Bond Goldman Sachs 0% ( US38148X2826 ) in USD

Goldman Sachs

100 % ▲

United States

US38148X2826 ( in USD )

04/11/2025

Prospectus brochure of the bond Goldman Sachs US38148X2826 en USD 0%, maturity 04/11/2025

1 000 USD

2 426 000 USD

38148X282

N/A

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

The Bond issued by Goldman Sachs ( United States ) , in USD, with the ISIN code US38148X2826, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 04/11/2025

The Bond issued by Goldman Sachs ( United States ) , in USD, with the ISIN code US38148X2826, was rated NR by Moody's credit rating agency.

424B2 1 a15-18826_49424b2.htm PROSPECTUS SUPPLEMENT NO. 4087 DATED OCTOBER 28, 2015
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

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

$2,426,400
Trigger Performance Securities Linked to the
Bloomberg Commodity Index 3 Month ForwardSM due 2025

T he not e s do not be a r int e re st . The amount that you will be paid on your notes on the stated maturity date (November 4,
2025) is based on the performance of the Bloomberg Commodity Index 3 Month ForwardSM (index) as measured from the trade
date (October 28, 2015) to and including the determination date (October 28, 2025).

The return on your notes is linked to the performance of the index and not to the performance of the Bloomberg Commodity IndexSM
(base index). Although the index follows the methodology of the base index, the futures contracts used for calculating the index
are for delivery three months later than those of the corresponding designated contracts used for the base index. T he re fore ,
t he re m a y be signific a nt va ria t ion be t w e e n t he pe rform a nc e of t he inde x a nd t he ba se inde x . The index is
reconstituted and rebalanced each year in January with respect to relative liquidity and production percentages and currently is
composed of the prices of 22 exchange-traded futures contracts on 20 physical commodities (See the following page).

If the final index level (the closing level of the index on the determination date) is greater than the initial index level of 197.3131,
then the return on the notes will be positive and equal the product of the index return (the percentage increase or decrease in the
final index level from the initial index level) multiplied by the participation rate of 2.10.

If the final index level is less than or equal to the initial index level but equal to or greater than 70.00% of the initial index level,
then you will only receive the face amount of your notes at maturity.

If the final index level is less than 70.00% of the initial index level, then the return on your notes will be negative and will equal the
index return. Y ou c ould re c e ive signific a nt ly le ss t ha n t he fa c e a m ount of your not e s a t m a t urit y. I n a ddit ion,
a ny sa le s prior t o m a t urit y c ould re sult in a loss e ve n if t he le ve l of t he inde x is gre a t e r t ha n 7 0 .0 0 % of t he
init ia l inde x le ve l a t t he t im e of suc h sa le .

At maturity, for each $10 face amount of your notes you will receive an amount in cash equal to:

·
if the final index level is greater than the initial index level, the sum of (a) $10 plus (b) the product of the index return times $10

times the participation rate of 2.10;

·
if the final index level is less than or equal to the initial index level but equal to or greater than 70.00% of the initial index level,

$10; or

·
if the final index level is less than 70.00% of the initial index level, the sum of (a) $10 plus (b) the product of the index return

times $10, resulting in a loss proportionate to the negative index return.

Y ou should re a d t he a ddit iona l disc losure he re in so t ha t you m a y be t t e r unde rst a nd t he t e rm s a nd risk s of
your inve st m e nt , inc luding, a m ong ot he r t hings, our c re dit risk . Se e pa ge S -7 . I n a ddit ion, a ny sa le s prior t o
m a t urit y c ould re sult in a loss e ve n if t he le ve l of t he Bloom be rg Com m odit y I nde x 3 M ont h Forw a rdSM is
gre a t e r t ha n 7 0 .0 0 % of t he init ia l inde x le ve l a t t he t im e of suc h sa le . The estimated value of your notes at the
time the terms of your notes are set on the trade date is equal to approximately $9.08 per $10 face amount. For a
discussion of the estimated value and the price at which Goldman, Sachs & Co. would initially buy or sell your notes, if it
makes a market in the notes, see the following page.

