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Goldman Sachs Reports Second Quarter Earnings Per Common Share

  Goldman Sachs Reports Second Quarter Earnings Per Common Share of $4.93

                Record Quarterly Net Revenues of $13.8 Billion

Business Wire

NEW YORK -- July 14, 2009

The Goldman Sachs Group, Inc. (NYSE: GS) today reported net revenues of
$13.76 billion and net earnings of $3.44 billion for its second quarter ended
June 26, 2009. Diluted earnings per common share were $4.93 compared with
$4.58 for the second quarter ended May 30, 2008 and $3.39 for the first
quarter ended March 27, 2009. Annualized return on average common
shareholders’ equity (ROE) ^(1) was 23.0% for the second quarter of 2009 and
18.3% for the first half of 2009.

Excluding a one-time preferred dividend of $426 million related to the
repurchase of the firm’s TARP preferred stock, diluted earnings per common
share were $5.71 ^(2) for the second quarter of 2009 and annualized ROE was
23.8% ^(2) for the second quarter of 2009 and 19.2% ^(2) for the first half of
2009.

                             Business Highlights

  * Goldman Sachs ranked first in worldwide announced mergers and acquisitions
    for the calendar year-to-date. ^(3)
  * Equity underwriting produced record quarterly net revenues of $736
    million, surpassing the previous record set in the second quarter of 2000.
  * Fixed Income, Currency and Commodities (FICC) generated record quarterly
    net revenues of $6.80 billion, reflecting strength across most businesses,
    including record results in credit products.
  * Equities generated record quarterly net revenues of $3.18 billion,
    reflecting strong results across the client franchise businesses.
  * On June 17, 2009, the firm repurchased the preferred stock that was issued
    to the U.S. Treasury pursuant to its TARP Capital Purchase Program. In
    addition, the firm completed a public offering of common stock for
    proceeds of $5.75 billion during the quarter.
  * Book value per common share increased approximately 8% during the quarter
    to $106.41 and tangible book value per common share ^(4) increased
    approximately 10% during the quarter to $96.94.

                                ______________

“While markets remain fragile and we recognize the challenges the broader
economy faces, our second quarter results reflected the combination of
improving financial market conditions and a deep and diverse client
franchise,” said Lloyd C. Blankfein, Chairman and Chief Executive Officer.
“Our role as an intermediary focused on making markets for buyers and sellers
helped drive our performance. We were also active as an underwriter of many
significant debt and equity offerings for clients.”

                                 Net Revenues

Investment Banking

Net revenues in Investment Banking were $1.44 billion, 15% lower than the
second quarter of 2008 and 75% higher than the first quarter of 2009.

Net revenues in Financial Advisory were $368 million, 54% lower than the
second quarter of 2008, primarily reflecting a significant decline in
industry-wide completed mergers and acquisitions. Net revenues in the firm’s
Underwriting business were $1.07 billion, 21% higher than the second quarter
of 2008, due to significantly higher net revenues in equity underwriting, as
well as higher net revenues in debt underwriting. The increase in equity
underwriting reflected very strong client activity. The increase in debt
underwriting primarily reflected higher net revenues from investment-grade and
municipal activity. The firm’s investment banking transaction backlog
decreased during the quarter. ^(5)

Trading and Principal Investments

Net revenues in Trading and Principal Investments were $10.78 billion, 93%
higher than the second quarter of 2008 and 51% higher than the first quarter
of 2009.

Net revenues in FICC were $6.80 billion, significantly higher than the second
quarter of 2008. These results reflected particularly strong performances in
credit products, interest rate products and currencies, reflecting strength in
the client franchise. In addition, net revenues in both mortgages and
commodities were higher compared with the second quarter of 2008. Results in
mortgages included a loss of approximately $700 million on commercial mortgage
loans. During the quarter, FICC operated in an environment characterized by
strong client-driven activity, particularly in more liquid products, favorable
market opportunities and tighter corporate credit spreads.

Net revenues in Equities were $3.18 billion, 28% higher than the second
quarter of 2008, reflecting significantly higher net revenues in derivatives
and, to a lesser extent, principal strategies. In addition, net revenues in
shares were solid, but essentially unchanged compared with the second quarter
of 2008. Commissions declined compared with the second quarter of 2008. During
the quarter, Equities operated in an environment characterized by solid
client-driven activity, favorable market opportunities, a significant increase
in global equity prices and a decline in volatility levels.

Principal Investments recorded net revenues of $811 million for the second
quarter of 2009. These results included a gain of $948 million related to the
firm’s investment in the ordinary shares of Industrial and Commercial Bank of
China Limited (ICBC), a gain of $343 million from corporate principal
investments and a loss of $499 million from real estate principal investments.

