Bond Goldman & Sachs 0.66% ( US38150A4Q55 ) in USD

Goldman & Sachs

100 % ⇌

United States

US38150A4Q55 ( in USD )

0.66% per year ( payment 2 times a year)

29/09/2027

Prospectus brochure of the bond Goldman Sachs US38150A4Q55 en USD 0.66%, maturity 29/09/2027

1 000 USD

10 000 000 USD

38150A4Q5

N/A

A2 ( Upper medium grade - Investment-grade )

29/03/2026 ( In 146 days )

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.

Goldman Sachs, a globally recognized financial institution headquartered in the United States and a major player in investment banking, securities, and asset management, has an outstanding U.S.-issued bond, identified by ISIN US38150A4Q55 (CUSIP 38150A4Q5), which is denominated in USD and currently trades at 100% of its face value; this obligation offers a 0.66% annual interest rate paid semi-annually, is part of a total issuance size of 10,000,000, has a minimum investment threshold of 1,000, matures on September 29, 2027, and holds an A2 credit rating from Moody's.

Prospectus Supplement No. 65 dated September 22, 2017
424B2 1 d460761d424b2.htm PROSPECTUS SUPPLEMENT NO. 65 DATED SEPTEMBER 22, 2017
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-219206

T he Goldm a n Sa c hs Group, I nc .
$10,000,000
Fixed and Floating Rate Notes due 2027

We will pay a fixed rate of interest at a rate of 4.65% per annum quarterly on March 29, June 29, September 29 and
December 29 of each year, commencing on December 29, 2017 to, and including, September 29, 2019. After September 29, 2019,
interest will be payable quarterly on March 29, June 29, September 29 and December 29 of each year, commencing on
December 29, 2019 to, and including, the stated maturity date (September 29, 2027) at a floating rate equal to the then-applicable
10-year CMS rate, subject to the minimum interest rate of 0% per annum. The notes will mature on the stated maturity date. On
the stated maturity date, you will receive $1,000, plus any accrued and unpaid interest, for each $1,000 of the face amount of your
notes.
The interest on your notes for each quarterly interest period commencing on or after September 29, 2019 will be a rate equal
to the then-applicable 10-year CMS rate, determined on the relevant interest determination date, subject to the minimum interest
rate.
Y our inve st m e nt in t he not e s involve s c e rt a in risk s, inc luding our c re dit risk . Se e pa ge S -6 .
You should read the disclosure herein to better understand the terms and risks of your investment.

Origina l issue da t e :
September 29, 2017
Origina l issue pric e :
100% of the face amount
U nde rw rit ing disc ount : 1.45% of the face amount
N e t proc e e ds t o t he issue r: 98.55% of the face amount
In addition to offers and sales at the initial price to public, the underwriters may offer the notes from time to time for sale in one
or more transactions at market prices prevailing at the time of sale, at prices related to market prices or at negotiated prices.
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. LLC
Prospectus Supplement No. 65 dated September 22, 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.
Goldman Sachs may use this prospectus in the initial sale of the offered notes. In addition, Goldman Sachs & Co. LLC, or any
other affiliate of Goldman Sachs may use this prospectus in a market-making transaction in a note after its initial sale. Unless
Goldman Sachs or its agent informs the purchaser otherwise in the confirmation of sale, this prospectus is being used in
https://www.sec.gov/Archives/edgar/data/886982/000119312517293187/d460761d424b2.htm[9/26/2017 10:37:30 AM]

Prospectus Supplement No. 65 dated September 22, 2017
a market-making transaction.

About Y our Prospe c t us

The notes are part of the Medium-Term Notes, Series N program of 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 July 10, 2017

