Bond Goldman & Sachs 4.387% ( US38141GZT48 ) in USD

Goldman & Sachs

99.959 % ▲

United States

US38141GZT48 ( in USD )

4.387% per year ( payment 2 times a year)

15/06/2027

Prospectus brochure of the bond Goldman Sachs US38141GZT48 en USD 4.387%, maturity 15/06/2027

1 000 USD

700 000 000 USD

38141GZT4

BBB+ ( Lower medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

15/12/2025 ( In 42 days )

Goldman Sachs is a leading global investment banking, securities, and investment management firm that provides a wide range of financial services to corporations, governments, and high-net-worth individuals.

Goldman Sachs issued a USD 700,000,000 bond (ISIN: US38141GZT48, CUSIP: 38141GZT4) maturing June 15, 2027, currently trading at 99.42% with a 4.387% coupon rate, paying semi-annually, minimum purchase 1000, rated BBB+ by S&P and A2 by Moody's.

Table of Contents
File Pursuant to Rule 424(B)(2)
Registration Statement No. 333-253421

Prospectus Supplement to Prospectus dated March 22, 2021.
$700,000,000

The Goldman Sachs Group, Inc.

4.387% Fixed/Floating Rate Notes due 2027

The Goldman Sachs Group, Inc. wil pay interest on the notes to but excluding June 15, 2026 (the "Fixed Rate Period"), at a fixed rate
per annum of 4.387%, payable semi-annual y on June 15 and December 15 of each year, commencing on December 15, 2022. From and
including June 15, 2026 to but excluding June 15, 2027 (the "Floating Rate Period"), the notes wil bear interest at a rate per annum of
Compounded SOFR, as described herein, plus 1.510%, to be payable quarterly on March 15, June 15, September 15 and December 15 of each
year, beginning September 15, 2026 until June 15, 2027. The notes wil mature on the stated maturity date, June 15, 2027, and interest for the
final period wil accrue to and be paid on such maturity date.
As described under "Use of Proceeds" in this prospectus supplement, we intend to al ocate an amount equal to the net proceeds from
this offering of notes to finance or refinance projects and assets that respond to critical environmental, social and/or sustainability issues,
including those related to climate transition and inclusive growth, as defined by our eligibility criteria.
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. In addition, The Goldman Sachs Group, Inc. may redeem the
notes (i) on or after December 15, 2022, and to, but excluding, June 15, 2026, at the greater of par or a "make-whole" price calculated as
described herein, and (i ) on June 15, 2026 or on or after May 15, 2027, at par, in each case plus accrued and unpaid interest. See "Specific
Terms of the Notes -- Terms of the Notes -- Optional Redemption -- Make-Whole to First Par Cal Date" and "Specific Terms of the Notes --
Terms of the Notes -- Optional Redemption -- Par Cal " below.

Investing in the notes involves risks. See "Additional Considerations Relating to the Notes" beginning on page S-7.
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.

Per Note
Total

Initial price to public

100%
$700,000,000
Underwriting discount
0.350%
$ 2,450,000
Proceeds, before expenses, to The Goldman Sachs Group, Inc.
99.650%
$697,550,000

The initial price to public set forth above does not include accrued interest, if any. Interest on the notes wil accrue from June 13, 2022
and must be paid by the purchaser if the notes are delivered after June 13, 2022.

The underwriters expect to deliver the notes through the facilities of The Depository Trust Company against payment in New York, New
York on June 13, 2022.
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. 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 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. LLC
Academy Securities

R. Seelaus & Co., LLC
Ramirez & Co., Inc.

Siebert Wil iams Shank
AmeriVet Securities

Bancroft Capital
CastleOak Securities, L.P.

Drexel Hamilton
Great Pacific Securities

Loop Capital Markets
Mischler Financial Group, Inc.

Multi-Bank Securities, Inc.
Stern

Tigress Financial Partners

Prospectus Supplement dated June 6, 2022.

Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
Specific Terms of the Notes
S-3
Employee Retirement Income Security Act
S-12
Validity of the Notes
S-13
Independent Registered Public Accounting Firm
S-13
Underwriting
S-14
Conflicts of Interest
S-18
Prospectus dated March 22, 2021
Available Information
2
Prospectus Summary
4
Risks Relating to Regulatory Resolution Strategies and Long-Term Debt Requirements
8
Use of Proceeds
13
Description of Debt Securities We May Offer
14
Description of Warrants We May Offer
65
Description of Purchase Contracts We May Offer
82
Description of Units We May Offer
87
Description of Preferred Stock We May Offer
93
Description of Capital Stock of The Goldman Sachs Group, Inc.
101
Legal Ownership and Book-Entry Issuance
106
Considerations Relating to Floating Rate Securities
112
Considerations Relating to Indexed Securities
115
Considerations Relating to Securities Denominated or Payable in or Linked to a Non-U.S. Dol ar Currency
116
United States Taxation
119
Plan of Distribution
140
Conflicts of Interest
143
Employee Retirement Income Security Act
144
Validity of the Securities
145
Independent Registered Public Accounting Firm
146
Cautionary Statement Pursuant to the Private Securities Litigation Reform Act of 1995
146

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 sel
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.

Table of Contents
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 notes wil be a series of senior debt securities issued under our senior debt indenture dated as of July 16, 2008, as
amended by the Fourth Supplemental Indenture dated December 31, 2016, and as it may be further amended or
supplemented from time to time, between us and The Bank of New York Mel on, as trustee. This prospectus supplement
summarizes specific financial and other terms that wil apply to the notes; terms that apply general y to al of our debt
securities are described in "Description of Debt Securities We May Offer" in the accompanying prospectus dated March 22,
2021. 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 control ing.
Terms of the Notes
The specific terms of the notes we are offering wil be as fol ows:

· Title of the notes: 4.387% Fixed/Floating Rate Notes due 2027

· Issuer of the notes: The Goldman Sachs Group, Inc.

· Total principal amount being issued: $700,000,000

· Initial price to public: 100% of the principal amount of the notes

· Underwriting discount: 0.350% of the principal amount of the notes

· Issue date: June 13, 2022

· Stated maturity: June 15, 2027

· Interest rate:

· During the Fixed Rate Period (June 13, 2022 to but excluding June 15, 2026): 4.387%

· During the Floating Rate Period (June 15, 2026 to but excluding June 15, 2027): Base rate plus the spread of
1.510% per annum

· Date interest starts accruing: June 13, 2022

· Calculation of interest rate during Floating Rate Period:

· Base rate: Compounded SOFR. The base rate is a rate of return of a daily compounded interest investment

calculated in accordance with the formula set forth below, with the resulting percentage being rounded, if
necessary, to the nearest one hundred-thousandth of a percentage point (0.00000005 being rounded upwards):

where for purposes of applying the above formula to the terms of the notes:
"d0", for any observation period, is the number of U.S. Government Securities Business Days in the relevant
observation period;

S-3

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"i" is a series of whole numbers from one to d0, each representing the relevant U.S. Government Securities
Business Day in chronological order from, and including, the first U.S. Government Securities Business Day in
the relevant observation period;
"SOFRi", for any day "i" in the relevant observation period, is equal to the Secured Overnight Financing Rate
("SOFR") in respect of that day;
"ni", for day "i" in the relevant observation period, is the number of calendar days from, and including, such U.S.
Government Securities Business Day "i" up to, but excluding, the fol owing U.S. Government Securities Business
Day; and
"d" is the number of calendar days in the relevant observation period.

· Observation period: In respect of each interest period in the Floating Rate Period, the period from, and

including, the date two U.S. Government Securities Business Days preceding the first date in such interest
period to, but excluding, the date two U.S. Government Securities Business Days preceding the interest
payment date for such interest period.

· U.S. Government Securities Business Day: Any day other than a Saturday, a Sunday or a day on which the

Securities Industry and Financial Markets Association recommends that the fixed income departments of its
members be closed for the entire day for purposes of trading in U.S. government securities.

· Discontinuance of SOFR: In certain circumstances, an alternate benchmark may replace Compounded SOFR

for al purposes relating to the notes. See "-- Determination of Interest Rate During the Floating Rate Period"
below.

· Minimum or maximum rate: Minimum interest rate of 0% per annum.

