Bond Goldman & Sachs 5.75% ( US38141GGS75 ) in USD

Goldman & Sachs

100 % ▼

United States

US38141GGS75 ( in USD )

5.75% per year ( payment 2 times a year)

23/01/2022 - Bond has expired

Prospectus brochure of the bond Goldman Sachs US38141GGS75 in USD 5.75%, expired

2 000 USD

4 500 000 000 USD

38141GGS7

BBB+ ( Lower medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

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' USD 4,500,000,000 5.75% bond (CUSIP: 38141GGS7, ISIN: US38141GGS75), issued in the United States, matured on January 23, 2022, with a minimum trading size of 2000, a coupon frequency of 2, and was redeemed at 100%, rated BBB+ by S&P and A3 by Moody's.

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424B2 1 d286377d424b2.htm PROSPECTUS SUPPLEMENT DATED JANUARY 19, 2012 FOR 10-YEAR
NOTE
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-176914
Prospectus Supplement to Prospectus dated September 19, 2011.

$4,250,000,000

5.75% Notes due 2022

The Goldman Sachs Group, Inc. wil pay interest on the notes at a rate of 5.75% per annum on January 24 and
July 24 of each year. The first such payment wil be made on July 24, 2012. The notes wil mature on the stated maturity
date, January 24, 2022. If The Goldman Sachs Group, Inc. becomes obligated to pay additional amounts to
non-U.S. investors due to changes in U.S. withholding tax requirements, The Goldman Sachs Group, Inc. may redeem
the notes before their stated maturity at a price equal to 100% of the principal amount redeemed plus accrued interest
to the redemption date.

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 or
the accompanying prospectus. Any representation to the contrary is a criminal offense.
The notes have been registered under the Securities Act of 1933 solely for the purpose of sales in the
United States; they have not been and will not be registered for the purpose of any sales outside the United
States.
The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other
governmental agency, nor are they obligations of, or guaranteed by, a bank.

Per Note
Total

Initial price to public

99.865%
$4,244,262,500
Underwriting discount

0.450%

$
19,125,000
Proceeds, before expenses, to The Goldman Sachs Group, Inc.

99.415%
$4,225,137,500

The initial price to public set forth above does not include accrued interest, if any. Interest on the notes wil accrue
from January 24, 2012 and must be paid by the purchaser if the notes are delivered after January 24, 2012.

The underwriters expect to deliver the notes through the facilities of The Depository Trust Company against
payment in New York, New York on January 24, 2012.
The Goldman Sachs Group, Inc. may use this prospectus supplement and the accompanying prospectus in the
initial sale of the notes. In addition, Goldman, Sachs & Co. or any other affiliate of The Goldman Sachs Group, Inc. may
use this prospectus supplement and the accompanying prospectus in a market-making transaction in the notes after their
initial sale, and unless they inform the purchaser otherwise in the confirmation of sale, this prospectus supplement and
accompanying prospectus are being used by them in a market-making transaction.

BB&T Capital Markets

Citi
COMMERZBANK

HSBC
Banca IMI

Lloyds Securities
Mizuho Securities USA Inc.

nabSecurities, LLC
RBC Capital Markets

SMBC Nikko
Standard Chartered Bank

SunTrust Robinson Humphrey
TD Securities

US Bancorp
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CastleOak Securities, L.P.

Drexel Hamilton

Prospectus Supplement dated January 19, 2012.
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TABLE OF CONTENTS
Prospectus Supplement

Page
Specific Terms of the Notes

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Employee Retirement Income Security Act

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Validity of the Notes

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Underwriting

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Prospectus dated September 19, 2011
Available Information

2

Prospectus Summary

4

Use of Proceeds

8

Description of Debt Securities We May Offer

9

Description of Warrants We May Offer

33

Description of Purchase Contracts We May Offer

48

Description of Units We May Offer

53

Description of Preferred Stock We May Offer

58

The Issuer Trusts

65

Description of Capital Securities and Related Instruments

67

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

88

Legal Ownership and Book-Entry Issuance

92

Considerations Relating to Floating Rate Debt Securities

97

Considerations Relating to Securities Issued in Bearer Form

98

Considerations Relating to Indexed Securities

102
Considerations Relating to Securities Denominated or Payable in or Linked to a Non-U.S. Dol ar Currency

105
Considerations Relating to Capital Securities

108
United States Taxation

112
Plan of Distribution

135
Conflicts of Interest

137
Employee Retirement Income Security Act

138
Validity of the Securities

139
Experts

139
Review of Unaudited Condensed Consolidated Financial Statements by Independent Registered Public
Accounting Firm

139
Cautionary Statement Pursuant to the Private Securities Litigation Reform Act of 1995

140

We have not authorized anyone to provide any information or to make any representations other than those
contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or in any free
writing prospectuses we have prepared. We take no responsibility for, and can provide no assurance as to the reliability
of, any other information that others may give you. This prospectus supplement and the accompanying prospectus is an
offer to sel only the notes offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so.
The information contained in this prospectus supplement and the accompanying prospectus is current only as of the
respective dates of such documents.
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SPECIFIC TERMS OF THE NOTES

