Obbligazione The Goldman Sachs Group Inc 6.25% ( US38141GGM06 ) in USD

The Goldman Sachs Group Inc

100 USD ▼

Stati Uniti

US38141GGM06 ( in USD )

6.25% per anno ( pagato 2 volte l'anno)

31/01/2041

Prospetto opuscolo dell'obbligazione The Goldman Sachs Group Inc US38141GGM06 en USD 6.25%, scadenza 31/01/2041

2 000 USD

2 500 000 000 USD

38141GGM0

BBB+ ( Lower medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

01/02/2025 ( In 127 giorni )

The Obbligazione issued by The Goldman Sachs Group Inc ( United States ) , in USD, with the ISIN code US38141GGM06, pays a coupon of 6.25% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 31/01/2041

The Obbligazione issued by The Goldman Sachs Group Inc ( United States ) , in USD, with the ISIN code US38141GGM06, was rated A2 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by The Goldman Sachs Group Inc ( United States ) , in USD, with the ISIN code US38141GGM06, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B2 1 y89109e424b2.htm PROSPECTUS SUPPLEMENT DATED JANUARY 21, 2011
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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-154173

Prospectus Supplement to Prospectus dated April 6, 2009.

$2,500,000,000
The Goldman Sachs Group, Inc.
6.25% Notes due 2041

The Goldman Sachs Group, Inc. will pay interest on the notes at a rate of 6.25% per annum on February 1 and August 1 of each year.
The first such payment will be made on August 1, 2011. The notes will mature on the stated maturity date, February 1, 2041. If The
Goldman Sachs Group, Inc. becomes obligated to pay additional amounts to non-U.S. investors due to changes in U.S. withholding tax
requirements, The Goldman Sachs Group, Inc. may redeem the notes before their stated maturity at a price equal to 100% of the principal
amount redeemed plus accrued interest to the redemption date.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a
criminal offense.

The notes have been registered under the Securities Act of 1933 solely for the purpose of sales in the United States; they
have not been and will not be registered for the purpose of any sales outside the United States.

The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental
agency, nor are they obligations of, or guaranteed by, a bank.

Per Note
Total

Initial price to public
99.623% $ 2,490,575,000
Underwriting discount
0.875% $
21,875,000
Proceeds, before expenses, to The Goldman Sachs Group, Inc.
98.748% $ 2,468,700,000

The initial price to public set forth above does not include accrued interest, if any. Interest on the notes will accrue from January 28,
2011 and must be paid by the purchaser if the notes are delivered after January 28, 2011.

The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company against
payment in New York, New York on January 28, 2011.

The Goldman Sachs Group, Inc. may use this prospectus supplement and the accompanying prospectus in the initial sale of the
notes. In addition, Goldman, Sachs & Co. or any other affiliate of The Goldman Sachs Group, Inc. may use this prospectus supplement and
the accompanying prospectus in a market-making transaction in the notes after their initial sale, and unless they inform the purchaser
otherwise in the confirmation of sale, this prospectus supplement and accompanying prospectus are being used by them in a market-
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making transaction.

Goldman, Sachs & Co.

ABN AMRO Rothschild LLC
Lloyds Bank Corporate Markets
Banca IMI
Morgan Keegan & Company, Inc.
Barclays Capital
Santander Investment
BB&T Capital Markets
Standard Chartered Bank
Credit Agricole Securities (USA) Inc.
SunTrust Robinson Humphrey
Fifth Third Securities, Inc.
U.S. Bancorp
FTN Financial Securities Corp.
Lebenthal Capital Markets
KeyBanc Capital Markets

Loop Capital Markets, LLC

Prospectus Supplement dated January 21, 2011.
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Table of Contents

SPECIFIC TERMS OF THE NOTES

Please note that throughout this prospectus supplement, references to "The Goldman Sachs Group, Inc.", "we", "our"
and "us" mean only The Goldman Sachs Group, Inc. and do not include its consolidated subsidiaries. Also, references to
"holders" mean The Depository Trust Company ("DTC") or its nominee and not indirect owners who own beneficial
interests in notes through participants in DTC. Please review the special considerations that apply to indirect owners in
the accompanying prospectus, under "Legal Ownership and Book-Entry Issuance".

