Bond Goldman Sachs & Co. 3.125% ( XS1859424902 ) in GBP

Goldman Sachs & Co.

100 % ▲

United States

XS1859424902 ( in GBP )

3.125% per year ( payment 1 time a year)

24/07/2029

Prospectus brochure of the bond The Goldman Sachs Group Inc XS1859424902 en GBP 3.125%, maturity 24/07/2029

1 000 GBP

1 000 000 000 GBP

25/07/2025 ( In 87 days )

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

The Bond issued by Goldman Sachs & Co. ( United States ) , in GBP, with the ISIN code XS1859424902, pays a coupon of 3.125% per year.
The coupons are paid 1 time per year and the Bond maturity is 24/07/2029

The Goldman Sachs Group, Inc.
Euro Medium-Term Notes, Series F
________________
TERMS OF SALE
Unless the context requires otherwise, references to the notes refer to Series F 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 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

amount of interest and/or amount payable at maturity may be

denominations of at least 1,000, ¥1,000,000, U.S.$2,000 or
determined by reference to one or more underlying rates,
£1,000 or, if denominated in other currencies, denominations of
measures or instruments
at least the equivalent of 1,000

may be subject to redemption at the option of The Goldman

settlement in immediately available funds
Sachs Group, Inc. or repayment at the option of the holder

may not be amortized or subject to a sinking fund

The notes will not be secured by any property or assets and will not be subordinated to any of our other debt obligations.
Any of the terms described above may be varied in the applicable 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.
Application has been made to the Commission de Surveil ance du Secteur Financier (the "CSSF"), which is the competent Luxembourg
authority under the Prospectus Directive for approving this base prospectus (the "Base Prospectus"). By approving this Base Prospectus, the
CSSF shall give no undertaking as to the economic and financial soundness of the operation or the quality or solvency of the issuer 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 F 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 F euro medium-term notes
program 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) and include 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 Base Prospectus constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus Directive. 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.
If the notes are stated in the applicable final terms to be issued under the new safekeeping structure ("NSS"), then we wil deliver these notes to
a common safekeeper for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg").
Global notes which are not issued under NSS will be deposited with a common depositary for Euroclear and Clearstream, Luxembourg.
See "Risk Factors" beginning on p. 34 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 April 19, 2018

LONDON:583873.5

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 2014/64/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 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 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 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

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LONDON:583873.5

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 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. 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.
________________
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. and of the rights attaching to such notes. 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"),
including an IRA or a Keogh plan (or a governmental plan to which similar prohibitions apply), and

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LONDON:583873.5

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.
________________
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, with effect from such date, 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 2002/92/EC (as amended, the "Insurance
Mediation 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 Directive
2003/71/EC (as amended, the "Prospectus Directive"). Consequently no key information document
required by Regulation (EU) No 1286/2014 (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 a base rate, an index or a combination of indices. Any such base rate or index may constitute a
benchmark for the purposes of the Benchmark Regulation (Regulation (EU) 2016/1011) (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 register of administrators and benchmarks established and maintained by the
European Securities and Markets Authority ("ESMA") pursuant to Article 36 of the Benchmark
Regulation. 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 the applicable final terms to reflect any
change in the registration status of the administrator.

