Bond Goldman & Sachs 9% ( US38147QHS84 ) in USD

Issuer Goldman & Sachs
Market price refresh price now   100 %  ▲ 
Country  United States
ISIN code  US38147QHS84 ( in USD )
Interest rate 9% per year ( payment 4 times a year)
Maturity 01/08/2028



Prospectus brochure of the bond Goldman Sachs US38147QHS84 en USD 9%, maturity 01/08/2028


Minimal amount 1 000 USD
Total amount 4 500 000 USD
Cusip 38147QHS8
Standard & Poor's ( S&P ) rating BBB+ ( Lower medium grade - Investment-grade )
Moody's rating NR
Next Coupon 02/02/2026 ( In 91 days )
Detailed description 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 US38147QHS84, pays a coupon of 9% per year.
The coupons are paid 4 times per year and the Bond maturity is 01/08/2028

The Bond issued by Goldman & Sachs ( United States ) , in USD, with the ISIN code US38147QHS84, was rated NR by Moody's credit rating agency.

The Bond issued by Goldman & Sachs ( United States ) , in USD, with the ISIN code US38147QHS84, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







Prospectus Supplement No. 2317 dated July 30, 2013
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424B2 1 d577519d424b2.htm PROSPECTUS SUPPLEMENT NO. 2317 DATED JULY 30, 2013
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Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-176914

$4,500,000
Cal able Quarterly CMS Spread-Linked Notes due 2028



The notes wil mature on the stated maturity date (August 2, 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 2, 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 November 2, 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 4.5 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), subject to the maximum interest rate
of 12.00% per annum.
For each quarterly interest period after the fourth interest period, the interest rate per annum for such interest period
will equal:

·
if (i) the CMS spread times (i ) 4.5 is greater than or equal to 12.00%, the maximum interest rate of

12.00%;

·
if (i) the CMS spread times (i ) 4.5 is less than 12.00% but greater than 0%, (i) the CMS spread times

(i ) 4.5; or


·
if the CMS spread 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, you will receive no interest on your notes for such interest period, even if the CMS
spread on subsequent days is greater than 0%. Furthermore, after the first four interest periods, the interest
rate per annum will be subject to a maximum interest rate of 12.00%.
Your investment in the notes involves certain risks, including, among other things, our credit risk. See page
S-4.
You should read the additional disclosure herein so that you may 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 $899 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: August 2, 2013
Original issue price: 100.00% of the face amount
Underwriting discount: 4.033% of the face amount
Net proceeds to issuer: 95.967% 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.

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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.

About Your Notes
The notes are part of the Medium-Term Notes, Series D program of The Goldman Sachs Group, Inc. This prospectus
supplement constitutes a supplement to the documents listed below and should be read in conjunction with such
documents:


·
Prospectus supplement dated September 19, 2011


·
Prospectus dated September 19, 2011
The information in this prospectus supplement supersedes any conflicting information in the documents listed above. In
addition, some of the terms or features described in the listed documents may not apply to your notes.


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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
CMS spread: on any interest determination date, the
interest income.
difference of the 30-year CMS rate minus the 5-year
Trade date: July 30, 2013
CMS rate.
Original issue date (settlement date): August 2, 2013
30-year CMS rate: for any interest determination date,
the 30-year U.S. dol ar interest rate swap rate (as
Stated maturity date: August 2, 2028, subject to our
described on page S-11) on such day, subject to
early redemption right and to adjustment as described
adjustment as described elsewhere in this prospectus
under "Specific Terms of Your Notes -- Payment of
supplement
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
Specified currency: U.S. dol ars ("$")
on page S-11) on such day, subject to adjustment as
Denominations: $1,000 or integral multiples of $1,000 in
described elsewhere in this prospectus supplement
excess thereof
Face amount: each note wil have a face amount equal
Interest payment dates: February 2, May 2, August 2
to $1,000; $4,500,000 in the aggregate for al the offered
and November 2 of each year, beginning on November 2,
notes; the aggregate face amount of the offered notes
2013, and ending on the stated maturity date, subject to
may be increased if the issuer, at its sole option, decides
adjustments as described elsewhere in the prospectus
to sell an additional amount of the offered notes on a date
supplement
subsequent to the date of this prospectus supplement
Early redemption: we have the right to redeem your
Supplemental discussion of U.S. federal income tax
notes, in whole but not in part, at a price equal to 100%
consequences: We intend to treat the notes as debt
of the face amount plus accrued and unpaid interest, on
instruments subject to the special rules governing
each interest payment date on or after February 2, 2014,
contingent payment debt instruments for U.S. federal
subject to five business days' prior notice
income tax purposes. Under this treatment, it is the
Interest rate: for the first four interest periods, the
opinion of Sidley Austin LLP that if you are a U.S. individual
or taxable entity, you generally should be required to pay
interest rate wil be 9.00% per annum. For each interest
taxes on ordinary income from the notes over their term
period thereafter, subject to our early redemption right,
based on the comparable yield for the notes, subject to
the interest rate wil be based upon the CMS spread on
any positive and negative adjustments based on the
the relevant interest determination date for such interest
actual interest payments on the notes. In addition, any
period and wil be a rate per annum equal to:
gain you may recognize on the

