Bond Goldman & Sachs 3.25% ( US38150A3B95 ) in USD

Goldman & Sachs

100 % ▲

United States

US38150A3B95 ( in USD )

3.25% per year ( payment 2 times a year)

15/05/2027

Prospectus brochure of the bond Goldman Sachs US38150A3B95 en USD 3.25%, maturity 15/05/2027

1 000 USD

478 000 USD

38150A3B9

BBB+ ( Lower medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

15/11/2025 ( In 12 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 478,000,000 bond (CUSIP: 38150A3B9, ISIN: US38150A3B95) maturing May 15, 2027, with a 3.25% coupon rate, paying semi-annually, currently trading at 100% and rated BBB+ by S&P and A2 by Moody's, with a minimum purchase size of 1,000.

Pricing Supplement No. 29 dated May 8, 2017
424B2 1 d378030d424b2.htm PRICING SUPPLEMENT NO. 29 DATED MAY 8, 2017
Table of Contents
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -1 9 8 7 3 5

$ 4 7 8 ,0 0 0

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

Callable Fixed Rate Notes due 2027

We will pay you interest monthly on your notes at a rate of 3.25% per annum from and including May 11, 2017 to but excluding the
stated maturity date (May 15, 2027). Interest will be paid on the 15th day of each month. The first such payment will be made on
June 15, 2017.
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 t he 1 5 t h da y of e a c h m ont h
on or a ft e r M a y 1 5 , 2 0 2 6 , 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 .
T he not e s a re not subje c t t o a survivor's opt ion t o re que st re pa ym e nt prior t o t he st a t e d m a t urit y da t e upon
t he de a t h of a be ne fic ia l ow ne r.

Pe r N ot e

T ot a l

Initial price to public

100.00%
$478,000
Underwriting discount

2.25%
$ 10,755
Proceeds, before expenses, to The Goldman Sachs Group, Inc.

97.75%
$467,245

The initial price to public set forth above does not include accrued interest, if any. Interest on the notes will accrue from May 11,
2017 and must be paid by the purchaser if the notes are delivered after May 11, 2017.
The return (whether positive or negative) on your investment in notes will depend in part on the issue price you pay for such notes.
If interest rates increase, in most cases the market value of the notes will decrease and, if you sell the notes prior to maturity, you
will receive less than the principal amount of the 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. LLC 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. LLC I nc a pit a l LLC

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Pricing Supplement No. 29 dated May 8, 2017

Pric ing Supple m e nt N o. 2 9 da t e d M a y 8 , 2 0 1 7 .
Table of Contents
About Y our Prospe c t us
The notes are part of the Medium-Term Notes, Series N program of The Goldman Sachs Group, Inc. This prospectus includes this
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 January 19, 2017

·
Prospectus dated January 6, 2017
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.

PS-2
Table of Contents
S PECI 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. 29 dated May 8, 2017 (pricing supplement) and the accompanying prospectus dated January 6, 2017
(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 N, this pricing supplement and the accompanying prospectus should also be read with the
accompanying prospectus supplement, dated January 19, 2017 (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 N program governed by our
Senior Debt Indenture, dated as of July 16, 2008, as amended, 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 Fix e d Ra t e N ot e s due 2 0 2 7

