher average stock price and the award of restricted stock units to executives. fiscal 2004 compared to fiscal 2003 Net Revenues Net revenues for Fiscal 2004 were $2.650 billion, an increase of $210.3 million over net revenues for Fiscal 2003. This increase was primarily due to increases in our retail segment as a result of our improved comparable retail store sales, continued store expansion and the favorable impact of the strengthening Euro and Canadian dollar. Also contributing to the sales increase was the 53rd week in Fiscal 2004 compared to 52 weeks in Fiscal 2003. The 53rd week was responsible for an estimated $39.5 million of the sales increase. Further influencing the increase in net revenues were overall increases in licensing revenues driven by the incremental effect of the consolidation of revenues from the Japanese master license and improved results in the footwear business. Additionally, wholesale revenues increased as a result of the sale of Lauren products commenc- ing in the third quarter of fiscal year 2004. These increases were partially offset by decreased sales in our wholesale business primarily driven by planned reductions in off price sales in our men’s, women’s and European business as well as the loss of the Lauren and Ralph royalties from Jones. Net revenues for our business segments are provided below. fiscal year ended (Dollars in thousands) NET REVENUES: WHOLESALE RETAIL LICENSING TOTAL NET REVENUE april 3, 2004 march 29, 2003 increase ⁄ ⁽decrease⁾ percent change $ $ 1,210,397 1,170,447 268,810 2,649,654 $ $ 1,187,363 1,001,958 250,019 2,439,340 $ $ 23,034 168,489 18,791 210,314 1.9% 16.8 7.5 8.6% Wholesale net sales increased primarily due to: • the addition of the Lauren line, which accounted for net sales of approximately $109.8 million in the current year, partially offset by: • a $60.4 million decrease in the domestic Men’s wholesale business, which resulted from a planned reduction in off-price sales and a reduction in spring sales due to a planned reduction of sales to lower margin customers. • the elimination of the women’s Ralph Lauren Sport line, which accounted for net sales of approximately $12.3 million in the prior year. • decreases in the European wholesale business, primarily due to the soft economic conditions in Europe, of approxi- mately $65.4 million on a constant dollar basis, offset by a $45.1 million favorable impact due to a stronger Euro in the current period. Retail net sales increased primarily as a result of: • a $43.7 million, or 14.4%, increase in comparable full-price store sales and a $48.8 million, or 7.6%, increase in comparable outlet store sales on a constant dollar basis. Excluding the extra week in Fiscal 2004, comparable store sales increased 12.2% and 5.7% in full-price and outlet stores, respectively, on a constant dollar basis. Comparable store sales for the 53 weeks increased 18.0% and 8.8% for the full-price stores and the outlet stores, respectively, while comparable store sales on a 52 week basis increased 15.8% for full-price stores and 6.9% for outlet stores. Comparable store sales information includes both Ralph Lauren stores and Club Monaco stores. • worldwide store expansion. During Fiscal 2004, the Company added 15 stores and closed 7 stores. Our total store count at April 3, 2004 was 261 stores compared to 253 stores at March 29, 2003. P40 rl-2005 management’s discussion and analysis POLO RALPH LAUREN • the stronger Euro and Canadian dollar in the current period, accounted for approximately $27.0 million of the increase in net sales. Licensing revenue – the increase primarily reflects: • a $27.5 million increase in international licensing primarily due to the incremental effect of the consolidation of revenues from the Japanese master license. • $3.5 million increase in domestic licensing due to improvements in the footwear business. • the loss of $15.8 million of Lauren and Ralph royalties from Jones compared to the prior year. Gross Profit Gross profit increased $115.7 million, or 9.6%, for Fiscal 2004 compared to Fiscal 2003 primarily as a result of the increases discussed above. Gross profit as a percentage of net revenues increased to 49.9% from 49.5%. This increase reflects a change in business mix, with retail sales representing 44.2% of revenues in Fiscal 2004 compared to 41.1% in Fiscal 2003 and improved margins in our Ralph Lauren and Club Monaco retail stores. The increasing gross profit rate also reflects higher real- ized sales dollars resulting from a combination of improved product mix as well as the benefits of advertising and targeted marketing. The rate improvement also reflects a continued focus on inventory management. Although our inventory balance at April 2, 2005 is approximately the same as it was at April 3, 2004, this primarily reflects the appreciation of the Euro, inventories related to our Lauren wholesale business and increased levels of inventory related to our retail growth offset by decreases in inventory in other lines of business. Selling, General and Administrative Expenses SG&A increased $130.6 million, or 14.5%, to $1.033 billion during Fiscal 2004 from $902.3 million during Fiscal 2003. SG&A as a percent of net revenues increased to 39.0% from 37.0%. The increase in SG&A was primarily driven by: • Higher selling salaries and related costs of $48.7 million, exclusive of the effect of foreign currency exchange rate fluctua- tions in connection with the increase in retail sales and worldwide store expansion. • Approximately $30.4 million of the increase in SG&A was due to the impact of foreign currency exchange rate fluctuations, primarily as a result of the strengthening of the Euro and Canadian dollar in Fiscal 2004. • Expenses of $28.1 million associated with the Lauren wholesale business, exclusive of additional corporate and overhead expenses incurred and reduced royalty revenues received. • $19.0 million of increased international licensing SG&A primarily due to the consolidation of incremental expenses relating to the Japanese master license. Restructuring Charge We recorded restructuring charges of $19.6 million during Fiscal 2004, compared to restructuring charges of $14.4 million during Fiscal 2003. The Fiscal 2004 restructuring charge is comprised of an additional $10.4 million for lease termination costs primarily associated with two Club Monaco retail properties included in our 2001 Operational Plan due to real estate market factors that were less favorable than originally estimated, $7.9 million for additional contract termination and severance costs related to the consolidation of our European business operations (approximately $6.7 million for the wholesale business and $1.2 million for the retail business) and $1.3 million for lease termination and asset write-offs associated with the March 2004 decision to close our RRL stores. The Fiscal 2003 restructuring charge of $14.4 million related to severance and contract termination costs in connection with the consolidation of our European business operations. Income (Loss) from Operations Income from operations decreased $20.0 million, or 6.9%, in Fiscal 2004 compared to Fiscal 2003. This decrease was primarily driven by a decrease in wholesale operating profits, restructuring charges, the decrease in Lauren and Ralph royalties from Jones following the license termination in December 2003 and the start up expenses associated with the Lauren line. These decreases were partially offset by an increase in the retail segment’s profits. Income from operations was not significantly impacted by the stronger Euro and Canadian dollar in Fiscal 2004 because the increased sales resulting from exchange rate fluctuations were substantially offset by a comparable increase in expenses. Income from operations for our business segments are provided below. fiscal year ended (Dollars in thousands) INCOME (LOSS) FROM OPERATIONS: WHOLESALE RETAIL LICENSING LESS: UNALLOCATED CORPORATE EXPENSE UNALLOCATED RESTRUCTURING CHARGE INCOME FROM OPERATIONS april 3, 2004 march 29, 2003 increase ⁄ ⁽decrease⁾ percent change $ $ 143,080 55,717 191,575 390,372 (99,915) (19,566) 270,891 $ $ 166,016 30,707 200,189 396,912 (91,614) (14,443) 290,855 $ $ (22,936) 25,010 (8,614) (6,540) (8,301) (13.8)% 81.4 (4.3) (1.6) (9.1)% P41 management’s discussion and analysis POLO RALPH LAUREN Wholesale operating income decreased primarily as a result of decreased net sales in our domestic Men’s business and European wholesale operations. The incremental effect of Lauren sales in the fourth quarter on our wholesale business’ income from operations was largely offset by start up and ordinary operating expenses associated with the Lauren wholesale business. Retail operating income increased primarily as a result of increased net sales and improved gross profits as a percentage of net revenues. These increases were partially offset by the increase in selling salaries and related costs in connection with the increase in retail sales and worldwide store expansion. Licensing income decreased primarily due to the loss of the Lauren and Ralph royalties from Jones. This decrease was partially offset by improvements in the footwear business and by the inclusion of the operations of the Japanese Master License. Foreign Currency (Gains) Losses The effect of foreign currency exchange rate fluctuations resulted in a loss of $1.9 million during Fiscal 2004, compared to a $0.5 million loss during Fiscal 2003. These losses primarily related to transaction losses on unhedged inventory purchases and royalty payments in Europe resulting from increases in the value of the Euro compared to the dollar. These losses are unrelated to the impact of changes in the value of the dollar when operating results of our foreign subsidiaries are converted to U.S. dollars. In the prior period, these losses primarily related to transaction losses on the unhedged portion of our Euro denominated debt caused by appreciation of the Euro until we entered into the cross currency swap in June 2002, which were partially offset by $1.3 million of gains recorded on the Japanese forward contracts that we entered into in November of 2002. Interest Expense Interest expense decreased to $10.0 million in Fiscal 2004 from $13.5 million for Fiscal 2003. This decrease was due to the repayment of approximately $100.0 million of short-term borrowings during Fiscal 2004, as well as decreased interest rates as a result of the May 2003 interest rate swap described in “Liquidity and Capital Resources – Commitments – Derivative Instruments.” Provision for Income Taxes The effective tax rate was 36.2% for Fiscal 2004 compared to 36.5% for Fiscal 2003. Other (Income) Expense, Net Other (income) expense, net was $(4.1) million for Fiscal 2004. This reflects $5.5 million of income related to the 20% equity interest in the company that holds the sublicenses for the Polo Ralph Lauren men’s, women’s and jeans business in Japan, net of $1.4 million of minority interest expense associated with our Japanese master license, both of which were acquired in February 2003 (except for the additional 2% equity interest in the entity that holds the sublicenses that we acquired in May 2003). Net Income Net income decreased for Fiscal 2004 to $169.2 million from $175.7 million for Fiscal 2003, or 6.4% and 7.2% of net revenues, respectively. Earnings per share on a fully diluted basis decreased by $0.09 to $1.68 per share as a result of the decrease in net income for the reasons previously discussed and an increase in diluted shares outstanding of 1.7 million due to the exercise of stock options, a higher average stock price and the award of restricted stock units to executives. 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, acquisitions, construction and renovation of shop-within-shops, investment in the tech- nological upgrading of our distribution centers and information systems, expenditures related to retail store expansion, 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, credit facilities and other borrowings. We anticipate funding the approximately $110 million purchase price of the pending Footwear Business through the use of our cash and cash equivalents. fiscal 2005 compared to fiscal 2004 We ended Fiscal 2005 with $350.5 million in cash and cash equivalents and $291.0 million of debt outstanding compared to $352.3 million and $277.3 million of cash and cash equivalents and debt outstanding, respectively, at April 3, 2004. This repre- sents a $15.5 million decrease in our cash net of debt position over the last twelve months which is primarily attributable to the following factors: the use of $241.9 million of cash to purchase the Childrenswear business and an increase in Euro debt of $13.6 million as a result of the strengthening of the Euro, partially offset by increased cash flow from operations and increased proceeds received from the exercise of stock options. Additionally, capital expenditures were $174.1 million for Fiscal 2005 compared to $126.3 million in Fiscal 2004. As of April 2, 2005, we had $291.0 million outstanding in long-term Euro debt based on the year-end Euro exchange rate, an increase of $13.6 million from Fiscal 2004. The increase was entirely due to changes in the Euro to Dollar exchange rate. We were also contingently liable for $29.8 million in outstanding letters of credit primarily related to commitments for the purchase of inventory. The weighted-average interest rate on our borrowings at April 2, 2005 was 3.4%. P42 management’s discussion and analysis POLO RALPH LAUREN Accounts receivable increased $14.0 million primarily as a result of the inclusion in Fiscal 2005 of $30.4 million in Childrenswear accounts receivable and a $7.4 million impact of the strengthening Euro, partially offset by decreases in accounts receivable in our Lauren and Men’s divisions resulting from the timing of payments. Inventories increased $56.9 million in Fiscal 2005. The inception of the Childrenswear line was responsible for a $23.4 million increase, our Men’s business had an increase in inventory of $17.8 million, primarily as a result of increased summer bookings. The strengthening of the Euro caused a $6.7 million increase in inventory. Accounts payable decreased $4.5 million compared to Fiscal 2004 primarily as result of a $12.7 million decrease in our Lauren business, partially offset by increases in other areas. Accrued expenses increased $129.1 million from Fiscal 2004, primarily as a result of the accrual of $100.0 million for a reserve relating to the Jones litigation as well as the addition of the Childrenswear label and increases in Europe due to the timing of year end invoice receipts. Net Cash Provided by Operating Activities Net cash provided by operating activities increased to $382.0 million during Fiscal 2005 compared to $213.6 million in Fiscal 2004. This $168.4 million increase in cash flow was driven primarily by the year-over- year increases in sales and gross profit. During Fiscal 2003, we completed a strategic review of our European business 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 $6.2 million during the year ended April 2, 2005. We also had cash outlays of $2.4 million during Fiscal 2005 in connection with our 2001 restructuring plan, primarily related to lease termination costs. It is expected that the remaining liabilities of both plans will be paid in accordance with contract terms. Net Cash Used in Investing Activities Net cash used in investing activities was $417.4 million in Fiscal 2005, as compared to $134.5 million in Fiscal 2004. Both the Fiscal 2005 and Fiscal 2004 net cash used primarily reflected capital expenditures related to retail expansion and upgrading our systems and facilities, as well as shop-within-shop expenditures. The Fiscal 2005 net cash used also reflects $241.9 million for the purchase of our Childrenswear business. Our anticipated capital expenditures for Fiscal 2006 approximate $175 million. Net Cash Provided by Financing Activities Net cash provided by financing activities was $31.5 million in Fiscal 2005 compared to $76.4 million used in Fiscal 2004. Cash provided by financing activities during Fiscal 2005, consisted of the payment of $21.7 million in dividends, offset by proceeds of $54.3 million from the exercise of stock options. Cash used during Fiscal 2004 primarily consisted of net repayment of short-term borrowings of $100.9 million and the payment of $14.8 million in dividends, partially offset by the $40.4 million of proceeds from the exercise of stock options. fiscal 2004 compared to fiscal 2003 We ended Fiscal 2004 with $352.3 million in cash and cash equivalents and $277.3 million of debt outstanding compared to $343.6 million and $349.4 million of cash and cash equivalents and debt outstanding, respectively, at March 29, 2003. This rep- resents an $80.8 million increase in our cash net of debt position over the last twelve months which is primarily attributable to the following factors: (i) reduced spending on acquisitions and investments, (ii) increased proceeds received from the exercise of stock options, (iii) partially offset by reduced cash flows from operations and an increase in Euro debt of $28.9 million as a result of the strengthening of the Euro. Additionally, capital expenditures were $126.3 million for Fiscal 2004 compared to $102.4 million in Fiscal 2003. As of April 3, 2004, we had $277.3 million outstanding in long-term Euro debt based on the year-end Euro exchange rate, an increase of $28.9 million from Fiscal 2003. The increase was entirely due to changes in the Euro to Dollar exchange rate. We were also contingently liable for $35.3 million in outstanding letters of credit primarily related to commitments for the pur- chase of inventory. The weighted-average interest rate on our borrowings at April 2, 2005 was 3.8%. Accounts receivable increased $65.9 million primarily as a result of the inception of sales under the Lauren label and the strengthening of the Euro. $86.5 million of the increase was due to Lauren and $13.2 million was due to the change in the value of the Euro. These increases were partially offset by decreases in accounts receivable in our other wholesale divisions resulting from sales decreases and the timing of payments. Inventories decreased $9.4 million in Fiscal 2004. The inception of the Lauren line was responsible for a $34.1 million increase and the strengthening of the Euro caused a $14.3 million increase in inventory. These increases were more than offset by reductions in inventory in our retail and Men’s wholesale business as a result of improvements in our supply chain forecast- ing and management and reduced inventory requirements in our Men’s business as a result of planned reductions in sales. Other current assets increased $34.7 million from Fiscal 2003 primarily as a result of increases in European Value Added Tax receivables and the effect of the timing of the fiscal year end on prepaid items. rl-2005 P43 management’s discussion and analysis POLO RALPH LAUREN Accounts payable increased $7.5 million compared to Fiscal 2003 primarily as result of the addition of the Lauren line partially offset by reductions in our Men’s line due to a decrease in inventory purchases and reductions in Europe due to the timing of year end invoice receipts. Accrued expenses increased $80.6 million primarily as a result of the addition of the Lauren line, increases in the European Value Added Tax payable, and increases in Europe due to the timing of year end invoice receipts. Net Cash Provided by Operating Activities Net cash provided by operating activities decreased to $213.6 million during Fiscal 2004, compared to $286.2 million in Fiscal 2003. This $72.6 million decrease in cash flow was driven primarily by the year-over- year changes in working capital described above and the decrease in net income of $6.5 million. During 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, we had total cash outlays of approximately $13.3 million during the year ended April 3, 2004. We also had cash outlays of $8.3 million during Fiscal 2004 in connection with our 2001 restructuring plan, primarily related to lease termination costs. Net Cash Used in Investing Activities Net cash used in investing activities was $134.5 million in Fiscal 2004, as compared to $183.5 million in Fiscal 2003. Both the Fiscal 2004 and Fiscal 2003 net cash used primarily reflected capital expenditures related to retail expansion and upgrading our systems and facilities, as well as shop-within-shop expenditures. The Fiscal 2004 net cash used also reflects $5.4 million for an additional 2% equity interest in Impact21, the company that holds the sublicenses for the Polo Ralph Lauren men’s, women’s and jeans business in Japan, and an additional $3.5 million primarily for additional transaction costs to acquire a 50% interest in the Japanese master license, offset by $8.9 million of cash resulting from the consolidation of RL Media, $1.0 million for an additional payment on the first earn-out payment calculation in connection with the PRL Fashions of Europe SRL acquisition and $7.5 million for the acquisition in November 2003 of a license for the use of trademarks. Fiscal 2003 net cash used, reflects $78 million primarily for the acquisition of a 50% interest in the Japanese Master license and an 18% equity interest in Impact21, the company holding the sublicenses for the Polo Ralph Lauren men’s, women’s, and jeans business in Japan. Net Cash Used in Financing Activities Net cash used in financing activities was $76.4 million in Fiscal 2004 compared to $16.7 million in Fiscal 2003. Cash used in financing activities during Fiscal 2004, consisted of the net repayment of short-term borrow- ings of $100.9 million and the payment of $14.8 million in dividends, partially offset by proceeds of $40.4 million from the exercise of stock options. Cash used during Fiscal 2003 primarily consisted of net repayments of borrowings of $19.7 million and repurchases of common stock totaling $4.7 million, partially offset by $7.7 million of proceeds from the exercise of stock options. credit facilities and other In March 1998, the Board of Directors authorized the repurchase, subject to market conditions, of up to $100.0 million of our Class A common stock. Share repurchases were to be made in the open market over a two-year period. The Board of Directors has extended the stock repurchase program through April 1, 2006. Shares acquired under the repurchase program are used for stock option programs and for other corporate purposes. As of April 2, 2005, we had repurchased 4.1 million shares of our Class A com- mon stock at an aggregate cost of $77.5 million. On February 1, 2005, our Board of Directors approved an additional stock repurchase plan which allows for the repurchase of up to an additional $100 million in our stock. No repurchases have been made under this plan, which does not have a termination date. In November 1999, we issued Euro 275.0 million of 6.125% notes due November 2006. Our Euro debt is listed on the London Stock Exchange. The net proceeds from the Euro offering were $281.5 million, based on the Euro exchange rate on the issuance date. Interest on the Euro debt is payable annually. A portion of these net proceeds was used to acquire Poloco S.A.S. (our principal European subsidiary), and the remaining net proceeds were retained for general corporate purposes. Through Fiscal 2005, we had repurchased Euro 47.7 million, or $43.6 million, based on Euro exchange rates at the time of repurchase of our outstanding Euro debt. 