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

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

At August 5,October 29, 2005, 60,857,53561,543,716 shares of the registrant’s Class A Common Stock, $.01 par value, were outstanding and 43,280,021 shares of the registrant’s Class B Common Stock, $.01 par value, were outstanding.

      Polo Ralph Lauren Corporation (“PRLC”) is a leader in the design, marketing and distribution of premium lifestyle products. PRLC’s long-standing reputation and distinctive image have been consistently developed across an expanding number of products, brands and international markets. PRLC’s brand names includePolo, Polo by Ralph Lauren, Ralph Lauren Purple Label, Ralph Lauren Black Label, Polo Sport, Ralph Lauren, Blue Label, Lauren, Polo Jeans, RL, Rugby, ChapsandClub Monaco, among others. PRLC and its subsidiaries are collectively referred to herein as the “Company,” “we,” “us,” “our” and “ourselves,” unless the context indicates otherwise.

      We classify our interests into three business segments: wholesale, retail and licensing. Through those interests, we design, license, contract for the manufacture of, market and distribute men’s, women’s and children’s apparel, accessories, fragrances and home furnishings. Our fiscal year ends onwholesale sales are principally to major department and specialty stores located throughout the Saturday closestUnited States and Europe. We also sell directly to March 31. All referencesconsumers through full-price and factory retail stores located throughout the United States, Canada, Europe, South America and Asia, and through our jointly owned retail internet site located atwww.polo.com. In addition, we often license the right to “Fiscal 2006” representthird parties to use our various trademarks in connection with the 52 week fiscal year ending April 1, 2006, references to “Fiscal 2005” represent the 52 week fiscal year ended April 2, 2005manufacture and references to “Fiscal 2004” represent the 53 week fiscal year ended April 3, 2004. References to “Fiscal 2003” represent the 52 week year ended March 29, 2003.sale of designated products, such as eyewear and fragrances, in specified geographic areas.

      The accompanying consolidated financial statements present the financial position, results of operations and cash flows of the Company and all entities in which the Company has a controlling voting interest. The consolidated financial statements also include the accounts of Polo Ralph Lauren Corporation (“PRLC”) and its wholly and majority owned subsidiaries as well asany variable interest entities forin which we arethe Company is considered to be the primary beneficiary and such entities are required to be consolidated in accordance with accounting principles generally accepted in the United States (“US GAAP”). In particular, pursuant to the provisions of Financial Accounting Standards Board (“FASB”) Interpretation 46R (“FIN 46R”), the Company consolidates its 50% interest in Ralph Lauren Media, LLC (“RL Media”), a joint venture with National Broadcasting Company, Inc. (currently known as NBC Universal, Inc.) and certain affiliated companies (collectively, referred to as“NBC”). RL Media conducts the “Company,” “we,” “us,” and “our,” unless the content requires otherwise).Company’s e-commerce initiatives.

      All significant intercompany balances and transactions have been eliminated in consolidation.

      The accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosure normally included inCommission (the “SEC”). The accompanying consolidated financial statements preparedare unaudited. But, in accordance with accounting principles generally accepted in the United States have been condensed or omitted from this report as is permitted by such rules and regulations. However, we believe that the disclosures are adequate to make the information presented not misleading. The consolidated balance sheet data for April 2, 2005 is derived from the audited financial statements included in our annual report on Form 10-K filed with the Securities and Exchange Commission for the year ended April 2, 2005 (“Fiscal 2005”), which should be read in conjunction with these financial statements. Reference is made to such annual report on Form 10-K for a complete set of financial statements. The results of operations for the three months ended July 2, 2005 are not necessarily indicative of results to be expected for the entire fiscal year ending April 1, 2006 (“Fiscal 2006”).

