Bond Goldman Sachs 4.25% ( US38141GVR28 ) in USD

Goldman Sachs

100 % ▲

United States

US38141GVR28 ( in USD )

4.25% per year ( payment 2 times a year)

20/10/2025

Prospectus brochure of the bond Goldman Sachs US38141GVR28 en USD 4.25%, maturity 20/10/2025

2 000 USD

2 000 000 000 USD

38141GVR2

BBB- ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

21/04/2025 ( In 57 days )

Goldman Sachs is a leading global investment banking, securities, and investment management firm that provides a wide range of financial services to corporations, governments, and high-net-worth individuals.

The Bond issued by Goldman Sachs ( United States ) , in USD, with the ISIN code US38141GVR28, pays a coupon of 4.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 20/10/2025

The Bond issued by Goldman Sachs ( United States ) , in USD, with the ISIN code US38141GVR28, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Goldman Sachs ( United States ) , in USD, with the ISIN code US38141GVR28, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Prospectus Supplement Dated October 16, 2015
424B2 1 d89693d424b2.htm PROSPECTUS SUPPLEMENT DATED OCTOBER 16, 2015
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-198735

Prospectus Supplement to Prospectus dated September 15, 2014.

$2,000,000,000

T he Goldm a n Sa c hs Group, I nc .

4.25% Subordinated Notes due 2025

The Goldman Sachs Group, Inc. will pay interest on the subordinated notes at a rate of 4.25% per annum on April 21 and October 21 of each year.
The first such payment will be made on April 21, 2016. The subordinated notes will mature on the stated maturity date, October 21, 2025. If The Goldman
Sachs Group, Inc. becomes obligated to pay additional amounts to non-U.S. investors due to changes in U.S. withholding tax requirements, The Goldman
Sachs Group, Inc. may redeem the subordinated notes before their stated maturity at a price equal to 100% of the principal amount redeemed plus accrued
and unpaid interest to the redemption date. The subordinated notes are unsecured and rank junior in right of payment to The Goldman Sachs Group, Inc.'s
senior debt. Holders of the unsecured notes may accelerate the maturity of the subordinated notes only upon The Goldman Sachs Group, Inc.'s bankruptcy,
insolvency, or reorganization, and not as a result of The Goldman Sachs Group, Inc.'s failure to pay interest or principal when due or upon the occurrence of
another event of default.

N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny ot he r re gula t ory body ha s a pprove d or disa pprove d of t he se
se c urit ie s or pa sse d upon t he a c c ura c y or a de qua c y of t his prospe c t us supple m e nt or t he a c c om pa nying prospe c t us. Any
re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
T he subordina t e d not e s ha ve be e n re gist e re d unde r t he Se c urit ie s Ac t of 1 9 3 3 sole ly for t he purpose of sa le s in t he
U nit e d St a t e s; t he y ha ve not be e n a nd w ill not be re gist e re d for t he purpose of a ny sa le s out side t he U nit e d St a t e s.
The subordinated notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency,
nor are they obligations of, or guaranteed by, a bank.

Per Subordinated

Note

Total

Initial price to public

99.300%
$1,986,000,000
Underwriting discount

0.450%
$
9,000,000
Proceeds, before expenses, to The Goldman Sachs Group, Inc.

98.850%
$1,977,000,000

The initial price to public set forth above does not include accrued interest, if any. Interest on the subordinated notes will accrue from October 21,
2015 and must be paid by the purchaser if the subordinated notes are delivered after October 21, 2015.

The underwriters expect to deliver the subordinated notes through the facilities of The Depository Trust Company against payment in New York,
New York on October 21, 2015.
The Goldman Sachs Group, Inc. may use this prospectus supplement and the accompanying prospectus in the initial sale of the subordinated notes.
In addition, Goldman, Sachs & Co. or any other affiliate of The Goldman Sachs Group, Inc. may use this prospectus supplement and the accompanying
prospectus in a market-making transaction in the subordinated notes after their initial sale, and unless they inform the purchaser otherwise in the
confirmation of sale, this prospectus supplement and accompanying prospectus are being used by them in a market-making transaction.
Goldm a n, Sa c hs & Co.

