Bond Goldman & Sachs 0.94% ( XS1610710565 ) in JPY

Goldman & Sachs

100 % ⇌

United States

XS1610710565 ( in JPY )

0.94% per year ( payment 2 times a year)

01/06/2027

Prospectus brochure of the bond Goldman Sachs XS1610710565 en JPY 0.94%, maturity 01/06/2027

1 000 000 JPY

12 000 000 000 JPY

01/12/2025 ( In 28 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 JPY, with the ISIN code XS1610710565, pays a coupon of 0.94% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/06/2027

The Goldman Sachs Group, Inc.
Subordinated Euro Medium-Term Notes, Series I
________________
TERMS OF SALE

Unless the context requires otherwise, references to the notes refer to Series I 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 30 years from the date of issue

may be denominated in U.S. dollars or in other currencies,

fixed or floating interest rate, zero coupon and / or issued with
currency units or composite currencies and payable in the
original issue discount
denominated or other currencies

may be subject to redemption at the option of The Goldman

denominations of at least ¥1,000,000, 1,000, U.S.$2,000 or
Sachs Group, Inc.
£1,000 or, if denominated in other currencies, denominations
of at least the equivalent of 1,000

settlement in immediately available funds

unless otherwise specified in the related final terms, minimum
maturity will be five years from the date of issue
As described in more detail under "General Note Conditions--Subordination Provisions", the subordinated notes are unsecured and
rank junior in right of payment to our senior debt. As a result, if a default under our senior debt has occurred and is continuing, unless
all principal of and any premium or interest on the senior debt has been paid in full, no payment or other distribution may be made in
respect of the subordinated notes except in certain limited circumstances. Unlike our senior debt securities, the maturity of the
subordinated notes will be accelerated only upon our bankruptcy, insolvency, or reorganization, and not as a result of another event
of default. As a result, holders of subordinated notes may recover less than unsubordinated creditors and senior debt holders. Holders
of the notes may be fully subordinated to interests held by the U.S. government in the event The Goldman Sachs Group, Inc. enters
into a receivership, insolvency, liquidation or similar proceeding.
Any of the terms described above may be varied in the applicable final terms to the extent permissible.
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.
This base prospectus (the "Base Prospectus") has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") which
is the competent authority of Luxembourg under Regulation (EU) 2017/1129 (the "Prospectus Regulation"). The CSSF only approves this Base
Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation and the
Luxembourg law dated 16 July 2019 on prospectuses for securities (the "Luxembourg Prospectus Law"). Such approval should not be considered
as an endorsement of the issuer that is the subject to this Base Prospectus. In the context of such approval, the CSSF gives no undertaking as
to the economic and financial soundness of the operation or the quality or solvency of the issuer in accordance with Article 6(4) of the Luxembourg
Prospectus Law. Investors should make their own assessment as to the suitability of investing in the notes. Application has been made to the
Luxembourg Stock Exchange for notes issued under the Series I euro medium-term notes program to be listed on the Official List and admitted
to trading on the regulated market of the Luxembourg Stock Exchange. Notes issued under the Series I euro medium-term notes program may
also be listed on an alternative stock exchange or may not be listed at all. 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 Base Prospectus constitutes a base prospectus for the purposes of Article 8 of the Prospectus Regulation. The 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 Base Prospectus. This
Base Prospectus is not for use in, and may not be delivered to or inside, the United States or provided to a U.S. person.
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 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 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 Base Prospectus
is being used in a market-making transaction.
Global notes will be deposited with a common depositary for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme
("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
________________
Base Prospectus, dated December 16, 2019

