Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-198735
Prospectus Supplement to
Prospectus dated December 22, 2015.
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$700,000,000*
The Goldman Sachs Group, Inc.
2.00% Notes due 2019
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The Goldman Sachs Group, Inc. will pay interest on the notes at a rate of 2.00% per annum on April 25 and October 25, of each year. The
first such payment will be made on October 25, 2016. The notes will mature on the stated maturity date, April 25, 2019. If The Goldman Sachs Group, Inc. becomes obligated to pay additional amounts to
non-U.S. investors
due to changes in U.S. withholding tax requirements, The Goldman Sachs Group, Inc. may redeem the notes before their stated maturity at a price equal to 100% of the principal amount
redeemed
plus
accrued interest to the redemption date.
Neither the Securities
and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a
criminal offense.
The notes have been registered under the Securities Act of 1933 solely for the purpose of sales in the United
States; they have not been and will not be registered for the purpose of any sales outside the United States.
The notes are not bank
deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
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Per Note
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Total
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Initial price to public
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99.921
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%
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$
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199,842,000
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Underwriting discount
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0.250
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%
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$
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500,000
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Proceeds, before expenses, to The Goldman Sachs Group, Inc.
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99.671
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%
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$
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199,342,000
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The information set forth in the table above relates to $200,000,000 principal amount of the notes being initially offered on the date of this
prospectus supplement, which we refer to as the reopened notes. The initial price to public above does not include accrued interest on the reopened notes from April 25, 2016. Such accrued interest to but excluding the date of delivery
must be paid by the purchaser.
* This prospectus supplement relates to $700,000,000 aggregate principal amount of the notes. $200,000,000 principal amount of the reopened notes is
being initially offered on the date of this prospectus supplement. The underwriter expects to deliver the reopened notes through the facilities of The Depository Trust Company against payment in New York, New York on June 1, 2016.
The remaining $500,000,000 principal amount of notes described in this prospectus supplement, which we refer to as the original notes,
was issued on April 25, 2016 at an original issue price of 99.722% per note, or $498,610,000 in total, at an underwriting discount of 0.250% per note, or $1,250,000 in total, and with proceeds, before expenses, to The Goldman Sachs Group, Inc. of
99.472% per note, or $497,360,000 in total.
The Goldman Sachs Group, Inc. may use this prospectus supplement and the accompanying
prospectus in the initial sale of the notes. In addition, Goldman, Sachs & Co. 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
notes after their initial sale, and unless they inform the purchaser otherwise in the confirmation of sale, this prospectus supplement and accompanying prospectus are being used by them in a market-making transaction.
Goldman, Sachs & Co.
Prospectus Supplement dated
May 26, 2016.
TABLE OF CONTENTS
Prospectus Supplement
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Page
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Specific Terms of the Notes
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S-3
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Employee Retirement Income Security Act
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S-6
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Validity of the Notes
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S-7
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Experts
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S-7
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Review of Unaudited Condensed Consolidated Financial Statements by Independent Registered Public Accounting
Firm
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S-7
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Underwriting
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S-8
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Conflicts of Interest
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S-11
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Prospectus dated December 22, 2015
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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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Risks Relating to Regulatory Resolution Strategies and Long-Term Debt Requirements
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8
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Use of Proceeds
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11
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Description of Debt Securities We May Offer
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12
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Description of Warrants We May Offer
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42
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Description of Purchase Contracts We May Offer
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59
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Description of Units We May Offer
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64
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Description of Preferred Stock We May Offer
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70
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Description of Capital Stock of The Goldman Sachs Group, Inc.
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78
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Legal Ownership and Book-Entry Issuance
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83
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Considerations Relating to Floating Rate Securities
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88
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Considerations Relating to Indexed Securities
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90
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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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91
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United States Taxation
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94
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Plan of Distribution
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118
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Conflicts of Interest
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121
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Employee Retirement Income Security Act
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122
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Validity of the Securities
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123
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Experts
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123
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Review of Unaudited Condensed Consolidated Financial Statements by Independent Registered Public Accounting Firm
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124
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Cautionary Statement Pursuant to the Private Securities Litigation Reform Act of 1995
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124
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We have not authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference in
this prospectus supplement, the accompanying prospectus or in any free writing prospectuses we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide. This
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 prospectus supplement and the
accompanying prospectus is current only as of the respective dates of such documents.
