Bond Goldman & Sachs 6.875% ( XS0340470490 ) in GBP

Goldman & Sachs

100 % ▼

United States

XS0340470490 ( in GBP )

6.875% per year ( payment 2 times a year)

17/01/2038

Prospectus brochure of the bond Goldman Sachs XS0340470490 en GBP 6.875%, maturity 17/01/2038

50 000 GBP

325 000 000 GBP

18/01/2026 ( In 76 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.

The Bond issued by Goldman & Sachs ( United States ) , in GBP, with the ISIN code XS0340470490, pays a coupon of 6.875% per year.
The coupons are paid 2 times per year and the Bond maturity is 17/01/2038

The Goldman Sachs Group, Inc.
Euro Medium-Term Notes, Series C
Subordinated Euro Medium-Term Notes, Series E
________________
TERMS OF SALE
Unless the context requires otherwise, references to the notes refer to both the Series C euro medium-term notes and the Series E Subordinated euro
medium-term notes. The following terms may apply to the notes that The Goldman Sachs Group, Inc. may sell from time to time. The specific terms of
each note will be included in the final terms relating to that note.

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

may be convertible, exercisable or exchangeable, at our option

fixed or floating interest rate, or issued with original issue
or the holder's option, into or for securities of one or more
discount
issuers other than The Goldman Sachs Group, Inc.

amount of principal or interest may be determined by reference

may be denominated in U.S. dollars or in other currencies,
to one or more underlying indices, commodities, securities or
currency units or composite currencies and payable in the
other measures or instruments
denominated or other currencies

may be subject to redemption at the option of The Goldman

denominations of at least U.S.$2,000 or, if denominated in other
Sachs Group, Inc. or repayment at the option of the holder
currencies, denominations of at least 1,000 or the equivalent
thereof

not amortized or subject to a sinking fund

settlement in immediately available funds
The notes will not be secured by any property or assets. The Series C euro medium-term notes will not be subordinated to any of our other debt
obligations. The Series E subordinated euro medium-term notes will rank junior in right of payment to our senior indebtedness, including the Series C
euro medium-term notes.
Any of the terms described above may be varied in the applicable final terms.
The Goldman Sachs Group, Inc. 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.
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF"), which is the competent Luxembourg authority under
the Prospectus Directive for approving this European base prospectus. The CSSF assumes no responsibility as to the economic and financial
soundness of the notes or the quality or solvency of The Goldman Sachs Group, Inc. in accordance with Article 7(7) of the Luxembourg Act dated July
10, 2005, which implements the Prospectus Directive. Application has been made to the Luxembourg Stock Exchange for notes issued under the Series
C and Series E euro medium-term notes programs to be listed on the Official List and admitted to trading on the regulated market of the Luxembourg
Stock Exchange. Notes issued under one of those programs may also be listed on an alternative stock exchange or may not be listed at all. References
to the Prospectus Directive include Directive 2003/71/EC of the European Parliament and of the Council (and amendments thereto, including Directive
2010/73/EU of the European Parliament and of the Council, (the "2010 PD Amending Directive"), to the extent implemented in the Relevant Member
State) and any relevant implementing measure in each Relevant Member State. The Goldman Sachs Group, Inc. is under no obligation to maintain the
listing of any notes that are listed. See "Listing and General Information" below.
This European base prospectus constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus Directive. The European Base
Prospectus should be read together with any supplements thereto, all documents incorporated by reference therein and the applicable final terms.
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 will 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
approved or disapproved of the notes or passed upon the accuracy or inaccuracy of this European base prospectus. This European base
prospectus is not for use in, and may not be delivered to or inside, the United States.
The notes we may issue are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental
agency, nor are they obligations of, or guaranteed by, a bank.
The Goldman Sachs Group, Inc. may use this European base prospectus 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 European base prospectus 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 European base
prospectus is being used in a market-making transaction.
If the notes are stated in the applicable final terms to be issued under the new safekeeping structure ("NSS"), then we will 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 will be deposited with a common depositary for Euroclear and Clearstream, Luxembourg.

See "Risk Factors" beginning on p. 10 for a discussion of certain risks that should be considered in connection with an investment in certain
types of notes which may be offered hereby.

