On July 17, 2012, The Goldman Sachs Group, Inc. (Group Inc. and, together with its consolidated subsidiaries, the firm) reported its earnings for its second quarter ended June 30, 2012. A copy of Group Inc.'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 Group Inc. under the Securities Act of 1933 or the Exchange Act.

On July 17, 2012, Group Inc. reported net revenues of $6.63 billion and net earnings of $962 million for the second quarter ended June 30, 2012. Diluted earnings per common share were $1.78 compared with $1.85 for the second quarter of 2011 and $3.92 for the first quarter of 2012. Annualized return on average common shareholders' equity (ROE) (1) was 5.4% for the second quarter of 2012 and 8.8% for the first half of 2012.

Investment Banking

Net revenues in Investment Banking were $1.20 billion, 17% lower than the second quarter of 2011 and 4% higher than the first quarter of 2012. Net revenues in Financial Advisory were $469 million, 26% lower than the second quarter of 2011, reflecting a decline in industry-wide completed mergers and acquisitions. Net revenues in the firm's Underwriting business were $734 million, 9% lower than the second quarter of 2011. Net revenues in equity underwriting were significantly lower compared with the second quarter of 2011, principally due to a decline in industry-wide activity. Net revenues in debt underwriting were higher compared with the second quarter of 2011, reflecting higher net revenues from investment-grade and commercial mortgage-related activity, partially offset by lower net revenues from leveraged finance activity. The firm's investment banking transaction backlog increased compared with the end of the first quarter of 2012. (2)

Institutional Client Services

Net revenues in Institutional Client Services were $3.89 billion, 11% higher than the second quarter of 2011 and 32% lower than the first quarter of 2012.

Net revenues in Fixed Income, Currency and Commodities Client Execution were $2.19 billion, 37% higher than the second quarter of 2011, reflecting higher net revenues in mortgages and commodities compared with difficult market-making conditions during the second quarter of 2011. During the second quarter of 2012, Fixed Income, Currency and Commodities Client Execution operated in a challenging environment reflecting broad market concerns and uncertainty, which resulted in generally wider credit spreads and lower activity levels compared with the first quarter of 2012.

Net revenues in Equities were $1.70 billion, 12% lower than the second quarter of 2011, primarily due to lower net revenues in equities client execution, reflecting significantly lower net revenues in derivatives. In addition, commissions and fees were lower compared with the second quarter of 2011, generally consistent with broader market activity. Securities services net revenues were lower compared with the second quarter of 2011, reflecting the impact of slightly lower average customer balances. During the second quarter of 2012, Equities operated in an environment characterized by a decrease in global equity prices and higher volatility levels compared with the first quarter of 2012.

The net gain attributable to the impact of changes in the firm's own credit spreads on borrowings for which the fair value option was elected was not material for the second quarter of 2012.

Investing & Lending

Net revenues in Investing & Lending were $203 million for the second quarter of 2012. Investing & Lending net revenues were negatively impacted by a decrease in global equity prices and generally wider credit spreads. Results for the second quarter of 2012 included a loss of $194 million from the firm's investment in the ordinary shares of Industrial and Commercial Bank of China Limited (ICBC) and net losses of $112 million from other investments in equities, reflecting losses in public equities, largely offset by gains in private equities. In addition, Investing & Lending included net interest income and net gains of $222 million from debt securities and loans, and other net revenues of $287 million, principally related to the firm's consolidated investment entities.

Investment Management

Net revenues in Investment Management were $1.33 billion, 5% higher than the second quarter of 2011 and 13% higher than the first quarter of 2012. The increase in net revenues compared with the second quarter of 2011 was due to significantly higher incentive fees, partially offset by lower management and other fees and lower transaction revenues. During the quarter, assets under management increased $12 billion to $836 billion. The increase in assets under management included net inflows of $16 billion (3), primarily in fixed income and money market assets, partially offset by net market depreciation of $4 billion, primarily in equity assets.

Operating expenses were $5.21 billion, 8% lower than the second quarter of 2011 and 23% lower than the first quarter of 2012. The firm is in the process of implementing additional expense reduction initiatives.

