Bond Goldman Sachs 4.4% ( US38144GAC50 ) in USD

Goldman Sachs

100 % ▲

United States

US38144GAC50 ( in USD )

4.4% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond Goldman Sachs US38144GAC50 en USD 4.4%, maturity Perpetual

1 000 USD

350 000 000 USD

38144GAC5

BB+ ( Non-investment grade speculative )

N/A

10/08/2025 ( In 168 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.

Goldman Sachs issued a perpetual USD 350,000,000 bond (ISIN: US38144GAC50, CUSIP: 38144GAC5) currently trading at 100%, offering a 4.4% coupon rate, paid semi-annually, with a minimum purchase amount of $1,000 and a S&P rating of BB+.

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424B2 1 d835957d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)2
Registration No. 333-219206

Prospectus Supplement to the Prospectus dated July 10, 2017.

The Goldman Sachs Group, Inc.

350,000 Depositary Shares
Each Representing 1/25th Interest in a Share of
4.40% Fixed-Rate Reset Non-Cumulative Preferred Stock,
Series S

Each of the 350,000 depositary shares offered hereby represents a 1/25th ownership interest in a share of perpetual 4.40% Fixed-Rate Reset Non-Cumulative
Preferred Stock, Series S ("Series S Preferred Stock"), $25,000 liquidation preference per share, of The Goldman Sachs Group, Inc., deposited with The Bank of New York Mellon,
as depositary. The depositary shares are evidenced by depositary receipts. As a holder of depositary shares, you are entitled to all proportional rights and preferences of the Series S
Preferred Stock (including dividend, voting, redemption and liquidation rights). You must exercise such rights through the depositary.
Holders of Series S Preferred Stock will be entitled to receive dividend payments only when, as and if declared by our board of directors or a duly authorized
committee of the board, out of funds legally available for the payment of dividends. Any such dividends will be payable on a non-cumulative basis semi-annually in arrears on the
10th day of February and August of each year, commencing on August 10, 2020. Dividends will accrue (i) from the date of original issue to, but excluding, February 10, 2025 at a
fixed rate per annum of 4.40%, and (ii) from, and including, February 10, 2025, during each reset period at a rate per annum equal to the five-year treasury rate as of the most
recent reset dividend determination date (as described elsewhere in this prospectus supplement) plus 2.85%. Payment of dividends on the Series S Preferred Stock is subject to
certain legal, regulatory and other restrictions as described elsewhere in this prospectus supplement.
In the event dividends are not declared on Series S Preferred Stock for payment on any dividend payment date, then those dividends will not be cumulative and will
cease to accrue and be payable. If we have not declared a dividend before the dividend payment date for any dividend period, we will have no obligation to pay dividends accrued
for that dividend period, whether or not dividends on the Series S Preferred Stock are declared for any future dividend period.
We may, at our option, redeem the shares of Series S Preferred Stock (i) in whole or in part, on any dividend payment date on or after February 10, 2025 or (ii) in
whole but not in part at any time within 90 days of certain changes to regulatory capital requirements as described under "Description of Series S Preferred Stock--Redemption"
on page S-18, in each case, at a redemption price of $25,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends to, but excluding, the
date of redemption, without accumulation of undeclared dividends. If we redeem the Series S Preferred Stock, the depositary will redeem a proportionate number of depositary
shares. The Series S Preferred Stock will not have voting rights, except as set forth under "Description of Series S Preferred Stock--Voting Rights" on page S-19.
The Series S Preferred Stock and the depositary shares 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.
Neither the Series S Preferred Stock nor the depositary shares will be listed or displayed on any securities exchange or interdealer quotation system.
See "Risk Factors" beginning on page S-8 of this prospectus supplement to read about factors you should consider before buying the depositary shares.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense.

Per Depositary

Share

Total
Initial public offering price(1)

$
1,000.00
$
350,000,000.00
Underwriting discount(2)

$
10.00
$
3,500,000.00
Proceeds, before expenses, to The Goldman Sachs Group, Inc.

$
990.00
$
346,500,000.00

(1)
The initial public offering price set forth above does not include accrued dividends, if any, that may be declared. Dividends, if declared, will accrue from the date of original
issuance, expected to be January 28, 2020.
(2)
An underwriting discount of 10.00 per depositary share (or up to 3,500,000.00 for all depositary shares) will be deducted from the proceeds paid to us by the underwriters.
The underwriters expect to deliver the depositary shares in book-entry form only, through the facilities of The Depository Trust Company, against payment on or
about January 28, 2020.
The Goldman Sachs Group, Inc. may use this prospectus supplement and the accompanying prospectus in the initial sale of the depositary shares. 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 depositary shares after their initial sale, and unless they inform the purchaser otherwise in the confirmation of the sale, this prospectus supplement and
accompanying prospectus are being used by them in a market-making transaction.
Goldman Sachs & Co. LLC

Banca IMI

BB&T Capital Markets
BMO Capital Markets

BNY Mellon Capital Markets, LLC
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Citigroup

Capital One Securities
Danske Markets Inc.

