Obbligazione Goldman & Sachs 1.886% ( US38147QJ564 ) in USD

Emittente Goldman & Sachs
Prezzo di mercato 99.625 USD  ▼ 
Paese  Stati Uniti
Codice isin  US38147QJ564 ( in USD )
Tasso d'interesse 1.886% per anno ( pagato 2 volte l'anno)
Scadenza 09/10/2024 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Goldman Sachs US38147QJ564 in USD 1.886%, scaduta


Importo minimo 1 000 USD
Importo totale 1 100 000 USD
Cusip 38147QJ56
Standard & Poor's ( S&P ) rating BBB+ ( Lower medium grade - Investment-grade )
Moody's rating A2 ( Upper medium grade - Investment-grade )
Descrizione dettagliata Goldman Sachs è una banca d'investimento multinazionale americana che offre servizi di investimento bancario, gestione patrimoniale e trading a clienti istituzionali e privati.

The Obbligazione issued by Goldman & Sachs ( United States ) , in USD, with the ISIN code US38147QJ564, pays a coupon of 1.886% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 09/10/2024

The Obbligazione issued by Goldman & Sachs ( United States ) , in USD, with the ISIN code US38147QJ564, was rated A2 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Goldman & Sachs ( United States ) , in USD, with the ISIN code US38147QJ564, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







Page 1 of 27
424B2 1 a14-20348_34424b2.htm PROSPECTUS SUPPLEMENT NO. 3190 DATED OCTOBER 2,
2014.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-198735
The Goldman Sachs Group, Inc.
$1,100,000
Floating Rate Notes due 2024
(Linked to the Non-Seasonally Adjusted U.S. City Average All Items
Consumer Price Index for All Urban Consumers)
We will pay interest, if any, on the 9th of each month, commencing on November 9, 2014 to, and including, the
stated maturity date (October 9, 2024), at a floating rate equal to the then-applicable annual inflation rate plus
the spread of 0.90%, subject to the minimum interest rate of 0.00% per annum. The annual inflation rate will
be determined by the change in the level of the non-seasonally adjusted U.S. City Average All Items Consumer
Price Index for All Urban Consumers (which we refer to as the index) over the one-year period that ends three
months prior to the related interest payment date (which we refer to as the annual inflation rate). The notes will
mature on the stated maturity date. On the stated maturity date, you will receive $1,000, plus any accrued and
unpaid interest, for each $1,000 of the face amount of your notes.
We will calculate your monthly interest rate as follows for each monthly interest period: on each interest
determination date, we will first determine the annual inflation rate by calculating the percentage increase or
decrease in the level of the index from the level of the index as of the month that is fifteen months prior to the
relevant interest payment date to the level of the index as of the month that is three months prior to the relevant
interest payment date. With respect to any given monthly interest period, the interest rate applicable to your
notes will equal the annual inflation rate with respect to that interest period, plus the spread. The interest rate
will not be less than the minimum interest rate. Interest payments on your notes, if any, will reflect only the
year-over-year percentage change in the index as measured monthly with respect to such interest period. If the
annual inflation rate decreases (i.e., is negative for any interest period) by more than the spread of 0.90% for
any monthly interest period, you will receive no interest payments on your notes for such interest period.
The per annum interest rate on your notes for each interest period will be a rate equal to the annual inflation
rate on the interest determination date plus the spread, subject to the minimum interest rate.
Your investment in the notes involves certain risks, including, among other things, our credit risk. See
page S-6. The notes are not subject to a survivor's option to request repayment prior to the stated
maturity date upon the death of a beneficial owner.
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 $949 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:
October 9, 2014
Original issue price:
100.00% of the face amount
Underwriting
1.95% of the face amount
Net proceeds to the issuer: 98.05% of the face amount
discount:
In addition to offers and sales at the initial price to public, the underwriters may offer the notes from time to time
for sale in one or more transactions at market prices prevailing at the time of sale, at prices related to market
prices or at negotiated prices.
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. 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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Goldman, Sachs & Co.
Incapital LLC
Prospectus Supplement No. 3190 dated October 2, 2014.
Table of Contents
The issue price, underwriting discount and net proceeds listed on the cover page hereof relate to the notes we
sell initially. We may decide to sell 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 will depend in part on the issue price you pay
for such notes.
