Bond Goldman Sachs 3% ( US38150AE431 ) in USD

Goldman Sachs

86.15 % ▼

United States

US38150AE431 ( in USD )

3% per year ( payment 2 times a year)

30/03/2035

Prospectus brochure of the bond Goldman Sachs US38150AE431 en USD 3%, maturity 30/03/2035

1 000 USD

6 667 000 USD

38150AE43

BBB+ ( Lower medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

30/03/2025 ( In 35 days )

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

Goldman Sachs issued a USD 6,667,000 bond (CUSIP: 38150AE43, ISIN: US38150AE431) maturing on March 30, 2035, with a 3% coupon rate, paying semi-annually, currently trading at 89.04%, minimum purchase size 1,000, rated BBB+ by S&P and A2 by Moody's.

gs-424b2.htm
424B2 1 gs-424b2.htm 424B2
Fil e d Pursu a nt t o Rule 4 2 4 (b)( 2 )
Re gist r a t i on St a t e m e nt N o. 3 3 3 -2 1 9 2 0 6

$ 6 ,6 6 7 ,0 0 0
T he Goldm a n Sa c hs Group, I nc .
Callable Step-Up Fixed Rate Notes due 2035

We will pay you interest semi-annually on your notes at a rate of 3.00% per annum from and including March 30, 2020 to but
excluding March 30, 2025. We will pay you interest semi-annually on your notes at a rate of 3.50% per annum from and including
March 30, 2025 to but excluding March 30, 2029. We will pay you interest semi-annually on your notes at a rate of 4.00% per
annum from and including March 30, 2029 to but excluding March 30, 2032. We will pay you interest semi-annually on your notes
at a rate of 4.50% per annum from and including March 30, 2032 to but excluding March 30, 2034. We will pay you interest semi-
annually on your notes at a rate of 5.00% per annum from and including March 30, 2034 to but excluding the stated maturity date
(March 30, 2035). Interest will be paid on each March 30 and September 30. The first such payment will be made on September
30, 2020.
In addition, we may redeem the notes at our option, in whole but not in part, on each March 30, June
3 0 , Se pt e m be r 3 0 a nd De c e m be r 3 0 on or a ft e r Se pt e m be r 3 0 , 2 0 2 2 , upon a t le a st five bu si ne ss da ys'
prior not ic e , a t a re d e m pt ion pric e e qua l t o 1 0 0 % of t he out st a nding princ ip a l a m ount plus a c c r ue d a nd
unpa id int e re st t o but e x c l uding t he re de m pt ion da t e . Alt hough t he int e r e st ra t e w i ll st e p up du ring t he
life of your not e s, you m a y not be ne fit from suc h inc re a se in t he i nt e re st ra t e if your not e s a re
re de e m e d prior t o t he st a t e d m a t urit y da t e .

Per Note

Total
Initial price to public

100%
$6,667,000
Underwriting discount

3.282%
$218,810.94
Proceeds, before expenses, to The Goldman Sachs Group, Inc.

96.718%
$6,448,189.06

The initial price to public set forth above does not include accrued interest, if any. Interest on the notes will accrue from March
30, 2020 and must be paid by the purchaser if the notes are delivered after March 30, 2020. In addition to offers and sales at
the initial price to public, the underwriters may offer the notes from time to time for sale in one or more transactions at market
prices prevailing at the time of sale, at prices related to market prices or at negotiated prices.
The return (whether positive or negative) on your investment in notes will depend in part on the issue price you pay for such
notes.
N e it h e r t he S e c urit ie s a nd Ex c ha n ge C om m is si on 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 s se d up on t he a c c ura c y or a de qua c y of t his
pros pe c t us. A ny re pre se nt a t ion t o t he c ont ra ry is a c rim in a l offe nse .
T he not e s a re not ba nk de p osit s a nd a re not insur e d by t he Fe d e ra l D e posit I nsura nc e Corpora t ion or
a ny ot he r go ve rnm e nt a l a ge n c y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .

Goldman Sachs may use this prospectus in the initial sale of the notes. In addition, Goldman Sachs & Co. LLC or any other
affiliate of Goldman Sachs may use this prospectus in a market-making transaction in the notes after their 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.

Goldm a n Sa c hs & Co.
LLC
I nc a pit a l
LLC

Pricing Supplement No. 267 dated March 23, 2020.

