Bond Goldman Sachs 5.75% ( US38141EV972 ) in USD

Goldman Sachs

98.7538 % ▼

United States

US38141EV972 ( in USD )

5.75% per year ( payment 2 times a year)

15/08/2041

Prospectus brochure of the bond Goldman Sachs US38141EV972 en USD 5.75%, maturity 15/08/2041

1 000 USD

19 037 000 USD

38141EV97

BBB+ ( Lower medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

15/08/2025 ( In 173 days )

Goldman Sachs is a leading global investment banking, securities, and investment management firm that provides a wide range of financial services to corporations, governments, and high-net-worth individuals.

The Bond issued by Goldman Sachs ( United States ) , in USD, with the ISIN code US38141EV972, pays a coupon of 5.75% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/08/2041

The Bond issued by Goldman Sachs ( United States ) , in USD, with the ISIN code US38141EV972, was rated A2 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Goldman Sachs ( United States ) , in USD, with the ISIN code US38141EV972, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Pricing Supplement No. 940 dated August 1, 2011
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424B2 1 d424b2.htm PRICING SUPPLEMENT NO. 940 DATED AUGUST 1, 2011
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-154173

Pricing Supplement to the Prospectus dated July 6, 2011 and the
Prospectus Supplement dated July 6, 2011 -- No. 940

$19,037,000

5.75% Notes due 2041

Medium-Term Notes, Series D

We will pay you interest on your notes on a monthly basis at a rate of 5.75% per annum on the 15th of each month. The
first such payment will be made on September 15, 2011.
If requested, we wil redeem the notes prior to their stated maturity date upon the death of a beneficial owner who has
owned the notes for at least six months. We cal this feature the survivor's option. The survivor's option is subject to a limit of
$250,000 on the permitted principal amount exercisable by the estate of the deceased beneficial owner in any calendar year
and to a limit of two percent of the principal amount of al outstanding notes offered by this pricing supplement in any calendar
year. We may waive those limits in our discretion. Any notes accepted for repayment through the exercise of the survivor's
option will be repaid on the earlier of the June 15th or December 15th interest payment date that occurs 60 or more calendar
days after the date of acceptance.
A valid redemption request requires the representative of the deceased beneficial owner to provide the information
described on page PS-5 to the Trustee, together with a properly completed redemption request in the form of Appendix A to
this pricing supplement. See "Additional Information About the Notes -- Survivor's Option to Request Repayment" on page
PS-3 for more information.

Per Note
Total

Initial price to public

100.00%
$19,037,000
Underwriting discount

3.90%

$
742,443
Proceeds, before expenses, to The Goldman Sachs Group, Inc.

96.10%
$18,294,557

The initial price to public set forth above does not include accrued interest, if any. Interest on the notes will accrue from
August 4, 2011 and must be paid by the purchaser if the notes are delivered after August 4, 2011.
In addition to offers and sales at the initial price to public, the notes may be offered and sold from time to time by the
underwriters 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 pricing supplement, the accompanying
prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any
other governmental agency, nor are they obligations of, or guaranteed by, a bank.

Goldman Sachs may use this pricing supplement, the accompanying prospectus supplement and the accompanying
prospectus in the initial sale of the notes. In addition, Goldman, Sachs & Co. or any other affiliate of Goldman Sachs may use
this pricing supplement, the accompanying prospectus supplement and the accompanying prospectus in a market-making
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transaction in the notes after their initial sale. Unless Goldman Sachs or its agent informs the purchaser otherwise in the
confirmation of sale, this pricing supplement, the accompanying prospectus supplement and the accompanying prospectus
are being used in a market-making transaction.

Goldman, Sachs & Co.

