Obligation Goldman & Sachs 9% ( US40054L6F61 ) en USD

Goldman & Sachs

98.75 % ⇌

Etas-Unis

US40054L6F61 ( en USD )

9% par an ( paiement trimestriel )

13/04/2037

Prospectus brochure de l'obligation Goldman Sachs US40054L6F61 en USD 9%, échéance 13/04/2037

1 000 USD

5 000 000 USD

40054L6F6

N/A

13/07/2025 ( Dans 49 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 (ISIN : US40054L6F61, CUSIP : 40054L6F6) émise aux États-Unis, d'une valeur nominale totale de 5 000 000 USD, offre un taux d'intérêt de 9%, est actuellement négociée à 98,75% de sa valeur nominale, avec une maturité fixée au 13/04/2037, une taille minimale d'achat de 1000 USD et des paiements d'intérêts effectués quatre fois par an.

20NC1yr Prospectus Supplement No. 1,371 dated April 10, 2017
424B2 1 d264511d424b2.htm 20NC1YR PROSPECTUS SUPPLEMENT NO. 1,371 DATED APRIL 10, 2017
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-198735

GS Fina nc e Corp.
$5,000,000

Callable Quarterly CMS Spread-Linked Notes due 2037

guaranteed by

T he Goldm a n Sa c hs Group, I nc .

The notes will mature on the stated maturity date (April 13, 2037).
We may redeem your notes at 100% of their face amount plus any accrued and unpaid interest on any quarterly interest
payment date on or after April 13, 2018.
On the stated maturity date, we will pay you an amount in cash equal to the face amount of your notes plus accrued and
unpaid interest, if any. The notes will pay interest quarterly, beginning July 13, 2017. For each of the first four interest periods,
interest will be paid at a rate of 9.00% per annum. For each interest period thereafter, the amount of interest you will be paid each
quarter will be based on the product of (i) 10.00 times (ii) the CMS spread (the difference between the 30-year CMS rate minus
the 2-year CMS rate on the relevant interest determination date, which will be the second U.S. Government securities business day
preceding the respective interest period) minus 0.25%, subject to the maximum interest rate of 10.00% per annum.
For each quarterly interest period after the fourth interest period, the interest rate per annum for such interest period will
equal:

?
if (i) the CMS spread minus 0.25% times (ii) 10.00 is greater than or equal to 10.00%, the maximum interest rate of

10.00%;

?
if (i) the CMS spread minus 0.25% times (ii) 10.00 is less than 10.00% but greater than 0.00%, (i) the CMS spread minus

0.25% times (ii) 10.00; or

?
if the CMS spread minus 0.25% is equal to or less than 0.00%, 0.00%.
Aft e r t he first four int e re st pe riods, if on a ny int e re st de t e rm ina t ion da t e t he 3 0 -ye a r CM S ra t e doe s not
e x c e e d t he 2 -ye a r CM S ra t e by m ore t ha n 0 .2 5 % , you w ill re c e ive no int e re st on your not e s for suc h int e re st
pe riod, e ve n if t he CM S spre a d minus 0 .2 5 % on subse que nt da ys is greater than 0 .0 0 % . Furt he rm ore , a ft e r t he
first four int e re st pe riods, t he int e re st ra t e pe r a nnum w ill be subje c t t o a m a x im um int e re st ra t e of 1 0 .0 0 % .
You should read the disclosure herein to better understand the terms and risks of your investment, including the credit risk of
GS Finance Corp. and The Goldman Sachs Group, Inc. See page S-6.
The estimated value of your notes at the time the terms of your notes are set on the trade date is equal to
approximately $909.50 per $1,000 face amount. For a discussion of the estimated value, see the following page.

Origina l issue da t e : April 13, 2017

Origina l issue pric e : 100.00% of the face amount

U nde rw rit ing disc ount : 3.35% of the face amount

N e t proc e e ds t o issue r: 96.65% of the face amount
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. 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 a re not ba nk de posit s a nd a re not insure d by
t he Fe de ra l De posit I nsura nc e Corpora t ion or a ny ot he r gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions of,
or gua ra nt e e d by, a ba nk .
Goldm a n, Sa c hs & Co.

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20NC1yr Prospectus Supplement No. 1,371 dated April 10, 2017
Prospectus Supplement No. 1,371 dated April 10, 2017.
Table of Contents
The issue price, underwriting discount and net proceeds listed on the cover page hereof relate to the notes we sell initially. We
may decide to sell additional notes after the date of this prospectus supplement, at issue prices and with underwriting discounts and
net proceeds that differ from the amounts set forth above. The return (whether positive or negative) on your investment in notes will
depend in part on the issue price you pay for such notes.
GS Finance Corp. may use this prospectus in the initial sale of the offered notes. In addition, Goldman, Sachs & Co., or any
other affiliate of GS Finance Corp., may use this prospectus in a market-making transaction in a note after its initial sale. Unless
GS Finance Corp. or its agent informs the purchaser otherwise in the confirmation of sale, this prospectus is being used
in a market-making transaction.