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· if (i) the CMS spread times (i ) 4.5 is greater
Interest determination dates: for each interest period

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

interest period
· if (i) the CMS spread times (i ) 4.5 is less than

the maximum interest rate but greater than 0%:
Interest period: the period from and including each
(i) the CMS spread times (i ) 4.5; or
interest payment date (or the original issue date, in the

case of the initial interest period) to but excluding the next
· if the CMS spread is equal to or less than 0%:

succeeding interest payment date (or the stated maturity
0%
date, in the case of the final interest period)
Maximum interest rate: 12.00% per annum
FDIC: The notes are not bank deposits and are not
Day count convention: 30/360 (ISDA)
insured by the Federal Deposit Insurance Corporation
(the "FDIC") or any other governmental agency, nor are
Business day convention: fol owing unadjusted
they obligations of, or guaranteed by, a bank
Regular record dates: the scheduled business day
Calculation agent: Goldman, Sachs & Co.
immediately preceding each interest payment date
CUSIP no.: 38147QHS8
Defeasance: not applicable
ISIN no.: US38147QHS84
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
differences in pricing models or assumptions used by
Terms of Your Notes Were Set On the Trade Date (as
others. See "-- The Market Value of Your Notes May Be
Determined By Reference to Pricing Models Used By
Influenced by Many Factors That Are Unpredictable and
Goldman, Sachs & Co.) Was Less Than the Original
Interrelated in Complex Ways" below.
Issue Price Of Your Notes
The difference between the estimated value of your
The original issue price for your notes exceeds the
notes as of the time the terms of your notes were set on
estimated value of your notes as of the time the terms of
the trade date and the original issue price is a result of
your notes were set on the trade date, as determined by
certain factors, including principal y the underwriting
reference to Goldman, Sachs & Co.'s pricing models and
discount and commissions, the expenses incurred in
taking into account our credit spreads. Such estimated
creating, documenting and marketing the notes, and an
value on the trade date is set forth on the cover of this
estimate of the difference between the amounts we pay
prospectus supplement; after the trade date, the
to Goldman, Sachs & Co. and the amounts Goldman,
estimated value as determined by reference to these
Sachs & Co. pays to us in connection with your notes. We
models wil be affected by changes in market conditions,
pay to Goldman, Sachs & Co. amounts based on what
our creditworthiness and other relevant factors. If
we would pay to holders of a non-structured note with a
Goldman, Sachs & Co. buys or sel s your notes it wil do
similar maturity. In return for such payment, Goldman,
so at prices that reflect the estimated value determined
Sachs & Co. pays to us the amounts we owe under your
by reference to such pricing models at that time. The
notes.
price at which Goldman, Sachs & Co. will buy or sell your
notes at any time also wil reflect its then current bid and
In addition to the factors discussed above, the value
ask spread for similar sized trades of structured notes.
and quoted price of your notes at any time wil reflect
many factors and cannot be predicted. If Goldman,
In estimating the value of your notes as of the time
Sachs & Co. makes a market in the notes, the price
the terms of your notes were set on the trade date, as
quoted by Goldman, Sachs & Co. would reflect any
disclosed on the front cover of this prospectus
changes in market conditions and other relevant factors,
supplement, Goldman, Sachs & Co.'s pricing models
including any deterioration in our creditworthiness or
consider certain variables, including principally our credit
perceived creditworthiness. These changes may
spreads, interest rates (forecasted, current and historical
adversely affect the value of your notes, including the
rates), volatility, price-sensitivity analysis and the time to
price you may receive for your notes in any market
maturity of the notes. These pricing models are
making transaction. To the extent that Goldman, Sachs &
proprietary and rely in part on certain assumptions about
Co. makes a market in the notes, the quoted price wil
future events, which may prove to be incorrect. As a
reflect the estimated value determined by reference to
result, the actual value you would receive if you sold your
Goldman, Sachs & Co.'s pricing models at that time, plus
