Obligation Goldman & Sachs 2.71% ( US38141GPC23 ) en USD

Goldman & Sachs

100 % ▲

Etas-Unis

US38141GPC23 ( en USD )

2.71% par an ( paiement semestriel )

28/02/2028

Prospectus brochure de l'obligation Goldman Sachs US38141GPC23 en USD 2.71%, échéance 28/02/2028

1 000 USD

23 667 000 USD

38141GPC2

BBB+ ( Qualité moyenne inférieure )

28/08/2025 ( Dans 20 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.

Une obligation émise par Goldman Sachs, géant américain des services financiers et de la banque d'investissement reconnu mondialement pour ses activités de banque d'investissement, de gestion d'actifs, de courtage et de services financiers aux entreprises et particuliers, portant le code ISIN US38141GPC23 et le code CUSIP 38141GPC2, se présente comme un instrument de dette libellé en USD, offrant un taux d'intérêt annuel de 2,71% avec une fréquence de paiement semestrielle et une échéance fixée au 28 février 2028. Cette émission, originaire des États-Unis, représente un montant total de 23 667 000 USD, avec une taille minimale d'achat de 1 000 USD, est actuellement négociée sur le marché à 100% de son prix nominal. Sa solvabilité est évaluée par Standard & Poor's avec une notation de BBB+, la plaçant dans la catégorie d'investissement avec un risque modéré, tandis qu'aucune notation n'est disponible ("NR") de la part de Moody's.

Prospectus Supplement No. 2005 dated February 25, 2013
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424B2 1 d493635d424b2.htm PROSPECTUS SUPPLEMENT NO. 2005 DATED FEBRUARY 25, 2013
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Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-176914

Prospectus Supplement to the Prospectus dated September 19, 2011
and the Prospectus Supplement dated September 19, 2011 -- No. 2005
The Goldman Sachs Group, Inc.
$23,667,000
Cal able Quarterly CMS Spread-Linked Medium-Term Notes,

Series D, due 2028

The notes wil mature on the stated maturity date (February 28, 2028).
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 February 28, 2014.
On the stated maturity date, we wil pay you an amount in cash equal to the face amount of your notes plus accrued and unpaid interest, if any. The notes wil pay interest quarterly, beginning
May 28, 2013. For each of the first four interest periods, interest wil be paid at a rate of 9.00% per annum. For each interest period thereafter, the amount of interest you wil be paid each quarter wil be
based on the product of 4 times the CMS spread (the difference between the 30-year CMS rate minus the 5-year CMS rate on the relevant interest determination date, which wil be the second U.S.
Government securities business day preceding the respective interest period) minus 0.15%, subject to the maximum interest rate of 9.00% per annum.
For each quarterly interest period after the fourth interest period, the interest rate per annum for such interest period wil equal:

·
if (i) the CMS spread minus 0.15% times (ii) 4 is greater than or equal to 9.00%, the maximum interest rate of 9.00%;

·
if (i) the CMS spread minus 0.15% times (ii) 4 is less than 9.00% but greater than 0%, (i) the CMS spread minus 0.15% times (ii) 4; or

·
if (i) the CMS spread minus 0.15% times (ii) 4 is equal to or less than 0%, 0%.
After the first four interest periods, if on any interest determination date the 30-year CMS rate does not exceed the 5-year CMS rate by more than 0.15%, you will receive no interest
on your notes for such interest period, even if the CMS spread minus 0.15% on subsequent days is greater than 0%. Furthermore, the interest rate per annum will be subject to a maximum
interest rate of 9.00%.
Your investment in the notes involves certain risks, including, among other things, our credit risk. See page S-4.
The foregoing is only a brief summary of the terms of your notes. You should read the additional disclosure provided herein so that you my better understand the terms and risks of your
investment.
The estimated value of your notes at the time the terms of your notes were set on the trade date (as determined by reference to pricing models used by Goldman, Sachs & Co. and
taking into account our credit spreads) was equal to approximately $950 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.

Original issue date: February 28, 2013
Underwriting discount: 3.672% of the face amount
Original issue price: 100% of the face amount
Net proceeds to issuer: 96.328% of the face amount
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this
prospectus supplement, the accompanying prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. 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.
Goldman, Sachs & Co.

