Obligation Goldman & Sachs 1.652% ( US38141GQL13 ) en USD

Goldman & Sachs

100 % ▲

Etas-Unis

US38141GQL13 ( en USD )

1.652% par an ( paiement semestriel )

22/03/2028

Prospectus brochure de l'obligation Goldman Sachs US38141GQL13 en USD 1.652%, échéance 22/03/2028

1 000 USD

10 500 000 USD

38141GQL1

BBB+ ( Qualité moyenne inférieure )

NR

22/09/2025 ( Dans 45 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.

Ce bulletin financier met en lumière une émission obligataire spécifique émise par Goldman Sachs, une institution financière mondiale de premier plan dont le siège est aux États-Unis, reconnue pour ses activités diversifiées incluant la banque d'investissement, la gestion d'actifs et le négoce de titres; cette obligation est identifiable par son code ISIN US38141GQL13 et son code CUSIP 38141GQL1, étant une dette libellée en dollars américains (USD), présentant un taux d'intérêt nominal de 1,652% et affichant actuellement une cotation à 100% de sa valeur nominale sur le marché secondaire, ce qui indique qu'elle se négocie au pair. L'émission totale représente un montant de 10 500 000 USD, avec une taille minimale d'achat fixée à 1 000 USD, la maturité de cette obligation est établie au 22 mars 2028, avec une fréquence de paiement des intérêts semi-annuelle (2 fois par an) offrant ainsi des flux de revenus réguliers aux détenteurs, et concernant la qualité de crédit de l'émetteur, l'obligation bénéficie d'une notation "BBB+" par Standard & Poor's (S&P), indiquant une qualité d'investissement moyenne supérieure, tandis qu'il est à noter que l'agence Moody's n'a pas attribué de notation publique pour cette émission (NR - Not Rated).

Prospectus Supplement No. 2069 dated March 19, 2013
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424B2 1 d508266d424b2.htm PROSPECTUS SUPPLEMENT NO. 2069 DATED MARCH 19, 2013
Table of Contents
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. 2069

The Goldman Sachs Group, Inc.

$10,500,000

Cal able Quarterly CMS Spread-Linked Medium-Term Notes,

Series D, due 2028

The notes wil mature on the stated maturity date (March 22, 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
September 22, 2013.
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 June 22, 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 0.20%, 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 0.20% times (ii) 4 is greater than or equal to 9.00%, the maximum interest rate of 9.00%;

·
if (i) the CMS spread minus 0.20% times (ii) 4 is less than 9.00% but greater than 0%, (i) the CMS spread minus 0.20% times

(i ) 4; or

·
if (i) the CMS spread minus 0.20% 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 0.20%, you will receive no interest on your notes for such interest period, even if the CMS spread minus 0.20% 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 $935 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: March 22, 2013
Original issue price: 100.00% of the face amount

Underwriting discount: 3.355% of the face amount
Net proceeds to issuer: 96.645% 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 March 19, 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
Trade date: March 19, 2013
30-year CMS rate minus the 5-year CMS rate.
Original issue date (settlement date): March 22, 2013
30-year CMS rate: for any interest determination date, the 30-year
U.S. dollar interest rate swap rate (as described on page S-11) on
Stated maturity date: March 22, 2028, subject to our early
such day, subject to adjustment as described elsewhere in this
redemption right and to adjustment as described under "Specific
prospectus supplement
Terms of Your Notes -- Payment of Principal on Stated 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 rate (as described on page S-11) on such
Specified currency: U.S. dol ars ("$")
day, subject to adjustment as described elsewhere in this prospectus
Denominations: $1,000 or integral multiples of $1,000 in excess
supplement
thereof
Face amount: each note wil have a face amount equal to $1,000;
Interest payment dates: March 22, June 22, September 22 and
$10,500,000 in the aggregate for all the offered notes; the aggregate
December 22 of each year, beginning on June 22, 2013, and ending
face amount of the offered notes may be increased if the issuer, at its
on the stated maturity date, subject to adjustments as described
sole option, decides to sel an additional amount of the offered notes
elsewhere in the prospectus supplement
on a date subsequent to the date of this prospectus supplement
Early redemption: we have the right to redeem your notes, in whole
Supplemental discussion of U.S. federal income tax
but not in part, at a price equal to 100% of the face amount plus
consequences: We intend to treat the notes as debt instruments
accrued and unpaid interest, on each interest payment date on or
subject to the special rules governing contingent payment debt
after September 22, 2013, subject to five business days' prior notice
instruments for U.S. federal income tax purposes. Under this
treatment, it is the opinion of Sidley Austin LLP that if you are a U.S.
Interest rate: for the first four interest periods, the interest rate wil
individual or taxable entity, you general y should be required to pay
be 9.00% per annum. For each interest period thereafter, subject to
taxes on ordinary income from the notes over their term based on the
our early redemption right, the interest rate wil be based upon the
comparable yield for the notes, subject to any positive and negative
CMS spread on the relevant interest determination date for such
adjustments based on the actual interest payments on the notes. In
interest period and wil be a rate per annum equal to:
addition, any gain you may recognize on the