About Y our Prospe c t us
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The notes are part of the Medium-Term Notes, Series N program of The Goldman Sachs Group, Inc. This prospectus includes this
pricing supplement and the accompanying documents listed below. This pricing supplement constitutes a supplement to the
documents listed below and should be read in conjunction with such documents:
·Prospectus supplement dated July 10, 2017
·Prospectus dated July 10, 2017
The information in this pricing 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.

PS-2

SPE CI FI C T ERM S OF T H E
N OT E S

Please note that in this section entitled "Specific Terms of the Notes", references to "The Goldman Sachs
Group, Inc.", "we", "our" and "us" mean only The Goldman Sachs Group, Inc. and do not include any of its
subsidiaries or affiliates. Also, in this section, references to "holders" mean The Depository Trust Company
(DTC) or its nominee and not indirect owners who own beneficial interests in notes through participants in
DTC. Please review the special considerations that apply to indirect owners in the accompanying prospectus,
under "Legal Ownership and Book-Entry Issuance".

This pricing supplement no. 267 dated March 23, 2020 (pricing supplement) and the accompanying prospectus dated July 10,
2017 (accompanying prospectus), relating to the notes, should be read together. Because the notes are part of a series of our
debt securities called Medium-Term Notes, Series N, this pricing supplement and the accompanying prospectus should also
be read with the accompanying prospectus supplement, dated July 10, 2017 (accompanying prospectus supplement). Terms
used but not defined in this pricing supplement have the meanings given to them in the accompanying prospectus or
accompanying prospectus supplement, unless the context requires otherwise.
The notes are part of a separate series of our debt securities under our Medium-Term Notes, Series N program governed
by our Senior Debt Indenture, dated as of July 16, 2008, as amended, between us and The Bank of New York Mellon, as
trustee. This pricing supplement summarizes specific terms that will apply to your notes. The terms of the notes described
here supplement those described in the accompanying prospectus supplement and accompanying prospectus and, if the
terms described here are inconsistent with those described there, the terms described here are controlling.
T e rm s of t he C a lla ble St e p-U p Fi x e d Ra t e N ot e s due
2 0 3 5
I ssue r: The Goldman Sachs Group, Inc.
basis in the note.
Princ ipa l a m o unt : $6,667,000
I nt e re st pa ym e nt da t e s: March 30 and September 30 of
Spe c ifie d c u rre n c y: U.S. dollars ($)
each year, commencing on September 30, 2020 and ending on
T ype of N ot e s: Fixed rate notes (notes)
the stated maturity date
De nom ina t ions: $1,000 and integral multiples of $1,000
Re gula r re c o rd da t e s: for interest due on an interest
in excess thereof
payment date, the day immediately prior to the day on which
T r a de da t e : March 23, 2020
payment is to be made (as such payment day may be adjusted
under the applicable business day convention specified below)
Ori gina l issue da t e : March 30, 2020
St a t e d m a t urit y da t e : March 30, 2035
Da y c ount c onv e nt ion: 30/360 (ISDA), as further discussed
under "Additional Information About the Notes -- Day Count
I nt e re st ra t e : 3.00% per annum from and including
Convention" on page PS-5 of this pricing supplement
March 30, 2020 to but excluding March 30, 2025; 3.50%
per annum from and including March 30, 2025 to but
Busine ss da y: New York
excluding March 30, 2029; 4.00% per annum from and
Busine ss da y c on ve nt io n: following unadjusted
including March 30, 2029 to but excluding March 30, 2032;
4.50% per annum from and including March 30, 2032 to but
Re de m pt ion a t opt ion of i ssue r be fore st a t e d
excluding March 30, 2034; 5% per annum from and
m a t urit y: We may redeem the notes at our option, in whole
but not in part, on each March 30, June 30, September 30 and
including March 30, 2034 to but excluding March 30, 2035
December 30 on or after September 30, 2022, upon at least
Supple m e nt a l disc ussi on of U .S. fe de ra l inc om e
five business days' prior notice, at a redemption price equal
t a x c onse que n c e s: Subject to the discussion set forth
to 100% of the outstanding principal amount plus accrued
in the section referenced below regarding short-term debt
and unpaid interest to but excluding the redemption date
securities, it is the opinion of Sidley Austin LLP that interest
Lim it e d e ve nt s of de fa ult : The only events of default for the
on a note will be taxable to a U.S. holder as ordinary
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notes are (i) interest or principal payment defaults that continue for
interest income at the time it accrues or is received in
30 days and (ii) certain insolvency events. No other breach or
accordance with the U.S. holder's normal method of
default under our senior debt indenture or the notes will result in
accounting for tax purposes (regardless of whether we
an event of default for the notes or permit the trustee or holders to
call the notes). Upon the disposition of a note by sale,
accelerate the maturity of any debt securities that is, they will not
exchange, redemption or retirement (i.e., if we exercise our
be entitled to declare the principal amount of any notes to be
right to call the notes or otherwise) or other disposition, a
immediately due and payable. See "Risks Relating to Regulatory
U.S. holder will generally recognize capital gain or loss
Resolution Strategies and Long-Term Debt Requirements" and
equal to the difference, if any, between (i) the amount
"Description of Debt Securities We May Offer -- Default, Remedies
realized on the disposition (other than amounts
and Waiver of Default -- Securities Issued on or After January 1,
attributable to accrued but unpaid interest, which would
2017 under the 2008 Indenture" in the accompanying
be treated as such) and (ii) the U.S. holder's adjusted tax
PS-3

