Obligation GOLDMAN SACHS GLOBAL 0% ( XS1166391141 ) en USD

Société émettrice GOLDMAN SACHS GLOBAL
Prix sur le marché 100 %  ▲ 
Pays  Royaume-uni
Code ISIN  XS1166391141 ( en USD )
Coupon 0%
Echéance 11/05/2022 - Obligation échue



Prospectus brochure de l'obligation Goldman Sachs International XS1166391141 en USD 0%, échue


Montant Minimal 100 USD
Montant de l'émission 5 000 000 USD
Description détaillée Goldman Sachs International est une filiale britannique de Goldman Sachs, offrant une gamme complète de services bancaires d'investissement, de gestion d'actifs et de négociation de titres à une clientèle mondiale.

L'Obligation émise par GOLDMAN SACHS GLOBAL ( Royaume-uni ) , en USD, avec le code ISIN XS1166391141, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 11/05/2022







_________________________________________________________
Private Placement Memorandum
______________________________________________
GOLDMAN SACHS INTERNATIONAL
(Incorporated with unlimited liability in England)
as Issuer and as Guarantor in respect of Securities issued by Goldman, Sachs & Co. Wertpapier
GmbH
Securities issued by Goldman Sachs International hereunder are not guaranteed by any other entity
GOLDMAN, SACHS & CO. WERTPAPIER GMBH
(Incorporated with limited liability in Germany)
as Issuer
Securities issued by Goldman, Sachs & Co. Wertpapier GmbH hereunder are guaranteed by
Goldman Sachs International (subject as described below)
SERIES K PROGRAMME FOR THE ISSUANCE OF
WARRANTS, NOTES AND CERTIFICATES
This document (as may be supplemented from time to time, the "Private Placement Memorandum")
constitutes a private placement memorandum in respect of the Series K Programme (as defined
below). Any Securities (as defined below) issued on or after the date of this Private Placement
Memorandum are issued subject to the provisions herein, if so provided in the Pricing Supplement
(as defined below) prepared in relation to such Securities. This Private Placement Memorandum
does not constitute a prospectus for the purpose of Article 3 of Directive 2003/71/EC (as amended by
Directive 2010/73/EU, the "Prospectus Directive").
Goldman Sachs International ("GSI") and Goldman, Sachs & Co. Wertpapier GmbH ("GSW", and
together with GSI in such capacity, the "Issuers" and each an "Issuer") may from time to time issue
warrants or other similar instruments (the "Warrants"), certificates or other similar instruments (the
"Certificates" and together with the Warrants, the "Instruments") and notes or other similar
instruments (the "Notes", and together with the Warrants and the Certificates, the "Securities") under
the Series K Programme for the Issuance of Warrants, Notes and Certificates (the "Programme")
described in this Private Placement Memorandum upon the terms and conditions of the Securities
described herein as completed, in the case of each issue of Securities, by a pricing supplement (the
"Pricing Supplement") specific to each issue of Securities. The payment obligations and (subject to
the next sentence) delivery obligations of GSW in respect of the Securities are guaranteed by GSI. GSI
is only obliged to pay a cash amount (the Physical Settlement Disruption Amount) instead of delivering
the Deliverable Assets if GSW fails to satisfy its delivery obligations under the Securities.
This Private Placement Memorandum may be updated and replaced in its entirety from time to time.
Warning: this Private Placement Memorandum has not been reviewed or approved by any
competent authority in the EU under the Prospectus Directive or by any stock exchange which
constitutes a regulated market for purposes of Directive 2004/3/EC (the "Markets in Financial
Instruments Directive") or by any other regulator or (save as described below) stock exchange in
any other jurisdiction; nor has any regulatory authority or stock exchange endorsed the accuracy
or adequacy of this Private Placement Memorandum or any product being offered pursuant to
this document. This means that the document is not a prospectus for the purposes of the
Prospectus Directive, may not be used for an offering requiring such prospectus, and the Issuers
will not be responsible for the content of this document in relation to any offering which requires
such a prospectus. This Private Placement Memorandum has been prepared on the basis that
any offer of Securities in any Member State of the European Economic Area (EEA) will be made
pursuant to an exemption from the requirement to produce a prospectus under the Prospectus
Directive for offers of Securities. Further, you should be aware that (i) this Private Placement
Memorandum may not include the same level of disclosure required by the Prospectus Directive
or other relevant national or EU legislation and (ii) if you acquire Securities under this Private


