Bond The Goldman Sachs Group Inc 2.425% ( XS1130058743 ) in USD

The Goldman Sachs Group Inc

100 % ▼

United States

XS1130058743 ( in USD )

2.425% per year ( payment 2 times a year)

01/12/2021 - Bond has expired

Prospectus brochure of the bond The Goldman Sachs Group Inc XS1130058743 in USD 2.425%, expired

2 000 USD

210 000 000 USD

The Bond issued by The Goldman Sachs Group Inc ( United States ) , in USD, with the ISIN code XS1130058743, pays a coupon of 2.425% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/12/2021

Final Terms No. F-649 to the European Base Prospectus dated June 5, 2014, as supplemented
The Goldman Sachs Group, Inc.
Euro Medium-Term Notes, Series F

Up to USD 240,000,000 Fixed Rate notes due December 2021

Contractual Terms:
________________
Terms used herein shal be deemed to be defined as such for the purposes of the General Note Conditions set forth in
the base prospectus dated June 5, 2014, as it may be supplemented (the "Base Prospectus"), which is a base
prospectus for the purposes of the Prospectus Directive. This document constitutes the Final Terms of the Notes
described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such
Base Prospectus. Ful information on the Issuer and the offer of the Notes is only available on the basis of the
combination of these Final Terms and the Base Prospectus.
The Base Prospectus is available for viewing at www.bourse.lu and during normal business hours at the registered office
of the Issuer, and copies may be obtained from the specified office of the Paying Agent in Luxembourg. These Final
Terms are available for viewing at www.bourse.lu and www.goldman-sachs.it.
A summary of the Notes (which comprises the summary in the Base Prospectus as amended to reflect the provisions of
these Final Terms) is attached to these Final Terms.
Tranche Number
F-649
Face Amount
Up to USD 240,000,000
(Aggregate Notional Amount)
Denomination
USD 2,000
Minimum Investment
Not Applicable
Type of Note
Fixed Rate Series F note
Specified Currency
U.S. dol ar ("USD")
Trade Date
November 27, 2014
Original Issue Date
December 2, 2014
(Settlement Date)
ISIN Code
XS1130058743
Common Code
113005874
Valoren Number
24523411
WKN
GT9WS3
Stated Maturity Date
December 2, 2021
Original Issue Price
100 per cent. of the Face Amount
Net Proceeds to Issuer
97.50 per cent of the Face Amount
Original Issue Discount
Not Applicable
Amount Payable at Maturity
100% of the Face Amount outstanding on the Stated Maturity Date
(Final Redemption Amount)

LONDON:486206.3

Yield to Maturity
Not Applicable
Interest Rate Note Provisions
Applicable
For all the Interest Payment Dates
Fixed Rate: Applicable
See "General Note Conditions -- Interest Rates -- Fixed Rate Notes"
Interest Rate: 2.425% per annum
Interest Payment Dates: June 2 and December 2 of each year, beginning
with June 2, 2015 and ending with the Stated Maturity Date
Day Count Fraction: 30/360 (ISDA)

Default Amount
Par Plus Accrued But Unpaid
Offer Period
From and including November 4, 2014 to and including November 27, 2014. The
Offer Period for the notes placed in Italy outside the premises of the Distributor
(as defined below) ("door-to-door"), shall be from and including November 4,
2014 to and including November 20, 2014
Interest Commencement Date
December 2, 2014
Interest Payment Dates
June 2 and December 2 of each year, beginning with June 2, 2015 and ending
with the Stated Maturity Date
Interest Period
The period from and including an originally scheduled Interest Payment Date (or
the Interest Commencement Date, in the case of the initial Interest Period) to but
excluding the next succeeding originally scheduled Interest Payment Date (or
the Stated Maturity Date, in the case of the final Interest Period)
Calculation Basis
Per Denomination
Regular Record Dates
1 Business Day(s)
Additional Redemption Rights Not Applicable
at the Option of the Issuer
Repurchase at the Holder's
Not Applicable
Option
Redemption Upon Change in
Applicable
Law
Gross-up and Call in the Case
Not Applicable
of Tax Law Changes
Business Days
New York, London, Euro and Munich
Business Day Convention
Modified Fol owing, Unadjusted
Intended to be held in a
No
manner which would allow
Eurosystem eligibility
Any Clearing System(s) other
Not Applicable
than Euroclear Bank S.A./N.V.
and Clearstream Banking,
société anonyme and the
relevant identification
number(s):
Calculation Agent
Goldman Sachs International
Listing and Admission to
Application will be made to the Luxembourg Stock Exchange for the notes to be
Trading
admitted to trading on the Luxembourg Stock Exchange's regulated market and
to be listed on the Official List of the Luxembourg Stock Exchange with effect
from December 2, 2014. In addition, UniCredit Bank AG Milan Branch, the
manager of the placement network, will make an application, within 90 business
days from the end of the Offer Period, for the notes to be admitted to trading on
EuroTLX®, a Multilateral Trading Facility (MTF) managed by EuroTLX SIM

