Bond Goldman Sachs 1.347% ( US38147QLD69 ) in USD

Goldman Sachs

100 % ▼

United States

US38147QLD69 ( in USD )

1.347% per year ( payment 2 times a year)

28/10/2024 - Bond has expired

Prospectus brochure of the bond Goldman Sachs US38147QLD69 in USD 1.347%, expired

1 000 USD

6 610 000 USD

38147QLD6

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 US38147QLD69 bonds, a USD 6,610,000 issue with a 1.347% coupon, maturing October 28, 2024, in minimum increments of 1000 USD, priced at 100% and rated BBB+ by S&P and A2 by Moody's, has reached maturity and been redeemed.

Prospectus Supplement No. 3255 dated October 24, 2014
424B2 1 d810010d424b2.htm PROSPECTUS SUPPLEMENT NO. 3255 DATED OCTOBER 24, 2014
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-198735

T he Goldm a n Sa c hs Group, I nc .
$6,610,000
Fixed and Floating Rate Notes due 2024

We will pay a fixed rate of interest at a rate of 3.00% per annum quarterly on January 28, April 28, July 28 and October 28 of
each year, commencing on January 28, 2015 to, and including, October 28, 2016. After October 28, 2016, interest will be payable
quarterly on January 28, April 28, July 28 and October 28 of each year, commencing on January 28, 2017 to, and including, the
stated maturity date (October 28, 2024) at a floating rate equal to the then-applicable 3-month USD LIBOR rate plus the spread of
1.10% per annum, subject to the minimum interest rate of 0.00% per annum and the maximum interest rate of (i) 4.00% per annum
for the first 12 floating rate interest payment dates, (ii) 5.00% per annum for the next 8 floating rate interest payment dates, (iii)
6.00% per annum for the next 8 floating rate interest payment dates and (iv) 7.00% per annum for the final 4 floating rate interest
payment dates. The notes will mature on the stated maturity date. On the stated maturity date, you will receive $1,000, plus any
accrued and unpaid interest, for each $1,000 of the face amount of your notes.
The interest on your notes for each quarterly interest period commencing on or after October 28, 2016 to, but excluding, the
stated maturity date, each of which we refer to as a "floating rate interest period", will be a rate equal to:

·
If the 3-month USD LIBOR rate on the interest determination date for a floating rate interest period plus the spread is less

than the applicable maximum interest rate, the 3-month USD LIBOR rate on such interest determination date plus the
spread, subject to the minimum interest rate; or

·
If the 3-month USD LIBOR rate on the interest determination date for a floating rate interest period plus the spread is

equal to or greater than the applicable maximum interest rate, the applicable maximum interest rate.
For t he floa t ing ra t e int e re st pe riods c om m e nc ing on or a ft e r Oc t obe r 2 8 , 2 0 1 6 t o, but e x c luding, t he
st a t e d m a t urit y da t e , e ve n if t he 3 -m ont h U SD LI BOR ra t e on a n int e re st de t e rm ina t ion da t e plus t he spre a d
is gre a t e r t ha n t he a pplic a ble m a x im um int e re st ra t e , t he not e s w ill a c c rue only a t t he a pplic a ble m a x im um
int e re st ra t e in t he a pplic a ble int e re st pe riod.
Y our inve st m e nt in t he not e s involve s c e rt a in risk s, inc luding, a m ong ot he r t hings, our c re dit risk . Se e
pa ge S -7 .
You should read the additional disclosure herein so that you may better understand the terms and risks of your investment.

Origina l issue da t e :
October 28, 2014
Origina l issue pric e :
100.00% of the face amount
U nde rw rit ing disc ount :
N e t proc e e ds t o t he
1.45% of the face amount
issue r:
98.55% of the face amount
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. 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 a re not ba nk de posit s a nd a re not insure d by
t he Fe de ra l De posit I nsura nc e Corpora t ion or a ny ot he r gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions of,
or gua ra nt e e d by, a ba nk .
Goldm a n, Sa c hs & Co.
Prospectus Supplement No. 3255 dated October 24, 2014.
Table of Contents
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Prospectus Supplement No. 3255 dated October 24, 2014
The issue price, underwriting discount and net proceeds listed on the cover page hereof relate to the notes we sell initially. We
may decide to sell additional notes after the date of this prospectus supplement, at issue prices and with underwriting discounts and
net proceeds that differ from the amounts set forth above. The return (whether positive or negative) on your investment in notes will
depend in part on the issue price you pay for such notes.
Goldman Sachs may use this prospectus in the initial sale of the offered notes. In addition, Goldman, Sachs & Co., or any
other affiliate of Goldman Sachs may use this prospectus in a market-making transaction in a note after its initial sale. Unless
Goldman Sachs or its agent informs the purchaser otherwise in the confirmation of sale, this prospectus is being used in
a market-making transaction.

