Obbligazione Goldman Sachs 0% ( US38148F1176 ) in USD

Goldman Sachs

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US38148F1176 ( in USD )

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38148F117

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Goldman Sachs è una banca d'investimento multinazionale americana che offre servizi di investimento bancario, gestione patrimoniale e trading a clienti istituzionali e privati.

L'obbligazione Goldman Sachs con ISIN US38148F1176, CUSIP 38148F117, emessa negli Stati Uniti a un tasso di interesse dello 0%, con scadenza il 21/08/2024, taglio minimo di 1000 USD e frequenza di pagamento semestrale, è giunta a scadenza ed è stata rimborsata al 100% del valore nominale in USD.

424B2 1 a14-18255_7424b2.htm PROSPECTUS SUPPLEMENT NO. 3070 DATED AUGUST 15, 2014
Table of Contents

File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -1 7 6 9 1 4

T he Goldm a n Sa c hs Group, I nc .
$9,058,020
Trigger Phoenix Autocallable Optimization Securities due 2024

T he not e s do not pa y a fix e d c oupon a nd m a y pa y no c oupon on a pa ym e nt da t e . The amount that you will be
paid on your notes is based on the performances of the S&P 500® Index and the EURO STOXX 50® Index. The notes will mature
on the stated maturity date (August 21, 2024) unless they are automatically called on any determination date commencing in
August 2015. Your notes will be called if the closing levels of both indices on any determination date commencing in August 2015
are greater than or equal to their respective initial levels, resulting in a payment on the applicable payment date (the second
business day after the determination date except in the case of the final determination date, when the payment date will be the
stated maturity date) equal to the face amount of your notes plus the coupon (described below) then due. The notes cannot be
called if the closing level of either index is less than its respective initial level on a determination date.

On each determination date (the dates in February, May, August and November specified on page S-4 of this prospectus
supplement), unless previously called, if the closing levels of both indices are greater than or equal to 70.00% of their respective
initial levels, you will receive on the applicable payment date a coupon of $0.17125 for each $10 face amount of your notes. I f t he
c losing le ve l of e it he r inde x on a ny de t e rm ina t ion da t e is le ss t ha n 7 0 .0 0 % of it s init ia l le ve l, you w ill not
re c e ive a c oupon pa ym e nt on t he a pplic a ble pa ym e nt da t e .

If your notes are outstanding at maturity, the amount that you will be paid on your notes at maturity, in addition to the final coupon,
if any, is based on the performance of the lesser performing index (the index with the lowest index return). The index return for
each index is the percentage increase or decrease in the closing level of the index on the final determination date from its initial
level.

At maturity, for each $10 face amount of your notes outstanding, you will receive an amount in cash equal to:

·
if the index return of both indices is greater than or equal to -30.00% (the final level of both indices is greater than or equal to

70.00% of their respective initial levels), $10 plus the final coupon;

·
if the index return of both indices is greater than or equal to -50.00% (the final level of both indices is greater than or equal to

50.00% of their respective initial levels), but the index return of either index is less than -30.00%, $10. Y ou w ill not re c e ive
a fina l c oupon ; or

·
if the index return of either index is less than -50.00% (the final level of either index is less than 50.00% of its initial level), the

sum of (i) $10 plus (ii) the product of (a) the lesser performing index return times (b) $10. Y ou w ill re c e ive less than
5 0 .0 0 % of t he fa c e a m ount of your not e s a nd you w ill not re c e ive a fina l c oupon.

T he m a x im um re t urn on your not e s is 1 .7 1 2 5 % qua rt e rly (or 6 .8 5 % pe r a nnum ), re ga rdle ss of how m uc h
e it he r inde x a ppre c ia t e s.