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 sched- uled to mature on November 18, 2005. 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 April 2, 2005, we had no direct borrowings outstanding under the New Credit Facility but were contingently liable for $29.8 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 P44 rl-2005 management’s discussion and analysis POLO RALPH LAUREN outstanding letters of credit. 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 financial covenants, including: • a minimum ratio of consolidated Earnings Before Interest, Taxes, Depreciation, Amortization and Rent (“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 New 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 our 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. As of April 2, 2005, the Company was in compliance with all financial and non-financial debt covenants. In Fiscal 2003, the Board of Directors initiated a dividend program consisting of quarterly cash dividends of $0.05 per out- standing share, or $0.20 per outstanding share on an annual basis, on our common stock. Dividends of $0.05 per outstanding share declared to stockholders of record at the close of business on July 2, 2004, October 1, 2004, December 20, 2004 and April 1, 2005 were paid on July 16, 2004, October 15, 2004, January 14, 2005 and April 15, 2005, respectively. We expect that cash flow from operations will continue to be sufficient to fund our current level of operations, capital requirements, cash dividends and our stock repurchase plan. However, in the event of a material acquisition, material contin- gencies or material adverse business developments, we may need to draw on our credit facility or other potential sources of borrowing. As previously discussed, our ability to borrow under our credit facility is subject to our maintenance of financial and other covenants. As of April 2, 2005, we had no direct borrowings under the credit facility and were in compliance with our covenants. With respect to pending or threatened litigation, the only matter which could have a material adverse effect on our liquidity and capital resources is the litigation with Jones Apparel Group, Inc., in which Jones is seeking, among other things, compensatory damages of $550 million and unspecified punitive damages. See Item 3 – “Legal Proceedings” in the Form 10-K. As noted above, we recorded a reserve of $100 million in connection with this matter during Fiscal 2005. We continue to believe that this matter is unlikely to have a material adverse effect on our liquidity or capital resources or our ability to borrow under the credit facility. commitments The following table summarizes the Company’s contractual cash obligations by period as of April 2, 2005: (Dollars in thousands) INVENTORY PURCHASE COMMITMENTS LONG-TERM EURO DEBT CAPITALIZED LEASES OPERATING LEASES ADDITIONAL ACQUISITION PURCHASE PRICE PAYMENTS OTHER TOTAL less than one year $ $ 466,964 17,821 1,046 121,992 15,000 2,150 624,973 $ $ 1-3 years – 308,781 1,314 235,803 – 3,700 549,598 4-5 years – – – 200,945 – 1,250 202,195 $ $ thereafter total $ $ – – – 580,696 – – 580,696 $ 466,964 326,602 2,360 1,139,436 15,000 7,100 $ 1,957,462 P45 management’s discussion and analysis POLO RALPH LAUREN The long-term Euro debt cash obligation disclosed above includes the principal amount and the interest payable at the 6.125% fixed rate. We have entered into interest rate swaps, which effectively convert the interest rate on an aggregate of Euro 205.2 million of the debt to a weighted average floating rate equal to EURIBOR plus 0.738%. The remaining Euro 22.1 million of fixed rate debt (or such lesser amount should any of the debt be repurchased) incurs interest of Euro 1.3 million per annum until the repayment date of the loan. Derivative Instruments In June 2002, we entered into a cross currency rate swap which was scheduled to terminate in November 2006. The cross currency rate swap converted Euro 105.2 million, 6.125% fixed rate borrowings into $100.0 million, LIBOR plus 1.24% variable rate borrowings. We entered into the cross currency rate swap to minimize the impact of foreign exchange fluctuations on both principal and interest payments on our long-term Euro debt, and to minimize the impact of changes in the fair value of the Euro debt due to changes in LIBOR, the benchmark interest rate. The swap was designated as a fair value hedge under SFAS No. 133. Hedge ineffectiveness was measured as the difference between the respective gains or losses recognized in earnings from the changes in the fair value of the cross currency rate swap and the Euro debt. In May 2003, we terminated the cross currency rate swap and entered into an interest rate swap that will terminate in November 2006. The interest rate swap is being used to convert Euro 105.2 million, 6.125% fixed rate borrowings into Euro 105.2 million, EURIBOR minus 1.55% variable rate borrowings. We entered into the interest rate swap to minimize the impact of changes in the fair value of the Euro debt due to changes in EURIBOR, the benchmark interest rate. The swap had been designated as a fair value hedge under SFAS No. 133. Hedge ineffectiveness is measured as the difference between the respective gains or losses recognized in earnings from the changes in the fair value of the interest rate swap and the Euro debt resulting from changes in the benchmark interest rate, and was de minimis for Fiscal 2005. In addition, we have designated the entire principal of the Euro debt as a hedge of our net investment in a foreign subsidiary. 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. On April 6, 2004 and October 4, 2004, we executed additional interest rate swaps to convert the fixed interest rate on an additional Euro 100 million of the Eurobonds to a floating rate (EURIBOR based). After the execution of these swaps, approximately Euro 22 million of the Eurobonds remained at a fixed interest rate. 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 April 2, 2005, we had the following foreign exchange contracts outstanding: (i) to deliver Euro 94.3 million in exchange for $124.3 million through Fiscal 2005 and (ii) to deliver 11,389 million Japanese Yen in exchange for $99.6 million through Fiscal 2008. At April 2, 2005, the fair value of these contracts resulted in unrealized gain and loss, net of taxes of $1.8 million and $8.2 million, for the Euro forward contracts and Japanese Yen forward contracts, respectively. To the extent that any derivative instruments do not qualify for hedge accounting under SFAS No. 133, they are recorded at fair value, with all gains or losses recognized immediately in the current period earnings. In November 2002, we entered into forward contracts on 6.2 billion Japanese Yen that terminated in February 2003. While these transactions did not qualify for hedge accounting under SFAS No. 133, we entered into these forward contracts to minimize the impact of foreign exchange fluctuations on the Japanese Yen denominated purchase price described in the agreements related to the purchase of a 50% interest in the Japanese master license and 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, which were consummated during the fourth quarter of Fiscal 2003. We recognized $2.4 million of foreign currency gains on this transaction, which are recorded in foreign currency (gains) losses in the Consolidated Statements of Income. We recognize gains or losses in connection with our foreign currency contracts when the cash flows they hedge take place. We recognized $10.9 million in forward losses in Fiscal 2005, and $1.9 million in Fiscal 2004 in the Consolidated Statements of Income. These charges are recorded as components of cost of sales and royalty expense in the Consolidated Statements of Income. Off-Balance Sheet Arrangements We do not have any off-balance sheet financing arrangements or unconsolidated special purpose entities. 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 other changes in our business, 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. P46 management’s discussion and analysis POLO RALPH LAUREN critical accounting policies and estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant accounting policies employed by the Company, including the use of estimates, are presented in Note 1 to the Consolidated Financial Statements in this Annual Report. 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, dis- cussed below, pertain to revenue recognition, accounts receivable, inventories, goodwill, other long-lived intangible assets, income taxes, accrued expenses and derivative instruments. In applying such policies, management must use some amounts that are based upon its informed judgments and best estimates. Estimates, by their nature, are based on judgments and available information. The estimates that we make are based upon historical factors, current circumstances and the experience and judg- ment of our management. We evaluate our assumptions and estimates on an ongoing basis and may employ outside experts to assist in our evaluations. Changes in such estimates, based on more accurate future information, may affect amounts reported in future periods. We are not aware of any reasonably likely events or circumstances which would result in different amounts being reported that would materially affect our financial condition or results of operations. Revenue Recognition Revenue within our wholesale operations is recognized at the time title passes and risk of loss is trans- ferred to customers. Wholesale revenue is recorded net of returns, discounts, allowances and operational chargebacks. 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. We review and refine these estimates on a quarterly basis based on current experience, trends and retailer performance. Our his- torical 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. During the years ending April 2, 2005 and April 3, 2004, we reduced revenues and credited customer accounts for end-of-season customer allowances, operational chargebacks and returns as follows: for the year ended: (Dollars in thousands) BEGINNING RESERVE BALANCE AMOUNT EXPENSED AMOUNT CREDITED AGAINST CUSTOMER ACCOUNTS FOREIGN CURRENCY TRANSLATION ENDING RESERVE BALANCE april 2, 2005 april 3, 2004 $ 90,269 265,340 (256,730) 1,122 $ 100,001 $ $ 48,432 213,645 (171,808) – 90,269 Our provisions and write offs against the reserves offsetting accounts receivable increased in fiscal 2005 due to the large increase in wholesale sales and the promotional retail environment. Ending reserve balances have increased for substantially the same reasons. We require that a store be open a full fiscal year before we include it in the computation of same store sales change. Stores that are closed during the fiscal year are excluded. Stores that are relocated or enlarged are also excluded until they have been in their new location for a full fiscal year. 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 pro- visions 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 our policy to establish provisions for taxes that may become payable in future years as a result of an examination by tax authorities. We established the provisions based upon management’s assessment of exposure associated with permanent tax differences and tax credits. The tax provisions are analyzed periodically and adjustments are made as events occur that warrant adjustments to those provisions. rl-2005 P47 management’s discussion and analysis POLO RALPH LAUREN Accounts Receivable, Net In the normal course of business, we extend credit to our 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. Expenses of $6.0 million were recorded as an allowance for uncollectible accounts during fiscal 2005. The amounts written off against customer accounts during fiscal 2005 totaled $2.1 million, and the balance in this reserve was $11.0 million as of April 2, 2005. 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 (also referred to as customer markdowns) are included as a reduction of sales. These provisions are based on retail sales performance, seasonal negotiations with our customers as well as historic deduction trends and an evaluation of current market conditions. Our historical estimates of these costs have not differed materially from actual results. (See Revenue Recognition above.) A reserve for operational chargebacks represents various deductions by customers relating to individual shipments. This reserve, net of expected recoveries, is included as a reduction of sales. The reserve is based on chargebacks received as of the date of the financial statements and past experience. Our historical estimates of these costs have not differed materially from actual results. (See Revenue Recognition above.) 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. Our historical estimates of these costs have not differed materially from actual results. (See Revenue Recognition above.) Inventories Inventories are valued at the lower of cost First-in, First-out, (“FIFO”), method, or market. We continually evalu- ate the composition of our 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 the category of inventory involved, the impact of market trends and economic conditions. Estimates may differ from actual results due to quantity, quality and mix of products in inventory, consumer and retailer preferences and market conditions. We review our inventory position on a quar- terly basis at a minimum and adjust our estimates based on revised projections and current market conditions. If economic conditions worsen, we incorrectly anticipate trends or unexpected events occur, our estimates could be proven overly opti- mistic, and required adjustments could materially adversely affect future results of operations. Our historical estimates of these costs have not differed materially from actual results. Goodwill, Other Intangibles, Net and Long-Lived Assets 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 impair- ment. 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.” During fiscal 2005, there have been no material impairment losses recorded in connection with the assessment of the carrying value of long-lived and intangible assets. The recoverability of the carrying values of all long-lived assets with definite lives is reevaluated when changes in circum- stances indicate the assets’ value may be impaired. In evaluating an asset for recoverability, we use our best estimate of the future cash flows expected to result from the use of the asset and eventual disposition. If the sum of the expected future cash flows is less than the carrying amount of the asset, an impairment loss, equal to the excess of the carrying amount over the fair value of the asset, is recognized. In determining the future cash flows, we take various factors into account, including changes in merchandising strategy, the impact of more experienced store managers, the impact of increased local advertising and the emphasis on store cost controls. Since the determination of future cash flows is an estimate of future performance, there may be future impairments in the event the future cash flows do not meet expectations. During the year ended April 2, 2005, we recorded a $1.3 million impairment charge related to the fixed assets at three Club Monaco retail locations. Accrued Expenses Accrued expenses for employee insurance, workers’ compensation, profit sharing, contracted advertising, pro- fessional fees and other outstanding obligations are assessed based on claims experience and statistical trends, open contractual obligations, and estimates based on projections and current requirements. If these trends change significantly, then actual results would likely be impacted. Our historical estimates of these costs and our provisions have not differed materially from actual results. Derivative Instruments SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended and inter- preted, 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 P48 rl-2005 management’s discussion and analysis POLO RALPH LAUREN 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. We use foreign currency forward contracts for the specific purpose of hedging the exposure to variability in forecasted cash flows associated primarily with inventory purchases mainly for our European businesses, royalty payments from our Japanese licensee, and other specific activities. These instruments are designated as cash flow hedges and, in accordance with SFAS No. 133, to the extent the hedges are highly effective, the changes in fair value are included in Accumulated other comprehensive income (loss), net of related tax effects, with the corresponding asset or liability recorded in the balance sheet. The ineffective portion of the cash flow hedge, if any, is recognized in current-period earnings. Amounts recorded in Accumulated other comprehensive income are reflected in current-period earnings when the hedged transaction affects earnings. If the relative values of the currencies involved in the hedging activities were to move dramatically, such movement could have a significant impact on our results of operations. We are not aware of any reasonably likely events or circumstances which would result in different amounts being reported that would materially affect our financial condition or results of operations. Hedge accounting requires that at inception and at the beginning of each hedge period, we justify an expectation that the hedge will be highly effective. This effectiveness assessment involves an estimation of the probability of the occurrence of trans- actions 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. We hedge our net investment position in subsidiaries which conduct business in Euros by borrowing directly in foreign currency and designating a portion of our Euro denominated debt as a hedge of net investments. Under SFAS No. 133, changes in the fair value of these instruments are immediately recognized in foreign currency translation, a component of Accumulated other com- prehensive income (loss), to offset the change in the value of the net investment being hedged. Inflation The rate of inflation over the past few years has not had a significant impact on our sales or profitability. Our significant accounting policies are more fully described in Note 1 to our Consolidated Financial Statements. Alternative Accounting Methods In certain instances, accounting principles generally accepted in the United States allow for the selection of alternative accounting methods. Our significant policies that involve the selection of alternative methods are accounting for stock options and inventories. • Two alternative methods for accounting for stock options are available, the intrinsic value method and the fair value method. We use the intrinsic value method of accounting for stock options, and accordingly, no compensation expense has been recognized. Beginning in Fiscal 2007, we will be required to expense the fair value of stock options granted to employees (see discussion below). Under the fair value method, the determination of the pro forma amounts involves sev- eral assumptions including option life and future volatility. If the fair value method were used, diluted earnings per share for Fiscal 2004 would decrease approximately 10%. See Note 1 to the Consolidated Financial Statements. • Two alternative methods for accounting for wholesale inventories are the First-In, First-Out (“FIFO”) method and the Last-in, First-out (“LIFO”) method. We account for all wholesale inventories under the FIFO method. Two alternative