S-2
LONDON:486206.3

S.p.A., which is not a regulated market for the purposes of Directive 2004/39/EC
on Markets in Financial Instruments, but no assurances can be given that
admission to trading will be granted. See "Listing and General Information" in the
Base Prospectus

Final Terms, dated November 18, 2014

S-3
LONDON:486206.3

TERMS AND CONDITIONS OF THE OFFER

Offer Period: An offer of the Notes may be made
Manner in and date on which results of the
by the agents other than pursuant to Article 3(2)
offer are to be made public: The results of the
of the Prospectus Directive in the Public Offer
offer wil be available on the fol owing websites,
Jurisdictions during the period commencing on
www.goldman-sachs.it and www.unicredit.it, on or
(and including) November 4, 2014 and ending on
around the end of the Offer Period.
(and including) November 27, 2014. The Offer
Procedure for exercise of any right of
Period for the notes placed in Italy outside the
preemption, negotiability of subscription
premises of the Distributor (as defined below),
rights and treatment of subscription rights not
("door-to-door"), shal be from and including
exercised: Not Applicable.
November 4, 2014 to and including November
20, 2014
Whether tranche(s) have been reserved for
certain countries: Not Applicable.
Offer Price: 100% of the Issue Price.
Process for notification to applicants of the
Conditions to which the offer is subject: The
amount allotted and the indication whether
Issuer may, at any time during the Offer Period,
dealing may begin before notification is made:
terminate the Offer Period and immediately
Not Applicable.
suspend the acceptance of additional orders
without any prior notice. If the Offer Period is
Amount of any expenses and taxes
terminated, a notice to that effect wil be
specifically charged to the subscriber or
published on the websites www.goldman-sachs.it
purchaser: Not Applicable.
and www.unicredit.it. In addition, the Issuer may
Name(s) and address(es), to the extent known
in certain situations, including a material change
to the Issuer, of the placers in the various
in its financial position, results of operations or
countries where the offer takes place:
prospects, a change in applicable law or a
UniCredit
S.p.A.
(the
"Distributor"),
Via
proposed change in law, at any time fol owing the
Alessandro Specchi, 16, 00186, Rome, Italy wil
publication of these Final Terms and prior to the
distribute the notes to the customers of its
Original Issue Date, terminate the offer and not
branches during the Offer Period in the premises
issue any notes
and outside the premises of the Distributor
Description of the application process: A
through its network of financial promoters.
prospective investor in the Notes should contact
Name(s) and address(es) of any paying
the Distributor for details of the application
agents and depository agents in each
process in order to purchase the Notes during the
country: None
Offer Period. A prospective investor in the Notes
wil invest in accordance with the arrangements
Consent to use the Base Prospectus
existing between the Distributor and its customers
Identity of financial intermediary(ies) that are
relating to the placement and subscription of
allowed to use the Base Prospectus: Goldman
securities generally.
Sachs International, UniCredit Bank AG Milan
Description
of
possibility
to
reduce
Branch and UniCredit S.p.A. Additional y, if the
subscriptions and manner for refunding
Issuer appoints additional financial intermediaries
excess amount paid by applicants: Not
after the date of these Final Terms and publishes
Applicable.
details in relation to them on its website
(www.goldman-sachs.it),
each
financial
Details of the minimum and/or maximum
intermediary whose details are so published, for
amount of application: The minimum amount of
as long as such financial intermediaries are
application per investor wil be USD 2,000 in
authorized to place the notes under the Markets
nominal amount of the Notes. The maximum face
in Financial Instruments Directive (Directive
amount of notes to be issued is USD
2004/39/EC) (each an "Authorised Offeror" and
240,000,000.
together the "Authorised Offerors").
Details of the method and time limits for
Offer period during which subsequent resale
paying up and delivering the Notes: The Notes
or final placement of Notes by financial
wil be issued on the Issue Date against payment
intermediaries can be made:
to the Issuer of the net subscription moneys.

