GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP

SEC source: 0000769993-10-000467 · bkc420101015gsg_ex.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

Bridge Street Special Opportunities Fund 2000, L.P. · CIK 0001363000 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

GS Private Equity Partners 2000, L.P. · CIK 0001363112 · 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: 27,998

F4 · shares: Pursuant to the tender offer by Blue Acquisition Sub, Inc. (the "Tender Offer"), an entity controlled by 3G Special Situations Fund II, L.P., for all shares of common stock, par value $0.01 per share (the "Common Stock"), of Burger King Holdings, Inc. (the "Company"), Goldman Sachs tendered and Blue Acquisition Sub, Inc. accepted for payment 10,100 shares of Common Stock that were beneficially owned directly by Goldman Sachs and may be deemed to have been beneficially owned indirectly by GS Group.

F5 · shares: Pursuant to the Tender Offer, the Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member, tendered and Blue Acquisition Sub, Inc. accepted for payment 13,900,225 shares of Common Stock that may be deemed to have been beneficially owned indirectly by GS Group and Goldman Sachs. Goldman Sachs is the investment manager of certain of the Limited Partnerships.

F6 · shares: Pursuant to the Tender Offer, GS Group tendered and Blue Acquisition Sub, Inc. accepted for payment 8,324 shares that were granted to Adrian M. Jones, a managing director of Goldman Sachs who, at the time of the grants, was a director of the Company. Adrian M. Jones has an understanding with GS Group pursuant to which such shares are held for the benefit of GS Group.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Capital Partners 2000, L.P. ("GSCP 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP 2000 Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany 2000"), GS Capital Partners 2000 Employee Fund, L.P. ("GSCP Employee 2000"), Bridge Street Special Opportunities Fund 2000, L.P. ("Bridge SO 2000"), Stone Street Fund 2000, L.P. ("Stone 2000"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000"), GS Private Equity Partners 2000, L.P. ("PEP 2000 LP"), GS Private Equity Partners 2000 Offshore Holdings, L.P. ("PEP 2000 Offshore LP"), GS Private Equity Partners 2000-Direct Investment Fund, L.P. ("PEP Direct" and, together with GSCP 2000, (continue in next footnote)

F2 · ownership.nature: GSCP 2000 Offshore, GSCP Germany 2000, GSCP Employee 2000, Bridge SO 2000, Stone 2000, GS Direct 2000, PEP 2000 LP, PEP 2000 Offshore LP, the "Limited Partnerships"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), Goldman, Sachs Management GP GmbH ("GS GmbH"), Bridge Street Special Opportunities Fund 2000, L.L.C. ("Bridge SO 2000 LLC"), Stone Street 2000, L.L.C. ("Stone 2000 GP"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000 LLC"), GS PEP 2000 Advisors, L.L.C. ("PEP 2000 LLC"), GS PEP 2000 Offshore Holdings Advisors, Inc. ("PEP 2000 Offshore Inc."), GS PEP 2000 Direct Investment Advisors, L.L.C. ("PEP Direct LLC", and together with the Limited Partnerships, GS Group, Goldman Sachs, GS Advisors 2000, GS GmbH, Stone 2000 GP, GS Employee 2000 LLC, PEP 2000 LLC, PEP 2000 Offshore Inc., the "Reporting Persons").

F3 · ownership.nature: Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F4 · ownership.nature: Pursuant to the tender offer by Blue Acquisition Sub, Inc. (the "Tender Offer"), an entity controlled by 3G Special Situations Fund II, L.P., for all shares of common stock, par value $0.01 per share (the "Common Stock"), of Burger King Holdings, Inc. (the "Company"), Goldman Sachs tendered and Blue Acquisition Sub, Inc. accepted for payment 10,100 shares of Common Stock that were beneficially owned directly by Goldman Sachs and may be deemed to have been beneficially owned indirectly by GS Group.

F5 · ownership.nature: Pursuant to the Tender Offer, the Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member, tendered and Blue Acquisition Sub, Inc. accepted for payment 13,900,225 shares of Common Stock that may be deemed to have been beneficially owned indirectly by GS Group and Goldman Sachs. Goldman Sachs is the investment manager of certain of the Limited Partnerships.

F6 · ownership.nature: Pursuant to the Tender Offer, GS Group tendered and Blue Acquisition Sub, Inc. accepted for payment 8,324 shares that were granted to Adrian M. Jones, a managing director of Goldman Sachs who, at the time of the grants, was a director of the Company. Adrian M. Jones has an understanding with GS Group pursuant to which such shares are held for the benefit of GS Group.

F7 · ownership.nature: GS Group may be deemed to beneficially own 24,478 shares of Common Stock that were granted to Sanjeev K. Mehra, a managing director of Goldman Sachs and a director of the Company, pursuant to certain deferred stock awards under the 2006 Omnibus Incentive Plan. Sanjeev K. Mehra has an understanding with GS Group pursuant to which such deferred shares are held for the benefit of GS Group. The deferred shares settle upon termination of board service. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F8 · ownership.nature: Goldman Sachs Execution & Clearing, L.P. ("GSEC") beneficially owns directly, and GS Group may be deemed to beneficially own indirectly, 3,520 shares of Common Stock. GSEC is a wholly-owned subsidiary of GS Group. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-09-001054 · bkc420091119gsg_ex.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

Bridge Street Special Opportunities Fund 2000, L.P. · CIK 0001363000 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

GS Private Equity Partners 2000, L.P. · CIK 0001363112 · 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: 13,946,647

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Capital Partners 2000, L.P. ("GSCP 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP 2000 Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany 2000"), GS Capital Partners 2000 Employee Fund, L.P. ("GSCP Employee 2000"), Bridge Street Special Opportunities Fund 2000, L.P. (" Bridge SO 2000"), Stone Street Fund 2000, L.P. ("Stone 2000"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000"), GS Private Equity Partners 2000, L.P. ("PEP 2000 LP"), GS Private Equity Partners 2000 Offshore Holdings, L.P. ("PEP 2000 Offshore LP"), GS Private Equity Partners 2000-Direct Investment Fund, L.P. ("PEP Direct" and, together with GSCP 2000, (continue in next footnote)

F2 · ownership.nature: GSCP 2000 Offshore, GSCP Germany 2000, GSCP Employee 2000, Bridge SO 2000, Stone 2000, GS Direct 2000, PEP 2000 LP, PEP 2000 Offshore LP, the "Limited Partnerships"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), Goldman, Sachs Management GP GmbH ("GS GmbH"), Bridge Street Special Opportunities Fund 2000, L.L.C. ("Bridge SO 2000 LLC"), Stone Street 2000, L.L.C. ("Stone 2000 GP"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000 LLC"), GS PEP 2000 Advisors, L.L.C. ("PEP 2000 LLC"), GS PEP 2000 Offshore Holdings Advisors, Inc. ("PEP 2000 Offshore Inc."), GS PEP 2000 Direct Investment Advisors, L.L.C. ("PEP Direct LLC", and together with the Limited Partnerships, GS Group, Goldman Sachs, GS Advisors 2000, GS GmbH, Stone 2000 GP, GS Employee 2000 LLC, PEP 2000 LLC, PEP 2000 Offshore Inc., the "Reporting Persons").

F3 · ownership.nature: Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F4 · ownership.nature: The 8,580 shares of common stock, par value $0.01 per share (the "Common Stock") of Burger King Holdings, Inc. (the "Company") were granted to Sanjeev K. Mehra, a managing director of Goldman Sachs, in his capacity as a director of the Company pursuant to certain deferred stock awards under the 2006 Omnibus Incentive Plan (the "2006 Plan"). Of the shares granted, 3,718 are fully vested as of the grant date, which was November 19, 2009. The remaining deferred shares vest 25% on the first of each calendar quarter following the grant date.

F5 · ownership.nature: GS Group may be deemed to beneficially own 32,802 shares of Common Stock pursuant to the Company's 2006 Plan, consisting of 24,478 deferred shares granted to Sanjeev K. Mehra, a managing director of Goldman Sachs and a director of the Company and 8,324 deferred shares granted to Adrian M. Jones, a managing director of Goldman Sachs and a former director of the Company who, at the time of the grants, was a director of the Company. Sanjeev K. Mehra and Adrian M. Jones each has an understanding with GS Group pursuant to which such deferred shares are held for the benefit of GS Group. The deferred shares settle upon termination of board service. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F6 · ownership.nature: Goldman Sachs Execution & Clearing, L.P. ("GSEC") beneficially owns directly, and GS Group may be deemed to beneficially own indirectly, 3,520 shares of Common Stock. Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 10,100 shares of Common Stock. Goldman Sachs and GS Group may each be deemed to beneficially own indirectly, in the aggregate, 13,900,225 shares of Common Stock through certain investment partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member (the "Limited Partnerships"). Goldman Sachs and GSEC are each a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Limited Partnerships. Each of Goldman Sachs, GSEC and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F7 · ownership.nature: GSCP 2000 beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 7,262,660 shares of Common Stock. GSCP 2000 Offshore beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 2,638,973 shares of Common Stock. GSCP Germany 2000 beneficially owns directly and its general partner GS GmbH may be deemed to beneficially own indirectly 303,562 shares of Common Stock.

F8 · ownership.nature: GSCP Employee 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 2,306,145 shares of Common Stock. Bridge SO 2000 beneficially owns directly and its general partner Bridge SO 2000 LLC may be deemed to beneficially own indirectly 106,837 shares of Common Stock. Stone 2000 beneficially owns directly and its general partner Stone 2000 GP may be deemed to beneficially own indirectly 213,675 shares of Common Stock.

F9 · ownership.nature: GS Direct 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 356,124 shares of Common Stock. PEP 2000 LP beneficially owns directly and its general partner PEP 2000 LLC may be deemed to beneficially own indirectly 412,941 shares of Common Stock. PEP 2000 Offshore LP beneficially owns directly and its general partner PEP 2000 Offshore Inc. may be deemed to beneficially own indirectly 141,944 shares of Common Stock. PEP Direct beneficially owns directly and its general partner PEP Direct LLC may be deemed to beneficially own indirectly 157,364 shares of Common Stock.

SEC source: 0000769993-09-000936 · bkc420090814gsg_ex.xml · nonDerivative · entry 2

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

Bridge Street Special Opportunities Fund 2000, L.P. · CIK 0001363000 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

GS Private Equity Partners 2000, L.P. · CIK 0001363112 · 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: 13,938,067

F5 · shares: Reflects the sale of 2,000 shares of Common Stock by Goldman Sachs at a weighted average sale price of $17.0595 per share, at prices ranging from $17.05 to $17.06 per share.

F6 · shares: Goldman Sachs will provide, upon request by the staff of the Securities and Exchange Commission, the Company, or a security holder of the Company, full information regarding the number of shares purchased or sold at each separate price.

F5 · price: Reflects the sale of 2,000 shares of Common Stock by Goldman Sachs at a weighted average sale price of $17.0595 per share, at prices ranging from $17.05 to $17.06 per share.

F6 · price: Goldman Sachs will provide, upon request by the staff of the Securities and Exchange Commission, the Company, or a security holder of the Company, full information regarding the number of shares purchased or sold at each separate price.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Capital Partners 2000, L.P. ("GSCP 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP 2000 Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany 2000"), GS Capital Partners 2000 Employee Fund, L.P. ("GSCP Employee 2000"), Bridge Street Special Opportunities Fund 2000, L.P. (" Bridge SO 2000"), Stone Street Fund 2000, L.P. ("Stone 2000"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000"), GS Private Equity Partners 2000, L.P. ("PEP 2000 LP"), GS Private Equity Partners 2000 Offshore Holdings, L.P. ("PEP 2000 Offshore LP"), GS Private Equity Partners 2000-Direct Investment Fund, L.P. ("PEP Direct" and, together with GSCP 2000, (continue in next footnote)

F2 · ownership.nature: GSCP 2000 Offshore, GSCP Germany 2000, GSCP Employee 2000, Bridge SO 2000, Stone 2000, GS Direct 2000, PEP 2000 LP, PEP 2000 Offshore LP, the "Limited Partnerships"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), Goldman, Sachs Management GP GmbH ("GS GmbH"), Bridge Street Special Opportunities Fund 2000, L.L.C. ("Bridge SO 2000 LLC"), Stone Street 2000, L.L.C. ("Stone 2000 GP"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000 LLC"), GS PEP 2000 Advisors, L.L.C. ("PEP 2000 LLC"), GS PEP 2000 Offshore Holdings Advisors, Inc. ("PEP 2000 Offshore Inc."), GS PEP 2000 Direct Investment Advisors, L.L.C. ("PEP Direct LLC", and together with the Limited Partnerships, GS Group, Goldman Sachs, GS Advisors 2000, GS GmbH, Stone 2000 GP, GS Employee 2000 LLC, PEP 2000 LLC, PEP 2000 Offshore Inc., the "Reporting Persons").

F3 · ownership.nature: Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F7 · ownership.nature: The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs and indirectly by GS Group. Without admitting any legal obligation, Goldman Sachs or another wholly-owned subsidiary of GS Group will remit appropriate profits, if any, to the Company. The Reporting Persons, other than GS Group, disclaim beneficial ownership of the securities owned by Goldman Sachs. Goldman Sachs is a wholly-owned subsidiary of GS Group.

F8 · ownership.nature: GS Group may be deemed to beneficially own 24,222 shares of Common Stock pursuant to the Company's 2006 Omnibus Incentive Plan, consisting of 15,898 deferred shares granted to Sanjeev K. Mehra, a managing director of Goldman Sachs and a director of the Company and 8,324 deferred shares granted to Adrian M. Jones, a managing director of Goldman Sachs and a former director of the Company who, at the time of the grants, was a director of the Company. Sanjeev K. Mehra and Adrian M. Jones each has an understanding with GS Group pursuant to which such deferred shares are held for the benefit of GS Group. The deferred shares settle upon termination of board service. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F9 · ownership.nature: Goldman Sachs Execution & Clearing, L.P. ("GSEC") beneficially owns directly, and GS Group may be deemed to beneficially own indirectly, 3,520 shares of Common Stock. Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 10,100 shares of Common Stock. Goldman Sachs and GS Group may each be deemed to beneficially own indirectly, in the aggregate, 13,900,225 shares of Common Stock through certain investment partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member (the "Limited Partnerships"). Goldman Sachs and GSEC are each a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Limited Partnerships. Each of Goldman Sachs, GSEC and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F10 · ownership.nature: GSCP 2000 beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 7,262,660 shares of Common Stock. GSCP 2000 Offshore beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 2,638,973 shares of Common Stock. GSCP Germany 2000 beneficially owns directly and its general partner GS GmbH may be deemed to beneficially own indirectly 303,562 shares of Common Stock.

F11 · ownership.nature: GSCP Employee 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 2,306,145 shares of Common Stock. Bridge SO 2000 beneficially owns directly and its general partner Bridge SO 2000 LLC may be deemed to beneficially own indirectly 106,837 shares of Common Stock. Stone 2000 beneficially owns directly and its general partner Stone 2000 GP may be deemed to beneficially own indirectly 213,675 shares of Common Stock.

F12 · ownership.nature: GS Direct 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 356,124 shares of Common Stock. PEP 2000 LP beneficially owns directly and its general partner PEP 2000 LLC may be deemed to beneficially own indirectly 412,941 shares of Common Stock. PEP 2000 Offshore LP beneficially owns directly and its general partner PEP 2000 Offshore Inc. may be deemed to beneficially own indirectly 141,944 shares of Common Stock. PEP Direct beneficially owns directly and its general partner PEP Direct LLC may be deemed to beneficially own indirectly 157,364 shares of Common Stock.

SEC source: 0000769993-09-000936 · bkc420090814gsg_ex.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

Bridge Street Special Opportunities Fund 2000, L.P. · CIK 0001363000 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

GS Private Equity Partners 2000, L.P. · CIK 0001363112 · 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: 13,940,067

F4 · shares: Reflects the purchase of 2,000 shares of common stock, par value $0.01 per share (the "Common Stock") of Burger King Holdings, Inc. (the "Company") by Goldman Sachs at a weighted average purchase price of $17.1210 per share, at prices ranging from $17.11 to $17.13 per share.

F6 · shares: Goldman Sachs will provide, upon request by the staff of the Securities and Exchange Commission, the Company, or a security holder of the Company, full information regarding the number of shares purchased or sold at each separate price.

F4 · price: Reflects the purchase of 2,000 shares of common stock, par value $0.01 per share (the "Common Stock") of Burger King Holdings, Inc. (the "Company") by Goldman Sachs at a weighted average purchase price of $17.1210 per share, at prices ranging from $17.11 to $17.13 per share.

F6 · price: Goldman Sachs will provide, upon request by the staff of the Securities and Exchange Commission, the Company, or a security holder of the Company, full information regarding the number of shares purchased or sold at each separate price.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Capital Partners 2000, L.P. ("GSCP 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP 2000 Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany 2000"), GS Capital Partners 2000 Employee Fund, L.P. ("GSCP Employee 2000"), Bridge Street Special Opportunities Fund 2000, L.P. (" Bridge SO 2000"), Stone Street Fund 2000, L.P. ("Stone 2000"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000"), GS Private Equity Partners 2000, L.P. ("PEP 2000 LP"), GS Private Equity Partners 2000 Offshore Holdings, L.P. ("PEP 2000 Offshore LP"), GS Private Equity Partners 2000-Direct Investment Fund, L.P. ("PEP Direct" and, together with GSCP 2000, (continue in next footnote)

F2 · ownership.nature: GSCP 2000 Offshore, GSCP Germany 2000, GSCP Employee 2000, Bridge SO 2000, Stone 2000, GS Direct 2000, PEP 2000 LP, PEP 2000 Offshore LP, the "Limited Partnerships"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), Goldman, Sachs Management GP GmbH ("GS GmbH"), Bridge Street Special Opportunities Fund 2000, L.L.C. ("Bridge SO 2000 LLC"), Stone Street 2000, L.L.C. ("Stone 2000 GP"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000 LLC"), GS PEP 2000 Advisors, L.L.C. ("PEP 2000 LLC"), GS PEP 2000 Offshore Holdings Advisors, Inc. ("PEP 2000 Offshore Inc."), GS PEP 2000 Direct Investment Advisors, L.L.C. ("PEP Direct LLC", and together with the Limited Partnerships, GS Group, Goldman Sachs, GS Advisors 2000, GS GmbH, Stone 2000 GP, GS Employee 2000 LLC, PEP 2000 LLC, PEP 2000 Offshore Inc., the "Reporting Persons").

F3 · ownership.nature: Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F7 · ownership.nature: The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs and indirectly by GS Group. Without admitting any legal obligation, Goldman Sachs or another wholly-owned subsidiary of GS Group will remit appropriate profits, if any, to the Company. The Reporting Persons, other than GS Group, disclaim beneficial ownership of the securities owned by Goldman Sachs. Goldman Sachs is a wholly-owned subsidiary of GS Group.

F8 · ownership.nature: GS Group may be deemed to beneficially own 24,222 shares of Common Stock pursuant to the Company's 2006 Omnibus Incentive Plan, consisting of 15,898 deferred shares granted to Sanjeev K. Mehra, a managing director of Goldman Sachs and a director of the Company and 8,324 deferred shares granted to Adrian M. Jones, a managing director of Goldman Sachs and a former director of the Company who, at the time of the grants, was a director of the Company. Sanjeev K. Mehra and Adrian M. Jones each has an understanding with GS Group pursuant to which such deferred shares are held for the benefit of GS Group. The deferred shares settle upon termination of board service. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F9 · ownership.nature: Goldman Sachs Execution & Clearing, L.P. ("GSEC") beneficially owns directly, and GS Group may be deemed to beneficially own indirectly, 3,520 shares of Common Stock. Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 10,100 shares of Common Stock. Goldman Sachs and GS Group may each be deemed to beneficially own indirectly, in the aggregate, 13,900,225 shares of Common Stock through certain investment partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member (the "Limited Partnerships"). Goldman Sachs and GSEC are each a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Limited Partnerships. Each of Goldman Sachs, GSEC and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F10 · ownership.nature: GSCP 2000 beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 7,262,660 shares of Common Stock. GSCP 2000 Offshore beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 2,638,973 shares of Common Stock. GSCP Germany 2000 beneficially owns directly and its general partner GS GmbH may be deemed to beneficially own indirectly 303,562 shares of Common Stock.

F11 · ownership.nature: GSCP Employee 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 2,306,145 shares of Common Stock. Bridge SO 2000 beneficially owns directly and its general partner Bridge SO 2000 LLC may be deemed to beneficially own indirectly 106,837 shares of Common Stock. Stone 2000 beneficially owns directly and its general partner Stone 2000 GP may be deemed to beneficially own indirectly 213,675 shares of Common Stock.

F12 · ownership.nature: GS Direct 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 356,124 shares of Common Stock. PEP 2000 LP beneficially owns directly and its general partner PEP 2000 LLC may be deemed to beneficially own indirectly 412,941 shares of Common Stock. PEP 2000 Offshore LP beneficially owns directly and its general partner PEP 2000 Offshore Inc. may be deemed to beneficially own indirectly 141,944 shares of Common Stock. PEP Direct beneficially owns directly and its general partner PEP Direct LLC may be deemed to beneficially own indirectly 157,364 shares of Common Stock.

SEC source: 0000769993-09-000634 · bkc420090501gsg_ex.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

Bridge Street Special Opportunities Fund 2000, L.P. · CIK 0001363000 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

GS Private Equity Partners 2000, L.P. · CIK 0001363112 · 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: 13,938,067

F4 · shares: Reflects the purchase of 3,520 shares of common stock, par value $0.01 per share (the "Common Stock") of Burger King Holdings, Inc. (the "Company") by Goldman Sachs Execution & Clearing, L.P. ("GSEC") at a weighted average purchase price of $16.9933 per share, at prices ranging from $16.97 to $17.00 per share. GSEC will provide, upon request by the staff of the Securities and Exchange Commission, the Company, or a security holder of the Company, full information regarding the number of shares purchased at each separate price.

F4 · price: Reflects the purchase of 3,520 shares of common stock, par value $0.01 per share (the "Common Stock") of Burger King Holdings, Inc. (the "Company") by Goldman Sachs Execution & Clearing, L.P. ("GSEC") at a weighted average purchase price of $16.9933 per share, at prices ranging from $16.97 to $17.00 per share. GSEC will provide, upon request by the staff of the Securities and Exchange Commission, the Company, or a security holder of the Company, full information regarding the number of shares purchased at each separate price.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Capital Partners 2000, L.P. ("GSCP 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP 2000 Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany 2000"), GS Capital Partners 2000 Employee Fund, L.P. ("GSCP Employee 2000"), Bridge Street Special Opportunities Fund 2000, L.P. (" Bridge SO 2000"), Stone Street Fund 2000, L.P. ("Stone 2000"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000"), GS Private Equity Partners 2000, L.P. ("PEP 2000 LP"), GS Private Equity Partners 2000 Offshore Holdings, L.P. ("PEP 2000 Offshore LP"), GS Private Equity Partners 2000-Direct Investment Fund, L.P. ("PEP Direct" and, together with GSCP 2000, (continue in next footnote)

F2 · ownership.nature: GSCP 2000 Offshore, GSCP Germany 2000, GSCP Employee 2000, Bridge SO 2000, Stone 2000, GS Direct 2000, PEP 2000 LP, PEP 2000 Offshore LP, the "Limited Partnerships"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), Goldman, Sachs Management GP GmbH ("GS GmbH"), Bridge Street Special Opportunities Fund 2000, L.L.C. ("Bridge SO 2000 LLC"), Stone Street 2000, L.L.C. ("Stone 2000 GP"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000 LLC"), GS PEP 2000 Advisors, L.L.C. ("PEP 2000 LLC"), GS PEP 2000 Offshore Holdings Advisors, Inc. ("PEP 2000 Offshore Inc."), GS PEP 2000 Direct Investment Advisors, L.L.C. ("PEP Direct LLC", and together with the Limited Partnerships, GS Group, Goldman Sachs, GS Advisors 2000, GS GmbH, Stone 2000 GP, GS Employee 2000 LLC, PEP 2000 LLC, PEP 2000 Offshore Inc., the "Reporting Persons").

F3 · ownership.nature: Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F5 · ownership.nature: The securities reported herein as indirectly purchased were beneficially owned directly by GSEC and indirectly by GS Group. Without admitting any legal obligation, GSEC or another wholly-owned subsidiary of GS Group will remit appropriate profits, if any, to the Company. The Reporting Persons, other than GS Group, disclaim beneficial ownership of the securities owned by GSEC. GSEC is a wholly-owned subsidiary of GS Group.

F6 · ownership.nature: GS Group may be deemed to beneficially own 24,222 shares of Common Stock pursuant to the Company's 2006 Omnibus Incentive Plan, consisting of 15,898 deferred shares granted to Sanjeev K. Mehra, a managing director of Goldman Sachs and a director of the Company and 8,324 deferred shares granted to Adrian M. Jones, a managing director of Goldman Sachs and a former director of the Company who, at the time of the grants, was a director of the Company. Sanjeev K. Mehra and Adrian M. Jones each has an understanding with GS Group pursuant to which such deferred shares are held for the benefit of GS Group. The deferred shares settle upon termination of board service. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F7 · ownership.nature: Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 10,100 shares of Common Stock. Goldman Sachs and GS Group may each be deemed to beneficially own indirectly, in the aggregate, 13,900,225 shares of Common Stock through certain investment partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member (the "Limited Partnerships"). Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Limited Partnerships. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F8 · ownership.nature: GSCP 2000 beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 7,262,660 shares of Common Stock. GSCP 2000 Offshore beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 2,638,973 shares of Common Stock. GSCP Germany 2000 beneficially owns directly and its general partner GS GmbH may be deemed to beneficially own indirectly 303,562 shares of Common Stock.

F9 · ownership.nature: GSCP Employee 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 2,306,145 shares of Common Stock. Bridge SO 2000 beneficially owns directly and its general partner Bridge SO 2000 LLC may be deemed to beneficially own indirectly 106,837 shares of Common Stock. Stone 2000 beneficially owns directly and its general partner Stone 2000 GP may be deemed to beneficially own indirectly 213,675 shares of Common Stock.

F10 · ownership.nature: GS Direct 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 356,124 shares of Common Stock. PEP 2000 LP beneficially owns directly and its general partner PEP 2000 LLC may be deemed to beneficially own indirectly 412,941 shares of Common Stock. PEP 2000 Offshore LP beneficially owns directly and its general partner PEP 2000 Offshore Inc. may be deemed to beneficially own indirectly 141,944 shares of Common Stock. PEP Direct beneficially owns directly and its general partner PEP Direct LLC may be deemed to beneficially own indirectly 157,364 shares of Common Stock.

SEC source: 0000769993-08-001055 · bkc420081120gsg_ex.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

Bridge Street Special Opportunities Fund 2000, L.P. · CIK 0001363000 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

GS Private Equity Partners 2000, L.P. · CIK 0001363112 · 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: 13,934,547

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Capital Partners 2000, L.P. ("GSCP 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP 2000 Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany 2000"), GS Capital Partners 2000 Employee Fund, L.P. ("GSCP Employee 2000"), Bridge Street Special Opportunities Fund 2000, L.P. (" Bridge SO 2000"), Stone Street Fund 2000, L.P. ("Stone 2000"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000"), GS Private Equity Partners 2000, L.P. ("PEP 2000 LP"), GS Private Equity Partners 2000 Offshore Holdings, L.P. ("PEP 2000 Offshore LP"), GS Private Equity Partners 2000-Direct Investment Fund, L.P. ("PEP Direct" and, together with GSCP 2000, (continue in next footnote)

F2 · ownership.nature: GSCP 2000 Offshore, GSCP Germany 2000, GSCP Employee 2000, Bridge SO 2000, Stone 2000, GS Direct 2000, PEP 2000 LP, PEP 2000 Offshore LP, the "Limited Partnerships"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), Goldman, Sachs Management GP GmbH ("GS GmbH"), Bridge Street Special Opportunities Fund 2000, L.L.C. ("Bridge SO 2000 LLC"), Stone Street 2000, L.L.C. ("Stone 2000 GP"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000 LLC"), GS PEP 2000 Advisors, L.L.C. ("PEP 2000 LLC"), GS PEP 2000 Offshore Holdings Advisors, Inc. ("PEP 2000 Offshore Inc."), GS PEP 2000 Direct Investment Advisors, L.L.C. ("PEP Direct LLC", and together with the Limited Partnerships, GS Group, Goldman Sachs, GS Advisors 2000, GS GmbH, Stone 2000 GP, GS Employee 2000 LLC, PEP 2000 LLC, PEP 2000 Offshore Inc., the "Reporting Persons").