Origina l issue da t e :
October 30, 2015
Origina l issue pric e :
100.00% of the face amount
U nde rw rit ing disc ount : 5.45% of the face amount
N e t proc e e ds t o t he
94.55% of the face amount
issue r:

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 .
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Goldm a n, Sa c hs & Co.
Prospectus Supplement No. 4087 dated October 28, 2015.

Table of Contents

The issue price, underwriting discount and net proceeds listed above 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 notes. In addition, GS&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.

Est im a t e d V a lue of Y our N ot e s

The estimated value of your notes at the time the terms of your notes are set on the trade date (as determined by
reference to pricing models used by Goldman, Sachs & Co. (GS&Co.) and taking into account our credit spreads) is
equal to approximately $9.08 per $10 face amount, which is less than the original issue price. The value of your notes at
any time will reflect many factors and cannot be predicted; however, the price (not including GS&Co.'s customary bid
and ask spreads) at which GS&Co. would initially buy or sell notes (if it makes a market, which it is not obligated to do)
and the value that GS&Co. will initially use for account statements and otherwise is equal to approximately $9.95 per
$10 face amount, which exceeds the estimated value of your notes as determined by reference to these models. The
amount of the excess will decline on a straight line basis over the period from the trade date through October 29, 2016.

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.

The designated contracts for the commodities included in the index as of June 2015, along with their respective Final Commodity
Index Percentages (Target Weights) for 2015, are as follows:
2 0 1 5 Fina l Com m odit y
Com m odit y
De signa t e d Cont ra c t
T ra ding Fa c ilit y
I nde x Pe rc e nt a ge s (% )
Aluminum
High Grade Primary Aluminum
LME
4.5932%
Coffee
Coffee "C"
NYBOT (ICE Futures)
2.2122%
Copper
Copper
COMEX
7.5376%
Corn
Corn
CBOT
7.2463%
Cotton
Cotton
NYBOT (ICE Futures)
1.5130%
WTI Crude Oil
Light, Sweet Crude Oil
NYMEX
7.8435%
Brent Crude Oil
Oil (Brent Crude Oil)
ICE
7.1565%
Gold
Gold
COMEX
11.9041%
Ultra-Low-Sulfur Diesel (heating oil)
ULS Diesel (HO)
NYMEX
3.7609%
Lean Hogs
Lean Hogs
CME
1.9398%
Live Cattle
Live Cattle
CME
3.3274%
Natural Gas
Henry Hub Natural Gas
NYMEX
8.7398%
Nickel
Primary Nickel
LME
2.1994%
Silver
Silver
COMEX
4.2761%
Soybean Meal
Soybean Meal
CBOT
2.7453%
Soybean Oil
Soybean Oil
CBOT
2.8130%
Soybeans
Soybeans
CBOT
5.6813%
Sugar
World Sugar No. 11
NYBOT (ICE Futures)
3.9957%
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Reformulated Blendstock for Oxygen Blending (RBOB)
Unleaded Gasoline
NYMEX
3.6928%
Gasoline
Wheat (Chicago)
Soft Wheat
CBOT
3.3276%
Wheat (Kansas City HRW)
Hard Red Winter Wheat
CBOT
1.1705%
Zinc
Special High Grade Zinc
LME
2.4041%

Table of Contents

SU M M ARY I N FORM AT I ON

We refer to the notes we are offering by this prospectus supplement as the "offered notes" or the "notes". Each of
the offered notes, including your notes, has the terms described below and under "Specific Terms of Your Notes" on page S-
19. 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, in each case relating to the Medium-Term Notes, Series D of The
Goldman Sachs Group, Inc. 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.

I nde x : the Bloomberg Commodity Index 3 Month ForwardSM (Bloomberg symbol, "BCOMF3")

I nde x sponsor: the corporation or other entity, or group of corporations or other entities, that, in the determination of the
calculation agent, (i) is responsible for setting and reviewing the rules and procedures and the methods of calculation and
adjustments, if any, related to the Bloomberg Commodity Index 3 Month ForwardSM and (ii) announces (directly or through an agent)
the level of the Bloomberg Commodity Index 3 Month ForwardSM on any day; as of the date of this prospectus supplement, the
index sponsor is Bloomberg Financial L.P. ("Bloomberg")

Spe c ifie d c urre nc y: U.S. dollars ("$")

Fa c e a m ount : each note will have a face amount of $10, or integral multiples of $10 in excess thereof; $2,426,400 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

