BRIDGE STREET FUND 1994 L P

SEC source: 0000769993-04-000275 · rl4040302gsg_ex.xml · derivative · entry 3

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

GS CAPITAL PARTNERS LP · CIK 0000887302 · 10% owner

BRIDGE STREET FUND 1994 L P · CIK 0000919430 · 10% owner

STONE STREET FUND 1994 L P · CIK 0000919431 · 10% owner

GS ADVISORS LLC · CIK 0001232084 · 10% owner

STONE STREET 1994 LLC · CIK 0001232095 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

Underlying: Class A Common Stock · 10,570,979 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F6 · derivative.exercise_price: Shares of Class C Common Stock are convertible at any time at the option of the holder into an equal number of shares of Class A Common Stock.

F2 · price: In connection with the exercise by the Limited Partnerships of their demand registration rights pursuant to a registration rights agreement, dated as of June 9, 1997, by and among Polo Ralph Lauren Corporation (the "Company") and the other parties signatory thereto, with respect to an aggregate of 10,570,979 shares of Class A Common Stock, the Company filed a registration statement on Form S-3 (Registration No. 333-112730) on February 12, 2004. On February 25, 2004, the Limited Partnerships entered into an underwriting agreement (the "Underwriting Agreement") with the Company and the several underwriters (including Goldman Sachs) party to the Underwriting Agreement (collectively, the "Underwriters"). The Underwriting Agreement provided for the sale by the Limited Partnerships to the Underwriters of 9,192,156 shares of Class A Common Stock (the "Firm Shares") pursuant to an underwritten public offering.

F3 · price: In addition, pursuant to the Underwriting Agreement, the Limited Partnerships granted the Underwriters an option (the "Over-Allotment Option"), exercisable within 30 days after the date of the Underwriting Agreement, to purchase, in whole or in part, an additional 1,378,823 shares of Class A Common Stock (the "Option Shares") at the same purchase price per share. On February 26, 2004, the Underwriters elected to exercise the Over-Allotment Option in full. In connection with the sale of the Firm Shares and the Option Shares (the "Offering"), the Limited Partnerships converted all of the shares of Class C Common Stock held by them into shares of Class A Common Stock. The consummation of the Offering occurred on March 2, 2004. Affiliates of Goldman Sachs and GS Group are the general partner or managing general partner of the Limited Partnerships.

F4 · price: Accordingly, on March 2, 2004, (i) 9,983,708 shares of Class C Common Stock beneficially owned directly by GSCP were converted into an equal number of Class A Common Stock and GSCP sold 9,983,708 shares of Class A Common Stock in the Offering (ii) 300,393 shares of Class C Common Stock beneficially owned directly by Bridge Street were converted into an equal number of shares of Class A Common Stock and Bridge Street sold 300,393 shares of Class A Common Stock in the Offering, and (iii) 286,878 shares of Class C Common Stock beneficially owned directly by Stone Street were converted into an equal number of shares of Class A Common Stock and Stone Street sold 286,878 shares of Class A Common Stock in the Offering. Affiliates of Goldman Sachs and GS Group are the general partner or managing general partner of the Limited Partnerships.

F6 · price: Shares of Class C Common Stock are convertible at any time at the option of the holder into an equal number of shares of Class A Common Stock.

F6 · derivative.exercise_date: Shares of Class C Common Stock are convertible at any time at the option of the holder into an equal number of shares of Class A Common Stock.

F6 · derivative.expiration_date: Shares of Class C Common Stock are convertible at any time at the option of the holder into an equal number of shares of Class A Common Stock.

F2 · ownership.nature: In connection with the exercise by the Limited Partnerships of their demand registration rights pursuant to a registration rights agreement, dated as of June 9, 1997, by and among Polo Ralph Lauren Corporation (the "Company") and the other parties signatory thereto, with respect to an aggregate of 10,570,979 shares of Class A Common Stock, the Company filed a registration statement on Form S-3 (Registration No. 333-112730) on February 12, 2004. On February 25, 2004, the Limited Partnerships entered into an underwriting agreement (the "Underwriting Agreement") with the Company and the several underwriters (including Goldman Sachs) party to the Underwriting Agreement (collectively, the "Underwriters"). The Underwriting Agreement provided for the sale by the Limited Partnerships to the Underwriters of 9,192,156 shares of Class A Common Stock (the "Firm Shares") pursuant to an underwritten public offering.

