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4. FR Y-10 (Report of Changes in Organizational Structure)

GSGI has requested that it be permitted to file FR Y-10 reports no later than
May 12, 2009, for subsidiaries that must submit FR Y-11 and FR 2314 reports for the
first quarter of 2009. GSGI requests that the remaining FR Y-10 reports for currently
existing entities with annual reporting requirements be filed no later than two weeks prior
to the annual filing date for the respective FR Y-11 and FR 2314 reports. In addition,
GSGI requested that, for subsidiaries formed or acquired subsequent to March 27, 2009
(the “last Friday” of March 2009), it be permitted to file its FR Y-10 reports monthly,
within ten calendar days of the preceding month-end, for all activity occurring within the
prior month.

Board Response on FR Y-10

The Board grants limited relief with respect to GSGI’s request for additional time
to file the FR Y-10 reports for those subsidiaries that must submit FR Y-11 and FR 2314
reports for the first quarter of 2009. The submission of these FR Y-10 reports must occur
by March 31, 2009, so that staff at the Federal Reserve Bank of New York will have
adequate time to identify which subsidiaries of GSGI will be filing the FR Y-11 and
FR 2314 reports before the first quarter 2009 submission deadlines. GSGI should submit
all remaining FR Y-10 reports for entities that currently exist as soon as practicable but
no later than December 31, 2009. These remaining FR Y-10 reports of existing entities
will contain information about subsidiaries that are annual reporters of the FR Y-11 and
FR 2314 reports, as well as other entities that may not have any specific financial
reporting requirements (given their size and nature) but nonetheless need to be reported
as organizational structure information. In addition, GSGI must submit FR Y-10 reports
on a timely basis (in conformity with the filing requirements of the FR Y-10) for all
subsidiaries formed or acquired during 2009.

5. FR Y-6 (Annual Report of Bank Holding Companies)

GSGI requested an exemption for the year-end 2008 FR Y-6 report and requested
that it start filing this report as of the “last Friday” of December in 2009.

Board Response on FR Y-6

GSGI must submit the FR Y-6 report on a best-efforts basis as of
December 31, 2008, except that GSGI is exempt from the required reporting of item 2.a
in this report, which is the organization chart. The Board believes that useful and
important information is provided in the FR Y-6 report. The FR Y-6 report should be
submitted to the Federal Reserve Bank of New York by March 30, 2009. The exemption
from the submission of the organization chart until the filing of the 2009 FR Y-6 report is
granted in order for GSGI to submit all of its FR Y-10 structure reports during 2009. For
the reasons stated above, the “last Friday” reporting convention will not be permitted.


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Moreover, GSGI is permitted to submit these reports using the “as-of” dates discussed
above — but only on a one-time basis for year-end 2008. GSGI must conform its
reporting dates to the last calendar day of a particular reporting period for all its
regulatory reports (i.e., not only the FR Y-9C and FR Y-9LP reports) starting with the
March 31, 2009, reporting date. The Board believes it is important to conduct
performance measurements, meaningful analyses, and peer comparisons of large,
complex institutions using comparable reporting periods. All bank holding companies
are required to report on the same reporting date basis. GSGI also must include in its
year-end 2008 FR Y-9LP report Schedule PC-B on a best-efforts basis. Finally, robust
footnote disclosures should be used to disclose significant issues or deviations from the
reporting requirements in both of the FR Y-9C and FR Y-9LP reports.

2. FR Y-11 (Financial Statements of U.S. Nonbank Subsidiaries of U.S. Bank
Holding Companies) and FR 2314 (Financial Statements of Foreign
Subsidiaries of U.S. Bank Holding Companies)

GSGI has requested exemptions from filing the FR Y-11 and FR 2314 reports at
year-end 2008 for their subsidiaries that would otherwise be required to report. GSGI has
stated that efforts are underway to provide the appropriate reporting by the end of the first
quarter of 2009 (using the “last Friday” of March 2009 as the closing date). In addition,
GSGI requested using the “last Friday” reporting convention for annual reporters for
year-end 2009.

