Obligation Goldman Sachs 0.596% ( US38147QXX95 ) en USD

Goldman Sachs

100 % ▲

Etas-Unis

US38147QXX95 ( en USD )

0.596% par an ( paiement semestriel )

31/03/2025

Prospectus brochure de l'obligation Goldman Sachs US38147QXX95 en USD 0.596%, échéance 31/03/2025

1 000 USD

7 200 000 USD

38147QXX9

BBB+ ( Qualité moyenne inférieure )

A2 ( Qualité moyenne supérieure )

01/04/2025 ( Dans 37 jours )

Goldman Sachs est une banque d'investissement multinationale américaine offrant des services financiers tels que la banque d'investissement, la gestion d'actifs, la gestion de patrimoine et la vente et négociation de titres.

L'obligation Goldman Sachs (US38147QXX95, CUSIP 38147QXX9) émise aux États-Unis, d'un montant total de 7 200 000 USD, avec un prix actuel de marché de 100 %, offre un taux d'intérêt de 0,596 %, une maturité fixée au 31/03/2025, une taille minimale d'achat de 1 000 USD, une fréquence de paiement semestrielle, et est notée BBB+ par Standard & Poors et A2 par Moody's.

Prospectus Supplement No. 3648 dated March 27, 2015
424B2 1 d899572d424b2.htm PROSPECTUS SUPPLEMENT NO. 3648 DATED MARCH 27, 2015
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-198735
The Goldman Sachs Group, Inc.
$7,200,000
Fixed and Floating Rate Notes due 2025

We will pay a fixed rate of interest at a rate of 3.50% per annum quarterly on March 31, June 30, September 30 and December 31 of each
year, commencing on June 30, 2015 to, and including, March 31, 2018. After March 31, 2018, interest will be payable quarterly on
March 31, June 30, September 30 and December 31 of each year, commencing on June 30, 2018 to, and including, the stated maturity date
(March 31, 2025) at a floating rate equal to the product of the then-applicable 10-year CMS rate times 0.94, subject to the minimum interest rate of
0.00% per annum. The notes will mature on the stated maturity date. On the stated maturity date, you will receive $1,000, plus any accrued and
unpaid interest, for each $1,000 of the face amount of your notes.
The interest on your notes for each quarterly interest period commencing on or after March 31, 2018 will be a rate equal to the product of the
then-applicable 10-year CMS rate times 0.94, determined on the relevant interest determination date, subject to the minimum interest rate.
Your investment in the notes involves certain risks, including, among other things, our credit risk. See page S-5.
You should read the additional disclosure herein so that you may better understand the terms and risks of your investment.
The estimated value of your notes at the time the terms of your notes were set on the trade date (as determined by reference to pricing
models used by Goldman, Sachs & Co. and taking into account our credit spreads) was equal to approximately $969 per $1,000 face amount
for the $2,200,000 face amount of notes that traded on March 26, 2015 and approximately $968 per $1,000 face amount for the $5,000,000 face
amount of notes that traded on March 27, 2015, which in each case is less than the original issue price. The value of your notes at any time
will reflect many factors and cannot be predicted.

Original issue date:
March 31, 2015
Original issue price:
100.00% of the face amount
Underwriting discount:
1.95% of the face amount
Net proceeds to the issuer:
98.05% of the face amount
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or
passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. 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.
Goldman, Sachs & Co.
Prospectus Supplement No. 3648 dated March 27, 2015.
Table of Contents
The issue price, underwriting discount and net proceeds listed on the cover page hereof relate to the notes we sell initially. We may decide to
sell additional notes after the date of this prospectus supplement, at issue prices and with underwriting discounts and net proceeds that differ from
the amounts set forth above. The return (whether positive or negative) on your investment in notes will depend in part on the issue price you pay
for such notes.
Goldman Sachs may use this prospectus in the initial sale of the offered notes. In addition, Goldman, Sachs & Co., or any other affiliate of
Goldman Sachs may use this prospectus in a market-making transaction in a note after its initial sale. Unless Goldman Sachs or its agent informs
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Prospectus Supplement No. 3648 dated March 27, 2015
the purchaser otherwise in the confirmation of sale, this prospectus is being used in a market-making transaction.