Fifth Third Securities
Huntington Capital Markets

ING
J.P. Morgan

KeyBanc Capital Markets
Lloyds Securities

Mizuho Securities
Natixis

NatWest Markets
PNC Capital Markets LLC

RBC Capital Markets
Regions Securities LLC

Santander
Scotiabank

SMBC Nikko
TD Securities

UniCredit Capital Markets
US Bancorp

Wells Fargo Securities
Academy Securities

Drexel Hamilton
Mischler Financial Group, Inc.

R. Seelaus & Co., LLC

Prospectus Supplement dated January 23, 2020.
Table of Contents
SUMMARY INFORMATION
This summary highlights information contained in this prospectus supplement and the accompanying prospectus. This summary is not
complete and does not contain all the information you should consider before investing in the depositary shares representing interests in our Series S
Preferred Stock.
Please note that in 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 the "accompanying prospectus" mean the
accompanying prospectus, dated July 10, 2017, of The Goldman Sachs Group, Inc. The terms described herein 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.

Issuer:
The Goldman Sachs Group, Inc.

Securities offered:
350,000 depositary shares each representing a 1/25th ownership interest in a share of
perpetual 4.40% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series S, $0.01 par
value, with a liquidation preference of $25,000 per share (equivalent to $1,000 per depositary
share) of The Goldman Sachs Group, Inc. Each holder of a depositary share will be entitled,
through the depositary, in proportion to the applicable fraction of a share of Series S
Preferred Stock represented by such depositary share, to all the rights and preferences of the
Series S Preferred Stock represented thereby (including dividend, voting, redemption and
liquidation rights).

We may from time to time elect to issue additional depositary shares representing shares of
the Series S Preferred Stock, and all the additional shares would be deemed to form a single

series with the depositary shares representing shares of Series S Preferred Stock offered by
this prospectus supplement; provided that we shall only issue such additional shares if they
will be fungible for U.S. tax purposes with all of the originally issued shares.

Dividends:
Dividends on the Series S Preferred Stock, when, as and if declared by our board of directors
(or a duly authorized committee of the board), will be payable semi-annually in arrears on
the 10th day of February and August of each year, commencing on August 10, 2020.
Dividends will accrue on the liquidation preference amount of $25,000 per share of the Series
S Preferred Stock (equivalent to $1,000 per depositary share) (i) from the date of original
issue to, but excluding, February 10, 2025 (the "First Reset Date") at a fixed rate per annum
of 4.40%, and (ii) from, and including, the First Reset Date, during each reset period, at a rate
per annum equal to the five-year treasury rate as of the most recent reset dividend
determination date (as described elsewhere in this prospectus supplement) plus 2.85%.

A "reset date" means the First Reset Date and each date falling on the fifth anniversary of the
preceding reset date. Reset dates, including the First Reset Date, will not be adjusted for

business days. A "reset period" means the period from and including the First Reset Date to,
but excluding, the next following reset date and thereafter each period
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from and including each reset date to, but excluding, the next following reset date. A "reset

dividend determination date" means, in respect of any reset period, the day falling three
business days prior to the beginning of such reset period.

See "Description of Series S Preferred Stock--Dividends" below for further information on

how dividends are calculated.

Payment dates are subject to adjustment for business days. Any such dividends will be

distributed to holders of depositary shares in the manner described under "Description of
Depositary Shares--Dividends and Other Distributions" below.

A dividend period is the period from and including a dividend payment date to but excluding
the next dividend payment date, except that the initial dividend period will commence on and

include the original issue date of the Series S Preferred Stock and will end on and exclude the
August 10, 2020 dividend payment date.

Dividends on shares of Series S Preferred Stock will not be cumulative and will not be
mandatory. In the event dividends are not declared on the Series S Preferred Stock for
payment in respect of any dividend period, then such dividends shall not be cumulative and
shall cease to accrue and be payable. If our board of directors (or a duly authorized

committee of the board) has not declared a dividend before the dividend payment date for
any dividend period, we will have no obligation to pay dividends accrued for such dividend
period after the dividend payment date for that dividend period, whether or not dividends on
the Series S Preferred Stock are declared for any future dividend period.

Payment of dividends on the Series S Preferred Stock is subject to certain legal, regulatory

and other restrictions described under "Description of Series S Preferred Stock--Dividends"
below.