prospectus for further details.
FDI C: The notes are not bank deposits and are not insured by
List i ng: None
the Federal Deposit Insurance Corporation or any other
governmental agency, nor are they obligations of, or
ERI SA: as described under "Employee Retirement
guaranteed by, a bank
Income Security Act" on page 119 of the accompanying
prospectus
Ca lc ula t ion Age nt : Goldman Sachs & Co. LLC
CU SI P no.: 38150AE43
Fo re ign A c c ou nt T a x Com plia n c e A c t ( FAT CA)
Wit hh olding M a y Apply t o Pa ym e nt s on Y our N ot e s,
I SI N no.: US38150AE431
I nc luding a s a R e sult of t he Fa ilu re of t he B a nk or
Fo rm of not e s: Your notes will be issued in book-entry
Brok e r T hrough Whi c h Y ou H old t he N ot e s t o Provide
form and represented by a master global note. You
I nform a t ion t o T a x Aut horit ie s:
should read the section "Legal Ownership and Book-
Entry Issuance" in the accompanying prospectus for
Please see the discussion under "United States Taxation --
more information about notes issued in book-entry form
Taxation of Debt Securities -- Foreign Account Tax Compliance
De fe a sa nc e a pplie s a s follow s:
Act (FATCA) Withholding" in the accompanying prospectus for a

description of the applicability of FATCA to payments made on
· full defeasance -- i.e., our right to be relieved of all our
obligations on the note by placing funds in trust for the
your notes. The discussion in that section is hereby modified to
holder: yes
reflect regulations proposed by the Treasury Department indicating
· covenant defeasance -- i.e., our right to be relieved of
its intent to eliminate the requirements under FATCA of withholding
specified provisions of the note by placing funds in trust
on gross proceeds from the sale, exchange, maturity or other
for the holder: yes
disposition of relevant financial instruments. The Treasury
Department has indicated that taxpayers may rely on these
proposed regulations pending their finalization.

PS-4

AD D I T I ON AL I N FORM AT I ON ABOU T T H E
N OT ES

Book-Entry System
We will issue the notes as a master global note registered in the name of DTC, or its nominee. The sale of the notes will
settle in immediately available funds through DTC. You will not be permitted to withdraw the notes from DTC except in the
limited situations described in the accompanying prospectus under "Legal Ownership and Book-Entry Issuance -- What Is a
Global Security? -- Holder's Option to Obtain a Non-Global Security; Special Situations When a Global Security Will Be
Terminated". Investors may hold interests in a master global note through organizations that participate, directly or
indirectly, in the DTC system.