About Your Prospectus

The notes are part of the Medium-Term Notes, Series D program of The Goldman Sachs Group, Inc. This prospectus includes this prospectus
supplement and the accompanying documents listed below. This prospectus supplement constitutes a supplement to the documents listed
below and should be read in conjunction with such documents:

· Prospectus supplement dated September 15, 2014

· Prospectus dated September 15, 2014

The information in this prospectus supplement supersedes any conflicting information in the documents listed above. In addition, some of the
terms or features described in the listed documents may not apply to your notes.
Table of Contents
SPECIFIC TERMS OF YOUR NOTES

We refer to the notes we are offering by this prospectus supplement as the "offered notes" or the "notes". Please note that in 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, while references to "Goldman Sachs" mean The Goldman Sachs Group, Inc.,
together with its consolidated subsidiaries. Also, references to the "accompanying prospectus" mean the accompanying prospectus, dated
September 15, 2014, as supplemented by the accompanying prospectus supplement, dated September 15, 2014, relating to Medium-Term
Notes, Series D, of The Goldman Sachs Group, Inc. Please note that in this section entitled "Specific Terms of Your Notes", references to
"holders" mean those who own notes registered in their own names, on the books that we or the trustee maintain for this purpose, and not
those who own beneficial interests in notes registered in street name or in notes issued in book-entry form through The Depository Trust
Company. Please review the special considerations that apply to owners of beneficial interests in the accompanying prospectus, under
"Legal Ownership and Book-Entry Issuance". References to the "indenture" in this prospectus supplement mean the senior debt
indenture, dated July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee.
Key Terms
Issuer: The Goldman Sachs Group, Inc.
Specified currency: U.S. dollars ("$")
Denominations: $1,000 or integral multiples of $1,000 in excess thereof
Face amount: each note will have a face amount equal to $1,000, or integral multiples of $1,000 in excess thereof; $7,200,000 in the aggregate for
all the offered notes; the aggregate face amount of the offered notes may be increased if the issuer, at its sole option, decides to sell an additional
amount of the offered notes on a date subsequent to the date of this prospectus supplement
Stated maturity date: March 31, 2025
Trade date: March 26, 2015 with respect to $2,200,000 face amount of notes and March 27, 2015 with respect to $5,000,000 face amount of
notes; the notes that traded on March 27, 2015 have the same CUSIP and ISIN numbers as the notes that traded on March 26, 2015
Original issue date (settlement date): March 31, 2015
Form of Notes: global form only
Supplemental discussion of U.S. federal income tax consequences: The notes will be treated as variable rate debt instruments for U.S. federal
income tax purposes. Under this characterization, it is the opinion of Sidley Austin LLP that you should include the amounts treated as qualified
stated interest in ordinary income at the time you receive or accrue such payments, depending on your regular method of accounting for tax
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Prospectus Supplement No. 3648 dated March 27, 2015
purposes. In addition, you should be required to include any original issue discount in ordinary income as such original issue discount accrues,
regardless of your method of accounting for tax purposes. Any gain or loss you recognize upon the sale, exchange or maturity of your notes should
be capital gain or loss. Please see "Supplemental Discussion of Federal Income Tax Consequences" below for a more detailed discussion.
Fixed interest rate: for the fixed rate interest periods, interest on the notes will be 3.50% per annum
Fixed rate interest payment dates: March 31, June 30, September 30 and December 31 of each year, commencing on June 30, 2015 to, and
including, March 31, 2018
Fixed rate interest periods: quarterly; the periods from and including a fixed rate interest payment date (or the original issue date, in the case of
the first fixed rate interest period) to but excluding the following fixed rate interest payment date
Floating interest rate: for the floating rate interest periods commencing on or after March 31, 2018 to, but excluding, the stated maturity date, a
rate per annum equal to the product of the base rate times 0.94, determined on the relevant interest determination date, subject to the minimum
interest rate
Base rate for the floating rate interest periods: 10-year CMS rate (as described under "Historical 10-Year CMS Rates" below and in the
accompanying prospectus supplement under "Description of the Notes We May Offer Interest Rates CMS Rate Notes")