ABN AM RO

BBV A Se c urit ie s
BN Y M e llon Ca pit a l M a rk e t s, LLC

Ca pit a l One Se c urit ie s
Com m e rzba nk

DBS Ba nk Lt d.
Fift h T hird Se c urit ie s

I N G
K e yBa nc Ca pit a l M a rk e t s

Lloyds Se c urit ie s
M izuho Se c urit ie s

N a t ix is
PN C Ca pit a l M a rk e t s LLC

RBC Ca pit a l M a rk e t s
RBS

Sa nt a nde r
Sc ot ia ba nk

SM BC N ik k o
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Prospectus Supplement Dated October 16, 2015
St a nda rd Cha rt e re d Ba nk

SunT rust Robinson H um phre y
T D Se c urit ie s

U S Ba nc orp
Dre x e l H a m ilt on

Loop Ca pit a l M a rk e t s
M isc hle r Fina nc ia l Group, I nc .

Sie be rt Ca pit a l M a rk e t s

Prospectus Supplement dated October 16, 2015.
Table of Contents
T ABLE OF CON T EN T S
Prospectus Supplement

Pa ge
Specific Terms of the Subordinated Notes
S-3
Additional Information About the Subordinated Notes
S-7
Employee Retirement Income Security Act
S-9
Validity of the Subordinated Notes
S-10
Experts
S-10
Review of Unaudited Condensed Consolidated Financial Statements by Independent Registered Public Accounting Firm
S-10
Underwriting
S-11
Conflicts of Interest
S-15
Prospectus dated September 15, 2014

Available Information

2
Prospectus Summary

4
Use of Proceeds

8
Description of Debt Securities We May Offer

9
Description of Warrants We May Offer

39
Description of Purchase Contracts We May Offer

56
Description of Units We May Offer

61
Description of Preferred Stock We May Offer

67
Description of Capital Stock of The Goldman Sachs Group, Inc.

75
Legal Ownership and Book-Entry Issuance

80
Considerations Relating to Floating Rate Securities

85
Considerations Relating to Indexed Securities

87
Considerations Relating to Securities Denominated or Payable in or Linked to a
Non-U.S. Dollar Currency

88
United States Taxation

91
Plan of Distribution
114
Conflicts of Interest
117
Employee Retirement Income Security Act
118
Validity of the Securities
119
Experts
119
Review of Unaudited Condensed Consolidated Financial Statements by Independent Registered Public Accounting Firm
120
Cautionary Statement Pursuant to the Private Securities Litigation Reform Act of 1995
120

We have not authorized anyone to provide any information or to make any representations other than those contained or
incorporated by reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectuses we have
prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may
provide. This prospectus supplement and the accompanying prospectus is an offer to sell only the subordinated notes offered
hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus
supplement and the accompanying prospectus is current only as of the respective dates of such documents.
Table of Contents
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Prospectus Supplement Dated October 16, 2015
SPECI FI C T ERM S OF T H E SU BORDI N AT ED N OT ES

Please note that throughout this prospectus supplement, references to "The Goldman Sachs Group, Inc.", "we", "our" and "us"
mean only The Goldman Sachs Group, Inc. and do not include its consolidated subsidiaries. Also, references to "holders"
mean The Depository Trust Company ("DTC") or its nominee and not indirect owners who own beneficial interests in
subordinated notes through participants in DTC. Please review the special considerations that apply to indirect owners in the
accompanying prospectus, under "Legal Ownership and Book-Entry Issuance".

The subordinated notes will be a series of subordinated debt securities issued under our subordinated debt indenture dated as
of February 20, 2004 between us and The Bank of New York Mellon, as trustee, as supplemented by the ninth supplemental
subordinated debt indenture thereto, dated as of May 20, 2015, as described below under "Additional Information about the
Subordinated Notes." We refer to the securities issued under the subordinated debt indenture as the subordinated debt securities.
This prospectus supplement summarizes specific financial and other terms that will apply to the subordinated notes; terms that
apply generally to all of our debt securities are described in "Description of Debt Securities We May Offer" in the accompanying
prospectus dated September 15, 2014. The terms described here supplement those described in the accompanying prospectus
and, if the terms described here are inconsistent with those described there, the terms described here are controlling.
Holders of the subordinated notes may be fully subordinated to interests held by the U.S. government or other creditors in the
event that we enter into a receivership, insolvency, liquidation or similar proceeding.
T e rm s of t he Subordina t e d N ot e s
The specific terms of this series of subordinated notes we are offering will be as follows:

· T it le of t he subordina t e d not e s: 4.25% Subordinated Notes due 2025

· I ssue r of t he subordina t e d not e s: The Goldman Sachs Group, Inc.

