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

      Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, (as definedor a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act).     Yes þ          No oAct. (Check one):

      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 October 29, 2005, 61,543,716January 28, 2006, 61,647,345 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 wholesale 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 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 third parties to use our various trademarks in connection with the manufacture and 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 any variable interest entities in which the 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(now known as NBC Universal, Inc.) and certainan affiliated companiescompany (collectively, “NBC”). RL Media conducts the Company’se-commerce initiatives.

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

      Our fiscal year ends on the Saturday closest to March 31. As such, all references to “Fiscal 2006” represent the52-week fiscal year ending April 1, 2006 and references to “Fiscal 2005” represent the52-week fiscal year ended April 2, 2005.

      The financial position and operating results of RL Media are reported on a three-month lag. Similarly, the financial position and operating results of our consolidated 50% interest in Polo Ralph Lauren Japan Corporation (formerly known as New Polo Japan, Inc.) are reported on a one-month lag.

      The accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The accompanying consolidated financial statements are unaudited. But, in the opinion of management, such consolidated financial statements

      The 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 the 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 complete set of financial statements.

      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 and key vacation travel and holiday periods in the retail segment. Accordingly, our operating results and cash flows for the three and six-monthnine-month periods ended October 1,December 31, 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 further detail in Note 4 to the accompanying consolidated financial statements. In addition, certain reclassifications have been made to the prior period’s financial information in order to conform to the current period’s presentation.

      Revenue within our wholesale segment 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-seasonend-of-season markdown allowances and operational chargebacks. Returns and allowances require pre-approval from management and discounts are based on trade terms. Estimates for end-of-seasonend-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. 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 sixnine months ended October 1,December 31, 2005 and October 2, 2004,January 1,

      In the normal course of business, the Company extends credit to customers that satisfy defined credit criteria. Accounts receivable, net, as shown in our consolidated balance sheet, is net of the following allowances and 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 $0.7$0.8 million were recorded as an allowance for uncollectible accounts during the sixnine months ended October 1,December 31, 2005. The amounts written off against customer accounts during the sixnine months ended OctoberDecember 31, 2005 and January 1, 2005 and October 2, 2004 totaled $3.1$3.8 million and $0.9$1.0 million, respectively, and the balance in this reserve was $8.3$7.5 million as of October 1,December 31, 2005.

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

      Estimated end-of-seasonend-of-season markdown allowances are included as a reduction of sales. As described above, these provisions are based on retail sales performance, seasonal negotiations with our customers, historical deduction trends and an evaluation of current market conditions.

      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. 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 operational chargeback and return costs have not differed materially from actual results.

      We currently 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,” (“APB 25”) and have adopted the disclosure-only provisions of FASB Statement No. 123, “Accounting for Stock-Based Compensation,” as 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 Company’s stock option grants been

      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 2006 and Fiscal 2005, respectively: risk-free interest rates of 3.66% and 3.44%3.63%; a dividend of $0.20 per annum; expected volatility of 29.1% and 35.0%, and expected lives of 5.2 years for both periods.

      As noted below under “New Accounting Pronouncements,” we will begin recognizing compensation cost for fixed stock option awards effective April 2, 2006, pursuant to our adoption of FASB Statement No. 123R, “Share-Based Payments” (“FAS 123R”).

      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 impact 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 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 FASB Statement No. 109, “Accounting for Income

      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.

      In November 2004, the FASB issued Statement No. 151, “Inventory Costs” (“FAS 151”151���). FAS 151 clarifies standards for the treatment of abnormal amounts of idle facility expense, freight, handling costs and spoilage. FAS 151 is effective for fiscal years beginning after June 15, 2005. The Company is currently evaluating the impact of FAS 151 on its financial statements, but it is not expected to have a material effect.

      As previously disclosed in its First Quarter 2006 10-Q, the Company has concluded that the restatements described herein are necessary to its financial statements for the three and sixnine months ended October 2, 2004. The Company’s financial statements for the three and nine-month periods ended January 1, 2005 will also be restated for these items in its Quarterly Report on Form 10-Q for the third quarter of Fiscal 2006.2005. No restatement of the Company’s financial statements for full Fiscal 2005 is necessary as a result of the matters discussed below.

      As a result of the clarifications contained in the February 7, 2005 letter from the Office of the Chief Accountant of the SEC to the Center for Public Company Audit Firms of the American Institute of Certified Public Accountants regarding specific lease accounting issues, the Company initiated a review of its lease accounting practices. Management and the Audit Committee of the Company’s Board of Directors determined that the Company’s accounting practices were incorrect with respect to rent holiday periods and the classification of landlord incentives and the related amortization. The Company has made all appropriate adjustments to correct those errors.