S-2
Table of Contents
Index maturity: 10 years
Minimum interest rate: 0.00% per annum
Floating rate interest payment dates: March 31, June 30, September 30 and December 31 of each year, commencing on June 30, 2018, to, and
including, the stated maturity date, subject to adjustments as described elsewhere in the prospectus supplement
Floating rate interest periods: quarterly; the periods from and including a floating rate interest payment date (or the final fixed rate interest
payment date, in the case of the first floating rate interest period) to but excluding the next succeeding floating rate interest payment date (or the
stated maturity date, in the case of the final floating rate interest period)
Interest determination dates: for each floating rate interest period, the second U.S. Government securities business day preceding the floating
rate interest reset date
Business day convention: following unadjusted; applicable to interest payment dates and floating rate interest reset dates
Floating rate interest reset dates: every March 31, June 30, September 30 and December 31 of each year, commencing on March 31, 2018
Day count convention: 30/360 (ISDA)
Regular record dates: the day immediately prior to the day on which the interest payment is to be made (as such payment day may be adjusted
under the applicable business day convention)
No listing: the notes will not be listed or displayed on any securities exchange or interdealer market quotation system
No redemption: the notes will not be subject to redemption right or price dependent redemption right
Business Day: New York business day.
Defeasance applies as follows:

·
full defeasance: no

·
covenant defeasance: no
Calculation agent: Goldman, Sachs & Co.
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Prospectus Supplement No. 3648 dated March 27, 2015
CUSIP no.: 38147QXX9
ISIN no.: US38147QXX95
FDIC: the notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency; nor are
they obligations of, or guaranteed by, a bank

S-3
Table of Contents
HYPOTHETICAL EXAMPLES
The following table is provided for purposes of illustration only. It should not be taken as an indication or prediction of future investment
results and is intended merely to illustrate the method we will use to calculate the amount of interest accrued during each interest period following
the twelfth interest period.
The table below is based on 10-year CMS rates that are entirely hypothetical; no one can predict what the 10-year CMS rate will be on any
day during the floating rate interest periods, and no one can predict the interest that will accrue on your notes in any floating rate interest period.
For these reasons, the actual 10-year CMS rates during the floating rate interest periods, as well as the interest payable on each floating rate
interest payment date, may bear little relation to the hypothetical table shown below or to the historical 10-year CMS rates shown elsewhere in this
prospectus supplement. For information about the 10-year CMS rates during recent periods, see "Historical 10-year CMS Rates" on page S-10.
Before investing in the offered notes, you should consult publicly available information to determine the 10-year CMS rates between the date of
this prospectus supplement and the date of your purchase of the offered notes.
The following table illustrates the method we will use to calculate the interest rate at which interest will accrue on each day included in each
floating rate interest period, subject to the key terms and assumptions below.
The percentage amounts in the left column of the table below represent hypothetical 10-year CMS rates on a given floating rate interest
determination date. The right column of the table below represent the hypothetical interest, as a percentage of the face amount of each note, that
would be payable on a given floating rate interest payment date, based on the corresponding hypothetical 10-year CMS rate. The information in the
table also reflects the key terms and assumptions in the box below.

Key Terms and Assumption
Face amount

$1,000
Minimum interest rate

0.00% per annum
Also, the hypothetical examples shown below do not take into account the effects of applicable taxes.

Hypothetical interest amount payable on a floating rate
Hypothetical 10-Year CMS Rate

interest payment date
-3.00%

0.000%*
-0.00%

0.000%*
-1.00%

0.000%*
0.00%

0.000%
0.25%

0.235%
1.05%

0.987%
0.90%

0.846%
1.00%

0.940%
2.35%

2.209%
3.00%

2.820%
4.00%

3.760%
5.50%

5.170%
7.00%

6.580%

* Interest is floored at the minimum interest rate of 0.00% per annum for the floating rate interest payment dates.
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Prospectus Supplement No. 3648 dated March 27, 2015
Payments on the notes are economically equivalent to the amounts that would be paid on a combination of other instruments. For example,
payments on the notes are economically equivalent to the amounts that would be paid on a combination of an interest-bearing bond bought, and an
option bought, by the holder (with an implicit option premium paid over time by the holder). The discussion in this paragraph does not modify or
affect the terms of the notes or the United States income tax treatment of the notes, as described elsewhere in this prospectus supplement.

