Obligation Goldman Sachs 0% ( US38147QPU49 ) en USD

Goldman Sachs

100 % ▼

Etas-Unis

US38147QPU49 ( en USD )

02/01/2023 - Obligation échue

Prospectus brochure de l'obligation Goldman Sachs US38147QPU49 en USD 0%, échue

1 000 USD

38147QPU4

N/A

Goldman Sachs est une banque d'investissement multinationale américaine offrant des services financiers tels que la banque d'investissement, la gestion d'actifs, la gestion de patrimoine et la vente et négociation de titres.

L'Obligation émise par Goldman Sachs ( Etas-Unis ) , en USD, avec le code ISIN US38147QPU49, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 02/01/2023

424B2 1 a14-25360_8424b2.htm PROSPECTUS SUPPLEMENT NO. 3364 DATED DECEMBER 26, 2014.
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 .
$2,631,000

Callable Contingent Coupon Index-Linked Notes due 2023

T he not e s do not pa y a fix e d c oupon a nd m a y pa y no c oupon on a pa ym e nt da t e . The amount that you will be
paid on your notes is based on the performances of the Russell 2000® Index and the S&P 500® Index. The notes will mature on
January 2, 2023, unless we redeem them.

We m a y re de e m your not e s a t 1 0 0 % of t he ir fa c e a m ount plus a ny c oupon t he n due on a ny pa ym e nt da t e
(t he la st c a le nda r da y of e a c h M a rc h, J une , Se pt e m be r a nd De c e m be r, c om m e nc ing in M a rc h 2 0 1 5 a nd
e nding on t he st a t e d m a t urit y da t e ) on or a ft e r M a rc h 3 1 , 2 0 1 5 up t o t he pa ym e nt da t e on Se pt e m be r 3 0 ,
2 0 2 2 .

If we do not redeem your notes, on each determination date (the tenth scheduled trading day prior to each payment date), if the
closing levels of both indexes are greater than or equal to 60.00% of their respective initial levels, you will receive on the applicable
payment date a coupon of $16.75 for each $1,000 face amount of your notes. I f t he c losing le ve l of e it he r inde x on a
de t e rm ina t ion da t e is le ss t ha n 6 0 .0 0 % of it s init ia l le ve l, you w ill not re c e ive a c oupon on t he a pplic a ble
pa ym e nt da t e .

If we do not redeem your notes, the amount that you will be paid on your notes at maturity, in addition to the final coupon, if any, is
based on the performance of the lesser performing index (the index with the lowest index return). The index return for each index
is the percentage increase or decrease in the closing level of the index on the final determination date from its initial level.

At maturity, for each $1,000 face amount of your notes you will receive an amount in cash equal to:

·
if the index return of both indexes is greater than or equal to -40.00% (the final level of both indexes is greater than or equal to

60.00% of their respective initial levels), $1,000 plus $16.75;

·
if the index return of either index is less than -40.00% (the final level of either index is less than 60.00% of its initial level), the

sum of (i) $1,000 plus (ii) the product of (a) the lesser performing index return times (b) $1,000. Y ou w ill re c e ive less than
6 0 .0 0 % of t he fa c e a m ount of your not e s a nd you w ill not re c e ive a fina l c oupon.

T he m a x im um re t urn on your not e s is 1 .6 7 5 % qua rt e rly ($ 1 6 .7 5 pe r qua rt e r for e a c h $ 1 ,0 0 0 fa c e a m ount of
your not e s) (or 6 .7 0 % pe r a nnum ), re ga rdle ss of how m uc h a ny inde x a ppre c ia t e s.

Y our inve st m e nt in t he not e s involve s c e rt a in risk s, inc luding, a m ong ot he r t hings, our c re dit risk . Se e
pa ge S -7 . You should read the additional disclosure herein so that you may better understand the terms and risks of your
investment.

The estimated value of your notes at the time the terms of your notes were 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) was
equal to approximately $913 per $1,000 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 equals approximately $956 per $1,000
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 March 31, 2015.

Origina l issue da t e :
December 31, 2014
Origina l issue pric e :
100.00% of the face amount
U nde rw rit ing disc ount : 4.30% of the face amount
N e t proc e e ds t o t he
95.70% 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. 3364 dated December 26, 2014.

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, Goldman, Sachs & Co. or any other affiliate of
Goldman Sachs may use this prospectus in a market-making transaction in a note after its initial sale. Unless Goldman Sachs or
its agent informs the purchaser otherwise in the confirmation of sale, this prospectus is being used in a market-making
transaction.

