Obligation Goldman Sachs 5% ( US38148BAD01 ) en USD

Goldman Sachs

99.991 % ▼

Etas-Unis

US38148BAD01 ( en USD )

5% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation Goldman Sachs US38148BAD01 en USD 5%, échéance Perpétuelle

1 000 USD

1 500 000 000 USD

38148BAD0

BB+ ( Spéculatif )

N/A

10/05/2025 ( Dans 76 jours )

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 US38148BAD01, paye un coupon de 5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle
L'Obligation émise par Goldman Sachs ( Etas-Unis ) , en USD, avec le code ISIN US38148BAD01, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Preferred Stock Series P Prospectus Supplement
424B2 1 d477727d424b2.htm PREFERRED STOCK SERIES P PROSPECTUS SUPPLEMENT
Table of Contents
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -
2 1 9 2 0 6

Prospe c t us Supple m e nt t o t he Prospe c t us da t e d J uly 1 0 , 2 0 1 7 .

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

1,500,000 Depositary Shares
Each Representing 1/25th Interest in a
Share of 5.00% Fixed-to-Floating Rate

Non-Cumulative Preferred Stock, Series P

Each of the 1,500,000 depositary shares offered hereby represents a 1/25th ownership interest in a share of perpetual Non-Cumulative Preferred
Stock, Series P ("Series P Preferred Stock"), $25,000 liquidation preference per share, of The Goldman Sachs Group, Inc., deposited with The Bank of New
York Mellon, as depositary. The depositary shares are evidenced by depositary receipts. As a holder of depositary shares, you are entitled to all proportional
rights and preferences of the Series P Preferred Stock (including dividend, voting, redemption and liquidation rights). You must exercise such rights through
the depositary.
Holders of Series P Preferred Stock will be entitled to receive dividend payments only when, as and if declared by our board of directors or a duly
authorized committee of the board, out of funds legally available for the payment of dividends. Any such dividends will be payable on a non-cumulative
basis (i) from the date of original issue, semi-annually in arrears on the 10th day of May and November of each year, commencing on May 10, 2018 and
ending on November 10, 2022, at a fixed rate per annum of 5.00%, and (ii) following November 10, 2022, quarterly in arrears on the 10th day of February,
May, August and November of each year, at a floating rate per annum equal to three-month U.S. dollar LIBOR plus 2.874% on the related LIBOR
determination date. Payment of dividends on the Series P Preferred Stock is subject to certain legal, regulatory and other restrictions as described
elsewhere in this prospectus supplement. LI BOR is be ing m odifie d, se e pa ge S-1 5 .
In the event dividends are not declared on Series P Preferred Stock for payment on any dividend payment date, then those dividends will not be
cumulative and will cease to accrue and be payable. If we have not declared a dividend before the dividend payment date for any dividend period, we will
have no obligation to pay dividends accrued for that dividend period, whether or not dividends on the Series P Preferred Stock are declared for any future
dividend period.
We may, at our option, redeem the shares of Series P Preferred Stock (i) in whole or in part, from time to time, on or after November 10, 2022 (or, if
not a business day, the next succeeding business day), or (ii) in whole but not in part at any time within 90 days of certain changes to regulatory capital
requirements as described under "Description of Series P Preferred Stock--Redemption" on page S-24, in each case, at a redemption price of $25,000 per
share (equivalent to $1,000 per depositary share), plus an amount equal to the accrued and unpaid dividends for the then-current dividend period to but
excluding the redemption date, whether or not declared. If we redeem the Series P Preferred Stock, the depositary will redeem a proportionate number of
depositary shares. The Series P Preferred Stock will not have voting rights, except as set forth under "Description of Series P Preferred Stock--Voting
Rights" on page S-26.
The Series P Preferred Stock and the depositary shares are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or
any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
Neither the Series P Preferred Stock nor the depositary shares will be listed or displayed on any securities exchange or interdealer quotation system.
See "Risk Factors" beginning on page S-11 of this prospectus supplement to read about factors you should consider before buying the depositary
shares.