Y our inve st m e nt in t he not e s involve s c e rt a in risk s, inc luding, a m ong ot he r t hings, our c re dit risk . Se e
pa ge S -9 . I n a ddit ion, a ny sa le prior t o m a t urit y c ould re sult in a loss e ve n if t he le ve ls of bot h indic e s a t t he
t im e of suc h sa le a re gre a t e r t ha n or e qua l t o 5 0 .0 0 % of t he ir re spe c t ive init ia l le ve ls.

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. (GS&Co.) and taking into account our credit spreads) was
equal to approximately $9.38 per $10 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; however, the price (not including GS&Co.'s customary bid and
ask spreads) at which GS&Co. would initially buy or sell notes (if it makes a market, which it is not obligated to do) and
the value that GS&Co. will initially use for account statements and otherwise equals approximately $9.95 per $10 face
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amount, which exceeds the estimated value of your notes as determined by reference to these models. The amount of
the excess will decline on a straight line basis over the period from the trade date through August 15, 2015.

Origina l issue da t e :
August 20, 2014
Origina l issue pric e :
100.00% of the face amount

U nde rw rit ing disc ount :
N e t proc e e ds t o t he
3.95% of the face amount
issue r:
96.05% of the face amount

N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny ot he r re gula t ory body ha s a pprove d or
disa pprove d of t he se se c urit ie s or pa sse d upon t he a c c ura c y or a de qua c y of t his prospe c t us. Any
re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse . T he not e s a re not ba nk de posit s a nd a re not insure d
by t he Fe de ra l De posit I nsura nc e Corpora t ion or a ny ot he r gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions
of, or gua ra nt e e d by, a ba nk .

Goldm a n, Sa c hs & Co.
Prospectus Supplement No. 3070 dated August 15, 2014.

Table of Contents

The issue price, underwriting discount and net proceeds listed above 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 notes. In addition, GS&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 Y our Prospe c t us

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 19, 2011

· Prospectus dated September 19, 2011

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

Table of Contents

SU M M ARY I N FORM AT I ON

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-20. 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, in each case relating to the 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.

K e y T e rm s

I ssue r: The Goldman Sachs Group, Inc.
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I ndic e s: the S&P 500® Index (Bloomberg symbol, "SPX Index"), as published by Standard & Poor's Financial Services LLC
("Standard & Poor's"); the EURO STOXX 50® Index (Bloomberg symbol, "SX5E Index") as published by STOXX Limited, see "The
Indices" on page S-29

Spe c ifie d c urre nc y: U.S. dollars ("$")

Fa c e a m ount : each note will have a face amount equal to $10; $9,058,020 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

De nom ina t ions: $10 and integral multiples of $10 in excess thereof

M inim um purc ha se a m ount : In connection with the initial offering of the notes, the minimum principal amount of notes that
may be purchased by any investor is $1,000

Supple m e nt a l pla n of dist ribut ion: The Goldman Sachs Group, Inc. has agreed to sell to Goldman, Sachs & Co., and
Goldman, Sachs & Co. has agreed to purchase from The Goldman Sachs Group, Inc., the aggregate face amount of the offered
notes specified on the front cover of this prospectus supplement. Goldman, Sachs & Co. proposes initially to offer the notes to the
public at the original issue price set forth on the cover page of this prospectus supplement, and to certain securities dealers at such
price less a concession not in excess of 3.50% of the face amount. See "Supplemental Plan of Distribution" on page S-45

Purc ha se a t a m ount ot he r t ha n fa c e a m ount : the amount we will pay you for your notes on a call payment date or the
stated maturity date, as the case may be, will not be adjusted based on the issue price you pay for your notes, so if you acquire
notes at a premium (or discount) to face amount and hold them to a call payment date or the stated maturity date, it could affect
your investment in a number of ways. The return on your investment in such notes will be lower (or higher) than it would have
been had you purchased the notes at face amount. See "Additional Risk Factors Specific to Your Notes -- If You Purchase Your
Notes at a Premium to Face Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at Face
Amount and the Impact of Certain Key Terms of the Notes Will Be Negatively Affected" on page S-12 of this prospectus
supplement