F3 · ownership.nature: In addition, pursuant to the Underwriting Agreement, the Limited Partnerships granted the Underwriters an option (the "Over-Allotment Option"), exercisable within 30 days after the date of the Underwriting Agreement, to purchase, in whole or in part, an additional 1,378,823 shares of Class A Common Stock (the "Option Shares") at the same purchase price per share. On February 26, 2004, the Underwriters elected to exercise the Over-Allotment Option in full. In connection with the sale of the Firm Shares and the Option Shares (the "Offering"), the Limited Partnerships converted all of the shares of Class C Common Stock held by them into shares of Class A Common Stock. The consummation of the Offering occurred on March 2, 2004. Affiliates of Goldman Sachs and GS Group are the general partner or managing general partner of the Limited Partnerships.

F4 · ownership.nature: Accordingly, on March 2, 2004, (i) 9,983,708 shares of Class C Common Stock beneficially owned directly by GSCP were converted into an equal number of Class A Common Stock and GSCP sold 9,983,708 shares of Class A Common Stock in the Offering (ii) 300,393 shares of Class C Common Stock beneficially owned directly by Bridge Street were converted into an equal number of shares of Class A Common Stock and Bridge Street sold 300,393 shares of Class A Common Stock in the Offering, and (iii) 286,878 shares of Class C Common Stock beneficially owned directly by Stone Street were converted into an equal number of shares of Class A Common Stock and Stone Street sold 286,878 shares of Class A Common Stock in the Offering. Affiliates of Goldman Sachs and GS Group are the general partner or managing general partner of the Limited Partnerships.

SEC source: 0000769993-04-000275 · rl4040302gsg_ex.xml · nonDerivative · entry 2

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

GS CAPITAL PARTNERS LP · CIK 0000887302 · 10% owner

BRIDGE STREET FUND 1994 L P · CIK 0000919430 · 10% owner

STONE STREET FUND 1994 L P · CIK 0000919431 · 10% owner

GS ADVISORS LLC · CIK 0001232084 · 10% owner

STONE STREET 1994 LLC · CIK 0001232095 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 2,291

F2 · shares: In connection with the exercise by the Limited Partnerships of their demand registration rights pursuant to a registration rights agreement, dated as of June 9, 1997, by and among Polo Ralph Lauren Corporation (the "Company") and the other parties signatory thereto, with respect to an aggregate of 10,570,979 shares of Class A Common Stock, the Company filed a registration statement on Form S-3 (Registration No. 333-112730) on February 12, 2004. On February 25, 2004, the Limited Partnerships entered into an underwriting agreement (the "Underwriting Agreement") with the Company and the several underwriters (including Goldman Sachs) party to the Underwriting Agreement (collectively, the "Underwriters"). The Underwriting Agreement provided for the sale by the Limited Partnerships to the Underwriters of 9,192,156 shares of Class A Common Stock (the "Firm Shares") pursuant to an underwritten public offering.

F3 · shares: In addition, pursuant to the Underwriting Agreement, the Limited Partnerships granted the Underwriters an option (the "Over-Allotment Option"), exercisable within 30 days after the date of the Underwriting Agreement, to purchase, in whole or in part, an additional 1,378,823 shares of Class A Common Stock (the "Option Shares") at the same purchase price per share. On February 26, 2004, the Underwriters elected to exercise the Over-Allotment Option in full. In connection with the sale of the Firm Shares and the Option Shares (the "Offering"), the Limited Partnerships converted all of the shares of Class C Common Stock held by them into shares of Class A Common Stock. The consummation of the Offering occurred on March 2, 2004. Affiliates of Goldman Sachs and GS Group are the general partner or managing general partner of the Limited Partnerships.

