Pricing Supplement Dated December 11, 2014
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-198735
Pricing Supplement to the Prospectus dated September 15,
2014 and the
Prospectus Supplement dated September 15,
2014 No. 3390
$1,000,000,000
The Goldman Sachs Group, Inc.
Floating Rate Notes due 2017
Medium-Term Notes, Series D
The notes being
purchased have the following terms:
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Issuer: The Goldman Sachs Group, Inc.
Principal amount: $1,000,000,000
Stated maturity: December 15, 2017
Specified currency: U.S. dollars
Trade date: December 11, 2014
Original issue date: December 16, 2014
Original issue price: 100.00% ($1,000,000,000 plus accrued and
unpaid interest, if any, from December 16, 2014) Underwriting
discount: 0.25% Net price/proceeds to The Goldman Sachs
Group, Inc.: 99.75% ($997,500,000) (before expenses)
CUSIP no.: 38141EC49
ISIN: US38141EC493
Common Code: 115647474
Original issue discount notes: no
Form of notes:
master global book-entry form only: yes
non-global form available: no
Redemption before stated maturity: optional, but only if we become obligated to pay additional amounts because of changes in
U.S. withholding tax requirements see page PS-2 Repayment at option of holder: none If interest rate is fixed: not applicable |
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If interest rate is floating: yes
interest rate: a rate per annum equal to the base rate plus the spread
base rate: 3-month U.S. dollar LIBOR
Reuters screen LIBOR page: LIBOR01
index maturity: 3 months
index currency: U.S. dollar
interest reset period: quarterly
spread: 0.800% per annum
spread multiplier: not applicable
initial base rate: 3-month U.S. dollar LIBOR as determined
on December 12, 2014 maximum rate: no
minimum rate: no
denominations: $2,000 and integral multiples of $1,000 thereafter
interest payment dates: March 15, June 15, September 15 and December 15 of each year, commencing on March
15, 2015 (in each case, subject to the business day convention, except at maturity) interest reset
dates: March 15, June 15, September 15 and December 15 of each year, commencing on March 15, 2015 (in each case, subject to the business day convention, except at maturity)
interest determination date: two London business days prior to each interest reset date
regular record dates: for interest due on an interest payment date, the calendar day immediately prior to the
day on which payment is to be made (as such payment date may be adjusted under the applicable business day convention specified below) day count convention: Actual/360 (ISDA) business
days: London and New York business day convention: modified following (applicable to interest reset
dates and interest payment dates) calculation agent: The Bank of New York Mellon
Defeasance applies as follows: applicable
full defeasance i.e., our
right to be relieved of all our obligations on the note by placing funds in trust for the investor: yes
covenant defeasance i.e., our right to be relieved of specified provisions of the note by placing
funds in trust for the investor: yes Listing: none |
The information above, if any, about the original issue date, trade dates, original issue price, net proceeds and original issue discount relates
only to the initial sale of the notes. If the notes are sold in a market-making transaction after their initial sale, information about the price paid and the date of the sale will be provided in a separate confirmation of sale. Please refer to the
accompanying prospectus dated September 15, 2014 and the accompanying Series D prospectus supplement dated September 15, 2014 for additional information about the notes being purchased.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this pricing supplement, the accompanying prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
The notes have been registered under the Securities Act of 1933 solely for the purpose of sales in the United States; they have not been and will
not be registered for the purpose of any offers or sales outside the United States.
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.
Goldman Sachs may use
this pricing supplement, the accompanying prospectus supplement and the accompanying prospectus in the initial sale of the notes. In addition, Goldman, Sachs & Co. or any other affiliate of Goldman Sachs may use this pricing supplement, the
accompanying prospectus supplement and the accompanying prospectus in a market-making transaction in the notes after their initial sale. Unless Goldman Sachs or its agent informs the purchaser otherwise in the confirmation of sale, this pricing
supplement, the accompanying prospectus supplement and the accompanying prospectus are being used in a market-making transaction.
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Drexel Hamilton |
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Lebenthal Capital Markets |
Mischler Financial Group, Inc. |
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The Williams Capital Group, L.P. |
Pricing Supplement dated December 11, 2014.
