Obligation GOLDMAN SACHS GLOBAL 0% ( US38146A1934 ) en USD

GOLDMAN SACHS GLOBAL

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Royaume-uni

US38146A1934 ( en USD )

20/10/2014 - Obligation échue

Prospectus brochure de l'obligation GOLDMAN SACHS INTERNATIONAL US38146A1934 en USD 0%, échue

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 US38146A1934, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 20/10/2014

GOLDMAN SACHS INTERNATIONAL
(Incorporated with unlimited liability in England)
as Issuer
GOLDMAN, SACHS & CO. WERTPAPIER GMBH
(Incorporated with limited liability in Germany)
as Issuer
SERIES A PROGRAMME FOR THE ISSUANCE OF
WARRANTS, NOTES AND CERTIFICATES
in respect of which the obligations of Goldman Sachs International and
Goldman, Sachs & Co. Wertpapier GmbH are
guaranteed by
THE GOLDMAN SACHS GROUP, INC.
(A corporation organised under the laws of the State of Delaware)
This Base Prospectus
This document is a base prospectus (the "Base Prospectus") prepared for the purposes of Article 5.4 of
Directive 2003/71/EC as amended by Directive 2010/73/EU (the "Prospectus Directive"). It is valid
for one year and may be supplemented from time to time under the terms of the Prospectus Directive. It
should be read together with any supplements to it, any documents incorporated by reference within it,
and the Final Terms in relation to any particular issue of Securities.
The Issuers, the Guarantor and the Programme
Goldman Sachs International ("GSI") and Goldman, Sachs & Co. Wertpapier GmbH ("GSW", and
together with GSI, the "Issuers" and each an "Issuer") may from time to time issue Securities (as
described below) under the Series A programme (the "Programme") described in this Base Prospectus
upon the terms and conditions of the Securities described herein as completed, in the case of each issue
of Securities, by final terms (the "Final Terms"). The payment and delivery obligations of GSI and
GSW under the Securities are guaranteed by The Goldman Sachs Group, Inc. ("GSG" or the
"Guarantor"), provided that GSG may discharge any obligation to deliver assets by payment of a cash
amount instead.
Statements in relation to prospects and financial or trading position
In this Base Prospectus, where GSI, GSW and GSG make statements that "there has been no material
adverse change in the prospects" and "no significant change in the financial or trading position" of GSI,
GSW and GSG, respectively, references in these statements to the "prospects" and "financial or trading
position" of GSI, GSW and GSG are specifically to their respective ability to meet their full payment
obligations under the Securities (in the case of GSI and GSW) or Guarantee (in the case of GSG) in a
timely manner. Such statements are made, for example, in Elements B.12 and B.19 (B.12) of the
"Summary". Material information about GSI's, GSW's and GSG's respective financial condition and
prospects is included in the GSG periodic reports on Forms 10-K, 10-Q and 8-K which are
incorporated by reference into this Base Prospectus.
The Securities
Securities issued under the Programme may be in the form of warrants (the "Warrants"), certificates
(the "Certificates" and together with the Warrants, the "Instruments") or notes (the "Notes" and
together with the Instruments, the "Securities").
1

Securities will give the holder certain rights against the relevant Issuer, including the right to receive
one or more cash amounts or delivery of a specified asset or assets, against payment of a specified sum.
These rights will be set forth in the terms and conditions (the "Terms and Conditions" or the
"Conditions) of the Securities, which shall comprise:
·
the "General Instrument Conditions" (in the case of Instruments, commencing on page 95 of
this Base Prospectus) or the "General Note Conditions" (in the case of Notes, commencing on
page 147 of this Base Prospectus) (and, in the case of "South African Notes", the "Additional
South African Notes Conditions", commencing on page 391 of this Base Prospectus);
·
where the Securities are linked to one or more Underlying Assets, the terms and conditions
relating to such Underlying Asset(s) set out in the "Underlying Asset Conditions",
commencing on page 238 of this Base Prospectus which are specified to be applicable in the
relevant Final Terms;
·
the "coupon" terms (if any) of the Securities set out in the "Coupon Payout Conditions",
commencing on page 192 of this Base Prospectus, which are specified to be applicable in the
relevant Final Terms;
·
the "autocall" terms (if any) of the Securities (other than EIS Notes) set out in the "Autocall
Payout Conditions", commencing on page 201 of this Base Prospectus which are specified to
be applicable in the relevant Final Terms;
·
the "payout" terms of the Securities (other than EIS Notes) set out in the "Payout Conditions",
commencing on page 205 of this Base Prospectus, or the "EIS Note Payout Conditions" in the
case of EIS Notes, commencing on page 235 of this Base Prospectus, which are specified to
be applicable in the relevant Final Terms; and
·
the issue specific details of the particular issue of Securities as set out in a separate "Final
Terms" document.
The Final Terms
A "Final Terms" document shall be prepared in respect of each issue of Securities. In addition to
specifying the form of the Security (be it a Warrant, Certificate, or Note), and which of the Underlying
Asset Conditions (if any), Coupon Payout Conditions (if any), Autocall Payout Conditions (if any) and
Payout Conditions apply to the Securities, the Final Terms will include other important information in
relation to the particular issue of Securities such as, for example, payment and maturity dates, amounts,
rates and (if applicable) the Underlying Asset(s) to which the return on the Securities will be
dependent.
Types of Underlying Assets
The amount payable or deliverable under some, but not all, of the Securities issued under this Base
Prospectus may depend on the performance (which can be measured in different ways) of one or more
underlying reference assets ("Underlying Assets"). The potential types of Underlying Assets for such
purpose include:
·
a share (including a depositary receipt and an exchange traded fund);
·
an index, a futures, options or other derivatives contract on an equities index;
·
a commodity;
·
a commodity index;
·
a foreign exchange rate;
·
an inflation index or other consumer price index;
·
an interest rate;
·
a preference share issued by Goldman Sachs (Cayman) Limited;
·
baskets of the above; and
2