methods for accounting for retail inventories are the retail method and the cost method. We account for all retail inven- tories under the cost method. recent accounting pronouncements In March 2005, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards Interpretation Number 47 (“FIN 47”), “Accounting for Conditional Asset Retirement Obligations.” FIN 47 provides clarifica- tion regarding the meaning of the term “conditional asset retirement obligation” as used in FASB 143, “Accounting for Asset Retirement Obligations.” We are currently evaluating the impact of FIN 47 on our financial statements. In December 2003, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 104 (“SAB 104”), “Revenue Recognition.” SAB 104 expands previously issued guidance on the subject of Revenue Recognition and provides specific criteria which must be fulfilled to permit the recognition of revenue from transactions. We do not expect the issuance of SAB 104 to have a material effect on the consolidated results of operations or financial position. In December 2004, the FASB issued Staff Position (“FSP”) No. 109-2, “Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004” (“FSP No. 109-2”). FSP No. 109-2 provides guidance under SFAS No. 109, “Accounting for Income Taxes,” with respect to recording the potential impact of the repatriation provisions of the American Jobs Creation Act of 2004 (the “Jobs Act”) on enterprises’ income tax expense and deferred tax lia- bility. FSP No. 109-2 states that an enterprise is allowed time beyond the financial reporting period of enactment to evaluate the effect of the Jobs Act on its plan for reinvestment or repatriation of foreign earnings for purposes of applying SFAS No. 109. We are currently evaluating the impact of FSP No. 109-2 on our Consolidated Financial Statements. P49 management’s discussion and analysis POLO RALPH LAUREN In December 2004, the FASB issued SFAS 123R, “Share-Based Payment,” a revision of FASB Statement No. 123. Under this standard, all forms of share-based payment to employees, including stock options, would be treated as compensation and rec- ognized in the income statement. This proposed statement would be effective for awards granted, modified or settled in fiscal years beginning after June 15, 2005. We currently account for stock options under APB No. 25. The pro forma impact of expensing options, valued using the Black-Scholes valuation model, is disclosed in Note 1 of Notes to Consolidated Financial Statements. The Company is currently researching the appropriate valuation model to use for stock options. In connection with the issuance of SFAS 123R, the Securities and Exchange Commission issued Staff Accounting Bulletin Number 107 (“SAB 107”) in March of 2005. SAB 107 provides implementation guidance for companies to use in their adoption of SFAS 123R. We are currently evaluating the effect of SFAS 123R and SAB 107 on our financial statements with the intent of implementing this standard in Fiscal 2007. In December 2004, the FASB issued SFAS 153, “Exchanges of Nonmonetary Assets.” SFAS 153 is an amendment of Accounting Principles Board Opinion 29, “Accounting for Nonmonetary Transactions,” and eliminates certain narrow differences between APB 29 and international accounting standards. SFAS 153 is effective for fiscal periods beginning on or after June 15, 2005. The adoption of SFAS 153 is not expected to have a material impact on our financial statements. In December 2004, the FASB issued SFAS 152, “Accounting for Real Estate Time Sharing Transactions.” SFAS 152 is an amendment of SFAS 66 and 67 and generally requires that real estate time sharing transactions be accounted for as non-retail land sales. SFAS 152 is effective for fiscal years beginning on or after June 15, 2005. The adoption of SFAS 152 is not expected to have a material impact on our financial statements. In November 2004, the FASB issued SFAS 151, “Inventory Costs.” SFAS 151 is an amendment of Accounting Research Board Opinion number 43 and sets standards for the treatment of abnormal amounts of idle facility expense, freight, handling costs and spoilage. SFAS 151 is effective for fiscal years beginning after June 15, 2004. We are currently evaluating the impact of SFAS 151 on our financial statements. In October 2004, the FASB Emerging Issue Task Force issued its abstract No. 04-01 (“EITF 04-01”) “Accounting for Pre-existing Relationships between the Parties to a Business Combination.” EITF 04-01 addresses the appropriate accounting treatment for portions of the acquisition costs of an entity which may be deemed to apply to Elements of a pre-existing business relationship between the acquiring company and the target company. EITF 04-01 is effective for combinations consummated after October 2004. It is therefore applicable to the pending Footwear acquisition discussed in Note 23. Historically, we had not assigned any value to pre-existing business relationships reacquired in purchase transactions. The adoption of EITF 04-01 has no effect on historical financial statements. In January 2003, the FASB issued Financial Interpretation No. (“FIN”) 46, “Consolidation of Variable Interest Entities” which was amended by FIN 46R in December 2003. A variable interest entity is a corporation, partnership, trust or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights, or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. Historically, entities generally were not consolidated unless the entity was controlled through voting interests. FIN 46R changes that by requiring a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities or entitled to receive a majority of the entity’s residual returns or both. A company that consolidates a variable interest entity is called the “primary beneficiary” of that entity. FIN 46R also requires disclosures about variable interest entities that a company is not required to consolidate, but in which it has a significant variable interest. The consolidation requirements of FIN 46R apply immediately to variable interest entities created after January 31, 2003. The consolidation requirements of FIN 46R apply to existing entities in the first fiscal year or interim period beginning after December 15, 2003. Also, certain disclosure requirements apply to all financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. The adoption of FIN 46R required us to consolidate the assets and liabilities of RL Media. See Notes 2 and 4 to con- solidated financial statements regarding Ralph Lauren Media consolidation and our interest in Ralph Lauren Media, LLC. P50 management’s discussion and analysis POLO RALPH LAUREN 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 deriv- ative 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 Fiscal 2005, there were significant fluctuations in the value of the Euro to Dollar exchange rate. In June 2002, we entered into a cross currency rate swap to minimize the impact of foreign exchange fluctuations on the long-term Euro debt and the impact of fluctuations in the interest rate on the fair value of the long-term Euro debt. In May 2003, we ter- minated the cross currency rate swap, and entered into an interest rate swap, to minimize the impact of changes in the fair value of the Euro debt due to changes in EURIBOR, the benchmark interest rate. The following quantitative disclosures are based on quoted market prices and theoretical pricing models obtained through independent pricing sources for the same or similar types of financial instruments, taking into consideration the underlying terms and maturities. These quantitative disclosures do not represent the maximum possible loss or any expected loss that may occur, since actual results may differ from those estimates. Foreign Currency Exchange Rates We are exposed to market risk related to changes in foreign currency exchange rates. We have assets and liabilities denominated in certain foreign currencies related to international subsidiaries. At April 2, 2005, we had the following foreign exchange contracts outstanding: (i) to deliver Euro 94.3 million in exchange for $124.3 million through Fiscal 2005 and (ii) to deliver 11,389 million Yen in exchange for $99.6 million through Fiscal 2008. We believe that these financial instruments should not subject us to undue risk due to foreign exchange movements because gains and losses on these contracts should offset losses and gains on the assets, liabilities, and transactions being hedged. We are exposed to credit-related losses if the counterparty to the financial instruments fails to perform its obligations. However, we do not expect the counterparty, which presently has high credit ratings, to fail to meet its obligations. Our primary foreign currency exposure relates to our Euro debt. As of April 2, 2005, the fair value of our fixed Euro debt was $306.9 million, based on its quoted market price as listed on the London Stock exchange and translated using Euro exchange rates in effect as of April 2, 2005. The potential increase in fair value of our fixed rate Euro debt resulting from a hypothetical 10% adverse change in exchange rates would have been approximately $30.7 million at April 2, 2005. As of April 2, 2005, a hypothetical immediate 10% adverse change in exchange rates would have had a $6.5 million unfavorable impact over a one-year period on our earnings and cash flows. Interest Rates Our primary interest rate exposure relates to our fixed rate debt. The potential decrease in fair value of our fixed rate Euro debt resulting from a hypothetical 10% adverse change in interest rates would have been approximately $4.5 million at April 2, 2005. We employ a fair value hedging strategy utilizing interest rate swaps to effectively float a por- tion of our interest rate exposure on our fixed rate Euro debt. On April 6, 2004 and October 4, 2004, the Company executed interest rate swaps to convert the fixed interest rate on an additional total of Euro 100 million of the Eurobonds to a floating rate. After the execution of this swap, approximately Euro 22 million of Eurobonds remained at fixed interest rate. disclosure controls and procedures and management’s report on internal control over financial reporting (a) Evaluation of Disclosure Controls and Procedures Disclosure Controls and Procedures are the controls and other procedures of an issuer that are designed to provide rea- sonable assurance that information required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal exec- utive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. rl-2005 P51 management’s discussion and analysis POLO RALPH LAUREN We have evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this Annual Report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were not effective as of the fiscal year end covered by this annual report due to the material weakness in the Company’s internal control over financial reporting described below in management’s report on internal control over financial reporting. (b) Management’s Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Securities Exchange Act Rule 13a-15(f). Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with U.S. Generally Accepted Accounting Principles. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the design and effectiveness of our internal control over financial reporting as of the end of the fiscal year covered by this report based on the framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework. We excluded from our assessment the internal control over financial reporting at our Childrenswear business which was acquired effective July 2, 2004 and whose financial statements reflect total assets, net sales and operating income constituting 18%, 5% and 13% of our consol- idated total assets, net revenues and operating income, respectively, as of and for the fiscal year ended April 2, 2005. Based on this evaluation, management concluded that as of April 2, 2005, the Company did not maintain effective internal control over financial reporting as there was more than a remote likelihood that a material misstatement of the Company’s annual or interim financial statements with respect to income taxes would not be prevented or detected, on a timely basis, by Company employees in the normal course of performing their assigned functions. This control deficiency, which management determined to be a material weakness under the Public Company Accounting Oversight Board’s Auditing Standard No. 2, results from not having adequate resources with expertise in matters relating to the accounting for income taxes. Specifically, our controls related to the preparation and review of our income tax provision failed to prevent or detect errors in calculating the income tax provision and deferred income tax and income tax payable balances for the year ended April 2, 2005, which were identified by Deloitte & Touche, LLP, our independent registered public accounting firm. We determined that our personnel responsible for performing and reviewing the income tax provision calculation and related disclosures lack the necessary expertise and resources to evaluate in a timely manner the tax implications of certain non- routine transactions and new state and federal tax legislation and to complete a comprehensive and timely review of the income tax accounts. Prior to the completion of the audit, material adjustments were necessary to the income tax provision, current taxes payable, certain deferred tax assets and liabilities and required tax footnote disclosures to present the annual financial statements for the year ended April 2, 2005 in accordance with generally accepted accounting principles. Because of the material weakness described above, our management believes that, as of April 2, 2005, we did not maintain effective internal control over financial reporting based on the COSO criteria. Management’s assessment of the effectiveness of internal control over financial reporting as of April 2, 2005 was audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is included in this Annual Report and incorporated herein by reference to the 2005 Annual Report to Shareholders. (c) Changes in Internal Control over Financial Reporting The Company made no changes in its internal control over financial reporting during the fourth quarter of the fiscal year cov- ered by this report in connection with its assessment that would materially affect its internal control over financial reporting. Subsequent to April 2, 2005, the Company hired a new Vice President of Tax and will be hiring additional full-time tax account- ing staff with strong tax technical and Statement of Financial Accounting Standards Number 109 skills. The Company intends to implement an ongoing training program to enhance the abilities of internal tax personnel. A detailed policy to ensure the accu- racy of tax calculations and that all income tax accounts are properly reconciled will be implemented. P52 rl-2005 POLO RALPH LAUREN management’s responsibility for financial statements The management of Polo Ralph Lauren Corporation is responsible for the preparation, objectivity and integrity of the consol- idated financial statements and other information contained in this Annual Report. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and include some amounts that are based on management’s informed judgments and best estimates. Deloitte & Touche, LLP, an independent registered public accounting firm, has audited these consolidated financial state- ments in accordance with the standards of the Public Company Accounting Oversight Board (United States) and have expressed herein their unqualified opinion on those financial statements. The Audit Committee of the Board of Directors, which oversees all of the Company’s financial reporting process on behalf of the Board of Directors, consists solely of independent directors, meets with the independent registered accountants, internal auditors and management periodically to review their respective activities and the discharge of their respective responsibilities. Both the independent registered accountants and the internal auditors have unrestricted access to the Audit Committee, with or without management, to discuss the scope and results of their audits and any recommendations regarding the system of internal controls. June 30, 2005 ralph lauren Chairman and Chief Executive Officer tracey t. travis Senior Vice President and Chief Financial Officer P53 report of independent registered public accounting firm POLO RALPH LAUREN to the board of directors and stockholders of polo ralph lauren corporation new york, new york We have audited the accompanying consolidated balance sheets of Polo Ralph Lauren Corporation and subsidiaries (the “Company”) as of April 2, 2005 and April 3, 2004, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three fiscal years in the period ended April 2, 2005. Our audits also included the financial statement schedule listed in the Index at Item 15 in the Form 10-K. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and finan- cial statement schedule based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Polo Ralph Lauren Corporation and subsidiaries as of April 2, 2005 and April 3, 2004, and the results of their operations and their cash flows for each of the three fiscal years in the period ended April 2, 2005, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein. As discussed in Note 2, the accompanying consolidated financial statements as of April 3, 2004 and for the fiscal years ended April 3, 2004 and March 29, 2003 have been restated. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of April 2, 2005, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated June 30, 2005 expressed an unqualified opinion on management’s assessment of the effective- ness of the Company’s internal control over financial reporting and an adverse opinion on the effectiveness of the Company’s internal control over financial reporting because of a material weakness. deloitte & touche llp New York, New York June 30, 2005 P54 report of independent registered public accounting firm POLO RALPH LAUREN to the board of directors and stockholders of polo ralph lauren corporation new york, new york We have audited management’s assessment, included in the accompanying Management’s Report of Internal Control Over Financial Reporting, that Polo Ralph Lauren Corporation and subsidiaries (the “Company”) did not maintain effective internal control over financial reporting as of April 2, 2005, because of the effect of the material weakness identified in management’s assessment based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal con- trol over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s inter- nal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operat- ing effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions. A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The fol- lowing material weakness has been identified and included in management’s assessment: As of April 2, 2005, certain controls designed to prevent and detect errors related to income tax accounting and disclosures did not operate effectively. Specifically, the Company did not have enough resources with adequate expertise to identify and evaluate in a timely manner the tax impli- cations of certain non-routine transactions and new state and federal tax legislation and to complete a comprehensive and timely review of the income tax accruals. This led to material misstatements in the income tax provision, current taxes payable, certain deferred tax assets and liabilities and required tax footnote disclosures. rl-2005 P55 POLO RALPH LAUREN report of independent registered public accounting firm This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements and the related financial statement schedule as of and for the year ended April 2, 2005, of the Company and this report does not affect our report on such financial statements and financial statement schedule. In our opinion, management’s assessment that the Company did not maintain effective internal control over financial reporting as of April 2, 2005, is fairly stated, in all material respects, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, because of the effect of the material weakness described above on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of April 2, 2005, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of the Company as of and for each of the three years in the period ended April 2, 2005, and the related financial statement schedule included in the index at Item 15 in the Form 10-K, and our report dated June 30, 2005 expressed an unqualified opinion on those financial statements and the related financial statement schedule. deloitte & touche llp New York, New York June 30, 2005 P56 rl-2005 consolidated balance sheets POLO RALPH LAUREN (Dollars in thousands, except share data) ASSETS CURRENT ASSETS: Cash and cash equivalents Accounts receivable, net of allowances of $111,042 and $97,292 Inventories Deferred tax assets Prepaid expenses and other TOTAL CURRENT ASSETS PROPERTY AND EQUIPMENT, NET DEFERRED TAX ASSETS GOODWILL, NET INTANGIBLES, NET OTHER ASSETS TOTAL ASSETS LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable Income tax payable Deferred tax liabilities Accrued expenses and other TOTAL CURRENT LIABILITIES LONG-TERM DEBT OTHER NONCURRENT LIABILITIES COMMITMENTS AND CONTINGENCIES (NOTE 14) STOCKHOLDERS’ EQUITY: Common stock Class A, par value $0.01 per share; april 2, 2005 april 3, 2004 (As restated, see Note 2) $ 350,485 455,682 430,082 74,821 102,693 1,413,763 487,894 35,973 558,858 46,991 183,190 $ 2,726,669 $ 184,394 72,148 – 365,868 622,410 290,960 137,591 $ 352,335 441,724 373,170 21,565 98,357 1,287,151 408,741 65,542 341,603 17,640 176,875 $ 2,297,552 $ 188,919 77,736 1,821 236,724 505,200 277,345 99,560 500,000,000 shares authorized: 64,016,034 and 61,498,183 shares issued and outstanding 652 620 Class B, par value $0.01 per share; 100,000,000 shares authorized: 43,280,021 shares issued and outstanding Additional paid-in-capital Retained earnings Treasury stock, Class A, at cost (4,177,600 and 4,145,800 shares) Accumulated other comprehensive income Unearned compensation TOTAL STOCKHOLDERS’ EQUITY TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY See accompanying notes to consolidated financial statements. 