Bond Goldman Sachs 3.625% ( US38141GXE96 ) in USD

Goldman Sachs

100 % ▲

United States

US38141GXE96 ( in USD )

3.625% per year ( payment 2 times a year)

20/02/2024 - Bond has expired

Prospectus brochure of the bond Goldman Sachs US38141GXE96 in USD 3.625%, expired

2 000 USD

1 500 000 000 USD

38141GXE9

BBB+ ( Lower medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

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.

Goldman Sachs' US$1,500,000,000 3.625% bond (CUSIP: 38141GXE9, ISIN: US38141GXE96), issued in USD and maturing on 20/02/2024, with a minimum trading size of 2,000, has reached maturity and been redeemed at 100%, having received ratings of BBB+ from S&P and A2 from Moody's, and paying semi-annually.

PROSPECTUS SUPPLEMENT DATED FEBRUARY 13, 2019
424B2 1 d705990d424b2.htm PROSPECTUS SUPPLEMENT DATED FEBRUARY 13, 2019
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-219206
Prospectus Supplement to Prospectus dated July 10, 2017.

$1,500,000,000
T he Goldm a n Sa c hs Group, I nc .
3.625% Notes due 2024

The Goldman Sachs Group, Inc. will pay interest on the notes at a rate of 3.625% per annum on February 20 and August 20 of each year. The first such payment will be
made on August 20, 2019. The notes will mature on the stated maturity date, February 20, 2024. 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 notes before their stated maturity at a price equal to
100% of the principal amount redeemed plus accrued interest to the redemption date. In addition, The Goldman Sachs Group, Inc. may redeem the notes (i) on or after August 20,
2019, and to, but excluding, January 20, 2024, at the greater of par or a "make-whole" price calculated as described herein, and (ii) on January 20, 2024, at par, in each case plus
accrued and unpaid interest. See "Specific Terms of the Notes -- Terms of the Notes -- Optional Redemption -- Make-Whole to Par Call Date" and "Specific Terms of the Notes
-- Terms of the Notes -- Optional Redemption -- Par Call" below.

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 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 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 Note

Total

Initial price to public

99.878%

$ 1,498,170,000
Underwriting discount

0.350%

$
5,250,000
Proceeds, before expenses, to The Goldman Sachs Group, Inc.

99.528%

$ 1,492,920,000

The initial price to public set forth above does not include accrued interest, if any. Interest on the notes will accrue from February 20, 2019 and must be paid by the
purchaser if the notes are delivered after February 20, 2019.

The underwriters expect to deliver the notes through the facilities of The Depository Trust Company against payment in New York, New York on February 20, 2019.
The Goldman Sachs Group, Inc. may use this prospectus supplement and the accompanying prospectus in the initial sale of the notes. In addition, Goldman Sachs & Co.
LLC 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 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. LLC

BAN K I A

BB& T Ca pit a l M a rk e t s
BBV A Se c urit ie s

BM O Ca pit a l M a rk e t 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 onw e a lt h Ba nk of Aust ra lia

Fift h T hird Se c urit ie s
FT N Fina nc ia l Se c urit ie s Corp.

H unt ingt on Ca pit a l M a rk e t 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
Ra bo Se c urit ie s

RBC Ca pit a l M a rk e t s
Re gions Se c urit ie s LLC

Sc ot ia ba nk
SM BC N ik k o

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 niCre dit Ca pit a l M a rk e t s

U S Ba nc orp
We st pa c Ca pit a l M a rk e t s, LLC

Ac a de m y Se c urit ie s, I nc .
Dre x e l H a m ilt on

M isc hle r Fina nc ia l Group, I nc .
R. Se e la us & Co., LLC

T he Willia m s Ca pit a l Group, L.P.