N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny ot he r re gula t ory body ha s a pprove d or disa pprove d of t he se
se c urit ie s or pa sse d upon t he a c c ura c y or a de qua c y of t his prospe c t us supple m e nt . Any re pre se nt a t ion t o t he c ont ra ry is a
c rim ina l offe nse .

Per Depositary

Share

Total

Initial public offering price(1)

$
1,000.00
$1,500,000,000
Underwriting discount(2)

$
15.00
$
22,500,000
Proceeds, before expenses, to The Goldman Sachs Group, Inc.

$
985.00
$1,477,500,000

(1) The initial public offering price set forth above does not include accrued dividends, if any, that may be declared. Dividends, if declared, will accrue from
the date of original issuance, expected to be November 1, 2017.
(2) An underwriting discount of $15.00 per depositary share (or up to $22,500,000 for all depositary shares) will be deducted from the proceeds paid to us
by the underwriters.

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Preferred Stock Series P Prospectus Supplement
The underwriters expect to deliver the depositary shares in book-entry form only, through the facilities of The Depository Trust Company, against
payment on or about November 1, 2017.
The Goldman Sachs Group, Inc. may use this prospectus supplement and the accompanying prospectus in the initial sale of the depositary shares.
In addition, Goldman Sachs & Co. LLC or any other affiliate of The Goldman Sachs Group, Inc. may use this prospectus supplement and the accompanying
prospectus in a market-making transaction in the depositary shares after their initial sale, and unless they inform the purchaser otherwise in the confirmation
of the sale, this prospectus supplement and accompanying prospectus are being used by them in a market-making transaction.
Goldm a n Sa c hs & Co. LLC

Prospectus Supplement dated October 18, 2017.
Table of Contents
SU M M ARY I N FORM AT I ON
This summary highlights information contained in this prospectus supplement and the accompanying prospectus. This
summary is not complete and does not contain all the information you should consider before investing in the depositary
shares representing interests in our Series P Preferred Stock.
Please note that in this prospectus supplement, references to "The Goldman Sachs Group, Inc.", "we", "our" and "us"
mean only The Goldman Sachs Group, Inc. and do not include its consolidated subsidiaries. Also, references to the
"accompanying prospectus" mean the accompanying prospectus, dated July 10, 2017, of The Goldman Sachs Group, Inc. The
terms described herein supplement those described in the accompanying prospectus, and if the terms described here are
inconsistent with those described there, the terms described here are controlling.

I ssue r:
The Goldman Sachs Group, Inc.
Se c urit ie s offe re d:
1,500,000 depositary shares each representing a 1/25th
ownership interest in a share of perpetual 5.00% Fixed-to-
Floating Rate Non-Cumulative Preferred Stock, Series P,
$0.01 par value, with a liquidation preference of $25,000
per share (equivalent to $1,000 per depositary share) of
The Goldman Sachs Group, Inc. Each holder of a
depositary share will be entitled, through the depositary, in
proportion to the applicable fraction of a share of Series P
Preferred Stock represented by such depositary share, to
all the rights and preferences of the Series P Preferred
Stock represented thereby (including dividend, voting,
redemption and liquidation rights).
We may from time to time elect to issue additional
depositary shares representing shares of the Series P
Preferred Stock, and all the additional shares would be
deemed to form a single series with the depositary shares
representing shares of Series P Preferred Stock offered by
this prospectus supplement; provided that we shall only
issue such additional shares if they will be fungible for U.S.
tax purposes with all of the originally issued shares.
Divide nds:
Dividends on the Series P Preferred Stock, when, as and if
declared by our board of directors (or a duly authorized
committee of the board), will accrue and be payable on the
liquidation preference amount of $25,000 per share of the
Series P Preferred Stock (equivalent to $1,000 per
depositary share) from the original issue date, on a non-
cumulative basis, from the date of original issue, semi-
annually in arrears on the 10th day of May and November
of each year, commencing on May 10, 2018 and ending on

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Preferred Stock Series P Prospectus Supplement

S-2
Table of Contents
November 10, 2022, at a fixed rate per annum of 5.00%,
and (ii) following November 10, 2022, quarterly in arrears
on the 10th day of February, May, August and November of
each year, at a floating rate per annum equal to three-
month U.S. dollar LIBOR plus 2.874% on the related
LIBOR determination date.