Goldman Sachs International
________________

European Base Prospectus, dated June 28, 2012

LONDON:434973.5

Unless the context otherwise requires, references in this European base prospectus 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 European base prospectus.
Neither this European base prospectus nor any final terms 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
European base prospectus, any final terms nor any sale made pursuant to those documents,
shall, under any circumstances, create any implication that there has been no change in the
affairs 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.
The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of
the Markets in Financial Instruments Directive (Directive 2004/39/EC).
The credit ratings of The Goldman Sachs Group, Inc. referred to in the European Base
Prospectus have been issued by DBRS, Inc., Fitch, Inc., Moody's Investors Service, and Standard
& Poor's Ratings Services, each of which is established in the United States (together, the "US
CRAs").
In general, European regulated investors are restricted from using a rating for regulatory
purposes if such rating is not either (1) issued or validly endorsed by a credit rating agency
established in the European Union ("an EU CRA") and registered with the European Securities
and Markets Authority ("ESMA") under Regulation (EU) No. 1060/2009, amended by Regulation
(EU) No. 513/2011 (as amended, the "CRA Regulation") or (2) issued by a credit rating agency
established outside the European Union which is certified under the CRA Regulation.
The EU affiliates of DBRS, Inc., Fitch, Inc., Moody's Investors Service, Standard & Poor's
Ratings
Services
are
registered
EU
CRAs
on
the
official
list,
available
at
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs. The ESMA has approved the
endorsement by such EU affiliates of credit ratings issued by the corresponding US CRAs.
Accordingly, credit ratings issued by the US CRAs may be used for regulatory purposes in the EU.
In addition to the US CRAs mentioned, Rating and Investment Information, Inc. ("R&I") has issued
a credit rating. This rating is incorporated in the European Base Prospectus for information
purposes only. R&I is incorporated in a third country but has not applied for the registration under
the CRA Regulation.
________________
Responsibility Statement
The Goldman Sachs Group, Inc. accepts responsibility for the information contained in this
European base prospectus. To the best of the knowledge and belief of The Goldman Sachs Group,
Inc. (which has taken all reasonable care to ensure that such is the case), the information
contained in this European base prospectus is in accordance with the facts and contains no
omission likely to affect the import of such information. Where information contained in this
European base prospectus has been sourced from a third party, such information has been
1
LONDON:434973.5

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.
________________
In relation to notes listed on the Official List of the Luxembourg Stock Exchange, this
European base prospectus is valid for a period of twelve months. The Goldman Sachs Group, Inc.
has undertaken, in connection with the listing of the notes, that if there shall occur any material
adverse change in the financial condition or operations of The Goldman Sachs Group, Inc. or any
modification or amendment to the terms and conditions of the notes such that this European base
prospectus would be inaccurate or misleading, The Goldman Sachs Group, Inc. will prepare and
make available a supplement to this European base prospectus or a further European base
prospectus for any subsequent issue of notes to be listed on the Official List of the Luxembourg
Stock Exchange.
________________
In connection with the issue of any tranche of notes, Goldman Sachs International (or persons
acting on its behalf) may over-allot notes (provided that, in the case of any tranche of notes to be
listed on the Official list of the Luxembourg Stock Exchange, the aggregate principal amount of
notes allotted does not exceed 105 per cent of the aggregate principal amount of the relevant
tranche) 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 Goldman
Sachs International (or persons acting on its behalf) will undertake stabilization action. Any
stabilization action may begin on or after the date on which adequate public disclosure of the final
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
stabilization action or over-allotment must be conducted by Goldman Sachs International (or
persons acting on its behalf) in accordance with all applicable laws and rules.
________________
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, or the Internal Revenue Code of 1986, as amended, 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 Internal Revenue 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.
2
LONDON:434973.5

TABLE OF CONTENTS
Summary of the European Base Prospectus ................................................................................................ 4
Risk Factors ................................................................................................................................................ 10
Documents Incorporated by Reference ...................................................................................................... 29
Introduction.................................................................................................................................................. 32
Use of Proceeds .......................................................................................................................................... 32
Description of the Program ......................................................................................................................... 33
United States Taxation ................................................................................................................................ 96
Plan of Distribution ...................................................................................................................................... 99
Employee Retirement Income Security Act .............................................................................................. 106
Listing and General Information ................................................................................................................ 107
Luxembourg Taxation ............................................................................................................................... 109
EU Savings Directive ................................................................................................................................ 110
Forms of Final Terms .............................................................................................................................. S1-1
________________