About Y our Prospe c t us
The notes are part of the Medium-Term Notes, Series D program of The Goldman Sachs Group, Inc. This prospectus includes
this prospectus supplement and the accompanying documents listed below. This prospectus supplement constitutes a
supplement to the documents listed below and should be read in conjunction with such documents:

·
Prospectus supplement dated September 15, 2014

·
Prospectus dated September 15, 2014
The information in this prospectus supplement supersedes any conflicting information in the documents listed above. In addition,
some of the terms or features described in the listed documents may not apply to your notes.
Table of Contents
SPECI FI C T ERM S OF Y OU R N OT ES

We refer to the notes we are offering by this prospectus supplement as the "offered notes" or the "notes". 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, while references to "Goldman Sachs" mean The Goldman
Sachs Group, Inc., together with its consolidated subsidiaries. Also, references to the "accompanying prospectus" mean the
accompanying prospectus, dated September 15, 2014, as supplemented by the accompanying prospectus supplement, dated
September 15, 2014, relating to Medium-Term Notes, Series D, of The Goldman Sachs Group, Inc. Please note that in this
section entitled "Specific Terms of Your Notes", references to "holders" mean those who own notes registered in their own
names, on the books that we or the trustee maintain for this purpose, and not those who own beneficial interests in notes
registered in street name or in notes issued in book-entry form through The Depository Trust Company. Please review the
special considerations that apply to owners of beneficial interests in the accompanying prospectus, under "Legal Ownership and
Book-Entry Issuance". References to the "indenture" in this prospectus supplement mean the senior debt indenture, dated
July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee.

K e y T e rm s
I ssue r: The Goldman Sachs Group, Inc.
Spe c ifie d c urre nc y: U.S. dollars ("$")
Fa c e a m ount : each note will have a face amount equal to $1,000, or integral multiples of $1,000 in excess thereof;
$6,610,000 in the aggregate for all the offered notes; the aggregate face amount of the offered notes may be increased if the
issuer, at its sole option, decides to sell an additional amount of the offered notes on a date subsequent to the date of this
prospectus supplement
St a t e d m a t urit y da t e : October 28, 2024
T ra de da t e : October 23, 2014 for $5,610,000 of the face amount of the notes and October 24, 2014 for $1,000,000 of the face
amount of the notes
Origina l issue da t e (se t t le m e nt da t e ): October 28, 2014
Form of N ot e s: global form only
Supple m e nt a l disc ussion of U .S. fe de ra l inc om e t a x c onse que nc e s: We intend to treat your notes as variable rate
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Prospectus Supplement No. 3255 dated October 24, 2014
debt instruments for U.S. federal income tax purposes. Under this characterization, it is the opinion of Sidley Austin LLP that you
should include the amounts treated as qualified stated interest in ordinary income at the time you receive or accrue such payments,
depending on your regular method of accounting for tax purposes. In addition, you should be required to include any original issue
discount in ordinary income as such original issue discount accrues, regardless of your method of accounting for tax purposes. Any
gain or loss you recognize upon the sale, exchange or maturity of your notes should be capital gain or loss. Please see
"Supplemental Discussion of Federal Income Tax Consequences" below for a more detailed discussion.
Fix e d int e re st ra t e : for the fixed rate interest periods, interest on the notes will be 3.00% per annum
Fix e d ra t e int e re st pa ym e nt da t e s: quarterly; on each January 28, April 28, July 28 and October 28, commencing on
January 28, 2015 to, and including, October 28, 2016
Fix e d ra t e int e re st pe riods: quarterly; the periods from and including a fixed rate interest payment date (or the original issue
date, in the case of the first fixed rate interest period) to but excluding the following fixed rate interest payment date
Floa t ing int e re st ra t e : for the floating rate interest periods commencing on or after October 28, 2016 to, but excluding, the
stated maturity date, interest on the notes will be:

·
if the 3-month USD LIBOR rate on an interest determination date plus the spread is less than the applicable maximum

interest rate, the 3-month USD LIBOR rate on such interest determination date plus the spread, subject to the minimum
interest rate; or