Asset Management and Securities Services

Net revenues in Asset Management and Securities Services were $1.54 billion,
28% lower than the second quarter of 2008 and 6% higher than the first quarter
of 2009.

Asset Management net revenues were $922 million, 21% lower than the second
quarter of 2008, reflecting lower assets under management, principally due to
market depreciation since the end of the second quarter of 2008. During the
second quarter of 2009, assets under management increased $48 billion to
$819 billion ^(6), due to $42 billion of market appreciation, primarily in
equity and fixed income assets, and $6 billion of net inflows.

Securities Services net revenues were $615 million, 38% lower than the second
quarter of 2008. The decrease in net revenues primarily reflected the impact
of lower customer balances compared with the second quarter of 2008.

                                   Expenses

Operating expenses were $8.73 billion, 33% higher than the second quarter of
2008 and 28% higher than the first quarter of 2009.

Compensation and Benefits

Compensation and benefits expenses (including salaries, estimated year-end
discretionary compensation, amortization of equity awards and other items such
as payroll taxes, severance costs and benefits) were $6.65 billion, which was
higher than the second quarter of 2008, primarily due to higher net revenues.
The ratio of compensation and benefits to net revenues was 49.0% for the first
half of 2009. Total staff decreased 1% during the quarter.

Non-Compensation Expenses

Non-compensation expenses, excluding consolidated entities held for investment
purposes ^(7), were $1.80 billion, 8% lower than the second quarter of 2008
and 11% higher than the first quarter of 2009. The decrease compared with the
second quarter of 2008 was attributable to lower brokerage, clearing, exchange
and distribution fees, principally reflecting lower transaction volumes in
Equities. In addition, non-compensation expenses during the second quarter of
2009 were generally lower than the second quarter of 2008 principally due to
the impact of reduced staff levels and the effect of expense reduction
initiatives. These decreases were partially offset by the impact of higher
FDIC fees on bank deposits, including the impact of a special assessment of
approximately $50 million, and net provisions for litigation and regulatory
proceedings of $25 million. The increase in non-compensation expenses related
to consolidated entities held for investment purposes reflected real estate
impairment charges of approximately $170 million during the second quarter of
2009. Including consolidated investment entities held for investment purposes,
non-compensation expenses were $2.08 billion, essentially unchanged from the
second quarter of 2008 and the first quarter of 2009.

Provision for Taxes

The effective income tax rate for the first half of 2009 was 31.5%, up
slightly from 31.0% for the first quarter of 2009.

                                   Capital

As of June 26, 2009, total capital was $254.05 billion, consisting of
$62.81 billion in total shareholders’ equity (common shareholders’ equity of
$55.86 billion and preferred stock of $6.96 billion) and $191.24 billion in
unsecured long-term borrowings. Book value per common share was $106.41 and
tangible book value per common share ^(4) was $96.94, an increase of
approximately 8% and 10%, respectively, during the quarter. Book value and
tangible book value per common share are based on common shares outstanding,
including restricted stock units granted to employees with no future service
requirements, of 524.9 million at period end.

During the quarter, The Goldman Sachs Group, Inc. (Group Inc.) completed a
public offering of 46.7 million common shares at $123.00 per share for total
proceeds of $5.75 billion.

On June 17, 2009, Group Inc. repurchased from the U.S. Treasury the 10.0
million shares of the firm’s Fixed Rate Cumulative Perpetual Preferred Stock,
Series H, that were issued to the U.S. Treasury pursuant to the U.S.
Treasury’s TARP Capital Purchase Program. The aggregate purchase price paid by
Group Inc. to the U.S. Treasury for the Preferred Stock was $10.04 billion
(including accrued dividends). The repurchase included a one-time preferred
dividend of $426 million, which is included in our results for the second
quarter of 2009.

Under the regulatory capital guidelines currently applicable to bank holding
companies, the firm’s Tier 1 capital ratio under Basel I ^(8) was 13.8% as of
June 26, 2009, up from 13.7% as of March 27, 2009. Under the capital
guidelines applicable to the firm when it was regulated by the SEC as a
Consolidated Supervised Entity, the firm’s Tier 1 capital ratio under
Basel II ^(8) was 16.1% as of June 26, 2009, up from 16.0% as of
March 27, 2009.

                  Other Balance Sheet and Liquidity Metrics

  * Total assets ^(9) were $890 billion as of June 26, 2009, down 4% from
    March 27, 2009.
  * Level 3 assets ^(10) were approximately $54 billion as of June 26, 2009
    (down from $59 billion as of March 27, 2009) and represented 6.1% of total
    assets.
  * Average global core excess ^(11) liquidity was $170.95 billion for the
    second quarter of 2009, up from $163.74 billion for the first quarter of
    2009.

