Obligation Goldman Sachs 3.5% ( XS1970491384 ) en USD

Goldman Sachs

100 % ⇌

Etats-unis

XS1970491384 ( en USD )

3.5% par an ( paiement semestriel )

26/04/2021 - Obligation échue

Prospectus brochure de l'obligation Goldman Sachs XS1970491384 en USD 3.5%, échue

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 émise par Goldman Sachs ( Etats-unis ) , en USD, avec le code ISIN XS1970491384, paye un coupon de 3.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 26/04/2021

The Goldman Sachs Group, Inc.
Euro Medium-Term Notes, Series H
________________
TERMS OF SALE
References to the notes refer to the Series H 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 pricing supplement
relating to that note.

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

may be amortized or subject to a sinking fund

fixed or floating interest rate, or issued with original

may be convertible, exercisable or exchangeable, at
issue discount
our option or the holder's option, into or for securities
of one or more issuers other than The Goldman Sachs

amount of principal or interest may be determined by
Group, Inc.
reference to one or more underlying indices,
securities, currencies or other rates, measures or

may be denominated in U.S. dollars or in other
instruments
currencies, currency units or composite currencies and
payable in the denominated or other currencies

may be subject to redemption at the option of The
Goldman Sachs Group, Inc. or repayment at the option

settlement in immediately available funds
of the holder
The notes will not be secured by any of our 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 pricing supplement.
The Goldman Sachs Group, Inc. may offer and sell these notes to or through one or more underwriters, dealers and agents,
including Goldman Sachs International, or directly to purchasers, on a continuous or delayed basis.
This offering circular constitutes a prospectus for the purposes of Part IV of Luxembourg Law dated July 10, 2005 on Prospectuses
for Securities, as amended. It may be used only for the purposes for which it has been published. This offering circular is dated June
4, 2019 and supersedes and replaces the offering circular dated June 5, 2018. This offering circular may not be used for the
purpose of listing the notes on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF Market after
June 4, 2020.
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 offering circular. This offering circular is not for use in, and may not be delivered to or
inside, the United States.
For a description of certain other restrictions on offers, sales and deliveries of the notes and the distribution of offering material in
certain jurisdictions, see "Plan of Distribution" and the applicable pricing supplement.
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 offering circular 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 offering circular 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 offering circular is being used in a market-making transaction.
If the notes are stated in the applicable pricing supplement 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.
Application has been made to the Luxembourg Stock Exchange for notes issued under the Series H euro medium-term notes
program to be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Luxembourg Stock
Exchange's Euro MTF market (the "Euro MTF"). The Euro MTF is not a regulated market for the purposes of Directive 2004/39/EC.
The relevant Pricing Supplement will specify whether the applicable notes are to be listed or will be unlisted. The Goldman Sachs
Group, Inc. is under no obligation to maintain the listing of any notes that are listed. See "Listing and General Information".
See "Risk Factors" beginning on p. 11 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
________________
Offering Circular, dated June 4, 2019

