Bond Goldman & Sachs 0% ( US38141GWN05 ) in USD

Goldman & Sachs

99.951 % ▼

United States

US38141GWN05 ( in USD )

24/07/2023 - Bond has expired

Prospectus brochure of the bond Goldman Sachs US38141GWN05 in USD 0%, expired

2 000 USD

750 000 000 USD

38141GWN0

Goldman Sachs is a leading global investment banking, securities, and investment management firm that provides a wide range of financial services to corporations, governments, and high-net-worth individuals.

The Bond issued by Goldman & Sachs ( United States ) , in USD, with the ISIN code US38141GWN05, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 24/07/2023

Prospectus Supplement July 2017 FRN due 2023
424B2 1 d425475d424b2.htm PROSPECTUS SUPPLEMENT JULY 2017 FRN DUE 2023
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-219206
Prospectus Supplement to Prospectus dated July 10, 2017.

$750,000,000
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
1.00%, reset quarterly, on January 24, April 24, July 24 and October 24 of each year. The first such payment will be made on
October 24, 2017. The notes will mature on the stated maturity date, July 24, 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. In addition, The Goldman Sachs Group, Inc. may redeem the notes on July 24, 2022 and January 24, 2023 at par plus
accrued and unpaid interest. See "Specific Terms of the Notes -- Terms of the Notes -- Optional 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
100.000%
$750,000,000
Underwriting discount

0.350%
$
2,625,000
Proceeds, before expenses, to The Goldman Sachs Group, Inc.

99.650%
$747,375,000

The initial price to public set forth above does not include accrued interest, if any. Interest on the notes will accrue from July
24, 2017 and must be paid by the purchaser if the notes are delivered after July 24, 2017.

The underwriters expect to deliver the notes through the facilities of The Depository Trust Company against payment in New
York, New York on July 24, 2017.
The Goldman Sachs Group, Inc. may use this prospectus supplement and the accompanying prospectus in the initial sale of
the notes. In addition, Goldman Sachs & Co. LLC or any other affiliate of The Goldman Sachs Group, Inc. may use this prospectus
supplement and the accompanying prospectus in a market-making transaction in the notes after their initial sale, and unless they
inform the purchaser otherwise in the confirmation of sale, this prospectus supplement and accompanying prospectus are being
used by them in a market-making transaction.
Goldm a n Sa c hs & Co. LLC

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

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

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
Re gions Se c urit ie s LLC

Sa nt a nde r
Sc ot ia ba nk

SM BC N ik k o
https://www.sec.gov/Archives/edgar/data/886982/000119312517232639/d425475d424b2.htm[7/21/2017 1:05:13 PM]

Prospectus Supplement July 2017 FRN due 2023
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
Ac a de m y Se c urit ie s

Dre x e l H a m ilt on
M isc hle r Fina nc ia l Group, I nc .

T he Willia m s Ca pit a l Group, L.P.

Prospectus Supplement dated July 19, 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-8
Validity of the Notes
S-9
Experts
S-9
Review of Unaudited Condensed Consolidated Financial Statements by Independent Registered Public Accounting Firm S-9
Underwriting
S-10
Conflicts of Interest
S-13

Prospectus dated July 10, 2017
Available Information

2
Prospectus Summary

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

8
Use of Proceeds

13
Description of Debt Securities We May Offer

14
Description of Warrants We May Offer

45
Description of Purchase Contracts We May Offer

61
Description of Units We May Offer

66
Description of Preferred Stock We May Offer

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

79
Legal Ownership and Book-Entry Issuance

84
Considerations Relating to Floating Rate Securities

89
Considerations Relating to Indexed Securities

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

91
United States Taxation

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

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

Please note that throughout this prospectus supplement, references to "The Goldman Sachs Group, Inc.", "we", "our" and "us"
https://www.sec.gov/Archives/edgar/data/886982/000119312517232639/d425475d424b2.htm[7/21/2017 1:05:13 PM]

Prospectus Supplement July 2017 FRN due 2023
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: $750,000,000

· 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 : July 24, 2017

· St a t e d m a t urit y: July 24, 2023

· I nt e re st ra t e : Base rate plus the spread

· 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"

· I nde x m a t urit y: Three-month

· I nde x c urre nc y: U.S. dollar

· Spre a d: 1.00% per annum

· I nit ia l ba se ra t e : The base rate in effect for the initial interest period will be the three-month U.S. dollar LIBOR rate on July
20, 2017, as determined by the calculation agent as described below under "-- Determination of Interest Rate"

· 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 July 24, 2017 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 April 24, 2023 to, but excluding, the stated maturity date.

