GOLDMAN SACHS & CO OHG

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: 0000895345-06-000013 · 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: 0000895345-05-000841 · 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: 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: 0000895345-04-000929 · rs4-hexcel_goldmanex.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: 3,428,094

F3 · shares: Pursuant to an Underwriting Agreement, dated December 14, 2004 (the "Underwriting Agreement"), 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 December 15, 2004 pursuant to Rule 424(b) of the Securities Act of 1933, as amended, which offering was consummated on December 20, 2004, the LXH Entities sold an aggregate of 11,100,086 shares of Common Stock, consisting of 6,321,747 shares of Common Stock sold by LXH and 4,778,339 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.

F4 · 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 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.

F5 · 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.

F6 · 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.

F7 · 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.

F8 · 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 528,610 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 4,018,274 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.

F9 · 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 416,949 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: 0000769993-04-000691 · mcgc4041129gsg_ex.xml · nonDerivative · entry 1

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS II L P · CIK 0000945125 · 10% owner

GS CAPITAL PARTNERS II OFFSHORE LP · CIK 0001031770 · 10% owner

GS ADVISORS II LLC · CIK 0001232082 · 10% owner

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

STONE STREET FUND 1998 LP · CIK 0001061660 · 10% owner

BRIDGE STREET FUND 1998 LP · CIK 0001061657 · 10% owner

GS CAPITAL PARTNERS II GERMANY CLP · CIK 0001035098 · 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: 4,037,500

F1 · ownership.nature: This statement is being filed by GS Capital Partners II, L.P. ("GSCP II"), GS Capital Partners II Offshore, L.P. ("GSCP II Offshore"), GS Capital Partners II (Germany) C.L.P. ("GSCP II Germany"), GS Advisors, L.L.C. ("GS Advisors"), GS Advisors II, L.L.C. ("GS Advisors II"), Goldman, Sachs & Co. oHG ("GS oHG"), Stone Street Fund 1998, L.P. ("Stone 1998"), Bridge Street Fund 1998, L.P. ("Bridge 1998", and together with GSCP II, GSCP II Offshore, GSCP II Germany, and Stone 1998, the "Limited Partnerships"), Stone Street 1998, L.L.C. ("Stone GP"), Goldman, Sachs & Co. ("Goldman Sachs") and The Goldman Sachs Group, Inc. ("GS Group"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F2 · ownership.nature: Pursuant to an underwriting agreement dated November 29, 2004, and in connection with the registered public offering of shares of MCG Capital Corporation (the "Company") common stock, $.01 par value per share ("Common Stock") by the Limited Partnerships, GSCP II; GSCP II Offshore; GSCP II Germany; Stone 1998 and Bridge 1998 sold 1,290,370; 512,977; 47,596; 114,492 and 34,565 shares of Common Stock, respectively. As of the date hereof, the Reporting Persons have ceased to be the owners of more than 10% of the shares of the Common Stock reported to be outstanding in the Company's Prospectus Supplement dated November 29, 2004 and are therefore no longer subject to Section 16.

F3 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly in the aggregate 4,037,500 shares of Common Stock through the Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner. Goldman Sachs is the investment manager of certain of the Limited Partnerships. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Goldman Sachs and GS Group each disclaims beneficial ownership of the shares of Common Stock owned by the Limited Partnerships except to the extent of its pecuniary interest therein.

F4 · ownership.nature: GSCP II beneficially owns directly and its general partner, GS Advisors, may be deemed to beneficially own indirectly 2,604,933 shares of Common Stock. GSCP II Offshore beneficially owns directly and its general partner, GS Advisors II, may be deemed to beneficially own indirectly 1,035,573 shares of Common Stock. GSCP II Germany beneficially owns directly and its managing partner, GS oHG, may be deemed to beneficially own indirectly 96,083 shares of Common Stock. Bridge 1998 beneficially owns directly and its managing general partner, Stone GP, may be deemed to beneficially own indirectly 69,779 shares of Common Stock. Stone 1998 beneficially owns directly and its general partner, Stone GP, may be deemed to beneficially own indirectly 231,132 shares of Common Stock. Each of GS Advisors, GS Advisors II, GS oHG and Stone GP disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest in such securities.

SEC source: 0000769993-04-000709 · mcgc4041129gsgamend_ex.xml · nonDerivative · entry 1

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS II L P · CIK 0000945125 · 10% owner

GS CAPITAL PARTNERS II OFFSHORE LP · CIK 0001031770 · 10% owner

GS ADVISORS II LLC · CIK 0001232082 · 10% owner

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

STONE STREET FUND 1998 LP · CIK 0001061660 · 10% owner

BRIDGE STREET FUND 1998 LP · CIK 0001061657 · 10% owner

GS CAPITAL PARTNERS II GERMANY CLP · CIK 0001035098 · 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: 4,038,780

F2 · shares: This trade was omitted from the original Form 4 filed with the Securities and Exchange Commission on December 1, 2004. The securities reported herein as indirectly purchased are beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to MCG Capital Corp. (the "Company"). The Reporting Persons, other than Goldman Sachs and GS Group disclaim beneficial ownership of the securities beneficially owned by Goldman Sachs.

F1 · ownership.nature: This statement is being filed by GS Capital Partners II, L.P. ("GSCP II"), GS Capital Partners II Offshore, L.P. ("GSCP II Offshore"), GS Capital Partners II (Germany) C.L.P. ("GSCP II Germany"), GS Advisors, L.L.C. ("GS Advisors"), GS Advisors II, L.L.C. ("GS Advisors II"), Goldman, Sachs & Co. oHG ("GS oHG"), Stone Street Fund 1998, L.P. ("Stone 1998"), Bridge Street Fund 1998, L.P. ("Bridge 1998", and together with GSCP II, GSCP II Offshore, GSCP II Germany, and Stone 1998, the "Limited Partnerships"), Stone Street 1998, L.L.C. ("Stone GP"), Goldman, Sachs & Co. ("Goldman Sachs") and The Goldman Sachs Group, Inc. ("GS Group"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F3 · ownership.nature: Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 1,280 shares of the Company's common stock, $.01 par value per share ("Common Stock"). Goldman Sachs and GS Group may be deemed to beneficially own indirectly in the aggregate 4,037,500 shares of Common Stock through the Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner. Goldman Sachs is the investment manager of certain of the Limited Partnerships. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Goldman Sachs and GS Group each disclaims beneficial ownership of the shares of Common Stock owned by the Limited Partnerships except to the extent of its pecuniary interest therein.

F4 · ownership.nature: GSCP II beneficially owns directly and its general partner, GS Advisors, may be deemed to beneficially own indirectly 2,604,933 shares of Common Stock. GSCP II Offshore beneficially owns directly and its general partner, GS Advisors II, may be deemed to beneficially own indirectly 1,035,573 shares of Common Stock. GSCP II Germany beneficially owns directly and its managing partner, GS oHG, may be deemed to beneficially own indirectly 96,083 shares of Common Stock. Bridge 1998 beneficially owns directly and its managing general partner, Stone GP, may be deemed to beneficially own indirectly 69,779 shares of Common Stock. Stone 1998 beneficially owns directly and its general partner, Stone GP, may be deemed to beneficially own indirectly 231,132 shares of Common Stock. Each of GS Advisors, GS Advisors II, GS oHG and Stone GP disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest in such securities.

SEC source: 0000769993-04-000667 · hxl4041116gsg_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 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: 14,528,180

F3 · shares: The 3,180 shares of Hexcel Corporation (the "Company") common stock ("Common Stock") were granted pursuant to the Hexcel Corporation 2003 Incentive Stock Plan, consisting of 1,590 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, 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 3,180 shares of Hexcel Corporation (the "Company") common stock ("Common Stock") were granted pursuant to the Hexcel Corporation 2003 Incentive Stock Plan, consisting of 1,590 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, 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 "Purchasers") , (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 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.

F4 · ownership.nature: 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. Each grant of 1,590 shares vests in three equal installments on the grant date, which was November 16, 2004, and on the first and second anniversaries of the grant date and convert 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. GS Group and Goldman Sachs may be deemed to beneficially own indirectly 14,525,000 shares of Common Stock by reason of the beneficial ownership of such shares by the Purchasers.

F5 · ownership.nature: Affiliates of GS Group and Goldman Sachs are the members or managing members of the Purchasers. 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 Purchasers and owned beneficially and indirectly by the Limited Partnerships, except to the extent of their pecuniary interest therein.

F6 · 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 8,272,312 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 221,325.7 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.

F7 · ownership.nature: LXH L.P., a member of LXH, may be deemed to own beneficially and indirectly 257,299.2 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 8,272,312 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 3,005,843 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.

F8 · 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 345,764 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 2,628,354 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.

F9 · 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 272,727 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. LXH II may be deemed to own beneficially and directly 6,252,688 shares of Common Stock.

SEC source: 0000769993-04-000591 · rhd4040913gsg_ex.xml · nonDerivative · entry 1

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

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 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

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 9,058

F2 · kind: The shares reported herein were beneficially owned directly by Goldman Sachs. Goldman Sachs closed short positions with shares previously held directly by Goldman Sachs.

F2 · shares: The shares reported herein were beneficially owned directly by Goldman Sachs. Goldman Sachs closed short positions with shares previously held directly by Goldman Sachs.

F2 · balance_after: The shares reported herein were beneficially owned directly by Goldman Sachs. Goldman Sachs closed short positions with shares previously held directly by Goldman Sachs.

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 shares reported herein were beneficially owned directly by Goldman Sachs. Goldman Sachs closed short positions with shares previously held directly by Goldman Sachs.

F3 · ownership.nature: GS Group may be deemed to beneficially own, in aggregate, 9,000 shares of R.H. Donnelley Corporation (the "Company"), common stock, par value $1.00 per share ("Common Stock") which were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan, consisting of grants of 1,500 deferred shares 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, on the grant dates of January 3, 2003, May 1, 2003 and May 5, 2004. Each grant of 1,500 deferred shares vests one third 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: 0000769993-04-000496 · cmck4040809gsg_ex.xml · nonDerivative · entry 1

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS III L P · CIK 0001064467 · 10% owner

GS CAPITAL PARTNERS III OFFSHORE LP · CIK 0001232113 · 10% owner

GS CAPITAL PARTNERS III GERMANY CLP · CIK 0001232110 · 10% owner

BRIDGE STREET FUND 1998 LP · CIK 0001061657 · 10% owner

STONE STREET FUND 1998 LP · CIK 0001061660 · 10% owner

GS ADVISORS III LLC · CIK 0001232083 · 10% owner

STONE STREET 1998 LLC · CIK 0001232098 · 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: 351,549

F2 · shares: Pursuant to an Underwriting Agreement, dated August 3, 2004 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of Carmike Cinemas, Inc. (the "Company") common stock, par value $.03 (the "Common Stock"), by the Company and certain selling stockholders (including the Limited Partnerships) pursuant to an effective registration statement on Form S-3 (Registration No. 333-117403) filed by the Company on August 4, 2004, which offering was consummated on August 9, 2004, GSCP III; GSCP III Offshore; GSCP III Germany; Stone 1998 and Bridge 1998 sold 1,592,331; 444,916; 70,250; 187,333 and 46,833 shares of Common Stock, respectively. Goldman Sachs is one of the several underwriters under the Underwriting Agreement. As of August 9, 2004, as a result of these sales, the Reporting Persons ceased to be the owners of more than 10% of the Company's Common Stock.

F1 · ownership.nature: This statement is being filed by GS Capital Partners III, L.P. ("GSCP III"), GS Capital Partners III Offshore, L.P. ("GSCP III Offshore"), GS Capital Partners III Germany Civil Law Partnership (with limitation of liability) ("GSCP III Germany"), Stone Street Fund 1998, L.P. ("Stone 1998"), Bridge Street Fund 1998, L.P. ("Bridge 1998" and, together with GSCP III, GSCP III Offshore, GSCP III Germany and Stone 1998, the "Limited Partnerships"), Stone Street 1998, L.L.C. ("Stone 1998 GP"), GS Advisors III, L.L.C. ("GS Advisors III"), Goldman, Sachs & Co. oHG ("GS oHG"), Goldman, Sachs & Co. ("Goldman Sachs"), and The Goldman Sachs Group, Inc. ("GS Group" and, together with the Limited Partnerships, Stone 1998 GP, GS Advisors III, GS oHG and Goldman Sachs, the "Reporting Persons").

F3 · ownership.nature: Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 100 shares of Common Stock. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. The Reporting Persons, other than Goldman Sachs and GS Group, disclaim beneficial ownership of the securities owned directly by Goldman Sachs. Spear, Leeds & Kellogg, L.P. ("SLK") beneficially owns directly and GS Group may be deemed to beneficially own indirectly 200 shares of Common Stock. SLK is an indirect wholly-owned subsidiary of GS Group. The Reporting Persons, other than GS Group, disclaim beneficial ownership of the securities owned directly by SLK.

F4 · ownership.nature: Each of Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 351,249 shares of Common Stock beneficially owned by the Limited Partnerships. Affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner of the Limited Partnerships. Goldman Sachs serves as the manager of GS Advisors III and Stone 1998 GP and as the investment manager of GSCP III, GSCP III Offshore and GSCP III Germany. Goldman Sachs and GS Group each disclaims beneficial ownership of the securities owned by the Limited Partnerships except to the extent of its pecuniary interest therein.

F5 · ownership.nature: GSCP III beneficially owns directly 242,250 shares of Common Stock and GSCP III Offshore beneficially owns directly 59,432 shares of Common Stock. GS Advisors III, as the sole general partner of GSCP III and GSCP III Offshore, may be deemed to beneficially own indirectly an aggregate of 301,682 shares of Common Stock. GS Advisors III disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. GSCP III Germany beneficially owns directly, and its managing partner, GS oHG, may be deemed to beneficially own indirectly 14,443 shares of Common Stock. GS oHG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F6 · ownership.nature: Stone 1998 beneficially owns directly 19,527 shares of Common Stock and Bridge 1998 beneficially owns directly 15,597 shares of Common Stock. Stone 1998 GP, as the general partner of Stone 1998 and the managing general partner of Bridge 1998, may be deemed to beneficially own indirectly, in the aggregate, 35,124 shares of Common Stock. Stone 1998 GP disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-04-000482 · cmck4040806gsg_ex.xml · nonDerivative · entry 4

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS III L P · CIK 0001064467 · 10% owner

GS CAPITAL PARTNERS III OFFSHORE LP · CIK 0001232113 · 10% owner

GS CAPITAL PARTNERS III GERMANY CLP · CIK 0001232110 · 10% owner

BRIDGE STREET FUND 1998 LP · CIK 0001061657 · 10% owner

STONE STREET FUND 1998 LP · CIK 0001061660 · 10% owner

GS ADVISORS III LLC · CIK 0001232083 · 10% owner

STONE STREET 1998 LLC · CIK 0001232098 · 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: 2,693,212

F1 · ownership.direct: The securities reported herein as purchased and sold were beneficially owned directly by Goldman, Sachs & Co. ("Goldman Sachs"). Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any to Carmike Cinemas, Inc. (the "Company"). Goldman Sachs beneficially owns directly and The Goldman Sachs Group, Inc. ("GS Group") may be deemed to beneficially own indirectly 100 shares of Carmike Cinemas, Inc., common stock, par value $.03 per share ("Common Stock"). The Reporting Persons, other than Goldman Sachs and GS Group, disclaim beneficial ownership of the securities beneficially owned directly by Goldman Sachs. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group.

F2 · ownership.direct: Spear, Leeds & Kellogg, L.P. ("SLK") beneficially owns directly and GS Group may be deemed to beneficially own indirectly 200 shares of Common Stock. SLK is an indirect wholly-owned subsidiary of GS Group. The Reporting Persons, other than GS Group, disclaim beneficial ownership of the securities owned directly by SLK.

F3 · ownership.direct: Each of Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 2,692,912 shares of Common Stock beneficially owned by GS Capital Partners III, L.P. ("GSCP III"), GS Capital Partners III Offshore, L.P. ("GSCP III Offshore"), GS Capital Partners III Germany Civil Law Partnership (with limitation of liability) ("GSCP III Germany"), Stone Street Fund 1998, L.P. ("Stone 1998"), Bridge Street Fund 1998, L.P. ("Bridge 1998" and, together with GSCP III, GSCP III Offshore, GSCP III Germany and Stone 1998, the "Limited Partnerships").

F4 · ownership.direct: Affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner of the Limited Partnerships. Goldman Sachs serves as the manager of GS Advisors III, L.L.C. ("GS Advisors III") and Stone Street 1998, L.L.C. ("Stone 1998 GP") and as the investment manager of GSCP III, GSCP III Offshore and GSCP III Germany. Goldman Sachs and GS Group each disclaims beneficial ownership of the securities owned by the Limited Partnerships except to the extent of its pecuniary interest therein. GSCP III beneficially owns directly 1,834,581 shares of Common Stock and GSCP III Offshore beneficially owns directly 504,348 shares of Common Stock. GS Advisors III, as the sole general partner of GSCP III and GSCP III Offshore, may be deemed to beneficially own indirectly an aggregate of 2,338,929 shares of Common Stock. GS Advisors III disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein

F5 · ownership.direct: GSCP III Germany beneficially owns directly, and its managing partner, Goldman, Sachs & Co. oHG ("GS oHG"), may be deemed to beneficially own indirectly 84,693 shares of Common Stock. GS oHG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Stone 1998 beneficially owns directly 206,860 shares of Common Stock and Bridge 1998 beneficially owns directly 62,430 shares of Common Stock. Stone 1998 GP, as the general partner of Stone 1998 and the managing general partner of Bridge 1998, may be deemed to beneficially own indirectly, in the aggregate, 269,290 shares of Common Stock. Stone 1998 GP disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-04-000482 · cmck4040806gsg_ex.xml · nonDerivative · entry 3

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS III L P · CIK 0001064467 · 10% owner

GS CAPITAL PARTNERS III OFFSHORE LP · CIK 0001232113 · 10% owner

GS CAPITAL PARTNERS III GERMANY CLP · CIK 0001232110 · 10% owner

BRIDGE STREET FUND 1998 LP · CIK 0001061657 · 10% owner

STONE STREET FUND 1998 LP · CIK 0001061660 · 10% owner

GS ADVISORS III LLC · CIK 0001232083 · 10% owner

STONE STREET 1998 LLC · CIK 0001232098 · 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: 2,693,412

F1 · ownership.direct: The securities reported herein as purchased and sold were beneficially owned directly by Goldman, Sachs & Co. ("Goldman Sachs"). Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any to Carmike Cinemas, Inc. (the "Company"). Goldman Sachs beneficially owns directly and The Goldman Sachs Group, Inc. ("GS Group") may be deemed to beneficially own indirectly 100 shares of Carmike Cinemas, Inc., common stock, par value $.03 per share ("Common Stock"). The Reporting Persons, other than Goldman Sachs and GS Group, disclaim beneficial ownership of the securities beneficially owned directly by Goldman Sachs. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group.

F2 · ownership.direct: Spear, Leeds & Kellogg, L.P. ("SLK") beneficially owns directly and GS Group may be deemed to beneficially own indirectly 200 shares of Common Stock. SLK is an indirect wholly-owned subsidiary of GS Group. The Reporting Persons, other than GS Group, disclaim beneficial ownership of the securities owned directly by SLK.

F3 · ownership.direct: Each of Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 2,692,912 shares of Common Stock beneficially owned by GS Capital Partners III, L.P. ("GSCP III"), GS Capital Partners III Offshore, L.P. ("GSCP III Offshore"), GS Capital Partners III Germany Civil Law Partnership (with limitation of liability) ("GSCP III Germany"), Stone Street Fund 1998, L.P. ("Stone 1998"), Bridge Street Fund 1998, L.P. ("Bridge 1998" and, together with GSCP III, GSCP III Offshore, GSCP III Germany and Stone 1998, the "Limited Partnerships").

F4 · ownership.direct: Affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner of the Limited Partnerships. Goldman Sachs serves as the manager of GS Advisors III, L.L.C. ("GS Advisors III") and Stone Street 1998, L.L.C. ("Stone 1998 GP") and as the investment manager of GSCP III, GSCP III Offshore and GSCP III Germany. Goldman Sachs and GS Group each disclaims beneficial ownership of the securities owned by the Limited Partnerships except to the extent of its pecuniary interest therein. GSCP III beneficially owns directly 1,834,581 shares of Common Stock and GSCP III Offshore beneficially owns directly 504,348 shares of Common Stock. GS Advisors III, as the sole general partner of GSCP III and GSCP III Offshore, may be deemed to beneficially own indirectly an aggregate of 2,338,929 shares of Common Stock. GS Advisors III disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein

F5 · ownership.direct: GSCP III Germany beneficially owns directly, and its managing partner, Goldman, Sachs & Co. oHG ("GS oHG"), may be deemed to beneficially own indirectly 84,693 shares of Common Stock. GS oHG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Stone 1998 beneficially owns directly 206,860 shares of Common Stock and Bridge 1998 beneficially owns directly 62,430 shares of Common Stock. Stone 1998 GP, as the general partner of Stone 1998 and the managing general partner of Bridge 1998, may be deemed to beneficially own indirectly, in the aggregate, 269,290 shares of Common Stock. Stone 1998 GP disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-04-000482 · cmck4040806gsg_ex.xml · nonDerivative · entry 2

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS III L P · CIK 0001064467 · 10% owner

GS CAPITAL PARTNERS III OFFSHORE LP · CIK 0001232113 · 10% owner

GS CAPITAL PARTNERS III GERMANY CLP · CIK 0001232110 · 10% owner

BRIDGE STREET FUND 1998 LP · CIK 0001061657 · 10% owner

STONE STREET FUND 1998 LP · CIK 0001061660 · 10% owner

GS ADVISORS III LLC · CIK 0001232083 · 10% owner

STONE STREET 1998 LLC · CIK 0001232098 · 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: 2,693,610

F1 · ownership.direct: The securities reported herein as purchased and sold were beneficially owned directly by Goldman, Sachs & Co. ("Goldman Sachs"). Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any to Carmike Cinemas, Inc. (the "Company"). Goldman Sachs beneficially owns directly and The Goldman Sachs Group, Inc. ("GS Group") may be deemed to beneficially own indirectly 100 shares of Carmike Cinemas, Inc., common stock, par value $.03 per share ("Common Stock"). The Reporting Persons, other than Goldman Sachs and GS Group, disclaim beneficial ownership of the securities beneficially owned directly by Goldman Sachs. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group.

F2 · ownership.direct: Spear, Leeds & Kellogg, L.P. ("SLK") beneficially owns directly and GS Group may be deemed to beneficially own indirectly 200 shares of Common Stock. SLK is an indirect wholly-owned subsidiary of GS Group. The Reporting Persons, other than GS Group, disclaim beneficial ownership of the securities owned directly by SLK.

F3 · ownership.direct: Each of Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 2,692,912 shares of Common Stock beneficially owned by GS Capital Partners III, L.P. ("GSCP III"), GS Capital Partners III Offshore, L.P. ("GSCP III Offshore"), GS Capital Partners III Germany Civil Law Partnership (with limitation of liability) ("GSCP III Germany"), Stone Street Fund 1998, L.P. ("Stone 1998"), Bridge Street Fund 1998, L.P. ("Bridge 1998" and, together with GSCP III, GSCP III Offshore, GSCP III Germany and Stone 1998, the "Limited Partnerships").

F4 · ownership.direct: Affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner of the Limited Partnerships. Goldman Sachs serves as the manager of GS Advisors III, L.L.C. ("GS Advisors III") and Stone Street 1998, L.L.C. ("Stone 1998 GP") and as the investment manager of GSCP III, GSCP III Offshore and GSCP III Germany. Goldman Sachs and GS Group each disclaims beneficial ownership of the securities owned by the Limited Partnerships except to the extent of its pecuniary interest therein. GSCP III beneficially owns directly 1,834,581 shares of Common Stock and GSCP III Offshore beneficially owns directly 504,348 shares of Common Stock. GS Advisors III, as the sole general partner of GSCP III and GSCP III Offshore, may be deemed to beneficially own indirectly an aggregate of 2,338,929 shares of Common Stock. GS Advisors III disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein

F5 · ownership.direct: GSCP III Germany beneficially owns directly, and its managing partner, Goldman, Sachs & Co. oHG ("GS oHG"), may be deemed to beneficially own indirectly 84,693 shares of Common Stock. GS oHG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Stone 1998 beneficially owns directly 206,860 shares of Common Stock and Bridge 1998 beneficially owns directly 62,430 shares of Common Stock. Stone 1998 GP, as the general partner of Stone 1998 and the managing general partner of Bridge 1998, may be deemed to beneficially own indirectly, in the aggregate, 269,290 shares of Common Stock. Stone 1998 GP disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-04-000482 · cmck4040806gsg_ex.xml · nonDerivative · entry 1

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS III L P · CIK 0001064467 · 10% owner

GS CAPITAL PARTNERS III OFFSHORE LP · CIK 0001232113 · 10% owner

GS CAPITAL PARTNERS III GERMANY CLP · CIK 0001232110 · 10% owner

BRIDGE STREET FUND 1998 LP · CIK 0001061657 · 10% owner

STONE STREET FUND 1998 LP · CIK 0001061660 · 10% owner

GS ADVISORS III LLC · CIK 0001232083 · 10% owner

STONE STREET 1998 LLC · CIK 0001232098 · 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: 2,693,666

F1 · ownership.direct: The securities reported herein as purchased and sold were beneficially owned directly by Goldman, Sachs & Co. ("Goldman Sachs"). Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any to Carmike Cinemas, Inc. (the "Company"). Goldman Sachs beneficially owns directly and The Goldman Sachs Group, Inc. ("GS Group") may be deemed to beneficially own indirectly 100 shares of Carmike Cinemas, Inc., common stock, par value $.03 per share ("Common Stock"). The Reporting Persons, other than Goldman Sachs and GS Group, disclaim beneficial ownership of the securities beneficially owned directly by Goldman Sachs. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group.

F2 · ownership.direct: Spear, Leeds & Kellogg, L.P. ("SLK") beneficially owns directly and GS Group may be deemed to beneficially own indirectly 200 shares of Common Stock. SLK is an indirect wholly-owned subsidiary of GS Group. The Reporting Persons, other than GS Group, disclaim beneficial ownership of the securities owned directly by SLK.

F3 · ownership.direct: Each of Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 2,692,912 shares of Common Stock beneficially owned by GS Capital Partners III, L.P. ("GSCP III"), GS Capital Partners III Offshore, L.P. ("GSCP III Offshore"), GS Capital Partners III Germany Civil Law Partnership (with limitation of liability) ("GSCP III Germany"), Stone Street Fund 1998, L.P. ("Stone 1998"), Bridge Street Fund 1998, L.P. ("Bridge 1998" and, together with GSCP III, GSCP III Offshore, GSCP III Germany and Stone 1998, the "Limited Partnerships").

F4 · ownership.direct: Affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner of the Limited Partnerships. Goldman Sachs serves as the manager of GS Advisors III, L.L.C. ("GS Advisors III") and Stone Street 1998, L.L.C. ("Stone 1998 GP") and as the investment manager of GSCP III, GSCP III Offshore and GSCP III Germany. Goldman Sachs and GS Group each disclaims beneficial ownership of the securities owned by the Limited Partnerships except to the extent of its pecuniary interest therein. GSCP III beneficially owns directly 1,834,581 shares of Common Stock and GSCP III Offshore beneficially owns directly 504,348 shares of Common Stock. GS Advisors III, as the sole general partner of GSCP III and GSCP III Offshore, may be deemed to beneficially own indirectly an aggregate of 2,338,929 shares of Common Stock. GS Advisors III disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein

F5 · ownership.direct: GSCP III Germany beneficially owns directly, and its managing partner, Goldman, Sachs & Co. oHG ("GS oHG"), may be deemed to beneficially own indirectly 84,693 shares of Common Stock. GS oHG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Stone 1998 beneficially owns directly 206,860 shares of Common Stock and Bridge 1998 beneficially owns directly 62,430 shares of Common Stock. Stone 1998 GP, as the general partner of Stone 1998 and the managing general partner of Bridge 1998, may be deemed to beneficially own indirectly, in the aggregate, 269,290 shares of Common Stock. Stone 1998 GP disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-04-000357 · rhd4040505gsg_ex.xml · derivative · entry 3

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

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 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

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 2011-05-05

F6 · derivative.exercise_date: These options were granted pursuant to the R.H. Donnelley Corporation 2001 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, whi ch was May 5, 2004. 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 2001 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, whi ch was May 5, 2004. 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: 0000769993-04-000357 · rhd4040505gsg_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

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 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

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 2011-05-05

F5 · derivative.exercise_date: These options were granted pursuant to the R.H. Donnelley Corporation 2001 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, wh ich was May 5, 2004. 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 2001 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, wh ich was May 5, 2004. Robert R. Gheewalla has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.

SEC source: 0000769993-04-000357 · rhd4040505gsg_ex.xml · nonDerivative · entry 1

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

GS CAPITAL PARTNERS 2000 LP · CIK 0001122198 · 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

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 10,584

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. (G S 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 2001 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 purs uant 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, 9,000 shares of Common Stock which were granted pursuant to the R.H. Donnelley Corporation 2001 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 and May 5, 2004. Each grant of 1,500 deferred shares vests one third at the close of business of the day preceding each of the Company's next three Annual Meeting s 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 1,584 shares of Common Stock. Goldman Sachs also has open short positions of 10,541 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: 0000769993-04-000338 · mcgc404042022gsg_ex.xml · nonDerivative · entry 2

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS II L P · CIK 0000945125 · 10% owner

GS CAPITAL PARTNERS II OFFSHORE LP · CIK 0001031770 · 10% owner

GS ADVISORS LLC · CIK 0001232084 · 10% owner

GS ADVISORS II LLC · CIK 0001232082 · 10% owner

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

STONE STREET FUND 1998 LP · CIK 0001061660 · 10% owner

BRIDGE STREET FUND 1998 LP · CIK 0001061657 · 10% owner

GS CAPITAL PARTNERS II GERMANY CLP · CIK 0001035098 · 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: 6,037,500

F1 · ownership.nature: This statement is being filed by GS Capital Partners II, L.P. (GSCP II), GS Capital Partners II Offshore, L.P. (GSCP II Offshore), GS Capital Partners II (Germany) C.L.P. (GSCP II Germany), GS Advisors, L.L.C. (GS Advisors), GS Advisors II, L.L.C. (GS Advisors II), Goldman, Sachs & Co. oHG (GS oHG), Stone Street Fund 1998, L.P. (Stone 1998), Bridge Street Fund 1998, L.P. ("Bridge 1998", and together with GSCP II, GSCP II Offshore, GSCP II Germany, and Stone 1998, the "Limited Partnerships"), St one Street 1998, L.L.C. (Stone GP), Goldman, Sachs & Co. (Goldman Sachs) and The Goldman Sachs Group, Inc. ("GS Group" and, together with the Limited Partnerships, GS Advisors, GS Advisors II, GS oHG, Stone GP and Goldman Sachs, 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 securities reported herein as purchased and sold were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to MCG Capital Corporation (the "Company"). The Reporting Persons other than GS Group and Goldman Sachs disclaim beneficial ownership of the shares of Common Stock (as defined below) beneficially owned directly by Goldman Sachs.

F3 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly in the aggregate 6,037,500 shares of the Company's common stock, $.01 par value per share ("Common Stock") through the Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner. Goldman Sachs is the investment manager of certain of the Limited Partnerships. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Goldman Sa chs and GS Group each disclaims beneficial ownership of the shares of Common Stock owned by the Limited Partnerships except to the extent of its pecuniary interest therein.

F4 · ownership.nature: GSCP II beneficially owns directly and its general partner, GS Advisors, may be deemed to beneficially own indirectly 3,895,303 shares of Common Stock. GSCP II Offshore beneficially owns directly and its general partner, GS Advisors II, may be deemed to beneficially own indirectly 1,548,550 shares of Common Stock. GSCP II Germany beneficially owns directly and its managing partner, GS oHG, may be deemed to beneficially own indirectly 143,679 shares of Common Stock. Bridge 1998 beneficially owns directly and its managing general partner, Stone GP, may be deemed to beneficially own indirectly 104,344 shares of Common Stock. Stone 1998 beneficially owns directly and its general partner, Stone GP, may be deemed to beneficially own indirectly 345,624 shares of Common Stock. Each of GS Advisors, GS Advisors II, GS oHG and Stone GP disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest in such securities.

SEC source: 0000769993-04-000338 · mcgc404042022gsg_ex.xml · nonDerivative · entry 1

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS II L P · CIK 0000945125 · 10% owner

GS CAPITAL PARTNERS II OFFSHORE LP · CIK 0001031770 · 10% owner

GS ADVISORS LLC · CIK 0001232084 · 10% owner

GS ADVISORS II LLC · CIK 0001232082 · 10% owner

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

STONE STREET FUND 1998 LP · CIK 0001061660 · 10% owner

BRIDGE STREET FUND 1998 LP · CIK 0001061657 · 10% owner

GS CAPITAL PARTNERS II GERMANY CLP · CIK 0001035098 · 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: 6,037,500

F1 · ownership.nature: This statement is being filed by GS Capital Partners II, L.P. (GSCP II), GS Capital Partners II Offshore, L.P. (GSCP II Offshore), GS Capital Partners II (Germany) C.L.P. (GSCP II Germany), GS Advisors, L.L.C. (GS Advisors), GS Advisors II, L.L.C. (GS Advisors II), Goldman, Sachs & Co. oHG (GS oHG), Stone Street Fund 1998, L.P. (Stone 1998), Bridge Street Fund 1998, L.P. ("Bridge 1998", and together with GSCP II, GSCP II Offshore, GSCP II Germany, and Stone 1998, the "Limited Partnerships"), St one Street 1998, L.L.C. (Stone GP), Goldman, Sachs & Co. (Goldman Sachs) and The Goldman Sachs Group, Inc. ("GS Group" and, together with the Limited Partnerships, GS Advisors, GS Advisors II, GS oHG, Stone GP and Goldman Sachs, 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 securities reported herein as purchased and sold were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to MCG Capital Corporation (the "Company"). The Reporting Persons other than GS Group and Goldman Sachs disclaim beneficial ownership of the shares of Common Stock (as defined below) beneficially owned directly by Goldman Sachs.

F3 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly in the aggregate 6,037,500 shares of the Company's common stock, $.01 par value per share ("Common Stock") through the Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner. Goldman Sachs is the investment manager of certain of the Limited Partnerships. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Goldman Sa chs and GS Group each disclaims beneficial ownership of the shares of Common Stock owned by the Limited Partnerships except to the extent of its pecuniary interest therein.

F4 · ownership.nature: GSCP II beneficially owns directly and its general partner, GS Advisors, may be deemed to beneficially own indirectly 3,895,303 shares of Common Stock. GSCP II Offshore beneficially owns directly and its general partner, GS Advisors II, may be deemed to beneficially own indirectly 1,548,550 shares of Common Stock. GSCP II Germany beneficially owns directly and its managing partner, GS oHG, may be deemed to beneficially own indirectly 143,679 shares of Common Stock. Bridge 1998 beneficially owns directly and its managing general partner, Stone GP, may be deemed to beneficially own indirectly 104,344 shares of Common Stock. Stone 1998 beneficially owns directly and its general partner, Stone GP, may be deemed to beneficially own indirectly 345,624 shares of Common Stock. Each of GS Advisors, GS Advisors II, GS oHG and Stone GP disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest in such securities.

SEC source: 0000769993-04-000321 · hxl4040405gsg_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 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: 14,525,000

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 Germa ny), 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 "Purchasers") , (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 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.

F3 · ownership.nature: The securities reported herein as purchased and sold were purchased and sold and were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to Hexcel Corporation (the "Company"). The Reporting Persons, other than Goldman Sachs and GS Group disclaim beneficial ownership of these securities. GS Group and Goldman Sachs may be deemed to own beneficially and indirectly an aggregate of 14,525,000 shares of the Com pan y's common stock ("Common Stock") by reason of the beneficial ownership of such shares by the Purchasers.

F4 · ownership.nature: Affiliates of GS Group and Goldman Sachs are the members or managing members of the Purchasers. 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 Purchasers and own ed beneficially and indirectly by the Limited Partnerships, except to the extent of their pecuniary interest therein.

F5 · 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 8,272,312 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 221,325.7 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.

F6 · ownership.nature: LXH L.P., a member of LXH, may be deemed to own beneficially and indirectly 257,299.2 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 8,272,312 shares of Common Stock. Each of (i) GS Offshore, the managing member of LXH II, and (ii) GS Advisors, the general partner of GS Offshor e, may be deemed to own beneficially and indirectly 3,005,843 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.

F7 · 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 345,764 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 2,628,354 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.

F8 · 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 272,727 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. LXH II may be deemed to own beneficially and directly 6,252,688 shares of Common Stock.

SEC source: 0000769993-04-000321 · hxl4040405gsg_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 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: 14,525,400

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 Germa ny), 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 "Purchasers") , (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 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.

F3 · ownership.nature: The securities reported herein as purchased and sold were purchased and sold and were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to Hexcel Corporation (the "Company"). The Reporting Persons, other than Goldman Sachs and GS Group disclaim beneficial ownership of these securities. GS Group and Goldman Sachs may be deemed to own beneficially and indirectly an aggregate of 14,525,000 shares of the Com pan y's common stock ("Common Stock") by reason of the beneficial ownership of such shares by the Purchasers.

F4 · ownership.nature: Affiliates of GS Group and Goldman Sachs are the members or managing members of the Purchasers. 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 Purchasers and own ed beneficially and indirectly by the Limited Partnerships, except to the extent of their pecuniary interest therein.

F5 · 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 8,272,312 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 221,325.7 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.

F6 · ownership.nature: LXH L.P., a member of LXH, may be deemed to own beneficially and indirectly 257,299.2 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 8,272,312 shares of Common Stock. Each of (i) GS Offshore, the managing member of LXH II, and (ii) GS Advisors, the general partner of GS Offshor e, may be deemed to own beneficially and indirectly 3,005,843 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.

F7 · 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 345,764 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 2,628,354 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.

F8 · 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 272,727 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. LXH II may be deemed to own beneficially and directly 6,252,688 shares of Common Stock.

SEC source: 0000769993-04-000321 · hxl4040405gsg_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 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: 14,525,200

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 Germa ny), 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 "Purchasers") , (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 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.

F3 · ownership.nature: The securities reported herein as purchased and sold were purchased and sold and were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to Hexcel Corporation (the "Company"). The Reporting Persons, other than Goldman Sachs and GS Group disclaim beneficial ownership of these securities. GS Group and Goldman Sachs may be deemed to own beneficially and indirectly an aggregate of 14,525,000 shares of the Com pan y's common stock ("Common Stock") by reason of the beneficial ownership of such shares by the Purchasers.

F4 · ownership.nature: Affiliates of GS Group and Goldman Sachs are the members or managing members of the Purchasers. 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 Purchasers and own ed beneficially and indirectly by the Limited Partnerships, except to the extent of their pecuniary interest therein.

F5 · 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 8,272,312 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 221,325.7 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.

F6 · ownership.nature: LXH L.P., a member of LXH, may be deemed to own beneficially and indirectly 257,299.2 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 8,272,312 shares of Common Stock. Each of (i) GS Offshore, the managing member of LXH II, and (ii) GS Advisors, the general partner of GS Offshor e, may be deemed to own beneficially and indirectly 3,005,843 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.

F7 · 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 345,764 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 2,628,354 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.

F8 · 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 272,727 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. LXH II may be deemed to own beneficially and directly 6,252,688 shares of Common Stock.

SEC source: 0000769993-04-000224 · cmck4040211gsg_ex.xml · nonDerivative · entry 1

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTERS III L P · CIK 0001064467 · 10% owner

GS CAPITAL PARTNERS III OFFSHORE LP · CIK 0001232113 · 10% owner

GS ADVISORS III LLC · CIK 0001232083 · 10% owner

GS CAPITAL PARTNERS III GERMANY CLP · CIK 0001232110 · 10% owner

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

BRIDGE STREET FUND 1998 LP · CIK 0001061657 · 10% owner

STONE STREET FUND 1998 LP · CIK 0001061660 · 10% owner

STONE STREET 1998 LLC · CIK 0001232098 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 2,693,212

F2 · shares: Pursuant to an underwriting agreement, dated January 29, 2004 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of common stock, par value $.03 per share (the "Common Stock"), of Carmike Cinemas, Inc. (the "Company") by the Company and certain selling stockholders (including the Limited Partnerships) (the "Selling Stockholders") pursuant to a registration statement filed by the Company on Form S-3 (Registration No. 333-90028) which was declared effective by the Securities and Exchange Commission on January 29, 2004 and which offering was consummated on February 4, 2004, the underwriters party to the Underwriting Agreement (the "Underwriters") elected to exercise in full an option (the "Over-Allotment Option") to purchase an additional amount of shares of the Company's Common Stock from the Selling Stockholders.

F3 · shares: On February 11, 2004, the sale of shares of the Company's Common Stock by the Selling Stockholders to the Underwriters pursuant to the exercise in full by the Underwriters of the Over-Allotment Option was consummated and in connection with such sale, GSCP III; GSCP III Offshore; GSCP III Germany; Stone 1998 and Bridge 1998 sold 261,200; 71,807; 12,058; 29,452 and 8,889 shares of the Company's Common Stock, respectively, to the Underwriters. Goldman Sachs is one of the several Underwriters under the Underwriting Agreement.

F1 · ownership.nature: This statement is being filed by GS Capital Partners III, L.P. ("GSCP III"), GS Capital Partners III Offshore, L.P. ("GSCP III Offshore"), GS Capital Partners III Germany Civil Law Partnership (with limitation of liability) ("GSCP III Germany"), Stone Street Fund 1998, L.P. ("Stone 1998"), Bridge Street Fund 1998, L.P. ("Bridge 1998" and, together with GSCP III, GSCP III Offshore, GSCP III Germany and Stone 1998, the "Limited Partnerships"), Stone Street 1998, L.L.C. ("Stone 1998 GP"), GS Advisors III, L.L.C. ("GS Advisors III"), Goldman, Sachs & Co. oHG ("GS oHG"), Goldman, Sachs & Co. ("Goldman Sachs"), and The Goldman Sachs Group, Inc. ("GS Group" and, together with the Limited Partnerships, Stone 1998 GP, GS Advisors III, GS oHG and Goldman Sachs, the "Reporting Persons").

F2 · ownership.nature: Pursuant to an underwriting agreement, dated January 29, 2004 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of common stock, par value $.03 per share (the "Common Stock"), of Carmike Cinemas, Inc. (the "Company") by the Company and certain selling stockholders (including the Limited Partnerships) (the "Selling Stockholders") pursuant to a registration statement filed by the Company on Form S-3 (Registration No. 333-90028) which was declared effective by the Securities and Exchange Commission on January 29, 2004 and which offering was consummated on February 4, 2004, the underwriters party to the Underwriting Agreement (the "Underwriters") elected to exercise in full an option (the "Over-Allotment Option") to purchase an additional amount of shares of the Company's Common Stock from the Selling Stockholders.

F3 · ownership.nature: On February 11, 2004, the sale of shares of the Company's Common Stock by the Selling Stockholders to the Underwriters pursuant to the exercise in full by the Underwriters of the Over-Allotment Option was consummated and in connection with such sale, GSCP III; GSCP III Offshore; GSCP III Germany; Stone 1998 and Bridge 1998 sold 261,200; 71,807; 12,058; 29,452 and 8,889 shares of the Company's Common Stock, respectively, to the Underwriters. Goldman Sachs is one of the several Underwriters under the Underwriting Agreement.

F4 · ownership.nature: Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 100 shares of Common Stock. Goldman Sachs is an indirect wholly-owned subsidiary of GS Group. The Reporting Persons, other than Goldman Sachs and GS Group, disclaim beneficial ownership of the securities owned directly by Goldman Sachs. Spear, Leeds & Kellogg, L.P. ("SLK") beneficially owns directly and GS Group may be deemed to beneficially own indirectly 200 shares of Common Stock. SLK is an indirect wholly-owned subsidiary of GS Group. The Reporting Persons, other than GS Group, disclaim beneficial ownership of the securities owned directly by SLK.

F5 · ownership.nature: Each of Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 2,692,912 shares of Common Stock beneficially owned by the Limited Partnerships. Affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner of the Limited Partnerships. Goldman Sachs serves as the manager of GS Advisors III and Stone 1998 GP and as the investment manager of GSCP III, GSCP III Offshore and GSCP III Germany. Goldman Sachs and GS Group each disclaims beneficial ownership of the securities owned by the Limited Partnerships except to the extent of its pecuniary interest therein.

F6 · ownership.nature: GSCP III beneficially owns directly 1,834,581 shares of Common Stock and GSCP III Offshore beneficially owns directly 504,348 shares of Common Stock. GS Advisors III, as the sole general partner of GSCP III and GSCP III Offshore, may be deemed to beneficially own indirectly an aggregate of 2,338,929 shares of Common Stock. GS Advisors III disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. GSCP III Germany beneficially owns directly, and its managing partner, GS oHG, may be deemed to beneficially own indirectly 84,693 shares of Common Stock. GS oHG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F7 · ownership.nature: Stone 1998 beneficially owns directly 206,860 shares of Common Stock and Bridge 1998 beneficially owns directly 62,430 shares of Common Stock. Stone 1998 GP, as the general partner of Stone 1998 and the managing general partner of Bridge 1998, may be deemed to beneficially own indirectly, in the aggregate, 269,290 shares of Common Stock. Stone 1998 GP disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-04-000055 · cmck4030204gsg_ex.xml · nonDerivative · entry 1

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTERS III L P · CIK 0001064467 · 10% owner

GS CAPITAL PARTNERS III OFFSHORE LP · CIK 0001232113 · 10% owner

GS ADVISORS III LLC · CIK 0001232083 · 10% owner

GS CAPITAL PARTNERS III GERMANY CLP · CIK 0001232110 · 10% owner

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

BRIDGE STREET FUND 1998 LP · CIK 0001061657 · 10% owner

STONE STREET FUND 1998 LP · CIK 0001061660 · 10% owner

STONE STREET 1998 LLC · CIK 0001232098 · 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: 3,076,618

F2 · shares: Pursuant to an Underwriting Agreement, dated January 29, 2004, and in connection with the registered public offering of shares of Carmike Cinemas, Inc. (the "Company") common stock, par value $.03 (the "Common Stock"), by the Company and certain selling stockholders (including the Limited Partnerships) pursuant to a registration statement on Form S-3 (Registration No. 333-90028) filed by the Company which was declared effective by the Securities and Exchange Commission on January 29, 2004, which offering was consummated on February 4, 2004, GSCP III; GSCP III Offshore; GSCP III Germany; Stone 1998 and Bridge 1998 sold 765,200; 210,362; 35,326; 86,281 and 26,040 shares of Common Stock, respectively. Goldman Sachs is one of the several underwriters under the Underwriting Agreement.

F1 · ownership.nature: This statement is being filed by GS Capital Partners III, L.P. ("GSCP III"), GS Capital Partners III Offshore, L.P. ("GSCP III Offshore"), GS Capital Partners III Germany Civil Law Partnership (with limitation of liability) ("GSCP III Germany"), Stone Street Fund 1998, L.P. ("Stone 1998"), Bridge Street Fund 1998, L.P. ("Bridge 1998" and, together with GSCP III, GSCP III Offshore, GSCP III Germany and Stone 1998, the "Limited Partnerships"), Stone Street 1998, L.L.C. ("Stone 1998 GP"), GS Advisors III, L.L.C. ("GS Advisors III"), Goldman, Sachs & Co. oHG ("GS oHG"), Goldman, Sachs & Co. ("Goldman Sachs"), and The Goldman Sachs Group, Inc. ("GS Group" and, together with the Limited Partnerships, Stone 1998 GP, GS Advisors III, GS oHG and Goldman Sachs, the "Reporting Persons").

F2 · ownership.nature: Pursuant to an Underwriting Agreement, dated January 29, 2004, and in connection with the registered public offering of shares of Carmike Cinemas, Inc. (the "Company") common stock, par value $.03 (the "Common Stock"), by the Company and certain selling stockholders (including the Limited Partnerships) pursuant to a registration statement on Form S-3 (Registration No. 333-90028) filed by the Company which was declared effective by the Securities and Exchange Commission on January 29, 2004, which offering was consummated on February 4, 2004, GSCP III; GSCP III Offshore; GSCP III Germany; Stone 1998 and Bridge 1998 sold 765,200; 210,362; 35,326; 86,281 and 26,040 shares of Common Stock, respectively. Goldman Sachs is one of the several underwriters under the Underwriting Agreement.

F3 · ownership.nature: Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 100 shares of Common Stock. Goldman Sachs is an indirect wholly-owned subsidiary of GS Group. The Reporting Persons, other than Goldman Sachs and GS Group, disclaim beneficial ownership of the securities owned directly by Goldman Sachs. Spear, Leeds & Kellogg, L.P. ("SLK") beneficially owns directly and GS Group may be deemed to beneficially own indirectly 200 shares of Common Stock. SLK is an indirect wholly-owned subsidiary of GS Group. The Reporting Persons, other than GS Group, disclaim beneficial ownership of the securities owned directly by SLK.

F4 · ownership.nature: Each of Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 3,076,318 shares of Common Stock beneficially owned by the Limited Partnerships. Affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner of the Limited Partnerships. Goldman Sachs serves as the manager of GS Advisors III and Stone 1998 GP and as the investment manager of GSCP III, GSCP III Offshore and GSCP III Germany. Goldman Sachs and GS Group each disclaims beneficial ownership of the securities owned by the Limited Partnerships except to the extent of its pecuniary interest therein.

F5 · ownership.nature: GSCP III beneficially owns directly 2,095,781 shares of Common Stock and GSCP III Offshore beneficially owns directly 576,155 shares of Common Stock. GS Advisors III, as the sole general partner of GSCP III and GSCP III Offshore, may be deemed to beneficially own indirectly an aggregate of 2,671,936 shares of Common Stock. GS Advisors III disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. GSCP III Germany beneficially owns directly, and its managing partner, GS oHG, may be deemed to beneficially own indirectly 96,751 shares of Common Stock. GS oHG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F6 · ownership.nature: Stone 1998 beneficially owns directly 236,312 shares of Common Stock and Bridge 1998 beneficially owns directly 71,319 shares of Common Stock. Stone 1998 GP, as the general partner of Stone 1998 and the managing general partner of Bridge 1998, may be deemed to beneficially own indirectly, in the aggregate, 307,631 shares of Common Stock. Stone 1998 GP disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-04-000254 · mcgc404020304gsg_ex.xml · nonDerivative · entry 2

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS II L P · CIK 0000945125 · 10% owner

GS CAPITAL PARTNERS II OFFSHORE LP · CIK 0001031770 · 10% owner

GS CAPITAL PARTNERS III GERMANY CLP · CIK 0001232110 · 10% owner

GS ADVISORS LLC · CIK 0001232084 · 10% owner

GS ADVISORS II LLC · CIK 0001232082 · 10% owner

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

STONE STREET FUND 1998 LP · CIK 0001061660 · 10% owner

BRIDGE STREET FUND 1998 LP · CIK 0001061657 · 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: 6,037,500

F1 · ownership.nature: This statement is being filed by GS Capital Partners II, L.P. ("GSCP II"), GS Capital Partners II Offshore, L.P. ("GSCP II Offshore"), GS Capital Partners II (Germany) C.L.P. ("GSCP II Germany"), GS Advisors, L.L.C. ("GS Advisors"), GS Advisors II, L.L.C. ("GS Advisors II"), Goldman, Sachs & Co. oHG ("GS oHG"), Stone Street Fund 1998, L.P. ("Stone 1998"), Bridge Street Fund 1998, L.P. ("Bridge 1998", and together with GSCP II, GSCP II Offshore, GSCP II Germany, and Stone 1998, the "Limited Partnerships"), Stone Street 1998, L.L.C. ("Stone GP"), Goldman, Sachs & Co. ("Goldman Sachs") and The Goldman Sachs Group, Inc. ("GS Group"). 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 securities reported herein as purchased and sold were purchased and sold and were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to MCG Capital Corporation (the "Company"). The Reporting Persons other than GS Group and Goldman Sachs disclaim beneficial ownership of the shares of Common Stock beneficially owned directly by Goldman Sachs.

F3 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly in the aggregate 6,037,500 shares of the Company's common stock, $.01 par value per share ("Common Stock") through the Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner. Goldman Sachs is the investment manager of certain of the Limited Partnerships. Goldman Sachs is an indirect wholly-owned subsidiary of GS Group. Goldman Sachs and GS Group each disclaims beneficial ownership of the shares of Common Stock owned by the Limited Partnerships except to the extent of its pecuniary interest therein.

F4 · ownership.nature: GSCP II beneficially owns directly and its general partner, GS Advisors, may be deemed to beneficially own indirectly 3,895,303 shares of Common Stock. GSCP II Offshore beneficially owns directly and its general partner, GS Advisors II, may be deemed to beneficially own indirectly 1,548,550 shares of Common Stock. GSCP II Germany beneficially owns directly and its managing partner, GS oHG, may be deemed to beneficially own indirectly 143,679 shares of Common Stock. Bridge 1998 beneficially owns directly and its managing general partner, Stone GP, may be deemed to beneficially own indirectly 104,344 shares of Common Stock. Stone 1998 beneficially owns directly and its general partner, Stone GP, may be deemed to beneficially own indirectly 345,624 shares of Common Stock. Each of GS Advisors, GS Advisors II, GS oHG and Stone GP disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest in such securities.

SEC source: 0000769993-04-000254 · mcgc404020304gsg_ex.xml · nonDerivative · entry 1

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS II L P · CIK 0000945125 · 10% owner

GS CAPITAL PARTNERS II OFFSHORE LP · CIK 0001031770 · 10% owner

GS CAPITAL PARTNERS III GERMANY CLP · CIK 0001232110 · 10% owner

GS ADVISORS LLC · CIK 0001232084 · 10% owner

GS ADVISORS II LLC · CIK 0001232082 · 10% owner

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

STONE STREET FUND 1998 LP · CIK 0001061660 · 10% owner

BRIDGE STREET FUND 1998 LP · CIK 0001061657 · 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: 6,037,500

F1 · ownership.nature: This statement is being filed by GS Capital Partners II, L.P. ("GSCP II"), GS Capital Partners II Offshore, L.P. ("GSCP II Offshore"), GS Capital Partners II (Germany) C.L.P. ("GSCP II Germany"), GS Advisors, L.L.C. ("GS Advisors"), GS Advisors II, L.L.C. ("GS Advisors II"), Goldman, Sachs & Co. oHG ("GS oHG"), Stone Street Fund 1998, L.P. ("Stone 1998"), Bridge Street Fund 1998, L.P. ("Bridge 1998", and together with GSCP II, GSCP II Offshore, GSCP II Germany, and Stone 1998, the "Limited Partnerships"), Stone Street 1998, L.L.C. ("Stone GP"), Goldman, Sachs & Co. ("Goldman Sachs") and The Goldman Sachs Group, Inc. ("GS Group"). 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 securities reported herein as purchased and sold were purchased and sold and were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to MCG Capital Corporation (the "Company"). The Reporting Persons other than GS Group and Goldman Sachs disclaim beneficial ownership of the shares of Common Stock beneficially owned directly by Goldman Sachs.

F3 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly in the aggregate 6,037,500 shares of the Company's common stock, $.01 par value per share ("Common Stock") through the Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner. Goldman Sachs is the investment manager of certain of the Limited Partnerships. Goldman Sachs is an indirect wholly-owned subsidiary of GS Group. Goldman Sachs and GS Group each disclaims beneficial ownership of the shares of Common Stock owned by the Limited Partnerships except to the extent of its pecuniary interest therein.

F4 · ownership.nature: GSCP II beneficially owns directly and its general partner, GS Advisors, may be deemed to beneficially own indirectly 3,895,303 shares of Common Stock. GSCP II Offshore beneficially owns directly and its general partner, GS Advisors II, may be deemed to beneficially own indirectly 1,548,550 shares of Common Stock. GSCP II Germany beneficially owns directly and its managing partner, GS oHG, may be deemed to beneficially own indirectly 143,679 shares of Common Stock. Bridge 1998 beneficially owns directly and its managing general partner, Stone GP, may be deemed to beneficially own indirectly 104,344 shares of Common Stock. Stone 1998 beneficially owns directly and its general partner, Stone GP, may be deemed to beneficially own indirectly 345,624 shares of Common Stock. Each of GS Advisors, GS Advisors II, GS oHG and Stone GP disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest in such securities.

SEC source: 0000769993-03-000632 · aaii4031120gsg_ex.xml · derivative · entry 2

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS II L P · CIK 0000945125 · 10% owner

GS CAPITAL PARTNERS II OFFSHORE LP · CIK 0001031770 · 10% owner

BRIDGE STREET FUND 1995 LP · CIK 0000941186 · 10% owner

STONE STREET FUND 1995 LP · CIK 0000941168 · 10% owner

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

GS ADVISORS II LLC · CIK 0001232082 · 10% owner

GS ADVISORS LLC · CIK 0001232084 · 10% owner

GS CAPITAL PARTNERS II GERMANY CLP · CIK 0001035098 · 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: 15,000

Underlying: Common Stock · 15,000 shares

Expires 2013-11-20

F5 · price: These options were granted pursuant to the Company's 2000 Stock Option Plan for Non-Employee Directors, to a managing director of Goldman Sachs in his capacity as a director of the Company. That director has an understanding with GS Group pursuant to which he holds the stock options for the benefit of GS Group. Goldman Sachs is an indirect wholly-owned subsidiary of GS Group. These options are exercisable as follows: 33.3% on the first and second anniversaries of the grant date, which was November 20, 2003 and 33.4% on the third anniversary of the grant date.

F5 · derivative.exercise_date: These options were granted pursuant to the Company's 2000 Stock Option Plan for Non-Employee Directors, to a managing director of Goldman Sachs in his capacity as a director of the Company. That director has an understanding with GS Group pursuant to which he holds the stock options for the benefit of GS Group. Goldman Sachs is an indirect wholly-owned subsidiary of GS Group. These options are exercisable as follows: 33.3% on the first and second anniversaries of the grant date, which was November 20, 2003 and 33.4% on the third anniversary of the grant date.

F5 · ownership.nature: These options were granted pursuant to the Company's 2000 Stock Option Plan for Non-Employee Directors, to a managing director of Goldman Sachs in his capacity as a director of the Company. That director has an understanding with GS Group pursuant to which he holds the stock options for the benefit of GS Group. Goldman Sachs is an indirect wholly-owned subsidiary of GS Group. These options are exercisable as follows: 33.3% on the first and second anniversaries of the grant date, which was November 20, 2003 and 33.4% on the third anniversary of the grant date.

SEC source: 0000769993-03-000626 · aaii4031113gsg_ex.xml · nonDerivative · entry 3

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS II L P · CIK 0000945125 · 10% owner

GS CAPITAL PARTNERS II OFFSHORE LP · CIK 0001031770 · 10% owner

BRIDGE STREET FUND 1995 LP · CIK 0000941186 · 10% owner

STONE STREET FUND 1995 LP · CIK 0000941168 · 10% owner

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

GS ADVISORS II LLC · CIK 0001232082 · 10% owner

GS ADVISORS LLC · CIK 0001232084 · 10% owner

GS CAPITAL PARTNERS II GERMANY CLP · CIK 0001035098 · 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: 3,415,247

F1 · ownership.nature: This statement is being filed by GS Capital Partners II, L.P. (GSCP), GS Capital Partners II Offshore, L.P. (GSCP II Offshore), GS Capital Partners II (Germany) Civil Law Partnership (GSCP II Germany), Stone Street Fund 1995, L.P. (1995 Stone) and Bridge Street Fund 1995, L.P. ("1995 Bridge" and, together with GSCP, GSCP II Offshore, GSCP II Germany and 1995 Stone, the "Limited Partnerships"), Stone Street 1995, L.L.C. (Stone GP), GS Advisors, L.L.C. (GS Advisors), GS Advisors II, L.L.C. (GS Advisors II), Goldman, Sachs & Co. oHG (GS oHG), Goldman, Sachs & Co. (Goldman Sachs), and The Goldman Sachs Group, Inc. ("GS Group" and, together with Goldman Sachs, GS Advisors, GS Advisors II, GS oHG, Stone GP and the Limited Partnerships, 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 securities reported herein as purchased and sold were purchased and sold and were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to aaiPharma, Inc. (the "Company"). The Reporting Persons other than GS Group and Goldman Sachs disclaim beneficial ownership of the shares of Common Stock beneficially owned directly by Goldman Sachs.

F3 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly in the aggregate 3,415,247 shares of Common Stock through Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner. Goldman Sachs is an indirect wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of GSCP, GSCP II Offshore, and GSCP II Germany. Goldman Sachs and GS Group each disclaims beneficial ownership of the shares of Common Stock owned by the Limited Partnerships except to the extent of their pecuniary interest therein.

F4 · ownership.nature: GSCP beneficially owns directly and its general partner, GS Advisors, may be deemed to beneficially own indirectly 2,142,823 shares of Common Stock. GSCP II Offshore beneficially owns directly and its general partner, GS Advisors II, may be deemed to beneficially own indirectly 851,862 shares of Common Stock. GSCP II Germany beneficially owns directly and its managing partner, GS oHG, may be deemed to beneficially own indirectly 79,036 shares of Common Stock. 1995 Stone beneficially owns directly and its general partner, Stone GP, may be deemed to beneficially own indirectly 160,698 shares of Common Stock through 1995 Stone. 1995 Bridge beneficially owns directly and its managing general partner, Stone GP, may be deemed to beneficially own indirectly 180,828 shares of Common Stock through 1995 Bridge.

F5 · ownership.nature: Each of GS Advisors, GS Advisors II, GS oHG and Stone GP disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest in such securities.

SEC source: 0000769993-03-000626 · aaii4031113gsg_ex.xml · nonDerivative · entry 2

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS II L P · CIK 0000945125 · 10% owner

GS CAPITAL PARTNERS II OFFSHORE LP · CIK 0001031770 · 10% owner

BRIDGE STREET FUND 1995 LP · CIK 0000941186 · 10% owner

STONE STREET FUND 1995 LP · CIK 0000941168 · 10% owner

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

GS ADVISORS II LLC · CIK 0001232082 · 10% owner

GS ADVISORS LLC · CIK 0001232084 · 10% owner

GS CAPITAL PARTNERS II GERMANY CLP · CIK 0001035098 · 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: 3,414,847

F1 · ownership.nature: This statement is being filed by GS Capital Partners II, L.P. (GSCP), GS Capital Partners II Offshore, L.P. (GSCP II Offshore), GS Capital Partners II (Germany) Civil Law Partnership (GSCP II Germany), Stone Street Fund 1995, L.P. (1995 Stone) and Bridge Street Fund 1995, L.P. ("1995 Bridge" and, together with GSCP, GSCP II Offshore, GSCP II Germany and 1995 Stone, the "Limited Partnerships"), Stone Street 1995, L.L.C. (Stone GP), GS Advisors, L.L.C. (GS Advisors), GS Advisors II, L.L.C. (GS Advisors II), Goldman, Sachs & Co. oHG (GS oHG), Goldman, Sachs & Co. (Goldman Sachs), and The Goldman Sachs Group, Inc. ("GS Group" and, together with Goldman Sachs, GS Advisors, GS Advisors II, GS oHG, Stone GP and the Limited Partnerships, 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 securities reported herein as purchased and sold were purchased and sold and were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to aaiPharma, Inc. (the "Company"). The Reporting Persons other than GS Group and Goldman Sachs disclaim beneficial ownership of the shares of Common Stock beneficially owned directly by Goldman Sachs.

F3 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly in the aggregate 3,415,247 shares of Common Stock through Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner. Goldman Sachs is an indirect wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of GSCP, GSCP II Offshore, and GSCP II Germany. Goldman Sachs and GS Group each disclaims beneficial ownership of the shares of Common Stock owned by the Limited Partnerships except to the extent of their pecuniary interest therein.

F4 · ownership.nature: GSCP beneficially owns directly and its general partner, GS Advisors, may be deemed to beneficially own indirectly 2,142,823 shares of Common Stock. GSCP II Offshore beneficially owns directly and its general partner, GS Advisors II, may be deemed to beneficially own indirectly 851,862 shares of Common Stock. GSCP II Germany beneficially owns directly and its managing partner, GS oHG, may be deemed to beneficially own indirectly 79,036 shares of Common Stock. 1995 Stone beneficially owns directly and its general partner, Stone GP, may be deemed to beneficially own indirectly 160,698 shares of Common Stock through 1995 Stone. 1995 Bridge beneficially owns directly and its managing general partner, Stone GP, may be deemed to beneficially own indirectly 180,828 shares of Common Stock through 1995 Bridge.

F5 · ownership.nature: Each of GS Advisors, GS Advisors II, GS oHG and Stone GP disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest in such securities.

SEC source: 0000769993-03-000626 · aaii4031113gsg_ex.xml · nonDerivative · entry 1

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS II L P · CIK 0000945125 · 10% owner

GS CAPITAL PARTNERS II OFFSHORE LP · CIK 0001031770 · 10% owner

BRIDGE STREET FUND 1995 LP · CIK 0000941186 · 10% owner

STONE STREET FUND 1995 LP · CIK 0000941168 · 10% owner

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

GS ADVISORS II LLC · CIK 0001232082 · 10% owner

GS ADVISORS LLC · CIK 0001232084 · 10% owner

GS CAPITAL PARTNERS II GERMANY CLP · CIK 0001035098 · 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: 3,414,948

F1 · ownership.nature: This statement is being filed by GS Capital Partners II, L.P. (GSCP), GS Capital Partners II Offshore, L.P. (GSCP II Offshore), GS Capital Partners II (Germany) Civil Law Partnership (GSCP II Germany), Stone Street Fund 1995, L.P. (1995 Stone) and Bridge Street Fund 1995, L.P. ("1995 Bridge" and, together with GSCP, GSCP II Offshore, GSCP II Germany and 1995 Stone, the "Limited Partnerships"), Stone Street 1995, L.L.C. (Stone GP), GS Advisors, L.L.C. (GS Advisors), GS Advisors II, L.L.C. (GS Advisors II), Goldman, Sachs & Co. oHG (GS oHG), Goldman, Sachs & Co. (Goldman Sachs), and The Goldman Sachs Group, Inc. ("GS Group" and, together with Goldman Sachs, GS Advisors, GS Advisors II, GS oHG, Stone GP and the Limited Partnerships, 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 securities reported herein as purchased and sold were purchased and sold and were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to aaiPharma, Inc. (the "Company"). The Reporting Persons other than GS Group and Goldman Sachs disclaim beneficial ownership of the shares of Common Stock beneficially owned directly by Goldman Sachs.

F3 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly in the aggregate 3,415,247 shares of Common Stock through Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner. Goldman Sachs is an indirect wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of GSCP, GSCP II Offshore, and GSCP II Germany. Goldman Sachs and GS Group each disclaims beneficial ownership of the shares of Common Stock owned by the Limited Partnerships except to the extent of their pecuniary interest therein.

F4 · ownership.nature: GSCP beneficially owns directly and its general partner, GS Advisors, may be deemed to beneficially own indirectly 2,142,823 shares of Common Stock. GSCP II Offshore beneficially owns directly and its general partner, GS Advisors II, may be deemed to beneficially own indirectly 851,862 shares of Common Stock. GSCP II Germany beneficially owns directly and its managing partner, GS oHG, may be deemed to beneficially own indirectly 79,036 shares of Common Stock. 1995 Stone beneficially owns directly and its general partner, Stone GP, may be deemed to beneficially own indirectly 160,698 shares of Common Stock through 1995 Stone. 1995 Bridge beneficially owns directly and its managing general partner, Stone GP, may be deemed to beneficially own indirectly 180,828 shares of Common Stock through 1995 Bridge.

F5 · ownership.nature: Each of GS Advisors, GS Advisors II, GS oHG and Stone GP disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest in such securities.

SEC source: 0000769993-03-000591 · aaii4031023gsg_ex.xml · nonDerivative · entry 2

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS II L P · CIK 0000945125 · 10% owner

GS CAPITAL PARTNERS II OFFSHORE LP · CIK 0001031770 · 10% owner

GS CAPITAL PARTNERS II GERMANY CLP · CIK 0001035098 · 10% owner

BRIDGE STREET FUND 1995 LP · CIK 0000941186 · 10% owner

STONE STREET FUND 1995 · CIK 0000941168 · 10% owner

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

GS ADVISORS II LLC · CIK 0001232082 · 10% owner

GS ADVISORS LLC · CIK 0001232084 · 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: 3,415,247

F1 · balance_after: The positions reported herein have been adjusted to reflect aaiPharma, Inc.'s (the "Company") February 19, 2003 three-for-two common stock split.

F1 · ownership.nature: The positions reported herein have been adjusted to reflect aaiPharma, Inc.'s (the "Company") February 19, 2003 three-for-two common stock split.

F2 · ownership.nature: This statement is being filed by GS Capital Partners II, L.P. (GSCP), GS Capital Partners II Offshore, L.P. (GSCP II Offshore), GS Capital Partners II (Germany) Civil Law Partnership (GSCP II Germany), Stone Street Fund 1995, L.P. (1995 Stone) and Bridge Street Fund 1995, L.P. ("1995 Bridge" and, together with GSCP, GSCP II Offshore, GSCP II Germany and 1995 Stone, the "Limited Partnerships"), Stone Street 1995, L.L.C. (Stone GP), GS Advisors, L.L.C. (GS Advisors), GS Advisors II, L.L.C. (GS Advisors II), Goldman, Sachs & Co. oHG (GS oHG), Goldman, Sachs & Co. (Goldman Sachs), and The Goldman Sachs Group, Inc. ("GS Group" and, together with Goldman Sachs, GS Advisors, GS Advisors II, GS oHG, Stone GP and the Limited Partnerships, 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 purchased and sold were purchased and sold and were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to the Company. The Reporting Persons other than GS Group and Goldman Sachs disclaim beneficial ownership of the shares of Common Stock beneficially owned directly by Goldman Sachs.

F4 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly in the aggregate 3,415,247 shares of Common Stock through the Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner. Goldman Sachs is an indirect wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of GSCP, GSCP II Offshore, and GSCP II Germany. Goldman Sachs and GS Group each disclaims beneficial ownership of the shares of Common Stock owned by the Limited Partnerships except to the extent of their pecuniary interest therein.

F5 · ownership.nature: GSCP beneficially owns directly and its general partner, GS Advisors, may be deemed to beneficially own indirectly 2,142,823 shares of Common Stock. GSCP II Offshore beneficially owns directly and its general partner, GS Advisors II, may be deemed to beneficially own indirectly 851,862 shares of Common Stock. GSCP II Germany beneficially owns directly and its managing partner, GS oHG, may be deemed to beneficially own indirectly 79,036 shares of Common Stock. 1995 Stone beneficially owns directly and its general partner, Stone GP, may be deemed to beneficially own indirectly 160,698 shares of Common Stock through 1995 Stone. 1995 Bridge beneficially owns directly and its managing general partner, Stone GP, may be deemed to beneficially own indirectly 180,828 shares of Common Stock through 1995 Bridge.

F6 · ownership.nature: Each of GS Advisors, GS Advisors II, GS oHG and Stone GP disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest in such securities.

SEC source: 0000769993-03-000591 · aaii4031023gsg_ex.xml · nonDerivative · entry 1

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

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS CAPITAL PARTNERS II L P · CIK 0000945125 · 10% owner

GS CAPITAL PARTNERS II OFFSHORE LP · CIK 0001031770 · 10% owner

GS CAPITAL PARTNERS II GERMANY CLP · CIK 0001035098 · 10% owner

BRIDGE STREET FUND 1995 LP · CIK 0000941186 · 10% owner

STONE STREET FUND 1995 · CIK 0000941168 · 10% owner

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

GS ADVISORS II LLC · CIK 0001232082 · 10% owner

GS ADVISORS LLC · CIK 0001232084 · 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: 3,420,247

F1 · balance_after: The positions reported herein have been adjusted to reflect aaiPharma, Inc.'s (the "Company") February 19, 2003 three-for-two common stock split.

F1 · ownership.nature: The positions reported herein have been adjusted to reflect aaiPharma, Inc.'s (the "Company") February 19, 2003 three-for-two common stock split.

F2 · ownership.nature: This statement is being filed by GS Capital Partners II, L.P. (GSCP), GS Capital Partners II Offshore, L.P. (GSCP II Offshore), GS Capital Partners II (Germany) Civil Law Partnership (GSCP II Germany), Stone Street Fund 1995, L.P. (1995 Stone) and Bridge Street Fund 1995, L.P. ("1995 Bridge" and, together with GSCP, GSCP II Offshore, GSCP II Germany and 1995 Stone, the "Limited Partnerships"), Stone Street 1995, L.L.C. (Stone GP), GS Advisors, L.L.C. (GS Advisors), GS Advisors II, L.L.C. (GS Advisors II), Goldman, Sachs & Co. oHG (GS oHG), Goldman, Sachs & Co. (Goldman Sachs), and The Goldman Sachs Group, Inc. ("GS Group" and, together with Goldman Sachs, GS Advisors, GS Advisors II, GS oHG, Stone GP and the Limited Partnerships, 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 purchased and sold were purchased and sold and were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to the Company. The Reporting Persons other than GS Group and Goldman Sachs disclaim beneficial ownership of the shares of Common Stock beneficially owned directly by Goldman Sachs.

F4 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly in the aggregate 3,415,247 shares of Common Stock through the Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner. Goldman Sachs is an indirect wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of GSCP, GSCP II Offshore, and GSCP II Germany. Goldman Sachs and GS Group each disclaims beneficial ownership of the shares of Common Stock owned by the Limited Partnerships except to the extent of their pecuniary interest therein.

F5 · ownership.nature: GSCP beneficially owns directly and its general partner, GS Advisors, may be deemed to beneficially own indirectly 2,142,823 shares of Common Stock. GSCP II Offshore beneficially owns directly and its general partner, GS Advisors II, may be deemed to beneficially own indirectly 851,862 shares of Common Stock. GSCP II Germany beneficially owns directly and its managing partner, GS oHG, may be deemed to beneficially own indirectly 79,036 shares of Common Stock. 1995 Stone beneficially owns directly and its general partner, Stone GP, may be deemed to beneficially own indirectly 160,698 shares of Common Stock through 1995 Stone. 1995 Bridge beneficially owns directly and its managing general partner, Stone GP, may be deemed to beneficially own indirectly 180,828 shares of Common Stock through 1995 Bridge.

F6 · ownership.nature: Each of GS Advisors, GS Advisors II, GS oHG and Stone GP disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest in such securities.

SEC source: 0001169232-03-005940 · d03-57080_ex.xml · nonDerivative · entry 2

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

BRIDGE STREET FUND 1998 LP · CIK 0001061657 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

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

GS ADVISORS LLC · CIK 0001232084 · 10% owner

GS CAPITAL PARTNERS II GERMANY CLP · CIK 0001035098 · 10% owner

GS CAPITAL PARTNERS II L P · CIK 0000945125 · 10% owner

GS CAPITAL PARTNERS II OFFSHORE LP · CIK 0001031770 · 10% owner

STONE STREET FUND 1998 LP · CIK 0001061660 · 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: 6,037,500

F1 · balance_after: This statement is being filed by GS Capital Partners II, L.P. (GSCP II), GS Capital Partners II Offshore, L.P. (GSCP II Offshore), GS Capital Partners II (Germany) C.L.P. (GSCP II Germany), GS Advisors, L.L.C. (GS Advisors), GS Advisors II, L.L.C. (GS Advisors II), Goldman, Sachs & Co. oHG (GS oHG), Stone Street Fund 1998, L.P. (Stone 1998), Bridge Street Fund 1998, L.P. (Bridge 1998 and, together with GSCP II, GSCP II Offshore, GSCP II Germany, and Stone 1998, the "Limited Partnerships"), Stone Street 1998, L.L.C. (Stone GP), Goldman, Sachs & Co. (Goldman Sachs) and The Goldman Sachs Group, Inc. (GS Group). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F2 · balance_after: The securities reported herein as purchased and sold were purchased and sold and were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to the Company. The Reporting Persons other than GS Group and Goldman Sachs disclaim beneficial ownership of the shares of Common Stock beneficially owned directly by Goldman Sachs.

F3 · balance_after: Goldman Sachs and GS Group may be deemed to beneficially own indirectly in the aggregate 6,037,500 shares of Common Stock through the Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner. Goldman Sachs is the investment manager of certain of the Limited Partnerships. Goldman Sachs is an indirect wholly-owned subsidiary of GS Group. Goldman Sachs and GS Group each disclaims beneficial ownership of the shares of Common Stock owned by the Limited Partnerships except to the extent of its pecuniary interest therein.

F4 · balance_after: GSCP II beneficially owns directly and its general partner, GS Advisors, may be deemed to beneficially own indirectly 3,895,303 shares of Common Stock. GSCP II Offshore beneficially owns directly and its general partner, GS Advisors II, may be deemed to beneficially own indirectly 1,548,550 shares of Common Stock. GSCP II Germany beneficially owns directly and its managing partner, GS oHG, may be deemed to beneficially own indirectly 143,679 shares of Common Stock. Bridge 1998 beneficially owns directly and its managing general partner, Stone GP, may be deemed to beneficially own indirectly 104,344 shares of Common Stock. Stone 1998 beneficially owns directly and its general partner, Stone GP, may be deemed to beneficially own indirectly 345,624 shares of Common Stock.

F5 · balance_after: Each of GS Advisors, GS Advisors II, GS oHG and Stone GP disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest in such securities.

F1 · ownership.nature: This statement is being filed by GS Capital Partners II, L.P. (GSCP II), GS Capital Partners II Offshore, L.P. (GSCP II Offshore), GS Capital Partners II (Germany) C.L.P. (GSCP II Germany), GS Advisors, L.L.C. (GS Advisors), GS Advisors II, L.L.C. (GS Advisors II), Goldman, Sachs & Co. oHG (GS oHG), Stone Street Fund 1998, L.P. (Stone 1998), Bridge Street Fund 1998, L.P. (Bridge 1998 and, together with GSCP II, GSCP II Offshore, GSCP II Germany, and Stone 1998, the "Limited Partnerships"), Stone Street 1998, L.L.C. (Stone GP), Goldman, Sachs & Co. (Goldman Sachs) and The Goldman Sachs Group, Inc. (GS Group). 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 securities reported herein as purchased and sold were purchased and sold and were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to the Company. The Reporting Persons other than GS Group and Goldman Sachs disclaim beneficial ownership of the shares of Common Stock beneficially owned directly by Goldman Sachs.

F3 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly in the aggregate 6,037,500 shares of Common Stock through the Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner. Goldman Sachs is the investment manager of certain of the Limited Partnerships. Goldman Sachs is an indirect wholly-owned subsidiary of GS Group. Goldman Sachs and GS Group each disclaims beneficial ownership of the shares of Common Stock owned by the Limited Partnerships except to the extent of its pecuniary interest therein.

F4 · ownership.nature: GSCP II beneficially owns directly and its general partner, GS Advisors, may be deemed to beneficially own indirectly 3,895,303 shares of Common Stock. GSCP II Offshore beneficially owns directly and its general partner, GS Advisors II, may be deemed to beneficially own indirectly 1,548,550 shares of Common Stock. GSCP II Germany beneficially owns directly and its managing partner, GS oHG, may be deemed to beneficially own indirectly 143,679 shares of Common Stock. Bridge 1998 beneficially owns directly and its managing general partner, Stone GP, may be deemed to beneficially own indirectly 104,344 shares of Common Stock. Stone 1998 beneficially owns directly and its general partner, Stone GP, may be deemed to beneficially own indirectly 345,624 shares of Common Stock.

F5 · ownership.nature: Each of GS Advisors, GS Advisors II, GS oHG and Stone GP disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest in such securities.

SEC source: 0001169232-03-005940 · d03-57080_ex.xml · nonDerivative · entry 1

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

BRIDGE STREET FUND 1998 LP · CIK 0001061657 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

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

GS ADVISORS LLC · CIK 0001232084 · 10% owner

GS CAPITAL PARTNERS II GERMANY CLP · CIK 0001035098 · 10% owner

GS CAPITAL PARTNERS II L P · CIK 0000945125 · 10% owner

GS CAPITAL PARTNERS II OFFSHORE LP · CIK 0001031770 · 10% owner

STONE STREET FUND 1998 LP · CIK 0001061660 · 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: 6,037,500

F1 · balance_after: This statement is being filed by GS Capital Partners II, L.P. (GSCP II), GS Capital Partners II Offshore, L.P. (GSCP II Offshore), GS Capital Partners II (Germany) C.L.P. (GSCP II Germany), GS Advisors, L.L.C. (GS Advisors), GS Advisors II, L.L.C. (GS Advisors II), Goldman, Sachs & Co. oHG (GS oHG), Stone Street Fund 1998, L.P. (Stone 1998), Bridge Street Fund 1998, L.P. (Bridge 1998 and, together with GSCP II, GSCP II Offshore, GSCP II Germany, and Stone 1998, the "Limited Partnerships"), Stone Street 1998, L.L.C. (Stone GP), Goldman, Sachs & Co. (Goldman Sachs) and The Goldman Sachs Group, Inc. (GS Group). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F2 · balance_after: The securities reported herein as purchased and sold were purchased and sold and were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to the Company. The Reporting Persons other than GS Group and Goldman Sachs disclaim beneficial ownership of the shares of Common Stock beneficially owned directly by Goldman Sachs.

F3 · balance_after: Goldman Sachs and GS Group may be deemed to beneficially own indirectly in the aggregate 6,037,500 shares of Common Stock through the Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner. Goldman Sachs is the investment manager of certain of the Limited Partnerships. Goldman Sachs is an indirect wholly-owned subsidiary of GS Group. Goldman Sachs and GS Group each disclaims beneficial ownership of the shares of Common Stock owned by the Limited Partnerships except to the extent of its pecuniary interest therein.

F4 · balance_after: GSCP II beneficially owns directly and its general partner, GS Advisors, may be deemed to beneficially own indirectly 3,895,303 shares of Common Stock. GSCP II Offshore beneficially owns directly and its general partner, GS Advisors II, may be deemed to beneficially own indirectly 1,548,550 shares of Common Stock. GSCP II Germany beneficially owns directly and its managing partner, GS oHG, may be deemed to beneficially own indirectly 143,679 shares of Common Stock. Bridge 1998 beneficially owns directly and its managing general partner, Stone GP, may be deemed to beneficially own indirectly 104,344 shares of Common Stock. Stone 1998 beneficially owns directly and its general partner, Stone GP, may be deemed to beneficially own indirectly 345,624 shares of Common Stock.

F5 · balance_after: Each of GS Advisors, GS Advisors II, GS oHG and Stone GP disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest in such securities.

F1 · ownership.nature: This statement is being filed by GS Capital Partners II, L.P. (GSCP II), GS Capital Partners II Offshore, L.P. (GSCP II Offshore), GS Capital Partners II (Germany) C.L.P. (GSCP II Germany), GS Advisors, L.L.C. (GS Advisors), GS Advisors II, L.L.C. (GS Advisors II), Goldman, Sachs & Co. oHG (GS oHG), Stone Street Fund 1998, L.P. (Stone 1998), Bridge Street Fund 1998, L.P. (Bridge 1998 and, together with GSCP II, GSCP II Offshore, GSCP II Germany, and Stone 1998, the "Limited Partnerships"), Stone Street 1998, L.L.C. (Stone GP), Goldman, Sachs & Co. (Goldman Sachs) and The Goldman Sachs Group, Inc. (GS Group). 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 securities reported herein as purchased and sold were purchased and sold and were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to the Company. The Reporting Persons other than GS Group and Goldman Sachs disclaim beneficial ownership of the shares of Common Stock beneficially owned directly by Goldman Sachs.

F3 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly in the aggregate 6,037,500 shares of Common Stock through the Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner. Goldman Sachs is the investment manager of certain of the Limited Partnerships. Goldman Sachs is an indirect wholly-owned subsidiary of GS Group. Goldman Sachs and GS Group each disclaims beneficial ownership of the shares of Common Stock owned by the Limited Partnerships except to the extent of its pecuniary interest therein.

F4 · ownership.nature: GSCP II beneficially owns directly and its general partner, GS Advisors, may be deemed to beneficially own indirectly 3,895,303 shares of Common Stock. GSCP II Offshore beneficially owns directly and its general partner, GS Advisors II, may be deemed to beneficially own indirectly 1,548,550 shares of Common Stock. GSCP II Germany beneficially owns directly and its managing partner, GS oHG, may be deemed to beneficially own indirectly 143,679 shares of Common Stock. Bridge 1998 beneficially owns directly and its managing general partner, Stone GP, may be deemed to beneficially own indirectly 104,344 shares of Common Stock. Stone 1998 beneficially owns directly and its general partner, Stone GP, may be deemed to beneficially own indirectly 345,624 shares of Common Stock.

F5 · ownership.nature: Each of GS Advisors, GS Advisors II, GS oHG and Stone GP disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest in such securities.