SPECIFIC TERMS OF THE NOTES
Please note that throughout 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 holders mean The Depository Trust Company (DTC) or its
nominee and not indirect owners who own beneficial interests in notes through participants in DTC. Please review the special considerations that apply to indirect owners in the accompanying prospectus, under Legal Ownership and Book-Entry
Issuance.
The reopened notes, together with the original notes that we issued on April 25, 2016, have identical terms
and, together, are a series of senior debt securities issued under our senior debt indenture dated as of July 16, 2008 between us and The Bank of New York Mellon, as trustee. This prospectus supplement summarizes specific financial and other
terms that will apply to the notes; terms that apply generally to all of our debt securities are described in Description of Debt Securities We May Offer in the accompanying prospectus dated December 22, 2015. The terms described here
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.
Terms of the Notes
The
specific terms of this series of notes we are offering will be as follows:
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Title of the notes:
2.00% Notes due 2019
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Issuer of the notes:
The Goldman Sachs Group, Inc.
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Total principal amount of the reopened notes:
$200,000,000
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Total aggregate principal amount of notes outstanding upon completion of this offering:
$700,000,000 (of this total, $500,000,000 was issued on April 25,
2016)
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Initial price to public:
99.921% of the principal amount of the reopened notes, plus accrued interest of $2.00000 per $1,000 note from April 25, 2016
(assuming delivery on June 1, 2016)
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Underwriting discount:
0.250% of the principal amount of the reopened notes
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Issue date:
June 1, 2016 (for the reopened notes), April 25, 2016 (for the original notes)
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Stated maturity:
April 25, 2019
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Interest rate:
2.00% per annum
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Date interest starts accruing:
April 25, 2016
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Due dates for interest:
Every April 25 and October 25
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First due date for interest:
October 25, 2016
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Regular record dates for interest:
For interest due on an interest payment date, the day immediately prior to the day on which the payment is to be
made (as such payment day may be adjusted under the applicable business day convention specified below)
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Day count convention:
30/360 (ISDA)
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Denomination:
$2,000 and integral multiples of $1,000 thereafter, subject to a minimum denomination of $2,000
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Business day convention:
Following unadjusted, as described in the accompanying prospectus under Description of Debt Securities We May
Offer Calculations of Interest on Debt Securities Business Day Conventions
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Defeasance:
The notes are subject to defeasance and covenant defeasance by us, as described in the accompanying prospectus under Description of
Debt Securities We May Offer Defeasance and Covenant Defeasance
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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.
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S-3
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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 as described in the accompanying prospectus under Description of Debt Securities We May Offer Redemption and Repayment Tax redemption. For
purposes of the first paragraph under Description of Debt Securities We May Offer Redemption and Repayment Tax redemption, the specified date (on or after which any such changes that may occur will give rise to our
redemption right) is April 20, 2016.
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Optional Redemption
:
In addition, we may redeem the notes at our option, in whole at any time or in part from time to time, on or after March 25,
2019, upon not less than 30 days nor more than 60 days prior written notice, at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest to but excluding the redemption date.
We will give the notice of redemption in the manner described under Description of Debt Securities We May Offer Notices in the accompanying prospectus.
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No other redemption:
We will not be permitted to redeem the notes before their stated maturity, except as described above. The notes will not be
entitled to the benefit of any sinking fund that is, we will not deposit money on a regular basis into any separate custodial account to repay your note.
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Repayment at option of holder:
None
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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.
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Additional Information About the Notes
Book-Entry System
We
will issue the notes as global notes registered in the name of DTC, or its nominee. The sale of the notes will settle in immediately available funds through DTC. You will not be permitted to withdraw the notes from DTC except in the limited
situations described in the accompanying prospectus under Legal Ownership and Book-Entry Issuance What Is a Global Security? Holders Option to Obtain a
Non-Global
Security;
Special Situations When a Global Security Will Be Terminated.