In addition to this pricing supplement, the following provisions are hereby incorporated into the global master note: the
description of New York business day appearing under "Description of Debt Securities We May Offer Calculations of
Interest on Debt Securities Business Days" in the accompanying prospectus, the description of the following unadjusted
business day convention appearing under "Description of Debt Securities We May Offer Calculations of Interest on Debt
Securities Business Day Conventions" in the accompanying prospectus and the section "Description of Debt Securities
We May Offer Defeasance and Covenant Defeasance" in the accompanying prospectus.
Day Count Convention
As further described under "Description of Debt Securities We May Offer Calculations of Interest on Debt Securities Interest
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Rates and Interest" in the accompanying prospectus, for each interest period the amount of accrued interest will be calculated by
multiplying the principal amount of the note by an accrued interest factor for the interest period. The accrued interest factor will
be determined by multiplying the per annum interest rate by a factor resulting from the 30/360 (ISDA) day count convention. The
factor is the number of days in the interest period in respect of which payment is being made divided by 360, calculated on a
formula basis as follows:
[360 × (Y2 Y1)] + [30 × (M2 M1)] + (D2 D1)
360
w he re :
"Y1" is the year, expressed as a number, in which the first day of the interest period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the last day included in the interest period
falls;
"M1" is the calendar month, expressed as a number, in which the first day of the interest period
falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the last day included in the
interest period falls;
"D1" is the first calendar day, expressed as a number, of the interest period, unless such number would be 31, in which
case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day included in the interest period,
unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30.

When We Can Redeem the Notes
We will be permitted to redeem the notes at our option before their stated maturity, as described below. The notes will not
be entitled to the benefit of any sinking fund that is, we will not deposit money on a regular basis into any separate
custodial account to repay your note. In addition, you will not be entitled to require us to buy your note from you before its
stated maturity.

PS-5

We will have the right to redeem the notes at our option, in whole but not in part, on each March 30, June 30, September 30
and December 30 on or after September 30, 2022, at a redemption price equal to 100% of the outstanding principal amount
plus accrued and unpaid interest to but excluding the redemption date. We will provide not less than five business days'
prior notice in the manner described under "Description of Debt Securities We May Offer -- Notices" in the attached
prospectus. If the redemption notice is given and funds deposited as required, then interest will cease to accrue on and
after the redemption date on the notes. If any redemption date is not a business day, we will pay the redemption price on
the next business day without any interest or other payment due to the delay.

What are the Tax Consequences of the Notes
You should carefully consider, among other things, the matters set forth under "United States Taxation" in the
accompanying prospectus supplement and the accompanying prospectus. The following discussion summarizes certain
of the material U.S. federal income tax consequences of the purchase, beneficial ownership, and disposition of each of the
notes. This summary supplements the section "United States Taxation" in the accompanying prospectus supplement and
the accompanying prospectus and is subject to the limitations and exceptions set forth therein.

As of the original issue date, the notes should not be treated as issued with "original issue discount" ("OID") despite the fact that
the interest rate on the notes is scheduled to step-up over the term of the notes because Treasury regulations generally deem
an issuer to exercise a call option in a manner that minimizes the yield on the debt instrument for purposes of determining
whether a debt instrument is issued with OID. The yield on the notes would be minimized if we call the notes immediately before
the increase in the interest rate on March 30, 2025 and therefore the notes should be treated as maturing on such date for OID
purposes. This assumption is made solely for purposes of determining whether the notes are issued with OID for U.S. federal
income tax purposes, and is not an indication of our intention to call or not to call the notes at any time. If we do not call the
notes prior to the increase in the interest rate then, solely for OID purposes, the notes will be deemed to be reissued at their
adjusted issue price on March 30, 2025. This deemed issuance should not give rise to taxable gain or loss to holders. The same
analysis would apply to the increase in the interest rate on March 30, 2029, March 30, 2032 and March 30, 2034. If the notes
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are not called on the interest payment date occurring on March 30, 2034, then, because the period between the interest
payment date on March 30, 2034 and the stated maturity date of the notes is one year or less, the notes, upon their deemed
reissuance on March 30, 2034, could be treated as short-term debt securities for OID purposes (but not for purposes of
determining the holding period of your notes). For a discussion of the U.S. federal income tax consequences to a U.S. holder of
owning short-term debt securities, please review the section entitled "United States Taxation--Taxation of Debt Securities--
United States Holders--Short-Term Debt Securities" in the accompanying prospectus.

Under this approach, and subject to the discussion above regarding short-term debt securities, interest on a note will be taxable
to a U.S. holder as ordinary interest income at the time it accrues or is received in accordance with the U.S. holder's normal
method of accounting for tax purposes (regardless of whether we call the notes). Upon the disposition of a note by sale,
exchange, redemption or retirement (i.e., if we exercise our right to call the notes or otherwise) or other disposition, a U.S.
holder will generally recognize capital gain or loss equal to the difference, if any, between (i) the amount realized on the
disposition (other than amounts attributable to accrued but unpaid interest, which would be treated as such) and (ii) the U.S.
holder's adjusted tax basis in the note. A U.S. holder's adjusted tax basis in a note generally will equal the cost of the note to
the U.S. holder. The deductibility of capital losses is subject to significant limitations.