S-4
LONDON:486206.3

From and including November 4, 2014 to and
(b) The consent of the Issuer to the use of the
including November 27, 2014
Base Prospectus and these Final Terms by
Conditions attached to the consent:
Goldman Sachs International, the
Distributor, the Manager of the Placement
(a) The Issuer, Goldman Sachs International,
Network and the Authorised Offerors is
UniCredit Bank AG Milan Branch (the
subject to the following conditions:
"Manager of the Placement Network") and
the Distributor have entered into a
(i) the consent is only valid during the Offer
distribution agreement with respect to the
Period; and
notes (the "Distribution Agreement"). Subject
(i ) the consent only extends to the use of
to the conditions that the consent is (i) only
the Base Prospectus and these Final
valid during the Offer Period and (ii) is
Terms to make Non-exempt Offers of the
subject to the terms and conditions of the
tranche of notes in the Republic of Italy.
Distribution Agreement, the Manager of the
Placement Network and the Distributor have
The Issuer may (i) discontinue or change the
agreed to promote and place the notes in
Offer Period, and/or (ii) remove or add
Italy, respectively.
conditions attached to the consent under these
Final Terms and, if it does so, any such
information will be published by the Issuer on its
website (www.goldman-sachs.it). Any additional
information which is relevant in connection with
the consent to the use of the Base Prospectus
by Goldman Sachs International, the Distributor,
the Manager of the Placement Network or any
Authorised Offeror that is not known as of the
date of these Final Terms will be published by
the Issuer on its website (www.goldman-
sachs.it).

S-5
LONDON:486206.3

DISTRIBUTION
Method of distribution:
Non-syndicated.

Name and address of Dealer:
Goldman Sachs International
Peterborough Court
133 Fleet Street
London
EC4A 2BB
United Kingdom.
Non-exempt Offer:
Not Applicable
Reasons for the offer
Not Applicable
Estimated net proceeds:
Up to USD 234,000,000
Estimated total expenses:
Fees to the Distributor: Goldman Sachs International will pay
a distribution fee of 2.50 per cent of the principal amount of
the notes to the Distributor in connection with the sale of the
notes.
Other Fees to be Received by the Manager of the Placement
Network: The Manager of the Placement Network wil earn
structuring fees equal to 0.40% of the principal amount of the
notes and will also earn in connection with the hedging
arrangements with Goldman Sachs International relating to
the notes issued by The Goldman Sachs Group, Inc. an
amount equal to 1.11% of the principal amount of the notes.
These other fees are reflected in the pricing structure of your
notes.
Name(s) and address(es) of any The Bank of New York Mellon
paying agents and depository agents One Canada Square
in each country:
Canary Wharf
E14 5AL
London
UK
Banque Internationale à Luxembourg
69 route d'Esch
L-2953
Luxembourg
S-6

LONDON:486206.3

ADDITIONAL INFORMATION
The Distributor may have a conflict of interest with respect to the distribution of the notes because it
will receive a placement fee from us, embedded in the issue price of the notes, equal to a percentage of
the face amount of the notes being placed, as indicated in "Distribution" above. Moreover, a conflict of
interest may arise with respect to the distribution of the notes because (1) the Distributor, an entity
belonging to the UniCredit Group, owns a stake in EuroTLX SIM S.p.A., the operator of EuroTLX and (2)
the Manager of the Placement Network, (a) carries out market making activities in EuroTLX, and (b) it wil
act as structurer, and in such capacity wil earn structuring fees equal to 0.40% of the principal amount of
the notes and wil also earn in connection with the hedging arrangements with Goldman Sachs
International relating to the notes issued by The Goldman Sachs Group, Inc. an amount equal to 1.11%
of the principal amount of the notes, with both fees reflected in the pricing structure of the notes, and (c)
will act as hedging counterparty in the hedging agreement entered into by the Issuer in relation to the
notes, also through Goldman Sachs International. The structuring fees and the amount of other costs
which the Manager of the Placement Network will receive are a percentage of the total face amount of the
notes. Therefore, the total amount of such payments to the Manager of the Placement Network wil
increase with any increase in the face amount of the notes. Consequently, any increase in the total face
amount of the notes wil increase the incentive for a conflict of interest to the Manager of the Placement
Network.
Any agent and its affiliates may also have engaged, and may in the future engage, in investment
banking and/or commercial banking transactions with, and may perform other services for us and our
affiliates in the ordinary course of business.
Goldman Sachs International may resel any notes it purchases as principal to other brokers or
dealers at a discount, which may include all or part of the discount the agent received from us. If all the
notes are not sold at the initial offering price, the agent may change the offering price and the other
selling terms.
Any agent and its affiliates may also have engaged, and may in the future engage, in investment
banking and/or commercial banking transactions with, and may perform other services for us and our
affiliates in the ordinary course of business.

