Obligation Goldman Sachs 5.25% ( US38141GGQ10 ) en USD

Goldman Sachs

100 % ▼

Etas-Unis

US38141GGQ10 ( en USD )

5.25% par an ( paiement semestriel )

26/07/2021 - Obligation échue

Prospectus brochure de l'obligation Goldman Sachs US38141GGQ10 en USD 5.25%, échue

2 000 USD

3 750 000 000 USD

38141GGQ1

BBB+ ( Qualité moyenne inférieure )

A3 ( Qualité moyenne supérieure )

Goldman Sachs est une banque d'investissement multinationale américaine offrant des services financiers tels que la banque d'investissement, la gestion d'actifs, la gestion de patrimoine et la vente et négociation de titres.

L'obligation Goldman Sachs (US38141GGQ10, CUSIP 38141GGQ1), émise aux États-Unis pour un montant total de 3 750 000 000 USD, avec un coupon de 5,25 %, échéant le 26/07/2021, a été intégralement remboursée à son prix nominal de 100 %, avec une taille minimale d'achat de 2 000 USD et des paiements de coupon semestriels ; elle était notée BBB+ par Standard & Poor's et A3 par Moody's.

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424B2 1 y92147e424b2.htm PRELIMINARY PROSPECTUS SUPPLEMENT DATED JULY 22, 2011
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-154173

Prospectus Supplement to Prospectus dated July 6, 2011.

$2,750,000,000
The Goldman Sachs Group, Inc.
5.25% Notes due 2021

The Goldman Sachs Group, Inc. will pay interest on the notes at a rate of 5.25% per annum on January 27
and July 27 of each year. The first such payment will be made on January 27, 2012. The notes will mature on the
stated maturity date, July 27, 2021. 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
or the accompanying prospectus. 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
99.946% $ 2,748,515,000
Underwriting discount
0.450% $
12,375,000
Proceeds, before expenses, to The Goldman Sachs Group, Inc.
99.496% $ 2,736,140,000

The initial price to public set forth above does not include accrued interest, if any. Interest on the notes will
accrue from July 27, 2011 and must be paid by the purchaser if the notes are delivered after July 27, 2011.

The underwriters expect to deliver the notes through the facilities of The Depository Trust Company against
payment in New York, New York on July 27, 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-making
transaction.

Goldman, Sachs & Co.

BB&T Capital Markets

BNY Mellon Capital Markets, LLC
Citi

Fifth Third Securities, Inc.
FTN Financial Securities Corp.

KeyBanc Capital Markets
KKR

Morgan Keegan & Company, Inc.
Mizuho Securities USA Inc.

RBC Capital Markets
SunTrust Robinson Humphrey

US Bancorp
Wells Fargo Securities

Drexel Hamilton
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Loop Capital Markets, LLC

Ramirez & Co., Inc.
The Williams Capital Group, L.P.

Prospectus Supplement dated July 22, 2011.

TABLE OF CONTENTS

Prospectus Supplement

Page

Specific Terms of the Notes
S-2
Employee Retirement Income Security Act
S-4
Validity of the Notes
S-5
Underwriting
S-6

Prospectus dated July 6, 2011
Available Information

2
Prospectus Summary

4
Use of Proceeds

8
Description of Debt Securities We May Offer

9
Description of Warrants We May Offer

33
Description of Purchase Contracts We May Offer

48
Description of Units We May Offer

53
Description of Preferred Stock We May Offer

58
The Issuer Trusts

65
Description of Capital Securities and Related Instruments

67
Description of Capital Stock of The Goldman Sachs Group, Inc.

88
Legal Ownership and Book-Entry Issuance

92
Considerations Relating to Floating Rate Debt Securities

97
Considerations Relating to Securities Issued in Bearer Form

98
Considerations Relating to Indexed Securities
102
Considerations Relating to Securities Denominated or Payable in or Linked to a Non-U.S. Dollar Currency
105
Considerations Relating to Capital Securities
108
United States Taxation
112
Plan of Distribution
136
Conflicts of Interest
138
Employee Retirement Income Security Act
139
Validity of the Securities
140
Experts
140
Cautionary Statement Pursuant to the Private Securities Litigation Reform Act of 1995
141

We have not authorized anyone to provide any information or to make any representations other than those
contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or in any free
writing prospectuses we have prepared. We take no responsibility for, and can provide no assurance as to the
reliability of, any other information that others may give you. This prospectus supplement and the accompanying
prospectus is an offer to sell only the notes offered hereby, but only under circumstances and in jurisdictions
where it is lawful to do so. The information contained in this prospectus supplement and the accompanying
prospectus is current only as of the respective dates of such documents.

