Obligation The Goldman Sachs Group Inc 3% ( US38141GWC40 ) en USD

The Goldman Sachs Group Inc

100 % ▲

Etas-Unis

US38141GWC40 ( en USD )

3% par an ( paiement semestriel )

25/04/2022 - Obligation échue

Prospectus brochure de l'obligation The Goldman Sachs Group Inc US38141GWC40 en USD 3%, échue

2 000 USD

3 250 000 000 USD

38141GWC4

BBB+ ( Qualité moyenne inférieure )

A2 ( Qualité moyenne supérieure )

L'Obligation émise par The Goldman Sachs Group Inc ( Etas-Unis ) , en USD, avec le code ISIN US38141GWC40, paye un coupon de 3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 25/04/2022

L'Obligation émise par The Goldman Sachs Group Inc ( Etas-Unis ) , en USD, avec le code ISIN US38141GWC40, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par The Goldman Sachs Group Inc ( Etas-Unis ) , en USD, avec le code ISIN US38141GWC40, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement Dated February 13, 2017
424B2 1 d276847d424b2.htm PROSPECTUS SUPPLEMENT DATED FEBRUARY 13, 2017
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-198735
Prospectus Supplement to Prospectus dated January 6, 2017.

$3,250,000,000*
T he Goldm a n Sa c hs Group, I nc .
3.00% Notes due 2022

The Goldman Sachs Group, Inc. will pay interest on the notes at a rate of 3.00% per annum on April 26 and October 26, of
each year. The first such payment will be made on April 26, 2017. The notes will mature on the stated maturity date, April 26,
2022. 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 August 16, 2017, except for April 26, 2021 and October 26, 2021, at the greater
of par or a "make-whole" price calculated as described herein, and (ii) on each of April 26, 2021 and October 26, 2021 at par, in
each case plus accrued and unpaid interest. See "Specific Terms of the Notes -- Optional Redemption" and "Specific Terms of the
Notes -- Make-Whole Redemption" 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

99.711%
$997,110,000
Underwriting discount

0.350%
$
3,500,000
Proceeds, before expenses, to The Goldman Sachs Group, Inc.

99.361%
$993,610,000

The information set forth in the table above relates to $1,000,000,000 principal amount of the notes being initially offered on
the date of this prospectus supplement, which we refer to as the "reopened notes". The initial price to public above does not
include accrued interest on the reopened notes from January 26, 2017. Such accrued interest to but excluding the date of delivery
must be paid by the purchaser.

*This prospectus supplement relates to $3,250,000,000 aggregate principal amount of the notes. $1,000,000,000 principal
amount of the reopened notes is being initially offered on the date of this prospectus supplement. The underwriters expect to
deliver the reopened notes through the facilities of The Depository Trust Company against payment in New York, New York on
February 16, 2017.
The remaining $2,250,000,000 principal amount of notes described in this prospectus supplement, which we refer to as the
"original notes", was issued on January 26, 2017 at an original issue price of 99.680% per note, or $2,242,800,000 in total, at an
underwriting discount of 0.350% per note, or $7,875,000 in total, and with proceeds, before expenses, to The Goldman Sachs
Group, Inc. of 99.330% per note, or $2,234,925,000 in total.
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. 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.
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Prospectus Supplement Dated February 13, 2017

ABN AM RO

BN Y M e llon Ca pit a l M a rk e t s, LLC
Fift h T hird Se c urit ie s

H unt ingt on I nve st m e nt Com pa ny
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 We st M a rk e t 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
Sa nt a nde r

Sc ot ia ba nk
SM BC N ik k o

St a nda rd Cha rt e re d Ba nk
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
Gre a t Pa c ific Se c urit ie s

Loop Ca pit a l M a rk e t s
M ult i -Ba nk Se c urit ie s, I nc .

T e lse y Advisory Group

Prospectus Supplement dated February 13, 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-7
Validity of the Notes
S-8
Experts
S-8
Review of Unaudited Condensed Consolidated Financial Statements by Independent Registered Public Accounting Firm S-8
Underwriting
S-9
Conflicts of Interest
S-13

Prospectus dated January 6, 2017
Available Information

2
Prospectus Summary

4
Risks Relating to Regulatory Resolution Strategies and Long-Term Debt Requirements

8
Use of Proceeds

12
Description of Debt Securities We May Offer

13
Description of Warrants We May Offer

45
Description of Purchase Contracts We May Offer .

62
Description of Units We May Offer

67
Description of Preferred Stock We May Offer

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

81
Legal Ownership and Book-Entry Issuance

86
Considerations Relating to Floating Rate Securities

91
Considerations Relating to Indexed Securities

93
Considerations Relating to Securities Denominated or Payable in or Linked to a Non-U.S. Dollar Currency

94
United States Taxation

97
Plan of Distribution
121
Conflicts of Interest
124
Employee Retirement Income Security Act
125
Validity of the Securities
126
Experts
126
Review of Unaudited Condensed Consolidated Financial Statements by Independent Registered Public Accounting Firm 127
Cautionary Statement Pursuant to the Private Securities Litigation Reform Act of 1995
127