3
LONDON:434973.5

SUMMARY OF THE EUROPEAN BASE PROSPECTUS
The following is a summary of the European base prospectus and the Series C euro medium-term
notes and Series E subordinated euro medium-term notes programs of The Goldman Sachs Group, Inc.
and should be read as an introduction to, and in conjunction with, the remainder of the European base
prospectus, including any documents incorporated by reference therein, and the applicable final terms,
and you should base your investment decision on a consideration of the European base prospectus,
including any documents incorporated by reference therein, and the applicable final terms 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 European base
prospectus, including any documents incorporated by reference therein, and the applicable final terms.
Where a claim relating to information contained in the European base prospectus or the applicable final
terms is brought before a court in a member state of the European Economic Area, the plaintiff may,
under the legislation of the member state where the claim is brought, be required to bear the costs of
translating these documents before legal proceedings are initiated.
The summary is qualified in its entirety by the remainder of this European base prospectus, including
any documents incorporated by reference therein, and the applicable final terms. If there are any
differences between your final terms and this European base prospectus, your final terms 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
high-net-worth individuals. Founded in 1869, the firm is headquartered
in New York and maintains offices in all major financial centers around
the world. Our headquarters are located at 200 West Street, New York,
NY 10282, U.S.A., telephone +1 (212) 902-1000.

Our activities are conducted in the following segments:
Investment Banking. Investment Banking is comprised of:
Financial Advisory, which includes advisory assignments
with respect to mergers and acquisitions, divestitures,
corporate
defense
activities,
risk
management,
restructurings and spin-offs, and derivative transactions
directly related to these client advisory assignments; and
Underwriting, which includes public offerings and private
placements of a wide range of securities, loans and other
financial instruments, and derivative transactions directly
related to these client underwriting activities.
Institutional Client Services. Institutional Client Services is
comprised of:
Fixed Income, Currency and Commodities Client
Execution, which includes client execution activities related
to making markets in interest rate products, credit
products, mortgages, currencies and commodities; and
4
LONDON:434973.5

Equities, which includes client execution activities related
to making markets in equity products, as well as
commissions and fees from executing and clearing
institutional client transactions on major stock, options and
futures exchanges worldwide. Equities also includes our
securities services business, which provides financing,
securities lending and other prime brokerage services to
institutional clients, including hedge funds, mutual funds,
pension funds and foundations, and generates revenues
primarily in the form of interest rate spreads or fees, and
revenues related to our insurance activities.
Investing and Lending which includes our investing activities
and the origination of loans to provide financing to clients.
These investments and loans are typically longer-term in
nature. We make investments, directly and indirectly through
funds that we manage, in debt securities, loans, public and
private equity securities, real estate, consolidated investment
entities and power generation facilities.
Investment
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. Investment
Management also offers wealth advisory services, including
portfolio management and financial counseling, and brokerage
and other transaction services to high-net-worth individuals
and families.
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.
Listing agent, paying agent
We have initially appointed Banque Internationale à Luxembourg as
and transfer agent
listing agent, paying agent and transfer agent for all notes listed on the
Official List of the Luxembourg Stock Exchange. We may at any time
terminate the appointment of any listing agent, paying agent or transfer
agent and appoint additional such agents. However, we wil maintain a
paying agent in a European city until all outstanding notes have been
delivered to the fiscal agent for cancellation, or monies sufficient to pay
all amounts due on such notes have been made available for payment.
For so long as any notes are listed on the Official List of the
Luxembourg Stock Exchange and the rules of the Luxembourg Stock
Exchange so require, one paying agent wil be located in Luxembourg.
Another paying agent will be in a Member State of the European Union
that wil not be obliged to withhold or deduct tax on the notes pursuant
to European Council Directive 2003/48/EC.
5
LONDON:434973.5