Supple m e nt a l disc ussion of U .S. fe de ra l inc om e t a x c onse que nc e s: you will be obligated pursuant to the terms of the
notes -- in the absence of a change in law, an administrative determination or a judicial ruling to the contrary -- to characterize
each note for all tax purposes as an income-bearing pre-paid derivative contract in respect of the indices, as described under
"Supplemental Discussion of Federal Income Tax Consequences" herein. Pursuant to this approach, it is the opinion of Sidley
Austin LLP that it is likely that any coupon payment will be taxed as ordinary income in accordance with your regular method of
accounting for U.S. federal income tax purposes. If you are a United States

S-2
Table of Contents

alien holder of the notes, we intend to withhold on coupon payments made to you at a 30% rate or at a lower rate specified by an
applicable income tax treaty. In addition, upon the sale, exchange, redemption or maturity of your notes, it would be reasonable for
you to recognize capital gain or loss equal to the difference, if any, between the amount of cash you receive at such time
(excluding amounts attributable to any coupon payment) and your tax basis in your notes.

Ca sh se t t le m e nt a m ount (on a ny c a ll pa ym e nt da t e ): if your notes are automatically called on a call observation date
because the closing levels of both indices are greater than or equal to their respective initial index levels, for each $10 face amount
of your notes, on the related call payment date, we will pay you an amount in cash equal to the sum of (i) $10 plus (ii) the coupon
then due

Ca sh se t t le m e nt a m ount (on t he st a t e d m a t urit y da t e ): if your notes are not automatically called, for each $10 face
amount of your notes, we will pay you on the stated maturity date an amount in cash equal to:

·
if the index return of both indices is greater than or equal to -30.00% (the final index level of both indices is greater than or

equal to their respective coupon barriers), $10 plus the final coupon;
·
if the index return of both indices is greater than or equal to -50.00% (the final index level of both indices is greater than or

equal to their respective trigger levels), but the index return of either index is less than -30.00%, $10; or
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·
if the index return of either index is less than -50.00% (the final index level of either index is less than its respective trigger

level), the sum of (i) $10 plus (ii) the product of (a) the lesser performing index return times (b) $10.

T rigge r le ve l: 977.53 with respect to the S&P 500® Index and 1,516.76 with respect to the EURO STOXX 50® Index

Aut om a t ic c a ll fe a t ure : if, as measured on any call observation date, the closing levels of both indices are greater than or
equal to their respective initial index levels, your notes will be automatically called; if your notes are automatically called on any call
observation date, on the corresponding call payment date, in addition to the coupon then due, you will receive an amount in cash
equal to $10 for each $10 face amount of your notes, and no further payments will be made since your notes will no longer be
outstanding. If the closing level of either index is below its initial index level on a call observation date, the notes cannot be called.

Le sse r pe rform ing inde x re t urn: the index return of the lesser performing index

Le sse r pe rform ing inde x : the index with the lowest index return

Coupon: subject to the automatic call feature, on each coupon payment date, for each $10 face amount of your notes, we will
pay you an amount in cash equal to:

·
if the closing levels of both indices on the related coupon determination date are greater than or equal to the coupon

barrier, $0.17125 (i.e., equal to a return of 6.85% per annum); or

·
if the closing level of either index on the related coupon determination date is less than the coupon barrier, $0.00

No coupon payment or return of principal is guaranteed. As discussed above, we will not pay a coupon with respect to any coupon
determination date on which the closing level of either index is less than its respective coupon barrier. Also, although both the
coupon determination dates and coupon payment dates occur quarterly, there may not be an equal number of days between
coupon determination dates or between coupon payment dates, respectively. However, the way in which the coupon is determined
will not vary based on the actual number of days between coupon determination dates or between coupon payment dates.