·
if the 3-month USD LIBOR rate on an interest determination date plus the spread is equal to or greater than the

applicable maximum interest rate, the applicable maximum interest rate

S-2
Table of Contents
M a x im um int e re st ra t e : 4.00% per annum for the first 12 floating rate interest payment dates, 5.00% per annum for the next 8
floating rate interest payment dates, 6.00% per annum for the next 8 floating rate interest payment dates and 7.00% per annum for
the final 4 floating rate interest payment dates
M inim um int e re st ra t e : 0.00% per annum
Ba se ra t e for t he floa t ing ra t e int e re st pe riods: 3-month USD LIBOR (as described in the accompanying prospectus
supplement under "Description of the Notes We May Offer -- Interest Rates -- LIBOR Notes")
Re ut e rs sc re e n LI BOR pa ge : LIBOR01
I nde x m a t urit y: 3 months
I nde x c urre nc y: U.S. dollar
Spre a d: 1.10% per annum
Floa t ing ra t e int e re st pa ym e nt da t e s: quarterly; on each January 28, April 28, July 28 and October 28, commencing on
January 28, 2017 to and ending on the stated maturity date
Floa t ing ra t e int e re st pe riods: quarterly; the periods from and including a floating rate interest payment date (or the final fixed
rate interest payment date, in the case of the first floating rate interest period) to but excluding the next succeeding floating rate
interest payment date (or the stated maturity date, in the case of the final floating rate interest period) are each a floating rate
interest period
Busine ss da y c onve nt ion: modified following unadjusted; applicable to interest payment dates and floating rate interest reset
dates
I nt e re st de t e rm ina t ion da t e s: for each floating rate interest period, the second London business day preceding the floating
rate interest reset date
Floa t ing ra t e int e re st re se t da t e s: every January 28, April 28, July 28 and October 28, commencing on October 28, 2016
Da y c ount fra c t ion: 30/360 (ISDA)
Re gula r re c ord da t e s: the scheduled business day immediately preceding each interest payment date
N o list ing: the notes will not be listed or displayed on any securities exchange or interdealer market quotation system
N o re de m pt ion: the notes will not be subject to redemption right or price dependent redemption right
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Prospectus Supplement No. 3255 dated October 24, 2014
London busine ss da y: any day on which commercial banks are open for general business (including dealings in U.S. dollars) in
London
Busine ss Da y: New York business day
Ca lc ula t ion a ge nt : Goldman, Sachs & Co.
CU SI P no.: 38147QLD6
I SI N no.: US38147QLD69
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-3
Table of Contents
H Y POT H ET I CAL EX AM PLES
The following tables are provided for purposes of illustration only. They should not be taken as an indication or prediction of
future investment results and are intended merely to illustrate the method we will use to calculate the amount of interest accrued
during each interest period following the fourth interest period.
The tables below are based on 3-month USD LIBOR rates that are entirely hypothetical; no one can predict what the 3-month
USD LIBOR rate will be on any day during the floating rate interest periods, and no one can predict the interest that will accrue on
your notes in any interest period during the floating rate interest periods.
For these reasons, the actual 3-month USD LIBOR rates during the floating rate interest periods, as well as the interest
payable on each floating rate interest payment date, may bear little relation to the hypothetical tables shown below or to the
historical 3-month USD LIBOR rates shown elsewhere in this prospectus supplement. For information about the 3-month USD
LIBOR rates during recent periods, see "Historical 3-Month USD LIBOR Rates" on page S-12. Before investing in the offered
notes, you should consult publicly available information to determine the 3-month USD LIBOR rates between the date of this
prospectus supplement and the date of your purchase of the offered notes.
The following tables illustrate the method we will use to calculate the interest rate at which interest will accrue on each day
included in each floating rate interest period, subject to the key terms and assumptions below.
The percentage amounts in the left column of the tables below represent hypothetical final 3-month USD LIBOR rates on a
given interest determination date. The right column of the tables below represent the hypothetical interest, as a percentage of the
face amount of each note, that would be payable on the applicable floating rate interest payment date, based on the corresponding
hypothetical 3-month USD LIBOR rate. The information in the table also reflects the key terms and assumptions in the box below.

K e y T e rm s a nd Assum pt ions
Face amount

$1,000
Maximum interest rate
4.00% per annum for the first 12 floating rate interest payment dates, 5.00% per annum
for the next 8 floating rate interest payment dates, 6.00% per annum for the next 8
floating rate interest payment dates and 7.00% per annum for the final 4 floating rate

interest payment dates
Minimum interest rate

0.00% per annum
Spread

1.10% per annum
Also, the hypothetical examples shown below do not take into account the effects of applicable taxes.
The following table illustrates the hypothetical interest amount payable for each hypothetical 3-month USD LIBOR Rate
presented with respect to the first 12 floating rate interest payment dates.