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· if (i) the CMS spread minus 0.20% times (ii) 4 is greater than
Interest determination dates: for each interest period after the first

or equal to the maximum interest rate: the maximum interest
four interest periods, the second U.S. Government securities business
rate;
day preceding such interest period

· if (i) the CMS spread minus 0.20% times (ii) 4 is less than the
Interest period: the period from and including each interest payment

maximum interest rate but greater than 0%: (i) the CMS
date (or the original issue date, in the case of the initial interest period)
spread minus 0.20% times (ii) 4; or
to but excluding the next succeeding interest payment date (or the

· if (i) the CMS spread minus 0.20% times (ii) 4 is equal to or
stated maturity date, in the case of the final interest period)

less than 0%: 0%
FDIC: The notes are not bank deposits and are not insured by the
Maximum interest rate: 9.00% per annum
Federal Deposit Insurance Corporation (the "FDIC") or any other
governmental agency, nor are they obligations of, or guaranteed by, a
Day count convention: 30/360 (ISDA)
bank
Business day convention: fol owing unadjusted
Calculation agent: Goldman, Sachs & Co.
Regular record dates: the scheduled business day immediately
CUSIP no.: 38141GQL1
preceding each interest payment date
ISIN no.: US38141GQL13
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
differences in pricing models or assumptions used by others. See "--
Time the Terms of Your Notes Were Set On
The Market Value of Your Notes May Be Influenced by Many Factors
the Trade Date (as Determined By Reference
That Are Unpredictable and Interrelated in Complex Ways" below.
to Pricing Models Used By Goldman,
Sachs & Co.) Was Less Than the Original
The difference between the estimated value of your notes as of
Issue Price Of Your Notes
the time the terms of your notes were set on the trade date and the
original issue price is a result of certain factors, including principal y
The original issue price for your notes exceeds the estimated
the underwriting discount and commissions, the expenses incurred in
value of your notes as of the time the terms of your notes were set on
creating, documenting and marketing the notes, and an estimate of the
the trade date, as determined by reference to Goldman, Sachs &
difference between the amounts we pay to Goldman, Sachs & Co.
Co.'s pricing models and taking into account our credit spreads. Such
and the amounts Goldman, Sachs & Co. pays to us in connection with
estimated value on the trade date is set forth on the cover of this
your notes. We pay to Goldman, Sachs & Co. amounts based on what
prospectus supplement; after the trade date, the estimated value as
we would pay to holders of a non-structured note with a similar
determined by reference to these models wil be affected by changes
maturity. In return for such payment, Goldman, Sachs & Co. pays to
in market conditions, our creditworthiness and other relevant factors.
us the amounts we owe under your notes.
Thereafter, if Goldman, Sachs & Co. buys or sel s your notes it wil do
In addition to the factors discussed above, the value and quoted
so at prices that reflect the estimated value determined by reference
price of your notes at any time wil reflect many factors and cannot be
to such pricing models at that time. The price at which Goldman,
predicted. If Goldman, Sachs & Co. makes a market in the notes, the
Sachs & Co. wil buy or sel your notes at any time also wil reflect its
price quoted by Goldman, Sachs & Co. would reflect any changes in
then current bid and ask spread for similar sized trades of structured
market conditions and other relevant factors, including any
notes.
deterioration in our creditworthiness or perceived creditworthiness.
In estimating the value of your notes as of the time the terms of
These changes may adversely affect the value of your notes, including
your notes were set on the trade date, as disclosed on the front cover
the price you may receive for your notes in any market making
of this prospectus supplement, Goldman, Sachs & Co.'s pricing
transaction. To the extent that Goldman, Sachs & Co. makes a market
models consider certain variables, including principal y our credit
in the notes, the quoted price wil reflect the estimated value
spreads, interest rates (forecasted, current and historical rates),
determined by reference to Goldman, Sachs & Co.'s pricing models at
volatility, price-sensitivity analysis and the time to maturity of the
that time, plus or minus its then current bid and ask spread for similar
notes. These pricing models are proprietary and rely in part on certain
sized trades of structured notes.
assumptions about future events, which may prove to be incorrect. As
a result, the actual value you would receive if you sold your notes in
the secondary market, if any, to others may differ, perhaps material y,
from the estimated value of your notes determined by reference to our
models due to, among other things, any

