Bond Goldman & Sachs 4.15% ( XS1610699818 ) in AUD

Goldman & Sachs

100 % ⇌

United States

XS1610699818 ( in AUD )

4.15% per year ( payment 1 time a year)

06/04/2033

Prospectus brochure of the bond Goldman Sachs XS1610699818 en AUD 4.15%, maturity 06/04/2033

5 000 000 AUD

30 000 000 AUD

06/04/2026 ( In 260 days )

Goldman Sachs is a leading global investment banking, securities, and investment management firm that provides a wide range of financial services to corporations, governments, and high-net-worth individuals.

An analysis of the fixed-income market highlights a specific bond issuance identified by the ISIN code XS1610699818. This security is issued by Goldman Sachs, a globally renowned American multinational investment bank and financial services company. Headquartered in New York City, Goldman Sachs stands as a pivotal institution in global finance, offering a comprehensive suite of services including investment banking, securities, investment management, and consumer banking. Its long-standing reputation, financial strength, and extensive market presence, built over more than 150 years, position it as a significant and reliable issuer in the debt capital markets. This particular bond, denominated in Australian Dollars (AUD), is presently trading at 100% of its face value, indicating it is at par. It features an annual interest rate of 4.15%, designed to provide a steady income stream to investors. The total size of this bond issuance amounts to AUD 30,000,000. Potential investors should be aware of the minimum acquisition size, set at AUD 5,000,000. The bond is scheduled to mature on April 6, 2033, offering a medium-to-long-term investment horizon, with interest payments distributed annually.

The Goldman Sachs Group, Inc.
Euro Medium-Term Notes, Series H
________________
TERMS OF SALE
References to the notes refer to the Series H euro medium-term notes. The fol owing terms may apply to the notes that The Goldman
Sachs Group, Inc. may sell from time to time. The specific terms of each note wil be included in the pricing supplement relating to
that note.

stated maturity of up to 40 years from the date of issue

may be amortized or subject to a sinking fund

fixed or floating interest rate, or issued with original

may be convertible, exercisable or exchangeable, at
issue discount
our option or the holder's option, into or for securities
of one or more issuers other than The Goldman Sachs

amount of principal or interest may be determined by
Group, Inc.
reference to one or more underlying indices,
securities, currencies or other rates, measures or

may be denominated in U.S. dol ars or in other
instruments
currencies, currency units or composite currencies and
payable in the denominated or other currencies

may be subject to redemption at the option of The
Goldman Sachs Group, Inc. or repayment at the option

settlement in immediately available funds
of the holder
The notes will not be secured by any of our property or assets and will not be subordinated to any of our other debt obligations.
Any of the terms described above may be varied in the applicable pricing supplement.
The Goldman Sachs Group, Inc. (Legal Entity Identifier - 784F5XWPLTWKTBV3E584) may offer and sell these notes to or through
one or more underwriters, dealers and agents, including Goldman Sachs International, or directly to purchasers, on a continuous or
delayed basis.
This offering circular constitutes a base prospectus for the purpose of Part IV of the Luxembourg law on prospectuses for securities
dated July 16, 2019. It may be used only for the purposes for which it has been published. This offering circular is dated June 2, 2021
and supersedes and replaces the offering circular dated June 2, 2020. This offering circular may not be used for the purpose of listing
the notes on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF Market after June 2, 2022.
Subject to certain exceptions, the notes may not be offered, sold or delivered, directly or indirectly, in the United States of America or
to U.S. persons. See "Plan of Distribution". The notes have not been and wil not be registered under the United States Securities
Act of 1933, as amended, or under the securities or blue sky laws of any state. Neither the U.S. Securities and Exchange
Commission nor any other regulatory body has approv ed or disapprov ed of the notes or passed upon the accuracy or
inaccuracy of this offering circular. This offering circular is not for use in, and may not be deliv ered to or inside, the United
States.
For a description of certain other restrictions on offers, sales and deliveries of the notes and the distribution of offering material in
certain jurisdictions, see "Plan of Distribution" and the applicable pricing supplement.
The notes w e may issue are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any
other gov ernmental agency, nor are they obligations of, or guaranteed by, a bank.
The Goldman Sachs Group, Inc. may use this offering circular in the initial sale of any note. In addition, Goldman Sachs International
or any other affiliate of The Goldman Sachs Group, Inc. may use this offering circular in a market-making transaction in any note after
its initial sale. Unless The Goldman Sachs Group, Inc. or its agent informs the purchaser otherwise in the confirmation of
sale, this offering circular is being used in a market-making transaction.
If the notes are stated in the applicable pricing supplement to be issued under the new safekeeping structure ("NSS"), then we wil
deliver these notes to a common safekeeper for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme
("Clearstream, Luxembourg"). Global notes which are not issued under NSS wil be deposited with a common depositary for Euroclear
and Clearstream, Luxembourg.
Application has been made to the Luxembourg Stock Exchange for notes issued under the Series H euro medium-term notes program
to be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Luxembourg Stock Exchange's Euro
MTF market (the "Euro MTF"). The Euro MTF is not a regulated market for the purposes of Directive 2014/65/EU (as amended, "MiFID
II"). The relevant pricing supplement wil specify whether the applicable notes are to be listed or will be unlisted. The Goldman Sachs
Group, Inc. is under no obligation to maintain the listing of any notes that are listed. See "Listing and General Information".
See "Risk Factors" beginning on p. 12 for a discussion of certain risks that should be considered in connection w ith an
inv estment in certain types of notes w hich may be offered hereby.
Goldman Sachs International
________________
Offering Circular, dated June 2, 2021