· Interest periods: Quarterly; the initial interest period in the Floating Rate Period for the notes is the period
from and including June 15, 2026 to, but excluding, September 15, 2026, and the subsequent interest periods

wil be the periods from and including an interest payment date, to, but excluding, the next interest payment
date (or, in the case of the final interest period, the stated maturity date or, if we elect to redeem any notes,
the redemption date for such notes).

· Interest determination date: The date two U.S. Government Securities Business Days before each interest

payment date during the Floating Rate Period (or, in the case of the final interest period of the notes, the stated
maturity date of the notes or, if we elect to redeem in part or in ful the notes, the redemption date for such
notes).

· Calculation Agent: Goldman Sachs & Co. LLC

· Interest payment dates:

· During the Fixed Rate Period: Every June 15 and December 15, beginning on December 15, 2022 and ending on
June 15, 2026.

· During the Floating Rate Period: Every March 15, June 15, September 15, and December 15, beginning on
September 15, 2026 and ending on the stated maturity date for the notes.

· 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).

· Day count convention: When calculating interest for the Fixed Rate Period, the day count convention is

30/360 (ISDA), and when calculating interest for the Floating Rate Period, the day count convention is
Actual/360 (ISDA), both as further discussed below under "-- Additional Information About the Notes -- Day
Count Convention".

S-4

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If a redemption date fal s on a date other than a scheduled interest payment date, the redemption date wil be
treated as an interest payment date for purposes of these definitions.

· Denomination: $1,000 and integral multiples of $1,000 thereafter, subject to a minimum denomination of $1,000.

· Business day:

· During the Fixed Rate Period: New York City banking day.

· During the Floating Rate Period: A day that is both a New York City banking day and a U.S. Government
Securities Business Day.

· Business day convention:

· During the Fixed Rate Period: Fol owing unadjusted, as described in the accompanying prospectus under

"Description of Debt Securities We May Offer -- Calculations of Interest on Debt Securities -- Business Day
Conventions".

· During the Floating Rate Period: Modified fol owing, as described in the accompanying prospectus under

"Description of Debt Securities We May Offer -- Calculations of Interest on Debt Securities -- Business Day
Conventions." Notwithstanding the foregoing, the initial interest period in the Floating Rate Period shal begin
on June 15, 2026, regardless of whether such day is a business day.

· 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".

· 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 wil 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 wil 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 wil give rise to our redemption right) is June 6, 2022.

· Optional Redemption -- Make Whole to First Par Cal Date: On or after December 15, 2022 (or, if any
additional notes are issued after June 13, 2022, beginning six months after the last issue date for such additional
notes), and to, but excluding, June 15, 2026, we may redeem the notes at our option, in whole at any time or in part
from time to time, upon not less than 5 business days' nor more than 60 calendar days' prior written notice, at a
redemption price equal to the greater of (1) 100% of the principal amount of the notes to be redeemed or (2) as

determined by the quotation agent described below, the sum of the present values of the remaining scheduled
payments of principal and interest to maturity on the notes to be redeemed, assuming for this purpose that the
notes would mature on June 15, 2026 (rather than the stated maturity date), not including any portion of these
payments of interest accrued as of the date on which the notes are to be redeemed, discounted to the date on which
the notes are to be redeemed on a semi-annual basis (applying the 30/360 (ISDA) day count convention described
below), at the treasury rate (as described under "-- Additional Information About the Notes -- Make-Whole
Redemption" below) plus 25 basis points plus accrued and unpaid interest to but excluding the redemption date.

S-5

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We wil give the notice of redemption in the manner described under "Description of Debt Securities We May Offer
--Notices" in the accompanying prospectus.

· Optional Redemption -- Par Cal : In addition, at our option, we may redeem the notes on June 15, 2026 or on or

after May 15, 2027, in whole, but not in part, upon not less than 5 business days' nor more than 60 calendar 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 wil give the notice of redemption in the manner described under "Description of Debt Securities We May Offer --
Notices" in the accompanying prospectus.

· No other redemption: We wil not be permitted to redeem the notes before their stated maturity, except as

described above. The notes wil not be entitled to the benefit of any sinking fund -- that is, we wil not deposit
money on a regular basis into any separate custodial account to repay your note.