                                  Dividends

The Board of Directors of Group Inc. (the Board) declared a dividend of $0.35
per common share to be paid on September 24, 2009 to common shareholders of
record on August 25, 2009. The Board also declared dividends of $236.98,
$387.50, $252.78 and $252.78 per share of Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock and Series D Preferred Stock,
respectively (represented by depositary shares, each representing a 1/1,000th
interest in a share of preferred stock), to be paid on August 10, 2009 to
preferred shareholders of record on July 26, 2009. In addition, the Board
declared a dividend of $2,500 per share of Series G Preferred Stock to be paid
on August 10, 2009 to preferred shareholders of record on July 26, 2009.

                                ______________

The Goldman Sachs Group, Inc. is a leading global financial services firm
providing investment banking, securities and investment management services to
a substantial and diversified client base that includes corporations,
financial institutions, governments and high-net-worth individuals. Founded in
1869, the firm is headquartered in New York and maintains offices in London,
Frankfurt, Tokyo, Hong Kong and other major financial centers around the
world.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. These statements are not historical facts but instead represent only the
firm’s beliefs regarding future events, many of which, by their nature, are
inherently uncertain and outside of the firm’s control. It is possible that
the firm’s actual results and financial condition may differ, possibly
materially, from the anticipated results and financial condition indicated in
these forward-looking statements. For a discussion of some of the risks and
important factors that could affect the firm’s future results and financial
condition, see “Risk Factors” in Part I, Item 1A of the firm’s Annual Report
on Form 10-K for the fiscal year ended November 28, 2008 and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in
Part II, Item 7 of the firm’s Annual Report on Form 10-K for the fiscal year
ended November 28, 2008.

Certain of the information regarding the firm’s Tier 1 capital ratios,
risk-weighted assets, total assets, level 3 assets and average global core
excess liquidity consist of preliminary estimates; these estimates are
forward-looking statements and are subject to change, possibly materially, as
the firm completes its quarterly financial statements.

Statements about the firm’s investment banking transaction backlog also may
constitute forward-looking statements. Such statements are subject to the risk
that the terms of these transactions may be modified or that they may not be
completed at all; therefore, the net revenues, if any, that the firm actually
earns from these transactions may differ, possibly materially, from those
currently expected. Important factors that could result in a modification of
the terms of a transaction or a transaction not being completed include, in
the case of underwriting transactions, a decline or continued weakness in
general economic conditions, outbreak of hostilities, volatility in the
securities markets generally or an adverse development with respect to the
issuer of the securities and, in the case of financial advisory transactions,
a decline in the securities markets, an inability to obtain adequate
financing, an adverse development with respect to a party to the transaction
or a failure to obtain a required regulatory approval. For a discussion of
other important factors that could adversely affect the firm’s investment
banking transactions, see “Risk Factors” in Part I, Item 1A of the firm’s
Annual Report on Form 10-K for the fiscal year ended November 28, 2008 and
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” in Part II, Item 7 of the firm’s Annual Report on Form 10-K for
the fiscal year ended November 28, 2008.

Conference Call

A conference call to discuss the firm’s results, outlook and related matters
will be held at 11:00 am (ET). The call will be open to the public. Members of
the public who would like to listen to the conference call should dial
1-888-281-7154 (U.S. domestic) or 1-706-679-5627 (international). The number
should be dialed at least 10 minutes prior to the start of the conference
call. The conference call will also be accessible as an audio webcast through
the Investor Relations section of the firm’s web site,
www.gs.com/shareholders. There is no charge to access the call. For those
unable to listen to the live broadcast, a replay will be available on the
firm’s web site or by dialing 1-800-642-1687 (U.S. domestic) or 1-706-645-9291
(international) passcode number 17367491, beginning approximately two hours
after the event. Please direct any questions regarding obtaining access to the
conference call to Goldman Sachs Investor Relations, via e-mail, at
gs-investor-relations@gs.com.

                THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
                             SEGMENT NET REVENUES
                                 (UNAUDITED)
                                $ in millions

                                            
                 Three Months Ended                      % Change From
                  June 26,      March 27,     May 30,    March       May
                                                         27,        30, 
                 2009           2009         2008        2009       2008
Investment
Banking
Financial        $ 368          $ 527        $ 800       (30   )  % (54   )  %
Advisory
                                                                              
Equity             736            48           616       N.M.       19
underwriting
Debt               336            248          269       35         25     
underwriting
Total              1,072          296          885       N.M.       21
Underwriting
                                                                           
Total
Investment         1,440          823          1,685     75         (15   )
Banking
                                                                              
Trading and
Principal
Investments
FICC               6,795          6,557        2,379     4          186
                                                                              
Equities           2,157          1,027        1,253     110        72
trading
Equities           1,021          974          1,234     5          (17   )
commissions
Total Equities     3,178          2,001        2,487     59         28
                                                                              
ICBC               948            (151   )     214       N.M.       N.M.
Other
corporate and
real estate        (156     )     (1,261 )     476       N.M.       N.M.
gains and
losses
Overrides          19             4            35        N.M.       (46   )
Total
Principal          811            (1,408 )     725       N.M.       12
Investments
                                                                           
Total Trading
and Principal      10,784         7,150        5,591     51         93     
Investments
                                                                              
Asset
Management and
Securities
Services
Management and     918            931          1,153     (1    )    (20   )
other fees
Incentive fees     4              18           8         (78   )    (50   )
Total Asset        922            949          1,161     (3    )    (21   )
Management
                                                                              
Securities         615            503          985       22         (38   )
Services
                                                                           
Total Asset
Management and     1,537          1,452        2,146     6          (28   )
Securities
Services
                                                                           
Total net        $   13,761     $ 9,425      $ 9,422     46         46     
revenues
                                                                              
                                                                              
                                             % Change
                 Six Months Ended
                                             From
                 June 26,       May 30,      May 30,
                 2009           2008         2008
Investment
Banking
Financial        $ 895          $ 1,463        (39   ) %
Advisory
                                                                              
Equity             784            788          (1    )
underwriting
Debt               584            606          (4    )
underwriting
Total              1,368          1,394        (2    )
Underwriting
                                                      
Total
Investment         2,263          2,857        (21   )
Banking
                                                                              
Trading and
Principal
Investments
FICC               13,352         5,521        142
                                                                              
Equities           3,184          2,529        26
trading
Equities           1,995          2,472        (19   )
commissions
Total Equities     5,179          5,001        4
                                                                              
ICBC               797            79         N.M.
Other
corporate and
real estate        (1,417   )     66         N.M.
gains and
losses
Overrides          23             48           (52   )
Total
Principal          (597     )     193        N.M.
Investments
                                                      
Total Trading
and Principal      17,934         10,715       67     
Investments
                                                                              
Asset
Management and
Securities
Services
Management and     1,849          2,276        (19   )
other fees
Incentive fees     22             202          (89   )
Total Asset        1,871          2,478        (24   )
Management
                                                                              
Securities         1,118          1,707        (35   )
Services
                                                      
Total Asset
Management and     2,989          4,185        (29   )
Securities
Services
                                                      
Total net        $   23,186     $ 17,757       31     
revenues
                                                                              

                THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF EARNINGS
                                 (UNAUDITED)
            In millions, except per share amounts and total staff

                                                          
                    Three Months Ended                     % Change From
                     June 26,    March 27,     May 30,     March       May
                                                           27,        30, 
                    2009         2009         2008         2009       2008
Revenues
Investment          $ 1,440      $ 823        $ 1,685      75       % (15  ) %
banking
Trading and
principal             9,322        5,706        5,239      63         78
investments
Asset management
and securities        957          989          1,221      (3    )    (22  )
services
Total
non-interest          11,719       7,518        8,145      56         44
revenues
                                                                              
Interest income       3,470        4,362        9,498      (20   )    (63  )
Interest expense      1,428        2,455        8,221      (42   )    (83  )
Net interest          2,042        1,907        1,277      7          60    
income
                                                                              
Net revenues,
including net         13,761       9,425        9,422      46         46    
interest income
                                                                              
Operating
expenses
Compensation and      6,649        4,712        4,522      41         47
benefits
                                                                              
Brokerage,
clearing,             574          536          741        7          (23  )
exchange and
distribution fees
Market                82           68           126        21         (35  )
development
Communications        173          173          192        -          (10  )
and technology
Depreciation and
amortization          426          549          220        (22   )    94
^(12)
Occupancy             242          241          234        -          3
Professional fees     145          135          185        7          (22  )
Other expenses        441          382          370        15         19    
Total
non-compensation      2,083        2,084        2,068      -          1
expenses
                                                                            
Total operating       8,732        6,796        6,590      28         33    
expenses
                                                                              
Pre-tax earnings      5,029        2,629        2,832      91         78
Provision for         1,594        815          745        96         114   
taxes
Net earnings          3,435        1,814        2,087      89         65
                                                                              