Prospectus Supplement dated February 13, 2019.
Table of Contents
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PROSPECTUS SUPPLEMENT DATED FEBRUARY 13, 2019
T ABLE OF CON T EN T S
Prospectus Supplement

Pa ge
Specific Terms of the Notes

S-3
Employee Retirement Income Security Act

S-7
Validity of the Notes

S-8
Experts

S-8
Review of Unaudited Condensed Consolidated Financial Statements by Independent Registered Public Accounting Firm

S-8
Underwriting

S-9
Conflicts of Interest

S-13

Prospectus dated July 10, 2017
Available Information

2
Prospectus Summary

4
Risks Relating to Regulatory Resolution Strategies and Long-Term Debt Requirements

8
Use of Proceeds

13
Description of Debt Securities We May Offer

14
Description of Warrants We May Offer

45
Description of Purchase Contracts We May Offer

61
Description of Units We May Offer

66
Description of Preferred Stock We May Offer

71
Description of Capital Stock of The Goldman Sachs Group, Inc

79
Legal Ownership and Book-Entry Issuance

84
Considerations Relating to Floating Rate Securities

89
Considerations Relating to Indexed Securities

90
Considerations Relating to Securities Denominated or Payable in or Linked to a Non-U.S. Dollar Currency

91
United States Taxation

94
Plan of Distribution

116
Conflicts of Interest

118
Employee Retirement Income Security Act

119
Validity of the Securities

120
Experts

120
Review of Unaudited Condensed Consolidated Financial Statements by Independent Registered Public Accounting Firm

121
Cautionary Statement Pursuant to the Private Securities Litigation Reform Act of 1995

121

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 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
SPECI FI C T ERM S OF T H E 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 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 notes will be a series of senior debt securities issued under our senior debt indenture dated as of July 16, 2008, as amended by
the Fourth Supplemental Indenture dated December 31, 2016, and as it may be further amended or supplemental from time to time,
between us and The Bank of New York Mellon, as trustee. This prospectus supplement summarizes specific financial and other terms that
will apply to the 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 July 10, 2017. 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.
T e rm s of t he N ot e s
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PROSPECTUS SUPPLEMENT DATED FEBRUARY 13, 2019
The specific terms of this series of notes we are offering will be as follows:

· T it le of t he not e s: 3.625% Notes due 2024

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

· T ot a l princ ipa l a m ount be ing issue d: $1,500,000,000

· I nit ia l pric e t o public : 99.878% of the principal amount

· U nde rw rit ing disc ount : 0.350% of the principal amount

· I ssue da t e : February 20, 2019

· St a t e d m a t urit y: February 20, 2024

· I nt e re st ra t e : 3.625% per annum

· Da t e int e re st st a rt s a c c ruing: February 20, 2019

· Due da t e s for int e re st : Every February 20 and August 20

· First due da t e for int e re st : August 20, 2019

· 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), as further described below under "-- Additional Information About the Notes -- Day Count
Convention"

· 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"

· Lim it e d e ve nt s of de fa ult : The only events of default for the notes are (i) interest or principal payment defaults that continue for 30
days and (ii) certain insolvency events. No other breach or default under our senior debt indenture or the notes will result in an event of
default for the notes or permit the trustee or holders to accelerate the maturity of the notes -- that is, they will not be entitled to declare
the principal amount of any notes to be immediately due and payable. See "Risks Relating

S-3
Table of Contents
to Regulatory Resolution Strategies and Long-Term Debt Requirements" and "Description of Debt Securities We May Offer -- Default,

Remedies and Waiver of Default -- Events of Default -- Securities Issued on or After January 1, 2017 Under the 2008 Indenture" in the
accompanying prospectus for further details.

· De fe a sa nc e : The notes are subject to defeasance and covenant defeasance by us, as described in the accompanying prospectus
under "Description of Debt Securities We May Offer -- Defeasance and Covenant Defeasance"

· 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 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 notes before they mature (at par plus accrued 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 February 13, 2019.

· Opt iona l Re de m pt ion -- M a k e -Whole t o Pa r Ca ll Da t e : In addition, on or after August 20, 2019 (or, if any additional notes are
issued after February 20, 2019, beginning six months after the last issue date for the additional notes), and to, but excluding, January
20, 2024, we may redeem the notes at our option, in whole at any time or in part from time to time, upon not less than 15 days' nor
more than 60 days' prior written notice, at a redemption price equal to the greater of (1) 100% of the principal amount of the notes to
be redeemed or (2) as determined by the quotation agent described below, the sum of the present values of the remaining scheduled
payments of principal and interest to the stated maturity date on the notes to be redeemed, assuming for this purpose that the notes
would mature on January 20, 2024 (rather than the stated maturity date), not including any portion of these payments of interest
accrued as of the date on which the notes are to be redeemed, discounted to the date on which the notes are to be redeemed on a
semi-annual basis (applying the 30/360 (ISDA) day count convention described below), at the treasury rate (as described under
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PROSPECTUS SUPPLEMENT DATED FEBRUARY 13, 2019
"Additional Information About the Notes -- Make-Whole Redemption" below) plus 20 basis points, plus, in each case, accrued and
unpaid interest to but excluding the redemption date.