· T ot a l princ ipa l a m ount be ing issue d: $2,000,000,000

· I nit ia l pric e t o public : 99.300% of the principal amount

· U nde rw rit ing disc ount : 0.450% of the principal amount

· I ssue da t e : October 21, 2015

· St a t e d m a t urit y: October 21, 2025

· I nt e re st ra t e : 4.25% per annum

· Da t e int e re st st a rt s a c c ruing: October 21, 2015

· Due da t e s for int e re st : Every April 21 and October 21

· First due da t e for int e re st : April 21, 2016

· Re gula r re c ord da t e s for int e re st : For interest due on an interest payment date, the day immediately prior to the day on
which the payment is to be made (as such payment day may be adjusted under the applicable business day convention
specified below)

· Da y c ount c onve nt ion: 30/360 (ISDA)

· De nom ina t ion: $2,000 and integral multiples of $1,000 thereafter, subject to a minimum denomination of $2,000

· Busine ss da y: New York

· Busine ss da y c onve nt ion: Following unadjusted, as described in the accompanying prospectus under "Description of Debt
Securities We May Offer -- Calculations of Interest on Debt Securities -- Business Day Conventions"

S-3
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· De fe a sa nc e : The subordinated notes are not subject to defeasance or covenant defeasance by us

· Addit iona l a m ount s: We intend to pay principal and interest without deducting U.S. withholding taxes. If we are required to
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Prospectus Supplement Dated October 16, 2015
deduct U.S. withholding taxes from payment to non-U.S. investors, however, we will pay additional amounts on those payments,
but only to the extent described in the accompanying prospectus under "Description of Debt Securities We May Offer --
Payment of Additional Amounts."

· T a x Re de m pt ion: We will have the option to redeem the subordinated notes before they mature (at par plus accrued and
unpaid interest) if we become obligated to pay additional amounts because of changes in U.S. withholding tax requirements as
described in the accompanying prospectus under "Description of Debt Securities We May Offer -- Redemption and Repayment
-- Tax redemption". For purposes of the first paragraph under "Description of Debt Securities We May Offer -- Redemption and
Repayment -- Tax redemption", the specified date (on or after which any such changes that may occur will give rise to our
redemption right) is October 16, 2015.

· N o ot he r re de m pt ion: We will not be permitted to redeem the subordinated notes before their stated maturity, except as
described above. The subordinated notes will not be entitled to the benefit of any sinking fund -- that is, we will not deposit
money on a regular basis into any separate custodial account to repay your note.

· Re pa ym e nt a t opt ion of holde r: None

· Subordina t ion: The subordinated notes will be junior in right of payment to all of our senior debt. This means, among other
things, that we will not be permitted to pay interest, principal or any other amount on the subordinated notes (including upon
redemption) if a default under our senior debt has occurred and is continuing, until all the amounts owing on our senior debt
have been paid in full. As described further under "Additional Information about the Subordinated Notes -- Subordination
Provisions", the ninth supplemental subordinated indenture to our subordinated debt indenture defines "senior debt" to include
(i) all indebtedness and obligations of, or guaranteed or assumed by, The Goldman Sachs Group, Inc. that are for borrowed
money or evidenced by bonds, debentures, notes or other similar instruments, whether existing now or in the future,
(ii) obligations of The Goldman Sachs Group, Inc. that are similar to those in clause (i) above and arise from off-balance sheet
guarantees and direct credit substitutes, and (iii) all obligations of The Goldman Sachs Group, Inc. associated with derivative
products such as interest rate and foreign exchange contracts, commodity contracts and similar arrangements. As of December
31, 2014, The Goldman Sachs Group, Inc. had outstanding $170.8 billion of senior borrowings. "Senior debt" also includes similar
obligations arising from off-balance sheet guarantees and direct credit substitutes, and obligations for claims in respect of
derivative products, which are not included in such amount. For additional information about such other obligations, see our
Annual Report on Form 10-K for the fiscal year ended December 31, 2014. Our subordinated debt indenture does not limit the
amount of additional senior debt we may incur.