F3 · ownership.nature: Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F4 · ownership.nature: The 7,862 shares of common stock, par value $0.01 per share (the "Common Stock") of Burger King Holdings, Inc. (the "Company") were granted to Sanjeev K. Mehra, a managing director of Goldman Sachs, in his capacity as a director of the Company pursuant to certain deferred stock awards under the 2006 Omnibus Incentive Plan (the "2006 Plan"). Of the shares granted, 3,253 are fully vested as of the grant date. The remainer of the deferred shares granted vest 25% on the first day of each calendar quarter following the grant date, which was November 20, 2008.

F5 · ownership.nature: GS Group may be deemed to beneficially own 24,222 shares of Common Stock pursuant to the 2006 Plan, consisting of 15,898 deferred shares granted to Sanjeev K. Mehra, a managing director of Goldman Sachs and a director of the Company and 8,324 deferred shares granted to Adrian M. Jones, a managing director of Goldman Sachs and a former director of the Company who, at the time of the grants, was a director of the Company. Each of Sanjeev K. Mehra and Adrian M. Jones each has an understanding with GS Group pursuant to which such deferred shares are held for the benefit of GS Group. The deferred shares settle upon termination of board service. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F6 · ownership.nature: Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 10,100 shares of Common Stock. Goldman Sachs and GS Group may each be deemed to beneficially own indirectly, in the aggregate, 13,900,225 shares of Common Stock through certain investment partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member (the "Limited Partnerships"). Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Limited Partnerships. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F7 · ownership.nature: GSCP 2000 beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 7,262,660 shares of Common Stock. GSCP 2000 Offshore beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 2,638,973 shares of Common Stock. GSCP Germany 2000 beneficially owns directly and its general partner GS GmbH may be deemed to beneficially own indirectly 303,562 shares of Common Stock.

F8 · ownership.nature: GSCP Employee 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 2,306,145 shares of Common Stock. Bridge SO 2000 beneficially owns directly and its general partner Bridge SO 2000 LLC may be deemed to beneficially own indirectly 106,837 shares of Common Stock. Stone 2000 beneficially owns directly and its general partner Stone 2000 GP may be deemed to beneficially own indirectly 213,675 shares of Common Stock.

F9 · ownership.nature: GS Direct 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 356,124 shares of Common Stock. PEP 2000 LP beneficially owns directly and its general partner PEP 2000 LLC may be deemed to beneficially own indirectly 412,941 shares of Common Stock. PEP 2000 Offshore LP beneficially owns directly and its general partner PEP 2000 Offshore Inc. may be deemed to beneficially own indirectly 141,944 shares of Common Stock. PEP Direct beneficially owns directly and its general partner PEP Direct LLC may be deemed to beneficially own indirectly 157,364 shares of Common Stock.

SEC source: 0000769993-08-000730 · bkc420080630gsg_ex.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

Bridge Street Special Opportunities Fund 2000, L.P. · CIK 0001363000 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

GS Private Equity Partners 2000, L.P. · CIK 0001363112 · 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: 13,926,685

F2 · shares: See Exhibit 99.1 for text of footnote 2.

F1 · ownership.nature: See Exhibit 99.1 for text of footnote 1.

F3 · ownership.nature: See Exhibit 99.1 for text of footnote 3.

SEC source: 0000769993-08-000685 · bkc420080507gsg_ex.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

Bridge Street Special Opportunities Fund 2000, L.P. · CIK 0001363000 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

GS Private Equity Partners 2000, L.P. · CIK 0001363112 · 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: 13,928,319

F2 · shares: See Exhibit 99.1 for text of footnote 2.

F1 · ownership.nature: See Exhibit 99.1 for text of footnote 1.

F3 · ownership.nature: See Exhibit 99.1 for text of footnote 3.

SEC source: 0000769993-07-001112 · bkc420071210gsg_ex.xml · nonDerivative · entry 1

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

Bridge Street Special Opportunities Fund 2000, L.P. · CIK 0001363000 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

GS Private Equity Partners 2000, L.P. · CIK 0001363112 · 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: 18,678,319

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Capital Partners 2000, L.P. ("GSCP 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP 2000 Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany 2000"), GS Capital Partners 2000 Employee Fund, L.P. ("GSCP Employee 2000"), Bridge Street Special Opportunities Fund 2000, L.P. (" Bridge SO 2000"), Stone Street Fund 2000, L.P. ("Stone 2000"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000"), GS Private Equity Partners 2000, L.P. ("PEP 2000 LP"), GS Private Equity Partners 2000 Offshore Holdings, L.P. ("PEP 2000 Offshore LP"), GS Private Equity Partners 2000-Direct Investment Fund, L.P. ("PEP Direct" and, together with GSCP 2000, (continue in next footnote)

F2 · ownership.nature: GSCP 2000 Offshore, GSCP Germany 2000, GSCP Employee 2000, Bridge SO 2000, Stone 2000, GS Direct 2000, PEP 2000 LP, PEP 2000 Offshore LP, the "Limited Partnerships"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), Goldman, Sachs Management GP GmbH ("GS GmbH"), Bridge Street Special Opportunities Fund 2000, L.L.C. ("Bridge SO 2000 LLC"), Stone Street 2000, L.L.C. ("Stone 2000 GP"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000 LLC"), GS PEP 2000 Advisors, L.L.C. ("PEP 2000 LLC"), GS PEP 2000 Offshore Holdings Advisors, Inc. ("PEP 2000 Offshore Inc."), GS PEP 2000 Direct Investment Advisors, L.L.C. ("PEP Direct LLC", and together with the Limited Partnerships, GS Group, Goldman Sachs, GS Advisors 2000, GS GmbH, Stone 2000 GP, GS Employee 2000 LLC, PEP 2000 LLC, PEP 2000 Offshore Inc., the "Reporting Persons").

F3 · ownership.nature: Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F4 · ownership.nature: The securities reported herein as indirectly purchased were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to Burger King Holdings, Inc. (the "Company"). The Reporting Persons, other than GS Group, disclaim beneficial ownership of the securities owned by Goldman Sachs. Goldman Sachs is a wholly-owned subsidiary of GS Group.

F5 · ownership.nature: Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 10,100 shares of the Company's common stock, par value $0.01 per share ("Common Stock"). Goldman Sachs and GS Group may each be deemed to beneficially own indirectly, in the aggregate, 18,650,225 shares of Common Stock through the Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member. Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Limited Partnerships. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F6 · ownership.nature: GS Group may be deemed to beneficially own 17,994 shares of the Company's Common Stock pursuant to the 2006 Omnibus Incentive Plan, consisting of 8,036 deferred shares granted to Sanjeev K. Mehra and 9,958 deferred shares granted to Adrian M. Jones. Each of Sanjeev K. Mehra and Adrian M. Jones has an understanding with GS Group pursuant to which he holds such deferred shares for the benefit of GS Group. The deferred shares will be settled upon termination of board service. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F7 · ownership.nature: GSCP 2000 beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 9,744,463 shares of Common Stock. GSCP 2000 Offshore beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 3,540,766 shares of Common Stock. GSCP Germany 2000 beneficially owns directly and its general partner GS GmbH may be deemed to beneficially own indirectly 407,296 shares of Common Stock.

F8 · ownership.nature: GSCP Employee 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 3,094,204 shares of Common Stock. Bridge SO 2000 beneficially owns directly and its general partner Bridge SO 2000 LLC may be deemed to beneficially own indirectly 143,346 shares of Common Stock. Stone 2000 beneficially owns directly and its general partner Stone 2000 GP may be deemed to beneficially own indirectly 286,692 shares of Common Stock.

F9 · ownership.nature: GS Direct 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 477,819 shares of Common Stock. PEP 2000 LP beneficially owns directly and its general partner PEP 2000 LLC may be deemed to beneficially own indirectly 554,052 shares of Common Stock. PEP 2000 Offshore LP beneficially owns directly and its general partner PEP 2000 Offshore Inc. may be deemed to beneficially own indirectly 190,449 shares of Common Stock. PEP Direct beneficially owns directly and its general partner PEP Direct LLC may be deemed to beneficially own indirectly 211,138 shares of Common Stock.

SEC source: 0000769993-07-001073 · bkc420071129gsg_ex.xml · nonDerivative · entry 1

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

Bridge Street Special Opportunities Fund 2000, L.P. · CIK 0001363000 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

GS Private Equity Partners 2000, L.P. · CIK 0001363112 · 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: 18,678,219

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Capital Partners 2000, L.P. ("GSCP 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP 2000 Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany 2000"), GS Capital Partners 2000 Employee Fund, L.P. ("GSCP Employee 2000"), Bridge Street Special Opportunities Fund 2000, L.P. (" Bridge SO 2000"), Stone Street Fund 2000, L.P. ("Stone 2000"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000"), GS Private Equity Partners 2000, L.P. ("PEP 2000 LP"), GS Private Equity Partners 2000 Offshore Holdings, L.P. ("PEP 2000 Offshore LP"), GS Private Equity Partners 2000-Direct Investment Fund, L.P. ("PEP Direct" and, together with GSCP 2000, (continue in next footnote)

F2 · ownership.nature: GSCP 2000 Offshore, GSCP Germany 2000, GSCP Employee 2000, Bridge SO 2000, Stone 2000, GS Direct 2000, PEP 2000 LP, PEP 2000 Offshore LP, the "Limited Partnerships"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), Goldman, Sachs Management GP GmbH ("GS GmbH"), Bridge Street Special Opportunities Fund 2000, L.L.C. ("Bridge SO 2000 LLC"), Stone Street 2000, L.L.C. ("Stone 2000 GP"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000 LLC"), GS PEP 2000 Advisors, L.L.C. ("PEP 2000 LLC"), GS PEP 2000 Offshore Holdings Advisors, Inc. ("PEP 2000 Offshore Inc."), GS PEP 2000 Direct Investment Advisors, L.L.C. ("PEP Direct LLC", and together with the Limited Partnerships, GS Group, Goldman Sachs, GS Advisors 2000, GS GmbH, Stone 2000 GP, GS Employee 2000 LLC, PEP 2000 LLC, PEP 2000 Offshore Inc., the "Reporting Persons").

F3 · ownership.nature: Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F4 · ownership.nature: The 8,456 shares of common stock, par value $0.01 per share (the "Common Stock") of Burger King Holdings, Inc. (the "Company") were granted pursuant to certain deferred stock awards under the 2006 Omnibus Incentive Plan (the "2006 Plan"), consisting of 3,267 deferred shares granted to Sanjeev K. Mehra and 5,189 deferred shares granted to Adrian M. Jones, each a managing director of Goldman Sachs, in their capacity as directors of the Company. Each grant of 3,267 deferred shares granted to Adrian M. Jones and Sanjeev K. Mehra vests 25% on the first day of each calendar quarter following the grant date, which was November 29, 2007.

F5 · ownership.nature: GS Group may be deemed to beneficially own 17,994 shares of Common Stock pursuant to the 2006 Plan, consisting of 8,036 deferred shares granted to Sanjeev K. Mehra and 9,958 deferred shares granted to Adrian M. Jones. Each of Sanjeev K. Mehra and Adrian M. Jones has an understanding with GS Group pursuant to which he holds such deferred shares for the benefit of GS Group. The deferred shares will be settled upon termination of board service.

F6 · ownership.nature: Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 10,000 shares of Common Stock. Goldman Sachs and GS Group may each be deemed to beneficially own indirectly, in the aggregate, 18,650,225 shares of Common Stock through certain investment partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member (the "Limited Partnerships"). Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Limited Partnerships. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F7 · ownership.nature: GSCP 2000 beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 9,744,463 shares of Common Stock. GSCP 2000 Offshore beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 3,540,766 shares of Common Stock. GSCP Germany 2000 beneficially owns directly and its general partner GS GmbH may be deemed to beneficially own indirectly 407,296 shares of Common Stock.

F8 · ownership.nature: GSCP Employee 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 3,094,204 shares of Common Stock. Bridge SO 2000 beneficially owns directly and its general partner Bridge SO 2000 LLC may be deemed to beneficially own indirectly 143,346 shares of Common Stock. Stone 2000 beneficially owns directly and its general partner Stone 2000 GP may be deemed to beneficially own indirectly 286,692 shares of Common Stock.

F9 · ownership.nature: GS Direct 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 477,819 shares of Common Stock. PEP 2000 LP beneficially owns directly and its general partner PEP 2000 LLC may be deemed to beneficially own indirectly 554,052 shares of Common Stock. PEP 2000 Offshore LP beneficially owns directly and its general partner PEP 2000 Offshore Inc. may be deemed to beneficially own indirectly 190,449 shares of Common Stock. PEP Direct beneficially owns directly and its general partner PEP Direct LLC may be deemed to beneficially own indirectly 211,138 shares of Common Stock.

SEC source: 0000769993-07-001065 · bkc420071119gsg_ex.xml · nonDerivative · entry 2

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

Bridge Street Special Opportunities Fund 2000, L.P. · CIK 0001363000 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

GS Private Equity Partners 2000, L.P. · CIK 0001363112 · 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: 18,669,763

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Capital Partners 2000, L.P. ("GSCP 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP 2000 Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany 2000"), GS Capital Partners 2000 Employee Fund, L.P. ("GSCP Employee 2000"), Bridge Street Special Opportunities Fund 2000, L.P. (" Bridge SO 2000"), Stone Street Fund 2000, L.P. ("Stone 2000"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000"), GS Private Equity Partners 2000, L.P. ("PEP 2000 LP"), GS Private Equity Partners 2000 Offshore Holdings, L.P. ("PEP 2000 Offshore LP"), GS Private Equity Partners 2000-Direct Investment Fund, L.P. ("PEP Direct" and, together with GSCP 2000, (continue in next footnote)

F2 · ownership.nature: GSCP 2000 Offshore, GSCP Germany 2000, GSCP Employee 2000, Bridge SO 2000, Stone 2000, GS Direct 2000, PEP 2000 LP, PEP 2000 Offshore LP, the "Limited Partnerships"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), Goldman, Sachs Management GP GmbH ("GS GmbH"), Bridge Street Special Opportunities Fund 2000, L.L.C. ("Bridge SO 2000 LLC"), Stone Street 2000, L.L.C. ("Stone 2000 GP"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000 LLC"), GS PEP 2000 Advisors, L.L.C. ("PEP 2000 LLC"), GS PEP 2000 Offshore Holdings Advisors, Inc. ("PEP 2000 Offshore Inc."), GS PEP 2000 Direct Investment Advisors, L.L.C. ("PEP Direct LLC", and together with the Limited Partnerships, GS Group, Goldman Sachs, GS Advisors 2000, GS GmbH, Stone 2000 GP, GS Employee 2000 LLC, PEP 2000 LLC, PEP 2000 Offshore Inc., the "Reporting Persons").

F3 · ownership.nature: Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F4 · ownership.nature: Pursuant to an underwriting agreement, dated November 13, 2007 (the "Underwriting Agreement"), and in connection with the registered public offering of common stock, par value $0.01 per share (the "Common Stock") of Burger King Holdings, Inc. (the "Company"), pursuant to the final prospectus filed by the Company on November 15, 2007, which offering was consummated on November 19, 2007 (the "Secondary Offering"), GSCP 2000 sold 3,009,514 shares of Common Stock; GSCP 2000 Offshore sold 1,093,543 shares of Common Stock; GSCP Germany 2000 sold 125,791 shares of Common Stock; GSCP Employee 2000 sold 955,625 shares of Common Stock; Bridge SO 2000 sold 44,271 shares of Common Stock; Stone 2000 sold 88,543 shares of Common Stock; GS Direct 2000 sold 147,571 shares of Common Stock; PEP 2000 LP sold 171,115 shares of Common Stock; PEP 2000 Offshore LP sold 58,819 shares of Common Stock; and PEP Direct sold 65,208 shares of Common Stock.

F5 · ownership.nature: Pursuant to the Underwriting Agreement, and in connection with the Secondary Offering, the underwriters, party to the Underwriting Agreement (the "Underwriters") elected to exercise an option (the "Over-Allotment Option") to purchase an additional amount of shares of the Company's Common Stock from the selling stockholders, which included the Limited Partnerships. Goldman Sachs was one of the several Underwriters under the Underwriting Agreement.

F6 · ownership.nature: On November 21, 2007, the sale of shares of Company's Common Stock by the selling stockholders to the Underwriters pursuant to the exercise by the Underwriters of the Over-Allotment Option was consummated and in connection with such sale GSCP 2000 sold 451,427 shares of Common Stock; GSCP 2000 Offshore sold 164,031 shares of Common Stock; GSCP Germany 2000 sold 18,869 shares of Common Stock; GSCP Employee 2000 sold 143,344 shares of Common Stock; Bridge SO 2000 sold 6,641 shares of Common Stock; Stone 2000 sold 13,281 shares of Common Stock; GS Direct 2000 sold 22,136 shares of Common Stock; PEP 2000 LP sold 25,667 shares of Common Stock; PEP 2000 Offshore LP sold 8,823 shares of Common Stock; and PEP Direct sold 9,781 shares of Common Stock.

F7 · ownership.nature: Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 10,000 shares of Common Stock. As of November 21, 2007, as a result of the Secondary Offering and the exercise of the Over-Allotment Option, Goldman Sachs and GS Group may each be deemed to beneficially own indirectly, in the aggregate, 18,650,225 shares of Common Stock through the Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member. Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Limited Partnerships. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F8 · ownership.nature: GS Group may be deemed to beneficially own 9,538 shares of Common Stock pursuant to the 2006 Omnibus Incentive Plan (the "2006 Plan"), consisting of 4,769 deferred shares granted to each of Sanjeev K. Mehra and Adrian M. Jones, each a managing director of Goldman Sachs, in their capacity as directors of the Company. Each of Sanjeev K. Mehra and Adrian M. Jones has an understanding with GS Group pursuant to which he holds such deferred shares for the benefit of GS Group. Each grant of 4,769 deferred shares vests 25% on the first day of each calendar quarter following the grant date, which was November 29, 2006. The deferred shares will be settled upon termination of board service. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F9 · ownership.nature: As of November 21, 2007, as a result of the Secondary Offering and the exercise of the Over-Allotment Option, GSCP 2000 beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 9,744,463 shares of Common Stock. GSCP 2000 Offshore beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 3,540,766 shares of Common Stock. GSCP Germany 2000 beneficially owns directly and its general partner GS GmbH may be deemed to beneficially own indirectly 407,296 shares of Common Stock. (continue in next footnote)

F10 · ownership.nature: GSCP Employee 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 3,094,204 shares of Common Stock. Bridge SO 2000 beneficially owns directly and its general partner Bridge SO 2000 LLC may be deemed to beneficially own indirectly 143,346 shares of Common Stock. Stone 2000 beneficially owns directly and its general partner Stone 2000 GP may be deemed to beneficially own indirectly 286,692 shares of Common Stock. GS Direct 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 477,819 shares of Common Stock. (continue in next footnote)

F11 · ownership.nature: PEP 2000 LP beneficially owns directly and its general partner PEP 2000 LLC may be deemed to beneficially own indirectly 554,052 shares of Common Stock. PEP 2000 Offshore LP beneficially owns directly and its general partner PEP 2000 Offshore Inc. may be deemed to beneficially own indirectly 190,449 shares of Common Stock. PEP Direct beneficially owns directly and its general partner PEP Direct LLC may be deemed to beneficially own indirectly 211,138 shares of Common Stock.

SEC source: 0000769993-07-001065 · bkc420071119gsg_ex.xml · nonDerivative · entry 1

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

Bridge Street Special Opportunities Fund 2000, L.P. · CIK 0001363000 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

GS Private Equity Partners 2000, L.P. · CIK 0001363112 · 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: 19,533,763

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Capital Partners 2000, L.P. ("GSCP 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP 2000 Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany 2000"), GS Capital Partners 2000 Employee Fund, L.P. ("GSCP Employee 2000"), Bridge Street Special Opportunities Fund 2000, L.P. (" Bridge SO 2000"), Stone Street Fund 2000, L.P. ("Stone 2000"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000"), GS Private Equity Partners 2000, L.P. ("PEP 2000 LP"), GS Private Equity Partners 2000 Offshore Holdings, L.P. ("PEP 2000 Offshore LP"), GS Private Equity Partners 2000-Direct Investment Fund, L.P. ("PEP Direct" and, together with GSCP 2000, (continue in next footnote)

F2 · ownership.nature: GSCP 2000 Offshore, GSCP Germany 2000, GSCP Employee 2000, Bridge SO 2000, Stone 2000, GS Direct 2000, PEP 2000 LP, PEP 2000 Offshore LP, the "Limited Partnerships"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), Goldman, Sachs Management GP GmbH ("GS GmbH"), Bridge Street Special Opportunities Fund 2000, L.L.C. ("Bridge SO 2000 LLC"), Stone Street 2000, L.L.C. ("Stone 2000 GP"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000 LLC"), GS PEP 2000 Advisors, L.L.C. ("PEP 2000 LLC"), GS PEP 2000 Offshore Holdings Advisors, Inc. ("PEP 2000 Offshore Inc."), GS PEP 2000 Direct Investment Advisors, L.L.C. ("PEP Direct LLC", and together with the Limited Partnerships, GS Group, Goldman Sachs, GS Advisors 2000, GS GmbH, Stone 2000 GP, GS Employee 2000 LLC, PEP 2000 LLC, PEP 2000 Offshore Inc., the "Reporting Persons").

F3 · ownership.nature: Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F4 · ownership.nature: Pursuant to an underwriting agreement, dated November 13, 2007 (the "Underwriting Agreement"), and in connection with the registered public offering of common stock, par value $0.01 per share (the "Common Stock") of Burger King Holdings, Inc. (the "Company"), pursuant to the final prospectus filed by the Company on November 15, 2007, which offering was consummated on November 19, 2007 (the "Secondary Offering"), GSCP 2000 sold 3,009,514 shares of Common Stock; GSCP 2000 Offshore sold 1,093,543 shares of Common Stock; GSCP Germany 2000 sold 125,791 shares of Common Stock; GSCP Employee 2000 sold 955,625 shares of Common Stock; Bridge SO 2000 sold 44,271 shares of Common Stock; Stone 2000 sold 88,543 shares of Common Stock; GS Direct 2000 sold 147,571 shares of Common Stock; PEP 2000 LP sold 171,115 shares of Common Stock; PEP 2000 Offshore LP sold 58,819 shares of Common Stock; and PEP Direct sold 65,208 shares of Common Stock.

F5 · ownership.nature: Pursuant to the Underwriting Agreement, and in connection with the Secondary Offering, the underwriters, party to the Underwriting Agreement (the "Underwriters") elected to exercise an option (the "Over-Allotment Option") to purchase an additional amount of shares of the Company's Common Stock from the selling stockholders, which included the Limited Partnerships. Goldman Sachs was one of the several Underwriters under the Underwriting Agreement.

F6 · ownership.nature: On November 21, 2007, the sale of shares of Company's Common Stock by the selling stockholders to the Underwriters pursuant to the exercise by the Underwriters of the Over-Allotment Option was consummated and in connection with such sale GSCP 2000 sold 451,427 shares of Common Stock; GSCP 2000 Offshore sold 164,031 shares of Common Stock; GSCP Germany 2000 sold 18,869 shares of Common Stock; GSCP Employee 2000 sold 143,344 shares of Common Stock; Bridge SO 2000 sold 6,641 shares of Common Stock; Stone 2000 sold 13,281 shares of Common Stock; GS Direct 2000 sold 22,136 shares of Common Stock; PEP 2000 LP sold 25,667 shares of Common Stock; PEP 2000 Offshore LP sold 8,823 shares of Common Stock; and PEP Direct sold 9,781 shares of Common Stock.

F7 · ownership.nature: Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 10,000 shares of Common Stock. As of November 21, 2007, as a result of the Secondary Offering and the exercise of the Over-Allotment Option, Goldman Sachs and GS Group may each be deemed to beneficially own indirectly, in the aggregate, 18,650,225 shares of Common Stock through the Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member. Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Limited Partnerships. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F8 · ownership.nature: GS Group may be deemed to beneficially own 9,538 shares of Common Stock pursuant to the 2006 Omnibus Incentive Plan (the "2006 Plan"), consisting of 4,769 deferred shares granted to each of Sanjeev K. Mehra and Adrian M. Jones, each a managing director of Goldman Sachs, in their capacity as directors of the Company. Each of Sanjeev K. Mehra and Adrian M. Jones has an understanding with GS Group pursuant to which he holds such deferred shares for the benefit of GS Group. Each grant of 4,769 deferred shares vests 25% on the first day of each calendar quarter following the grant date, which was November 29, 2006. The deferred shares will be settled upon termination of board service. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F9 · ownership.nature: As of November 21, 2007, as a result of the Secondary Offering and the exercise of the Over-Allotment Option, GSCP 2000 beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 9,744,463 shares of Common Stock. GSCP 2000 Offshore beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 3,540,766 shares of Common Stock. GSCP Germany 2000 beneficially owns directly and its general partner GS GmbH may be deemed to beneficially own indirectly 407,296 shares of Common Stock. (continue in next footnote)

F10 · ownership.nature: GSCP Employee 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 3,094,204 shares of Common Stock. Bridge SO 2000 beneficially owns directly and its general partner Bridge SO 2000 LLC may be deemed to beneficially own indirectly 143,346 shares of Common Stock. Stone 2000 beneficially owns directly and its general partner Stone 2000 GP may be deemed to beneficially own indirectly 286,692 shares of Common Stock. GS Direct 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 477,819 shares of Common Stock. (continue in next footnote)

F11 · ownership.nature: PEP 2000 LP beneficially owns directly and its general partner PEP 2000 LLC may be deemed to beneficially own indirectly 554,052 shares of Common Stock. PEP 2000 Offshore LP beneficially owns directly and its general partner PEP 2000 Offshore Inc. may be deemed to beneficially own indirectly 190,449 shares of Common Stock. PEP Direct beneficially owns directly and its general partner PEP Direct LLC may be deemed to beneficially own indirectly 211,138 shares of Common Stock.

SEC source: 0000769993-07-000692 · bkc4070323gsg_ex.xml · nonDerivative · entry 1

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

Bridge Street Special Opportunities Fund 2000, L.P. · CIK 0001363000 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

GS Private Equity Partners 2000, L.P. · CIK 0001363112 · 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: 25,293,763

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Capital Partners 2000, L.P. ("GSCP 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP 2000 Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany 2000"), GS Capital Partners 2000 Employee Fund, L.P. ("GSCP Employee 2000"), Bridge Street Special Opportunities Fund 2000, L.P. (" Bridge SO 2000"), Stone Street Fund 2000, L.P. ("Stone 2000"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000"), GS Private Equity Partners 2000, L.P. ("PEP 2000 LP"), GS Private Equity Partners 2000 Offshore Holdings, L.P. ("PEP 2000 Offshore LP"), GS Private Equity Partners 2000-Direct Investment Fund, L.P. ("PEP Direct" and, together with GSCP 2000, (continue in next footnote)

F2 · ownership.nature: GSCP 2000 Offshore, GSCP Germany 2000, GSCP Employee 2000, Bridge SO 2000, Stone 2000, GS Direct 2000, PEP 2000 LP, PEP 2000 Offshore LP, the "Limited Partnerships"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), Goldman, Sachs Management GP GmbH ("GS GmbH"), Bridge Street Special Opportunities Fund 2000, L.L.C. ("Bridge SO 2000 LLC"), Stone Street 2000, L.L.C. ("Stone 2000 GP"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000 LLC"), GS PEP 2000 Advisors, L.L.C. ("PEP 2000 LLC"), GS PEP 2000 Offshore Holdings Advisors, Inc. ("PEP 2000 Offshore Inc."), GS PEP 2000 Direct Investment Advisors, L.L.C. ("PEP Direct LLC", and together with the Limited Partnerships, GS Group, Goldman Sachs, GS Advisors 2000, GS GmbH, Stone 2000 GP, GS Employee 2000 LLC, PEP 2000 LLC, PEP 2000 Offshore Inc., the "Reporting Persons").