Goldman Sachs may use this prospectus in the initial sale of the offered notes. In addition, Goldman, Sachs &
Co., or any other affiliate of Goldman Sachs may use this prospectus 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 is being used in a market-making transaction.
About Your Prospectus
The notes are part of the Medium-Term Notes, Series D program of The Goldman Sachs Group, Inc. This
prospectus includes this prospectus supplement and the accompanying documents listed below. This
prospectus supplement constitutes a supplement to the documents listed below and should be read in
conjunction with such documents:
Prospectus supplement dated September 15, 2014
x
Prospectus dated September 15, 2014
x
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.
Table of Contents
SUMMARY INFORMATION
We refer to the notes we are offering by this prospectus supplement as the "offered notes" or the "notes".
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, while
references to "Goldman Sachs" mean The Goldman Sachs Group, Inc., together with its consolidated
subsidiaries. Also, references to the "accompanying prospectus" mean the accompanying prospectus, dated
September 15, 2014, as supplemented by the accompanying prospectus supplement, dated September 15,
2014, relating to Medium-Term Notes, Series D, of The Goldman Sachs Group, Inc. Please note that in this
section entitled "Specific Terms of Your Notes", references to "holders" mean those who own notes
registered in their own names, on the books that we or the trustee maintain for this purpose, and not those
who own beneficial interests in notes registered in street name or in notes issued in book-entry form through
The Depository Trust Company. Please review the special considerations that apply to owners of beneficial
interests in the accompanying prospectus, under "Legal Ownership and Book-Entry Issuance". 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.
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Index: the non-seasonally adjusted U.S. City Average All Items Consumer Price Index for All Urban
Consumers (with the 1982-1984 average as the base reference period), reported monthly by the Bureau of
Labor Statistics (the "BLS") of the U.S. Department of Labor (Bloomberg symbol, "CPURNSA") or any
successor service or page; see "The Index" on page S-16
Specified currency: U.S. dollars ("$")
Face amount: each note will have a face amount equal to $1,000, or integral multiples of $1,000 in excess
thereof; $1,100,000 in the aggregate for all the offered notes; the aggregate face amount of the offered notes
may be increased if the issuer, at its sole option, decides to sell an additional amount of the offered notes on a
date subsequent to the date of this prospectus supplement
Denominations: $1,000 or integral multiples of $1,000 in excess thereof
Stated maturity date: October 9, 2024
Trade date: October 2, 2014
Original issue date (settlement date): October 9, 2014
Form of Notes: global form only
Supplemental discussion of U.S. federal income tax consequences: We intend to treat your notes as
variable rate debt instruments for U.S. federal income tax purposes. Under this characterization, it is the
opinion of Sidley Austin LLP that you should include the interest payments on the notes in ordinary income at
the time you receive or accrue such payments, depending on your regular method of accounting for tax
purposes. In addition, any gain or loss you recognize upon the sale, exchange or maturity of your notes should
be capital gain or loss except to the extent of any amount attributable to any accrued but unpaid interest
payments on your notes. Please see "Supplemental Discussion of Federal Income Tax Consequences" below
for a more detailed discussion.
Interest rate: for each interest period, the per annum interest rate on the notes will be:
if the annual inflation rate calculated on an interest determination date plus the spread is equal to or less
x
than the minimum interest rate, the minimum interest rate; or
if the annual inflation rate calculated on an interest determination date plus the spread is greater than the
x
minimum interest rate, the annual inflation rate plus the spread.
Minimum interest rate: 0.00% per annum
Base rate: the annual inflation rate (as described under "Specific Terms of Your Notes -- Annual Inflation
Rate" on page S-12)
Spread: 0.90% per annum
S-2
Table of Contents
Interest payment dates: monthly; the 9th of each month, commencing on November 9, 2014 and ending on
the stated maturity date
Interest periods: monthly; the periods from and including an interest payment date (or the original issue date,
in the case of the first interest period) to but excluding the next succeeding interest payment date (or the stated
maturity date, in the case of the final interest period) are each an interest period
Business day convention: following unadjusted; applicable to interest payment dates and interest reset
dates
Interest determination dates: the fifth business day preceding the interest reset date
Interest reset dates: monthly; the 9th of each month, commencing on November 9, 2014
Day count convention: 30/360 (ISDA)
Regular record dates: the scheduled business day immediately preceding each interest payment date
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No listing: the notes will not be listed or displayed on any securities exchange or interdealer market quotation
system
No redemption: the notes will not be subject to redemption right or price dependent redemption right
No survivor's option: the notes are not subject to repayment prior to the stated maturity upon the death of a
beneficial owner
Business Day: New York business day.