Est im a t e d V a lue of Y our N ot e s
The estimated value of your notes at the time the terms of your notes are set on the trade date (as determined by
reference to pricing models used by Goldman, Sachs & Co. (GS&Co.) and taking into account our credit spreads) is
equal to approximately $909.50 per $1,000 face amount, which is less than the original issue price. The value of your
notes at any time will reflect many factors and cannot be predicted.

About Y our Prospe c t us

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

? Prospectus supplement dated December 22, 2015

? Prospectus dated December 22, 2015

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

S-2
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SU M M ARY I N FORM AT I ON

We refer to the notes we are offering by this prospectus supplement as the "offered notes" or the "notes". Each of the offered
notes has the terms described below and under "Specific Terms of Your Notes" on page S-12. Please note that in this
prospectus supplement, references to "GS Finance Corp.", "we", "our" and "us" mean only GS Finance Corp. and do not include
its subsidiaries or affiliates, references to "The Goldman Sachs Group, Inc.", our parent company, mean only The Goldman
Sachs Group, Inc. and do not include its subsidiaries or affiliates and references to "Goldman Sachs" mean The Goldman Sachs
Group, Inc. together with its consolidated subsidiaries and affiliates, including us. Also, references to the "accompanying
prospectus" mean the accompanying prospectus, dated December 22, 2015, and references to the "accompanying prospectus
supplement" mean the accompanying prospectus supplement, dated December 22, 2015, for Medium-Term Notes, Series E, in
each case of GS Finance Corp. and The Goldman Sachs Group, Inc. References to the "indenture" in this prospectus
supplement mean the senior debt indenture, dated as of October 10, 2008, as supplemented by the First Supplemental
Indenture, dated as of February 20, 2015, each among us, as issuer, The Goldman Sachs Group, Inc., as guarantor, and The
Bank of New York Mellon, as trustee. This indenture is referred to as the "GSFC 2008 indenture" in the accompanying
prospectus supplement.
K e y T e rm s
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20NC1yr Prospectus Supplement No. 1,371 dated April 10, 2017
I ssue r: GS Finance Corp.
Gua ra nt or: The Goldman Sachs Group, Inc.
CM S spre a d: on any interest determination date, the 30-year CMS rate minus the 2-year CMS rate
3 0 -ye a r CM S ra t e : for any interest determination date, the 30-year U.S. dollar interest rate swap rate (as described on page
S-14) on such day, subject to adjustment as described elsewhere in this prospectus supplement
2 -ye a r CM S ra t e : for any interest determination date, the 2-year U.S. dollar interest rate swap rate (as described on page S-14)
on such day, subject to adjustment as described elsewhere in this prospectus supplement
Fa c e a m ount : each note will have a face amount equal to $1,000; $5,000,000 in the aggregate for all the offered notes; the
aggregate face amount of the offered notes may be increased if the issuer, at its sole option, decides to sell an additional amount
of the offered notes on a date subsequent to the date of this prospectus supplement
Supple m e nt a l disc ussion of U .S. fe de ra l inc om e t a x c onse que nc e s: We intend to treat the notes as debt instruments
subject to the special rules governing contingent payment debt instruments for U.S. federal income tax purposes. Under this
treatment, it is the opinion of Sidley Austin LLP that if you are a U.S. individual or taxable entity, you generally should be required to
pay taxes on ordinary income from the notes over their term based on the comparable yield for the notes, subject to any positive
and negative adjustments based on the actual interest payments on the notes. In addition, any gain you may recognize on the
sale, exchange, redemption or maturity of the notes will be taxed as ordinary interest income.
Purc ha se a t a m ount ot he r t ha n fa c e a m ount : the amount we will pay you at the stated maturity date for your notes or
upon any early redemption, if any, will not be adjusted based on the issue price you pay for your notes, so if you acquire notes at a
premium (or discount) to face amount and hold them to the stated maturity date or date of early redemption, it could affect your
investment in a number of ways. The return on your investment in such notes will be lower (or higher) than it would have been had
you purchased the notes at face amount. See "Additional Risk Factors Specific to Your Notes -- If You Purchase Your Notes at a
Premium to Face Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at Face Amount and
the Impact of Certain Key Terms of the Notes Will be Negatively Affected" on page S-8 of this prospectus supplement.