Board Response on FR Y-11 and FR 2314

GSGI is granted the exemption from filing the FR Y-11 and FR 2314 reports for
year-end 2008. GSGI must start submitting quarterly reports as required and described in
the instructions to these reports on a calendar quarter-end basis as of March 31, 2009, and
on a calendar year-end basis for all annual reporters as of December 31, 2009. For the
reasons stated above, the “last Friday” reporting convention will not be permitted.

3. FR Y-12 (Consolidated Bank Holding Company Report of Equity Investments
in Nonfinancial Companies)

GSGI intends to submit the FR Y-12 report for year-end 2008, using the
“last Friday” closing date of December 26, 2008.

Board Response on FR Y-12

GSGI is exempt from filing the FR Y-12 report for year-end 2008. GSGI must
start submitting quarterly reports as required and described in the instructions to this
report on a calendar quarter-end basis as of March 31, 2009. For the reasons stated
above, the “last Friday” reporting convention will not be permitted.


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6. FR Y-8 (The Bank Holding Company Report of Insured Depository
Institutions’ Section 23A Transactions with Affiliates)

GSGI requested to report its FR Y-8 for year-end 2008 using the “last Friday” of
December 2008 as the reporting date.

Board Response on FR Y-8

GSGI may report its year-end 2008 FR Y-8 as of the “last Friday” of 2008 (for
year-end 2008 reporting only) on a best-efforts basis. This report is not currently
required to be submitted electronically. GSGI can manually submit this report to the
Federal Reserve Bank of New York. The FR Y-8 report must start being submitted on a
calendar quarter-end basis starting with the March 31, 2009, reporting date. For the
reasons stated above, the “last Friday” reporting convention will not be permitted.

7. FFIEC 009 (Country Exposure Report/Country Exposure Information Report)

GSGI has requested to submit a year-end 2008 FFIEC 009 report using the
“last Friday” of December 2008 as the report date.

Board Response on FFIEC 009

GSGI is exempt from submitting the FFIEC 009 report for year-end 2008. This
report is required starting as of March 31, 2009. For the reasons stated above, the
“last Friday” reporting convention will not be permitted.

8. FFIEC 041 (Consolidated Reports of Condition and Income for a Bank with
Domestic Offices Only)

GSGI has requested that it be allowed to use the “last Friday” as-of date rather
than the last calendar day of the quarter as the report date when filing its Call Report for
Bank (the FFIEC 041 report). GSGI indicated that it was given such permission
previously by the Federal Deposit Insurance Corporation in 2006.

Board Response on FFIEC 041

GSGI is permitted to file its year-end 2008 Call Report for Bank using the “last
Friday” as-of date it currently has been using, but GSGI must start using the last calendar
day of the quarter effective with its March 31, 2009, Call Report submission. For the
reasons stated above, the “last Friday” reporting convention will not be permitted on a
permanent basis.



BOARD OF GOVERNORS

OF THE
FEDERAL RESERVE SYSTEM
WASHINGTON, D.C. 20551

ADDRESS OFFICIAL CORRESPONDENCE
TO THE BOARD,

February 5, 2009

Ms. Sarah Smith

Chief Accounting Officer

The Goldman Sachs Group, Inc.
85 Broad Street

New York, New York 10004

Dear Ms. Smith:

This is in response to the requests from The Goldman Sachs Group, Inc.
(“GSGI”) and Goldman Sachs Bank USA (“Bank”), both of New York, New York, for
relief from and other modifications related to the Board’s regulatory reporting
requirements for year-end 2008 and future reporting periods.

You indicated that GSGI has devoted substantial personnel and resources to
designing an effective system for complying with the Board’s reporting requirements for
bank holding companies and state member banks. Your request also indicated that much
of the information that is required under the Board’s reporting framework has not
previously been available, collected, or used for either internal or external reporting
purposes at GSGI or Bank and that GSGI has been concentrating on identifying
appropriate sources of the required data and ensuring that adequate controls are in place
to ensure its quality. In addition, you have requested that GSGI and Bank be allowed to
apply a “last Friday” reporting date for all its regulatory reports submitted for year-end
2008, as well as for all future reporting periods. Based on these existing circumstances,
you have requested certain reporting relief, as well as confidential treatment of certain
year-end 2008 regulatory reports.