Preferred stock       717          155          36         N.M.       N.M.  
dividends
Net earnings
applicable to       $ 2,718      $ 1,659      $ 2,051      64         33    
common
shareholders
                                                                              
                                                                              
Earnings per
common share
Basic ^(13)         $ 5.27       $ 3.48       $ 4.80       51       % 10     %
Diluted               4.93         3.39         4.58       45         8
                                                                              
Average common
shares
outstanding
Basic                 514.1        477.4        427.5      8          20
Diluted               551.0        489.2        447.4      13         23
                                                                              
Selected Data
Total staff at        29,400       29,800       35,000     (1    )    (16  )
period end ^ (14)
                                                                              

                THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF EARNINGS
                                 (UNAUDITED)
                    In millions, except per share amounts

                                                                  
                                                                   % Change
                                         Six Months Ended
                                                                   From
                                         June 26,      May 30,      May 30, 
                                         2009         2008         2008
Revenues
Investment banking                       $ 2,263      $ 2,851      (21    )  %
Trading and principal investments          15,028       10,116     49
Asset management and securities            1,946        2,562      (24    )
services
Total non-interest revenues                19,237       15,529     24
                                                                              
Interest income                            7,832        20,743     (62    )
Interest expense                           3,883        18,515     (79    )
Net interest income                        3,949        2,228      77      
                                                                              
Net revenues, including net interest       23,186       17,757     31      
income
                                                                              
Operating expenses
Compensation and benefits                  11,361       8,523      33
                                                                              
Brokerage, clearing, exchange and          1,110        1,531      (27    )
distribution fees
Market development                         150          270        (44    )
Communications and technology              346          379        (9     )
Depreciation and amortization ^(12)        975          474        106
Occupancy                                  483          470        3
Professional fees                          280          363        (23    )
Other expenses                             823          772        7       
Total non-compensation expenses            4,167        4,259      (2     )
                                                                           
Total operating expenses                   15,528       12,782     21      
                                                                              
Pre-tax earnings                           7,658        4,975      54
Provision for taxes                        2,409        1,377      75      
Net earnings                               5,249        3,598      46
                                                                              
Preferred stock dividends                  872          80         N.M.    
Net earnings applicable to common        $ 4,377      $ 3,518      24      
shareholders
                                                                              
                                                                              
Earnings per common share
Basic ^(13)                              $ 8.81       $ 8.18       8         %
Diluted                                    8.42         7.81       8
                                                                              
Average common shares outstanding
Basic                                      495.7        430.3      15
Diluted                                    520.1        450.6      15
                                                                              

                          NON-COMPENSATION EXPENSES
                                 (UNAUDITED)
                                $ in millions

                                               
                       Three Months Ended                   % Change From
                        June 26,    March 27,    May 30,    March      May
                                                            27,       30, 
                       2009         2009        2008        2009      2008
                                                                              
Non-compensation
expenses of            $  286       $ 460       $ 123       (38  )  % 133    %
consolidated
investments ^(7)
                                                                              
Non-compensation
expenses excluding
consolidated
investments
Brokerage, clearing,
exchange and              574         536         741       7         (23  )
distribution fees
Market development        80          66          124       21        (35  )
Communications and        171         172         191       (1   )    (10  )
technology
Depreciation and          220         201         184       9         20
amortization ^(12)
Occupancy                 223         208         211       7         6
Professional fees         143         133         181       8         (21  )
Other expenses            386         308         313       25        23    
Subtotal                  1,797       1,624       1,945     11        (8   )
                                                                       
Total
non-compensation       $  2,083     $ 2,084     $ 2,068     -         1     
expenses, as
reported
                                                                              
                                                                              
                                                % Change
                       Six Months Ended      
                                                From
                       June 26,     May 30,     May 30,
                       2009         2008        2008
                                                                              
Non-compensation
expenses of            $  746       $ 248       N.M.      %
consolidated
investments ^(7)
                        
Non-compensation
expenses excluding
consolidated
investments
Brokerage, clearing,
exchange and              1,110       1,531       (27   )
distribution fees
Market development        146         265         (45   )
Communications and        343         377         (9    )
technology
Depreciation and          421         413         2
amortization ^(12)
Occupancy                 431         428         1
Professional fees         276         357         (23   )
Other expenses            694         640         8      
Subtotal                  3,421       4,011       (15   )
                                                         
Total
non-compensation       $  4,167     $ 4,259       (2    )
expenses, as
reported
                                                                              

                THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
                           SELECTED FINANCIAL DATA
                                 (UNAUDITED)