4850-9494-0649 v.2

Unless the context otherwise requires, references in this offering circular to "The Goldman
Sachs Group, Inc.", "we", "our" and "us" mean only The Goldman Sachs Group, Inc. and do not
include its consolidated subsidiaries. References to "Goldman Sachs" and the "Goldman Sachs
Group" refer to The Goldman Sachs Group, Inc. together with its consolidated subsidiaries. Also,
when we refer to "holders" we mean those who own notes registered in their own names, on the
books that we or our agents maintain for this purpose; "holders" does not refer to those who own
beneficial interests in notes registered in street name or in notes issued in global -- i.e., book-entry
-- form through Euroclear SA/NV, Clearstream Banking, société anonyme, or another depositary.
Prospective owners of beneficial interests in the notes issued in global form should read the section
entitled "Description of the Program -- Form, Exchange, Registration and Transfer" below.
We have not authorized anyone to provide any information or to make any representations other
than those contained or incorporated by reference in this offering circular. Neither this offering
circular nor any pricing supplement constitutes an offer to sell or the solicitation of an offer to buy
any securities in any jurisdiction where, or to any person to whom, it is unlawful to make such offer
or solicitation in that jurisdiction. Neither the delivery of this offering circular, any pricing
supplement nor any sale made pursuant to those documents, shall, under any circumstances,
create any implication that there has been no change in the affairs or prospects of The Goldman
Sachs Group, Inc. since the date of the document or that the information contained within the
documents is correct as of any time subsequent to its date.
________________
Responsibility Statement
The Goldman Sachs Group, Inc. accepts responsibility for the information contained in this
offering circular. To the best of the knowledge of The Goldman Sachs Group, Inc., the information
contained in this offering circular is in accordance with the facts and this offering circular makes
no omission likely to affect its import. Where information contained in this offering circular has
been sourced from a third party, such information has been accurately reproduced and so far as
The Goldman Sachs Group, Inc. is aware and is able to ascertain from information published by
that third party, no facts have been omitted which would render the reproduced information
inaccurate or misleading.
________________
Any insurance company or fiduciary of a pension plan or other employee benefit plan that is
subject to the prohibited transactions rules of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("the Code"),
including an IRA or a Keogh plan (or a governmental plan to which similar prohibitions apply), and
that is considering purchasing the notes with the assets of the insurance company or the assets of
the plan, should consult with its counsel regarding whether the purchase or holding of the notes
could become a "prohibited transaction" under ERISA, the Code or any substantially similar
prohibition in light of the representations a purchaser or holder in any of the above categories is
deemed to make by purchasing and holding the notes. This is discussed in more detail under
"Employee Retirement Income Security Act" below.
________________
IMPORTANT PROHIBITION OF SALES TO EEA RETAIL INVESTORS
If the pricing supplement in respect of any notes includes a legend entitled "Prohibition of Sales
to EEA Retail Investors", the notes are not intended to be offered, sold or otherwise made available
to and should not be offered, sold or otherwise made available to any retail investor in the European
2

