Bond Goldman Sachs 2.876% ( US38148YAC21 ) in USD

Issuer Goldman Sachs
Market price 100 %  ⇌ 
Country  United States
ISIN code  US38148YAC21 ( in USD )
Interest rate 2.876% per year ( payment 2 times a year)
Maturity 31/10/2022 - Bond has expired



Prospectus brochure of the bond Goldman Sachs US38148YAC21 in USD 2.876%, expired


Minimal amount 2 000 USD
Total amount 3 250 000 000 USD
Cusip 38148YAC2
Standard & Poor's ( S&P ) rating NR
Moody's rating N/A
Detailed description 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.

The Bond issued by Goldman Sachs ( United States ) , in USD, with the ISIN code US38148YAC21, pays a coupon of 2.876% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/10/2022
The Bond issued by Goldman Sachs ( United States ) , in USD, with the ISIN code US38148YAC21, was rated NR by Standard & Poor's ( S&P ) credit rating agency.







PROSPECTUS SUPPLEMENT DATED OCTOBER 24, 2017
424B2 1 d479487d424b2.htm PROSPECTUS SUPPLEMENT DATED OCTOBER 24, 2017
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-219206

Prospectus Supplement to Prospectus dated July 10, 2017.


$3,250,000,000
T he Goldm a n Sa c hs Group, I nc .

2.876% Fixed/Floating Rate Notes due 2022



The Goldman Sachs Group, Inc. will pay interest on the notes to but excluding October 31, 2021 (the "Fixed Rate Period"), at a fixed rate per annum of
2.876%, payable semi-annually on April 30 and October 31 of each year, commencing on April 30, 2018. From and including October 31, 2021 to but excluding
October 31, 2022 (the "Floating Rate Period"), the notes will bear interest at a rate per annum of three-month LIBOR plus 0.821%, to be reset and payable quarterly
on January 31, April 30, July 31, and October 31 of each year, beginning January 31, 2022 until October 31, 2022. The notes will mature on the stated maturity
date, October 31, 2022, and interest for the final period will accrue to and be paid on such maturity date. LI BOR is be ing m odifie d, se e pa ge S-7 .
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 April 30, 2018, and to, but excluding, October 31, 2021, at
the greater of par or a "make-whole" price calculated as described herein, and (ii) on October 31, 2021 and April 30, 2022, 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 Call Date" and "Specific Terms of the
Notes -- Terms of the Notes -- Optional Redemption -- Par Call" below.


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 supple m e nt or t he a c c om pa nying 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 ha ve be e n re gist e re d unde r t he Se c urit ie s Ac t of 1 9 3 3 sole ly for t he purpose of sa le s in t he U nit e d St a t e s; t he y
ha ve not be e n a nd w ill not be re gist e re d for t he purpose of a ny sa le s out side t he U nit e d St a t e s.
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
100.000%
$ 3,250,000,000
Underwriting discount

0.350%
$
11,375,000
Proceeds, before expenses, to The Goldman Sachs Group, Inc.
99.650%
$ 3,238,625,000


The initial price to public set forth above does not include accrued interest, if any. Interest on the notes will accrue from October 31, 2017 and must be paid
by the purchaser if the notes are delivered after October 31, 2017.


The underwriters expect to deliver the notes through the facilities of The Depository Trust Company against payment in New York, New York on October 31,
2017.
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.
Goldm a n Sa c hs & Co. LLC

ABN AM RO

AN Z Se c urit ie s
BB& T Ca pit a l M a rk e t s

Ca pit a l One Se c urit ie s
Com m onw e a lt h Ba nk of Aust ra lia

Cre dit Agric ole Se c urit ie s (U SA) I nc .
H unt ingt on Ca pit a l M a rk e t s

I N G
K e yBa nc Ca pit a l M a rk e t s

Lloyds Se c urit ie s
M izuho Se c urit ie s

N a t ix is
N a t We st M a rk e t s

PN C Ca pit a l M a rk e t s LLC
Re gions Se c urit ie s LLC

Sa nt a nde r
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PROSPECTUS SUPPLEMENT DATED OCTOBER 24, 2017
SM BC N ik k o

SunT rust Robinson H um phre y
U niCre dit Ca pit a l M a rk e t s

U S Ba nc orp
Apt o Pa rt ne rs, LLC

Gre a t Pa c ific Se c urit ie s
Ra m ire z & Co., I nc .