Placement Memorandum you will not have any recourse to the relevant Issuer under any
Prospectus Directive related liability regime, including but not limited to provisions for
compensation arising under Section 90 of the Financial Services and Markets Act ("FSMA") in
the UK. This document has been approved by the Luxembourg Stock Exchange in respect of
Securities to be admitted to trading on the Luxembourg Stock Exchange's Euro MTF market.
_______________________
The date of this Private Placement Memorandum is 20 January 2015
ii


IMPORTANT INFORMATION
Investing in the Securities may involve exposure to derivatives and may, depending on the terms
of the particular Securities, put your capital at risk. Also, if the relevant Issuer and (where GSW
is the Issuer) the Guarantor fails or goes bankrupt, you will lose some or all of your money.
Risks: Investing in Securities involves certain risks, and you should fully understand these before you
invest. See "Risk Factors" below.
Responsibility: The Issuers and the Guarantor accept responsibility for the information contained in
this Private Placement Memorandum and to the best of the knowledge of the Issuers and the Guarantor
(having taken all reasonable care to ensure that such is the case), the information contained in the
Private Placement Memorandum is in accordance with the facts and does not omit anything likely to
affect the import of such information. Where information in this Private Placement Memorandum has
been sourced from a third party, such information has been accurately reproduced and, so far as the
Issuers and the Guarantor are aware and are able to ascertain from information published by that third
party, no facts have been omitted which would render the reproduced information inaccurate or
misleading.
Restrictions under the EU Prospectus Directive: This Private Placement Memorandum has been
prepared on the basis that any offer of Securities in any Member State of the European Economic Area
which has implemented the Prospectus Directive (each, a "Relevant Member State") will be made
pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member
State, from the requirement to publish a prospectus for offers of Securities. Accordingly, any person
making or intending to make an offer in that Relevant Member State of Securities which are the subject
of a placement contemplated in this Private Placement Memorandum by the relevant Pricing
Supplement may only do so in circumstances in which no obligation arises for the Issuer to publish a
prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the Issuers
nor the Guarantor has authorised, nor do they authorise, any offer of Securities which would require the
Issuers or any other entity to publish a prospectus in respect of such offer.
Admission to trading on the Luxembourg Stock Exchange's Euro MTF market: Application has
been made to the Luxembourg Stock Exchange for Securities issued under the Programme to be
admitted to trading on the Luxembourg Stock Exchange's Euro MTF market (the "Euro MTF") and to
be listed on the Official List of the Luxembourg Stock Exchange. The Euro MTF is not a regulated
market for the purposes of Directive 2004/39/EC. The relevant Pricing Supplement will specify
whether the Securities are to be listed on the Euro MTF or will be unlisted.
Nature of the Guarantees: The payment obligations and (subject to the next sentence) delivery
obligations of GSW in respect of the Securities are guaranteed by GSI pursuant to, as applicable, (i) a
guarantee governed by English law in respect of Securities other than EIS Notes (Cayman Islands law)
dated 20 January 2015 (the "English law Guarantee") or (ii) a guarantee governed by the laws of the
State of New York in respect of EIS Notes (Cayman Islands law) dated 20 January 2015 (the "New
York law Guarantee"), (together the "Guarantees"). GSI is only obliged to pay a cash amount (the
Physical Settlement Disruption Amount) instead of delivering the Deliverable Assets if GSW fails to
satisfy its delivery obligations under the Securities.
Securities are not bank deposits and are not insured or governmental agency: The Securities are
not bank deposits and are not insured or guaranteed by the UK Financial Services Compensation
Scheme or any other government or governmental or private agency, or deposit protection scheme in
any jurisdiction.
Potential for discretionary determinations by the Issuer or the Calculation Agent under the
Securities: Under the terms and conditions of the Securities, following the occurrence of certain events
­ relating to the Issuer, the Issuer's hedging arrangements, the Underlying Asset(s), taxation, the
relevant currency or other matters ­ outside of the Issuer's control, the Issuer or the Calculation Agent
may determine in its discretion to take one of the actions available to it in order to deal with the impact
of such event on the Securities or the Issuer or both. These actions may include (i) adjustment to the
terms and conditions of the Securities, (ii) substitution of the Underlying Asset(s) or (iii) early
redemption or exercise of the Securities. Any such discretionary determination by the Issuer or the
Calculation Agent could have a negative impact on the value of the Securities. See, in particular, "Risk
iii