Unless the context otherwise requires, references in this offering circular to "The Goldman
Sachs Group, Inc.", "we", "our" and "us" mean only The Goldman Sachs Group, Inc. and do not
include its consolidated subsidiaries. References to "Goldman Sachs" and the "Goldman Sachs
Group" refer to The Goldman Sachs Group, Inc. together with its consolidated subsidiaries. Also,
when we refer to "holders" we mean those who own notes registered in their own names, on the
books that we or our agents maintain for this purpose; "holders" does not refer to those who own
beneficial interests in notes registered in street name or in notes issued in global -- i.e., book-
entry -- form through Euroclear SA/NV, Clearstream Banking, société anonyme, or another
depositary. Prospective owners of beneficial interests in the notes issued in global form should
read the section entitled "Description of the Program -- Form, Exchange, Registration and
Transfer" below.
We have not authorized anyone to provide any information or to make any representations
other than those contained or incorporated by reference in this offering circular. Neither this
offering circular nor any pricing supplement 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 offering circular, any
pricing supplement 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.
________________
Responsibility Statement
The Goldman Sachs Group, Inc. accepts responsibility for the information contained in this
offering circular. 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 offering circular is in accordance with the facts and contains no omission likely to affect the
import of such information. Where information contained in this offering circular has been
sourced from a third party, such information has been accurately reproduced and so far as The
Goldman Sachs Group, Inc. is aware and is able to ascertain from information published by that
third party, no facts have been omitted which would render the reproduced information inaccurate
or misleading.
________________
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
that is considering purchasing the notes with the assets of the insurance company or the assets
of the plan, should consult with its counsel regarding whether the purchase or holding of the
notes could become a "prohibited transaction" under ERISA, the Code or any substantially similar
prohibition in light of the representations a purchaser or holder in any of the above categories is
deemed to make by purchasing and holding the notes. This is discussed in more detail under
"Employee Retirement Income Security Act" below.
________________
IMPORTANT PROHIBITION OF SALES TO EEA RETAIL INVESTORS
If the pricing supplement 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
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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 (EU) 2016/97 (as amended,
the "Insurance Distribution Directive"), where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in
the Prospectus Directive. Consequently no key information document required by Regulation (EU)
No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the notes or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering or
selling the notes or otherwise making them available to any retail investor in the EEA may be
unlawful under the PRIIPs Regulation.
Notwithstanding the foregoing paragraph, if the pricing supplement 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.

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TABLE OF CONTENTS
Summary of the Offering Circular ................................................................................................................. 5
Risk Factors ................................................................................................................................................ 11
Documents Incorporated by Reference ...................................................................................................... 29
Introduction.................................................................................................................................................. 30
Use of Proceeds .......................................................................................................................................... 30
Description of the Program ......................................................................................................................... 31
United States Taxation ................................................................................................................................ 82
Plan of Distribution ...................................................................................................................................... 86
Employee Retirement Income Security Act .............................................................................................. 109
Listing and General Information ................................................................................................................ 109
Forms of Pricing Supplement .................................................................................................................. S1-1
________________
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SUMMARY OF THE OFFERING CIRCULAR
The following is a summary of the offering circular and the Series H euro medium-term notes program
of The Goldman Sachs Group, Inc. and should be read as an introduction to, and in conjunction with, the
remainder of the offering circular, including any documents incorporated by reference therein, and the
applicable pricing supplement, and you should base your investment decision on a consideration of the
offering circular, including any documents incorporated by reference therein, and the applicable pricing
supplement as a whole. No civil liability attaches to us in respect of this summary, including any
translation thereof, unless it is misleading, inaccurate or inconsistent when read together with the
remainder of the offering circular, including any documents incorporated by reference therein, and the
applicable pricing supplement.
The summary is qualified in its entirety by the remainder of this offering circular, including any
documents incorporated by reference therein, and the applicable pricing supplement. If there are any
differences between your pricing supplement and this offering circular, your pricing supplement will
control with regard to your note.
Issuer
The Goldman Sachs Group, Inc.
Description of issuer
The Goldman Sachs Group, Inc. is a leading global investment
banking, securities and investment management firm that provides a
wide range of financial services to a substantial and diversified client
base that includes corporations, financial institutions, governments and
individuals. Founded in 1869, the firm is headquartered in New York
and maintains offices in all major financial centers around the world.
We filed our original certificate of incorporation with the Secretary of
State of the State of Delaware on July 21, 1998. Our headquarters are
located at 200 West Street, New York, NY 10282, U.S.A., telephone +1
(212) 902-1000. 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 (the "Federal Reserve
Board"). Its U.S. depository institution subsidiary, Goldman Sachs 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 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
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cash and 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 its lending
activities, to provide financing to clients. These investments, some
of which are consolidated, and loans are typical y 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. The
Goldman Sachs Group also makes unsecured loans 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.
Dealers
We may offer and sell the notes to or through one or more dealers or
directly to purchasers on a continuous or delayed basis.