So long as any share of Series S Preferred Stock remains outstanding, no dividend shall be
paid or declared on our common stock or any of our other securities ranking junior to the
Series S Preferred Stock (other than a dividend payable solely in common stock or in such
junior securities), and no common stock or other securities ranking junior to the Series S
Preferred Stock shall be purchased, redeemed or otherwise acquired for consideration by us,
directly or indirectly (other than as a result of a reclassification of such junior securities for or

into other junior securities, or the exchange or conversion of one share of such junior
securities for or into another share of such junior securities), during a dividend period, unless
the full dividends for the latest completed dividend period on all outstanding shares of Series
S Preferred Stock have been declared and paid, or declared and a sum sufficient for the
payment thereof has been set aside. However, the foregoing provision shall not restrict the
ability of Goldman Sachs & Co. LLC, or any of our other affiliates, to engage in any market-
making transactions in our junior stock in the ordinary course of business.

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When dividends are not paid in full on the shares of Series S Preferred Stock and any shares
of other classes or series of our securities that rank equally with the Series S Preferred Stock
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(in the payment of dividends or in the distribution of assets on any liquidation, dissolution or
winding-up of The Goldman Sachs Group, Inc.) for a dividend period, all dividends declared

with respect to shares of Series S Preferred Stock and all such equally ranking securities for
such dividend period shall be declared pro rata so that the respective amounts of such
dividends bear the same ratio to each other as all accrued but unpaid dividends per share on
the shares of Series S Preferred Stock for such dividend period and all such equally ranking
securities for such dividend period bear to each other.

Subject to the foregoing, such dividends (payable in cash, stock or otherwise) as may be
determined by the board of directors (or a duly authorized committee of the board) may be
declared and paid on our common stock and any other securities ranking equally with or

junior to the Series S Preferred Stock from time to time out of any funds legally available for
such payment, and the shares of the Series S Preferred Stock shall not be entitled to
participate in any such dividend.

Dividend payment dates:
The 10th day of February and August of each year, commencing on August 10, 2020, subject
to adjustment as provided below. If any dividend payment date is not a business day (as
defined below), then the dividend with respect to that dividend payment date will be paid on
the next succeeding business day, without interest or other payment in respect of such
delayed payment. "Business day" means a day that is a Monday, Tuesday, Wednesday,
Thursday or Friday and is not a day on which banking institutions in New York City are
generally authorized or obligated by law or executive order to close.

Redemption:
The Series S Preferred Stock is perpetual and has no maturity date. We may, at our option,
redeem the shares of Series S Preferred Stock (i) in whole or in part, on any dividend
payment date on or after the First Reset Date or (ii) in whole but not in part at any time
within 90 days following a Regulatory Capital Treatment Event (as defined elsewhere in this
prospectus supplement), in each case, at a redemption price of $25,000 per share (equivalent
to $1,000 per depositary share), plus any declared and unpaid dividends to, but excluding,
the date of redemption, without accumulation of undeclared dividends. If we redeem the
Series S Preferred Stock, the depositary will redeem a proportionate number of depositary
shares.

Neither holders of Series S Preferred Stock nor holders of depositary shares will have the

right to require the redemption or repurchase of the Series S Preferred Stock.

Redemption of Series S Preferred Stock is subject to certain legal, regulatory and other

restrictions described under "Description of Series S Preferred Stock--Redemption" below.

Liquidation rights:
Upon any voluntary or involuntary liquidation, dissolution or winding-up of The Goldman
Sachs Group, Inc., holders of shares of

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Series S Preferred Stock are entitled to receive out of assets of The Goldman Sachs Group,
Inc. available for distribution to stockholders, before any distribution of assets is made to
holders of our common stock or of any other shares of our stock ranking junior as to such a
distribution to the Series S Preferred Stock, a liquidating distribution in the amount of

$25,000 per share (equivalent to $1,000 per depositary share) plus any declared and unpaid
dividends, without accumulation of any undeclared dividends. Distributions will be made
only to the extent of The Goldman Sachs Group, Inc.'s assets that are available after
satisfaction of all liabilities to creditors, if any (pro rata as to the Series S Preferred Stock
and any other shares of our stock ranking equally as to such distribution).

Voting rights:
None, except with respect to certain changes in the terms of the Series S Preferred Stock and
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in the case of certain dividend non-payments. See "Description of Series S Preferred Stock--
Voting Rights" below. Holders of depositary shares must act through the depositary to
exercise any voting rights, as described under "Description of Depositary Shares--Voting the
Series S Preferred Stock" below.