Prospectus Supplement dated February 25, 2013.
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The issue price, underwriting discount and net proceeds listed on the cover page hereof relate to the notes we sel initial y. We may decide to sel 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 wil
depend in part on the issue price you pay for such notes.
Goldman Sachs may use this prospectus supplement in the initial sale of the offered notes. In addition, Goldman, Sachs & Co., or any other affiliate of Goldman Sachs may use this prospectus
supplement 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
supplement is being used in a market-making transaction.
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SUMMARY INFORMATION

We refer to the notes we are offering by this prospectus supplement as the "offered notes" or the "notes". Each of the offered notes, including your notes, has the terms described below
and under "Specific Terms of Your Notes" on page S-10. 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. Also, references to the "accompanying prospectus" mean the accompanying prospectus, dated September 19, 2011
as supplemented by the accompanying prospectus supplement, dated September 19, 2011, relating to Medium-Term Notes, Series D, of The Goldman Sachs Group, Inc. References to the
"indenture" in this prospectus supplement mean the senior debt indenture, dated July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee.
Key Terms

Issuer: The Goldman Sachs Group, Inc.
sale or maturity of the notes wil be taxed as ordinary interest income.
CMS spread: on any interest determination date, the difference of the 30-year CMS rate minus
Trade date: February 25, 2013
the 5-year CMS rate.
Original issue date (settlement date): February 28, 2013
30-year CMS rate: for any interest determination date, the 30-year U.S. dol ar interest rate
Stated maturity date: February 28, 2028, subject to our early redemption right and to
swap rate (as described on page S-11) on such day, subject to adjustment as described
adjustment as described under "Specific Terms of Your Notes -- Payment of Principal on Stated
elsewhere in this prospectus supplement
Maturity Date -- Stated Maturity Date" on page S-11
5-year CMS rate: for any interest determination date, the 5-year U.S. dol ar interest rate swap
Specified currency: U.S. dol ars ("$")
rate (as described on page S-11) on such day, subject to adjustment as described elsewhere in
this prospectus supplement
Denominations: $1,000 or integral multiples of $1,000 in excess thereof
Face amount: each note wil have a face amount equal to $1,000; $23,667,000 in the
Interest payment dates: expected to be February 28, May 28, August 28 and November 28 of
aggregate for all the offered notes; the aggregate face amount of the offered notes may be
each year, beginning on May 28, 2013, and ending on the stated maturity date, subject to
increased if the issuer, at its sole option, decides to sel an additional amount of the offered
adjustments as described elsewhere in the prospectus supplement
notes on a date subsequent to the date of this prospectus supplement
Early redemption: we have the right to redeem your notes, in whole but not in part, at a price
Supplemental discussion of U.S. federal income tax consequences: We intend to treat the
equal to 100% of the face amount plus accrued and unpaid interest, on each interest payment
notes as debt instruments subject to the special rules governing contingent payment debt
date on or after February 28, 2014, subject to five business days' prior notice
instruments for U.S. federal income tax purposes. Under this treatment, it is the opinion of Sidley
Interest rate: for the first four interest periods, the interest rate wil be 9.00% per annum. For
Austin LLP that if you are a U.S. individual or taxable entity, you general y should be required to
each interest period thereafter, subject to our early redemption right, the interest rate wil be
pay taxes on ordinary income from the notes over their term based on the comparable yield for
based upon the CMS spread on the relevant interest determination date for such interest period
the notes, subject to any positive and negative adjustments based on the actual interest
and wil be a rate per annum equal to:
payments on the notes. In addition, any gain you may recognize on the

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· if (i) the CMS spread minus 0.15% times (ii) 4 is greater than or equal to the maximum
Interest determination dates: for each interest period after the first four interest periods, the

interest rate: the maximum interest rate;
second U.S. Government securities business day preceding such interest period

· if (i) the CMS spread minus 0.15% times (ii) 4 is less than the maximum interest rate
Interest period: the period from and including each interest payment date (or the original issue

but greater than 0%: (i) the CMS spread minus 0.15% times (ii) 4; or
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)