433 664,279 1,090,310 (80,027) 29,973 (29,912) 1,675,708 $ 2,726,669 433 563,457 921,602 (78,975) 23,104 (14,794) 1,415,447 $ 2,297,552 P57 consolidated statements of income POLO RALPH LAUREN fiscal year ended: (Dollars in thousands, except per share data) NET SALES LICENSING REVENUE NET REVENUES COST OF GOODS SOLD GROSS PROFIT SELLING, GENERAL AND ADMINISTRATIVE EXPENSES RESTRUCTURING CHARGE TOTAL EXPENSES INCOME FROM OPERATIONS FOREIGN CURRENCY (GAINS) LOSSES INTEREST EXPENSE INTEREST INCOME INCOME BEFORE PROVISION FOR INCOME TAXES AND OTHER EXPENSE (INCOME), NET PROVISION FOR INCOME TAXES OTHER EXPENSE (INCOME), NET NET INCOME NET INCOME PER SHARE—BASIC NET INCOME PER SHARE—DILUTED WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING—BASIC WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING—DILUTED DIVIDENDS DECLARED PER SHARE See accompanying notes to consolidated financial statements. april 2, 2005 $ 3,060,685 244,730 3,305,415 1,620,869 1,684,546 1,382,520 2,341 1,384,861 299,685 (6,072) 10,964 (4,573) 299,366 107,336 1,605 190,425 1.88 1.83 101,519 104,010 0.20 $ $ $ $ april 3, 2004 (As restated, see Note 2) $ 2,380,844 268,810 2,649,654 1,326,335 1,323,319 1,032,862 19,566 1,052,428 270,891 1,864 12,693 (2,693) 259,027 93,875 (4,077) 169,229 1.71 1.68 98,977 100,960 0.20 $ $ $ $ march 29, 2003 (As restated, see Note 2) $ 2,189,321 250,019 2,439,340 1,231,739 1,207,601 902,303 14,443 916,746 290,855 529 19,075 (5,573) 276,824 101,141 – 175,683 1.79 1.77 98,331 99,263 – $ $ $ $ P58 consolidated statements of stockholders’ equity POLO RALPH LAUREN (Dollars in thousands, except share data) BALANCE AT MARCH 30, 2002 (AS PREVIOUSLY REPORTED) PRIOR PERIOD ADJUSTMENTS BALANCE AT MARCH 30, 2002 (AS RESTATED, SEE NOTE 2) COMPREHENSIVE INCOME: NET INCOME (AS RESTATED, SEE NOTE 2) FOREIGN CURRENCY TRANSLATION ADJUSTMENTS, NET OF INCOME TAX PROVISION OF $7.5 MILLION (AS RESTATED, SEE NOTE 2) NET UNREALIZED GAINS AND LOSSES ON HEDGES RECLASSIFIED INTO EARNINGS, NET UNREALIZED LOSS ON HEDGES, NET TOTAL COMPREHENSIVE INCOME REPURCHASES OF COMMON STOCK EXERCISE OF STOCK OPTIONS INCOME TAX BENEFIT FROM STOCK OPTION EXERCISES RESTRICTED STOCK GRANTS RESTRICTED STOCK AMORTIZATION BALANCE AT MARCH 29, 2003 (AS RESTATED, SEE NOTE 2) COMPREHENSIVE INCOME: NET INCOME (AS RESTATED, SEE NOTE 2) FOREIGN CURRENCY TRANSLATION ADJUSTMENTS, NET OF INCOME TAX PROVISION OF $1.8 MILLION (AS RESTATED, SEE NOTE 2) UNREALIZED LOSS ON HEDGES, NET TOTAL COMPREHENSIVE INCOME CASH DIVIDEND REPURCHASES OF COMMON STOCK EXERCISE OF STOCK OPTIONS INCOME TAX BENEFIT FROM STOCK OPTION EXERCISES RESTRICTED STOCK GRANTS RESTRICTED STOCK AMORTIZATION BALANCE AT APRIL 3, 2004 (AS RESTATED, SEE NOTE 2) COMPREHENSIVE INCOME: NET INCOME FOREIGN CURRENCY TRANSLATION ADJUSTMENTS, NET OF INCOME TAX PROVISION OF $8.7 MILLION UNREALIZED LOSS ON HEDGES, NET TOTAL COMPREHENSIVE INCOME CASH DIVIDEND REPURCHASES OF COMMON STOCK EXERCISE OF STOCK OPTIONS INCOME TAX BENEFIT FROM STOCK OPTION EXERCISES RESTRICTED STOCK GRANTS RESTRICTED STOCK AMORTIZATION BALANCE AT APRIL 2, 2005 common stock shares amount additional paid-in- capital retained earnings treasury stock at cost shares amount other com- unearned compen- prehensive sation income ⁽loss⁾ total accumulated 102,104,439 $ 1,021 $ 490,337 $ 602,124 3,876,506 $ (73,246) – (5,507) – – – – $ (19,799) $ (2,242) $ 998,195 (5,164) 343 – 102,104,439 $ 1,021 $ 490,337 $ 596,617 3,876,506 $ (73,246) $ (19,456) $ (2,242) $ 993,031 175,683 47,551 794 (17,223) 229,426 (4,682) 206,805 (4,682) 7,718 1,189 – 1,526 (5,463) 1,526 423,680 300,000 4 3 7,714 1,189 5,460 102,828,119 $ 1,028 $ 504,700 $ 772,300 4,105,932 $ (77,928) $ 11,666 $ (6,179) $1,205,587 169,225 (19,923) 39,868 (1,047) 1,950,085 20 40,394 5,703 12,660 5 43,809 (32,371) 180,663 (19,923) (1,047) 40,414 5,703 – 4,050 (12,665) 4,050 104,778,204 $ 1,053 $ 563,457 $ 921,602 4,145,800 $ (78,975) $ 23,104 $ (14,794) $1,415,447 190,425 (21,717) 31,800 (1,052) 2,443,076 25 54,256 75,000 7 18,604 27,962 107,296,280 $ 1,085 $ 664,279 $1,090,310 4,177,600 $ (80,027) 11,322 (4,453) 197,294 (21,717) (1,052) 54,281 18,604 – (27,969) 12,851 12,851 $ 29,973 $ (29,912) $1,675,708 See accompanying notes to consolidated financial statements. rl-2005 P59 consolidated statements of cash flows POLO RALPH LAUREN fiscal year ended: (Dollars in thousands) CASH FLOWS FROM OPERATING ACTIVITIES: NET INCOME ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES: Provision for deferred income taxes Depreciation and amortization Provision for losses on accounts receivable Stock compensation expenses Tax benefit from stock option exercises Changes in other non-current liabilities Loss on disposal of property and equipment Provision for restructuring Foreign currency (gains) losses Changes in assets and liabilities, net of acquisitions: Accounts receivable Inventories Prepaid expenses and other Other assets Accounts payable Income taxes payable Accrued expenses and other NET CASH PROVIDED BY OPERATING ACTIVITIES CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment, net Acquisitions and consolidation of RL Media, net of cash acquired Equity interest investments Purchase of trademark Cash surrender value—officers’ life insurance NET CASH USED IN INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES: Payment of dividends Repurchases of common stock Proceeds from exercise of stock options Proceeds from short-term borrowings, net Repayments of long-term debt Net payments of short-term debt NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD CASH AND CASH EQUIVALENTS AT END OF PERIOD SUPPLEMENTAL CASH FLOW INFORMATION: CASH PAID FOR INTEREST CASH PAID FOR INCOME TAXES SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: FAIR VALUE OF ASSETS ACQUIRED, EXCLUDING CASH LESS: Cash paid Acquisition obligation LIABILITIES ASSUMED See accompanying notes to consolidated financial statements. P60 rl-2005 april 2, 2005 april 3, 2004 (As restated, see Note 2) march 29, 2003 (As restated, see Note 2) $ 190,425 $ 169,229 $ 175,683 10,103 103,633 6,020 12,851 18,604 26,239 7,700 – (11,637) (16,096) (23,530) 10,470 (8,352) (6,632) (40,641) 102,815 381,972 (174,138) (243,248) – – – (417,386) (21,718) (1,052) 54,281 – – – 31,511 (5,095) 85,635 2,623 4,050 5,703 (15,524) 7,391 19,566 (4,398) (56,581) 14,118 (30,741) (29,515) 1,382 22,275 23,490 213,608 (126,250) 3,839 (4,548) (7,500) – (134,459) (14,847) (1,047) 40,414 – – (100,943) (76,423) 2,053 (1,850) 352,335 $ 350,485 6,003 8,729 343,606 $ 352,335 $ 10,125 $ 107,745 $ 273,915 241,890 20,000 12,025 $ $ $ $ $ 10,164 60,810 – – – – $ $ $ $ $ 9,891 80,618 1,760 1,526 1,189 1,445 13,452 14,443 529 (7,798) 6,365 (21,347) 2,868 (5,080) – 10,644 286,188 (102,426) (30,326) (47,631) – (3,100) (183,483) – (4,682) 7,718 68,000 (7,700) (80,000) (16,664) 12,832 98,873 244,733 343,606 19,654 65,163 38,832 30,326 – 8,506 notes to consolidated financial statements POLO RALPH LAUREN 1. significant accounting policies Principles of Consolidation The consolidated financial statements include the accounts of Polo Ralph Lauren Corporation (“PRLC”) and its wholly and majority owned subsidiaries as well as variable interest entities for which we are the primary bene- ficiary. All intercompany balances and transactions have been eliminated. PRLC and its subsidiaries are collectively referred to as “the Company,” “we,” “us,” “our” and “ourselves,” unless the content requires otherwise. Business We design, license, contract for the manufacture of, market and distribute men’s and women’s apparel, accessories, fragrances, skin care products and home furnishings. Our sales are principally to major department and specialty stores located throughout the United States and Europe. We also sell directly to consumers through full-price and outlet Polo Ralph Lauren, Ralph Lauren and Club Monaco stores located throughout the United States, Canada, Europe, South America and Asia and through our retail internet site located at www.polo.com. We are party to licensing agreements which grant the licensee exclusive rights to use our various trademarks in connection with the manufacture and sale of designated products in specified geographic areas. The license agreements typically provide for designated terms with renewal options based on achievement of specified sales targets. The agreements also require that cer- tain minimum amounts be spent on advertising for licensed products. Additionally, as part of the licensing arrangements, each licensee is typically required to enter into a design services agreement pursuant to which design and other creative services are provided. The license and design services agreements provide for payments based on specified percentages of net sales of licensed products. Additionally, we have granted royalty-free licenses to independent parties to operate Polo stores to promote the sale of our merchandise and our licensees’ merchandise both domestically and internationally. Fiscal Year Our fiscal year ends on the Saturday nearest to March 31. All references to “Fiscal 2005” represent the 52-week fis- cal year ended April 2, 2005. All 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. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates by their nature are based on judgments and available informa- tion. The estimates that we make are based upon historical factors, current circumstances and the experience and judgment of our management. We evaluate our assumptions and estimates on an ongoing basis and may employ outside experts to assist in our evaluations. Changes in such estimates, based on more accurate future information, may affect amounts reported in future periods. We are not aware of any reasonably likely events or circumstances which would result in different amounts being reported that would materially affect our financial condition or results of operations. 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, allowances and operational chargebacks. 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 perform- ance. 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 contractu- ally guaranteed minimum levels and adjusted as actual sales data is received from licensees. During the fiscal years ending April 2, 2005 and April 3, 2004, the Company reduced revenues and credited customer accounts for end-of-season customer allowances, operational chargebacks and returns as follows: for the year ended: (Dollars in thousands) BEGINNING RESERVE BALANCE AMOUNT EXPENSED AMOUNT CREDITED AGAINST CUSTOMER ACCOUNTS FOREIGN CURRENCY TRANSLATION ENDING RESERVE BALANCE april 2, 2005 april 3, 2004 $ 90,269 265,340 (256,730) 1,122 $ 100,001 $ $ 48,432 213,645 (171,808) – 90,269 P61 notes to consolidated financial statements POLO RALPH LAUREN 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 pro- visions 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 and tax credits. 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 con- solidated 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. Expenses of $6.0 million were recorded as an allowance for uncollectible accounts during Fiscal 2005. The amounts written off against customer accounts dur- ing Fiscal 2005 totaled $2.1 million, and the balance in this reserve was $11.0 million as of April 2, 2005. 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 (also referred to as customer markdowns) are included as a reduction of sales. These provisions are based on retail sales performance, seasonal negotiations with the Company’s customers as well as historic deduction trends and an evaluation of current market conditions. Our historical estimates of these costs have not differed mate- rially from actual results. (See Revenue Recognition above.) A reserve for operational chargebacks represents various deductions by customers relating to individual shipments. This reserve, net of expected recoveries, is included as a reduction of sales. The reserve is based on chargebacks received as of the date of the financial statements and past experience. Our historical estimates of these costs have not differed materially from actual results. (See Revenue Recognition above.) 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. (See Revenue Recognition above.) Inventories 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 pro- visions have not differed materially from actual results. Goodwill, Other Intangibles, Net and Long-Lived Assets 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 impair- ment. 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.” During fiscal 2005, there have been no material impairment losses recorded in connection with the assessment of the carrying value of intangible assets. The recoverability of the carrying values of all long-lived assets with definite lives is reevaluated when changes in circum- stances indicate the assets’ value may be impaired. In evaluating an asset for recoverability, the Company estimates the future cash flows expected to result from the use of the asset and eventual disposition. If the sum of the expected future cash flows is less than the carrying amount of the asset, an impairment loss, equal to the excess of the carrying amount over the fair value of the asset, is recognized. In determining the future cash flows the Company takes various factors into account, including changes in merchandising strategy, the impact of more experienced store managers, the impact of increased local advertising and the emphasis on store cost controls. Since the determination of future cash flows is an estimate of future performance, there may be future impairments in the event the future cash flow does not meet expectations. P62 notes to consolidated financial statements POLO RALPH LAUREN During the year ended April 2, 2005, the Company recorded a $1.3 million impairment charge related to the fixed assets at three retail locations. Inflation The rate of inflation over the past few years has not had a significant impact on our sales or profitability. Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less, including investments in debt securities. Our investments in debt securities are diversified among high-credit quality securities in accordance with our risk management policy and primarily include commercial paper and money market funds. 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. Officers’ Life Insurance We maintain whole life insurance policies on several of our senior executives. These policies are recorded at their cash surrender value. Additionally we have policies with split dollar arrangements which are recorded at the lesser of their cash surrender value or premiums paid. Amounts recorded under both types of policies aggregated $51.2 million and $50.2 million at April 2, 2005 and April 3, 2004, respectively, and are included in other assets in the accompanying consoli- dated balance sheets. During Fiscal 2003, the Company ceased paying premiums on split dollar life insurance policies related to officers and termi- nated certain split dollar arrangements. As of April 2, 2005, $2.1 million of split dollar policies had either been surrendered to the insurance company for cash or bought out by the related employee. Deferred Rent Obligations We account for rent expense under noncancelable operating leases with scheduled rent increases and landlord incentives on a straight-line basis over the lease term beginning with the effective lease commencement date. The excess of straight-line rent expense over scheduled payment amounts and landlord incentives is recorded as a deferred liability. Unamortized deferred rent obligations amounted to $74.1 million and $66.0 million at April 2, 2005 and April 3, 2004, respec- tively, and are included in Other noncurrent liabilities in the accompanying consolidated balance sheets. Other Comprehensive Income Other comprehensive income is recorded net of taxes and is reflected in the consolidated statements of stockholders’ equity. Other comprehensive income consists of unrealized gains or losses on hedges and foreign currency translation adjustments. Financial Instruments From time to time, we use derivative financial instruments to reduce our exposure to changes in foreign exchange and interest rates. While these instruments are subject to risk of loss from changes in exchange or interest rates, those losses generally would be offset by gains on the related exposure. The accounting for changes in the fair value of a derivative is dependent upon the intended use of the derivative. SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities, as Amended and Interpreted,” requires that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or liability 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 the timing and designated purpose of the derivative. Note 13 further describes the derivative instruments we are party to and the related accounting treatment. Historically, we have entered into interest rate swap agreements and forward foreign exchange contracts, which qualify as cash flow hedges under SFAS No. 133. We have also designated the entire balance of our Euro debt as a hedge of our net investment in a foreign subsidiary. During Fiscal 2005, we have entered into various forward exchange contracts that qualified as hedges on inventory purchases and royalty payments. Foreign Currency Transactions and Translations The financial position and results of operations of our foreign subsidiaries are measured using the Euro in our European operations and Yen in our Japanese operations as the functional currencies. Assets and liabilities are translated at the exchange rate in effect at each year end. Results of operations are translated at the average rate of exchange prevailing throughout the period. Translation adjustments arising from differences in exchange rates from period to period are included in other comprehensive income, net of taxes, except for certain foreign-denominated debt. Gains and losses on translation of intercompany loans with foreign subsidiaries of a long-term investment nature are also included in this component of stockholders’ equity. We have designated our Euro debt as a hedge of our net investment in a foreign subsidiary. Prior to fully designating our Euro debt as a hedge, transaction gains or losses resulting from changes in the Eurodollar rate were recorded in income and amounted to $3.2 million in Fiscal 2003. The gain on the Japanese Yen forward contracts, that did not qualify for hedge accounting, amounted to $2.4 million in Fiscal 2003. Gains and losses from other foreign currency transactions are separately identified in the consolidated statements of income. rl-2005 P63 notes to consolidated financial statements POLO RALPH LAUREN Cost of Goods Sold and Selling Expenses Cost of goods sold includes the expenses incurred to acquire and produce inventory for sale, including product costs, freight-in, import costs, as well as reserves for shrinkage and inventory obsolescence. The costs of selling the merchandise, including preparing the merchandise for sale, such as picking, packing, warehousing and order charges, are included in selling, general and administrative expenses (“SG&A”). Shipping and Handling Costs We reflect shipping and handling costs incurred as a component of SG&A expenses in the consol- idated statements of income. The shipping and handling costs incurred approximated $69.6 million, $61.0 million and $59.9 million in Fiscal 2005, Fiscal 2004 and Fiscal 2003, respectively. As a percent of revenues, they represented 2.1%, 2.6% and 2.7% in Fiscal 2005, Fiscal 2004 and Fiscal 2003, respectively. We bill our wholesale customers for shipping and handling costs and record such revenues in net sales upon shipment. Advertising We expense the production costs of advertising, marketing and public relations expenses upon the first showing of the related advertisement. We expense the costs of advertising paid to customers under cooperative advertising programs when the related advertisements are run. Total advertising expenses, including cooperative advertising, included within SG&A expenses amounted to $126.6 million, $112.3 million and $92.8 million in Fiscal 2005, Fiscal 2004 and Fiscal 2003, respectively. Net Income per Share Basic net income per share was calculated by dividing net income by the weighted-average number of shares outstanding during the period, excluding any potential dilution. Diluted net income per share was calculated similarly but includes potential dilution from the exercise of stock options and awards. The difference between the basic and diluted weighted-average shares outstanding is due to the dilutive effect of stock options, restricted stock units and restricted stock awards issued under our stock option plans. 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, no compensation cost has been recognized for fixed stock option grants. 