De nom ina t ions: $10 and integral multiples of $10 in excess thereof

M inim um purc ha se a m ount : in connection with the initial offering of the notes, the minimum principal amount of notes that
may be purchased by any investor is $1,000

Supple m e nt a l pla n of dist ribut ion: The Goldman Sachs Group, Inc. has agreed to sell to Goldman, Sachs & Co. ("GS&Co."),
and GS&Co. has agreed to purchase from The Goldman Sachs Group, Inc., the aggregate face amount of the offered notes
specified on the front cover of this prospectus supplement. GS&Co. proposes initially to offer the notes to the public at the original
issue price set forth on the cover page of this prospectus supplement, and to certain securities dealers at such price less a
concession not in excess of 5.00% of the face amount. See "Supplemental Plan of Distribution" on page S-45

Ca sh se t t le m e nt a m ount : on the stated maturity date, for each $10 face amount of your notes you will receive an amount in
cash equal to:

·
if the final index level is greater than the initial index level, the sum of (a) $10 plus (b) the product of the index return times $10

times the upside participation rate;
·
if the final index level is less than or equal to the initial index level but equal to or greater than the trigger level, $10; or

·
if the final index level is less than the trigger level, the sum of (a) $10 plus (b) the product of the index return times $10,

resulting in a loss proportionate to the negative index return.

Purc ha se a t a m ount ot he r t ha n fa c e a m ount : the amount we will pay you at the stated maturity date for your notes will
not be adjusted based on the issue price you pay for your notes, so if you acquire notes at a premium (or discount) to face amount
and hold them to the stated maturity date, it could affect your investment in a number of ways. The return on your investment in
such notes will be lower (or higher) than it would have been had you purchased the notes at face amount. See "Additional Risk
Factors Specific to Your Notes -- If You Purchase Your Notes at a Premium to Face Amount, the Return on Your Investment Will
Be Lower Than the Return on Notes Purchased at Face Amount and the Impact of Certain Key Terms of the Notes Will be
Negatively Affected"
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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: you will be obligated pursuant to the terms of the
notes -- in the absence of a change in law, an administrative determination or a judicial ruling to the contrary -- to

S-2
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characterize each note for all tax purposes as a pre-paid derivative contract in respect of the index, as described under
"Supplemental Discussion of U.S. Federal Income Tax Consequences" on page S-41 below. Pursuant to this approach, it is the
opinion of Sidley Austin LLP that upon the sale, exchange or maturity of your notes, it would be reasonable for you to recognize
capital gain or loss equal to the difference, if any, between the amount of cash you receive at such time and your tax basis in your
notes. No statutory, judicial or administrative authority directly discusses how your notes should be treated for U.S. federal income
tax purposes. As a result, the U.S. federal income tax consequences of your investment in the notes are uncertain and alternative
characterizations are possible. The Internal Revenue Service might assert that a treatment other than that described above is more
appropriate (including on a retroactive basis) and the timing and character of income in respect of the notes might differ from the
treatment described above.

T ra de da t e : October 28, 2015

Origina l issue da t e (se t t le m e nt da t e ): October 30, 2015

I nit ia l inde x le ve l: 197.3131

Fina l inde x le ve l: the closing level of the index on the determination date, except in the limited circumstances described under
"Specific Terms of Your Notes -- Payment of Principal on Stated Maturity Date -- Consequences of a Non-Trading Day or a
Market Disruption Event" on page S-21 and subject to adjustment as provided under "Specific Terms of Your Notes -- Payment of
Principal on Stated Maturity Date -- Discontinuance or Modification of the Index" on page S-22

Closing le ve l: the closing level on any trading day will be the official closing level of the index or any successor index as
published by the index sponsor

I nde x re t urn: the quotient of (i) the final index level minus the initial index level divided by (ii) the initial index level, expressed as
a positive or negative percentage

U pside pa rt ic ipa t ion ra t e : 210.00%

T rigge r le ve l: 138.12, which is 70.00% of the initial index level (rounded to the nearest one-hundredth)

T rigge r e ve nt : the final index level is less than the trigger level

St a t e d m a t urit y da t e : November 4, 2025, subject to adjustment as described under "Specific Terms of Your Notes -- Payment
of Principal on Stated Maturity Date -- Stated Maturity Date" on page S-20

De t e rm ina t ion da t e : October 28, 2025, subject to adjustment as described under "Specific Terms of Your Notes -- Payment of
Principal on Stated Maturity Date -- Determination Date" on page S-21

N o int e re st : the notes do not bear interest

N o re de m pt ion: the notes will not be subject to redemption right or price dependent redemption right

N o list ing: the notes will not be listed on any securities exchange or interdealer market quotation system

Ca lc ula t ion a ge nt : GS&Co.