4850-9494-0649 v.2

Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the
meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID
II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the
"Prospectus Regulation"). Consequently no key information document required by Regulation (EU)
No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the notes or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering or
selling the notes or otherwise making them available to any retail investor in the EEA may be
unlawful under the PRIIPs Regulation.
IMPORTANT PROHIBITION OF SALES TO UK RETAIL INVESTORS
If the pricing supplement in respect of any notes includes a legend entitled "Prohibition of Sales
to UK Retail Investors", the notes are not intended to be offered, sold or otherwise made available
to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it
forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); or
(ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000
("FSMA") and any rules or regulations made under the FSMA to implement the Insurance
Distribution Directive, where that customer would not qualify as a professional client, as defined in
point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of
the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it
forms part of domestic law by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently
no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic
law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the notes or otherwise
making them available to retail investors in the UK has been prepared and therefore offering or
selling the notes or otherwise making them available to any retail investor in the UK may be unlawful
under the UK PRIIPs Regulation.
Notwithstanding the foregoing paragraph, if the pricing supplement in respect of the notes
includes a legend entitled "Prohibition of Sales to EEA Retail Investors" or "Prohibition of Sales to
UK Retail Investors" but the Issuer subsequently prepares and publishes a key information
document under the PRIIPs Regulation or the UK PRIIPs Regulation in respect of such notes, then
the prohibition on the offering, sale or otherwise making available of the notes to retail investors as
described above paragraph shall no longer apply.

3

4850-9494-0649 v.2

TABLE OF CONTENTS
Summary of the Offering Circular ................................................................................................. 5
Risk Factors .............................................................................................................................12
Documents Incorporated by Reference ........................................................................................35
Introduction ..............................................................................................................................36
Use of Proceeds .......................................................................................................................36
Credit Ratings ..........................................................................................................................36
Description of the Program .........................................................................................................37
United States Taxation............................................................................................................. 101
Plan of Distribution .................................................................................................................. 105
Employee Retirement Income Security Act ................................................................................. 129
Listing and General Information................................................................................................. 130
Forms of Pricing Supplement .................................................................................................. S1-1
________________
4

4850-9494-0649 v.2

SUMMARY OF THE OFFERING CIRCULAR
The following is a summary of the offering circular and the Series H euro medium-term notes program
of The Goldman Sachs Group, Inc. and should be read as an introduction to, and in c onjunction with, the
remainder of the offering circular, including any documents incorporated by reference therein, and the
applicable pricing supplement, and you should base your investment decision on a consideration of the
offering circular, including any documents incorporated by reference therein, and the applicable pricing
supplement as a whole. No civil liability attaches to us in respect of this summary, including any translation
thereof, unless it is misleading, inaccurate or inconsistent when read together with the remainder of the
offering circular, including any documents incorporated by reference therein, and the applicable pricing
supplement.
The summary is qualified in its entirety by the remainder of this offering circular, including any
documents incorporated by reference therein, and the applicable pricing supplement. If there are any
differences between your pricing supplement and this offering circular, your pricing supplement will control
with regard to your note.
Issuer
The Goldman Sachs Group, Inc.
Description of issuer
The Goldman Sachs Group, Inc. is a leading global investment
banking, securities and investment management firm that provides a
wide range of financial services to a substantial and diversified client
base that includes corporations, financial institutions, governments and
individuals. Founded in 1869, the firm is headquartered in New York
and maintains offices in all major financial centers around the world.
We filed our original certificate of incorporation with the Secretary of
State of the State of Delaware on July 21, 1998. Our headquarters are
located at 200 West Street, New York, NY 10282, U.S.A., telephone
+1 (212) 902-1000. The Goldman Sachs Group, Inc. is a bank holding
company and a financial holding company regulated by the Board of
Governors of the Federal Reserve System (the "Federal Reserve
Board"). Its U.S. depository institution subsidiary, Goldman Sachs
Bank USA, is a New York State-chartered bank. The Goldman Sachs
Group, Inc. is the parent holding company of the Goldman Sachs
Group.