We cannot predict the actual 10-year CMS rate on any day or the market value of your notes, nor can we predict the relationship between
the 10-year CMS rate and the market value of your notes at any time prior to the stated maturity date. The actual interest payment that a holder
of the offered notes will receive on each floating rate interest payment date and the rate of return on the offered notes will depend on the actual
10-year CMS rates determined by the calculation agent over the life of your notes. Moreover, the assumptions on which the hypothetical table is
based may turn out to be inaccurate. Consequently, the interest amount to be paid in respect of your notes on each floating rate interest
payment date may be very different from the information reflected in the table above.

S-4
Table of Contents
ADDITIONAL RISK FACTORS SPECIFIC TO YOUR NOTES

An investment in your notes is subject to the risks described below, as well as the risks and considerations described in the accompanying
prospectus dated September 15, 2014 and in the accompanying prospectus supplement dated September 15, 2014. Your notes are a riskier
investment than ordinary debt securities. You should carefully review these risks and considerations as well as the terms of the notes described
herein and in the accompanying prospectus, dated September 15, 2014, as supplemented by the accompanying prospectus supplement, dated
September 15, 2014, of The Goldman Sachs Group, Inc. Your notes are a riskier investment than ordinary debt securities. You should carefully
consider whether the offered notes are suited to your particular circumstances.
The Estimated Value of Your Notes At the Time the Terms of Your Notes Were Set On the Trade Date (as Determined By Reference to
Pricing Models Used By Goldman, Sachs & Co.) Was Less Than the Original Issue Price Of Your Notes
The original issue price for your notes exceeds the estimated value of your notes as of the time the terms of your notes were set on the trade
date, as determined by reference to Goldman, Sachs & Co.'s pricing models and taking into account our credit spreads. Such estimated value on the
trade date is set forth on the cover of this prospectus supplement; after the trade date, the estimated value as determined by reference to these
models will be affected by changes in market conditions, our creditworthiness and other relevant factors. If Goldman, Sachs & Co. buys or sells
your notes (if Goldman, Sachs & Co. makes a market, which it is not obligated to do) it will do so at prices that reflect the estimated value
determined by reference to such pricing models at that time. The price at which Goldman, Sachs & Co. will buy or sell your notes at any time also
will reflect its then current bid and ask spread for similar sized trades of structured notes.
In estimating the value of your notes as of the time the terms of your notes were set on the trade date, as disclosed on the front cover of this
prospectus supplement, Goldman, Sachs & Co.'s pricing models consider certain variables, including principally our credit spreads, interest rates
(forecasted, current and historical rates), volatility, price-sensitivity analysis and the time to maturity of the notes. These pricing models are
proprietary and rely in part on certain assumptions about future events, which may prove to be incorrect. As a result, the actual value you would
receive if you sold your notes in the secondary market, if any, to others may differ, perhaps materially, from the estimated value of your notes
determined by reference to our models due to, among other things, any differences in pricing models or assumptions used by others. See "-- The
Market Value of Your Notes May Be Influenced by Many Unpredictable Factors" below.
The difference between the estimated value of your notes as of the time the terms of your notes were set on the trade date and the original
issue price is a result of certain factors, including principally the underwriting discount and commissions, the expenses incurred in creating,
documenting and marketing the notes, and an estimate of the difference between the amounts we pay to Goldman, Sachs & Co. and the amounts
Goldman, Sachs & Co. pays to us in connection with your notes. We pay to Goldman, Sachs & Co. amounts based on what we would pay to
holders of a non-structured note with a similar maturity. In return for such payment, Goldman, Sachs & Co. pays to us the amounts we owe under
your notes.
In addition to the factors discussed above, the value and quoted price of your notes at any time will reflect many factors and cannot be
predicted. If Goldman, Sachs & Co. makes a market in the notes, the price quoted by Goldman, Sachs & Co. would reflect any changes in market
conditions and other relevant factors, including any deterioration in our creditworthiness or perceived creditworthiness. These changes may
adversely affect the value of your notes, including the price you may receive for your notes in any market making transaction. To the extent that
Goldman, Sachs & Co. makes a market in the notes, the quoted price will reflect the estimated value determined by reference to Goldman,
Sachs & Co.'s pricing models at that time, plus or minus its then current bid and ask spread for similar sized trades of structured notes.
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Prospectus Supplement No. 3648 dated March 27, 2015
Furthermore, if you sell your notes, you will likely be charged a commission for secondary market transactions, or the price will likely reflect
a dealer discount. This commission or discount will further reduce the proceeds you would receive for your notes in a secondary market sale.
There is no assurance that Goldman, Sachs & Co. or any other party will be willing to purchase your notes at any price and, in this regard,
Goldman, Sachs & Co. is not obligated to make a market in the notes. See "-- Your Notes May Not Have an Active Trading Market" below.
The Notes Are Subject to the Credit Risk of the Issuer
Although the return on the notes will be based in part on the performance of the 10-year CMS rate, the payment of any amount due on the
notes is subject to our credit risk. The notes are our unsecured obligations. Investors are dependent on our ability to pay all amounts due on the
notes, and therefore investors are subject to our credit risk and to changes in the market's view of our creditworthiness. See "Description of the
Notes We May Offer -- Information About