S-3
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T ra de da t e : April 10, 2017
Origina l issue da t e (se t t le m e nt da t e ): April 13, 2017
St a t e d m a t urit y da t e : April 13, 2037, subject to our early redemption right and to adjustment as described under "Specific
Terms of Your Notes -- Payment of Principal on Stated Maturity Date -- Stated Maturity Date" on page S-13
Spe c ifie d c urre nc y: U.S. dollars ("$")
De nom ina t ions: $1,000 and integral multiples of $1,000 in excess thereof
I nt e re st pa ym e nt da t e s: January 13, April 13, July 13 and October 13 of each year, beginning on July 13, 2017, and ending
on the stated maturity date, subject to adjustments as described elsewhere in the prospectus supplement
Ea rly re de m pt ion right : we have the right to redeem your notes, in whole but not in part, on each redemption date at a price
equal to 100% of the face amount plus accrued and unpaid interest to but excluding such redemption date, subject to five business
days' prior notice.
Re de m pt ion da t e : the interest payment date that is expected to fall on April 13, 2018 and each interest payment date occurring
thereafter.
I nt e re st ra t e : for the first four interest periods, the interest rate will be 9.00% per annum. For each interest period thereafter,
subject to our early redemption right, the interest rate will be based upon the CMS spread on the relevant interest determination
date for such interest period and will be a rate per annum equal to:

?
if (i) the CMS spread minus 0.25% times (ii) 10.00 is greater than or equal to 10.00%, the maximum interest rate;

?
if (i) the CMS spread minus 0.25% times (ii) 10.00 is less than 10.00% but greater than 0.00%, (i) the CMS spread minus

0.25% times (ii) 10.00; or

?
if the CMS spread minus 0.25% is equal to or less than 0.00%, 0.00%.
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20NC1yr Prospectus Supplement No. 1,371 dated April 10, 2017
M a x im um int e re st ra t e : 10.00% per annum
Da y c ount c onve nt ion: 30/360 (ISDA)
Busine ss da y c onve nt ion: following unadjusted
Re gula r re c ord da t e s: the scheduled business day immediately preceding each interest payment date
De fe a sa nc e : not applicable
N o list ing: the offered notes will not be listed or displayed on any securities exchange or interdealer market quotation system
Busine ss da y: as described on page S-15
U .S. Gove rnm e nt se c urit ie s busine ss da y: any day except for a Saturday, Sunday or a day on which the Securities
Industry and Financial Markets Association recommends that the fixed income department of its members be closed for the entire
day for purposes of trading in U.S. government securities
I nt e re st de t e rm ina t ion da t e s: for each interest period after the first four interest periods, the second U.S. Government
securities business day preceding such interest period
I nt e re st pe riod: the period from and including each interest payment date (or the original issue date, in the case of the initial
interest period) to but excluding the next succeeding interest payment date (or the stated maturity date, in the case of the final
interest period)
Ca lc ula t ion a ge nt : Goldman, Sachs & Co. ("GS&Co.")
CU SI P no.: 40054L6F6
I SI N no.: US40054L6F61

S-4
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FDI C: the notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other
governmental agency, nor are they obligations of, or guaranteed by, a bank

S-5
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ADDI T I ON AL RI SK FACT ORS SPECI FI C T O Y OU R N OT ES

An investment in your notes is subject to the risks described below, as well as the risks and considerations described in the
accompanying prospectus and in the accompanying prospectus supplement. You should carefully review these risks and
considerations as well as the terms of the notes described herein and in the accompanying prospectus and the accompanying
prospectus supplement. Your notes are a riskier investment than ordinary debt securities. You should carefully consider whether
the offered notes are suited to your particular circumstances.
T he Est im a t e d V a lue of Y our N ot e s At t he T im e t he T e rm s of Y our N ot e s Are Se t On t he T ra de Da t e (a s
De t e rm ine d By Re fe re nc e t o Pric ing M ode ls U se d By GS& Co.) I s Le ss T ha n t he Origina l I ssue Pric e Of Y our
N ot e s
The original issue price for your notes exceeds the estimated value of your notes as of the time the terms of your notes are set
on the trade date, as determined by reference to GS&Co.'s pricing models and taking into account our credit spreads. Such
estimated value on the trade date is set forth above under "Estimated Value of Your Notes"; after the trade date, the estimated
value as determined by reference to these models will be affected by changes in market conditions, the creditworthiness of GS
Finance Corp., as issuer, the creditworthiness of The Goldman Sachs Group, Inc., as guarantor, and other relevant factors. If
GS&Co. buys or sells your notes (if GS&Co. makes a market, which it is not obligated to do), it will do so at prices that reflect the
estimated value determined by reference to such pricing models at that time. The price at which GS&Co. will buy or sell your notes
at any time also will reflect its then current bid and ask spread for similar sized trades of structured notes.
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20NC1yr Prospectus Supplement No. 1,371 dated April 10, 2017
In estimating the value of your notes as of the time the terms of your notes are set on the trade date, as disclosed above under
"Estimated Value of Your Notes", GS&Co.'s pricing models consider certain variables, including principally our credit spreads,
interest rates (forecasted, current and historical rates), volatility, price-sensitivity analysis and the time to maturity of the notes.
These pricing models are proprietary and rely in part on certain assumptions about future events, which may prove to be incorrect.
As a result, the actual value you would receive if you sold your notes in the secondary market, if any, to others may differ, perhaps
materially, from the estimated value of your notes determined by reference to our models due to, among other things, any
differences in pricing models or assumptions used by others. See "-- The Market Value of Your Notes May Be Influenced by Many
Unpredictable Factors" below.
The difference between the estimated value of your notes as of the time the terms of your notes are set on the trade date and
the original issue price is a result of certain factors, including principally the underwriting discount and commissions, the expenses
incurred in creating, documenting and marketing the notes, and an estimate of the difference between the amounts we pay to
GS&Co. and the amounts GS&Co. pays to us in connection with your notes. We pay to GS&Co. amounts based on what we would
pay to holders of a non-structured note with a similar maturity. In return for such payment, GS&Co. pays to us the amounts we owe
under your notes.
In addition to the factors discussed above, the value and quoted price of your notes at any time will reflect many factors and
cannot be predicted. If GS&Co. makes a market in the notes, the price quoted by GS&Co. would reflect any changes in market
conditions and other relevant factors, including any deterioration in our creditworthiness or perceived creditworthiness or the
creditworthiness or perceived creditworthiness of The Goldman Sachs Group, Inc. These changes may adversely affect the value of
your notes, including the price you may receive for your notes in any market making transaction. To the extent that GS&Co. makes
a market in the notes, the quoted price will reflect the estimated value determined by reference to GS&Co.'s pricing models at that
time, plus or minus its then current bid and ask spread for similar sized trades of structured notes.
Furthermore, if you sell your notes, you will likely be charged a commission for secondary market transactions, or the price will
likely reflect a dealer discount. This commission or discount will further reduce the proceeds you would receive for your notes in a
secondary market sale.