The Goldman Sachs Group's activities are conducted in the following
segments:

(1) Investment Banking:
Financial Advisory, which includes strategic advisory
assignments with respect to mergers and acquisitions,
divestitures, corporate defense activities, restructurings and
spin-offs; and
Underwriting, which includes public offerings and private
placements, including local and cross-border transactions and
acquisition financing, of a wide range of securities, loans and
other financial instruments.
Corporate Lending, which includes loans to corporate clients,
including through relationship lending, middle-market lending
and acquisition financing and transaction banking services.

(2) Global Markets:
5

4850-9494-0649 v.2

FICC, which includes client execution activities related to
making markets in both trading cash and derivative
instruments for interest rate products, credit products,
mortgages, currencies and commodities and providing
financing to clients through securities sold under repurchase
agreements, structured credit, warehouse lending and asset-
backed lending; and
Equities, which includes client intermediation activities related
to making markets in equity products, and commissions and
fees from executing and clearing institutional client
transactions on major stock, options and futures exchanges
worldwide, as well as over-the-counter transactions. Equities
also includes our equities financing business, which includes
prime brokerage and other equities financing activities such as
securities lending, margin lending and swaps and generates
revenues primarily in the form of interest rate spreads or fees.
(3) Asset Management, which provides investment management
services and offers investment products (primarily through
separately managed accounts and commingled vehicles, such as
mutual funds and private investment funds) across all major asset
classes to a diverse set of institutional and individual clients.

(4) Consumer & Wealth Management:

Wealth Management provides personalized financial planning
inclusive of income and liability management, compensation
and benefits analysis, trust and estate structuring, tax
optimization, philanthropic giving, asset protection and
generates revenue through fees and interest income.
Consumer Banking issues unsecured loans through our digital
platform Marcus by Goldman Sachs (Marcus) and credit cards,
to finance the purchase of goods and services, and also
accepts deposits through Marcus, GS Bank USA and Goldman
Sachs International Bank. These deposits include savings and
time deposits.

Dealers
We may offer and sell the notes to or through one or more dealers or
directly to purchasers on a continuous or delayed basis.

Dealers include Goldman Sachs International and any other dealers
we may, from time to time, appoint.
Fiscal agent
The Bank of New York Mellon.
Paying agent
We have initially appointed as paying agent The Bank of New York
Mellon. We may at any time terminate the appointment of any paying
agent and appoint additional or other paying agents.
Calculation agent
We have initially appointed Goldman Sachs International as calculation
agent. We may at any time, without your consent and without notifying
6

4850-9494-0649 v.2

you, terminate the appointment of any calculation agent and appoint
additional calculation agents.
Use of proceeds
We intend to use the net proceeds from the sale of the notes to provide
additional funds for our operations and for other general corporate
purposes.
Issuance in series
Each of the Series H euro medium-term notes constitute a single,
distinct series of notes. We may from time to time issue additional
series, which may have different terms.
Currencies
Notes will be denominated in U.S. dollars or other currencies, as
specified in the applicable pricing supplement.
Form of notes
We will issue notes as global notes in registered form. If it is stated in
the applicable pricing supplement that the notes are to be issued under
NSS, the notes will be registered in the name of a nominee for a
common safekeeper for Euroclear and Clearstream, Luxembourg, and
we will deliver these notes to a common safekeeper for Euroclear and
Clearstream, Luxembourg, which is necessary for notes to be eligible
collateral for Eurosystem monetary policy, but does not necessarily
mean that the notes will then be recognised as eligible collateral for
Eurosystem monetary policy and intra-day credit operations by the
Eurosystem at any time during their life.
Global notes in registered form which are not issued under NSS wil be
deposited with, and registered in the name of a nominee of, a common
depositary for Euroclear and Clearstream, Luxembourg or other
clearing system as specified in the applicable pricing supplement.
Types of notes
We may issue fixed rate notes, floating rate notes and indexed notes,
including combinations thereof. A note may provide for either cash
settlement or physical settlement. Some notes may be convertible,
exercisable or exchangeable into or for securities of an issuer other
than The Goldman Sachs Group, Inc.
Stated Maturity
In general, notes will have a stated maturity of up to 40 years from the
date of issue.
Interest-bearing notes
Notes may bear interest at a fixed or floating rate. Fixed rate notes
include zero coupon notes, and other discount securities, which are
issued at a price lower than the face amount.