S-5
Table of Contents
Our Medium-Term Notes, Series D Program -- How the Notes Rank Against Other Debt" on page S-4 of the accompanying prospectus
supplement.
We May Sell an Additional Aggregate Face Amount of the Notes at a Different Issue Price
At our sole option, we may decide to sell an additional aggregate face amount of the notes subsequent to the date of this prospectus
supplement. The issue price of the notes in the subsequent sale may differ substantially (higher or lower) from the issue price you paid as provided
on the cover of this prospectus supplement.
The Amount of Interest Payable on Your Notes Will Not Be Affected by the 10-Year CMS Rate on Any Day Other Than an Interest
Determination Date
For each interest period after the first twelve interest periods, the amount of interest payable on each floating rate interest payment date is
calculated based on the product of the 10-year CMS rate on the applicable interest determination date times 0.94. Although the actual 10-year CMS
rate on a floating rate interest payment date or at other times during a floating rate interest period may be higher than the 10-year CMS rate on the
applicable interest determination date, you will not benefit from the 10-year CMS rate at any time other than on the interest determination date for
such floating rate interest period.
Recent Regulatory Investigations Regarding Potential Manipulation of ISDAfix May Adversely Affect Your Notes
It has been reported that the U.K. Financial Conduct Authority and the U.S. Commodity Futures Trading Commission are working together
to investigate potential manipulation of ISDAfix. If such manipulation occurred, it may have resulted in the 10-year CMS rate being artificially
lower (or higher) than it would otherwise have been. Any changes or reforms affecting the determination or supervision of ISDAfix in light of
these investigations may result in a sudden or prolonged increase or decrease in reported ISDAfix, which could have an adverse impact on the
trading market for ISDAfix-benchmarked securities such as your notes, the value of your notes and any payments on your notes.
The Historical Levels of the 10-Year CMS Rate Are Not an Indication of the Future Levels of the 10-Year CMS Rate
In the past, the level of the 10-year CMS rate has experienced significant fluctuations. You should note that historical levels, fluctuations and
trends of the 10-year CMS rate are not necessarily indicative of future levels. Any historical upward or downward trend in the 10-year CMS rate is
not an indication that the 10-year CMS rate is more or less likely to increase or decrease at any time during an interest period, and you should not
take the historical levels of the 10-year CMS rate as an indication of its future performance.
If You Purchase Your Notes at a Premium to Face Amount, the Return on Your Investment Will Be Lower Than the Return on Notes
Purchased at Face Amount and the Impact of Certain Key Terms of the Notes Will be Negatively Affected
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Prospectus Supplement No. 3648 dated March 27, 2015
The amount you will be paid for your notes on the stated maturity date will not be adjusted based on the issue price you pay for the notes. If
you purchase notes at a price that differs from the face amount of the notes, then the return on your investment in such notes held to the stated
maturity date will differ from, and may be substantially less than, the return on notes purchased at face amount. If you purchase your notes at a
premium to face amount and hold them to the stated maturity date, the return on your investment in the notes will be lower than it would have been
had you purchased the notes at face amount or a discount to face amount.
The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors
When we refer to the market value of your notes, we mean the value that you could receive for your notes if you chose to sell them in the
open market before the stated maturity date. A number of factors, many of which are beyond our control, will influence the market value of your
notes, including:

·
the 10-year CMS rate;

·
the volatility i.e., the frequency and magnitude of changes in the level of the 10-year CMS rate;

·
economic, financial, regulatory and political, military or other events that affect the level of the 10-year CMS rate generally.