Hypothetical 3-Month USD
Hypothetical Interest Amount Payable On a Floating Rate Interest
LIBOR Rate
Payment Date (Including the Spread)

On or after January 28, 2017 to and

including October 28, 2019 (per annum)
-4.00%

0.00%*
-3.00%

0.00%*
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Prospectus Supplement No. 3255 dated October 24, 2014
-2.00%

0.00%*
-1 .1 0 %

0 .0 0 %
0.00%

1.10%
1.00%

2.10%
2.00%

3.10%
2.50%

3.60%
2 .9 0 %

4 .0 0 %
3.00%

4.00%**
4.00%

4.00%**
5.00%

4.00%**
* Interest is floored at the minimum interest rate of 0.00% per annum for the floating rate interest payment dates.
** Interest is capped at the maximum interest rate of 4.00% per annum for the floating rate interest payment dates on or after
January 28, 2017 to and including October 28, 2019.

S-4
Table of Contents
The following table illustrates the hypothetical interest amount payable for each hypothetical 3-month USD LIBOR Rate
presented with respect to the next 8 floating rate interest payment dates.

Hypothetical 3-Month USD
Hypothetical Interest Amount Payable On a Floating Rate Interest
LIBOR Rate
Payment Date (Including the Spread)

On or after January 28, 2020 to and

including October 28, 2021 (per annum)
-4.00%

0.00%*
-3.00%

0.00%*
-2.00%

0.00%*
-1 .1 0 %

0 .0 0 %
0.00%

1.10%
1.00%

2.10%
2.00%

3.10%
3.00%

4.10%
3 .9 0 %

5 .0 0 %
4.00%

5.00%**
5.00%

5.00%**
6.00%

5.00%**
* Interest is floored at the minimum interest rate of 0.00% per annum for the floating rate interest payment dates.
** Interest is capped at the maximum interest rate of 5.00% per annum for the floating rate interest payment dates on or after
January 28, 2020 to and including October 28, 2021.
The following table illustrates the hypothetical interest amount payable for each hypothetical 3-month USD LIBOR Rate
presented with respect to the next 8 floating rate interest payment dates.

Hypothetical 3-Month USD
Hypothetical Interest Amount Payable On a Floating Rate Interest
LIBOR Rate
Payment Date (Including the Spread)

On or after January 28, 2022 to and

including October 28, 2023 (per annum)
-4.00%

0.00%*
-3.00%

0.00%*
-2.00%

0.00%*
-1 .1 0 %

0 .0 0 %
0.00%

1.10%
1.00%

2.10%
2.00%

3.10%
4.00%

5.10%
4 .9 0 %

6 .0 0 %
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Prospectus Supplement No. 3255 dated October 24, 2014
5.00%

6.00%**
6.00%

6.00%**
7.00%

6.00%**
* Interest is floored at the minimum interest rate of 0.00% per annum for the floating rate interest payment dates.
** Interest is capped at the maximum interest rate of 6.00% per annum for the floating rate interest payment dates on or after
January 28, 2022 to and including October 28, 2023.

S-5
Table of Contents
The following table illustrates the hypothetical interest amount payable for each hypothetical 3-month USD LIBOR Rate
presented with respect to the final 4 floating rate interest payment dates.

Hypothetical 3-Month USD
Hypothetical Interest Amount Payable On a Floating Rate Interest
LIBOR Rate
Payment Date (Including the Spread)

On or after January 28, 2024 to and

including October 28, 2024 (per annum)
-4.00%

0.00%*
-3.00%

0.00%*
-2.00%

0.00%*
-1 .1 0 %

0 .0 0 %
1.00%

2.10%
2.00%

3.10%
3.00%

4.10%
5.00%

6.10%
5 .9 0 %

7 .0 0 %
6.00%

7.00%**
7.00%

7.00%**
8.00%

7.00%**
* Interest is floored at the minimum interest rate of 0.00% per annum for the floating rate interest payment dates.
** Interest is capped at the maximum interest rate of 7.00% per annum for the floating rate interest payment dates on or after
January 28, 2024 to and including October 28, 2024.
Payments on the notes are economically equivalent to the amounts that would be paid on a combination of other instruments.
For example, payments on the notes are economically equivalent to the amounts that would be paid on a combination of an
interest-bearing bond bought, and an option bought, by the holder (with an implicit option premium paid over time by the holder).
The discussion in this paragraph does not modify or affect the terms of the notes or the United States income tax treatment of the
notes, as described elsewhere in this prospectus supplement.

