The Goldman Sachs Group, Inc. (GS) 8-K Results of Operations and Financial Condition

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
June 14, 2007

THE GOLDMAN SACHS GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	No. 001-14965	No. 13-4019460
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

85 Broad Street
New York, New York	10004
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:(212) 902-1000

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1: PRESS RELEASE

Item 2.02 Results of Operations and Financial Condition.

On June 14, 2007, The Goldman Sachs Group, Inc. (the Registrant) reported its earnings for its fiscal second quarter ended May 25, 2007. A copy of the Registrant’s press release containing this information is being furnished as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Exchange Act.

Item 8.01 Other Events.

On June 14, 2007, the Registrant reported net revenues of $10.18 billion and net earnings of $2.33 billion for its second quarter ended May 25, 2007. Diluted earnings per common share were $4.93 compared with $4.78 for the second quarter of 2006 and $6.67 for the first quarter of 2007. Annualized return on average tangible common shareholders’ equity⁽¹⁾ was 31.2% for the second quarter of 2007 and 37.8% for the first half of 2007. Annualized return on average common shareholders’ equity was 26.7% for the second quarter of 2007 and 32.3% for the first half of 2007.

Net Revenues

Investment Banking

Net revenues in Investment Banking were $1.72 billion, 13% higher than the second quarter of 2006 and slightly higher than the first quarter of 2007, as mergers and acquisitions and financing activity remained strong. Net revenues in Financial Advisory were $709 million, 17% higher than the second quarter of 2006, reflecting increased client activity. Net revenues in the firm’s Underwriting business were $1.01 billion, 10% higher than the second quarter of 2006, reflecting significantly higher net revenues in debt underwriting, primarily due to an increase in leveraged finance activity, partially offset by lower net revenues in equity underwriting. The firm’s investment banking transaction backlog ended the quarter at a record level.⁽²⁾

Trading and Principal Investments

Net revenues in Trading and Principal Investments were $6.65 billion, 6% lower than the second quarter of 2006 and 29% lower than the first quarter of 2007.

Net revenues in Fixed Income, Currency and Commodities (FICC) were $3.37 billion, 24% lower than the second quarter of 2006, primarily reflecting lower net revenues in commodities and weak results in mortgages, principally attributable to continued weakness in the subprime

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sector. The decrease in commodities was primarily attributable to a $700 million gain in the second quarter of 2006 related to the sale of East Coast Power, L.L.C. Net revenues in interest rate products were strong but lower compared with the same prior year period. Net revenues in credit products and currencies were also strong and were higher compared with the second quarter of 2006. During the quarter, FICC operated in an environment characterized by solid customer-driven activity, generally low volatility levels and strength in the broader credit markets.

Net revenues in Equities were $2.50 billion, 6% higher than the second quarter of 2006, due to higher net revenues in principal strategies as well as higher net revenues in the shares business, primarily in Europe. These increases were partially offset by strong but lower net revenues in derivatives compared with the second quarter of 2006. Following challenging market conditions early in the quarter, Equities operated in a favorable environment characterized by generally rising equity prices and strong customer-driven activity.

Principal Investments recorded net revenues of $784 million, primarily reflecting gains and overrides from corporate principal investments. These results included a $125 million loss related to the firm’s investment in the ordinary shares of Industrial and Commercial Bank of China Limited (ICBC) and a $64 million loss related to the firm’s investment in the convertible preferred stock of Sumitomo Mitsui Financial Group, Inc. (SMFG).

Asset Management and Securities Services

Net revenues in Asset Management and Securities Services were $1.81 billion, 13% higher than both the second quarter of 2006 and the first quarter of 2007.

Asset Management net revenues were $1.06 billion, 11% higher than the second quarter of 2006, reflecting a 22% increase in management and other fees, partially offset by lower incentive fees. During the quarter, assets under management increased $39 billion to $758 billion, reflecting non-money market net asset inflows of $14 billion in equity and fixed income assets, money market net asset inflows of $4 billionand market appreciation of $21 billion, primarily in equity assets.

Securities Services net revenues were $757 million, 15% higher than the second quarter of 2006, as the firm’s prime brokerage business continued to generate strong results, reflecting significantly higher customer balances in securities lending and margin lending and higher seasonal activity levels in Europe.