Sie be rt Cisne ros Sha nk & Co., L.L.C.


Prospectus Supplement dated October 24, 2017.
Table of Contents
T ABLE OF CON T EN T S
Prospectus Supplement



Pa ge
Specific Terms of the Notes
S-3
Employee Retirement Income Security Act
S-11
Validity of the Notes
S-12
Experts
S-12
Review of Unaudited Condensed Consolidated Financial Statements by Independent Registered Public Accounting Firm
S-12
Underwriting
S-13
Conflicts of Interest
S-17


Prospectus dated July 10, 2017
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

45
Description of Purchase Contracts We May Offer

61
Description of Units We May Offer

66
Description of Preferred Stock We May Offer

71
Description of Capital Stock of The Goldman Sachs Group, Inc

79
Legal Ownership and Book-Entry Issuance

84
Considerations Relating to Floating Rate Securities

89
Considerations Relating to Indexed Securities

90
Considerations Relating to Securities Denominated or Payable in or Linked to a Non-U.S. Dollar Currency

91
United States Taxation

94
Plan of Distribution
116
Conflicts of Interest
118
Employee Retirement Income Security Act
119
Validity of the Securities
120
Experts
120
Review of Unaudited Condensed Consolidated Financial Statements by Independent Registered Public Accounting Firm
121
Cautionary Statement Pursuant to the Private Securities Litigation Reform Act of 1995
121


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.
Table of Contents
SPECI FI C T ERM S OF T H E N OT ES

Please note that throughout this prospectus supplement, references to "The Goldman Sachs Group, Inc.", "we", "our" and "us" mean
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PROSPECTUS SUPPLEMENT DATED OCTOBER 24, 2017
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 will 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 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 July 10, 2017. 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.
T e rm s of t he N ot e s
The specific terms of this series of notes we are offering will be as follows:

· T it le of t he not e s: 2.876% Fixed/Floating Rate Notes due 2022

· I ssue r of t he not e s: The Goldman Sachs Group, Inc.

· T ot a l princ ipa l a m ount be ing issue d: $3,250,000,000

· I nit ia l pric e t o public : 100.000% of the principal amount

· U nde rw rit ing disc ount : 0.350% of the principal amount

· I ssue da t e : October 31, 2017

· St a t e d m a t urit y: October 31, 2022

· I nt e re st ra t e :


· During the Fixed Rate Period (October 31, 2017 to but excluding October 31, 2021): 2.876%


· During the Floating Rate Period (October 31, 2021 to but excluding October 31, 2022): Base Rate plus the Spread

· Da t e int e re st st a rt s a c c ruing: October 31, 2017

· Ca lc ula t ion of int e re st ra t e during Floa t ing Ra t e Pe riod:

· Ba se ra t e : LIBOR for the index maturity and index currency specified below, as determined with respect to each interest

period by the calculation agent as described below under "-- Determination of Interest Rate During the Floating Rate Period."
LI BOR is be ing m odifie d, se e pa ge S -7 .

· Disc ont inua nc e of LI BOR ba se ra t e : If the calculation agent determines on the relevant interest determination date that
the LIBOR base rate has been discontinued, then the calculation agent will use a substitute or successor base rate that it has
determined in its sole discretion is most comparable to the LIBOR base rate, provided that if the calculation agent determines

there is an industry-accepted successor base rate, then the calculation agent shall use such successor base rate. If the
calculation agent has determined a substitute or successor base rate in accordance with the foregoing, the calculation agent in
its sole discretion may

S-3
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determine the business day convention, the definition of business day and the interest determination date to be used and any
other relevant methodology for calculating such substitute or successor base rate, including any adjustment factor needed to

make such substitute or successor base rate comparable to the LIBOR base rate, in a manner that is consistent with industry-
accepted practices for such substitute or successor base rate.