About Y our Prospe c t us

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

·
Prospectus supplement dated September 15, 2014

·
Prospectus dated September 15, 2014

The information in this prospectus supplement supersedes any conflicting information in the documents listed above. In addition,
some of the terms or features described in the listed documents may not apply to your notes.

Table of Contents

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-16.
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 ndic e s: the Russell 2000® Index (Bloomberg symbol, "RTY Index"), as published by the Russell Investment Group ("Russell");
the S&P 500® Index (Bloomberg symbol, "SPX Index"), as published by S&P Dow Jones Indices LLC ("S&P"); see "The Indices" on
page S-24

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

Fa c e a m ount : each note will have a face amount equal to $1,000; $2,631,000 in the aggregate for all the offered notes; the
aggregate face amount of the offered notes may be increased if the issuer, at its sole option, decides to sell an additional amount
of the offered notes on a date subsequent to the date of this prospectus supplement
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De nom ina t ions: $1,000 or integral multiples of $1,000 in excess thereof

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 for your notes on the stated maturity date or
upon any early redemption of 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 or date of early redemption, 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" on page S-10 of this prospectus
supplement

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 characterize
each note for all tax purposes as an income-bearing pre-paid derivative contract in respect of the indices, as described under
"Supplemental Discussion of Federal Income Tax Consequences" herein. Pursuant to this approach, it is the opinion of Sidley
Austin LLP that it is likely that any coupon payment will be taxed as ordinary income in accordance with your regular method of
accounting for U.S. federal income tax purposes. If you are a United States alien holder of the notes, we intend to withhold on
coupon payments made to you at a 30% rate or at a lower rate specified by an applicable income tax treaty. In addition, upon the
sale, exchange, redemption 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 (excluding amounts attributable to any coupon payment)
and your tax basis in your notes.

Ca sh se t t le m e nt a m ount : subject to our redemption right, for each $1,000 face amount of your notes, we will pay you on the
stated maturity date an amount in cash equal to:

·
if the index return of both indices is greater than or equal to -40.00%, $1,000 plus the final coupon; or

S-2
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·
if the index return of either index is less than -40.00%, the sum of (i) $1,000 plus (ii) the product of (a) the lesser

performing index return times (b) $1,000.

Ea rly re de m pt ion right : we have the right to redeem your notes, in whole but not in part, at a price equal to 100% of the face
amount plus any coupon then due, on each coupon payment date commencing with the coupon payment date occurring on
March 31, 2015 and ending with the coupon payment date occurring on September 30, 2022, subject to ten business days' prior
notice

Le sse r pe rform ing inde x re t urn: the index return of the lesser performing index

Le sse r pe rform ing inde x : the index with the lowest index return

Coupon: subject to our redemption right, on each coupon payment date, for each $1,000 face amount of your notes, we will pay
you an amount in cash equal to:

·
if the closing levels of both indices on the related coupon determination date is greater than or equal to 60.00% of its initial

index level, $16.75; or

·
if the closing level of either index on the related coupon determination date is less than 60.00% of its initial index level,

$0.00

I nit ia l inde x le ve l: 1,215.211 with respect to the Russell 2000® Index and 2,088.77 with respect to the S&P 500® Index

Fina l inde x le ve l: with respect to each index, the closing level of such index on the determination date, except in the limited
circumstances described under "Specific Terms of Your Notes -- Consequences of a Market Disruption Event or a Non-Trading
Day" on page S-18

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Closing le ve l: with respect to each index, the closing level of such index on any trading day, as further described under
"Specific Terms of Your Notes -- Special Calculation Provisions -- Closing Level" on page S-20

I nde x re t urn: with respect to each index on the determination date, 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

De fe a sa nc e : not applicable

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

Busine ss da y: as described on page S-20

T ra ding da y: as described on page S-20

T ra de da t e : December 26, 2014

Origina l issue da t e (se t t le m e nt da t e ): December 31, 2014

St a t e d m a t urit y da t e : January 2, 2023, subject to adjustment as described under "Specific Terms of Your Notes -- Payment of
Principal on Stated Maturity Date -- Stated Maturity Date" on page S-17

De t e rm ina t ion da t e : the last coupon determination date, December 16, 2022, subject to adjustment as described under
"Specific Terms of Your Notes -- Payment of Principal on Stated Maturity Date -- Determination Date" on page S-17

Coupon de t e rm ina t ion da t e s: the tenth scheduled trading day prior to each coupon payment date, subject to adjustment as
described under "Specific Terms of Your Notes --Coupon Determination Dates" on page S-18

Coupon pa ym e nt da t e s: the last calendar day of each March, June, September and December, beginning in March 2015,
provided that the last coupon payment date will be the stated maturity date instead of December 31, 2022

Re gula r re c ord da t e s: the scheduled business day immediately preceding the day on which payment is made (as such
payment date may be adjusted)

Ca lc ula t ion a ge nt : Goldman, Sachs & Co.