Investors may hold interests in a global note through organizations
that participate, directly or indirectly, in the DTC system. See Legal Ownership and Book-Entry Issuance in the accompanying prospectus for additional information about indirect ownership of interests in the notes.
Our Relationship With the Trustee
An affiliate of the trustee under our senior debt indenture acted as an underwriter in the offering of the original notes. For additional information, see Description of Debt Securities We May Offer
Our Relationship With the Trustee in the accompanying prospectus.
S-4
United States Federal Income Tax Consequences
Please refer to the discussion under United States Taxation in the accompanying prospectus for a description of the material U.S.
federal income tax consequences of ownership and disposition of the notes. The following supplements the discussion therein.
The
portion of the first interest payment on the reopened notes that is attributable to interest that accrued before the issuance of the reopened notes will not be treated as interest and will therefore not be includible in income.
S-5
EMPLOYEE RETIREMENT INCOME SECURITY ACT
This section is only relevant to you if you are an insurance company or the fiduciary of a pension plan or an
employee benefit plan (including a governmental plan, an IRA or a Keogh Plan) proposing to invest in the notes.
The
U.S. Employee Retirement Income Security Act of 1974, as amended (ERISA), and the U.S. Internal Revenue Code of 1986, as amended (the Code), prohibit certain transactions (prohibited transactions)
involving the assets of an employee benefit plan that is subject to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code (including individual retirement accounts, Keogh plans and other plans described in
Section 4975(e)(1) of the Code) (a Plan) and certain persons who are parties in interest (within the meaning of ERISA) or disqualified persons (within the meaning of the Code) with respect to the Plan;
governmental plans may be subject to similar prohibitions unless an exemption applies to the transaction. The assets of a Plan may include assets held in the general account of an insurance company that are deemed plan assets under ERISA
or assets of certain investment vehicles in which the Plan invests. Each of The Goldman Sachs Group, Inc. and certain of its affiliates may be considered a party in interest or a disqualified person with respect to many
Plans, and, accordingly, prohibited transactions may arise if the notes are acquired by or on behalf of a Plan unless those notes are acquired and held pursuant to an available exemption. In general, available exemptions are: transactions effected
on behalf of that Plan by a qualified professional asset manager (prohibited transaction
exemption 84-14)
or an
in-house
asset manager
(prohibited transaction exemption 96-23), transactions involving insurance company general accounts (prohibited transaction exemption 95-60), transactions involving insurance company pooled separate accounts (prohibited transaction
exemption 90-1),
transactions involving bank collective investment funds (prohibited transaction
exemption 91-38)
and transactions with service providers under
Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code where the Plan receives no less and pays no more than adequate consideration (within the meaning of Section 408(b)(17) of ERISA and Section 4975(f)(10)
of the Code). The person making the decision on behalf of a Plan or a governmental plan shall be deemed, on behalf of itself and the plan, by purchasing and holding the notes, or exercising any rights related thereto, to represent that (a) the
plan will receive no less and pay no more than adequate consideration (within the meaning of Section 408(b)(17) of ERISA and Section 4975(f)(10) of the Code) in connection with the purchase and holding of the notes,
(b) none of the purchase, holding or disposition of the notes or the exercise of any rights related to the notes will result in a
non-exempt
prohibited transaction under ERISA or the Code (or, with
respect to a governmental plan, under any similar applicable law or regulation), and (c) neither The Goldman Sachs Group, Inc. nor any of its affiliates is a fiduciary (within the meaning of Section 3(21) of ERISA (or any
regulations thereunder) or, with respect to a governmental plan, under any similar applicable law or regulation) with respect to the purchaser or holder in connection with such persons acquisition, disposition or holding of the notes, or as a
result of any exercise by The Goldman Sachs Group, Inc. or any of its affiliates of any rights in connection with the notes, and no advice provided by The Goldman Sachs Group, Inc. or any of its affiliates has formed a primary basis for any
investment decision by or on behalf of such purchaser or holder in connection with the notes and the transactions contemplated with respect to the notes.
If you are an insurance company or the fiduciary of a pension plan or an employee benefit plan (including a
governmental plan, an IRA or a Keogh plan) and propose to invest in the notes described in this prospectus supplement and accompanying prospectus, you should consult your legal counsel.