      Operating resultsThe consolidated balance sheet data as of April 2, 2005 is derived from the audited financial statements included in our Annual Report on Form 10-K filed with the SEC for our Japanese interests and Ralph Lauren Media are reported onthe year ended April 2, 2005 (the “Fiscal 2005 10-K”), which should be read in conjunction with these financial statements. Reference is made to the Fiscal 2005 10-K for a one-month lag and three-month lag, respectively.complete set of financial statements.

      The preparationOur 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 and key vacation travel and holiday periods in the retail segment. Accordingly, our operating results and cash flows for the three and six-month periods ended October 1, 2005 are not necessarily indicative of the results that may be expected for Fiscal 2006 as a whole.

      As previously disclosed in our Quarterly Report on Form 10-Q for the three months ended July 2, 2005 (the “First Quarter 2006 10-Q”), we had to restate certain quarterly financial information for our Fiscal 2005 quarterly periods. These restatements and related reconciliations from previously filed financial statements are described in conformity with accounting principles generally acceptedfurther detail in Note 4 to the United States requires managementaccompanying consolidated financial statements. In addition, certain reclassifications have been made to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities atprior period’s financial information in order to conform to 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 judgements and available information. The estimates that we make are based upon historical factors, current circumstances and the experience and judgement 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 within the Company’sour wholesale operationssegment is recognized at the time title passes and risk of loss is transferred to customers. Wholesale revenue is recorded net of returns, discounts, end-of-season markdown allowances and operational chargebacks. Returns and allowances require pre-approval from management and Discountsdiscounts are based on trade terms. Estimates for end-of-season markdown allowances are based on historic trends, seasonal results, an evaluation of current economic and market conditions, and retailer performance. The Company reviews and refines these estimates on a quarterly basis based on current experience, trends and retailer performance.basis. The Company’s historical estimates of these costs have not differed materially from actual results.

      Retail store revenue is recognized net of estimated returns at the time of sale to consumers. Licensing revenue is initially recorded based upon contractually guaranteed minimum levels and adjusted as actual sales data is received from licensees. During the three and six months ending July 2,ended October 1, 2005 and July 3,October 2, 2004,

      In the normal course of business, the Company extends credit to customers that satisfy pre-defineddefined credit criteria. Accounts receivable, net, as shown on the Consolidated Balance Sheets,in our consolidated balance sheet, is net of the following allowances and reserves:reserves.

      An allowance for doubtful accounts is determined through analysis of periodic aging of accounts receivable, 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 $0.2$0.7 million were recorded as an allowance for uncollectible accounts during the threesix months ended July 2,October 1, 2005. The amounts written off against customer accounts during the threesix months ended JulyOctober 1, 2005 and October 2, 20052004 totaled $1.2$3.1 million and $0.9 million respectively, and the balance in this reserve was $9.6$8.3 million as of July 2,October 1, 2005.

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

      Estimated customer end of seasonend-of-season markdown allowances (also referred to as customer markdowns) are included as a reduction of sales. TheseAs described above, these provisions are based on retail sales performance, seasonal negotiations with our customers, as well as historichistorical 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 also are included as a reduction of sales. These return 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)

      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,We currently use the intrinsic value method to account for impairment. This standard also requires intangible assets with finite lives be amortized over their respective lives to their estimated residual values, and reviewed for impairmentstock-based compensation in accordance with SFASAccounting Principles Board (“APB”) Opinion No. 144,25, “Accounting for Stock Issued to Employees,” (“APB 25”) and have adopted the Impairment or Disposaldisclosure-only provisions of Long-Lived Assets.FASB Statement No. 123, “Accounting for Stock-Based Compensation,” Duringas amended by FASB Statement No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure” (“FAS 123”). Accordingly, no compensation cost has been recognized for fixed stock option grants. Had compensation costs for the three months ended July 2, 2005, thereCompany’s stock option grants been

      In May 2005, the FASB issued Statement No. 154, “Accounting Changes and Error Corrections” (“FAS 154”). FAS 154 generally requires that accounting changes and errors be applied retrospectively. FAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company does not expect FAS 154 to have a material impairment losses recordedimpact on its financial statements.

