Obbligazione Goldman Sachs 2.905% ( US38141GWM22 ) in USD

Goldman Sachs

100 USD ▼

Stati Uniti

US38141GWM22 ( in USD )

2.905% per anno ( pagato 2 volte l'anno)

24/07/2023 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Goldman Sachs US38141GWM22 in USD 2.905%, scaduta

2 000 USD

2 250 000 000 USD

38141GWM2

BBB+ ( Lower medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

Goldman Sachs è una banca d'investimento multinazionale americana che offre servizi di investimento bancario, gestione patrimoniale e trading a clienti istituzionali e privati.

The Obbligazione issued by Goldman Sachs ( United States ) , in USD, with the ISIN code US38141GWM22, pays a coupon of 2.905% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 24/07/2023

The Obbligazione issued by Goldman Sachs ( United States ) , in USD, with the ISIN code US38141GWM22, was rated A2 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Goldman Sachs ( United States ) , in USD, with the ISIN code US38141GWM22, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Prospectus Supplement July 2017 FXD FRN due 2023
424B2 1 d380745d424b2.htm PROSPECTUS SUPPLEMENT JULY 2017 FXD FRN DUE 2023
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-219206
Prospectus Supplement to Prospectus dated July 10, 2017.

$2,250,000,000
T he Goldm a n Sa c hs Group, I nc .
2.905% Fixed/Floating Rate Notes due 2023

The Goldman Sachs Group, Inc. will pay interest on the notes to but excluding July 24, 2022 (the "Fixed Rate Period"), at a
fixed rate per annum of 2.905%, payable semi-annually on January 24 and July 24 of each year, commencing on January 24,
2018. From and including July 24, 2022 to but excluding July 24, 2023 (the "Floating Rate Period"), the notes will bear interest at a
rate per annum of three-month LIBOR plus 0.99%, to be reset and payable quarterly on January 24, April 24, July 24 and October
24 of each year, beginning October 24, 2022 until July 24, 2023. The notes will mature on the stated maturity date, July 24, 2023,
and interest for the final period will accrue to and be paid on such maturity date.
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 January 24, 2018, and to, but excluding, July 24, 2022, at the greater of par or a
"make-whole" price calculated as described herein, and (ii) on July 24, 2022 and January 24, 2023, 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%
$2,250,000,000
Underwriting discount

0.350%
$
7,875,000
Proceeds, before expenses, to The Goldman Sachs Group, Inc.

99.650%
$2,242,125,000

The initial price to public set forth above does not include accrued interest, if any. Interest on the notes will accrue from July
24, 2017 and must be paid by the purchaser if the notes are delivered after July 24, 2017.

The underwriters expect to deliver the notes through the facilities of The Depository Trust Company against payment in New
York, New York on July 24, 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

BB& T Ca pit a l M a rk e t s

BBV A Se c urit ie s
BM O Ca pit a l M a rk e t s

BN Y M e llon Ca pit a l M a rk e t s, LLC
Ca pit a l One Se c urit ie s

I N G
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Prospectus Supplement July 2017 FXD FRN due 2023
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

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

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

Sa nt a nde r
Sc ot ia ba nk

SM BC N ik k o
SunT rust Robinson H um phre y

T D Se c urit ie s
U niCre dit Ca pit a l M a rk e t s

U S Ba nc orp
Ac a de m y Se c urit ie s

Dre x e l H a m ilt on
M isc hle r Fina nc ia l Group, I nc .

T he Willia m s Ca pit a l Group, L.P.

Prospectus Supplement dated July 19, 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-10
Validity of the Notes
S-11
Experts
S-11
Review of Unaudited Condensed Consolidated Financial Statements by Independent Registered Public Accounting Firm S-11
Underwriting
S-12
Conflicts of Interest
S-15

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.
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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 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: 2.905% Fixed/Floating Rate Notes due 2023

· 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: $2,250,000,000

· 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 : July 24, 2017

· St a t e d m a t urit y: July 24, 2023

· I nt e re st ra t e :

· During the Fixed Rate Period (July 24, 2017 to but excluding July 24, 2022): 2.905%

· During the Floating Rate Period (July 24, 2022 to but excluding July 24, 2023): Base Rate plus the Spread

· Da t e int e re st st a rt s a c c ruing: July 24, 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"

· I nde x m a t urit y: Three-month

· I nde x c urre nc y: U.S. dollar

· Spre a d: 0.99% 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 July 24, 2022, as determined by the
calculation agent as described below under "-- Determination of Interest Rate During the Floating Rate Period"

S-3
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· 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 July 24, 2022 to, but excluding, the interest reset date on October 24, 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
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scheduled for April 24, 2023 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 24, April 24, July 24 and October 24, commencing on July 24, 2022

· 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 January 24 and July 24, beginning on January 24, 2018 and ending on July 24,

2022

· During the Floating Rate Period: Every January 24, April 24, July 24 and October 24, beginning on October 24, 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"

· 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 July 24, 2022 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.