· Lim it e d Eve nt s of De fa ult ; N o Ac c e le ra t ion: The events of default under the subordinated notes will be limited to our
filing for bankruptcy or the occurrence of other events of bankruptcy, insolvency or reorganization relating to The Goldman Sachs
Group, Inc. The payment of principal of the subordinated notes may be accelerated only in certain events involving our
bankruptcy, insolvency or reorganization (but not the bankruptcy, insolvency or reorganization of any of our subsidiaries). There
will be no right of acceleration of the payment of principal of the subordinated notes upon a default in the payment of principal,
interest or any other amount (including upon redemption) on the subordinated notes or in the performance of any of our
covenants or agreements contained in the subordinated notes or in our subordinated debt indenture. No such payment or
performance default will result in an event of default under the subordinated notes or permit any holders or the trustee to take
action to enforce the subordinated notes or the subordinated debt indenture, except that a holder will be entitled at any time to
bring a lawsuit for the payment of money due on the

S-4
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subordinated notes of such holder. The foregoing supersedes the information in "Description of Debt Securities We May Offer --
Default, Remedies and Waiver of Default" in the accompanying prospectus.

· CU SI P N o.: 38141GVR2

· I SI N N o.: US38141GVR28

· FDI C: The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other
governmental agency, nor are they obligations of, or guaranteed by, a bank.

S-5
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Prospectus Supplement Dated October 16, 2015
Table of Contents
U nit e d St a t e s Fe de ra l I nc om e T a x Conse que nc e s
Please see the discussion under "United States Taxation" in the accompanying prospectus.

S-6
Table of Contents
ADDI T I ON AL I N FORM AT I ON ABOU T T H E SU BORDI N AT ED N OT ES
Subordination Provisions
The subordinated notes will be subordinate and junior in right of payment, to the extent and in the manner stated in the
subordinated debt indenture, to all of our senior debt including all debt securities we have issued and will issue under either of our
senior debt indentures and all warrants we will issue under the warrant indenture.
The ninth supplemental subordinated debt indenture to the subordinated debt indenture defines "senior debt" as (i) all
indebtedness and obligations of, or guaranteed or assumed by, The Goldman Sachs Group, Inc. that are for borrowed money or
evidenced by bonds, debentures, notes or other similar instruments, whether existing now or in the future, (ii) obligations of The
Goldman Sachs Group, Inc. that are similar to those in clause (i) above and arise from off-balance sheet guarantees and direct
credit substitutes, and (iii) all obligations of The Goldman Sachs Group, Inc. associated with derivative products such as interest
rate and foreign exchange contracts, commodity contracts and similar arrangements, and, in each case, all amendments, renewals,
extensions, modifications and refundings of any indebtedness or obligations of that kind. Senior debt excludes the subordinated
debt securities, including the subordinated notes offered hereby, and any other indebtedness or obligations specifically designated
as being subordinate, or not superior, in right of payment to the subordinated debt securities.
The subordinated debt indenture provides that, unless all principal of and any premium or interest on the senior debt has been
paid in full, no payment or other distribution may be made in respect of the subordinated notes in the following circumstances:

· in the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization, assignment for creditors
or other similar proceedings or events involving us or our assets;

· (a) in the event and during the continuation of any default in the payment of principal, premium or interest on any senior debt
beyond any applicable grace period or (b) in the event that any event of default with respect to any senior debt has occurred and
is continuing, permitting the holders of that senior debt (or a trustee) to accelerate the maturity of that senior debt, whether or not
the maturity is in fact accelerated (unless, in the case of (a) or (b), the payment default or event of default has been cured or
waived or ceased to exist and any related acceleration has been rescinded) or (c) in the event that any judicial proceeding is
pending with respect to a payment default or event of default described in (a) or (b); or