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Furthermore, if you sell your notes, you will likely be charged a
the future. Changes in the CMS spread may not result in a comparable
commission for secondary market transactions, or the price wil likely
change in the market value of your notes. Even if the CMS spread less
reflect a dealer discount. This commission or discount wil further reduce
0.20% is greater than 0% during some portion of the life of the offered
the proceeds you would receive for your notes in a secondary market
notes after the first four interest periods, the market value of your notes
sale.
may not increase in the same manner. We discuss some of the reasons
for this disparity under "-- The Market Value of Your Notes May Be
There is no assurance that Goldman, Sachs & Co. or any other
Influenced by Many Factors That Are Unpredictable and Interrelated in
party wil be wil ing to purchase your notes at any price and, in this
Complex Ways" above.
regard, Goldman, Sachs & Co. is not obligated to make a market in the
notes. See "-- Your Notes May Not Have an Active Trading Market"
Because of the long-dated maturity of your notes, the expected
below.
future performance of the CMS spread wil have a greater impact on the
market value of your notes than if your notes had an earlier maturity
Furthermore, if you sell your notes, you will likely be charged a
date. In particular, the expected future performance of the CMS spread
commission for secondary market transactions, or the price wil likely
may cause the market value of your notes to decrease even though the
reflect a dealer discount.
CMS spread minus 0.20% may be greater than 0% during some portion
There is no assurance that Goldman, Sachs & Co. or any other
of the life of the offered notes. Moreover, expectations about the
party wil be wil ing to purchase your notes; and, in this regard,
performance of the CMS spread in the future are subject to a great
Goldman, Sachs & Co. is not obligated to make a market in the notes.
degree of uncertainty and may be based on assumptions about the
See "-- Your Notes May Not Have an Active Trading Market" below.
future that may prove to be incorrect. Even if the expected future
performance of the CMS spread is favorable to your notes, this
The Notes Are Subject to the Credit Risk of
uncertainty may result in market participants substantial y discounting
the Issuer
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,
If the CMS Spread Minus 0.20% Is Less than or Equal to 0% on the
the payment of any amount due on the notes is subject to our credit risk.
Relevant Interest Determination Date for Any Interest Period After
The notes are our unsecured obligations. Investors are dependent on
the First Four Interest Periods, No Interest Will Be Paid for that
our ability to pay all amounts due on the notes, and therefore investors
Interest Period
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 --
Because of the formula used to calculate the interest rate
Information About Our Medium-Term Notes, Series D Program -- How
applicable to your notes, in the event that on the relevant interest
the Notes Rank Against Other Debt" on page S-4 of the accompanying
determination date for any interest period after the first four interest
prospectus supplement.
periods the 30-year CMS rate does not exceed the 5-year CMS rate by
more than 0.20%, no interest wil be paid for such interest period, even
If the CMS Spread Changes, the Market Value of Your Notes May
if the CMS spread minus 0.20% on subsequent days is greater than
Not Change in the Same Manner
0%. Therefore, if the 30-year CMS rate does not exceed the 5-year
CMS rate by more than 0.20% for a prolonged period of time over the
The price of your notes may move differently than the CMS spread.
life of your notes after the first four interest periods, including interest
The CMS spread wil vary during the term of the notes based on the
determination dates, you wil receive no interest during the affected
relationship between the 5-year CMS rate and the 30-year CMS rate as
interest
wel as the market's expectation of this relationship in

