Bond Goldman Sachs & Co. 5.3% ( US38148BAC28 ) in USD

Goldman Sachs & Co.

100.15 % ▲

United States

US38148BAC28 ( in USD )

5.3% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond The Goldman Sachs Group Inc US38148BAC28 en USD 5.3%, maturity Perpetual

1 000 USD

650 000 000 USD

38148BAC2

BB+ ( Non-investment grade speculative )

N/A

10/11/2025 ( In 6 days )

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

The Bond issued by Goldman Sachs & Co. ( United States ) , in USD, with the ISIN code US38148BAC28, pays a coupon of 5.3% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual
The Bond issued by Goldman Sachs & Co. ( United States ) , in USD, with the ISIN code US38148BAC28, was rated BB+ ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

Preferred Stock Series O Prospectus Supplement
424B2 1 d217616d424b2.htm PREFERRED STOCK SERIES O PROSPECTUS SUPPLEMENT
Table of Contents
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -
1 9 8 7 3 5

Prospe c t us Supple m e nt t o t he Prospe c t us da t e d De c e m be r 2 2 , 2 0 1 5 .

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

650,000 Depositary Shares
Each Representing 1/25th Interest in a Share of
5.30% Fixed-to-Floating Rate Non-Cumulative Preferred Stock,

Series O

Each of the 650,000 depositary shares offered hereby represents a 1/25th ownership interest in a share of perpetual Non-Cumulative Preferred
Stock, Series O ("Series O 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 O Preferred Stock (including dividend, voting, redemption and liquidation rights). You must exercise such rights through
the depositary.
Holders of Series O 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 (i) from the date of original issue, semi-annually in arrears on the 10th day of May and November of each year, commencing on November 10, 2016
and ending on November 10, 2026, at a fixed rate per annum of 5.30%, and (ii) following November 10, 2026, quarterly in arrears on the 10th day of
February, May, August and November of each year, at a floating rate per annum equal to three-month U.S. dollar LIBOR plus 3.834% on the related LIBOR
determination date. Payment of dividends on the Series O 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 O 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 O Preferred Stock are declared for any future
dividend period.
We may, at our option, redeem the shares of Series O Preferred Stock (i) in whole or in part, from time to time, on or after November 10, 2026 (or, if
not a business day, the next succeeding business day), 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 O Preferred Stock--Redemption" on page S-23, in each case, at a redemption price of $25,000 per
share (equivalent to $1,000 per depositary share), plus accrued and unpaid dividends for the then-current dividend period to but excluding the redemption
date, whether or not declared. If we redeem the Series O Preferred Stock, the depositary will redeem a proportionate number of depositary shares. The
Series O Preferred Stock will not have voting rights, except as set forth under "Description of Series O Preferred Stock--Voting Rights" on page S-24.
The Series O 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 O 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-11 of this prospectus supplement to read about factors you should consider before buying the depositary
shares.

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 . Any re pre se nt a t ion t o t he c ont ra ry is a
c rim ina l offe nse .

Per Depositary

Share

Total

Initial public offering price(1)

$
1,000.00
$650,000,000
Underwriting discount(2)

$
15.00
$
9,750,000
Proceeds, before expenses, to The Goldman Sachs Group, Inc.

$
985.00
$640,250,000

(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 July 27, 2016.
(2) An underwriting discount of $15.00 per depositary share (or up to $9,750,000 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
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Preferred Stock Series O Prospectus Supplement
payment on or about July 27, 2016.
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. 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.
Goldm a n, Sa c hs & Co.

Prospectus Supplement dated July 20, 2016.
Table of Contents
SU M M ARY I N FORM AT I ON
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 O 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 December 22, 2015, 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.

I ssue r:
The Goldman Sachs Group, Inc.
Se c urit ie s offe re d:
650,000 depositary shares each representing a 1/25th
ownership interest in a share of perpetual 5.30% Fixed-to-
Floating Rate Non-Cumulative Preferred Stock, Series O,
$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 O
Preferred Stock represented by such depositary share, to
all the rights and preferences of the Series O 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 O
Preferred Stock, and all the additional shares would be
deemed to form a single series with the depositary shares
representing shares of Series O 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.
Divide nds:
Dividends on the Series O Preferred Stock, when, as and if
declared by our board of directors (or a duly authorized
committee of the board), will accrue and be payable on the
liquidation preference amount of $25,000 per share of the
Series O Preferred Stock (equivalent to $1,000 per
depositary share) from the original issue date, on a non-
cumulative basis, from the date of original issue, semi-
annually in arrears on the 10th day of May and November
of each year, commencing on