· if (i) the CMS spread minus 0.15% times (ii) 4 is equal to or less than 0%: 0%
FDIC: The notes are not bank deposits and are not insured by the Federal Deposit Insurance
Maximum interest rate: 9.00% per annum
Corporation (the "FDIC") or any other governmental agency, nor are they obligations of, or
Day count convention: 30/360 (ISDA)
guaranteed by, a bank
Business day convention: fol owing unadjusted
Calculation agent: Goldman, Sachs & Co.
Regular record dates: the scheduled business day immediately preceding each interest
CUSIP no.: 38141GPC2
payment date
ISIN no.: US38141GPC23
Defeasance: not applicable
No listing: the offered notes wil not be listed or displayed on any securities exchange or
interdealer market quotation system
Business day: as described on page S-13
U.S. Government securities business day: 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

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ADDITIONAL RISK FACTORS SPECIFIC TO YOUR NOTES

An investment in your notes is subject to the risks described below, as well as the risks described under "Considerations Relating to Indexed Securities" in the accompanying prospectus
dated September 19, 2011. You should carefully review these risks as well as the terms of the notes described herein and in the accompanying prospectus, dated September 19, 2011, as
supplemented by the accompanying prospectus supplement, dated September 19, 2011, 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.

The Estimated Value of Your Notes At the Time the Terms of Your Notes Were Set On the
used by others. See "-- The Market Value of Your Notes May Be Influenced by Many Factors
Trade Date (as Determined By Reference to Pricing Models Used By Goldman, Sachs &
That Are Unpredictable and Interrelated in Complex Ways" below.
Co.) Was Less Than the Original Issue Price Of Your Notes
The difference between the estimated value of your notes as of the time the terms of your
The original issue price for your notes exceeds the estimated value of your notes as of the
notes were set on the trade date and the original issue price is a result of certain factors,
time the terms of your notes were set on the trade date, as determined by reference to
including principally the underwriting discount and commissions, the expenses incurred in
Goldman, Sachs & Co.'s pricing models and taking into account our credit spreads. Such
creating, documenting and marketing the notes, and an estimate of the difference between the
estimated value on the trade date is set forth on the cover of this prospectus supplement; after
amounts we pay to Goldman, Sachs & Co. and the amounts Goldman, Sachs & Co. pays to us
the trade date, the estimated value as determined by reference to these models wil be affected
in connection with your notes. We pay to Goldman, Sachs & Co. amounts based on what we
by changes in market conditions, our creditworthiness and other relevant factors. If Goldman,
would pay to holders of a non-structured note with a similar maturity. In return for such payment,
Sachs & Co. buys or sel s your notes it wil do so at prices that reflect the estimated value
Goldman, Sachs & Co. pays to us the amounts we owe under your notes.
determined by reference to such pricing models at that time, plus or minus then current bid and
ask spread for similar sized trades of structured notes.
In addition to the factors discussed above, the value and quoted price of your notes at any
time wil reflect many factors and cannot be predicted. If Goldman, Sachs & Co. makes a
In estimating the value of your notes as of the time the terms of your notes were set on the
market in the notes, the price quoted by Goldman, Sachs & Co. would reflect any changes in
trade date, as disclosed on the front cover of this prospectus supplement, Goldman, Sachs &
market conditions and other relevant factors, including any deterioration in our creditworthiness
Co.'s pricing models consider certain variables, including principal y our credit spreads, interest
or perceived creditworthiness. These changes may adversely affect the value of your notes,
rates (forecasted, current and historical rates), volatility, price-sensitivity analysis and the time to
including the price you may receive for your notes in any market making transaction. To the
maturity of the notes. These pricing models are proprietary and rely in part on certain
extent that Goldman, Sachs & Co. makes a market in the notes, the quoted price wil reflect the
assumptions about future events, which may prove to be incorrect. As a result, the actual value
estimated value determined by reference to Goldman, Sachs & Co.'s pricing models at that
you would receive if you sold your notes in the secondary market, if any, to others may differ,
time, plus or minus its then current bid and ask spread for similar sized trades of structured
perhaps materially, from the estimated value of your notes determined by reference to our
notes.
models due to, among other things, any differences in pricing models or assumptions
Furthermore, if you sel your notes, you wil likely be charged a commission for secondary