Calculation agent: Goldman, Sachs & Co.
CUSIP no.: 38147QJ56
ISIN no.: US38147QJ564
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
S-3
Table of Contents
HYPOTHETICAL EXAMPLES
The following table and examples are provided for purposes of illustration only. They should not be taken as an
indication or prediction of future investment results and are intended merely to illustrate the method we will use
to calculate the amount of interest accrued during each interest period.
The table below is based on annual inflation rates that are entirely hypothetical; no one can predict what the
level of the index will be on any day, and no one can predict the interest that will accrue on your notes in any
interest period during the interest periods.
For these reasons, the actual annual inflation rates, as well as the interest payable on each interest payment
date, may bear little relation to the hypothetical table shown below or to the levels of the index and hypothetical
interest rates shown elsewhere in this prospectus supplement. For information about the annual inflation rates
during recent periods, see "The Index -- Historical Levels of the Index" on page S-17. Before investing in the
offered notes, you should consult publicly available information to determine the levels of the index between
the date of this prospectus supplement and the date of your purchase of the offered notes.
The following table illustrates the method we will use to calculate the interest rate at which interest will accrue
on each day included in each interest period, subject to the key terms and assumptions below.
The percentage amounts in the left column of the table below represent hypothetical final annual inflation rates
determined on a given interest determination date. The right column of the table below represents the
hypothetical interest, as a percentage of the face amount of each note, that would be payable on a given
interest payment date, based on the corresponding hypothetical annual inflation rate. The information in the
table also reflects the key terms and assumptions in the box below.
Key Terms and Assumption
Face amount
$1,000
Minimum interest rate
0.00% per annum
Spread
0.90% per annum
The day count convention calculation results in an accrued interest factor of approximately
0.08333.
Also, the hypothetical examples shown below do not take into account the effects of applicable taxes.
Hypothetical interest amount payable on an
Hypothetical Annual Inflation Rate
interest payment date (including the spread)
On or after November 9, 2014 to and
including the stated maturity date
(per annum)
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-3.00%
0.00%*
-2.00%
0.00%*
-1.00%
0.00%*
0.00%
0.90%
0.80%
1.70%
0.90%
1.80%
1.00%
1.90%
2.50%
3.40%
3.00%
3.90%
4.00%
4.90%
5.00%
5.90%
6.00%
6.90%
7.00%
7.90%
* Interest is floored at the minimum interest rate of 0.00% per annum.
For example, using the hypothetical index levels assumed below, the hypothetical interest rate payable on the
notes for the interest payment date falling on November 9, 2014, using the rates assumed below, would be
2.600% per annum. This hypothetical per annum interest rate is calculated by inserting the following index
levels into the interest rate formula described under "Specific Terms of the Notes -- Annual Inflation Rate":
CPI(t-3 =
)
237.852, which is assumed to be the index level for August 2014, the third calendar month prior
to the interest payment date on November 9, 2014; and
S-4
Table of Contents
CPI(t-15) = 233.877, which is the index level for August 2013, the fifteenth calendar month prior to the
interest payment date on November 9, 2014,
so to determine the annual inflation rate with respect to the interest payment date on November 9, 2014,
(237.852­ 233.877) / 233.877 = 1.700%. Since the year-over-year annual inflation rate for August 2014 is
1.700%, the interest rate for the interest payment due on November 9, 2014 would be
1.700% + 0.900% = 2.600% per annum.
The interest payment on November 9, 2014 would be $1,000 times 2.600% times the accrued interest factor
using the 30/360 day count convention (or $1,000 times 0.21667%).
Payments on the notes are economically equivalent to the amounts that would be paid on a combination of
other instruments. For example, payments on the notes are economically equivalent to the amounts that would
be paid on a combination of an interest-bearing bond bought, and an option bought, by the holder (with an
implicit option premium paid over time by the holder). The discussion in this paragraph does not modify or
affect the terms of the notes or the United States income tax treatment of the notes, as described elsewhere in
this prospectus supplement.