Factors" - risk factor 8 (Risks associated with discretionary powers of the Issuer and the Calculation
Agent including in relation to our hedging arrangements) below.
Important U.S. Notices: None of the Securities, the Guarantees and any securities to be delivered
upon exercise or settlement of the Securities have been, nor will be, registered under the United States
Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws; and trading in
the Securities has not been and will not be approved by the United States Commodity Futures Trading
Commission (the "CFTC") under the United States Commodity Exchange Act of 1936, as amended
(the "Commodity Exchange Act"). Except as provided below, Securities and the Guarantees may not
be offered, or sold within the United States or to U.S. persons (as defined in Regulation S under the
Securities Act ("Regulation S")). The Pricing Supplement relating to an Instrument (but not a Note)
may provide for an offer and sale of the whole or a portion of a Series of Instruments issued by GSI
(but not any other Issuer) within the United States exclusively to qualified institutional buyers ("QIBs")
(as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on the exemption
provided by Rule 144A under the Securities Act. In addition, GSI may from time to time issue
Warrants that will be represented by a Regulation S/Rule 144A Global Warrant which can be offered
and sold to (a) QIBs as defined in, and in reliance on, Rule 144A and (b) investors who are located
outside the United States and are not "US persons" as defined in Regulation S (each, a "Regulation
S/Rule 144A Warrant"). Each purchaser of Instruments offered within the United States is hereby
notified that the offer and sale of such Instruments to it is made in reliance upon the exemption from
the registration requirements of the Securities Act provided by Rule 144A and that such Instruments
are not transferable except as provided under "Selling Restrictions" below. Rights arising under the
Securities will be exercisable by the Holder only upon certification as to non-U.S. beneficial
ownership, unless the Pricing Supplement relating to an Instrument expressly provide otherwise in
connection with an offering of the Instrument pursuant to Rule 144A under the Securities Act. Hedging
transactions involving an Instrument may not be concluded other than in compliance with the Securities
Act.
Securities relating to commodities and commodities futures may not be offered, sold or resold in or into
the United States without an applicable exemption under the Commodity Exchange Act. Unless
otherwise stated in the relevant Pricing Supplement, such Securities may not be offered, sold or resold
in the United States and the Issuers and the Guarantor reserve the right not to make payment or delivery
in respect of such a Security to a person in the United States if such payment or delivery would
constitute a violation of U.S. law.
The Securities have not been approved or disapproved by the Securities and Exchange Commission or
any state securities commission in the United States nor has the Securities and Exchange Commission
or any state securities commission passed upon the accuracy or the adequacy of this Private Placement
Memorandum. Any representation to the contrary is a criminal offence in the United States.
Post-issuance Reporting: Neither the Issuers nor the Guarantor intend to provide any post-issuance
information or have authorised the making or provision of any representation or information regarding
the Issuers, the Guarantor or the Securities other than as contained or incorporated by reference in this
Private Placement Memorandum, in any other document prepared in connection with the Programme or
any Pricing Supplement or as expressly approved for such purpose by the Issuers or the Guarantor. Any
such representation or information should not be relied upon as having been authorised by the Issuers
or the Guarantor. The delivery of this Private Placement Memorandum or any Pricing Supplement shall
not, in any circumstances, create any implication that there has been no adverse change in the financial
situation of the Issuers or the Guarantor since the date hereof or, as the case may be, the date upon
which this Private Placement Memorandum has been most recently supplemented.
Restrictions on the distribution and use of this Private Placement Memorandum and any Pricing
Supplement: The distribution of this Private Placement Memorandum and any relevant Pricing
Supplement and the offering, sale and delivery of the Securities in certain jurisdictions may be
restricted by law. Persons into whose possession this Private Placement Memorandum or any Pricing
Supplement comes are required by the Issuers and the Guarantor to inform themselves about and to
observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of
Securities and the distribution of this Private Placement Memorandum, any Pricing Supplement and
other offering material relating to the Securities, see "Selling Restrictions" below.
iv