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 proforma amounts as follows: fiscal year ended: (Dollars in thousands, except per share data) NET INCOME AS REPORTED ADD: STOCK-BASED COMPENSATION EXPENSE INCLUDED IN NET INCOME, NET OF TAX DEDUCT: TOTAL STOCK-BASED EMPLOYEE COMPENSATION EXPENSE DETERMINED UNDER FAIR VALUE BASED METHOD FOR ALL AWARDS, NET OF TAX PRO FORMA NET INCOME NET INCOME PER SHARE AS REPORTED: BASIC DILUTED PRO FORMA NET INCOME PER SHARE: BASIC DILUTED april 2, 2005 april 3, 2004 march 29, 2003 $ 190,425 $ 169,229 $ 175,683 8,160 21,821 176,764 1.88 1.83 1.74 1.70 $ $ $ $ $ 2,580 969 19,156 $ 152,653 17,957 $ 158,695 $ $ $ $ 1.71 1.68 1.54 1.51 $ $ $ $ 1.79 1.77 1.61 1.60 The weighted-average grant-date fair value of options granted during Fiscal 2005, Fiscal 2004 and Fiscal 2003 was $11.90, $10.83 and $11.06, respectively. The weighted-average grant-date fair value of restricted stock and restricted stock units granted during Fiscal 2005, Fiscal 2004 and Fiscal 2003 was $37.00, $25.33 and $18.21, respectively. 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, Fiscal 2004 and Fiscal 2003, respectively: expected volatility of 35.0%, 40.4% and 47.2%; risk-free interest rates of 3.29%, 2.56% and 3.69%; expected lives of 5.2 years; and a dividend of $0.20, $0.20 and $0.00. Reclassifications For comparative purposes, certain prior period amounts have been reclassified to conform to the current period’s presentation. P64 rl-2005 notes to consolidated financial statements POLO RALPH LAUREN 2. restatement of previously issued financial statements As a result of the clarifications contained in the February 7, 2005 letter from the Office of the Chief Accountant of the Securities and Exchange Commission (“SEC”) to the Center for Public Company Audit Firms of the American Institute of Certified Public Accountants regarding specific lease accounting issues, we initiated a review of the Company’s lease accounting practices. Management and the Audit Committee of the Company’s Board of Directors determined that our accounting prac- tices were incorrect with respect to rent holiday periods and the classification of landlord incentives and the related amortization. We have made all appropriate adjustments to correct these errors for all periods presented. In periods prior to the fourth quarter of fiscal 2005, we recorded straight-line rent expense for store operating leases over the related store’s lease term beginning with the commencement date of store operations. Rent expense was not recognized during any build-out period. To correct this practice, we adopted a policy in which rent expense is recognized on a straight-line over the store’s lease term commencing with the build-out period (the effective lease-commencement date). This correction resulted in a reduction in operating income of $2.9 million and an increase of $2.4 million for Fiscal 2004 and Fiscal 2003, respectively. Prior to the fourth quarter of fiscal 2005, we incorrectly classified tenant allowances (amount received from a landlord to fund leasehold improvements) as a reduction of property and equipment rather than as a deferred lease incentive liability. The amortization of these landlord incentives was originally recorded as a reduction in depreciation expense rather than as a reduc- tion of rent expense. In addition, our statements of cash flows had originally reflected these incentives as a reduction of capital expenditures within cash flows from investing activities rather than as cash flows from operating activities. These corrections resulted in an increase to net property and equipment and deferred lease incentive liabilities of $11.4 million and $20.6 million, respectively, at April 3, 2004. Additionally, for each of the fiscal years in the two-year period ended April 3, 2004, the reclassifica- tion of the amortization of deferred lease incentives resulted in a decrease to rent expense with a corresponding increase to depreciation expense of $2.1 million and $0.9 million, respectively. A $5.5 million decrease was recorded to retained earnings as of March 30, 2002 as a result of this restatement. In January 2000, Ralph Lauren Media, LLC, a joint venture with National Broadcasting Company, Inc. and certain affiliated companies (“NBC”), was formed. Under this 30-year joint venture agreement, Ralph Lauren Media is owned 50% by the Company and 50% by NBC and related affiliates. The Company has used the equity method of accounting for this investment since inception. On December 24, 2003, the Financial Accounting Standards Board (“FASB”) issued FIN 46R, which was applicable for finan- cial statements issued for reporting periods ending after March 15, 2004. The Company considered the provisions of FIN 46R in its fiscal 2004 financial statements and made the determination that Ralph Lauren Media was a variable interest entity (“VIE”) under FIN 46R. At that time the Company also determined that it was not the primary beneficiary under FIN 46R and, there- fore, was not required to consolidate the results of Ralph Lauren Media. Upon subsequent review the Company has concluded that its determination in 2004 was incorrect and that consolidation of Ralph Lauren Media into the Company’s financial statements was required as of April 3, 2004. The impact on the Company’s balance sheet as of April 3, 2004 is to increase assets and liabilities. Previously, the Company accounted for this joint venture using the equity method of accounting under which we recognized our share of Ralph Lauren Media’s operating results based on our share of ownership and the terms of the joint venture agreement. As a result, there is no impact from the consolidation on prior year’s reported earnings. The Company also corrected the classification of the net loss recorded on the disposal of property and equipment from the investing activities to the operating activities section within the Statement of Cash Flows for Fiscal 2004 and Fiscal 2003. Further, upon review of the Fiscal 2004 Statements of Cash Flows, the Company concluded that certain foreign exchange results previously classified as “Effect of exchange rate changes on cash and cash equivalents and net investment in foreign sub- sidiaries” should be classified as operating activities and has made these corrections as part of the restatement. P65 notes to consolidated financial statements POLO RALPH LAUREN A summary of the impact of the restatement to properly account for leases and to consolidate RL Media as described in Note 4, as of April 3, 2004 on the Company’s consolidated balance sheet as April 3, 2004, and the consolidated income statements for the fiscal years ended April 3, 2004 and March 29, 2003 is as follows: (Dollars in thousands) CONSOLIDATED BALANCE SHEET CASH AND CASH EQUIVALENTS INVENTORIES PREPAID EXPENSES AND OTHER TOTAL CURRENT ASSETS PROPERTY AND EQUIPMENT, NET DEFERRED TAX ASSETS OTHER ASSETS TOTAL ASSETS ACCOUNTS PAYABLE ACCRUED EXPENSE AND OTHER OTHER NONCURRENT LIABILITIES TOTAL STOCKHOLDERS’ EQUITY TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY fiscal year ended april 3, 2004: (Dollars in thousands, except per share data) CONSOLIDATED STATEMENT OF INCOME SELLING, GENERAL AND ADMINISTRATIVE EXPENSES INCOME FROM OPERATIONS PROVISION FOR INCOME TAXES NET INCOME NET INCOME PER SHARE– DILUTED fiscal year ended march 29, 2003: (Dollars in thousands, except per share data) CONSOLIDATED STATEMENT OF INCOME SELLING, GENERAL AND ADMINISTRATIVE EXPENSES INCOME FROM OPERATIONS PROVISION FOR INCOME TAXES NET INCOME NET INCOME PER SHARE– DILUTED april 3, 2004 as previously reported lease accounting adjustments rl media consolidation as restated $ 343,477 363,691 100,862 1,271,319 397,328 61,579 180,772 2,270,241 187,355 234,218 69,693 1,422,073 2,270,241 $ – – 16 16 11,379 3,963 (3,897) 11,461 – (2,472) 20,559 (6,626) 11,461 $ 8,858 9,479 (2,521) 15,816 34 – – 15,850 1,564 4,978 9,308 – 15,850 as previously reported lease accounting adjustments $ 1,029,957 273,796 95,055 170,954 1.69 $ as previously reported $ $ 904,741 288,417 100,151 174,235 1.76 $ $ 2,905 (2,905) (1,180) (1,725) (0.01) lease accounting adjustments $ $ (2,438) 2,438 990 1,448 0.01 $ 352,335 373,170 98,357 1,287,151 408,741 65,542 176,875 2,297,552 188,919 236,724 99,560 1,415,447 2,297,552 as restated $ 1,032,862 270,891 93,875 169,229 1.68 $ as restated $ $ 902,303 290,855 101,141 175,683 1.77 P66 notes to consolidated financial statements POLO RALPH LAUREN The corrections described above also resulted in increases in cash provided by operating activities (primarily due to the proper presentation of deferred lease incentives) with corresponding increases in cash used in investing activities (due to the proper presentation of tenant allowances) for each of the fiscal years in the two-year period ended April 3, 2004 of $3.2 million and $3.8 million, respectively. A summary of the impact of the corrections to the statements of cash flows, is as follows: (Dollars in thousands) CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE FISCAL YEAR ENDED APRIL 3, 2004: NET CASH PROVIDED BY OPERATING ACTIVITIES NET CASH USED IN INVESTING ACTIVITIES EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS FOR THE FISCAL YEAR ENDED MARCH 29, 2003: NET CASH PROVIDED BY OPERATING ACTIVITIES NET CASH USED IN INVESTING ACTIVITIES NET INCREASE IN CASH AND CASH EQUIVALENTS as previously reported lease accounting adjustments rl media consolidation other cash flow adjustments as restated $ 210,606 132,702 (1,610) (129) $ 268,974 166,269 98,873 $ $ 3,224 3,224 – – 3,762 3,762 – $ $ – (8,858) – 8,858 – – – $ $ (222) 7,391 7,613 – 13,452 13,452 $ 213,608 134,459 6,003 8,729 $ 286,188 183,483 – 98,873 3. recent accounting pronouncements In March 2005, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards Interpretation Number 47 (“FIN 47”), “Accounting for Conditional Asset Retirement Obligations.” FIN 47 provides clarifica- tion regarding the meaning of the term “conditional asset retirement obligation” as used in FASB 143, “Accounting for Asset Retirement Obligations.” The Company is currently evaluating the impact of FIN 47 on its financial statements. In December 2003, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 104 (“SAB 104”), “Revenue Recognition.” SAB 104 expands previously issued guidance on the subject of Revenue Recognition and provides specific criteria which must be fulfilled to permit the recognition of revenue from transactions. The Company does not expect the issuance of SAB 104 to have a material effect on the consolidated results of operations or financial position. In December 2004, the FASB issued Staff Position (“FSP”) No. 109-2, “Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004” (“FSP No. 109-2”). FSP No. 109-2 provides guidance under SFAS No. 109, “Accounting for Income Taxes,” with respect to recording the potential impact of the repatriation provisions of the American Jobs Creation Act of 2004 (the “Jobs Act”) on enterprises’ income tax expense and deferred tax lia- bility. FSP No. 109-2 states that an enterprise is allowed time beyond the financial reporting period of enactment to evaluate the effect of the Jobs Act on its plan for reinvestment or repatriation of foreign earnings for purposes of applying SFAS No. 109. The Company is currently evaluating the impact of FSP No. 109-2 on its Consolidated Financial Statements. In December 2004, the FASB issued SFAS 123R, “Share-Based Payment,” a revision of FASB Statement No. 123. Under this standard, all forms of share-based payment to employees, including stock options, would be treated as compensation and rec- ognized in the income statement. This proposed statement would be effective for awards granted, modified or settled in 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, valued using the Black-Scholes valuation model, is disclosed in Note 1 of Notes to Consolidated Financial Statements. The Company is currently researching the appropriate valuation model to use for stock options. In con- nection with the issuance of SFAS 123R, the Securities and Exchange Commission issued Staff Accounting Bulletin Number 107 (“SAB 107”) in March of 2005. SAB 107 provides implementation guidance for companies to use in their adoption of SFAS 123R. The Company is currently evaluating the effect of SFAS 123R and SAB 107 on its financial statements with intent of implementing this standard in Fiscal 2007. rl-2005 P67 notes to consolidated financial statements POLO RALPH LAUREN In December 2004, the FASB issued SFAS 153, “Exchanges of Nonmonetary Assets.” SFAS 153 is an amendment of Accounting Principles Board Opinion 29, “Accounting for Nonmonetary Transactions,” and eliminates certain narrow differ- ences between APB 29 and international accounting standards. SFAS 153 is effective for fiscal periods beginning on or after June 15, 2005. The adoption of SFAS 153 is not expected to have a material impact on the Company’s financial statements. In December 2004, the FASB issued SFAS 152, “Accounting for Real Estate Time Sharing Transactions.” SFAS 152 is an amendment of SFAS 66 and 67 and generally requires that real estate time sharing transactions be accounted for as non-retail land sales. SFAS 152 is effective for fiscal years beginning on or after June 15, 2005. The adoption of SFAS 152 is not expected to have a material impact on the Company’s financial statements. In November 2004, the FASB issued SFAS 151, “Inventory Costs.” SFAS 151 is an amendment of Accounting Research Board Opinion Number 43 and sets standards for the treatment of abnormal amounts of idle facility expense, freight, handling costs and spoilage. SFAS 151 is effective for fiscal years beginning after June 15, 2004. The Company is currently evaluating the impact of SFAS 151 on its financial statements. In October 2004, the FASB Emerging Issue Task Force issued its abstract No. 04-01 (“EITF 04-01”) “Accounting for Pre-exist- ing Relationships between the Parties to a Business Combination.” EITF 04-01 addresses the appropriate accounting treatment for portions of the acquisition costs of an entity which may be deemed to apply to Elements of a pre-existing business relation- ship between the acquiring company and the target company. EITF 04-01 is effective for combinations consummated after October 2004. It is therefore applicable to the pending Footwear acquisition discussed in Note 23. Historically, the Company had not assigned any value to pre-existing business relationships reacquired in purchase transactions. The adoption of EITF 04- 01 has no effect on historical financial statements. In January 2003, the FASB issued Financial Interpretation No. (“FIN”) 46, “Consolidation of Variable Interest Entities” which was amended by FIN 46R in December 2003. A variable interest entity is a corporation, partnership, trust or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights, or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. Historically, entities generally were not consolidated unless the entity was controlled through voting interests. FIN 46R changes that by requiring a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest enti- ty’s activities or entitled to receive a majority of the entity’s residual returns or both. A company that consolidates a variable interest entity is called the “primary beneficiary” of that entity. FIN 46R also requires disclosures about variable interest entities that a company is not required to consolidate but in which it has a significant variable interest. The consolidation requirements of FIN 46R apply immediately to variable interest entities created after January 31, 2003. The consolidation requirements of FIN 46R apply to existing entities in the first fiscal year or interim period beginning after December 15, 2003. Also, certain dis- closure requirements apply to all financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. The adoption of FIN 46R required us to consolidate the assets and liabilities of RL Media. See Note 4 regarding our interest in Ralph Lauren Media, LLC. 4. acquisitions and joint venture On July 2, 2004, we completed the acquisition of certain assets of RL Childrenswear Company, LLC for a purchase price of approximately $263.5 million, including transaction costs. The purchase price includes deferred payments of $15 million over the next three years, and we have 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. During the third quarter, we recorded a $5 million liability representing the contingent purchase payment because we believe it is probable the sales targets will be achieved. This amount was recorded as an increase in goodwill. RL Childrenswear Company LLC was a Polo Ralph Lauren licensee holding the exclu- sive 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 this acquisition, we recorded fair values of assets and liabilities as follows: inven- tory of $26.6 million, property & equipment of $7.5 million, intangible assets consisting of non-compete agreements, valued at $2.5 million and customer relationships, valued at $29.9 million, other assets of $1.0 million, goodwill of $208.3 million and liabilities of $12.3 million. The Company has now finalized the allocation of the purchase price. Operating activities of the Childrenswear Company since the acquisition are included in the results of operations commenc- ing July 2, 2004, for year ended April 2, 2005. 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 transac- tion occurred March 30, 2003, nor is it indicative of our future results. P68 rl-2005 notes to consolidated financial statements POLO RALPH LAUREN The following pro forma amounts reflect adjustments for purchases made by us from Childrenswear, licensing royalties paid to us by Childrenswear, amortization of the non-compete agreements, lost interest income on the cash used for the purchase and the 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 include mate- rial nonrecurring charges of approximately $7.4 million included within Cost of goods sold related to the write up to fair value of inventory as part of the preliminary purchase price allocation. for the year ended: (Dollars in thousands, except per share data) NET REVENUE NET INCOME NET INCOME PER SHARE – BASIC NET INCOME PER SHARE – DILUTED april 2, 2005 (Actual) $ 3,359,168 195,338 1.92 1.88 $ $ april 3, 2004 $ 2,858,458 186,164 1.88 1.84 $ $ 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. In February 2003, we acquired a 50% controlling interest in the Japanese master licensee for our men’s, women’s, kids, home and jeans business in Japan for approximately $24.1 million. In connection with this acquisition, 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 rec- ognized 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 our recording an additional $0.5 million of goodwill. All of the revenues and expenses for the Japanese master licensee are included in the Company’s consolidated statements of operations because management has concluded that certain rights granted to us in the stockholders agreement give us perpetu- al legal control over our Japanese master licensee. For the years ended April 2, 2005 and April 3, 2004, we have recorded minority interest expense of $3.8 million and $1.4 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 Income. 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 Fiscal 2005 and Fiscal 2004, we recorded $6.4 million and $5.5 million, respectively, of equity investment income related to this investment. This amount is included in Other (income) expense, net in the Consolidated Statements of Income. Results for our Japanese interests are reported on a one-month lag. During Fiscal 2003, we acquired several retail locations from certain of our licensees in Belgium, Germany, and Argentina for a total purchase price of $4.6 million. At April 2, 2005, the Company’s accounting for the Fiscal 2003 acquisitions has been finalized. Unaudited pro forma informa- tion related to these acquisitions is not included since the impact of these transactions are not material to the consolidated results of the Company. On February 7, 2000, we announced the formation of Ralph Lauren Media, LLC (“RL Media”), a joint venture between National Broadcasting Company, Inc. and certain affiliated companies (“NBC”) and ourselves. RL Media was created to bring our American lifestyle experience to consumers via multiple media platforms, including the Internet, broadcast, cable and print. Under the 30-year joint venture agreement, RL Media is owned 50% by us and 50% by NBC. In exchange for a 50% inter- est, we provide marketing through our annual print advertising campaign, make our merchandise available at initial cost of inventory and sell RL Media’s excess inventory through our outlet stores, among other things. NBC contributed $40.0 million in online distribution and promotion and a cash funding commitment up to $50.0 million. NBC also initially committed to con- tribute $110.0 million of television and online advertising. During Fiscal 2003, RL Media entered into an agreement to sell its P69 notes to consolidated financial statements POLO RALPH LAUREN unused television and advertising spots for $15.0 million. Under the terms of the joint venture agreement we will not absorb any losses from the joint venture which were not funded with cash capital contributions and will share proportionately in the net income or losses thereafter. Additionally, we will receive a royalty on the sale of our products by RL Media based on speci- fied percentages of net sales over a predetermined threshold, subject to certain limitations; to date, no such royalty income has been recognized. RL Media’s managing board has equal representation from NBC and us. Through April 2, 2004, the Company used the equity method of accounting for this investment. Under FIN 46R, we now con- solidate RL Media into our consolidated financial statements on a one quarter lag. For the year ended April 2, 2005 we recorded $4.2 million of minority interest expense associated with the noncontrolling equity interest. This amount is included in the Consolidated Statement of Income in the Other (expense) income caption. 