Obligation Goldman Sachs 4.017% ( US38148YAA64 ) en USD

Goldman Sachs

82.9095 % ▼

Etas-Unis

US38148YAA64 ( en USD )

4.017% par an ( paiement semestriel )

31/10/2038

Prospectus brochure de l'obligation Goldman Sachs US38148YAA64 en USD 4.017%, échéance 31/10/2038

2 000 USD

2 500 000 000 USD

38148YAA6

BBB+ ( Qualité moyenne inférieure )

A2 ( Qualité moyenne supérieure )

01/05/2025 ( Dans 67 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 (US38148YAA64, CUSIP 38148YAA6), émise aux États-Unis pour un montant total de 2 500 000 000 USD, avec une taille minimale d'achat de 2 000 USD, offre un taux d'intérêt de 4,017 %, une maturité fixée au 31/10/2038, une fréquence de paiement semestrielle, et est actuellement négociée à 86,69 % de sa valeur nominale, avec des notations S&P de BBB+ et Moody's de A2.

PROSPECTUS SUPPLEMENT DATED OCTOBER 24, 2017
424B2 1 d484793d424b2.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.

$2,500,000,000
T he Goldm a n Sa c hs Group, I nc .

4.017% Fixed/Floating Rate Notes due 2038

The Goldman Sachs Group, Inc. will pay interest on the notes to but excluding October 31, 2037 (the "Fixed Rate Period"), at a fixed rate per annum
of 4.017%, payable semi-annually on April 30 and October 31 of each year, commencing on April 30, 2018. From and including October 31, 2037 to but
excluding October 31, 2038 (the "Floating Rate Period"), the notes will bear interest at a rate per annum of three-month LIBOR plus 1.373%, to be reset
and payable quarterly on January 31, April 30, July 31, and October 31 of each year, beginning January 31, 2038 until October 31, 2038. The notes will
mature on the stated maturity date, October 31, 2038, 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, 2037, at the greater of par or a "make-whole" price calculated as described herein, and (ii) on October 31, 2037 and April
30, 2038, 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%
$ 2,500,000,000
Underwriting discount

0.875%
$
21,875,000
Proceeds, before expenses, to The Goldman Sachs Group, Inc.
99.125%
$ 2,478,125,000

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
SM BC N ik k o

SunT rust Robinson H um phre y
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PROSPECTUS SUPPLEMENT DATED OCTOBER 24, 2017
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 .

R. Se e la us & Co., I nc .

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

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PROSPECTUS SUPPLEMENT DATED OCTOBER 24, 2017
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: 4.017% Fixed/Floating Rate Notes due 2038

· 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: $2,500,000,000

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

· U nde rw rit ing disc ount : 0.875% of the principal amount

· I ssue da t e : October 31, 2017

· St a t e d m a t urit y: October 31, 2038

· I nt e re st ra t e :

· During the Fixed Rate Period (October 31, 2017 to but excluding October 31, 2037): 4.017%

· During the Floating Rate Period (October 31, 2037 to but excluding October 31, 2038): 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 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.

S-3
Table of Contents

· I nde x m a t urit y: Three-month

· I nde x c urre nc y: U.S. dollar

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· Spre a d: 1.373% 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, 2037, as determined by the
calculation 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, 2037 to, but excluding, the interest reset date on January 31, 2038, 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, 2038 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, 2037

· 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,

2037

· During the Floating Rate Period: Every January 31, April 30, July 31, October 31, beginning on January 31, 2038 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 October 31, 2037 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

S-4
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· 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"
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· 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
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, 2037, 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, 2037 (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 20 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, 2037 and April 30, 2038, 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.

S-5
Table of Contents
· Re pa ym e nt a t opt ion of holde r: None

· CU SI P N o.: 38148YAA6

· I SI N N o.: US38148YAA64

· 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.

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· 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
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.

S-6
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·
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
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PROSPECTUS SUPPLEMENT DATED OCTOBER 24, 2017
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 guidance 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

S-7
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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, 2037 (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.
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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, 2037 (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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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 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,
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PROSPECTUS SUPPLEMENT DATED OCTOBER 24, 2017
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 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,

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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.
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
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PROSPECTUS SUPPLEMENT DATED OCTOBER 24, 2017
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 (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
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