See "Description of Series P Preferred Stock--Dividends"
below for further information on how dividends are
calculated. LI BOR is be ing m odifie d, se e pa ge S -
1 5 .
Payment dates are subject to adjustment for business
days. Any such dividends will be distributed to holders of
depositary shares in the manner described under
"Description of Depositary Shares--Dividends and Other
Distributions" below.
A dividend period is (i) from and including the original issue
date of the Series P Preferred Stock to but excluding
November 10, 2022, the period from and including a
dividend payment date to but excluding the next dividend
payment date, except that the initial dividend period will
commence on and include the original issue date of the
Series P Preferred Stock and will end on and exclude the
May 10, 2018 dividend payment date, and (ii) from and
including November 10, 2022, the period from and
including a dividend payment date to but excluding the next
dividend payment date, except that the dividend period in
respect of the February 10, 2023 dividend payment date
will commence on and include November 10, 2022.
Dividends on shares of Series P Preferred Stock will not be
cumulative and will not be mandatory. In the event
dividends are not declared on the Series P Preferred Stock
for payment in respect of any dividend period, then such
dividends shall not be cumulative and shall cease to accrue
and be payable. If our board of directors (or a duly
authorized committee of the board) has not declared a
dividend before the dividend payment date for any dividend
period, we will have no obligation to pay dividends accrued
for such dividend period after the dividend payment date
for that dividend period, whether or not dividends on the
Series P Preferred Stock are declared for any future
dividend period.
Payment of dividends on the Series P Preferred Stock is
subject to certain legal, regulatory and

S-3
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Preferred Stock Series P Prospectus Supplement
Table of Contents
other restrictions described under "Description of Series P
Preferred Stock--Dividends" below.
So long as any share of Series P Preferred Stock remains
outstanding, no dividend shall be paid or declared on our
common stock or any of our other securities ranking junior
to the Series P Preferred Stock (other than a dividend
payable solely in common stock or in such junior
securities), and no common stock or other securities
ranking junior to the Series P Preferred Stock shall be
purchased, redeemed or otherwise acquired for
consideration by us, directly or indirectly (other than as a
result of a reclassification of such junior securities for or
into other junior securities, or the exchange or conversion
of one share of such junior securities for or into another
share of such junior securities), during a dividend period,
unless the full dividends for the latest completed dividend
period on all outstanding shares of Series P Preferred
Stock have been declared and paid, or declared and a sum
sufficient for the payment thereof has been set aside.
However, the foregoing provision shall not restrict the
ability of Goldman Sachs & Co. LLC, or any of our other
affiliates, to engage in any market-making transactions in
our junior stock in the ordinary course of business.
When dividends are not paid in full on the shares of Series
P Preferred Stock and any shares of other classes or
series of our securities that rank equally with the Series P
Preferred Stock (in the payment of dividends or in the
distribution of assets on any liquidation, dissolution or
winding-up of The Goldman Sachs Group, Inc.) for a
dividend period, all dividends declared with respect to
shares of Series P Preferred Stock and all such equally
ranking securities for such dividend period shall be
declared pro rata so that the respective amounts of such
dividends bear the same ratio to each other as all accrued
but unpaid dividends per share on the shares of Series P
Preferred Stock for such dividend period and all such
equally ranking securities for such dividend period bear to
each other.
Subject to the foregoing, such dividends (payable in cash,
stock or otherwise) as may be determined by the board of
directors (or a duly authorized committee of the board) may
be declared and paid on our common stock and any other
securities ranking equally with or junior to the Series P
Preferred Stock from time to time