      In particular, in periods prior to the fourth quarter of Fiscal 2005, the Company recorded straight-line rent expense for store operating leases over the related stores’ lease term beginning with the commencement date of store operations. Rent expense was not recognized during any build-out period. To correct this practice, the Company adopted a policy in which rent expense is recognized on a straight-line basis over the stores’ lease term commencing with the build-out period (the effective lease-commencement date). In addition, prior to the fourth quarter of Fiscal 2005, the Company incorrectly classified tenant allowances (amounts 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

      In January 2000, RL Media, a joint venture with NBC, was formed. Prior to the end of Fiscal 2005, the Company used the equity method of accounting for this investment. On December 24, 2003, the FASB issued FIN 46R. At that time, the Company considered the provisions of FIN 46R for its financial statements and concluded that RL Media was a variable interest entity (“VIE”) under FIN 46R. However, the Company determined that it was not the primary beneficiary under FIN 46R and, therefore, should not consolidate the results of RL Media. Upon subsequent review at the end of Fiscal 2005, the Company concluded that its previous determination was incorrect and that consolidation of RL Media into the Company’s financial statements was required. Accordingly, effective with the fourth quarter of Fiscal 2005, the Company restated all prior periods to reflect the consolidation of RL Media, including the first three quarters of Fiscal 2005. The effects from such restatement are presented below.

      There were also various balance sheet and cash flow classification errors that were detected subsequent to the issuance of certain of the Company’s Fiscal 2005 quarterly financial statements, which had an impact on the presentation of cash flows for such previously filed quarterly periods. In particular, the statement of cash flows for the sixnine months ended October 2, 2004January 1, 2005 has been restated to reflect a $4.7$1.0 million increase in cash provided by operations, consisting of (i) the reclassification of $4.0 million of cash overdrafts from cash to accounts payable, and (ii) the reclassification of certain capital lease payments from operating activities to financing activities.

      A summary of the impact of the restatement to properly account for leases and to consolidate RL Media on the consolidated income statements for the three and sixnine months ended October 2, 2004January 1, 2005 is as follows (in thousands, except for per share amounts):

      A summary of the impact of the corrections to the statement of cash flows is as follows (in thousands):

      On July 15, 2005, we acquired from Reebok International, Ltd. (“Reebok”) all of the issued and outstanding shares of capital stock of Ralph Lauren Footwear Co., Inc., our global licensee for men’s, women’s and children’s footwear, as well as certain foreign assets owned by affiliates of Reebok (collectively, the “Footwear Business”). The acquisition cost was approximately $112.5 million in cash, including $2 million of transaction costs. The purchase price is subject to certain post-closing adjustments. In addition, Reebok and certain of its affiliates have entered into a transition services agreement with the Company to provide a variety of operational, financial and information systems services over a period of twelve to eighteen months. The accompanying consolidated financial statements include the following preliminary allocation of the acquisition cost to the net assets acquired based on their respective estimated fair values: trade receivables of

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

      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, 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.

      Inventories are valued at the lower of cost or market and are summarized as follows (in thousands):

      The recoverability of the carrying values of all long-lived assets with finite lives, such as fixed assets and intangible assets, is reevaluated when changes in circumstances indicate that the assets’ values 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.

      During the secondthird quarter of Fiscal 2006, the Company recorded a $4.9$4.4 million losscharge 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 againstretail business, including its Caban Concept and Factory Outlet stores. After considering the Company’sholiday season operating plans and it wasperformance, management determined inthat such period that management’s actions to improve the financial performanceassets were no longer fully recoverable based on estimates of those store locations would not likely

      During the fourth quarter of the previous year relatingFiscal 2006, management committed to thea plan to restructure its Club Monaco retailbusiness. In particular, this plan includes the closure of all five Club Monaco outlet stores and the intention to dispose of all eight of Club Monaco’s Caban Concept stores.

      As required by SFASFASB Statement No. 142, “Goodwill and Other Intangible Assets,” we completed our annual impairment test as of the first day of the second quarter of Fiscal 2005.2006. No impairment was recognized as a result of this test. The carrying value of goodwill as of October 1,December 31, 2005 and April 2, 2005 by operating segment is as follows (in millions):

      During the third quarter of Fiscal 2003, we completed a strategic review of our European business and formalized our plans to centralize and more efficiently consolidate its business operations. In connection with the implementation of this plan, the Company recorded restructuring charges of approximately $24.4 million

      Total severance and termination benefits as a result of this restructuring related to approximately 160 employees. As of October 1,December 31, 2005, total cash outlays related to this plan since inception were approximately $23.9$24.1 million. It is expected that the remaining liabilities will be paid during Fiscal 2006.

      In connection with the implementation of our operational plan in 2001, we recorded pre-tax restructuring charges of $144.6 million in prior periods. The components of the remaining liability and related activity for the sixnine months ended October 1,December 31, 2005 were as follows (in thousands):