Bond Goldman & Sachs 5.95% ( US38141GES93 ) in USD

Goldman & Sachs

100 % ▼

United States

US38141GES93 ( in USD )

5.95% per year ( payment 2 times a year)

15/01/2027

Prospectus brochure of the bond Goldman Sachs US38141GES93 en USD 5.95%, maturity 15/01/2027

2 000 USD

1 000 000 000 USD

38141GES9

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

15/01/2026 ( In 73 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.

The Bond issued by Goldman & Sachs ( United States ) , in USD, with the ISIN code US38141GES93, pays a coupon of 5.95% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/01/2027

The Bond issued by Goldman & Sachs ( United States ) , in USD, with the ISIN code US38141GES93, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Goldman & Sachs ( United States ) , in USD, with the ISIN code US38141GES93, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2
424B2 1 y26685e424b2.htm PROSPECTUS SUPPLEMENT DATED NOVEMBER 2, 2006
http://www.sec.gov/Archives/edgar/data/886982/000095012306013561/y26685e424b2.htm (1 of 26)11/8/2006 11:01:02 AM

424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-130074
Prospectus Supplement to Prospectus dated December 1, 2005.
$1,000,000,000
The Goldman Sachs Group, Inc.

5.950% Subordinated Notes due 2027

The Goldman Sachs Group, Inc. will pay interest on the subordinated notes on January 15 and July 15 of each
year. The first payment will be made on July 15, 2007. Goldman Sachs may redeem some or all of the subordinated
notes at any time at the redemption price described in this prospectus supplement. In addition, if Goldman Sachs
becomes obligated to pay additional amounts to non-U.S. investors due to changes in U.S. withholding tax
requirements, Goldman Sachs may redeem the subordinated notes before their stated maturity at a price equal to
100% of the principal amount redeemed plus accrued interest to the redemption date. The subordinated notes are
unsecured and rank junior in right of payment to our senior indebtedness. Holders of the subordinated notes may
accelerate the maturity of the subordinated notes only upon our bankruptcy, insolvency or reorganization, and not as a
result of our failure to pay interest or principal when due or upon the occurrence of another event of default.

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. Any
representation to the contrary is a criminal offense.

Repayment of the subordinated notes is not protected by any Federal agency or by the Securities Investor
Protection Corporation.

Per Subordinated Note
Total

Initial public offering price

99.746%

$997,460,000
Underwriting discount

0.875%

$
8,750,000
Proceeds, before expenses, to Goldman Sachs

98.871%

$988,710,000
The initial public offering price set forth above does not include accrued interest, if any. Interest on the
subordinated notes will accrue from November 9, 2006 and must be paid by the purchaser if the subordinated notes
are delivered after November 9, 2006.

The underwriters expect to deliver the subordinated notes in book-entry form only through the facilities of The
Depository Trust Company against payment in New York, New York on November 9, 2006.
Goldman Sachs may use this prospectus supplement and the accompanying prospectus in the initial sale of the
subordinated notes. In addition, Goldman, Sachs & Co. or any other affiliate of Goldman Sachs may use this
http://www.sec.gov/Archives/edgar/data/886982/000095012306013561/y26685e424b2.htm (2 of 26)11/8/2006 11:01:02 AM

424B2
prospectus supplement and the accompanying prospectus in a market-making transaction in the notes after their initial
sale and unless they inform the purchaser otherwise in the confirmation of sale, this prospectus supplement and the
accompanying prospectus are being used by them in a market-making transaction.
Goldman, Sachs & Co.

BNP PARIBAS

BNY Capital Markets, Inc.
CastleOak Securities, L.P.