Payment of Additional Amounts
We intend to pay principal and interest without deducting U.S. withholding taxes. If we are required to deduct U.S. withholding taxes from payment to
non-U.S. investors, however, we will pay additional amounts on those payments, but only to the extent described in the accompanying prospectus under Description of Debt Securities We May Offer
Payment of Additional Amounts.
Tax Redemption
We will have the option to redeem the notes before they mature (at par plus accrued interest) if we become obligated to pay additional amounts because of changes in U.S. withholding tax requirements but only
if our obligation results from a change in the laws or regulations of any U.S. taxing authority, or from a change in any official interpretation or application of those laws or regulations, that becomes effective or is announced on or after
December 11, 2014, as described in the accompanying prospectus under Description of Debt Securities We May Offer Redemption and Repayment Tax Redemption.
FDIC
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.
Defeasance
The notes are subject to the provisions for full defeasance and covenant defeasance described under Description of Debt Securities We May
Offer Defeasance and Covenant Defeasance in the accompanying prospectus.
United States Federal Income Tax Consequences
Your notes will be treated as variable rate debt instruments for United States Federal income tax purposes as described under United States
Taxation Taxation of Debt Securities United States Holders Variable Rate Debt Securities in the accompanying prospectus.
Please refer to the discussion under United States Taxation in the accompanying prospectus supplement and the accompanying prospectus for a description of the material U.S. federal income tax
consequences of ownership and disposition of the notes. Please see the discussion under United States Taxation Taxation of Debt Securities Foreign Account Tax Compliance Act (FATCA) Withholding in the accompanying
prospectus for a description of the applicability of FATCA to payments made on your notes.
Additional Information Regarding Terms of the Notes
To fully understand the terms of your notes, you should read the description of LIBOR appearing under Description of Notes
We May Offer Interest Rates Floating Rate Notes LIBOR Notes in the accompanying prospectus supplement, the Actual/360 (ISDA) day count convention appearing under Description of Debt Securities We May Offer
Calculations of Interest on Debt Securities Interest Rates and Interest in the accompanying prospectus, the descriptions of New York business day and London business day appearing under Description of Debt Securities We May Offer
Calculations of Interest on Debt Securities Business Days in the accompanying prospectus and the description of the modified following business day convention appearing under Description of Debt Securities We May Offer
Calculations of Interest on Debt Securities Business Day Conventions in the accompanying prospectus. These descriptions, together with the terms set forth on the cover page of this pricing supplement and the terms appearing or
referenced in the left hand column of this page PS-2, are terms of your notes and will be incorporated into the master global note that
PS-2
represents your notes. You should also read Considerations Relating to Floating Rate Securities Increased Regulatory Oversight and Changes in the Method Pursuant to Which the
LIBOR Rates Are Determined May Adversely Affect the Value of Your Floating Rate Securities in the accompanying prospectus.
PS-3
SUPPLEMENTAL PLAN OF DISTRIBUTION
The Goldman Sachs Group, Inc. and the underwriters for this offering named below have entered into
a terms agreement and a distribution agreement with respect to the notes. Subject to certain conditions, each underwriter has agreed to purchase the principal amount of notes indicated in the following table.
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Underwriters |
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Principal Amount of Notes |
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Goldman, Sachs & Co. |
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$ |
980,000,000 |
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Drexel Hamilton, LLC |
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5,000,000 |
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Lebenthal & Co., LLC |
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5,000,000 |
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Mischler Financial Group, Inc. |
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5,000,000 |
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The Williams Capital Group, L.P. |
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5,000,000 |
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Total |
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$ |
1,000,000,000 |
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The underwriters are committed to take and pay for all of the notes being offered, if any are taken.
The following table shows the per $1,000 principal amount of notes and total underwriting discounts and commissions to be paid to the
underwriters by us.
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Per $1,000 note |
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$ |
2.50 |
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Total |
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$ |
2,500,000 |
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Notes sold by the underwriters to the public will initially be offered at the original issue price set forth on
the cover of this pricing supplement. The underwriters intend to purchase the notes from The Goldman Sachs Group, Inc. at a purchase price equal to the original issue price less a discount of 0.25% of the principal amount of the notes. Any notes
sold by the underwriters to securities dealers may be sold at a discount from the original issue price of up to 0.15% of the principal amount of the notes. Any such securities dealers may resell any notes purchased from the underwriters to certain
other brokers or dealers at a discount from the original issue price of up to 0.10% of the principal amount of the notes. If all of the offered notes are not sold at the original issue price, the underwriters may change the offering price and the
other selling terms. The offering of the notes by the underwriters is subject to receipt and
acceptance and subject to the underwriters right to reject any order in whole or in part.