notes in the secondary market, if any, to others may
or minus its then current bid and ask spread for similar
differ, perhaps materially, from the estimated value of
sized trades of structured notes.
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
Because of the long-dated maturity of your notes,
charged a commission for secondary market
the expected future performance of the CMS spread wil
transactions, or the price wil likely reflect a dealer
have a greater impact on the market value of your notes
discount. This commission or discount wil further reduce
than if your notes had an earlier maturity date. In
the proceeds you would receive for your notes in a
particular, the expected future performance of the CMS
secondary market sale.
spread may cause the market value of your notes to
decrease even though the CMS spread may be greater
There is no assurance that Goldman, Sachs & Co. or
than 0% during some portion of the life of the offered
any other party wil be wil ing to purchase your notes at
notes. Moreover, expectations about the performance of
any price and, in this regard, Goldman, Sachs & Co. is
the CMS spread in the future are subject to a great
not obligated to make a market in the notes. See "--
degree of uncertainty and may be based on assumptions
Your Notes May Not Have an Active Trading Market"
about the future that may prove to be incorrect. Even if
below.
the expected future performance of the CMS spread is
favorable to your notes, this uncertainty may result in
The Notes Are Subject to the Credit Risk of the
market participants substantial y discounting this future
Issuer
performance when determining the market value of your
Although the return on the notes wil be based in part
notes.
on the relationship between the 5-year CMS rate and the
If the CMS Spread Is Less than or Equal to 0% on the
30-year CMS rate, the payment of any amount due on
Relevant Interest Determination Date for Any Interest
the notes is subject to our credit risk. The notes are our
Period After the First Four Interest Periods, No
unsecured obligations. Investors are dependent on our
ability to pay all amounts due on the notes, and therefore
Interest Will Be Paid for that Interest Period
investors are subject to our credit risk and to changes in
Because of the formula used to calculate the
the market's view of our creditworthiness. See
interest rate applicable to your notes, in the event that on
"Description of the Notes We May Offer -- Information
the relevant interest determination date for any interest
About Our Medium-Term Notes, Series D Program --
period after the first four interest periods the 30-year
How the Notes Rank Against Other Debt" on page S-4 of
CMS rate does not exceed the 5-year CMS rate, no
the accompanying prospectus supplement.
interest wil be paid for such interest period, even if the
If the CMS Spread Changes, the Market Value of Your
CMS spread on subsequent days is greater than 0%.
Notes May Not Change in the Same Manner
Therefore, if the 30-year CMS rate does not exceed the
5-year CMS rate by for a prolonged period of time over
The price of your notes may move differently than
the life of your notes after the first four interest periods,
the CMS spread. The CMS spread wil vary during the
including interest determination dates, you wil receive no
term of the notes based on the relationship between the
interest during the affected interest periods. In such case,
5-year CMS rate and the 30-year CMS rate as wel as
even if you receive some interest payments on some or
the market's expectation of this relationship in the future.
al of the interest payment dates, the overall return you
Changes in the CMS spread may not result in a
earn on your notes may be less than you would have
comparable change in the market value of your notes.
earned by investing in a non-indexed debt security of
Even if the CMS spread is greater than 0% during some
comparable maturity that bears interest at a prevailing
portion of the life of the offered notes after the first four
market rate.
interest periods, the market value of your notes may not
increase in the same manner. We discuss some of the
Assuming circumstances where no interest payment
reasons for this disparity under "-- The Market Value of
is to be made on your notes after the fourth interest
Your Notes May Be Influenced by Many Factors That Are
period, the present value of your notes as of the original
Unpredictable and Interrelated in Complex Ways" below.
issue date wil equal the present value of a bond that
pays only the coupons up to and including the fourth
interest period, and with the same maturity and face