Coupon ba rrie r: 1,368.55 with respect to the S&P 500® Index and 2,123.47 with respect to the EURO STOXX 50® Index

I nit ia l inde x le ve l: 1,955.06 with respect to the S&P 500® Index and 3,033.52 with respect to the EURO STOXX 50® Index

Fina l inde x le ve l: with respect to each index, the closing level of such index on the determination date, except in the limited
circumstances described under "Specific Terms of Your Notes -- Consequences of a Market Disruption Event or a Non-Trading
Day" on page S-23

Closing le ve l: with respect to each index, the closing level of such index on any trading day, as further described under
"Specific Terms of Your Notes -- Special Calculation Provisions -- Closing Level" on page S-26

I nde x re t urn: with respect to each index on the determination date, the quotient of (i) the final index level minus the initial index
level divided by (ii) the initial index level, expressed as a positive or negative percentage

De fe a sa nc e : not applicable

N o list ing: the offered notes will not be listed or displayed on any securities exchange or interdealer market quotation system

Busine ss da y: as described on page S-25

S-3
Table of Contents

T ra ding da y: as described on page S-25

T ra de da t e : August 15, 2014

Origina l issue da t e (se t t le m e nt da t e ): August 20, 2014

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De t e rm ina t ion da t e : August 15, 2024, subject to adjustment as described under "Specific Terms of Your Notes -- Payment of
Principal on Stated Maturity Date -- Determination Date" on page S-22

St a t e d m a t urit y da t e : August 21, 2024, subject to adjustment as described under "Specific Terms of Your Notes -- Payment
of Principal on Stated Maturity Date -- Stated Maturity Date" on page S-22

Ca ll obse rva t ion da t e : each coupon determination date specified in the table below commencing August 17, 2015, to the
extent the notes are then outstanding, subject to adjustment as described under "Specific Terms of Your Notes -- Call Observation
Dates" on page S-23. Although the call observation dates occur quarterly after August 17, 2015, there may not be an equal
number of days between call observation dates.

Ca ll pa ym e nt da t e s: the second business day after each call observation date (except that the final call payment date will be
the stated maturity date), subject to adjustment as described under "Specific Terms of Your Notes -- Call Payment Dates" on
page S-23

Coupon de t e rm ina t ion da t e s: the dates specified as such in the table under "Coupon payment dates" below, subject to
adjustment as described under "Specific Terms of Your Notes -- Coupon Determination Dates" on page S-22. Although the coupon
determination dates occur quarterly, there may not be an equal number of days between coupon determination dates.

Coupon pa ym e nt da t e s: the second business day after each coupon determination date (except that the final coupon payment
date will be the stated maturity date), which coupon payment dates are the dates specified in the table below, subject to
adjustment as described under "Specific Terms of Your Notes -- Coupon and Coupon Payment Dates" on page S-22. Although the
coupon payment dates occur quarterly, there may not be an equal number of days between coupon payment dates.

Coupon
Coupon Pa ym e nt
De t e rm ina t ion Da t e s
Da t e s

November 17, 2014
November 19, 2014
February 17, 2015
February 19, 2015
May 15, 2015
May 19, 2015
August 17, 2015
August 19, 2015
November 16, 2015
November 18, 2015
February 16, 2016
February 18, 2016
May 16, 2016
May 18, 2016
August 15, 2016
August 17, 2016
November 15, 2016
November 17, 2016
February 15, 2017
February 17, 2017
May 15, 2017
May 17, 2017
August 15, 2017
August 17, 2017
November 15, 2017
November 17, 2017
February 15, 2018
February 20, 2018
May 15, 2018
May 17, 2018
August 15, 2018
August 17, 2018
November 15, 2018
November 19, 2018
February 15, 2019
February 20, 2019
May 15, 2019
May 17, 2019
August 15, 2019
August 19, 2019
November 15, 2019
November 19, 2019
February 18, 2020
February 20, 2020
May 15, 2020
May 19, 2020
August 17, 2020
August 19, 2020
November 16, 2020
November 18, 2020
February 16, 2021
February 18, 2021
May 17, 2021
May 19, 2021
August 16, 2021
August 18, 2021
November 15, 2021
November 17, 2021
February 15, 2022
February 17, 2022
May 16, 2022
May 18, 2022
August 15, 2022
August 17, 2022
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November 15, 2022
November 17, 2022
February 15, 2023
February 17, 2023
May 15, 2023
May 17, 2023
August 15, 2023
August 17, 2023
November 15, 2023
November 17, 2023
February 15, 2024
February 20, 2024
May 15, 2024
May 17, 2024
August 15, 2024
August 21, 2024