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Preferred Stock Series O Prospectus Supplement

S-2
Table of Contents
November 10, 2016 and ending on November 10, 2026, at
a fixed rate per annum of 5.30%, and (ii) following
November 10, 2026, quarterly in arrears on the 10th day of
February, May, August and November of each year, at a
floating rate per annum equal to three-month U.S. dollar
LIBOR plus 3.834% on the related LIBOR determination
date. 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 (i) from and including the original issue
date of the Series O Preferred Stock to but excluding
November 10, 2026, 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 O Preferred Stock and will end on and exclude the
November 10, 2016 dividend payment date, and (ii) from
and including November 10, 2026, the period from and
including a dividend payment date to but excluding the next
dividend payment date, except that the dividend period in
respect of the February 10, 2027 dividend payment date
will commence on and include November 10, 2026.
Dividends on shares of Series O Preferred Stock will not
be cumulative and will not be mandatory. In the event
dividends are not declared on the Series O 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 O Preferred Stock are declared for any future
dividend period.
Payment of dividends on the Series O Preferred Stock is
subject to certain legal, regulatory and other restrictions
described under "Description of Series O Preferred Stock--
Dividends" below.

S-3
Table of Contents
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Preferred Stock Series O Prospectus Supplement
So long as any share of Series O 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 O 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 O 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 O 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., or any of our other affiliates, to engage in any
market-making transactions in our junior stock in the
ordinary course of business.
When dividends are not paid in full on the shares of
Series O Preferred Stock and any shares of other classes
or series of our securities that rank equally with the
Series O Preferred Stock (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 O 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 O 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 O
Preferred Stock from time to time

S-4
Table of Contents
out of any funds legally available for such payment, and the
shares of the Series O Preferred Stock shall not be entitled
to participate in any such dividend.
Divide nd pa ym e nt da t e s:
The 10th day of May and November of each year,
commencing on November 10, 2016 and ending on
November 10, 2026, and the 10th day of February, May,
August and November of each year following November 10,
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Preferred Stock Series O Prospectus Supplement
2026, subject to adjustment as provided below. If any
dividend payment date on or prior to November 10, 2026 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. If any date
after November 10, 2026 on which dividends would
otherwise be payable is not a business day, then the
dividend payment date will be the next succeeding
business day unless such day falls in the next calendar
month, in which case the dividend payment date will be the
immediately preceding day that is a business day, and
dividends will accrue to the dividend payment date as so
adjusted. "Business day" means (i) from the original issue
date to and including November 10, 2026 (or, if not a
business day, the next succeeding business day), 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, and (ii) thereafter, 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 and is a day on which dealings in U.S.
dollars are transacted in the London interbank market.
Re de m pt ion:
The Series O Preferred Stock is perpetual and has no
maturity date. We may, at our option, redeem the shares of
Series O Preferred Stock (i) in whole or in part, from time
to time, on or after November 10, 2026 (or, if not a
business day, the next succeeding business day), 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

S-5
Table of Contents
supplement), in each case, at a redemption price equal to
$25,000 per share (equivalent to $1,000 per depositary
share), plus accrued and unpaid dividends for the then-
current dividend period to but excluding the redemption
date, whether or not declared. If we redeem the Series O
Preferred Stock, the depositary will redeem a proportionate
number of depositary shares.
Neither holders of Series O Preferred Stock nor holders of
depositary shares will have the right to require the
redemption or repurchase of the Series O Preferred Stock.
Redemption of Series O Preferred Stock is subject to
certain legal, regulatory and other restrictions described
under "Description of Series O Preferred Stock--
Redemption" below.
Liquida t ion right s:
Upon any voluntary or involuntary liquidation, dissolution or
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Preferred Stock Series O Prospectus Supplement
winding-up of The Goldman Sachs Group, Inc., holders of
shares of Series O 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 O 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 O Preferred Stock and any other shares of
our stock ranking equally as to such distribution).
V ot ing right s:
None, except with respect to certain changes in the terms
of the Series O Preferred Stock and in the case of certain
dividend non-payments. See "Description of Series O
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 O Preferred
Stock" below.
Ra nk ing:
Shares of the Series O 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

S-6
Table of Contents
preference per share ("Series A Preferred Stock"), 6.20%
Non-Cumulative Preferred Stock, Series B, $25,000
liquidation preference per share ("Series B 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"), 5.95% Non-Cumulative Preferred Stock,
Series I, $25,000 liquidation preference per share ("Series I
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-
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Preferred Stock Series O Prospectus Supplement
Floating Rate Non-Cumulative Preferred Stock, Series M,
$25,000 liquidation preference per share ("Series M
Preferred Stock") and 6.30% Non-Cumulative Preferred
Stock, Series N, $25,000 liquidation preference per share
("Series N 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 O Preferred Stock), with
respect to the payment of dividends and distributions upon
liquidation, dissolution or winding-up. We will 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).
M a t urit y:
The Series O Preferred Stock does not have any maturity
date, and we are not required to redeem the Series O
Preferred Stock. Accordingly, the Series O Preferred Stock
will remain outstanding indefinitely, unless and until we
decide to redeem it.