· Opt iona l Re de m pt ion -- Pa r Ca ll: In addition, on January 20, 2024, we may redeem the notes at our option, in whole, but not in
part, upon not less than 15 days' nor more than 60 days' prior written notice, at a redemption price equal to 100% of the principal
amount of the notes being redeemed plus accrued and unpaid interest to but excluding the redemption date. We will give the notice of
redemption in the manner described under "Description of Debt Securities We May Offer -- Notices" in the accompanying prospectus.
We will give the notice of redemption in the manner described under "Description of Debt Securities We May Offer -- Notices" in the
accompanying prospectus.

· N o ot he r re de m pt ion: We will not be permitted to redeem the notes before their stated maturity, except as described above. The
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

· CU SI P N o.: 38141GXE9

· I SI N N o.: US38141GXE96

· 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-4
Table of Contents
Addit iona l I nform a t ion About t he N ot e s
Make-Whole Redemption
For purposes of the "make-whole" redemption provision described under "Make-Whole Redemption" above, the "treasury rate" will
be:

· the yield, under the heading which represents the average for the week immediately prior to the date of calculation, appearing
in the most recently published statistical release appearing on the website of the Board of Governors of the Federal Reserve
System or in another recognized electronic source, in each case as determined by the quotation agent in its sole discretion,
and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity, for the maturity most

closely corresponding to the remaining term of the notes to be redeemed, assuming for this purpose that the notes would
mature on January 20, 2024 (rather than the stated maturity date), or if no maturity is within three months before or after this
time period, yields for the two published maturities most closely corresponding to this time period will be determined and the
treasury rate will be interpolated or extrapolated from those yields on a straight-line basis, rounding to the nearest month; or

· if the release or any successor release is not published during the week preceding the calculation date or does not contain
such yields, the annual rate equal to the semi-annual equivalent yield to maturity of the comparable treasury issue (as

described below), calculated using a price for the comparable treasury issue, expressed as a percentage of its principal amount,
equal to the comparable treasury price (as described below) for the redemption date.
The treasury rate will be calculated on the third business day preceding the redemption date.
We will initially appoint Goldman Sachs & Co. LLC or its successor to act as our quotation agent. However, if Goldman Sachs & Co.
LLC ceases to be a primary U.S. Government securities dealer in New York City, we will appoint another primary U.S. Government
securities dealer as our quotation agent.
The "comparable treasury issue," with respect to any redemption date, means the United States Treasury security selected by the
quotation agent as being the most recently issued United States Treasury note or bond as displayed by Bloomberg L.P. (or any successor
service) on screens PX1 through PX8 (or any other screens as may replace such screens on such service) that has a remaining term
comparable to the remaining term of the notes to be redeemed, assuming for this purpose that the notes would mature on January 20,
2024 (rather than the stated maturity date).
The "comparable treasury price", with respect to any redemption date, will be (1) the average of five reference treasury dealer
quotations (as described below) for such redemption date, after excluding the highest and lowest of such reference treasury dealer
quotations, or (2) if the quotation agent obtains fewer than five such reference treasury dealer quotations, the average of all such
quotations.
The "reference treasury dealer quotations" means, with respect to each reference treasury dealer (as described below) and any
redemption date, the average, as determined by the quotation agent, of the bid and ask prices for the comparable treasury issue,
expressed in each case as a percentage of its principal amount, quoted in writing to the quotation agent by such reference treasury dealer
at 5:00 p.m., New York City time, on the third business day preceding such redemption date.
The "reference treasury dealer" will be (1) the quotation agent or (2) any other primary U.S. Government securities dealer selected by
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PROSPECTUS SUPPLEMENT DATED FEBRUARY 13, 2019
the quotation agent after consultation with us.
Day Count Convention
As further described under "Description of Debt Securities We May Offer -- Calculations of Interest on Debt Securities -- Interest
Rates and Interest" in the accompanying prospectus, for each interest period the amount of accrued interest will be calculated by
multiplying the principal amount of the note by an accrued interest factor for the interest period. The accrued interest factor will be
determined by multiplying the per annum interest rate by a factor resulting from the specified day count convention.