Foreign Account Tax Compliance Act (FATCA) Withholding. Pursuant to Treasury regulations, Foreign Account Tax
Compliance Act (FATCA) withholding (as described in "United States Taxation--Taxation of Debt Securities--Foreign
Account Tax Compliance Act (FATCA) Withholding" in the accompanying prospectus) will generally apply to obligations that are
issued on or after July 1, 2014; therefore, the notes will generally be subject to the FATCA withholding rules. Pursuant to
recently proposed regulations, the Treasury Department has indicated its intent to eliminate the requirements under FATCA of
withholding on gross proceeds from the sale, exchange, maturity or other disposition of relevant financial instruments. The
Treasury Department has indicated that taxpayers may rely on these proposed regulations pending their finalization.

PS-6

SU PPLEM EN T AL PLAN OF DI S T RI BU T I ON

The Goldman Sachs Group, Inc. and the underwriters for this offering named below have entered into a distribution
agreement with respect to the notes. Subject to certain conditions, each underwriter named below has severally agreed to
purchase the principal amount of notes indicated in the following table.

Princ ipa l Am ount
U nde rw rit e rs
of N ot e s
Goldman Sachs & Co. LLC
$3,334,000
Incapital LLC
$3,333,000
Total
$6,667,000

Notes sold by the underwriters to the public will initially be offered at the initial price to public set forth on the cover of this
pricing supplement. The underwriters intend to purchase the notes from The Goldman Sachs Group, Inc. at a purchase price
equal to the initial price to public less a discount of 3.282% of the principal amount of the notes. Any notes sold by the
underwriters to securities dealers may be sold at a discount from the initial price to public of up to 2.732% of the principal
amount of the notes. If all of the offered notes are not sold at the initial price to public, the underwriters may change the
offering price and the other selling terms. In addition to offers and sales at the initial price to public, the underwriters may offer
the notes from time to time for sale in one or more transactions at market prices prevailing at the time of sale, at prices related
to market prices or at negotiated prices.
Please note that the information about the initial price to public and net proceeds to The Goldman Sachs Group, Inc. on the
front cover page relates only to the initial sale of the notes. If you have purchased a note in a market-making transaction by
Goldman Sachs & Co. LLC or any other affiliate of The Goldman Sachs Group, Inc. after the initial sale, information about the
price and date of sale to you will be provided in a separate confirmation of sale.

Each underwriter has represented and agreed that it will not offer or sell the notes in the United States or to United States
persons except if such offers or sales are made by or through FINRA member broker-dealers registered with the U.S.
Securities and Exchange Commission.

The Goldman Sachs Group, Inc. estimates that its share of the total offering expenses, excluding underwriting
discounts and commissions, whether paid to Goldman Sachs & Co. LLC or any other underwriter, will be approximately
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$10,000.

We will deliver the notes against payment therefor in New York, New York on March 30, 2020. Under Rule 15c6-1 of
the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days,
unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on any date
prior to two business days before delivery will be required to specify alternative settlement arrangements to prevent a failed
settlement.

The notes are a new issue of securities with no established trading market. The Goldman Sachs Group, Inc. has been
advised by Goldman Sachs & Co. LLC and Incapital LLC that they may make a market in the notes. Goldman Sachs & Co.
LLC and Incapital LLC are not obligated to do so and may discontinue market-making at any time without notice. No
assurance can be given as to the liquidity of the trading market for the notes.

The Goldman Sachs Group, Inc. has agreed to indemnify the several underwriters against certain liabilities, including liabilities
under the Securities Act of 1933.
Certain of the underwriters and their affiliates have in the past provided, and may in the future from time to time provide,
investment banking and general financing and banking services to The Goldman Sachs Group, Inc. and its affiliates, for
which they have in the past received, and may in the future receive, customary fees. The Goldman Sachs Group, Inc. and its
affiliates have in the past provided, and may in the future from time to time provide, similar services to the underwriters and
their affiliates on customary terms and for customary fees. Goldman Sachs & Co. LLC, one of the underwriters, is an affiliate of
The Goldman Sachs Group, Inc. Please see "Plan of Distribution--Conflicts of Interest" on page 118 of the accompanying
prospectus.