The notes will be a series of senior debt securities issued under our senior debt indenture dated as of July 16, 2008
between us and The Bank of New York Mellon, as trustee. This prospectus supplement summarizes specific financial and
other terms that will apply to the notes; terms that apply generally to all of our debt securities are described in "Description of
Debt Securities We May Offer" in the accompanying prospectus. The terms described here supplement those described in the
accompanying prospectus and, if the terms described here are inconsistent with those described there, the terms described
here are controlling.

Terms of the Notes

The specific terms of this series of notes we are offering will be as follows:

· Title of the notes: 6.25% Notes due 2041

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

· Total principal amount being issued: $2,500,000,000

· Initial price to public: 99.623% of the principal amount

· Underwriting discount: 0.875% of the principal amount

· Issue date: January 28, 2011

· Stated maturity: February 1, 2041

· Interest rate: 6.25% per annum

· Date interest starts accruing: January 28, 2011

· Due dates for interest: Every February 1 and August 1

· First due date for interest: August 1, 2011

· Regular record dates for interest: The fifteenth calendar day prior to the relevant interest payment date, whether or not a
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business day

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

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

· Business day: New York

· Business day convention: Following unadjusted

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

· Additional amounts: We intend to pay principal and interest without deducting U.S. withholding taxes. If we are required to
deduct U.S. withholding taxes from payment to non-U.S. investors,

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however, we will pay additional amounts on those payments, but only to the extent described below under "-- Payment of
Additional Amounts".

· Tax Redemption: We will have the option to redeem the notes before they mature (at par plus accrued interest) if we
become obligated to pay additional amounts because of changes in U.S. withholding tax requirements as described below
under "-- Payment of Additional Amounts -- When We Can Redeem the Notes".

· Repayment at option of holder: None

· Conflicts of Interest: Goldman, Sachs & Co. is an affiliate of The Goldman Sachs Group, Inc. and, as such, has a "conflict
of interest" in this offering within the meaning of FINRA Rule 5121. Consequently, the offering is being conducted in
compliance with the provisions of Rule 5121. Goldman, Sachs & Co. is not permitted to sell notes in this offering to an
account over which it exercises discretionary authority without the prior specific written approval of the account holder.

· CUSIP No.: 38141GGM0

· ISIN No.: US38141GGM06

· FDIC: The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other
governmental agency, nor are they obligations of, or guaranteed by, a bank.

Additional Information About the Notes

Book-Entry System

We will issue the notes as global notes 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 global note through organizations that participate, directly or indirectly, in the DTC
system. See "Legal Ownership and Book-Entry Issuance" in the accompanying prospectus for additional information about
indirect ownership of interests in the notes.

Payment of Additional Amounts

We intend to make all payments on the notes without deducting U.S. withholding taxes. If we are required by law to
deduct U.S. withholding taxes on payments to non-U.S. investors, however, we will pay additional amounts on those payments
to the extent described in this subsection.

We will pay additional amounts on a note only if the beneficial owner of the note is a United States alien. The term
"United States alien" means any person who, for U.S. federal income tax purposes is:

· a nonresident alien individual;

· a foreign corporation;

· a foreign partnership one or more of the members of which is, for U.S. federal income tax purposes, a foreign
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corporation, a nonresident alien individual or a nonresident alien fiduciary of a foreign estate or trust; or

· a nonresident alien fiduciary of an estate or trust that is not subject to U.S. federal income tax on a net income basis
on income or gain from a note.

If the beneficial owner of a note is a United States alien, we will pay all additional amounts that may be necessary so
that every net payment of interest or principal on that note will not be less than

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the amount provided for in that note. By net payment, we mean the amount we or our paying agent pays after deducting or
withholding an amount for or on account of any present or future tax, assessment or other governmental charge imposed with
respect to that payment by a U.S. taxing authority.

