* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a direct and indirect
wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership
of all shares of Nalco Holding Company's (the "Company"), common stock, par value $.01 per share ("Common Stock") in excess
of his pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the
beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange
Act of 1934, as amended, or for any other purpose. The securities reported herein are beneficially owned directly by Nalco
LLC. |
(2) |
The 22,319,839 shares of Common Stock reported as indirectly beneficially owned assumes the issuance of a dividend
immediately prior to the consummation of the Company's initial public offering of 90,175,916 shares of Common Stock to Nalco
LLC, and reflects an indirect beneficial ownership in the Company based on the membership interest in Nalco LLC held by
certain investment partnerships and limited liability companies of which affiliates of Goldman Sachs and GS Group are the
general partner, managing general partner, managing partner, manager or investment manager, which own in the aggregate
approximately 24.8% of Nalco LLC. The balance of the membership interests in Nalco LLC are held by affiliates of The
Blackstone Group L.P. and Apollo Management V, L.P., as well as certain members of management of the Company. |