Obligation Goldman Sachs 0% ( US38141GWU48 ) en USD

Goldman Sachs

100 % ▼

Etas-Unis

US38141GWU48 ( en USD )

23/02/2023 - Obligation échue

Prospectus brochure de l'obligation Goldman Sachs US38141GWU48 en USD 0%, échue

2 000 USD

2 500 000 000 USD

38141GWU4

BBB+ ( Qualité moyenne inférieure )

A2 ( Qualité moyenne supérieure )

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 émise par Goldman Sachs ( Etas-Unis ) , en USD, avec le code ISIN US38141GWU48, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 23/02/2023

L'Obligation émise par Goldman Sachs ( Etas-Unis ) , en USD, avec le code ISIN US38141GWU48, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Goldman Sachs ( Etas-Unis ) , en USD, avec le code ISIN US38141GWU48, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

PROSPECTUS SUPPLEMENT DATED JANUARY 18, 2018
424B2 1 d524774d424b2.htm PROSPECTUS SUPPLEMENT DATED JANUARY 18, 2018
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 .

Floating Rate Notes due 2023

The Goldman Sachs Group, Inc. will pay interest on the notes at a rate per annum of three-month U.S. dollar LIBOR plus 0.75%, reset
quarterly, on February 23, May 23, August 23 and November 23 of each year (provided that the interest rate for the initial interest period shall
be determined based on an interpolated rate between the 3 month LIBOR rate and the 6 month LIBOR rate on the initial determination date).
The first such payment will be made on May 23, 2018. The notes will mature on the stated maturity date, February 23, 2023, and interest for the
final interest period will accrue to and be paid on such maturity date. If The Goldman Sachs Group, Inc. becomes obligated to pay additional
amounts to non-U.S. investors due to changes in U.S. withholding tax requirements, The Goldman Sachs Group, Inc. may redeem the notes
before their stated maturity at a price equal to 100% of the principal amount redeemed plus accrued interest to the redemption date. LI BOR is
be ing m odifie d, se e pa ge S-6 .

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

0.350%

$
8,750,000
Proceeds, before expenses, to The Goldman Sachs Group, Inc.

99.650%

$2,491,250,000

The initial price to public set forth above does not include accrued interest, if any. Interest on the notes will accrue from January 23, 2018
and must be paid by the purchaser if the notes are delivered after January 23, 2018.

The underwriters expect to deliver the notes through the facilities of The Depository Trust Company against payment in New York, New
York on January 23, 2018.
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

AN Z Se c urit ie s

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

BM O Ca pit a l M a rk e t s
BN Y M e llon Ca pit a l M a rk e t s, LLC

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

Fift h T hird Se c urit ie s
FT N Fina nc ia l Se c urit ie s Corp.

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

PN C Ca pit a l M a rk e t s LLC
RBC Ca pit a l M a rk e t s

Re gions Se c urit ie s LLC
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PROSPECTUS SUPPLEMENT DATED JANUARY 18, 2018
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
We st pa c Ca pit a l M a rk e t s, LLC

Ca st le Oa k Se c urit ie s, L.P.
Loop Ca pit a l M a rk e t s

Ra m ire z & Co., I nc .
T he Willia m s Ca pit a l Group, L.P.

Prospectus Supplement dated January 18, 2018.
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-9
Validity of the Notes
S-10
Experts
S-10
Review of Unaudited Condensed Consolidated Financial Statements by Independent Registered Public Accounting Firm S-10
Underwriting
S-11
Conflicts of Interest
S-15

Prospectus dated July 10, 2017
Available Information

2
Prospectus Summary

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

8
Use of Proceeds

13
Description of Debt Securities We May Offer

14
Description of Warrants We May Offer

45
Description of Purchase Contracts We May Offer

61
Description of Units We May Offer

66
Description of Preferred Stock We May Offer

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

79
Legal Ownership and Book-Entry Issuance

84
Considerations Relating to Floating Rate Securities

89
Considerations Relating to Indexed Securities

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

91
United States Taxation

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

We have not authorized anyone to provide any information or to make any representations other than those contained or
incorporated by reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectuses we have
prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may
provide. This prospectus supplement and the accompanying prospectus is an offer to sell only the notes offered hereby, but only
under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus supplement and
the accompanying prospectus is current only as of the respective dates of such documents.
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Table of Contents
SPECI FI C T ERM S OF T H E N OT ES

Please note that throughout this prospectus supplement, references to "The Goldman Sachs Group, Inc.", "we", "our" and "us"
mean only The Goldman Sachs Group, Inc. and do not include its consolidated subsidiaries. Also, references to "holders"
mean The Depository Trust Company ("DTC") or its nominee and not indirect owners who own beneficial interests in notes
through participants in DTC. Please review the special considerations that apply to indirect owners in the accompanying
prospectus, under "Legal Ownership and Book-Entry Issuance".
The notes will be a series of senior debt securities issued under our senior debt indenture dated as of July 16, 2008, as
amended by the Fourth Supplemental Indenture dated December 31, 2016, and as it may be further amended or supplemented
from time to time, between us and The Bank of New York Mellon, as trustee. This prospectus supplement summarizes specific
financial and other terms that will apply to the notes; terms that apply generally to all of our debt securities are described in
"Description of Debt Securities We May Offer" in the accompanying prospectus dated July 10, 2017. The terms described here
supplement those described in the accompanying prospectus and, if the terms described here are inconsistent with those described
there, the terms described here are controlling.
T e rm s of t he N ot e s
The specific terms of this series of notes we are offering will be as follows:

· T it le of t he not e s: Floating Rate Notes due 2023

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

· T ot a l princ ipa l a m ount be ing issue d: $2,500,000,000

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

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

· I ssue da t e : January 23, 2018

· St a t e d m a t urit y: February 23, 2023

· I nt e re st ra t e : Base rate plus the spread, except that the interest rate for the initial interest period shall be as provided below

· 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" LI BOR is be ing m odifie d, se e
pa ge S -6 .

· 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.

· I nde x m a t urit y: Three-month

· I nde x c urre nc y: U.S. dollar

S-3
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· Spre a d: 0.75% per annum

· I nit ia l int e re st ra t e : The interest rate in effect for the initial interest period will be determined based on an interpolated rate
between the three-month U.S. dollar LIBOR rate and the six-month U.S. dollar LIBOR rate on January 19, 2018, plus the 0.75%
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spread. LI BOR is be ing m odifie d, se e pa ge S -6 .

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

· Da y c ount c onve nt ion: Actual/360 (ISDA), as further described below under "-- Additional Information About the Notes --
Day Count Convention"

· I nt e re st pe riods: Quarterly; the initial interest period for the notes is the period from and including January 23, 2018 to, but
excluding, the initial interest reset date, 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 November 23, 2022 to, but excluding, the stated maturity date.

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

· I nt e re st re se t da t e s: Every February 23, May 23, August 23 and November 23, commencing on May 23, 2018

· I nt e re st pa ym e nt da t e s: Every February 23, May 23, August 23 and November 23, commencing on May 23, 2018 provided
that for the final interest period, interest will accrue to and be paid on the stated maturity date

· Da t e int e re st st a rt s a c c ruing: January 23, 2018

· First due da t e for int e re st : May 23, 2018

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

· 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)

· 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 and London

· Busine ss da y c onve nt ion: 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"; applicable to interest
payment dates and interest reset dates

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

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

· Addit iona l a m ount s: We intend to pay principal and interest without deducting U.S. withholding taxes. If we are required to
deduct U.S. withholding taxes from payment to non-U.S. investors,

S-4
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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 18, 2018.

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PROSPECTUS SUPPLEMENT DATED JANUARY 18, 2018
· 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.: 38141GWU4

· I SI N N o.: US38141GWU48

· 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
Your notes will bear interest for each interest period (other than the initial interest period) at a per annum rate equal to the
applicable LIBOR rate plus the spread. LIBOR will be determined by the calculation agent on the second London business day (as
defined in the accompanying prospectus) immediately preceding the first day of such interest period in the following manner:

· LIBOR will be the offered rate per annum for three-month deposits in U.S. dollars, beginning on the first day of such period, as
that rate appears on Reuters screen LIBOR01 (or any successor or replacement page) as of approximately 11:00 A.M., London
time, on the second London business day immediately preceding the first day of such interest period.

· If the calculation agent determines on the relevant interest determination date that the LIBOR base rate has been discontinued,
then the calculation agent will use a substitute or successor base rate that it has determined in its sole discretion is most
comparable to the LIBOR base rate, provided that if the calculation agent determines there is an industry-accepted successor
base rate, then the calculation agent shall use such successor base rate. If the calculation agent has determined a substitute or
successor base rate in accordance with the foregoing, the calculation agent in its sole discretion may determine the business
day convention, the definition of business day and the interest determination date to be used and any other relevant methodology
for calculating such substitute or successor base rate, including any adjustment factor needed to make such substitute or
successor base rate comparable to the LIBOR base rate, in a manner that is consistent with industry-accepted practices for
such substitute or successor base rate. Unless the calculation agent uses a substitute or successor base rate as so provided,
the following will apply:

· If the rate described above does not so appear on the Reuters screen LIBOR01 (or any successor or replacement 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,

S-5
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and in a Representative Amount. The calculation agent will request the principal London office of each of these banks to

provide a quotation of its rate. If at least two quotations are provided, LIBOR for the second London business day immediately
preceding the first day of such interest period will be the arithmetic mean of the quotations.

· If fewer than two of the requested quotations described above are provided, LIBOR for the second London business day
immediately preceding the first day of such interest period will be the arithmetic mean of the rates for loans of the following

kind to leading European banks quoted, at approximately 11:00 A.M., New York City time, on the second London business day
immediately preceding the first day of such interest period, by major banks in New York City selected by the calculation agent:
three-month loans of U.S. dollars, beginning on the first day of such interest period, and in a Representative Amount.

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

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
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absence of manifest error.
In this subsection, we use several terms that have special meanings relevant to calculating LIBOR. We define these terms as
follows:
The term ``Representative Amount'' means an amount that, in the calculation agent's judgment, is representative of a single
transaction in the relevant market at the relevant time.
The term "Reuters screen" means the display on the Thomson Reuters Eikon service, or any successor or replacement
service.
Addit iona l Conside ra t ions Re la t ing t o LI BOR
U.K. Regulators Will No Longer Persuade or Compel Banks to Submit Rates for Calculation of LIBOR After 2021;
Interest Rate Benchmark May Be Discontinued.
On July 27, 2017, the Chief Executive of the U.K. Financial Conduct Authority (FCA), which regulates LIBOR, announced
that the FCA will no longer persuade or compel banks to submit rates for the calculation of LIBOR (which includes the three-month
USD LIBOR rate) after 2021. Such announcement indicates that the continuation of LIBOR on the current basis cannot and will not
be guaranteed after 2021. Notwithstanding the foregoing, it appears highly likely that LIBOR will be discontinued or modified by
2021. It is not possible to predict the effect that this announcement or any such discontinuance will have on the three-month USD
LIBOR rate or your notes. If the calculation agent determines on the relevant interest determination date that the LIBOR base rate
has been discontinued, then the calculation agent will use a substitute or successor base rate that it has determined in its sole
discretion is most comparable to the LIBOR base rate, provided that if the calculation agent determines there is an industry-
accepted successor base rate, then the calculation agent shall use such successor base rate. If the calculation agent has
determined a substitute or successor base rate in accordance with the foregoing, the calculation agent in its sole discretion may
determine the business day convention, the definition of business day and the interest determination date to be used and any other
relevant methodology for calculating such substitute or successor base rate, including any adjustment factor needed to make such
substitute or successor base rate comparable to the LIBOR base rate, in a manner that is consistent with industry-accepted
practices for such substitute or successor base rate. See "Specific Terms of The Notes -- Determination of Interest Rate" on page
S-5.

S-6
Table of Contents
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 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
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
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PROSPECTUS SUPPLEMENT DATED JANUARY 18, 2018
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 is Actual/360 (ISDA), and the factor is the actual number of days in the interest period divided by
360, as described in Section 4.16(e) of the 2006 ISDA Definitions published by the International Swaps and Derivatives
Association, without regard to any subsequent amendments or supplements.
The Calculation Agent Will Have the Authority to Make Determinations That Could Affect the Market Value of Your Notes
We have appointed Goldman Sachs & Co. LLC as the calculation agent for the notes. As calculation agent for your notes,
Goldman Sachs & Co. LLC will make determinations with respect to the notes as specified in this prospectus supplement and in
the accompanying prospectus dated July 10, 2017 and may have discretion in calculating the amounts payable in respect of the
notes. If Goldman Sachs & Co. LLC determines that the LIBOR base rate has been discontinued, it will use a substitute 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

S-7
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present Goldman Sachs & Co. LLC with a conflict of interest. We may change the calculation agent at any time without notice, and
Goldman Sachs & Co. LLC may resign as calculation agent at any time upon 60 days' written notice to The Goldman Sachs Group,
Inc.
Book-Entry System
We will issue the notes as global notes registered in the name of DTC, or its nominee. The sale of the notes will settle in
immediately available funds through DTC. You will not be permitted to withdraw the notes from DTC except in the limited situations
described in the accompanying prospectus under "Legal Ownership and Book-Entry Issuance -- What Is a Global Security? --
Holder's Option to Obtain a Non-Global Security; Special Situations When a Global Security Will Be Terminated".
Investors may hold interests in a global note through organizations that participate, directly or indirectly, in the DTC system.
See "Legal Ownership and Book-Entry Issuance" in the accompanying prospectus for additional information about indirect
ownership of interests in the notes.
Our Relationship With the Trustee
An affiliate of the trustee under our senior debt indenture is acting as an underwriter in this offering. For additional
information, see "Description of Debt Securities We May Offer -- Our Relationship With the Trustee" in the accompanying
prospectus.
U nit e d St a t e s Fe de ra l I nc om e T a x Conse que nc e s
Your notes will be treated as variable rate debt securities for United States Federal income tax purposes as described under
"United States Taxation -- Taxation of Debt Securities -- United States Holders -- Variable Rate Debt Securities" in the
accompanying prospectus.
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.

S-8
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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, 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,
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PROSPECTUS SUPPLEMENT DATED JANUARY 18, 2018
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, (ii) the three month and six month periods ended June 30, 2017 and 2016
and (iii) the three month and nine month periods ended September 30, 2017 and 2016, incorporated by reference in this
prospectus supplement, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with
professional standards for a review of such information. However, their separate reports dated (i) May 3, 2017, (ii) August 3, 2017
and (iii) November 2, 2017, incorporated by reference in this prospectus supplement state that they did not audit and they do not
express an opinion on that unaudited condensed consolidated financial information. Accordingly, the degree of reliance on their
reports on such information should be restricted in light of the limited nature of the review procedures applied.
PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their reports on
the unaudited condensed consolidated financial statements because those reports are not a "report" or a "part" of the registration
statements prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Securities Act of
1933.

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

Principal Amount
Underwriters

of Notes

Goldman Sachs & Co. LLC

$ 1,943,750,000
ANZ Securities, Inc.

18,750,000
BB&T Capital Markets, a division of BB&T Securities, LLC

18,750,000
BBVA Securities Inc.

18,750,000
BMO Capital Markets Corp.

18,750,000
BNY Mellon Capital Markets, LLC

18,750,000
Capital One Securities, Inc.

18,750,000
Commonwealth Bank of Australia

18,750,000
Fifth Third Securities, Inc.

18,750,000
FTN Financial Securities Corp.

18,750,000
ING Financial Markets LLC

18,750,000
KeyBanc Capital Markets Inc.

18,750,000
Lloyds Securities Inc.

18,750,000
Mizuho Securities USA LLC

18,750,000
Natixis Securities Americas LLC

18,750,000
PNC Capital Markets LLC

18,750,000
RBC Capital Markets, LLC

18,750,000
Regions Securities LLC

18,750,000
Santander Investment Securities Inc.

18,750,000
Scotia Capital (USA) Inc.

18,750,000
SMBC Nikko Securities America, Inc.

18,750,000
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PROSPECTUS SUPPLEMENT DATED JANUARY 18, 2018
Standard Chartered Bank

18,750,000
SunTrust Robinson Humphrey, Inc.

18,750,000
TD Securities (USA) LLC

18,750,000
The Huntington Investment Company

18,750,000
UniCredit Capital Markets LLC

18,750,000
U.S. Bancorp Investments, Inc.

18,750,000
Westpac Capital Markets, LLC

18,750,000
CastleOak Securities, L.P.

12,500,000
Loop Capital Markets LLC

12,500,000
Samuel A. Ramirez & Company, Inc.

12,500,000
The Williams Capital Group, L.P.

12,500,000

Total

$ 2,500,000,000

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

Per $1,000 note

$
3.50
Total

$ 8,750,000
The notes sold by the underwriters to the public will initially be offered at the initial price to public set forth on the cover of
this prospectus supplement. Any notes sold by the underwriters to securities dealers may be sold at a discount from the initial price
to public of up to 0.210% of the principal amount of the notes. Any such securities dealers may resell any notes purchased from the
underwriters to certain other brokers or dealers at a discount from the initial price to public of up to 0.100% of the principal amount
of the notes. If all the notes are not sold at the initial price to public,

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the underwriters may change the initial price to public and the other selling terms. The offering of the notes by the underwriters is
subject to their receipt and acceptance of the notes and subject to their right to reject any order in whole or in part.
The underwriters intend to offer the notes for sale in the United States either directly or through affiliates or other dealers
acting as selling agents. The underwriters may also offer the notes for sale outside the United States either directly or through
affiliates or other dealers acting as selling agents. This prospectus supplement may be used by the underwriters and other dealers
in connection with offers and sales of notes made in the United States, including offers and sales in the United States of notes
initially sold outside the United States. The notes have not been, and will not be, registered under the Securities Act of 1933 for
the purpose of offers or sales outside the United States.
The notes are a new issue of securities with no established trading market. We have been advised by Goldman Sachs & Co.
LLC and Goldman Sachs International that they intend to make a market in the notes. Other affiliates of The Goldman Sachs
Group, Inc. may also do so. Neither Goldman Sachs & Co. LLC or Goldman Sachs International nor any other affiliate, however, is
obligated to do so and any of them may discontinue market-making at any time without notice. No assurance can be given as to the
liquidity or the trading market for the notes.
Please note that the information about the original issue date, original price to public and net proceeds to The Goldman
Sachs Group, Inc. on the front cover page relates only to the initial sale of the notes. If you have purchased a note in a market-
making transaction after the initial sale, information about the price and date of sale to you will be provided in a separate
confirmation of sale.
The offering will settle on the third scheduled business day following the date of the pricing of the notes ("T+3") (see
page 117 of the accompanying prospectus). Under Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, trades in
the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree
otherwise. Accordingly, purchasers who wish to trade notes on any date prior to the second business day before delivery will be
required, by virtue of the fact that the notes initially will settle T+3, to specify an alternate settlement cycle at the time of any such
trade to prevent a failed settlement and should consult their own advisor.
Each underwriter has represented and agreed that it will not offer or sell the notes in the United States or to United States
persons except if such offers or sales are made by or through Financial Industry Regulatory Authority, Inc. ("FINRA") member
broker-dealers, as permitted by FINRA regulations.
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