F3 · ownership.nature: Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F4 · ownership.nature: Pursuant to an underwriting agreement, dated February 22, 2007 (the "Underwriting Agreement"), and in connection with the registered public offering of shares common stock, par value $0.01 per share (the "Common Stock") of Burger King Holdings, Inc. (the "Company"), pursuant to the final prospectus filed by the Company on February 22, 2007, which offering was consummated on February 27, 2007 the underwriters, party to the Underwriting Agreement (the "Underwriters") elected to exercise an option (the "Over-Allotment Option") to purchase an additional amount of shares of the Company's Common Stock from the selling stockholders, which included the Limited Partnerships. Goldman Sachs was one of the several Underwriters under the Underwriting Agreement.

F5 · ownership.nature: On March 23, 2007, the sale of shares of Company's Common Stock by the selling stockholders to the Underwriters pursuant to the exercise by the Underwriters of the Over-Allotment Option was consummated and in connection with such sale GSCP 2000 sold 160,641 shares of Common Stock; GSCP 2000 Offshore sold 58,371 shares of Common Stock; GSCP Germany 2000 sold 6,714 shares of Common Stock; GSCP Employee 2000 sold 51,009 shares of Common Stock; Stone 2000 sold 4,726 shares of Common Stock; Bridge SO 2000 sold 2,363 shares of Common Stock; GS Direct 2000 sold 7,877 shares of Common Stock; PEP 2000 LP sold 9,134 shares of Common Stock; PEP 2000 Offshore LP sold 3,140 shares of Common Stock; and PEP Direct sold 3,481 shares of Common Stock.

F6 · ownership.nature: Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 10,000 shares of Common Stock. Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 25,274,225 shares of Common Stock through the Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member. Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Limited Partnerships. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F7 · ownership.nature: GS Group may be deemed to beneficially own 9,538 shares of Common Stock pursuant to the 2006 Omnibus Incentive Plan (the "2006 Plan"), consisting of 4,769 deferred shares granted to each of Sanjeev K. Mehra and Adrian M. Jones, each a managing director of Goldman Sachs, in their capacity as directors of the Company. Each of Sanjeev K. Mehra and Adrian M. Jones has an understanding with GS Group pursuant to which he holds such deferred shares for the benefit of GS Group. Each grant of 4,769 deferred shares vests 25% on the first day of each calendar quarter following the grant date, which was November 29, 2006. The deferred shares will be settled upon termination of board service. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F8 · ownership.nature: GSCP 2000 beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 13,205,404 shares of Common Stock. GSCP 2000 Offshore beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 4,798,340 shares of Common Stock. GSCP Germany 2000 beneficially owns directly and its general partner GS GmbH may be deemed to beneficially own indirectly 551,956 shares of Common Stock. GSCP Employee 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 4,193,173 shares of Common Stock. Bridge SO 2000 beneficially owns directly and its general partner Bridge SO 2000 LLC may be deemed to beneficially own indirectly 194,258 shares of Common Stock.

F9 · ownership.nature: Stone 2000 beneficially owns directly and its general partner Stone 2000 GP may be deemed to beneficially own indirectly 388,516 shares of Common Stock. GS Direct 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 647,526 shares of Common Stock. PEP 2000 LP beneficially owns directly and its general partner PEP 2000 LLC may be deemed to beneficially own indirectly 750,834 shares of Common Stock. PEP 2000 Offshore LP beneficially owns directly and its general partner PEP 2000 Offshore Inc. may be deemed to beneficially own indirectly 258,091 shares of Common Stock. PEP Direct beneficially owns directly and its general partner PEP Direct LLC may be deemed to beneficially own indirectly 286,127 shares of Common Stock.

SEC source: 0000769993-07-000656 · bkc402272007gsg_ex.xml · nonDerivative · entry 1

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

Bridge Street Special Opportunities Fund 2000, LLC · CIK 0001362999 · 10% owner

Bridge Street Special Opportunities Fund 2000, L.P. · CIK 0001363000 · 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: 25,601,219

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Capital Partners 2000, L.P. ("GSCP 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP 2000 Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany 2000"), GS Capital Partners 2000 Employee Fund, L.P. ("GSCP Employee 2000"), Bridge Street Special Opportunities Fund 2000, L.P. (" Bridge SO 2000"), Stone Street Fund 2000, L.P. ("Stone 2000"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000"), GS Private Equity Partners 2000, L.P. ("PEP 2000 LP"), GS Private Equity Partners 2000 Offshore Holdings, L.P. ("PEP 2000 Offshore LP"), GS Private Equity Partners 2000-Direct Investment Fund, L.P. ("PEP Direct" and, together with GSCP 2000, (continue in next footnote)

F2 · ownership.nature: GSCP 2000 Offshore, GSCP Germany 2000, GSCP Employee 2000, Bridge SO 2000, Stone 2000, GS Direct 2000, PEP 2000 LP, PEP 2000 Offshore LP, the "Limited Partnerships"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), Goldman, Sachs Management GP GmbH ("GS GmbH"), Bridge Street Special Opportunities Fund 2000, L.L.C. ("Bridge SO 2000 LLC"), Stone Street 2000, L.L.C. ("Stone 2000 GP"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000 LLC"), GS PEP 2000 Advisors, L.L.C. ("PEP 2000 LLC"), GS PEP 2000 Offshore Holdings Advisors, Inc. ("PEP 2000 Offshore Inc."), GS PEP 2000 Direct Investment Advisors, L.L.C. ("PEP Direct LLC", and together with the Limited Partnerships, GS Group, Goldman Sachs, GS Advisors 2000, GS GmbH, Stone 2000 GP, GS Employee 2000 LLC, PEP 2000 LLC, PEP 2000 Offshore Inc., the "Reporting Persons").

F3 · ownership.nature: Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F4 · ownership.nature: Pursuant to an underwriting agreement, dated February 22, 2007 (the "Underwriting Agreement"), and in connection with the registered public offering of shares common stock, par value $0.01 per share (the "Common Stock") of Burger King Holdings, Inc. (the "Company"), pursuant to the final prospectus filed by the Company on February 22, 2007, which offering was consummated on February 27, 2007, GSCP 2000 sold 3,511,099 shares of Common Stock; GSCP 2000 Offshore sold 1,275,800 shares of Common Stock; GSCP Germany 2000 sold 146,756 shares of Common Stock; GSCP Employee 2000 sold 1,114,895 shares of Common Stock; Stone 2000 sold 103,300 shares of Common Stock; Bridge SO 2000 sold 51,650 shares of Common Stock; GS Direct 2000 sold 172,167 shares of Common Stock; PEP 2000 LP sold 199,634 shares of Common Stock; PEP 2000 Offshore LP sold 68,622 shares of Common Stock; and PEP Direct sold 76,077 shares of Common Stock.

F5 · ownership.nature: Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 10,000 shares of Common Stock. Goldman Sachs and GS Group may each be deemed to beneficially own indirectly, in the aggregate, 25,581,681 Common Stock through the Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Limited Partnerships.

F6 · ownership.nature: GS Group may be deemed to beneficially own 9,538 shares of Common Stock pursuant to the 2006 Omnibus Incentive Plan (the "2006 Plan"), consisting of 4,769 deferred shares granted to each of Sanjeev K. Mehra and Adrian M. Jones, each a managing director of Goldman Sachs, in their capacity as directors of the Company. Each of Sanjeev K. Mehra and Adrian M. Jones has an understanding with GS Group pursuant to which he holds such deferred shares for the benefit of GS Group. Each grant of 4,769 deferred shares vests 25% on the first day of each calendar quarter following the grant date, which was November 29, 2006. The deferred shares will be settled upon termination of board service. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F7 · ownership.nature: GSCP 2000 beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 13,366,045 shares of Common Stock. GSCP 2000 Offshore beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 4,856,711 shares of Common Stock. GSCP Germany 2000 beneficially owns directly and its general partner GS GmbH may be deemed to beneficially own indirectly 558,670 shares of Common Stock. GSCP Employee 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 4,244,182 shares of Common Stock. Bridge SO 2000 beneficially owns directly and its general partner Bridge SO 2000 LLC may be deemed to beneficially own indirectly 196,621 shares of Common Stock.

F8 · ownership.nature: Stone 2000 beneficially owns directly and its general partner Stone 2000 GP may be deemed to beneficially own indirectly 393,242 shares of Common Stock. GS Direct 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 655,403 shares of Common Stock. PEP 2000 LP beneficially owns directly and its general partner PEP 2000 LLC may be deemed to beneficially own indirectly 759,968 shares of Common Stock. PEP 2000 Offshore LP beneficially owns directly and its general partner PEP 2000 Offshore Inc. may be deemed to beneficially own indirectly 261,231 shares of Common Stock. PEP Direct beneficially owns directly and its general partner PEP Direct LLC may be deemed to beneficially own indirectly 289,608 shares of Common Stock.

SEC source: 0000769993-07-000647 · bkc402222007gsg_ex.xml · nonDerivative · entry 6

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

Bridge Street Special Opportunities Fund 2000, LLC · CIK 0001362999 · 10% owner

Bridge Street Special Opportunities Fund 2000, L.P. · CIK 0001363000 · 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: 32,321,219

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Capital Partners 2000, L.P. ("GSCP 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP 2000 Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany 2000"), GS Capital Partners 2000 Employee Fund, L.P. ("GSCP Employee 2000"), Bridge Street Special Opportunities Fund 2000, L.P. (" Bridge SO 2000"), Stone Street Fund 2000, L.P. ("Stone 2000"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000"), GS Private Equity Partners 2000, L.P. ("PEP 2000 LP"), GS Private Equity Partners 2000 Offshore Holdings, L.P. ("PEP 2000 Offshore LP"), GS Private Equity Partners 2000-Direct Investment Fund, L.P. ("PEP Direct" and, together with GSCP 2000, (continue in next footnote)

F2 · ownership.nature: GSCP 2000 Offshore, GSCP Germany 2000, GSCP Employee 2000, Bridge SO 2000, Stone 2000, GS Direct 2000, PEP 2000 LP, PEP 2000 Offshore LP, the "Limited Partnerships"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), Goldman, Sachs Management GP GmbH ("GS GmbH"), Bridge Street Special Opportunities Fund 2000, L.L.C. ("Bridge SO 2000 LLC"), Stone Street 2000, L.L.C. ("Stone 2000 GP"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000 LLC"), GS PEP 2000 Advisors, L.L.C. ("PEP 2000 LLC"), GS PEP 2000 Offshore Holdings Advisors, Inc. ("PEP 2000 Offshore Inc."), GS PEP 2000 Direct Investment Advisors, L.L.C. ("PEP Direct LLC", and together with the Limited Partnerships, GS Group, Goldman Sachs, GS Advisors 2000, GS GmbH, Stone 2000 GP, GS Employee 2000 LLC, PEP 2000 LLC, PEP 2000 Offshore Inc., the "Reporting Persons").

F3 · ownership.nature: Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F4 · ownership.nature: The shares of common stock, par value $0.01 per share (the "Common Stock") of Burger King Holdings, Inc. (the "Company") reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs or an affiliate will remit appropriate profits, if any, to the Company. The Reporting Persons disclaim beneficial ownership of the securities reported herein as indirectly purchased and sold except to the extent of their pecuniary interest therein, if any.

F5 · ownership.nature: Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 10,000 shares of Common Stock. Goldman Sachs and GS Group may each be deemed to beneficially own indirectly, in the aggregate, 32,301,681 Common Stock through the Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Limited Partnerships.

F6 · ownership.nature: GS Group may be deemed to beneficially own 9,538 shares of Common Stock pursuant to the 2006 Omnibus Incentive Plan (the "2006 Plan"), consisting of 4,769 deferred shares granted to each of Sanjeev K. Mehra and Adrian M. Jones, each a managing director of Goldman Sachs, in their capacity as directors of the Company. Each of Sanjeev K. Mehra and Adrian M. Jones has an understanding with GS Group pursuant to which he holds such deferred shares for the benefit of GS Group. Each grant of 4,769 deferred shares vests 25% on the first day of each calendar quarter following the grant date, which was November 29, 2006. The deferred shares will be settled upon termination of board service. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F7 · ownership.nature: GSCP 2000 beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 16,877,144 shares of Common Stock. GSCP 2000 Offshore beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 6,132,511 shares of Common Stock. GSCP Germany 2000 beneficially owns directly and its general partner GS GmbH may be deemed to beneficially own indirectly 705,426 shares of Common Stock. GSCP Employee 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 5,359,077 shares of Common Stock. Bridge SO 2000 beneficially owns directly and its general partner Bridge SO 2000 LLC may be deemed to beneficially own indirectly 248,271 shares of Common Stock.

F8 · ownership.nature: Stone 2000 beneficially owns directly and its general partner Stone 2000 GP may be deemed to beneficially own indirectly 496,542 shares of Common Stock. GS Direct 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 827,570 shares of Common Stock. PEP 2000 LP beneficially owns directly and its general partner PEP 2000 LLC may be deemed to beneficially own indirectly 959,602 shares of Common Stock. PEP 2000 Offshore LP beneficially owns directly and its general partner PEP 2000 Offshore Inc. may be deemed to beneficially own indirectly 329,853 shares of Common Stock. PEP Direct beneficially owns directly and its general partner PEP Direct LLC may be deemed to beneficially own indirectly 365,685 shares of Common Stock.

SEC source: 0000769993-07-000647 · bkc402222007gsg_ex.xml · nonDerivative · entry 5

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

Bridge Street Special Opportunities Fund 2000, LLC · CIK 0001362999 · 10% owner

Bridge Street Special Opportunities Fund 2000, L.P. · CIK 0001363000 · 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: 32,336,219

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Capital Partners 2000, L.P. ("GSCP 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP 2000 Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany 2000"), GS Capital Partners 2000 Employee Fund, L.P. ("GSCP Employee 2000"), Bridge Street Special Opportunities Fund 2000, L.P. (" Bridge SO 2000"), Stone Street Fund 2000, L.P. ("Stone 2000"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000"), GS Private Equity Partners 2000, L.P. ("PEP 2000 LP"), GS Private Equity Partners 2000 Offshore Holdings, L.P. ("PEP 2000 Offshore LP"), GS Private Equity Partners 2000-Direct Investment Fund, L.P. ("PEP Direct" and, together with GSCP 2000, (continue in next footnote)

F2 · ownership.nature: GSCP 2000 Offshore, GSCP Germany 2000, GSCP Employee 2000, Bridge SO 2000, Stone 2000, GS Direct 2000, PEP 2000 LP, PEP 2000 Offshore LP, the "Limited Partnerships"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), Goldman, Sachs Management GP GmbH ("GS GmbH"), Bridge Street Special Opportunities Fund 2000, L.L.C. ("Bridge SO 2000 LLC"), Stone Street 2000, L.L.C. ("Stone 2000 GP"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000 LLC"), GS PEP 2000 Advisors, L.L.C. ("PEP 2000 LLC"), GS PEP 2000 Offshore Holdings Advisors, Inc. ("PEP 2000 Offshore Inc."), GS PEP 2000 Direct Investment Advisors, L.L.C. ("PEP Direct LLC", and together with the Limited Partnerships, GS Group, Goldman Sachs, GS Advisors 2000, GS GmbH, Stone 2000 GP, GS Employee 2000 LLC, PEP 2000 LLC, PEP 2000 Offshore Inc., the "Reporting Persons").

F3 · ownership.nature: Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F4 · ownership.nature: The shares of common stock, par value $0.01 per share (the "Common Stock") of Burger King Holdings, Inc. (the "Company") reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs or an affiliate will remit appropriate profits, if any, to the Company. The Reporting Persons disclaim beneficial ownership of the securities reported herein as indirectly purchased and sold except to the extent of their pecuniary interest therein, if any.

F5 · ownership.nature: Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 10,000 shares of Common Stock. Goldman Sachs and GS Group may each be deemed to beneficially own indirectly, in the aggregate, 32,301,681 Common Stock through the Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Limited Partnerships.

F6 · ownership.nature: GS Group may be deemed to beneficially own 9,538 shares of Common Stock pursuant to the 2006 Omnibus Incentive Plan (the "2006 Plan"), consisting of 4,769 deferred shares granted to each of Sanjeev K. Mehra and Adrian M. Jones, each a managing director of Goldman Sachs, in their capacity as directors of the Company. Each of Sanjeev K. Mehra and Adrian M. Jones has an understanding with GS Group pursuant to which he holds such deferred shares for the benefit of GS Group. Each grant of 4,769 deferred shares vests 25% on the first day of each calendar quarter following the grant date, which was November 29, 2006. The deferred shares will be settled upon termination of board service. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F7 · ownership.nature: GSCP 2000 beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 16,877,144 shares of Common Stock. GSCP 2000 Offshore beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 6,132,511 shares of Common Stock. GSCP Germany 2000 beneficially owns directly and its general partner GS GmbH may be deemed to beneficially own indirectly 705,426 shares of Common Stock. GSCP Employee 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 5,359,077 shares of Common Stock. Bridge SO 2000 beneficially owns directly and its general partner Bridge SO 2000 LLC may be deemed to beneficially own indirectly 248,271 shares of Common Stock.

F8 · ownership.nature: Stone 2000 beneficially owns directly and its general partner Stone 2000 GP may be deemed to beneficially own indirectly 496,542 shares of Common Stock. GS Direct 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 827,570 shares of Common Stock. PEP 2000 LP beneficially owns directly and its general partner PEP 2000 LLC may be deemed to beneficially own indirectly 959,602 shares of Common Stock. PEP 2000 Offshore LP beneficially owns directly and its general partner PEP 2000 Offshore Inc. may be deemed to beneficially own indirectly 329,853 shares of Common Stock. PEP Direct beneficially owns directly and its general partner PEP Direct LLC may be deemed to beneficially own indirectly 365,685 shares of Common Stock.

SEC source: 0000769993-07-000647 · bkc402222007gsg_ex.xml · nonDerivative · entry 4

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

Bridge Street Special Opportunities Fund 2000, LLC · CIK 0001362999 · 10% owner

Bridge Street Special Opportunities Fund 2000, L.P. · CIK 0001363000 · 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: 32,334,919

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Capital Partners 2000, L.P. ("GSCP 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP 2000 Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany 2000"), GS Capital Partners 2000 Employee Fund, L.P. ("GSCP Employee 2000"), Bridge Street Special Opportunities Fund 2000, L.P. (" Bridge SO 2000"), Stone Street Fund 2000, L.P. ("Stone 2000"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000"), GS Private Equity Partners 2000, L.P. ("PEP 2000 LP"), GS Private Equity Partners 2000 Offshore Holdings, L.P. ("PEP 2000 Offshore LP"), GS Private Equity Partners 2000-Direct Investment Fund, L.P. ("PEP Direct" and, together with GSCP 2000, (continue in next footnote)

F2 · ownership.nature: GSCP 2000 Offshore, GSCP Germany 2000, GSCP Employee 2000, Bridge SO 2000, Stone 2000, GS Direct 2000, PEP 2000 LP, PEP 2000 Offshore LP, the "Limited Partnerships"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), Goldman, Sachs Management GP GmbH ("GS GmbH"), Bridge Street Special Opportunities Fund 2000, L.L.C. ("Bridge SO 2000 LLC"), Stone Street 2000, L.L.C. ("Stone 2000 GP"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000 LLC"), GS PEP 2000 Advisors, L.L.C. ("PEP 2000 LLC"), GS PEP 2000 Offshore Holdings Advisors, Inc. ("PEP 2000 Offshore Inc."), GS PEP 2000 Direct Investment Advisors, L.L.C. ("PEP Direct LLC", and together with the Limited Partnerships, GS Group, Goldman Sachs, GS Advisors 2000, GS GmbH, Stone 2000 GP, GS Employee 2000 LLC, PEP 2000 LLC, PEP 2000 Offshore Inc., the "Reporting Persons").

F3 · ownership.nature: Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F4 · ownership.nature: The shares of common stock, par value $0.01 per share (the "Common Stock") of Burger King Holdings, Inc. (the "Company") reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs or an affiliate will remit appropriate profits, if any, to the Company. The Reporting Persons disclaim beneficial ownership of the securities reported herein as indirectly purchased and sold except to the extent of their pecuniary interest therein, if any.

F5 · ownership.nature: Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 10,000 shares of Common Stock. Goldman Sachs and GS Group may each be deemed to beneficially own indirectly, in the aggregate, 32,301,681 Common Stock through the Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Limited Partnerships.

F6 · ownership.nature: GS Group may be deemed to beneficially own 9,538 shares of Common Stock pursuant to the 2006 Omnibus Incentive Plan (the "2006 Plan"), consisting of 4,769 deferred shares granted to each of Sanjeev K. Mehra and Adrian M. Jones, each a managing director of Goldman Sachs, in their capacity as directors of the Company. Each of Sanjeev K. Mehra and Adrian M. Jones has an understanding with GS Group pursuant to which he holds such deferred shares for the benefit of GS Group. Each grant of 4,769 deferred shares vests 25% on the first day of each calendar quarter following the grant date, which was November 29, 2006. The deferred shares will be settled upon termination of board service. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F7 · ownership.nature: GSCP 2000 beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 16,877,144 shares of Common Stock. GSCP 2000 Offshore beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 6,132,511 shares of Common Stock. GSCP Germany 2000 beneficially owns directly and its general partner GS GmbH may be deemed to beneficially own indirectly 705,426 shares of Common Stock. GSCP Employee 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 5,359,077 shares of Common Stock. Bridge SO 2000 beneficially owns directly and its general partner Bridge SO 2000 LLC may be deemed to beneficially own indirectly 248,271 shares of Common Stock.

F8 · ownership.nature: Stone 2000 beneficially owns directly and its general partner Stone 2000 GP may be deemed to beneficially own indirectly 496,542 shares of Common Stock. GS Direct 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 827,570 shares of Common Stock. PEP 2000 LP beneficially owns directly and its general partner PEP 2000 LLC may be deemed to beneficially own indirectly 959,602 shares of Common Stock. PEP 2000 Offshore LP beneficially owns directly and its general partner PEP 2000 Offshore Inc. may be deemed to beneficially own indirectly 329,853 shares of Common Stock. PEP Direct beneficially owns directly and its general partner PEP Direct LLC may be deemed to beneficially own indirectly 365,685 shares of Common Stock.

SEC source: 0000769993-07-000647 · bkc402222007gsg_ex.xml · nonDerivative · entry 3

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

Bridge Street Special Opportunities Fund 2000, LLC · CIK 0001362999 · 10% owner

Bridge Street Special Opportunities Fund 2000, L.P. · CIK 0001363000 · 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: 32,333,619

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Capital Partners 2000, L.P. ("GSCP 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP 2000 Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany 2000"), GS Capital Partners 2000 Employee Fund, L.P. ("GSCP Employee 2000"), Bridge Street Special Opportunities Fund 2000, L.P. (" Bridge SO 2000"), Stone Street Fund 2000, L.P. ("Stone 2000"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000"), GS Private Equity Partners 2000, L.P. ("PEP 2000 LP"), GS Private Equity Partners 2000 Offshore Holdings, L.P. ("PEP 2000 Offshore LP"), GS Private Equity Partners 2000-Direct Investment Fund, L.P. ("PEP Direct" and, together with GSCP 2000, (continue in next footnote)

F2 · ownership.nature: GSCP 2000 Offshore, GSCP Germany 2000, GSCP Employee 2000, Bridge SO 2000, Stone 2000, GS Direct 2000, PEP 2000 LP, PEP 2000 Offshore LP, the "Limited Partnerships"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), Goldman, Sachs Management GP GmbH ("GS GmbH"), Bridge Street Special Opportunities Fund 2000, L.L.C. ("Bridge SO 2000 LLC"), Stone Street 2000, L.L.C. ("Stone 2000 GP"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000 LLC"), GS PEP 2000 Advisors, L.L.C. ("PEP 2000 LLC"), GS PEP 2000 Offshore Holdings Advisors, Inc. ("PEP 2000 Offshore Inc."), GS PEP 2000 Direct Investment Advisors, L.L.C. ("PEP Direct LLC", and together with the Limited Partnerships, GS Group, Goldman Sachs, GS Advisors 2000, GS GmbH, Stone 2000 GP, GS Employee 2000 LLC, PEP 2000 LLC, PEP 2000 Offshore Inc., the "Reporting Persons").

F3 · ownership.nature: Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F4 · ownership.nature: The shares of common stock, par value $0.01 per share (the "Common Stock") of Burger King Holdings, Inc. (the "Company") reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs or an affiliate will remit appropriate profits, if any, to the Company. The Reporting Persons disclaim beneficial ownership of the securities reported herein as indirectly purchased and sold except to the extent of their pecuniary interest therein, if any.

F5 · ownership.nature: Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 10,000 shares of Common Stock. Goldman Sachs and GS Group may each be deemed to beneficially own indirectly, in the aggregate, 32,301,681 Common Stock through the Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Limited Partnerships.

F6 · ownership.nature: GS Group may be deemed to beneficially own 9,538 shares of Common Stock pursuant to the 2006 Omnibus Incentive Plan (the "2006 Plan"), consisting of 4,769 deferred shares granted to each of Sanjeev K. Mehra and Adrian M. Jones, each a managing director of Goldman Sachs, in their capacity as directors of the Company. Each of Sanjeev K. Mehra and Adrian M. Jones has an understanding with GS Group pursuant to which he holds such deferred shares for the benefit of GS Group. Each grant of 4,769 deferred shares vests 25% on the first day of each calendar quarter following the grant date, which was November 29, 2006. The deferred shares will be settled upon termination of board service. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F7 · ownership.nature: GSCP 2000 beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 16,877,144 shares of Common Stock. GSCP 2000 Offshore beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 6,132,511 shares of Common Stock. GSCP Germany 2000 beneficially owns directly and its general partner GS GmbH may be deemed to beneficially own indirectly 705,426 shares of Common Stock. GSCP Employee 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 5,359,077 shares of Common Stock. Bridge SO 2000 beneficially owns directly and its general partner Bridge SO 2000 LLC may be deemed to beneficially own indirectly 248,271 shares of Common Stock.

F8 · ownership.nature: Stone 2000 beneficially owns directly and its general partner Stone 2000 GP may be deemed to beneficially own indirectly 496,542 shares of Common Stock. GS Direct 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 827,570 shares of Common Stock. PEP 2000 LP beneficially owns directly and its general partner PEP 2000 LLC may be deemed to beneficially own indirectly 959,602 shares of Common Stock. PEP 2000 Offshore LP beneficially owns directly and its general partner PEP 2000 Offshore Inc. may be deemed to beneficially own indirectly 329,853 shares of Common Stock. PEP Direct beneficially owns directly and its general partner PEP Direct LLC may be deemed to beneficially own indirectly 365,685 shares of Common Stock.

SEC source: 0000769993-07-000647 · bkc402222007gsg_ex.xml · nonDerivative · entry 2

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

Bridge Street Special Opportunities Fund 2000, LLC · CIK 0001362999 · 10% owner

Bridge Street Special Opportunities Fund 2000, L.P. · CIK 0001363000 · 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: 32,329,019

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Capital Partners 2000, L.P. ("GSCP 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP 2000 Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany 2000"), GS Capital Partners 2000 Employee Fund, L.P. ("GSCP Employee 2000"), Bridge Street Special Opportunities Fund 2000, L.P. (" Bridge SO 2000"), Stone Street Fund 2000, L.P. ("Stone 2000"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000"), GS Private Equity Partners 2000, L.P. ("PEP 2000 LP"), GS Private Equity Partners 2000 Offshore Holdings, L.P. ("PEP 2000 Offshore LP"), GS Private Equity Partners 2000-Direct Investment Fund, L.P. ("PEP Direct" and, together with GSCP 2000, (continue in next footnote)

F2 · ownership.nature: GSCP 2000 Offshore, GSCP Germany 2000, GSCP Employee 2000, Bridge SO 2000, Stone 2000, GS Direct 2000, PEP 2000 LP, PEP 2000 Offshore LP, the "Limited Partnerships"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), Goldman, Sachs Management GP GmbH ("GS GmbH"), Bridge Street Special Opportunities Fund 2000, L.L.C. ("Bridge SO 2000 LLC"), Stone Street 2000, L.L.C. ("Stone 2000 GP"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000 LLC"), GS PEP 2000 Advisors, L.L.C. ("PEP 2000 LLC"), GS PEP 2000 Offshore Holdings Advisors, Inc. ("PEP 2000 Offshore Inc."), GS PEP 2000 Direct Investment Advisors, L.L.C. ("PEP Direct LLC", and together with the Limited Partnerships, GS Group, Goldman Sachs, GS Advisors 2000, GS GmbH, Stone 2000 GP, GS Employee 2000 LLC, PEP 2000 LLC, PEP 2000 Offshore Inc., the "Reporting Persons").