Expenses

Operating expenses were $6.75 billion, essentially unchanged from the second quarter of 2006 and 14% lower than the first quarter of 2007.

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Compensation and Benefits

Compensation and benefits expenses were $4.89 billion, 4% lower than the second quarter of 2006, primarily reflecting the impact of a lower ratio of compensation and benefits to net revenues. The ratio of compensation and benefits to net revenues was 48.0% for the first half of 2007 compared with 50.4% for the first half of 2006. Employment levels increased 4% during the quarter.

Non-Compensation Expenses

Non-compensation expenses were $1.86 billion, 16% higher than the second quarter of 2006 and 6% higher than the first quarter of 2007. The increase compared with the second quarter of 2006 was primarily attributable to the impact of higher levels of business activity and continued geographic expansion. The majority of this increase was in brokerage, clearing, exchange and distribution fees, which principally reflected higher transaction volumesin Equities.

Provision For Taxes

The effective income tax rate for the first half of 2007 was 33.3%, down from 34.2% for the first quarter of 2007 and 34.5% for fiscal year 2006. The decreases in the effective tax rate were primarily due to changes in the geographic earnings mix and, to a lesser extent, an increase in tax credits.

Capital

As of May 25, 2007, total capital was $179.94 billion, consisting of $38.46 billion in total shareholders’ equity (common shareholders’ equity of $35.36 billion and preferred stock of $3.10 billion) and $141.48 billion in unsecured long-term borrowings. Book value per common share was $81.30 and tangible book value per common share was $69.99 ⁽¹⁾, an increase of 5% and 6%, respectively, compared with the end of the first quarter of 2007. 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 434.9 million at period end.

On May 15, 2007, two trusts created by The Goldman Sachs Group, Inc. (Group Inc.) issued $2.25 billion of Automatic Preferred Enhanced Capital Securities (APEX). The assets held by the trusts in support of the APEX initially consist of remarketable junior subordinated notes and preferred stock purchase contracts issued by Group Inc. and will ultimately consist of $1.75 billion of perpetual Non-Cumulative Series E Preferred Stock and $500 million of perpetual Non-Cumulative Series F Preferred Stock, that Group Inc. will issue to the trusts no later than June 1, 2013 and September 1, 2013, respectively.

The firm repurchased 5.4 million shares of its common stock at an average cost per share of $208.41, for a total cost of $1.13 billion during the quarter. The remaining authorization under the firm’s existing share repurchase program is 34.2 million shares.

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Dividends

The Board of Directors of Group Inc. (the Board) declared a dividend of $0.35 per common share to be paid on August 30, 2007 to common shareholders of record on July 31, 2007. The Board also declared dividends of $390.16, $387.50, $390.16 and $385.05 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 1/1000th interest in a share of preferred stock), to be paid on August 10, 2007 to preferred shareholders of record on July 26, 2007.

Cautionary Note Regarding Forward-Looking Statements

This Report on Form 8-K contains “forward-looking statements.” These statements are not historical facts but instead represent only the Registrant’s beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of the Registrant’s control. It is possible that the Registrant’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 Registrant’s future results, see “Risk Factors” in Part I, Item 1A of the Registrant’s Annual Report on Form 10-K for the fiscal year ended November 24, 2006 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended November 24, 2006.

Statements about the Registrant’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 Registrant 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 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 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 Registrant’s investment banking transactions, see “Risk Factors” in Part I, Item 1A of the Registrant’s Annual Report on Form 10-K for the fiscal year ended November 24, 2006.