· in the event that any subordinated debt securities have been declared due and payable before their stated maturity.
Holders of the subordinated notes may be fully subordinated to interests held by the U.S. government or other creditors in the
event that we enter into a receivership, insolvency, liquidation or similar proceeding.
If the trustee under the subordinated debt indenture or any holders of the subordinated debt securities receive any payment or
distribution that is prohibited under the subordination provisions, then the trustee or the holders will have to repay that money to
the holders of the senior debt.
Even if the subordination provisions prevent us from making any payment when due on the subordinated debt securities of
any series we will be in default on our obligations under that series if we do not make the payment when due. This means that the
trustee under the subordinated debt indenture and the holders of that series can take action against us, but they will not receive
any money until the claims of the holders of senior debt have been fully satisfied.
The subordinated debt indenture allows the holders of senior debt to obtain a court order requiring us and any holder of
subordinated debt securities to comply with the subordination provisions.

S-7
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Prospectus Supplement Dated October 16, 2015
The foregoing supersedes the information in "Description of Debt Securities We May Offer -- Default, Remedies and Waiver
of Default" in the accompanying prospectus.
Redemption
Tax Redemption
We will have the option to redeem the subordinated notes before they mature (at par plus accrued and unpaid interest) if we
become obligated to pay additional amounts because of changes in U.S. withholding tax requirements as described in the
accompanying prospectus under "Description of Debt Securities We May Offer -- Redemption and Repayment -- Tax redemption".
For purposes of the first paragraph under "Description of Debt Securities We May Offer -- Redemption and Repayment -- Tax
redemption", the specified date (on or after which any such changes that may occur will give rise to our redemption right) is
October 16, 2015.
Prior Federal Reserve Approval
Our ability to exercise the option to redeem the subordinated notes prior to their maturity date, in the circumstance described
above, is subject to our first having received prior approval of the Board of Governors of the Federal Reserve System to redeem
the subordinated notes.
Book-Entry System
We will issue the subordinated notes as global notes registered in the name of DTC, or its nominee. The sale of the
subordinated notes will settle in immediately available funds through DTC. You will not be permitted to withdraw the subordinated
notes from DTC except in the limited situations described in the accompanying prospectus under "Legal Ownership and Book-Entry
Issuance -- What Is a Global Security? -- Holder's Option to Obtain a Non-Global Security; Special Situations When a Global
Security Will Be Terminated".
Investors may hold interests in a global note through organizations that participate, directly or indirectly, in the DTC system.
See "Legal Ownership and Book-Entry Issuance" in the accompanying prospectus for additional information about indirect
ownership of interests in the subordinated notes.
Our Relationship With the Trustee
An affiliate of the trustee under our subordinated debt indenture is acting as an underwriter in this offering. For additional
information, see "Description of Debt Securities We May Offer -- Our Relationship With the Trustee" in the accompanying
prospectus.

S-8
Table of Contents
EM PLOY EE RET I REM EN T I N COM E SECU RI T Y ACT

This section is only relevant to you if you are an insurance company or the fiduciary of a pension plan or an employee benefit
plan (including a governmental plan, an IRA or a Keogh Plan) proposing to invest in the subordinated notes.