· Prospectus dated July 10, 2017

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
Table of Contents
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 "The Goldman Sachs Group, Inc.", "we", "our" and "us" mean only The Goldman Sachs
Group, Inc. and do not include its consolidated subsidiaries, while references to "Goldman Sachs" mean The Goldman Sachs
Group, Inc., together with its consolidated subsidiaries. Also, references to the "accompanying prospectus" mean the
accompanying prospectus, dated July 10, 2017, as supplemented by the accompanying prospectus supplement, dated July 10,
2017, relating to Medium-Term Notes, Series N, of 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".
References to the "indenture" in this prospectus supplement mean the senior debt indenture, dated July 16, 2008, as amended,
between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee.
K e y T e rm s
I ssue r: The Goldman Sachs Group, Inc.
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
Fa c e a m ount : each note will have a face amount equal to $1,000, or an integral multiple of $1,000 in excess thereof;
$10,000,000 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
St a t e d m a t urit y da t e : September 29, 2027
T ra de da t e : September 22, 2017
Origina l issue da t e (se t t le m e nt da t e ): September 29, 2017
Form of N ot e s: global form only
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: The notes will be treated as variable rate debt
instruments for U.S. federal income tax purposes. Under this characterization, it is the opinion of Sidley Austin LLP that you should
include the amounts treated as qualified stated interest in ordinary income at the time you receive or accrue such payments,
depending on your regular method of accounting for tax purposes. In addition, you should be required to include any original issue
discount in ordinary income as such original issue discount accrues, regardless of your method of accounting for tax purposes. Any
gain or loss you recognize upon the sale, exchange or maturity of your notes should be capital gain or loss. Please see
"Supplemental Discussion of Federal Income Tax Consequences" below for a more detailed discussion.
https://www.sec.gov/Archives/edgar/data/886982/000119312517293187/d460761d424b2.htm[9/26/2017 10:37:30 AM]

Prospectus Supplement No. 65 dated September 22, 2017
Fix e d int e re st ra t e : for the fixed rate interest periods, interest on the notes will be 4.65% per annum
Fix e d ra t e int e re st pa ym e nt da t e s: March 29, June 29, September 29 and December 29 of each year, commencing on
December 29, 2017 to, and including, September 29, 2019
Fix e d ra t e int e re st pe riods: quarterly; the periods from and including a fixed rate interest payment date (or the original issue
date, in the case of the first fixed rate interest period) to but excluding the following fixed rate interest payment date
Floa t ing int e re st ra t e : for the floating rate interest periods commencing on or after September 29, 2019 to, but excluding, the
stated maturity date, a rate per annum equal to the base rate, determined on the relevant interest determination date, subject to
the minimum interest rate
Ba se ra t e for t he floa t ing ra t e int e re st pe riods: 10-year CMS rate (as described under "Historical 10-Year CMS Rates"
below and in the accompanying prospectus supplement under "Description of the Notes We May Offer Interest Rates CMS
Rate Notes")
I nde x m a t urit y: 10 years

S-3
Table of Contents
M inim um int e re st ra t e : 0% per annum
Floa t ing ra t e int e re st pa ym e nt da t e s: March 29, June 29, September 29 and December 29 of each year, commencing on
December 29, 2019, to, and including, the stated maturity date, subject to adjustments as described elsewhere in the prospectus
supplement
Floa t ing ra t e int e re st pe riods: quarterly; the periods from and including a floating rate interest payment date (or the final fixed
rate interest payment date, in the case of the first floating rate interest period) to but excluding the next succeeding floating rate
interest payment date (or the stated maturity date, in the case of the final floating rate interest period)
I nt e re st de t e rm ina t ion da t e s: for each floating rate interest period, the second U.S. Government securities business day
preceding the floating rate interest reset date
Busine ss da y c onve nt ion: following unadjusted; applicable to interest payment dates and floating rate interest reset dates
Floa t ing ra t e int e re st re se t da t e s: every March 29, June 29, September 29 and December 29 of each year, commencing on
September 29, 2019
Da y c ount c onve nt ion: 30/360 (ISDA), as described under "Additional Information About the Notes-- Day Count Convention"
below.
Re gula r re c ord da t e s: the day immediately prior to the day on which the interest payment is to be made (as such payment day
may be adjusted under the applicable business day convention)
N o list ing: the notes will not be listed or displayed on any securities exchange or interdealer market quotation system
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 any debt securities that is, they will
not be entitled to declare the principal amount of any notes to be immediately due and payable. See "Risks Relating to Regulatory
Resolution Strategies and Long-Term Debt Requirements" and "Description of Debt Securities We May Offer -- Default, Remedies
and Waiver of Default -- Securities Issued on or after January 1, 2017 under the 2008 Indenture" in the accompanying prospectus
for further details.
N o re de m pt ion: the notes will not be subject to redemption right or price dependent redemption right
Busine ss Da y: New York business day.
De fe a sa nc e a pplie s a s follow s:

? full defeasance: no

? covenant defeasance: no
Ca lc ula t ion a ge nt : Goldman Sachs & Co. LLC
https://www.sec.gov/Archives/edgar/data/886982/000119312517293187/d460761d424b2.htm[9/26/2017 10:37:30 AM]

