To the Partners,
We have examined Management's Discussion and Analysis of Financial
Condition and Results of Operations, except as discussed in the third paragraph
below ("MD&A"), taken as a whole, of The Goldman Sachs Group, L.P. and
Subsidiaries (the "Firm") for the three-year period ended November 27, 1998,
included on pages 37 to 62 of this prospectus. Management is responsible for the
preparation of the Firm's MD&A pursuant to the rules and regulations adopted by
the Securities and Exchange Commission. Our responsibility is to express an
opinion on the presentation based on our examination. We have audited, in
accordance with generally accepted auditing standards, the consolidated
financial statements of the Firm as of November 27, 1998 and November 28, 1997,
and for each of the three years in the period ended November 27, 1998, and in
our report dated January 22, 1999, we expressed an unqualified opinion on those
financial statements.
Our examination of MD&A was made in accordance with attestation
standards established by the American Institute of Certified Public Accountants
and, accordingly, included examining, on a test basis, evidence supporting the
historical amounts and disclosures in the presentation. An examination also
includes assessing the significant determinations made by management as to the
relevance of information to be included and the estimates and assumptions that
affect reported information. We believe that our examination provides a
reasonable basis for our opinion.
The preparation of MD&A requires management to interpret the criteria,
make determinations as to the relevance of information to be included, and make
estimates and assumptions that affect reported information. MD&A includes
information regarding the estimated future impact of transactions and events
that have occurred or are expected to occur, expected sources of liquidity and
capital resources, operating trends, commitments, and uncertainties, including
those related to the Year 2000 readiness issue. Actual results in the future may
differ materially from management's present assessment of this information
because events and circumstances frequently do not occur as expected.
Our examination of MD&A of the Firm did not include (i) the information
presented under the headings "VaR" or "VaR Methodology, Assumptions and
Limitations" or (ii) information for the three months ended February 26, 1999
and February 27, 1998. Accordingly, we express no opinion on such
information.
In our opinion, the Firm's presentation of MD&A for the three-year
period ended November 27, 1998 includes, in all material respects, the required
elements of the rules and regulations adopted by the Securities and Exchange
Commission; the historical financial amounts included therein have been
accurately derived, in all material respects, from the Firm's financial
statements; and the underlying information, determinations, estimates, and
assumptions of the Firm provide a reasonable basis for the disclosures contained
therein.
PricewaterhouseCoopers LLP
New York, New York
|