F3 · ownership.nature: Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F4 · ownership.nature: The shares of common stock, par value $0.01 per share (the "Common Stock") of Burger King Holdings, Inc. (the "Company") reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs or an affiliate will remit appropriate profits, if any, to the Company. The Reporting Persons disclaim beneficial ownership of the securities reported herein as indirectly purchased and sold except to the extent of their pecuniary interest therein, if any.

F5 · ownership.nature: Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 10,000 shares of Common Stock. Goldman Sachs and GS Group may each be deemed to beneficially own indirectly, in the aggregate, 32,301,681 Common Stock through the Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Limited Partnerships.

F6 · ownership.nature: GS Group may be deemed to beneficially own 9,538 shares of Common Stock pursuant to the 2006 Omnibus Incentive Plan (the "2006 Plan"), consisting of 4,769 deferred shares granted to each of Sanjeev K. Mehra and Adrian M. Jones, each a managing director of Goldman Sachs, in their capacity as directors of the Company. Each of Sanjeev K. Mehra and Adrian M. Jones has an understanding with GS Group pursuant to which he holds such deferred shares for the benefit of GS Group. Each grant of 4,769 deferred shares vests 25% on the first day of each calendar quarter following the grant date, which was November 29, 2006. The deferred shares will be settled upon termination of board service. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F7 · ownership.nature: GSCP 2000 beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 16,877,144 shares of Common Stock. GSCP 2000 Offshore beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 6,132,511 shares of Common Stock. GSCP Germany 2000 beneficially owns directly and its general partner GS GmbH may be deemed to beneficially own indirectly 705,426 shares of Common Stock. GSCP Employee 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 5,359,077 shares of Common Stock. Bridge SO 2000 beneficially owns directly and its general partner Bridge SO 2000 LLC may be deemed to beneficially own indirectly 248,271 shares of Common Stock.

F8 · ownership.nature: Stone 2000 beneficially owns directly and its general partner Stone 2000 GP may be deemed to beneficially own indirectly 496,542 shares of Common Stock. GS Direct 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 827,570 shares of Common Stock. PEP 2000 LP beneficially owns directly and its general partner PEP 2000 LLC may be deemed to beneficially own indirectly 959,602 shares of Common Stock. PEP 2000 Offshore LP beneficially owns directly and its general partner PEP 2000 Offshore Inc. may be deemed to beneficially own indirectly 329,853 shares of Common Stock. PEP Direct beneficially owns directly and its general partner PEP Direct LLC may be deemed to beneficially own indirectly 365,685 shares of Common Stock.

SEC source: 0000769993-07-000647 · bkc402222007gsg_ex.xml · nonDerivative · entry 1

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

Bridge Street Special Opportunities Fund 2000, LLC · CIK 0001362999 · 10% owner

Bridge Street Special Opportunities Fund 2000, L.P. · CIK 0001363000 · 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: 32,324,619

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Capital Partners 2000, L.P. ("GSCP 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP 2000 Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany 2000"), GS Capital Partners 2000 Employee Fund, L.P. ("GSCP Employee 2000"), Bridge Street Special Opportunities Fund 2000, L.P. (" Bridge SO 2000"), Stone Street Fund 2000, L.P. ("Stone 2000"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000"), GS Private Equity Partners 2000, L.P. ("PEP 2000 LP"), GS Private Equity Partners 2000 Offshore Holdings, L.P. ("PEP 2000 Offshore LP"), GS Private Equity Partners 2000-Direct Investment Fund, L.P. ("PEP Direct" and, together with GSCP 2000, (continue in next footnote)

F2 · ownership.nature: GSCP 2000 Offshore, GSCP Germany 2000, GSCP Employee 2000, Bridge SO 2000, Stone 2000, GS Direct 2000, PEP 2000 LP, PEP 2000 Offshore LP, the "Limited Partnerships"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), Goldman, Sachs Management GP GmbH ("GS GmbH"), Bridge Street Special Opportunities Fund 2000, L.L.C. ("Bridge SO 2000 LLC"), Stone Street 2000, L.L.C. ("Stone 2000 GP"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000 LLC"), GS PEP 2000 Advisors, L.L.C. ("PEP 2000 LLC"), GS PEP 2000 Offshore Holdings Advisors, Inc. ("PEP 2000 Offshore Inc."), GS PEP 2000 Direct Investment Advisors, L.L.C. ("PEP Direct LLC", and together with the Limited Partnerships, GS Group, Goldman Sachs, GS Advisors 2000, GS GmbH, Stone 2000 GP, GS Employee 2000 LLC, PEP 2000 LLC, PEP 2000 Offshore Inc., the "Reporting Persons").

F3 · ownership.nature: Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F4 · ownership.nature: The shares of common stock, par value $0.01 per share (the "Common Stock") of Burger King Holdings, Inc. (the "Company") reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs or an affiliate will remit appropriate profits, if any, to the Company. The Reporting Persons disclaim beneficial ownership of the securities reported herein as indirectly purchased and sold except to the extent of their pecuniary interest therein, if any.

F5 · ownership.nature: Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 10,000 shares of Common Stock. Goldman Sachs and GS Group may each be deemed to beneficially own indirectly, in the aggregate, 32,301,681 Common Stock through the Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Limited Partnerships.

F6 · ownership.nature: GS Group may be deemed to beneficially own 9,538 shares of Common Stock pursuant to the 2006 Omnibus Incentive Plan (the "2006 Plan"), consisting of 4,769 deferred shares granted to each of Sanjeev K. Mehra and Adrian M. Jones, each a managing director of Goldman Sachs, in their capacity as directors of the Company. Each of Sanjeev K. Mehra and Adrian M. Jones has an understanding with GS Group pursuant to which he holds such deferred shares for the benefit of GS Group. Each grant of 4,769 deferred shares vests 25% on the first day of each calendar quarter following the grant date, which was November 29, 2006. The deferred shares will be settled upon termination of board service. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F7 · ownership.nature: GSCP 2000 beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 16,877,144 shares of Common Stock. GSCP 2000 Offshore beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 6,132,511 shares of Common Stock. GSCP Germany 2000 beneficially owns directly and its general partner GS GmbH may be deemed to beneficially own indirectly 705,426 shares of Common Stock. GSCP Employee 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 5,359,077 shares of Common Stock. Bridge SO 2000 beneficially owns directly and its general partner Bridge SO 2000 LLC may be deemed to beneficially own indirectly 248,271 shares of Common Stock.

F8 · ownership.nature: Stone 2000 beneficially owns directly and its general partner Stone 2000 GP may be deemed to beneficially own indirectly 496,542 shares of Common Stock. GS Direct 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 827,570 shares of Common Stock. PEP 2000 LP beneficially owns directly and its general partner PEP 2000 LLC may be deemed to beneficially own indirectly 959,602 shares of Common Stock. PEP 2000 Offshore LP beneficially owns directly and its general partner PEP 2000 Offshore Inc. may be deemed to beneficially own indirectly 329,853 shares of Common Stock. PEP Direct beneficially owns directly and its general partner PEP Direct LLC may be deemed to beneficially own indirectly 365,685 shares of Common Stock.

SEC source: 0000769993-07-000006 · bkc411292006gsg_ex.xml · nonDerivative · entry 1

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

Bridge Street Special Opportunities Fund 2000, LLC · CIK 0001362999 · 10% owner

Bridge Street Special Opportunities Fund 2000, L.P. · CIK 0001363000 · 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: 32,321,219

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Capital Partners 2000, L.P. ("GSCP 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP 2000 Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany 2000"), GS Capital Partners 2000 Employee Fund, L.P. ("GSCP Employee 2000"), Bridge Street Special Opportunities Fund 2000, L.P. (" Bridge SO 2000"), Stone Street Fund 2000, L.P. ("Stone 2000"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000"), GS Private Equity Partners 2000, L.P. ("PEP 2000 LP"), GS Private Equity Partners 2000 Offshore Holdings, L.P. ("PEP 2000 Offshore LP"), GS Private Equity Partners 2000-Direct Investment Fund, L.P. ("PEP Direct" and, together with GSCP 2000, (continue in next footnote)

F2 · ownership.nature: GSCP 2000 Offshore, GSCP Germany 2000, GSCP Employee 2000, Bridge SO 2000, Stone 2000, GS Direct 2000, PEP 2000 LP, PEP 2000 Offshore LP, the "Limited Partnerships"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), Goldman, Sachs Management GP GmbH ("GS GmbH"), Bridge Street Special Opportunities Fund 2000, L.L.C. ("Bridge SO 2000 LLC"), Stone Street 2000, L.L.C. ("Stone 2000 GP"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000 LLC"), GS PEP 2000 Advisors, L.L.C. ("PEP 2000 LLC"), GS PEP 2000 Offshore Holdings Advisors, Inc. ("PEP 2000 Offshore Inc."), GS PEP 2000 Direct Investment Advisors, L.L.C. ("PEP Direct LLC", and together with the Limited Partnerships, GS Group, Goldman Sachs, GS Advisors 2000, GS GmbH, Stone 2000 GP, GS Employee 2000 LLC, PEP 2000 LLC, PEP 2000 Offshore Inc., the "Reporting Persons").

F3 · ownership.nature: Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F4 · ownership.nature: The 9,538 shares of common stock, par value $0.01 per share (the "Common Stock") of Burger King Holdings, Inc. (the "Company") were granted pursuant to the Burger King Holdings, Inc. 2006 Omnibus Incentive Plan (the "2006 Plan"), consisting of 4,769 deferred shares granted to each of Sanjeev K. Mehra and Adrian M. Jones, each a managing director of Goldman Sachs, in their capacity as directors of the Company. Each of Sanjeev K. Mehra and Adrian M. Jones has an understanding with GS Group pursuant to which he holds such deferred shares for the benefit of GS Group. Each grant of 4,769 deferred shares vests 25% on the first day of each calendar quarter following the grant date, which was November 29, 2006. The deferred shares will be settled upon termination of board service.

F5 · ownership.nature: Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 10,000 shares of Common Stock. Goldman Sachs and GS Group may each be deemed to beneficially own indirectly, in the aggregate, 32,301,681 Common Stock through the Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. GS Group may be deemed to beneficially own 9,538 shares of Common Stock pursuant to the 2006 Plan, consisting grants of 4,769 deferred shares to each of Sanjeev K. Mehra and Adrian M. Jones. Goldman Sachs is the investment manager of certain of the Limited Partnerships. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F6 · ownership.nature: GSCP 2000 beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 16,877,144 shares of Common Stock. GSCP 2000 Offshore beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 6,132,511 shares of Common Stock. GSCP Germany 2000 beneficially owns directly and its general partner GS GmbH may be deemed to beneficially own indirectly 705,426 shares of Common Stock. GSCP Employee 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 5,359,077 shares of Common Stock. Bridge SO 2000 beneficially owns directly and its general partner Bridge SO 2000 LLC may be deemed to beneficially own indirectly 248,271 shares of Common Stock.

F7 · ownership.nature: Stone 2000 beneficially owns directly and its general partner Stone 2000 GP may be deemed to beneficially own indirectly 496,542 shares of Common Stock. GS Direct 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 827,570 shares of Common Stock. PEP 2000 LP beneficially owns directly and its general partner PEP 2000 LLC may be deemed to beneficially own indirectly 959,602 shares of Common Stock. PEP 2000 Offshore LP beneficially owns directly and its general partner PEP 2000 Offshore Inc. may be deemed to beneficially own indirectly 329,853 shares of Common Stock. PEP Direct beneficially owns directly and its general partner PEP Direct LLC may be deemed to beneficially own indirectly 365,685 shares of Common Stock.

SEC source: 0000769993-06-000640 · bkc405232006gsg_ex.xml · nonDerivative · entry 1

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

Bridge Street Special Opportunities Fund 2000, LLC · CIK 0001362999 · 10% owner

Bridge Street Special Opportunities Fund 2000, L.P. · CIK 0001363000 · 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: 32,301,681

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Capital Partners 2000, L.P. ("GSCP 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP 2000 Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany 2000"), GS Capital Partners 2000 Employee Fund, L.P. ("GSCP Employee 2000"), Bridge Street Special Opportunities Fund 2000, L.P. (" Bridge SO 2000"), Stone Street Fund 2000, L.P. ("Stone 2000"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000"), GS Private Equity Partners 2000, L.P. ("PEP 2000 LP"), GS Private Equity Partners 2000 Offshore Holdings, L.P. ("PEP 2000 Offshore LP"), GS Private Equity Partners 2000-Direct Investment Fund, L.P. ("PEP Direct" and, together with GSCP 2000, (continue in next footnote)

F2 · ownership.nature: GSCP 2000 Offshore, GSCP Germany 2000, GSCP Employee 2000, Bridge SO 2000, Stone 2000, GS Direct 2000, PEP 2000 LP, PEP 2000 Offshore LP, the "Limited Partnerships"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), Goldman, Sachs Management GP GmbH ("GS GmbH"), Bridge Street Special Opportunities Fund 2000, L.L.C. ("Bridge SO 2000 LLC"), Stone Street 2000, L.L.C. ("Stone 2000 GP"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000 LLC"), GS PEP 2000 Advisors, L.L.C. ("PEP 2000 LLC"), GS PEP 2000 Offshore Holdings Advisors, Inc. ("PEP 2000 Offshore Inc."), GS PEP 2000 Direct Investment Advisors, L.L.C. ("PEP Direct LLC", and together with the Limited Partnerships, GS Group, Goldman Sachs, GS Advisors 2000, GS GmbH, Stone 2000 GP, GS Employee 2000 LLC, PEP 2000 LLC, PEP 2000 Offshore Inc., the "Reporting Persons").

F3 · ownership.nature: Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F4 · ownership.nature: Pursuant to an underwriting agreement, dated May 17, 2006 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of Burger King Holdings, Inc. (the "Company") common stock, par value $0.01 per share (the "Common Stock"), pursuant to the final prospectus filed by the Company on May 18, 2006, which offering was consummated on May 17, 2006, the underwriters, party to the Underwriting Agreement (the "Underwriters") elected to exercise an option (the "Over-Allotment Option") to purchase an additional amount of shares of the Company's Common Stock from the selling stockholders, which included the Limited Partnerships. Goldman Sachs was one of the several Underwriters under the Underwriting Agreement.

F5 · ownership.nature: On May 23, 2006, the sale of shares of the Company's Common Stock by the selling stockholders to the Underwriters pursuant to the exercise by the Underwriters of the Over-Allotment Option was consummated and in connection with such sale GSCP 2000 sold 626,982 shares of Common Stock; GSCP 2000 Offshore sold 227,821 shares of Common Stock; GSCP Germany 2000 sold 26,207 shares of Common Stock; GSCP Employee 2000 sold 199,089 shares of Common Stock; Stone 200 sold 18,446 shares of Common Stock; Bridge SO 2000 sold 9,223 shares of Common Stock; GS Direct 2000 sold 30,744 shares of Common Stock; PEP 2000 LP sold 35,649 shares of Common Stock; PEP 2000 Offshore LP sold 12,254 shares of Common Stock; and PEP Direct sold 13,585 shares of Common Stock.

F6 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 32,301,681 Common Stock through the Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Limited Partnerships. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F7 · ownership.nature: GSCP 2000 beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 16,877,144 shares of Common Stock. GSCP 2000 Offshore beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 6,132,511 shares of Common Stock. GSCP Germany 2000 beneficially owns directly and its general partner GS GmbH may be deemed to beneficially own indirectly 705,426 shares of Common Stock. GSCP Employee 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 5,359,077 shares of Common Stock. Bridge SO 2000 beneficially owns directly and its general partner Bridge SO 2000 LLC may be deemed to beneficially own indirectly 248,271 shares of Common Stock.

F8 · ownership.nature: Stone 2000 beneficially owns directly and its general partner Stone 2000 GP may be deemed to beneficially own indirectly 496,542 shares of Common Stock. GS Direct 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 827,570 shares of Common Stock. PEP 2000 LP beneficially owns directly and its general partner PEP 2000 LLC may be deemed to beneficially own indirectly 959,602 shares of Common Stock. PEP 2000 Offshore LP beneficially owns directly and its general partner PEP 2000 Offshore Inc. may be deemed to beneficially own indirectly 329,853 shares of Common Stock. PEP Direct beneficially owns directly and its general partner PEP Direct LLC may be deemed to beneficially own indirectly 365,685 shares of Common Stock.

SEC source: 0000769993-06-000706 · bkc405182006gsg_ex.xml · nonDerivative · entry 1

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

Bridge Street Special Opportunities Fund 2000, LLC · CIK 0001362999 · 10% owner

Bridge Street Special Opportunities Fund 2000, L.P. · CIK 0001363000 · 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: 33,511,681

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Capital Partners 2000, L.P. ("GSCP 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP 2000 Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany 2000"), GS Capital Partners 2000 Employee Fund, L.P. ("GSCP Employee 2000"), Bridge Street Special Opportunities Fund 2000, L.P. (" Bridge SO 2000"), Stone Street Fund 2000, L.P. ("Stone 2000"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000"), GS Private Equity Partners 2000, L.P. ("PEP 2000 LP"), GS Private Equity Partners 2000 Offshore Holdings, L.P. ("PEP 2000 Offshore LP"), GS Private Equity Partners 2000-Direct Investment Fund, L.P. ("PEP Direct" and, together with GSCP 2000, (continue in next footnote)

F2 · ownership.nature: GSCP 2000 Offshore, GSCP Germany 2000, GSCP Employee 2000, Bridge SO 2000, Stone 2000, GS Direct 2000, PEP 2000 LP, PEP 2000 Offshore LP, the "Limited Partnerships"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), Goldman, Sachs Management GP GmbH ("GS GmbH"), Bridge Street Special Opportunities Fund 2000, L.L.C. ("Bridge SO 2000 LLC"), Stone Street 2000, L.L.C. ("Stone 2000 GP"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000 LLC"), GS PEP 2000 Advisors, L.L.C. ("PEP 2000 LLC"), GS PEP 2000 Offshore Holdings Advisors, Inc. ("PEP 2000 Offshore Inc."), GS PEP 2000 Direct Investment Advisors, L.L.C. ("PEP Direct LLC", and together with the Limited Partnerships, GS Group, Goldman Sachs, GS Advisors 2000, GS GmbH, Stone 2000 GP, GS Employee 2000 LLC, PEP 2000 LLC, PEP 2000 Offshore Inc., the "Reporting Persons").

F3 · ownership.nature: Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F4 · ownership.nature: The transaction reported herein as indirectly purchased was beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs or an affiliate will remit appropriate profits, if any, to Burger King Holdings, Inc. (the "Company"). The Reporting Persons, other than GS Group, disclaim beneficial ownership of the shares beneficially owned directly by Goldman Sachs.

F5 · ownership.nature: Goldman Sachs may be deemed to beneficially own directly, and GS Group may be deemed to beneficially own indirectly, 10,000 shares of the Company's common stock, par value $0.01 per share ("Common Stock"). Goldman Sachs and GS Group may each be deemed to beneficially own indirectly, in the aggregate, 33,501,681 shares of the Company's Common Stock through the Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Limited Partnerships. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F6 · ownership.nature: GSCP 2000 beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 17,504,126 shares of Common Stock. GSCP 2000 Offshore beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 6,360,332 shares of Common Stock. GSCP Germany 2000 beneficially owns directly and its general partner GS GmbH may be deemed to beneficially own indirectly 731,633 shares of Common Stock. GSCP Employee 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 5,558,166 shares of Common Stock. Bridge SO 2000 beneficially owns directly and its general partner Bridge SO 2000 LLC may be deemed to beneficially own indirectly 257,494 shares of Common Stock.

F7 · ownership.nature: Stone 2000 beneficially owns directly and its general partner Stone 2000 GP may be deemed to beneficially own indirectly 514,988 shares of Common Stock. GS Direct 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 858,314 shares of Common Stock. PEP 2000 LP beneficially owns directly and its general partner PEP 2000 LLC may be deemed to beneficially own indirectly 995,251 shares of Common Stock. PEP 2000 Offshore LP beneficially owns directly and its general partner PEP 2000 Offshore Inc. may be deemed to beneficially own indirectly 342,107 shares of Common Stock. PEP Direct beneficially owns directly and its general partner PEP Direct LLC may be deemed to beneficially own indirectly 379,270 shares of Common Stock.

SEC source: 0000895345-06-000352 · rs4-hexcel_goldmangroupex.xml · nonDerivative · entry 2

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GOLDMAN SACHS & CO OHG · CIK 0001031766 · 10% owner

GOLDMAN SACHS MANAGEMENT GP GMBH · CIK 0001232073 · 10% owner

GS EMPLOYEE FUNDS 2000 GP LLC · CIK 0001232086 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 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: 1,286,394

F16 · shares: Mr. Mehra and Mr. Sacerdote resigned from their positions as directors of the Company effective March 15, 2006 in accordance with the terms of the Amended and Restated Governance Agreement, dated as of March 19, 2003, among LXH, LXH II, GS Capital, GS Offshore, GS Employee, GS Germany, Stone Street and the Company. Upon such resignations, 3,064 shares of Common Stock which were granted pursuant to the Hexcel Corporation 2003 Incentive Stock Plan but had not yet vested, consisting of 1,532 shares of phantom stock granted to each of Mr. Mehra and Mr. Sacerdote in their capacity as directors of the Company, were forfeited and cancelled. (continued in next footnote)

F17 · shares: Accordingly, GS Group may be deemed to beneficially own 3,122 shares of Common Stock which were granted pursuant to the Hexcel Corporation 2003 Incentive Stock Plan, consisting of 1,561 shares of phantom stock granted to each of Mr. Mehra and Mr. Sacerdote in their capacity as directors of the Company.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Advisors 2000, L.L.C. ("GS Advisors"), Goldman, Sachs & Co. oHG ("GS oHG"), Goldman, Sachs Management GP GmbH ("GS GmbH"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000"), Stone Street 2000, L.L.C. ("Stone 2000"), GS Capital Partners 2000, L.P. ("GS Capital"), GS Capital Partners 2000 Offshore, L.P. ("GS Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GS Germany"), GS Capital Partners 2000 Employee Fund, L.P. ("GS Employee"), Stone Street Fund 2000, L.P. ("Stone Street" and, together with GS Capital, GS Offshore, GS Germany and GS Employee, the "Limited Partnerships"), LXH Holdings Corp. ("LXH Corp."), LXH Holdings, L.P. ("LXH L.P."), LXH, L.L.C. ("LXH"), (continued in next footnote)

F2 · ownership.nature: and LXH II, L.L.C. ("LXH II" and, together with LXH, the "LXH Entities"), (GS Group, Goldman Sachs, GS Advisors, GS oHG, GS GmbH, GS Employee 2000, Stone 2000, the Limited Partnerships, LXH Corp., LXH L.P., and the LXH Entities, collectively, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F5 · ownership.nature: Goldman Sachs may be deemed to beneficially own directly and GS Group may be deemed to beneficially own indirectly 720 shares of Common Stock. GS Group and Goldman Sachs may be deemed to beneficially own indirectly 7 shares of Common Stock by reason of the beneficial ownership of such shares by the LXH Entities. LXH may be deemed to beneficially own directly 4 shares of Common Stock. LXH II may be deemed to beneficially own directly 3 shares of Common Stock. (continued in next footnote)

F7 · ownership.nature: Affiliates of GS Group and Goldman Sachs are the members or managing members of the LXH Entities. Affiliates of GS Group and Goldman Sachs are the general partners or managing partners of the Limited Partnerships. Goldman Sachs is the investment manager of the Limited Partnerships. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the shares of Common Stock owned beneficially and directly by the LXH Entities and owned beneficially and indirectly by the Limited Partnerships, except to the extent of their pecuniary interest therein.

F8 · ownership.nature: Each of (i) GS Capital, the managing member of LXH, the managing general partner of LXH L.P. and the sole stockholder of LXH Corp., and (ii) GS Advisors, the general partner of GS Capital, may be deemed to beneficially own indirectly an aggregate of 4 shares of Common Stock by reason of LXH's beneficial ownership of such shares. Each of GS Capital and GS Advisors disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein.

F9 · ownership.nature: LXH II may be deemed to beneficially own directly 3 shares of Common Stock. Each of (i) GS Offshore, the managing member of LXH II, and (ii) GS Advisors, the general partner of GS Offshore, may be deemed to beneficially own indirectly 2 shares of Common Stock by reason of LXH II's beneficial ownership of such shares. Each of GS Offshore and GS Advisors disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein.

F10 · ownership.nature: Each of (i) GS Employee, a member of LXH II and (ii) GS Employee 2000, the general partner of GS Employee, may be deemed to beneficially own indirectly 1 share of Common Stock by reason of LXH II's beneficial ownership of such shares. Each of GS Employee and GS Employee 2000 disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein.

F11 · ownership.nature: GS Group and Goldman Sachs may be deemed to beneficially own indirectly 1,282,545 shares of Common Stock by reason of the beneficial ownership of such shares by the Limited Partnerships. GS Capital may be deemed to beneficially own directly 730,447 shares of Common Stock. GS Offshore may be deemed to beneficially own directly 265,399 shares of Common Stock. GS Germany may be deemed to beneficially own directly 30,539 shares of Common Stock. GS Employee may be deemed to beneficially own directly 232,074 shares of Common Stock. Stone Street may be deemed to beneficially own directly 24,086 shares of Common Stock. (continued in next footnote)

F12 · ownership.nature: Affiliates of GS Group and Goldman Sachs are the general partners or managing partners of the Limited Partnerships. Goldman Sachs is the investment manager of the Limited Partnerships. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the shares of Common Stock owned beneficially and directly by the Limited Partnerships, except to the extent of their pecuniary interest therein.

F13 · ownership.nature: GS Advisors may be deemed to beneficially own indirectly (i) an aggregate of 730,447 shares of Common Stock by reason of GS Capital's beneficial ownership of such shares and (ii) an aggregate of 265,399 shares of Common Stock by reason of GS Offshore's beneficial ownership of such shares. GS Advisors disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein. Each of GS GmbH and GS oHG may be deemed to beneficially own indirectly an aggregate of 30,539 shares of Common Stock by reason of GS Germany's beneficial ownership of such shares. Each of GS GmbH and GS oHG disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein.

F14 · ownership.nature: GS Employee 2000 may be deemed to beneficially own indirectly an aggregate of 232,074 shares of Common Stock by reason of GS Employee's beneficial ownership of such shares. GS Employee 2000 disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein. Stone 2000 may be deemed to beneficially own indirectly an aggregate of 24,086 shares of Common Stock by reason of Stone Street's beneficial ownership of such shares. Stone 2000 disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein.

F15 · ownership.nature: As a result of the March 2006 Offering, each of LXH Corp. and LXH L.P. no longer beneficially owns, either directly or indirectly, any shares of Common Stock.

F16 · ownership.nature: Mr. Mehra and Mr. Sacerdote resigned from their positions as directors of the Company effective March 15, 2006 in accordance with the terms of the Amended and Restated Governance Agreement, dated as of March 19, 2003, among LXH, LXH II, GS Capital, GS Offshore, GS Employee, GS Germany, Stone Street and the Company. Upon such resignations, 3,064 shares of Common Stock which were granted pursuant to the Hexcel Corporation 2003 Incentive Stock Plan but had not yet vested, consisting of 1,532 shares of phantom stock granted to each of Mr. Mehra and Mr. Sacerdote in their capacity as directors of the Company, were forfeited and cancelled. (continued in next footnote)

F17 · ownership.nature: Accordingly, GS Group may be deemed to beneficially own 3,122 shares of Common Stock which were granted pursuant to the Hexcel Corporation 2003 Incentive Stock Plan, consisting of 1,561 shares of phantom stock granted to each of Mr. Mehra and Mr. Sacerdote in their capacity as directors of the Company.

