Bond Goldman Sachs & Co. 0.396% ( US38141GPU21 ) in USD

Goldman Sachs & Co.

86.25 % ▲

United States

US38141GPU21 ( in USD )

0.396% per year ( payment 4 times a year)

05/03/2028

Prospectus brochure of the bond The Goldman Sachs Group Inc US38141GPU21 en USD 0.396%, maturity 05/03/2028

1 000 USD

64 000 000 USD

38141GPU2

BBB+ ( Lower medium grade - Investment-grade )

06/06/2025 ( In 38 days )

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

The Bond issued by Goldman Sachs & Co. ( United States ) , in USD, with the ISIN code US38141GPU21, pays a coupon of 0.396% per year.
The coupons are paid 4 times per year and the Bond maturity is 05/03/2028

The Bond issued by Goldman Sachs & Co. ( United States ) , in USD, with the ISIN code US38141GPU21, was rated NR by Moody's credit rating agency.

The Bond issued by Goldman Sachs & Co. ( United States ) , in USD, with the ISIN code US38141GPU21, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Prospectus Supplement No. 2043 dated March 1, 2013
http://www.sec.gov/Archives/edgar/data/886982/000119312513091901/...
424B2 1 d496304d424b2.htm PROSPECTUS SUPPLEMENT NO. 2043 DATED MARCH 1, 2013
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-176914

Prospectus Supplement to the Prospectus dated September 19, 2011

and the Prospectus Supplement dated September 19, 2011 -- No. 2043

The Goldman Sachs Group, Inc.

$64,000,000

Cal able Quarterly CMS Spread-Linked Medium-Term Notes,

Series D, due 2028

The notes wil mature on the stated maturity date (March 6, 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
September 6, 2013.
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 June 6, 2013. For each of the first four interest periods, interest wil be paid at a rate of 9.25% 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 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) minus 0.20%, subject to the maximum interest rate of 9.25% 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 minus 0.20% times (ii) 4 is greater than or equal to 9.25%, the maximum interest rate of 9.25%;

· if (i) the CMS spread minus 0.20% times (ii) 4 is less than 9.25% but greater than 0%, (i) the CMS spread minus 0.20% times (ii) 4; or

· if (i) the CMS spread minus 0.20% times (ii) 4 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 by
more than 0.20%, you will receive no interest on your notes for such interest period, even if the CMS spread minus 0.20% on subsequent
days is greater than 0%. Furthermore, the interest rate per annum will be subject to a maximum interest rate of 9.25%.
Your investment in the notes involves certain risks, including, among other things, our credit risk. See page S-4.
The foregoing is only a brief summary of the terms of your notes. You should read the additional disclosure provided herein so that you my 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 $938 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: March 6, 2013

Original issue price:
100.00% of the face amount

Underwriting discount: 2.895% of the face amount

Net proceeds to issuer:
97.105% 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.
Goldman, Sachs & Co.