This Private Placement Memorandum and any Pricing Supplement may not be used for the purpose of
an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted
or to any person to whom it is unlawful to make such offer or solicitation, and no action has been taken
or will be taken to permit an offering of the Securities or the distribution of this Private Placement
Memorandum in any jurisdiction where any such action is required. Furthermore, this Private
Placement Memorandum and any Pricing Supplement may only be used for the purposes for which it
has been published.
No person is or has been authorised by the Issuers or the Guarantor to give any information or to make
any representation not contained in or not consistent with this Private Placement Memorandum, any
Pricing Supplement or any other information supplied in connection with an offering of Securities and,
if given or made, such information or representation must not be relied upon as having been authorised
by the Issuers or the Guarantor.
Stabilisation: In connection with the issue of any Tranche of Notes, the person or persons (if any)
named as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the
relevant Pricing Supplement may over-allot Notes or effect transactions with a view to supporting the
market price of the Notes at a level higher than that which might otherwise prevail. However, there is
no assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will
undertake stabilisation action. Any stabilisation action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if
begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date
of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of
Notes. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising
Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in accordance with all
applicable laws and rules.
Certain defined terms: In this Private Placement Memorandum, references to "U.S.$", "$", "U.S.
dollars", "dollars", "USD" and "cents" are to the lawful currency of the United States of America,
references to "", "euro" and "EUR" are to the lawful single currency of the member states of the
European Union that have adopted and continue to retain a common single currency through monetary
union in accordance with European Union treaty law (as amended from time to time), references to "£"
and "STG" are to Sterling, the lawful currency of the United Kingdom, and references to "CNY" are to
Chinese Renminbi, the lawful currency of the People's Republic of China (including any lawful
successor to the CNY). Any other currency referred to in any Pricing Supplement will have the
meaning specified in the relevant Pricing Supplement.
In this Private Placement Memorandum, references to the "Conditions" are: (1) in relation to Notes,
references to the General Note Conditions (as completed, amended and/or replaced by any of the
Specific Product Conditions (if applicable) which are contained in the product supplements in the
Annexes to this Private Placement Memorandum) set out below in this Private Placement
Memorandum and, in relation to any particular Tranche or Tranches of Notes, references to such
General Note Conditions (as completed, amended and/or replaced by any of the Specific Product
Conditions (if applicable)) as completed and (if applicable) amended to the extent described in the
relevant Pricing Supplement; and (2) in relation to Instruments, references to the General Instrument
Conditions (as completed, amended and/or replaced by any of the Specific Product Conditions (if
applicable) which are contained in the product supplements in the Annexes to this Private Placement
Memorandum) set out below in this Private Placement Memorandum and, in relation to any particular
Tranche or Tranches of Instruments, references to such General Instrument Conditions (as completed,
amended and/or replaced by any of the Specific Product Conditions (if applicable)) as completed and
(if applicable) amended to the extent described in the relevant Pricing Supplement.
An Index of Defined Terms is set out at the end of this Private Placement Memorandum.
v