Re gula r re c ord da t e s: the scheduled business day immediately preceding the day on which payment is made (as such
payment date may be adjusted)

Ca lc ula t ion a ge nt : Goldman, Sachs & Co.

CU SI P no.: 38148F117

I SI N no.: US38148F1176

FDI C: 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-4
Table of Contents

H Y POT H ET I CAL EX AM PLES

The following tables 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 (i) the impact that various hypothetical closing levels of
the indices on a coupon determination date could have on the coupon payable on the related coupon payment date and (ii) the
impact that the various hypothetical closing levels of the lesser performing index on the determination date could have on the cash
settlement amount at maturity assuming all other variables remain constant.

The examples below are based on a range of index levels of the lesser performing index that are entirely hypothetical; no one
can predict what the index level of either index will be on any day throughout the life of your notes, what the closing level of either
index will be on any coupon determination date or call observation date, as the case may be, and what the final index level of the
lesser performing index will be on the determination date. The indices have been highly volatile in the past -- meaning that the
index levels have changed substantially in relatively short periods -- and their performance cannot be predicted for any future
period.

The information in the following examples reflects the hypothetical rates of return on the offered notes assuming that they are
purchased on the original issue date at the face amount and held to a call payment date or the stated maturity date. If you sell
your notes in a secondary market prior to a call payment date or the stated maturity date, as the case may be, your return will
depend upon the market value of your notes at the time of sale, which may be affected by a number of factors that are not
reflected in the tables below such as interest rates, the volatility of the indices and our creditworthiness. In addition, 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. For more information on the estimated value
of your notes, see "Additional Risk Factors Specific to Your Notes -- 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" on page S-9 of this prospectus supplement. The information in the tables also
reflect the key terms and assumptions in the box below.

K e y T e rm s a nd Assum pt ions

Face amount
$10

Initial index level of the S&P 500® Index
1,955.06

®
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Initial index level of the EURO STOXX 50 Index
3,033.52

Trigger level
977.53 with respect to the S&P 500® Index and 1,516.76 with respect to
the EURO STOXX 50® Index

Coupon barrier
1,368.55 with respect to the S&P 500® Index and 2,123.47 with respect to
the EURO STOXX 50® Index

Coupon
$0.17125 (6.85% per annum)

Neither a market disruption event nor a non-trading day occurs on any originally scheduled call observation date or the originally
scheduled determination date

No change in or affecting any of the index stocks or the method by which the applicable index sponsor calculates either index

Notes purchased on original issue date at the face amount and held to the stated maturity date

For these reasons, the actual performance of the indices over the life of your notes, the actual index levels on any call
observation date or coupon determination date, as well as the coupon payable, if any, on each coupon payment date, may bear
little relation to the hypothetical examples shown below or to the historical index levels shown elsewhere in this prospectus
supplement. For information about the index levels during recent periods, see "The Indices -- Historical Closing Levels of the
Indices" on page S-37. Before investing in the notes, you should consult publicly available information to determine the index levels
between the date of this prospectus supplement and the date of your purchase of the notes.

Also, the hypothetical examples shown below do not take into account the effects of applicable taxes. Because of the U.S.
tax treatment applicable to your notes, tax liabilities could affect the after-tax rate of return on your notes to a comparatively greater
extent than the after-tax return on the index stocks.

