Obligation Goldman Sachs 0% ( XS1458408306 ) en EUR

Goldman Sachs

100 % ▼

Etas-Unis

XS1458408306 ( en EUR )

27/07/2021 - Obligation échue

Prospectus brochure de l'obligation Goldman Sachs XS1458408306 en EUR 0%, échue

1 000 EUR

2 000 000 000 EUR

Goldman Sachs est une banque d'investissement multinationale américaine offrant des services financiers tels que la banque d'investissement, la gestion d'actifs, la gestion de patrimoine et la vente et négociation de titres.

L'obligation Goldman Sachs (XS1458408306), émise aux États-Unis en EUR pour un montant total de 2 000 000 000, avec un coupon de 0%, une taille minimale d'achat de 1 000 et une maturité le 27/07/2021, a été remboursée à son échéance à 100%.

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
currency units or composite currencies and payable in the
with original issue discount
denominated or other currencies

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

denominations of at least 1,000 or U.S.$2,000 or, if
determined by reference to one or more underlying rates,
denominated in other currencies, denominations of at least
measures or instruments
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 Surveillance du Secteur Financier (the "CSSF"), which is the competent Luxembourg
authority under the Prospectus Directive for approving this European base prospectus (the "European base prospectus"). By approving this
European 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 (the "2010 PD Amending Directive"), to the extent implemented in the Relevant
Member State) and any relevant implementing measure in each Relevant Member State. The Goldman Sachs Group, Inc. is under no
obligation to maintain the listing of any notes that are listed. See "Listing and General Information" below.
This European base prospectus constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus Directive. The European Base
Prospectus should be read together with any supplements thereto, all documents incorporated by reference therein and the applicable final
terms.
Subject to certain exceptions, the notes may not be offered, sold or delivered, directly or indirectly, in the United States of America or to U.S.
persons. See "Plan of Distribution". The notes have not been and will not be registered under the United States Securities Act of 1933,
as amended, or under the securities or blue sky laws of any state. Neither the U.S. Securities and Exchange Commission nor any
other regulatory body has approved or disapproved of the notes or passed upon the accuracy or inaccuracy of this European base
prospectus. This European base prospectus is not for use in, and may not be delivered to or inside, the United States.
The notes we may issue are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other
governmental agency, nor are they obligations of, or guaranteed by, a bank.
The Goldman Sachs Group, Inc. may use this European base prospectus in the initial sale of any note. In addition, Goldman Sachs
International or any other affiliate of The Goldman Sachs Group, Inc. may use this European base prospectus in a market-making transaction in
any note after its initial sale. Unless The Goldman Sachs Group, Inc. or its agent informs the purchaser otherwise in the confirmation of
sale, this European base prospectus is being used in a market-making transaction.
If the notes are stated in the applicable final terms to be issued under the new safekeeping structure ("NSS"), then we will deliver these notes to
a common safekeeper for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg").
Global notes which are not issued under NSS will be deposited with a common depositary for Euroclear and Clearstream, Luxembourg.
See "Risk Factors" beginning on p. 33 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
________________

LONDON:531695.3

European Base Prospectus, dated April 21, 2016
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LONDON:531695.3

