Bond Goldman & Sachs 4% ( US38147QM527 ) in USD

Goldman & Sachs

100.057 % ⇌

United States

US38147QM527 ( in USD )

4% per year ( payment 2 times a year)

21/11/2034

Prospectus brochure of the bond Goldman Sachs US38147QM527 en USD 4%, maturity 21/11/2034

1 000 USD

38147QM52

BBB+ ( Lower medium grade - Investment-grade )

N/A

21/11/2025 ( In 18 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-denominated bond (ISIN: US38147QM527, CUSIP: 38147QM52) with a 4% coupon rate, a minimum purchase amount of 1000, maturing on November 21, 2034, paying semi-annually, currently trading at 100.057% and rated BBB+ by Standard & Poor's.

Pricing Supplement No. 3285 dated November 18, 2014
424B2 1 d824801d424b2.htm PRICING SUPPLEMENT NO. 3285 DATED NOVEMBER 18, 2014
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-198735

$5,000,000

T he Goldm a n Sa c hs Group, I nc .
Callable Step-Up Fixed Rate Notes due 2034

We will pay you interest semi-annually on your notes at a rate of 4.00% per annum from and including November 21, 2014 to
but excluding November 21, 2024. We will pay you interest semi-annually on your notes at a rate of 4.25% per annum from and
including November 21, 2024 to but excluding November 21, 2029. We will pay you interest semi-annually on your notes at a rate of
4.50% per annum from and including November 21, 2029 to but excluding November 21, 2032. We will pay you interest semi-
annually on your notes at a rate of 5.00% per annum from and including November 21, 2032 to but excluding November 21, 2033.
We will pay you interest semi-annually on your notes at a rate of 6.00% per annum from and including November 21, 2033 to but
excluding the stated maturity date (November 21, 2034). Interest will be paid on each May 21 and November 21. The first such
payment will be made on May 21, 2015.
I n a ddit ion, w e m a y re de e m t he not e s a t our opt ion, in w hole but not in pa rt , on e a c h Fe brua ry 2 1 , M a y 2 1 ,
August 2 1 a nd N ove m be r 2 1 on or a ft e r N ove m be r 2 1 , 2 0 1 5 , upon five busine ss da ys' prior not ic e , a t a
re de m pt ion pric e e qua l t o 1 0 0 % of t he out st a nding princ ipa l a m ount plus a c c rue d a nd unpa id int e re st t o but
e x c luding t he re de m pt ion da t e . Alt hough t he int e re st ra t e w ill st e p up during t he life of your not e s, you m a y
not be ne fit from suc h inc re a se in t he int e re st ra t e if your not e s a re re de e m e d prior t o t he st a t e d m a t urit y da t e .

Per Note
Total
Initial price to public

100.00%
$ 5,000,000
Underwriting discount

3.395%
$ 169,750
Proceeds, before expenses, to The Goldman Sachs Group, Inc.

96.605%
$ 4,830,250

The initial price to public set forth above does not include accrued interest, if any. Interest on the notes will accrue from
November 21, 2014 and must be paid by the purchaser if the notes are delivered after November 21, 2014. In addition to offers and
sales at the initial price to public, the underwriters may offer the notes from time to time for sale in one or more transactions at market
prices prevailing at the time of sale, at prices related to market prices or at negotiated prices.
The return (whether positive or negative) on your investment in notes will depend in part on the issue price you pay for such
notes.
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny ot he r re gula t ory body ha s a pprove d or
disa pprove d of t he se se c urit ie s or pa sse d upon t he a c c ura c y or a de qua c y of t his prospe c t us. Any
re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
T he not e s a re not ba nk de posit s a nd a re not insure d by t he Fe de ra l De posit I nsura nc e Corpora t ion or a ny
ot he r gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .

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

Goldm a n, Sa c hs & Co.
I nc a pit a l LLC

Pricing Supplement No. 3285 dated November 18, 2014.
Table of Contents
About Y our Prospe c t us
The notes are part of the Medium-Term Notes, Series D program of The Goldman Sachs Group, Inc. This prospectus includes this
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Pricing Supplement No. 3285 dated November 18, 2014
pricing supplement and the accompanying documents listed below. This pricing supplement constitutes a supplement to the
documents listed below and should be read in conjunction with such documents:

· Prospectus supplement dated September 15, 2014

· Prospectus dated September 15, 2014
The information in this pricing supplement supersedes any conflicting information in the documents listed above. In addition, some of
the terms or features described in the listed documents may not apply to your notes.
Table of Contents
SPECI FI C T ERM S OF T H E N OT ES

Please note that in this section entitled "Specific Terms of the Notes", references to "The Goldman Sachs Group, Inc.", "we", "our"
and "us" mean only The Goldman Sachs Group, Inc. and do not include any of its consolidated subsidiaries. Also, in this section,
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".
This pricing supplement no. 3285 dated November 18, 2014 (pricing supplement) and the accompanying prospectus dated
September 15, 2014 (accompanying prospectus), relating to the notes, should be read together. Because the notes are part of a series
of our debt securities called Medium-Term Notes, Series D, this pricing supplement and the accompanying prospectus should also be
read with the accompanying prospectus supplement, dated September 15, 2014 (accompanying prospectus supplement). Terms used
but not defined in this pricing supplement have the meanings given them in the accompanying prospectus or accompanying
prospectus supplement, unless the context requires otherwise.
The notes are part of a separate series of our debt securities under our Medium-Term Notes, Series D program governed by our
Senior Debt Indenture, dated as of July 16, 2008, between us and The Bank of New York Mellon, as trustee. This pricing supplement
summarizes specific terms that will apply to your notes. The terms of the notes described here supplement those described in the
accompanying prospectus supplement and accompanying prospectus and, if the terms described here are inconsistent with those
described there, the terms described here are controlling.
T e rm s of t he Ca lla ble St e p-U p Fix e d Ra t e N ot e s due 2 0 3 4

I ssue r: The Goldman Sachs Group, Inc.
between (i) the amount realized on the disposition (other than
Princ ipa l a m ount : $5,000,000
amounts attributable to accrued but unpaid interest, which would
be treated as such) and (ii) the U.S. holder's adjusted tax basis
Spe c ifie d c urre nc y: U.S. dollars ($)
in the note.
T ype of N ot e s: Fixed rate notes (notes)
I nt e re st pa ym e nt da t e s: May 21 and November 21 of each
De nom ina t ions: $1,000 and integral multiples of $1,000 in
year, commencing on May 21, 2015 and ending on the stated
excess thereof
maturity date
T ra de da t e : November 18, 2014
Re gula r re c ord da t e s: for interest due on an interest
payment date, the day immediately prior to the day on which
Origina l issue da t e : November 21, 2014
payment is to be made (as such payment day may be adjusted
St a t e d m a t urit y da t e : November 21, 2034
under the applicable business day convention specified below)
I nt e re st ra t e : 4.00% per annum from and including
Da y c ount c onve nt ion: 30/360
November 21, 2014 to but excluding November 21, 2024; 4.25%
Busine ss da y: New York
per annum from and including November 21, 2024 to but
excluding November 21, 2029; 4.50% per annum from and
Busine ss da y c onve nt ion: following unadjusted
including November 21, 2029 to but excluding November 21,
Re de m pt ion a t opt ion of issue r be fore st a t e d
2032; 5.00% per annum from and including November 21, 2032
m a t urit y: We may redeem the notes at our option, in whole
to but excluding November 21, 2033; 6.00% per annum from and
but not in part, on each February 21, May 21, August 21 and
including November 21, 2033 to but excluding November 21,
November 21 on or after November 21, 2015, upon five
2034
business days' prior notice, at a redemption price equal to 100%
Supple m e nt a l disc ussion of U .S. fe de ra l inc om e t a x
of the outstanding principal amount plus accrued and unpaid
c onse que nc e s: Subject to the discussion set forth in the
interest to but excluding the redemption date
section referenced below regarding short-term debt securities, it
List ing: None
is the opinion of Sidley Austin LLP that interest on a note will be
ERI SA: as described under "Employee Retirement Income
taxable to a U.S. holder as ordinary interest income at the time it
Security Act" on page 118 of the accompanying prospectus
accrues or is received in accordance with the U.S. holder's
normal method of accounting for tax purposes (regardless of
whether we call the notes). Upon the disposition of a note by
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Pricing Supplement No. 3285 dated November 18, 2014
sale, exchange, redemption or retirement (i.e., if we exercise our
right to call the notes or otherwise) or other disposition, a U.S.
holder will generally recognize capital gain or loss equal to the
difference, if any,