· Repayment at option of holder: None

· CUSIP No.: 38141GZT4

· ISIN No.: US38141GZT48

· 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.
Determination of Interest Rate During the Floating Rate Period
Your notes wil bear interest for each interest period in the Floating Rate Period at a per annum rate equal to
Compounded SOFR plus the applicable spread, subject to the terms described above in "Specific Terms of the Notes -- Terms
of the Notes". Compounded SOFR wil be determined by the calculation agent using the formula described above in "--
Terms of the Notes." SOFR wil be determined by the calculation agent in the fol owing manner:

· "SOFR" means, with respect to any date:

· (1) the Secured Overnight Financing Rate published for such date as such rate appears on the Federal Reserve

Bank of New York's Website at 3:00 p.m. (New York time) on the immediately fol owing U.S. Government
Securities Business Day.

· (2) if the rate specified in (1) above does not so appear, the Secured Overnight Financing Rate as published in

respect of the first preceding U.S. Government Securities Business Day for which the Secured Overnight
Financing Rate was published on the Federal Reserve Bank of New York's Website.
Notwithstanding the foregoing, if the calculation agent determines that a benchmark transition event and its related
benchmark replacement date have occurred prior to the interest determination date in respect of any interest payment date,
the benchmark replacement wil replace the then-current benchmark for al purposes relating to the notes in respect of such
determination on such date and al determinations on al subsequent dates, as further described in the section entitled
"Description of Debt Securities We May Offer -- Calculations of Interest on Debt Securities -- Floating Rate Debt Securities --
SOFR" in the accompanying prospectus.
In connection with the implementation of a benchmark replacement, the calculation agent wil have the right to make
benchmark replacement conforming changes from time to time, as described in the section entitled "Description of Debt
Securities We May Offer -- Calculations of Interest on Debt Securities -- Floating Rate Debt Securities -- SOFR" in the
accompanying prospectus.

S-6

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Any determination, decision or election that may be made by the calculation agent pursuant to the provisions
described in this "-- Determination of Interest Rate During the Floating Rate Period", including any determination with
respect to a rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to
take or refrain from taking any action or any selection, wil be conclusive and binding absent manifest error, may be made in
the calculation agent's sole discretion, and, notwithstanding anything to the contrary in the documentation relating to the
notes, shal become effective without consent from any other party.
The calculation agent's determination of any interest rate, and its calculation of the amount of interest for any
observation period or interest period in the Floating Rate Period wil be on file at our principal offices and wil be made
available to any noteholder upon request.
Additional Considerations Relating to the Notes
Certain risks related to the interest rate on the notes being based on SOFR.
Please refer to the discussion under "Considerations Relating to Floating Rate Securities -- Certain Risks Related to
SOFR" in the accompanying prospectus for a description of the considerations relating to SOFR.
The use of proceeds of the notes may not be suitable for al investors and may not meet investor
expectations.
We intend to apply an amount equal to the net proceeds from this offering to Eligible Investments as described under
"-- Use of Proceeds". The cash proceeds from this offering wil not be segregated from our other funds, and we are under no
obligation to use the specific cash proceeds from this offering to finance or refinance Eligible Investments. Furthermore, we
have significant flexibility in al ocating the net proceeds from the notes, including determining in our discretion what
constitutes an Eligible Investment, whether to apply proceeds against new Eligible Investments or those already made by us
before the issue date, and whether to re-al ocate net proceeds away from Eligible Investments when such investments
mature or are divested.
No assurances can be provided by us or any underwriter that the use of proceeds from the notes, nor the expected or
actual sustainable impact of such investments wil satisfy any present or future investor expectations or requirements
regarding sustainability performance. Furthermore, no assurance is given that the notes wil satisfy, in whole or in part, any
present or future taxonomies, standards and/or other regulatory or index inclusion criteria or voluntary guidelines with which
such investor or its investments may be expected to comply.
No assurance or representation is given as to the suitability or reliability for any purpose whatsoever of any opinion or
certification (whether or not solicited by us) made available in connection with the notes. No such opinion or certification is,
nor should it be deemed to be, a recommendation by us, any underwriter or any other person to buy, sel or hold the notes.
No such opinion or certification is, nor shal it be deemed to be, incorporated into this prospectus supplement or the
accompanying prospectus.
Any failure in applying an amount equal to the net proceeds from the notes to Eligible Investments, failure of those
Eligible Investments to achieve the expected outcomes, and/or change or withdrawal of any third party certification or
opinion may have a material adverse effect on the value of the notes and/or result in adverse consequences for certain
investors with portfolio mandates to invest in securities identified as sustainable. In addition, other investments we make or
other aspects of our business may be criticized by activist groups or other stakeholders focused on sustainability issues,
which could have a negative effect on the value of the notes.