Unless the context otherwise requires, references in this European 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 European base prospectus.
Neither this European base prospectus nor any final terms constitutes an offer to sell or the
solicitation of an offer to buy any securities in any jurisdiction where, or to any person to whom, it
is unlawful to make such offer or solicitation in that jurisdiction. Neither the delivery of this
European base prospectus, any final terms nor any sale made pursuant to those documents,
shall, under any circumstances, create any implication that there has been no change in the
affairs of The Goldman Sachs Group, Inc. since the date of the document or that the information
contained within the documents is correct as of any time subsequent to its date.
The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of
the Markets in Financial Instruments Directive (Directive 2004/39/EC).
The credit ratings of The Goldman Sachs Group, Inc. referred to in the European Base
Prospectus have been issued by DBRS, Inc., Fitch, Inc., Moody's Investors Service and Standard
& Poor's Ratings Services, each of which is established in the United States (together, the "US
CRAs").
In general, European regulated investors are restricted from using a rating for regulatory
purposes if such rating is not either (1) issued or validly endorsed by a credit rating agency
established in the European Union (an "EU CRA") and registered with the European Securities
and Markets Authority ("ESMA") under Regulation (EU) No. 1060/2009, amended by Regulation
(EU) No 513/2011 (as amended, the "CRA Regulation") or (2) issued by a credit rating agency
established outside the European Union which is certified under the CRA Regulation.
The EU affiliates of DBRS, Inc., Fitch, Inc., Moody's Investors Service, Standard & Poor's
Ratings
Services
are
registered
EU
CRAs
on
the
official
list,
available
at
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs. The ESMA has approved the
endorsement by such EU affiliates of credit ratings issued by the corresponding US CRAs.
Accordingly, credit ratings issued by the US CRAs may be used for regulatory purposes in the EU.
In addition to the US CRAs mentioned, Rating and Investment Information, Inc. ("R&I") has issued
a credit rating. This rating is incorporated in the European Base Prospectus for information
purposes only. R&I is incorporated in a third country but has not applied for the registration under
the CRA Regulation.
________________
Responsibility Statement
The Goldman Sachs Group, Inc. accepts responsibility for the information contained in this
European base prospectus. To the best of the knowledge and belief of The Goldman Sachs Group,
Inc. (which has taken all reasonable care to ensure that such is the case), the information
contained in this European base prospectus is in accordance with the facts and contains no
omission likely to affect the import of such information. Where information contained in this
European base prospectus has been sourced from a third party, such information has been
accurately reproduced and so far as The Goldman Sachs Group, Inc. is aware and is able to
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LONDON:531695.3

ascertain from information published by that third party, no facts have been omitted which would
render the reproduced information inaccurate or misleading.
________________
In relation to notes listed on the Official List of the Luxembourg Stock Exchange, this
European base prospectus is valid for a period of twelve months 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 European base prospectus would be inaccurate or misleading, The Goldman
Sachs Group, Inc. will prepare and make available a supplement to this European base
prospectus or a further European base prospectus for any subsequent issue of notes to be listed
on the Official List of the Luxembourg Stock Exchange.
________________
In 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 European base prospectus all of the necessary information except for
information which is not known at the date of this European 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 European 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 European base 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 European base prospectus and must be read in
conjunction with this European 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 of the Luxembourg Stock Exchange, the aggregate principal amount of
notes allotted does not exceed 105 per cent of the aggregate principal amount of the relevant
tranche) or effect transactions with a view to supporting the market price of the notes at a level
higher than that which might otherwise prevail. However, there is no assurance that Goldman
Sachs International (or persons acting on its behalf) will undertake stabilization action. Any
stabilization action may begin on or after the date on which adequate public disclosure of the final
terms of the offer of the relevant tranche of notes is made and, if begun, may be ended at any
time, but it must end no later than the earlier of 30 days after the issue date of the relevant tranche
of notes and 60 days after the date of the allotment of the relevant tranche of notes. Any
stabilization action or over-allotment must be conducted by Goldman Sachs International (or
persons acting on its behalf) in accordance with all applicable laws and rules.
________________
Any insurance company or fiduciary of a pension plan or other employee benefit plan that is
subject to the prohibited transactions rules of the Employee Retirement Income Security Act of
1974, as amended, or the Internal Revenue Code of 1986, as amended, including an IRA or a
Keogh plan (or a governmental plan to which similar prohibitions apply), and that is considering
purchasing the notes with the assets of the insurance company or the assets of the plan, should
consult with its counsel regarding whether the purchase or holding of the notes could become a
"prohibited transaction" under ERISA, the Internal Revenue Code or any substantially similar
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LONDON:531695.3