·
basket of one or more shares and one or more indices.
Risk Factors
Before purchasing Securities, you should consider, in particular, "Risk Factors" commencing on page
42 of this Base Prospectus.
Commonly Asked Questions and Index of Defined Terms
A list of Commonly Asked Questions and replies is set out commencing on page 83 of this Base
Prospectus.
A list of all of the defined terms used in this Base Prospectus is set out commencing on page 600 of this
Base Prospectus.
The date of this Base Prospectus is 20 June 2014
3

IMPORTANT NOTICES
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 Guarantor
fails or goes bankrupt, you will lose some or all of your money.
Securities are not bank deposits and are not insured or guaranteed by any United States
governmental agency: The Securities are not bank deposits and are not insured or guaranteed by the
United States Federal Deposit Insurance Corporation, the Deposit Insurance Fund, the UK Financial
Services Compensation Scheme or any other government or governmental agency, or insurance
protection scheme.
Nature of the Guaranty: The payment and delivery obligations of GSI and GSW are guaranteed by
The Goldman Sachs Group, Inc. ("GSG" or the "Guarantor") pursuant to a guaranty dated 20 June
2014 (the "Guaranty"). The Guaranty will rank pari passu with all other unsecured and
unsubordinated indebtedness of GSG. GSG is only obliged to pay the Physical Settlement Disruption
Amount instead of delivery of the Deliverable Assets if the Issuer has failed to deliver the Physical
Settlement Amount.
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
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. Legal Notices: None of the Securities, the Guaranty 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 Guaranty 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 Final Terms 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 Final Terms 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 Final Terms, 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.
iv

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 Base Prospectus.
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
Base Prospectus, in any other document prepared in connection with the Programme or any Final
Terms 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. Neither the delivery of this Base Prospectus nor the delivery of any Final Terms shall, 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 Base Prospectus has been most recently supplemented.
Restrictions and distribution and use of this Base Prospectus and Final Terms
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the
Securities in certain jurisdictions may be restricted by law. Persons into whose possession this Base
Prospectus or any Final Terms 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 Base Prospectus, any Final Terms
and other offering material relating to the Securities, see "Selling Restrictions" below.
Neither this Base Prospectus nor any Final Terms may be used for the purpose of an offer or
solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised 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 Base Prospectus in any
jurisdiction where any such action is required.
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)) 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 Base Prospectus, references to:
·
"U.S.$", "$", "U.S. dollars", "dollars", "USD" and "cents" are to the lawful currency of the United
States of America;
·
"", "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);
·
"£" and "STG" are to Sterling, the lawful currency of the United Kingdom;
·
"CNY" are to Chinese Renminbi, the lawful currency of the People's Republic of China (including
any lawful successor to the CNY); and
·
"ZAR" are to South African Rand, the lawful currency of South Africa (including any lawful
successor to the ZAR).
v

Any other currency referred to in any Final Terms will have the meaning specified in the relevant Final
Terms.
An Index of Defined Terms is set out on pages 600 to 608 of this Base Prospectus.
vi