S-5
Table of Contents

H ypot he t ic a l Coupon Pa ym e nt s

With respect to each $10 face amount of notes, the examples below show hypothetical coupons, if any, that we would pay on
a coupon payment date if the closing levels of the indices on the applicable coupon determination date were the hypothetical
closing levels shown.

Sc e na rio 1

H ypot he t ic a l
H ypot he t ic a l
H ypot he t ic a l Closing
H ypot he t ic a l
Coupon
Closing Le ve l
Le ve l of t he EU RO
Coupon Pa id
De t e rm ina t ion
of t he S& P
ST OX X 5 0 ® I nde x
on Re la t e d
Da t e
5 0 0 ® I nde x
Coupon
Pa ym e nt
Da t e
First
2,000
2,100
$0.000
Se c ond
1,700
2,050
$0.000
T hird
1 ,8 0 0
2 ,3 0 0
$ 0 .1 7 1 2 5
Fourt h
1,750
2,075
$0.000
Fift h
2,000
2,100
$0.000
Six t h
1,700
2,000
$0.000
Se ve nt h
1 ,6 0 0
2 ,3 0 0
$ 0 .1 7 1 2 5
Eight h
1,300
2,100
$0.000
N int h
1 ,4 0 0
2 ,2 5 0
$ 0 .1 7 1 2 5
T e nt h
1,300
3,200
$0.000
Ele ve nt h
1,200
2,000
$0.000
T w e lft h Fort ie t h
1,400
2,100
$0.000

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T ot a l H ypot he t ic a l Coupons Pa id
$ 0 .5 1 3 7 5

In Scenario 1, the hypothetical closing level of each index increases and decreases by varying amounts, compared to its
respective initial index level, on the hypothetical coupon determination dates. Because the hypothetical closing levels of both
indices on the third, seventh and ninth hypothetical coupon determination dates are greater than or equal to their respective coupon
barriers, coupons are paid on the three related coupon payment dates and the total of the hypothetical coupons paid in Scenario 1
is $0.51375. Because the hypothetical closing level of at least one of the indices on the twelfth through the fortieth hypothetical
coupon determination dates is less than its respective coupon barrier, no coupons are paid on the final 29 coupon payment dates,
including at maturity.

Sc e na rio 2

H ypot he t ic a l
H ypot he t ic a l
H ypot he t ic a l Closing
H ypot he t ic a l
Coupon
Closing Le ve l
Le ve l of t he EU RO
Coupon Pa id
De t e rm ina t ion
of t he S& P
ST OX X 5 0 ® I nde x
on Re la t e d
Da t e
5 0 0 ® I nde x
Coupon
Pa ym e nt
Da t e
First
1,200
3,050
$0.000
Se c ond
1,100
3,000
$0.000
T hird
1,150
3,200
$0.000
Fourt h
1,200
2,995
$0.000
Fift h
1,100
2,990
$0.000
Six t h
1,150
3,100
$0.000
Se ve nt h
1,200
3,150
$0.000
Eight h
1,100
3,075
$0.000
N int h
1,150
3,150
$0.000
T e nt h
1,200
3,095
$0.000
Ele ve nt h
1,100
3,000
$0.000
T w e lft h Fort ie t h
1,150
3,050
$0.000

T ot a l H ypot he t ic a l Coupons Pa id
$ 0 .0 0 0

In Scenario 2, the hypothetical closing level of the S&P 500® Index decreases by varying amounts, compared to its initial
index level, on the hypothetical coupon determination dates and the hypothetical closing level of the EURO STOXX 50® Index
increases and decreases by varying amounts, compared to its initial index level, on the hypothetical coupon determination dates.
Because in each case the hypothetical closing level of the S&P 500® Index is less than its coupon barrier, you will not receive a
coupon payment on any hypothetical coupon payment date, even though the level of EURO STOXX 50® Index is above its coupon
barrier on each hypothetical coupon determination date. Therefore, the total of the hypothetical coupons paid in Scenario 2 is
$0.00. The overall return on your notes will be zero or less.