Any notes which are the subject of the offering contemplated by this pricing supplement, the accompanying prospectus and the
accompanying prospectus supplement may not be offered, sold or otherwise made available to any retail investor in the
European Economic Area. Consequently no key information document required by Regulation (EU) No
PS-7

1286/2014 (the "PRIIPs Regulation") for offering or selling the notes or otherwise making them available to retail investors in the
EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in
the EEA may be unlawful under the PRIIPs Regulation. For the purposes of this provision:
a)
the expression "retail investor" means a person who is one (or more) of the following:

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

(ii)
a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation
Directive"), where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or

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

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

information on the terms of the offer and the notes to be offered so as to enable an investor to decide to
purchase or subscribe for the notes.
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a
"Relevant Member State"), the underwriters represent and agree that with effect from and including the date on which the
Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made and will
not make an offer of notes which are the subject of the offering contemplated by this pricing supplement, the accompanying
prospectus and the accompanying prospectus supplement to the public in that Relevant Member State except that, with effect
from and including the Relevant Implementation Date, an offer of such notes may be made to the public in that Relevant Member
State:
a)
at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;

b)
at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus
Directive), subject to obtaining the prior consent of the relevant dealer or dealers nominated by the issuer for any such
offer; or
c)
at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of notes referred to above shall require us or any dealer to publish a prospectus pursuant to Article 3
of the Prospectus Directive.
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For the purposes of this provision, the expression an "offer of notes to the public" in relation to any notes in any Relevant Member
State means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to
be offered so as to enable an investor to decide to purchase or subscribe for the notes, as the same may be varied in that
Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus
Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing
measure in the Relevant Member State.
Any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with
the issue or sale of the notes may only be communicated or caused to be communicated in circumstances in which Section 21(1)
of the FSMA does not apply to The Goldman Sachs Group, Inc.
All applicable provisions of the FSMA must be complied with in respect to anything done by any person in relation to the notes in,
from or otherwise involving the United Kingdom.
The notes may not be offered or sold in Hong Kong by means of any document other than (i) to "professional investors" as
defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) and any rules made thereunder, or (ii) in
other circumstances which do not result in the document being a "prospectus" as defined in the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) or which do not constitute an offer to the public within
the meaning of that Ordinance; and no advertisement, invitation or document relating to the notes may be issued or may be in the
possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere) which is directed at, or the
contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities
laws of Hong Kong) other than with respect to the notes which are or are intended to be disposed of only to persons outside
Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance and any rules made thereunder.
This pricing supplement, along with the accompanying prospectus supplement and the accompanying prospectus have not
PS-8

been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this pricing supplement, along with the
accompanying prospectus supplement and the accompanying prospectus and any other document or material in connection with
the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be
offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in
Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of
Singapore (the "SFA")) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant
to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions
specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable
provision of the SFA, in each case subject to conditions set forth in the SFA.
Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is
not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire
share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in
Section 239(1) of the SFA) of that corporation shall not be transferable for six months after that corporation has acquired the
notes under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person
(as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation's securities pursuant to
Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation
of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of
Investments) (Shares and Debentures) Regulations 2005 of Singapore ("Regulation 32").
Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the
trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each
beneficiary of the trust is an accredited investor, the beneficiaries' rights and interest (howsoever described) in that trust shall not
be transferable for six months after that trust has acquired the notes under Section 275 of the SFA except: (1) to an institutional
investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer
arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000
(or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of
securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of
law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.
The notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of
1948, as amended), or the FIEA. The notes may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of
any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of
Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except
pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant laws and
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regulations of Japan.
The notes are not offered, sold or advertised, directly or indirectly, in, into or from Switzerland on the basis of a public offering
and will not be listed on the SIX Swiss Exchange or any other offering or regulated trading facility in Switzerland. Accordingly,
neither this pricing supplement nor any accompanying prospectus supplement, prospectus or other marketing material constitute
a prospectus as defined in article 652a or article 1156 of the Swiss Code of Obligations or a listing prospectus as defined in
article 32 of the Listing Rules of the SIX Swiss Exchange or any other regulated trading facility in Switzerland. Any resales of the
notes by the underwriters thereof may only be undertaken on a private basis to selected individual investors in compliance with
Swiss law. This pricing supplement and accompanying prospectus and prospectus supplement may not be copied, reproduced,
distributed or passed on to others or otherwise made available in Switzerland without our prior written consent. By accepting this
pricing supplement and accompanying prospectus and prospectus supplement or by subscribing to the notes, investors are
deemed to have acknowledged and agreed to abide by these restrictions. Investors are advised to consult with their financial,
legal or tax advisers before investing in the notes.
PS-9