S-4
Table of Contents
out of any funds legally available for such payment, and the
shares of the Series P Preferred Stock shall not be entitled
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Preferred Stock Series P Prospectus Supplement
to participate in any such dividend.
Divide nd pa ym e nt da t e s:
The 10th day of May and November of each year,
commencing on May 10, 2018 and ending on November
10, 2022, and the 10th day of February, May, August and
November of each year following November 10, 2022,
subject to adjustment as provided below. If any dividend
payment date on or prior to November 10, 2022 is not a
business day (as defined below), then the dividend with
respect to that dividend payment date will be paid on the
next succeeding business day, without interest or other
payment in respect of such delayed payment. If any date
after November 10, 2022 on which dividends would
otherwise be payable is not a business day, then the
dividend payment date will be the next succeeding
business day unless such day falls in the next calendar
month, in which case the dividend payment date will be the
immediately preceding day that is a business day, and
dividends will accrue to the dividend payment date as so
adjusted. "Business day" means (i) from the original issue
date to and including November 10, 2022 (or, if not a
business day, the next succeeding business day), a day
that is a Monday, Tuesday, Wednesday, Thursday or
Friday and is not a day on which banking institutions in
New York City are generally authorized or obligated by law
or executive order to close, and (ii) thereafter, a day that is
a Monday, Tuesday, Wednesday, Thursday or Friday and
is not a day on which banking institutions in New York City
are generally authorized or obligated by law or executive
order to close and is a day on which dealings in U.S.
dollars are transacted in the London interbank market.
Re de m pt ion:
The Series P Preferred Stock is perpetual and has no
maturity date. We may, at our option, redeem the shares of
Series P Preferred Stock (i) in whole or in part, from time to
time, on or after November 10, 2022 (or, if not a business
day, the next succeeding business day), or (ii) in whole but
not in part at any time within 90 days following a
Regulatory Capital Treatment Event (as defined elsewhere
in this prospectus

S-5
Table of Contents
supplement), in each case, at a redemption price equal to
$25,000 per share (equivalent to $1,000 per depositary
share), plus an amount equal to the accrued and unpaid
dividends for the then-current dividend period to but
excluding the redemption date, whether or not declared. If
we redeem the Series P Preferred Stock, the depositary
will redeem a proportionate number of depositary shares.
Neither holders of Series P Preferred Stock nor holders of
depositary shares will have the right to require the
redemption or repurchase of the Series P Preferred Stock.
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Preferred Stock Series P Prospectus Supplement
Redemption of Series P Preferred Stock is subject to
certain legal, regulatory and other restrictions described
under "Description of Series P Preferred Stock--
Redemption" below.
Liquida t ion right s:
Upon any voluntary or involuntary liquidation, dissolution or
winding-up of The Goldman Sachs Group, Inc., holders of
shares of Series P Preferred Stock are entitled to receive
out of assets of The Goldman Sachs Group, Inc. available
for distribution to stockholders, before any distribution of
assets is made to holders of our common stock or of any
other shares of our stock ranking junior as to such a
distribution to the Series P Preferred Stock, a liquidating
distribution in the amount of $25,000 per share (equivalent
to $1,000 per depositary share) plus any declared and
unpaid dividends, without accumulation of any undeclared
dividends. Distributions will be made only to the extent of
The Goldman Sachs Group, Inc.'s assets that are available
after satisfaction of all liabilities to creditors, if any (pro rata
as to the Series P Preferred Stock and any other shares of
our stock ranking equally as to such distribution).
V ot ing right s:
None, except with respect to certain changes in the terms
of the Series P Preferred Stock and in the case of certain
dividend non-payments. See "Description of Series P
Preferred Stock--Voting Rights" below. Holders of
depositary shares must act through the depositary to
exercise any voting rights, as described under "Description
of Depositary Shares--Voting the Series P Preferred Stock"
below.
Ra nk ing:
Shares of the Series P Preferred Stock will rank senior to
our common stock, equally with our previously issued
Floating Rate Non-Cumulative Preferred Stock, Series A,
$25,000 liquidation