SEC source: 0000895345-06-000352 · rs4-hexcel_goldmangroupex.xml · nonDerivative · entry 1

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GOLDMAN SACHS & CO OHG · CIK 0001031766 · 10% owner

GOLDMAN SACHS MANAGEMENT GP GMBH · CIK 0001232073 · 10% owner

GS EMPLOYEE FUNDS 2000 GP LLC · CIK 0001232086 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 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: 1,289,458

F3 · shares: Pursuant to an Underwriting Agreement, dated March 9, 2006, and in connection with the registered public offering of shares of Hexcel Corporation (the "Company") common stock, par value $0.01 per share (the "Common Stock"), pursuant to the final prospectus filed by the Company on March 10, 2006 pursuant to Rule 424(b) of the Securities Act of 1933, as amended, which was consummated on March 15, 2006, the LXH Entities and the Limited Partnerships sold an aggregate of 12,825,521 shares of Common Stock, (cont'd in next footnote)

F4 · shares: consisting of 7,304,466 shares of Common Stock sold by GS Capital, 2,653,993 shares of Common Stock sold by GS Offshore, 305,394 shares of Common Stock sold by GS Germany, 2,320,742 shares of Common Stock sold by GS Employee, 240,859 shares of Common Stock sold by Stone Street, 38 shares of Common Stock sold by LXH and 29 shares of Common Stock sold by LXH II.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Advisors 2000, L.L.C. ("GS Advisors"), Goldman, Sachs & Co. oHG ("GS oHG"), Goldman, Sachs Management GP GmbH ("GS GmbH"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000"), Stone Street 2000, L.L.C. ("Stone 2000"), GS Capital Partners 2000, L.P. ("GS Capital"), GS Capital Partners 2000 Offshore, L.P. ("GS Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GS Germany"), GS Capital Partners 2000 Employee Fund, L.P. ("GS Employee"), Stone Street Fund 2000, L.P. ("Stone Street" and, together with GS Capital, GS Offshore, GS Germany and GS Employee, the "Limited Partnerships"), LXH Holdings Corp. ("LXH Corp."), LXH Holdings, L.P. ("LXH L.P."), LXH, L.L.C. ("LXH"), (continued in next footnote)

F2 · ownership.nature: and LXH II, L.L.C. ("LXH II" and, together with LXH, the "LXH Entities"), (GS Group, Goldman Sachs, GS Advisors, GS oHG, GS GmbH, GS Employee 2000, Stone 2000, the Limited Partnerships, LXH Corp., LXH L.P., and the LXH Entities, collectively, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F5 · ownership.nature: Goldman Sachs may be deemed to beneficially own directly and GS Group may be deemed to beneficially own indirectly 720 shares of Common Stock. GS Group and Goldman Sachs may be deemed to beneficially own indirectly 7 shares of Common Stock by reason of the beneficial ownership of such shares by the LXH Entities. LXH may be deemed to beneficially own directly 4 shares of Common Stock. LXH II may be deemed to beneficially own directly 3 shares of Common Stock. (continued in next footnote)

F6 · ownership.nature: In addition, GS Group may be deemed to beneficially own 6,186 shares of Common Stock which were granted pursuant to the Hexcel Corporation 2003 Incentive Stock Plan, consisting of 3,093 shares of phantom stock granted to each of Sanjeev K. Mehra, a managing director of Goldman Sachs, and Peter M. Sacerdote, an advisory director of Goldman Sachs, in their capacity as directors of the Company. Mr. Mehra and Mr. Sacerdote resigned from their positions as directors of the Company effective March 15, 2006 in accordance with the terms of the Amended and Restated Governance Agreement, dated as of March 19, 2003, among LXH, LXH II, GS Capital, GS Offshore, GS Employee, GS Germany, Stone Street and the Company.

F7 · ownership.nature: Affiliates of GS Group and Goldman Sachs are the members or managing members of the LXH Entities. Affiliates of GS Group and Goldman Sachs are the general partners or managing partners of the Limited Partnerships. Goldman Sachs is the investment manager of the Limited Partnerships. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the shares of Common Stock owned beneficially and directly by the LXH Entities and owned beneficially and indirectly by the Limited Partnerships, except to the extent of their pecuniary interest therein.

F8 · ownership.nature: Each of (i) GS Capital, the managing member of LXH, the managing general partner of LXH L.P. and the sole stockholder of LXH Corp., and (ii) GS Advisors, the general partner of GS Capital, may be deemed to beneficially own indirectly an aggregate of 4 shares of Common Stock by reason of LXH's beneficial ownership of such shares. Each of GS Capital and GS Advisors disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein.

F9 · ownership.nature: LXH II may be deemed to beneficially own directly 3 shares of Common Stock. Each of (i) GS Offshore, the managing member of LXH II, and (ii) GS Advisors, the general partner of GS Offshore, may be deemed to beneficially own indirectly 2 shares of Common Stock by reason of LXH II's beneficial ownership of such shares. Each of GS Offshore and GS Advisors disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein.

F10 · ownership.nature: Each of (i) GS Employee, a member of LXH II and (ii) GS Employee 2000, the general partner of GS Employee, may be deemed to beneficially own indirectly 1 share of Common Stock by reason of LXH II's beneficial ownership of such shares. Each of GS Employee and GS Employee 2000 disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein.

F11 · ownership.nature: GS Group and Goldman Sachs may be deemed to beneficially own indirectly 1,282,545 shares of Common Stock by reason of the beneficial ownership of such shares by the Limited Partnerships. GS Capital may be deemed to beneficially own directly 730,447 shares of Common Stock. GS Offshore may be deemed to beneficially own directly 265,399 shares of Common Stock. GS Germany may be deemed to beneficially own directly 30,539 shares of Common Stock. GS Employee may be deemed to beneficially own directly 232,074 shares of Common Stock. Stone Street may be deemed to beneficially own directly 24,086 shares of Common Stock. (continued in next footnote)

F12 · ownership.nature: Affiliates of GS Group and Goldman Sachs are the general partners or managing partners of the Limited Partnerships. Goldman Sachs is the investment manager of the Limited Partnerships. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the shares of Common Stock owned beneficially and directly by the Limited Partnerships, except to the extent of their pecuniary interest therein.

F13 · ownership.nature: GS Advisors may be deemed to beneficially own indirectly (i) an aggregate of 730,447 shares of Common Stock by reason of GS Capital's beneficial ownership of such shares and (ii) an aggregate of 265,399 shares of Common Stock by reason of GS Offshore's beneficial ownership of such shares. GS Advisors disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein. Each of GS GmbH and GS oHG may be deemed to beneficially own indirectly an aggregate of 30,539 shares of Common Stock by reason of GS Germany's beneficial ownership of such shares. Each of GS GmbH and GS oHG disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein.

F14 · ownership.nature: GS Employee 2000 may be deemed to beneficially own indirectly an aggregate of 232,074 shares of Common Stock by reason of GS Employee's beneficial ownership of such shares. GS Employee 2000 disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein. Stone 2000 may be deemed to beneficially own indirectly an aggregate of 24,086 shares of Common Stock by reason of Stone Street's beneficial ownership of such shares. Stone 2000 disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein.

F15 · ownership.nature: As a result of the March 2006 Offering, each of LXH Corp. and LXH L.P. no longer beneficially owns, either directly or indirectly, any shares of Common Stock.

SEC source: 0000895345-06-000080 · ds4-donnelley_gsgroupex.xml · derivative · entry 2

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS ADVISORS 2000 LLC · CIK 0001232077 · 10% owner

GOLDMAN SACHS MANAGEMENT GP GMBH · CIK 0001232073 · 10% owner

GS EMPLOYEE FUNDS 2000 GP LLC · CIK 0001232086 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See

Disclosed balance after: 0

Underlying: Common Stock · 5,182,125 shares

Expires not disclosed

F5 · derivative.exercise_price: Each share of Preferred Stock (as defined below) was convertible at any time at the option of the holder into a number of fully paid and nonassessable shares of Common Stock equal to $1,000 for each share of Preferred Stock outstanding, plus an amount equal to all accrued but unpaid dividends thereon as of September 30, 2005, divided by $24.05. The Certificate of Designations governing the Preferred Stock contains customary anti-dilution protection for the shares of Preferred Stock. The Preferred Stock was redeemable by the Company, at its option, at any time after January 3, 2013.

F6 · price: On January 27, 2006, pursuant to the Stock Purchase and Support Agreement, dated as of October 3, 2005, among the Company, R.H. Donnelley Inc. and the Purchasers, the Purchasers sold the following shares of Convertible Cumulative Preferred Stock ("Preferred Stock") to the Company for $3,351.14 per share: GS Capital sold 55,313 shares of Preferred Stock, which were convertible into 2,857,788 shares of Common Stock; GS Offshore sold 20,098 shares of Preferred Stock, which were convertible into 1,038,378 shares of Common Stock; GS Germany sold 2,311 shares of Preferred Stock, which were convertible into 119,399 shares of Common Stock; GS Employee sold 17,564 shares of Preferred Stock, which were convertible into 907,457 shares of Common Stock; and GS Direct sold 5,015 shares of Preferred Stock, which were convertible into 259,103 shares of Common Stock.

F5 · derivative.exercise_date: Each share of Preferred Stock (as defined below) was convertible at any time at the option of the holder into a number of fully paid and nonassessable shares of Common Stock equal to $1,000 for each share of Preferred Stock outstanding, plus an amount equal to all accrued but unpaid dividends thereon as of September 30, 2005, divided by $24.05. The Certificate of Designations governing the Preferred Stock contains customary anti-dilution protection for the shares of Preferred Stock. The Preferred Stock was redeemable by the Company, at its option, at any time after January 3, 2013.

F5 · derivative.expiration_date: Each share of Preferred Stock (as defined below) was convertible at any time at the option of the holder into a number of fully paid and nonassessable shares of Common Stock equal to $1,000 for each share of Preferred Stock outstanding, plus an amount equal to all accrued but unpaid dividends thereon as of September 30, 2005, divided by $24.05. The Certificate of Designations governing the Preferred Stock contains customary anti-dilution protection for the shares of Preferred Stock. The Preferred Stock was redeemable by the Company, at its option, at any time after January 3, 2013.

F5 · derivative.underlying_shares: Each share of Preferred Stock (as defined below) was convertible at any time at the option of the holder into a number of fully paid and nonassessable shares of Common Stock equal to $1,000 for each share of Preferred Stock outstanding, plus an amount equal to all accrued but unpaid dividends thereon as of September 30, 2005, divided by $24.05. The Certificate of Designations governing the Preferred Stock contains customary anti-dilution protection for the shares of Preferred Stock. The Preferred Stock was redeemable by the Company, at its option, at any time after January 3, 2013.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Advisors 2000, L.L.C. ("GS Advisors"), Goldman, Sachs & Co. oHG ("GS oHG"), Goldman, Sachs Management GP GmbH ("GS GmbH"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000"), GS Capital Partners 2000, L.P. ("GS Capital"), GS Capital Partners 2000 Offshore, L.P. ("GS Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GS Germany"), GS Capital Partners 2000 Employee Fund, L.P. ("GS Employee"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct" and, together with GS Capital, GS Offshore, GS Germany and GS Employee, the "Purchasers") (GS Group, Goldman Sachs, GS Advisors, GS oHG, GS GmbH, GS Employee 2000, and the Purchasers, collectively, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F6 · ownership.nature: On January 27, 2006, pursuant to the Stock Purchase and Support Agreement, dated as of October 3, 2005, among the Company, R.H. Donnelley Inc. and the Purchasers, the Purchasers sold the following shares of Convertible Cumulative Preferred Stock ("Preferred Stock") to the Company for $3,351.14 per share: GS Capital sold 55,313 shares of Preferred Stock, which were convertible into 2,857,788 shares of Common Stock; GS Offshore sold 20,098 shares of Preferred Stock, which were convertible into 1,038,378 shares of Common Stock; GS Germany sold 2,311 shares of Preferred Stock, which were convertible into 119,399 shares of Common Stock; GS Employee sold 17,564 shares of Preferred Stock, which were convertible into 907,457 shares of Common Stock; and GS Direct sold 5,015 shares of Preferred Stock, which were convertible into 259,103 shares of Common Stock.

F10 · ownership.nature: Affiliates of GS Group and Goldman Sachs are the general partners, managing general partners or managing partners of the Purchasers. Goldman Sachs is the investment manager of each of the Purchasers. Goldman Sachs is a direct and indirect wholly owned subsidiary of GS Group. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities owned by the Purchasers except to the extent of their pecuniary interest therein. Each of the Reporting Persons other than Goldman Sachs and GS Group disclaims beneficial ownership of the shares of Common Stock directly owned by Goldman Sachs and GS Group.

SEC source: 0000895345-06-000013 · rs4-hexcel_goldmangroupex.xml · derivative · entry 2

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GOLDMAN SACHS & CO OHG · CIK 0001031766 · 10% owner

GOLDMAN SACHS MANAGEMENT GP GMBH · CIK 0001232073 · 10% owner

GS EMPLOYEE FUNDS 2000 GP LLC · CIK 0001232086 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 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: Common Stock · 14,107,999 shares

Expires 2010-01-22

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.

F4 · derivative.exercise_price: The conversion rate of the Series A Preferred Stock is determined using a conversion price of $3.00 (subject to adjustment in certain circumstances as specified in the applicable Certificates of Designations relating to such series of preferred stock). On this basis, each share of Series A Preferred Stock is convertible into a number of shares of Common Stock equal to $1,000/$3.00.

F3 · price: On December 29, 2005, at the request of Hexcel Corporation (the "Company"), the Limited Partnerships converted an aggregate of 42,324 shares of Series A Convertible Preferred Stock, without par value (the "Series A Preferred Stock"), of the Company into an aggregate of 14,107,999 shares of common stock, par value $0.01 per share (the "Common Stock"), of the Company (the "Conversion"). On December 29, 2005, the Company announced that all holders of its Series A Preferred Stock elected to convert all of their shares of Series A Preferred Stock into shares of Common Stock.

F4 · price: The conversion rate of the Series A Preferred Stock is determined using a conversion price of $3.00 (subject to adjustment in certain circumstances as specified in the applicable Certificates of Designations relating to such series of preferred stock). On this basis, each share of Series A Preferred Stock is convertible into a number of shares of Common Stock equal to $1,000/$3.00.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Advisors 2000, L.L.C. ("GS Advisors"), Goldman, Sachs & Co. oHG ("GS oHG"), Goldman, Sachs Management GP GmbH ("GS GmbH"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000"), Stone Street 2000, L.L.C. ("Stone 2000"), GS Capital Partners 2000, L.P. ("GS Capital"), GS Capital Partners 2000 Offshore, L.P. ("GS Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GS Germany"), GS Capital Partners 2000 Employee Fund, L.P. ("GS Employee"), Stone Street Fund 2000, L.P. ("Stone Street" and, together with GS Capital, GS Offshore, GS Germany and GS Employee, the "Limited Partnerships"), LXH Holdings Corp. ("LXH Corp."), LXH Holdings, L.P. ("LXH L.P."), LXH, L.L.C. ("LXH"), and LXH II, L.L.C. ("LXH II" and, together with LXH, the "LXH Entities"), (continued in next footnote)

F2 · ownership.nature: (GS Group, Goldman Sachs, GS Advisors, GS oHG, GS GmbH, GS Employee 2000, Stone 2000, the Limited Partnerships, LXH Corp., LXH L.P., and the LXH Entities, collectively, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F15 · ownership.nature: As a result of the Conversion, the Reporting Persons no longer beneficially own, either directly or indirectly, any shares of Series A Preferred Stock.

SEC source: 0000895345-06-000013 · rs4-hexcel_goldmangroupex.xml · nonDerivative · entry 1

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GOLDMAN SACHS & CO OHG · CIK 0001031766 · 10% owner

GOLDMAN SACHS MANAGEMENT GP GMBH · CIK 0001232073 · 10% owner

GS EMPLOYEE FUNDS 2000 GP LLC · CIK 0001232086 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 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: 14,114,979

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.

F3 · shares: On December 29, 2005, at the request of Hexcel Corporation (the "Company"), the Limited Partnerships converted an aggregate of 42,324 shares of Series A Convertible Preferred Stock, without par value (the "Series A Preferred Stock"), of the Company into an aggregate of 14,107,999 shares of common stock, par value $0.01 per share (the "Common Stock"), of the Company (the "Conversion"). On December 29, 2005, the Company announced that all holders of its Series A Preferred Stock elected to convert all of their shares of Series A Preferred Stock into shares of Common Stock.

F4 · shares: The conversion rate of the Series A Preferred Stock is determined using a conversion price of $3.00 (subject to adjustment in certain circumstances as specified in the applicable Certificates of Designations relating to such series of preferred stock). On this basis, each share of Series A Preferred Stock is convertible into a number of shares of Common Stock equal to $1,000/$3.00.

F4 · price: The conversion rate of the Series A Preferred Stock is determined using a conversion price of $3.00 (subject to adjustment in certain circumstances as specified in the applicable Certificates of Designations relating to such series of preferred stock). On this basis, each share of Series A Preferred Stock is convertible into a number of shares of Common Stock equal to $1,000/$3.00.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Advisors 2000, L.L.C. ("GS Advisors"), Goldman, Sachs & Co. oHG ("GS oHG"), Goldman, Sachs Management GP GmbH ("GS GmbH"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000"), Stone Street 2000, L.L.C. ("Stone 2000"), GS Capital Partners 2000, L.P. ("GS Capital"), GS Capital Partners 2000 Offshore, L.P. ("GS Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GS Germany"), GS Capital Partners 2000 Employee Fund, L.P. ("GS Employee"), Stone Street Fund 2000, L.P. ("Stone Street" and, together with GS Capital, GS Offshore, GS Germany and GS Employee, the "Limited Partnerships"), LXH Holdings Corp. ("LXH Corp."), LXH Holdings, L.P. ("LXH L.P."), LXH, L.L.C. ("LXH"), and LXH II, L.L.C. ("LXH II" and, together with LXH, the "LXH Entities"), (continued in next footnote)

F2 · ownership.nature: (GS Group, Goldman Sachs, GS Advisors, GS oHG, GS GmbH, GS Employee 2000, Stone 2000, the Limited Partnerships, LXH Corp., LXH L.P., and the LXH Entities, collectively, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F5 · ownership.nature: Goldman Sachs may be deemed to beneficially own directly and GS Group may be deemed to beneficially own indirectly 720 shares of Common Stock. GS Group and Goldman Sachs may be deemed to beneficially own indirectly 74 shares of Common Stock by reason of the beneficial ownership of such shares by the LXH Entities. LXH may be deemed to beneficially own directly 42 shares of Common Stock. LXH II may be deemed to beneficially own directly 32 shares of Common Stock. In addition, GS Group may be deemed to beneficially own 6,186 shares of Common Stock which were granted pursuant to the Hexcel Corporation 2003 Incentive Stock Plan, consisting of 3,093 shares of phantom stock granted to each of Sanjeev K. Mehra, a managing director of Goldman Sachs, and Peter M. Sacerdote, an advisory director of Goldman Sachs, in their capacity as directors of the Company.

F6 · ownership.nature: Affiliates of GS Group and Goldman Sachs are the members or managing members of the LXH Entities. Affiliates of GS Group and Goldman Sachs are the general partners or managing partners of the Limited Partnerships. Goldman Sachs is the investment manager of the Limited Partnerships. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the shares of Common Stock owned beneficially and directly by the LXH Entities and owned beneficially and indirectly by the Limited Partnerships, except to the extent of their pecuniary interest therein.

F7 · ownership.nature: Each of (i) GS Capital, the managing member of LXH, the managing general partner of LXH L.P. and the sole stockholder of LXH Corp., and (ii) GS Advisors, the general partner of GS Capital, may be deemed to beneficially own indirectly an aggregate of 42 shares of Common Stock by reason of LXH's beneficial ownership of such shares. Each of GS Capital and GS Advisors disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein. LXH Corp., the limited partner of LXH L.P., may be deemed to beneficially own indirectly 1.45 shares of Common Stock by reason of LXH's beneficial ownership of such shares. LXH Corp. disclaims beneficial ownership of the shares of Common Stock described herein except to the extent of its pecuniary interest therein.

F8 · ownership.nature: LXH L.P., a member of LXH, may be deemed to beneficially own indirectly 1.69 shares of Common Stock by reason of LXH's beneficial ownership of such shares. LXH L.P. disclaims beneficial ownership of the shares of Common Stock described herein except to the extent of its pecuniary interest therein. LXH may be deemed to beneficially own directly 42 shares of Common Stock. Each of (i) GS Offshore, the managing member of LXH II, and (ii) GS Advisors, the general partner of GS Offshore, may be deemed to beneficially own indirectly 15 shares of Common Stock by reason of LXH II's beneficial ownership of such shares. Each of GS Offshore and GS Advisors disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein.

F9 · ownership.nature: Each of (i) GS Germany, a member of LXH II, (ii) GS GmbH, the sole managing partner of GS Germany, and (iii) GS oHG, the sole stockholder of GS GmbH, may be deemed to beneficially own indirectly 2 shares of Common Stock by reason of LXH II's beneficial ownership of such shares. Each of GS Germany, GS GmbH and GS oHG disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein. Each of (i) GS Employee, a member of LXH II and (ii) GS Employee 2000, the general partner of GS Employee, may be deemed to beneficially own indirectly 14 shares of Common Stock by reason of LXH II's beneficial ownership of such shares. Each of GS Employee and GS Employee 2000 disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein.

F10 · ownership.nature: Each of (i) Stone Street, a member of LXH II and (ii) Stone 2000, the general partner of Stone Street, may be deemed to beneficially own indirectly 1 share of Common Stock by reason of LXH II's beneficial ownership of such shares. Each of Stone Street and Stone 2000 disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein.

F11 · ownership.nature: GS Group and Goldman Sachs may be deemed to beneficially own indirectly 14,107,999 shares of Common Stock by reason of the beneficial ownership of such shares by the Limited Partnerships. GS Capital may be deemed to beneficially own directly 8,034,913 shares of Common Stock. GS Offshore may be deemed to beneficially own directly 2,919,392 shares of Common Stock. GS Germany may be deemed to beneficially own directly 335,933 shares of Common Stock. GS Employee may be deemed to beneficially own directly 2,552,816 shares of Common Stock. Stone Street may be deemed to beneficially own directly 264,945 shares of Common Stock. (continued in next footnote)

F12 · ownership.nature: Affiliates of GS Group and Goldman Sachs are the general partners or managing partners of the Limited Partnerships. Goldman Sachs is the investment manager of the Limited Partnerships. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the shares of Common Stock owned beneficially and directly by the Limited Partnerships, except to the extent of their pecuniary interest therein.

F13 · ownership.nature: GS Advisors may be deemed to beneficially own indirectly (i) an aggregate of 8,034,913 shares of Common Stock by reason of GS Capital's beneficial ownership of such shares and (ii) an aggregate of 2,919,392 shares of Common Stock by reason of GS Offshore's beneficial ownership of such shares. GS Advisors disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein. Each of GS GmbH and GS oHG may be deemed to beneficially own indirectly an aggregate of 335,933 shares of Common Stock by reason of GS Germany's beneficial ownership of such shares. Each of GS GmbH and GS oHG disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein.

F14 · ownership.nature: GS Employee 2000 may be deemed to beneficially own indirectly an aggregate of 2,552,816 shares of Common Stock by reason of GS Employee's beneficial ownership of such shares. GS Employee 2000 disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein. Stone 2000 may be deemed to beneficially own indirectly an aggregate of 264,945 shares of Common Stock by reason of Stone Street's beneficial ownership of such shares. Stone 2000 disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000895345-05-000895 · rs4-barrett_goldmangroupex.xml · nonDerivative · entry 1

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

GSCP 2000 Offshore BBOG Holding, L.P. · CIK 0001310096 · 10% owner

GSCP 2000 GmbH BBOG Holding, L.P. · CIK 0001310097 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

STONE STREET 2000 LLC · CIK 0001232100 · 10% owner

Stone Street BBOG Holding · CIK 0001310098 · 10% owner

GS ADVISORS 2000 LLC · CIK 0001232077 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See

Disclosed balance after: 3,207,023

F7 · price: Represents price to public in the underwritten public offering.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Advisors 2000, L.L.C. ("GS Advisors"), Goldman, Sachs & Co. oHG ("GS oHG"), Goldman, Sachs Management GP GmbH ("GS GmbH"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000"), Stone Street 2000, L.L.C. ("Stone 2000"), GS Capital Partners 2000, L.P. ("GS Capital"), GS Capital Partners 2000 Offshore, L.P. ("GS Offshore"), GSCP 2000 Offshore BBOG Holding, L.P. ("GS Offshore BBOG LP"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GS Germany"), GSCP 2000 GmbH BBOG Holding I ("GS Germany BBOG I"), GSCP 2000 GmbH BBOG Holding, L.P. ("GS Germany BBOG Holding"), GS Capital Partners 2000 Employee Fund, L.P. ("GS Employee"), (continued in next footnote)

F2 · ownership.nature: Stone Street Fund 2000, L.P. ("Stone Street"), Stone Street BBOG Holding ("Stone BBOG") and Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct" and, together with GS Capital, GS Offshore BBOG LP, GS Germany BBOG Holding, GS Employee, Stone Street and Stone BBOG, the "Purchasers") (GS Group, Goldman Sachs, GS Advisors, GS oHG, GS GmbH, GS Employee 2000, Stone 2000, GS Offshore, GS Germany, GS Germany BBOG I and the Purchasers, collectively, the "Filing Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F3 · ownership.nature: Pursuant to an Underwriting Agreement, dated August 17, 2005 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of Bill Barrett Corporation (the "Company") common stock, par value $0.001 per share (the "Common Stock"), pursuant to the final prospectus filed by the Company on August 18, 2005 pursuant to Rule 424(b) of the Securities Act of 1993, as amended, which offering was consummated on August 23, 2005, the Purchasers sold an aggregate of 3,208,333 shares of Common Stock.

F4 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly in the aggregate 3,207,023 shares of Common Stock through certain investment partnerships of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, investment manager or stockholder. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Goldman Sachs and GS Group disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.

F5 · ownership.nature: GS Capital beneficially owns directly and its general partner, GS Advisors, may be deemed to beneficially own indirectly 1,728,658 shares of Common Stock. GS Offshore BBOG LP beneficially owns directly and its general partner, GS Offshore, and GS Advisors, the general partner of GS Offshore, may be deemed to beneficially own indirectly 628,128 shares of Common Stock. GS Germany BBOG Holding beneficially owns directly and each of GS Germany BBOG I, the general partner of GS Germany BBOG Holding, GS Germany, the sole stockholder of GS Germany BBOG I, GS GmbH, the sole managing partner of GS Germany and GS oHG, the sole stockholder of GS GmbH may be deemed to beneficially own indirectly 72,254 shares of Common Stock. GS Employee beneficially owns directly and its general partner, GS Employee 2000, may be deemed to beneficially own indirectly 548,909 shares of Common Stock.

F6 · ownership.nature: GS Direct beneficially owns directly and its general partner, GS Employee 2000, may be deemed to beneficially own indirectly 114,537 shares of Common Stock. Stone BBOG beneficially owns directly and its sole stockholder, Stone Street, and Stone 2000, the general partner of Stone Street, may be deemed to beneficially own indirectly, 5,423 shares of Common Stock. Stone Street beneficially owns directly and its general partner, Stone 2000, may be deemed to beneficially own indirectly 109,114 shares of Common Stock. Each of GS Advisors, GS Offshore, GS Germany BBOG I, GS Germany, GS GmbH, GS oHG, GS Employee 2000, Stone Street and Stone 2000, disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000895345-05-000883 · rs4-nalco_goldmangroupex.xml · nonDerivative · entry 1

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

GOLDMAN SACHS MANAGEMENT GP GMBH · CIK 0001232073 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

GS ADVISORS 2000 LLC · CIK 0001232077 · 10% owner

GS EMPLOYEE FUNDS 2000 GP LLC · CIK 0001232086 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See

Disclosed balance after: 13,589,911

F5 · price: Represents price to public in an underwritten public offering.