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

	Three Months Ended									% Change From
	May 25,			Feb. 23,			May 26,			Feb. 23,			May 26,
	2007			2007			2006			2007			2006
Investment Banking
Financial Advisory	$	709		$	861		$	608			(18	)%		17	%
Equity underwriting		358			266			482			35			(26	)
Debt underwriting		654			589			436			11			50
Total Underwriting		1,012			855			918			18			10
Total Investment Banking		1,721			1,716			1,526			—			13
Trading and Principal Investments
FICC		3,368			4,604			4,460			(27	)		(24	)
Equities trading		1,415			2,163			1,416			(35	)		—
Equities commissions		1,082			924			936			17			16
Total Equities		2,497			3,087			2,352			(19	)		6
SMFG		(64	)		161			(61	)		N.M.			N.M.
ICBC		(125	)		227			(4	)		N.M.			N.M.
Other corporate and real estate gains and losses		909			1,123			284			(19	)		N.M.
Overrides		64			215			74			(70	)		(14	)
Total Principal Investments		784			1,726			293			(55	)		168
Total Trading and Principal Investments		6,649			9,417			7,105			(29	)		(6	)
Asset Management and Securities Services
Management and other fees		1,035			982			850			5			22
Incentive fees		20			90			104			(78	)		(81	)
Total Asset Management		1,055			1,072			954			(2	)		11
Securities Services		757			525			656			44			15
Total Asset Management and Securities Services		1,812			1,597			1,610			13			13
Total net revenues	$	10,182		$	12,730		$	10,241			(20	)		(1	)
	Six Months Ended						% Change From
	May 25,			May 26,			May 26,
	2007			2006			2006
Investment Banking
Financial Advisory	$	1,570		$	1,344			17	%
Equity underwriting		624			765			(18	)
Debt underwriting		1,243			888			40
Total Underwriting		1,867			1,653			13
Total Investment Banking		3,437			2,997			15
Trading and Principal Investments
FICC		7,972			8,298			(4	)
Equities trading		3,578			3,023			18
Equities commissions		2,006			1,778			13
Total Equities		5,584			4,801			16
SMFG		97			344			(72	)
ICBC		102			(4	)		N.M.
Other corporate and real estate gains and losses		2,032			484			N.M.
Overrides		279			164			70
Total Principal Investments		2,510			988			154
Total Trading and Principal Investments		16,066			14,087			14
Asset Management and Securities Services
Management and other fees		2,017			1,600			26
Incentive fees		110			843			(87	)
Total Asset Management		2,127			2,443			(13	)
Securities Services		1,282			1,147			12
Total Asset Management and Securities Services		3,409			3,590			(5	)
Total net revenues	$	22,912		$	20,674			11

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

	Three Months Ended									% Change From
	May 25,			Feb. 23,			May 26,			Feb. 23,			May 26,
	2007			2007			2006			2007			2006
Revenues
Investment banking	$	1,720		$	1,716		$	1,521			—	%		13	%
Trading and principal investments		6,242			9,073			6,921			(31	)		(10	)
Asset management and securities services		1,107			1,133			1,016			(2	)		9
Interest income		11,282			10,358			8,544			9			32
Total revenues		20,351			22,280			18,002			(9	)		13
Interest expense		10,169			9,550			7,761			6			31
Revenues, net of interest expense		10,182			12,730			10,241			(20	)		(1	)
Operating expenses
Compensation and benefits		4,887			6,111			5,108			(20	)		(4	)
Brokerage, clearing, exchange and distribution fees		638			551			473			16			35
Market development		144			132			121			9			19
Communications and technology		161			151			131			7			23
Depreciation and amortization		140			132			127			6			10
Amortization of identifiable intangible assets		50			51			44			(2	)		14
Occupancy		210			204			199			3			6
Professional fees		161			161			123			—			31
Cost of power generation		81			84			122			(4	)		(34	)
Other expenses		279			294			269			(5	)		4
Total non-compensation expenses		1,864			1,760			1,609			6			16
Total operating expenses		6,751			7,871			6,717			(14	)		1
Pre-tax earnings		3,431			4,859			3,524			(29	)		(3	)
Provision for taxes		1,098			1,662			1,212			(34	)		(9	)
Net earnings		2,333			3,197			2,312			(27	)		1
Preferred stock dividends		46			49			26			N.M.			N.M.
Net earnings applicable to common shareholders	$	2,287		$	3,148		$	2,286			(27	)		—
Earnings per common share
Basic	$	5.25		$	7.08		$	5.08			(26	)%		3	%
Diluted		4.93			6.67			4.78			(26	)		3
Average common shares outstanding
Basic		435.8			444.5			449.7			(2	)		(3	)
Diluted		464.1			471.9			478.3			(2	)		(3	)
Selected Data
Employees at period end (3)		28,012			26,959			24,013			4			17
Ratio of compensation and benefits to net revenues		48.0	%		48.0	%		49.9	%