We cannot predict the actual 3-month USD LIBOR rate on any day or the market value of your notes, nor can we predict

the relationship between the 3-month USD LIBOR rate and the market value of your notes at any time prior to the stated
maturity date. The actual interest payment that a holder of the offered notes will receive on each floating rate interest payment
date and the rate of return on the offered notes will depend on the actual 3-month USD LIBOR rates determined by the
calculation agent over the life of your notes. Moreover, the assumptions on which the hypothetical table is based may turn out
to be inaccurate. Consequently, the interest amount to be paid in respect of your notes on each floating rate interest payment
date may be very different from the information reflected in the tables above.

S-6
Table of Contents
ADDI T I ON AL RI SK FACT ORS SPECI FI C T O Y OU R N OT ES

An investment in your notes is subject to the risks described below, as well as the risks and considerations described in the
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Prospectus Supplement No. 3255 dated October 24, 2014
accompanying prospectus dated September 15, 2014 and in the accompanying prospectus supplement dated September 15,
2014. You should carefully review these risks and considerations as well as the terms of the notes described herein and in the
accompanying prospectus, dated September 15, 2014, as supplemented by the accompanying prospectus supplement, dated
September 15, 2014, of The Goldman Sachs Group, Inc. Your notes are a riskier investment than ordinary debt securities. You
should carefully consider whether the offered notes are suited to your particular circumstances.

T he N ot e s Are Subje c t t o t he Cre dit Risk of t he I ssue r
Although the return on the notes will be based in part on the performance of the 3 month-USD LIBOR, the payment of any
amount due on the notes is subject to our credit risk. The notes are our unsecured obligations. Investors are dependent on our
ability to pay all amounts due on the notes, and therefore investors are subject to our credit risk and to changes in the market's
view of our creditworthiness. See "Description of the Notes We May Offer -- Information About Our Medium-Term Notes, Series D
Program -- How the Notes Rank Against Other Debt" on page S-4 of the accompanying prospectus supplement.
T he Am ount of I nt e re st Pa ya ble On T he N ot e s I n Ce rt a in I nt e re st Pe riods I s Ca ppe d
For each floating rate interest period commencing on or after October 28, 2016, on the applicable interest determination date,
the 3-month USD LIBOR rate plus the spread will be subject to the applicable maximum interest rate, which will limit the amount
of interest you may receive on each floating rate interest payment date. Thus, you will not benefit from any increases in the 3-
month USD LIBOR rate plus the spread above the applicable maximum interest rate. Accordingly, the notes may provide more or
less interest income than an investment in a similar instrument.
We M a y Se ll a n Addit iona l Aggre ga t e Fa c e Am ount of t he N ot e s a t a Diffe re nt I ssue Pric e
At our sole option, we may decide to sell an additional aggregate face amount of the notes subsequent to the date of this
prospectus supplement. The issue price of the notes in the subsequent sale may differ substantially (higher or lower) from the issue
price you paid as provided on the cover of this prospectus supplement.
T he Am ount of I nt e re st Pa ya ble on Y our N ot e s Will N ot Be Affe c t e d by t he 3 -M ont h U SD LI BOR Ra t e on Any
Da y Ot he r T ha n a n I nt e re st De t e rm ina t ion Da t e
For each interest period after the first eight interest periods, the amount of interest payable on each floating rate interest
payment date is calculated based on the 3-month USD LIBOR rate on the applicable interest determination date plus the spread.
Although the actual 3-month USD LIBOR rate on a floating rate interest payment date or at other times during a floating rate
interest period may be higher than the 3-month USD LIBOR rate on the applicable interest determination date, you will not benefit
from the 3-month USD LIBOR rate at any time other than on the interest determination date for such floating rate interest period.
I nc re a se d Re gula t ory Ove rsight a nd Cha nge s in t he M e t hod Pursua nt t o Whic h t he LI BOR Ra t e s Are
De t e rm ine d M a y Adve rse ly Affe c t t he V a lue of Y our N ot e s
Beginning in 2008, concerns were raised that some of the member banks surveyed by the British Bankers' Association (the
"BBA") in connection with the calculation of LIBOR across a range of maturities and currencies may have been under-reporting or
otherwise manipulating the inter-bank lending rate applicable to them. A number of BBA member banks have entered into
settlements with their regulators and law enforcement agencies with respect to alleged manipulation of LIBOR, and investigations
were instigated by regulators and governmental authorities in various jurisdictions (including in the United States, United Kingdom,
European Union, Japan and Canada). If manipulation of LIBOR or another inter-bank lending rate occurred, it may have resulted in
that rate being artificially lower (or higher) than it otherwise would have been.
In September 2012, the U.K. government published the results of its review of LIBOR (commonly referred to as the "Wheatley
Review"). The Wheatley Review made a number of recommendations for changes with respect to LIBOR including the introduction
of statutory regulation of LIBOR, the transfer of responsibility for LIBOR from the BBA to an independent administrator, changes to
the method of compilation of lending rates and new regulatory oversight and enforcement mechanisms for rate-setting. Based on
the Wheatley Review, final rules for the regulation and supervision of LIBOR by the Financial Conduct Authority (the "FCA") were
published and came into effect on April 2, 2013 (the "FCA Rules"). In particular, the FCA Rules include requirements that (1) an
independent LIBOR administrator monitor and survey LIBOR submissions to identify breaches of practice standards and/or
potentially manipulative behavior, and (2) firms submitting data to LIBOR establish and maintain a clear conflicts of interest policy
and appropriate systems and