Prospectus Supplement No. 65 dated September 22, 2017
CU SI P no.: 38150A4Q5
I SI N no.: US38150A4Q55
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-4
Table of Contents
H Y POT H ET I CAL EX AM PLES
The following table is provided for purposes of illustration only. It should not be taken as an indication or prediction of future
investment results and is intended merely to illustrate the method we will use to calculate the amount of interest accrued during
each interest period following the twelfth interest period.
The table below is based on 10-year CMS rates that are entirely hypothetical; no one can predict what the 10-year CMS rate
will be on any day during the floating rate interest periods, and no one can predict the interest that will accrue on your notes in any
floating rate interest period.
For these reasons, the actual 10-year CMS rates during the floating rate interest periods, as well as the interest payable on
each floating rate interest payment date, may bear little relation to the hypothetical table shown below or to the historical 10-year
CMS rates shown elsewhere in this prospectus supplement. For information about the 10-year CMS rates during recent periods,
see "Historical 10-year CMS Rates" on page S-11. Before investing in the offered notes, you should consult publicly available
information to determine the 10-year CMS rates between the date of this prospectus supplement and the date of your purchase of
the offered notes.
The following table illustrates the method we will use to calculate the interest rate at which interest will accrue on each day
included in each floating rate interest period, subject to the key terms and assumptions below.
The percentage amounts in the left column of the table below represent hypothetical 10-year CMS rates on a given floating
rate interest determination date. The right column of the table below represent the hypothetical interest rate that would be payable
on a given floating rate interest payment date, based on the corresponding hypothetical 10-year CMS rate. The information in the
table also reflects the key terms and assumptions in the box below.

K e y T e rm s a nd Assum pt ion
Face amount

$1,000
Minimum interest rate
0% per annum
Also, the hypothetical examples shown below do not take into account the effects of applicable taxes.

H ypot he t ic a l int e re st a m ount pa ya ble on a
floa t ing ra t e
H ypot he t ic a l 1 0 -Y e a r CM S Ra t e

int e re st pa ym e nt da t e
-3.00%

0.00%*
-2.00%

0.00%*
-1.00%

0.00%*
0.00%

0.00%
0.20%

0.20%
0.25%

0.25%
0.90%

0.90%
1.00%

1.00%
1.05%

1.05%
2.35%

2.35%
3.00%

3.00%
4.00%

4.00%
5.50%

5.50%
7.00%

7.00%
* Interest is floored at the minimum interest rate of 0.00% per annum for the floating rate interest payment dates.
Payments on the notes are economically equivalent to the amounts that would be paid on a combination of other instruments.
For example, payments on the notes are economically equivalent to the amounts that would be paid on a combination of an
interest-bearing bond bought, and an option bought, by the holder (with an implicit option premium paid over time by the holder).
https://www.sec.gov/Archives/edgar/data/886982/000119312517293187/d460761d424b2.htm[9/26/2017 10:37:30 AM]

Prospectus Supplement No. 65 dated September 22, 2017
The discussion in this paragraph does not modify or affect the terms of the notes or the United States income tax treatment of the
notes, as described elsewhere in this prospectus supplement.

We cannot predict the actual 10-year CMS rate on any day or the market value of your notes, nor can we predict the
relationship between the 10-year CMS rate and the market value of your notes at any time prior to the stated maturity date. The
actual interest payment that a holder of the offered notes will receive on each floating rate interest payment date and the rate of
return on the offered notes will depend on the actual 10-year CMS rates determined by the calculation agent over the life of your
notes. Moreover, the assumptions on which the hypothetical table is based may turn out to be inaccurate. Consequently, the
interest amount to be paid in respect of your notes on each floating rate interest payment date may be very different from the
information reflected in the table above.