PS-2
Table of Contents
CU SI P no.: 38147QM52
FDI C: The notes are not bank deposits and are not insured by
I SI N no.: US38147QM527
the Federal Deposit Insurance Corporation or any other
governmental agency, nor are they obligations of, or guaranteed
Form of not e s: Your notes will be issued in book-entry form
by, a bank
and represented by a master global note. You should read the
section "Legal Ownership and Book-Entry Issuance" in the
Ca lc ula t ion Age nt : Goldman, Sachs & Co.
accompanying prospectus for more information about notes
Fore ign Ac c ount T a x Com plia nc e Ac t (FAT CA)
issued in book-entry form
Wit hholding M a y Apply t o Pa ym e nt s on Y our N ot e s,
De fe a sa nc e a pplie s a s follow s:
I nc luding a s a Re sult of t he Fa ilure of t he Ba nk or

Brok e r T hrough Whic h Y ou H old t he N ot e s t o Provide
·
full defeasance -- i.e., our right to be relieved of all our
I nform a t ion t o T a x Aut horit ie s:
obligations on the note by placing funds in trust for the
Please see the discussion under "United States Taxation --
holder: yes

Taxation of Debt Securities -- Foreign Account Tax Compliance
·
covenant defeasance -- i.e., our right to be relieved of
Act (FATCA) Withholding" in the accompanying prospectus for a
specified provisions of the note by placing funds in trust for
description of the applicability of FATCA to payments made on
the holder: yes
your notes.

PS-3
Table of Contents
ADDI T I ON AL I N FORM AT I ON ABOU T T H E N OT ES
Book-Entry System
We will issue the notes as a master global note 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? --
Holder's Option to Obtain a Non-Global Security; Special Situations When a Global Security Will Be Terminated". Investors may hold
interests in a master global note through organizations that participate, directly or indirectly, in the DTC system.
In addition to this pricing supplement, the following provisions are hereby incorporated into the global master note: the description
of the 30/360 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 description of New York business day appearing under
"Description of Debt Securities We May Offer Calculations of Interest on Debt Securities Business Days" in the accompanying
prospectus, the description of the following unadjusted 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 and the section
"Description of Debt Securities We May Offer Defeasance and Covenant Defeasance" in the accompanying prospectus.
When We Can Redeem the Notes
We will be permitted to redeem the notes at our option before their stated maturity, as described below. 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. In addition, you will not be entitled to require us to buy your note from you before its stated maturity.
We will have the right to redeem the notes at our option, in whole but not in part, on each February 21, May 21, August 21 and
November 21 on or after November 21, 2015, at a redemption price equal to 100% of the outstanding principal amount plus accrued
and unpaid interest to but excluding the redemption date. We will provide not less than five business days' prior notice in the manner
described under "Description of Debt Securities We May Offer -- Notices" in the attached prospectus. If the redemption notice is given
and funds deposited as required, then interest will cease to accrue on and after the redemption date on the notes. If any redemption
date is not a business day, we will pay the redemption price on the next business day without any interest or other payment due to the
delay.
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Pricing Supplement No. 3285 dated November 18, 2014
What are the Tax Consequences of the Notes
You should carefully consider, among other things, the matters set forth under "United States Taxation" in the accompanying
prospectus supplement and the accompanying prospectus. The following discussion summarizes certain of the material U.S. federal
income tax consequences of the purchase, beneficial ownership, and disposition of each of the notes. This summary supplements the
section "United States Taxation" in the accompanying prospectus supplement and the accompanying prospectus and is subject to the
limitations and exceptions set forth therein.
As of the original issue date, the notes should not be treated as issued with "original issue discount" ("OID") despite the fact that
the interest rate on the notes is scheduled to step-up over the term of the notes because Treasury regulations generally deem an
issuer to exercise a call option in a manner that minimizes the yield on the debt instrument for purposes of determining whether a debt
instrument is issued with OID. The yield on the notes would be minimized if we call the notes immediately before the increase in the
interest rate on November 21, 2024 and therefore the notes should be treated as maturing on such date for OID purposes. This
assumption is made solely for purposes of determining whether the notes are issued with OID for U.S. federal income tax purposes,
and is not an indication of our intention to call or not to call the notes at any time. If we do not call the notes prior to the increase in
the interest rate then, solely for OID purposes, the notes will be deemed to be reissued at their adjusted issue price on November 21,
2024. This deemed issuance should not give rise to taxable gain or loss to holders. The same analysis would apply to the increase in
the interest rate on November 21, 2029, November 21, 2032 and November 21, 2033. If the notes are not called on the interest
payment date occurring on November 21, 2033 then, because the period between the interest payment date on November 21, 2033
and the stated maturity date of the notes is one year or less, the notes, upon their deemed reissuance on November 21, 2033, could
be treated as short-term debt securities for OID purposes (but not for purposes of determining the holding period of your notes). For a
discussion of the U.S. federal income tax consequences to a U.S. holder of owning short-term debt securities, please review the
section entitled "United States Taxation -- Taxation of Debt Securities -- United States Holders -- Short-Term Debt Securities" in the
accompanying prospectus.
Under this approach, and subject to the discussion above regarding short-term debt securities, interest on a note will be taxable
to a U.S. holder as ordinary interest income at the time it accrues or is received in accordance with the U.S. holder's normal method of
accounting for tax purposes (regardless of whether we call the notes).