S-6
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There is no assurance that GS&Co. or any other party will be willing to purchase your notes at any price and, in this regard,
GS&Co. is not obligated to make a market in the notes. See "-- Your Notes May Not Have an Active Trading Market" below.
T he N ot e s Are Subje c t t o t he Cre dit Risk of t he I ssue r
Although the interest payments on the notes after the first four interest periods, if any, will be based in part on the relationship
between the 30-year CMS rate and the 2-year CMS rate, the payment of any amount due on the notes is subject to the credit risk
of GS Finance Corp., as issuer of the notes, and the credit risk of The Goldman Sachs Group, Inc., as guarantor of the notes. The
notes are our unsecured obligations. Investors are dependent on our ability to pay all amounts due on the notes, and therefore
investors are subject to our credit risk and to changes in the market's view of our creditworthiness. Similarly, investors are
dependent on the ability of The Goldman Sachs Group, Inc., as guarantor of the notes, to pay all amounts due on the notes, and
therefore are also subject to its credit risk and to changes in the market's view of its creditworthiness. See "Description of the Notes
We May Offer -- Information About Our Medium-Term Notes, Series E Program -- How the Notes Rank Against Other Debt" on
page S-4 of the accompanying prospectus supplement and "Description of Debt Securities We May Offer-- Guarantee by The
Goldman Sachs Group, Inc." on page 33 of the accompanying prospectus.
I f t he CM S Spre a d Cha nge s, t he M a rk e t V a lue of Y our N ot e s M a y N ot Cha nge in t he Sa m e M a nne r
The price of your notes may move differently than the CMS spread. The CMS spread will vary during the term of the notes
based on the relationship between the 30-year CMS rate and the 2-year CMS rate as well as the market's expectation of this
relationship in the future. Changes in the CMS spread may not result in a comparable change in the market value of your notes.
Even if the CMS spread less 0.25% is greater than 0.00% during some portion of the life of the offered notes after the first four
interest periods, the market value of your notes may not increase in the same manner. We discuss some of the reasons for this
disparity under "-- The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors" below.
Because of the long-dated maturity of your notes, the expected future performance of the CMS spread will have a greater
impact on the market value of your notes than if your notes had an earlier maturity date. In particular, the expected future
performance of the CMS spread may cause the market value of your notes to decrease even though the CMS spread minus 0.25%
may be greater than 0.00% during some portion of the life of the offered notes. Moreover, expectations about the performance of
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20NC1yr Prospectus Supplement No. 1,371 dated April 10, 2017
the CMS spread in the future are subject to a great degree of uncertainty and may be based on assumptions about the future that
may prove to be incorrect. Even if the expected future performance of the CMS spread is favorable to your notes, this uncertainty
may result in market participants substantially discounting this future performance when determining the market value of your notes.
I f t he CM S Spre a d M inus 0 .2 5 % I s Le ss T ha n or Equa l t o 0 .0 0 % on t he Re le va nt I nt e re st De t e rm ina t ion Da t e
for Any I nt e re st Pe riod Aft e r t he First Four I nt e re st Pe riods, N o I nt e re st Will Be Pa id for t ha t I nt e re st Pe riod
Because of the formula used to calculate the interest rate applicable to your notes, in the event that on the relevant interest
determination date for any interest period after the first four interest periods the 30-year CMS rate does not exceed the 2-year
CMS rate by more than 0.25%, no interest will be paid for such interest period, even if the CMS spread minus 0.25% on
subsequent days is greater than 0.00%. Therefore, if the 30-year CMS rate does not exceed the 2-year CMS rate by more than
0.25% for a prolonged period of time over the life of your notes after the first four interest periods, including interest determination
dates, you will receive no interest during the affected interest periods. In such case, even if you receive some interest payments on
some or all of the interest payment dates, the overall return you earn on your notes may be less than you would have earned by
investing in a non-indexed debt security of comparable maturity that bears interest at a prevailing market rate.
Assuming circumstances where no interest payment is to be made on your notes after the fourth interest period, the present
value of your notes as of the original issue date will equal the present value of a bond that pays only the coupons up to and
including the fourth interest period, and with the same