S-5
Table of Contents
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, dated July 10, 2017, and in the accompanying prospectus supplement, dated July 10, 2017. Your
notes are a riskier investment than ordinary debt securities. You should carefully review these risks and considerations as well as
the terms of the notes described herein and in the accompanying prospectus, dated July 10, 2017, as supplemented by the
accompanying prospectus supplement, dated July 10, 2017, of The Goldman Sachs Group, Inc. 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 N ot e s Are Subje c t t o t he Cre dit Risk of t he I ssue r
Although the return on the notes will be based in part on the performance of the 10-year CMS rate, the payment of any
amount due on the notes is subject to our credit risk. 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. See "Description of the Notes We May Offer -- Information About Our Medium-Term Notes, Series N
Program -- How the Notes Rank Against Other Debt" on page S-5 of the accompanying prospectus supplement.
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
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.
T he Am ount of I nt e re st Pa ya ble on Y our N ot e s Will N ot Be Affe c t e d by t he 1 0 -Y e a r CM S Ra t e on Any Da y
Ot he r T ha n a n I nt e re st De t e rm ina t ion Da t e
For each interest period after the first twelve interest periods, the amount of interest payable on each floating rate interest
payment date is calculated based on the 10-year CMS rate on the applicable interest determination date. Although the actual
10-year CMS rate on a floating rate interest payment date or at other times during a floating rate interest period may be higher
than the 10-year CMS rate on the applicable interest determination date, you will not benefit from the 10-year CMS rate at any
time other than on the interest determination date for such floating rate interest period.
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 the 10-year
CMS rate being artificially lower (or higher) than it would otherwise have been. Any changes or reforms affecting the determination
or supervision of ISDAfix (or ICE Swap Rate) in light of these investigations may result in a sudden or prolonged increase or
decrease in reported ISDAfix (or ICE Swap Rate), which could have an adverse impact on the trading market for ISDAfix (or ICE
Swap Rate)-benchmarked securities such as your notes, the value of your notes and any payments on your notes.
T he H ist oric a l Le ve ls of t he 1 0 -Y e a r CM S Ra t e Are N ot a n I ndic a t ion of t he Fut ure Le ve ls of t he 1 0 -Y e a r
CM S Ra t e
In the past, the level of the 10-year CMS rate has experienced significant fluctuations. You should note that historical levels,
fluctuations and trends of the 10-year CMS rate are not necessarily indicative of future levels. Any historical upward or downward
trend in the 10-year CMS rate is not an indication that the 10-year CMS rate is more or less likely to increase or decrease at any
time during an interest period, and you should not take the historical levels of the 10-year CMS rate as an indication of its future
https://www.sec.gov/Archives/edgar/data/886982/000119312517293187/d460761d424b2.htm[9/26/2017 10:37:30 AM]

Prospectus Supplement No. 65 dated September 22, 2017
performance.
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 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 maturity date, 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.

S-6
Table of Contents
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 10-year CMS rate;

?
the volatility i.e., the frequency and magnitude of changes in the level of the 10-year CMS rate;

?
the expected future performance of the 10-year CMS rate;

?
economic, financial, regulatory, political, military and other events that affect the level of the 10-year CMS rate generally;

?
interest rate and yield rates in the market;

?
the time remaining until your notes mature; and

?
our creditworthiness, whether actual or perceived, and including actual or anticipated upgrades or downgrades in our credit

ratings 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 10-year CMS rate based on its historical performance. The actual
performance of the 10-year CMS rate over the life of the offered notes may bear little or no relation to the historical levels of the
10-year CMS rate or to the hypothetical examples shown elsewhere in this prospectus supplement.
I f t he 1 0 -Y e a r CM S Ra t e 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 10-year CMS rate. Changes in the 10-year CMS rate may not result in a
comparable change in the market value of your notes. We discuss some of the reasons for this disparity under "-- The Amount of
Interest Payable on Your Notes Will Not Be Affected by the 10-year CMS rate on Any Day Other Than an Interest Determination
Date" and "-- The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors" above.
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 futures and/or other instruments linked to
10-year CMS rate. 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 10-year CMS rate, at any time and from time to time, and to unwind the hedge
by selling any of the foregoing on or before the final 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 10-year CMS rate-
linked notes whose returns are linked to 10-year CMS rate.
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
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
https://www.sec.gov/Archives/edgar/data/886982/000119312517293187/d460761d424b2.htm[9/26/2017 10:37:30 AM]

Prospectus Supplement No. 65 dated September 22, 2017
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 10-year CMS rate -- and therefore the market value
of your notes and the amount we will pay on your notes at maturity. In addition, you 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