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amount issued by us, in each case discounted using
year is less than 12.00% per annum, your actual return
current interest rates and credit spreads based on the
for such year wil be less than 12.00% per annum, even if
discount method used by Goldman, Sachs & Co., which
the interest rate is 12.00% per annum for the remaining
may be different from the methods used by others. On
interest periods during such year. Thus, the notes may
the original issue date such present value wil be
provide less interest income than an investment in a
approximately 55.0% of the face amount of your notes
similar instrument.
(you should not base any tax characterization of your
notes on such present value).
The Historical Levels of the CMS Spread Are Not an
Indication of the Future Levels of the CMS Spread
The Amount of Interest Payable on Your Notes After
the First Four Interest Periods Will Not Be Affected
In the past, the level of the CMS spread has
by the CMS Spread on Any Day Other Than the
experienced significant fluctuations. You should note that
Interest Determination Date for the Applicable
historical levels, fluctuations and trends of the CMS
Interest Period
spread are not necessarily indicative of future levels. Any
historical upward or downward trend in the CMS spread
For each interest period after the first four interest
is not an indication that the CMS spread is more or less
periods, the amount of interest payable on each interest
likely to increase or decrease at any time after the first
payment date is calculated based on the CMS spread on
four interest periods, and you should not take the
the interest determination date for the applicable interest
historical levels of the CMS spread as an indication of its
period. Although the actual CMS spread on an interest
future performance.
payment date or at other times after the first four interest
periods may be higher than the CMS spread on the
Recent Regulatory Investigations Regarding Potential
interest determination date, you wil not benefit from the
Manipulation of ISDAfix May Adversely Affect Your
CMS spread at any time other than on such interest
Notes
determination date.
It has been reported that the U.K. Financial Conduct
Authority and the U.S. Commodity Futures Trading
The Amount of Interest Payable On The Notes In Any
Commission are working together to investigate potential
Quarter Is Capped
manipulation of ISDAfix. If such manipulation occurred, it
may have resulted in this rate or the quarterly difference
For each of the first four interest periods, interest
in such rate being artificial y lower (or higher) than it
wil be paid at a rate of 9.00% per annum (equal to a
would otherwise have been. Any changes or reforms
quarterly interest payment of $22.50 for each $1,000
affecting the determination or supervision of ISDAfix in
face amount of notes). After the first four interest
light of these investigations, may result in a sudden or
periods, the interest rate wil be subject to the maximum
prolonged increase or decrease in reported ISDAfix or
interest rate of 12.00% per annum, which wil limit the
the quarterly difference in ISDAfix, which could have an
amount of interest you may receive on each interest
adverse impact on the trading market for ISDAfix-
payment date. Because of the formula used to calculate
benchmarked securities such as your notes, the value of
the interest rate on your notes, if (i) the CMS spread
your notes and any payments on your notes.
times (i ) 4.5 is greater than or equal to 12.00% per
annum, the interest rate after the first four interest
periods wil be capped at 12.00% per annum (equal to a
maximum quarterly interest payment of $30.00 for each
$1,000 face amount of notes). Thus, you wil not benefit
from any increases in the CMS spread above
approximately 2.6667%. 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

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If You Purchase Your Notes at a Premium to Face
These factors, and many other factors, wil
Amount, the Return on Your Investment Will Be
influence the price you will receive if you sel your notes
Lower Than the Return on Notes Purchased at Face
before maturity, including the price you may receive for
Amount and the Impact of Certain Key Terms of the
your notes in any market making transaction. If you sell
Notes Will be Negatively Affected
your notes before maturity, you may receive less than the
face amount of your notes.
The amount you wil be paid for your notes on the
stated maturity date wil not be adjusted based on the
You cannot predict the future performance of the
issue price you pay for the notes. If you purchase notes
CMS spread based on its historical performance. The
at a price that differs from the face amount of the notes,
actual performance of the CMS spread over the life of the
then the return on your investment in such notes held to
offered notes after the first four interest periods, as wel
the stated maturity date or the date of early redemption
as the interest payable on each interest payment date,
wil differ from, and may be substantial y less than, the
may bear little or no relation to the hypothetical levels of
return on notes purchased at face amount. If you
the CMS spread or to the hypothetical examples shown
purchase your notes at a premium to face amount and
elsewhere in this prospectus supplement.
hold them to the stated maturity date or the date of early
redemption the return on your investment in the notes wil
Goldman Sachs' Anticipated Hedging Activities May
be lower than it would have been had you purchased the
Negatively Impact Investors in the Notes and Cause
notes at face amount or a discount to face amount.
our Interests and Those of Our Clients and
Counterparties to be Contrary to Those of Investors
The Market Value of Your Notes May Be Influenced
in the Notes
by Many Factors That Are Unpredictable and
Interrelated in Complex Ways
Goldman Sachs expects to hedge our obligations
under the notes by purchasing futures and/or other
When we refer to the market value of your notes,
instruments linked to the CMS spread. We also expect to
we mean the value that you could receive for your notes if
adjust our hedge by, among other things, purchasing or
you chose to sel it in the open market before the stated
selling any of the foregoing, and perhaps other
maturity date. A number of factors, many of which are
instruments linked to the CMS spread, at any time and
beyond our control, wil influence the market value of your
from time to time, and to unwind the hedge by sel ing any
notes, including:
of the foregoing on or before the final interest

determination date for your notes. We may also enter
·
the 30-year CMS rate and the 5-year CMS rate;
into, adjust and unwind hedging transactions relating to

other rate-linked notes whose returns are linked to
·
the volatility -- i.e., the frequency and magnitude of
changes in the level of the CMS spread.
changes -- in the level of the CMS spread;