S-7
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maturity and face amount issued by us, in each case discounted using current interest rates and credit spreads based on the
discount method used by GS&Co., which may be different from the methods used by others. As of the date of this prospectus
supplement, on the original issue date such present value is expected to be approximately 50.88% of the face amount of your
notes (you should not base any tax characterization of your notes on such present value).
T he Am ount of I nt e re st Pa ya ble on Y our N ot e s Aft e r t he First Four I nt e re st Pe riods Will N ot Be Affe c t e d by
t he CM S Spre a d on Any Da y Ot he r T ha n t he I nt e re st De t e rm ina t ion Da t e for t he Applic a ble I nt e re st Pe riod
For each interest period after the first four interest periods, the amount of interest payable on each interest payment date is
calculated based on the CMS spread on the interest determination date for the applicable interest period. Although the actual CMS
spread on an interest payment date or at other times after the first four interest periods may be higher than the CMS spread on the
interest determination date, you will not benefit from the CMS spread at any time other than on such interest determination date.
T he Am ount of I nt e re st Pa ya ble On T he N ot e s I n Any Qua rt e r I s Ca ppe d
For each of the first four interest periods, interest will be paid at a rate of 9.00% per annum (equal to a quarterly interest
payment of $22.50 for each $1,000 face amount of notes). After the first four interest periods, the interest rate will be subject to the
maximum interest rate of 10.00% per annum, which will limit the amount of interest you may receive on each interest payment
date. Because of the formula used to calculate the interest rate on your notes, if (i) the CMS spread minus 0.25% times (ii) 10.00 is
greater than or equal to 10.00% per annum, the interest rate after the first four interest periods will be capped at 10.00% per
annum (equal to a maximum quarterly interest payment of $25.00 for each $1,000 face amount of notes). Thus, you will not benefit
from any increases in the CMS spread minus 0.25% above 1.00%. Furthermore, since the interest rate is determined quarterly, if
the interest rate for at least one interest period after the first four interest periods during any year is less than 10.00% per annum,
your actual return for such year will be less than 10.00% per annum, even if the interest rate is 10.00% per annum for the
remaining interest periods during such year. Thus, the notes may provide less interest income than an investment in a similar
instrument.
T he H ist oric a l Le ve ls of t he CM S Spre a d Are N ot a n I ndic a t ion of t he Fut ure Le ve ls of t he CM S Spre a d
In the past, the level of the CMS spread has experienced significant fluctuations. You should note that historical levels,
fluctuations and trends of the CMS spread are not necessarily indicative of future levels. Any historical upward or downward trend
in the CMS spread is not an indication that the CMS spread is more or less likely to increase or decrease at any time after the first
four interest periods, and you should not take the historical levels of the CMS spread as an indication of its future performance.
Re c e nt Re gula t ory I nve st iga t ions Re ga rding Pot e nt ia l M a nipula t ion of I SDAfix M a y Adve rse ly Affe c t Y our
N ot e s
It has been reported that the U.K. Financial Conduct Authority and the U.S. Commodity Futures Trading Commission are
working together to investigate potential manipulation of ISDAfix. If such manipulation occurred, it may have resulted in this rate or
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20NC1yr Prospectus Supplement No. 1,371 dated April 10, 2017
the quarterly difference in such rate being artificially lower (or higher) than it would otherwise have been. Any changes or reforms
affecting the determination or supervision of ISDAfix in light of these investigations, may result in a sudden or prolonged increase or
decrease in reported ISDAfix or the quarterly difference in ISDAfix, which could have an adverse impact on the trading market for
ISDAfix-benchmarked securities such as your notes, the value of your notes and any payments on your notes.
I f Y ou Purc ha se Y our N ot e s a t a Pre m ium t o Fa c e Am ount , t he Re t urn on Y our I nve st m e nt Will Be Low e r
T ha n t he Re t urn on N ot e s Purc ha se d a t Fa c e Am ount a nd t he I m pa c t of Ce rt a in K e y T e rm s of t he N ot e s Will
be N e ga t ive ly Affe c t e d
The amount you will be paid for your notes on the stated maturity date will not be adjusted based on the issue price you pay
for the notes. If you purchase notes at a price that differs from the face amount of the notes, then the return on your investment in
such notes held to the stated maturity date or the date of early redemption will differ from, and may be substantially less than, the
return on notes purchased at face amount. If you purchase your notes at a premium to face amount and hold them to the stated