PS-4
Table of Contents
Upon the disposition of a note by sale, exchange, redemption or retirement (i.e., if we exercise our right to call the notes or
otherwise) or other disposition, a U.S. holder will generally recognize capital gain or loss equal to the difference, if any, between (i) the
amount realized on the disposition (other than amounts attributable to accrued but unpaid interest, which would be treated as such)
and (ii) the U.S. holder's adjusted tax basis in the note. A U.S. holder's adjusted tax basis in a note generally will equal the cost of the
note (net of accrued interest) to the U.S. holder. The deductibility of capital losses is subject to significant limitations.
Foreign Account Tax Compliance Act (FATCA) Withholding. Pursuant to Treasury regulations, Foreign Account Tax Compliance
Act (FATCA) withholding (as described in "United States Taxation--Taxation of Debt Securities--Foreign Account Tax Compliance Act
(FATCA) Withholding" in the accompanying prospectus) will generally apply to obligations that are issued on or after July 1, 2014;
therefore, the notes will generally be subject to FATCA withholding. However, according to final Treasury regulations, the withholding
tax described above will not apply to payments of gross proceeds from the sale, exchange, redemption or other disposition of the notes
made before January 1, 2017.

PS-5
Table of Contents
SU PPLEM EN T AL PLAN OF DI ST RI BU T I ON
The Goldman Sachs Group, Inc. and the underwriters for this offering named below have entered into a distribution agreement
with respect to the notes. Subject to certain conditions, each underwriter named below has severally agreed to purchase the principal
amount of notes indicated in the following table.

Princ ipa l Am ount
U nde rw rit e rs

of N ot e s

Goldman, Sachs & Co.