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
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Prospectus Supplement Dated February 13, 2017
under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus supplement and
the accompanying prospectus is current only as of the respective dates of such documents.
Table of Contents
SPECI FI C T ERM S OF T H E N OT ES

Please note that throughout this prospectus supplement, references to "The Goldman Sachs Group, Inc.", "we", "our" and "us"
mean 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 reopened notes, together with the original notes that were issued on January 26, 2017, have identical terms and,
together, are 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 supplemental 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 January 6, 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: 3.00% Notes due 2022

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

· T ot a l princ ipa l a m ount of t he re ope ne d not e s: $1,000,000,000

· T ot a l a ggre ga t e princ ipa l a m ount of not e s out st a nding upon c om ple t ion of t his offe ring: $3,250,000,000 (of
this total, $2,250,000,000 was issued on January 26, 2017)

· I nit ia l pric e t o public : 99.711% of the principal amount of the reopened notes, plus accrued interest of $1.66667 per $1,000
note from January 26, 2017 (assuming delivery on February 16, 2017)

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

· I ssue da t e : February 16, 2017 (for the reopened notes), January 26, 2017 (for the original notes)

· St a t e d m a t urit y: April 26, 2022

· I nt e re st ra t e : 3.00% per annum

· Da t e int e re st st a rt s a c c ruing: January 26, 2017

· Due da t e s for int e re st : Every April 26 and October 26

· First due da t e for int e re st : April 26, 2017

· 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: 30/360 (ISDA)

· 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

S-3
Table of Contents
· Busine ss da y c onve nt ion: Following unadjusted, as described in the accompanying prospectus under "Description of Debt
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Prospectus Supplement Dated February 13, 2017
Securities We May Offer -- Calculations of Interest on Debt Securities -- Business Day Conventions"

· 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 -- Securities Issued on or After January 1, 2017 under the 2008 Indenture" in the
accompanying prospectus for further details.

· De fe a sa nc e : The notes are subject to defeasance and covenant defeasance by us, as described in the accompanying
prospectus under "Description of Debt Securities We May Offer -- Defeasance and Covenant Defeasance"

· Addit iona l a m ount s: We intend to pay principal and interest without deducting U.S. withholding taxes. If we are required to
deduct U.S. withholding taxes from payment to non-U.S. investors, however, we will pay additional amounts on those payments,
but only to the extent described in the accompanying prospectus under "Description of Debt Securities We May Offer --
Payment of Additional Amounts".

· T a x Re de m pt ion: We will have the option to redeem the notes before they mature (at par plus accrued interest) if we become
obligated to pay additional amounts because of changes in U.S. withholding tax requirements as described in the accompanying
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
January 23, 2017.

· Opt iona l Re de m pt ion: On each of April 26, 2021 and October 26, 2021, 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.

· M a k e -Whole Re de m pt ion: In addition, on or after August 16, 2017 (or, if any additional notes are issued after February 16,
2017, beginning six months after the last issue date for the additional notes), except for April 26, 2021 and October 26, 2021,
we may redeem the notes at our option, in whole at any time or in part from time to time, upon not less than 15 days' nor more
than 60 days' prior written notice, at a redemption price equal to the greater of (1) 100% of the principal amount of the notes to
be redeemed or (2) as determined by the quotation agent described below, the sum of the present values of the remaining
scheduled payments of principal and interest to the stated maturity date on the notes to be redeemed, 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 in the
accompanying prospectus), 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.

S-4
Table of Contents
· 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.: 38141GWC4

· I SI N N o.: US38141GWC40

· 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.
Addit iona l I nform a t ion About t he N ot e s
Make-Whole Redemption
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Prospectus Supplement Dated February 13, 2017
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 designated H.15(519) or any successor publication which is
published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively
traded U.S. Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities", for the

maturity most closely corresponding to the remaining term of the notes to be redeemed, 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. or its successor to act as our quotation agent. However, if Goldman, Sachs &
Co. 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.
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.

S-5
Table of Contents
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.
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.
Our Relationship With the Trustee
An affiliate of the trustee under our senior debt indenture is acting as an underwriter in this offering of the reopened notes,
and acted as underwriter in the offering of the original notes. 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
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. The following supplements the discussion under
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Prospectus Supplement Dated February 13, 2017
"United States Taxation" in the accompanying prospectus and is subject to the limitations and exceptions set forth therein.
If you are a United States holder, you will generally be taxed on interest on the notes as ordinary income at the time you
receive the interest or when it accrues, depending on your method of accounting for tax purposes. However, the portion of the first
interest payment on the reopened notes that represents a return of the pre-issuance accrued interest that purchasers of the
reopened notes paid as part of the issue price of the reopened notes will not be treated as an interest payment for United States
federal income tax purposes, and will accordingly not be includible in income.

S-6
Table of Contents
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 any regulations thereunder) 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 no advice provided by The Goldman Sachs Group, Inc. or any of its affiliates has formed a
primary basis for any investment decision by or on behalf of such purchaser or holder in connection with the notes and the
transactions contemplated with respect to 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.

S-7
Table of Contents
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.
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Prospectus Supplement Dated February 13, 2017
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 internal control over financial reporting (which is included in
Management's Report on Internal Controls 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, 2015 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, 2015, 2014, 2013, 2012 and 2011 incorporated by reference in this prospectus supplement
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, 2016 and 2015, (ii) the three month and six month periods ended June 30, 2016 and 2015 and (iii)
the three month and nine month periods ended September 30, 2016 and 2015, incorporated by reference in this prospectus
supplement, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional
standards for a review of such information. However, their separate reports dated (i) May 5, 2016, (ii) August 3, 2016 and (iii)
November 2, 2016 incorporated by reference in this prospectus supplement state that they did not audit and they do not express
an opinion on that unaudited condensed consolidated financial information. Accordingly, the degree of reliance on their reports on
such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is
not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their reports on the unaudited condensed
consolidated financial statements because those reports are not a "report" or a "part" of the registration statements prepared or
certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Securities Act of 1933.

S-8
Table of Contents
U N DERWRI T I N G
We and the underwriters named below have entered into an underwriting agreement with respect to $1,000,000,000 principal
amount of the reopened notes. Subject to certain conditions, each underwriter named below has severally agreed to purchase the
principal amount of reopened notes indicated in the following table:

Principal Amount
Underwriters

of Reopened Notes
Goldman, Sachs & Co.

$
780,000,000
ABN AMRO Securities (USA) LLC

10,000,000
BNY Mellon Capital Markets, LLC

10,000,000
Fifth Third Securities, Inc.

10,000,000
ING Financial Markets LLC

10,000,000
KeyBanc Capital Markets Inc.

10,000,000
Lloyds Securities Inc.

10,000,000
Mizuho Securities USA Inc.

10,000,000
PNC Capital Markets LLC

10,000,000
Rabo Securities USA, Inc.

10,000,000
RBC Capital Markets, LLC

10,000,000
RBS Securities Inc.

10,000,000
Santander Investment Securities Inc.

10,000,000
Scotia Capital (USA) Inc.

10,000,000
SMBC Nikko Securities America, Inc.

10,000,000
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Prospectus Supplement Dated February 13, 2017
Standard Chartered Bank

10,000,000
SunTrust Robinson Humphrey, Inc.

10,000,000
TD Securities (USA) LLC

10,000,000
The Huntington Investment Company

10,000,000
UniCredit Capital Markets LLC

10,000,000
U.S. Bancorp Investments, Inc.

10,000,000
Great Pacific Securities

5,000,000
Loop Capital Markets, LLC

5,000,000
Multi-Bank Securities, Inc.

5,000,000
Telsey Advisory Group LLC

5,000,000

Total

$
1,000,000,000

The underwriters are committed to take and pay for all of the reopened 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
for the reopened notes.

Per $1,000 note

$
3.50
Total

$3,500,000
The reopened 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 reopened 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 reopened notes. Any such securities dealers may resell
any reopened 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 reopened notes. If all the reopened 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 reopened notes by the
underwriters is subject to their receipt and acceptance of the reopened notes and subject to their right to reject any order in whole
or in part.

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The underwriters intend to offer the reopened 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 reopened notes for sale outside the United States either
directly or through affiliates or other dealers acting as selling agents. 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 reopened notes are a new issue of securities with no established trading market. We have been advised by Goldman,
Sachs & Co. 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. 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 reopened 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.
Each underwriter has represented and agreed that:

(a) in relation to any notes that have a maturity of less than one year (i) it is a person whose ordinary activities involve it in
acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (ii) it
has not offered or sold and will not offer or sell any notes other than to persons whose ordinary activities involve them in

acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or
who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the
purposes of their businesses where the issue of the notes would otherwise constitute a contravention of Section 19 of
the Financial Services and Markets Act 2000 (the "FSMA") by us;
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(b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an
invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in

connection with the issue or sale of such notes in circumstances in which Section 21(1) of the FSMA does not apply to
us; and

(c) it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to

the notes in, from or otherwise involving the United Kingdom.
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a
"Relevant Member State") with effect from and including the date on which the Prospectus Directive is implemented in that
Relevant Member State (the "Relevant Implementation Date") an offer of notes which are the subject of the offering contemplated
by this prospectus supplement in relation thereto may not be made to the public in that Relevant Member State except that, with
effect from and including the Relevant Implementation Date, an offer of such notes may be made to the public in that Relevant
Member State:

a) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;

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b) at any time to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD

Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive),
subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or

c) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of notes referred to above shall require the Issuer or any Dealer to publish a prospectus pursuant to
Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression "an offer of notes to the public" in relation to any notes in any Relevant
Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the
notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as the same may be varied in that
Member State by any measure implementing the Prospectus Directive in that Member State, the expression "Prospectus Directive"
means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in
the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression
"2010 PD Amending Directive" means Directive 2010/73/EU.
This prospectus supplement does not constitute a "prospectus" (as defined in section 2(1) of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong)) (the "Companies (Winding Up and Miscellaneous
Provisions) Ordinance"), nor is it an advertisement, invitation or document containing an advertisement or invitation falling within the
meaning of section 103 of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the "Securities and Futures
Ordinance"). The notes (except for notes which are a "structured product" as defined in the Securities and Futures Ordinance) may
not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to
the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance or which do not constitute
an invitation to the public within the meaning of the Securities and Futures Ordinance, or (ii) to "professional investors" as defined
in the Securities and Futures Ordinance and any rules made thereunder, or (iii) in other circumstances which do not result in the
document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no
advertisement, invitation or document relating to the notes may be issued or may be in the possession of any person for the
purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be
accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with
respect to notes which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors"
in Hong Kong as defined in the Securities and Futures Ordinance and any rules made thereunder. This prospectus supplement is
for distribution in Hong Kong only to "professional investors" as defined in the Securities and Futures Ordinance and any rules
made thereunder.
This prospectus supplement and the accompanying prospectus have not been registered as a prospectus with the Monetary
Authority of Singapore. Accordingly, this prospectus supplement, the accompanying prospectus and any other document or material
in connection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor
may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly,
to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act,
Chapter 289 of Singapore (the "SFA")) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the
SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the
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conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other
applicable provision of the SFA, in each case subject to conditions set forth in the SFA.
Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation
(which is not an accredited investor (as defined in Section 4A of the SFA)) the

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sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of
whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferred
except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the
SFA), (2) where such transfer arises from an offer in that corporation's securities pursuant to Section 275(1A) of the SFA, (3) where
no consideration is or will be given for the transfer, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation
32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore ("Regulation 32").
Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the
trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited
investor, the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferable for six months after that
trust has acquired the notes under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or
to a relevant person (as defined in Section 275(2) of the SFA, (2) where such transfer arises from an offer that is made on terms
that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for
each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no
consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of
the SFA, or (6) as specified in Regulation 32.
The securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No.
25 of 1948, as amended), or the FIEA. The securities may not be offered or sold, directly or indirectly, in Japan or to or for the
benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws
of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except
pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant laws and
regulations of Japan.
The notes are not offered, sold or advertised, directly or indirectly, in, into or from Switzerland on the basis of a public offering
and will not be listed on the SIX Swiss Exchange or any other offering or regulated trading facility in Switzerland. Accordingly,
neither this prospectus supplement nor any accompanying prospectus or other marketing material constitute a prospectus as
defined in article 652a or article 1156 of the Swiss Code of Obligations or a listing prospectus as defined in article 32 of the Listing
Rules of the SIX Swiss Exchange or any other regulated trading facility in Switzerland. Any resales of the notes by the underwriters
thereof may only be undertaken on a private basis to selected individual investors in compliance with Swiss law. This prospectus
supplement and accompanying prospectus may not be copied, reproduced, distributed or passed on to others or otherwise made
available in Switzerland without our prior written consent. By accepting this prospectus supplement and accompanying prospectus
or by subscribing to the notes, investors are deemed to have acknowledged and agreed to abide by these restrictions. Investors are
advised to consult with their financial, legal or tax advisers before investing in the notes.
With respect to sales of the notes in Canada, the notes may be sold only to purchasers purchasing, or deemed to be
purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or
subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the notes in Canada must be made in accordance
with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or
damages if this prospectus supplement (including any amendment thereto) contains a misrepresentation, provided that the
remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of
the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the
purchaser's province or territory for particulars of these rights or consult with a legal advisor.

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Document Outline

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