                                                                               
Average Daily VaR ^(15)
$ in millions
                                                                                       
                  Three Months Ended
                  June 26,         March 27,        May 30, 
                  2009             2009            2008
Risk Categories
Interest rates    $ 205            $ 218           $ 144
Equity prices       60               38              79
Currency rates      39               38              32
Commodity           40               40              48
prices
Diversification     (99    )         (94   )         (119   )
effect ^(16)
Total             $ 245            $ 240           $ 184     
                                                                                       
                                                                                       
Assets Under Management ^(17)
$ in billions
                                                                                       
                  As of                                               % Change From
                  June 30,         March 31,        May 31,           March      May
                                                                      31,       31, 
                  2009             2009            2008               2009      2008
Asset Class
Alternative       $ 142            $ 141           $ 146              1     %   (3  ) %
investments
Equity              121              101             211              20        (43 )
Fixed income        272              248             269              10        1    
Total non-money     535              490             626              9         (15 )
market assets
                                                                                       
Money markets       284              281             269              1         6    
Total assets
under             $ 819      ^(6)  $ 771     ^(6)  $ 895              6         (8  )
management
                                                                                       
                                                                                       
                  Three Months Ended
                  June 30,         March 31,        May 31, 
                  2009             2009            2008
                                                                                       
Balance,
beginning of      $ 771            $ 798           $ 873
period
                                                                                       
Net inflows /
(outflows)
Alternative         (2     )         (2    )         (3     )
investments
Equity              (1     )         (1    )         (18    )
Fixed income        6                (3    )         10      
Total non-money
market net          3                (6    )         (11    )
inflows /
(outflows)
                                                                                       
Money markets       3                (5    )         17      
Total net
inflows /           6        ^(6)    (11   ) ^(6)    6
(outflows)
                                                                                       
Net market
appreciation /      42               (16   )         16
(depreciation)
                                                    
Balance, end of   $ 819            $ 771           $ 895     
period
                                                                                       
                                                                                       
Principal Investments ^ (18)
$ in millions
                                                                                       
                  As of June 26, 2009
                  Corporate        Real            Total
                                   Estate
                                                                                       
Private           $ 9,407          $ 1,812         $ 11,219
Public              1,747            43              1,790   
Subtotal            11,154           1,855           13,009
ICBC ordinary       6,269            -               6,269   
shares ^(19)
Total             $ 17,423   ^(20) $ 1,855         $ 19,278  
                                                                                       

                                  Footnotes

       
        Annualized return on average common shareholders’ equity (ROE) is
        computed by dividing annualized net earnings applicable to common
        shareholders by average monthly common shareholders’ equity. The
        one-time preferred dividend of $426 million related to the repurchase
(1)     of the firm’s TARP preferred stock (calculated as the difference
        between the carrying value and the redemption value of the preferred
        stock) was not annualized in the calculation of annualized net
        earnings applicable to common shareholders since it has no impact on
        other quarters in the year. The following table sets forth our average
        common shareholders’ equity:

                                                                                                      Average for the
                                                                                                      Three         Six Months
                                                                                                      Months        Ended
                                                                                                      Ended        
                                                                                                                    June 26,
                                                                                                      June 26,      2009
                                                                                                      2009
                                                                                                      (unaudited, $ in
                                                                                                      millions)
          Total
          shareholders'                                                                               $ 66,870      $ 65,167
          equity
          Preferred                                                                                     (14,125 )     (15,139 )
          stock
          Common
          shareholders'                                                                               $ 52,745      $ 50,028   
          equity

        Management believes that presenting the firm’s results excluding the
        impact of the one-time preferred dividend of $426 million related to
        the repurchase of the firm’s TARP preferred stock is meaningful
(2)     because it increases the comparability of period-to-period results.
        The following tables set forth the calculation of net earnings
        applicable to common shareholders, diluted earnings per common share
        and average common shareholders’ equity excluding the impact of this
        one-time preferred dividend:

         
                                         For the
                                         Three Months Ended   Six Months Ended
                                                             
                                         June 26, 2009        June 26, 2009
                                         (unaudited, in millions, except

                                         per share amounts)
          Net earnings applicable to     $    2,718           $   4,377
          common shareholders
          Impact of one-time TARP             426                 426        
          preferred dividend
          Net earnings applicable to
          common shareholders, excluding
          the                                 3,144               4,803
           impact of one-time TARP
          preferred dividend
          Divided by: average diluted         551.0               520.1      
          common shares outstanding
          Diluted earnings per common
          share, excluding the impact of $    5.71            $   9.23       
          one-time
           TARP preferred dividend
                                          
                                          
                                         Average for the
                                         Three Months Ended   Six Months Ended

                                         June 26, 2009        June 26, 2009
                                         (unaudited, $ in millions)
          Total shareholders' equity     $    66,870          $   65,167
          Preferred stock                     (14,125   )         (15,139   )
          Common shareholders' equity         52,745              50,028
          Impact of one-time TARP
          preferred dividend on average       107                 61         
          common
           shareholders’ equity
          Common shareholders' equity,
          excluding the impact of
          one-time TARP                  $    52,852          $   50,089     
           preferred dividend on average
          common shareholders’ equity
                                                                             

(3)     Thomson Reuters – January 1, 2009 through June 26, 2009.
 