We cannot predict the actual annual levels of the index on any day or the market value of your notes, nor
can we predict the relationship between the actual annual inflation rate and the market value of your notes
at any time prior to the stated maturity date. The actual interest payment that a holder of the offered notes
will receive on each interest payment date and the rate of return on the offered notes will depend on the
actual annual inflation rates determined by the calculation agent over the life of your notes. Moreover, the
assumptions on which the hypothetical table is based may turn out to be inaccurate. Consequently, the
interest amount to be paid in respect of your notes on each interest payment date may be very different
from the information reflected in the table above.
S-5
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Table of Contents
ADDITIONAL RISK FACTORS SPECIFIC TO YOUR NOTES
An investment in your notes is subject to the risks described below as well as the risks and considerations
described in the accompanying prospectus dated September 15, 2014 and in the accompanying prospectus
supplement dated September 15, 2014. Your notes are a riskier investment than ordinary debt securities.
You should carefully review these risks and considerations as well as the terms of the notes described
herein and in the accompanying prospectus, dated September 15, 2014, as supplemented by the
accompanying prospectus supplement, dated September 15, 2014, of The Goldman Sachs Group, Inc. You
should carefully consider whether the offered notes are suited to your particular circumstances.
The Estimated Value of Your Notes At the Time the Terms of Your Notes Were Set On the Trade Date
(as Determined By Reference to Pricing Models Used By Goldman, Sachs & Co.) Was Less Than the
Original Issue Price Of Your Notes
The original issue price for your notes exceeds the estimated value of your notes as of the time the terms of
your notes were set on the trade date, as determined by reference to Goldman, Sachs & Co.'s pricing models
and taking into account our credit spreads. Such estimated value on the trade date is set forth on the cover of
this prospectus supplement; after the trade date, the estimated value as determined by reference to these
models will be affected by changes in market conditions, our creditworthiness and other relevant factors. If
Goldman, Sachs & Co. buys or sells your notes it will do so at prices that reflect the estimated value
determined by reference to such pricing models at that time. The price at which Goldman, Sachs & Co. will
buy or sell your notes at any time also will reflect its then current bid and ask spread for similar sized trades of
structured notes.
In estimating the value of your notes as of the time the terms of your notes were set on the trade date, as
disclosed on the front cover of this prospectus supplement, Goldman, Sachs & Co.'s pricing models consider
certain variables, including principally our credit spreads, interest rates (forecasted, current and historical
rates), volatility, price-sensitivity analysis and the time to maturity of the notes. These pricing models are
proprietary and rely in part on certain 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 materially, from the estimated value of your notes determined by reference to our models due
to, among other things, any differences in pricing models or assumptions used by others. See "-- The Market
Value of Your Notes May Be Influenced by Many Unpredictable Factors" below.
The difference between the estimated value of your notes as of 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 principally the underwriting
discount and commissions, the expenses incurred in creating, documenting and marketing the notes, and an
estimate of the difference between the amounts we pay to Goldman, Sachs & Co. and the amounts Goldman,
Sachs & Co. pays to us in connection with your notes. We pay to Goldman, Sachs & Co. amounts based on
what we would pay to holders of a non-structured note with a similar maturity. In return for such payment,
Goldman, Sachs & Co. pays to us the amounts we owe under your notes.
In addition to the factors discussed above, the value and quoted price of your notes at any time will reflect
many factors and cannot be predicted. If Goldman, Sachs & Co. makes a market in the notes, the price quoted
by Goldman, Sachs & Co. would reflect any changes in market conditions and other relevant factors, including
any deterioration in our creditworthiness or perceived creditworthiness. These changes may adversely affect
the value of your notes, including the price you may receive for your notes in any market making transaction.
To the extent that Goldman, Sachs & Co. makes a market in the notes, the quoted price will reflect the
estimated value determined by reference to Goldman, Sachs & Co.'s pricing models at that time, plus or minus
its then current bid and ask spread for similar sized trades of structured notes.
Furthermore, if you sell your notes, you will likely be charged a commission for secondary market transactions,
or the price will likely reflect a dealer discount. This commission or discount will further reduce the proceeds
you would receive for your notes in a secondary market sale.
S-6
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Table of Contents
There is no assurance that Goldman, Sachs & Co. or any other party will be willing to purchase your notes at
any price and, in this regard, Goldman, Sachs & Co. is not obligated to make a market in the notes. See "--
Your Notes May Not Have an Active Trading Market" below.