S-6
Table of Contents
preference per share ("Series A Preferred Stock"), 6.20%
Non-Cumulative Preferred Stock, Series B, $25,000
liquidation preference per share ("Series B Preferred
Stock"), Floating Rate Non-Cumulative Preferred Stock,
Series C, $25,000 liquidation preference per share
("Series C Preferred Stock"), Floating Rate Non-Cumulative
Preferred Stock, Series D, $25,000 liquidation preference
per share ("Series D Preferred Stock"), Perpetual Non-
Cumulative Preferred Stock, Series E, $100,000 liquidation
preference per share ("Series E Preferred Stock"),
Perpetual Non-Cumulative Preferred Stock, Series F,
$100,000 liquidation preference per share ("Series F
Preferred Stock"), 5.95% Non-Cumulative Preferred Stock,
Series I, $25,000 liquidation preference per share ("Series I
Preferred Stock"), 5.50% Non-Cumulative Preferred Stock,
Series J, $25,000 liquidation preference per share
("Series J Preferred Stock"), 6.375% Fixed-to-Floating Rate
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Preferred Stock Series P Prospectus Supplement
Non- Cumulative Preferred Stock, Series K, $25,000
liquidation preference per share ("Series K Preferred
Stock"), 5.70% Fixed-to-Floating Rate Non-Cumulative
Preferred Stock, Series L, $25,000 liquidation preference
per share ("Series L Preferred Stock"), 5.375% Fixed-to-
Floating Rate Non-Cumulative Preferred Stock, Series M,
$25,000 liquidation preference per share ("Series M
Preferred Stock"), 6.30% Non-Cumulative Preferred Stock,
Series N, $25,000 liquidation preference per share
("Series N Preferred Stock") and 5.30% Fixed-to-Floating
Rate Non-Cumulative Preferred Stock, Series O, $25,000
liquidation preference per share ("Series O Preferred
Stock") and at least equally with each other series of our
preferred stock we may issue (except for any senior series
that may be issued with the requisite consent of the
holders of Series P Preferred Stock), with respect to the
payment of dividends and distributions upon liquidation,
dissolution or winding-up. We will generally be able to pay
dividends and distributions upon liquidation, dissolution or
winding-up only out of lawfully available funds for such
payment (i.e., after taking account of all indebtedness and
other non-equity claims).
M a t urit y:
The Series P Preferred Stock does not have any maturity
date, and we are not required to redeem the Series P
Preferred Stock. Accordingly, the Series P Preferred Stock
will remain outstanding indefinitely, unless and until we
decide to redeem it.

S-7
Table of Contents
Pre e m pt ive a nd c onve rsion right s:
None.
List ing:
Neither the depositary shares nor the Series P Preferred
Stock will be listed on any securities exchange or
interdealer market quotation system.
T a x c onse que nc e s:
This section supplements the discussion of U.S. federal
income taxation of the depositary shares in the
accompanying prospectus under "United States Taxation"
and supersedes it to the extent inconsistent therewith. If
you are a noncorporate United States holder, dividends
paid to you on the depositary shares will generally be
"qualified dividends" that are taxable to you at a preferential
maximum rate of 20%, provided that you hold your shares
of preferred stock for more than 60 days during the 121-
day period beginning 60 days before the ex-dividend date
and meet other holding period requirements. Please see
the discussion under "United States Taxation--Taxation of
Preferred Stock and Depositary Shares--United States
Holders--Distributions on Preferred Stock" in the
accompanying prospectus for a discussion of the
consequences of dividends that are not paid out of our
current or accumulated earnings and profits.
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Preferred Stock Series P Prospectus Supplement
If you are taxed as a corporation, except as described in
the accompanying prospectus under "United States
Taxation--Taxation of Preferred Stock and Depositary
Shares--United States Holders--Limitations on Dividends-
Received Deduction", dividends on the depositary shares
would be eligible for the 70% dividends-received deduction.
If you are a United States alien holder of depositary shares,
dividends paid to you will be subject to withholding tax at a
30% rate or at a lower rate if you are eligible for the
benefits of an income tax treaty that provides for a lower
rate.
As discussed under "United States Taxation--Taxation of
Preferred Stock and Depositary Shares--United States
Holders--Redemption Premium" in the accompanying
prospectus, certain holders that purchase the depositary
shares at a discount to the redemption price could be
required to include a portion of the redemption premium in
income each year. We expect that the depositary shares
will not be issued with a discount of greater than a
de minimis amount, and therefore you should not