F1 · ownership.nature: This statement is being filed by GS Capital Partners 2000, L.P. ("GSCP 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP Offshore 2000"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany 2000"), GS Capital Partners 2000 Employee Fund, L.P. ("GSCP Employee 2000"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000" and, together with GSCP 2000, GSCP Offshore 2000, GSCP Germany 2000 and GSCP Employee 2000, the "Limited Partnerships"), NH Acquisition LLC ("NH" and, together with the Limited Partnerships, the "GS Funds"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), Goldman, Sachs Management GP GmbH ("GS GmbH"), Goldman, Sachs & Co. oHG ("GS oHG"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000 LLC"), and The Goldman Sachs Group, Inc. ("GS Group" and, together with the Limited Partnerships, GS Advisors 2000, GS GmbH, GS oHG, GS Employee 2000 LLC and NH, the "Reporting Persons").

F2 · ownership.nature: On August 22, 2005, an additional 4,350,000 shares of Nalco Holding Company (the "Company") common stock (the "Common Stock") were sold in a registered public offering pursuant to the underwriters' exercise of their over-allotment option. Nalco LLC received all proceeds from this offering. The 13,589,911 shares reported herein as indirectly beneficially owned are beneficially owned directly by Nalco LLC and reflect the GS Funds' indirect beneficial ownership in the Company based on the membership interest in Nalco LLC held by the GS Funds. Affiliates of GS Group are the general partner, managing general partner, managing partner, manager or investment manager of the GS Funds. The membership interests in Nalco LLC are held by the GS Funds and affiliates of The Blackstone Group L.P. and Apollo Management, L.P. (together with the GS Funds, the "LLC Members"), as well as certain members of management of the Company.

F3 · ownership.nature: Because voting and dispositive decisions of Nalco LLC with respect to the Common Stock require the approval of at least two of the LLC Members, the GS Funds disclaim beneficial ownership of the Company's securities held by Nalco LLC. Nonetheless, the Reporting Persons are voluntarily reporting an indirect beneficial ownership in the Common Stock, as reflected herein. GS Advisors 2000 is the general partner of GSCP 2000 and GSCP Offshore 2000 and the manager of NH. GS GmbH is the managing partner of GSCP Germany 2000. GS oHG is the sole stockholder of GS GmbH. GS Employee 2000 LLC is the general partner of GSCP Employee 2000 and GS Direct 2000.

F4 · ownership.nature: The Reporting Persons disclaim beneficial ownership of all shares of Common Stock in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F6 · ownership.nature: Due to the electronic system's limitation of 10 Reporting Persons per joint filing this statement is being filed in duplicate.

SEC source: 0000769993-05-000517 · bbg4050818gsg_ex.xml · nonDerivative · entry 5

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

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GSCP 2000 Offshore BBOG Holding, L.P. · CIK 0001310096 · 10% owner

GSCP 2000 GmbH BBOG Holding, L.P. · CIK 0001310097 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

Stone Street BBOG Holding · CIK 0001310098 · 10% owner

GS ADVISORS 2000 LLC · CIK 0001232077 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 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: 6,415,356

F1 · ownership.nature: This statement is being filed by GS Capital Partners 2000, L.P. ("GSCP 2000"), GSCP 2000 Offshore BBOG Holding, L.P. ("GSCP Offshore BBOG"), GSCP 2000 GmbH BBOG Holding, L.P. ("GSCP Germany BBOG"), GS Capital Partners 2000 Employee Fund, L.P. ("GS Employee"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000"), Stone Street BBOG Holding ("Stone BBOG"), Stone Street Fund 2000, L.P. ("Stone 2000" and, together with GSCP 2000, GSCP Offshore BBOG, GSCP Germany BBOG, GS Employee, GS Direct 2000 and Stone BBOG, the "Investing Entities"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP Offshore 2000"), GSCP 2000 GmbH BBOG Holding I ("GSCP BBOG I"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany" ), Goldman, Sachs Management GP GmbH ("GS GmbH"), Goldman, Sachs & Co. oHG ("GS oHG"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee LLC"), (continued in footnote 2),

F2 · ownership.nature: Stone Street 2000, L.L.C. ("Stone 2000 GP"), The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and, together with the Investing Entities, GS Advisors 2000, GSCP Offshore 2000, GSCP BBOG I, GSCP Germany, GS GmbH, GS oHG, GS Employee LLC, Stone 2000 GP and GS Group, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F3 · ownership.nature: The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Without admitting any legal obligation, Goldman Sachs or an affiliate will remit appropriate profits, if any, to Bill Barrett Corporation (the "Company"). The Reporting Persons, other than GS Group, disclaim beneficial ownership of the shares beneficially owned directly by Goldman Sachs.

F4 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly in the aggregate 6,415,356 shares of the Company's common stock ("Common Stock") through the Investing Entities of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, investment manager or stockholder. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Goldman Sachs and GS Group disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.

F5 · ownership.nature: GSCP 2000 beneficially owns directly and its general partner, GS Advisors 2000, may be deemed to beneficially own indirectly 3,458,023 shares of Common Stock. GSCP Offshore BBOG beneficially owns directly and its general partner, GSCP Offshore 2000, and GS Advisors 2000, the general partner of GSCP Offshore 2000, may be deemed to beneficially own indirectly 1,256,512 shares of Common Stock. GSCP Germany BBOG beneficially owns directly and each of GSCP BBOG I, the general partner of GSCP Germany BBOG, GSCP Germany, the sole stockholder of GSCP BBOG I, GS GmbH , the sole managing partner of GSCP Germany and GS oHG, the sole stockholder of GS GmbH may be deemed to beneficially own indirectly 144,538 shares of Common Stock. GS Employee beneficially owns directly and its general partner, GS Employee LLC, may be deemed to beneficially own indirectly 1,098,043 shares of Common Stock.

F6 · ownership.nature: GS Direct 2000 beneficially owns directly and its general partner, GS Employee LLC, may be deemed to beneficially own indirectly 229,120 shares of Common Stock. Stone BBOG beneficially owns directly and its sole stockholder, Stone 2000, and Stone 2000 GP, the general partner of Stone 2000, may be deemed to beneficially own indirectly, 10,848 shares of Common Stock. Stone 2000 beneficially owns directly and its general partner, Stone 2000 GP, may be deemed to beneficially own indirectly 218,272 shares of Common Stock. Each of GS Advisors 2000, GSCP Offshore 2000, GSCP BBOG I, GSCP Germany, GS GmbH, GS oHG, GS Employee LLC, Stone 2000 and Stone 2000 GP, disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-05-000517 · bbg4050818gsg_ex.xml · nonDerivative · entry 4

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

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GSCP 2000 Offshore BBOG Holding, L.P. · CIK 0001310096 · 10% owner

GSCP 2000 GmbH BBOG Holding, L.P. · CIK 0001310097 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

Stone Street BBOG Holding · CIK 0001310098 · 10% owner

GS ADVISORS 2000 LLC · CIK 0001232077 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 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: 6,415,356

F1 · ownership.nature: This statement is being filed by GS Capital Partners 2000, L.P. ("GSCP 2000"), GSCP 2000 Offshore BBOG Holding, L.P. ("GSCP Offshore BBOG"), GSCP 2000 GmbH BBOG Holding, L.P. ("GSCP Germany BBOG"), GS Capital Partners 2000 Employee Fund, L.P. ("GS Employee"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000"), Stone Street BBOG Holding ("Stone BBOG"), Stone Street Fund 2000, L.P. ("Stone 2000" and, together with GSCP 2000, GSCP Offshore BBOG, GSCP Germany BBOG, GS Employee, GS Direct 2000 and Stone BBOG, the "Investing Entities"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP Offshore 2000"), GSCP 2000 GmbH BBOG Holding I ("GSCP BBOG I"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany" ), Goldman, Sachs Management GP GmbH ("GS GmbH"), Goldman, Sachs & Co. oHG ("GS oHG"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee LLC"), (continued in footnote 2),

F2 · ownership.nature: Stone Street 2000, L.L.C. ("Stone 2000 GP"), The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and, together with the Investing Entities, GS Advisors 2000, GSCP Offshore 2000, GSCP BBOG I, GSCP Germany, GS GmbH, GS oHG, GS Employee LLC, Stone 2000 GP and GS Group, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F3 · ownership.nature: The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Without admitting any legal obligation, Goldman Sachs or an affiliate will remit appropriate profits, if any, to Bill Barrett Corporation (the "Company"). The Reporting Persons, other than GS Group, disclaim beneficial ownership of the shares beneficially owned directly by Goldman Sachs.

F4 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly in the aggregate 6,415,356 shares of the Company's common stock ("Common Stock") through the Investing Entities of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, investment manager or stockholder. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Goldman Sachs and GS Group disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.

F5 · ownership.nature: GSCP 2000 beneficially owns directly and its general partner, GS Advisors 2000, may be deemed to beneficially own indirectly 3,458,023 shares of Common Stock. GSCP Offshore BBOG beneficially owns directly and its general partner, GSCP Offshore 2000, and GS Advisors 2000, the general partner of GSCP Offshore 2000, may be deemed to beneficially own indirectly 1,256,512 shares of Common Stock. GSCP Germany BBOG beneficially owns directly and each of GSCP BBOG I, the general partner of GSCP Germany BBOG, GSCP Germany, the sole stockholder of GSCP BBOG I, GS GmbH , the sole managing partner of GSCP Germany and GS oHG, the sole stockholder of GS GmbH may be deemed to beneficially own indirectly 144,538 shares of Common Stock. GS Employee beneficially owns directly and its general partner, GS Employee LLC, may be deemed to beneficially own indirectly 1,098,043 shares of Common Stock.

F6 · ownership.nature: GS Direct 2000 beneficially owns directly and its general partner, GS Employee LLC, may be deemed to beneficially own indirectly 229,120 shares of Common Stock. Stone BBOG beneficially owns directly and its sole stockholder, Stone 2000, and Stone 2000 GP, the general partner of Stone 2000, may be deemed to beneficially own indirectly, 10,848 shares of Common Stock. Stone 2000 beneficially owns directly and its general partner, Stone 2000 GP, may be deemed to beneficially own indirectly 218,272 shares of Common Stock. Each of GS Advisors 2000, GSCP Offshore 2000, GSCP BBOG I, GSCP Germany, GS GmbH, GS oHG, GS Employee LLC, Stone 2000 and Stone 2000 GP, disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-05-000517 · bbg4050818gsg_ex.xml · nonDerivative · entry 3

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

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GSCP 2000 Offshore BBOG Holding, L.P. · CIK 0001310096 · 10% owner

GSCP 2000 GmbH BBOG Holding, L.P. · CIK 0001310097 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

Stone Street BBOG Holding · CIK 0001310098 · 10% owner

GS ADVISORS 2000 LLC · CIK 0001232077 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 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: 6,415,356

F1 · ownership.nature: This statement is being filed by GS Capital Partners 2000, L.P. ("GSCP 2000"), GSCP 2000 Offshore BBOG Holding, L.P. ("GSCP Offshore BBOG"), GSCP 2000 GmbH BBOG Holding, L.P. ("GSCP Germany BBOG"), GS Capital Partners 2000 Employee Fund, L.P. ("GS Employee"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000"), Stone Street BBOG Holding ("Stone BBOG"), Stone Street Fund 2000, L.P. ("Stone 2000" and, together with GSCP 2000, GSCP Offshore BBOG, GSCP Germany BBOG, GS Employee, GS Direct 2000 and Stone BBOG, the "Investing Entities"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP Offshore 2000"), GSCP 2000 GmbH BBOG Holding I ("GSCP BBOG I"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany" ), Goldman, Sachs Management GP GmbH ("GS GmbH"), Goldman, Sachs & Co. oHG ("GS oHG"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee LLC"), (continued in footnote 2),

F2 · ownership.nature: Stone Street 2000, L.L.C. ("Stone 2000 GP"), The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and, together with the Investing Entities, GS Advisors 2000, GSCP Offshore 2000, GSCP BBOG I, GSCP Germany, GS GmbH, GS oHG, GS Employee LLC, Stone 2000 GP and GS Group, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F3 · ownership.nature: The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Without admitting any legal obligation, Goldman Sachs or an affiliate will remit appropriate profits, if any, to Bill Barrett Corporation (the "Company"). The Reporting Persons, other than GS Group, disclaim beneficial ownership of the shares beneficially owned directly by Goldman Sachs.

F4 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly in the aggregate 6,415,356 shares of the Company's common stock ("Common Stock") through the Investing Entities of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, investment manager or stockholder. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Goldman Sachs and GS Group disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.

F5 · ownership.nature: GSCP 2000 beneficially owns directly and its general partner, GS Advisors 2000, may be deemed to beneficially own indirectly 3,458,023 shares of Common Stock. GSCP Offshore BBOG beneficially owns directly and its general partner, GSCP Offshore 2000, and GS Advisors 2000, the general partner of GSCP Offshore 2000, may be deemed to beneficially own indirectly 1,256,512 shares of Common Stock. GSCP Germany BBOG beneficially owns directly and each of GSCP BBOG I, the general partner of GSCP Germany BBOG, GSCP Germany, the sole stockholder of GSCP BBOG I, GS GmbH , the sole managing partner of GSCP Germany and GS oHG, the sole stockholder of GS GmbH may be deemed to beneficially own indirectly 144,538 shares of Common Stock. GS Employee beneficially owns directly and its general partner, GS Employee LLC, may be deemed to beneficially own indirectly 1,098,043 shares of Common Stock.

F6 · ownership.nature: GS Direct 2000 beneficially owns directly and its general partner, GS Employee LLC, may be deemed to beneficially own indirectly 229,120 shares of Common Stock. Stone BBOG beneficially owns directly and its sole stockholder, Stone 2000, and Stone 2000 GP, the general partner of Stone 2000, may be deemed to beneficially own indirectly, 10,848 shares of Common Stock. Stone 2000 beneficially owns directly and its general partner, Stone 2000 GP, may be deemed to beneficially own indirectly 218,272 shares of Common Stock. Each of GS Advisors 2000, GSCP Offshore 2000, GSCP BBOG I, GSCP Germany, GS GmbH, GS oHG, GS Employee LLC, Stone 2000 and Stone 2000 GP, disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-05-000517 · bbg4050818gsg_ex.xml · nonDerivative · entry 2

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

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GSCP 2000 Offshore BBOG Holding, L.P. · CIK 0001310096 · 10% owner

GSCP 2000 GmbH BBOG Holding, L.P. · CIK 0001310097 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

Stone Street BBOG Holding · CIK 0001310098 · 10% owner

GS ADVISORS 2000 LLC · CIK 0001232077 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 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: 6,415,356

F1 · ownership.nature: This statement is being filed by GS Capital Partners 2000, L.P. ("GSCP 2000"), GSCP 2000 Offshore BBOG Holding, L.P. ("GSCP Offshore BBOG"), GSCP 2000 GmbH BBOG Holding, L.P. ("GSCP Germany BBOG"), GS Capital Partners 2000 Employee Fund, L.P. ("GS Employee"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000"), Stone Street BBOG Holding ("Stone BBOG"), Stone Street Fund 2000, L.P. ("Stone 2000" and, together with GSCP 2000, GSCP Offshore BBOG, GSCP Germany BBOG, GS Employee, GS Direct 2000 and Stone BBOG, the "Investing Entities"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP Offshore 2000"), GSCP 2000 GmbH BBOG Holding I ("GSCP BBOG I"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany" ), Goldman, Sachs Management GP GmbH ("GS GmbH"), Goldman, Sachs & Co. oHG ("GS oHG"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee LLC"), (continued in footnote 2),

F2 · ownership.nature: Stone Street 2000, L.L.C. ("Stone 2000 GP"), The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and, together with the Investing Entities, GS Advisors 2000, GSCP Offshore 2000, GSCP BBOG I, GSCP Germany, GS GmbH, GS oHG, GS Employee LLC, Stone 2000 GP and GS Group, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F3 · ownership.nature: The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Without admitting any legal obligation, Goldman Sachs or an affiliate will remit appropriate profits, if any, to Bill Barrett Corporation (the "Company"). The Reporting Persons, other than GS Group, disclaim beneficial ownership of the shares beneficially owned directly by Goldman Sachs.

F4 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly in the aggregate 6,415,356 shares of the Company's common stock ("Common Stock") through the Investing Entities of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, investment manager or stockholder. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Goldman Sachs and GS Group disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.

F5 · ownership.nature: GSCP 2000 beneficially owns directly and its general partner, GS Advisors 2000, may be deemed to beneficially own indirectly 3,458,023 shares of Common Stock. GSCP Offshore BBOG beneficially owns directly and its general partner, GSCP Offshore 2000, and GS Advisors 2000, the general partner of GSCP Offshore 2000, may be deemed to beneficially own indirectly 1,256,512 shares of Common Stock. GSCP Germany BBOG beneficially owns directly and each of GSCP BBOG I, the general partner of GSCP Germany BBOG, GSCP Germany, the sole stockholder of GSCP BBOG I, GS GmbH , the sole managing partner of GSCP Germany and GS oHG, the sole stockholder of GS GmbH may be deemed to beneficially own indirectly 144,538 shares of Common Stock. GS Employee beneficially owns directly and its general partner, GS Employee LLC, may be deemed to beneficially own indirectly 1,098,043 shares of Common Stock.

F6 · ownership.nature: GS Direct 2000 beneficially owns directly and its general partner, GS Employee LLC, may be deemed to beneficially own indirectly 229,120 shares of Common Stock. Stone BBOG beneficially owns directly and its sole stockholder, Stone 2000, and Stone 2000 GP, the general partner of Stone 2000, may be deemed to beneficially own indirectly, 10,848 shares of Common Stock. Stone 2000 beneficially owns directly and its general partner, Stone 2000 GP, may be deemed to beneficially own indirectly 218,272 shares of Common Stock. Each of GS Advisors 2000, GSCP Offshore 2000, GSCP BBOG I, GSCP Germany, GS GmbH, GS oHG, GS Employee LLC, Stone 2000 and Stone 2000 GP, disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-05-000517 · bbg4050818gsg_ex.xml · nonDerivative · entry 1

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

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GSCP 2000 Offshore BBOG Holding, L.P. · CIK 0001310096 · 10% owner

GSCP 2000 GmbH BBOG Holding, L.P. · CIK 0001310097 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

Stone Street BBOG Holding · CIK 0001310098 · 10% owner

GS ADVISORS 2000 LLC · CIK 0001232077 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 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: 6,415,356

F1 · ownership.nature: This statement is being filed by GS Capital Partners 2000, L.P. ("GSCP 2000"), GSCP 2000 Offshore BBOG Holding, L.P. ("GSCP Offshore BBOG"), GSCP 2000 GmbH BBOG Holding, L.P. ("GSCP Germany BBOG"), GS Capital Partners 2000 Employee Fund, L.P. ("GS Employee"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000"), Stone Street BBOG Holding ("Stone BBOG"), Stone Street Fund 2000, L.P. ("Stone 2000" and, together with GSCP 2000, GSCP Offshore BBOG, GSCP Germany BBOG, GS Employee, GS Direct 2000 and Stone BBOG, the "Investing Entities"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP Offshore 2000"), GSCP 2000 GmbH BBOG Holding I ("GSCP BBOG I"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany" ), Goldman, Sachs Management GP GmbH ("GS GmbH"), Goldman, Sachs & Co. oHG ("GS oHG"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee LLC"), (continued in footnote 2),

F2 · ownership.nature: Stone Street 2000, L.L.C. ("Stone 2000 GP"), The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and, together with the Investing Entities, GS Advisors 2000, GSCP Offshore 2000, GSCP BBOG I, GSCP Germany, GS GmbH, GS oHG, GS Employee LLC, Stone 2000 GP and GS Group, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F3 · ownership.nature: The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Without admitting any legal obligation, Goldman Sachs or an affiliate will remit appropriate profits, if any, to Bill Barrett Corporation (the "Company"). The Reporting Persons, other than GS Group, disclaim beneficial ownership of the shares beneficially owned directly by Goldman Sachs.

F4 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly in the aggregate 6,415,356 shares of the Company's common stock ("Common Stock") through the Investing Entities of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, investment manager or stockholder. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Goldman Sachs and GS Group disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.

F5 · ownership.nature: GSCP 2000 beneficially owns directly and its general partner, GS Advisors 2000, may be deemed to beneficially own indirectly 3,458,023 shares of Common Stock. GSCP Offshore BBOG beneficially owns directly and its general partner, GSCP Offshore 2000, and GS Advisors 2000, the general partner of GSCP Offshore 2000, may be deemed to beneficially own indirectly 1,256,512 shares of Common Stock. GSCP Germany BBOG beneficially owns directly and each of GSCP BBOG I, the general partner of GSCP Germany BBOG, GSCP Germany, the sole stockholder of GSCP BBOG I, GS GmbH , the sole managing partner of GSCP Germany and GS oHG, the sole stockholder of GS GmbH may be deemed to beneficially own indirectly 144,538 shares of Common Stock. GS Employee beneficially owns directly and its general partner, GS Employee LLC, may be deemed to beneficially own indirectly 1,098,043 shares of Common Stock.

F6 · ownership.nature: GS Direct 2000 beneficially owns directly and its general partner, GS Employee LLC, may be deemed to beneficially own indirectly 229,120 shares of Common Stock. Stone BBOG beneficially owns directly and its sole stockholder, Stone 2000, and Stone 2000 GP, the general partner of Stone 2000, may be deemed to beneficially own indirectly, 10,848 shares of Common Stock. Stone 2000 beneficially owns directly and its general partner, Stone 2000 GP, may be deemed to beneficially own indirectly 218,272 shares of Common Stock. Each of GS Advisors 2000, GSCP Offshore 2000, GSCP BBOG I, GSCP Germany, GS GmbH, GS oHG, GS Employee LLC, Stone 2000 and Stone 2000 GP, disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0001005477-05-002886 · edgar123.xml · nonDerivative · entry 1

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

GOLDMAN SACHS MANAGEMENT GP GMBH · CIK 0001232073 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

GS ADVISORS 2000 LLC · CIK 0001232077 · 10% owner

GS EMPLOYEE FUNDS 2000 GP LLC · CIK 0001232086 · 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: 14,702,701

F6 · price: Represents price to public in an underwritten public offering.

F1 · ownership.nature: This statement is being filed by GS Capital Partners 2000, L.P. ("GSCP 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP Offshore 2000"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany 2000"), GS Capital Partners 2000 Employee Fund, L.P. ("GSCP Employee 2000"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000" and, together with GSCP 2000, GSCP Offshore 2000, GSCP Germany 2000 and GSCP Employee 2000, the "Limited Partnerships"), NH Acquisition LLC ("NH" and, together with the Limited Partnerships, the "GS Funds"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), Goldman, Sachs Management GP GmbH ("GS GmbH"), Goldman, Sachs & Co. oHG ("GS oHG"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000 LLC"), and The Goldman Sachs Group, Inc. ("GS Group" and, together with the Limited Partnerships, GS Advisors 2000, GS GmbH, GS oHG, GS Employee 2000 LLC and NH, the "Reporting Persons").

F2 · ownership.nature: On August 17, 2005, a registered public offering of 29,000,000 shares of Nalco Holding Company (the "Company") common stock (the "Common Stock") was completed. Nalco LLC (the selling stockholder) received all proceeds from this offering. The 14,702,701 shares reported herein as indirectly beneficially owned are beneficially owned directly by Nalco LLC and reflects the GS Funds indirect beneficial ownership in the Company based on the membership interest in Nalco LLC held by the GS Funds. Affiliates of GS Group are the general partner, managing general partner, managing partner, manager or investment manager of the GS Funds. (Continued in footnote (3))

F3 · ownership.nature: (Continued from footnote (2)) The membership interests in Nalco LLC are held by the GS Funds and affiliates of The Blackstone Group L.P. and Apollo Management, L.P. (together with the GS Funds, the "LLC Members"), as well as certain members of management of the Company.

F4 · ownership.nature: Because voting and dispositive decisions of Nalco LLC with respect to the Common Stock require the approval of at least two of the LLC Members, the GS Funds disclaim beneficial ownership of the Company's securities held by Nalco LLC. Nonetheless, the Reporting Persons are voluntarily reporting an indirect beneficial ownership in the Common Stock, as reflected herein. GS Advisors 2000 is the general partner of GSCP 2000 and GSCP Offshore 2000 and the manager of NH. GS GmbH is the managing partner of GSCP Germany 2000. GS oHG is the sole stockholder of GS GmbH. GS Employee 2000 LLC is the general partner of GSCP Employee 2000 and GS Direct 2000.

F5 · ownership.nature: The Reporting Persons disclaim beneficial ownership of all shares of Common Stock in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F7 · ownership.nature: Due to the electronic system's limitation of 10 Reporting Persons per joint filing this statement is being filed in duplicate.

SEC source: 0000895345-05-000841 · rs4-hexcel_goldmangroupex.xml · derivative · entry 4

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GOLDMAN SACHS & CO OHG · CIK 0001031766 · 10% owner

GOLDMAN SACHS MANAGEMENT GP GMBH · CIK 0001232073 · 10% owner

GS EMPLOYEE FUNDS 2000 GP LLC · CIK 0001232086 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 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: Common Stock · 3,072,830 shares

Expires 2010-01-22

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.

F4 · derivative.exercise_price: The conversion rates of both the Series A Preferred Stock and the Series B Preferred Stock are determined using a conversion price of $3.00 (subject to adjustment in certain circumstances as specified in the applicable Certificates of Designations relating to such series of preferred stock). On this basis, (i) each share of Series A Preferred Stock is convertible into a number of shares of Common Stock equal to $1,000/$3.00 and (ii) each share of Series B Preferred Stock is convertible into a number of shares of Common Stock equal to $195.618/$3.00.

F3 · price: On August 9, 2005, immediately prior to the consummation of the registered public offering of shares of Hexcel Corporation (the "Company") common stock, par value $0.01 per share (the "Common Stock"), pursuant to the final prospectus filed by the Company on August 4, 2005 pursuant to Rule 424(b) of the Securities Act of 1933, as amended, which offering was consummated on August 9, 2005 (the "August 2005 Offering"), the Limited Partnerships converted (i) an aggregate of 4,801 shares of Series A Convertible Preferred Stock, without par value (the "Series A Preferred Stock"), of the Company into an aggregate of 1,600,332 shares of Common Stock and (ii) an aggregate of 47,125 shares of Series B Convertible Preferred Stock, without par value (the "Series B Preferred Stock"), of the Company into an aggregate of 3,072,830 shares of Common Stock (the "Conversion").

F4 · price: The conversion rates of both the Series A Preferred Stock and the Series B Preferred Stock are determined using a conversion price of $3.00 (subject to adjustment in certain circumstances as specified in the applicable Certificates of Designations relating to such series of preferred stock). On this basis, (i) each share of Series A Preferred Stock is convertible into a number of shares of Common Stock equal to $1,000/$3.00 and (ii) each share of Series B Preferred Stock is convertible into a number of shares of Common Stock equal to $195.618/$3.00.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Advisors 2000, L.L.C. ("GS Advisors"), Goldman, Sachs & Co. oHG ("GS oHG"), Goldman, Sachs Management GP GmbH ("GS GmbH"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000"), Stone Street 2000, L.L.C. ("Stone 2000"), GS Capital Partners 2000, L.P. ("GS Capital"), GS Capital Partners 2000 Offshore, L.P. ("GS Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GS Germany"), GS Capital Partners 2000 Employee Fund, L.P. ("GS Employee"), Stone Street Fund 2000, L.P. ("Stone Street" and, together with GS Capital, GS Offshore, GS Germany and GS Employee, the "Limited Partnerships"), LXH Holdings Corp. ("LXH Corp."), LXH Holdings, L.P. ("LXH L.P."), LXH, L.L.C. ("LXH"), and LXH II, L.L.C. ("LXH II" and, together with LXH, the "LXH Entities"), (continued in next footnote)

F2 · ownership.nature: (GS Group, Goldman Sachs, GS Advisors, GS oHG, GS GmbH, GS Employee 2000, Stone 2000, the Limited Partnerships, LXH Corp., LXH L.P., and the LXH Entities, collectively, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F16 · ownership.nature: As a result of the Conversion, the Reporting Persons no longer beneficially own, directly or indirectly, any shares of Series B Preferred Stock.