S-6
VALIDITY OF THE NOTES
The validity of the notes will be passed upon for the underwriter by Sullivan & Cromwell LLP, New York, New York. Sullivan &
Cromwell LLP has in the past represented and continues to represent The Goldman Sachs Group, Inc. on a regular basis and in a variety of matters, including offerings of our common stock, preferred stock and debt securities. Sullivan &
Cromwell LLP also performed services for The Goldman Sachs Group, Inc. in connection with the offering of the notes described in this prospectus supplement.
EXPERTS
The financial statements of The Goldman Sachs Group,
Inc. incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K for the fiscal year ended December 31, 2015 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent
registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
The historical income
statement data, balance sheet data and common share data set forth in Selected Financial Data as of or for the years ended December 31, 2015, 2014, 2013, 2012 and 2011 incorporated by reference in this prospectus supplement have
been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
REVIEW OF UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
With respect to the unaudited condensed consolidated financial statements of The Goldman Sachs Group, Inc. for the three month periods ended March 31, 2016 and 2015, incorporated herein by reference to the
Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their report dated
May 5, 2016, incorporated by reference in this prospectus supplement, states that they did not audit and they do not express an opinion on that unaudited condensed consolidated financial information. Accordingly, the degree of reliance on their
report on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their report on
the unaudited condensed consolidated financial statements because that report is not a report or a part of the registration statements prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and
11 of the Securities Act of 1933.
S-7
UNDERWRITING
We and the underwriter named below have entered into an underwriting agreement with respect to $200,000,000 principal amount of the reopened notes.
Subject to certain conditions, the underwriter named below has agreed to purchase the principal amount of reopened notes indicated in the following table:
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Underwriter
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Principal Amount
of Reopened Notes
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Goldman, Sachs & Co.
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$
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200,000,000
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Total
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$
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200,000,000
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The underwriter is committed to take and pay for all of the reopened notes being offered, if any are taken.
The following table shows the per note and total underwriting discounts and commissions to be paid to the underwriter by us for the
reopened notes.
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Per $1,000 note
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$
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2.50
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Total
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$
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500,000
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The reopened notes sold by the underwriter to the public will initially be offered at the initial price to public
set forth on the cover of this prospectus supplement. Any reopened notes sold by the underwriter to securities dealers may be sold at a discount from the initial price to public of up to 0.150% of the principal amount of the reopened notes. Any such
securities dealers may resell any reopened notes purchased from the underwriter to certain other brokers or dealers at a discount from the initial price to public of up to 0.100% of the principal amount of the reopened notes. If all the reopened
notes are not sold at the initial price to public, the underwriter may change the initial price to public and the other selling terms. The offering of the reopened notes by the underwriter is subject to its receipt and acceptance of the reopened
notes and subject to its right to reject any order in whole or in part.
The underwriter intends to offer the reopened notes for sale in
the United States either directly or through affiliates or other dealers acting as selling agents. The underwriter may also offer the reopened notes for sale outside the United States either directly or through affiliates or other dealers acting as
selling agents. This prospectus supplement may be used by the underwriter and other dealers in connection with offers and sales of notes made in the United States, including 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 reopened notes are a new issue of securities with no established trading market. We have been advised by Goldman, Sachs & Co. and Goldman Sachs International that they intend to make a market in the
notes. Other affiliates of The Goldman Sachs Group, Inc. may also do so. Neither Goldman, Sachs & Co. or Goldman Sachs International nor any other affiliate, however, is obligated to do so and any of them may discontinue market-making 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 price to public and net proceeds to The Goldman Sachs Group, Inc. on the front cover page relates only to the initial sale of the reopened 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.
The underwriter has represented and agreed that it will not offer or sell the notes in the United States or to United States persons except if such offers or sales are made by or through Financial Industry
Regulatory Authority, Inc. (FINRA) member broker-dealers, as permitted by FINRA regulations.
S-8
The underwriter has represented and agreed that:
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(a)
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in relation to any notes that have a maturity of less than one year (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not offer or sell any notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the
notes would otherwise constitute a contravention of Section 19 of the Financial Services and Markets Act 2000 (the FSMA) by us;
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(b)
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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 FSMA) received by it in connection with the issue or sale of such notes in circumstances in which Section 21(1) of the FSMA does not apply to us; and
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(c)
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it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the notes in, from or otherwise involving the United
Kingdom.