The U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the U.S. Internal Revenue Code of
1986, as amended (the "Code"), prohibit certain transactions ("prohibited transactions") involving the assets of an employee benefit
plan that is subject to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code (including individual retirement
accounts, Keogh plans and other plans described in Section 4975(e)(1) of the Code) (a "Plan") and certain persons who are
"parties in interest" (within the meaning of ERISA) or "disqualified persons" (within the meaning of the Code) with respect to the
Plan; governmental plans may be subject to similar prohibitions unless an exemption applies to the transaction. The assets of a
Plan may include assets held in the general account of an insurance company that are deemed "plan assets" under ERISA or
assets of certain investment vehicles in which the Plan invests. Each of The Goldman Sachs Group, Inc. and certain of its affiliates
may be considered a "party in interest" or a "disqualified person" with respect to many Plans, and, accordingly, prohibited
transactions may arise if the subordinated notes are acquired by or on behalf of a Plan unless those subordinated notes are
acquired and held pursuant to an available exemption. In general, available exemptions are: transactions effected on behalf of that
Plan by a "qualified professional asset manager" (prohibited transaction exemption 84-14) or an "in-house asset manager"
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Prospectus Supplement Dated October 16, 2015
(prohibited transaction exemption 96-23), transactions involving insurance company general accounts (prohibited transaction
exemption 95-60), transactions involving insurance company pooled separate accounts (prohibited transaction exemption 90-1),
transactions involving bank collective investment funds (prohibited transaction exemption 91-38) and transactions with service
providers under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code where the Plan receives no less and pays no
more than "adequate consideration" (within the meaning of Section 408(b)(17) of ERISA and Section 4975(f)(10) of the Code). The
person making the decision on behalf of a Plan or a governmental plan shall be deemed, on behalf of itself and the plan, by
purchasing and holding the subordinated notes, or exercising any rights related thereto, to represent that (a) the plan will receive no
less and pay no more than "adequate consideration" (within the meaning of Section 408(b)(17) of ERISA and Section 4975(f)(10) of
the Code) in connection with the purchase and holding of the subordinated notes, (b) none of the purchase, holding or disposition
of the subordinated notes or the exercise of any rights related to the subordinated notes will result in a non-exempt prohibited
transaction under ERISA or the Code (or, with respect to a governmental plan, under any similar applicable law or regulation), and
(c) neither The Goldman Sachs Group, Inc. nor any of its affiliates is a "fiduciary" (within the meaning of Section 3(21) of ERISA (or
any regulations thereunder) or, with respect to a governmental plan, under any similar applicable law or regulation) with respect to
the purchaser or holder in connection with such person's acquisition, disposition or holding of the subordinated notes, or as a result
of any exercise by The Goldman Sachs Group, Inc. or any of its affiliates of any rights in connection with the subordinated notes,
and no advice provided by The Goldman Sachs Group, Inc. or any of its affiliates has formed a primary basis for any investment
decision by or on behalf of such purchaser or holder in connection with the subordinated notes and the transactions contemplated
with respect to the subordinated notes.

If you are an insurance company or the fiduciary of a pension plan or an employee benefit plan (including a governmental
plan, an IRA or a Keogh plan) and propose to invest in the subordinated notes described in this prospectus supplement and
accompanying prospectus, you should consult your legal counsel.

S-9
Table of Contents
V ALI DI T Y OF T H E SU BORDI N AT ED N OT ES
The validity of the subordinated notes will be passed upon for the underwriters by Sullivan & Cromwell LLP, New York, New
York. Sullivan & Cromwell LLP has in the past represented and continues to represent The Goldman Sachs Group, Inc. on a
regular basis and in a variety of matters, including offerings of our common stock, preferred stock and debt securities. Sullivan &
Cromwell LLP also performed services for The Goldman Sachs Group, Inc. in connection with the offering of the subordinated
notes described in this prospectus supplement.
EX PERT S
The financial statements of The Goldman Sachs Group, Inc. incorporated herein by reference to the Annual Report on Form
10-K for the fiscal year ended December 31, 2014 have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
The historical income statement data, balance sheet data and common share data set forth in "Selected Financial Data" as of
and for the years ended December 31, 2014, December 31, 2013, December 31, 2012, December 31, 2011 and December 31,
2010 incorporated by reference in this prospectus supplement have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in
auditing and accounting.
REV I EW OF U N AU DI T ED CON DEN SED CON SOLI DAT ED FI N AN CI AL
ST AT EM EN T S BY I N DEPEN DEN T REGI ST ERED PU BLI C ACCOU N T I N G FI RM
With respect to the unaudited condensed consolidated financial statements of The Goldman Sachs Group, Inc. for (i) the three
month periods ended March 31, 2015 and 2014, and (ii) the three month and six month periods ended June 30, 2015 and June
30, 2014, incorporated herein by reference to the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015 and
June 30, 2015, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional
standards for a review of such information. However, their separate reports dated May 4, 2015 and July 31, 2015, incorporated by
reference in this prospectus supplement state that they did not audit and they do not express an opinion on that unaudited
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Prospectus Supplement Dated October 16, 2015
condensed consolidated financial information. Accordingly, the degree of reliance on their reports on such information should be
restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability
provisions of Section 11 of the Securities Act of 1933 for their reports on the unaudited condensed consolidated financial
statements because those reports are not a "report" or a "part" of the registration statements prepared or certified by
PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Securities Act of 1933.