SEC source: 0000895345-05-000841 · rs4-hexcel_goldmangroupex.xml · derivative · entry 3

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GOLDMAN SACHS & CO OHG · CIK 0001031766 · 10% owner

GOLDMAN SACHS MANAGEMENT GP GMBH · CIK 0001232073 · 10% owner

GS EMPLOYEE FUNDS 2000 GP LLC · CIK 0001232086 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 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: 42,324

Underlying: Common Stock · 1,600,332 shares

Expires 2010-01-22

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.

F4 · derivative.exercise_price: The conversion rates of both the Series A Preferred Stock and the Series B Preferred Stock are determined using a conversion price of $3.00 (subject to adjustment in certain circumstances as specified in the applicable Certificates of Designations relating to such series of preferred stock). On this basis, (i) each share of Series A Preferred Stock is convertible into a number of shares of Common Stock equal to $1,000/$3.00 and (ii) each share of Series B Preferred Stock is convertible into a number of shares of Common Stock equal to $195.618/$3.00.

F3 · price: On August 9, 2005, immediately prior to the consummation of the registered public offering of shares of Hexcel Corporation (the "Company") common stock, par value $0.01 per share (the "Common Stock"), pursuant to the final prospectus filed by the Company on August 4, 2005 pursuant to Rule 424(b) of the Securities Act of 1933, as amended, which offering was consummated on August 9, 2005 (the "August 2005 Offering"), the Limited Partnerships converted (i) an aggregate of 4,801 shares of Series A Convertible Preferred Stock, without par value (the "Series A Preferred Stock"), of the Company into an aggregate of 1,600,332 shares of Common Stock and (ii) an aggregate of 47,125 shares of Series B Convertible Preferred Stock, without par value (the "Series B Preferred Stock"), of the Company into an aggregate of 3,072,830 shares of Common Stock (the "Conversion").

F4 · price: The conversion rates of both the Series A Preferred Stock and the Series B Preferred Stock are determined using a conversion price of $3.00 (subject to adjustment in certain circumstances as specified in the applicable Certificates of Designations relating to such series of preferred stock). On this basis, (i) each share of Series A Preferred Stock is convertible into a number of shares of Common Stock equal to $1,000/$3.00 and (ii) each share of Series B Preferred Stock is convertible into a number of shares of Common Stock equal to $195.618/$3.00.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Advisors 2000, L.L.C. ("GS Advisors"), Goldman, Sachs & Co. oHG ("GS oHG"), Goldman, Sachs Management GP GmbH ("GS GmbH"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000"), Stone Street 2000, L.L.C. ("Stone 2000"), GS Capital Partners 2000, L.P. ("GS Capital"), GS Capital Partners 2000 Offshore, L.P. ("GS Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GS Germany"), GS Capital Partners 2000 Employee Fund, L.P. ("GS Employee"), Stone Street Fund 2000, L.P. ("Stone Street" and, together with GS Capital, GS Offshore, GS Germany and GS Employee, the "Limited Partnerships"), LXH Holdings Corp. ("LXH Corp."), LXH Holdings, L.P. ("LXH L.P."), LXH, L.L.C. ("LXH"), and LXH II, L.L.C. ("LXH II" and, together with LXH, the "LXH Entities"), (continued in next footnote)

F2 · ownership.nature: (GS Group, Goldman Sachs, GS Advisors, GS oHG, GS GmbH, GS Employee 2000, Stone 2000, the Limited Partnerships, LXH Corp., LXH L.P., and the LXH Entities, collectively, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F12 · ownership.nature: GS Group and Goldman Sachs may be deemed to beneficially own indirectly 42,324 shares of Series A Preferred Stock by reason of the beneficial ownership of such shares by the Limited Partnerships. GS Capital may be deemed to beneficially own directly 24,104.74 shares of Series A Preferred Stock. GS Offshore may be deemed to beneficially own directly 8,758.176 shares of Series A Preferred Stock. GS Germany may be deemed to beneficially own directly 1,007.799 shares of Series A Preferred Stock. GS Employee may be deemed to beneficially own directly 7,658.45 shares of Series A Preferred Stock. Stone Street may be deemed to beneficially own directly 794.835 shares of Series A Preferred Stock. (continued in next footnote)

F13 · ownership.nature: Affiliates of GS Group and Goldman Sachs are the general partners or managing partners of the Limited Partnerships. Goldman Sachs is the investment manager of the Limited Partnerships. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the shares of Series A Preferred Stock owned beneficially and directly by the Limited Partnerships, except to the extent of their pecuniary interest therein.

F14 · ownership.nature: GS Advisors may be deemed to beneficially own indirectly an aggregate of (i) 24,104.74 shares of Series A Preferred Stock by reason of GS Capital's beneficial ownership of such shares and (ii) an aggregate of 8,758.176 shares of Series A Preferred Stock by reason of GS Offshore's beneficial ownership of such shares. GS Advisors disclaims beneficial ownership of the shares of Series A Preferred Stock reported herein except to the extent of its pecuniary interest therein. Each of GS GmbH and GS oHG may be deemed to beneficially own indirectly an aggregate of 1,007.799 shares of Series A Preferred Stock by reason of GS Germany's beneficial ownership of such shares. Each of GS GmbH and GS oHG disclaims beneficial ownership of the shares of Series A Preferred Stock reported herein except to the extent of its pecuniary interest therein.

F15 · ownership.nature: GS Employee 2000 may be deemed to beneficially own indirectly an aggregate of 7,658.45 shares of Series A Preferred Stock by reason of GS Employee's beneficial ownership of such shares. GS Employee 2000 disclaims beneficial ownership of the shares of Series A Preferred Stock reported herein except to the extent of its pecuniary interest therein. Stone 2000 may be deemed to beneficially own indirectly an aggregate of 794.835 shares of Series A Preferred Stock by reason of Stone Street's beneficial ownership of such shares. Stone 2000 disclaims beneficial ownership of the shares of Series A Preferred Stock reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000895345-05-000841 · rs4-hexcel_goldmangroupex.xml · nonDerivative · entry 2

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GOLDMAN SACHS & CO OHG · CIK 0001031766 · 10% owner

GOLDMAN SACHS MANAGEMENT GP GMBH · CIK 0001232073 · 10% owner

GS EMPLOYEE FUNDS 2000 GP LLC · CIK 0001232086 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 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: 6,260

F5 · shares: Pursuant to an Underwriting Agreement, dated August 3, 2005, and in connection with the consummation of the August 2005 Offering, the LXH Entities and the Limited Partnerships sold an aggregate of 8,098,002 shares of Common Stock, consisting of 2,661,379 shares of Common Stock sold by GS Capital, 967,233 shares of Common Stock sold by GS Offshore, 111,148 shares of Common Stock sold by GS Germany, 845,706 shares of Common Stock sold by GS Employee, 87,696 shares of Common Stock sold by Stone Street, 1,950,523 shares of Common Stock sold by LXH and 1,474,317 shares of Common Stock sold by LXH II.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Advisors 2000, L.L.C. ("GS Advisors"), Goldman, Sachs & Co. oHG ("GS oHG"), Goldman, Sachs Management GP GmbH ("GS GmbH"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000"), Stone Street 2000, L.L.C. ("Stone 2000"), GS Capital Partners 2000, L.P. ("GS Capital"), GS Capital Partners 2000 Offshore, L.P. ("GS Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GS Germany"), GS Capital Partners 2000 Employee Fund, L.P. ("GS Employee"), Stone Street Fund 2000, L.P. ("Stone Street" and, together with GS Capital, GS Offshore, GS Germany and GS Employee, the "Limited Partnerships"), LXH Holdings Corp. ("LXH Corp."), LXH Holdings, L.P. ("LXH L.P."), LXH, L.L.C. ("LXH"), and LXH II, L.L.C. ("LXH II" and, together with LXH, the "LXH Entities"), (continued in next footnote)

F2 · ownership.nature: (GS Group, Goldman Sachs, GS Advisors, GS oHG, GS GmbH, GS Employee 2000, Stone 2000, the Limited Partnerships, LXH Corp., LXH L.P., and the LXH Entities, collectively, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F6 · ownership.nature: GS Group and Goldman Sachs may be deemed to beneficially own indirectly 74 shares of Common Stock by reason of the beneficial ownership of such shares by the LXH Entities. LXH may be deemed to beneficially own directly 42 shares of Common Stock. LXH II may be deemed to beneficially own directly 32 shares of Common Stock. In addition, GS Group may be deemed to beneficially own 6,186 shares of Common Stock which were granted pursuant to the Hexcel Corporation 2003 Incentive Stock Plan, consisting of 3,093 shares of phantom stock granted to each of Sanjeev K. Mehra, a managing director of Goldman Sachs, and Peter M. Sacerdote, an advisory director of Goldman Sachs, in their capacity as directors of the Company.

F7 · ownership.nature: Affiliates of GS Group and Goldman Sachs are the members or managing members of the LXH Entities. Affiliates of GS Group and Goldman Sachs are the general partners or managing partners of the Limited Partnerships. Goldman Sachs is the investment manager of the Limited Partnerships. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the shares of Common Stock owned beneficially and directly by the LXH Entities and owned beneficially and indirectly by the Limited Partnerships, except to the extent of their pecuniary interest therein.

F8 · ownership.nature: Each of (i) GS Capital, the managing member of LXH, the managing general partner of LXH L.P. and the sole stockholder of LXH Corp., and (ii) GS Advisors, the general partner of GS Capital, may be deemed to beneficially own indirectly an aggregate of 42 shares of Common Stock by reason of LXH's beneficial ownership of such shares. Each of GS Capital and GS Advisors disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein. LXH Corp., the limited partner of LXH L.P., may be deemed to beneficially own indirectly 1.45 shares of Common Stock by reason of LXH's beneficial ownership of such shares. LXH Corp. disclaims beneficial ownership of the shares of Common Stock described herein except to the extent of its pecuniary interest therein.

F9 · ownership.nature: LXH L.P., a member of LXH, may be deemed to beneficially own indirectly 1.69 shares of Common Stock by reason of LXH's beneficial ownership of such shares. LXH L.P. disclaims beneficial ownership of the shares of Common Stock described herein except to the extent of its pecuniary interest therein. LXH may be deemed to beneficially own directly 42 shares of Common Stock. Each of (i) GS Offshore, the managing member of LXH II, and (ii) GS Advisors, the general partner of GS Offshore, may be deemed to beneficially own indirectly 15 shares of Common Stock by reason of LXH II's beneficial ownership of such shares. Each of GS Offshore and GS Advisors disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein.

F10 · ownership.nature: Each of (i) GS Germany, a member of LXH II, (ii) GS GmbH, the sole managing partner of GS Germany, and (iii) GS oHG, the sole stockholder of GS GmbH, may be deemed to beneficially own indirectly 2 shares of Common Stock by reason of LXH II's beneficial ownership of such shares. Each of GS Germany, GS GmbH and GS oHG disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein. Each of (i) GS Employee, a member of LXH II and (ii) GS Employee 2000, the general partner of GS Employee, may be deemed to beneficially own indirectly 14 shares of Common Stock by reason of LXH II's beneficial ownership of such shares. Each of GS Employee and GS Employee 2000 disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein.

F11 · ownership.nature: Each of (i) Stone Street, a member of LXH II and (ii) Stone 2000, the general partner of Stone Street, may be deemed to beneficially own indirectly 1 share of Common Stock by reason of LXH II's beneficial ownership of such shares. Each of Stone Street and Stone 2000 disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000895345-05-000841 · rs4-hexcel_goldmangroupex.xml · nonDerivative · entry 1

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GOLDMAN SACHS & CO OHG · CIK 0001031766 · 10% owner

GOLDMAN SACHS MANAGEMENT GP GMBH · CIK 0001232073 · 10% owner

GS EMPLOYEE FUNDS 2000 GP LLC · CIK 0001232086 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 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: 8,104,262

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.

F3 · shares: On August 9, 2005, immediately prior to the consummation of the registered public offering of shares of Hexcel Corporation (the "Company") common stock, par value $0.01 per share (the "Common Stock"), pursuant to the final prospectus filed by the Company on August 4, 2005 pursuant to Rule 424(b) of the Securities Act of 1933, as amended, which offering was consummated on August 9, 2005 (the "August 2005 Offering"), the Limited Partnerships converted (i) an aggregate of 4,801 shares of Series A Convertible Preferred Stock, without par value (the "Series A Preferred Stock"), of the Company into an aggregate of 1,600,332 shares of Common Stock and (ii) an aggregate of 47,125 shares of Series B Convertible Preferred Stock, without par value (the "Series B Preferred Stock"), of the Company into an aggregate of 3,072,830 shares of Common Stock (the "Conversion").

F4 · shares: The conversion rates of both the Series A Preferred Stock and the Series B Preferred Stock are determined using a conversion price of $3.00 (subject to adjustment in certain circumstances as specified in the applicable Certificates of Designations relating to such series of preferred stock). On this basis, (i) each share of Series A Preferred Stock is convertible into a number of shares of Common Stock equal to $1,000/$3.00 and (ii) each share of Series B Preferred Stock is convertible into a number of shares of Common Stock equal to $195.618/$3.00.

F4 · price: The conversion rates of both the Series A Preferred Stock and the Series B Preferred Stock are determined using a conversion price of $3.00 (subject to adjustment in certain circumstances as specified in the applicable Certificates of Designations relating to such series of preferred stock). On this basis, (i) each share of Series A Preferred Stock is convertible into a number of shares of Common Stock equal to $1,000/$3.00 and (ii) each share of Series B Preferred Stock is convertible into a number of shares of Common Stock equal to $195.618/$3.00.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Advisors 2000, L.L.C. ("GS Advisors"), Goldman, Sachs & Co. oHG ("GS oHG"), Goldman, Sachs Management GP GmbH ("GS GmbH"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000"), Stone Street 2000, L.L.C. ("Stone 2000"), GS Capital Partners 2000, L.P. ("GS Capital"), GS Capital Partners 2000 Offshore, L.P. ("GS Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GS Germany"), GS Capital Partners 2000 Employee Fund, L.P. ("GS Employee"), Stone Street Fund 2000, L.P. ("Stone Street" and, together with GS Capital, GS Offshore, GS Germany and GS Employee, the "Limited Partnerships"), LXH Holdings Corp. ("LXH Corp."), LXH Holdings, L.P. ("LXH L.P."), LXH, L.L.C. ("LXH"), and LXH II, L.L.C. ("LXH II" and, together with LXH, the "LXH Entities"), (continued in next footnote)

F2 · ownership.nature: (GS Group, Goldman Sachs, GS Advisors, GS oHG, GS GmbH, GS Employee 2000, Stone 2000, the Limited Partnerships, LXH Corp., LXH L.P., and the LXH Entities, collectively, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F6 · ownership.nature: GS Group and Goldman Sachs may be deemed to beneficially own indirectly 74 shares of Common Stock by reason of the beneficial ownership of such shares by the LXH Entities. LXH may be deemed to beneficially own directly 42 shares of Common Stock. LXH II may be deemed to beneficially own directly 32 shares of Common Stock. In addition, GS Group may be deemed to beneficially own 6,186 shares of Common Stock which were granted pursuant to the Hexcel Corporation 2003 Incentive Stock Plan, consisting of 3,093 shares of phantom stock granted to each of Sanjeev K. Mehra, a managing director of Goldman Sachs, and Peter M. Sacerdote, an advisory director of Goldman Sachs, in their capacity as directors of the Company.

F7 · ownership.nature: Affiliates of GS Group and Goldman Sachs are the members or managing members of the LXH Entities. Affiliates of GS Group and Goldman Sachs are the general partners or managing partners of the Limited Partnerships. Goldman Sachs is the investment manager of the Limited Partnerships. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the shares of Common Stock owned beneficially and directly by the LXH Entities and owned beneficially and indirectly by the Limited Partnerships, except to the extent of their pecuniary interest therein.

F8 · ownership.nature: Each of (i) GS Capital, the managing member of LXH, the managing general partner of LXH L.P. and the sole stockholder of LXH Corp., and (ii) GS Advisors, the general partner of GS Capital, may be deemed to beneficially own indirectly an aggregate of 42 shares of Common Stock by reason of LXH's beneficial ownership of such shares. Each of GS Capital and GS Advisors disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein. LXH Corp., the limited partner of LXH L.P., may be deemed to beneficially own indirectly 1.45 shares of Common Stock by reason of LXH's beneficial ownership of such shares. LXH Corp. disclaims beneficial ownership of the shares of Common Stock described herein except to the extent of its pecuniary interest therein.

F9 · ownership.nature: LXH L.P., a member of LXH, may be deemed to beneficially own indirectly 1.69 shares of Common Stock by reason of LXH's beneficial ownership of such shares. LXH L.P. disclaims beneficial ownership of the shares of Common Stock described herein except to the extent of its pecuniary interest therein. LXH may be deemed to beneficially own directly 42 shares of Common Stock. Each of (i) GS Offshore, the managing member of LXH II, and (ii) GS Advisors, the general partner of GS Offshore, may be deemed to beneficially own indirectly 15 shares of Common Stock by reason of LXH II's beneficial ownership of such shares. Each of GS Offshore and GS Advisors disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein.

F10 · ownership.nature: Each of (i) GS Germany, a member of LXH II, (ii) GS GmbH, the sole managing partner of GS Germany, and (iii) GS oHG, the sole stockholder of GS GmbH, may be deemed to beneficially own indirectly 2 shares of Common Stock by reason of LXH II's beneficial ownership of such shares. Each of GS Germany, GS GmbH and GS oHG disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein. Each of (i) GS Employee, a member of LXH II and (ii) GS Employee 2000, the general partner of GS Employee, may be deemed to beneficially own indirectly 14 shares of Common Stock by reason of LXH II's beneficial ownership of such shares. Each of GS Employee and GS Employee 2000 disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein.

F11 · ownership.nature: Each of (i) Stone Street, a member of LXH II and (ii) Stone 2000, the general partner of Stone Street, may be deemed to beneficially own indirectly 1 share of Common Stock by reason of LXH II's beneficial ownership of such shares. Each of Stone Street and Stone 2000 disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000895345-05-000594 · rs4-hexcel_goldmangroupex.xml · nonDerivative · entry 1

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GOLDMAN SACHS & CO OHG · CIK 0001031766 · 10% owner

GOLDMAN SACHS MANAGEMENT GP GMBH · CIK 0001232073 · 10% owner

GS EMPLOYEE FUNDS 2000 GP LLC · CIK 0001232086 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 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: 3,431,100

F3 · shares: The 3,006 shares of Hexcel Corporation (the "Company") common stock ("Common Stock") were granted pursuant to the Hexcel Corporation 2003 Incentive Stock Plan, consisting of 1,503 shares of phantom stock granted to each of Sanjeev K. Mehra, a managing director of Goldman Sachs, and Peter M. Sacerdote, an advisory director of Goldman Sachs (together with Sanjeev K. Mehra, the "GS Directors"), in their capacity as directors of the Company. Each of the GS Directors has an understanding with GS Group pursuant to which he holds such shares for the benefit of GS Group.

F3 · price: The 3,006 shares of Hexcel Corporation (the "Company") common stock ("Common Stock") were granted pursuant to the Hexcel Corporation 2003 Incentive Stock Plan, consisting of 1,503 shares of phantom stock granted to each of Sanjeev K. Mehra, a managing director of Goldman Sachs, and Peter M. Sacerdote, an advisory director of Goldman Sachs (together with Sanjeev K. Mehra, the "GS Directors"), in their capacity as directors of the Company. Each of the GS Directors has an understanding with GS Group pursuant to which he holds such shares for the benefit of GS Group.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Advisors 2000, L.L.C. ("GS Advisors"), Goldman, Sachs & Co. oHG ("GS oHG"), Goldman, Sachs Management GP GmbH ("GS GmbH"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000"), Stone Street 2000, L.L.C. ("Stone 2000"), GS Capital Partners 2000, L.P. ("GS Capital"), GS Capital Partners 2000 Offshore, L.P. ("GS Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GS Germany"), GS Capital Partners 2000 Employee Fund, L.P. ("GS Employee"), Stone Street Fund 2000, L.P. ("Stone Street" and, together with GS Capital, GS Offshore, GS Germany and GS Employee, the "Limited Partnerships"), LXH Holdings Corp. ("LXH Corp."), LXH Holdings, L.P. ("LXH L.P."), LXH, L.L.C. ("LXH"), and LXH II, L.L.C. ("LXH II" and, together with LXH, the "LXH Entities"), (continued in next footnote)

F2 · ownership.nature: (GS Group, Goldman Sachs, GS Advisors, GS oHG, GS GmbH, GS Employee 2000, Stone 2000, the Limited Partnerships, LXH Corp., LXH L.P., and the LXH Entities, collectively, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F4 · ownership.nature: GS Group may be deemed to beneficially own the 3,006 shares of Common Stock granted pursuant to the Hexcel Corporation 2003 Incentive Stock Plan, consisting of 1,503 shares of phantom stock granted to each of the GS Directors in their capacity as directors of the Company. Each grant of 1,503 shares vests in three equal installments on the grant date, which was May 19, 2005, and on the first and second anniversaries of the grant date and converts into an equal number of shares of Common Stock on the second anniversary of the grant date, unless the grantee elects to defer conversion until such time as the grantee ceases to be a director of the Company. Vesting and conversion are subject to certain acceleration and termination provisions.

F5 · ownership.nature: GS Group and Goldman Sachs may be deemed to beneficially own indirectly 3,424,914 shares of Common Stock by reason of the beneficial ownership of such shares by the LXH Entities. LXH may be deemed to own beneficially and directly 1,950,565 shares of Common Stock. LXH II may be deemed to own beneficially and directly 1,474,349 shares of Common Stock. In addition, GS Group may be deemed to beneficially own 3,180 shares of Common Stock which were granted pursuant to the Hexcel Corporation 2003 Incentive Stock Plan, consisting of 1,590 shares of phantom stock granted to each of the GS Directors in their capacity as directors of the Company.

F6 · ownership.nature: Affiliates of GS Group and Goldman Sachs are the members or managing members of the LXH Entities. Affiliates of GS Group and Goldman Sachs are the general partners or managing partners of the Limited Partnerships. Goldman Sachs is the investment manager of the Limited Partnerships. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities owned beneficially and directly by the LXH Entities and owned beneficially and indirectly by the Limited Partnerships, except to the extent of their pecuniary interest therein.

F7 · ownership.nature: Each of (i) GS Capital, the managing member of LXH, the managing general partner of LXH L.P. and the sole stockholder of LXH Corp., and (ii) GS Advisors, the general partner of GS Capital, may be deemed to own beneficially and indirectly an aggregate of 1,950,565 shares of Common Stock by reason of LXH's beneficial ownership of such shares. Each of GS Capital and GS Advisors disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. LXH Corp., the limited partner of LXH L.P., may be deemed to own beneficially and indirectly 67,533.5 shares of Common Stock by reason of LXH's beneficial ownership of such shares. LXH Corp. disclaims beneficial ownership of the securities described herein except to the extent of its pecuniary interest therein.

F8 · ownership.nature: LXH L.P., a member of LXH, may be deemed to own beneficially and indirectly 78,510.2 shares of Common Stock by reason of LXH's beneficial ownership of such shares. LXH L.P. disclaims beneficial ownership of the securities described herein except to the extent of its pecuniary interest therein. LXH may be deemed to own beneficially and directly 1,950,565 shares of Common Stock. Each of (i) GS Offshore, the managing member of LXH II, and (ii) GS Advisors, the general partner of GS Offshore, may be deemed to own beneficially and indirectly 1,474,349 shares of Common Stock by reason of LXH II's beneficial ownership of such shares. Each of GS Offshore and GS Advisors disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F9 · ownership.nature: Each of (i) GS Germany, a member of LXH II, (ii) GS GmbH, the sole managing partner of GS Germany, and (iii) GS oHG, the sole stockholder of GS GmbH, may be deemed to own beneficially and indirectly 81,529 shares of Common Stock by reason of LXH II's beneficial ownership of such shares. Each of GS Germany, GS GmbH and GS oHG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Each of (i) GS Employee, a member of LXH II and (ii) GS Employee 2000, the general partner of GS Employee, may be deemed to own beneficially and indirectly 619,751 shares of Common Stock by reason of LXH II's beneficial ownership of such shares. Each of GS Employee and GS Employee 2000 disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F10 · ownership.nature: Each of (i) Stone Street, a member of LXH II and (ii) Stone 2000, the general partner of Stone Street, may be deemed to own beneficially and indirectly 64,308 shares of Common Stock by reason of LXH II's beneficial ownership of such shares. Each of Stone Street and Stone 2000 disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-05-000390 · nlc404292005gsg_ex.xml · nonDerivative · entry 2

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

GOLDMAN SACHS MANAGEMENT GP GMBH · CIK 0001232073 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

GS ADVISORS 2000 LLC · CIK 0001232077 · 10% owner

GS EMPLOYEE FUNDS 2000 GP LLC · CIK 0001232086 · 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: 22,121,305

F1 · ownership.nature: This statement is being filed by GS Capital Partners 2000, L.P. ("GSCP 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP Offshore 2000"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany 2000"), GS Capital Partners 2000 Employee Fund, L.P. ("GSCP Employee 2000"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000" and, together with GSCP 2000, GSCP Offshore 2000, GSCP Germany 2000 and GSCP Employee 2000, the "Limited Partnerships"), NH Acquisition LLC ("NH" and, together with the Limited Partnerships, "GS Funds"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), Goldman, Sachs Management GP GmbH ("GS GmbH"), Goldman, Sachs & Co. oHG ("GS oHG"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000 LLC"), and (continued in next footnote)

F2 · ownership.nature: The Goldman Sachs Group, Inc. ("GS Group" and, together with the Limited Partnerships, GS Advisors 2000, GS GmbH, GS oHG, GS Employee 2000 LLC and NH Acquisition, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing this statement is being filed in duplicate.

F3 · ownership.nature: The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Without admitting any legal obligation, Goldman Sachs or an affiliate will remit appropriate profits, if any, to Nalco Holding Company (the "Company"). The Reporting Persons, other than GS Group, disclaim beneficial ownership of the shares beneficially owned directly by Goldman Sachs.

F4 · ownership.nature: The 22,121,305 shares reported herein as indirectly beneficially owned are beneficially owned directly by Nalco LLC and reflects the GS Funds indirect beneficial ownership in the Company based on the membership interest in Nalco LLC held by the GS Funds. Affiliates of GS Group are the general partner, managing general partner, managing partner or manager of the GS Funds, which own in the aggregate approximately 24% of Nalco LLC. The balance of the membership interests in Nalco LLC are held by affiliates of The Blackstone Group L.P. and Apollo Management V, L.P. (together with the GS Funds, the "LLC Members"), as well as certain members of management of the Company.

F5 · ownership.nature: Because voting and dispositive decisions of Nalco LLC with respect to the Company's common stock, $0.01 par value per share ("Common Stock") require the approval of at least two of the three LLC Members, the GS Funds disclaim beneficial ownership of the Company's securities held by Nalco LLC. Nonetheless, the Reporting Persons are voluntarily reporting an indirect beneficial ownership in the Common Stock, as reflected herein. GS Advisors 2000 is the general partner of GSCP 2000 and GSCP Offshore 2000 and the manager of NH. GS GmbH is the managing partner of GSCP Germany 2000. GS oHG is the sole stockholder of GS GmbH. GS Employee 2000 LLC is the general partner of GSCP Employee 2000 and GS Direct 2000.