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LONDON:583873.5

TABLE OF CONTENTS
Summary ....................................................................................................................................................... 6
Risk Factors ................................................................................................................................................ 34
Risk Factors in Relation to the Issuer ............................................................................................ 34
Risk Factors in Relation to the Notes ............................................................................................. 34
Consent to use this Base Prospectus ......................................................................................................... 54
Documents Incorporated by Reference ...................................................................................................... 56
Introduction.................................................................................................................................................. 59
Use of Proceeds .......................................................................................................................................... 59
General Note Conditions ............................................................................................................................. 60
Information About Our Series F Euro Medium-Term Notes Program ............................................ 60
Features Common to All Notes ...................................................................................................... 62
Interest Rates ................................................................................................................................. 72
Redemption and Repayment ....................................................................................................... 104
Payment of Additional Amounts ................................................................................................... 110
Mergers and Similar Transactions ............................................................................................... 112
Defeasance and Covenant Defeasance ...................................................................................... 112
Events of Default and Remedies ................................................................................................. 114
Meetings, Modification and Waiver of Covenants ........................................................................ 116
Special Rules for Action by Holders ............................................................................................. 117
Payment Mechanics for Notes ..................................................................................................... 118
Form, Exchange, Registration and Transfer ................................................................................ 120
Payment of Stamp and Other Taxes ............................................................................................ 123
Notices ......................................................................................................................................... 123
Title ............................................................................................................................................... 124
Replacement of Notes.................................................................................................................. 124
Plan of Distribution .................................................................................................................................... 125
Selling Restrictions ....................................................................................................................... 125
Market-Making Resales by Affiliates ............................................................................................ 146
Matters Relating to Initial Offering and Market-Making Resales.................................................. 147
Employee Retirement Income Security Act .............................................................................................. 148
Listing and General Information ................................................................................................................ 149
Taxation..................................................................................................................................................... 151
Form of Final Terms (Series F Notes) ...................................................................................................... S-1
________________

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LONDON:583873.5

SUMMARY
1.
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 al the Elements required to be
included in a summary relating to the notes and the Issuer. Because some Elements are not
required to be addressed there may be gaps in the numbering sequence of the Elements.
2.
Even though an Element may be required to be inserted into the summary because of the type of
security 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 and marked as `not
applicable'.
Section A--Introduction and warnings
Element Disclosure requirement
Disclosure
A.1
Warning
This summary should be read as an introduction to the Base Prospectus.
Any decision to invest in the notes should be based on a consideration of
the Base Prospectus as a whole, including any documents incorporated
by reference. Where a claim relating to the information contained in the
Base Prospectus is brought before a court, the plaintiff investor might,
under the national legislation of the member states of the European
Economic Area, have to bear the costs of translating the 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 the Base Prospectus or it does
not provide, when read together with the other parts of the Base
Prospectus, key information in order to aid investors when considering
whether to invest in the notes.
A.2
Consents
[Subject to the conditions set out below, in connection with a Non-exempt
Offer (as defined below) of Notes, the Issuer consents to the use of the
Base Prospectus by Goldman Sachs International [and by:
(1)
[[],[] and [] (the "Initial Authorised Offeror[s]";]
(2)
[if the Issuer appoints additional financial intermediaries after the
date of the Final Terms dated [] and publishes details in relation
to them on its website (www.[].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 Directive 2014/65/EU;]
each an "Authorised Offeror" and together the "Authorised Offerors").
The consent of the Issuer is subject to the following conditions:
(i)
the consent is only valid during the period from [] until [] (the
"Offer Period"); [and]
(ii)
the consent only extends to the use of the Base Prospectus to
make Nonexempt Offers (as defined below) of the tranche of Notes
in [Austria / Belgium / Bulgaria / the Czech Republic / Denmark /
Finland / France / Germany / Hungary / Ireland / Italy / Luxembourg
/ The Netherlands / Norway / Poland / Portugal / Slovakia / Spain /
Sweden [and] the United Kingdom.]
[(iii)
the consent is subject to the further fol owing conditions: [].]
A "Non-exempt Offer" of Notes is an offer of Notes 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
notes from an Authorised Offeror will do so, and offers and sales of
notes to an Investor by an Authorised Offeror will be made, in
6
LONDON:583873.5

Section A--Introduction and warnings
Element Disclosure requirement
Disclosure
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 (other than
Goldman Sachs International) in connection with the offer or sale of
the notes 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 notes.]

Section B--Issuer
Element Disclosure requirement
Disclosure
B.1
Legal and commercial name
The Goldman Sachs Group, Inc. (the "Issuer")
B.2
Domicile,
legal
form, The Goldman Sachs Group, Inc. is a Delaware corporation organized and
legislation and country of existing under the Delaware General Corporation Law. The registered
incorporation
office of the Issuer is 200 West Street, New York, New York 10282, United
States.
B.4b
A description of any known The Issuer's prospects for the remainder of this financial year wil be
trends affecting the issuer affected, potentially adversely, by developments in global, regional and
and the industries in which it national economies, including in the U.S., movements and activity levels, in
operates
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 States
and other countries where the Issuer does business.
B.5
Group description
The Goldman Sachs Group, Inc. is a bank holding company and a financial
holding company regulated by the Board of Governors of the Federal
Reserve System (Federal Reserve Board). The Issuer's U.S. depository
institution subsidiary, Goldman Sachs Bank USA (GS Bank USA), is a New
York State-chartered bank. The Goldman Sachs Group, Inc. is the parent
holding company of the Goldman Sachs Group (the "Group").