Please note that throughout 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 "holders" mean The Depository Trust Company ("DTC") or its nominee and not indirect owners who
own beneficial interests in notes through participants in DTC. Please review the special considerations that apply
to indirect owners in the accompanying prospectus, under "Legal Ownership and Book-Entry Issuance".
The notes wil be a series of senior debt securities issued under our senior debt indenture dated as of July 16,
2008 between us and The Bank of New York Mel on, as trustee. This prospectus supplement summarizes specific
financial and other terms that wil apply to the notes; terms that apply generally to all of our debt securities are described
in "Description of Debt Securities We May Offer" in the accompanying prospectus dated September 19, 2011. 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 control ing.
Terms of the Notes
The specific terms of this series of notes we are offering wil be as fol ows:

Y Title of the notes: 5.75% Notes due 2022

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

Y Total principal amount being issued: $4,250,000,000

Y Initial price to public: 99.865% of the principal amount

Y Underwriting discount: 0.450% of the principal amount

Y Issue date: January 24, 2012

Y Stated maturity: January 24, 2022

Y Interest rate: 5.75% per annum

Y Date interest starts accruing: January 24, 2012

Y Due dates for interest: Every January 24 and July 24

Y First due date for interest: July 24, 2012

Y Regular record dates for interest: For interest due on an interest payment date, the day immediately prior to the
day on which the payment is to be made (as such payment day may be adjusted under the applicable business day
convention specified below)

Y Day count convention: 30/360 (ISDA); we wil calculate accrued interest on the basis of a 360-day year of twelve
30-day months

Y Denomination: $2,000 and integral multiples of $1,000 thereafter, subject to a minimum denomination of $2,000

Y Business day: New York

Y Business day convention: Fol owing unadjusted

Y Defeasance: The notes are not subject to defeasance or covenant defeasance by us

Y 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 payment to non-U.S. investors, however, we wil pay additional
amounts on those payments, but only to the extent described in the accompanying prospectus under "Description of
Debt Securities We May Offer -- Payment of Additional Amounts".

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Y Tax Redemption: We wil have the option to redeem the notes before they mature (at par plus accrued interest) if we
become obligated to pay additional amounts because of changes in U.S. withholding tax requirements as described in
the accompanying prospectus under "Description of Debt Securities We May Offer -- Redemption and Repayment".
For purposes of the seventh paragraph under "Description of Debt Securities We May Offer -- Redemption and
Repayment", the specified date (on or after which any such changes that may occur wil give rise to our redemption
right) is January 19, 2012.

Y No other redemption: We wil not be permitted to redeem the notes before their stated maturity, except as
described above. The notes wil not be entitled to the benefit of any sinking fund -- that is, we wil not deposit money
on a regular basis into any separate custodial account to repay your note.

Y Repayment at option of holder: None

Y CUSIP No.: 38141GGS7

Y ISIN No.: US38141GGS75

Y FDIC: 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.
Additional Information About the Notes
Book-Entry System
We wil issue the notes as global notes registered in the name of DTC, or its nominee. The sale of the notes wil
settle in immediately available funds through DTC. You wil not be permitted to withdraw the notes from DTC except in
the limited situations described in the accompanying prospectus under "Legal Ownership and Book-Entry Issuance --
What Is a Global Security? -- Holder's Option to Obtain a Non-Global Security; Special Situations When a Global
Security Wil Be Terminated".
Investors may hold interests in a global note through organizations that participate, directly or indirectly, in the DTC
system. See "Legal Ownership and Book-Entry Issuance" in the accompanying prospectus for additional information
about indirect ownership of interests in the notes.
United States Federal Income Tax Consequences
Please see the discussion under "United States Taxation" in the accompanying prospectus.

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EMPLOYEE RETIREMENT INCOME SECURITY ACT