Busine ss da y: as described under "Specific Terms of Your Notes -- Special Calculation Provisions -- Business Day" on page S-
23

T ra ding da y: as described under "Specific Terms of Your Notes -- Special Calculation Provisions -- Trading Day" on page S-23

I nde x c om m odit y t ra ding da y: as described under "Specific Terms of Your Notes -- Special Calculation Provisions -- Index
Commodity Trading Day" on page S-23

CU SI P no.: 38148X282

I SI N no.: US38148X2826

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
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Table of Contents

H Y POT H ET I CAL EX AM PLES

The following examples 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 impact that the various hypothetical final index levels on the
determination date could have on the cash settlement amount at maturity assuming all other variables remain constant.

The examples below are based on a range of final index levels that are entirely hypothetical; no one can predict what the index
level will be on any day throughout the life of your notes, and no one can predict what the final index level will be on the
determination date. The index has been highly volatile in the past -- meaning that the index level has changed considerably in
relatively short periods -- and its performance cannot be predicted for any future period.

The information in the following examples reflects hypothetical rates of return on the offered notes assuming that they are
purchased on the original issue date at the face amount and held to the stated maturity date. If you sell your notes in a secondary
market prior to the stated maturity date, your return will depend upon the market value of your notes at the time of sale, which may
be affected by a number of factors that are not reflected in the examples below such as interest rates, the volatility of the index
and our creditworthiness. In addition, the estimated value of your notes at the time the terms of your notes are set on the trade
date (as determined by reference to pricing models used by GS&Co.) is less than the original issue price of your notes. For more
information on the estimated value of your notes, see "Additional Risk Factors Specific to Your Notes -- The Estimated Value of
Your Notes At the Time the Terms of Your Notes Are Set On the Trade Date (as Determined By Reference to Pricing Models Used
By GS&Co.) Is Less Than the Original Issue Price Of Your Notes" on page S-7 of this prospectus supplement. The information in
the examples 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
$10
Upside participation rate
210.00%
Trigger level
70.00% of the initial index level
Neither a non-trading day nor a market disruption event occurs on the originally scheduled determination date

No change in or affecting the method by which the index sponsor calculates the index

Notes purchased on original issue date at the face amount and held to the stated maturity date

For these reasons, the actual performance of the index over the life of your notes, as well as the amount payable at maturity, if
any, may bear little relation to the hypothetical examples shown below or to the historical index levels shown elsewhere in this
prospectus supplement. For information about the historical levels of the index during recent periods, see "The Index -- Historical
Closing Levels of the Index" below. Before investing in the offered notes, you should consult publicly available information to
determine the levels of the index between the date of this prospectus supplement and the date of your purchase of the offered
notes.

Also, the hypothetical examples shown below do not take into account the effects of applicable taxes. Because of the U.S. tax
treatment applicable to your notes, tax liabilities could affect the after-tax rate of return on your notes to a comparatively greater
extent than the after-tax return on the index commodities.

The levels in the left column of the table below represent hypothetical final index levels and are expressed as percentages of the
initial index level. The amounts in the middle column represent the hypothetical cash settlement amounts, based on the
corresponding hypothetical final index level (expressed as a percentage of the initial index level), assuming that a t rigge r e ve nt
doe s not oc c ur (i.e., the final index level is greater than or equal to the trigger level), and are expressed as percentages of the
face amount of a note (rounded to the nearest one-thousandth of a percent). The amounts in the right column represent the
hypothetical cash settlement amounts, based on the corresponding hypothetical final index level (expressed as a percentage of the
initial index level), assuming that a t rigge r e ve nt oc c urs (i.e., the final index level is less than the trigger level), and are
expressed as percentages of the face amount of a note (rounded to the nearest

one-thousandth of a percent). Thus, a hypothetical cash settlement amount of 100.000% means that the value of the cash payment
that we would deliver for each $10 of the outstanding face amount of the offered notes on the stated maturity date would equal
100.000% of the face amount of a note, based on the corresponding hypothetical final index level (expressed as a percentage of
the initial index level) and the assumptions noted above.