· I nde x m a t urit y: Three-month


· I nde x c urre nc y: U.S. dollar


· Spre a d: 0.821% per annum

· I nit ia l ba se ra t e : The base rate in effect for the initial interest period in the Floating Rate Period will be the three-month

U.S. dollar LIBOR rate determined two London business days prior to October 31, 2021, as determined by the calculation
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PROSPECTUS SUPPLEMENT DATED OCTOBER 24, 2017
agent as described below under "-- Determination of Interest Rate During the Floating Rate Period"


· M inim um or m a x im um ra t e : None

· I nt e re st pe riods: Quarterly; the initial interest period in the Floating Rate Period for the notes is the period from and
including the interest reset date on October 31, 2021 to, but excluding, the interest reset date on January 31, 2022, and the

subsequent interest periods will be the periods from and including an interest reset date to, but excluding, the next interest reset
date, provided that the final interest period for the notes will be the period from the interest reset date scheduled for July 31,
2022 to, but excluding, the stated maturity date


· I nt e re st de t e rm ina t ion da t e : Two London business days prior to the first day of each interest period


· I nt e re st re se t da t e s: Every January 31, April 30, July 31, October 31, commencing on October 31, 2021


· Ca lc ula t ion Age nt : Goldman Sachs & Co. LLC

· I nt e re st pa ym e nt da t e s:


· During the Fixed Rate Period: Every April 30 and October 31, beginning on April 30, 2018 and ending on October 31, 2021

· During the Floating Rate Period: Every January 31, April 30, July 31, October 31, beginning on January 31, 2022 and ending

on the stated maturity date

· Re gula r re c ord da t e s for int e re st : 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)

· Da y c ount c onve nt ion: 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"

· De nom ina t ion: $2,000 and integral multiples of $1,000 thereafter, subject to a minimum denomination of $2,000

· Busine ss da y: New York during the Fixed Rate Period; New York and London during the Floating Rate Period

· Busine ss da y c onve nt ion:

· During the Fixed Rate Period: 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"

S-4
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· During the Floating Rate Period: Modified following, as described in the accompanying prospectus under "Description of Debt
Securities We May Offer --Calculations of Interest on Debt Securities -- Business Day Conventions." However, if the initial

interest reset date on October 31, 2021 is not a business day, such interest reset date will not be changed, but the
determination of the floating interest rate that takes effect on such date shall be determined two London business days prior to
such date

· Lim it e d e ve nt s of de fa ult : The only events of default for the notes are (i) interest or principal payment defaults that continue for 30
days and (ii) certain insolvency events. No other breach or default under our senior debt indenture or the notes will result in an event of
default for the notes or permit the trustee or holders to accelerate the maturity of the notes -- that is, they will not be entitled to declare
the principal amount of any notes to be immediately due and payable. See "Risks Relating to Regulatory Resolution Strategies and
Long-Term Debt Requirements" and "Description of Debt Securities We May Offer -- Default, Remedies and Waiver of Default --
Events of Default --Securities Issued on or After January 1, 2017 Under the 2008 Indenture" in the accompanying prospectus for
further details.

· De fe a sa nc e : 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"

· Addit iona l a m ount s: 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".

· T a x Re de m pt ion: 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
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PROSPECTUS SUPPLEMENT DATED OCTOBER 24, 2017
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 October 24, 2017.

· Opt iona l Re de m pt ion -- M a k e Whole t o First Pa r Ca ll Da t e : On or after April 30, 2018 (or, if any additional notes are issued
after October 31, 2017, beginning six months after the last issue date for such additional notes), and to, but excluding, October 31,
2021, we may redeem the notes at our option, in whole at any time or in part from time to time, upon not less than 15 days' nor more
than 60 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
October 31, 2021 (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 15 basis points, plus, in each case, 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.

· Opt iona l Re de m pt ion -- Pa r Ca ll: In addition, on each of October 31, 2021 and April 30, 2022, we may redeem the notes at our
option, in whole, but not in part, upon not less than 15 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.

S-5
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We will give the notice of redemption in the manner described under "Description of Debt Securities We May Offer -- Notices" in the
accompanying prospectus.

· N o ot he r re de m pt ion: 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.