I ssue r: The Goldman Sachs Group, Inc.
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 payment is to
Princ ipa l a m ount : $478,000
be made (as such payment day may be adjusted under the
Spe c ifie d c urre nc y: U.S. dollars ($)
applicable business day convention specified below)
T ype of N ot e s: Fixed rate notes (notes)
Da y c ount c onve nt ion: 30/360 (ISDA), as further discussed
under "Additional Information About the Notes -- Day Count
De nom ina t ions: $1,000 and integral multiples of $1,000 in
Convention" on page PS-5 of this pricing supplement
excess thereof
Busine ss da y: New York
T ra de da t e : May 8, 2017
Busine ss da y c onve nt ion: following unadjusted
Origina l issue da t e : May 11, 2017
Re de m pt ion a t opt ion of issue r be fore st a t e d m a t urit y:
St a t e d m a t urit y da t e : May 15, 2027
We may redeem the notes at our option, in whole but not in part,
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Pricing Supplement No. 29 dated May 8, 2017
I nt e re st ra t e : 3.25% per annum
on the 15th day of each month on or after May 15, 2026, upon
five business days' prior notice, at a redemption price equal to
Supple m e nt a l disc ussion of U .S. fe de ra l inc om e t a x
100% of the outstanding principal amount plus accrued and
c onse que nc e s: It is the opinion of Sidley Austin LLP that
unpaid interest to but excluding the redemption date
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
N o survivor's opt ion: the notes are not subject to repayment
with the U.S. holder's normal method of accounting for tax
prior to the stated maturity upon the death of a beneficial owner
purposes (regardless of whether we call the notes). Upon the
Lim it e d e ve nt s of de fa ult : The only events of default for the
disposition of a note by sale, exchange, redemption or retirement
notes are (i) interest or principal payment defaults that continue
(i.e., if we exercise our right to call the notes or otherwise) or
for 30 days and (ii) certain insolvency events. No other breach or
other disposition, a U.S. holder will generally recognize capital
default under our senior debt indenture or the notes will result in
gain or loss equal to the difference, if any, between (i) the amount
an event of default for the notes or permit the trustee or holders
realized on the disposition (other than amounts attributable to
to accelerate the maturity of any debt securities that is, they will
accrued but unpaid interest, which would be treated as such) and
not be entitled to declare the principal amount of any
(ii) the U.S. holder's adjusted tax basis in the note.
I nt e re st pa ym e nt da t e s: the 15th day of each month,
commencing on June 15, 2017 and ending on the stated maturity
date

PS-3
Table of Contents
notes to be immediately due and payable. See "Risks Relating to
·
covenant defeasance -- i.e., our right to be relieved of
Regulatory Resolution Strategies and Long-Term Debt
specified provisions of the note by placing funds in trust for
Requirements" and "Description of Debt Securities We May
the holder: yes
Offer -- Default, Remedies and Waiver of Default -- Securities
FDI C: The notes are not bank deposits and are not insured by
Issued on or After January 1, 2017 under the 2008 Indenture" in
the Federal Deposit Insurance Corporation or any other
the accompanying prospectus for further details.
governmental agency, nor are they obligations of, or guaranteed
List ing: None
by, a bank
ERI SA: as described under "Employee Retirement Income
Ca lc ula t ion Age nt : Goldman Sachs & Co. LLC
Security Act" on page 122 of the accompanying prospectus
Fore ign Ac c ount T a x Com plia nc e Ac t (FAT CA)
CU SI P no.: 38150A3B9
Wit hholding M a y Apply t o Pa ym e nt s on Y our N ot e s,
I nc luding a s a Re sult of t he Fa ilure of t he Ba nk or
I SI N no.: US38150A3B95
Brok e r T hrough Whic h Y ou H old t he N ot e s t o Provide
Form of not e s: Your notes will be issued in book-entry form
I nform a t ion t o T a x Aut horit ie s:
and represented by a master global note. You should read the
Please see the discussion under "United States Taxation --
section "Legal Ownership and Book-Entry Issuance" in the
Taxation of Debt Securities -- Foreign Account Tax Compliance
accompanying prospectus for more information about notes
Act (FATCA) Withholding" in the accompanying prospectus for a
issued in book-entry form
description of the applicability of FATCA to payments made on
De fe a sa nc e a pplie s a s follow s:
your notes.

·
full defeasance -- i.e., our right to be relieved of all our
obligations on the note by placing funds in trust for the
holder: yes

PS-4
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
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Pricing Supplement No. 29 dated May 8, 2017
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 (ISDA) day count convention appearing under "Description of Debt Securities We May Offer -- Calculations of Interest on Debt
Securities -- Interest Rates and Interest" in the accompanying prospectus, the 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.
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 will be calculated by
multiplying the principal amount of the note by an accrued interest factor for the interest period. The accrued interest factor will be
determined by multiplying the per annum interest rate by a factor resulting from the 30/360 (ISDA) day count convention. 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 follows:

Day Count Fraction =
[360 × (Y2 Y1)] + [30 × (M2 M1)] + (D2 D 1)

360

w he re :
"Y1" is the year, expressed as a number, in which the first day of the interest period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the last day included in the interest period falls;
"M1" is the calendar month, expressed as a number, in which the first day of the interest period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the last day included in the interest
period falls;
"D1" is the first calendar day, expressed as a number, of the interest period, unless such number would be 31, in which case D1 will
be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day included in the interest period, unless such
number would be 31 and D1 is greater than 29, in which case D2 will be 30.
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.