TABLE OF CONTENTS
Page
SUMMARY .............................................................................................................................................. 1
Provides a summary of key information contained within this Private Placement Memorandum. It is
relevant to all Securities.
RISK FACTORS..................................................................................................................................... 17
Sets out the principal risks inherent in investing in Securities and the risks that may affect the relevant
Issuer's and Guarantor's ability to fulfil their respective obligations under the Securities. It is relevant
to all Securities.
DOCUMENTS INCORPORATED BY REFERENCE .......................................................................... 49
Incorporates by reference certain documents in respect of each Issuer and the Guarantor into this
Private Placement Memorandum. It is relevant to all Securities.
GENERAL TERMS AND CONDITIONS OF THE INSTRUMENTS ................................................. 51
Sets out the terms and conditions applicable to Instruments. It is relevant to Instruments.
GENERAL TERMS AND CONDITIONS OF THE NOTES ................................................................ 94
Sets out the terms and conditions applicable to Notes. It is relevant to Notes.
BOOK-ENTRY CLEARING SYSTEMS............................................................................................. 134
Provides information on the rules and procedures of the relevant clearing system in which the
Securities may be cleared and settled. It is relevant to all Securities.
USE OF PROCEEDS............................................................................................................................ 137
Sets out the use of the proceeds from the sale of Securities. It is relevant to all Securities.
GOLDMAN SACHS INTERNATIONAL ........................................................................................... 138
Provides information on Goldman Sachs International.
GOLDMAN, SACHS & CO. WERTPAPIER GMBH ......................................................................... 142
Provides information on Goldman, Sachs & Co. Wertpapier GmbH.
TAXATION .......................................................................................................................................... 145
Provides an overview of certain taxation considerations relating to the Securities. It is relevant to all
Securities.
SELLING RESTRICTIONS ................................................................................................................. 180
Provides a summary of certain restrictions regarding the offer and sale of the Securities. It is relevant
to all Securities.
OFFERS AND SALES AND DISTRIBUTION ARRANGEMENTS ................................................. 198
Provides a summary of certain distribution arrangements. It is relevant to all Securities.
GENERAL INFORMATION ............................................................................................................... 199
Provides certain additional information on the Securities, this Private Placement Memorandum, the
Programme and the Issuers. It is relevant to all Securities.
vi


FORMS OF THE NOTES..................................................................................................................... 201
Describes the different forms of Notes. It is relevant to Notes.
FORM OF GUARANTEES.................................................................................................................. 203
Sets out the form of the guarantees given by the Guarantor in relation to the Securities issued by GSW.
It is relevant to all Securities issued by GSW.
FORM OF PRICING SUPPLEMENT (INSTRUMENTS) .................................................................. 208
Provides a template Pricing Supplement to be used for each issuance of Instruments. It is relevant to
Instruments.
FORM OF PRICING SUPPLEMENT (NOTES) ................................................................................. 237
Provides a template Pricing Supplement to be used for each issuance of Notes. It is relevant to Notes.
ANNEX 1 - SHARE LINKED PRODUCT SUPPLEMENT................................................................ 270
Sets out additional terms and conditions that are applicable to Share Linked Securities, an overview of
such terms and conditions and additional risk factors applicable to Share Linked Securities. It applies
to Securities for which the relevant Pricing Supplement provides that the Share Linked Conditions are
applicable.
ANNEX 2 - INDEX LINKED PRODUCT SUPPLEMENT ................................................................ 302
Sets out additional terms and conditions that are applicable to Index Linked Securities, an overview of
such terms and conditions and additional risk factors applicable to Index Linked Securities. It applies
to Securities for which the relevant Pricing Supplement provides that the Index Linked Conditions are
applicable.
ANNEX 3 - COMMODITY LINKED PRODUCT SUPPLEMENT.................................................... 343
Sets out additional terms and conditions that are applicable to Commodity Linked Securities, an
overview of such terms and conditions and additional risk factors applicable to Commodity Linked
Securities. It applies to Securities for which the relevant Pricing Supplement provides that the
Commodity Linked Conditions are applicable.
ANNEX 4 - FX LINKED PRODUCT SUPPLEMENT ....................................................................... 379
Sets out additional terms and conditions that are applicable to FX Linked Securities, an overview of
such terms and conditions and additional risk factors applicable to FX Linked Securities. It applies to
Securities for which the relevant Pricing Supplement provides that the FX Linked Conditions are
applicable.
ANNEX 5 - INFLATION LINKED PRODUCT SUPPLEMENT ....................................................... 396
Sets out additional terms and conditions that are applicable to Inflation Linked Securities, an overview
of such terms and conditions and additional risk factors applicable to Inflation Linked Securities. It
applies to Securities for which the relevant Pricing Supplement provides that the Inflation Linked
Conditions are applicable.
ANNEX 6 - CREDIT LINKED PRODUCT SUPPLEMENT .............................................................. 405
Sets out additional terms and conditions that are applicable to Credit Linked Notes, an overview of
such terms and conditions and the reference credit default swap and additional risk factors applicable
to Credit Linked Notes. It applies to Notes for which the relevant Pricing Supplement provides that the
Credit Linked Conditions are applicable.
vii