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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 prospectus 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)
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at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;
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b)
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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
qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or
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c)
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at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,
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provided
that no such offer of notes referred to above shall require the Issuer or any Dealer to publish a prospectus pursuant to Article 3 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.
This prospectus supplement does not constitute a prospectus (as defined in section 2(1) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong)) (the Companies (Winding Up and Miscellaneous Provisions) Ordinance), nor is it an advertisement, invitation or document containing an advertisement or invitation falling within
the meaning of section 103 of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the Securities and Futures Ordinance). The notes (except for notes which are a structured product as defined in the
Securities and Futures Ordinance) may not be offered or sold in Hong Kong by means of
S-9
any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance or which do not
constitute an invitation to the public within the meaning of the Securities and Futures Ordinance, or (ii) to professional investors as defined in the Securities and Futures Ordinance and any rules made thereunder, or (iii) in other
circumstances which do not result in the document being a prospectus as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no advertisement, invitation or document relating to the notes may be issued or may
be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so
under the securities laws of Hong Kong) other than with respect to notes which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors in Hong Kong as defined in the Securities and
Futures Ordinance and any rules made thereunder. This prospectus supplement is for distribution in Hong Kong only to professional investors as defined in the Securities and Futures Ordinance and any rules made thereunder.
This prospectus supplement and the accompanying prospectus have not been registered as a prospectus with the Monetary Authority of Singapore.
Accordingly, this prospectus supplement, the accompanying prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the
notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and
Futures Act, Chapter 289 of Singapore (the SFA)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the
SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the
SFA.
Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not
an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as
defined in Section 239(1) of the SFA) of that corporation shall not be transferred except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer
arises from an offer in that corporations securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32
of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (Regulation 32).
Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an
accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries rights and interest (howsoever described) in that trust shall not be transferable for six months
after that trust has acquired the notes under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA, (2) where such transfer arises from an offer
that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities
or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.
The securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended),
or the FIEA. The securities may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan)
or
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to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the
FIEA and otherwise in compliance with any relevant laws and regulations of Japan.
The notes are not offered, sold or advertised,
directly or indirectly, in, into or from Switzerland on the basis of a public offering and will not be listed on the SIX Swiss Exchange or any other offering or regulated trading facility in Switzerland. Accordingly, neither this 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 underwriter thereof may only be undertaken on a private basis to selected individual investors in compliance with Swiss law. This
prospectus supplement and 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 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.
With respect to sales of the notes in Canada, the notes
may be sold only to purchasers purchasing, or deemed to be
purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the notes in Canada
must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of
applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies
for rescission or damages if this prospectus supplement
(including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit
prescribed by the securities legislation of the purchasers province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchasers province or territory for particulars of these
rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the
underwriter is not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
The Goldman Sachs Group, Inc. estimates that its share of the total offering expenses, excluding underwriting discounts and commissions, will be approximately $50,000.
The Goldman Sachs Group, Inc. has agreed to indemnify the underwriter against certain liabilities, including liabilities under the Securities Act of
1933.
Conflicts of Interest
The underwriter and its affiliates are full service financial institutions engaged in various activities, which may include securities trading,
commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The underwriter and its 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. and, as such, has a conflict of interest in this offering of
the notes within the meaning of FINRA Rule 5121. Consequently, this offering is being conducted in compliance with the provisions of Rule 5121. Goldman, Sachs & Co. is not permitted to sell securities in this offering to an account over which it
exercises discretionary authority without the prior specific written approval of the account holder.
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In the ordinary course of their various business activities, the underwriter and its 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 such
investment and securities activities may involve securities and/or instruments of the issuer. The underwriter and its affiliates may also make investment recommendations and/or publish or express independent research views in respect of such
securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments. Such investment and securities activities may involve securities and instruments of The
Goldman Sachs Group, Inc.
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$700,000,000
The Goldman Sachs Group, Inc.
2.00% Notes due 2019
Goldman, Sachs & Co.
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