Compensation and Benefits

The accrual for compensation and benefits expenses (including salaries, estimated year-end discretionary compensation, amortization of equity awards and other items such as benefits) was $2.92 billion for the second quarter of 2012, a 9% decline compared with the second quarter of 2011. The ratio of compensation and benefits to net revenues for the first half of 2012 was 44.0%.

Non-Compensation Expenses

Non-compensation expenses were $2.30 billion, 7% lower than the second quarter of 2011 and 4% lower than the first quarter of 2012. The decrease compared with the second quarter of 2011 primarily reflected decreased levels of business activity and the impact of expense reduction initiatives, partially offset by higher impairment charges related to consolidated investment entities during the second quarter of 2012. The second quarter of 2012 included net provisions for litigation and regulatory proceedings of $67 million.

Provision for Taxes

The effective income tax rate for the first half of 2012 was 33.2%, down slightly from 33.7% for the first quarter of 2012.

As of June 30, 2012, total capital was $239.85 billion, consisting of $72.86 billion in total shareholders' equity (common shareholders' equity of $68.01 billion and preferred stock of $4.85 billion) and $166.99 billion in unsecured long-term borrowings. Book value per common share was $137.00 and tangible book value per common share (4) was $126.12, both approximately 2% higher compared with the end of the first quarter of 2012. 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 496.4 million at period end.

On June 1, 2012, Group Inc. issued 17,500.1 shares of Perpetual Non-Cumulative Preferred Stock, Series E (Series E Preferred Stock), for aggregate proceeds of $1.75 billion.

During the quarter, the firm repurchased 14.3 million shares of its common stock at an average cost per share of $104.81, for a total cost of $1.50 billion. The remaining share authorization under the firm's existing repurchase program is 46.0 million shares. (5)

Under the regulatory capital guidelines currently applicable to bank holding companies (Basel 1), the firm's Tier 1 capital ratio (6) was 15.0% and the firm's Tier 1 common ratio (7) was 13.1% as of June 30, 2012, both up slightly compared with March 31, 2012.

• Total assets(8) were $949 billion as of June 30, 2012, compared with $951 billion as of March 31, 2012.

• Level 3 assets(8) were $47 billion as of June 30, 2012, compared with $48 billion as of March 31, 2012 and represented 4.9% of total assets.

• The firm's global core excess liquidity (9) was $175 billion as of June 30, 2012 and averaged $174 billion for the second quarter of 2012, compared with an average of $167 billion for the first quarter of 2012.

Group Inc. declared a dividend of $0.46 per common share to be paid on September 27, 2012 to common shareholders of record on August 30, 2012. The firm declared dividends of $239.58, $387.50, $255.56 and $255.56 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, 2012 to preferred shareholders of record on July 26, 2012. In addition, the firm declared a dividend of $1,055.56 per share of Series E Preferred Stock to be paid on September 4, 2012 to preferred shareholders of record on August 20, 2012.

Cautionary Note Regarding Forward-Looking Statements

This Report on Form 8-K contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking 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 year ended December 31, 2011.

Certain of the information regarding the firm's capital ratios, risk-weighted assets, total assets, level 3 assets and 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 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 year ended December 31, 2011.

                 THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

                              SEGMENT NET REVENUES

                                  (UNAUDITED)

                                 $ in millions



                                                                               Three Months Ended                                                  % Change From
                                                              June 30,               March 31,             June 30,                      March 31,               June 30,
                                                                2012                   2012                  2011                           2012                   2011
Investment Banking
Financial Advisory                                        $            469       $             489      $          637                             (4) %                  (26) %

Equity underwriting                                                    239                     255                 378                             (6)                    (37)
Debt underwriting                                                      495                     410                 433                             21                      14

Total Underwriting                                                     734                     665                 811                             10                      (9)

. . .

(d) Exhibits.

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

99.1 Press release of Group Inc. dated July 17, 2012 containing financial information for its second quarter ended June 30, 2012.