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

	Six Months Ended						% Change From
	May 25,			May 26,			May 26,
	2007			2006			2006
Revenues
Investment banking	$	3,436		$	2,991			15	%
Trading and principal investments		15,315			13,608			13
Asset management and securities services		2,240			2,570			(13	)
Interest income		21,640			16,079			35
Total revenues		42,631			35,248			21
Interest expense		19,719			14,574			35
Revenues, net of interest expense		22,912			20,674			11
Operating expenses
Compensation and benefits		10,998			10,422			6
Brokerage, clearing, exchange and distribution fees		1,189			891			33
Market development		276			221			25
Communications and technology		312			255			22
Depreciation and amortization		272			252			8
Amortization of identifiable intangible assets		101			78			29
Occupancy		414			392			6
Professional fees		322			232			39
Cost of power generation		165			207			(20	)
Other expenses		573			511			12
Total non-compensation expenses		3,624			3,039			19
Total operating expenses		14,622			13,461			9
Pre-tax earnings		8,290			7,213			15
Provision for taxes		2,760			2,422			14
Net earnings		5,530			4,791			15
Preferred stock dividends		95			52			N.M.
Net earnings applicable to common shareholders	$	5,435		$	4,739			15
Earnings per common share
Basic	$	12.35		$	10.45			18	%
Diluted		11.61			9.86			18
Average common shares outstanding
Basic		440.2			453.5			(3	)
Diluted		468.0			480.8			(3	)
Selected Data
Ratio of compensation and benefits to net revenues		48.0	%		50.4	%

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NON-COMPENSATION EXPENSES
(UNAUDITED)
$ in millions

	Three Months Ended							% Change From
	May 25,		Feb. 23,		May 26,			Feb. 23,			May 26,
	2007		2007		2006			2007			2006
Non-compensation expenses of consolidated investments (4)	$	101	$	87	$	119			16	%		(15)	%
Non-compensation expenses excluding consolidated investments
Brokerage, clearing, exchange and distribution fees		638		551		473			16			35
Market development		142		130		113			9			26
Communications and technology		161		150		129			7			25
Depreciation and amortization		121		118		110			3			10
Amortization of identifiable intangible assets		48		50		44			(4	)		9
Occupancy		192		189		171			2			12
Professional fees		160		160		121			—			32
Cost of power generation		81		84		122			(4	)		(34	)
Other expenses		220		241		207			(9	)		6
Subtotal		1,763		1,673		1,490			5			18
Total non-compensation expenses, as reported	$	1,864	$	1,760	$	1,609			6			16
	Six Months Ended				% Change From
	May 25,		May 26,		May 26,
	2007		2006		2006
Non-compensation expenses of consolidated investments(4)	$	188	$	218		(14	)%
Non-compensation expenses excluding consolidated investments
Brokerage, clearing, exchange and distribution fees		1,189		891		33
Market development		272		205		33
Communications and technology		311		252		23
Depreciation and amortization		239		222		8
Amortization of identifiable intangible assets		98		78		26
Occupancy		381		340		12
Professional fees		320		226		42
Cost of power generation		165		207		(20	)
Other expenses		461		400		15
Subtotal		3,436		2,821		22
Total non-compensation expenses, as reported	$	3,624	$	3,039		19

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

Average Daily VaR⁽⁵⁾
$ in millions

	Three Months Ended
	May 25,			Feb. 23,			May 26,
	2007			2007			2006
Risk Categories
Interest rates	$	81		$	57		$	49
Equity prices		101			96			83
Currency rates		20			18			29
Commodity prices		24			30			31
Diversification effect(6)		(93	)		(74	)		(80	)
Total	$	133		$	127		$	112

Assets Under Management⁽⁷⁾
$ in billions

	As of						% Change From
	May 31,		Feb. 28,		May 31,		Feb. 28,			May 31,
	2007		2007		2006		2007			2006
Asset Class
Alternative investments	$	151	$	147	$	128		3	%		18	%
Equity		253		230		185		10			37
Fixed income		221		213		172		4			28
Total non-money market assets		625		590		485		6			29
Money markets		133		129		108		3			23
Total assets under management	$	758	$	719	$	593		5			28