5. inventories Inventories are summarized as follows: (Dollars in thousands) RAW MATERIALS WORK-IN-PROCESS FINISHED GOODS 6. property and equipment, net Property and equipment, net consisted of the following: (Dollars in thousands) LAND AND IMPROVEMENTS BUILDINGS FURNITURE AND FIXTURES MACHINERY AND EQUIPMENT LEASEHOLD IMPROVEMENTS LESS: ACCUMULATED DEPRECIATION AND AMORTIZATION $ $ $ april 2, 2005 5,276 8,283 416,523 430,082 april 2, 2005 9,925 19,006 402,711 211,408 409,916 1,052,966 $ $ $ april 3, 2004 5,516 4,669 362,985 373,170 april 3, 2004 3,725 18,540 345,668 187,073 352,413 907,419 565,072 487,894 $ 498,678 408,741 $ Depreciation and amortization expense of property and equipment was $99.9 million, $84.4 million and $80.6 million for Fiscal 2005, Fiscal 2004 and Fiscal 2003, respectively. 7. goodwill and other intangible assets Effective March 31, 2002, the Company adopted SFAS No. 142. This accounting standard requires that goodwill and indefinite lived intangible assets are no longer amortized but are subject to annual impairment tests. Other intangible assets with finite lives will continue to be amortized over their useful lives. The transitional impairment tests were completed and did not result in an impairment charge. We completed our annual impairment test as of the first day of the second quarter of Fiscal 2005. As a result of this test, no impairment was recognized. The carrying value of goodwill as of April 2, 2005 and April 3, 2004 by operating segment is as follows: (Dollars in millions) BALANCE AT APRIL 3, 2004 PURCHASES EFFECT OF FOREIGN EXCHANGE AND OTHER ADJUSTMENTS BALANCE AT APRIL 2, 2005 wholesale retail licensing total $ $ 151.1 209.6 7.2 367.9 $ $ 74.0 – 0.5 74.5 $ $ 116.5 – – 116.5 $ $ 341.6 209.6 7.7 558.9 P70 notes to consolidated financial statements POLO RALPH LAUREN The carrying value of indefinite lived intangible assets as of April 2, 2005 was $1.5 million and relates to the Company’s owned trademark. Finite life intangible assets as of April 2, 2005 and April 3, 2004, subject to amortization, are comprised of the following: (Dollars in thousands) LICENSED TRADEMARKS NON-COMPETE AGREEMENTS CUSTOMER RELATIONSHIPS RUGBY.COM april 2, 2005 april 3, 2004 gross gross carrying accumulated amount amortization net carrying accumulated amount amortization estimated lives net $ 17,400 2,500 29,900 353 $ (3,125) (625) (897) (12) $ 14,275 1,875 29,003 341 $ 17,400 – – – $ (1,260) – – – $ 16,140 – – – 10 years 3 years 25 years 15 years Intangible amortization expense was $3.4 million for the year ended April 2, 2005. The estimated intangible amortization expense for each of the following five years is expected to be approximately $3.8 million for the next two years, $3.2 million for the third year and $3.0 million for the fourth and fifth years. 8. other assets Other assets consisted of the following: (Dollars in thousands) EQUITY INTEREST INVESTMENT OFFICERS’ LIFE INSURANCE OTHER LONG-TERM ASSETS 9. accrued expenses and other Accrued expenses consisted of the following: (Dollars in thousands) ACCRUED OPERATING EXPENSES ACCRUED LITIGATION AND CLAIMS RESERVES ACCRUED PAYROLL AND BENEFITS ACCRUED RESTRUCTURING CHARGE 10. restructuring charge april 2, 2005 april 3, 2004 $ 61,970 51,169 70,051 $ 183,190 $ 57,766 50,250 68,859 $ 176,875 april 2, 2005 april 3, 2004 $ 192,196 106,200 61,660 5,812 $ 365,868 $ 185,069 – 38,820 12,835 $ 236,724 During Fiscal 2004, we decided to close our remaining RRL stores, in connection with this decision we recorded a $0.3 million and $1.3 million restructuring charge for fixed asset write-offs and lease termination costs during Fiscal 2005 and Fiscal 2004, respectively. The remaining reserve balance of $0.6 million is expected to be paid during Fiscal 2006. 2003 Restructuring Plan During the third quarter of Fiscal 2003, we completed a strategic review of our European businesses and formalized our plans to centralize and more efficiently consolidate its business operations. The major initiatives of the plan included the following: consolidation of our headquarters from five cities in three countries to one location; the consolidation of our European logistics operations to Italy; and the migration of all European information systems to a standard global sys- tem. In connection with the implementation of this plan, the Company has recorded a restructuring charge of $2.1 million rl-2005 P71 notes to consolidated financial statements POLO RALPH LAUREN during Fiscal 2005 and $7.9 million during Fiscal 2004 for severance and contract termination costs. The $2.1 million repre- sents the additional liability for employees notified of their termination and properties we ceased using during Fiscal 2005. The major components of the charge and the activity through April 2, 2005 were as follows: (Dollars in thousands) FISCAL 2003 PROVISION FISCAL 2003 SPENDING BALANCE AT MARCH 29, 2003 FISCAL 2004 PROVISION FISCAL 2004 SPENDING BALANCE AT APRIL 3, 2004 FISCAL 2005 PROVISION FISCAL 2005 SPENDING BALANCE AT APRIL 2, 2005 severance lease and and other contract termination costs termination benefits $ $ 11,876 (3,777) 8,099 7,104 (11,887) 3,316 2,067 (5,242) 141 $ $ 2,567 – 2,567 757 (1,465) 1,859 – (968) 891 total 14,443 (3,777) 10,666 7,861 (13,352) 5,175 2,067 (6,210) 1,032 $ $ 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 $23.3 million have been paid through April 2, 2005. It is expected that this plan will be completed, and the remaining liabilities will be paid, in accordance with contract terms. 2001 Operational Plan During the second quarter of Fiscal 2001, we completed an internal operational review and formal- ized our plans to enhance the growth of our worldwide luxury retail business, to better manage inventory and to increase our overall profitability. The major initiatives of the 2001 Operational Plan included: refining our retail strategy; developing effi- ciencies in our supply chain; and consolidating corporate strategic business functions and internal processes. Costs associated with this aspect of the 2001 Operational Plan included lease and contract termination costs, store fixed asset writedowns and severance and termination benefits. 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 our retail stores. During Fiscal 2004, a $10.4 million increase was recorded due to market factors that were less favorable than originally estimated. The major components of the charge and the activity through April 2, 2005, were as follows: (Dollars in thousands) BALANCE AT MARCH 31, 2001 2002 SPENDING ADDITIONAL PROVISION BALANCE AT MARCH 30, 2002 2003 SPENDING BALANCE AT MARCH 29, 2003 FISCAL 2004 PROVISION FISCAL 2004 SPENDING BALANCE AT APRIL 3, 2004 FISCAL 2005 PROVISION FISCAL 2005 SPENDING BALANCE AT APRIL 2, 2005 severance and termination benefits lease and contract termination costs $ $ 2,942 (2,150) – 792 (792) – – – – – – – $ $ 4,169 (6,014) 16,000 14,155 (9,004) 5,151 10,404 (9,195) 6,360 – (2,294) 4,066 other costs 782 (767) – 15 (15) – – – – – – – $ $ total 7,893 (8,931) 16,000 14,962 (9,811) 5,151 10,404 (9,195) 6,360 – (2,294) 4,066 $ $ Total severance and termination benefits as a result of the 2001 Operational Plan related to approximately 550 employees, all of whom have been terminated. Total cash outlays related to the 2001 Operational Plan are expected to be approximately $51.2 million, $47.0 million of which have been paid through April 2, 2005. We completed the implementation of the 2001 Operational Plan in Fiscal 2002 and expect to settle the remaining liabilities in accordance with contract terms. P72 rl-2005 notes to consolidated financial statements POLO RALPH LAUREN 11. income taxes The Company and its U.S. subsidiaries file a consolidated Federal Income tax return. The components of the provision for income taxes were as follows: fiscal year ended: (Dollars in thousands) CURRENT: FEDERAL STATE AND LOCAL FOREIGN DEFERRED: FEDERAL STATE AND LOCAL FOREIGN april 2, 2005 april 3, 2004 march 29, 2003 $ 102,068 17,265 16,113 135,446 (33,704) 2,404 3,190 (28,110) $ 107,336 $ $ 81,781 4,135 10,450 96,366 (5,350) (1,082) 3,941 (2,491) 93,875 $ $ 77,299 6,550 7,401 91,250 9,818 (1,834) 1,907 9,891 101,141 The current income tax provisions exclude approximately $18.6 million in Fiscal 2005, $5.7 million in Fiscal 2004, and $1.2 million in Fiscal 2003 arising from the tax benefits related to the exercise of nonqualified stock options. These amounts have been credited to capital in excess of par value. The foreign and domestic components of income before provision for income taxes were as follows: fiscal year ended: (Dollars in thousands) DOMESTIC FOREIGN april 2, 2005 april 3, 2004 march 29, 2003 $ 152,584 146,782 $ 299,366 $ $ 196,052 62,975 259,027 $ $ 192,605 84,219 276,824 The deferred tax assets reflect the net tax effect of temporary differences, primarily net operating loss carryforwards, property and equipment and accounts receivable, between the carrying amounts of assets and liabilities for financial reporting and the amounts used for income tax purposes. The components of the net deferred tax assets at April 2, 2005 and April 3, 2004 were as follows: fiscal year ended: (Dollars in thousands) DEFERRED TAX ASSETS: NET OPERATING LOSS CARRYFORWARDS PROPERTY AND EQUIPMENT ACCOUNTS RECEIVABLE UNIFORM INVENTORY CAPITALIZATION DEFERRED COMPENSATION RESTRUCTURING RESERVES ACCRUED EXPENSES CUMULATIVE TRANSLATION ADJUSTMENT OTHER TOTAL DEFERRED TAX ASSET LESS: VALUATION ALLOWANCE NET DEFERRED TAX ASSET DEFERRED TAX LIABILITIES: GOODWILL AND OTHER INTANGIBLES FOREIGN REORGANIZATION COSTS TOTAL DEFERRED TAX LIABILITY NET DEFERRED TAX ASSET april 2, 2005 april 3, 2004 $ 58,973 4,416 22,838 6,633 15,356 3,365 42,422 17,678 10,718 182,399 55,249 127,150 $ 83,752 24,964 13,792 5,117 8,597 5,018 1,788 19,585 (93) 162,520 62,934 99,586 (17,742) 1,226 (16,516) 110,634 $ (9,854) (4,572) (14,426) 85,160 $ P73 notes to consolidated financial statements POLO RALPH LAUREN We have available federal, state and foreign net operating loss carryforwards of approximately $3.6 million, $81 million and $6 million, respectively, for tax purposes to offset future taxable income. The net operating loss carryforwards expire beginning in Fiscal 2006. The utilization of the federal net operating loss carryforwards is subject to the limitations of Internal Revenue Code Section 382, which applies following certain changes in ownership of the entity generating the loss carryforward. Also, we have available state and foreign net operating loss carryforwards of approximately $135 million and $50 million, respectively, for which no net deferred tax asset has been recognized. A full valuation allowance has been recorded since we do not believe that we will more likely than not be able to utilize these carryforwards to offset future taxable income. Subsequent recognition of a portion of the deferred tax asset relating to these federal, state and foreign net operating loss carryforwards would result in a reduction of goodwill recorded in connection with acquisitions. Additionally, we have recorded a valuation allowance against certain other deferred tax assets relating to our foreign operations. Subsequent recognition of these deferred tax assets, as well as a portion of the foreign net operating loss carryforwards, would result in an income tax benefit in the year of such recognition. During the year, the Company resolved audits in various foreign jurisdictions resulting in a $19 million reduction of the NOL’s which were subject to a full valuation allowance. The Company also increased the valuation allowance by $8 million relating to current year losses incurred in these foreign jurisdictions. Furthermore, changes in other deferred tax components resulted in a $3 million increase in the valuation allowance. These valuation allowances have been recorded because management has determined that it is more likely than not that such tax benefits will not be realized. Provision has not been made for United States or additional foreign taxes on approximately $188 million of undistributed earnings of foreign subsidiaries. Those earnings have been and will continue to be reinvested. These earnings could become subject to tax if they were remitted as dividends, if foreign earnings were lent to PRLC, a subsidiary or a United States affiliate of PRLC, or if the stock of the subsidiaries were sold. Determination of the amount of unrecognized deferred tax liability with respect to such earnings is not practical. We believe that the amount of the additional taxes that might be payable on the earn- ings of foreign subsidiaries, if remitted, would be partially offset by United States foreign tax credits. The American Jobs Creation Act of 2004 (the “Jobs Act”) was signed into law on October 22, 2004. The Jobs Act included a special one-time 85% dividends received deduction on the repatriation of certain foreign earning to a U.S. taxpayer (the “Repatriation Provision”), provided that specified conditions and restrictions are satisfied, including a requirement that the repatriated foreign earnings are invested in the U.S. pursuant to a domestic reinvestment plan. On December 21, 2004, the FASB issued FSB 109-2 which permits companies additional time beyond the financial reporting period in which the Jobs Act was enacted to evaluate the effect of the Repatriation Provision. As of April 2, 2005, the Company has not yet completed its evalua- tion of the impact of the Repatriation Provision and cannot reasonably estimate the impact at this time. Accordingly, the impact of the Repatriation Provision has not been reflected in the Company’s financial statements. The Company expects to complete its evaluation of the Repatriation Provision and the related tax impact during the next fiscal year. The Company is periodically examined by various federal, state and foreign tax jurisdictions. The tax years under examination vary by jurisdiction. We regularly consider the likelihood of assessments in each of the taxing jurisdictions and have established tax allowances which represent management’s best estimate of the potential assessments. The resolution of tax matters could dif- fer from the amount reserved. While that difference could be material to the results of operations and cash flows for any affected reporting period, it is not expected to have a material impact on consolidated financial position or consolidated liquidity. The historical provision for income taxes in Fiscal 2005, Fiscal 2004 and Fiscal 2003 differs from the amounts computed by applying the statutory federal income tax rate to income before provision for income taxes due to the following: fiscal year ended: (Dollars in thousands) PROVISION FOR INCOME TAXES AT STATUTORY FEDERAL RATE INCREASE (DECREASE) DUE TO: STATE AND LOCAL INCOME TAXES, NET OF FEDERAL BENEFIT FOREIGN INCOME TAXES, NET OTHER april 2, 2005 april 3, 2004 march 29, 2003 $ 104,778 12,785 (13,260) 3,033 $ 107,336 $ $ 90,659 $ 96,888 1,986 4,803 (3,573) 93,875 3,065 623 565 $ 101,141 P74 notes to consolidated financial statements POLO RALPH LAUREN 12. 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. 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. We incur a financing charge of ten basis points per month on the average monthly balance of these outstanding letters of credit. 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. As of April 2, 2005, the margin was 0.625%. The New Credit Facility requires us to maintain certain covenants: • a minimum ratio of consolidated Earnings Before Interest, Taxes, Depreciation, Amortization and Rent (“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 New 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. 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. On November 22, 1999, we issued Euro 275.0 million of 6.125% Notes (“Euro debt”) due November 2006. The Euro debt is list- ed on the London Stock Exchange. The net proceeds from the Euro debt offering were $281.5 million based on the Euro exchange rate on the issuance date. A portion of the net proceeds from the issuance was used to finance the acquisition of stock and certain assets of Poloco while the remaining net proceeds were retained for general corporate purposes. Interest on the Euro debt is payable annually. Through Fiscal 2004, we repurchased Euro 47.7 million of our outstanding Euro debt, or $43.6 million based on Euro exchange rates. The loss on this early extinguishment of debt was not material. At April 2, 2005, we had no balance outstanding under the New Credit Facility and $291.0 million outstanding in Euro debt based on the year end Euro exchange rate. We were also contingently liable for $29.8 million in outstanding letters of credit related primarily to commitments for the purchase of inventory. At April 3, 2004, we had no balance outstanding under the New Credit Facility and $277.3 million outstanding in Euro debt based on the year end Euro exchange rate. The credit facilities bore interest primarily at the institution’s prime rate. The weighted-average interest rate on borrowings was 3.4%, 3.8% and 5.4% in Fiscal 2005, 2004 and 2003, respectively. The carrying amounts of financial instruments reported in the accompanying consolidated balance sheets approximated their estimated fair values, except for the Euro debt, primarily due to either the short-term maturity of the instruments or their adjustable market rate of interest. The fair value of the Euro debt, net of discounts, was $306.9 million, and $292.6 million, as of April 2, 2005 and April 3, 2004 respectively, based on its quoted market price as listed on the London Stock Exchange. rl-2005 P75 notes to consolidated financial statements POLO RALPH LAUREN 13. financial instruments We enter into forward foreign exchange contracts as cash flow 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 April 2, 2005, we had the following foreign exchange contracts outstanding: (i) to deliver Euro 94.3 million in exchange for $124.3 million through Fiscal 2005 and (ii) to deliver 11,389 million Yen in exchange for $99.6 million through Fiscal 2008. At April 2, 2005, the fair value of these contracts resulted in unrealized gains and losses, net of taxes of $1.8 million and $8.2 million, for the Euro forward contracts and Japanese Yen forward contracts, respectively. In May 2003, we terminated the cross currency rate swap (discussed below), and entered into an interest rate swap that termi- nates in November 2006. The interest rate swap is being used to convert Euro 105.2 million, 6.125% fixed rate borrowings into Euro 105.2 million, EURIBOR minus 1.55% variable rate borrowings. We entered into the interest rate swap to minimize the impact of changes in the fair value of the Euro debt due to changes in EURIBOR, the benchmark interest rate. The swap has been designated as a fair value hedge under SFAS No. 133. Hedge ineffectiveness is measured as the difference between the respective gains or losses recognized in earnings from the changes in the fair value of the interest rate swap and the Euro debt resulting from changes in the benchmark interest rate, and was de minimis for Fiscal 2005. In addition, we have designated the entire 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 compre- hensive income in the consolidated financial statements as an unrealized gain or loss on foreign currency hedges. On April 6, 2004 and October 4, 2004, the Company executed interest rate swaps to convert the fixed interest rate on an additional total of Euro 100.0 million of the Eurobonds to a floating rate (EURIBOR based). After the execution of this swap, approximately Euro 22.0 million of the Eurobonds remained at a fixed interest rate. For the year ended April 2, 2005, Accumulated other comprehensive income included Unrealized losses of $48.7 million related to Euro 227.3 million of foreign investment hedged. For the year ended April 3, 2004, Other comprehensive income included Unrealized losses of $37.7 million related to Euro 205.8 million of foreign investment hedged. In November 2002, the Company entered into forward contracts on 6.2 billion Japanese Yen that terminated in February 2003. These forward contracts were entered into to minimize the impact of foreign exchange fluctuations on the Japanese Yen purchase price in connection with the transactions described in Note 4. The forward contracts did not qualify for hedge accounting under SFAS No. 133 and as such the changes in the fair value of the contracts were recognized currently in earnings. In connection with accounting for these contracts during Fiscal 2003, the Company recognized $2.4 million of foreign exchange gain on these forward contracts, included as a component of foreign currency losses (gains), in the accompanying consolidated statements of income. In June 2002, we entered into a cross currency rate swap, which was scheduled to terminate in November 2006. The cross currency rate swap was being used to convert Euro 105.2 million, 