CU SI P no.: 38147QPU4

I SI N no.: US38147QPU49

FDI C: the notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other
governmental agency, nor are they obligations of, or guaranteed by, a bank

S-3
Table of Contents

H Y POT H ET I CAL EX AM PLES

The following tables and 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 closing levels of
the lesser performing index 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 index levels of the lesser performing index that are entirely hypothetical; no one
can predict what the index level of either index will be on any day throughout the life of your notes, what the closing level of either
index will be on any coupon determination date and what the final index level of the lesser performing index will be on the
determination date. The indices have been highly volatile in the past -- meaning that the index levels have changed substantially in
relatively short periods -- and their performance cannot be predicted for any future period.

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The information in the following examples reflects the 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 or date of early redemption. If you
sell your notes in a secondary market prior to the stated maturity date or date of early redemption, as the case may be, 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 tables below such as interest rates, the volatility of the indices and our creditworthiness. In addition, the estimated
value of your notes at the time the terms of your notes were set on the trade date (as determined by reference to pricing models
used by Goldman, Sachs & Co.) was 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 Were Set On the Trade Date (as Determined By Reference to Pricing Models Used By Goldman, Sachs & Co.) Was
Less Than the Original Issue Price Of Your Notes" on page S-7 of this prospectus supplement. The information in the tables also
reflect the key terms and assumptions in the box below.

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

Face amount
$1,000

The notes are not redeemed

Neither a market disruption event nor a non-trading day occurs on the originally scheduled determination date

No change in or affecting any of the index stocks or the method by which the applicable index sponsor calculates either index

The effect of any coupon has been excluded

Notes purchased on original issue date at the face amount and held to the stated maturity date or date of early redemption

For these reasons, the actual performance of the indices over the life of your notes, the actual index levels on any coupon
determination date, as well as the coupon payable, if any, on each coupon payment date, 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
index levels during recent periods, see "The Indices -- Historical Performance of the Russell 2000® Index" on page S-35 and "The
Indices -- Historical Performance of S&P 500® Index" on page S-35. Before investing in the notes, you should consult publicly
available information to determine the index levels between the date of this prospectus supplement and the date of your purchase
of the 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 stocks.

The levels in the left column of the table below represent hypothetical final index levels of the lesser performing index and are
expressed as percentages of the initial index level of the lesser performing index. The amounts in the right column represent the
hypothetical cash settlement amounts, based on the corresponding hypothetical final index level of the lesser performing index
(expressed as a percentage of the initial index level of the lesser performing index), 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 $1,000 of

S-4
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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 of the lesser performing index (expressed as a percentage of the initial
index level of the lesser performing index) and the assumptions noted above.

T he N ot e s H a ve N ot Be e n Re de e m e d

H ypot he t ic a l Ca sh Se t t le m e nt Am ount
H ypot he t ic a l Fina l I nde x Le ve l of t he
a t M a t urit y if t he N ot e s H a ve N ot Be e n
Le sse r Pe rform ing I nde x
Re de e m e d
(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 )
175.000%
100.000%*
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150.000%
100.000%*
125.000%
100.000%*
1 0 0 .0 0 0 %
1 0 0 .0 0 0 % *
80.000%
100.000%*
70.000%
100.000%*
6 0 .0 0 0 %
1 0 0 .0 0 0 % *
59.999%
59.999%
50.000%
50.000%
40.000%
40.000%
35.000%
35.000%
25.000%
25.000%
10.000%
10.000%
0 .0 0 0 %
0 .0 0 0 %

*Does not include the final coupon

If, for example, the notes have not been redeemed and the final index level of the lesser performing index were determined to
be 25.000% of its 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 (if you purchased your
notes at a premium to face amount you would lose a correspondingly higher percentage of your investment). In addition, if the final
index level of the lesser performing index were determined to be 175.000% of its initial index level, the cash settlement amount that
we would deliver on your notes at maturity would be limited to 100.000% of each $1,000 face amount of your notes, as shown in
the table above. As a result, if you held your notes to the stated maturity date, you would not benefit from any increase in the final
index level over the initial index level.

The cash settlement amounts shown above are entirely hypothetical; they are based on market prices for the index stocks
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 Your 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.