S-7
Table of Contents
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 , Goldm a n Sa c hs & Co. LLC 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, Goldman Sachs & Co. LLC will have discretion in making certain determinations that affect
your notes, including determining the 10-year CMS rate on any interest determination date, which we will use to determine the
amount we will pay on any applicable floating rate interest payment date during the floating rate interest periods. 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 Goldman Sachs.
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.
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.
Y ou M a y Be Re quire d t o Ac c rue I nt e re st in Ex c e ss of I nt e re st Pa ym e nt s Follow ing t he I nit ia l Fix e d Ra t e
I nt e re st Pe riods
Under the rules governing variable rate debt instruments discussed below under "Supplemental Discussion of Federal Income
Tax Consequences", you may be required to accrue an amount of interest in the initial fixed rate interest periods of your note that
is less than the stated interest on your note in such periods. Conversely, you may be required to accrue an amount of interest in
the floating rate interest periods of your note that exceeds the stated interest on your note in such periods.
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
https://www.sec.gov/Archives/edgar/data/886982/000119312517293187/d460761d424b2.htm[9/26/2017 10:37:30 AM]

Prospectus Supplement No. 65 dated September 22, 2017
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.

S-8
Table of Contents
U SE OF PROCEEDS
We will use the net proceeds we receive from the sale of the offered notes for the purposes we describe in the accompanying
prospectus under "Use of Proceeds".
H EDGI N G
In anticipation of the sale of the offered notes, we and/or our affiliates have entered into or expect to enter into hedging
transactions involving purchases of instruments linked to the 10-year CMS rate. In addition, from time to time, we and/or our
affiliates expect to enter into additional hedging transactions and to unwind those we have entered into, in connection with the
offered notes and perhaps in connection with other notes we issue, some of which may have returns linked to the 10-year CMS
rate. Consequently, with regard to your notes, from time to time, we and/or our affiliates:

?
expect to acquire or dispose of positions in over-the-counter options, futures or other instruments linked to the

10-year CMS rate, and/or

?
may take short positions in securities of the kind described above -- i.e., we and/or our affiliates may sell securities

of the kind that we do not own or that we borrow for delivery to purchaser, and/or

?
may take or dispose of positions in interest rate swaps, options swaps and treasury bonds.
We and/or our affiliates may also acquire a long or short position in securities similar to your notes from time to time and may,
in our or their sole discretion, hold or resell those securities.
In the future, we and/or our affiliates expect to close out hedge positions relating to the offered notes and perhaps relating to
other notes with returns linked to the 10-year CMS rate. These steps may also involve sales and/or purchases of some or all of the
listed or over-the-counter options, futures or other instruments linked to the 10-year CMS rate.

The hedging activity discussed above may adversely affect the market value of your notes from time to time and the amount
we will pay on your notes. See "Additional Risk Factors Specific to Your Notes" above for a discussion of these adverse effects.

S-9
Table of Contents
ADDI T I ON AL I N FORM AT I ON ABOU T T H E N OT ES
10-Year CMS Rate
In this prospectus supplement, when we refer to the 10-year CMS rate, we mean the rate as it appears on Reuters page
ICESWAP1 under the heading 10-year index maturity for rates at approximately 11:00 a.m. New York time, on each interest
determination date. If the 10-year CMS rate cannot be determined in this manner on the relevant interest determination date, the
following procedures will apply to your notes.

? The 10-year CMS rate for each interest determination date will be determined on the basis of the mid-market semi-annual
swap rate quotations provided by five leading swap dealers in the New York City interbank market at approximately 11:00 a.m.,
New York City time, on the relevant interest determination date. For this purpose, the semi-annual swap rate means the mean
of the bid and offered rates for the semi-annual fixed leg, calculated on a 30/360 (ISDA) day count basis, of a fixed-for-floating
U.S. dollar interest rate swap transaction with a term equal to ten years commencing on the floating rate interest reset date,
with an acknowledged dealer of good credit in the swap market, where the floating leg, calculated on an Actual/360 (ISDA) day
count basis, is equivalent to LIBOR with a designated maturity of three months, as such rate may be determined in accordance
with the provisions set forth under "Description of Notes We May Offer -- Interest Rates -- LIBOR Notes" in the accompanying
prospectus supplement. The calculation agent will select the five swap dealers in its sole discretion and will request the
principal New York City office of each of those dealers to provide a quotation of its rate.
https://www.sec.gov/Archives/edgar/data/886982/000119312517293187/d460761d424b2.htm[9/26/2017 10:37:30 AM]

Prospectus Supplement No. 65 dated September 22, 2017

? If at least three quotations are provided, the 10-year CMS rate on the relevant interest determination date will be the arithmetic
mean of the quotations described above, eliminating the highest and lowest quotations or, in the event of equality, one of the
highest and one of the lowest quotations.