S-5
Table of Contents
The day count convention is 30/360 (ISDA), and the factor is the number of days in the interest period in respect of which payment is
being made divided by 360, calculated on a formula basis as follows, as described in Section 4.16(f) of the 2006 ISDA Definitions
published by the International Swaps and Derivatives Association, without regard to any subsequent amendments or supplements:

2
1
2
1
2
1
Day Count Fraction =

[360 × (Y Y )] + [30 × (M M )] + (D D )

360

w he re :
"Y1" is the year, expressed as a number, in which the first day of the interest period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the last day included in the interest period falls;
"M1" is the calendar month, expressed as a number, in which the first day of the interest period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the last day included in the interest period
falls;
"D1" is the first calendar day, expressed as a number, of the interest period, unless such number would be 31, in which case D1 will be
30; and
"D2" is the calendar day, expressed as a number, immediately following the last day included in the interest period, unless such number
would be 31 and D1 is greater than 29, in which case D2 will be 30.
Book-Entry System
We will issue the notes as global notes registered in the name of DTC, or its nominee. The sale of the notes will settle in
immediately available funds through DTC. You will not be permitted to withdraw the 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 notes.
Our Relationship With the Trustee
An affiliate of the trustee under our senior 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.
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 refer to the discussion under "United States Taxation" in the accompanying prospectus for a description of the material U.S.
federal income tax consequences of ownership and disposition of the notes.
As described under "United States Taxation -- Foreign Account Tax Compliance Act (FATCA) Withholding" in the accompanying
prospectus, payments of gross proceeds from a sale or other disposition of debt securities could be subject to FATCA withholding if such
disposition occurs on or after January 1, 2019. However, the U.S. Treasury Department recently released proposed regulations that, if
finalized in their present form, would eliminate the FATCA withholding tax of 30% that otherwise would be applicable to gross proceeds
from sales or other dispositions of the notes. In its preamble to such proposed regulations, the U.S. Treasury Department has stated that
taxpayers may generally rely on the proposed regulations until final regulations are issued.

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Table of Contents
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PROSPECTUS SUPPLEMENT DATED FEBRUARY 13, 2019
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 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 notes are acquired by or on behalf of a Plan unless those
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" (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 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 notes, (b) none of the
purchase, holding or disposition of the notes or the exercise of any rights related to the 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, 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 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 notes, and neither The Goldman Sachs Group, Inc. nor any of its affiliates has provided
investment advice in connection with such person's acquisition, disposition or holding of the 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 notes described in this prospectus supplement and accompanying prospectus, you
should consult your legal counsel.

S-7
Table of Contents
V ALI DI T Y OF T H E N OT ES
The validity of the 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 notes described in this prospectus supplement.
EX PERT S
The financial statements and management's assessment of the effectiveness of internal control over financial reporting (which is
included in Management's Report on Internal Control over Financial Reporting) of The Goldman Sachs Group, Inc. incorporated in this
prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December 31, 2017 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, 2017, December 31, 2016, December 31, 2015, December 31, 2014 and December 31, 2013 incorporated
in this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December 31, 2017 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.
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PROSPECTUS SUPPLEMENT DATED FEBRUARY 13, 2019
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, 2018 and 2017, (ii) the three month and six month periods ended June 30, 2018 and 2017 and (iii) the three
month and nine month periods ended September 30, 2018 and 2017, incorporated by reference in this prospectus supplement,
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 (i) May 3, 2018, (ii) August 2, 2018 and (iii) November 2, 2018 incorporated by
reference in this prospectus supplement state that they did not audit and they do not express an opinion on that unaudited 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-8
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 notes. Subject to certain
conditions, each underwriter named below has severally agreed to purchase the principal amount of notes indicated in the following table:

Principal Amount
Underwriters

of Notes

Goldman Sachs & Co. LLC

$1,158,750,000
BANKIA SA

11,250,000
BB&T Capital Markets, a division of BB&T Securities, LLC

11,250,000
BBVA Securities Inc.