Prospectus Supplement dated March 1, 2013.
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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.
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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 interest income.
CMS spread: on any interest determination date, the difference of the
Trade date: March 1, 2013
30-year CMS rate minus the 5-year CMS rate.
Original issue date (settlement date): March 6, 2013
30-year CMS rate: for any interest determination date, the 30-year U.S.
dol ar interest rate swap rate (as described on page S-11) on such day,
Stated maturity date: March 6, 2028, subject to our early redemption
subject to adjustment as described elsewhere in this prospectus
right and to adjustment as described under "Specific Terms of Your
supplement
Notes -- Payment of 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 on page S-11) on such day,
Specified currency: U.S. dol ars ("$")
subject to adjustment as described elsewhere in this prospectus
Denominations: $1,000 or integral multiples of $1,000 in excess thereof
supplement
Interest payment dates: March 6, June 6, September 6 and
Face amount: each note wil have a face amount equal to $1,000;
December 6 of each year, beginning on June 6, 2013, and ending on the
$64,000,000 in the aggregate for al the offered notes; the aggregate
stated maturity date, subject to adjustments as described elsewhere in
face amount of the offered notes may be increased if the issuer, at its
the prospectus supplement
sole option, decides to sel an additional amount of the offered notes on
Early redemption: we have the right to redeem your notes, in whole but
a date subsequent to the date of this prospectus supplement
not in part, at a price equal to 100% of the face amount plus accrued
Supplemental discussion of U.S. federal income tax consequences:
and unpaid interest, on each interest payment date on or after
We intend to treat the notes as debt instruments subject to the special
September 6, 2013, subject to five business days' prior notice
rules governing contingent payment debt instruments for U.S. federal
income tax purposes. Under this treatment, it is the opinion of Sidley
Interest rate: for the first four interest periods, the interest rate wil be
Austin
9.25% per annum. For each interest period thereafter, subject to our
LLP that if you are a U.S. individual or taxable entity, you general y
should be required to pay taxes on ordinary income from the notes over
early redemption right, the interest rate wil be based upon the CMS
their term based on the comparable yield for the notes, subject to any
spread on the relevant interest determination date for such interest
positive and negative adjustments based on the actual interest payments
period and wil be a rate per annum equal to:

on the notes. In addition, any gain you may recognize on the
· if (i) the CMS spread minus 0.20% times (ii) 4 is greater than

or equal to

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the maximum interest rate: the maximum interest rate;
Interest determination dates: for each interest period after the first

· if (i) the CMS spread minus 0.20% times (ii) 4 is less than the
four interest periods, the second U.S. Government securities business
day preceding such interest period

maximum interest rate but greater than 0%: (i) the CMS
spread minus 0.20% times (ii) 4; or
Interest period: the period from and including each interest payment

date (or the original issue date, in the case of the initial interest period)
· if (i) the CMS spread minus 0.20% times (ii) 4 is equal to or

to but excluding the next succeeding interest payment date (or the
less than 0%: 0%
stated maturity date, in the case of the final interest period)
Maximum interest rate: 9.25% per annum
FDIC: The notes are not bank deposits and are not insured by the
Day count convention: 30/360 (ISDA)
Federal Deposit Insurance Corporation (the "FDIC") or any other
governmental agency, nor are they obligations of, or guaranteed by, a
Business day convention: fol owing unadjusted
bank
Regular record dates: the scheduled business day immediately
Calculation agent: Goldman, Sachs & Co.
preceding each interest payment date
CUSIP no.: 38141GPU2
Defeasance: not applicable
ISIN no.: US38141GPU21
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 Terms of Your
assumptions used by others. See "-- The Market Value of Your Notes
Notes Were Set On the Trade Date (as Determined By Reference to
May Be Influenced by Many Factors That Are Unpredictable and
Pricing Models Used By Goldman, Sachs & Co.) Was Less Than
Interrelated in Complex Ways" below.
the Original Issue Price Of Your Notes
The difference between the estimated value of your notes as of the
The original issue price for your notes exceeds the estimated value
time the terms of your notes were set on the trade date and the original
of your notes as of the time the terms of your notes were set on the
issue price is a result of certain factors, including principal y the
trade date, as determined by reference to Goldman, Sachs & Co.'s
underwriting discount and commissions, the expenses incurred in
pricing models and taking into account our credit spreads. Such
creating, documenting and marketing the notes, and an estimate of the
estimated value on the trade date is set forth on the cover of this
difference between the amounts we pay to Goldman, Sachs & Co. and
prospectus supplement; after the trade date, the estimated value as
the amounts Goldman, Sachs & Co. pays to us in connection with your
determined by reference to these models wil be affected by changes in
notes. We pay to Goldman, Sachs & Co. amounts based on what we
market conditions, our creditworthiness and other relevant factors.
would pay to holders of a non-structured note with a similar maturity. In
Thereafter, if Goldman, Sachs & Co. buys or sel s your notes it wil do
return for such payment, Goldman, Sachs & Co. pays to us the amounts
so at prices that reflect the estimated value determined by reference to
we owe under your notes.
such pricing models at that time. The price at which Goldman, Sachs &
Co. wil buy or sel your notes at any time also wil reflect its then current
In addition to the factors discussed above, the value and quoted
bid and ask spread for similar sized trades of structured notes.
price of your notes at any time wil reflect many factors and cannot be
predicted. If Goldman, Sachs & Co. makes a market in the notes, the
In estimating the value of your notes as of the time the terms of your
price quoted by Goldman, Sachs & Co. would reflect any changes in
notes were set on the trade date, as disclosed on the front cover of this
market conditions and other relevant factors, including any deterioration
prospectus supplement, Goldman, Sachs & Co.'s pricing models
in our creditworthiness or perceived creditworthiness. These changes
consider certain variables, including principally our credit spreads,
may adversely affect the value of your notes, including the price you may
interest rates (forecasted, current and historical rates), volatility, price-
receive for your notes in any market making transaction. To the extent
sensitivity analysis and the time to maturity of the notes. These pricing
that Goldman, Sachs & Co. makes a market in the notes, the quoted
models are proprietary and rely in part on certain assumptions about
price wil reflect the estimated value determined by reference to
future events, which may prove to be incorrect. As a result, the actual
Goldman, Sachs & Co.'s pricing models at that time, plus or minus its
value you would receive if you sold your notes in the secondary market,
then current bid and ask spread for similar sized trades of structured
if any, to others may differ, perhaps material y, from the estimated value
notes.
of your notes determined by reference to our models due to, among
other things, any differences in pricing models or
Furthermore, if you sel your notes, you wil likely be charged a
commission for secondary