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Table of Contents

H ypot he t ic a l Fina l I nde x Le ve l
H ypot he t ic a l Ca sh Se t t le m e nt Am ount
(a s Pe rc e nt a ge of I nit ia l I nde x Le ve l)
(a s Pe rc e nt a ge of Fa c e Am ount )

T rigge r Eve nt H a s N ot
T rigge r Eve nt H a s
Oc c urre d
Oc c urre d

200.000%
310.000%
N/A

150.000%
205.000%
N/A

140.000%
184.000%
N/A

120.000%
142.000%
N/A

110.000%
121.000%
N/A

1 0 0 .0 0 0 %
1 0 0 .0 0 0 %
N /A

90.000%
100.000%
N/A

85.000%
100.000%
N/A

75.000%
100.000%
N/A

7 0 .0 0 0 %
1 0 0 .0 0 0 %
N /A

69.999%
N/A
69.999%

50.000%
N/A
50.000%

25.000%
N/A
25.000%

0 .0 0 0 %
N /A
0 .0 0 0 %

If, for example, a t rigge r e ve nt ha s oc c urre d and the final index level were determined to be 25.000% of the initial index
level, the cash settlement amount that we would deliver on your notes at maturity would be 25.000% of the face amount of your
notes, as shown in the table above. As a result, if you purchased your notes on the original issue date at the face amount and held
them to the stated maturity date, you would lose 75.000% of your investment, which is proportionate to the decline of the index
from the trade date to the determination date (if your purchased your notes at a premium to face amount you would lose a
correspondingly higher percentage of your investment).

If, for example, a t rigge r e ve nt ha s not oc c urre d and the final index level were determined to be 90.000% of the initial index
level, the cash settlement amount that we would deliver on your notes at maturity would be 100.000% of the face amount of your
notes, as shown in the table above. Because a trigger event has not occurred (i.e., the hypothetical final index level is greater than
or equal to the trigger level), the cash settlement amount that we would deliver on your notes at maturity would be 100.000% of the
face amount of your notes, as shown in the table above.

If, however, the final index level were determined to be 110.000% of the initial index level, the cash settlement amount that we
would deliver on your notes at maturity would be 121.000% of the face amount of your notes, as shown in the table above. Since
the hypothetical final index level is greater than the initial index level, the index return is enhanced by the upside participation rate
and the cash settlement amount that we would deliver on your notes at maturity would be 121.000% of the face amount of your
notes, as shown in the table above.

The cash settlement amounts shown above are entirely hypothetical; they are based on market prices for the index commodities
that may not be achieved on the determination date and on assumptions that may prove to be erroneous. The actual market value
of your notes on the stated maturity date or at any other time, including any time you may wish to sell your notes, may bear little
relation to the hypothetical cash settlement amounts shown above, and these amounts should not be viewed as an indication of the
financial return on an investment in the offered notes. The hypothetical cash settlement amounts on notes held to the stated
maturity date in the examples above assume you purchased your notes at their face amount and have not been adjusted to reflect
the actual issue price you pay for your notes. The return on your investment (whether positive or negative) in your notes will be
affected by the amount you pay for your notes. If you purchase your notes for a price other than the face amount, the return on
your investment will differ from, and may be significantly lower than, the hypothetical returns suggested by the above examples.
Please read "Additional Risk Factors Specific to the Notes -- The Market Value of Your Notes May Be Influenced by Many
Unpredictable Factors" on page S-9.

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 a combination of an interest-bearing bond bought by the holder
and one or more options entered into between the holder and us (with one or more implicit option premiums paid over time). The
discussion in this paragraph does not modify or affect the terms of the notes or the U.S. federal income tax treatment of the notes,
as described elsewhere in this prospectus supplement.