Confli c t s of I nt e re st

GS&Co. is an affiliate of The Goldman Sachs Group, Inc. and, as such, will have a "conflict of interest" in this offering of notes
within the meaning of Financial Industry Regulatory Authority, Inc. (FINRA) Rule 5121. Consequently, this offering of notes
will be conducted in compliance with the provisions of FINRA Rule 5121. GS&Co. will not be permitted to sell notes in this
offering to an account over which it exercises discretionary authority without the prior specific written approval of the account
holder.
PS-10

V ALI DI T Y OF T H E N OT ES
In the opinion of Sidley Austin LLP, as counsel to The Goldman Sachs Group, Inc., when the notes offered by this pricing
supplement have been executed and issued by The Goldman Sachs Group, Inc. and authenticated by the trustee pursuant to the
indenture, and delivered against payment as contemplated herein, such notes will be valid and binding obligations of The Goldman
Sachs Group, Inc., enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally, concepts of reasonableness and equitable principles of general applicability (including, without
limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the
effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This
opinion is given as of the date hereof and is limited to the laws of the State of New York and the General Corporation Law of the
State of Delaware as in effect on the date hereof. In addition, this opinion is subject to customary assumptions about the trustee's
authorization, execution and delivery of the indenture and the genuineness of signatures and certain factual matters, all as stated in
the letter of such counsel dated July 10, 2017, which has been filed as Exhibit 5.5 to The Goldman Sachs Group, Inc.'s registration
statement on Form S-3 filed with the Securities and Exchange Commission on July 10, 2017.

PS-11

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We have not authorized anyone to provide any information or to make any

representations other than those contained or incorporated by reference in this pricing
supplement, the accompanying prospectus supplement or the accompanying
prospectus. We take no responsibility for, and can provide no assurance as to the
reliability of, any other information that others may give you. This pricing supplement,

the accompanying prospectus supplement and the accompanying prospectus is an
offer to sell only the notes offered hereby, but only under circumstances and in

jurisdictions where it is lawful to do so. The information contained in this pricing
supplement, the accompanying prospectus supplement and the accompanying

prospectus is current only as of the respective dates of such documents.

$6,667,000
TABLE OF CONTENTS

Pricing Supplement

Pa ge
Specific Terms of the Notes
PS-3
Additional Information About the Notes
PS-5
Supplemental Plan of Distribution
PS-7
T he Goldm a n Sa c hs Group, I nc .
Conflicts of Interest
PS-10

Validity of the Notes
PS-11

Prospectus Supplement dated July 10, 2017

Callable Step-Up Fixed Rate
Use of Proceeds
S-2
Notes due 2035
Description of Notes We May Offer
S-3
Considerations Relating to Indexed Notes
S-20

United States Taxation
S-23
Employee Retirement Income Security Act
S-24

Supplemental Plan of Distribution
S-25
Validity of the Notes
S-27

Prospectus dated July 10, 2017

Available Information
2

Prospectus Summary
4
Risks Relating to Regulatory Resolution Strategies and Long-Term

Debt Requirements
8
Use of Proceeds
13
Description of Debt Securities We May Offer
14
Description of Warrants We May Offer
45
Description of Purchase Contracts We May Offer
61
Description of Units We May Offer
66
Description of Preferred Stock We May Offer
71
Description of Capital Stock of The Goldman Sachs Group, Inc.
79
Legal Ownership and Book-Entry Issuance
84
Considerations Relating to Floating Rate Securities
89
Considerations Relating to Indexed Securities
90

Considerations Relating to Securities Denominated or Payable in
or Linked to a Non-U.S. Dollar Curre ncy
91

United States Taxation
94
Plan of Distribution
116

Conflicts of Interest
118

Employee Retirement Income Security Act
119
Validity of the Securities
120

Experts
120

Review of Unaudited Condensed Consolidated Financial
Statements by Independent Registered Public Accounting Firm
121

Cautionary Statement Pursuant to the Private Securities Litigation
Reform Act of 1995
121
Goldm a n Sa c hs & Co.
LLC
I nc a pit a l LLC

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Document Outline

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