TABLE OF CONTENTS
Page
SUMMARY .............................................................................................................................................. 1
RISK FACTORS..................................................................................................................................... 42
DOCUMENTS INCORPORATED BY REFERENCE .......................................................................... 78
GENERAL DESCRIPTION OF THE PROGRAMME .......................................................................... 80
COMMONLY ASKED QUESTIONS ABOUT THE PROGRAMME.................................................. 83
TERMS AND CONDITIONS OF THE SECURITIES .......................................................................... 95
GENERAL TERMS AND CONDITIONS OF THE INSTRUMENTS ................................................. 95
GENERAL TERMS AND CONDITIONS OF THE NOTES .............................................................. 147
COUPON PAYOUT CONDITIONS.................................................................................................... 192
AUTOCALL PAYOUT CONDITIONS............................................................................................... 201
PAYOUT CONDITIONS ..................................................................................................................... 205
EIS NOTE PAYOUT CONDITIONS................................................................................................... 235
UNDERLYING ASSET CONDITIONS .............................................................................................. 238
INTRODUCTION TO THE SHARE LINKED CONDITIONS........................................................... 238
SHARE LINKED CONDITIONS......................................................................................................... 245
INDEX-LINKED DERIVATIVES CONTRACTS ON INDICES ....................................................... 277
INDEX LINKED CONDITIONS ......................................................................................................... 278
COMMODITY LINKED CONDITIONS............................................................................................. 313
FX LINKED CONDITIONS ................................................................................................................ 351
INFLATION LINKED CONDITIONS ................................................................................................ 369
MULTI-ASSET BASKET LINKED CONDITIONS ........................................................................... 378
ADDITIONAL SOUTH AFRICAN NOTE CONDITIONS ................................................................ 389
ADDITIONAL TERMS AND CONDITIONS FOR SOUTH AFRICAN NOTES.............................. 389
FORM OF FINAL TERMS (INSTRUMENTS)................................................................................... 405
FORM OF FINAL TERMS (NOTES).................................................................................................. 457
FORM OF GUARANTY ...................................................................................................................... 513
EIS NOTE DESCRIPTION .................................................................................................................. 516
FORMS OF THE NOTES..................................................................................................................... 527
BOOK-ENTRY CLEARING SYSTEMS............................................................................................. 529
USE OF PROCEEDS............................................................................................................................ 532
TAXATION .......................................................................................................................................... 533
SELLING RESTRICTIONS ................................................................................................................. 569
OFFERS AND SALES AND DISTRIBUTION ARRANGEMENTS ................................................. 588
IMPORTANT LEGAL INFORMATION............................................................................................. 589
GENERAL INFORMATION ............................................................................................................... 595
INDEX OF DEFINED TERMS ............................................................................................................ 597
vii

Summary
SUMMARY
·
Summaries are made up of disclosure requirements known as "Elements". These elements are
numbered in Sections A E (A.1 E.7).
·
This summary contains all the Elements required to be included in a summary for these types of
securities and Issuer. Because some Elements are not required to be addressed, there may be gaps
in the numbering sequence of the Elements.
·
Even though an Element may be required to be inserted in the summary because of the type of
securities and Issuer, it is possible that no relevant information can be given regarding the Element.
In this case a short description of the Element is included in the summary with the mention of "not
applicable".
SECTION A INTRODUCTION AND WARNINGS
A.1
Introduction
This summary should be read as an introduction to the Base Prospectus.
and warnings
Any decision to invest in the securities should be based on consideration
of this Base Prospectus as a whole by the investor. Where a claim
relating to the information contained in this Base Prospectus is brought
before a court, the plaintiff investor might, under the national legislation
of the Member States, have to bear the costs of translating this Base
Prospectus before the legal proceedings are initiated. Civil liability
attaches only to those persons who have tabled the summary including
any translation thereof, but only if the summary is misleading, inaccurate
or inconsistent when read together with the other parts of this Base
Prospectus or it does not provide, when read together with the other parts
of this Base Prospectus, key information in order to aid investors when
considering whether to invest in such Securities.
A.2
Consents
[Subject to the conditions set out below, in connection with a Non-
exempt Offer (as defined below) of Securities, the Issuer and the
Guarantor consent to the use of the Base Prospectus by [the] [each]
[Dealer] [Manager] [and by]:
(1)
[[l], [l] and [l] (the "Initial Authorised Offeror[s]");]
(2)
[if the Issuer appoints additional financial intermediaries after
the date of the Final Terms dated [l] and publishes details in
relation to them on its website (www.[l].com), each financial
intermediary whose details are so published,
in the case of (1) or (2) above, for as long as such financial
intermediaries are authorised to make such offers under the
Markets in Financial Instruments Directive (Directive
2004/39/EC);]
(each an "Authorised Offeror" and together the "Authorised
Offerors").
The consent of the Issuer and the Guarantor is subject to the following
conditions:
(i)
the consent is only valid during the period from ([and including
/ but excluding]) [l] to ([and including / but excluding]) [l] (the
"Offer Period"); [and]
(ii)
the consent only extends to the use of the Base Prospectus to
make Non-exempt Offers (as defined below) of the tranche of
Securities in [l],[l] and [l] [; and][.]
1