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We cannot predict the actual final index level or what the market value of your notes will be on any particular trading day, nor can
we predict the relationship between the index level and the market value of your notes at any time prior to the stated maturity
date. The actual amount that you will receive, if any, at maturity and the rate of return on the offered notes will depend on the
actual final index level determined by the calculation agent as described above. Moreover, the assumptions on which the
hypothetical returns are based may turn out to be inaccurate. Consequently, the amount of cash to be paid in respect of your
notes, if any, on the stated maturity date may be very different from the information reflected in the examples above.

S-6
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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
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. Also,
your notes are not equivalent to investing directly in the index commodities, i.e., the commodity futures contracts comprising the
index to which your notes are linked. You should carefully consider whether the offered notes are suited to your particular
circumstances.

T he Est im a t e d V a lue of Y our N ot e s At t he T im e t he T e rm s of Y our N ot e s Are Se t On t he T ra de Da t e (a s
De t e rm ine d By Re fe re nc e t o Pric ing M ode ls U se d By GS& Co.) I s Le ss T ha n t he Origina l I ssue Pric e Of Y our
N ot e s

The original issue price for your notes exceeds the estimated value of your notes as of the time the terms of your notes are set on
the trade date, as determined by reference to GS&Co.'s pricing models and taking into account our credit spreads. Such estimated
value on the trade date is set forth above under "Estimated Value of Your Notes"; after the trade date, the estimated value as
determined by reference to these models will be affected by changes in market conditions, our creditworthiness and other relevant
factors. The price at which GS&Co. would initially buy or sell your notes (if GS&Co. makes a market, which it is not obligated to
do), and the value that GS&Co. will initially use for account statements and otherwise, also exceeds the estimated value of your
notes as determined by reference to these models. As agreed by GS&Co. and the distribution participants, the amount of the
excess will decline on a straight line basis over the period set forth above under "Estimated Value of Your Notes". Thereafter, if
GS&Co. buys or sells your notes it will do so at prices that reflect the estimated value determined by reference to such pricing
models at that time. The price at which GS&Co. will buy or sell your notes at any time also will reflect its then current bid and ask
spread for similar sized trades of structured notes.

In estimating the value of your notes as of the time the terms of your notes are set on the trade date, as disclosed above under
"Estimated Value of Your Notes", GS&Co.'s pricing models consider certain variables, including principally our credit spreads,
interest rates (forecasted, current and historical rates), volatility, price-sensitivity analysis and the time to maturity of the notes.
These pricing models are proprietary and rely in part on certain assumptions about future events, which may prove to be incorrect.
As a result, the actual value you would receive if you sold your notes in the secondary market, if any, to others may differ, perhaps
materially, from the estimated value of your notes determined by reference to our models due to, among other things, any
differences in pricing models or assumptions used by others. See "-- The Market Value of Your Notes May Be Influenced by Many
Unpredictable Factors" below.

The difference between the estimated value of your notes as of the time the terms of your notes are set on the trade date and the
original issue price is a result of certain factors, including principally the underwriting discount and commissions, the expenses
incurred in creating, documenting and marketing the notes, and an estimate of the difference between the amounts we pay to
GS&Co. and the amounts GS&Co. pays to us in connection with your notes. We pay to GS&Co. amounts based on what we would
pay to holders of a non-structured note with a similar maturity. In return for such payment, GS&Co. pays to us the amounts we owe
under your notes.

In addition to the factors discussed above, the value and quoted price of your notes at any time will reflect many factors and
cannot be predicted. If GS&Co. makes a market in the notes, the price quoted by GS&Co. would reflect any changes in market
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conditions and other relevant factors, including any deterioration in our creditworthiness or perceived creditworthiness. These
changes may adversely affect the value of your notes, including the price you may receive for your notes in any market making
transaction. To the extent that GS&Co. makes a market in the notes, the quoted price will reflect the estimated value determined
by reference to GS&Co.'s pricing models at that time, plus or minus its then current bid and ask spread for similar sized trades of
structured notes (and subject to the declining excess amount described above).

Furthermore, if you sell your notes, you will likely be charged a commission for secondary market transactions, or the price will
likely reflect a dealer discount. This commission or discount will further reduce the proceeds you would receive for your notes in a
secondary market sale.