S-7

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Delay or failure to al ocate or manage the proceeds from the notes or to meet the reporting schedule as described
under "-- Use of Proceeds" shal not constitute an event of default under the notes.
Use of Proceeds
We intend to al ocate an amount equal to the net proceeds from the notes to finance or refinance projects and assets
that respond to critical environmental, social and/or sustainability issues, including those related to climate transition and
inclusive growth, as defined by our eligibility criteria and described further below.
Our eligibility criteria are aligned with the four common core components of the International Capital Market
Association's ("ICMA") Green Bond Principles 2018, Social Bond Principles 2020 and Sustainability Bond Guidelines 2018
(together, the "ICMA Principles"), which are (1) use of proceeds, (2) process for project evaluation and selection,
(3) management of proceeds and (4) reporting. We have worked with an outside consultant with recognized expertise in
environmental, social and governance research and analysis to (i) assess our eligibility criteria and processes for alignment
with the ICMA Principles, and (i ) obtain and make publicly available a second party opinion from such consultant in respect
of compliance with such criteria.
Information contained on our website or the website of our second party opinion provider is not and should not be
deemed a part of this prospectus supplement, the accompanying prospectus or any other report or filing filed with the SEC.
Eligibility Criteria
We intend to al ocate an amount equal to the net proceeds from the notes to loans and investments in projects and
assets which meet our eligibility criteria and are included in one or more of the categories specified below ("Eligible
Investments"). We have established a Sustainable Asset Working Group which wil review and select Eligible Investments.
Categories of investments that support the natural environment and help address climate transition may include:
clean energy, sustainable transport, sustainable food and agriculture, waste and materials and ecosystem services.
Categories of investments that provide clear social benefits and help build more inclusive and strengthened
communities may include: accessible and innovative healthcare, financial inclusion, accessible and affordable education
and/or communities. These investments wil focus especial y but not exclusively on target populations which may include
low and moderate income individuals, vulnerable, excluded and / or marginalized populations, unemployed /
underemployed, underserved/underbanked micro, smal and medium size businesses and/or businesses owned, managed or
control ed by vulnerable, excluded and / or marginalized populations.
Note net proceeds may be al ocated across a combination of both environmental y and social y-focused Eligible
Investments. No assurances can be made that the net proceeds of the notes wil be al ocated to fund any such specified
categories, projects or assets. Eligible Investments by any of our subsidiaries are eligible for inclusion in the al ocation of
note net proceeds. Net proceeds of the notes may also be al ocated to Eligible Investments made up to one year prior to the
issue date of the notes.
Management of Proceeds
We intend to track and manage an amount equivalent to the net proceeds of the notes via a separate internal ledger.
Any portion of net proceeds unal ocated against Eligible Investments wil be

S-8

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al ocated against highly liquid instruments, such as (i) U.S. government and agency obligations, (i ) certain non-US
government obligations and (i i) U.S. and non-US dol ar deposits until such amount can be al ocated against Eligible
Investments.
Reporting
We wil publish reports on an annual basis and the information wil be updated annual y until the net proceeds of the
notes are ful y al ocated to Eligible Investments and as promptly as practicable in case of any material changes in the net
proceeds al ocation thereafter. Each report wil include a brief description of categories of Eligible Investments to which net
proceeds have been al ocated, the total amount of net proceeds al ocated to such Eligible Investments and the total amount
of unal ocated net proceeds (if any), and, to the extent feasible, the expected and realized environmental and/or social
impact of the al ocated Eligible Investments. Information about the al ocation and impact of projects and assets may be
presented on an aggregated basis due to applicable confidentiality obligations and the large number of Eligible Investments
that may be al ocated note net proceeds.
We wil engage an independent auditor to provide external assurance of our al ocation of net proceeds on an annual
basis until the proceeds of the notes are ful y al ocated to Eligible Investments. The auditor's responsibilities wil include
assurance that Eligible Investments have been appropriately identified and verification that the al ocation of funds from the
note net proceeds conforms with the ICMA Principles.
Additional Information About the Notes
Make-Whole Redemption
For purposes of the "make-whole" redemption provision described under "Make-Whole Redemption" above, the
"treasury rate" wil be:

·
the average of the yields for the five business days prior to the date of calculation, appearing in the most
recently published statistical release appearing on the website of the Board of Governors of the Federal
Reserve System or in another recognized electronic source, in each case as determined by the quotation
agent in its sole discretion, and which establishes yields on actively traded U.S. Treasury securities adjusted

to constant maturity, for the maturity most closely corresponding to the remaining term of the notes to be
redeemed, assuming for this purpose that the notes would mature on June 15, 2026 (rather than the stated
maturity date), or if no maturity is within three months before or after this time period, yields for the two
published maturities most closely corresponding to this time period wil be determined and the treasury rate
wil be interpolated or extrapolated from those yields on a straight-line basis, rounding to the nearest month;
or

·
if the release or any successor release is not published during the five business days preceding the calculation
date or does not contain such yields, the annual rate equal to the semi-annual equivalent yield to maturity of

the comparable treasury issue (as described below), calculated using a price for the comparable treasury
issue, expressed as a percentage of its principal amount, equal to the comparable treasury price (as described
below) for the redemption date.
The treasury rate wil be calculated on the third business day preceding the redemption date.
We wil initial y appoint Goldman Sachs & Co. LLC or its successor to act as our quotation agent. However, if Goldman
Sachs & Co. LLC ceases to be a primary U.S. government securities dealer in New York City, we wil appoint another primary
U.S. government securities dealer as our quotation agent.

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The "comparable treasury issue," with respect to any redemption date, means the United States Treasury security
selected by the quotation agent as being the most recently issued United States Treasury note or bond as displayed by
Bloomberg L.P. (or any successor service) on screens PX1 through PX8 (or any other screens as may replace such screens on
such service) that has a remaining term comparable to the remaining term of the notes to be redeemed, assuming for this
purpose that the notes would mature on June 15, 2026 (rather than the stated maturity date).
The "comparable treasury price", with respect to any redemption date, wil be (1) the average of five reference
treasury dealer quotations (as described below) for such redemption date, after excluding the highest and lowest of such
reference treasury dealer quotations, or (2) if the quotation agent obtains fewer than five such reference treasury dealer
quotations, the average of al such quotations.
The "reference treasury dealer quotations" means, with respect to each reference treasury dealer (as described below)
and any redemption date, the average, as determined by the quotation agent, of the bid and ask prices for the comparable
treasury issue, expressed in each case as a percentage of its principal amount, quoted in writing to the quotation agent by
such reference treasury dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.
The "reference treasury dealer" wil be (1) the quotation agent or (2) any other primary U.S. government securities
dealer selected by the quotation agent after consultation with us.
Day Count Convention
As further described under "Description of Debt Securities We May Offer--Calculations of Interest on Debt Securities --
Interest Rates and Interest" in the accompanying prospectus, for each interest period the amount of accrued interest wil be
calculated by multiplying the principal amount of the note by an accrued interest factor for the interest period for such note.
The accrued interest factor wil be determined by multiplying the per annum interest rate by a factor resulting from the
specified day count convention.
The day count convention during the Fixed Rate Period is 30/360 (ISDA), and the factor is the number of days in the
interest period in respect of which payment is being made divided by 360, calculated on a formula basis as fol ows, as
described in Section 4.16(f) of the 2006 ISDA Definitions published by the International Swaps and Derivatives Association,
without regard to any subsequent amendments or supplements:

Day Count Fraction =
[360 × (Y2 Y1)] + [30 × (M2 M1)] + (D2 D1)

360
where:
"Y1" is the year, expressed as a number, in which the first day of the interest period fal s;
"Y2" is the year, expressed as a number, in which the day immediately fol owing the last day included in the interest period
fal s;
"M1" is the calendar month, expressed as a number, in which the first day of the interest period fal s;
"M2" is the calendar month, expressed as a number, in which the day immediately fol owing the last day included in the
interest period fal s;
"D1" is the first calendar day, expressed as a number, of the interest period, unless such number would be 31, in which case
D1 wil be 30; and

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