As of December 2017, the Group had offices in over 30 countries and 48%
of its total staff was based outside the Americas. The Group's clients are
located worldwide and the Group is an active participant in financial
markets around the world. In 2017, the Issuer generated 39% of its net
revenues outside the Americas.

The Issuer reports its activities in four business segments: Investment
Banking, Institutional Client Services, Investing & Lending and Investment
Management.
B.9
Profit forecast or estimate
Not applicable; the Issuer has not made any profit forecast or estimate in
this Base Prospectus.
B.10
Audit report qualifications
Not applicable; there are no qualifications in the audit report of the Issuer
contained in the Base Prospectus.
B.12
Key financial information
Selected historical consolidated financial information relating to The
Goldman Sachs Group, Inc. which summarizes the consolidated financial
position of The Goldman Sachs Group, Inc. as of and for the years ended
7
LONDON:583873.5

Section B--Issuer
Element Disclosure requirement
Disclosure
31-12-2017 and 31-12-2016 is set out in the following tables:

Income statement information
For the year ended 31-12-
(in millions of USD)
2017
2016
Total non-interest revenues ................................
29,141
28,021
Net revenues, including net interest
32,073
30,608
income ................................................................
Pre-tax earnings/(loss) ................................
11,132
10,304

Balance sheet information
As of 31-12
(in millions of USD)
2017
2016
Total assets ................................................................916,776
860,165
Total liabilities ................................................................
834,533
773,272
Total shareholders' equity ................................
82,243
86,893

No material adverse change There has been no material adverse change in the prospects of The
statement
Goldman Sachs Group, Inc. since 31-12-2017.

Significant change statement Not applicable; there has been no significant change in the financial or
trading position of The Goldman Sachs Group, Inc. subsequent to 31-12-
2017.

In the foregoing statements required by the Prospectus Regulation, references to the "prospects" and
"financial or trading position" of the Issuer, are specifical y to the ability of the Issuer to meet its ful
payment obligations under the notes in a timely manner.
B.13
Events impacting the Issuer's Not Applicable; there have been no recent events particular to the Issuer
Solvency
which are to a material extent relevant to the evaluation of the Issuer's
solvency.
B.14
Dependence
upon
other See Element B.5.
Group entities
The Issuer is a holding company and, therefore, depends on dividends,
distributions and other payments from its subsidiaries to fund dividend
payments and to fund all payments on its obligations, including debt
obligations.
B.15
Principal activities
The Goldman Sachs Group's activities are conducted in the following
segments:

(1) Investment Banking:

Financial Advisory, which includes strategic advisory assignments
with respect to mergers and acquisitions, divestitures, corporate
defense activities, restructurings and spin-offs, risk management,
and derivative transactions directly related to these client advisory
assignments; and

Underwriting, which includes public offerings and private
placements, including local and cross-border transactions and
acquisition finance, of a wide range of securities, loans and other
financial instruments, and derivative transactions directly related
to these client underwriting activities.

(2) Institutional Client Services:

Fixed Income, Currency and Commodities, which includes client
execution activities related to making markets in both cash and
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LONDON:583873.5

Section B--Issuer
Element Disclosure requirement
Disclosure
derivative instruments for interest rate products, credit products,
mortgages, currencies and commodities; and

Equities, which includes client execution activities related to
making markets in equity products and commissions and fees
from executing and clearing institutional client transactions on
major stock, options and futures exchanges worldwide, as well as
over-the-counter transactions. Equities also includes our
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

(3) Investing & Lending, which includes the Goldman Sachs Group's
investing activities and the origination of loans, including our
relationship lending activities, to provide financing to clients. These
investments, some of which are consolidated, and loans are typically
longer-term in nature. The Goldman Sachs Group makes investments,
some of which are consolidated, directly through its merchant banking
business and special situations group, and indirectly through funds that
it manages, in debt securities and loans, public and private equity
securities, infrastructure and real estate entities. We also make
unsecured loans to individuals through our digital platform.