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market transactions, or the price wil likely reflect a dealer discount. This commission or discount
value of your notes. Even if the CMS spread less 0.15% is greater than 0% during some portion
wil further reduce the proceeds you would receive for your notes in a secondary market sale.
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
There is no assurance that Goldman, Sachs & Co. or any other party wil be wil ing to
"-- The Market Value of Your Notes May Be Influenced by Many Factors That Are
purchase your notes at any price and, in this regard, Goldman, Sachs & Co. is not obligated to
Unpredictable and Interrelated in Complex Ways" above.
make a market in the notes. See "-- Your Notes May Not Have an Active Trading Market"
below.
Because of the long-dated maturity of your notes, the expected future performance of the
CMS spread wil have a greater impact on the market value of your notes than if your notes had
Furthermore, if you sell your notes, you will likely be charged a commission for secondary
an earlier maturity date. In particular, the expected future performance of the CMS spread may
market transactions, or the price wil likely reflect a dealer discount.
cause the market value of your notes to decrease even though the CMS spread minus 0.15%
There is no assurance that Goldman, Sachs & Co. or any other party wil be wil ing to
may be greater than 0% during some portion of the life of the offered notes. Moreover,
purchase your notes; and, in this regard, Goldman, Sachs & Co. is not obligated to make a
expectations about the performance of the CMS spread in the future are subject to a great
market in the notes. See "-- Your Notes May Not Have an Active Trading Market" below.
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
The Notes Are Subject to the Credit Risk of the Issuer
notes, this uncertainty may result in market participants substantial y discounting this future
performance when determining the market value of your notes.
Although the return on the notes wil be based in part on the relationship between the 5-year
CMS rate and the 30-year CMS rate, the payment of any amount due on the notes is subject to
If the CMS Spread Minus 0.15% Is Less than or Equal to 0% on the Relevant Interest
our credit risk. The notes are our unsecured obligations. Investors are dependent on our ability
Determination Date for Any Interest Period After the First Four Interest Periods, No
to pay all amounts due on the notes, and therefore investors are subject to our credit risk and to
Interest Will Be Paid for that Interest Period
changes in the market's view of our creditworthiness. See "Description of the Notes We
May Offer -- Information About Our Medium-Term Notes, Series D Program -- How the Notes
Because of the formula used to calculate the interest rate applicable to your notes, in the
Rank Against Other Debt" on page S-4 of the accompanying prospectus supplement.
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 5-year CMS rate by more than
If the CMS Spread Changes, the Market Value of Your Notes May Not Change in the Same
0.15%, no interest wil be paid for such interest period, even if the CMS spread minus 0.15% on
Manner
subsequent days is greater than 0%. Therefore, if the 30-year CMS rate does not exceed the
5-year CMS rate by more than 0.15% for a prolonged period of time over the life of your notes
The price of your notes may move differently than the CMS spread. The CMS spread wil
after the first four interest periods, including interest determination dates, you wil receive no
vary during the term of the notes based on the relationship between the 5-year CMS rate and
interest during the affected interest periods. In such case, even if you receive some interest
the 30-year CMS rate as wel as the market's expectation of this relationship in the future.
payments on some or al of the interest
Changes in the CMS spread may not result in a comparable change in the market