11,250,000
BMO Capital Markets Corp.

11,250,000
BNY Mellon Capital Markets, LLC

11,250,000
Capital One Securities, Inc.

11,250,000
Commonwealth Bank of Australia

11,250,000
Fifth Third Securities, Inc.

11,250,000
FTN Financial Securities Corp.

11,250,000
ING Financial Markets LLC

11,250,000
KeyBanc Capital Markets Inc.

11,250,000
Lloyds Securities Inc.

11,250,000
Mizuho Securities USA LLC

11,250,000
Natixis Securities Americas LLC

11,250,000
PNC Capital Markets LLC

11,250,000
Rabo Securities USA, Inc.

11,250,000
RBC Capital Markets, LLC

11,250,000
Regions Securities LLC

11,250,000
Scotia Capital (USA) Inc.

11,250,000
SMBC Nikko Securities America, Inc.

11,250,000
Standard Chartered Bank

11,250,000
SunTrust Robinson Humphrey, Inc.

11,250,000
TD Securities (USA) LLC

11,250,000
The Huntington Investment Company

11,250,000
UniCredit Capital Markets LLC

11,250,000
U.S. Bancorp Investments, Inc.

11,250,000
Westpac Capital Markets, LLC

11,250,000
Academy Securities, Inc.

7,500,000
Drexel Hamilton, LLC

7,500,000
Mischler Financial Group, Inc.

7,500,000
R. Seelaus & Co., LLC

7,500,000
The Williams Capital Group, L.P.

7,500,000

Total

$1,500,000,000

The underwriters are committed to take and pay for all of the 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.
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PROSPECTUS SUPPLEMENT DATED FEBRUARY 13, 2019

Per $1,000 note

$
3.50
Total

$ 5,250,000
The 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 notes sold by the underwriters to securities dealers may be sold at a discount from the initial price to public of
up to 0.210% of the principal amount of the notes. Any such securities dealers may resell any notes purchased from the underwriters to
certain other brokers or dealers at a discount from the initial price to public of up to 0.100% of the

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principal amount of the notes. If all the notes are not sold at the initial price to public, the underwriters may change the initial price to
public and the other selling terms. The offering of the notes by the underwriters is subject to their receipt and acceptance of the notes and
subject to their right to reject any order in whole or in part.
The underwriters intend to offer the 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 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 notes made in the United States, including offers and sales in the United States of notes initially sold outside the United
States. The 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 notes are a new issue of securities with no established trading market. We have been advised by Goldman Sachs & Co. LLC
and Goldman Sachs International that they intend to make a market in the notes. Other affiliates of The Goldman Sachs Group, Inc. may
also do so. Neither Goldman Sachs & Co. LLC 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 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 notes. If you have purchased a 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.
The offering will settle on the fourth scheduled business day following the date of the pricing of the notes ("T+4") (see page 117 of
the accompanying prospectus). Under Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, trades in the secondary
market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly,
purchasers who wish to trade notes on any date prior to the second business day before delivery will be required, by virtue of the fact that
the notes initially will settle T+4, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and
should consult their own advisor.
Each underwriter has represented and agreed that it will not offer or sell the 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.
The notes may not be offered, sold or otherwise made available to any retail investor in the European Economic Area. Consequently
no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the notes or
otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation. For the purposes of this provision:

(a)
the expression "retail investor" means a person who is one (or more) of the following:

(i)
a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or

(ii)
a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"), where that

customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or

(iii)
not a qualified investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive"); and

(b)
the expression an "offer" includes the communication in any form and by any means of sufficient information on the terms of the

offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes.