LONDON:617459.7

Unless the context otherwise requires, references in this Base Prospectus to "The Goldman
Sachs Group, Inc.", "the Issuer", "we", "our" and "us" mean only The Goldman Sachs Group, Inc.
and do not include its consolidated subsidiaries. References to "Goldman Sachs", "the Group" 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 "General Note Conditions -- 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 Base Prospectus. Neither this 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 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
Directive 2014/65/EU (as amended, "MiFID II").
The credit ratings of The Goldman Sachs Group, Inc. referred to in the 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
https://www.esma.europa.eu/supervision/credit-rating-agencies/risk.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 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
Base Prospectus. To the best of the knowledge of The Goldman Sachs Group, Inc., the information
contained in this Base Prospectus is in accordance with the facts and the Base Prospectus makes
no omission likely to affect its import. Where information contained in this Base Prospectus 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.
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________________
Other than in relation to any documents which are incorporated by reference herein, no content
of any website, cited or referred to in this Base Prospectus, shall be deemed to form part of this
Base Prospectus and has not been scrutinised or approved by the CSSF.
________________
In relation to notes listed on the Official List and admitted to trading on the regulated market of
the Luxembourg Stock Exchange, this Base Prospectus is valid for a period of twelve months after
its date of approval and will expire on December 15, 2020. 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 Base Prospectus
would be inaccurate or misleading, The Goldman Sachs Group, Inc. will prepare and make available
a supplement to this Base Prospectus or a further Base Prospectus for any subsequent issue of
notes to be listed on the Official List and admitted to trading on the regulated market of the
Luxembourg Stock Exchange. The obligation to supplement this Base Prospectus in the event of
any significant new factor, material mistake or material inaccuracy relating to the information
included in this Base Prospectus will not apply when this Base Prospectus is no longer valid.
________________
In this section, the expression "necessary information" means, in relation to any tranche of
notes, the information necessary to enable investors in such notes to make an informed
assessment of the assets and liabilities, financial position, profits and losses and prospects of The
Goldman Sachs Group, Inc., of the rights attaching to such notes, and the reason for the issuance
and its impact on the issuer. In relation to the different types of notes that may be issued under the
program, The Goldman Sachs Group, Inc. has included in this Base Prospectus all of the necessary
information except for information which is not known at the date of this Base Prospectus and
which can only be determined at the time of an individual issue of a tranche of notes.
Any information relating to the notes which is not included in this Base Prospectus and which
is required in order to complete the necessary information in relation to a tranche of notes will be
contained either in the relevant final terms or in a further draw-down prospectus.
For a tranche of notes which is the subject of final terms, those final terms will, for the purposes
of that tranche only, complete this Base Prospectus and must be read in conjunction with this Base
Prospectus.
________________
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 and admitted to trading on the regulated market 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 cease 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 ("ERISA"), or the Internal Revenue Code of 1986, as amended (the "Code"),
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LONDON:617459.7

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 final terms 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
Economic Area ("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 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.
Notwithstanding the foregoing paragraph, if the Final Terms in respect of the notes includes
a legend entitled "Prohibition of Sales to EEA Retail Investors" but the Issuer subsequently
prepares and publishes a key information document under the PRIIPs Regulation in respect of such
notes, then, following such publication, the prohibition on the offering, sale or otherwise making
available of the notes to retail investors as described in the above paragraph and in such legend
shall no longer apply.
________________
Benchmark Regulation
Amounts payable under the notes may be calculated or otherwise determined by reference
to EURIBOR, the Euro Interest Swap Rate, LIBOR, and the USD CMS Rate. As of the date of this
Base Prospectus, the administrator of LIBOR, the Euro Interest Swap Rate, and the USD CMS Rate,
ICE Benchmark Administration Limited, and the administrator of EURIBOR, the European Money
Markets Institute, appear on the register of administrators and benchmarks (the "ESMA
Benchmarks Register") established maintained by the European Securities and Markets Authority
("ESMA") pursuant to Article 36 of the Benchmark Regulation (Regulation (EU) 2016/1011) (the
"Benchmark Regulation"). In addition, amounts payable under the notes may be calculated or
otherwise determined by reference to other base rates or indices or combinations of indices as
indicated in the applicable final terms. Any such base rate or index may constitute a benchmark for
the purposes of the Benchmark Regulation. If any such base rate or index does constitute such a
benchmark the applicable final terms will indicate whether or not the benchmark is provided by an
administrator included in the ESMA Benchmarks Register.
Not every base rate or index will fall within the scope of the Benchmark Regulation.
Furthermore, transitional provisions in the Benchmark Regulation may have the result that the
administrator of a particular benchmark is not required to appear in the register of administrators
and benchmarks at the date of the applicable final terms. The registration status of any
administrator under the Benchmark Regulation is a matter of public record and, save where
required by applicable law, we do not intend to update this Base Prospectus or the applicable final
terms to reflect any change in the registration status of the administrator.