	Three Months Ended
	May 31,		Feb. 28,		May 31,
	2007		2007		2006
Balance, beginning of period	$	719	$	676	$	571
Net asset inflows / (outflows)
Alternative investments		—		2		6
Equity		7		11		3
Fixed income		7		11		4
Total non-money market net asset inflows / (outflows)		14		24		13
Money markets		4		11		2
Total net asset inflows / (outflows)		18		35		15
Net market appreciation / (depreciation)		21		8		7
Balance, end of period	$	758	$	719	$	593

Principal Investments⁽⁸⁾
$ in millions

	As of May 25, 2007
	Corporate		Real Estate		Total
Private	$	4,172	$	1,248	$	5,420
Public		1,687		41		1,728
Subtotal		5,859		1,289		7,148
SMFG convertible preferred stock(9)		4,528		—		4,528
ICBC ordinary shares(10)		5,643		—		5,643
Total	$	16,030	$	1,289	$	17,319

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Footnotes

(1) Tangible common shareholders’ equity equals total shareholders’ equity less preferred stock, goodwill and identifiable intangible assets, excluding power contracts. Identifiable intangible assets associated with power contracts are not deducted from total shareholders’ equity because, unlike other intangible assets, less than 50% of these assets are supported by common shareholders’ equity. Management believes that return on average tangible common shareholders’ equity (ROTE) is meaningful because it measures the performance of businesses consistently, whether they were acquired or developed internally. ROTE is computed by dividing net earnings (or annualized net earnings for annualized ROTE) applicable to common shareholders by average monthly tangible common shareholders’ equity. Tangible book value per common share is computed by dividing tangible common shareholders’ equity by the number of common shares outstanding, including restricted stock units granted to employees with no future service requirements.

     The following table sets forth a reconciliation of total shareholders’ equity to tangible common shareholders’ equity:

	Average for the						As of
	Three Months Ended			Six Months Ended
	May 25, 2007			May 25, 2007			May 25, 2007
	(unaudited, $ in millions)
Total shareholders’ equity	$	37,374		$	36,804		$	38,459
Preferred stock		(3,100	)		(3,100	)		(3,100	)
Common shareholders’ equity		34,274			33,704			35,359
Goodwill and identifiable intangible assets, excluding power contracts		(4,938	)		(4,967	)		(4,919	)
Tangible common shareholders’ equity	$	29,336		$	28,737		$	30,440

(2)	The firm’s investment banking transaction backlog represents an estimate of the firm’s future net revenues from investment banking transactions where management believes that future revenue realization is more likely than not.
(3)	Excludes 4,841, 4,994 and 9,369 employees as of May 2007, February 2007 and May 2006, respectively, of consolidated entities held for investment purposes. Compensation and benefits includes $50 million, $35 million and $61 million for the three months ended May 25, 2007, February 23, 2007 and May 26, 2006, respectively, attributable to these consolidated entities.
(4)	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 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.
(5)	VaR is the potential loss in value of Goldman Sachs’ 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 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 year ended November 24, 2006.
(6)	Equals the difference between total VaR and the sum of the VaRs for the four risk categories. This effect arises because the four market risk categories are not perfectly correlated.
(7)	Substantially all assets under management are valued as of calendar month end.
(8)	Represents investments included within the Principal Investments component of our Trading and Principal Investments segment. Excludes assets related to consolidated investment funds of $15.56 billion as of May 2007, for which Goldman Sachs is not at risk.
(9)	Excludes an economic hedge on the shares of common stock underlying the investment. As of May 2007, the fair value of this hedge was $3.17 billion. Includes the effect of foreign exchange revaluation on the investment, for which the firm also maintains an economic hedge.
(10)	Includes interests of $3.57 billion as of May 2007 held by investment funds managed by Goldman Sachs. 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.

11

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

     The following exhibit is being furnished as part of this Report on Form 8-K:

99.1 Press release of the Registrant dated June 14, 2007 containing financial information for its fiscal second quarter ended May 25, 2007.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE GOLDMAN SACHS GROUP, INC. (Registrant)
Date: June 14, 2007	By:	/s/ David A. Viniar
		Name:	David A. Viniar
		Title: Chief Financial Officer

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