Citigroup
Commerzbank Corporates & Markets

Daiwa Securities SMBC Europe
Deutsche Bank Securities

Doley Securities LLC
HVB Capital Markets

JPMorgan
Mellon Financial Markets, LLC

Santander Investment
SunTrust Robinson Humphrey

Wachovia Securities
Wells Fargo Securities

Prospectus Supplement dated November 2, 2006.
http://www.sec.gov/Archives/edgar/data/886982/000095012306013561/y26685e424b2.htm (3 of 26)11/8/2006 11:01:02 AM

424B2
Table of Contents
SPECIFIC TERMS OF THE SUBORDINATED NOTES
Please note that in this section entitled "Specific Terms of the Subordinated Notes", 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, in this section, references to "holders" mean The Depository Trust
Company or its nominee and not indirect owners who own beneficial interests in subordinated notes through
participants in The Depository Trust Company. Please review the special considerations that apply to indirect
owners in the accompanying prospectus, under "Legal Ownership and Book-Entry Issuance".
The subordinated notes will be a separate series of subordinated debt securities issued under our
subordinated debt indenture. This prospectus supplement summarizes specific financial and other terms
that will apply to the subordinated notes; terms that apply generally to all of our debt securities are
described in "Description of Debt Securities We May Offer" in the accompanying prospectus. The terms
described here supplement those described in the accompanying prospectus and, if the terms described
here are inconsistent with those described there, the terms described here are controlling.
Terms of the 5.950% Subordinated Notes due 2027
The specific terms of this series of subordinated notes we are offering will be as follows:
· Title of the subordinated notes: 5.950% Subordinated Notes due 2027

· Issuer of the subordinated notes: The Goldman Sachs Group, Inc.

· Total principal amount being issued: $1,000,000,000

· Initial public offering price: 99.746% of the principal amount

· Underwriting discount: 0.875% of the principal amount

· Issue date: November 9, 2006

· Due date for principal: January 15, 2027

· Interest rate: 5.950% annually

· Date interest starts accruing: November 9, 2006

· Due dates for interest: every January 15 and July 15

· First due date for interest: July 15, 2007

· Regular record dates for interest: every January 1 and July 1

· Day count: 30/360; we will calculate accrued interest on the basis of a 360-day year of twelve 30-day months.

· Denomination: integral multiples of $1,000, subject to a minimum denomination of $2,000.

· Business day: Any day that is not a Saturday or Sunday, and that is not a day on which banking institutions are
generally authorized or obligated by law, regulation or executive order to close in The City of New York.
http://www.sec.gov/Archives/edgar/data/886982/000095012306013561/y26685e424b2.htm (4 of 26)11/8/2006 11:01:02 AM

424B2

· Defeasance: The subordinated notes are subject to defeasance and covenant defeasance by us.

· Additional amounts: We intend to pay principal and interest without deducting U.S. withholding taxes. If we are
required to deduct U.S. withholding taxes from payments to non-U.S. investors, however, we will pay additional
amounts on those payments, but only to the extent described below under "-- Payment of Additional Amounts".
S-2
http://www.sec.gov/Archives/edgar/data/886982/000095012306013561/y26685e424b2.htm (5 of 26)11/8/2006 11:01:02 AM

424B2
Table of Contents
· Redemption: We will have the option to redeem the subordinated notes, in whole or in part, at any time, at a
redemption price equal to the greater of (1) 100% of the principal amount of the subordinated notes to be redeemed
or (2) as determined by the quotation agent described below under "-- When We Can Redeem the Subordinated
Notes", the sum of the present values of the remaining scheduled payments of principal and interest on the
subordinated notes to be redeemed, not including any portion of these payments of interest accrued as of the date
on which the subordinated notes are to be redeemed, discounted to the date on which the subordinated notes are to
be redeemed on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the adjusted
U.S. treasury rate described below under "-- When We Can Redeem the Subordinated Notes" plus 20 basis points,
plus, in each case, accrued interest on the subordinated notes to be redeemed to the date on which the subordinated
notes are to be redeemed.

· Tax Redemption: We will have the option to redeem the subordinated notes before they mature if we become
obligated to pay additional amounts on the subordinated notes because of changes in U.S. withholding tax
requirements as described below under "-- When We Can Redeem the Subordinated Notes".