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LONDON:617459.7

TABLE OF CONTENTS
Overview of the Program .............................................................................................................................. 6
Risk Factors ................................................................................................................................................ 10
Risk Factors in Relation to the Issuer ...................................................................................................... 10
Consent to Use this Base Prospectus ........................................................................................................ 25
Documents Incorporated by Reference ...................................................................................................... 26
Introduction.................................................................................................................................................. 30
Use of Proceeds .......................................................................................................................................... 30
Credit Ratings ............................................................................................................................................. 30
General Note Conditions ............................................................................................................................. 31
Information About Our Series I Subordinated Euro Medium-Term Notes Program ................................ 31
Features Common to All Notes ............................................................................................................... 33
Interest Rates .......................................................................................................................................... 41
Redemption and Repayment ................................................................................................................... 53
Payment of Additional Amounts .............................................................................................................. 55
Mergers and Similar Transactions ........................................................................................................... 57
Subordination Provisions ......................................................................................................................... 57
Events of Default and Remedies ............................................................................................................. 59
Meetings, Modification and Waiver of Covenants ................................................................................... 59
Special Rules for Action by Holders ........................................................................................................ 60
Payment Mechanics for Notes................................................................................................................. 61
Form, Exchange, Registration and Transfer ........................................................................................... 63
Payment of Stamp and Other Taxes ....................................................................................................... 66
Notices ..................................................................................................................................................... 66
Title .......................................................................................................................................................... 67
Replacement of Notes ............................................................................................................................. 67
Plan of Distribution ...................................................................................................................................... 68
Selling Restrictions .................................................................................................................................. 68
Market-Making Resales by Affiliates ....................................................................................................... 88
Matters Relating to Initial Offering and Market-Making Resales ............................................................. 89
Employee Retirement Income Security Act ................................................................................................ 89
Listing and General Information .................................................................................................................. 90
Taxation....................................................................................................................................................... 93
Form of Final Terms (Series I Notes) ........................................................................................................ S-1
________________
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OVERVIEW OF THE PROGRAM
The following is an overview of the Series I subordinated euro medium-term notes program of The
Goldman Sachs Group, Inc. and should be read as an introduction to, and in conjunction with, the remainder
of this 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 this Base Prospectus,
including any documents incorporated by reference therein, and the applicable final terms as a whole. This
overview constitutes a general description of the Series I subordinated euro medium-term notes program
for the purposes of Article 25(1) of Commission Delegated Regulation (EU) 2019/980 (the "Prospectus
Regulation Implementing Regulation").
Issuer
The Goldman Sachs Group, Inc.
LEI
784F5XWPLTWKTBV3E584
Website of the Issuer
Our internet address is www.goldmansachs.com. Information on our
website does not form part of this Base Prospectus unless incorporated
by reference into this Base Prospectus.
Dealers
We may offer and sel 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 and registrar
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 will maintain a
paying agent in a European city until al 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.
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 I 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 wil 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 wil have minimum denominations of
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LONDON:617459.7

¥1,000,000, notes denominated in U.S. dollars wil have minimum
denominations of U.S.$2,000, notes denominated in euros will have
minimum denominations of 1,000, notes denominated in British
pounds sterling wil 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 will issue notes as global notes in registered form.
Global notes in registered form 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 final terms.
Types of notes
We may issue fixed rate notes (including zero coupon notes), floating
rate notes, and fixed/floating rate notes.
Stated Maturity
In general, notes wil have a stated maturity of up to 30 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 Base Prospectus or the applicable 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.
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, 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 and we may redeem the notes in the event of
certain legal or regulatory developments that may impair our ability to
treat the notes then outstanding as "tier 2 capital" (or its equivalent), as
described below.
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 will 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."