This section is only relevant to you if you are an insurance company or the fiduciary of a pension plan or an
employee benefit plan (including a governmental plan, an IRA or a Keogh Plan) proposing to invest in the notes.
The U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the U.S. Internal
Revenue Code of 1986, as amended (the "Code"), prohibit certain transactions ("prohibited transactions") involving the
assets of an employee benefit plan that is subject to the fiduciary responsibility provisions of ERISA or Section 4975 of
the Code (including individual retirement accounts, Keogh plans and other plans described in Section 4975(e)(1) of the
Code) (a "Plan") and certain persons who are "parties in interest" (within the meaning of ERISA) or "disqualified persons"
(within the meaning of the Code) with respect to the Plan; governmental plans may be subject to similar prohibitions
unless an exemption applies to the transaction. The assets of a Plan may include assets held in the general account of
an insurance company that are deemed "plan assets" under ERISA or assets of certain investment vehicles in which the
Plan invests. Each of The Goldman Sachs Group, Inc. and certain of its affiliates may be considered a "party in interest"
or a "disqualified person" with respect to many Plans, and, accordingly, prohibited transactions may arise if the notes are
acquired by or on behalf of a Plan unless those notes are acquired and held pursuant to an available exemption. In
general, available exemptions are: transactions effected on behalf of that Plan by a "qualified professional asset
manager" (prohibited transaction exemption 84-14) or an "in-house asset manager" (prohibited transaction
exemption 96-23), transactions involving insurance company general accounts (prohibited transaction exemption 95-60),
transactions involving insurance company pooled separate accounts (prohibited transaction exemption 90-1),
transactions involving bank col ective investment funds (prohibited transaction exemption 91-38) and transactions with
service providers under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code where the Plan receives no
less and pays no more than "adequate consideration" (within the meaning of Section 408(b)(17) of ERISA and
Section 4975(f)(10) of the Code). The person making the decision on behalf of a Plan or a governmental plan shall be
deemed, on behalf of itself and the plan, by purchasing and holding the notes, or exercising any rights related thereto, to
represent that (a) the plan wil receive no less and pay no more than "adequate consideration" (within the meaning of
Section 408(b)(17) of ERISA and Section 4975(f)(10) of the Code) in connection with the purchase and holding of the
notes, (b) none of the purchase, holding or disposition of the notes or the exercise of any rights related to the notes wil
result in a non-exempt prohibited transaction under ERISA or the Code (or, with respect to a governmental plan, under
any similar applicable law or regulation), and (c) neither The Goldman Sachs Group, Inc. nor any of its affiliates is a
"fiduciary" (within the meaning of Section 3(21) of ERISA (or any regulations thereunder) or, with respect to a
governmental plan, under any similar applicable law or regulation) with respect to the purchaser or holder in connection
with such person's acquisition, disposition or holding of the notes, or as a result of any exercise by The Goldman Sachs
Group, Inc. or any of its affiliates of any rights in connection with the notes, and no advice provided by The Goldman
Sachs Group, Inc. or any of its affiliates has formed a primary basis for any investment decision by or on behalf of such
purchaser or holder in connection with the notes and the transactions contemplated with respect to the notes.

If you are an insurance company or the fiduciary of a pension plan or an employee benefit plan (including a
governmental plan, an IRA or a Keogh plan) and propose to invest in the notes described in this prospectus
supplement and accompanying prospectus, you should consult your legal counsel.

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VALIDITY OF THE NOTES
The validity of the notes wil be passed upon for the underwriters by Sul ivan & Cromwel LLP, New York, New
York. Sul ivan & Cromwel LLP has in the past represented and continues to represent The Goldman Sachs Group, Inc.
on a regular basis and in a variety of matters, including offerings of our common stock, preferred stock and debt
securities. Sul ivan & Cromwel LLP also performed services for The Goldman Sachs Group, Inc. in connection with the
offering of the notes described in this prospectus supplement.

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UNDERWRITING
We and the underwriters named below have entered into an underwriting agreement with respect to the notes.
Subject to certain conditions, each underwriter named below has several y agreed to purchase the principal amount of
notes indicated in the fol owing table:

Principal Amount
Underwriters

of Notes

Goldman, Sachs & Co.

$ 3,612,500,000
BB&T Capital Markets, a division of Scott & Stringfel ow, LLC

42,500,000

Citigroup Global Markets Inc.

42,500,000

Commerz Markets LLC

42,500,000

HSBC Securities (USA) Inc.

42,500,000

Banca IMI S.p.A.

42,500,000

Lloyds Securities Inc.

42,500,000

Mizuho Securities USA Inc.

42,500,000

nabSecurities, LLC

42,500,000

RBC Capital Markets, LLC

42,500,000

SMBC Nikko Capital Markets Limited

42,500,000

Standard Chartered Bank

42,500,000

SunTrust Robinson Humphrey, Inc.

42,500,000

TD Securities (USA) LLC

42,500,000

U.S. Bancorp Investments, Inc.

42,500,000

CastleOak Securities, L.P.

21,250,000

Drexel Hamilton, LLC.

21,250,000

Total

$ 4,250,000,000

The underwriters are committed to take and pay for al of the notes being offered, if any are taken.
The fol owing table shows the per note and total underwriting discounts and commissions to be paid to the
underwriters by us.