The underwriters intend to offer the notes for sale in the United States either directly or through affiliates or other dealers acting as selling agents. The underwriters may also offer the notes for sale outside
the United States either directly or through affiliates or other dealers acting as selling agents. This pricing supplement may be used by the underwriters and other dealers in connection with offers and sales of notes made in the United States, as
well as offers and sales in the United States of notes initially sold outside the United States. The notes have not been, and will not be, registered under the Securities Act of 1933 for the purpose of offers or sales outside the United States.
The notes are a new issue of securities with no established trading market. We have been advised by Goldman, Sachs & Co. that it
intends to make a market in the notes. Other affiliates of The Goldman Sachs Group, Inc. may also do so. Neither Goldman, Sachs & Co. nor any other affiliate, however, is obligated to do so and any of them may discontinue marketmaking at any
time without notice. No assurance can be given as to the liquidity or the trading market for the notes.
Please note that the
information about the original issue date, original issue price and net proceeds to The Goldman Sachs Group, Inc. on the front cover page relates only to the initial sale of the notes. If you have purchased a note in a market-making transaction
after the initial sale, information about the price and date of sale to you will be provided in a separate confirmation of sale.
It
is expected that delivery of the notes will be made against payment therefor on December 16, 2014, which is the third New York business day following December 11, 2014 (the trade date for the notes).
Each underwriter has represented and agreed that it will not offer or sell the notes in the United States or to United States persons
PS-4
except if such offers or sales are made by or through Financial Industry Regulatory Authority, Inc. member broker-dealers.
Each underwriter has represented and agreed that:
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it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (as amended) (the FSMA)) received by it in connection with the issue or sale of the notes in circumstances in which Section 21(1) of the
FSMA does not apply to The Goldman Sachs Group, Inc.; and |
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it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the notes in, from or otherwise
involving the United Kingdom. |
In relation to each Member State of the European Economic Area which has implemented
the Prospectus Directive (each, a Relevant Member State), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) an offer of
notes which are the subject of the offering contemplated by this pricing supplement in relation thereto may not be made to the public in that Relevant Member State except that, with effect from and including the Relevant Implementation Date, an
offer of such notes may be made to the public in that Relevant Member State:
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(a) |
at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive; |
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(b) |
at any time to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than
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qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the representative for any such offer; or |
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(c) |
at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive, |
provided that no such offer of notes referred to above shall require The Goldman Sachs Group, Inc. or the underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or
supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression
an offer of notes to the public in relation to any notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an
investor to decide to purchase or subscribe the notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression Prospectus Directive means Directive
2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression 2010 PD
Amending Directive means Directive 2010/73/EU.
The notes may not be offered or sold by means of any document other than
(i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to professional investors within the meaning of the Securities and
Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a prospectus within the meaning of the Companies Ordinance (Cap. 32,
Laws of Hong Kong), and no advertisement, invitation or document relating to the notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or
PS-5
elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with
respect to notes which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any
rules made thereunder.
This pricing supplement has not been registered as a prospectus with the Monetary Authority of Singapore.
Accordingly, this pricing supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be offered or sold, or be
made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of
Singapore (the SFA), (ii) to a relevant person pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA or
(iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a
corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited
investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, shares, debentures and units of shares and
debentures of that corporation or the beneficiaries rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the notes pursuant to an offer made
under Section 275 of the SFA except: (1) to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or
to any person pursuant to Section 275(1A) or an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in
that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, in accordance with the
conditions specified in Section 275 of the SFA; (2) where no consideration is or will be given for the transfer; (3) where the transfer is by operation of law or (4) pursuant to Section 276(7) of the SFA.
The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Law No. 25 of 1948,
as amended, the FIEL) and each underwriter has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person
resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the
registration requirements of, and otherwise in compliance with, the FIEL and any other applicable laws, regulations and ministerial guidelines of Japan.