$
2,500,000
Incapital LLC

2,500,000

Total

$
5,000,000

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Pricing Supplement No. 3285 dated November 18, 2014
Notes sold by the underwriters to the public will initially be offered at the initial price to public 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
initial price to public less a discount of 3.395% of the principal amount of the notes. Any notes sold by the underwriters to securities
dealers may be sold at a discount from the initial price to public of up to 2.795% of the principal amount of the notes. If all of the
offered notes are not sold at the initial price to public, the underwriters may change the offering price and the other selling terms. In
addition to offers and sales at the initial price to public, the underwriters may offer the notes from time to time for sale in one or more
transactions at market prices prevailing at the time of sale, at prices related to market prices or at negotiated prices.
Please note that the information about the initial 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 notes. If you have purchased a note in a market-making transaction by Goldman,
Sachs & Co. or any other affiliate of The Goldman Sachs Group, Inc. after the initial sale, information about the price and date of sale
to you will be provided in a separate confirmation of sale.
Each 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 FINRA member broker-dealers registered with the U.S. Securities and
Exchange Commission.
The Goldman Sachs Group, Inc. estimates that its share of the total offering expenses, excluding underwriting discounts and
commissions, whether paid to Goldman, Sachs & Co. or any other underwriter, will be approximately $15,000.
We will deliver the notes against payment therefor in New York, New York on November 21, 2014, which is the third
scheduled business day following the date of this pricing supplement and of the pricing of the notes.
The notes are a new issue of securities with no established trading market. The Goldman Sachs Group, Inc. has been advised by
Goldman, Sachs & Co. and Incapital LLC that they may make a market in the notes. Goldman, Sachs & Co. and Incapital LLC are not
obligated to do so and may discontinue market-making at any time without notice. No assurance can be given as to the liquidity of the
trading market for the notes.
The Goldman Sachs Group, Inc. has agreed to indemnify the several underwriters against certain liabilities, including liabilities
under the Securities Act of 1933.
Certain of the underwriters and their affiliates have in the past provided, and may in the future from time to time provide,
investment banking and general financing and banking services to The Goldman Sachs Group, Inc. and its affiliates, for which they
have in the past received, and may in the future receive, customary fees. The Goldman Sachs Group, Inc. and its affiliates have in the
past provided, and may in the future from time to time provide, similar services to the underwriters and their affiliates on customary
terms and for customary fees. Goldman, Sachs & Co., one of the underwriters, is an affiliate of The Goldman Sachs Group, Inc. Please
see "Plan of Distribution--Conflicts of Interest" on page 117 of the accompanying prospectus.

PS-6
Table of Contents
V ALI DI T Y OF T H E N OT ES
In the opinion of Sidley Austin LLP, as counsel to The Goldman Sachs Group, Inc., when the notes offered by this pricing
supplement have been executed and issued by The Goldman Sachs Group, Inc. and authenticated by the trustee pursuant to the
indenture, and delivered against payment as contemplated herein, such notes will be valid and binding obligations of The Goldman
Sachs Group, Inc., enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation,
concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of
fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is
given as of the date hereof and is limited to the Federal laws of the United States, the laws of the State of New York and the General
Corporation Law of the State of Delaware as in effect on the date hereof. In addition, this opinion is subject to customary assumptions
about the trustee's authorization, execution and delivery of the indenture and the genuineness of signatures and certain factual matters,
all as stated in the letter of such counsel dated September 15, 2014, which has been filed as Exhibit 5.5 to The Goldman Sachs
Group, Inc.'s registration statement on Form S-3 filed with the Securities and Exchange Commission on September 15, 2014.

PS-7
Table of Contents

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Pricing Supplement No. 3285 dated November 18, 2014

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 give you. 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
$5,000,000
the accompanying prospectus is current only as of the respective dates of such
documents.

TABLE OF CONTENTS
T he Goldm a n Sa c hs Group, I nc .
Pricing Supplement

Pa ge
Callable Step-Up Fixed Rate
Specific Terms of the Notes
PS-2
Additional Information About the Notes
PS-4
Notes due 2034
Supplemental Plan of Distribution
PS-6
Validity of the Notes
PS-7

Prospectus Supplement dated September 15, 2014

Use of Proceeds
S-2
Description of Notes We May Offer
S-3
Considerations Relating to Indexed Notes
S-19
United States Taxation
S-22

Employee Retirement Income Security Act
S-23
Supplemental Plan of Distribution
S-24
Validity of the Notes
S-26
Prospectus dated September 15, 2014

Available Information

2

Prospectus Summary

4
Use of Proceeds

8
Description of Debt Securities We May Offer

9
Description of Warrants We May Offer

39
Description of Purchase Contracts We May Offer

56
Description of Units We May Offer

61
Description of Preferred Stock We May Offer

67
Description of Capital Stock of The Goldman Sachs Group, Inc.

75
Legal Ownership and Book-Entry Issuance

80
Considerations Relating to Floating Rate Debt Securities

85
Considerations Relating to Indexed Securities

87

Considerations Relating to Securities Denominated or Payable in or

Linked to a Non-U.S. Dollar Currency

88
United States Taxation

91
Plan of Distribution
114
Conflicts of Interest
117
Employee Retirement Income Security Act
118
Validity of the Securities
119
Experts
119
Review of Unaudited Condensed Consolidated Financial Statements by
Independent Registered Public Accounting Firm
120
Cautionary Statement Pursuant to the Private Securities Litigation
Goldm a n, Sa c hs & Co.
Reform Act of 1995
120
I nc a pit a l LLC

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Document Outline

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