Ranking:
Shares of the Series S Preferred Stock will rank senior to our common stock, equally with
our previously issued Floating Rate Non-Cumulative Preferred Stock, Series A, $25,000
liquidation preference per share ("Series A Preferred Stock"), Floating Rate Non-Cumulative
Preferred Stock, Series C, $25,000 liquidation preference per share ("Series C Preferred
Stock"), Floating Rate Non-Cumulative Preferred Stock, Series D, $25,000 liquidation
preference per share ("Series D Preferred Stock"), Perpetual Non-Cumulative Preferred
Stock, Series E, $100,000 liquidation preference per share ("Series E Preferred Stock"),
Perpetual Non-Cumulative Preferred Stock, Series F, $100,000 liquidation preference per
share ("Series F Preferred Stock"), 5.50% Non-Cumulative Preferred Stock, Series J,
$25,000 liquidation preference per share ("Series J Preferred Stock"), 6.375%
Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series K, $25,000 liquidation
preference per share ("Series K Preferred Stock"), 5.70% Fixed-to-Floating Rate
Non-Cumulative Preferred Stock, Series L, $25,000 liquidation preference per share ("Series
L Preferred Stock"), 5.375% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series
M, $25,000 liquidation preference per share ("Series M Preferred Stock"), 6.30%
Non-Cumulative Preferred Stock, Series N, $25,000 liquidation preference per share ("Series
N Preferred Stock"), 5.30% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series
O, $25,000 liquidation preference per share ("Series O Preferred Stock"), 5.00%
Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series P, $25,000 liquidation
preference per share ("Series P Preferred Stock"), 5.50% Fixed-Rate Reset Non-Cumulative
Preferred Stock, Series Q, $25,000 liquidation preference per share ("Series Q Preferred
Stock") and 4.95% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series R, $25,000
liquidation preference per share ("Series R Preferred Stock") and at least equally with each
other series of our preferred stock we may issue (except for any senior series that may be
issued with the requisite consent of the holders of Series S Preferred Stock), with respect to
the payment of dividends and distributions upon liquidation, dissolution or winding-up. We
will

S-5
Table of Contents
generally be able to pay dividends and distributions upon liquidation, dissolution or

winding-up only out of lawfully available funds for such payment (i.e., after taking account
of all indebtedness and other non-equity claims).

Maturity:
The Series S Preferred Stock does not have any maturity date, and we are not required to
redeem the Series S Preferred Stock. Accordingly, the Series S Preferred Stock will remain
outstanding indefinitely, unless and until we decide to redeem it.

Preemptive and conversion rights:
None.

Listing:
Neither the depositary shares nor the Series S Preferred Stock will be listed on any securities
exchange or interdealer market quotation system.

Tax consequences:
This section supplements the discussion of U.S. federal income taxation of the depositary
shares in the accompanying prospectus under "United States Taxation" and supersedes it to
the extent inconsistent therewith. If you are a noncorporate United States holder, dividends
paid to you on the depositary shares will generally be "qualified dividends" that are taxable
to you at a preferential maximum rate of 20%, provided that you hold your shares of
preferred stock for more than 60 days during the 121-day period beginning 60 days before
the ex-dividend date and meet other holding period requirements. Please see the discussion
under "United States Taxation--Taxation of Preferred Stock and Depositary Shares--United
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States Holders--Distributions on Preferred Stock" in the accompanying prospectus for a
discussion of the consequences of dividends that are not paid out of our current or
accumulated earnings and profits.

If you are taxed as a corporation, except as described in the accompanying prospectus under
"United States Taxation--Taxation of Preferred Stock and Depositary Shares--United
States Holders--Limitations on Dividends-Received Deduction", dividends on the
depositary shares would be eligible for the 50% dividends-received deduction (which, as a

result of a change in law effective for tax years beginning after December 31, 2017, is less
than the 70% dividends-received deduction described in the accompanying prospectus). If
you are a United States alien holder of depositary shares, dividends paid to you will be
subject to withholding tax at a 30% rate or at a lower rate if you are eligible for the benefits
of an income tax treaty that provides for a lower rate.

As discussed under "United States Taxation--Taxation of Preferred Stock and Depositary
Shares--United States Holders--Redemption Premium" in the accompanying prospectus,
certain holders that purchase the depositary shares at a discount to the redemption price

could be required to include a portion of the redemption premium in income each year. We
expect that the depositary shares will not be issued with a discount of greater than a de
minimis amount, and therefore you should not be required to include any of the redemption
premium in income prior to redemption.

As discussed in the accompanying prospectus under "United States Taxation--Taxation of
Preferred Stock and Depositary Shares--United States Holders--Redemption of Preferred

Stock", it is possible that a redemption of your stock could be treated as a distribution for
United States federal income tax purposes. If you are

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a United States alien holder and a redemption is treated as a distribution, the redemption
payment may be subject to withholding tax at a rate of 30% to the extent it reflects a share of
The Goldman Sachs Group, Inc.'s current or accumulated earnings and profits as determined

under United States federal income tax principles. Furthermore, if a broker or other paying
agent is unable to determine whether the redemption should be treated as a distribution, such
paying agent may be required to withhold tax at a 30% rate on the full amount you receive
(in which case, you may be eligible to obtain a refund of all or a portion of any tax).