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.
Consent to use this Base Prospectus: If so specified in the Final Terms in respect of any particular
issuance of notes, the Issuer consents to the use of this Base Prospectus in connection with the making
of an offer of the notes to the public requiring the prior publication of a prospectus under the Prospectus
Directive (a "Non-exempt Offer") (i) by the financial intermediary/ies (each, an "Authorised Offeror"), (ii)
during the offer period and (iii) subject to the relevant conditions, in each case as specified in the relevant
Final Terms.
The consent shall be valid in relation to the Grand Duchy of Luxembourg and such of Austria,
Belgium, Bulgaria, the Czech Republic, Denmark, Finland, France, Greece, Germany, Hungary, Ireland,
Italy, The Netherlands, Norway, Poland, Portugal, Slovakia, Spain, Sweden and the United Kingdom as is
specified in the relevant Final Terms and each other Member State the competent authority of which has
been provided with a Certificate of Approval by the Competent Authority in relation to this Base
Prospectus under Article 18 of the Prospectus Directive, provided that it shall be a condition of such
consent that the Base Prospectus may only be used by the relevant Authorized Offeror(s) to make
offerings of the relevant notes in the jurisdiction(s) in which the Non-exempt Offer is to take place, as
specified in the relevant Final Terms.
The Issuer may (i) give consent to one or more additional Authorized Offerors after the date of the
relevant Final Terms, (ii) discontinue or change the offer period, and/or (iii) remove or add conditions and,
if it does so, such information in relation to the relevant notes will be published by way of notice which will
be available on the Luxembourg Stock Exchange website (www.bourse.lu). The consent relates only to
offer periods occurring within twelve months from the approval date of this Base Prospectus.
Any Authorised Offeror who wishes to use this European base prospectus in connection with
a Non-exempt Offer is required, for the duration of the relevant offer period, to publish on its
website that it is relying on this European base prospectus for such Non-exempt Offer with the
consent of the Issuer.
All references in this document to "ISDA" refer to the 2006 ISDA Definitions, as published by the
International Swaps and Derivatives Association, Inc. and as amended and updated as at the date of this
base prospectus. Investors should consult the Issuer in case they require a copy of the 2006 ISDA
Definitions.
The Issuer accepts responsibility for the content of this Base Prospectus in relation to any person (an
"Investor") purchasing notes pursuant to a Non-exempt Offer where the offer to the Investor is made (i) by
an Authorized Offeror (or the Issuer or Goldman Sachs International), (ii) in a Member State for which the
Issuer has given its consent, (iii) during the offer period for which the consent is given and (iv) in
compliance with the other conditions attached to the giving of the consent, all as set forth in the relevant
Final Terms. However, neither the Issuer nor Goldman Sachs International has any responsibility for any
of the actions of any Authorized Offeror, including compliance by an Authorized Offeror with applicable
conduct of business rules or other local regulatory requirements or other notes law requirements in
relation to such offer.
Other than in accordance with the terms set out in the paragraph above, the Issuer has not
authorized (and nor has Goldman Sachs International) the making of any Non-exempt Offers of the notes
or the use of this Base Prospectus by any person. No financial intermediary or any other person is
permitted to use this Base Prospectus in connection with any offer of the notes in any other
circumstances. Any such offers are not made on behalf of the Issuer (or Goldman Sachs International)
and neither the Issuer nor Goldman Sachs International has any responsibility or liability to any Investor
purchasing notes pursuant to such offer or for the actions of any person making such offer.
If an Investor intends to purchase notes from an Authorized Offeror, it will do so, and such
offer and sale will be made, in accordance with any terms and other arrangements in place
between such Authorized Offeror and the Investor, including as to price allocations and
settlement arrangements. The Issuer will not be a party to any such arrangements and,
accordingly, this Base Prospectus does not contain such information. The terms and conditions
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LONDON:531695.3