Incapital LLC

Pricing Supplement dated August 1, 2011.
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SPECIFIC TERMS OF THE NOTES

Please note that in this section entitled "Specific Terms of the Notes", references to "The Goldman Sachs Group, Inc."
"we", "our" and "us" mean only The Goldman Sachs Group, Inc. and do not include its consolidated subsidiaries. Also
in this section, references to "holders" mean The Depository Trust Company (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".
This pricing supplement no. 940 dated August 1, 2011 (pricing supplement) and the accompanying prospectus dated
July 6, 2011 (accompanying prospectus), relating to the notes, should be read together. Because the notes are part of a
series of our debt securities called Medium-Term Notes, Series D, this pricing supplement and the accompanying
prospectus should also be read with the accompanying prospectus supplement, dated July 6, 2011, relating to Series D
(accompanying prospectus supplement). Terms used but not defined in this pricing supplement have the meanings given
them in the accompanying prospectus or accompanying prospectus supplement, unless the context requires otherwise.
The notes are part of a separate series of our debt securities under our Medium-Term Notes, Series D program
governed by our Senior Debt Indenture, dated as of July 16, 2008 (2008 Indenture), between us and The Bank of New York
Mel on, as trustee (Trustee). This pricing supplement summarizes specific terms that will apply to your notes. The terms of
the notes described here supplement those described in the accompanying prospectus supplement and accompanying
prospectus and, if the terms described here are inconsistent with those described there, the terms described here are
controlling.
Terms of the 5.75% Notes due 2041

Issuer: The Goldman Sachs Group, Inc.
requested, subject to certain limitations, as described under
Principal amount: $19,037,000
"Additional Information About the Notes -- Survivor's Option
to Request Repayment"
Specified currency: U.S. dol ars ($)
Listing: None
Type of Notes: Fixed rate notes (notes)
ERISA: as described under "Employee Retirement Income
Denominations: $1,000 and integral multiples of $1,000
Security Act" on page 139 of the accompanying prospectus
thereof
CUSIP no.: 38141EV97
Trade date: August 1, 2011
Form of notes: Your notes will be issued in book-entry
Original issue date: August 4, 2011
form and represented by a master global note. You should
Stated maturity date: August 15, 2041
read the section "Legal Ownership and Book-Entry
Interest rate: 5.75% per annum
Issuance" in the accompanying prospectus for more
Original issue discount (OID): not applicable
information about notes issued in book-entry form
Interest payment dates: the 15th of each month,
Defeasance applies as follows:

commencing on September 15, 2011
· ful defeasance -- i.e. , our right to be relieved of
Regular record dates: the first day of each month

all our obligations on the note by placing funds in
Day count convention: 30/360 (ISDA)
trust for the holder: yes

Business day: New York
· covenant defeasance -- i.e. , our right to be

relieved of specified provisions of the note by
Business day convention: following unadjusted
placing funds in trust for the holder: yes
Redemption at option of issuer before stated maturity:
FDIC: The notes are not bank deposits and are not insured
not applicable
by the Federal Deposit Insurance Corporation or any other
Survivor's option to request repayment: the notes are
governmental agency, nor are they obligations of, or
subject to repayment prior to the stated maturity upon the
guaranteed by, a bank.
death of a beneficial owner who owned the notes for at
least six months, if

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ADDITIONAL INFORMATION ABOUT THE NOTES
Book-Entry System
We will issue the notes as a master global note registered in the name of DTC, or its nominee. The sale of the notes will
settle in immediately available funds through DTC. You will 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 Will Be
Terminated". Investors may hold interests in a master global note through organizations that participate, directly or indirectly,
in the DTC system.
Survivor's Option to Request Repayment
Following the death of the beneficial owner of a note, so long as that note was owned by that beneficial owner or the
estate of that beneficial owner for at least six months prior to the request, if requested by the authorized representative of
the beneficial owner of that note (subject to the limitations described below), we agree to redeem any notes prior to the
stated maturity unless the notes:

· have been previously redeemed or otherwise repaid, or

· have been declared due and payable before their stated maturity by reason of an event of default under the 2008

Indenture, as more ful y described in the accompanying prospectus under "Description of Debt Securities We May
Offer -- Default, Remedies and Waiver of Default".
Upon the valid exercise of the option to request repayment described in the preceding paragraph (Survivor's Option) and
the proper tender of that note for repayment (subject to the limitations described below), we will redeem that note, in whole
or in part (but in amounts of not less than $1,000), at a price equal to 100% of the principal amount of the note plus any
unpaid interest accrued to (but excluding) the date of repayment.
Incapital LLC has advised that it intends to make a market in the notes. Depending on market conditions, including
changes in interest rates, and our creditworthiness, the value of the notes may be greater than their principal amount plus any
unpaid interest accrued. Accordingly, the authorized representative should contact Incapital LLC to determine the
market price of the notes and should otherwise carefully consider whether to sell the notes to Incapital LLC or
another market participant rather than redeeming the notes at the principal amount plus accrued interest pursuant
to a request for redemption.
To be valid, the Survivor's Option must be exercised by or on behalf of the person who has:

· authority to act on behalf of the deceased beneficial owner of the note, including, without limitation, the personal

representative or executor of the deceased beneficial owner or the surviving joint owner with the deceased
beneficial owner, under the laws of the applicable jurisdiction, and

· the right to sel , transfer or otherwise dispose of an interest in a note and the right to receive the proceeds from the

note, as wel as the principal and interest payable to the holder of the note.