· Repayment at option of holder: none

· Subordination: The subordinated notes will be junior in right of payment to all of our senior indebtedness. This
means, among other things, that we will not be permitted to pay interest, principal or any other amount on the
subordinated notes (including upon redemption) if a default under our senior indebtedness has occurred and is
continuing, until all the amounts owing on our senior indebtedness have been paid in full. As of August 25, 2006,
we had outstanding, including accrued interest, approximately $176 billion of senior indebtedness. Our
subordinated debt indenture does not limit the amount of additional senior indebtedness we may incur. For a
description of our senior indebtedness and the restrictions on our ability to make payments on the subordinated
notes, see "Description of Debt Securities We May Offer -- Subordination Provisions" in the accompanying
prospectus.
We have issued other series of subordinated debt securities in the past and may do so in the future. Those other
series are not subordinated in right of payment to the subordinated notes.
· Limited Events of Default; No Acceleration: The events of default under the subordinated notes will be limited
to our filing for bankruptcy or the occurrence of other events of bankruptcy, insolvency or reorganization relating
to The Goldman Sachs Group, Inc. The payment of principal of the subordinated notes may be accelerated only in
certain events involving our bankruptcy, insolvency or reorganization (but not the bankruptcy, insolvency or
reorganization of any of our subsidiaries) under Chapters 7 (liquidation) and 11 (reorganization) of the U.
S. Bankruptcy Code. There will be no right of acceleration of the payment of principal of the subordinated notes
upon a default in the payment of principal, interest or any other amount (including upon redemption) on the
subordinated notes or in the performance of any of our covenants or agreements contained in the subordinated
notes or in our subordinated debt indenture. No such payment or performance default will result in an event of
default under the subordinated notes or permit any holders or the trustee to take action to enforce the subordinated
notes or the subordinated debt indenture, except that a holder will be entitled at any time to bring a lawsuit for the
payment of money due on the subordinated notes of such holder. The foregoing supersedes the information in
"Description of Debt Securities We May Offer -- Default, Remedies and Waiver of Default" in the accompanying
prospectus.
S-3
http://www.sec.gov/Archives/edgar/data/886982/000095012306013561/y26685e424b2.htm (6 of 26)11/8/2006 11:01:02 AM

424B2
http://www.sec.gov/Archives/edgar/data/886982/000095012306013561/y26685e424b2.htm (7 of 26)11/8/2006 11:01:02 AM

424B2
Table of Contents
Additional Information About the Subordinated Notes
Book-Entry System
We will issue the subordinated notes as global notes registered in the name of The Depository Trust
Company, New York, New York, or its nominee. The sale of the subordinated notes will settle in
immediately available funds through DTC. You will not be permitted to withdraw the subordinated notes
from DTC except in the limited situations described in the accompanying prospectus under "Legal
Ownership and Book-Entry Issuance -- What Is a Global Security? -- Holder's Option to Obtain a Non-
Global Security; Special Situations When a Global Security Will Be Terminated".
Investors may hold interests in a global note through organizations that participate, directly or
indirectly, in the DTC system. Those organizations include Euroclear and Clearstream, Luxembourg. See
"Legal Ownership and Book-Entry Issuance" in the accompanying prospectus for additional information
about indirect ownership of interests in the subordinated notes.
Payment of Additional Amounts
We intend to make all payments on the subordinated notes without deducting U.S. withholding taxes.
If we are required by law to deduct such taxes on payments to non-U.S. investors, however, we will pay
additional amounts on those payments to the extent described in this subsection.
We will pay additional amounts on a subordinated note only if the beneficial owner of the subordinated
note is a United States alien. The term "United States alien" means any person who, for U.S. federal
income tax purposes, is:
· a nonresident alien individual;

· a foreign corporation;

· a foreign partnership one or more of the members of which is, for U.S. federal income tax purposes, a foreign
corporation, a nonresident alien individual or a nonresident alien fiduciary of a foreign estate or trust; or