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periods. In such case, even if you receive some interest payments on
9.00% per annum, the interest rate after the first four interest periods
some or al of the interest payment dates, the overal return you earn on
wil be capped at 9.00% per annum (equal to a maximum quarterly
your notes may be less than you would have earned by investing in a
interest payment of $22.50 for each $1,000 face amount of notes).
non-indexed debt security of comparable maturity that bears interest at
Thus, you wil not benefit from any increases in the CMS spread minus
a prevailing market rate.
0.20% above 2.25%. Furthermore, since the interest rate is determined
quarterly, if the interest rate for at least one interest period after the first
Assuming circumstances where no interest payment is to be made
four interest periods during any year is less than 9.00% per annum, your
on your notes after the fourth interest period, the present value of your
actual return for such year wil be less than 9.00% per annum, even if
notes as of the original issue date wil equal the present value of a bond
the interest rate is 9.00% per annum for the remaining interest periods
that pays only the coupons up to and including the fourth interest period,
during such year. Thus, the notes may provide less interest income than
and with the same maturity and face amount issued by us, in each case
an investment in a similar instrument.
discounted using current interest rates and credit spreads based on the
discount method used by Goldman, Sachs & Co., which may be different
The Historical Levels of the CMS Spread Are Not an Indication of
from the methods used by others. On the original issue date, such
the Future Levels of the CMS Spread
present value is approximately 61.6% of the face amount of your notes
(you should not base any tax characterization of your notes on such
In the past, the level of the CMS spread has experienced significant
present value).
fluctuations. You should note that historical levels, fluctuations and trends
of the CMS spread are not necessarily indicative of future levels. Any
The Amount of Interest Payable on Your Notes After the First Four
historical upward or downward trend in the CMS spread is not an
Interest Periods Will Not Be Affected by the CMS Spread on Any
indication that the CMS spread is more or less likely to increase or
Day Other Than the Interest Determination Date for the Applicable
decrease at any time after the first four interest periods, and you should
Interest Period
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
If You Purchase Your Notes at a Premium to Face Amount, the
based on the CMS spread on the interest determination date for the
Return on Your Investment Will Be Lower Than the Return on
applicable interest period. Although the actual CMS spread on an
Notes Purchased at Face Amount and the Impact of Certain Key
interest payment date or at other times after the first four interest
Terms of the Notes Will be Negatively Affected
periods may be higher than the CMS spread on the interest
determination date, you wil not benefit from the CMS spread at any time
The amount you wil be paid for your notes on the stated maturity
other than on such interest determination date.
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 face amount of the
The Amount of Interest Payable On The
notes, then the return on your investment in such notes held to the stated
Notes In Any Quarter Is Capped
maturity date or the date of early redemption wil differ from, and may
be substantial y less than, the return on notes purchased at face amount.
The interest rate wil be subject to the maximum interest rate of
If you purchase your notes at a premium to face amount and hold them
9.00% per annum, which wil limit the amount of interest you may receive
to the stated maturity date or the date of early redemption the return on
on each interest payment date. Because of the formula used to calculate
your investment in the notes wil be lower than it would have been had
the interest rate on your notes, if (i) the CMS spread minus 0.20%
you purchased the
times (ii) 4 is greater than or equal to

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notes at face amount or a discount to face amount.
Goldman Sachs' Anticipated Hedging Activities May Negatively
Impact Investors in the Notes and Cause our Interests and Those
The Market Value of Your Notes May Be Influenced by Many
of Our Clients and Counterparties to be Contrary to Those of
Factors That Are Unpredictable and Interrelated in Complex Ways
Investors in the Notes
When we refer to the market value of your notes, we mean the
Goldman Sachs expects to hedge our obligations under the notes
value that you could receive for your notes if you chose to sel it in the
by purchasing futures and/or other instruments linked to the CMS
open market before the stated maturity date. A number of factors, many
spread. We also expect to adjust our hedge by, among other things,
of which are beyond our control, wil influence the market value of your
purchasing or sel ing any of the foregoing, and perhaps other
notes, including:
instruments linked to the CMS spread, at any time and from time to

time, and to unwind the hedge by sel ing any of the foregoing on or
·
the 30-year CMS rate and the 5-year CMS rate;
before the final interest determination date for your notes. We may also

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

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

·
interest rates and yield rates in the market;
levels of the CMS spread and therefore the market value of your notes

and the amount we wil pay on your notes. In addition, you should expect
·
the time remaining until your notes mature; and
that these transactions wil cause Goldman Sachs or its clients or