F4 · shares: Accordingly, on March 2, 2004, (i) 9,983,708 shares of Class C Common Stock beneficially owned directly by GSCP were converted into an equal number of Class A Common Stock and GSCP sold 9,983,708 shares of Class A Common Stock in the Offering (ii) 300,393 shares of Class C Common Stock beneficially owned directly by Bridge Street were converted into an equal number of shares of Class A Common Stock and Bridge Street sold 300,393 shares of Class A Common Stock in the Offering, and (iii) 286,878 shares of Class C Common Stock beneficially owned directly by Stone Street were converted into an equal number of shares of Class A Common Stock and Stone Street sold 286,878 shares of Class A Common Stock in the Offering. Affiliates of Goldman Sachs and GS Group are the general partner or managing general partner of the Limited Partnerships.

F2 · ownership.nature: In connection with the exercise by the Limited Partnerships of their demand registration rights pursuant to a registration rights agreement, dated as of June 9, 1997, by and among Polo Ralph Lauren Corporation (the "Company") and the other parties signatory thereto, with respect to an aggregate of 10,570,979 shares of Class A Common Stock, the Company filed a registration statement on Form S-3 (Registration No. 333-112730) on February 12, 2004. On February 25, 2004, the Limited Partnerships entered into an underwriting agreement (the "Underwriting Agreement") with the Company and the several underwriters (including Goldman Sachs) party to the Underwriting Agreement (collectively, the "Underwriters"). The Underwriting Agreement provided for the sale by the Limited Partnerships to the Underwriters of 9,192,156 shares of Class A Common Stock (the "Firm Shares") pursuant to an underwritten public offering.

F3 · ownership.nature: In addition, pursuant to the Underwriting Agreement, the Limited Partnerships granted the Underwriters an option (the "Over-Allotment Option"), exercisable within 30 days after the date of the Underwriting Agreement, to purchase, in whole or in part, an additional 1,378,823 shares of Class A Common Stock (the "Option Shares") at the same purchase price per share. On February 26, 2004, the Underwriters elected to exercise the Over-Allotment Option in full. In connection with the sale of the Firm Shares and the Option Shares (the "Offering"), the Limited Partnerships converted all of the shares of Class C Common Stock held by them into shares of Class A Common Stock. The consummation of the Offering occurred on March 2, 2004. Affiliates of Goldman Sachs and GS Group are the general partner or managing general partner of the Limited Partnerships.

F4 · ownership.nature: Accordingly, on March 2, 2004, (i) 9,983,708 shares of Class C Common Stock beneficially owned directly by GSCP were converted into an equal number of Class A Common Stock and GSCP sold 9,983,708 shares of Class A Common Stock in the Offering (ii) 300,393 shares of Class C Common Stock beneficially owned directly by Bridge Street were converted into an equal number of shares of Class A Common Stock and Bridge Street sold 300,393 shares of Class A Common Stock in the Offering, and (iii) 286,878 shares of Class C Common Stock beneficially owned directly by Stone Street were converted into an equal number of shares of Class A Common Stock and Stone Street sold 286,878 shares of Class A Common Stock in the Offering. Affiliates of Goldman Sachs and GS Group are the general partner or managing general partner of the Limited Partnerships.

F5 · ownership.nature: Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 2,291 shares of Class A Common Stock. Goldman Sachs is an indirect wholly-owned subsidiary of GS Group. The Reporting Persons, other than Goldman Sachs and GS Group, disclaim beneficial ownership of the securities owned directly by Goldman Sachs.

SEC source: 0000769993-04-000275 · rl4040302gsg_ex.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

GS CAPITAL PARTNERS LP · CIK 0000887302 · 10% owner

BRIDGE STREET FUND 1994 L P · CIK 0000919430 · 10% owner

STONE STREET FUND 1994 L P · CIK 0000919431 · 10% owner

GS ADVISORS LLC · CIK 0001232084 · 10% owner

STONE STREET 1994 LLC · CIK 0001232095 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 10,573,270

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · shares: In connection with the exercise by the Limited Partnerships of their demand registration rights pursuant to a registration rights agreement, dated as of June 9, 1997, by and among Polo Ralph Lauren Corporation (the "Company") and the other parties signatory thereto, with respect to an aggregate of 10,570,979 shares of Class A Common Stock, the Company filed a registration statement on Form S-3 (Registration No. 333-112730) on February 12, 2004. On February 25, 2004, the Limited Partnerships entered into an underwriting agreement (the "Underwriting Agreement") with the Company and the several underwriters (including Goldman Sachs) party to the Underwriting Agreement (collectively, the "Underwriters"). The Underwriting Agreement provided for the sale by the Limited Partnerships to the Underwriters of 9,192,156 shares of Class A Common Stock (the "Firm Shares") pursuant to an underwritten public offering.