The notes are not offered, sold or advertised, directly or indirectly, in, into or from Switzerland on the basis of a public offering and will not be listed on the SIX Swiss Exchange or any other offering or
regulated trading facility in Switzerland. Accordingly, neither this pricing supplement, the accompanying prospectus supplement nor any accompanying prospectus or other marketing material constitute a prospectus as defined in article 652a or article
1156 of the Swiss Code of Obligations or a listing prospectus as defined in article 32 of the Listing Rules of the SIX Swiss Exchange or any other regulated trading facility in Switzerland. Any resales of the notes by the underwriters thereof may
only be undertaken on a private basis to selected individual investors in compliance with Swiss law. This pricing supplement, the accompanying prospectus supplement and
PS-6
accompanying prospectus may not be copied, reproduced, distributed or passed on to others or otherwise made available in Switzerland without our prior written consent. By accepting this pricing
supplement, the accompanying prospectus supplement and accompanying prospectus or by subscribing to the notes, investors are deemed to have acknowledged and agreed to abide by these restrictions. Investors are advised to consult with their
financial, legal or tax advisers before investing in the notes.
The Goldman Sachs Group, Inc. estimates that its share of the total
offering expenses, excluding underwriting discounts and commissions paid to the underwriters, will be approximately $160,000.
The
Goldman Sachs Group, Inc. has agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933.
The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include
securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. Certain of the underwriters
and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for The Goldman Sachs Group, Inc. or its affiliates, for which they received or will
receive customary fees and expenses. Goldman, Sachs & Co. is an affiliate of The Goldman Sachs Group, Inc. Please see Plan of Distribution Conflicts of Interest on page 117 of the accompanying prospectus.
In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of
investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short
positions in such securities and instruments. Such investment and securities activities may involve securities and instruments of The Goldman Sachs Group, Inc.
PS-7
We have not authorized anyone to provide any information or to make any representations other than
those contained or incorporated by reference in this pricing supplement, the accompanying prospectus supplement or the accompanying prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other
information that others may provide. This pricing supplement, the accompanying prospectus supplement and the accompanying prospectus is an offer to sell only the notes offered hereby, but only under circumstances and in jurisdictions where it is
lawful to do so. The information contained in this pricing supplement, the accompanying prospectus supplement and the accompanying prospectus is current only as of the respective dates of such documents.
TABLE OF CONTENTS
Pricing Supplement
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Page |
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Supplemental Plan of Distribution |
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PS-4 |
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Prospectus Supplement dated September 15, 2014 |
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Use of Proceeds |
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S-2 |
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Description of Notes We May offer |
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S-3 |
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Considerations Relating to Indexed Notes |
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S-19 |
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United States Taxation |
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S-22 |
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Employee Retirement Income Security Act |
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S-23 |
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Supplemental Plan of Distribution |
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S-24 |
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Validity of the Notes |
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S-26 |
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Prospectus dated September 15, 2014 |
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Page |
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Available Information |
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2 |
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Prospectus Summary |
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4 |
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Use of Proceeds |
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8 |
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Description of Debt Securities We May Offer |
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9 |
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Description of Warrants We May Offer |
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39 |
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Description of Purchase Contract We May Offer |
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56 |
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Description of Units We May Offer |
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61 |
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Description of Preferred Stock We May Offer |
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67 |
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Description of Capital Stock of The Goldman Sachs Group, Inc. |
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75 |
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Legal Ownership and Book-Entry Issuance |
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80 |
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Considerations Relating to Floating Rate Debt Securities |
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85 |
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Considerations Relating to Indexed Securities |
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87 |
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Considerations Relating to Securities Denominated or Payable in or Linked to a Non-U.S. Dollar Currency |
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88 |
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United States Taxation |
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91 |
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Plan of Distribution |
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114 |
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Conflicts of Interest |
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117 |
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Employee Retirement Income Security Act |
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118 |
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Validity of the Securities |
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119 |
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Experts |
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119 |
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Review of Unaudited Condensed Consolidated Financial Statements by Independent Registered Public Accounting Firm |
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120 |
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Cautionary Statement Pursuant to the Private Securities Litigation Reform Act of 1995 |
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120 |
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$1,000,000,000
The Goldman Sachs
Group,
Inc.
Floating Rate Notes due 2017
Medium-Term Notes, Series D
Goldman, Sachs & Co.
Drexel Hamilton
Lebenthal
Capital Markets
Mischler Financial Group, Inc.
The Williams Capital Group, L.P.