S-7
Table of Contents
controls. In addition, in response to the Wheatley Review recommendations, ICE Benchmark Administration Limited (the "ICE
Administration") has been appointed as the independent LIBOR administrator, effective February 1, 2014.
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Prospectus Supplement No. 3255 dated October 24, 2014
It is not possible to predict the effect of the FCA Rules, any changes in the methods pursuant to which the LIBOR rates are
determined and any other reforms to LIBOR that will be enacted in the U.K. and elsewhere, which may adversely affect the trading
market for LIBOR-based securities. In addition, any changes announced by the FCA, the ICE Administration or any other
successor governance or oversight body, or future changes adopted by such body, in the method pursuant to which the LIBOR
rates are determined may result in a sudden or prolonged increase or decrease in the reported LIBOR rates. If that were to occur
and to the extent that the value of your securities is affected by reported LIBOR rates, the level of interest payments and the value
of the securities may be affected. Further, uncertainty as to the extent and manner in which the Wheatley Review
recommendations will continue to be adopted and the timing of such changes may adversely affect the current trading market for
LIBOR-based securities and the value of your notes.
T he H ist oric a l Le ve ls of t he 3 -m ont h U SD LI BOR Ra t e Are N ot a n I ndic a t ion of t he Fut ure Le ve ls of t he 3 -
m ont h U SD LI BOR Ra t e
In the past, the level of the 3-month USD LIBOR rate has experienced significant fluctuations. You should note that historical
levels, fluctuations and trends of the 3-month USD LIBOR rate are not necessarily indicative of future levels. Any historical upward
or downward trend in the 3-month USD LIBOR rate is not an indication that the 3-month USD LIBOR rate is more or less likely to
increase or decrease at any time during a floating rate interest period, and you should not take the historical levels of the 3-month
USD LIBOR rate as an indication of its future performance.
T he M a rk e t V a lue of Y our N ot e s M a y Be I nflue nc e d by M a ny U npre dic t a ble Fa c t ors
When we refer to the market value of your notes, we mean the value that you could receive for your notes if you chose to sell it
in the open market before the stated maturity date. A number of factors, many of which are beyond our control, will influence the
market value of your notes, including:

·
the 3-month USD LIBOR rate;

·
the volatility -- i.e., the frequency and magnitude of changes -- in the level of the 3-month USD LIBOR rate;

·
economic, financial, regulatory, political, military and other events that affect LIBOR rates generally;

·
other interest rates and yield rates in the market;

·
the time remaining until your notes mature; and

·
our creditworthiness, whether actual or perceived, and including actual or anticipated upgrades or downgrades in our