ANNEX 7 - TOTAL/EXCESS RETURN CREDIT INDEX LINKED PRODUCT SUPPLEMENT .. 464
Sets out additional terms and conditions that are applicable to Total/Excess Return Credit Index
Linked Securities, an overview of such terms and conditions and additional risk factors applicable to
Total/Excess Return Credit Index Linked Securities. It applies to Securities for which the relevant
Pricing Supplement provides that the Total/Excess Return Credit Index Linked Conditions are
applicable.
ANNEX 8 - EIS NOTES LINKED PRODUCT SUPPLEMENT......................................................... 482
Sets out additional terms and conditions that are applicable to EIS Notes, an overview of EIS Notes
and the preference shares and additional risk factors applicable to EIS Notes. It applies to Notes for
which the relevant Pricing Supplement provides that the EIS Note Payout Conditions are applicable.
INDEX OF DEFINED TERMS ............................................................................................................ 499
viii


HOW TO USE THIS PRIVATE PLACEMENT MEMORANDUM
What is this document for?
This document (the "Private Placement Memorandum"), including the information incorporated by
reference within it, is intended to provide investors with information necessary to enable them to make
an informed investment decision before purchasing Securities.
What is this document?
This Private Placement Memorandum is intended for private placements of warrants ("Warrants"),
certificates ("Certificates" and together with Warrants, "Instruments") and notes ("Notes", and
together with Warrants and Certificates, "Securities"), which do not require the publication of a
prospectus for the purposes of the Prospectus Directive. It is not a prospectus for the purposes of the
Prospectus Directive and may not be used for an offering requiring such a prospectus. It has been
prepared on the basis that any offer of Securities in any Member State of the European Economic Area
will be made pursuant to an exemption from the requirement to produce a prospectus under the
Prospectus Directive for offers of Securities. As a result (i) this document may not include the same
level of disclosure required by the Prospectus Directive (or implementing legislation) and (ii) you will
not have any recourse to the relevant Issuer under any Prospectus Directive related liability regime,
including but not limited to, provisions for compensation arising under Section 90 of the FSMA in the
UK. This Private Placement Memorandum may be supplemented and/or replaced from time to time.
Who are the Issuers and the Guarantor?
The Securities will be issued by Goldman Sachs International or Goldman, Sachs & Co. Wertpapier
GmbH (as applicable) (together in such capacity, the "Issuers" and each an "Issuer"). This means that
payments of principal and interest (if any) and any delivery obligations are subject to the relevant
Issuer's financial position and (where GSW is the relevant Issuer) the Guarantor's financial position and
their respective abilities to meet their obligations. This Private Placement Memorandum incorporates
by reference certain financial information and describes (including to incorporate by reference
information relating to) material risks faced by each Issuer and the Guarantor (see "Documents
Incorporated by Reference" below).
What are the terms and conditions of the Securities?
The contractual terms of any particular issuance of Securities will be comprised of the terms and
conditions of the Notes set out below (the "General Note Conditions") or the terms and conditions of
the Instruments set out below (the "General Instrument Conditions"), as the case may be, as
completed by a separate pricing supplement which is specific to that issuance of Securities (the
"Pricing Supplement"). The General Note Conditions or the General Instrument Conditions, as the
case may be, may be completed and/or amended, if so specified in the relevant Pricing Supplement, by
certain additional product conditions set out in the product supplements in the Annexes to this Private
Placement Memorandum (the "Specific Product Conditions") depending on the type of product which
the particular issuance of Securities is linked to. The Specific Product Conditions include the Share
Linked Conditions, the Index Linked Conditions, the Commodity Linked Conditions, the FX Linked
Conditions, the Inflation Linked Conditions and the Total/Excess Return Credit Index Linked
Conditions, the Credit Linked Conditions and the EIS Note Payout Conditions.
What other documents do I need to read?
This Private Placement Memorandum (including the information incorporated by reference within it)
contains all information which is necessary to enable investors to make an informed decision regarding
the financial position and prospects of the relevant Issuer and the Guarantor, and the rights attaching to
the Securities. The information regarding the relevant Issuer and the Guarantor as incorporated by
reference into this Private Placement Memorandum may itself incorporate further information by
reference from publicly available documents. In addition, some of this information relating to the terms
of the Securities is completed in the Pricing Supplement. You should read the documents incorporated
by reference therein, as well as the Pricing Supplement in respect of such Securities, together with this
Private Placement Memorandum. Documents will be made available at the registered office of
Goldman Sachs International and on the website of the Luxembourg Stock Exchange (www.bourse.lu)
and the website of Goldman Sachs (www.gs.com).
ix