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payment dates, the overal return you earn on your notes may be less than you would have
annum (equal to a maximum quarterly interest payment of $22.50 for each $1,000 face amount
earned by investing in a non-indexed debt security of comparable maturity that bears interest at
of notes). Thus, you wil not benefit from any increases in the CMS spread minus 0.15% above
a prevailing market rate.
2.25%. 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
Assuming circumstances where no interest payment is to be made on your notes after the
9.00% per annum, your actual return for such year wil be less than 9.00% per annum, even if
fourth interest period, the present value of your notes as of the original issue date wil equal the
the interest rate is 9.00% per annum for the remaining interest periods during such year. Thus,
present value of a bond that pays only the coupons up to and including the fourth interest period,
the notes may provide less interest income than an investment in a similar instrument.
and with the same 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 Goldman, Sachs & Co.,
The Historical Levels of the CMS Spread Are Not an Indication of the Future Levels of the
which may be different from the methods used by others. On the original issue date such
CMS Spread
present value is approximately 62.5% of the face amount of your notes (you should not base
any tax characterization of your notes on such present value).
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
The Amount of Interest Payable on Your Notes After the First Four Interest Periods Will
indicative of future levels. Any historical upward or downward trend in the CMS spread is not an
Not Be Affected by the CMS Spread on Any Day Other Than the Interest Determination
indication that the CMS spread is more or less likely to increase or decrease at any time after
Date for the Applicable Interest Period
the first four interest periods, and you should not take the historical levels of the CMS spread as
an indication of its future performance.
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
If You Purchase Your Notes at a Premium to Face Amount, the Return on Your Investment
determination date for the applicable interest period. Although the actual CMS spread on an
Will Be Lower Than the Return on Notes Purchased at Face Amount and the Impact of
interest payment date or at other times after the first four interest periods may be higher than
Certain Key Terms of the Notes Will be Negatively Affected
the CMS spread on the interest determination date, you wil not benefit from the CMS spread at
any time other than on such interest determination date.
The amount you wil be paid for your notes on the stated maturity date wil not be adjusted
based on the issue price you pay for the notes. If you purchase notes at a price that differs from
The Amount of Interest Payable On The Notes In Any Quarter Is Capped
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 wil differ from, and may be substantial y less than,
The interest rate wil be subject to the maximum interest rate of 9.00% per annum, which
the return on notes purchased at face amount. If you purchase your notes at a premium to face
wil limit the amount of interest you may receive on each interest payment date. Because of the
amount and hold them to the stated maturity date or the date of early redemption the return on
formula used to calculate the interest rate on your notes, if (i) the CMS spread minus 0.15%
your investment in the notes wil be lower than it would have been had you purchased the notes
times (ii) 4 is greater than or equal to 9.00% per annum, the interest rate after the first four
at face amount or a discount to face amount.
interest periods wil be capped at 9.00% per

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The Market Value of Your Notes May Be Influenced by Many Factors That Are
Goldman Sachs' Anticipated Hedging Activities May Negatively Impact Investors in the
Unpredictable and Interrelated in Complex Ways
Notes and Cause our Interests and Those of Our Clients and Counterparties to be
Contrary to Those of Investors in the Notes
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 sel it in the open market before the stated maturity date. A
Goldman Sachs expects to hedge our obligations under the notes by purchasing futures
number of factors, many of which are beyond our control, wil influence the market value of your
and/or other instruments linked to the CMS spread. We also expect to adjust our hedge by,
notes, including:
among other things, purchasing or sel ing 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 sel ing
·
the 30-year CMS rate and the 5-year CMS rate;
any of the foregoing on or before the final interest determination date for your notes. We may

·
the volatility -- i.e., the frequency and magnitude of changes in -- the level of the CMS
also enter into, adjust and unwind hedging transactions relating to other rate-linked notes whose

spread;
returns are linked to changes in the level of the CMS spread.

·
economic, financial, regulatory, political, military and other events that affect CMS rates
Any of these hedging or other activities may adversely affect the levels of the CMS spread

generally;
and therefore the market value of your notes and the amount we wil pay on your notes. In

addition, you should expect that these transactions wil cause Goldman Sachs or its clients or
·
interest rates and yield rates in the market;
counterparties to have economic interests and incentives that do not align with, and that may be

·
the time remaining until your notes mature; and
directly contrary to, those of an investor in the notes. Goldman Sachs wil have no obligation to

take, refrain from taking or cease taking any action with respect to these transactions based on
·
our creditworthiness, whether actual or perceived, and including actual or anticipated