·
interest rate and yield rates in the market;

·
the time remaining until your notes mature; and

·
our creditworthiness, whether actual or perceived, and including actual or anticipated upgrades or downgrades in our credit ratings or

changes in other credit measures.

S-6
Table of Contents
These factors, and many other factors, will influence the price you will receive if you sell your notes before maturity, including the price you
may receive for your notes in any market making transaction. If you sell your notes before maturity, you may receive less than the face amount of
your notes.
You cannot predict the future performance of the 10-year CMS rate based on its historical performance. The actual performance of the 10-
year CMS rate over the life of the offered notes may bear little or no relation to the historical levels of the 10-year CMS rate or to the hypothetical
examples shown elsewhere in this prospectus supplement.
If the 10-Year CMS Rate Changes, the Market Value of Your Notes May Not Change in the Same Manner
The price of your notes may move differently than the 10-year CMS rate. Changes in the 10-year CMS rate may not result in a comparable
change in the market value of your notes. We discuss some of the reasons for this disparity under "-- The Amount of Interest Payable on Your
Notes Will Not Be Affected by the 10-year CMS rate on Any Day Other Than an Interest Determination Date" and "-- The Market Value of Your
Notes May Be Influenced by Many Unpredictable Factors" above.
Anticipated Hedging Activities by Goldman Sachs or Our Distributors May Negatively Impact Investors in the Notes and Cause Our
Interests and Those of Our Clients and Counterparties to be Contrary to Those of Investors in the Notes
Goldman Sachs expects to hedge our obligations under the notes by purchasing futures and/or other instruments linked to 10-year CMS rate.
Goldman Sachs also expects to adjust the hedge by, among other things, purchasing or selling any of the foregoing, and perhaps other instruments
linked to 10-year CMS rate, at any time and from time to time, and to unwind the hedge by selling any of the foregoing on or before the final
interest determination date for your notes. Alternatively, Goldman Sachs may hedge all or part of our obligations under the notes with unaffiliated
distributors of the notes which we expect will undertake similar market activity. Goldman Sachs may also enter into, adjust and unwind hedging
transactions relating to other 10-year CMS rate-linked notes whose returns are linked to 10-year CMS rate.
In addition to entering into such transactions itself, or distributors entering into such transactions, Goldman Sachs may structure such
transactions for its clients or counterparties, or otherwise advise or assist clients or counterparties in entering into such transactions. These activities
may be undertaken to achieve a variety of objectives, including: permitting other purchasers of the notes or other securities to hedge their
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Prospectus Supplement No. 3648 dated March 27, 2015
investment in whole or in part; facilitating transactions for other clients or counterparties that may have business objectives or investment
strategies that are inconsistent with or contrary to those of investors in the notes; hedging the exposure of Goldman Sachs to the notes including
any interest in the notes that it reacquires or retains as part of the offering process, through its market-making activities or otherwise; enabling
Goldman Sachs to comply with its internal risk limits or otherwise manage firmwide, business unit or product risk; and/or enabling Goldman
Sachs to take directional views as to relevant markets on behalf of itself or its clients or counterparties that are inconsistent with or contrary to the
views and objectives of the investors in the notes.
Any of these hedging or other activities may adversely affect the levels of 10-year CMS rate -- and therefore the market value of your notes
and the amount we will pay on your notes at maturity. In addition, you should expect that these transactions will cause Goldman Sachs or its
clients, counterparties or distributors to have economic interests and incentives that do not align with, and that may be directly contrary to, those of
an investor in the notes. Neither Goldman Sachs nor any distributor will have any obligation to take, refrain from taking or cease taking any action
with respect to these transactions based on the potential effect on an investor in the notes, and may receive substantial returns on hedging or other
activities while the value of your notes declines. In addition, if the distributor from which you purchase notes is to conduct hedging activities in
connection with the notes, that distributor may otherwise profit in connection with such hedging activities and such profit, if any, will be in
addition to the compensation that the distributor receives for the sale of the notes to you. You should be aware that the potential to earn fees in
connection with hedging activities may create a further incentive for the distributor to sell the notes to you in addition to the compensation they
would receive for the sale of the notes.
As Calculation Agent, Goldman, Sachs & Co. Will Have the Authority to Make Determinations that Could Affect the Value of Your Notes
and the Amount You May Receive On Any Interest Payment Date
As calculation agent for your notes, Goldman, Sachs & Co. will have discretion in making certain determinations that affect your notes,
including determining the 10-year CMS rate on any interest determination date, which we will use to determine the amount we will pay on any
applicable floating rate interest payment date during the floating rate interest periods. The exercise of this discretion by Goldman, Sachs & Co.
could adversely affect the value of your notes and may present Goldman, Sachs & Co. with a conflict of interest. We may change the calculation
agent at any time without notice and Goldman, Sachs & Co. may resign as calculation agent at any time upon 60 days' written notice to Goldman
Sachs.