Sc e na rio 3

H ypot he t ic a l
H ypot he t ic a l
H ypot he t ic a l Closing
H ypot he t ic a l
Coupon
Closing Le ve l
Le ve l of t he EU RO
Coupon Pa id
De t e rm ina t ion
of t he S& P
ST OX X 5 0 ® I nde x
on Re la t e d
Da t e
5 0 0 ® I nde x
Coupon
Pa ym e nt
Da t e
First
1,200
3,000
$0.00
Se c ond
1,100
3,000
$0.00
T hird
1,150
3,000
$0.00
Fourt h
2 ,0 0 0
3 ,2 0 0
$ 0 .1 7 1 2 5

T ot a l H ypot he t ic a l Coupons Pa id
$ 0 .1 7 1 2 5

In Scenario 3, the hypothetical closing level of each index increases and decreases by varying amounts, compared to its
respective initial index level, on the hypothetical coupon determination dates. Because the hypothetical closing levels of both
indices are greater than or equal to their respective initial index levels on the fourth hypothetical coupon determination date (which
is also the first hypothetical call observation date), your notes will be automatically called. Therefore, on the corresponding
hypothetical call payment date, in addition to the coupon of $0.17125, you will receive an amount in cash equal to $10 for each $10
face amount of your notes.

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H ypot he t ic a l Ca sh Se t t le m e nt Am ount a t M a t urit y

I f t he not e s a re not c a lle d on a ny c a ll obse rva t ion da t e (i.e., on each call observation date the closing level of
either index is less than its respective initial index level) the cash settlement amount we would deliver for each $10 face amount of
your notes on the maturity date will depend on the performance of the lesser performing index on the determination date, as shown
in the table below. The table below assumes that t he not e s ha ve not be e n a ut om a t ic a lly c a lle d on a c a ll
obse rva t ion da t e and reflects hypothetical cash settlement amounts that you could receive on the stated maturity date.

The levels in the left column of the table below represent hypothetical final index levels of the lesser performing index and are
expressed as percentages of the initial index level of the lesser performing index. The amounts in the right column represent the
hypothetical cash settlement amounts, based on the corresponding hypothetical final index level of the lesser performing index
(expressed as a percentage of the initial index level of the lesser performing index), and are expressed as percentages of the face
amount of a note (rounded to the nearest one-thousandth of a percent). Thus, a hypothetical cash settlement amount of 100.000%
means that the value of the cash payment that we would deliver for each $10 of the outstanding face amount of the offered notes
on the stated maturity date would equal 100.000% of the face amount of a note, based on the corresponding hypothetical final
index level of the lesser performing index (expressed as a percentage of the initial index level of the lesser performing index) and
the assumptions noted above.

T he N ot e s H a ve N ot Be e n Ca lle d

H ypot he t ic a l Ca sh Se t t le m e nt Am ount
H ypot he t ic a l Fina l I nde x Le ve l of t he
a t M a t urit y if t he N ot e s H a ve N ot Be e n
Le sse r Pe rform ing I nde x
Ca lle d on a Ca ll Obse rva t ion Da t e

(a s Pe rc e nt a ge of I nit ia l I nde x Le ve l)
(a s Pe rc e nt a ge of Fa c e Am ount )