S-7
Table of Contents
Pre e m pt ive a nd c onve rsion right s:
None.
List ing:
Neither the depositary shares nor the Series O Preferred
Stock will be listed on any securities exchange or
interdealer market quotation system.
T a x c onse que nc e s:
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 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 70% dividends-received deduction.
If you are a United States alien holder of depositary shares,
dividends paid to you will be subject to withholding tax at a
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Preferred Stock Series O Prospectus Supplement
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

S-8
Table of Contents
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 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 is 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. This withholding tax could also apply to
payments of gross proceeds received upon a disposition of
the depositary shares by a non-compliant payee on or after
January 1, 2019. 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.
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Preferred Stock Series O Prospectus Supplement
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.

S-9
Table of Contents
U se of proc e e ds:
We intend to use the net proceeds from the sale of the
depositary shares representing interests in the Series O
Preferred Stock to provide additional funds for our
operations and for other general corporate purposes. See
"Use of Proceeds" in the accompanying prospectus.
T ra nsfe r a ge nt a nd re gist ra r:
The Bank of New York Mellon
De posit a ry:
The Bank of New York Mellon
Ca lc ula t ion Age nt :
The Bank of New York Mellon

S-10
Table of Contents
RI SK FACT ORS

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 December 22, 2015 and under "Risk Factors" in Part I, Item 1A of our Annual
Report on Form 10-K for the year ended December 31, 2015. 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 December 22, 2015 before
deciding whether this investment is suited to your particular circumstances.
Y ou a re m a k ing a n inve st m e nt de c ision w it h re ga rd t o t he de posit a ry sha re s a s w e ll a s t he Se rie s O
Pre fe rre d St oc k
As described in the accompanying prospectus, we are issuing fractional interests in shares of Series O Preferred Stock in
the form of depositary shares. Accordingly, the depositary will rely on the payments it receives on the Series O 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.
T he Se rie s O Pre fe rre d St oc k is e quit y a nd is subordina t e t o our e x ist ing a nd fut ure inde bt e dne ss
The shares of Series O Preferred Stock are equity interests in The Goldman Sachs Group, Inc. and do not constitute
indebtedness. As such, the shares of Series O 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 O 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
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Preferred Stock Series O Prospectus Supplement
declare and pay dividends is subject to 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 O Preferred Stock, during the deferral period.
Y ou m a y not re c e ive divide nds on t he Se rie s O Pre fe rre d St oc k
Dividends on the Series O 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 O
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 B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred
Stock, Series I 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 or any other preferred stock we may issue.

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Table of Contents
In addition, if we fail to comply, or if and to the extent such act would cause us to fail to comply, with applicable laws, rules
and regulations (including applicable capital adequacy guidelines), we may not declare, pay or set aside for payment dividends on
Series O Preferred Stock. As a result, if payment of dividends on Series O Preferred Stock for any dividend period would cause us
to fail to comply with any applicable law, rule or regulation, we will not declare 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 m a y be a ble t o re de e m t he Se rie s O Pre fe rre d St oc k prior t o N ove m be r 1 0 , 2 0 2 6
By its terms, the Series O Preferred Stock may be redeemed by us prior to November 10, 2026 upon the occurrence of
certain events involving the capital treatment of the Series O 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 O Preferred Stock, subject to the approval of the Federal Reserve Board. See "Description of
Series O Preferred Stock--Redemption".
Although the terms of the Series O 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 O 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 O 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 O Preferred Stock in accordance with its terms prior to November 10, 2026 at a redemption
price equal to $25,000 per share (equivalent to $1,000 per depositary share), plus 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 O Preferred Stock--Redemption" below. If the Series O
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.
I nve st ors should not e x pe c t us t o re de e m t he Se rie s O Pre fe rre d St oc k on or a ft e r t he da t e it be c om e s
re de e m a ble a t our opt ion
The Series O Preferred Stock will be a perpetual equity security. This means that it will have no maturity or mandatory
https://www.sec.gov/Archives/edgar/data/886982/000119312516655266/d217616d424b2.htm[7/25/2016 10:58:01 AM]

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