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market transactions, or the price wil likely reflect a dealer discount. This
value of your notes. Even if the CMS spread less 0.20% is greater than
commission or discount wil further reduce the proceeds you would
0% during some portion of the life of the offered notes after the first four
receive for your notes in a secondary market sale.
interest periods, the market value of your notes may not increase in the
same manner. We discuss some of the reasons for this disparity under
There is no assurance that Goldman, Sachs & Co. or any other party
"-- The Market Value of Your Notes May Be Influenced by Many
wil be wil ing to purchase your notes at any price and, in this regard,
Factors That Are Unpredictable and Interrelated in Complex Ways"
Goldman, Sachs & Co. is not obligated to make a market in the notes.
above.
See "-- Your Notes May Not Have an Active Trading Market" below.
Because of the long-dated maturity of your notes, the expected
Furthermore, if you sell your notes, you will likely be charged a
future performance of the CMS spread wil have a greater impact on the
commission for secondary market transactions, or the price wil likely
market value of your notes than if your notes had an earlier maturity
reflect a dealer discount.
date. In particular, the expected future performance of the CMS spread
may cause the market value of your notes to decrease even though the
There is no assurance that Goldman, Sachs & Co. or any other party
CMS spread minus 0.20% may be greater than 0% during some portion
wil be wil ing to purchase your notes; and, in this regard, Goldman,
Sachs & Co. is not obligated to make a market in the notes. See "--
of the life of the offered notes. Moreover, expectations about the
Your Notes May Not Have an Active Trading Market" below.
performance of the CMS spread in the future are subject to a great
degree of uncertainty and may be based on assumptions about the
The Notes Are Subject to the Credit Risk of the Issuer
future that may prove to be incorrect. Even if the expected future
performance of the CMS spread is favorable to your notes, this
Although the return on the notes wil be based in part on the
uncertainty may result in market participants substantial y discounting
relationship between the 5-year CMS rate and the 30-year CMS rate,
this future performance when determining the market value of your
the payment of any amount due on the notes is subject to our credit risk.
notes.
The notes are our unsecured obligations. Investors are dependent on
our ability to pay all amounts due on the notes, and therefore investors
If the CMS Spread Minus 0.20% Is Less than or Equal to 0% on the
are subject to our credit risk and to changes in the market's view of our
Relevant Interest Determination Date for Any Interest Period After
creditworthiness. See "Description of the Notes We May Offer --
the First Four Interest Periods, No Interest Will Be Paid for that
Information About Our Medium-Term Notes, Series D Program -- How
Interest Period
the Notes Rank Against Other Debt" on page S-4 of the accompanying
prospectus supplement.
Because of the formula used to calculate the interest rate
applicable to your notes, in the event that on the relevant interest
If the CMS Spread Changes, the Market Value of Your Notes May
determination date for any interest period after the first four interest
Not Change in the Same Manner
periods the 30-year CMS rate does not exceed the 5-year CMS rate by
more than 0.20%, no interest wil be paid for such interest period, even
The price of your notes may move differently than the CMS spread.
if the CMS spread minus 0.20% on subsequent days is greater than
The CMS spread wil vary during the term of the notes based on the
0%. Therefore, if the 30-year CMS rate does not exceed the 5-year
relationship between the 5-year CMS rate and the 30-year CMS rate as
CMS rate by more than 0.20% for a prolonged period of time over the
wel as the market's expectation of this relationship in the future.
life of your notes after the first four interest periods, including interest
Changes in the CMS spread may not result in a comparable change in
determination dates, you wil receive no interest during the affected
the market
interest periods. In such case, even if you receive some interest
payments on some or al of the interest