F3 · shares: In addition, pursuant to the Underwriting Agreement, the Limited Partnerships granted the Underwriters an option (the "Over-Allotment Option"), exercisable within 30 days after the date of the Underwriting Agreement, to purchase, in whole or in part, an additional 1,378,823 shares of Class A Common Stock (the "Option Shares") at the same purchase price per share. On February 26, 2004, the Underwriters elected to exercise the Over-Allotment Option in full. In connection with the sale of the Firm Shares and the Option Shares (the "Offering"), the Limited Partnerships converted all of the shares of Class C Common Stock held by them into shares of Class A Common Stock. The consummation of the Offering occurred on March 2, 2004. Affiliates of Goldman Sachs and GS Group are the general partner or managing general partner of the Limited Partnerships.

F4 · shares: Accordingly, on March 2, 2004, (i) 9,983,708 shares of Class C Common Stock beneficially owned directly by GSCP were converted into an equal number of Class A Common Stock and GSCP sold 9,983,708 shares of Class A Common Stock in the Offering (ii) 300,393 shares of Class C Common Stock beneficially owned directly by Bridge Street were converted into an equal number of shares of Class A Common Stock and Bridge Street sold 300,393 shares of Class A Common Stock in the Offering, and (iii) 286,878 shares of Class C Common Stock beneficially owned directly by Stone Street were converted into an equal number of shares of Class A Common Stock and Stone Street sold 286,878 shares of Class A Common Stock in the Offering. Affiliates of Goldman Sachs and GS Group are the general partner or managing general partner of the Limited Partnerships.

F2 · price: In connection with the exercise by the Limited Partnerships of their demand registration rights pursuant to a registration rights agreement, dated as of June 9, 1997, by and among Polo Ralph Lauren Corporation (the "Company") and the other parties signatory thereto, with respect to an aggregate of 10,570,979 shares of Class A Common Stock, the Company filed a registration statement on Form S-3 (Registration No. 333-112730) on February 12, 2004. On February 25, 2004, the Limited Partnerships entered into an underwriting agreement (the "Underwriting Agreement") with the Company and the several underwriters (including Goldman Sachs) party to the Underwriting Agreement (collectively, the "Underwriters"). The Underwriting Agreement provided for the sale by the Limited Partnerships to the Underwriters of 9,192,156 shares of Class A Common Stock (the "Firm Shares") pursuant to an underwritten public offering.

F3 · price: In addition, pursuant to the Underwriting Agreement, the Limited Partnerships granted the Underwriters an option (the "Over-Allotment Option"), exercisable within 30 days after the date of the Underwriting Agreement, to purchase, in whole or in part, an additional 1,378,823 shares of Class A Common Stock (the "Option Shares") at the same purchase price per share. On February 26, 2004, the Underwriters elected to exercise the Over-Allotment Option in full. In connection with the sale of the Firm Shares and the Option Shares (the "Offering"), the Limited Partnerships converted all of the shares of Class C Common Stock held by them into shares of Class A Common Stock. The consummation of the Offering occurred on March 2, 2004. Affiliates of Goldman Sachs and GS Group are the general partner or managing general partner of the Limited Partnerships.