· Re pa ym e nt a t opt ion of holde r: None

· CU SI P N o.: 38148YAC2

· I SI N N o.: US38148YAC21

· FDI C: 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.
De t e rm ina t ion of I nt e re st Ra t e During t he Floa t ing Ra t e Pe riod
Your notes will bear interest for each interest period in the Floating Rate Period at a per annum rate equal to the applicable LIBOR
rate plus the spread. LIBOR will be determined by the calculation agent on the second London business day (as defined in the
accompanying prospectus) immediately preceding the first day of such interest period in the following manner:

· LIBOR will be the offered rate per annum for three-month deposits in U.S. dollars, beginning on the first day of such period,

as that rate appears on Reuters screen LIBOR01 (or any successor or replacement page) as of approximately 11:00 A.M.,
London time, on the second London business day immediately preceding the first day of such interest period.

· If the calculation agent determines on the relevant interest determination date that the LIBOR base rate has been
discontinued, then the calculation agent will use a substitute or successor base rate that it has determined in its sole discretion
is most comparable to the LIBOR base rate, provided that if the calculation agent determines there is an industry-accepted
successor base rate, then the calculation agent shall use such successor base rate. If the calculation agent has determined a
substitute or successor base rate in accordance with the foregoing, the calculation agent in its sole discretion may determine

the business day convention, the definition of business day and the interest determination date to be used and any other
relevant methodology for calculating such substitute or successor base rate, including any adjustment factor needed to make
such substitute or successor base rate comparable to the LIBOR base rate, in a manner that is consistent with industry-
accepted practices for such substitute or successor base rate. Unless the calculation agent uses a substitute or successor
base rate as so provided, the following will apply:

·
If the rate described above does not so appear on the Reuters screen LIBOR01 (or any successor or replacement
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PROSPECTUS SUPPLEMENT DATED OCTOBER 24, 2017
page), then LIBOR will be determined on the basis of the rates, at approximately 11:00 A.M., London time, on the
second London business day immediately preceding the first day of such interest period, at which deposits of the
following kind are offered to prime banks in the London interbank market by four major banks in that market selected by

the calculation agent: three-month deposits in U.S. dollars, beginning on the first day of such interest period, and in a
Representative Amount. The calculation agent will request the principal London office of each of these banks to provide
a quotation of its rate. If at least two quotations are provided, LIBOR for the second London business day immediately
preceding the first day of such interest period will be the arithmetic mean of the quotations.

·
If fewer than two of the requested quotations described above are provided, LIBOR for the second London business

day immediately preceding the first day of such interest

S-6
Table of Contents
period will be the arithmetic mean of the rates for loans of the following kind to leading European banks quoted, at
approximately 11:00 A.M., New York City time, on the second London business day immediately preceding the first day

of such interest period, by major banks in New York City selected by the calculation agent: three-month loans of U.S.
dollars, beginning on the first day of such interest period, and in a Representative Amount.

·
If no quotation is provided as described above, then the calculation agent, after consulting such sources as it deems
comparable to any of the foregoing quotations or display page, or any such source as it deems reasonable from which to