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The fol owing wil be deemed the death of a beneficial owner of a note, and the entire principal amount of the note so
held wil be subject to redemption by us upon request (with the limitations described below):

· death of a person holding a beneficial ownership interest in a note as a joint tenant or tenant by the entirety with

another person, a tenant in common with the deceased holder's spouse or a tenant in common with a person other
than such deceased person's spouse;

· death of a person who at the time of his or her death was a beneficiary of a revocable or irrevocable trust that
holds a beneficial ownership interest in a note may, in the discretion of the Trustee, be deemed the death of a

beneficial owner of that note, if such beneficial trust interest can be established to the satisfaction of us and the
Trustee; and

· death of a person who, at the time of his or her death, was entitled to substantial y all of the beneficial ownership

interests in a note regardless of whether that beneficial owner was the registered holder of that note, if entitlement
to those interests can be established to the satisfaction of us and the Trustee.
In addition, a beneficial ownership interest wil be deemed to exist:

· in typical cases of nominee ownership, ownership under the Uniform Transfers to Minors Act or Uniform Gifts to

Minors Act, community property or other joint ownership arrangements between a husband and wife; and

· in custodial and trust arrangements where one person has all of the beneficial ownership interests in the applicable

note at the time of his or her death.
We have the discretionary right to limit the aggregate principal amount of notes as to which exercises of the Survivor's
Option shall be accepted by us from authorized representatives:

· of all deceased beneficial owners in any calendar year to an amount equal to 2% of the principal amount of al

outstanding notes offered by this pricing supplement as of the end of the most recent calendar year (two percent
aggregate limitation); and

· of any individual deceased beneficial owner of notes to $250,000 in any calendar year ($250,000 limitation).
In addition, we will not permit the exercise of the Survivor's Option except in principal amounts of $1,000 and integral
multiples of $1,000 in excess thereof.
We may, at our option and pursuant to the exercise of the Survivor's Option, redeem interests of any deceased
beneficial owner in the notes in any calendar year in excess of the $250,000 limitation. Any optional redemption by us of this
kind, to the extent it exceeds the $250,000 limitation for any deceased beneficial owner, will not be included in the
computation of the two percent aggregate limitation for redemption of the notes for that or any other calendar year.
We may also, at our option and pursuant to the exercise of the Survivor's Option, redeem interests of deceased
beneficial owners in the notes in any calendar year in an aggregate principal amount exceeding the two percent aggregate
limitation. Any optional redemption by us of this kind, to the extent it exceeds the two percent aggregate limitation, will not be
considered in calculating the two percent aggregate limitation for any other calendar year.
Furthermore, any optional redemption with respect to a deceased beneficial owner's interest in the notes is inapplicable
with respect to any other deceased beneficial owner's interest in the notes. In other