As discussed under "United States Taxation--Taxation of Preferred Stock and Depositary
Shares--Foreign Account Tax Compliance Act (FATCA) Withholding" a 30% withholding
tax could be imposed on dividend payments on depositary shares that are received by you or
any non-U.S. person or entity that receives such income (a "non-U.S. payee") on your

behalf, unless you and each such non-U.S. payee in the payment chain comply with the
applicable information reporting, account identification, withholding, certification and other
FATCA-related requirements. We will not pay any additional amounts in respect of this
withholding tax, so if this withholding applies, you will receive less than the amount that you
would have otherwise received.

The accompanying prospectus states under "United States Taxation--Taxation of Preferred
Stock and Depositary Shares--Foreign Account Tax Compliance Act (FATCA)
Withholding" that payments of gross proceeds from a sale or other disposition of preferred

stock could be subject to FATCA withholding if such disposition occurs on or after
January 1, 2019. However, on December 13, 2018, the IRS proposed regulations, upon which
taxpayers can rely, that eliminate FATCA withholding on gross proceeds.

For further discussion of the tax consequences relating to the depositary shares, see "United

States Taxation--Taxation of Preferred Stock and Depositary Shares" in the accompanying
prospectus.
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Use of proceeds:
We intend to use the net proceeds from the sale of the depositary shares representing
interests in the Series S Preferred Stock to redeem all outstanding shares of the Series L
Preferred Stock.

Transfer agent and registrar:
The Bank of New York Mellon

Depositary:
The Bank of New York Mellon

Calculation Agent:
Goldman Sachs & Co. LLC

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Table of Contents
RISK FACTORS

An investment in the depositary shares is subject to the risks described below as well as the risks and considerations described in the
accompanying prospectus dated July 10, 2017 and under "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the year ended
December 31, 2018. You should carefully review these risks and considerations as well as the terms of the depositary shares described herein and in the
accompanying prospectus dated July 10, 2017 before deciding whether this investment is suited to your particular circumstances.
You are making an investment decision with regard to the depositary shares as well as the Series S Preferred Stock
As described in the accompanying prospectus, we are issuing fractional interests in shares of Series S Preferred Stock in the form of depositary
shares. Accordingly, the depositary will rely on the payments it receives on the Series S Preferred Stock to fund all payments on the depositary shares. You
should carefully review the information in the accompanying prospectus and in this prospectus supplement regarding both of these securities.
The Series S Preferred Stock is equity and is subordinate to our existing and future indebtedness
The shares of Series S Preferred Stock are equity interests in The Goldman Sachs Group, Inc. and do not constitute indebtedness. As such, the
shares of Series S Preferred Stock will rank junior to all indebtedness and other non-equity claims on The Goldman Sachs Group, Inc. with respect to
assets available to satisfy claims on The Goldman Sachs Group, Inc., including in a liquidation of The Goldman Sachs Group, Inc. Additionally, unlike
indebtedness, where principal and interest would customarily be payable on specified due dates, in the case of preferred stock like the Series S Preferred
Stock: (1) dividends are payable only if declared by our board of directors (or a duly authorized committee of the board), (2) as a corporation, we are
subject to restrictions on payments of dividends and redemption price out of lawfully available funds and (3) as a bank holding company, our ability to
declare and pay dividends is subject to the rules and the oversight of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board").
The Goldman Sachs Group, Inc. has issued outstanding debt securities, the terms of which permit us to defer interest payments from time to
time provided that, if we defer interest payments, we would not be permitted to pay dividends on any of our capital stock, including the Series S Preferred
Stock, during the deferral period.
You may not receive dividends on the Series S Preferred Stock
Dividends on the Series S Preferred Stock are discretionary and non-cumulative. Consequently, if our board of directors (or a duly authorized
committee of the board) does not authorize and declare a dividend for any dividend period, holders of Series S Preferred Stock will not be entitled to
receive any such dividend, and such unpaid dividend will cease to accrue and be payable. We will have no obligation to pay dividends accrued for a
dividend period after the dividend payment date for such period if our board of directors (or a duly authorized committee of the board) has not declared
such dividend before the related dividend payment date, whether or not dividends are declared for any subsequent dividend period with respect to the Series
A Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series J Preferred Stock, Series
K Preferred Stock, Series L Preferred Stock, Series M Preferred Stock, Series N Preferred Stock, Series O Preferred Stock, Series P Preferred Stock, Series
Q Preferred Stock, Series R Preferred Stock, Series S Preferred Stock or any other preferred stock we may issue.
In addition, if and to the extent such act would cause us to fail to comply with applicable laws, rules and regulations (including applicable
capital adequacy rules), we may not declare, pay or set aside for payment dividends on Series S Preferred Stock. As a result, if payment of dividends on
Series S Preferred Stock for any dividend period would cause us to fail to comply with any applicable law, rule or regulation, we will not declare