Calculation agent
We have initially appointed Goldman Sachs International as calculation
agent. We may at any time, without your consent and without notifying
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 C euro medium-term notes and the Series E
subordinated 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. dol ars or other currencies, as
specified in the applicable final terms.
Denominations
Unless otherwise specified in the applicable final terms, notes
denominated in Japanese yen will have minimum denominations of
¥1,000,000, notes denominated in U.S. dollars will have minimum
denominations of U.S.$2,000, notes denominated in euros wil have
minimum denominations of 1,000, notes denominated in British
pounds sterling will have minimum denominations of £1,000, and notes
denominated in any other currency will have minimum denominations
equal to at least 1,000.
Form of notes
We wil issue notes as global notes in registered form. If the notes are
stated in the applicable final terms to be issued under NSS and that
they are intended to be eligible collateral for Eurosystem monetary
policy, the notes wil be registered in the name of a nominee for a
common safekeeper for Euroclear and Clearstream, Luxembourg, and
we wil deliver these notes to a common safekeeper for Euroclear and
Clearstream, Luxembourg.
Global notes in registered form which are not issued under NSS will 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 final terms.
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 wil 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 European base prospectus or the applicable
6
LONDON:434973.5

final terms.

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 final terms.
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 or commodities, one or more credit events, or
any other financial, economic or other measure or instrument.
Sinking fund
Unless otherwise indicated in the applicable final terms, the notes will
not be entitled to the benefit of a sinking fund.
Redemption at our option
Unless otherwise specified in the applicable final terms, we will not be
entitled to redeem the notes before maturity, provided that we may
redeem the notes in the event of certain developments involving
changes in law, as described below, and, if the applicable final terms
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 wil not be entitled to require us to buy your note from you before
maturity, unless otherwise specified in the applicable final terms.
Payment of additional
Unless otherwise specified in the applicable final terms, we wil make
amounts
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 wil not pay additional amounts on
those payments unless the applicable final terms 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."
Redemption upon change in
Unless otherwise specified in the applicable final terms, we may
law
redeem, as a whole but not in part, any outstanding notes, if, as a
result of (i) the adoption of or any change in any applicable law or
regulation or (ii) the promulgation of or any change in the interpretation
of any court, tribunal or regulatory authority with competent jurisdiction
of any applicable law or regulation, the calculation agent determines
that we and/or any of our affiliates will incur a materially increased cost
in performing our obligations under the notes or if such performance
becomes il egal, in whole or in part.
Mergers and similar
We will not merge or consolidate with another corporation or corporate
transactions
entity, unless certain conditions are met.
Restrictions on liens
With respect to the Series C euro medium-term notes, we wil not
create, assume, incur or guarantee any indebtedness for borrowed
money secured by a pledge, lien or other similar encumbrance on any
of the equity interests that we or any of our subsidiaries own in
Goldman, Sachs & Co., unless we also secure the notes on an equal
or priority basis or our board of directors determines that the liens do
not materially detract from or interfere with the value or control of those
7
LONDON:434973.5

interests, as of the date of such determination.
Defeasance and covenant
Unless otherwise specified in the applicable final terms, if there is a
defeasance
change in U.S. federal tax law, we wil be entitled, in the case of all
fixed rate notes payable in U.S. dollars and do not include the
provisions described below under "Description of the Program --
Payment of Additional Amounts," to release ourselves from all
obligations under the notes, subject to certain conditions.

Moreover, unless otherwise specified in the applicable final terms, we
will be entitled, in the case of all fixed rate notes payable in U.S.
dollars, to release ourselves from any other 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 final terms, if an event of
remedies
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.
Payment mechanics for notes Unless otherwise specified in the applicable final terms, all payments
on notes will be made in the applicable specified currency, subject to
certain exceptions.

We wil make payments on a global note in accordance with the
applicable policies of the relevant clearing systems which, unless
specified in the applicable final terms wil 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 admit the notes to trading on the
trading
regulated market of the Luxembourg Stock Exchange and listing on the
Official List of the Luxembourg Stock Exchange unless otherwise
specified in the applicable final terms. However, we are under no
obligation to maintain the listing of any notes that are listed.
Clearing systems
Unless otherwise specified in the applicable final terms, Euroclear and
Clearstream, Luxembourg.
Market-making
This European base prospectus may be used by Goldman Sachs
International in connection with offers and sales of the notes in market-
8
LONDON:434973.5

making transactions.
Status of notes under the U.S. The notes are not, and wil not be, registered under the U.S. Securities
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 final terms.
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 that we may engage in business activities
that are adverse to your interests.

For more information see "Risk Factors" on page 10 and the applicable
final terms. You should understand these risks before making any
investment decision.
9
LONDON:434973.5