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payment dates, the overal return you earn on your notes may be less
annum (equal to a maximum quarterly interest payment of $23.125 for
than you would have earned by investing in a non-indexed debt security
each $1,000 face amount of notes). Thus, you wil not benefit from any
of comparable maturity that bears interest at a prevailing market rate.
increases in the CMS spread minus 0.20% above 2.3125%.
Furthermore, since the interest rate is determined quarterly, if the
Assuming circumstances where no interest payment is to be made
interest rate for at least one interest period after the first four interest
on your notes after the fourth interest period, the present value of your
periods during any year is less than 9.25% per annum, your actual
notes as of the original issue date wil equal the present value of a bond
return for such year wil be less than 9.25% per annum, even if the
that pays only the coupons up to and including the fourth interest period,
interest rate is 9.25% per annum for the remaining interest periods
and with the same maturity and face amount issued by us, in each case
during such year. Thus, the notes may provide less interest income than
discounted using current interest rates and credit spreads based on the
an investment in a similar instrument.
discount method used by Goldman, Sachs & Co., which may be different
from the methods used by others. On the original issue date such
The Historical Levels of the CMS Spread Are Not an Indication of
present value is approximately 60.3% of the face amount of your notes
the Future Levels of the CMS Spread
(you should not base any tax characterization of your notes on such
present value).
In the past, the level of the CMS spread has experienced significant
fluctuations. You should note that historical levels, fluctuations and trends
The Amount of Interest Payable on Your Notes After the First Four
of the CMS spread are not necessarily indicative of future levels. Any
Interest Periods Will Not Be Affected by the CMS Spread on Any
historical upward or downward trend in the CMS spread is not an
Day Other Than the Interest Determination Date for the Applicable
indication that the CMS spread is more or less likely to increase or
Interest Period
decrease at any time after the first four interest periods, and you should
not take the historical levels of the CMS spread as an indication of its
For each interest period after the first four interest periods, the
future performance.
amount of interest payable on each interest payment date is calculated
based on the CMS spread on the interest determination date for the
If You Purchase Your Notes at a Premium to Face Amount, the
applicable interest period. Although the actual CMS spread on an
Return on Your Investment Will Be Lower Than the Return on
interest payment date or at other times after the first four interest
Notes Purchased at Face Amount and the Impact of Certain Key
periods may be higher than the CMS spread on the interest
Terms of the Notes Will be Negatively Affected
determination date, you wil not benefit from the CMS spread at any time
other than on such interest determination date.
The amount you wil be paid for your notes on the stated maturity
date wil not be adjusted based on the issue price you pay for the notes.
The Amount of Interest Payable On The Notes In Any Quarter Is
If you purchase notes at a price that differs from the face amount of the
Capped
notes, then the return on your investment in such notes held to the stated
maturity date or the date of early redemption wil differ from, and may
The interest rate wil be subject to the maximum interest rate of
be substantial y less than, the return on notes purchased at face amount.
9.25% per annum, which wil limit the amount of interest you may receive
If you purchase your notes at a premium to face amount and hold them
on each interest payment date. Because of the formula used to calculate
to the stated maturity date or the date of early redemption the return on
the interest rate on your notes, if (i) the CMS spread minus 0.20%
your investment in the notes wil be lower than it would have been had
times (ii) 4 is greater than or equal to 9.25% per annum, the interest
you purchased the notes at face amount or a discount to face amount.
rate after the first four interest periods wil be capped at 9.25% per