S-3
Table of Contents
· I nt e re st de t e rm ina t ion da t e : Two London business days prior to the first day of each interest period

· I nt e re st re se t da t e s: Every January 24, April 24, July 24 and October 24, commencing on October 24, 2017

· I nt e re st pa ym e nt da t e s: Every January 24, April 24, July 24 and October 24, commencing on October 24, 2017, 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: July 24, 2017

· First due da t e for int e re st : October 24, 2017

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

https://www.sec.gov/Archives/edgar/data/886982/000119312517232639/d425475d424b2.htm[7/21/2017 1:05:13 PM]

Prospectus Supplement July 2017 FRN due 2023
· 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, 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 July
19, 2017.

· Opt iona l Re de m pt ion: In addition, on each of July 24, 2022 and January 24, 2023, 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

S-4
Table of Contents
notes being redeemed plus accrued and unpaid interest to but excluding the redemption date. We will give the notice of

redemption in the manner described under "Description of Debt Securities We May Offer -- Notices" in the accompanying
prospectus.

· N o ot he r re de m pt ion: We will not be permitted to redeem the notes before their stated maturity, except as described above.
The notes will not be entitled to the benefit of any sinking fund -- that is, we will not deposit money on a regular basis into any
separate custodial account to repay your note.

· Re pa ym e nt a t opt ion of holde r: None

· CU SI P N o.: 38141GWN0

· I SI N N o.: US38141GWN05

· 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 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
https://www.sec.gov/Archives/edgar/data/886982/000119312517232639/d425475d424b2.htm[7/21/2017 1:05:13 PM]

Prospectus Supplement July 2017 FRN due 2023
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 rate described above does not so appear on the Reuters screen LIBOR01 (or any successor or replacement page), then
LIBOR will be determined on the basis of the rates, at approximately 11:00 A.M., London time, on the second London business
day immediately preceding the first day of such interest period, at which deposits of the following kind are offered to prime banks
in the London interbank market by four major banks in that market selected by the calculation agent: three-month deposits in
U.S. dollars, beginning on the first day of such interest period, and in a Representative Amount. The calculation agent will
request the principal London office of each of these banks to provide a quotation of its rate. If at least two quotations are
provided, LIBOR for the second London business day immediately preceding the first day of such interest period will be the
arithmetic mean of the quotations.

· If fewer than two of the requested quotations described above are provided, LIBOR for the second London business day
immediately preceding the first day of such interest period will be the arithmetic mean of the rates for loans of the following kind
to leading European banks quoted, at approximately 11:00 A.M., New York City time, on the second London business day
immediately preceding the first day of such interest period, by major banks in New York City selected by the calculation agent:
three-month loans of U.S. dollars, beginning on the first day of such interest period, and in a Representative Amount.

· If no quotation is provided as described above, then the calculation agent, after consulting such sources as it deems comparable
to any of the foregoing quotations or display page, or any such source as it deems reasonable from which to estimate LIBOR or
any of the foregoing lending rates, shall determine LIBOR for the second London business day immediately preceding the first
day of such interest period in its sole discretion.
The calculation agent's determination of any interest rate, and its calculation of the amount of interest for any interest period,
will be on file at our principal offices, will be made available to any noteholder upon request and will be final and binding in the
absence of manifest error.

S-5
Table of Contents
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
Please refer to the discussion under "Considerations Relating to Floating Rate Securities" in the accompanying prospectus
for a description of the considerations relating to LIBOR.
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
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
https://www.sec.gov/Archives/edgar/data/886982/000119312517232639/d425475d424b2.htm[7/21/2017 1:05:13 PM]

Prospectus Supplement July 2017 FRN due 2023
notes. The exercise of this discretion by Goldman Sachs & Co. LLC could adversely affect the value of your notes and may present
Goldman Sachs & Co. LLC with a conflict of interest. We may change the calculation agent at any time without notice, 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".

S-6
Table of Contents
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-7
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
https://www.sec.gov/Archives/edgar/data/886982/000119312517232639/d425475d424b2.htm[7/21/2017 1:05:13 PM]

Prospectus Supplement July 2017 FRN due 2023
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.