SUMMARY
The following summary (the "Summary") should be read as an introduction to this Private Placement
Memorandum and is qualified in its entirety by the more detailed information appearing elsewhere in
this Private Placement Memorandum. Any decision to invest in the Securities should therefore be based
on consideration of this Private Placement Memorandum as a whole (including the documents
incorporated by reference). Terms used in this Summary but not defined have the meanings given to
them elsewhere in the Private Placement Memorandum. In relation to any particular Securities, the
information in this Summary may be supplemented and/or modified by the relevant Pricing
Supplement.
Issuers:
Goldman Sachs International ("GSI").
GSI is an English company formed on 2 June 1988. GSI was re-
registered as a private unlimited liability company in England and
Wales with the Registrar of Companies on 25 February 1994
(registration number 02263951), having previously been registered
as a limited liability company under the name "Goldman Sachs
International Limited".
The principal activities of GSI consist of securities underwriting
and distribution, trading of corporate debt and equity services,
non-U.S. sovereign debt and mortgage securities, execution of
swaps and derivative instruments, mergers and acquisitions,
financial
advisory
services
for
restructurings/private
placements/lease and project financings, real estate brokerage and
finance, merchant banking, stock brokerage and research.
Goldman Sachs Holdings (U.K.), a company incorporated under
English law, has a 99 per cent. shareholding in GSI. Goldman
Sachs Group Holdings (U.K.) Limited, a company incorporated
under English law, beneficially owns 100 per cent. of the shares in
Goldman Sachs Holdings (U.K.) and 1 per cent. shareholding in
GSI. Goldman Sachs Group UK Limited, a company incorporated
under English law, has a 100 per cent. shareholding in Goldman
Sachs Group Holdings (U.K.) Limited. Goldman Sachs (UK)
L.L.C. is established under the laws of the State of Delaware and
has a 97.2 per cent. shareholding in Goldman Sachs Group UK
Limited. The Goldman Sachs Group, Inc. is established under the
laws of the State of Delaware and has a 100 per cent. Interest in
Goldman Sachs (UK) L.L.C.
GSI is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential
Regulation Authority.
Goldman, Sachs & Co. Wertpapier GmbH ("GSW").
GSW was established on 6 November 1991 under the laws of the
Federal Republic of Germany. It is a company with limited
liability and has been established for an unlimited period of time.
GSW was established for the purpose of issuing securities, in
particular warrants. Apart from warrants, GSW also issues
certificates and structured bonds. GSW primarily operates in the
Federal Republic of Germany and to a lesser extent in other
European countries including Austria and Luxembourg.
GSW is a wholly-owned subsidiary of The Goldman Sachs Group,
1