Per $1,000 note

$

4.50
Total

$19,125,000
The notes sold by the underwriters to the public wil initial y be offered at the initial price to public set forth on the
cover of this prospectus supplement. Any notes sold by the underwriters to securities dealers may be sold at a discount
from the initial price to public of up to 0.20% of the principal amount of the notes. Any such securities dealers may resel
any notes purchased from the underwriters to certain other brokers or dealers at a discount from the initial price to
public of up to 0.15% of the principal amount of the notes. If al the notes are not sold at the initial price to public, the
underwriters may change the initial price to public and the other sel ing terms. The offering of the notes by the
underwriters is subject to their receipt and acceptance of the notes and subject to their right to reject any order in whole
or in part.
The underwriters intend to offer the notes for sale in the United States either directly or through affiliates or other
dealers acting as selling agents. The underwriters may also offer the notes for sale outside the United States either
directly or through affiliates or other dealers acting as sel ing agents. This prospectus supplement may be used by the
underwriters and other dealers in connection with offers and sales of notes made in the United States, including offers
and sales in the United States of notes initial y sold outside the United States. The notes have not been, and wil not be,
registered under the Securities Act of 1933 for the purpose of offers or sales outside the United States.
The notes are a new issue of securities with no established trading market. We have been advised by Goldman,
Sachs & Co. and Goldman Sachs International that they intend to make a market in the notes. Other affiliates of The
Goldman Sachs Group, Inc. may also do so. Neither Goldman, Sachs & Co. or Goldman Sachs International nor any
other affiliate, however, is obligated to

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do so and any of them may discontinue market-making at any time without notice. No assurance can be given as to the
liquidity or the trading market for the notes.
Please note that the information about the original issue date, original price to public and net proceeds to The
Goldman Sachs Group, Inc. on the front cover page relates only to the initial sale of the notes. If you have purchased a
note in a market-making transaction after the initial sale, information about the price and date of sale to you wil be
provided in a separate confirmation of sale.
Each underwriter has represented and agreed that it wil not offer or sell the notes in the United States or to United
States persons except if such offers or sales are made by or through Financial Industry Regulatory Authority, Inc.
member broker-dealers.
Each underwriter has represented and agreed that:

Y it has only communicated or caused to be communicated and wil only communicate or cause to be
communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of

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

Y it has complied and wil comply with all applicable provisions of the FSMA with respect to anything done by it in

relation to the notes in, from or otherwise involving the United Kingdom.
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive
(each, a "Relevant Member State") with effect from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the "Relevant Implementation Date") an offer of notes which are the subject
of the offering contemplated by this prospectus supplement in relation thereto may not be made to the public in that
Relevant Member State except that, with effect from and including the Relevant Implementation Date, an offer of such
notes may be made to the public in that Relevant Member State:

a) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;

b) at any time to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the
2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the

Prospectus Directive), subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the
Issuer for any such offer; or

c) at any time in any other circumstances fal ing within Article 3(2) of the Prospectus Directive,
provided that no such offer of notes referred to above shal require the Issuer or any Dealer to publish a prospectus
pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the Prospectus
Directive.
For the purposes of this provision, the expression "an offer of notes to the public" in relation to any notes in any
Relevant Member State means the communication in any form and by any means of sufficient information on the terms of
the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as the
same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State,
the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD
Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing
measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

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The notes may not be offered or sold by means of any document other than (i) in circumstances which do not
constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to
"professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and
any rules made thereunder, or (i i) in other circumstances which do not result in the document being a "prospectus" within
the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), and no advertisement, invitation or document
relating to the notes may be issued or may be in the possession of any person for the purpose of issue (in each case
whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by,
the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to notes
which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within
the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
This prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore.
Accordingly, this prospectus supplement and any other document or material in connection with the offer or sale, or
invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be offered or
sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in
Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of
Singapore (the "SFA"), (i ) to a relevant person pursuant to Section 275(1) of the SFA, or any person pursuant to
Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA or (i i) otherwise pursuant
to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the notes are subscribed
or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited
investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share
capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the
trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an
individual who is an accredited investor, shares, debentures and units of shares and debentures of that corporation or
the beneficiaries' rights and interest (howsoever described) in that trust shal not be transferred within six months after
that corporation or that trust has acquired the notes pursuant to an offer made under Section 275 of the SFA except:
(1) to an institutional investor for corporations, under Section 274 of the SFA or to a relevant person defined in
Section 275(2) of the SFA, or to any person pursuant to Section 275(1A) or an offer that is made on terms that such
shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are
acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction,
whether such amount is to be paid for in cash or by exchange of securities or other assets, in accordance with the
conditions specified in Section 275 of the SFA; (2) where no consideration is or wil be given for the transfer; (3) where
the transfer is by operation of law; or (4) pursuant to Section 276(7) of the SFA.
The securities have not been and wil not be registered under the Financial Instruments and Exchange Law of
Japan (the Law No. 25 of 1948, as amended the "FIEL") and each underwriter has agreed that it wil not offer or sell any
securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein
means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to
others for re-offering or

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