6.125% fixed rate borrowings into $100.0 million, LIBOR plus 1.24% variable rate borrowings. We entered into the cross currency rate swap to minimize the impact of foreign exchange fluctuations in both principal and interest payments resulting from Euro debt, and to minimize the impact of changes in the fair value of the Euro debt due to changes in LIBOR, the benchmark interest rate. The swap had been designated as a fair value hedge under SFAS No. 133. Hedge ineffectiveness was measured as the difference between the respective gains or losses recog- nized in earnings from the changes in the fair value of the cross currency rate swap and the Euro debt. In April 1999, we entered into interest rate swap agreements with commercial banks which expired in 2003 to hedge against interest rate fluctuations. The swap agreements effectively converted borrowings under the 2002 bank credit facility from vari- able rate to fixed rate obligations. Under the terms of these agreements, we made payments at a fixed rate of 5.5% and received payments from the counterparty based on the notional amount of $100.0 million at a variable rate based on LIBOR. The net interest paid or received on this arrangement was included in interest expense. The fair value of these agreements was based upon the estimated amount that we would have to pay to terminate the agreements, as determined by the financial institutions. The fair value of these agreements was an unrealized loss of $1.3 million at March 29, 2003, all of which was reclassified into earnings during Fiscal 2004. P76 rl-2005 notes to consolidated financial statements POLO RALPH LAUREN As of April 2, 2005 and April 3, 2004, the Company was party to the following contracts: fiscal year ended: (Dollars in millions) FOREIGN CURRENCY CONTRACTS INTEREST RATE SWAP CONTRACTS april 2, 2005 april 3, 2004 notional fair value notional fair value $ 244.0 205.2 $ $ (7.3) 10.9 $ 144.9 105.2 $ $ (13.0) 14.9 14. commitments and contingencies Leases We lease office, warehouse and retail space and office equipment under operating leases which expire through 2029. As of April 2, 2005, aggregate minimum annual rental payments under noncancelable operating leases with lease terms in excess of one year were payable as follows: fiscal year ending: (Dollars in thousands) 2006 2007 2008 2009 2010 THEREAFTER $ 121,991 121,485 114,319 104,777 96,169 580,694 $ 1,139,435 Rent expense charged to operations was $127.8 million, $107.5 million and $93.8 million in Fiscal 2005, Fiscal 2004 and Fiscal 2003, respectively, net of sub-lease income. Substantially all outlet and retail store leases provide for contingent rentals based upon sales and require us to pay taxes, insurance and occupancy costs. Certain rentals are based solely on a percentage of sales. Contingent rental charges included in rent expense were $9.5 million, $8.1 million and $6.9 million in Fiscal 2005, Fiscal 2004 and Fiscal 2003, respectively. These rental amounts exclude associated costs such as real estate taxes and common area maintenance. Employment Agreements We are party to employment agreements with certain executives which provide for compensation and certain other benefits. The agreements also provide for severance payments under certain circumstances. Acquisitions See Note 3 for information regarding contingent payments related to acquisitions made by the Company. Concentration of Credit Risk We sell our merchandise primarily to major upscale department stores across the United States and extend credit based on an evaluation of the customer’s financial condition generally without requiring collateral. Credit risk is driven by conditions or occurrences within the economy and the retail industry and is principally dependent on each customer’s financial condition. A decision by the controlling owner of a group of stores or any substantial customer to decrease the amount of merchandise purchased from us or to cease carrying our products could have a material adverse effect. We had three customers who in aggregate constituted approximately 44.9% and 40.1% of trade accounts receivable outstanding at April 2, 2005 and April 3, 2004, respectively. We had three significant customers who accounted for approximately 18.0%, 17.3% and 15.8% each of worldwide wholesale net sales in Fiscal 2005. These three significant customers accounted for approximately 14.1%, 13.2% and 10.4% each of net sales in Fiscal 2004, and for approximately 12.5%, 9.7% and 8.4% each of net sales in Fiscal 2003. Additionally, we had four sig- nificant licensees who in aggregate constituted approximately 38%, 50% and 51% of licensing revenue in Fiscal 2005, Fiscal 2004 and Fiscal 2003, respectively. We monitor credit levels and the financial condition of our customers on a continuing basis to minimize credit risk. We believe that adequate provision for credit loss has been made in the accompanying consolidated financial statements. We are also subject to concentrations of credit risk with respect to our cash and cash equivalents, marketable securities, inter- est rate swap agreements and forward foreign exchange contracts which we attempt to minimize by entering into these arrangements with major banks and financial institutions and investing in high-quality instruments. We do not expect any counterparties to fail to meet their obligations. Declaration of Dividends 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 fourth quarter dividend was payable to shareholders of record at the close of business on April 1, 2005 and was paid on April 15, 2005. Other Commitments The Company is not party to any off-balance sheet transactions or unconsolidated special purpose enti- ties for any of the periods presented herein. Legal Proceedings See Note 21 for information regarding legal proceedings. P77 notes to consolidated financial statements POLO RALPH LAUREN 15. earnings per share Basic EPS is calculated based on income available to common shareholders and the weighted-average number of shares out- standing during the reported period. Diluted EPS includes additional dilution from potential common stock issuable pursuant to the exercise of stock options, restricted stock and restricted stock units outstanding 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 calculation of Diluted EPS as follows: fiscal year ended: (Shares in thousands) BASIC DILUTIVE EFFECT OF STOCK OPTIONS, RESTRICTED STOCK AND RESTRICTED STOCK UNITS DILUTED SHARES april 2, 2005 101,519 2,491 104,010 april 3, 2004 98,977 1,983 100,960 march 29, 2003 98,331 932 99,263 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 year ended April 2, 2005 and April 3, 2004, there were less than 20,000 anti-dilutive options and stock grants excluded from the diluted share calculation for each year. 16. common stock All of our outstanding Class B common stock is owned by Mr. Ralph Lauren and related entities and all of our formerly out- standing Class C common stock was owned by certain investment funds affiliated with The Goldman Sachs Group, Inc. (“GS Group”). Shares of Class B common stock are convertible at any time into shares of Class A common stock on a one-for-one basis and may not be transferred to anyone other than affiliates of Mr. Lauren. Shares of Class C common stock were convert- ible at any time into shares of Class A common stock on a one-for-one basis. During Fiscal 2003, 11.0 million shares of Class C common stock were converted into Class A common stock and sold in a secondary stock offering. During Fiscal 2004, the remaining Class C shares held by GS Group were converted into Class A common stock and sold in a secondary stock offering. There is no longer any Class C common stock outstanding. The holders of Class A common stock generally have rights identical to holders of Class B common stock except that holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to 10 votes per share. Holders of all classes of common stock entitled to vote will vote together as a single class on all matters presented to the stockholders for their vote or approval except for the election and the removal of directors and as otherwise required by applicable law. In March 1998, our Board of Directors authorized the repurchase, subject to market conditions, of up to $100.0 million of our Shares. Share repurchases were made in the open market over the two-year period which commenced April 1, 1998. The Board of Directors has authorized the extension of the stock repurchase program through April 1, 2006. Shares acquired under the repurchase program will be used for stock option programs and for other corporate purposes. The repurchased shares have been accounted for as treasury stock at cost. As of April 2, 2005, we had repurchased 4,087,906 shares at an aggregate cost of $77.5 million. No shares were repurchased under the stock repurchase program during Fiscal 2005. On February 2, 2005, we announced that our Board of Directors had approved an additional stock repurchase plan which allows for the purchase of up to an additional $100.0 million in our stock. The new repurchase plan does not have a termination date. Certain employees ten- dered stock in satisfaction of federal and state withholding taxes incurred due to the vesting of shares granted under our stock incentive plan. These transactions are treated as stock repurchases and amounted to approximately $1.0 million in Fiscal 2005. 17. stock incentive plans On June 9, 1997, our Board of Directors adopted the 1997 Long-Term Stock Incentive Plan (Stock Incentive Plan). The Stock Incentive Plan authorizes the grant of awards to any officer or other employee, consultant to, or director with respect to a maximum of 10.0 million shares of our Class A common stock (“Shares”), subject to adjustment to avoid dilution or enlargement of intended benefits in the event of certain significant corporate events, which awards may be made in the form of: (i) nonqualified stock options; (ii) stock options intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code; (iii) stock appreciation rights; (iv) restricted stock and/or restricted stock units; (v) performance awards; and (vi) other stock-based awards. P78 notes to consolidated financial statements POLO RALPH LAUREN On June 13, 2000, our Board of Directors increased the maximum number of Shares that can be granted under the Stock Incentive Plan to 20.0 million Shares, which was approved by the stockholders on August 17, 2000. At April 2, 2005, we had approximately 3.3 million Shares reserved for issuance under this plan. On June 9, 1997, our Board of Directors adopted the 1997 Stock Option Plan for Non-Employee Directors (Non-Employee Directors Plan). Under the Non-Employee Directors Plan, grants of options to purchase up to 500,000 Shares may be granted to non-employee directors. In Fiscal 2005, 2004 and 2003 our Board of Directors granted options to purchase 21,000, 22,500, and 18,000 Shares with exercise prices equal to the stock’s fair market value on the date of grant. At April 2, 2005, we had approximately 341,000 shares reserved for issuance under this plan. Stock options were granted under the plans with an exercise price equal to the stock’s fair market value on the date of grant. These options vest in equal installments primarily over two years for officers and other key employees and over three years for all remaining employees and non-employee directors. The options expire 10 years from the date of grant. Stock option activity for the Stock Incentive Plan and Non-Employee Directors Plan in Fiscal 2005, 2004 and 2003 was as follows: (Shares in thousands) BALANCE AT MARCH 30, 2002 GRANTED EXERCISED FORFEITED BALANCE AT MARCH 29, 2003 GRANTED EXERCISED FORFEITED BALANCE AT APRIL 3, 2004 GRANTED EXERCISED FORFEITED BALANCE AT APRIL 2, 2005 number of shares 9,472 2,665 (424) (945) 10,768 2,497 (1,950) (592) 10,723 1,887 (2,443) (541) 9,626 weighted- average exercise price $ $ $ $ 22.16 23.72 18.21 23.60 21.75 24.30 20.72 23.82 23.43 33.97 22.21 25.77 25.68 Additional information relating to options outstanding as of April 2, 2005, was as follows: range of exercise prices $13.94 - $17.06 $17.13 - $19.56 $20.19 - $25.69 $26.00 - $42.25 number of shares outstanding (in thousands) weighted- average remaining contractual life weighted- average exercise price of options outstanding number of shares exercisable (in thousands) weighted- average exercise price of exercisable options 682 1,007 2,934 5,003 9,626 5.2 5.5 7.6 6.0 6.4 $ $ 14.61 18.71 24.25 29.42 25.68 682 740 1,286 3,113 5,821 $ $ 14.61 18.89 24.28 26.80 23.81 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 agree- ment. 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 1.4 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 rl-2005 P79 notes to consolidated financial statements POLO RALPH LAUREN 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 ter- mination 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 Fiscal 2005. Total stock compensation expense, for the year ended April 2, 2005 was $12.9 million, compared to $4.1 million for the year ended April 3, 2004. During Fiscal 2005 and Fiscal 2004, the Company realized a tax benefit due to the exercise of stock options of $18.6 million and $5.7 million, respectively. In September 2003, the compensation committee of our Board of Directors modified, subject to the employee’s continued employment through March 31, 2004, certain outstanding stock options as part of an employee’s retirement. The vesting of certain options granted with respect to 100,000 shares, that would otherwise have vested in June 2004, was accelerated to March 31, 2004, and the exercise period of options to purchase 342,000 shares, that would otherwise expire upon the employee’s retirement date, was extended to June 30, 2005. Total compensation expense related to these modifications and recorded in Net income in Fiscal 2004 was $0.3 million. In June 2003, a grant of 100,000 restricted stock units was made under our Stock Incentive Plan, and a total of 541 restricted stock units were granted during Fiscal 2004 in respect of the initial grant in connection with the payment of quarterly cash div- idends on our common stock. An additional 100,000 restricted stock units will be granted on each anniversary of the first grant date pursuant to an employment agreement with an initial term ending on the last day of Fiscal 2008, and additional units (the “dividend units”) will be granted in respect of the then outstanding restricted stock units in connection with each cash dividend paid on our common stock. The restricted stock units vest on the fifth anniversary of the grant date (with the dividend units vesting with the underlying restricted stock units in respect of which they are granted) and will be payable solely in shares of common stock following termination of employment. The vesting of all then outstanding unvested restricted stock units will be accelerated if termination of employment occurs after the last day of Fiscal 2008, except in the case of termination by the com- pany for cause. The unearned compensation in respect of the grants made during the initial term is being amortized over the period ending on that date. In July 2002, 300,000 Shares of restricted stock were granted under the Stock Incentive Plan. These shares are subject to restrictions on transfer and the risk of forfeiture until earned, and vest as follows: 20% on each of the first five anniversaries of the grant date. The unearned compensation is being amortized over a period equal to the anticipated vesting. In April 2000, 118,299 Shares of restricted stock were granted under the Stock Incentive Plan. These shares are subject to restrictions on transfer and the risk of forfeiture until earned, and vest as follows: 25% each on the second, third, fourth and fifth anniversaries of the grant date. The unearned compensation is being amortized over a period equal to the anticipated vesting. 18. employee benefits Profit Sharing Retirement Savings Plans We sponsor two defined contribution benefit plans covering substantially all eligible United States employees not covered by a collective bargaining agreement. The plans include a savings plan feature under Section 401(k) of the Internal Revenue Code. We make discretionary contributions to the plans and contribute an amount equal to 50% of the first 6% of an employee’s contribution. Under the terms of the plans, a participant is 100% vested in our matching and discretionary contributions after five years of credited service. Contributions under these plans approximated $3.9 million, $4.4 million and $3.1 million in Fiscal 2005, Fiscal 2004 and Fiscal 2003, respectively. Supplemental Retirement Plan The Company has a non-qualified supplemental retirement plan for certain highly compensated employees whose benefits under the 401(k) profit sharing retirement savings plans are expected to be constrained by the operation of certain Internal Revenue Code limitations. These supplemental benefits vest over time and the compensation expense related to these benefits is recognized over the vesting period. The amounts accrued under these plans were $21.2 million and $17.5 million at April 2, 2005 and April 3, 2004, and are reflected in other noncurrent liabilities in the accompanying consolidated balance sheets. P80 rl-2005 notes to consolidated financial statements POLO RALPH LAUREN Total compensation expense related to these benefits was $3.7 million, $3.8 million and $1.4 million in Fiscal 2005, Fiscal 2004 and Fiscal 2003, respectively. This liability is partially funded through whole-life policies, which had cash surrender values of $13.3 million and $12.5 million at April 2, 2005 and April 3, 2004, and are reflected in other assets in the accompanying consolidated balance sheets. Deferred Compensation We have deferred compensation arrangements for certain key executives which generally provide for payments upon retirement, death or termination of employment. The amounts accrued under these plans were $2.2 mil- lion and $4.0 million at April 2, 2005 and April 3, 2004, and are reflected in other noncurrent liabilities in the accompanying consolidated balance sheets. Total compensation expense related to these compensation arrangements was $0.4 million for Fiscal 2005 and $0.7 million each year for Fiscal 2004 and Fiscal 2003. We fund a portion of these obligations through the establishment of trust accounts on behalf of the executives participating in the plans. The trust accounts are reflected in other assets in the accompanying consolidated balance sheets. Union Pension We participate in a multi-employer pension plan and are required to make contributions to the Union of Needletrades Industrial and Textile Employees (“Union”) for dues based on wages paid to union employees. A portion of these dues is allocated by the Union to a retirement fund which provides defined benefits to substantially all unionized workers. We do not participate in the management of the plan and have not been furnished with information with respect to the type of benefits provided, vested and nonvested benefits or assets. Under the Employee Retirement Income Security Act of 1974, as amended, an employer, upon withdrawal from or termination of a multi-employer plan, is required to continue funding its proportionate share of the plan’s unfunded vested benefits. Such withdrawal liability was assumed in conjunction with the acquisition of certain assets from a non-affiliated licensee. We have no current intention of withdrawing from the plan. 19. segment reporting The Company has three reportable segments: Wholesale, Retail and Licensing. The Company’s reportable segments are busi- ness units that offer different products and services or similar products through different channels of distribution. The Wholesale segment consists of women’s, men’s and children’s apparel and related products which are sold to major department stores and specialty stores and to our owned and licensed retail stores in the United States and overseas. The retail segment consists of the Company’s worldwide retail operations which sells our products through our full-price and outlet stores as well as Polo.com, our e-commerce site. The stores and the website sell our products purchased from our licensees, our suppliers and our wholesale segment. The Licensing segment, which consists of product, international and home, generates revenues from royalties through its licensing alliances. The licensing agreements grant the licensee rights to use our various trademarks in connection with the manufacture and sale of designated products in specified geographical areas. The accounting policies of the segments are consistent with those described in Note 1. Intersegment sales and transfers are recorded at cost and treated as transfer of inventory. All intercompany revenues are eliminated in consolidation. We do not review these sales when evaluating segment performance. We evaluate each segment’s performance based upon operating income before interest, foreign currency gains and losses, restructuring charges, one-time items, such as the $100 million litiga- tion reserve in 2005, and income taxes. In conjunction with an evaluation of our overall segment reporting, we have changed our method of allocating corporate expenses to each segment to more appropriately reflect those corporate expenses directly related to segments. Therefore, Corporate overhead expenses, exclusive of expenses for senior management, overall branding related expenses and certain other corporate related expenses, are allocated to the segments