F4 · price: Accordingly, on March 2, 2004, (i) 9,983,708 shares of Class C Common Stock beneficially owned directly by GSCP were converted into an equal number of Class A Common Stock and GSCP sold 9,983,708 shares of Class A Common Stock in the Offering (ii) 300,393 shares of Class C Common Stock beneficially owned directly by Bridge Street were converted into an equal number of shares of Class A Common Stock and Bridge Street sold 300,393 shares of Class A Common Stock in the Offering, and (iii) 286,878 shares of Class C Common Stock beneficially owned directly by Stone Street were converted into an equal number of shares of Class A Common Stock and Stone Street sold 286,878 shares of Class A Common Stock in the Offering. Affiliates of Goldman Sachs and GS Group are the general partner or managing general partner of the Limited Partnerships.

F6 · price: Shares of Class C Common Stock are convertible at any time at the option of the holder into an equal number of shares of Class A Common Stock.

F1 · ownership.nature: This statement is being filed by GS Capital Partners, L.P. ("GSCP"), Bridge Street Fund 1994, L.P. ("Bridge Street"), Stone Street Fund 1994, L.P. ("Stone Street" and, together with GSCP and Bridge Street, the "Limited Partnerships"), Stone Street 1994, L.L.C. ("Stone 1994 LLC"), GS Advisors, L.L.C. ("GS Advisors"), Goldman, Sachs & Co. ("Goldman Sachs") and The Goldman Sachs Group, Inc. ("GS Group" and, together with the Limited Partnerships Stone 1994 LLC, GS Advisors and Goldman Sachs, the "Reporting Persons").

F2 · ownership.nature: In connection with the exercise by the Limited Partnerships of their demand registration rights pursuant to a registration rights agreement, dated as of June 9, 1997, by and among Polo Ralph Lauren Corporation (the "Company") and the other parties signatory thereto, with respect to an aggregate of 10,570,979 shares of Class A Common Stock, the Company filed a registration statement on Form S-3 (Registration No. 333-112730) on February 12, 2004. On February 25, 2004, the Limited Partnerships entered into an underwriting agreement (the "Underwriting Agreement") with the Company and the several underwriters (including Goldman Sachs) party to the Underwriting Agreement (collectively, the "Underwriters"). The Underwriting Agreement provided for the sale by the Limited Partnerships to the Underwriters of 9,192,156 shares of Class A Common Stock (the "Firm Shares") pursuant to an underwritten public offering.

F3 · ownership.nature: In addition, pursuant to the Underwriting Agreement, the Limited Partnerships granted the Underwriters an option (the "Over-Allotment Option"), exercisable within 30 days after the date of the Underwriting Agreement, to purchase, in whole or in part, an additional 1,378,823 shares of Class A Common Stock (the "Option Shares") at the same purchase price per share. On February 26, 2004, the Underwriters elected to exercise the Over-Allotment Option in full. In connection with the sale of the Firm Shares and the Option Shares (the "Offering"), the Limited Partnerships converted all of the shares of Class C Common Stock held by them into shares of Class A Common Stock. The consummation of the Offering occurred on March 2, 2004. Affiliates of Goldman Sachs and GS Group are the general partner or managing general partner of the Limited Partnerships.

F4 · ownership.nature: Accordingly, on March 2, 2004, (i) 9,983,708 shares of Class C Common Stock beneficially owned directly by GSCP were converted into an equal number of Class A Common Stock and GSCP sold 9,983,708 shares of Class A Common Stock in the Offering (ii) 300,393 shares of Class C Common Stock beneficially owned directly by Bridge Street were converted into an equal number of shares of Class A Common Stock and Bridge Street sold 300,393 shares of Class A Common Stock in the Offering, and (iii) 286,878 shares of Class C Common Stock beneficially owned directly by Stone Street were converted into an equal number of shares of Class A Common Stock and Stone Street sold 286,878 shares of Class A Common Stock in the Offering. Affiliates of Goldman Sachs and GS Group are the general partner or managing general partner of the Limited Partnerships.

F5 · ownership.nature: Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 2,291 shares of Class A Common Stock. Goldman Sachs is an indirect wholly-owned subsidiary of GS Group. The Reporting Persons, other than Goldman Sachs and GS Group, disclaim beneficial ownership of the securities owned directly by Goldman Sachs.

F6 · ownership.nature: Shares of Class C Common Stock are convertible at any time at the option of the holder into an equal number of shares of Class A Common Stock.