The Notes Are Subject to the Credit Risk of the Issuer
Although the return on the notes will be based on the performance of the annual inflation rate, the payment of
any amount due on the notes is subject to our credit risk. The notes are our unsecured obligations. Investors
are dependent on our ability to pay all amounts due on the notes, and therefore investors 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 -- Information About Our Medium-Term Notes, Series D Program -- How the Notes Rank Against
Other Debt" on page S-4 of the accompanying prospectus supplement.
In Periods of Deflation, the Interest Payable on Your Notes During Any Interest Period May Be Zero
The interest payments on the notes are linked to year-over-year changes in the level of the index determined
during each interest period (the annual inflation rate). If the annual inflation rate for any interest period
decreases by more than the spread of 0.90% per annum, which may occur when there is deflation, investors in
the notes will receive no interest payment with respect to such interest period. In no event, however, will the
monthly interest rate be less than 0.00% per annum.
The Interest Rate on the Notes During Any Interest Period May Be Below the Rate Otherwise Payable
on Similar Floating Rate Securities Issued by Us
If there are only minimal increases, no changes or decreases between the two levels of the index used to
calculate the annual inflation rate during an interest period, the interest rate on the notes may be below what
we would currently expect to pay as of the date of this prospectus supplement if we issued a floating rate debt
instrument with terms similar to those of the notes. As a result, even if you receive interest payments during
some interest periods, the overall return you earn on your notes may be less than you would have earned by
investing in a non-indexed debt security of comparable maturity that bears interest at a prevailing market rate.
We May Sell an Additional Aggregate Face Amount of the Notes at a Different Issue Price
At our sole option, we may decide to sell an additional aggregate face amount of the notes subsequent to the
date of this prospectus supplement. The issue price of the notes in the subsequent sale may differ substantially
(higher or lower) from the issue price you paid as provided on the cover of this prospectus supplement.
The Interest Payment During Any Interest Period is Linked to the Level of the Index on Specified Dates
The interest payment for any interest period is calculated based on the annual inflation rate, which is calculated
based on the level of the index for two specified months (i.e., the months that are three months and fifteen
months, respectively, before each interest payment date), and therefore not any simple performance of the
index during the interest period. As a result, the annual inflation rate may not accurately reflect the performance
of the index during any or all of the interest periods. For example, if the two levels of the index used to calculate
the annual inflation rate for any interest period moved so that the difference between those two levels was zero
or negative because of seasonality or any other factor, the annual inflation rate calculated for purposes of the
interest payment for such period, if any, may be significantly less than it would have been had the amount been
calculated using different months. In addition, even if there is a dramatic increase in the level of the index
immediately prior to the maturity of your notes, it will not be reflected in any annual inflation rate calculation
(including the annual inflation rate calculated for the final interest period) because the latest index level used for
any annual inflation rate calculation will be that used for the final interest period, which will be the level of the
index three months prior to the final interest payment date, which is also the stated maturity date.
S-7
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The Historical Levels of the Index and Annual Inflation Rates Are Not an Indication of the Future Levels
of the Index and Annual Inflation Rates
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In the past, the level of the index and the annual inflation rate have experienced significant fluctuations. You
should note that historical levels, fluctuations and trends of the index and the annual inflation rate are not
necessarily indicative of future levels. Any historical upward or downward trend in the level of the index or the
annual inflation rate is not an indication that the annual inflation rate is more or less likely to increase or
decrease with respect to an interest period, and you should not take the historical levels of the index and
annual inflation rates as an indications of their future performance.
The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors
When we refer to the market value of your notes, we mean the value that you could receive for your notes if
you chose to sell them in the open market before the stated maturity date. A number of factors, many of which
are beyond our control, will influence the market value of your notes, including:
the index level and the expected annual inflation rate;
x
consumer confidence in the United States economy;
x
real or perceived scarcity of consumer goods, global trade imbalances, scarcity of energy resources,
x
availability of raw materials, and other supply chain factors;
the volatility -- i.e., the frequency and magnitude of changes -- in the level of the index and annual
x
inflation rate;
economic, financial, regulatory, political, military and other events that affect the level of the index and the
x
annual inflation rate generally;
other interest rates and yield rates in the market;
x
the time remaining until your notes mature; and
x
our creditworthiness, whether actual or perceived, and including actual or anticipated upgrades or
x
downgrades in our credit ratings or changes in other credit measures.