based upon specific usage or other allocation methods beginning with the fourth quarter of Fiscal 2005. As a result of this change, all prior year segment results have been restated to reflect how management currently views the business. P81 notes to consolidated financial statements POLO RALPH LAUREN Our net revenues, income from operations, depreciation and amortization expense and capital expenditures for Fiscal 2005, Fiscal 2004 and Fiscal 2003 and total assets as of April 2, 2005 and April 3, 2004, for each segment were as follows: fiscal year ended: (Dollars in thousands) NET REVENUES: WHOLESALE RETAIL LICENSING INCOME FROM OPERATIONS: WHOLESALE RETAIL LICENSING LESS: UNALLOCATED CORPORATE EXPENSE UNALLOCATED LEGAL AND RESTRUCTURING EXPENSES DEPRECIATION AND AMORTIZATION: WHOLESALE RETAIL LICENSING UNALLOCATED CORPORATE EXPENSE CAPITAL EXPENDITURES: WHOLESALE RETAIL LICENSING CORPORATE fiscal year ended: (Dollars in thousands) TOTAL ASSETS: WHOLESALE RETAIL LICENSING CORPORATE april 2, 2005 april 3, 2004 march 29, 2003 $ 1,712,040 1,348,645 244,730 $ 3,305,415 $ 1,210,397 1,170,447 268,810 $ 2,649,654 $ 1,187,363 1,001,958 250,019 $ 2,439,340 $ $ $ $ $ $ 299,710 82,788 159,537 542,035 (133,809) (108,541) 299,685 28,362 44,029 6,422 24,820 103,633 50,590 77,512 3,105 44,638 175,845 $ $ $ $ $ $ 143,080 55,717 191,575 390,372 (99,915) (19,566) 270,891 23,123 36,213 5,768 20,531 85,635 33,491 45,480 1,871 45,408 126,250 april 2, 2005 $ $ $ $ $ $ 166,016 30,707 200,189 396,912 (91,614) (14,443) 290,855 21,163 35,574 5,136 18,745 80,618 32,020 39,455 5,587 25,364 102,426 april 3, 2004 $ 1,247,694 605,783 203,306 669,886 $ 2,726,669 $ 857,721 595,185 200,136 644,510 $ 2,297,552 P82 notes to consolidated financial statements POLO RALPH LAUREN Our net revenues for Fiscal 2005, Fiscal 2004 and Fiscal 2003, and our long-lived assets as of April 2, 2005 and April 3, 2004 by geographic location of the reporting subsidiary, were as follows: april 2, 2005 april 3, 2004 march 29, 2003 fiscal year ended: (Dollars in thousands) NET REVENUES: UNITED STATES AND CANADA EUROPE OTHER REGIONS fiscal year ended: (Dollars in thousands) LONG-LIVED ASSETS: UNITED STATES AND CANADA EUROPE OTHER REGIONS $ 2,587,233 579,161 139,021 $ 3,305,415 $ 2,073,401 464,098 112,155 $ 2,649,654 april 2, 2005 $ $ $ $ 402,665 80,663 4,566 487,894 april 2, 2005 85,104 (55,131) 29,973 $ 1,916,096 458,627 64,617 $ 2,439,340 april 3, 2004 335,885 69,507 3,349 408,741 april 3, 2004 73,782 (50,678) 23,104 $ $ $ $ 20. accumulated other comprehensive income Accumulated other comprehensive income is comprised of the effects of the following: fiscal year ended: (Dollars in thousands) FOREIGN CURRENCY TRANSLATION ADJUSTMENT UNREALIZED LOSSES ON HEDGING DERIVATIVES ACCUMULATED OTHER COMPREHENSIVE INCOME, NET OF TAX 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 $8.7 million and a benefit of $6.6 million in the year ended April 2, 2005, 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 $1.8 million and a benefit of $15.7 million for the year ended April 3, 2004, respectively. The Company has several hedges in place at April 2, 2005 primarily relating to inventory purchases, royalty payments and net investment in foreign subsidiaries. All of the hedges are considered highly effective and as a result the entire change in the fair market value of each hedge is recorded in unrealized gains and losses on hedging derivatives, a component of accumulated other comprehensive income, until the hedged transaction is realized in results of operations, which is generally, when inventory purchases are made or royalty payments are remitted to the U.S. The unrealized gains and losses on the net investment in for- eign subsidiaries will be realized in results of operations when the bonds providing the hedge are repaid or the investment is liquidated. The Eurobonds mature in November 2006, while the forward contracts extend through March 2006 for inventory purchases and February 2008 for the royalty payments. As of April 2, 2005, the amount of unrealized gain (loss) on the forward contracts which is expected to be realized in pretax results of operations during Fiscal 2006 is a gain of $1.9 million and a loss of $4.7 million attributable to inventory purchases and royalty payments, respectively. The following table details the changes in the unrealized losses on hedging derivatives for the year ended April 2, 2005. rl-2005 P83 notes to consolidated financial statements POLO RALPH LAUREN Unrealized losses on hedging derivatives are comprised of the following: unrealized losses on hedging derivatives as of april 3, 2004 changes in fair value during the year ended april 2, 2005 unrealized losses on hedges reclassified into earnings unrealized gains (losses) on hedging derivatives as of april 2, 2005 $ $ $ (7.2) (10.7) (60.2) (78.1) (50.7) $ $ $ 0.1 (5.0) (17.2) (22.1) (13.8) $ $ $ 9.0 1.9 – 10.9 9.4 $ $ $ 1.9 (13.8) (77.4) 89.3 (55.1) (Dollars in millions) DERIVATIVES DESIGNATED AS HEDGES OF: INVENTORY PURCHASES INTERCOMPANY ROYALTY PAYMENTS NET INVESTMENT IN FOREIGN SUBSIDIARIES BEFORE-TAX TOTALS AFTER-TAX TOTALS 21. 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 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 us and Jones dated May 11, 1998. The terms of 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 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 confi- dentiality 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 agree- ments 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 judg- ment. 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 August 24, 2004, the Court denied our motion to reconsider its orders, and on October 4, 2004, we filed our appeal of the orders. On March 24, 2005, the Appellate Division of the Supreme Court affirmed the lower court’s orders. On April 22, 2005, we filed a motion with the Appellate Division for reargument and/or permission to appeal its decision to the New York Court of Appeals. On June 23, 2005, the Appellate Division denied our request for reargument but granted our motion for leave to appeal to the Court of Appeals. If the Court of Appeals does not reverse the Appellate Division’s decision, the case would go back to the lower court for a trial on damages. Although we intend to continue to defend the case vigorously, in light of the Appellate Division’s decision we recorded a litigation charge of $100.0 million during Fiscal 2005. This charge represents man- agement’s best estimate at this time of the loss incurred to date. No discovery has been held and the ultimate outcome of this matter could differ materially from the reserved amount. We are subject to various claims relating to allegations of a security breach of our retail point of sale system, including fraud- ulent credit card charges, the cost of replacing cards and related monitoring expenses and other related claims. The Company is unable to predict whether further claims will be asserted. The Company has contested and will continue to vigorously contest the claims made against it and continue to explore its defenses and possible claims against others. The Company recorded a reserve of $6.2 million representing management’s best estimate of the loss incurred in the fourth quarter of Fiscal 2005 relating to this matter. P84 rl-2005 notes to consolidated financial statements POLO RALPH LAUREN The ultimate outcome of these matters could differ from the amounts recorded and could be material to the results of opera- tions for any affected reporting period. Management does not expect the resolution of these matters to have a material impact on the Company’s liquidity. On September 18, 2002, an employee at one of the Company’s stores filed a lawsuit against us and our Polo Retail, LLC sub- sidiary 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 judg- ment 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 parties are engaged in settlement discussion, and we have recorded a liability for our best estimate of the settlement cost, which is not material. 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 these 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. and 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 action and punitive 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. In connection with this lawsuit, on July 19, 2001, the United States Polo Association and Jordache 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 trade- mark 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 now been settled, except for the Company’s claims that the defendants vio- lated the Company’s trademark rights. We did not pay any damages in this settlement. On July 30, 2004, the Court denied all motions for summary judgment and set a trial date for October 3, 2005. On December 5, 2003, United States 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 counter- claim, 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 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 their so- called Horseman symbol infringes on our trademark and other rights. The arbitral tribunal awarded us damages in excess of 3.5 million Swedish Krona, or $0.5 million, and ordered USPA to discontinue the sale of, and destroy all remaining stock of, cloth- ing bearing its Horseman symbol in Sweden. This amount has not yet been recorded as income. On October 29, 2004, we filed a Demand for Arbitration against the United States Polo Association and United States Polo Association Polo Properties, Inc. in the United Kingdom under the auspices of the International Centre for Dispute Resolution seeking a judgment that the Horseman symbol infringes on our trademark and other rights, as well as injunctive relief. Subsequently, the United States Polo Association and United States Polo Association Properties, Inc. agreed not to distribute products bearing the Horseman symbol in the United Kingdom or any other member nation of the European Community. Consequently, we withdrew our arbitration demand on December 7, 2004. We are otherwise involved from time to time in legal claims involving trademark and intellectual property, licensing, employ- ee 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. P85 notes to consolidated financial statements POLO RALPH LAUREN 22. quarterly information (unaudited) The following table is a summary of certain unaudited quarterly financial information for Fiscal 2005 and Fiscal 2004 restat- ed to give effect of the lease adjustments and consolidation of RL Media as discussed in Note 2. Fiscal 2005 fourth quarter net income reflects a pretax charge for $98 million which was recorded to increase our reserve for the Jones litigation to $100 mil- lion for the full year as well as a $6.2 million pretax charge to establish a reserve for the alleged security breach matter as further discussed in Note 21. fiscal 2005 (In thousands, except per share data) NET REVENUES GROSS PROFIT NET INCOME NET INCOME PER SHARE— BASIC DILUTED SHARES OUTSTANDING—BASIC SHARES OUTSTANDING—DILUTED fiscal 2004 (In thousands, except per share data) NET REVENUES GROSS PROFIT NET INCOME NET INCOME PER SHARE— BASIC DILUTED SHARES OUTSTANDING—BASIC SHARES OUTSTANDING—DILUTED july 3, 2004 (As Reported) $ 592,750 307,100 13,403 $ $ 0.13 0.13 100,481 102,802 june 28, 2003 (As Restated See Note 2) june 28, 2003 (As Reported) $ 477,731 248,752 5,055 $ 477,731 248,752 5,042 $ $ 0.05 0.05 98,377 99,544 $ $ 0.05 0.05 98,377 99,544 july 3, 2004 (As Restated See Note 2) $ 606,006 315,528 12,725 $ $ 0.13 0.12 100,481 102,802 sept 27, 2003 (As Reported) $ 707,777 350,566 54,010 $ $ 0.55 0.54 98,704 100,781 oct 2, 2004 (As Reported) $ 883,680 437,755 80,407 $ $ 0.79 0.78 101,192 103,571 sept 27, 2003 (As Restated See Note 2) $ 707,777 350,566 53,323 $ $ 0.54 0.53 98,704 100,781 oct 2, 2004 (As Restated See Note 2) $ 895,614 446,034 79,268 $ $ 0.78 0.77 101,192 103,571 dec 27, 2003 (As Reported) $ 645,365 333,002 35,358 $ $ 0.36 0.35 99,072 101,291 jan 1, 2005 (As Reported) $ 887,993 438,033 74,842 $ $ 0.73 0.72 101,896 104,325 dec 27, 2003 (As Restated See Note 2) $ 645,365 333,002 34,418 $ $ 0.35 0.34 99,072 101,291 jan 1, 2005 (As Restated See Note 2) $ 901,574 446,076 75,036 $ $ 0.74 0.72 101,896 104,325 apr 3, 2004 (As Reported) $ 818,781 390,999 76,531 $ $ 0.77 0.75 99,699 102,265 apr 2, 2005 $ 902,222 476,909 23,396 $ $ 0.23 0.22 102,506 105,341 apr 3, 2004 (As Restated See Note 2) $ 818,781 390,999 76,446 $ $ 0.77 0.75 99,699 102,265 23. subsequent event On May 23, 2005, the Company entered into a definitive agreement to acquire from Reebok International, Ltd all the issued and outstanding shares of capital stock of Ralph Lauren Footwear Co., Inc, its global licensee for men’s, women’s and children’s footwear, as well as certain foreign assets owned by affiliates of Reebok International Ltd (“the Footwear Business”). The pur- chase price for the acquisition of the Footwear Business will be approximately $110 million in cash payable at closing, subject to closing adjustments. Payment of the Purchase Price will be funded by cash on hand and lines of credit as required. In addi- tion, the Footwear Licensee and certain of its affiliates have entered into a transition services agreement with the Company to provide a variety of operation, financial and information systems services over a period of twelve to eighteen months. The closing of the proposed transaction is subject to customary conditions, including the receipt of certain third party con- sents and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The closing of the transaction is anticipated to occur in July 2005. P86 POLO RALPH LAUREN selected financial data april 2, 2005 april 3, 2004 march 29, 2003 (As Restated)(3) (As Restated)(3) march 30, 2002(2) (As Restated)(4) march 31, 2001 (As Restated)(4) fiscal year ended(1): (In thousands,except per share data) STATEMENTS OF INCOME: NET SALES LICENSING REVENUE NET REVENUES COST OF GOODS SOLD GROSS PROFIT SELLING, GENERAL AND ADMINISTRATIVE EXPENSES RESTRUCTURING CHARGE INCOME FROM OPERATIONS FOREIGN CURRENCY (GAINS) LOSSES INTEREST EXPENSE INCOME BEFORE PROVISION FOR INCOME TAXES PROVISION FOR INCOME TAXES INCOME AFTER TAX, BEFORE OTHER EXPENSE (INCOME) OTHER EXPENSE (INCOME), NET NET INCOME NET INCOME PER SHARE—BASIC NET INCOME PER SHARE—DILUTED DIVIDEND DECLARED PER SHARE WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING—BASIC WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING—DILUTED fiscal year ended(1): (Dollars in thousands) BALANCE SHEET DATA: CASH AND CASH EQUIVALENTS WORKING CAPITAL INVENTORIES TOTAL ASSETS TOTAL DEBT STOCKHOLDERS’ EQUITY $ $ $ $ $ 2,189,321 250,019 2,439,340 1,231,739 1,207,601 $ 2,122,333 241,374 2,363,707 1,216,904 1,146,803 $ 3,060,685 244,730 3,305,415 1,620,869 1,684,546 1,382,520 2,341 299,685 (6,072) 6,391 299,366 107,336 192,030 1,605 190,425 1.88 1.83 0.20 $ $ $ $ $ 2,380,844 268,810 2,649,654 1,326,335 1,323,319 1,032,862 19,566 270,891 1,864 10,000 259,027 93,875 165,152 (4,077) 169,229 1.71 1.68 0.20 $ $ $ $ $ 101,519 98,977 104,010 100,960 902,303 14,443 290,855 529 13,502 276,824 101,141 175,683 – 175,683 1.79 1.77 – 98,331 99,263 april 2, 2005 april 3, 2004 march 29, 2003 (As Restated)(3) (As Restated)(3) 350,485 791,353 430,082 2,726,669 290,960 1,675,708 $ 352,335 781,951 373,170 2,297,552 277,345 1,415,447 $ 343,606 662,386 363,771 2,052,388 349,437 1,205,583 $ $ $ $ $ $ 1,982,419 243,355 2,225,774 1,162,727 1,063,047 826,649 123,554 112,844 (5,846) 25,113 93,577 36,913 56,664 – 56,664 0.59 0.58 – 96,773 97,446 march 31, 2001 (As Restated)(4) 102,219 462,144 425,594 1,635,513 383,100 803,892 837,478 16,000 293,325 (1,820) 19,033 276,112 103,545 172,567 – 172,567 1.77 1.75 – 97,470 98,522 march 30, 2002(2) (As Restated)(4) 244,733 617,465 349,818 1,762,743 318,402 993,027 $ $ $ $ $ (1) All periods presented represent a 52-week year, except Fiscal 2004, which represents a 53-week year. (2) Effective December 31, 2001, for reporting purposes the Company changed the fiscal year ends of its European subsidiaries as reported in the consolidated financial statements to the Saturday closest to March 31 to conform with the fiscal year end of the Company. Previously, certain of the European subsidiaries were consolidated and reported on a three-month lag with a fiscal year ending December 31. Accordingly, the net activity shown below for the three-month period ended December 29, 2001, for those European subsidiaries is reported as an adjustment to Retained earnings in the fourth quarter of fiscal 2002 in the accompanying financial statements: (Dollars in millions) Net sales Gross profit Loss before benefit from income taxes Benefit from income taxes Net loss Three-Months Ended December 29, 2001 (As Restated)(4) $ 49.5 25.5 (0.7) 0.3 (0.4) $ Net income for the year ended March 30, 2002, for the consolidated company as if the European subsidiaries remained on a three-month lag would have been as follows: Twelve-Months Ended March 30, 2002 (Dollars in millions) Net revenues Gross profit Income before income taxes Provision for income taxes Net income (3) See Note 2 to our consolidated financial statements included in this Annual Report. (4) Fiscal 2002 and Fiscal 2001 have been restated to reflect the lease accounting adjustments discussed in Note 2 to the consolidated financial statements. (As Restated)(4) 2,286.9 $ 1,105.8 255.6 (95.8) 159.8 $ rl-2005 P87 board of directors and management POLO RALPH LAUREN board of directors senior management ralph lauren Chairman and Chief Executive Officer Polo Ralph Lauren Corporation arnold h. aronson Managing Director, Retail Strategies Kurt Salmon Associates frank a. bennack, jr. donald baum Senior Vice President Sourcing and Manufacturing buffy birrittella Executive Vice President Women’s Design and Advertising scott j. bowman john mehas President and Chief Executive Officer Club Monaco wayne t. meichner President Polo Ralph Lauren Retail Stores jeffrey d. morgan Chairman of the Executive Committee and President Vice Chairman of the Board of Directors International Business Development President Product Licensing The Hearst Corporation dr. joyce f. brown President Fashion Institute of Technology roger n. farah President and Chief Operating Officer Polo Ralph Lauren Corporation joel l. fleishman Professor of Law and Public Policy Studies Duke University judith a. mchale President and Chief Executive Officer Discovery Communications, Inc. terry s. semel Chairman and Chief Executive Officer Yahoo! Inc. myron e. ullman, iii Chairman and Chief Executive Officer J.C. Penney Company, Inc. corporate officers ralph lauren Chairman and Chief Executive Officer roger n. farah President and Chief Operating Officer jackwyn l. nemerov Executive Vice President mitchell a. kosh Senior Vice President Human Resources and Legal tracey t. travis Senior Vice President Chief Financial Officer barbara deichman President Ralph Lauren Home brian duffy nancy e.s. murray Senior Vice President Public Relations and Financial Communications alfredo v. paredes President and Chief Operating Officer Executive Vice President Global Creative Services, Polo Store Development and Home Collection Design kim roy President Lauren Womenswear jeffrey sherman President and Chief Operating Officer Polo Retail Group cheryl l. sterling-udell President Ralph Lauren Womenswear Collection nancy vignola President New Business Development Polo Ralph Lauren Europe charles e. fagan Executive Vice President Global Retail Brand Development judith s. formichella Senior Vice President Chief Information Officer joy herfel President Polo Ralph Lauren Menswear george hrdina President RL Childrenswear david lauren Senior Vice President Advertising, Marketing and Corporate Communications jerome lauren Executive Vice President Men’s Design russ g. locurto Senior Vice President Supply Chain, Logistics and Distribution susan h. mccabe President Polo Ralph Lauren Factory Stores © polo ralph lauren corporation P88 rl-2005 CORPORATE OFFICES INDEPENDENT AUDITORS 650 madison avenue new york, ny 10022 (212) 318 . 7000 deloitte & touche llp two world financial center new york, ny 10281 INVESTOR RELATIONS POLO RALPH LAUREN INVESTOR WEBSITE m o c . y r a d n u o b n u ) I A E y l r e m r o f ( Y R A D N U O B N U denise gillen senior director investor relations 650 madison avenue new york, ny 10022 (212) 318. 7516 Polo Ralph Lauren Corporation’s Class A Common Stock is listed on the New York Stock Exchange. ticker symbol: rl ANNUAL MEETING august 11, 2005, 9:30 a.m. st. regis hotel 2 east 55th street new york, ny 10022 REGISTRAR AND TRANSFER AGENT the bank of new york 101 barclay street new york, ny 10286 (800) 524 . 4458 Company information and news is available on our investor website at http://investor.polo.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other Securities and Exchange Commission (SEC) filings are available on our investor website. Certifications by our Chief Executive Officer and Chief Financial Officer are included as exhibits to our SEC reports as required. Our Corporate Governance Policies, the Charters for our Audit, Compensation, and Nominating & Governance Committees, our Code of Business Conduct and Ethics, our Code of Ethics for Principal Executive Officers and Senior Financial Officers, our Amended and Restated Bylaws, and our Amended and Restated Certificate of Incorporation are available on our investor website. Copies of these documents are available to share- holders without charge upon written request to Investor Relations at the Company’s principal address.

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