estimate LIBOR or any of the foregoing lending rates, shall determine LIBOR for the second London business day
immediately preceding the first day of such interest period in its sole discretion.
The calculation agent's determination of any interest rate, and its calculation of the amount of interest for any interest period, will be
on file at our principal offices, will be made available to any noteholder upon request and will be final and binding in the absence of
manifest error.
In this subsection, we use several terms that have special meanings relevant to calculating LIBOR. We define these terms as follows:
The term ``Representative Amount'' means an amount that, in the calculation agent's judgment, is representative of a single
transaction in the relevant market at the relevant time.
The term "Reuters screen" means the display on the Thomson Reuters Eikon service, or any successor or replacement service.
Addit iona l Conside ra t ions Re la t ing t o LI BOR
U.K. Regulators Will No Longer Persuade or Compel Banks to Submit Rates for Calculation of LIBOR After 2021; Interest Rate
Benchmark May Be Discontinued.
On July 27, 2017, the Chief Executive of the U.K. Financial Conduct Authority (FCA), which regulates LIBOR, announced that the
FCA will no longer persuade or compel banks to submit rates for the calculation of LIBOR (which includes the three-month USD LIBOR
rate) after 2021. Such announcement indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed
after 2021. Notwithstanding the foregoing, it appears highly likely that LIBOR will be discontinued or modified by 2021. It is not possible to
predict the effect that this announcement or any such discontinuance will have on the three-month USD LIBOR rate or your notes. If the
calculation agent determines on the relevant interest determination date that the LIBOR base rate has been discontinued, then the
calculation agent will use a substitute or successor base rate that it has determined in its sole discretion is most comparable to the LIBOR
base rate, provided that if the calculation agent determines there is an industry-accepted successor base rate, then the calculation agent
shall use such successor base rate. If the calculation agent has determined a substitute or successor base rate in accordance with the
foregoing, the calculation agent in its sole discretion may determine the business day convention, the definition of business day and the
interest determination date to be used and any other relevant methodology for calculating such substitute or successor base rate, including
any adjustment factor needed to make such substitute or successor base rate comparable to the LIBOR base rate, in a manner that is
consistent with industry-accepted practices for such substitute or successor base rate. See "Specific Terms of The Notes--Determination
of Interest Rate During the Floating Rate Period" on page S-6.
Regulation and Reform of Interest Rate, Equity and Other "Benchmarks", Including LIBOR, May Cause such "Benchmarks" to
Perform Differently Than in the Past, to Disappear Entirely or to Have Other Consequences Which Cannot be Predicted.
LIBOR and other interest rate, equity, foreign exchange rate and other types of indices which are deemed to be "benchmarks" are
the subject of recent international, national and other regulatory guid-

S-7
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Table of Contents
ance and proposals for reform. Some of these reforms are already effective while others are still to be implemented. These reforms may
cause such "benchmarks" to perform differently than in the past, or to disappear entirely, or have other consequences which cannot be
predicted. Any such consequence could have a material adverse effect on your notes.
Any of the international, national or other proposals for reform or the general increased regulatory scrutiny of "benchmarks" could
increase the costs and risks of administering or otherwise participating in the setting of a "benchmark" and complying with any such
regulations or requirements. Such factors may have the effect of discouraging market participants from continuing to administer or
contribute to certain "benchmarks", trigger changes in the rules or methodologies used in certain "benchmarks" or lead to the
disappearance of certain "benchmarks". The disappearance of a "benchmark" or changes in the manner of administration of a "benchmark"
could result in discretionary valuation by the calculation agent or other consequence in relation to your notes. Any such consequence
could have a material adverse effect on the value of and return on your notes.
Addit iona l I nform a t ion About t he N ot e s
Make-Whole Redemption
For purposes of the "make-whole" redemption provision described under "Make-Whole Redemption" above, the "treasury rate" will
be:

· the yield, under the heading which represents the average for the week immediately 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 October 31, 2021 (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 will be determined and the
treasury rate will 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 week 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 will be calculated on the third business day preceding the redemption date.
We will initially 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 will appoint another primary U.S. Government
securities dealer as our quotation agent.
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 October 31,
2021 (rather than the stated maturity date).
The "comparable treasury price", with respect to any redemption date, will 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 all such
quotations.

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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" will 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
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PROSPECTUS SUPPLEMENT DATED OCTOBER 24, 2017
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 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 follows, 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

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.
The day count convention during the Floating Rate Period is Actual/360 (ISDA), and the factor is the actual number of days in the
interest period divided by 360, as described in Section 4.16(e) of the 2006 ISDA Definitions published by the International Swaps and
Derivatives Association, without regard to any subsequent amendments or supplements.
The Calculation Agent Will Have the Authority to Make Determinations That Could Affect the Market Value of Your Notes
We have appointed Goldman Sachs & Co. LLC as the calculation agent for the notes. As calculation agent for your notes, Goldman
Sachs & Co. LLC will make determinations with respect to the notes as specified in this prospectus supplement and in the accompanying
prospectus dated July 10, 2017 and may have discretion in calculating the amounts payable in respect of the notes. If Goldman Sachs &
Co. LLC determines that the LIBOR base rate has been discontinued, it will use a substitute