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words, we may waive any applicable limitations with respect to a deceased beneficial owner but not make the same or
similar waivers with respect to other deceased beneficial owners.
Each election to exercise the Survivor's Option will be accepted in the order that elections are received by the Trustee,
except for any note the acceptance of which would contravene either the two percent aggregate limitation or the $250,000
limitation. Upon any determination by us to redeem notes in excess of the $250,000 limitation or the two percent aggregate
limitation, notes will be redeemed in the order of receipt of redemption requests by the Trustee. Each tendered note that is
not accepted in any calendar year due to the application of either the two percent aggregate limitation or the $250,000
limitation will be deemed to be tendered in the following calendar year in the order in which al such notes were originally
tendered.
Notes accepted for repayment through the exercise of the Survivor's Option will be redeemed on the earlier of the
June 15th or December 15th interest payment date that occurs 60 or more calendar days after the date of the acceptance.
For example, if the acceptance date of a note tendered through a valid exercise of the Survivor's Option is May 1, 2012, and
interest on that note is paid monthly on the 15th of every month, we would normal y, at our option, repay that note on the
interest payment date occurring on December 15, 2012, because the June 15, 2012 interest payment date would occur less
than 60 days from the date of acceptance. Any redemption request may be withdrawn by the person(s) presenting the
request upon delivery of a written request for withdrawal given by the participant on behalf of the person(s) to the Trustee not
less than 30 days before the redemption date. If a note tendered through a valid exercise of the Survivor's Option is not
accepted, the Trustee wil deliver a notice by first-class mail to the participant through whom the note was tendered that
states the reason that note has not been accepted for redemption.
With respect to notes represented by a master global note (such as these notes), DTC or its nominee is the depositary
and is treated as the holder of the notes and the institution that has an account with the depositary of the notes is referred to
as the "participant".
To obtain redemption pursuant to exercise of the Survivor's Option for a note, the deceased beneficial owner's
authorized representative must provide the fol owing items to the participant in DTC through which the beneficial interest in
the note is held by the deceased beneficial owner:

· a written request for redemption signed by the authorized representative of the deceased beneficial owner with the
signature guaranteed by a member firm of a registered national securities exchange or of the Financial Institution

Regulatory Authority, Inc. (FINRA) or a commercial bank or trust company having an office or correspondent in the
United States and a written instruction to notify the Trustee of the authorized representative's desire to obtain
redemption pursuant to exercise of the Survivor's Option;

· appropriate evidence satisfactory to us and the Trustee:

(a)
that the deceased was the beneficial owner of the note at the time of death and his or her interest in the note

was owned by the deceased beneficial owner or his or her estate for at least six months prior to the request
for redemption,

(b)
that the death of the beneficial owner has occurred,

(c)
of the date of death of the beneficial owner, and

(d)
that the representative has authority to act on behalf of the beneficial owner;

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· if applicable, a properly executed assignment or endorsement;

· tax waivers and any other instruments or documents that we or the Trustee reasonably require in order to establish

the validity of the beneficial ownership of the note and the claimant's entitlement to payment;

· any additional information we or the Trustee reasonably require to evidence satisfaction of any conditions to the

exercise of the Survivor's Option or to document beneficial ownership or authority to make the election and to
cause the redemption of the note; and

· if the interest in the note is held by a nominee of the deceased beneficial owner, a certificate satisfactory to us and

the Trustee from the nominee attesting to the deceased's beneficial ownership of such note.
After the representative provides the information to the participant, the participant will then deliver each of these items to
the Trustee, and to Goldman, Sachs & Co. in its capacity as administrator of the Survivor's Option on our behalf, together
with evidence satisfactory to us and the Trustee from the participant stating that it represents the deceased beneficial owner.
The participant will then need to deliver to the Trustee a request for redemption substantially in the form attached as
Appendix A to this pricing supplement.
All questions regarding the eligibility or validity of any exercise of the Survivor's Option will be determined by us, in our
sole discretion, which determination wil be final and binding on all parties.
Subject to arrangements with the depositary, payment for interests in the notes to be redeemed will be made to the
depositary in the aggregate principal amount specified in the redemption requests submitted to the Trustee by the depositary
that are to be fulfilled in connection with the payment upon presentation of the notes to the Trustee for redemption.
Additional redemption request forms for the exercise of the Survivor's Option may be obtained from the Trustee at The
Bank of New York Mel on at 2001 Bryan Street, 9th Floor, Dal as, TX 75201, Attention: Survivor Options Processing,
telephone: (800) 254-2826, fax: (241) 468-6405.
During any time in which the notes are not represented by a master global note and are issued in definitive form:

· all references in this section of the pricing supplement to participants and the depositary, including the depositary's

governing rules, regulations and procedures, wil be deemed inapplicable;

· all determinations that the participants are required to make as described in this section will be made by us,
including, without limitation, determining whether the applicable decedent is in fact the beneficial owner of the

interest in the notes to be redeemed or is in fact deceased and whether the representative is duly authorized to
request redemption on behalf of the applicable beneficial owner; and

· al redemption requests, to be effective, must:

--
be delivered by the representative to the Trustee, with a copy to us;

--
if required by the Trustee and us, be in the form of the attached redemption request with appropriate

changes mutual y agreed to by the Trustee and us to reflect the fact that the

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redemption request is being executed by a representative, including provision for signature guarantees; and

--
be accompanied by the note that is the subject of the redemption request or, if applicable, a properly
executed assignment or endorsement, in addition to all documents that are otherwise required to accompany

a redemption request. If the record holder of the note is a nominee of the deceased beneficial owner, a
certificate or letter from the nominee attesting to the deceased's ownership of a beneficial interest in the note
must also be delivered.
United States Federal Income Tax Consequences
Please see the discussion under "United States Taxation" in the accompanying prospectus supplement and the
accompanying prospectus. Notwithstanding the fact that your notes have a term of slightly more than thirty years, your notes
will be treated as fixed rate debt instruments for United States federal income tax purposes that are subject to the rules set
forth under "United States Taxation -- Taxation of Debt Securities" in the accompanying prospectus.

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SUPPLEMENTAL PLAN OF DISTRIBUTION
The Goldman Sachs Group, Inc. and the underwriters for this offering named below have entered into a terms
agreement and a distribution 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.

$ 9,519,000
Incapital LLC

9,518,000

Total

$ 19,037,000

Notes sold by the underwriters to the public will initially be offered at the initial price to public set forth on the cover of
this pricing supplement. The underwriters intend to purchase the notes from The Goldman Sachs Group, Inc. at a purchase
price equal to the initial price to public less a discount of 3.90% of the principal amount of the notes. Any notes sold by the
underwriters to securities dealers may be sold at a discount from the initial price to public of up to 2.15% of the principal
amount of the notes. Any such securities dealers may resell any notes purchased from the underwriters to certain other
brokers or dealers at a discount from the initial price to public of up to 0.35% of the principal amount of the notes. If all of the
offered notes are not sold at the initial price to public, the underwriters may change the offering price and the other selling
terms.
We have agreed to sel to the underwriters, and the underwriters have agreed to purchase from us, the aggregate face
amount of notes specified on the front cover of this pricing supplement. 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.
Please note that the information about the initial 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
by Goldman, Sachs & Co. or any other affiliate of The Goldman Sachs Group, Inc. 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 will 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 FINRA member broker-dealers registered with the U.S.
Securities and Exchange Commission.
The Goldman Sachs Group, Inc. estimates that its share of the total offering expenses, excluding underwriting discounts
and commissions, whether paid to Goldman, Sachs & Co. or any other underwriter, wil be approximately $390,000.
The provision regarding the market-making activities of Goldman, Sachs & Co. described under "Plan of Distribution --
Market-Making Resales by Affiliates" on page 137 of the accompanying prospectus does not apply to the notes. Goldman,
Sachs & Co. does not intend to make a market in these notes. However, in the future, Goldman, Sachs & Co. or other
affiliates of The Goldman Sachs Group, Inc. may decide to repurchase and resell the notes in market-making transactions,
with resales being made at prices related to prevailing market prices at the time of resale or at negotiated prices. For more
information about the plan of distribution and possible market-making activities, see "Plan of Distribution" in the accompanying
prospectus and "Supplemental Plan of Distribution" in the accompanying prospectus supplement.
The notes are a new issue of securities with no established trading market. The Goldman Sachs Group, Inc. has been
advised by Incapital LLC that they intend to make a market in the notes. Incapital LLC is not obligated to do so and may
discontinue market-making at any time without notice. No assurance can be given as to the liquidity of the trading market for
the notes.

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The Goldman Sachs Group, Inc. has agreed to indemnify the several underwriters against certain liabilities, including
liabilities under the Securities Act of 1933.
Certain of the underwriters and their affiliates have in the past provided, and may in the future from time to time provide,
investment banking and general financing and banking services to The Goldman Sachs Group, Inc. and its affiliates, for which
they have in the past received, and may in the future receive, customary fees. The Goldman Sachs Group, Inc. and its
affiliates have in the past provided, and may in the future from time to time provide, similar services to the underwriters and
their affiliates on customary terms and for customary fees. Goldman, Sachs & Co., one of the underwriters, is an affiliate of
The Goldman Sachs Group, Inc. Please see "Plan of Distribution--Conflicts of Interest" on page 138 of the accompanying
prospectus.

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