? If fewer than three quotations are provided, the calculation agent will determine the 10-year CMS rate in its sole discretion.
"Reuters page" means the display on the Reuters service, or any successor or replacement service, on the page specified in
this prospectus supplement, or any successor or replacement page on that service.
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 fixed rate interest period or floating rate interest period
(each, an "interest period"), 30/360 (ISDA) means the number of days in such interest period in respect of which payment is being
made divided by 360, calculated on a formula basis as follows, as described in Section 4.16(f) of the 2006 ISDA Definitions
published by the International Swaps and Derivatives Association, without regard to any subsequent amendments or supplements:
[360 × (Y2 Y1)] + [30 × (M2 M1)] + (D2 D1)
360
w he re :
"Y1" is the year, expressed as a number, in which the first day of the interest period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the last day included in the interest
period falls;
"M1" is the calendar month, expressed as a number, in which the first day of the interest period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the last day included in the
interest period falls;
"D1" is the first calendar day, expressed as a number, of the interest period, unless such number would be 31, in which
case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day included in the interest period, unless
such number would be 31 and D1 is greater than 29, in which case D2 will be 30.

S-10
Table of Contents
H I ST ORI CAL 1 0 -Y EAR CM S RAT ES
The level of the 10-year CMS rate has fluctuated in the past and may, in the future, experience significant fluctuations. Any
historical upward or downward trend in the level of the 10-year CMS rate during any period shown below is not an indication that
the 10-year CMS rate is more or less likely to increase or decrease at any time during the life of your notes. See "Additional Risk
Factors Specific to Your Notes -- Recent Regulatory Attention to the ISDAfix Process" for more information relating to the 10-year
CMS rate.
Y ou should not t a k e t he hist oric a l le ve ls of t he 1 0 -ye a r CM S ra t e a s a n indic a t ion of fut ure le ve ls of t he
1 0 -ye a r CM S ra t e . We cannot give you any assurance that the future levels of the 10-year CMS rate will result in your receiving
a return on your notes that is greater than the return you would have realized if you invested in a debt security of comparable
maturity that bears interest at a prevailing market rate.
Neither we nor any of our affiliates make any representation to you as to the performance of the 10-year CMS rate during the
floating rate interest periods. Before investing in the offered notes, you should consult publicly available information to determine
the levels of the 10-year CMS rate between the date of this prospectus supplement and the date of your purchase of the offered
notes. The actual levels of the 10-year CMS rate during the floating rate interest periods may bear little relation to the historical
levels of the 10-year CMS rate shown below.
The graph below shows the daily historical last levels of the 10-year CMS rate from September 22, 2007 through
September 22, 2017. We obtained the last levels in the graph below from Reuters, without independent verification.

https://www.sec.gov/Archives/edgar/data/886982/000119312517293187/d460761d424b2.htm[9/26/2017 10:37:30 AM]

Prospectus Supplement No. 65 dated September 22, 2017
S-11
Table of Contents
H ist oric a l Pe rform a nc e of t he 1 0 -ye a r CM S Ra t e

S-12
Table of Contents
SU PPLEM EN T AL DI SCU SSI ON OF FEDERAL I N COM E T AX CON SEQU EN CES
The following section supplements the discussion of U.S. federal income taxation in the accompanying prospectus.
The following section is the opinion of Sidley Austin LLP, counsel to The Goldman Sachs Group, Inc. It applies to you only if
you hold your notes as a capital asset for tax purposes. This section does not apply to you if you are a member of a class of
holders subject to special rules, such as:

?
a dealer in securities or currencies;

?
a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings;

?
a bank;

?
a life insurance company;

?
a tax-exempt organization;

?
a partnership;

?
a person that owns the notes as a hedge or that is hedged against interest rate risks;

?
a person that owns the notes as part of a straddle or conversion transaction for tax purposes; or

?
a United States holder (as defined below) whose functional currency for tax purposes is not the U.S. dollar.
This section is based on the U.S. Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed
regulations under the Internal Revenue Code, published rulings and court decisions, all as currently in effect. These laws are
subject to change, possibly on a retroactive basis.
https://www.sec.gov/Archives/edgar/data/886982/000119312517293187/d460761d424b2.htm[9/26/2017 10:37:30 AM]

Document Outline

#1">
- #1">