Dealers include Goldman Sachs International and any other dealers we
may, from time to time, appoint.
Fiscal agent
The Bank of New York Mellon.
Paying agent
We have initial y appointed as paying agent The Bank of New York
Mellon. We may at any time terminate the appointment of any paying
agent and appoint additional or other paying agents.
Calculation agent
We have initially appointed Goldman Sachs International as calculation
agent. We may at any time, without your consent and without notifying
you, terminate the appointment of any calculation agent and appoint
additional calculation agents.
Use of proceeds
We intend to use the net proceeds from the sale of the notes to provide
additional funds for our operations and for other general corporate
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purposes.
Issuance in series
Each of the Series H euro medium-term notes constitute a single,
distinct series of notes. We may from time to time issue additional
series, which may have different terms.
Currencies
Notes will be denominated in U.S. dol ars or other currencies, as
specified in the applicable pricing supplement.
Form of notes
We wil issue notes as global notes in registered form. If it is stated in
the applicable pricing supplement that the notes are to be issued under
NSS, the notes wil be registered in the name of a nominee for a
common safekeeper for Euroclear and Clearstream, Luxembourg, and
we wil deliver these notes to a common safekeeper for Euroclear and
Clearstream, Luxembourg, which is necessary for notes to be to be
eligible col ateral for Eurosystem monetary policy, but does not
necessarily mean that the notes will then be recognised as eligible
collateral for Eurosystem monetary policy and intra-day credit
operations by the Eurosystem at any time during their life.
Global notes in registered form which are not issued under NSS will be
deposited with, and registered in the name of a nominee of, a common
depositary for Euroclear and Clearstream, Luxembourg or other
clearing system as specified in the applicable pricing supplement.
Types of notes
We may issue fixed rate notes, floating rate notes and indexed notes,
including combinations thereof. A note may provide for either cash
settlement or physical settlement. Some notes may be convertible,
exercisable or exchangeable into or for securities of an issuer other
than The Goldman Sachs Group, Inc.
Stated Maturity
In general, notes wil have a stated maturity of up to 40 years from the
date of issue.
Interest-bearing notes
Notes may bear interest at a fixed or floating rate. Fixed rate notes
include zero coupon notes, and other discount securities, which are
issued at a price lower than the face amount.

Floating rate notes bear interest at rates based on one or more of the
base rates specified in the offering circular or the applicable pricing
supplement.

A base rate may be adjusted by adding or subtracting a specified
number of basis points or multiplying it by a specified percentage and
may be subject to a minimum rate or a maximum rate, as specified in
the applicable pricing supplement.
Indexed notes
Notes may provide that amounts payable on the notes will be
determined by reference to one or more indices, to securities of one or
more issuers, currencies, one or more credit events, or any other
financial, economic or other measure or instrument.
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Sinking fund
Unless otherwise indicated in the applicable pricing supplement, the
notes will not be entitled to the benefit of a sinking fund.
Redemption at our option
Unless otherwise specified in the applicable pricing supplement, we wil
not be entitled to redeem the notes before maturity, provided that we
may be able to redeem the notes in the event of certain developments
involving changes in law, as described below, and, if the applicable
pricing supplement provide for the gross-up of any payments due on
the notes, we may redeem the notes in the event of changes involving
U.S. withholding taxes.
Repayment at your option
You wil not be entitled to require us to buy your note from you before
maturity, unless otherwise specified in the applicable pricing
supplement.
Payment of additional
Unless otherwise specified in the applicable pricing supplement, we wil
amounts
make all payments on the notes without deducting U.S. withholding
taxes, unless we are required by law to do so and, if we are required by
law to deduct U.S. withholding taxes, we wil not pay additional
amounts on those payments unless the applicable pricing supplement
provide for the gross-up of any payments due on the notes and only
under certain circumstances as described below under "Description of
the Program -- Payment of Additional Amounts."
Adjustment or redemption
If the calculation agent determines that, as a result of a change in law
upon change in law
(including a change in interpretation by a relevant authority) (i) the
performance by us or our affiliates under the notes and/or any related
hedge positions has become unlawful or impractical in whole or in part
for any reason or (ii) the performance under the notes will result in
materially increased costs to us and/or any of our affiliates, then the
calculation agent may determine an 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 or, unless the
applicable pricing supplement specifies otherwise, we may redeem, as
a whole but not in part, any outstanding issuance of notes. We may
also take such action if the calculation agent determines that the
performance by one of our affiliates under the notes and/or any related
hedge positions, assuming such affiliate had been the issuer of the
notes or party to any such hedging arrangement, would be unlawful or
impractical.
Mergers and similar
We will not merge or consolidate with another corporation or corporate
transactions
entity, unless certain conditions are met.
Defeasance and covenant
Unless otherwise specified in the applicable pricing supplement, if
defeasance
there is a change in U.S. federal tax law, we will be entitled, in the case
of all fixed rate notes payable in U.S. dollars which do not include the
provisions described below under "Description of the Program --
Payment of Additional Amounts," to release ourselves from all
obligations under the notes, subject to certain conditions.