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The Market Value of Your Notes May Be Influenced by Many
Goldman Sachs' Anticipated Hedging Activities May Negatively
Factors That Are Unpredictable and Interrelated in Complex Ways
Impact Investors in the Notes and Cause our Interests and Those
of Our Clients and Counterparties to be Contrary to Those of
When we refer to the market value of your notes, we mean the
Investors in the Notes
value that you could receive for your notes if you chose to sel it in the
open market before the stated maturity date. A number of factors, many
Goldman Sachs expects to hedge our obligations under the notes by
of which are beyond our control, wil influence the market value of your
purchasing futures and/or other instruments linked to the CMS spread.
notes, including:
We also expect to adjust our hedge by, among other things, purchasing

or sel ing any of the foregoing, and perhaps other instruments linked to
·
the 30-year CMS rate and the 5-year CMS rate;
the CMS spread, at any time and from time to time, and to unwind the

·
the volatility -- i.e., the frequency and magnitude of changes in --
hedge by sel ing any of the foregoing on or before the final interest
the level of the CMS spread;
determination date for your notes. We may also enter into, adjust and

unwind hedging transactions relating to other rate-linked notes whose
·
economic, financial, regulatory, political, military and other events
returns are linked to changes in the level of the CMS spread.
that affect CMS rates general y;

Any of these hedging or other activities may adversely affect the
·
interest rates and yield rates in the market;
levels of the CMS spread and therefore the market value of your notes

·
the time remaining until your notes mature; and
and the amount we wil pay on your notes. In addition, you should expect

that these transactions wil cause Goldman Sachs or its clients or
·
our creditworthiness, whether actual or perceived, and including
counterparties to have economic interests and incentives that do not
actual or anticipated upgrades or downgrades in our credit ratings
align with, and that may be directly contrary to, those of an investor in
or changes in other credit measures.
the notes. Goldman Sachs wil have no obligation to take, refrain from
These factors, and many other factors, wil influence the price you
taking or cease taking any action with respect to these transactions
wil receive if you sel your notes before maturity, including the price you
based on the potential effect on an investor in the notes, and may
may receive for your notes in any market making transaction. If you sel
receive substantial returns on hedging or other activities while the value
your notes before maturity, you may receive less than the face amount
of your notes declines.
of your notes.
As Calculation Agent, Goldman, Sachs & Co. Will Have the
You cannot predict the future performance of the CMS spread
Authority to Make Determinations that Could Affect the Value of
based on its historical performance. The actual performance of the CMS
Your Notes and the Amount You May Receive On Any Interest
spread over the life of the offered notes after the first four interest
Payment Date
periods, as wel as the interest payable on each interest payment date,
may bear little or no relation to the hypothetical levels of the CMS
As calculation agent for your notes, Goldman, Sachs & Co. wil
spread or to the hypothetical examples shown elsewhere in this
have discretion in making certain determinations that affect your notes,
prospectus supplement.
including determining the CMS spread on any interest determination date
in certain circumstances, which we wil use to determine the amount, if
any, we wil pay on any applicable interest payment date after the first
four interest payment dates. See "Specific Terms of Your Notes" below.
The exercise of this discretion by Goldman, Sachs & Co. could
adversely affect the value of your notes and may present

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Goldman, Sachs & Co. with a conflict of interest. We may change the
categories is deemed to make by purchasing and holding the offered
calculation agent at any time without notice and Goldman, Sachs & Co.
notes. This is discussed in more detail under "Employee Retirement
may resign as calculation agent at any time upon 60 days' written notice
Income Security Act" below.
to Goldman Sachs.
We May Sell an Additional Aggregate Face Amount of the Notes at
Your Notes May Not Have an Active Trading Market
a Different Issue Price
Your notes wil not be listed or displayed on any securities exchange
At our sole option, we may decide to sel an additional aggregate
or included in any interdealer market quotation system, and there may
face amount of the notes subsequent to the date of this prospectus
be little or no secondary market for your notes. Even if a secondary
supplement. The issue price of the notes in the subsequent sale may
market for your notes develops, it may not provide significant liquidity
differ substantial y (higher or lower) from the issue price you paid as
and we expect that transaction costs in any secondary market would be
provided on the cover of this prospectus supplement.
high. As a result, the difference between bid and asked prices for your
notes in any secondary market could be substantial.
We Intend to Treat the Notes as Debt Instruments Subject to
Special Rules Governing Contingent Payment Debt Instruments for
We Are Able to Redeem Your Notes at Our Option
U.S. Federal Income Tax Purposes
On any interest payment date on or after September 6, 2013, we
We intend to treat the notes as debt instruments subject to special
wil be permitted to redeem your notes at our option. Even if we do not
rules governing contingent payment debt instruments for U.S. federal
exercise our option to redeem your notes, our ability to do so may
income tax purposes. Under this treatment, if you are a U.S. individual or
adversely affect the value of your notes. It is our sole option whether to
taxable entity, you generally should be required to pay taxes on ordinary
redeem your notes prior to maturity and we may or may not exercise
income from the notes over their term based on the comparable yield for
this option for any reason. Because of this redemption option, the term
the notes, subject to any positive and negative adjustments based on the
of your notes could be anywhere between one and fifteen years.
actual interest payments on the notes This comparable yield is
determined solely to calculate the amount on which you wil be taxed
Certain Considerations for Insurance Companies and Employee
prior to maturity and is neither a prediction nor a guarantee of what the
Benefit Plans
actual yield wil be. In addition, any gain you may recognize on the sale
Any insurance company or fiduciary of a pension plan or other
or maturity of the notes wil be taxed as ordinary interest income. If you
employee benefit plan that is subject to the prohibited transaction rules
are a secondary purchaser of the notes, the tax consequences to you
of the Employee Retirement Income Security Act of 1974, as amended,
may be different.
which we cal "ERISA", or the Internal Revenue Code of 1986, as
It is possible that the Internal Revenue Service could successful y
amended, including an IRA or a Keogh plan (or a governmental plan to
assert that your notes should be treated as variable rate debt
which similar prohibitions apply), and that is considering purchasing the
instruments. If the notes are so treated you would include the ful interest
offered notes with the assets of the insurance company or the assets of
payment in ordinary income at the time you receive or accrue such
such a plan, should consult with its counsel regarding whether the
interest payment, depending on your method of accounting for tax
purchase or holding of the offered notes could become a "prohibited
purposes. You should consult your tax advisor concerning possible
transaction" under ERISA, the Internal Revenue Code or any
further U.S. federal income tax ramifications if your notes are so treated.
substantial y similar prohibition in light of the representations a purchaser
or holder in any of the above

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Prospectus Supplement No. 2043 dated March 1, 2013
http://www.sec.gov/Archives/edgar/data/886982/000119312513091901/...
Table of Contents
Please see "Supplemental Discussion of Federal Income Tax
Consequences" below for a more detailed discussion. Please also
consult your own 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.

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