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In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a
"Relevant Member State"), each underwriter has represented and agreed that with effect from and including the date on which the
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PROSPECTUS SUPPLEMENT DATED FEBRUARY 13, 2019
Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made and will not
make an offer of notes which are the subject of the offering contemplated by this prospectus supplement to the public in that Relevant
Member State except that, with effect from and including the Relevant Implementation Date, an offer of such notes may be made to 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 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 notes referred to above shall require the issuer or any underwriter 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 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 notes to be
offered so as to enable an investor to decide to purchase or subscribe the 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
(as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.
Each underwriter has represented and agreed that:

(a) 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 Financial Services and Markets Act

2000 ("FSMA")) received by it in connection with the issue or sale of the notes in circumstances in which Section 21(1) of the
FSMA does not apply to The Goldman Sachs Group, Inc.; and

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

notes in, from or otherwise involving the United Kingdom.
The notes may not be offered or sold in Hong Kong by means of any document other than (i) to "professional investors" as defined in
the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) and any rules made thereunder, or (ii) in other circumstances
which do not result in the document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Cap. 32 of the Laws of Hong Kong) or which do not constitute an offer to the public within the meaning of that Ordinance; and
no advertisement, invitation or document relating to the 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 notes which
are or are intended to be disposed of only to persons outside Hong Kong or 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 notes may not be circulated or distributed, nor may the
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

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Section 4A of the Securities and Futures Act, Chapter 289 of 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 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 transferable for six months after that corporation has acquired the notes under Section 275 of
the SFA 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, (4) where the transfer is by operation of law, (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").
Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee
is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the
trust is an accredited investor, the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferable for six
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months after that trust has acquired the notes under Section 275 of the SFA 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 that is made on
terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for
each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration
is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as
specified in Regulation 32.
The notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948,
as amended), or the FIEA. The notes may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of
Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for
reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from
the registration requirements of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.
The notes may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited
investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are
permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
Any resale of the notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus
requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if
this prospectus supplement and the accompanying prospectus (including any amendment thereto) contains a misrepresentation, provided
that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of
the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's
province or territory for particulars of these rights or consult with a legal advisor.

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Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to
comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
The notes are not offered, sold or advertised, directly or indirectly, in, into or from Switzerland on the basis of a public offering and
will not be listed on the SIX Swiss Exchange or any other offering or regulated trading facility in Switzerland. Accordingly, neither this
prospectus supplement nor any accompanying prospectus or other marketing material constitute a prospectus as defined in article 652a or
article 1156 of the Swiss Code of Obligations or a listing prospectus as defined in article 32 of the Listing Rules of the SIX Swiss
Exchange or any other regulated trading facility in Switzerland. Any resales of the notes by the underwriters thereof may only be
undertaken on a private basis to selected individual investors in compliance with Swiss law. This prospectus supplement and
accompanying prospectus may not be copied, reproduced, distributed or passed on to others or otherwise made available in Switzerland
without our prior written consent. By accepting this prospectus supplement and accompanying prospectus or by subscribing to the notes,
investors are deemed to have acknowledged and agreed to abide by these restrictions. Investors are advised to consult with their financial,
legal or tax advisers before investing in the notes.
The Goldman Sachs Group, Inc. estimates that its share of the total offering expenses, excluding underwriting discounts and
commissions, will be approximately $230,000.
The Goldman Sachs Group, Inc. has agreed to indemnify the underwriters against certain liabilities, including liabilities under the
Securities Act of 1933.
Conflic t s of I nt e re st
The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include
securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal
investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time,
performed, and may in the future perform, various financial advisory and investment banking services for The Goldman Sachs Group, Inc.
or its affiliates, for which they received or will receive customary fees and expenses.
Goldman Sachs & Co. LLC is an affiliate of The Goldman Sachs Group, Inc. and, as such, has a "conflict of interest" in this offering
of the notes within the meaning of FINRA Rule 5121. Consequently, this offering is being conducted in compliance with the provisions of
Rule 5121. Goldman Sachs & Co. LLC is not permitted to sell securities in this offering to an account over which it exercises discretionary
authority without the prior specific written approval of the account holder.
In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad
array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank
loans) for their own account and for the accounts of their customers and such investment and securities activities may involve securities
and/or instruments of the issuer. The underwriters and their respective affiliates may also make investment recommendations and/or
publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to
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Document Outline

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