S-7

LONDON:486206.3

ISSUE-SPECIFIC SUMMARY OF THE SECURITIES

Summaries are made up of disclosure requirements known as `Elements'. These elements are numbered in
Sections A-E (A.1-E.7). This summary contains al the Elements required to be included in a summary relating to the
notes and the issuer. Because some Elements are not required to be addressed there may be gaps in the numbering
sequence of the Elements.

Even though an Element may be required to be inserted into the summary because of the type of security and
issuer, it is possible that no relevant information can be given regarding the Element. In this case, a short description of
the Element is included in the summary and marked as `not applicable'.
Section A--Introduction and warnings
Element Disclosure requirement
Disclosure
A.1
Warning
This summary should be read as an introduction to the European base
prospectus dated June 5, 2014 (the "Base Prospectus"). Any decision to
invest in the notes should be based on a consideration of the Base
Prospectus as a whole, including any documents incorporated by
reference. Where a claim relating to the information contained in the Base
Prospectus is brought before a court, the plaintiff investor might, under the
national legislation of the member states of the European Economic Area,
have to bear the costs of translating the Base Prospectus before the legal
proceedings are initiated. Civil liability attaches only to those persons who
have tabled the summary including any translation thereof, but only if the
summary is misleading, inaccurate or inconsistent when read together
with the other parts of the Base Prospectus or it does not provide, when
read together with the other parts of the Base Prospectus, key information
in order to aid investors when considering whether to invest in the notes.
A.2
Consents
Subject to the conditions set out below, in connection with a Non-exempt

Offer (as defined below) of Securities, the Issuer consents to the use of
the Base Prospectus and these Final Terms by Goldman Sachs
International and by:

(1) UniCredit S.p.A (the "Distributor") and UniCredit Bank AG Milan
Branch (the "Manager of the Placement Network")
(2) If the Issuer appoints additional financial intermediaries after the
date of these Final Terms and publishes details in relation to
them on its website (www.goldman-sachs.it.com), each financial
intermediary whose details are so published, in the case of (1)
or (2) above, for as long as such financial intermediaries are
authorised to make such offers under the Markets in Financial
Instruments Directive (Directive 2004/39/EC) (each an
"Authorised Offeror" and together the "Authorised Offerors").

The consent of the Issuer is subject to the following conditions:

(i) the consent is only valid during the period from November 4, 2014
until November 27, 2014 (the "Offer Period"); and

(ii) the consent only extends to the use of the Base Prospectus to make
Non-exempt Offers of the tranche of Securities in Italy.

(iii) the consent is subject to the further fol owing conditions: The Issuer,
Goldman Sachs International, the Manager of the Placement Network and
the Distributor have entered into a distribution agreement with respect to
the notes (the "Distribution Agreement"). Subject to the conditions that the
consent (i) is only valid during the Offer Period and (ii) is subject to the
terms and conditions of the Distribution Agreement, the Manager of the
Placement Network and the Distributor have agreed to promote and place
the notes in Italy, respectively.

A "Non-exempt Offer" of Securities is an offer of Securities that is not
S-8

LONDON:486206.3

within an exemption from the requirement to publish a prospectus under
Directive 2003/71/EC, as amended.

Any person (an "Investor") intending to acquire or acquiring any
Securities from the Distributor or an Authorised Offeror will do so,
and offers and sales of Securities to an Investor by the Distributor or
an Authorised Offeror will be made, in accordance with any terms
and other arrangements in place between the Distributor or such
Authorised Offeror and such Investor including as to price,
allocations and settlement arrangements. The Issuer will not be a
party to any such arrangements with Investors (other than Goldman
Sachs International) in connection with the offer or sale of the
Securities and, accordingly, the Base Prospectus and the Final
Terms will not contain such information and an Investor must obtain
such information from the Distributor or the Authorised Offeror.
Information in relation to an offer to the public will be made available
at the time such sub-offer is made, and such information will also be
provided by the Distributor or the relevant Authorised Offeror at the
time of such offer. Neither the Issuer nor Goldman Sachs International
has or shall have any responsibility or liability for such information.