Summary
[(iii)
the consent is subject to the further following conditions: [l].]
A "Non-exempt Offer" of Securities is an offer of Securities that is not
within an exemption from the requirement to publish a prospectus under
Directive 2003/71/EC, as amended.
Any person (an "Investor") intending to acquire or acquiring any
Securities from an Authorised Offeror will do so, and offers and
sales of Securities to an Investor by an Authorised Offeror will be
made, in accordance with any terms and other arrangements in
place between such Authorised Offeror and such Investor including
as to price, allocations and settlement arrangements. The Issuer will
not be a party to any such arrangements with Investors in
connection with the offer or sale of the Securities and, accordingly,
the Base Prospectus and the Final Terms will not contain such
information and an Investor must obtain such information from the
Authorised Offeror. Information in relation to an offer to the public
will be made available at the time such sub-offer is made, and such
information will also be provided by the relevant Authorised Offeror
at the time of such offer.]
[Not applicable; no consent is given for the use of the Base Prospectus
for subsequent resales of the Securities.]
SECTION B ISSUERS AND GUARANTOR
B.1
Legal and
[Goldman Sachs International ("GSI" or the "Issuer")]
commercial
name of the
[Goldman, Sachs & Co. Wertpapier GmbH ("GSW" or the "Issuer")]
Issuer
B.2
Domicile and
[GSI is private unlimited liability company incorporated in England and
legal form of
Wales. GSI mainly operates under English law. The registered office of
the Issuer
GSI is Peterborough Court, 133 Fleet Street, London EC4A 2BB,
England.]
[GSW is a company with limited liability (Gesellschaft mit beschränkter
Haftung) incorporated in the Federal Republic of Germany and mainly
operates under the laws of the Federal Republic of Germany. The
registered office of GSW is MesseTurm, Friedrich-Ebert-Anlage 49,
60308 Frankfurt am Main, Germany.]
B.4b
Known trends
[GSI's prospects for the remainder of 2014 will be affected, potentially
with respect to
adversely, by developments in global, regional and national economies,
the Issuer
including in the United Kingdom, movements and activity levels, in
financial, commodities, currency and other markets, interest rate
movements, political and military developments throughout the world,
client activity levels and legal and regulatory developments in the United
Kingdom and other countries where the Issuer does business.]
[Not applicable; there are no known trends affecting GSW and the
industries in which it operates].
B.5
The Issuer's
[Goldman Sachs Holdings (U.K.), a company incorporated under
group
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
2

Summary
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.]
[GSW is a wholly-owned subsidiary of The Goldman Sachs Group, Inc.]
Please see B.19 (B.5).
B.9
Profit forecast
[Not applicable; GSI has not made any profit forecasts or estimates.]
or estimate
[Not applicable; GSW has not made any profit forecasts or estimates.]
B.10
Audit report
[Not applicable; there are no qualifications in the audit report of GSI on
qualifications
its historical financial information.]
[Not applicable; there are no qualifications in the audit report of GSW on
its historical financial information.]
B.12
Selected
[The following table shows selected key historical financial information
historical key
in relation to GSI:
financial
As and for the Year ended
information of
31 December 2013
31 December 2012
the Issuer
(USD)
(USD)
Operating Profit
618,173,000
1,111,976,000
Profit on ordinary activities
297,566,000
827,966,000
before taxation
Profit on ordinary activities
168,664,000
683,960,000
after taxation
As at
31 December 2013
31 December 2012
(USD)
(USD)
Fixed Assets
15,537,000
516,944,000
Current Assets
816,202,624,000
891,299,754,000
Total Shareholders' Funds
20,300,471,000
20,193,453,000
[The following table shows selected key historical financial information in relation to
GSW:
As and for the Year ended
31 December 2013
31 December 2012
(EUR)
(EUR)
Operating income
380,836.28
710,866.34
Taxation on income
120,965.71
224,054.41
Net Income
259,870.57
486,811.93
As at
31 December 2013
31 December 2012
(EUR)
(EUR)
Total assets
4,443,043,003.63
4,146,594,026.29
Total capital and reserves
2,516,304.26
2,256,433.69
[There has been no material adverse change in the prospects of GSI since
31 December 2013.]
[There has been no material adverse change in the prospects of GSW
since 31 December 2013.]
[Not applicable; there has been no significant change in the financial or
trading position particular to GSI subsequent to 31 December 2013.]
[Not applicable; there has been no significant change in the financial or
3