credit ratings or changes in other credit measures.
These factors, and many other factors, will influence the price you will receive if you sell your notes before maturity, including
the price you may receive for your notes in any market making transaction. If you sell your notes before maturity, you may receive
less than the face amount of your notes.
You cannot predict the future performance of the 3-month USD LIBOR rate based on its historical performance. The actual
performance of the 3-month USD LIBOR rate during the floating rate interest periods, as well as the interest payable on each
floating rate interest payment date may bear little or no relation to the hypothetical levels of the 3-month USD LIBOR rate or to the
hypothetical examples shown elsewhere in this prospectus supplement.
I f t he 3 -m ont h U SD LI BOR Ra t e Cha nge s, t he M a rk e t V a lue of Y our N ot e s M a y N ot Cha nge in t he Sa m e
M a nne r
The price of your notes may move differently than the 3-month USD LIBOR rate. Changes in the 3-month USD LIBOR rate
may not result in a comparable change in the market value of your notes. We discuss some of the reasons for this disparity under
"-- The Amount of Interest Payable on Your Notes Will Not Be Affected by the 3-Month USD LIBOR Rate on Any Day Other Than
an Interest Determination Date" and "-- The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors"
above.
Ant ic ipa t e d H e dging Ac t ivit ie s by Goldm a n Sa c hs or Our Dist ribut ors M a y N e ga t ive ly I m pa c t I nve st ors in
t he N ot e s a nd Ca use Our I nt e re st s a nd T hose of Our Clie nt s a nd Count e rpa rt ie s t o be Cont ra ry t o T hose of
I nve st ors in t he N ot e s
Goldman Sachs expects to hedge our obligations under the notes by purchasing futures and/or other instruments linked to 3-
month USD LIBOR. Goldman Sachs also expects to adjust the hedge by, among other things, purchasing or selling any of the
foregoing, and perhaps other instruments linked to 3-month USD LIBOR, at any time and from time to time, and to unwind the
hedge by selling any of the foregoing on or before the final interest determination date for your notes. Alternatively, Goldman Sachs
may hedge all or part of our obligations under the notes with unaffilated distributors

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of the notes which we expect will undertake similar market activity. Goldman Sachs may also enter into, adjust and unwind hedging
transactions relating to other 3-month USD LIBOR-linked notes whose returns are linked to 3-month USD LIBOR.
In addition to entering into such transactions itself, or distributors entering into such transactions, Goldman Sachs may structure
such transactions for its clients or counterparties, or otherwise advise or assist clients or counterparties in entering into such
transactions. These activities may be undertaken to achieve a variety of objectives, including: permitting other purchasers of the
notes or other securities to hedge their investment in whole or in part; facilitating transactions for other clients or counterparties that
may have business objectives or investment strategies that are inconsistent with or contrary to those of investors in the notes;
hedging the exposure of Goldman Sachs to the notes including any interest in the notes that it reacquires or retains as part of the
offering process, through its market-making activities or otherwise; enabling Goldman Sachs to comply with its internal risk limits or
otherwise manage firmwide, business unit or product risk; and/or enabling Goldman Sachs to take directional views as to relevant
markets on behalf of itself or its clients or counterparties that are inconsistent with or contrary to the views and objectives of the
investors in the notes.
Any of these hedging or other activities may adversely affect the levels of 3-month USD LIBOR -- and therefore the market
value of your notes and the amount we will pay on your notes at maturity. In addition, you should expect that these transactions will
cause Goldman Sachs or its clients, counterparties or distributors to have economic interests and incentives that do not align with,
and that may be directly contrary to, those of an investor in the notes. Neither Goldman Sachs nor any distributor will have any
obligation to take, refrain from taking or cease taking any action with respect to these transactions based on the potential effect on
an investor in the notes, and may receive substantial returns on hedging or other activities while the value of your notes declines.
In addition, if the distributor from which you purchase notes is to conduct hedging activities in connection with the notes, that
distributor may otherwise profit in connection with such hedging activities and such profit, if any, will be in addition to the
compensation that the distributor receives for the sale of the notes to you. You should be aware that the potential to earn fees in
connection with hedging activities may create a further incentive for the distributor to sell the notes to you in addition to the
compensation they would receive for the sale of the notes.
As Ca lc ula t ion Age nt , Goldm a n, Sa c hs & Co. Will H a ve t he Aut horit y t o M a k e De t e rm ina t ions t ha t Could
Affe c t t he V a lue of Y our N ot e s a nd t he Am ount Y ou M a y Re c e ive On Any I nt e re st Pa ym e nt Da t e
As calculation agent for your notes, Goldman, Sachs & Co. will have discretion in making certain determinations that affect
your notes, including determining the 3-month USD LIBOR rate on any interest determination date, which we will use to determine
the amount we will pay on any applicable interest payment date during the floating rate interest periods. The exercise of this
discretion by Goldman, Sachs & Co. could adversely affect the value of your notes and may present Goldman, Sachs & Co. with a
conflict of interest. We may change the calculation agent at any time without notice and Goldman, Sachs & Co. may resign as
calculation agent at any time upon 60 days' written notice to Goldman Sachs.
Y our N ot e s M a y N ot H a ve a n Ac t ive T ra ding M a rk e t
Your notes will not be listed or displayed on any securities exchange or included in any interdealer market quotation system,
and there may be little or no secondary market for your notes. Even if a secondary market for your notes develops, it may not
provide significant liquidity and we expect that transaction costs in any secondary market would be high. As a result, the difference
between bid and asked prices for your notes in any secondary market could be substantial.
Ce rt a in Conside ra t ions for I nsura nc e Com pa nie s a nd Em ploye e Be ne fit Pla ns
Any insurance company or fiduciary of a pension plan or other employee benefit plan that is subject to the prohibited
transaction rules of the Employee Retirement Income Security Act of 1974, as amended, which we call "ERISA", or the Internal
Revenue Code of 1986, as amended, including an IRA or a Keogh plan (or a governmental plan to which similar prohibitions
apply), and that is considering purchasing the offered notes with the assets of the insurance company or the assets of such a plan,
should consult with its counsel regarding whether the purchase or holding of the offered notes could become a "prohibited
transaction" under ERISA, the Internal Revenue Code or any substantially similar prohibition in light of the representations a
purchaser or holder in any of the above categories is deemed to make by purchasing and holding the offered notes. This is
discussed in more detail under "Employee Retirement Income Security Act" below.
Y ou Will Be Re quire d t o Ac c rue I nt e re st in Ex c e ss of I nt e re st Pa ym e nt s Follow ing t he I nit ia l Fix e d Ra t e
I nt e re st Pe riods
As discussed below under "Supplemental Discussion of Federal Income Tax Consequences", you will be required to accrue an
amount of interest in the initial fixed rate interest periods of your note that will generally be less than the stated interest on your
note in such periods. Conversely, you will be required to accrue an amount of interest in the floating rate interest periods of your
note that will generally exceed the stated interest on your note in such periods.