S-5
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We cannot predict the actual closing levels of the indices on any day, the final index level of the indices or what the market
value of your notes will be on any particular trading day, nor can we predict the relationship between the closing levels of the
indices and the market value of your notes at any time prior to the stated maturity date. The actual coupon payment, if any, that
a holder of the notes will receive on each coupon payment date, the actual amount that you will receive at maturity, if any, and
the rate of return on the offered notes will depend on whether or not the notes are redeemed and on the actual closing levels of
the indices and the actual final index levels determined by the calculation agent as described above. Moreover, the assumptions
on which the hypothetical examples are based may turn out to be inaccurate. Consequently, the coupon to be paid in respect of
your notes, if any, and the cash amount to be paid in respect of your notes on the stated maturity date, if any, may be very
different from the information reflected in the table and examples above.

S-6
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Table of Contents

ADDI T I ON AL RI SK FACT ORS SPECI FI C T O Y OU R N OT ES

An investment in your notes is subject to the risks described below, as well as the risks and considerations described in
the 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 stocks, i.e., the stocks comprising the
indices 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 We re 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 Goldm a n, Sa c hs & Co.) Wa 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 were
set on the trade date, as determined by reference to Goldman, Sachs & Co.'s pricing models and taking into account our credit
spreads. Such estimated value on the trade date is set forth on the cover of this prospectus supplement; 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 Goldman, Sachs & Co. would initially buy or sell your notes (if Goldman, Sachs &
Co. makes a market, which it is not obligated to do), and the value that Goldman, Sachs & 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 Goldman, Sachs & Co. and the distribution participants, the amount of this excess will decline on a straight line basis over the
period from the date hereof through the applicable date set forth on the cover. Thereafter, if Goldman, Sachs & 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 Goldman, Sachs & 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 were set on the trade date, as disclosed on the
front cover of this prospectus supplement, Goldman, Sachs & 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 were 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 Goldman, Sachs & Co. and the amounts Goldman, Sachs & Co. pays to us in connection with your notes. We pay to
Goldman, Sachs & Co. amounts based on what we would pay to holders of a non-structured note with a similar maturity. In return
for such payment, Goldman, Sachs & 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

S-7
Table of Contents

time will reflect many factors and cannot be predicted. If Goldman, Sachs & Co. makes a market in the notes, the price quoted by
Goldman, Sachs & Co. would reflect any changes in market 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 Goldman, Sachs & Co. makes a market in the
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notes, the quoted price will reflect the estimated value determined by reference to Goldman, Sachs & 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.

There is no assurance that Goldman, Sachs & Co. or any other party will be willing to purchase your notes at any price and, in
this regard, Goldman, Sachs & 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 coupons (if any) and return on the notes will be based on the performance of each 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. Subject to our redemption right, the cash settlement amount on your notes, if
any, on the stated maturity date will be based on the performance of the lesser performing of the Russell 2000® Index and the S&P
500® Index as measured from their initial index levels to the closing level of the lesser performing index on the determination date.
If the final index level of the lesser performing index for your notes is less than 60.00% of its initial index level, you will have a loss
for each $1,000 of the face amount of your notes equal to the product of the lesser performing index return times $1,000. 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 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 sell your notes before the stated maturity date, you may receive far less than the amount
of your investment in the notes.

Y ou M a y N ot Re c e ive a Coupon on Any Coupon Pa ym e nt Da t e

If the closing level of either index on the related coupon determination date is less than 60.00% of its initial index level, you will
not receive a coupon payment on the applicable coupon payment date. If this occurs on every coupon determination date, the
overall return you earn on your notes will be zero or less and such return will be less than you would have earned by investing in a
note that bears interest at the prevailing market rate.

On any coupon payment date, although you will receive a coupon if the closing levels of both of the indices on the related
coupon determination date are greater than or equal to 60.00% of their respective initial index levels, the coupon paid on the
corresponding coupon payment date will be equal to $16.75. You should be aware that, with respect to any prior coupon
determination dates that did not result in the payment of a coupon, you will not be compensated for any opportunity cost implied by
inflation and other factors relating to the time value of money. Further, there is no guarantee that you will receive any coupon
payment with respect to the notes at any time and you may lose your entire investment in the notes.