These factors, and many other factors, will influence the price you will receive if you sell your notes before
maturity, including the price you may receive for your notes in any market making transaction. If you sell your
notes before maturity, you may receive less than the face amount of your notes.
You cannot predict the future levels of the index and annual inflation rate based on their historical fluctuations.
The actual levels of the index and annual inflation rate, as well as the interest payable on each interest
payment date may bear little or no relation to the hypothetical levels of the index or annual inflation rate or to
the hypothetical examples shown elsewhere in this prospectus supplement.
If the Level of the Index or Annual Inflation Rate Changes, the Market Value of Your Notes May Not
Change in the Same Manner
The price of your notes may move differently than the level of the index or the annual inflation rate. Changes in
the level of the index or the annual inflation rate may not result in a comparable change in the market value of
your notes. We discuss some of the reasons for this disparity under "--The Interest Payment During Any
Interest Period is Linked to the Level of the Index on Specified Dates" and "-- The Market Value of Your Notes
May Be Influenced by Many Unpredictable Factors" above.
Anticipated Hedging Activities by Goldman Sachs or Our Distributors May Negatively Impact Investors
in the Notes and Cause Our Interests and Those of Our Clients and Counterparties to be Contrary to
Those of Investors in the Notes
Goldman Sachs expects to hedge our obligations under the notes by purchasing futures and/or other
instruments linked to the index. Goldman Sachs also expects to adjust the hedge by, among other things,
purchasing or selling any of the foregoing, and perhaps other instruments linked to the index, at any time and
from time to time, and to unwind the hedge by selling any of the foregoing on or before the final interest
determination date for your notes. Alternatively, Goldman Sachs may hedge all or part of our obligations under
the notes with unaffilated distributors of the notes which we expect will undertake
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similar market activity. Goldman Sachs may also enter into, adjust and unwind hedging transactions relating to
other index-linked notes whose returns are linked to the index.
In addition to entering into such transactions itself, or distributors entering into such transactions, Goldman
Sachs may structure such transactions for its clients or counterparties, or otherwise advise or assist clients or
counterparties in entering into such transactions. These activities may be undertaken to achieve a variety of
objectives, including: permitting other purchasers of the notes or other securities to hedge their investment in
whole or in part; facilitating transactions for other clients or counterparties that may have business objectives or
investment strategies that are inconsistent with or contrary to those of investors in the notes; hedging the
exposure of Goldman Sachs to the notes including any interest in the notes that it reacquires or retains as part
of the offering process, through its market-making activities or otherwise; enabling Goldman Sachs to comply
with its internal risk limits or otherwise manage firmwide, business unit or product risk; and/or enabling
Goldman Sachs to take directional views as to relevant markets on behalf of itself or its clients or
counterparties that are inconsistent with or contrary to the views and objectives of the investors in the notes.
Any of these hedging or other activities may adversely affect the levels of the index -- and therefore the market
value of your notes and the amount we will pay on your notes at maturity. In addition, you should expect that
these transactions will cause Goldman Sachs or its clients, counterparties or distributors to have economic
interests and incentives that do not align with, and that may be directly contrary to, those of an investor in the
notes. Neither Goldman Sachs nor any distributor will have any obligation to take, refrain from taking 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. In
addition, if the distributor from which you purchase notes is to conduct hedging activities in connection with the
notes, that distributor may otherwise profit in connection with such hedging activities and such profit, if any, will
be in addition to the compensation that the distributor receives for the sale of the notes to you. You should be
aware that the potential to earn fees in connection with hedging activities may create a further incentive for the
distributor to sell the notes to you in addition to the compensation they would receive for the sale of the notes.
The Policies of the BLS and Changes that Affect the Index Could Affect the Interest Payment on Your
Notes During Any Interest Period and Their Market Value
The policies of the BLS concerning the calculation of the level of the index could affect the level of the index
and, therefore, the annual inflation rate and the interest payment on your notes on any interest payment date
and the market value of your notes before that date. The payment amount on your notes and their market value
could also be affected if the BLS changes these policies, for example, by changing the manner in which it
calculates the level of the index, or if the BLS discontinues or suspends calculation or publication of the index,
in which case it may become difficult to determine the market value of your notes. If events such as these
occur, or if the index level necessary to calculate the annual inflation rate is not available for any other reason,
the calculation agent -- which initially will be Goldman, Sachs & Co., our affiliate -- may determine the index
level and annual inflation rate -- and thus the interest payment on your notes on any interest payment date --
in a manner it considers appropriate, in its sole discretion. We describe the discretion that the calculation agent
will have in determining the index level, annual inflation rate and the interest payment on your notes during any
interest period more fully under "Specific Terms of Your Notes -- Discontinuance or Modification of the Index"
and "Specific Terms of Your Notes -- Role of Calculation Agent" below.