S-8
Table of Contents
be required to include any of the redemption premium in
income prior to redemption.
As discussed in the accompanying prospectus under
"United States Taxation--Taxation of Preferred Stock and
Depositary Shares--United States Holders--Redemption of
Preferred Stock", it is possible that a redemption of your
stock could be treated as a distribution for United States
federal income tax purposes. If you are a United States
alien holder and a redemption is treated as a distribution,
the redemption payment may be subject to withholding tax
at a rate of 30% to the extent it is reflects a share of The
Goldman Sachs Group, Inc.'s current or accumulated
earnings and profits as determined under United States
federal income tax principles. Furthermore, if a broker or
other paying agent is unable to determine whether the
redemption should be treated as a distribution, such paying
agent may be required to withhold tax at a 30% rate on the
full amount you receive (in which case, you may be eligible
to obtain a refund of all or a portion of any tax).
As discussed under "United States Taxation--Taxation of
Preferred Stock and Depositary Shares--Foreign Account
Tax Compliance Act (FATCA) Withholding" a 30%
withholding tax could be imposed on dividend payments on
depositary shares that are received by you or any non-U.S.
person or entity that receives such income (a "non-U.S.
payee") on your behalf, unless you and each such non-
U.S. payee in the payment chain comply with the
applicable information reporting, account identification,
withholding, certification and other FATCA-related
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Preferred Stock Series P Prospectus Supplement
requirements. This withholding tax could also apply to
payments of gross proceeds received upon a disposition of
the depositary shares by a non-compliant payee on or after
January 1, 2019. We will not pay any additional amounts in
respect of this withholding tax, so if this withholding applies,
you will receive less than the amount that you would have
otherwise received.
For further discussion of the tax consequences relating to
the depositary shares, see "United States Taxation--
Taxation of Preferred Stock and Depositary Shares" in the
accompanying prospectus.

S-9
Table of Contents
U se of proc e e ds:
We intend to use the net proceeds from the sale of the
depositary shares representing interests in the Series P
Preferred Stock to redeem all of the Series I Preferred
Stock. We intend to use remaining proceeds to provide
additional funds for our operations and for other general
corporate purposes including the potential redemption of
part of the Series B Preferred Stock.
T ra nsfe r a ge nt a nd re gist ra r:
The Bank of New York Mellon
De posit a ry:
The Bank of New York Mellon
Ca lc ula t ion Age nt :
Goldman Sachs & Co. LLC