Moreover, unless otherwise specified in the applicable pricing
supplement, we wil be entitled, in the case of all fixed rate notes
payable in U.S. dollars, to release ourselves from any restrictive
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covenants relating to the notes, subject to similar conditions as those
referred to above.
Events of default and
Unless otherwise specified in the applicable pricing supplement, if an
remedies
event of default occurs and is continuing, with respect to your note you
may, after giving effect to any applicable grace period, by written notice
to us and the fiscal agent, declare the principal of your note to be
immediately due and payable.
Meetings, modification and
The fiscal agency agreement contains provisions for convening
waiver of covenants
meetings of holders to consider matters affecting their interests.
Certain changes require each affected holder's approval, others require
no approval by holders and still others require the approval of
two-thirds of the holders.
Payment mechanics for notes Unless otherwise specified in the applicable pricing supplement, all
payments on notes wil be made in the applicable specified currency,
subject to certain exceptions.

We wil make payments on a global note in accordance with the
applicable policies of the relevant clearing systems which, unless
specified in the applicable pricing supplement wil be Euroclear and
Clearstream, Luxembourg. We will make payments on a note in
registered non-global form by paying interest due on an interest
payment date to the holder at the address shown on the register for
such notes as of the close of business on the regular record date and
all other payments by check or via wire transfer at the corporate trust
office of the fiscal agent and the office of the paying agent, against
surrender of the note.
Governing law
New York.
Listing and admission to
Application has been made to the Luxembourg Stock Exchange for
trading
notes issued under the Series H euro medium-term notes program to
be listed on the Official List of the Luxembourg Stock Exchange and
admitted to trading on the Euro MTF. The Euro MTF is not a regulated
market for the purposes of Directive 2004/39/EC. The notes may also
be listed on any other stock exchange or may be unlisted. The relevant
Pricing Supplement wil specify whether the applicable notes are to be
listed or will be unlisted. The Goldman Sachs Group, Inc. is under no
obligation to maintain the listing of any notes that are listed.
Clearing systems
Unless otherwise specified in the applicable pricing supplement,
Euroclear and Clearstream, Luxembourg.
Market-making
This offering circular may be used by Goldman Sachs International in
connection with offers and sales of the notes in market-making
transactions.
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Status of notes under the U.S. The notes are not, and wil not be, registered under the U.S. Securities
securities laws
Act of 1933 and may not be offered or sold within the United States or
to, or for the account or benefit of, U.S. persons except in transactions
exempt from the registration requirements.
Selling restrictions
For a description of certain restrictions on offers, sales and deliveries of
the notes and the distribution of offering material in certain jurisdictions,
see "Plan of Distribution" and the applicable pricing supplement.
Risk factors
We face a variety of risks, including market, credit, liquidity,
operational, legal and regulatory risks. In addition, the notes are
subject to a number of risks, including those related to credit market
conditions, interest rate levels, our credit rating, global market
conditions, certain tax-related risks as well as the risk that the notes
may not have an active trading market. Indexed notes and notes
denominated or payable in or linked to foreign currencies are subject to
additional risks, including that you may lose all or a portion of the
principal invested and may receive no interest, the volatility of the
indices or currencies, and that we may engage in business activities
that are adverse to your interests.

For more information see "Risk Factors" on page 11 and the applicable
pricing supplement. You should understand these risks before making
any investment decision.

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