S-8
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or pay a dividend for such dividend period. In such a case, holders of the depositary shares will not be entitled to receive any dividend for that dividend
period, and the unpaid dividend will cease to accrue and be payable.
We may be able to redeem the Series S Preferred Stock prior to the First Reset Date
By its terms, the Series S Preferred Stock may be redeemed by us prior to the First Reset Date upon the occurrence of certain events involving
the capital treatment of the Series S Preferred Stock. In particular, upon our determination in good faith that an event has occurred that would constitute a
"Regulatory Capital Treatment Event", we may, at our option, redeem in whole, but not in part, the shares of Series S Preferred Stock, subject to the
approval of the Federal Reserve Board. See "Description of Series S Preferred Stock--Redemption".
Although the terms of the Series S Preferred Stock satisfy the criteria for "tier 1 capital" instruments consistent with Basel III as set forth in the
final rules promulgated by the Federal Reserve Board, the Federal Deposit Insurance Corporation ("FDIC") and the Office of the Comptroller of the
Currency, it is possible that the Series S Preferred Stock may not satisfy the criteria set forth as a result of official administrative or judicial decisions,
actions or pronouncements interpreting those rules and announced after the issuance of the Series S Preferred Stock, or as a result of future changes in law
or regulation. As a result, a "Regulatory Capital Treatment Event" (as defined herein) could occur whereby we would have the right, subject to prior
approval of the Federal Reserve Board, to redeem the Series S Preferred Stock in accordance with its terms prior to the First Reset Date at a redemption
price equal to $25,000 per share (equivalent to $1,000 per depositary share), plus an amount equal to the accrued and unpaid dividends for the then-current
dividend period to but excluding the redemption date, whether or not declared.
We describe our redemption right under "Description of Series S Preferred Stock--Redemption" below. If the Series S Preferred Stock is
redeemed, the corresponding redemption of the depositary shares would generally be a taxable event to United States holders. In addition, United States
holders might not be able to reinvest the money they receive upon redemption of the depositary shares in a similar security.
Investors should not expect us to redeem the Series S Preferred Stock on or after the date it becomes redeemable at our option
The Series S Preferred Stock will be a perpetual equity security. This means that it will have no maturity or mandatory redemption date and
will not be redeemable at the option of the holders. The Series S Preferred Stock may be redeemed by us at our option (i) in whole or in part, on any
dividend payment date on or after the First Reset Date, or (ii) in whole but not in part, at any time within 90 days following a Regulatory Capital Treatment
Event (as defined elsewhere in this prospectus supplement). Any decision we may make at any time to propose a redemption of the Series S Preferred
Stock will depend upon, among other things, our evaluation of our capital position, the composition of our shareholders' equity and general market
conditions at that time. In addition, we may be prohibited from redeeming the Series S Preferred Stock. See "--Our right to redeem the Series S Preferred
Stock is subject to certain limitations, including the prior approval of the Federal Reserve Board and any future replacement capital covenants".
Our right to redeem the Series S Preferred Stock is subject to certain limitations, including the prior approval of the Federal Reserve Board and
any future replacement capital covenants
Our right to redeem the Series S Preferred Stock is subject to any limitations established by the Federal Reserve Board. We may not redeem
shares of the Series S Preferred Stock without having received the prior approval of the Federal Reserve Board under the current capital rules applicable to
us. We cannot assure you that the Federal Reserve Board will approve any redemption of the Series S Preferred Stock that we may propose. We understand
that the factors the Federal Reserve Board will consider in evaluating a proposed redemption by a bank holding company include, among other things, the
capital plans and stress tests submitted by the bank holding company, the bank holding company's ability to meet and exceed minimum regulatory capital
ratios under stressed scenarios, its expected sources and uses of capital over the planning horizon (generally a period of two years) under baseline and
stressed scenarios, and any potential impact of changes to its business plan and activities on its capital adequacy and liquidity, although the Federal Reserve
Board may change these factors at any time.
In addition, in the future we may enter into a replacement capital covenant with respect to the Series S Preferred Stock that may limit our right
to redeem the Series S Preferred Stock. We have entered into similar covenants with respect to our Series E Preferred Stock and Series F Preferred Stock
and the trust preferred