S-10
Table of Contents
RI SK FACT ORS

An investment in the depositary shares is subject to the risks described below as well as the risks and considerations
described in the accompanying prospectus dated July 10, 2017 and under "Risk Factors" in Part I, Item 1A of our Annual Report
on Form 10-K for the year ended December 31, 2016. You should carefully review these risks and considerations as well as the
terms of the depositary shares described herein and in the accompanying prospectus dated July 10, 2017 before deciding
whether this investment is suited to your particular circumstances.
Y ou Are M a k ing a n I nve st m e nt De c ision Wit h Re ga rd t o t he De posit a ry Sha re s a s We ll a s t he Se rie s P
Pre fe rre d St oc k
As described in the accompanying prospectus, we are issuing fractional interests in shares of Series P Preferred Stock in
the form of depositary shares. Accordingly, the depositary will rely on the payments it receives on the Series P Preferred Stock to
fund all payments on the depositary shares. You should carefully review the information in the accompanying prospectus and in
this prospectus supplement regarding both of these securities.
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Preferred Stock Series P Prospectus Supplement
T he Se rie s P Pre fe rre d St oc k is Equit y a nd I s Subordina t e t o Our Ex ist ing a nd Fut ure I nde bt e dne ss
The shares of Series P Preferred Stock are equity interests in The Goldman Sachs Group, Inc. and do not constitute
indebtedness. As such, the shares of Series P Preferred Stock will rank junior to all indebtedness and other non-equity claims on
The Goldman Sachs Group, Inc. with respect to assets available to satisfy claims on The Goldman Sachs Group, Inc., including in
a liquidation of The Goldman Sachs Group, Inc. Additionally, unlike indebtedness, where principal and interest would customarily be
payable on specified due dates, in the case of preferred stock like the Series P Preferred Stock: (1) dividends are payable only if
declared by our board of directors (or a duly authorized committee of the board), (2) as a corporation, we are subject to restrictions
on payments of dividends and redemption price out of lawfully available funds and (3) as a bank holding company, our ability to
declare and pay dividends is subject to the rules and the oversight of the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board").
The Goldman Sachs Group, Inc. has issued outstanding debt securities, the terms of which permit us to defer interest
payments from time to time provided that, if we defer interest payments, we would not be permitted to pay dividends on any of our
capital stock, including the Series P Preferred Stock, during the deferral period.
Y ou M a y N ot Re c e ive Divide nds on t he Se rie s P Pre fe rre d St oc k
Dividends on the Series P Preferred Stock are discretionary and non-cumulative. Consequently, if our board of directors (or a
duly authorized committee of the board) does not authorize and declare a dividend for any dividend period, holders of Series P
Preferred Stock will not be entitled to receive any such dividend, and such unpaid dividend will cease to accrue and be payable.
We will have no obligation to pay dividends accrued for a dividend period after the dividend payment date for such period if our
board of directors (or a duly authorized committee of the board) has not declared such dividend before the related dividend
payment date, whether or not dividends are declared for any subsequent dividend period with respect to the Series A Preferred
Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred
Stock, Series I Preferred Stock, Series J Preferred Stock, Series K Preferred Stock, Series L Preferred Stock, Series M Preferred
Stock, Series N Preferred Stock, Series O Preferred Stock, Series P Preferred Stock or any other preferred stock we may issue.

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In addition, if and to the extent such act would cause us to fail to comply with applicable laws, rules and regulations
(including applicable capital adequacy rules), we may not declare, pay or set aside for payment dividends on Series P Preferred
Stock. As a result, if payment of dividends on Series P Preferred Stock for any dividend period would cause us to fail to comply
with any applicable law, rule or regulation, we will not declare or pay a dividend for such dividend period. In such a case, holders of
the depositary shares will not be entitled to receive any dividend for that dividend period, and the unpaid dividend will cease to
accrue and be payable.
We M a y Be Able t o Re de e m t he Se rie s P Pre fe rre d St oc k Prior t o N ove m be r 1 0 , 2 0 2 2
By its terms, the Series P Preferred Stock may be redeemed by us prior to November 10, 2022 upon the occurrence of
certain events involving the capital treatment of the Series P Preferred Stock. In particular, upon our determination in good faith that
an event has occurred that would constitute a "Regulatory Capital Treatment Event", we may, at our option, redeem in whole, but
not in part, the shares of Series P Preferred Stock, subject to the approval of the Federal Reserve Board. See "Description of
Series P Preferred Stock--Redemption".
Although the terms of the Series P Preferred Stock satisfy the criteria for "tier 1 capital" instruments consistent with Basel III
as set forth in the final rules promulgated by the Federal Reserve Board, the Federal Deposit Insurance Corporation ("FDIC") and
the Office of the Comptroller of the Currency, it is possible that the Series P Preferred Stock may not satisfy the criteria set forth as
a result of official administrative or judicial decisions, actions or pronouncements interpreting those rules and announced after the
issuance of the Series P Preferred Stock, or as a result of future changes in law or regulation. As a result, a "Regulatory Capital
Treatment Event" (as defined herein) could occur whereby we would have the right, subject to prior approval of the Federal
Reserve Board, to redeem the Series P Preferred Stock in accordance with its terms prior to November 10, 2022 at a redemption
price equal to $25,000 per share (equivalent to $1,000 per depositary share), plus an amount equal to the accrued and unpaid
dividends for the then-current dividend period to but excluding the redemption date, whether or not declared.
We describe our redemption right under "Description of Series P Preferred Stock--Redemption" below. If the Series P
https://www.sec.gov/Archives/edgar/data/886982/000119312517315391/d477727d424b2.htm[10/20/2017 4:30:58 PM]

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