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Fore ign Ac c ount T a x Com plia nc e Ac t (FAT CA) Wit hholding M a y Apply t o Pa ym e nt s on Y our N ot e s, I nc luding
a s a Re sult of t he Fa ilure of t he Ba nk or Brok e r T hrough Whic h Y ou H old t he N ot e s t o Provide I nform a t ion
t o T a x Aut horit ie s
Please see the discussion under "United States Taxation -- Taxation of Debt Securities -- Foreign Account Tax Compliance
Act (FATCA) Withholding" in the accompanying prospectus for a description of the applicability of FATCA to payments made on
your notes.

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U SE OF PROCEEDS
We will use the net proceeds we receive from the sale of the offered notes for the purposes we describe in the accompanying
prospectus under "Use of Proceeds".
H EDGI N G
In anticipation of the sale of the offered notes, we and/or our affiliates have entered into or expect to enter into hedging
transactions involving purchases of instruments linked to the 3-month USD LIBOR rate. In addition, from time to time, we and/or
our affiliates expect to enter into additional hedging transactions and to unwind those we have entered into, in connection with the
offered notes and perhaps in connection with other notes we issue, some of which may have returns linked to the 3-month USD
LIBOR rate. Consequently, with regard to your notes, from time to time, we and/or our affiliates:

·
expect to acquire or dispose of positions in over-the-counter options, futures or other instruments linked to the 3-

month USD LIBOR rate, and/or

·
may take short positions in securities of the kind described above -- i.e., we and/or our affiliates may sell securities

of the kind that we do not own or that we borrow for delivery to purchaser, and/or

·
may take or dispose of positions in interest rate swaps, options swaps and treasury bonds.
We and/or our affiliates may also acquire a long or short position in securities similar to your notes from time to time and may,
in our or their sole discretion, hold or resell those securities.
In the future, we and/or our affiliates expect to close out hedge positions relating to the offered notes and perhaps relating to
other notes with returns linked to the 3-month USD LIBOR rate. These steps may also involve sales and/or purchases of some or
all of the listed or over-the-counter options, futures or other instruments linked to the 3-month USD LIBOR.

The hedging activity discussed above may adversely affect the market value of your notes from time to time and the

amount we will pay on your notes. See "Additional Risk Factors Specific to Your Notes" above for a discussion of these
adverse effects.

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H I ST ORI CAL 3 -M ON T H U SD LI BOR RAT ES
The level of the 3-month USD LIBOR rate has fluctuated in the past and may, in the future, experience significant fluctuations.
Any historical upward or downward trend in the level of the 3-month USD LIBOR rate during the period shown below is not an
indication that the 3-month USD LIBOR rate is more or less likely to increase or decrease at any time during the floating rate
interest periods. See "Additional Risk Factors Specific to Your Notes -- Increased Regulatory Oversight and Changes in the
Method Pursuant to Which the LIBOR Rates Are Determined May Adversely Affect the Value of Your Notes" for more information
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