of such offer should be provided to the Investor by that Authorized Offeror at the time such offer
is made. Neither the Issuer nor Goldman Sachs International has any responsibility or liability for
such information.
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TABLE OF CONTENTS
Summary ....................................................................................................................................................... 8
Risk Factors ................................................................................................................................................ 33
Risk Factors in Relation to the Issuer ...................................................................................................... 33
Risk Factors in Relation to the Notes ...................................................................................................... 33
Documents Incorporated by Reference ...................................................................................................... 52
Introduction ................................................................................................................................................. 55
Use of Proceeds .......................................................................................................................................... 55
General Note Conditions ............................................................................................................................. 56
Information About Our Series F Euro Medium-Term Notes Program ..................................................... 56
Features Common to All Notes ............................................................................................................... 58
Interest Rates .......................................................................................................................................... 67
Redemption and Repayment ................................................................................................................... 99
Payment of Additional Amounts ............................................................................................................ 104
Mergers and Similar Transactions ......................................................................................................... 106
Defeasance and Covenant Defeasance ................................................................................................ 107
Events of Default and Remedies ........................................................................................................... 108
Meetings, Modification and Waiver of Covenants ................................................................................. 110
Special Rules for Action by Holders ...................................................................................................... 111
Payment Mechanics for Notes .............................................................................................................. 112
Form, Exchange, Registration and Transfer ......................................................................................... 114
Payment of Stamp and Other Taxes ..................................................................................................... 118
Notices ................................................................................................................................................... 118
Title ........................................................................................................................................................ 118
Replacement of Notes ........................................................................................................................... 118
Plan of Distribution .................................................................................................................................... 119
Selling Restrictions ................................................................................................................................ 119
Market-Making Resales by Affiliates ..................................................................................................... 135
Matters Relating to Initial Offering and Market-Making Resales ........................................................... 135
Employee Retirement Income Security Act .............................................................................................. 135
Listing and General Information ................................................................................................................ 136
Taxation ..................................................................................................................................................... 139
Form of Final Terms (Series F Notes) .................................................................................................... S1-1
________________
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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 all 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 European base
prospectus. Any decision to invest in the notes should be based on a
consideration of the European base prospectus as a whole, including any
documents incorporated by reference. Where a claim relating to the
information contained in the European 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 European 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 European base prospectus or it does not provide, when read
together with the other parts of the European 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 Securities, 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 the Markets in Financial Instruments Directive (Directive
2004/39/EC);]

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 Securities in
[Austria / Belgium / Bulgaria / the Czech Republic / Denmark / Finland
/ France / Germany / Greece / Hungary / Ireland / Italy / Luxembourg /
The Netherlands / Norway / Poland / Portugal / Slovakia / Spain /
Sweden [and] the United Kingdom.]

[(iii) the consent is subject to the further following conditions: [].]

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
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LONDON:531695.3

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 (other than
Goldman Sachs International) 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 notes.]

Section B--Issuer
Element Disclosure requirement
Disclosure
B.1
Legal and commercial name
The Goldman Sachs Group, Inc. (the "Issuer")

B.2
Domicile and legal form
The Goldman Sachs Group, Inc. is a Delaware corporation organized and
existing under the Delaware General Corporation Law. The registered
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 will 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.

As of December 2015, the Goldman Sachs Group had offices in over 30
countries and 48% of its total staff was based outside the Americas (which
includes the countries in North and South America). The Goldman Sachs
Group's clients are located worldwide, and it is an active participant in
financial markets around the world. In 2015, the Issuer generated 44% 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
Not applicable; the Issuer has not made any profit forecast or estimate in
estimate
this Base Prospectus.

B.10
Audit report
Not applicable; there are no qualifications in the audit report of the Issuer
qualifications
contained in the European 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
31-12-2015 and 31-12-2014 is set out in the following tables:

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LONDON:531695.3

Section B--Issuer
Element Disclosure requirement
Disclosure
Income statement information
For the year ended 31-12-
(in millions of USD)
2015
2014

Total non-interest revenues
30,756
30,481
Net revenues, including net interest
33,820
34,528
income
Pre-tax earnings/(loss)
8,778
12,357

Balance sheet information
As of 31-12
(in millions of USD)
2015
2014
Total assets
861,395
855,842
Total liabilities
774,667
773,045
Total shareholders' equity
86,728
82,797

No material adverse change
There has been no material adverse change in the prospects of The
statement
Goldman Sachs Group, Inc. since 31-12-2015.

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
31-12-2015.

In the foregoing statements required by the Prospectus Regulation, references to the "prospects" and
"financial or trading position" of the Issuer, are specifically to the ability of the Issuer to meet its full
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, risk management, restructurings and spin-offs,
and derivative transactions directly related to these client advisory
assignments; and

Underwriting, which includes public offerings and private
placements, including domestic and cross-border transactions, 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 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
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