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or successor base rate that it has determined in its sole discretion is most comparable to the LIBOR base rate and may also determine the
business day convention, the definition of business day and the interest determination date to be used and any other relevant methodology
for calculating such substitute or successor base rate, including any adjustment factor needed to make such substitute or successor base
rate comparable to the LIBOR base rate, in a manner that is consistent with industry-accepted practices for such substitute or successor
base rate. The exercise of this discretion by Goldman Sachs & Co. LLC could adversely affect the value of your notes and may present
Goldman Sachs & Co. LLC with a conflict of interest. We may change the calculation agent at any time without notice, and Goldman
Sachs & Co. LLC may resign as calculation agent at any time upon 60 days' written notice to The Goldman Sachs Group, Inc.
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? -- Holder's
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.
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PROSPECTUS SUPPLEMENT DATED OCTOBER 24, 2017
U nit e d St a t e s Fe de ra l I nc om e T a x Conse que nc e s
Your notes will be treated as variable rate debt securities for United States Federal income tax purposes as described under "United
States Taxation -- Taxation of Debt Securities -- United States Holders -- Variable Rate Debt Securities" in the accompanying
prospectus. In addition, we have determined that the notes should not be treated as issued with original issue discount for United States
Federal income tax purposes.
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.

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EM PLOY EE RET I REM EN T I N COM E SECU RI T Y 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, with respect to a governmental plan, under any similar applicable law or regulation) with respect
to the purchaser or holder in connection with such person's 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 neither The Goldman Sachs
Group, Inc. nor any of its affiliates has provided investment advice in connection with such person's acquisition, disposition or holding of
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.

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V ALI DI T Y OF T H E N OT ES
The validity of the notes will be passed upon for the underwriters 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
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PROSPECTUS SUPPLEMENT DATED OCTOBER 24, 2017
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.
EX PERT S
The financial statements and management's assessment of the effectiveness of internal control over financial reporting (which is
included in Management's Report on Internal Control over Financial Reporting) of The Goldman Sachs Group, Inc. incorporated in this
prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December 31, 2016 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 and for
the years ended December 31, 2016, December 31, 2015, December 31, 2014, December 31, 2013 and December 31, 2012 incorporated
in this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December 31, 2016 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.
REV I EW OF U N AU DI T ED CON DEN SED CON SOLI DAT ED FI N AN CI AL
ST AT EM EN T S BY I N DEPEN DEN T REGI ST ERED PU BLI C ACCOU N T I N G FI RM
With respect to the unaudited condensed consolidated financial statements of The Goldman Sachs Group, Inc. for (i) the three month
periods ended March 31, 2017 and 2016 and (ii) the three month and six month periods ended June 30, 2017 and 2016, incorporated by
reference in this prospectus supplement, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance
with professional standards for a review of such information. However, their separate reports dated (i) May 3, 2017 and (ii) August 3, 2017
incorporated by reference in this prospectus supplement state 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 reports 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 reports on the unaudited condensed consolidated financial statements because those
reports are 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.

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U N DERWRI T I N G
We and the underwriters named below have entered into an underwriting 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:

Principal Amount
Underwriters

of Notes

Goldman Sachs & Co. LLC

$
2,535,000,000
ABN AMRO Securities (USA) LLC


32,500,000
ANZ Securities, Inc.


32,500,000
BB&T Capital Markets, a division of BB&T Securities, LLC


32,500,000
Capital One Securities, Inc.


32,500,000
Commonwealth Bank of Australia


32,500,000
Credit Agricole Securities (USA) Inc.


32,500,000
ING Financial Markets LLC


32,500,000
KeyBanc Capital Markets Inc.


32,500,000
Lloyds Securities Inc.


32,500,000
Mizuho Securities USA LLC


32,500,000
Natixis Securities Americas LLC


32,500,000
PNC Capital Markets LLC


32,500,000
RBS Securities Inc.


32,500,000
Regions Securities LLC


32,500,000
Santander Investment Securities Inc.


32,500,000
SMBC Nikko Securities America, Inc.


32,500,000
SunTrust Robinson Humphrey, Inc.


32,500,000
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