F6 · ownership.nature: The Reporting Persons disclaim beneficial ownership of the 22,121,305 shares of Common Stock in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000769993-05-000390 · nlc404292005gsg_ex.xml · nonDerivative · entry 1

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

GOLDMAN SACHS MANAGEMENT GP GMBH · CIK 0001232073 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

GS ADVISORS 2000 LLC · CIK 0001232077 · 10% owner

GS EMPLOYEE FUNDS 2000 GP LLC · CIK 0001232086 · 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: 22,121,505

F1 · ownership.nature: This statement is being filed by GS Capital Partners 2000, L.P. ("GSCP 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP Offshore 2000"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany 2000"), GS Capital Partners 2000 Employee Fund, L.P. ("GSCP Employee 2000"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000" and, together with GSCP 2000, GSCP Offshore 2000, GSCP Germany 2000 and GSCP Employee 2000, the "Limited Partnerships"), NH Acquisition LLC ("NH" and, together with the Limited Partnerships, "GS Funds"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), Goldman, Sachs Management GP GmbH ("GS GmbH"), Goldman, Sachs & Co. oHG ("GS oHG"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000 LLC"), and (continued in next footnote)

F2 · ownership.nature: The Goldman Sachs Group, Inc. ("GS Group" and, together with the Limited Partnerships, GS Advisors 2000, GS GmbH, GS oHG, GS Employee 2000 LLC and NH Acquisition, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing this statement is being filed in duplicate.

F3 · ownership.nature: The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Without admitting any legal obligation, Goldman Sachs or an affiliate will remit appropriate profits, if any, to Nalco Holding Company (the "Company"). The Reporting Persons, other than GS Group, disclaim beneficial ownership of the shares beneficially owned directly by Goldman Sachs.

F4 · ownership.nature: The 22,121,305 shares reported herein as indirectly beneficially owned are beneficially owned directly by Nalco LLC and reflects the GS Funds indirect beneficial ownership in the Company based on the membership interest in Nalco LLC held by the GS Funds. Affiliates of GS Group are the general partner, managing general partner, managing partner or manager of the GS Funds, which own in the aggregate approximately 24% of Nalco LLC. The balance of the membership interests in Nalco LLC are held by affiliates of The Blackstone Group L.P. and Apollo Management V, L.P. (together with the GS Funds, the "LLC Members"), as well as certain members of management of the Company.

F5 · ownership.nature: Because voting and dispositive decisions of Nalco LLC with respect to the Company's common stock, $0.01 par value per share ("Common Stock") require the approval of at least two of the three LLC Members, the GS Funds disclaim beneficial ownership of the Company's securities held by Nalco LLC. Nonetheless, the Reporting Persons are voluntarily reporting an indirect beneficial ownership in the Common Stock, as reflected herein. GS Advisors 2000 is the general partner of GSCP 2000 and GSCP Offshore 2000 and the manager of NH. GS GmbH is the managing partner of GSCP Germany 2000. GS oHG is the sole stockholder of GS GmbH. GS Employee 2000 LLC is the general partner of GSCP Employee 2000 and GS Direct 2000.

F6 · ownership.nature: The Reporting Persons disclaim beneficial ownership of the 22,121,305 shares of Common Stock in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000895345-05-000489 · ds42-donnelley_goldmanex.xml · derivative · entry 3

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS ADVISORS 2000 LLC · CIK 0001232077 · 10% owner

GOLDMAN SACHS MANAGEMENT GP GMBH · CIK 0001232073 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

GOLDMAN SACHS & CO OHG · CIK 0001031766 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 1,500

Underlying: Common Stock · 1,500 shares

Expires 2012-04-26

F6 · price: These options were granted pursuant to the R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan to Terence M. O'Toole, a managing director of Goldman Sachs, in his capacity as a director of the Company. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders, following the date of grant, which was April 26, 2005. Terence M. O'Toole has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.

F6 · derivative.exercise_date: These options were granted pursuant to the R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan to Terence M. O'Toole, a managing director of Goldman Sachs, in his capacity as a director of the Company. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders, following the date of grant, which was April 26, 2005. Terence M. O'Toole has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.

F6 · ownership.nature: These options were granted pursuant to the R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan to Terence M. O'Toole, a managing director of Goldman Sachs, in his capacity as a director of the Company. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders, following the date of grant, which was April 26, 2005. Terence M. O'Toole has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.

SEC source: 0000895345-05-000489 · ds42-donnelley_goldmanex.xml · derivative · entry 2

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS ADVISORS 2000 LLC · CIK 0001232077 · 10% owner

GOLDMAN SACHS MANAGEMENT GP GMBH · CIK 0001232073 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

GOLDMAN SACHS & CO OHG · CIK 0001031766 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 1,500

Underlying: Common Stock · 1,500 shares

Expires 2012-04-26

F5 · price: These options were granted pursuant to the R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan to Robert R. Gheewalla, a managing director of Goldman Sachs, in his capacity as a director of the Company. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders, following the date of grant, which was April 26, 2005. Robert R. Gheewalla has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.

F5 · derivative.exercise_date: These options were granted pursuant to the R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan to Robert R. Gheewalla, a managing director of Goldman Sachs, in his capacity as a director of the Company. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders, following the date of grant, which was April 26, 2005. Robert R. Gheewalla has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.

F5 · ownership.nature: These options were granted pursuant to the R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan to Robert R. Gheewalla, a managing director of Goldman Sachs, in his capacity as a director of the Company. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders, following the date of grant, which was April 26, 2005. Robert R. Gheewalla has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.

SEC source: 0000895345-05-000489 · ds42-donnelley_goldmanex.xml · nonDerivative · entry 1

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS ADVISORS 2000 LLC · CIK 0001232077 · 10% owner

GOLDMAN SACHS MANAGEMENT GP GMBH · CIK 0001232073 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

GOLDMAN SACHS & CO OHG · CIK 0001031766 · 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: 12,058

F2 · price: The 3,000 shares of common stock, par value $1.00 per share (the "Common Stock"), of R.H. Donnelley Corporation (the "Company") were granted pursuant to the R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan, consisting of 1,500 deferred shares granted to each of Robert R. Gheewalla and Terence M. O'Toole, each a managing director of Goldman Sachs, in their capacity as directors of the Company. Each of Robert R. Gheewalla and Terence M. O'Toole has an understanding with GS Group pursuant to which he holds such deferred shares for the benefit of GS Group.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Advisors 2000, L.L.C. ("GS Advisors"), Goldman, Sachs & Co. oHG ("GS oHG"), Goldman, Sachs Management GP GmbH ("GS GmbH"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000"), GS Capital Partners 2000, L.P. ("GS Capital"), GS Capital Partners 2000 Offshore, L.P. ("GS Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GS Germany"), GS Capital Partners 2000 Employee Fund, L.P. ("GS Employee"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct" and, together with GS Capital, GS Offshore, GS Germany and GS Employee, the "Purchasers") (GS Group, Goldman Sachs, GS Advisors, GS oHG, GS GmbH, GS Employee 2000, and the Purchasers, collectively, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F2 · ownership.nature: The 3,000 shares of common stock, par value $1.00 per share (the "Common Stock"), of R.H. Donnelley Corporation (the "Company") were granted pursuant to the R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan, consisting of 1,500 deferred shares granted to each of Robert R. Gheewalla and Terence M. O'Toole, each a managing director of Goldman Sachs, in their capacity as directors of the Company. Each of Robert R. Gheewalla and Terence M. O'Toole has an understanding with GS Group pursuant to which he holds such deferred shares for the benefit of GS Group.

F3 · ownership.nature: GS Group may be deemed to beneficially own, in aggregate, 12,000 shares of Common Stock which were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan and the R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan, consisting of grants of 1,500 deferred shares to each of Robert R. Gheewalla and Terence M. O'Toole on the grant dates of January 3, 2003, May 1, 2003, May 5, 2004 and April 26, 2005. Each of Robert R. Gheewalla and Terence M. O'Toole has an understanding with GS Group pursuant to which he holds such deferred shares for the benefit of GS Group. Each grant of 1,500 deferred shares vests in equal annual installments at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders, following the date of grant.

F4 · ownership.nature: Goldman Sachs owns beneficially and directly and GS Group may be deemed to own beneficially and indirectly 58 shares of Common Stock. Goldman Sachs also has open short positions of 9,015 shares of Common Stock. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Each of the Reporting Persons, other than Goldman Sachs and GS Group, disclaims beneficial ownership of the shares of Common Stock directly owned by Goldman Sachs and GS Group.

SEC source: 0000769993-05-000076 · rhd4050114gsg_ex.xml · derivative · entry 2

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG · CIK 0001232108 · 10% owner

GS CAPITAL PARTNERS 2000 OFFSHORE LP · CIK 0001232112 · 10% owner

GOLDMAN SACHS & CO OHG · CIK 0001031766 · 10% owner

GOLDMAN SACHS MANAGEMENT GP GMBH · CIK 0001232073 · 10% owner

GS ADVISORS 2000 LLC · CIK 0001232077 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 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: 100,301

Underlying: Common Stock · 4,898,521 shares

Expires not disclosed

F5 · derivative.exercise_price: Each share of Preferred Stock is convertible at any time at the option of the holder into a number of fully paid and nonassessable shares of Common Stock equal to $1,000 for each share of Preferred Stock outstanding, plus an amount equal to all accrued but unpaid dividends thereon as of the date of conversion, divided by $24.05. The Certificate of Designations governing the Preferred Stock contains customary anti-dilution protection for the shares of Preferred Stock. The Preferred Stock may be redeemed by the Company, at its option, at any time after January 3, 2013.

F4 · price: On January 14, 2005, pursuant to the Stock Purchase Agreement, dated as of January 10, 2005, and among the Company and the Purchasers, the Purchasers sold the following shares of Convertible Cumulative Preferred Stock ("Preferred Stock") to the Company for $2,763.60 per share: GS Capital Partners sold 55,314 shares of Preferred Stock, which were convertible into 2,701,384 shares of Common Stock; GS Offshore sold 20,099 shares of Preferred Stock, which were convertible into 981,580 shares of Common Stock; GS Germany sold 2,311 shares of Preferred Stock, which were convertible into 112,862 shares of Common Stock; GS Employee sold 17,564 shares of Preferred Stock, which were convertible into 857,777 shares of Common Stock; and GS Direct sold 5,015 shares of Preferred Stock, which were convertible into 244,918 shares of Common Stock.

F5 · derivative.exercise_date: Each share of Preferred Stock is convertible at any time at the option of the holder into a number of fully paid and nonassessable shares of Common Stock equal to $1,000 for each share of Preferred Stock outstanding, plus an amount equal to all accrued but unpaid dividends thereon as of the date of conversion, divided by $24.05. The Certificate of Designations governing the Preferred Stock contains customary anti-dilution protection for the shares of Preferred Stock. The Preferred Stock may be redeemed by the Company, at its option, at any time after January 3, 2013.

F5 · derivative.expiration_date: Each share of Preferred Stock is convertible at any time at the option of the holder into a number of fully paid and nonassessable shares of Common Stock equal to $1,000 for each share of Preferred Stock outstanding, plus an amount equal to all accrued but unpaid dividends thereon as of the date of conversion, divided by $24.05. The Certificate of Designations governing the Preferred Stock contains customary anti-dilution protection for the shares of Preferred Stock. The Preferred Stock may be redeemed by the Company, at its option, at any time after January 3, 2013.

F6 · derivative.underlying_shares: The number of shares of Common Stock underlying the Preferred Stock increases as dividends accumulate on the Preferred Stock.

F6 · balance_after: The number of shares of Common Stock underlying the Preferred Stock increases as dividends accumulate on the Preferred Stock.

F4 · ownership.nature: On January 14, 2005, pursuant to the Stock Purchase Agreement, dated as of January 10, 2005, and among the Company and the Purchasers, the Purchasers sold the following shares of Convertible Cumulative Preferred Stock ("Preferred Stock") to the Company for $2,763.60 per share: GS Capital Partners sold 55,314 shares of Preferred Stock, which were convertible into 2,701,384 shares of Common Stock; GS Offshore sold 20,099 shares of Preferred Stock, which were convertible into 981,580 shares of Common Stock; GS Germany sold 2,311 shares of Preferred Stock, which were convertible into 112,862 shares of Common Stock; GS Employee sold 17,564 shares of Preferred Stock, which were convertible into 857,777 shares of Common Stock; and GS Direct sold 5,015 shares of Preferred Stock, which were convertible into 244,918 shares of Common Stock.

F8 · ownership.nature: GS Group may be deemed to own beneficially and indirectly an aggregate of 6,548,423 shares of Common Stock by reason of the Purchasers' beneficial ownership of (i) 100,301 shares of Preferred Stock, which are convertible into 4,898,423 shares of Common Stock, (ii) warrants at an exercise price of $28.62 per share ("Warrants") to purchase 1,072,500 shares of Common Stock and (iii) warrants at an exercise of $26.28 per share (the "November Warrants") to purchase 577,500 shares of Common Stock.

F9 · ownership.nature: Goldman Sachs may be deemed to own beneficially and indirectly an aggregate of 6,548,423 shares of Common Stock by reason of the Purchasers' beneficial ownership of (i) 100,301 shares of Preferred Stock, which are convertible into 4,898,423 shares of Common Stock and (ii) Warrants to purchase 1,072,500 shares of Common Stock and (iii) November Warrants to purchase 577,500 shares of Common Stock.

F10 · ownership.nature: Affiliates of GS Group and Goldman Sachs are the general partners, managing general partners or managing partners of the Purchasers. Goldman Sachs is the investment manager of each of the Purchasers. Goldman Sachs is a direct and indirect wholly owned subsidiary of GS Group. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities owned by the Purchasers except to the extent of their pecuniary interest therein. Each of the Reporting Persons other than Goldman Sachs and GS Group disclaims beneficial ownership of the shares of Common Stock directly owned by Goldman Sachs and GS Group.

F11 · ownership.nature: GS Capital may be deemed to own beneficially and directly and its general partner, GS Advisors, may be deemed to own beneficially and indirectly an aggregate of 3,611,247 shares of Common Stock by reason of GS Capital's beneficial ownership of (i) 55,313 shares of Preferred Stock, which are convertible into 2,701,335 shares of Common Stock, (ii) Warrants to purchase 591,442 shares of Common Stock and (iii) November Warrants to purchase 318,470 shares of Common Stock. GS Advisors disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F12 · ownership.nature: GS Offshore may be deemed to own beneficially and directly, and its general partner, GS Advisors, may be deemed to own beneficially and indirectly an aggregate of 1,312,158 shares of Common Stock by reason of GS Offshore's beneficial ownership of (i) 20,098 shares of Preferred Stock, which are convertible into 981,531 shares of Common Stock, (ii) Warrants to purchase 214,908 shares of Common Stock and (iii) November Warrants to purchase 115,719 shares of Common Stock. GS Advisors disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F13 · ownership.nature: GS Germany may be deemed to own beneficially and directly and each of (a) GS GmbH, the managing partner of GS Germany and (b) GS oHG, the sole stockholder of GS GmbH, may be deemed to own beneficially and indirectly an aggregate of 150,894 shares of Common Stock by reason of GS Germany's beneficial ownership of (i) 2,311 shares of Preferred Stock, which are convertible into 112,862 shares of Common Stock, (ii) Warrants to purchase 24,721 shares of Common Stock and (iii) November Warrants to purchase 13,311 shares of Common Stock. Each of GS GmbH and GS oHG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F14 · ownership.nature: GS Employee may be deemed to own beneficially and directly and its general partner, GS Employee 2000, may be deemed to own beneficially and indirectly an aggregate of 1,146,706 shares of Common Stock by reason of GS Employee's beneficial ownership of (i) 17,564 shares of Preferred Stock, which are convertible into 857,777 shares of Common Stock, (ii) Warrants to purchase 187,804 shares of Common Stock and (iii) November Warrants to purchase 101,125 shares of Common Stock. GS Employee 2000 disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F15 · ownership.nature: GS Direct may be deemed to own beneficially and directly, and its general partner, GS Employee 2000, may be deemed to own beneficially and indirectly an aggregate of 327,418 shares of Common Stock by reason of GS Direct's beneficial ownership of (i) 5,015 shares of Preferred Stock, which are convertible into 244,918 shares of Common Stock, (ii) Warrants to purchase 53,625 shares of Common Stock and (iii) November Warrants to purchase 28,875 shares of Common Stock. GS Employee 2000 disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-05-000021 · bbg4050111gsg_ex.xml · nonDerivative · entry 2

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

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GSCP 2000 Offshore BBOG Holding, L.P. · CIK 0001310096 · 10% owner

GSCP 2000 GmbH BBOG Holding, L.P. · CIK 0001310097 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

Stone Street BBOG Holding · CIK 0001310098 · 10% owner

GS ADVISORS 2000 LLC · CIK 0001232077 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 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: 6,415,356

F1 · ownership.nature: This statement is being filed by GS Capital Partners 2000, L.P. ("GSCP 2000"), GSCP 2000 Offshore BBOG Holding, L.P. ("GSCP Offshore BBOG"), GSCP 2000 GmbH BBOG Holding, L.P. ("GSCP Germany BBOG"), GS Capital Partners 2000 Employee Fund, L.P. ("GS Employee"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000"), Stone Street BBOG Holding ("Stone BBOG"), Stone Street Fund 2000, L.P. ("Stone 2000" and, together with GSCP 2000, GSCP Offshore BBOG, GSCP Germany BBOG, GS Employee, GS Direct 2000 and Stone BBOG, the "Investing Entities"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP Offshore 2000"), GSCP 2000 GmbH BBOG Holding I ("GSCP BBOG I"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany" ), Goldman, Sachs Management GP GmbH ("GS GmbH"), Goldman, Sachs & Co. oHG ("GS oHG"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee LLC"), (continued in footnote 2),

F2 · ownership.nature: Stone Street 2000, L.L.C. ("Stone 2000 GP"), The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and, together with the Investing Entities, GS Advisors 2000, GSCP Offshore 2000, GSCP BBOG I, GSCP Germany, GS GmbH, GS oHG, GS Employee LLC, Stone 2000 GP and GS Group, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F3 · ownership.nature: The securities reported herein as indirectly purchased were purchased by Spear, Leeds & Kellogg, L.P. ("SLK") in connection with the transaction reported on the December 10, 2004 amended Form 4. SLK is an indirect wholly-owned subsidiary of GS Group. Without admitting any legal obligation, Goldman Sachs or an affiliate will remit appropriate profits, if any, to Bill Barrett Corporation (the "Company").

F4 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly in the aggregate 6,415,356 shares of the Company's common stock ("Common Stock") through the Investing Entities of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, investment manager or stockholder. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Goldman Sachs and GS Group disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.

F5 · ownership.nature: GSCP 2000 beneficially owns directly and its general partner, GS Advisors 2000, may be deemed to beneficially own indirectly 3,458,023 shares of Common Stock. GSCP Offshore BBOG beneficially owns directly and its general partner, GSCP Offshore 2000, and GS Advisors 2000, the general partner of GSCP Offshore 2000, may be deemed to beneficially own indirectly 1,256,512 shares of Common Stock. GSCP Germany BBOG beneficially owns directly and each of GSCP BBOG I, the general partner of GSCP Germany BBOG, GSCP Germany, the sole stockholder of GSCP BBOG I, GS GmbH , the sole managing partner of GSCP Germany and GS oHG, the sole stockholder of GS GmbH may be deemed to beneficially own indirectly 144,538 shares of Common Stock. GS Employee beneficially owns directly and its general partner, GS Employee LLC, may be deemed to beneficially own indirectly 1,098,043 shares of Common Stock.

F6 · ownership.nature: GS Direct 2000 beneficially owns directly and its general partner, GS Employee LLC, may be deemed to beneficially own indirectly 229,120 shares of Common Stock. Stone BBOG beneficially owns directly and its sole stockholder, Stone 2000, and Stone 2000 GP, the general partner of Stone 2000, may be deemed to beneficially own indirectly, 10,848 shares of Common Stock. Stone 2000 beneficially owns directly and its general partner, Stone 2000 GP, may be deemed to beneficially own indirectly 218,272 shares of Common Stock. Each of GS Advisors 2000, GSCP Offshore 2000, GSCP BBOG I, GSCP Germany, GS GmbH, GS oHG, GS Employee LLC, Stone 2000 and Stone 2000 GP, disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-05-000021 · bbg4050111gsg_ex.xml · nonDerivative · entry 1

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

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GSCP 2000 Offshore BBOG Holding, L.P. · CIK 0001310096 · 10% owner

GSCP 2000 GmbH BBOG Holding, L.P. · CIK 0001310097 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

Stone Street BBOG Holding · CIK 0001310098 · 10% owner

GS ADVISORS 2000 LLC · CIK 0001232077 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 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: 6,415,356

F1 · ownership.nature: This statement is being filed by GS Capital Partners 2000, L.P. ("GSCP 2000"), GSCP 2000 Offshore BBOG Holding, L.P. ("GSCP Offshore BBOG"), GSCP 2000 GmbH BBOG Holding, L.P. ("GSCP Germany BBOG"), GS Capital Partners 2000 Employee Fund, L.P. ("GS Employee"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000"), Stone Street BBOG Holding ("Stone BBOG"), Stone Street Fund 2000, L.P. ("Stone 2000" and, together with GSCP 2000, GSCP Offshore BBOG, GSCP Germany BBOG, GS Employee, GS Direct 2000 and Stone BBOG, the "Investing Entities"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP Offshore 2000"), GSCP 2000 GmbH BBOG Holding I ("GSCP BBOG I"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany" ), Goldman, Sachs Management GP GmbH ("GS GmbH"), Goldman, Sachs & Co. oHG ("GS oHG"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee LLC"), (continued in footnote 2),

F2 · ownership.nature: Stone Street 2000, L.L.C. ("Stone 2000 GP"), The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and, together with the Investing Entities, GS Advisors 2000, GSCP Offshore 2000, GSCP BBOG I, GSCP Germany, GS GmbH, GS oHG, GS Employee LLC, Stone 2000 GP and GS Group, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F3 · ownership.nature: The securities reported herein as indirectly purchased were purchased by Spear, Leeds & Kellogg, L.P. ("SLK") in connection with the transaction reported on the December 10, 2004 amended Form 4. SLK is an indirect wholly-owned subsidiary of GS Group. Without admitting any legal obligation, Goldman Sachs or an affiliate will remit appropriate profits, if any, to Bill Barrett Corporation (the "Company").

F4 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly in the aggregate 6,415,356 shares of the Company's common stock ("Common Stock") through the Investing Entities of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, investment manager or stockholder. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Goldman Sachs and GS Group disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.

F5 · ownership.nature: GSCP 2000 beneficially owns directly and its general partner, GS Advisors 2000, may be deemed to beneficially own indirectly 3,458,023 shares of Common Stock. GSCP Offshore BBOG beneficially owns directly and its general partner, GSCP Offshore 2000, and GS Advisors 2000, the general partner of GSCP Offshore 2000, may be deemed to beneficially own indirectly 1,256,512 shares of Common Stock. GSCP Germany BBOG beneficially owns directly and each of GSCP BBOG I, the general partner of GSCP Germany BBOG, GSCP Germany, the sole stockholder of GSCP BBOG I, GS GmbH , the sole managing partner of GSCP Germany and GS oHG, the sole stockholder of GS GmbH may be deemed to beneficially own indirectly 144,538 shares of Common Stock. GS Employee beneficially owns directly and its general partner, GS Employee LLC, may be deemed to beneficially own indirectly 1,098,043 shares of Common Stock.

F6 · ownership.nature: GS Direct 2000 beneficially owns directly and its general partner, GS Employee LLC, may be deemed to beneficially own indirectly 229,120 shares of Common Stock. Stone BBOG beneficially owns directly and its sole stockholder, Stone 2000, and Stone 2000 GP, the general partner of Stone 2000, may be deemed to beneficially own indirectly, 10,848 shares of Common Stock. Stone 2000 beneficially owns directly and its general partner, Stone 2000 GP, may be deemed to beneficially own indirectly 218,272 shares of Common Stock. Each of GS Advisors 2000, GSCP Offshore 2000, GSCP BBOG I, GSCP Germany, GS GmbH, GS oHG, GS Employee LLC, Stone 2000 and Stone 2000 GP, disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-04-000784 · bbg4041220gsg_ex.xml · nonDerivative · entry 3

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

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 10% owner

GSCP 2000 Offshore BBOG Holding, L.P. · CIK 0001310096 · 10% owner

GSCP 2000 GmbH BBOG Holding, L.P. · CIK 0001310097 · 10% owner

GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP · CIK 0001232085 · 10% owner

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP · CIK 0001232063 · 10% owner

Stone Street BBOG Holding · CIK 0001310098 · 10% owner

GS ADVISORS 2000 LLC · CIK 0001232077 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

STONE STREET FUND 2000 LP · CIK 0001232101 · 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: 6,415,356

F1 · ownership.nature: This statement is being filed by GS Capital Partners 2000, L.P. ("GSCP 2000"), GSCP 2000 Offshore BBOG Holding, L.P. ("GSCP Offshore BBOG"), GSCP 2000 GmbH BBOG Holding, L.P. ("GSCP Germany BBOG"), GS Capital Partners 2000 Employee Fund, L.P. ("GS Employee"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000"), Stone Street BBOG Holding ("Stone BBOG"), Stone Street Fund 2000, L.P. ("Stone 2000" and, together with GSCP 2000, GSCP Offshore BBOG, GSCP Germany BBOG, GS Employee, GS Direct 2000 and Stone BBOG, the "Investing Entities"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP Offshore 2000"), GSCP 2000 GmbH BBOG Holding I ("GSCP BBOG I"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany" ), Goldman, Sachs Management GP GmbH ("GS GmbH"), Goldman, Sachs & Co. oHG ("GS oHG"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee LLC"), (continued in footnote 2),

F2 · ownership.nature: Stone Street 2000, L.L.C. ("Stone 2000 GP"), The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and, together with the Investing Entities, GS Advisors 2000, GSCP Offshore 2000, GSCP BBOG I, GSCP Germany, GS GmbH, GS oHG, GS Employee LLC, Stone 2000 GP and GS Group, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F3 · ownership.nature: The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to Bill Barrett Corporation (the "Company").

F4 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly in the aggregate 6,415,356 shares of the Company's common stock ("Common Stock") through the Investing Entities of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, investment manager or stockholder. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Goldman Sachs and GS Group disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.

F5 · ownership.nature: GSCP 2000 beneficially owns directly and its general partner, GS Advisors 2000, may be deemed to beneficially own indirectly 3,458,023 shares of Common Stock. GSCP Offshore BBOG beneficially owns directly and its general partner, GSCP Offshore 2000, and GS Advisors 2000, the general partner of GSCP Offshore 2000, may be deemed to beneficially own indirectly 1,256,512 shares of Common Stock. GSCP Germany BBOG beneficially owns directly and each of GSCP BBOG I, the general partner of GSCP Germany BBOG, GSCP Germany, the sole stockholder of GSCP BBOG I, GS GmbH , the sole managing partner of GSCP Germany and GS oHG, the sole stockholder of GS GmbH may be deemed to beneficially own indirectly 144,538 shares of Common Stock. GS Employee beneficially owns directly and its general partner, GS Employee LLC, may be deemed to beneficially own indirectly 1,098,043 shares of Common Stock.

F6 · ownership.nature: GS Direct 2000 beneficially owns directly and its general partner, GS Employee LLC, may be deemed to beneficially own indirectly 229,120 shares of Common Stock. Stone BBOG beneficially owns directly and its sole stockholder, Stone 2000, and Stone 2000 GP, the general partner of Stone 2000, may be deemed to beneficially own indirectly, 10,848 shares of Common Stock. Stone 2000 beneficially owns directly and its general partner, Stone 2000 GP, may be deemed to beneficially own indirectly 218,272 shares of Common Stock. Each of GS Advisors 2000, GSCP Offshore 2000, GSCP BBOG I, GSCP Germany, GS GmbH, GS oHG, GS Employee LLC, Stone 2000 and Stone 2000 GP, disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.