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Mergers and similar
We wil not merge or consolidate with another corporation or corporate
transactions
entity, unless certain conditions are met.

Events of default and
Unless otherwise specified in the applicable final terms, if an event of
remedies
default occurs and is continuing, the entire principal amount of the
notes will be automatically accelerated, without any action by the fiscal
agent or the holders.
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
Unless otherwise specified in the applicable final terms, all payments
notes
on notes wil 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 wil 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 Base Prospectus 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 final terms.
8
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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. Notes denominated or payable
in or linked to foreign currencies are subject to additional risks,
including that you may lose al or a portion of the principal invested and
may receive no interest, the volatility of the indices or currencies. Notes
linked to benchmark underlyers such as LIBOR and EURIBOR also
face additional risk, including consequences that may have a material
adverse effect on the return on, value of, and market for any such
notes. We may also engage in business activities that are adverse to
your interests.

For more information see "Risk Factors" on page 10. You should
understand these risks before making any investment decision.

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RISK FACTORS
Risk Factors in Relation to the Issuer
Market and credit risks
See the following risk factors as incorporated by reference from the 2018 Form 10-K (as defined
below in "Documents Incorporated by Reference"), in the following order:
(a) Our businesses have been and may continue to be adversely affected by conditions in the global
financial markets and economic conditions general y. (pages 22-23 of the 2018 Form 10-K);
(b) Our businesses have been and may be adversely affected by disruptions in the credit markets,
including reduced access to credit and higher costs of obtaining credit. (page 26 of the 2018 Form 10-K);
(c) Our market-making activities have been and may be affected by changes in the levels of market
volatility. (page 26 of the 2018 Form 10-K);
(d) Our investment banking, client execution and investment management businesses have been
adversely affected and may in the future be adversely affected by market uncertainty or lack of confidence
among investors and CEOs due to general declines in economic activity and other unfavorable economic,
geopolitical or market conditions. (pages 26-27 of the 2018 Form 10-K);
(e) Our businesses, profitability and liquidity may be adversely affected by Brexit. (page 35 of the 2018
Form 10-K);
(f) Our businesses, profitability and liquidity may be adversely affected by deterioration in the credit
quality of, or defaults by, third parties who owe us money, securities or other assets or whose securities or
obligations we hold. (pages 35-36 of the 2018 Form 10-K);
(g) Concentration of risk increases the potential for significant losses in our market-making,
underwriting, investing and lending activities. (page 36 of the 2018 Form 10-K); and
(h) We may incur losses as a result of unforeseen or catastrophic events, including the emergence of
a pandemic, terrorist attacks, extreme weather events or other natural disasters. (page 43 of the 2018 Form
10-K).
Liquidity risks
See the following risk factors as incorporated by reference from the 2018 Form 10-K (as defined
below in "Documents Incorporated by Reference"), in the following order:
(a) Our liquidity, profitability and businesses may be adversely affected by an inability to access the
debt capital markets or to sell assets or by a reduction in our credit ratings or by an increase in our credit
spreads. (page 28 of the 2018 Form 10-K); and
(b) Group Inc. is a holding company and is dependent for liquidity on payments from its subsidiaries,
many of which are subject to restrictions. (pages 32-33 of the 2018 Form 10-K).
Business activities and industry risks
See the following risk factors as incorporated by reference from the 2018 Form 10-K (as defined
below in "Documents Incorporated by Reference"), in the following order:
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