        Tangible common shareholders' equity equals total shareholders' equity
        less preferred stock, goodwill and identifiable intangible assets.
        Tangible book value per common share is computed by dividing tangible
        common shareholders’ equity by the number of common shares
(4)     outstanding, including restricted stock units granted to employees
        with no future service requirements. Management believes that tangible
        common shareholders’ equity is meaningful because it is one of the
        measures that the firm and investors use to assess capital adequacy.
        The following table sets forth the reconciliation of total
        shareholders' equity to tangible common shareholders' equity:

                                                                               
                                                                                As of
                                                                                June 26,
                                                                                2009
                                                                                (unaudited,
                                                                                $ in
                                                                                millions)
          Total
          shareholders'                                                         $  62,813
          equity
          Preferred                                                                (6,957 )
          stock
          Common
          shareholders'                                                            55,856
          equity
          Goodwill and
          identifiable                                                             (4,973 )
          intangible
          assets
          Tangible
          common                                                                $  50,883  
          shareholders'
          equity
                                                                                 

       The firm’s investment banking transaction backlog represents an
(5)    estimate of the firm’s future net revenues from investment banking
       transactions where management believes that future revenue realization
       is more likely than not.
 
(6)    Excludes the federal agency pass-through mortgage-backed securities
       account managed for the Federal Reserve.
 
       Consolidated entities held for investment purposes are entities that
       are held strictly for capital appreciation, have a defined exit
       strategy and are engaged in activities that are not closely related to
       the firm's principal businesses. For example, these investments include
(7)    consolidated entities that hold real estate assets, such as hotels, but
       exclude investments in entities that primarily hold financial assets.
       Management believes that it is meaningful to review non-compensation
       expenses excluding expenses related to these consolidated entities in
       order to evaluate trends in non-compensation expenses related to the
       firm's principal business activities.
 
       As a bank holding company, the firm is subject to regulatory capital
       requirements administered by the Federal Reserve Board. The firm is
       reporting its Tier 1 capital ratio in accordance with the regulatory
       capital requirements currently applicable to bank holding companies,
       which are based on the Capital Accord of the Basel Committee on Banking
       Supervision (Basel I). The Tier 1 capital ratio equals Tier 1 capital
       divided by total risk-weighted assets. The firm’s risk-weighted assets
       under Basel I were approximately $409 billion as of June 26, 2009. The
       firm continues to disclose its Tier 1 capital ratio in accordance with
       the capital guidelines applicable to it when the firm was regulated by
       the SEC as a Consolidated Supervised Entity. These guidelines were
(8)    generally consistent with those set out in the Revised Framework for
       the International Convergence of Capital Measurement and Capital
       Standards issued by the Basel Committee on Banking Supervision
       (Basel II). The firm’s risk-weighted assets under Basel II were
       approximately $382 billion as of June 26, 2009. These ratios represent
       preliminary estimates as of the date of this earnings release and may
       be revised in the firm’s Quarterly Report on Form 10-Q for the fiscal
       period ended June 26, 2009. For a further discussion of the firm's
       capital requirements, see "Equity Capital” in Part I, Item 2
       "Management's Discussion and Analysis of Financial Condition and
       Results of Operations" in the firm's Quarterly Report on Form 10-Q for
       the fiscal period ended March 27, 2009.
 
       This amount represents a preliminary estimate as of the date of this
(9)    earnings release and may be revised in the firm’s Quarterly Report on
       Form 10-Q for the fiscal period ended June 26, 2009.
 
       SFAS No. 157, “Fair Value Measurements,” establishes a fair value
       hierarchy that prioritizes the inputs to valuation techniques used to
       measure fair value. The hierarchy gives the highest priority to
       unadjusted quoted prices in active markets for identical assets or
       liabilities (level 1 measurements) and the lowest priority to
       unobservable inputs (level 3 measurements). Level 3 assets reflect
       prices or valuations that require inputs that are both significant to
(10)   the fair value measurement and unobservable. For a further discussion
       of the firm's level 3 assets, see "Critical Accounting Policies – Fair
       Value – Fair Value Hierarchy – Level 3” in Part I, Item 2 "Management's
       Discussion and Analysis of Financial Condition and Results of
       Operations" in the firm's Quarterly Report on Form 10-Q for the fiscal
       period ended March 27, 2009. This amount represents a preliminary
       estimate as of the date of this earnings release and may be revised in
       the firm’s Quarterly Report on Form 10-Q for the fiscal period ended
       June 26, 2009.
 