· a nonresident alien fiduciary of an estate or trust that is not subject to U.S. federal income tax on a net income
basis on income or gain from a note.
If the beneficial owner of a subordinated note is a United States alien, we will pay all additional
amounts that may be necessary so that every net payment of interest or principal on that subordinated
note will not be less than the amount provided for in that subordinated note. By net payment we mean the
amount we or our paying agent pays after deducting or withholding an amount for or on account of any
present or future tax, assessment or other governmental charge imposed with respect to that payment by
a U.S. taxing authority. When we refer to a "U.S. taxing authority" in the discussion of additional amounts
below and in the discussion of redemption for tax reasons below, we mean the United States of America
or any state, other jurisdiction or taxing authority in the United States. When we refer to the "United
States", we mean the United States of America, including the states and the District of Columbia, together
with the territories, possessions and all other areas subject to the jurisdiction of the United States of
America.
Our obligation to pay additional amounts is subject to several important exceptions, however. We will
not pay additional amounts for or on account of any of the following:
http://www.sec.gov/Archives/edgar/data/886982/000095012306013561/y26685e424b2.htm (8 of 26)11/8/2006 11:01:02 AM

424B2
· any tax, assessment or other governmental charge imposed solely because at any time there is or was a connection
between the beneficial owner -- or between a fiduciary, settlor, beneficiary or member of the beneficial owner, if
the beneficial owner is an estate, trust or partnership -- and the United States (other than the mere receipt of a
payment or the
S-4
http://www.sec.gov/Archives/edgar/data/886982/000095012306013561/y26685e424b2.htm (9 of 26)11/8/2006 11:01:02 AM

424B2
Table of Contents
ownership or holding of a subordinated note), including because the beneficial owner -- or the fiduciary, settlor,
beneficiary or member -- at any time, for U.S. federal income tax purposes:
-- is or was a citizen or resident or is or was treated as a resident of the United States;

-- is or was present in the United States;

-- is or was engaged in a trade or business in the United States;

-- has or had a permanent establishment in the United States;

-- is or was a domestic or foreign personal holding company, a passive foreign investment company or a
controlled foreign corporation;

-- is or was a corporation that accumulates earnings to avoid U.S. federal income tax; or

-- is or was a "ten percent shareholder" of The Goldman Sachs Group, Inc.;
· any tax, assessment or other governmental charge imposed solely because of a change in applicable law or
regulation, or in any official interpretation or application of applicable law or regulation, that becomes effective
more than 15 days after the day on which the payment becomes due or is duly provided for, whichever occurs later;

· any estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax, or any similar tax, assessment
or other governmental charge;

· any tax, assessment or other governmental charge imposed solely because the beneficial owner or any other person
fails to comply with any certification, identification or other reporting requirement concerning the nationality,
residence, identity or connection with the United States of the holder or any beneficial owner of the subordinated
note, if compliance is required by statute, by regulation of the U.S. Treasury department or by an applicable
income tax treaty to which the United States is a party, as a precondition to exemption from the tax, assessment or
other governmental charge;

· any tax, assessment or other governmental charge that can be paid other than by deduction or withholding from a
payment on the subordinated notes;

· any tax, assessment or other governmental charge imposed solely because the payment is to be made by a
particular paying agent (which term may include us) and would not be imposed if made by another paying agent;

· where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant
to any European Union Directive on the taxation of savings or any law implementing or complying with, or
introduced in order to conform to, such Directive;

· by or on behalf of a holder who would be able to avoid withholding or deduction by presenting the note to another
paying agent in a Member State of the European Union; or

· any combination of the taxes, assessments or other governmental charges described above.
In addition, we will not pay additional amounts with respect to any payment of principal or interest to any
United States alien who is a fiduciary or a partnership, or who is not the sole beneficial owner of the
payment, to the extent that we would not have to pay additional amounts to any beneficiary or settlor of
the fiduciary or any member of the partnership, or to any beneficial owner of the payment, if that person or
http://www.sec.gov/Archives/edgar/data/886982/000095012306013561/y26685e424b2.htm (10 of 26)11/8/2006 11:01:02 AM

Document Outline

sec.gov
- #1">424B2