PS-5
Table of Contents
We will have the right to redeem the notes at our option, in whole but not in part, on the 15th day of each month on or after
May 15, 2026, 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.
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.
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Pricing Supplement No. 29 dated May 8, 2017
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.
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 published guidance, 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, 2019.

PS-6
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 of
U nde rw rit e rs

N ot e s

Goldman Sachs & Co. LLC

$
239,000
Incapital LLC

$
239,000

Total

$
478,000

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 2.25% of the principal amount of the notes. Any notes sold by the underwriters to securities dealers may
be sold at a discount from the initial price to public of up to 1.80% 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.
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. LLC 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. LLC or any other underwriter, will be approximately $15,000.
We will deliver the notes against payment therefor in New York, New York on May 11, 2017, 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. LLC and Incapital LLC that they may make a market in the notes. Goldman Sachs & Co. LLC 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.
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Pricing Supplement No. 29 dated May 8, 2017
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. LLC, one of the underwriters, is an affiliate of The Goldman Sachs Group, Inc. Please see "Plan of
Distribution--Conflicts of Interest" on page 121 of the accompanying prospectus.

PS-7
Table of Contents
CON FLI CT S OF I N T EREST
Goldman Sachs & Co. LLC is an affiliate of The Goldman Sachs Group, Inc. and, as such, will have a "conflict of interest" in this
offering of notes within the meaning of Financial Industry Regulatory Authority, Inc. (FINRA) Rule 5121. Consequently, this offering of
notes will be conducted in compliance with the provisions of FINRA Rule 5121. Goldman Sachs & Co. LLC will not be permitted to sell
notes in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the account
holder.

PS-8
Table of Contents
V A LI 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 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 January 19,
2017, which has been filed as an exhibit to a Current Report on Form 8-K filed with the Securities and Exchange Commission on
January 19, 2017.

PS-9
Table of Contents

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
$ 4 7 8 ,0 0 0
prospectus is an offer to sell only the notes offered hereby, but only
under circumstances and in jurisdictions where it is lawful to do so. The
information contained in this pricing supplement, the accompanying
prospectus supplement and the accompanying prospectus is current
T he Goldm a n Sa c hs Group,
only as of the respective dates of such documents.
I nc .

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Pricing Supplement No. 29 dated May 8, 2017
T ABLE OF CON T EN T S
Ca lla ble Fix e d Ra t e
Pricing Supplement
N ot e s due 2 0 2 7

Pa ge
Specific Terms of the Notes

PS-3
Additional Information About the Notes

PS-5
Supplemental Plan of Distribution

PS-7
Conflicts of Interest

PS-8
Validity of the Notes

PS-9

Prospectus Supplement dated January 19, 2017

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 January 6, 2017

Available Information

2
Prospectus Summary

4
Risks Relating to Regulatory Resolution Strategies and

Long-Term Debt Requirements

8

Use of Proceeds

12
Description of Debt Securities We May Offer

13
Description of Warrants We May Offer

45
Description of Purchase Contracts We May Offer

62
Description of Units We May Offer

67
Description of Preferred Stock We May Offer

73
Description of Capital Stock of The Goldman Sachs
Group, Inc.

81
Legal Ownership and Book-Entry Issuance

86
Considerations Relating to Floating Rate Securities

91
Considerations Relating to Indexed Securities

93
Goldm a n Sa c hs & Co. LLC
Considerations Relating to Securities Denominated or
Payable in or Linked to a Non-U.S. Dollar Currency

94
I nc a pit a l LLC
United States Taxation

97
Plan of Distribution

121
Conflicts of Interest

124
Employee Retirement Income Security Act

125
Validity of the Securities

126
Experts

126
Review of Unaudited Condensed Consolidated
Financial Statements by Independent Registered
Public Accounting Firm

127
Cautionary Statement Pursuant to the Private
Securities Litigation Reform Act of 1995

127

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Document Outline

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