S-8
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maturity date or the date of early redemption, the return on your investment in the notes will be lower than it would have been had
you purchased the notes at face amount or a discount to face amount.
T he M a rk e t V a lue of Y our N ot e s M a y Be I nflue nc e d by M a ny U npre dic t a ble Fa c t ors
When we refer to the market value of your notes, we mean the value that you could receive for your notes if you chose to sell
them in the open market before the stated maturity date. A number of factors, many of which are beyond our control, will influence
the market value of your notes, including:

? the 30-year CMS rate and the 2-year CMS rate;

? the expected future performance of the CMS spread;

? the volatility i.e., the frequency and magnitude of changes in the level of the CMS spread;

? economic, financial, regulatory, political, military and other events that affect CMS rates generally;

? interest rates and yield rates in the market;

? the time remaining until your notes mature; and

? our creditworthiness and the creditworthiness of The Goldman Sachs Group, Inc., whether actual or perceived, and

including actual or anticipated upgrades or downgrades in our credit ratings or the credit ratings of The Goldman Sachs
Group, Inc. or changes in other credit measures.
These factors, and many other factors, will influence the price you will receive if you sell your notes before maturity, including
the price you may receive for your notes in any market making transaction. If you sell your notes before maturity, you may receive
less than the face amount of your notes.
You cannot predict the future performance of the CMS spread based on its historical performance. The actual performance of
the CMS spread over the life of the offered notes after the first four interest periods, as well as the interest payable on each
interest payment date after the first four interest payment dates, may bear little or no relation to the hypothetical levels of the CMS
spread or to the hypothetical examples shown elsewhere in this prospectus supplement.
Ant ic ipa t e d H e dging Ac t ivit ie s by Goldm a n Sa c hs or Our Dist ribut ors M a y N e ga t ive ly I m pa c t I nve st ors in
t he N ot e s a nd Ca use Our I nt e re st s a nd T hose of Our Clie nt s a nd Count e rpa rt ie s t o be Cont ra ry t o T hose of
I nve st ors in t he N ot e s
Goldman Sachs expects to hedge our obligations under the notes by purchasing listed or over-the-counter options, futures
and/or other instruments linked to the CMS spread. Goldman Sachs also expects to adjust the hedge by, among other things,
purchasing or selling any of the foregoing, and perhaps other instruments linked to the CMS spread, at any time and from time to
time, and to unwind the hedge by selling any of the foregoing on or before any interest determination date for your notes.
Alternatively, Goldman Sachs may hedge all or part of our obligations under the notes with unaffiliated distributors of the notes
which we expect will undertake similar market activity. Goldman Sachs may also enter into, adjust and unwind hedging transactions
relating to other rate-linked notes whose returns are linked to changes in the level of the CMS spread.
In addition to entering into such transactions itself, or distributors entering into such transactions, Goldman Sachs may structure
such transactions for its clients or counterparties, or otherwise advise or assist clients or counterparties in entering into such
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20NC1yr Prospectus Supplement No. 1,371 dated April 10, 2017
transactions. These activities may be undertaken to achieve a variety of objectives, including: permitting other purchasers of the
notes or other securities to hedge their investment in whole or in part; facilitating transactions for other clients or counterparties that
may have business objectives or investment strategies that are inconsistent with or contrary to those of investors in the notes;
hedging the exposure of Goldman Sachs to the notes including any interest in the notes that it reacquires or retains as part of the
offering process, through its market-making activities or otherwise; enabling Goldman Sachs to comply with its internal risk limits or
otherwise manage firmwide, business unit or product risk; and/or enabling Goldman Sachs to take directional views as to relevant
markets on behalf of itself or its clients or counterparties that are inconsistent with or contrary to the views and objectives of the
investors in the notes.
Any of these hedging or other activities may adversely affect the levels of the CMS spread and therefore the market value of
your notes and the amount we will pay on your notes, if any. In addition, you