       The firm’s global core excess represents a pool of excess liquidity
       consisting of unencumbered, highly liquid securities that may be sold
       or pledged to provide same-day liquidity, as well as overnight cash
       deposits. This liquidity is intended to allow the firm to meet
       immediate obligations without the need to sell other assets or depend
       on additional funding from credit-sensitive markets in a difficult
       funding environment. This amount represents the average loan value (the
       estimated amount of cash that would be advanced by counterparties
(11)   against these securities), as well as overnight cash deposits, of the
       global core excess. For a further discussion of the firm's global core
       excess liquidity pool, please see "Liquidity and Funding Risk" in
       Part I, Item 2 "Management's Discussion and Analysis of Financial
       Condition and Results of Operations" in the firm's Quarterly Report on
       Form 10-Q for the fiscal period ended March 27, 2009. This amount
       represents a preliminary estimate as of the date of this earnings
       release and may be revised in the firm’s Quarterly Report on Form 10-Q
       for the fiscal period ended June 26, 2009.
 
       Beginning in the second quarter of 2009, “Amortization of identifiable
(12)   intangible assets” is included in “Depreciation and amortization” in
       the consolidated statements of earnings. Prior periods have been
       reclassified to conform to the current presentation.
 
       Basic earnings per common share for the three and six months ended
       June 26, 2009 were computed in accordance with FASB Staff Position
       (FSP) No. EITF 03-6-1, “Determining Whether Instruments Granted in
(13)   Share-Based Payment Transactions Are Participating Securities,” and the
       impact was a reduction of $0.02 per basic common share. There was no
       impact from the adoption of FSP No. EITF 03-6-1 to earnings per basic
       common share for the quarter ended March 27, 2009. Prior periods have
       not been restated due to immateriality.
 
       Includes employees, consultants and temporary staff. Excludes total
       staff of approximately 3,900, 3,900 and 4,900 as of June 26, 2009,
       March 27, 2009 and May 30, 2008, respectively, of consolidated entities
(14)   held for investment purposes. Compensation and benefits includes $66
       million, $70 million and $66 million for the three months ended
       June 26, 2009, March 27, 2009 and May 30, 2008, respectively,
       attributable to these consolidated entities.
 
       VaR is the potential loss in value of the firm’s trading positions due
       to adverse market movements over a one-day time horizon with a 95%
       confidence level. The modeling of the risk characteristics of the
       firm’s trading positions involves a number of assumptions and
       approximations. While management believes that these assumptions and
(15)   approximations are reasonable, there is no standard methodology for
       estimating VaR, and different assumptions and/or approximations could
       produce materially different VaR estimates. For a further discussion of
       the calculation of VaR, see Part II, Item 7A "Quantitative and
       Qualitative Disclosures About Market Risk" in the firm’s Annual Report
       on Form 10-K for the fiscal year ended November 28, 2008.
 
       Equals the difference between total VaR and the sum of the VaRs for the
(16)   four risk categories. This effect arises because the four market risk
       categories are not perfectly correlated.
 
       Substantially all assets under management are valued as of calendar
(17)   month-end. Assets under management do not include the firm’s
       investments in funds that it manages.
 
(18)   Represents investments included within the Principal Investments
       component of the firm’s Trading and Principal Investments segment.
 
       Includes interests of $3.96 billion as of June 26, 2009 held by
       investment funds managed by the firm. The fair value of the investment
       in the ordinary shares of ICBC, which trade on The Stock Exchange of
       Hong Kong, includes the effect of foreign exchange revaluation for
(19)   which the firm maintains an economic currency hedge. On April 28, 2009,
       20% of the ICBC shares held by the firm became free from transfer
       restrictions and the firm completed the disposition of these shares
       during the quarter. The remaining ICBC shares held by the firm are
       subject to transfer restrictions, which prohibit liquidation at any
       time prior to April 28, 2010.
 
       Excludes the firm’s investment in the convertible preferred stock of
(20)   Sumitomo Mitsui Financial Group, Inc. The firm has hedged all of the
       common stock underlying this investment.

Contact:

The Goldman Sachs Group, Inc.
Media Relations:
Lucas van Praag, 212-902-5400

Investor Relations:
Dane E. Holmes, 212-902-0300
Last Updated: July 14, 2009 08:15 EDT

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