      In March 2005, the FASB issued Statement of Financial Accounting Standards Interpretation Number 47, “Accounting for Conditional Asset Retirement Obligations” (“FIN 47”). FIN 47 provides clarification regarding the meaning of the term “conditional asset retirement obligation” as used in FASB Statement No. 143, “Accounting for Asset Retirement Obligations.” FIN 47 is effective for fiscal years beginning after December 15, 2005. The Company is currently evaluating the impact of FIN 47 on its financial statements.

      In December 2004, the FASB issued FAS 123R. Under this standard, all forms of share-based payment to employees, including stock options, would be treated as compensation and recognized in the statement of operations. This standard will 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, has been disclosed previously in this Note. The Company is currently researching the appropriate valuation model to use for stock options. In connection with the issuance of FAS 123R, the SEC issued Staff Accounting Bulletin No. 107 (“SAB 107”) in March of 2005. SAB 107 provides implementation guidance for companies to use in their adoption of FAS 123R. The Company is currently evaluating the effect of FAS 123R and SAB 107 on its financial statements and will implement FAS 123R on April 2, 2006.

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

      On July 2, 2004, we acquired certain assets and assumed certain liabilities of RL Childrenswear Company, LLC, our licensee holding the exclusive licenses to design, manufacture, merchandise and sell newborn, infant, toddler and girls and boys clothing in the United States, Canada and Mexico (the “Childrenswear Business”). The purchase price was approximately $263.5 million, including transaction costs and deferred payments of $15.0 million over the three years after the acquisition date. Additionally, we agreed to pay up to $5.0 million in contingent payments if certain sales targets were attained. During Fiscal 2005, we recorded a $5.0 million liability for this contingent purchase payment because we believed it was probable that the sales targets will be achieved. This amount was recorded as an increase in goodwill. The accompanying consolidated financial statements include the following allocation of the acquisition cost to the net assets acquired based on their respective fair values: inventory of $26.6 million, property and equipment of $7.5 million, intangible assets.assets, consisting of non-compete agreements of $2.5 million and customer relationships of $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 Business for the period are included in our consolidated results of operations commencing July 2, 2004.

      The recoverability of the carrying values of all long-lived assets with definitefinite lives, such as fixed assets and intangible assets, is reevaluated when changes in circumstances indicate that the assets’ valuevalues may be impaired. In evaluating an asset for recoverability, the Company estimates the future undiscounted cash flows expected to result from the use of the asset and eventual disposition. If the sum of the expected future undiscounted 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.

      During the three months ended July 2, 2005, no impairment charges were recorded.second quarter of Fiscal 2006, the Company recorded a $4.9 million loss to reduce the carrying value of fixed assets used in certain of its retail stores, largely relating to its Club Monaco brand. Such stores had been underperforming against the Company’s operating plans and it was determined in such period that management’s actions to improve the financial performance of those store locations would not likely

      Due to the seasonal nature of the Company’s business, with significant retail sales occurring in the months of November through January each year in connection with the holiday season, it is possible that lower-than-expected holiday sales in certain other Club Monaco retail stores could trigger an additional impairment of retail fixed assets that would be recognized currently in earnings in either income (loss) from continuing operations or Accumulated other comprehensive income (loss), depending on whetherduring the derivative qualifies for hedge accounting treatment.

      As required by SFAS No. 142, “Goodwill and Other Intangible Assets,” we completed our annual impairment test as of the first day of the second quarter of Fiscal 2005. No impairment was recognized as a

      The carrying valuevalues of indefinite lifeindefinite-lived intangible assets asare not amortized and consisted of July 2, 2005 wasa purchased trademark in the amount of $1.5 million and relates to a purchased trademark. Finite lifeat October 1, 2005. Finite-lived intangible assets as of July 2, 2005 and April 2, 2005,are subject to amortization are comprised of the following: