PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth as of the date of this prospectus certain information regarding the beneficial ownership of our common stock:

  • immediately prior to the consummation of the offerings, but after giving effect to the incorporation transactions and the related transactions that are described under "Certain Relationships and Related Transactions — Incorporation and Related Transactions"; and

  • as adjusted to reflect the sale of the shares of our common stock pursuant to the offerings by:

    1. each person who is known to Goldman Sachs to be the beneficial owner of more than 5% of our common stock after the consummation of the offerings;

    2. each director and named executive officer of Goldman Sachs; and

    3. all directors and executive officers of Goldman Sachs as a group.
Except as otherwise indicated, the persons or entities listed below have sole voting and investment power with respect to the shares beneficially owned by them. None of our employees are selling shares of common stock in the offerings.

For purposes of this table, information as to the shares of common stock is calculated based on 386,245,963 shares of common stock outstanding prior to the consummation of the offerings and 437,245,963 shares of common stock outstanding after the offerings. For purposes of this table, "beneficial ownership" is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, pursuant to which a person or group of persons is deemed to have "beneficial ownership" of any shares of common stock that such person has the right to acquire within 60 days after the date of this prospectus. For purposes of computing the percentage of outstanding shares of common stock held by each person or group of persons named above, any shares which such person or persons has the right to acquire within 60 days after the date of this prospectus are deemed to be outstanding but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.

Shares Beneficially
Owned Prior
to Offerings
 Number of
Shares
Offered
 Shares Beneficially
Owned After
Offerings
Name
 Number
 Percent
 Number
 Percent
5% Shareholders:
   Sumitomo Bank Capital Markets, Inc.(1) 30,425,052 7.9% 9,000,000 21,425,052 4.9%
   Kamehameha Activities Association(2) 30,975,421 8.0 9,000,000 21,975,421 5.0
Directors and named executive officers:
   Henry M. Paulson, Jr.(3) 4,132,235 1.1 0 4,132,235 *
   Robert J. Hurst(3) 3,835,124 * 0 3,835,124 *
   John A. Thain(3) 3,101,426 * 0 3,101,426 *
   John L. Thornton(3) 3,012,541 * 0 3,012,541 *
   Sir John Browne(3) 0 — 0 0 —
   James A. Johnson(3) 0 — 0 0 —
   John L. Weinberg(3) 444,444 * 0 444,444 *
   Jon S. Corzine(4) 4,414,198 1.1 0 4,414,198 1.0
   Roy J. Zuckerberg(5) 3,026,974 * 0 3,026,974 *
All directors and continuing executive
   officers as a group (13 persons)(6) 		26,152,648 6.8 0 26,152,648 6.0

* Less than 1% of the outstanding shares of common stock.

(1) 277 Park Avenue, New York, New York 10172. For purposes of calculating the number of shares of common stock beneficially owned prior to the offerings, includes 9,000,000 shares of common stock beneficially owned by Sumitomo Bank Capital Markets, Inc. that will be sold in the offerings. Excludes 7,440,362 shares of common stock that Sumitomo Bank Capital Markets, Inc. would receive upon the conversion of its 7,440,362 shares of nonvoting common stock. The shares of nonvoting common stock are not convertible until the 185th day after the consummation of the offerings. For a description of the nonvoting common stock, see "Description of Capital Stock — Nonvoting Common Stock".

Sumitomo Bank Capital Markets, Inc. in the ordinary course of business enters into derivative contracts and other transactions with Goldman Sachs. These contracts and other transactions are negotiated on an arm's-length basis and contain customary terms and conditions.

(2) 567 South King Street, Suite 150, Honolulu, Hawaii 96813. Kamehameha Activities Association is the owner of the shares to be offered. The Estate of Bernice Pauahi Bishop, an affiliate of Kamehameha Activities Association, is joining in and consenting to the sale.

Kamehameha Activities Association in the ordinary course of business is an investor in a number of Goldman Sachs' merchant banking funds and from time to time is a party to other transactions with Goldman Sachs. These investments and transactions are negotiated on an arm's-length basis and contain customary terms and conditions.

(3) c/o The Goldman Sachs Group, Inc., 85 Broad Street, New York, New York 10004. Excludes any shares of common stock subject to the shareholders' agreement referred to below that are owned by other parties to the shareholders' agreement. While each of Messrs. Paulson, Hurst, Thain and Thornton is a party to the shareholders' agreement and is a member of the Shareholders' Committee, each disclaims beneficial ownership of the shares of common stock subject to the shareholders' agreement other than those specified above for each such person individually, and each disclaims beneficial ownership of the shares of common stock subject to the voting agreements between Sumitomo Bank Capital Markets, Inc. and Kamehameha Activities Association, respectively, on the one hand, and Goldman Sachs, on the other hand. See "Certain Relationships and Related Transactions — Shareholders' Agreement" for a discussion of the shareholders' agreement and the voting agreements.

(4) Mr. Corzine, who is leaving Goldman Sachs after the consummation of the offerings, served as Chairman or Co-Chairman and Chief Executive Officer or Co-Chief Executive Officer of The Goldman Sachs Group, L.P. during fiscal 1998.

(5) Mr. Zuckerberg, who retired in November 1998, served as Vice Chairman of The Goldman Sachs Group, L.P. during fiscal 1998.

(6) Total excludes the shares of common stock beneficially owned by Messrs. Corzine and Zuckerberg, former executive officers of The Goldman Sachs Group, L.P. Each continuing executive officer is a party to the shareholders' agreement and each disclaims beneficial ownership of the shares of common stock subject to the shareholders' agreement other than those specified above, and each disclaims beneficial ownership of the shares of common stock subject to the voting agreements between Sumitomo Bank Capital Markets, Inc. and Kamehameha Activities Association, respectively, on the one hand, and Goldman Sachs, on the other hand. See "Certain Relationships and Related Transactions — Shareholders' Agreement" for a discussion of the shareholders' agreement and the voting agreements.
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