Section B--Issuer
Element Disclosure requirement
Disclosure
B.1
Legal and commercial name
The Goldman Sachs Group, Inc. (the Issuer)

B.2
Domicile and legal form
The Goldman Sachs Group, Inc. is a Delaware corporation organized and
existing under the Delaware General Corporation Law. The registered
office of the Issuer is 200 West Street, New York, New York 10282, United
States.

B.4b
A description of any known
The Issuer's prospects for the remainder of 2014 will be affected,
trends affecting the issuer
potential y adversely, by developments in global, regional and national
and the industries in which it
economies, including in the U.S., movements and activity levels, in
operates
financial, commodities, currency and other markets, interest rate
movements, political and military developments throughout the world,
client activity levels and legal and regulatory developments in the United
States and other countries where the Issuer does business.

B.5
Group description
The Goldman Sachs Group, Inc. is a bank holding company and a
financial holding company regulated by the Board of Governors of the
Federal Reserve System (Federal Reserve Board). The Issuer's U.S.
depository institution subsidiary, Goldman Sachs Bank USA (GS Bank
USA), is a New York State-chartered bank. The Goldman Sachs Group,
Inc. is the parent holding company of the Goldman Sachs Group.

As of December 2013, the Goldman Sachs Group had offices in over 30
countries and 50% of its total staff was based outside the Americas (which
includes the countries in North and South America). The Goldman Sachs
Group's clients are located worldwide, and it is an active participant in
financial markets around the world. In 2013, the Issuer generated 42% of
its net revenues outside the Americas.

The Issuer reports its activities in four business segments: Investment
Banking, Institutional Client Services, Investing & Lending and Investment
Management.

B.9
Profit forecast or
Not applicable; the Issuer has not made any profit forecast or estimate in
estimate
this Base Prospectus.

B.10
Audit report
Not applicable; there are no qualifications in the audit report of the Issuer
qualifications
contained in the Base Prospectus.

S-9
LONDON:486206.3

Section B--Issuer
Element Disclosure requirement
Disclosure

B.12
Key financial information
Selected historical consolidated financial information relating to the
Goldman Sachs Group, Inc. which summarizes the consolidated financial
position of the Goldman Sachs Group, Inc. as of and for the years ended
31-12-2013 and 31-12-2012, and for the 9 months ended 30-9-2014 and
30-9-2013 and as of 30-9-2014 is set out in the following tables:
For the 9 months ended
Income statement information
For the year ended 31-12-
30-09-
2014
2013
(in millions of USD)
2013
2012
(unaudited)
(unaudited)

Total non-interest revenues
30,814
30,283
23,754
22,833
Net revenues, including net interest
34,206
34,163
26,840
25,424
income
Pre-tax earnings/(loss)
11,737
11,207
9,147
8,185

As of
Balance sheet information
As of 31-12
30-09-2014
(in millions of USD)
2013
2012
(unaudited)
Total assets
911,507
938,555
868,933
Total liabilities
833,040
862,839
786,658
Total shareholders' equity
78,467
75,716
82,275

No material adverse change
There has been no material adverse change in the prospects of The
statement
Goldman Sachs Group, Inc. since 31-12-2013.

Significant change statement Not applicable; there has been no significant change in the financial or
trading position of The Goldman Sachs Group, Inc. subsequent to
30-09-2014.

In the foregoing statements required by the Prospectus Regulation, references to the "prospects" and
"financial or trading position" of the Issuer, are specifical y to the ability of the Issuer to meet its full
payment obligations under the notes in a timely manner.
B.13
Events impacting the Issuer's Not Applicable -- there have been no recent events particular to the Issuer
Solvency
which are to a material extent relevant to the evaluation of the Issuer's
solvency.
B.14
Dependence upon other
See Element B.5.
Group entities

The Issuer is a holding company and, therefore, depends on dividends,
distributions and other payments from its subsidiaries to fund dividend
payments and to fund all payments on its obligations, including debt
obligations.
B.15
Principal activities
The Goldman Sachs Group's activities are conducted in the following
segments:

(1) Investment Banking:

Financial
Advisory,
which
includes
strategic
advisory
assignments with respect to mergers and acquisitions,
divestitures, corporate defense activities, risk management,
restructurings and spin-offs, and derivative transactions directly
related to these client advisory assignments; and

Underwriting, which includes public offerings and private
placements, including domestic and cross-border transactions, of
a wide range of securities, loans and other financial instruments,
and derivative transactions directly related to these client
underwriting activities.

(2) Institutional Client Services:

S-10
LONDON:486206.3