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should expect that these transactions will cause Goldman Sachs or its clients, counterparties or distributors to have economic
interests and incentives that do not align with, and that may be directly contrary to, those of an investor in the notes. Neither
Goldman Sachs nor any distributor will have any obligation to take, refrain from taking or cease taking any action with respect to
these transactions based on the potential effect on an investor in the notes, and may receive substantial returns on hedging or
other activities while the value of your notes declines. In addition, if the distributor from which you purchase notes is to conduct
hedging activities in connection with the notes, that distributor may otherwise profit in connection with such hedging activities and
such profit, if any, will be in addition to the compensation that the distributor receives for the sale of the notes to you. You should
be aware that the potential to earn fees in connection with hedging activities may create a further incentive for the distributor to sell
the notes to you in addition to the compensation they would receive for the sale of the notes.
As Ca lc ula t ion Age nt , GS& Co. Will H a ve t he Aut horit y t o M a k e De t e rm ina t ions t ha t Could Affe c t t he V a lue
of Y our N ot e s a nd t he Am ount Y ou M a y Re c e ive On Any I nt e re st Pa ym e nt Da t e
As calculation agent for your notes, GS&Co. will have discretion in making certain determinations that affect your notes,
including determining the CMS spread on any interest determination date in certain circumstances, which we will use to determine
the amount, if any, we will pay on any applicable interest payment date after the first four interest payment dates. See "Specific
Terms of Your Notes" below. The exercise of this discretion by GS&Co. could adversely affect the value of your notes and may
present GS&Co. with a conflict of interest. We may change the calculation agent at any time without notice and GS&Co. may
resign as calculation agent at any time upon 60 days' written notice to us.
Y our N ot e s M a y N ot H a ve a n Ac t ive T ra ding M a rk e t
Your notes will not be listed or displayed on any securities exchange or included in any interdealer market quotation system,
and there may be little or no secondary market for your notes. Even if a secondary market for your notes develops, it may not
provide significant liquidity and we expect that transaction costs in any secondary market would be high. As a result, the difference
between bid and asked prices for your notes in any secondary market could be substantial.
We Are Able t o Re de e m Y our N ot e s a t Our Opt ion
We have the right to redeem your notes, in whole but not in part, at 100% of their outstanding face amount plus any accrued
and unpaid interest up to but excluding the redemption date, on the interest payment date falling on April 13, 2018 and on each
interest payment date occurring thereafter, upon five business days' prior notice. Even if we do not exercise our option to redeem
your notes, our ability to do so may adversely affect the value of your notes. It is our sole option whether to redeem your notes
prior to maturity and we may or may not exercise this option for any reason. Because of this redemption option, the term of your
notes could be anywhere between one and twenty years.
Ce rt a in Conside ra t ions for I nsura nc e Com pa nie s a nd Em ploye e Be ne fit Pla ns
Any insurance company or fiduciary of a pension plan or other employee benefit plan that is subject to the prohibited
transaction rules of the Employee Retirement Income Security Act of 1974, as amended, which we call "ERISA", or the Internal
Revenue Code of 1986, as amended, including an IRA or a Keogh plan (or a governmental plan to which similar prohibitions
apply), and that is considering purchasing the offered notes with the assets of the insurance company or the assets of such a plan,
should consult with its counsel regarding whether the purchase or holding of the offered notes could become a "prohibited
transaction" under ERISA, the Internal Revenue Code or any substantially similar prohibition in light of the representations a
purchaser or holder in any of the above categories is deemed to make by purchasing and holding the offered notes. This is
discussed in more detail under "Employee Retirement Income Security Act" below.
We M a y Se ll a n Addit iona l Aggre ga t e Fa c e Am ount of t he N ot e s a t a Diffe re nt I ssue Pric e
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20NC1yr Prospectus Supplement No. 1,371 dated April 10, 2017
At our sole option, we may decide to sell an additional aggregate face amount of the notes subsequent to the date of this
prospectus supplement. The issue price of the notes in the subsequent sale may differ substantially (higher or lower) from the issue
price you paid as provided on the cover of this prospectus supplement.

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Y our N ot e s Will Be T re a t e d a s De bt I nst rum e nt s Subje c t t o Spe c ia l Rule s Gove rning Cont inge nt Pa ym e nt
De bt I nst rum e nt s for U .S. Fe de ra l I nc om e T a x Purpose s
We intend to treat the notes as debt instruments subject to special rules governing contingent payment debt instruments for
U.S. federal income tax purposes. If you are a U.S. individual or taxable entity, you generally will be required to pay taxes on
ordinary income from the notes over their term based on the comparable yield for the notes, subject to any positive and negative
adjustments based on the actual interest payments on the notes. This comparable yield is determined solely to calculate the
amount on which you will be taxed prior to maturity and is neither a prediction nor a guarantee of what the actual yield will be. In
addition, any gain you may recognize on the sale, exchange, redemption or maturity of the notes will be taxed as ordinary interest
income. If you are a secondary purchaser of the notes, the tax consequences to you may be different. Please see "Supplemental
Discussion of Federal Income Tax Consequences" below for a more detailed discussion. Please also consult your tax advisor
concerning the U.S. federal income tax and any other applicable tax consequences to you of owning your notes in your particular
circumstances.
Fore ign Ac c ount T a x Com plia nc e Ac t (FAT CA) Wit hholding M a y Apply t o Pa ym e nt s on Y our N ot e s, I nc luding
a s a Re sult of t he Fa ilure of t he Ba nk or Brok e r T hrough Whic h Y ou H old t he N ot e s t o Provide I nform a t ion
t o T a x Aut horit ie s
Please see the discussion under "United States Taxation -- Taxation of Debt Securities -- Foreign Account Tax Compliance
Act (FATCA) Withholding" in the accompanying prospectus for a description of the applicability of FATCA to payments made on
your notes.