S-10
Table of Contents
U N DERWRI T I N G
We and the underwriters named below have entered into an underwriting agreement with respect to the subordinated notes.
Subject to certain conditions, each underwriter named below has severally agreed to purchase the principal amount of subordinated
notes indicated in the following table:

Principal Amount
of Subordinated
Underwriters

Notes

Goldman, Sachs & Co.

$ 1,520,000,000
ABN AMRO Securities (USA) LLC

20,000,000
BBVA Securities Inc.

20,000,000
BNY Mellon Capital Markets, LLC

20,000,000
Capital One Securities, Inc.

20,000,000
Commerz Markets LLC

20,000,000
DBS Bank Ltd.

20,000,000
Fifth Third Securities, Inc.

20,000,000
ING Financial Markets LLC

20,000,000
KeyBanc Capital Markets Inc.

20,000,000
Lloyds Securities Inc.

20,000,000
Mizuho Securities USA Inc.

20,000,000
Natixis Securities Americas LLC

20,000,000
PNC Capital Markets LLC

20,000,000
RBC Capital Markets, LLC

20,000,000
RBS Securities Inc.

20,000,000
Santander Investment Securities Inc.

20,000,000
Scotia Capital (USA) Inc.

20,000,000
SMBC Nikko Securities America, Inc.

20,000,000
Standard Chartered Bank

20,000,000
SunTrust Robinson Humphrey, Inc.

20,000,000
TD Securities (USA) LLC

20,000,000
U.S. Bancorp Investments, Inc.

20,000,000
Drexel Hamilton, LLC

10,000,000
Loop Capital Markets, LLC

10,000,000
Mischler Financial Group, Inc.

10,000,000
Siebert Brandford Shank & Co., L.L.C.

10,000,000

Total

$ 2,000,000,000

The underwriters are committed to take and pay for all of the subordinated notes being offered, if any are taken.
The following table shows the per note and total underwriting discounts and commissions to be paid to the underwriters by us.

Per $1,000 note

$
4.50
Total

$9,000,000
The subordinated notes sold by the underwriters to the public will initially be offered at the initial price to public set forth on
the cover of this prospectus supplement. Any subordinated notes sold by the underwriters to securities dealers may be sold at a
discount from the initial price to public of up to 0.270% of the principal amount of the subordinated notes. Any such securities
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Prospectus Supplement Dated October 16, 2015
dealers may resell any subordinated notes purchased from the underwriters to certain other brokers or dealers at a discount from
the initial price to public of up to 0.150% of the principal amount of the subordinated notes. If all the subordinated notes are not
sold at the initial price to public, the underwriters may change the initial

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price to public and the other selling terms. The offering of the subordinated notes by the underwriters is subject to their receipt and
acceptance of the subordinated notes and subject to their right to reject any order in whole or in part.
The underwriters intend to offer the subordinated notes for sale in the United States either directly or through affiliates or other
dealers acting as selling agents. The underwriters may also offer the subordinated notes for sale outside the United States either
directly or through affiliates or other dealers acting as selling agents. This prospectus supplement may be used by the underwriters
and other dealers in connection with offers and sales of subordinated notes made in the United States, including offers and sales in
the United States of subordinated notes initially sold outside the United States. The subordinated notes have not been, and will not
be, registered under the Securities Act of 1933 for the purpose of offers or sales outside the United States.
The subordinated notes are a new issue of securities with no established trading market. We have been advised by Goldman,
Sachs & Co. and Goldman Sachs International that they intend to make a market in the subordinated notes. Other affiliates of The
Goldman Sachs Group, Inc. may also do so. Neither Goldman, Sachs & Co. or Goldman Sachs International nor any other affiliate,
however, is obligated to do so and any of them may discontinue market-making at any time without notice. No assurance can be
given as to the liquidity or the trading market for the subordinated notes.
Please note that the information about the original issue date, original price to public and net proceeds to The Goldman Sachs
Group, Inc. on the front cover page relates only to the initial sale of the subordinated notes. If you have purchased a subordinated
note in a market-making transaction after the initial sale, information about the price and date of sale to you will be provided in a
separate confirmation of sale.
Each underwriter has represented and agreed that it will not offer or sell the subordinated notes in the United States or to
United States persons except if such offers or sales are made by or through Financial Industry Regulatory Authority, Inc. ("FINRA")
member broker-dealers, as permitted by FINRA regulations.
Each underwriter has represented and agreed that:

(a) in relation to any subordinated notes that have a maturity of less than one year (i) it is a person whose ordinary activities
involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its
business and (ii) it has not offered or sold and will not offer or sell any subordinated notes other than to persons whose

ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the
purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as
principal or agent) for the purposes of their businesses where the issue of the subordinated notes would otherwise
constitute a contravention of Section 19 of the Financial Services and Markets Act 2000 (the "FSMA") by us;

(b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an
invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in

connection with the issue or sale of such subordinated notes in circumstances in which Section 21(1) of the FSMA does
not apply to us; and

(c) it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to

the subordinated notes in, from or otherwise involving the United Kingdom.
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a
"Relevant Member State") with effect from and including the date on which the Prospectus Directive is implemented in that
Relevant Member State (the "Relevant Implementation Date") an offer of subordinated notes which are the subject of the offering

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contemplated by this prospectus supplement in relation thereto may not be made to the public in that Relevant Member State
except that, with effect from and including the Relevant Implementation Date, an offer of such subordinated notes may be made to
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Prospectus Supplement Dated October 16, 2015
the public in that Relevant Member State:

a) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;

b) at any time to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD

Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive),
subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or

c) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer

of subordinated notes referred to above shall require the Issuer or any Dealer to publish a prospectus pursuant to Article
3 of the Prospectus Directive.
For the purposes of this provision, the expression "an offer of notes to the public" in relation to any subordinated notes in any
Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer
and the subordinated notes to be offered so as to enable an investor to decide to purchase or subscribe the subordinated notes, as
the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the
expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending
Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the
Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
This prospectus supplement does not constitute a "prospectus" (as defined in section 2(1) of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong)) (the "Companies (Winding Up and Miscellaneous
Provisions) Ordinance"), nor is it an advertisement, invitation or document containing an advertisement or invitation falling within the
meaning of section 103 of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the "Securities and Futures
Ordinance"). The subordinated notes (except for subordinated notes which are a "structured product" as defined in the Securities
and Futures Ordinance) may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which
do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance
or which do not constitute an invitation to the public within the meaning of the Securities and Futures Ordinance, or (ii) to
"professional investors" as defined in the Securities and Futures Ordinance and any rules made thereunder, or (iii) in other
circumstances which do not result in the document being a "prospectus" as defined in the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, and no advertisement, invitation or document relating to the subordinated notes may be
issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere),
which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to
do so under the securities laws of Hong Kong) other than with respect to subordinated notes which are or are intended to be
disposed of only to persons outside Hong Kong or only to "professional investors" in Hong Kong as defined in the Securities and
Futures Ordinance and any rules made thereunder. This prospectus supplement is for distribution in Hong Kong only to
"professional investors" as defined in the Securities and Futures Ordinance and any rules made thereunder.
This prospectus supplement and the accompanying prospectus have not been registered as a prospectus with the Monetary
Authority of Singapore. Accordingly, this prospectus supplement, the accompanying prospectus and any other document or material
in connection with the offer or sale, or invitation for subscription or purchase, of the subordinated notes may not be circulated or
distributed, nor may the subordinated notes be offered or sold, or be made the subject of an invitation for subscription or purchase,
whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the
Securities and Futures Act, Chapter 289 of

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Singapore (the "SFA")) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant
to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions
specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable
provision of the SFA, in each case subject to conditions set forth in the SFA.
Where the subordinated notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a
corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold
investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the
securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferred except: (1) to an institutional investor
under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises
from an offer in that corporation's securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given
for the transfer, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures
(Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore ("Regulation 32").
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Document Outline

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