9 9 .9 9 9 %
1 0 0 .0 0 0 % *

80.000%
100.000%*

70.000%
100.000%*

65.000%
100.000%

5 0 .0 0 0 %
1 0 0 .0 0 0 %

49.999%
49.999%

35.000%
35.000%

25.000%
25.000%

10.000%
10.000%

0 .0 0 0 %
0 .0 0 0 %

*Does not include the final coupon

If, for example, the notes have not been called on a call observation date and the final index level of the lesser performing
index were determined to be 25.000% of its initial index level, the cash settlement amount that we would deliver on your notes at
maturity would be 25.000% of the face amount of your notes, as shown in the table above. As a result, if you purchased your
notes on the original issue date at the face amount and held them to the stated maturity date, you would lose 75.000% of your
investment excluding any coupons you may have received over the term of the notes (if you purchased your notes at a premium to
face amount you would lose a correspondingly higher percentage of your investment). In addition, if the final index level of the
lesser performing index were determined to be 65.000% of its initial index level, the cash settlement amount that we would deliver
on your notes at maturity would be 100.000% of the face amount of your notes, as shown in the table above. Because the final
index level of the lesser performing index is greater than or equal to its trigger level, if you held your notes to the stated maturity
date, you would receive $10 for each $10 face amount of your notes.

The cash settlement amounts shown above are entirely hypothetical; they are based on market prices for the index stocks that
may not be achieved on the determination date and on assumptions that may prove to be erroneous. The actual market value of
your notes on the stated maturity date or at any other time, including any time you may wish to sell your notes, may bear little
relation to the hypothetical cash settlement amounts shown above, and these amounts should not be viewed as an indication of the
financial return on an investment in the offered notes. The hypothetical cash settlement amounts on notes held to the stated
maturity date in the examples above assume you purchased your notes at their face amount and have not been adjusted to reflect
the actual issue

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price you pay for your notes. The return on your investment (whether positive or negative) in your notes will be affected by the
amount you pay for your notes. If you purchase your notes for a price other than the face amount, the return on your investment
will differ from, and may be significantly lower than, the hypothetical returns suggested by the above examples. Please read
"Additional Risk Factors Specific to Your Notes -- The Market Value of Your Notes May Be Influenced by Many Unpredictable
Factors" on page S-11.

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 a combination of an interest-bearing bond bought by the
holder and one or more options entered into between the holder and us (with one or more implicit option premiums paid over time).
The discussion in this paragraph does not modify or affect the terms of the notes or the U.S. federal income tax treatment of the
notes, as described elsewhere in this prospectus supplement.

We cannot predict the actual closing levels of the indices on any day, the final index level of the indices or what the market value
of your notes will be on any particular trading day, nor can we predict the relationship between the closing levels of the indices
and the market value of your notes at any time prior to the stated maturity date. The actual coupon payment, if any, that a holder
of the notes will receive on each coupon payment date, the actual amount that you will receive at maturity, if any, and the rate of
return on the offered notes will depend on whether or not the notes are called and the actual closing levels of the indices and the
actual final index levels determined by the calculation agent as described above. Moreover, the assumptions on which the
hypothetical examples are based may turn out to be inaccurate. Consequently, the coupon to be paid in respect of your notes, if
any, and the cash amount to be paid in respect of your notes on the stated maturity date, if any, may be very different from the
information reflected in the table and examples above.

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ADDI T I ON AL RI SK FACT ORS SPECI FI C T O Y OU R N OT ES

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. Also, your notes are not equivalent to investing directly in the index
stocks, i.e., the stocks comprising the indices to which your notes are linked. You should carefully consider whether the offered
notes are suited to your particular circumstances.

T he Est im a t e d V a lue of Y our N ot e s At t he T im e t he T e rm s of Y our N ot e s We re Se t On t he T ra de Da t e (a s
De t e rm ine d By Re fe re nc e t o Pric ing M ode ls U se d By Goldm a n, Sa c hs & Co.) Wa s Le ss T ha n t he Origina l
I ssue Pric e Of Y our N ot e s

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. The price at which Goldman, Sachs & Co. would initially buy or sell your notes (if Goldman, Sachs &
Co. makes a market, which it is not obligated to do), and the value that Goldman, Sachs & Co. will initially use for account
statements and otherwise, also exceeds the estimated value of your notes as determined by reference to these models. As agreed
by Goldman, Sachs & Co. and the distribution participants, the amount of the excess will decline on a straight line basis over the
period from the date hereof through the applicable date set forth on the cover. Thereafter, 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
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