(4) 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.
B.16
Ownership
and Not applicable; the Issuer is a publicly-held company listed on the New
control of the Issuer
York Stock Exchange and not directly or indirectly owned or controlled by
any shareholders or affiliated group of shareholders.
B.17
Credit ratings
The fol owing table sets forth the Issuer's unsecured credit ratings as of 18-
04-2018. A rating is not a recommendation to buy, sell or hold any of the
notes. Any or all of these ratings are subject to revision or withdrawal at
any time by the assigning rating organization. Each rating should be
evaluated independently of any other rating:

Short-Term
Long-Term
Subordinated
Preferred

Debt
Debt
Debt
Stock

Dominion Bond Rating Service Limited ................................
R-1 (middle)
A (high)
A
BBB (high)

Fitch, Inc. ................................................................
F1
A
A
BB+

Moody's Investors Service ................................ P-2
A3
Baa2
Ba1

Standard & Poor's ................................................................
A-2
BBB+
BBB-
BB

Rating and Investment Information, Inc. ................................
a-1
A
A-
N/A

[If the notes are rated: The notes have received the following credit ratings: [insert credit ratings]] [If the
notes are not rated: No credit rating has been given to the notes.]

9
LONDON:583873.5

Section C--Securities
Element Disclosure requirement
Disclosure
C.1
Description of Notes/ISIN
The notes are [[specify currency][]] [[specify fixed interest rate of notes being
issued] [per cent.] [Fixed Rate [(Zero Coupon)] [(Discount)]] [/] [Floating Rate]
[/] [Indexed (Range Accrual)] [Indexed (Steepener/Flattener)] [Indexed (Asian
[Absolute] Performance)] [Indexed (Digital)] [Indexed (Outperformance)]
[Indexed (Participation)] notes due [].
The ISIN of the notes is [specify ISIN].
The common code of the notes is [specify common code].
The valoren number of notes is [specify valoren number, if applicable].
The WKN of the notes is [specify WKN, if applicable].
C.2
Currency of the securities The currency of the notes is [specify currency of notes being issued].
issue
C.5
Restrictions on the free Not applicable. There are no restrictions on the free transferability of the
transferability
of
the notes. Sales and resales of the notes may be subject to restrictions arising
securities
under the laws of various jurisdictions.
C.8
Rights attached to the Rights
notes, including ranking
and limitations on those The notes will be issued pursuant to a document called a fiscal agency
rights
agreement. The fiscal agency agreement is a contract between The Goldman
Sachs Group, Inc. and The Bank of New York Mellon, which acts as fiscal
agent. The fiscal agent performs certain administrative duties for the Issuer.
The fiscal agent does not act as an indenture trustee on your behalf.
Mergers and Similar Transactions
The Issuer will not merge or consolidate with another corporation or corporate
entity, unless certain conditions are met.
[If Fixed rate and payable in U.S. dol ars:
Defeasance and Covenant Defeasance
If there is a change in applicable U.S. federal tax law, the Issuer will be
entitled, in the case of all fixed rate notes payable in U.S. dollars to release
itself from all obligations under the notes, subject to certain conditions.
Moreover the Issuer will be entitled, in the case of all fixed rate notes payable
in U.S. dollars, to release itself from any restrictive covenants relating to the
notes, subject to similar conditions as those referred to above.]
Adjustment upon Change in Law
If there is a change in applicable law that results in a material increase in the
cost to the Issuer or its affiliates of performing the Issuer's obligations on the
notes and/or maintaining any related hedge positions, the calculation agent
will determine the appropriate adjustment, if any, to be made to any one or
more of the terms of the notes as the calculation agent determines
appropriate to account for the change in law.
Events of Default
The terms of the notes contain the following events of default:
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