Our obligation to pay additional amounts is subject to several important exceptions, however. We will not pay additional
amounts for or on account of any of the following:

· any tax, assessment or other governmental charge imposed solely because at any time there is or was a connection
between the beneficial owner -- or between a fiduciary, settlor, beneficiary or member of the beneficial owner, if the
beneficial owner is an estate, trust or partnership -- and the United States (other than the mere receipt of a payment
or the ownership or holding of a note), including because the beneficial owner -- or the fiduciary, settlor, beneficiary
or member -- at any time, for U.S. federal income tax purposes:

·

is or was a citizen or resident or is or was treated as a resident of the United States;

·

is or was present in the United States;

·

is or was engaged in a trade or business in the United States;

·

has or had a permanent establishment in the United States;

·

is or was a personal holding company, a passive foreign investment company or a controlled foreign corporation;

·

is or was a personal holding company, a passive foreign investment company or a controlled foreign corporation;

·

is or was a corporation that accumulates earnings to avoid U.S. federal income tax; or

·

is or was a "ten percent shareholder" of The Goldman Sachs Group, Inc.;

· any tax, assessment or other governmental charge imposed solely because of a change in applicable law or
regulation, or in any official interpretation or application of applicable law or regulation, that becomes effective more
than 15 days after the day on which the payment becomes due or is duly provided for, whichever occurs later;

· any estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax, or any similar tax, assessment or
other governmental charge;

· any tax, assessment or other governmental charge imposed solely because the beneficial holder or any other person
fails to comply with any certification, identification or other reporting requirement concerning the nationality,
residence, identity or connection with the United States of the holder or any beneficial owner of the note, if
compliance is required by statute or by regulation of the U.S. Treasury department or by an applicable income tax
treaty to which the United States is a party, as a precondition to exemption from such tax, assessment or other
governmental charge;

· any tax, assessment or other governmental charge that can be paid other than by deduction or withholding from a
payment on the notes;

· any tax, assessment or other governmental charge imposed solely because the payment is to be made by a
particular paying agent (including The Goldman Sachs Group, Inc.) and would not be imposed if made by another
paying agent;
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· by or on behalf of a holder who would be able to avoid withholding or deduction by presenting the note to another
paying agent in a Member State of the European Union;

· any tax, assessment or other governmental charge imposed solely because the holder (1) is a bank purchasing the
note in the ordinary course of its lending business or (2) is a bank that is

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neither (A) buying the note for investment purposes only nor (B) buying the note for resale to a third party that either
is not a bank or holding the note for investment purposes only; or

· any combination of the taxes, assessments or other governmental charges described above.

In addition, we will not pay additional amounts with respect to any payment of principal, or interest to any United States
alien who is a fiduciary or a partnership, or who is not the sole beneficial owner of the payment, to the extent that we would not
have to pay additional amounts to any beneficiary or settlor of the fiduciary or any member of the partnership, or to any
beneficial owner of the payment, if that person or entity were treated as the beneficial owner of the note for these purposes.

When we refer to a "U.S. taxing authority" in this subsection and "-- Payment of Additional Amounts" above, we mean
the United States of America or any state, other jurisdiction or taxing authority in the United States. When we refer to the
"United States", we mean the United States of America, including the states and the District of Columbia, together with the
territories, possessions and all those areas subject to the jurisdiction of the United States of America.

When we refer to any payment of interest or principal on a note, this includes any additional amount that may be
payable as described above in respect of that payment.

When We Can Redeem the Notes

We will not be permitted to redeem the notes before their stated maturity, except as described below. The notes will not
be entitled to the benefit of any sinking fund -- that is, we will not deposit money on a regular basis into any separate custodial
account to repay your note. In addition, you will not be entitled to require us to buy your note from you before its stated
maturity.

We will be entitled, at our option, to redeem the outstanding notes in whole and not in part if at any time we become
obligated to pay additional amounts on any notes on the next interest payment date, but only if our obligation results from a
change in the laws or regulations of any U.S. taxing authority, or from a change in any official interpretation or application of
those laws or regulations, that becomes effective or is announced on or after January 21, 2011.

If we redeem the notes, we will do so at a redemption price equal to 100% of the principal amount of the notes
redeemed plus accrued interest to the redemption date.

If we become entitled to redeem the notes, we may do so at any time on a redemption date of our choice. However, we
must give the holders of the notes being redeemed notice of the redemption not less than 30 days or more than 60 days
before the redemption date and not more than 90 days before the next date on which we would be obligated to pay additional
amounts. In addition, our obligation to pay additional amounts must remain in effect when we give the notice of redemption.
We will give the notice in the manner described under "Description of Debt Securities We May Offer -- Notices" in the
accompanying prospectus.

United States Federal Income Tax Consequences

You should carefully consider, among other things, the matters set forth under "United States Taxation" in the
accompanying prospectus. The following discussion supplements the section "United States Taxation" in the accompanying
prospectus and is subject to the limitations and exceptions set forth therein.
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