As Calculation Agent, Goldman, Sachs & Co. Will Have the Authority to Make Determinations that
Could Affect the Value of Your Notes and the Amount You May Receive On Any Interest Payment Date
As calculation agent for your notes, Goldman, Sachs & Co. will have discretion in making certain
determinations that affect your notes, including determining the index level and annual inflation rate on any
interest determination date, which we will use to determine the amount we will pay on any applicable interest
payment date. The exercise of this discretion by Goldman, Sachs & Co. could adversely affect the value of
your notes and may present Goldman, Sachs & Co. with a conflict of interest. We may change the calculation
agent at any time without notice and Goldman, Sachs & Co. may resign as calculation agent at any time upon
60 days' written notice to Goldman Sachs.
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There Is No Affiliation between the BLS and Us, and We Are Not Responsible for Any Disclosure by the
BLS
The index is currently calculated and published by the Bureau of Labor Statistics of the U.S. Department of
Labor, a division of the U.S. federal government. We have derived all information about the BLS in this
prospectus supplement from the publicly available information referred to in the "The Index." We have not
participated in the preparation of any of those documents or made any "due diligence" investigation or inquiry
with respect to the index or the BLS in connection with the offering of your note. You, as an investor in your
notes, should make your own investigation into the index and the BLS. See "The Index" below for additional
information about the index.
The BLS is not involved in the offering of your notes in any way and has no obligation of any sort with respect
to your notes. Thus, the BLS has no obligation to take your interests into consideration for any reason,
including in taking any actions that might affect the level of the index and, therefore, the annual inflation rate.
Your Notes May Not Have an Active Trading Market
Your notes will not be listed or displayed on any securities exchange or included in any interdealer market
quotation system, and there may be little or no secondary market for your notes. Even if a secondary market
for your notes develops, it may not provide significant liquidity and we expect that transaction costs in any
secondary market would be high. As a result, the difference between bid and asked prices for your notes in any
secondary market could be substantial.
Certain Considerations for Insurance Companies and Employee Benefit Plans
Any insurance company or fiduciary of a pension plan or other employee benefit plan that is subject to the
prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended, which we
call "ERISA", or the Internal Revenue Code of 1986, as amended, including an IRA or a Keogh plan (or a
governmental plan to which similar prohibitions apply), and that is considering purchasing the offered notes
with the assets of the insurance company or the assets of such a plan, should consult with its counsel
regarding whether the purchase or holding of the offered notes could become a "prohibited transaction" under
ERISA, the Internal Revenue Code or any substantially similar prohibition in light of the representations a
purchaser or holder in any of the above categories is deemed to make by purchasing and holding the offered
notes. This is discussed in more detail under "Employee Retirement Income Security Act" below.
The Tax Treatment of Your Notes is Uncertain. However, it Would be Reasonable To Treat Your Notes
as Variable Rate Debt Instruments for U.S. Federal Income Tax Purposes
The tax treatment of your notes is uncertain. However, it would be reasonable to treat your notes as variable
rate debt instruments for U.S. federal income tax purposes and the issuer intends to so treat the notes. Under
those rules, you generally will be required to account for interest on the notes in the manner described under
"Supplemental Discussion of Federal Income Tax Consequences" below. If you are a secondary purchaser of
the notes, the tax consequences to you may be different. Please see "Supplemental Discussion of Federal
Income Tax Consequences" below for a more detailed discussion. Please also consult your 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.
Foreign Account Tax Compliance Act (FATCA) Withholding May Apply to Payments on Your
Notes, Including as a Result of the Failure of the Bank or Broker Through Which You Hold the Notes to
Provide Information to Tax Authorities
Please see the discussion under "United States Taxation -- Taxation of Debt Securities -- Foreign Account
Tax Compliance Act (FATCA) Withholding" in the accompanying prospectus for a description of the
applicability of FATCA to payments made on your notes.
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