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We Are Able t o Re de e m Y our N ot e s a t Our Opt ion

On each coupon payment date commencing on the coupon payment date occurring on March 31, 2015 and ending on the
coupon payment date occurring on September 30, 2022, we will be permitted to redeem your notes at our option. Even if we do
not exercise our option to redeem your notes, our ability to do so may adversely affect the value of your notes. It is our sole option
whether to redeem your notes prior to maturity and we may or may not exercise this option for any reason. Because of this
redemption option, the term of your notes could be anywhere between three months and eight years.
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T he Coupon Doe s N ot Re fle c t t he Ac t ua l Pe rform a nc e of t he I ndic e s from t he T ra de Da t e t o Any Coupon
Pa ym e nt Da t e or from Coupon De t e rm ina t ion Da t e t o Coupon De t e rm ina t ion Da t e

The coupon for each quarterly coupon payment date is different from, and may be less than, a coupon determined based on
the percentage difference of the closing levels of the indices between the trade date and any coupon determination date or
between two coupon determination dates. Accordingly, the coupons, if any, on the notes may be less than the return you could
earn on another instrument linked to the indices that pay coupons based on the performance of the indices from the trade date to
any coupon determination date or from coupon determination date to coupon determination date.

T he Ca sh Se t t le m e nt Am ount Will Be Ba se d Sole ly on t he Le sse r Pe rform ing I nde x

The cash settlement amount will be based on the lesser performing index without regard to the performance of the other index.
As a result, you could lose all or some of your initial investment if the lesser performing index return is negative, even if there is an
increase in the level of the other index. This could be the case even if the other index increased by an amount greater than the
decrease in the lesser performing index.

T he M a rk e t V a lue of Y our N ot e s M a y Be I nflue nc e d by M a ny U npre dic t a ble Fa c t ors

When we refer to the market value of your notes, we mean the value that you could receive for your notes if you chose to sell
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 levels of the indices;

·
the volatility i.e., the frequency and magnitude of changes in the closing levels of the indices;

·
the dividend rates of the index stocks;

·
economic, financial, legislative, regulatory, political, military and other events that affect stock markets generally and the stocks

underlying the indices, and which may affect the closing levels of the indices;

·
interest rates and yield rates in the market;

·
the time remaining until your notes mature; and

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

ratings or changes in other credit measures.

These factors, and many other factors, will influence the price you will receive if you sell your notes before maturity, including
the price you may receive for your notes in any market making transaction. If you sell your notes before maturity, you may receive
less than the face amount of your notes.

You cannot predict the future performance of the indices based on their historical performance. The actual performance of the
indices over the life of the offered notes, the cash settlement amount paid on the stated maturity date, as well as the coupon
payable, if any, on each coupon payment date, may bear little or no relation to the historical closing levels of the indices or to the
hypothetical examples shown elsewhere in this prospectus supplement.

Y our N ot e s M a y N ot H a ve a n Ac t ive T ra ding M a rk e t

Your notes will not be listed or displayed on any securities exchange or included in any interdealer market quotation system,
and there may be little or no secondary market for your notes. Even if a secondary market for your notes develops, it may not
provide significant liquidity and we expect that transaction costs in any secondary market would be high. As a result, the difference
between bid and asked prices for your notes in any secondary market could be substantial.

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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

The cash settlement amount you will be paid for your notes on the stated maturity date or the amount we will pay you upon
any early redemption of your notes 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 or date of early redemption will differ from, and may be substantially less than, the return on notes purchased at face amount.
If you purchase your notes at a premium to face amount and hold them to the stated maturity date or date of early redemption, 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.

I f t he Le ve ls of t he I ndic e s Cha nge , t he M a rk e t V a lue of Y our N ot e s M a y N ot Cha nge in t he Sa m e M a nne r

The price of your notes may move differently than the performance of the indices. Changes in the levels of the indices may not
result in a comparable change in the market value of your notes. Even if the closing level of each index is greater than or equal to
60.00% of its initial index level but less than 100.00% of its initial index level during some portion of the life of the notes, the market
value of your notes may not reflect this. We discuss some of the reasons for this disparity under "-- The Market Value of Your
Notes May Be Influenced by Many Unpredictable Factors" above.

Ant ic ipa t e d H e dging Ac t ivit ie s by Goldm a n Sa c hs or Our Dist ribut ors M a y N e ga t ive ly I m pa c t I nve st ors in
t he N ot e s a nd Ca use Our I nt e re st s a nd T hose of Our Clie nt s a nd Count e rpa rt ie s t o be Cont ra ry t o T hose of
I nve st ors in t he N ot e s

Goldman Sachs expects to hedge our obligations under the notes by purchasing futures and/or other instruments linked to the
indices. 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 indices or the stocks underlying the indices, which we refer to as index stocks, 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 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 levels of the indices or the index
stocks, 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 indices -- directly or indirectly by affecting the
price of the index stocks -- 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

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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
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