the potential effect on an investor in the notes, and may receive substantial returns on hedging
upgrades or downgrades in our credit ratings or changes in other credit measures.
or other activities while the value of your notes declines.
These factors, and many other factors, wil influence the price you wil receive if you sel
As Calculation Agent, Goldman, Sachs & Co. Will Have the Authority to Make
your notes before maturity, including the price you may receive for your notes in any market
Determinations that Could Affect the Value of Your Notes and the Amount You May
making transaction. If you sel your notes before maturity, you may receive less than the face
Receive On Any Interest Payment Date
amount of your notes.
As calculation agent for your notes, Goldman, Sachs & Co. wil have discretion in making
You cannot predict the future performance of the CMS spread based on its historical
certain determinations that affect your notes, including determining the CMS spread on any
performance. The actual performance of the CMS spread over the life of the offered notes after
interest determination date in certain circumstances, which we wil use to determine the amount,
the first four interest periods, as wel as the interest payable on each interest payment date,
if any, we wil pay on any applicable interest payment date after the first four interest payment
may bear little or no relation to the hypothetical levels of the CMS spread or to the hypothetical
dates. See "Specific Terms of Your Notes" below. The exercise of this discretion by Goldman,
examples shown elsewhere in this prospectus supplement.
Sachs & Co. could adversely affect the value of your notes and may present

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Goldman, Sachs & Co. with a conflict of interest. We may change the calculation agent at any
categories is deemed to make by purchasing and holding the offered notes. This is discussed in
time without notice and Goldman, Sachs & Co. may resign as calculation agent at any time upon
more detail under "Employee Retirement Income Security Act" below.
60 days' written notice to Goldman Sachs.
We May Sell an Additional Aggregate Face Amount of the Notes at a Different Issue Price
Your Notes May Not Have an Active Trading Market
At our sole option, we may decide to sel an additional aggregate face amount of the notes
Your notes wil not be listed or displayed on any securities exchange or included in any
subsequent to the date of this prospectus supplement. The issue price of the notes in the
interdealer market quotation system, and there may be little or no secondary market for your
subsequent sale may differ substantial y (higher or lower) from the issue price you paid as
notes. Even if a secondary market for your notes develops, it may not provide significant liquidity
provided on the cover of this prospectus supplement.
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
We Intend to Treat the Notes as Debt Instruments Subject to Special Rules Governing
substantial.
Contingent Payment Debt Instruments for U.S. Federal Income Tax Purposes
We Are Able to Redeem Your Notes at Our Option
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. Under this
On any interest payment date on or after February 28, 2014, we wil be permitted to
treatment, if you are a U.S. individual or taxable entity, you general y should be required to pay
redeem your notes at our option. Even if we do not exercise our option to redeem your notes,
taxes on ordinary income from the notes over their term based on the comparable yield for the
our ability to do so may adversely affect the value of your notes. It is our sole option whether to
notes, subject to any positive and negative adjustments based on the actual interest payments
redeem your notes prior to maturity and we may or may not exercise this option for any reason.
on the notes This comparable yield is determined solely to calculate the amount on which you
Because of this redemption option, the term of your notes could be anywhere between one and
wil be taxed prior to maturity and is neither a prediction nor a guarantee of what the actual yield
fifteen years.
wil be. In addition, any gain you may recognize on the sale or maturity of the notes wil be taxed
as ordinary interest income. If you are a secondary purchaser of the notes, the tax
Certain Considerations for Insurance Companies and Employee Benefit Plans
consequences to you may be different.
Any insurance company or fiduciary of a pension plan or other employee benefit plan that is
It is possible that the Internal Revenue Service could successful y assert that your notes
subject to the prohibited transaction rules of the Employee Retirement Income Security Act of
should be treated as variable rate debt instruments. If the notes are so treated you would
1974, as amended, which we cal "ERISA", or the Internal Revenue Code of 1986, as amended,
include the ful interest payment in ordinary income at the time you receive or accrue such
including an IRA or a Keogh plan (or a governmental plan to which similar prohibitions apply),
interest payment, depending on your method of accounting for tax purposes. You should consult
and that is considering purchasing the offered notes with the assets of the insurance company
your tax advisor concerning possible further U.S. federal income tax ramifications if your notes
or the assets of such a plan, should consult with its counsel regarding whether the purchase or
are so treated.
holding of the offered notes could become a "prohibited transaction" under ERISA, the Internal
Revenue Code or any substantial y similar prohibition in light of the representations a purchaser
or holder in any of the above

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Prospectus Supplement No. 2005 dated February 25, 2013
http://www.sec.gov/Archives/edgar/data/886982/000119312513080240/d493635d424b2.htm
Table of Contents
Please see "Supplemental Discussion of Federal Income Tax Consequences" below for a

more detailed discussion. Please also consult your own 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.

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