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

therefore the market value of your notes and the amount
·
interest rates and yield rates in the market;
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 counterparties to have economic interests and
·
our creditworthiness, whether actual or perceived,
incentives that do not align with, and that may be directly
and including actual or anticipated upgrades or
contrary to, those of an investor in the notes. Goldman
downgrades in our credit ratings or changes in
Sachs wil have no obligation to take, refrain from taking
other credit measures.
or cease taking any action with respect to these
transactions based on the potential effect on an investor
in the notes, and may receive substantial returns on
hedging or other activities while the value of your notes
declines.

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As Calculation Agent, Goldman, Sachs & Co. Will
Certain Considerations for Insurance Companies and
Have the Authority to Make Determinations that
Employee Benefit Plans
Could Affect the Value of Your Notes and the Amount
You May Receive On Any Interest Payment Date
Any insurance company or fiduciary of a pension
plan or other employee benefit plan that is subject to the
As calculation agent for your notes, Goldman,
prohibited transaction rules of the Employee Retirement
Sachs & Co. wil have discretion in making certain
Income Security Act of 1974, as amended, which we cal
determinations that affect your notes, including
"ERISA", or the Internal Revenue Code of 1986, as
determining the CMS spread on any interest
amended, including an IRA or a Keogh plan (or a
determination date in certain circumstances, which we wil
governmental plan to which similar prohibitions apply),
use to determine the amount, if any, we wil pay on any
and that is considering purchasing the offered notes with
applicable interest payment date after the first four
the assets of the insurance company or the assets of
interest payment dates. See "Specific Terms of Your
such a plan, should consult with its counsel regarding
Notes" below. The exercise of this discretion by Goldman,
whether the purchase or holding of the offered notes
Sachs & Co. could adversely affect the value of your
could become a "prohibited transaction" under ERISA, the
notes and may present Goldman, Sachs & Co. with a
Internal Revenue Code or any substantial y similar
conflict of interest. We may change the calculation agent
prohibition in light of the representations a purchaser or
at any time without notice and Goldman, Sachs & Co.
holder in any of the above categories is deemed to make
may resign as calculation agent at any time upon 60 days'
by purchasing and holding the offered notes. This is
written notice to Goldman Sachs.
discussed in more detail under "Employee Retirement
Income Security Act" below.
Your Notes May Not Have an Active Trading Market
We May Sell an Additional Aggregate Face Amount of
Your notes wil not be listed or displayed on any
the Notes at a Different Issue Price
securities exchange or included in any interdealer market
quotation system, and there may be little or no secondary
At our sole option, we may decide to sell an
market for your notes. Even if a secondary market for
additional aggregate face amount of the notes
your notes develops, it may not provide significant liquidity
subsequent to the date of this prospectus supplement.
and we expect that transaction costs in any secondary
The issue price of the notes in the subsequent sale may
market would be high. As a result, the difference between
differ substantial y (higher or lower) from the issue price
bid and asked prices for your notes in any secondary
you paid as provided on the cover of this prospectus
market could be substantial.
supplement.
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
On any interest payment date on or after
Payment Debt Instruments for U.S. Federal Income
February 2, 2014, we wil be permitted to redeem your
Tax Purposes
notes at our option. Even if we do not exercise our option
to redeem your notes, our ability to do so may adversely
We intend to treat the notes as debt instruments
affect the value of your notes. It is our sole option
subject to special rules governing contingent payment
whether to redeem your notes prior to maturity and we
debt instruments for U.S. federal income tax purposes.
may or may not exercise this option for any reason.
Under this treatment, if you are a U.S. individual or
Because of this redemption option, the term of your notes
taxable entity, you general y should be required to pay
could be anywhere between six months and fifteen years.
taxes on ordinary income from the notes over their term
based on the comparable yield for the notes, subject to
any positive and negative adjustments based on the
actual interest payments on the notes. This comparable
yield is determined solely to calculate the amount on

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