S-8
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.
Sullivan & Cromwell LLP has in the past represented and continues to represent The Goldman Sachs Group, Inc. on a regular
basis and in a variety of matters, including offerings of our common stock, preferred stock and debt securities. Sullivan & Cromwell
LLP also performed services for The Goldman Sachs Group, Inc. in connection with the offering of the notes described in this
prospectus supplement.
EX PERT S
The financial statements and management's assessment of the effectiveness of internal control over financial reporting
(which is included in Management's Report on Internal Control over Financial Reporting) of The Goldman Sachs Group, Inc.
incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December 31,
2016 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public
accounting firm, given on the authority of said firm as experts in auditing and accounting.
The historical income statement data, balance sheet data and common share data set forth in "Selected Financial Data" as
of and for the years ended December 31, 2016, December 31, 2015, December 31, 2014, December 31, 2013 and December 31,
2012 incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December
31, 2016 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public
accounting firm, given on the authority of said firm as experts in auditing and accounting.
REV I EW OF U N AU DI T ED CON DEN SED CON SOLI DAT ED FI N AN CI AL ST AT EM EN T S BY I N DEPEN DEN T
REGI ST ERED PU BLI C ACCOU N T I N G FI RM
With respect to the unaudited condensed consolidated financial statements of The Goldman Sachs Group, Inc. for the three
month periods ended March 31, 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 report dated May 3, 2017 incorporated by reference in this prospectus supplement states 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 report 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 report on
the unaudited condensed consolidated financial statements because that report is 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-9
https://www.sec.gov/Archives/edgar/data/886982/000119312517232639/d425475d424b2.htm[7/21/2017 1:05:13 PM]

Prospectus Supplement July 2017 FRN due 2023
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 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

$
585,000,000
BB&T Capital Markets, a division of BB&T Securities, LLC

7,500,000
BBVA Securities Inc.

7,500,000
BMO Capital Markets Corp.

7,500,000
BNY Mellon Capital Markets, LLC

7,500,000
Capital One Securities, Inc.

7,500,000
ING Financial Markets LLC

7,500,000
KeyBanc Capital Markets Inc.

7,500,000
Lloyds Securities Inc.

7,500,000
Mizuho Securities USA LLC

7,500,000
PNC Capital Markets LLC

7,500,000
Rabo Securities USA, Inc.

7,500,000
RBC Capital Markets, LLC

7,500,000
Regions Securities LLC

7,500,000
Santander Investment Securities Inc.

7,500,000
Scotia Capital (USA) Inc.

7,500,000
SMBC Nikko Securities America, Inc.

7,500,000
SunTrust Robinson Humphrey, Inc.

7,500,000
TD Securities (USA) LLC

7,500,000
UniCredit Capital Markets LLC

7,500,000
U.S. Bancorp Investments, Inc.

7,500,000
Academy Securities, Inc.

3,750,000
Drexel Hamilton, LLC

3,750,000
Mischler Financial Group, Inc.

3,750,000
The Williams Capital Group, L.P.

3,750,000

Total

$
750,000,000

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

$ 2,625,000
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, 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

S-10
https://www.sec.gov/Archives/edgar/data/886982/000119312517232639/d425475d424b2.htm[7/21/2017 1:05:13 PM]

Prospectus Supplement July 2017 FRN due 2023
Table of Contents
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.
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.
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a
"Relevant Member State"), each underwriter has represented and agreed that with effect from and including the date on which the
Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made and will
not make an offer of notes which are the subject of the offering contemplated by this prospectus supplement 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;

(b) at any time to fewer than 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 underwriter 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 (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in
the Relevant Member State.
Each underwriter has represented and agreed that:

(a) 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 Financial Services and

Markets Act 2000 ("FSMA")) received by it in connection with the issue or sale of the notes in circumstances in which
Section 21(1) of the FSMA does not apply to The Goldman Sachs Group, Inc.; and

S-11
Table of Contents
(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation

to the notes in, from or otherwise involving the United Kingdom.
The notes may not be offered or sold in Hong Kong by means of any document other than (i) to "professional investors" as
defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) and any rules made thereunder, or (ii) in
other circumstances which do not result in the document being a "prospectus" as defined in the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) or which do not constitute an offer to the public within
the meaning of that 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
https://www.sec.gov/Archives/edgar/data/886982/000119312517232639/d425475d424b2.htm[7/21/2017 1:05:13 PM]

Prospectus Supplement July 2017 FRN due 2023
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" 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
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 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 transferable for six months after that corporation 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 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, (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 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 (as defined in Section 4A of the SFA)) 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.

S-12
Table of Contents
The notes 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 notes 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 may be sold in Canada 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 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 and the accompanying prospectus (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.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required
to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
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.
https://www.sec.gov/Archives/edgar/data/886982/000119312517232639/d425475d424b2.htm[7/21/2017 1:05:13 PM]

Document Outline

#1">
- #1">