·
our creditworthiness, whether actual or perceived, and including
counterparties to have economic interests and incentives that do not
actual or anticipated upgrades or downgrades in our credit ratings
align with, and that may be directly contrary to, those of an investor in
or changes in other credit measures.
the notes. Goldman Sachs wil have no obligation to take, refrain from
taking or cease taking any action with respect to these transactions
These factors, and many other factors, wil influence the price you
based on the potential effect on an investor in the notes, and may
wil receive if you sel your notes before maturity, including the price you
receive substantial returns on hedging or other activities while the value
may receive for your notes in any market making transaction. If you sel
of your notes declines.
your notes before maturity, you may receive less than the face amount
of your notes.
As Calculation Agent, Goldman, Sachs & Co. Will Have the
You cannot predict the future performance of the CMS spread
Authority to Make Determinations that Could Affect the Value of
based on its historical performance. The actual performance of the CMS
Your Notes and the Amount You May Receive On Any Interest
spread over the life of the offered notes after the first four interest
Payment Date
periods, as wel as the interest payable on each interest payment date,
may bear little or no relation to the hypothetical levels of the CMS
As calculation agent for your notes, Goldman, Sachs & Co. wil
spread or to the hypothetical examples shown elsewhere in this
have discretion in making certain determinations that affect your notes,
prospectus supplement.
including determining the CMS spread on any interest determination date
in certain circumstances, which we wil use to determine the amount, if
any, we wil pay on any applicable interest payment date after the first
four interest payment dates. See "Specific Terms of Your Notes" below.
The exercise of this discretion by Goldman, 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
categories is deemed to make by purchasing and holding the offered
calculation agent at any time without notice and Goldman, Sachs & Co.
notes. This is discussed in more detail under "Employee Retirement
may resign as calculation agent at any time upon 60 days' written notice
Income Security Act" below.
to Goldman Sachs.
We May Sell an Additional Aggregate Face Amount of the Notes at
Your Notes May Not Have an Active Trading
a Different Issue Price
Market
At our sole option, we may decide to sel an additional aggregate
Your notes wil not be listed or displayed on any securities exchange
face amount of the notes subsequent to the date of this prospectus
or included in any interdealer market quotation system, and there may
supplement. The issue price of the notes in the subsequent sale may
be little or no secondary market for your notes. Even if a secondary
differ substantial y (higher or lower) from the issue price you paid as
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
We Intend to Treat the Notes as Debt Instruments Subject to
notes in any secondary market could be substantial.
Special Rules Governing 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
On any interest payment date on or after September 22, 2013, we
income tax purposes. Under this treatment, if you are a U.S. individual or
wil be permitted to redeem your notes at our option. Even if we do not
taxable entity, you generally should be required to pay taxes on ordinary
exercise our option to redeem your notes, our ability to do so may
income from the notes over their term based on the comparable yield for
adversely affect the value of your notes. It is our sole option whether to
the notes, subject to any positive and negative adjustments based on the
redeem your notes prior to maturity and we may or may not exercise
actual interest payments on the notes This comparable yield is
this option for any reason. Because of this redemption option, the term
determined solely to calculate the amount on which you wil be taxed
of your notes could be anywhere between one and fifteen years.
prior to maturity and is neither a prediction nor a guarantee of what the
actual yield wil be. In addition, any gain you may recognize on the sale
Certain Considerations for Insurance
or maturity of the notes wil be taxed as ordinary interest income. If you
Companies and Employee Benefit Plans
are a secondary purchaser of the notes, the tax consequences to you
may be different.
Any insurance company or fiduciary of a pension plan or other
employee benefit plan that is subject to the prohibited transaction rules
It is possible that the Internal Revenue Service could successful y
of the Employee Retirement Income Security Act of 1974, as amended,
assert that your notes should be treated as variable rate debt
which we cal "ERISA", or the Internal Revenue Code of 1986, as
instruments. If the notes are so treated you would include the ful interest
amended, including an IRA or a Keogh plan (or a governmental plan to
payment in ordinary income at the time you receive or accrue such
which similar prohibitions apply), and that is considering purchasing the
interest payment, depending on your method of accounting for tax
offered notes with the assets of the insurance company or the assets of
purposes. You should consult your tax advisor concerning possible
such a plan, should consult with its counsel regarding whether the
further U.S. federal income tax ramifications if your notes are so treated.
purchase or 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. 2069 dated March 19, 2013
http://www.sec.gov/Archives/edgar/data/886982/000119312513119556/...
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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