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SPECI FI C T ERM S OF Y OU R N OT ES

We refer to the notes we are offering by this prospectus supplement as the "offered notes" or the "notes". Please note that in this
prospectus supplement, references to "GS Finance Corp.", "we", "our" and "us" mean only GS Finance Corp. and do not include
its subsidiaries or affiliates, references to "The Goldman Sachs Group, Inc.", our parent company, mean only The Goldman Sachs
Group, Inc. and do not include its subsidiaries or affiliates and references to "Goldman Sachs" mean The Goldman Sachs Group,
Inc. together with its consolidated subsidiaries and affiliates, including us. Also, references to the "accompanying prospectus"
mean the accompanying prospectus, dated December 22, 2015, and references to the "accompanying prospectus supplement"
mean the accompanying prospectus supplement, dated December 22, 2015, for Medium-Term Notes, Series E, in each case of
GS Finance Corp. and The Goldman Sachs Group, Inc. Please note that in this section entitled "Specific Terms of Your Notes",
references to "holders" mean those who own notes registered in their own names, on the books that we or the trustee maintain for
this purpose, and not those who own beneficial interests in notes registered in street name or in notes issued in book-entry form
through The Depository Trust Company. Please review the special considerations that apply to owners of beneficial interests in
the accompanying prospectus, under "Legal Ownership and Book-Entry Issuance".
The offered notes are part of a series of debt securities, entitled "Medium-Term Notes, Series E", that we may issue under the
indenture from time to time as described in the accompanying prospectus supplement and accompanying prospectus. The offered
notes are also "indexed debt securities", as defined in the accompanying prospectus.
This prospectus supplement summarizes specific financial and other terms that apply to the offered notes, including your notes;
terms that apply generally to all Series E medium-term notes are described in "Description of Notes We May Offer" in the
accompanying prospectus supplement. The terms described here supplement those described in the accompanying prospectus
supplement and the accompanying prospectus and, if the terms described here are inconsistent with those described there, the
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20NC1yr Prospectus Supplement No. 1,371 dated April 10, 2017
terms described here are controlling.
In addition to those terms described under "Summary Information" in this prospectus supplement, the following terms will apply
to your notes:
Spe c ifie d c urre nc y:

? U.S. dollars ("$")
Form of not e :

? global form only: yes, at DTC

? non-global form available: no
De nom ina t ions: each note registered in the name of a holder must have a face amount of $1,000 or an integral multiple of
$1,000 in excess thereof
De fe a sa nc e a pplie s a s follow s:

? full defeasance: no

? covenant defeasance: no
Ot he r t e rm s:

? a business day for your notes will not be the same as a business day for our other Series E medium-term notes, as

described under "-- Special Calculation Provisions" below
Please note that the information about the settlement or trade date, issue price, discount or commission and net proceeds to
GS Finance Corp. on the front cover page or elsewhere in this prospectus supplement relates only to the initial issuance and sale
of the offered notes. We may decide

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to sell additional notes on one or more dates after the date of this prospectus supplement, at issue prices, underwriting discounts
and net proceeds that differ from the amounts set forth on the front cover page or elsewhere in this prospectus supplement. If you
have purchased your notes in a market-making transaction after the initial issuance and sale of the offered notes, any such
relevant information about the sale to you will be provided in a separate confirmation of sale.
We describe the terms of your notes in more detail below.
Pa ym e nt of Princ ipa l on St a t e d M a t urit y Da t e
With respect to the offered notes that have not been redeemed, on the stated maturity date we will pay you an amount in cash
equal to the outstanding face amount of your notes.
Stated Maturity Date
The stated maturity date is April 13, 2037, subject to our early redemption right. If the stated maturity date falls on a day that is
not a business day, payment of principal otherwise due on such day will be made on the next succeeding business day, and no
interest on such payment shall accrue for the period from and after the stated maturity date.
I nt e re st Pa ym e nt s
During the first four interest periods, the interest rate on the notes will be 9.00% per annum. For each interest period thereafter,
the interest rate will be based upon the CMS spread on the relevant interest determination date for such interest period and will be
a rate per annum equal to:

? if (i) the CMS spread minus 0.25% times (ii) 10.00 is greater than or equal to 10.00%, the maximum interest rate;

? if (i) the CMS spread minus 0.25% times (ii) 10.00 is less than 10.00% but greater than 0.00%, (i) the CMS spread minus

0.25% times (ii) 10.00; or

? if the CMS spread minus 0.25% is equal to or less than 0.00%, 0.00%.
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Document Outline

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