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securities of the trusts that hold that stock. These covenants prohibit us and our subsidiaries from redeeming or purchasing those securities prior to June 1
and September 1, 2022, respectively, unless we have received proceeds from the sales of eligible replacement capital securities. We have also entered into
a replacement capital covenant with respect to the Series O Preferred Stock which prohibits us and our subsidiaries from redeeming or purchasing more
than $397,000,000 of the Series O Preferred Stock prior to September 4, 2022 unless we have received proceeds from the sales of eligible replacement
capital securities. In some circumstances, we may treat the Series S Preferred Stock as replacement capital securities under these existing replacement
capital covenants and enter into a new replacement capital covenant with respect to the Series S Preferred Stock. Accordingly, there could be circumstances
in which it would be in the interest of both you and The Goldman Sachs Group, Inc. that some or all of the Series S Preferred Stock be redeemed and in
which sufficient cash is available for that purpose, but we would be restricted from doing so because we were not able to obtain proceeds from the sale of
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replacement capital securities.
If we are not paying full dividends on any outstanding parity stock, we will not be able to pay full dividends on Series S Preferred Stock
When dividends are not paid in full on the shares of Series S Preferred Stock and any shares of parity stock for a dividend period, all dividends
declared with respect to shares of Series S Preferred Stock and all parity stock for such dividend period shall be declared pro rata so that the respective
amounts of such dividends bear the same ratio to each other as all accrued but unpaid dividends per share on the shares of Series S Preferred Stock for such
dividend period and all parity stock for such dividend period bear to each other. Therefore, if we are not paying full dividends on any outstanding parity
stock, we will not be able to pay full dividends on Series S Preferred Stock.
We are a holding company and are dependent on our subsidiaries to meet our obligations and provide funds for payment of dividends to our
stockholders
We are a holding company and, therefore, depend on dividends, distributions and other payments from our subsidiaries to fund dividend
payments and payments on our obligations. Many of our subsidiaries, including our broker-dealer, bank and insurance subsidiaries, are subject to laws that
restrict dividend payments or authorize regulatory bodies to block or reduce the flow of funds from those subsidiaries to us. Restrictions or regulatory
action of that kind could impede access to funds that we need to fund dividend payments and payments on our obligations. Because some of our
subsidiaries, including from time to time some of our principal U.S. operating subsidiaries, are partnerships in which we are a general partner or the sole
limited partner, we may be liable for their obligations. We also guarantee many of the obligations of our subsidiaries. Any liability we may have for our
subsidiaries' obligations could reduce our assets that are available to satisfy our direct creditors or fund dividend payments. See "Business--Regulation" in
Part I, Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2018 for a further discussion of regulatory restrictions.
The application of our preferred resolution strategy could increase the losses incurred by holders of the Series S Preferred Stock and depositary
shares
As required by the Dodd-Frank Act and regulations issued by the Federal Reserve Board and the FDIC, we are required to provide to the
Federal Reserve Board and the FDIC a plan for our rapid and orderly resolution in the event of material financial distress affecting Goldman Sachs or the
failure of The Goldman Sachs Group, Inc. In our resolution plan, we would be resolved under the U.S. Bankruptcy Code. The strategy described in our
resolution plan is a variant of the single point of entry strategy: The Goldman Sachs Group, Inc. and Goldman Sachs Funding LLC ("Funding IHC"), a
wholly owned, direct subsidiary of The Goldman Sachs Group, Inc., would recapitalize and provide liquidity to certain major subsidiaries, including
through the forgiveness of intercompany indebtedness, the extension of the maturities of intercompany indebtedness and the extension of additional
intercompany loans. If this strategy were successful, creditors of some or all of our major subsidiaries would receive full recoveries on their claims, while
our security holders could face significant and possibly complete losses.
To facilitate the execution of our resolution plan, we formed Funding IHC. In exchange for an unsecured subordinated funding note and equity
interest, The Goldman Sachs Group, Inc. transferred certain intercompany receivables and substantially all of its global core liquid assets ("GCLA") to
Funding IHC, and agreed to transfer additional GCLA above prescribed thresholds. We also put in place a Capital and Liquidity