Reporting Relief and Confidential Treatment of Year-end 2008 Regulatory Reports

Based on all the facts of record, including the information provided in your
request and other supervisory information, the Board grants in substantial part the
requests for relief from certain of the Board’s regulatory reporting requirements for bank
holding companies and state member banks and grants confidential treatment of certain
year-end 2008 regulatory reports of GSGI. The Board is aware of the magnitude and
complexity of the work that must be performed in order for GSGI and Bank to develop
the reporting systems to comply with the Board’s reporting requirements. The
attachment to this letter details each of your requests and the Board’s response on a
report-by-report basis. In response to your requests, the Board has designed the


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exemption to ensure that your organization will continue to devote the necessary
resources to become fully compliant with the Board’s regulatory reporting requirements
as soon as possible.

“Last Friday” Reporting Date

The Board believes it is important to conduct performance measurements,
meaningful analyses, and peer comparisons of large, complex institutions using
comparable reporting periods. For this reason, all bank holding companies are required
to report as of the same reporting date. To allow GSGI and Bank to use a reporting
period that differs from existing requirements for other bank holding companies and state
member banks would make it more difficult to draw meaningful financial comparisons
between GSGI and Bank and their peer institutions and would set a precedent that could
undermine the usefulness of the Board’s regulatory reports. Accordingly, the Board
declines to permit GSGI and Bank to use a “last Friday” reporting date on a permanent
basis as the closing date for reporting purposes (see responses in the attachment).

Please contact Homer C. Hill, III of the Federal Reserve Bank of New York at
(212) 720-2164 if you have any questions.

Sincerely yours,

Nhe Kde. Frer—

Robert deV. Frierson
Deputy Secretary of the Board

cc: Homer C. Hill, HI
Federal Reserve Bank of New York

Attachment


Attachment
I. FR Y-9 (FR Y-9C and FR Y-9LP)
FR Y-9C (Consolidated Financial Statements for Bank Holding Companies)

GSGI has stated that it intends on submitting its year-end 2008 FR Y-9C report by
February 9, 2009. GSGI requested that it be allowed to submit balance sheet information
as of December 26, 2008 (last Friday of the quarter), and income statement information
for the twelve-month period ending November 28, 2008. GSGI did not indicate that it
would be ready to submit the FR Y-9C electronically as required. GSGI indicated that
there are current gaps in collecting certain data as required in these reports but that it
would provide the information essentially on a best-efforts basis. GSGI also requested
confidential treatment of its year-end 2008 FR Y-9C report.

In addition, GSGI requested on an on-going basis, that it be allowed to submit
reports using the last Friday of any month, quarter, or year as the “as-of” date (depending
on the frequency requirements of a given report) instead of the last calendar day of a
month, quarter, or year, which are the most typical reporting dates required in Federal
Reserve regulatory reports. GSGI indicated that it has historically closed its books using
the “last Friday” convention and that simply changing its fiscal year-end from
November to December is a complex undertaking. Moreover, if it were required to
change the period-end date from the “last Friday” to the last calendar day of the relevant
reporting period, substantially all of its IT systems that support its books and records, as
well as its internal reporting systems, would require reprogramming.

FR Y-9LP (Parent Company Only Financial Statements for Large Bank
Holding Companies)

GSGI has requested that it be permitted to submit its year-end 2008 FR Y-9LP
report on the same basis as its FR Y-9C report (balance sheet as of December 26, 2008,
and income statement for the twelve-month period as of November 28, 2008) and has
stated its intention to file by February 9, 2009. GSGI did not indicate that it would be
ready to submit the FR Y-9LP electronically as required. In addition, GSGI has
requested an exemption for filing Schedule PC-B (Memoranda) of the FR Y-9LP because
it states that it is unable to accurately report some required information, such as parent
company borrowings that are not held by financial institutions or by insiders (including
directors) and their interest. GSGI requested confidential treatment of its year-end 2008
FR Y-9LP report.

Board Response on FR Y-9C and FR Y-9LP

GSGI must submit its year-end 2008 FR Y-9C and FR Y-9LP reports on a best-
efforts basis by the reporting deadline of February 17, 2009. Both year-end 2008 reports
may be submitted manually (not electronically) to the Federal Reserve Bank of New
York. In addition, both year-end reports will be granted confidential treatment.