Floating rate notes bear interest at rates based on one or more of the
base rates specified in the offering circular or the applicable pricing
supplement.

A base rate may be adjusted by adding or subtracting a specified
number of basis points or multiplying it by a specified percentage and
may be subject to a minimum rate or a maximum rate, as specified in
the applicable pricing supplement.
7

4850-9494-0649 v.2

Indexed notes
Notes may provide that amounts payable on the notes will be
determined by reference to one or more indices, to securities of one or
more issuers, currencies, one or more credit events, or any other
financial, economic or other measure or instrument.
Sinking fund
Unless otherwise indicated in the applicable pricing supplement, the
notes will not be entitled to the benefit of a sinking fund.
Redemption at our option
Unless otherwise specified in the applicable pricing supplement, we wil
not be entitled to redeem the notes before maturity, provided that we
may be able to redeem the notes in the event of certain developments
involving an original primary rate event and changes in law, as
described below, and, if the applicable pricing supplement provide for
the gross-up of any payments due on the notes, we may redeem the
notes in the event of changes involving U.S. withholding taxes.
Repayment at your option
You will not be entitled to require us to buy your note from you before
maturity, unless otherwise specified in the applicable pricing
supplement.
Payment of additional
Unless otherwise specified in the applicable pricing supplement, we wil
amounts
make all payments on the notes without deducting U.S. withholding
taxes, unless we are required by law to do so and, if we are required
by law to deduct U.S. withholding taxes, we will not pay additional
amounts on those payments unless the applicable pricing supplement
provide for the gross-up of any payments due on the notes and only
under certain circumstances as described below under "Description of
the Program -- Payment of Additional Amounts."
Adjustment or redemption
If the calculation agent determines that, as a result of a change in law
upon change in law
(including a change in interpretation by a relevant authority) (i) the
performance by us or our affiliates under the notes and/or any related
hedge positions has become unlawful or impractical in whole or in part
for any reason or (ii) the performance under the notes will result in
materially increased costs to us and/or any of our affiliates, then the
calculation agent may determine an adjustment, if any, to be made to
any one or more of the terms of the notes as the calculation agent
determines appropriate to account for the change in law or, unless the
applicable pricing supplement specifies otherwise, we may redeem, as
a whole but not in part, any outstanding issuance of notes. We may
also take such action if the calculation agent determines that the
performance by one of our affiliates under the notes and/or any related
hedge positions, assuming such affiliate had been the issuer of the
notes or party to any such hedging arrangement, would be unlawful or
impractical.
Redemption upon an original We may redeem any outstanding EURIBOR notes, Euro Interest Rate
primary rate event
Swap notes, non-USD LIBOR notes or USD CMS Rate notes, if,
following the occurrence of an original primary rate event (as defined
in Description of the Program -- Interest Rates -- Floating Rate
Notes -- Effect of Original Primary Rate Event on EURIBOR Notes,
Euro Interest Rate Swap Notes, non-USD LIBOR Notes and USD
CMS Rate Notes" below) (1) the calculation agent determines that it
8

4850-9494-0649 v.2

cannot identify a replacement primary rate or determine an
adjustment spread on or before the cut-off date, (2) it (A) is or would
be unlawful at any time under any applicable law or regulation; or (B)
would contravene any applicable licensing requirements, for the
calculation agent to perform the actions prescribed in "Description of
the Program -- Interest Rates -- Floating Rate Notes -- Effect of
Original Primary Rate Event on EURIBOR Notes, Euro Interest Rate
Swap Notes, non-USD LIBOR Notes and USD CMS Rate Notes"
below (or it would be unlawful or would contravene those licensing
requirements were a determination to be made at such time), (3) the
calculation agent determines that an adjustment spread is or would
be a benchmark, index or other price source whose production,
publication, methodology or governance would subject either us or
the calculation agent to material additional regulatory obligations
(such as the obligations for administrators under the Benchmark
Regulation (as defined below under "Risk Factors -- Risk Factors
Related to Notes Linked to Benchmark Underlyers such as LIBOR
and EURIBOR")) which it is unwilling to undertake or (4) the
calculation agent determines that having identified a replacement
primary rate and determined an adjustment spread on or before the
cut-off date, the adjustments would not achieve a commercially
reasonable result for either us, the calculation agent or the holders.