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There is no assurance that GS&Co. or any other party will be willing to purchase your notes at any price and, in this regard,
GS&Co. is not obligated to make a market in the notes. See "-- Your Notes May Not Have an Active Trading Market" below.

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 on the performance of the index, 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.

Y ou M a y Lose Y our Ent ire I nve st m e nt in t he N ot e s

You can lose your entire investment in the notes. The cash payment on your notes, if any, on the stated maturity date will be
based on the performance of the Bloomberg Commodity Index 3 Month ForwardSM as measured from the initial index level set on
the trade date to the closing level on the determination date. If a trigger event has occurred, the amount in cash you will receive on
your notes on the stated maturity date, if any, will be less than the face amount of your notes and you will incur a loss on the face
amount proportionate to the decline of the index from the trade date to the determination date. Thus, you may lose your entire
investment in the notes, which would include any premium to face amount you paid when you purchased the notes.

Also, the application of the trigger level occurs only at maturity and the market price of your notes prior to the stated maturity date
may be significantly lower than the purchase price you pay for your notes. Consequently, if you are able to sell your notes before
the stated maturity date, you may receive far less than the amount of your investment in the notes.

T he Re t urn on Y our N ot e s M a y Cha nge Signific a nt ly De spit e Only a Sm a ll Cha nge in t he I nde x Le ve l

If a trigger event occurs, you will receive less than the face amount of your notes and you could lose all or a substantial portion of
your investment in the notes. This means that while a drop of up to 30.00% between the initial index level and the final index level
will not result in a loss of principal on the notes (since a trigger event will not have occurred), any additional decrease in the final
index level to less than 70.00% of the initial index level will result in a loss of a significant portion of the principal amount of the
notes.

Y our N ot e s Do N ot Be a r I nt e re st

You will not receive any interest payments on your notes. As a result, even if the cash settlement amount payable for each of your
notes on the stated maturity date exceeds the face amount of your notes, the overall return you earn on your notes may be less
than you would have earned by investing in a non-indexed debt security of comparable maturity that bears interest at a prevailing
market rate.

Pa st I nde x Pe rform a nc e is N o Guide t o Fut ure Pe rform a nc e

The actual performance of the index over the life of the notes, as well as the amount payable at maturity, may bear little relation to
the historical closing level of the index or to the hypothetical return examples set forth elsewhere in this prospectus supplement.
We cannot predict the future performance of the index.

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
original issue price you paid as provided on the cover of this prospectus supplement.

I f Y ou Purc ha se Y our N ot e s a t a Pre m ium t o Fa c e Am ount , t he Re t urn on Y our I nve st m e nt Will Be Low e r
T ha n t he Re t urn on N ot e s Purc ha se d a t Fa c e Am ount a nd t he I m pa c t of Ce rt a in K e y T e rm s of t he N ot e s Will
be N e ga t ive ly Affe c t e d
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The return on your notes will be based on the index return, which is the percentage increase or decrease in the final index level on
the determination date from the initial index level. If the final index level is less than the initial index level, you may receive less
than the face amount of your notes. If the final index level is zero, you will lose your entire investment in the notes. The cash
settlement amount you will be paid for your notes on the stated maturity date will not be adjusted based on the issue price you pay
for the notes. If you purchase notes at a price that differs from the face amount of the notes, then the return on your investment in
such notes held to the stated maturity date will differ from, and may be substantially less than, the return on notes purchased at
face amount. If you purchase your notes at a

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premium to face amount and hold them to the stated maturity date the return on your investment in the notes will be lower than it
would have been had you purchased the notes at face amount or a discount to face amount.

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 and are
able to sell them 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 level of the index;

·
the volatility -- i.e., the frequency and magnitude of changes -- in the level of the index;

·
economic, financial, legislative, regulatory and political, military or other events that affect commodity and financial markets

generally and the market segments of which the index commodities are a part, and which may affect the level of the index;

·
other interest rates and yield rates in the market;

·
the time remaining until your notes mature; and

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

or changes in other credit measures.

These 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 or less than you would have received had you held your notes to maturity.

You cannot predict the future levels of the index based on its historical fluctuations. The actual level of the index over the life of
the notes may bear little or no relation to the historical closing level of the index or to the hypothetical examples shown elsewhere
in this prospectus supplement.