S-4
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· 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
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 July
19, 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 January 24, 2018 (or, if any additional notes
are issued after July 24, 2017, beginning six months after the last issue date for such additional notes), and to, but excluding,
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July 24, 2022, 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 July 24, 2022 (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 July 24, 2022 and January 24, 2023, 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.
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.: 38141GWM2

· I SI N N o.: US38141GWM22

· 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.

S-5
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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 rate described above does not so appear on the Reuters screen LIBOR01 (or any successor or replacement 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 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

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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
Please refer to the discussion under "Considerations Relating to Floating Rate Securities" in the accompanying prospectus for
a description of the considerations relating to LIBOR.

S-6
Table of Contents
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 July 24, 2022 (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 July 24, 2022 (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.
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.
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Prospectus Supplement July 2017 FXD FRN due 2023
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
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

S-7
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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.
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. 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.

S-8
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Table of Contents
Our Relationship With the Trustee
An affiliate of the trustee under our senior debt indenture is acting as an underwriter in this offering. For additional information,
see "Description of Debt Securities We May Offer -- Our Relationship With the Trustee" in the accompanying prospectus.
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 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 the three
month periods ended March 31, 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 report dated May 3, 2017 incorporated by reference in this prospectus supplement states that they did not
audit and they do not express an opinion on that unaudited condensed consolidated financial information. Accordingly, the degree
of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied.
PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their report on
the unaudited condensed consolidated financial statements because that report is not a "report" or a "part" of the registration
statements prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Securities Act of
1933.

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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

$1,755,000,000
BB&T Capital Markets, a division of BB&T Securities, LLC

22,500,000
BBVA Securities Inc.

22,500,000
BMO Capital Markets Corp.

22,500,000
BNY Mellon Capital Markets, LLC

22,500,000
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Prospectus Supplement July 2017 FXD FRN due 2023
Capital One Securities, Inc.

22,500,000
ING Financial Markets LLC

22,500,000
KeyBanc Capital Markets Inc.

22,500,000
Lloyds Securities Inc.

22,500,000
Mizuho Securities USA LLC

22,500,000
PNC Capital Markets LLC

22,500,000
Rabo Securities USA, Inc.

22,500,000
RBC Capital Markets, LLC

22,500,000
Regions Securities LLC

22,500,000
Santander Investment Securities Inc.

22,500,000
Scotia Capital (USA) Inc.

22,500,000
SMBC Nikko Securities America, Inc.

22,500,000
SunTrust Robinson Humphrey, Inc.

22,500,000
TD Securities (USA) LLC

22,500,000
UniCredit Capital Markets LLC

22,500,000
U.S. Bancorp Investments, Inc.

22,500,000
Academy Securities, Inc.

11,250,000
Drexel Hamilton, LLC

11,250,000
Mischler Financial Group, Inc.

11,250,000
The Williams Capital Group, L.P.

11,250,000

Total

$2,250,000,000

The underwriters are committed to take and pay for all of the notes being offered, if any are taken.
The following table shows the per note and total underwriting discounts and commissions to be paid to the underwriters by us.

Per $1,000 note

$
3.50
Total

$ 7,875,000
The 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
prospectus supplement. Any notes sold by the underwriters to securities dealers may be sold at a discount from the initial price to
public of up to 0.210% of the principal amount of the notes. Any such securities dealers may resell any notes purchased from the
underwriters to certain other brokers or dealers at a discount from the initial price to public of up to 0.100% of the principal amount
of the notes. If all the notes are not sold at the initial price to public, the underwriters may change the initial price to public and the
other selling terms. The offering of the notes by the underwriters is subject to their receipt and acceptance of the notes and subject
to their right to reject any order in whole or in part.
The underwriters intend to offer the notes for sale in the United States either directly or through affiliates or other dealers
acting as selling agents. The underwriters may also offer the notes for sale outside the United States either directly or through
affiliates or other dealers acting as selling agents.

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This prospectus supplement may be used by the underwriters and other dealers in connection with offers and sales of notes made
in the United States, including offers and sales in the United States of notes initially sold outside the United States. The notes have
not been, and will not be, registered under the Securities Act of 1933 for the purpose of offers or sales outside the United States.
The notes are a new issue of securities with no established trading market. We have been advised by Goldman Sachs & Co.
LLC and Goldman Sachs International that they intend to make a market in the notes. Other affiliates of The Goldman Sachs
Group, Inc. may also do so. Neither Goldman Sachs & Co. LLC or Goldman Sachs International nor any other affiliate, however, is
obligated to do so and any of them may discontinue market-making at any time without notice. No assurance can be given as to the
liquidity or the trading market for the notes.
Please note that the information about the original issue date, original price to public and net proceeds to The Goldman Sachs
Group, Inc. on the front cover page relates only to the initial sale of the notes. If you have purchased a note in a market-making
transaction after the initial sale, information about the price and date of sale to you will be provided in a separate confirmation of
sale.
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 Financial Industry Regulatory Authority, Inc. ("FINRA") member
broker-dealers, as permitted by FINRA regulations.
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