Mergers and similar
We will not merge or consolidate with another corporation or corporate
transactions
entity, unless certain conditions are met.
Defeasance and covenant
Unless otherwise specified in the applicable pricing supplement, if
defeasance
there is a change in U.S. federal tax law, we will be entitled, in the case
of all fixed rate notes payable in U.S. dollars which do not include the
provisions described below under "Description of the Program --
Payment of Additional Amounts," to release ourselves from al
obligations under the notes, subject to certain conditions.

Moreover, unless otherwise specified in the applicable pricing
supplement, we will be entitled, in the case of all fixed rate notes
payable in U.S. dollars, to release ourselves from any restrictive
covenants relating to the notes, subject to similar conditions as those
referred to above.
Events of default and
Unless otherwise specified in the applicable pricing supplement, if an
remedies
event of default occurs and is continuing, with respect to your note you
may, after giving effect to any applicable grace period, by written notice
to us and the fiscal agent, declare the principal of your note to be
immediately due and payable.
Meetings, modification and
The fiscal agency agreement contains provisions for convening
waiver of covenants
meetings of holders to consider matters affecting their interests.
Certain changes require each affected holder's approval, others
require no approval by holders and still others require the approval of
two-thirds of the holders.
9

4850-9494-0649 v.2

Payment mechanics for
Unless otherwise specified in the applicable pricing supplement, al
notes
payments on notes will be made in the applicable specified currency,
subject to certain exceptions.

We will make payments on a global note in accordance with the
applicable policies of the relevant clearing systems which, unless
specified in the applicable pricing supplement will be Euroclear and
Clearstream, Luxembourg. We will make payments on a note in
registered non-global form by paying interest due on an interest
payment date to the holder at the address shown on the register for
such notes as of the close of business on the regular record date and
all other payments by check or via wire transfer at the corporate trust
office of the fiscal agent and the office of the paying agent, against
surrender of the note.
Governing law
New York.
Listing and admission to
Application has been made to the Luxembourg Stock Exchange for
trading
notes issued under the Series H euro medium-term notes program to
be listed on the Official List of the Luxembourg Stock Exchange and
admitted to trading on the Euro MTF. The Euro MTF is not a regulated
market for the purposes of MiFID II. The notes may also be listed on
any other stock exchange or may be unlisted. The relevant pricing
supplement will specify whether the applicable notes are to be listed or
will be unlisted. The Goldman Sachs Group, Inc. is under no obligation
to maintain the listing of any notes that are listed.
Clearing systems
Unless otherwise specified in the applicable pricing supplement,
Euroclear and Clearstream, Luxembourg.
Market-making
This offering circular may be used by Goldman Sachs International in
connection with offers and sales of the notes in market-making
transactions.
Status of notes under the
The notes are not, and will not be, registered under the U.S. Securities
U.S. securities laws
Act of 1933 and may not be offered or sold within the United States or
to, or for the account or benefit of, U.S. persons except in transactions
exempt from the registration requirements.
Selling restrictions
For a description of certain restrictions on offers, sales and deliveries
of the notes and the distribution of offering material in certain
jurisdictions, see "Plan of Distribution" and the applicable pricing
supplement.
Risk factors
We face a variety of risks, including market, credit, liquidity,
operational, legal and regulatory risks. In addition, the notes are subject
to a number of risks, including those related to credit market conditions,
interest rate levels, our credit rating, global market conditions, certain
tax-related risks as well as the risk that the notes may not have an
active trading market. Indexed notes and notes denominated or
payable in or linked to foreign currencies are subject to additional risks,
including that you may lose all or a portion of the principal invested and
may receive no interest, the volatility of the indices or currencies, and
10

4850-9494-0649 v.2