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Support Agreement ("CLSA") among The Goldman Sachs Group, Inc., Funding IHC and our major subsidiaries. Under the CLSA, Funding IHC has
provided us with a committed line of credit that allows us to draw sufficient funds to meet our cash needs during the ordinary course of business. In
addition, if our and our subsidiaries' financial resources deteriorate so severely that resolution may be imminent, (i) the committed line of credit will
automatically terminate and the unsecured subordinated funding note will automatically be forgiven, (ii) all intercompany receivables owed by the major
subsidiaries to The Goldman Sachs Group, Inc. will be transferred to Funding IHC or their maturities will be extended to five years, (iii) The Goldman
Sachs Group, Inc. will be obligated to transfer substantially all of its remaining intercompany receivables and GCLA (other than an amount to fund
anticipated bankruptcy expenses) to Funding IHC, and (iv) Funding IHC will be obligated to provide capital and liquidity support to the major subsidiaries.
The Goldman Sachs Group, Inc.'s and Funding IHC's obligations under the CLSA are secured pursuant to a related security agreement. Such actions
would materially and adversely affect The Goldman Sachs Group, Inc.'s liquidity. As a result, during a period of severe stress, The Goldman Sachs Group,
Inc. might commence bankruptcy proceedings at an earlier time than it otherwise would if the CLSA and related security agreement had not been
implemented.
If The Goldman Sachs Group, Inc.'s proposed resolution strategy were successful, The Goldman Sachs Group, Inc.'s security holders,
including holders of the Series S Preferred Stock and depositary shares, could face losses while the third-party creditors of The Goldman Sachs Group,
Inc.'s major subsidiaries would incur no losses because those subsidiaries would continue to operate and not enter resolution or bankruptcy proceedings.
If The Goldman Sachs Group, Inc.'s proposed resolution strategy were not successful, The Goldman Sachs Group, Inc.'s financial condition
would be adversely impacted and The Goldman Sachs Group, Inc.'s security holders, including holders of the Series S Preferred Stock and depositary
shares, may as a consequence be in a worse position than if the strategy had not been implemented. In all cases, any dividends to preferred stockholders are
dependent on our ability to make such payments and are therefore subject to our credit risk. As a result of our recovery and resolution planning processes,
including incorporating feedback from our regulators, we may incur increased operational, funding or other costs and face limitations on our ability to
structure our internal organization or engage in internal or external activities in a manner that we may otherwise deem most operationally efficient.
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The Calculation Agent Will Have the Authority to Make Determinations That Could Affect the Market Value of Your Depositary Shares
We have appointed Goldman Sachs & Co. LLC as the calculation agent for the depositary shares. As calculation agent for your depositary
shares, Goldman Sachs & Co. LLC will make determinations with respect to the depositary shares as specified in this prospectus supplement and in the
accompanying prospectus dated July 10, 2017 and may have discretion in calculating the amounts payable in respect of the depositary shares. The exercise
of this discretion by Goldman Sachs & Co. LLC could adversely affect the value of your depositary shares and may present Goldman Sachs & Co. LLC
with a conflict of interest. We may change the calculation agent at any time without notice, and Goldman Sachs & Co. LLC may resign as calculation
agent at any time upon 60 days' written notice to The Goldman Sachs Group, Inc.
General market conditions and unpredictable factors could adversely affect market prices for the depositary shares
There can be no assurance about the market prices for the depositary shares. Several factors, many of which are beyond our control, will
influence the market value of the depositary shares. Factors that might influence the market value of the depositary shares include:

·
whether dividends have been declared and are likely to be declared on the Series S Preferred Stock from time to time;

·
our operating performance, financial condition and prospects, or the operating performance, financial condition and prospects of

our competitors;

·
our creditworthiness;

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·
the ratings given to our securities by credit rating agencies, including any ratings given to the Series S Preferred Stock;

·
changes in interest rates;

·
the market for similar securities; and

·
economic, financial, geopolitical, regulatory or judicial events that affect us or the financial markets generally.
Accordingly, the depositary shares that an investor purchases, whether in this offering or in the secondary market, may trade at a discount to
the price that the investor paid for the depositary shares.
Holders of Series S Preferred Stock will have limited voting rights
Holders of Series S Preferred Stock have no voting rights with respect to matters that generally require the approval of voting shareholders.
However, holders of Series S Preferred Stock will have the right to vote as a class on certain fundamental matters that may affect the preference or special
rights of the Series S Preferred Stock, as described under "Description of Series S Preferred Stock--Voting Rights" below. In addition, if dividends on the
Series S Preferred Stock have not been declared or paid for dividend periods equal to 18 months, whether or not for consecutive dividend periods, holders
of the outstanding shares of Series S Preferred Stock, together with holders of any other series of our preferred stock ranking equal with the Series S
Preferred Stock with similar voting rights, will be entitled to vote for the election of two additional directors, subject to the terms and to the limited extent
described under "Description of Series S Preferred Stock--Voting Rights" below. Holders of depositary shares must act through the depositary to exercise
any voting rights in respect of the Series S Preferred Stock. The Series S Preferred Stock places no restrictions on our business or operations or on our
ability to incur indebtedness or engage in any transactions, subject only to the limited voting rights referred to above.
The Series S Preferred Stock and depositary shares will not have an active trading market
The depositary shares are a new issue of securities, and there will be no established trading market for the depositary shares. We do not plan to
list the Series S Preferred Stock or the depositary shares on a securities exchange or quotation system. We have been advised by Goldman Sachs & Co.
LLC that it intends to make a market in the depositary shares. However, neither Goldman Sachs & Co. LLC nor any of our other affiliates nor any other
underwriter named in this prospectus supplement that makes a market is obligated to do so and any of them may stop doing so at any time without notice.
No assurance can be given as to the liquidity or trading market for the depositary shares. We do not expect there to be any trading market for the Series S
Preferred Stock.
There may be future sales of Series S Preferred Stock or depositary shares, which may adversely affect the market price of the depositary shares
We are not restricted from issuing additional Series S Preferred Stock or depositary shares or securities similar to the Series S Preferred Stock
or depositary shares, including any securities that are convertible into or exchangeable for, or that represent the right to receive, Series S Preferred Stock or
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