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Your Notes May Not Have an Active Trading Market
Your notes will not be listed or displayed on any securities exchange or included in any interdealer market quotation system, and there may
be little or no secondary market for your notes. Even if a secondary market for your notes develops, it may not provide significant liquidity and we
expect that transaction costs in any secondary market would be high. As a result, the difference between bid and asked prices for your notes in any
secondary market could be substantial.
Certain Considerations for Insurance Companies and Employee Benefit Plans
Any insurance company or fiduciary of a pension plan or other employee benefit plan that is subject to the prohibited transaction rules of the
Employee Retirement Income Security Act of 1974, as amended, which we call "ERISA", or the Internal Revenue Code of 1986, as amended,
including an IRA or a Keogh plan (or a governmental plan to which similar prohibitions apply), and that is considering purchasing the offered
notes with the assets of the insurance company or the assets of such a plan, should consult with its counsel regarding whether the purchase or
holding of the offered notes could become a "prohibited transaction" under ERISA, the Internal Revenue Code or any substantially similar
prohibition in light of the representations a purchaser or holder in any of the above categories is deemed to make by purchasing and holding the
offered notes. This is discussed in more detail under "Employee Retirement Income Security Act" below.
You May Be Required to Accrue Interest in Excess of Interest Payments Following the Initial Fixed Rate Interest Periods
Under the rules governing variable rate debt instruments discussed below under "Supplemental Discussion of Federal Income Tax
Consequences", you may be required to accrue an amount of interest in the initial fixed rate interest periods of your note that is less than the stated
interest on your note in such periods. Conversely, you may be required to accrue an amount of interest in the floating rate interest periods of your
note that exceeds the stated interest on your note in such periods.
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Prospectus Supplement No. 3648 dated March 27, 2015
Foreign Account Tax Compliance Act (FATCA) Withholding May Apply to Payments on Your Notes, Including as a Result of the Failure
of the Bank or Broker Through Which You Hold the Notes to Provide Information to Tax Authorities
Please see the discussion under "United States Taxation -- Taxation of Debt Securities -- Foreign Account Tax Compliance Act (FATCA)
Withholding" in the accompanying prospectus for a description of the applicability of FATCA to payments made on your notes.

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USE OF PROCEEDS
We will use the net proceeds we receive from the sale of the offered notes for the purposes we describe in the accompanying prospectus
under "Use of Proceeds".
HEDGING
In anticipation of the sale of the offered notes, we and/or our affiliates have entered into or expect to enter into hedging transactions involving
purchases of instruments linked to the 10-year CMS rate. In addition, from time to time, we and/or our affiliates expect to enter into additional
hedging transactions and to unwind those we have entered into, in connection with the offered notes and perhaps in connection with other notes
we issue, some of which may have returns linked to the 10-year CMS rate. Consequently, with regard to your notes, from time to time, we and/or
our affiliates:

·
expect to acquire or dispose of positions in over-the-counter options, futures or other instruments linked to the 10-year CMS

rate, and/or

·
may take short positions in securities of the kind described above -- i.e., we and/or our affiliates may sell securities of the kind

that we do not own or that we borrow for delivery to purchaser, and/or

·
may take or dispose of positions in interest rate swaps, options swaps and treasury bonds.
We and/or our affiliates may also acquire a long or short position in securities similar to your notes from time to time and may, in our or
their sole discretion, hold or resell those securities.
In the future, we and/or our affiliates expect to close out hedge positions relating to the offered notes and perhaps relating to other notes with
returns linked to the 10-year CMS rate. These steps may also involve sales and/or purchases of some or all of the listed or over-the-counter
options, futures or other instruments linked to the 10-year CMS rate.

The hedging activity discussed above may adversely affect the market value of your notes from time to time and the amount we will pay on
your notes. See "Additional Risk Factors Specific to Your Notes" above for a discussion of these adverse effects.

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HISTORICAL 10-YEAR CMS RATES
In this prospectus supplement, when we refer to the 10-year CMS rate, we mean the rate as it appears on Reuters page ISDAFIX1 (or any
successor or replacement page) under the heading 10-year index maturity for rates at approximately 11:00 a.m. New York time, on each interest
determination date. If the 10-year CMS rate cannot be determined in this manner on the relevant interest determination date, the following
procedures will apply to your notes.

·
The 10-year CMS rate for each interest determination date will be determined on the basis of the mid-market semi-annual swap rate
quotations provided by five leading swap dealers in the New York City interbank market at approximately 11:00 a.m., New York City time,
on the relevant interest determination date. For this purpose, the semi-annual swap rate means the mean of the bid and offered rates for the
semi-annual fixed leg, calculated on a 30/360 day count basis, of a fixed-for-floating U.S. dollar interest rate swap transaction with a term
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Prospectus Supplement No. 3648 dated March 27, 2015
equal to ten years commencing on the floating rate interest reset date, with an acknowledged dealer of good credit in the swap market, where
the floating leg, calculated on an Actual/360 day count basis, is equivalent to LIBOR with a designated maturity of three months, as such rate
may be determined in accordance with the provisions set forth under "Description of Notes We May Offer -- Interest Rates -- LIBOR
Notes" in the accompanying prospectus supplement. The calculation agent will select the five swap dealers in its sole discretion and will
request the principal New York City office of each of those dealers to provide a quotation of its rate.

·
If at least three quotations are provided, the 10-year CMS rate on the relevant interest determination date will be the arithmetic mean of the
quotations described above, eliminating the highest and lowest quotations or, in the event of equality, one of the highest and one of the lowest
quotations.

·
If fewer than three quotations are provided, the calculation agent will determine the 10-year CMS rate in its sole discretion.
The level of the 10-year CMS rate has fluctuated in the past and may, in the future, experience significant fluctuations. Any historical upward
or downward trend in the level of the 10-year CMS rate during any period shown below is not an indication that the 10-year CMS rate is more or
less likely to increase or decrease at any time during the life of your notes. See "Additional Risk Factors Specific to Your Notes -- Recent
Regulatory Attention to the ISDAfix Process" for more information relating to the 10-year CMS rate.
You should not take the historical levels of the 10-year CMS rate as an indication of future levels of the 10-year CMS rates. We
cannot give you any assurance that the future levels of the 10-year CMS rate will result in your receiving a return on your notes that is greater than
the return you would have realized if you invested in a debt security of comparable maturity that bears interest at a prevailing market rate.
In light of current market conditions, the trends reflected in the historical levels of the 10-year CMS rate may be less likely to be indicative of
the levels of the 10-year CMS rate during the floating rate interest periods.
Neither we nor any of our affiliates make any representation to you as to the performance of the 10-year CMS rate during the floating rate
interest periods. The actual levels of the 10-year CMS rate during the floating rate interest periods may bear little relation to the historical levels of
the 10-year CMS rate shown below.
The graph below shows the daily historical last levels of the 10-year CMS rate from March 27, 2005 through March 27, 2015. We obtained
the last levels in the graph below from Reuters, without independent verification.

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