I f t he Le ve l of t he I nde x 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

Your notes may trade quite differently from the performance of the index. Changes in the level of the index may not result in a
comparable change in the market value of your notes. Even if the level of the index increases above the initial index level during
the life of the notes, the market value of your notes may not increase by the same amount. We discuss some of the reasons for
this disparity under "-- The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors" above.

Ot he r I nve st ors in t he N ot e s M a y N ot H a ve t he Sa m e I nt e re st s a s Y ou

Other investors in the notes are not required to take into account the interests of any other investor in exercising remedies or voting
or other rights in their capacity as securityholders or in making requests or recommendations to Goldman Sachs as to the
establishment of other transaction terms. The interests of other investors may, in some circumstances, be adverse to your interests.
For example, certain investors may take short positions (directly or indirectly through derivative transactions) on assets that are the
same or similar to your notes, index, index commodities or other similar securities, which may adversely impact the market for or
value of your notes.

Y ou H a ve N o Right s w it h Re spe c t t o Any I nde x Com m odit y or Right s t o Re c e ive Any I nde x Com m odit y

Investing in your notes will not make you a holder of any index commodity or in a collective investment vehicle that invests in the
foregoing. Neither you nor any other holder or owner of your notes will have any rights with respect to such index commodities.
Your notes will be paid in cash, and you will have no right to receive delivery of any commodities.

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
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Goldman Sachs expects to hedge our obligations under the notes by purchasing futures and/or other instruments linked to the
index. 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 the index or the commodity futures contracts underlying the index, which we refer to as index
commodities, at any time and from time to time, and to unwind the hedge by selling any of the foregoing on or before the
determination date for your notes. Alternatively, Goldman Sachs may hedge all or part of our obligations under the notes with
unaffiliated distributors of the notes which we expect will undertake similar

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market activity. Goldman Sachs may also enter into, adjust and unwind hedging transactions relating to other index-linked notes
whose returns are linked to changes in the level of the index or the index commodities, as applicable.

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 the index or index commodities and therefore the market
value of your notes and the amount we will pay on your notes, if any, 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.

Goldm a n Sa c hs' T ra ding a nd I nve st m e nt Ac t ivit ie s for it s Ow n Ac c ount or for it s Clie nt s Could N e ga t ive ly
I m pa c t I nve st ors in t he N ot e s

Goldman Sachs is a global investment banking, securities and investment management firm that provides a wide range of financial
services to a substantial and diversified client base that includes corporations, financial institutions, governments and high-net-
worth individuals. As such, it acts as an investor, investment banker, research provider, investment manager, investment advisor,
market maker, trader, prime broker and lender. In those and other capacities, Goldman Sachs purchases, sells or holds a broad
array of investments, actively trades securities, derivatives, loans, commodities, currencies, credit default swaps, indices, baskets
and other financial instruments and products for its own account or for the accounts of its customers, and will have other direct or
indirect interests, in the global fixed income, currency, commodity, equity, bank loan and other markets. Any of Goldman Sachs'
financial market activities may, individually or in the aggregate, have an adverse effect on the market for your notes, and you
should expect that the interests of Goldman Sachs or its clients or counterparties will at times be adverse to those of investors in
the notes. Goldman, Sachs & Co. and its affiliates actively trade commodities contracts, options on commodities contracts, over-
the-counter contracts and other instruments and derivative products based on numerous commodities. Trading in any of the
foregoing by Goldman, Sachs & Co. and its affiliates and unaffiliated third parties could adversely affect the value of the
commodities to which your notes are linked which could in turn affect the return on and the value of your notes.

Goldman Sachs regularly offers a wide array of securities, financial instruments and other products into the marketplace, including
existing or new products that are similar to your notes, or similar or linked to the index or index commodities. Investors in the notes
should expect that Goldman Sachs will offer securities, financial instruments, and other products that will compete with the notes
for liquidity, research coverage or otherwise.

Goldm a n Sa c hs' M a rk e t -M a k ing Ac t ivit ie s Could N e ga t ive ly I m pa c t I nve st ors in t he N ot e s

Goldman Sachs actively makes markets in and trades financial instruments for its own account and for the accounts of customers.
These financial instruments include debt and equity securities, currencies, commodities, bank loans, indices, baskets and other
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