Table of Contents

SPECIFIC TERMS OF THE NOTES

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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 dated July 6,
2011. 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: 5.25% Notes due 2021

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

· Total principal amount being issued: $2,750,000,000

· Initial price to public: 99.946% of the principal amount

· Underwriting discount: 0.450% of the principal amount

· Issue date: July 27, 2011

· Stated maturity: July 27, 2021

· Interest rate: 5.25% per annum

· Date interest starts accruing: July 27, 2011

· Due dates for interest: Every January 27 and July 27

· First due date for interest: January 27, 2012

· Regular record dates for interest: For interest due on an interest payment date, the day immediately prior to
the day on which the payment is to be made (as such payment day may be adjusted under the applicable
business day convention specified below)

· 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,
S-2
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however, we will pay additional amounts on those payments, but only to the extent described in the
accompanying prospectus under "Description of Debt Securities We May Offer -- Payment of Additional
Amounts".
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· 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 in the accompanying prospectus under "Description of Debt Securities We May
Offer -- Redemption and Repayment". For purposes of the seventh paragraph under "Description of Debt
Securities We May Offer -- Redemption and Repayment", the specified date (on or after which any such
changes that may occur will give rise to our redemption right) is July 22, 2011.

· No other redemption: We will not be permitted to redeem the notes before their stated maturity, except as
described above. 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.

· Repayment at option of holder: None

· CUSIP No.: 38141GGQ1

· ISIN No.: US38141GGQ10

· 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.

Trustee Conflict of Interest

BNY Mellon Capital Markets, LLC, an affiliate of the trustee, is an underwriter for this offering. Therefore,
pursuant to the Trust Indenture Act of 1939, if a default occurs with respect to the notes within one year after this
offering (or any other offering of our securities in which an affiliate of the trustee participates as an underwriter),
the trustee may be considered to have a conflicting interest for purposes of the Trust Indenture Act. In that event,
the trustee may be required to resign as trustee under the senior debt indenture under which the notes are being
issued and we would be required to appoint a successor trustee, unless the default is cured or waived within
90 days.

United States Federal Income Tax Consequences

Please see the discussion under "United States Taxation" in the accompanying prospectus.
S-3
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EMPLOYEE RETIREMENT INCOME SECURITY ACT

This section is only relevant to you if you are an insurance company or the fiduciary of a pension plan or an
employee benefit plan (including a governmental plan, an IRA or a Keogh Plan) proposing to invest in the notes.

The U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the U.S. Internal
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Revenue Code of 1986, as amended (the "Code"), prohibit certain transactions ("prohibited transactions") involving
the assets of an employee benefit plan that is subject to the fiduciary responsibility provisions of ERISA or
Section 4975 of the Code (including individual retirement accounts, Keogh plans and other plans described in
Section 4975(e)(1) of the Code) (a "Plan") and certain persons who are "parties in interest" (within the meaning of
ERISA) or "disqualified persons" (within the meaning of the Code) with respect to the Plan; governmental plans
may be subject to similar prohibitions unless an exemption applies to the transaction. The assets of a Plan may
include assets held in the general account of an insurance company that are deemed "plan assets" under ERISA
or assets of certain investment vehicles in which the Plan invests. Each of The Goldman Sachs Group, Inc. and
certain of its affiliates may be considered a "party in interest" or a "disqualified person" with respect to many
Plans, and, accordingly, prohibited transactions may arise if the notes are acquired by or on behalf of a Plan
unless those notes are acquired and held pursuant to an available exemption. In general, available exemptions
are: transactions effected on behalf of that Plan by a "qualified professional asset manager" (prohibited transaction
exemption 84-14) or an "in-house asset manager" (prohibited transaction exemption 96-23), transactions involving
insurance company general accounts (prohibited transaction exemption 95-60), transactions involving insurance
company pooled separate accounts (prohibited transaction exemption 90-1), transactions involving bank collective
investment funds (prohibited transaction exemption 91-38) and transactions with service providers under
Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code where the Plan receives no less and pays no
more than "adequate consideration" (within the meaning of Section 408(b)(17) of ERISA and Section 4975(f)(10)
of the Code). The person making the decision on behalf of a Plan or a governmental plan shall be deemed, on
behalf of itself and the plan, by purchasing and holding the notes, or exercising any rights related thereto, to
represent that (a) the plan will receive no less and pay no more than "adequate consideration" (within the meaning
of Section 408(b)(17) of ERISA and Section 4975(f)(10) of the Code) in connection with the purchase and holding
of the notes, (b) none of the purchase, holding or disposition of the notes or the exercise of any rights related to
the notes will result in a non-exempt prohibited transaction under ERISA or the Code (or, with respect to a
governmental plan, under any similar applicable law or regulation), and (c) neither The Goldman Sachs Group,
Inc. nor any of its affiliates is a "fiduciary" (within the meaning of Section 3(21) of ERISA (or any regulations
thereunder) or, with respect to a governmental plan, under any similar applicable law or regulation) with respect to
the purchaser or holder in connection with such person's acquisition, disposition or holding of the notes, or as a
result of any exercise by The Goldman Sachs Group, Inc. or any of its affiliates of any rights in connection with the
notes, and no advice provided by The Goldman Sachs Group, Inc. or any of its affiliates has formed a primary
basis for any investment decision by or on behalf of such purchaser or holder in connection with the notes and the
transactions contemplated with respect to the notes.

If you are an insurance company or the fiduciary of a pension plan or an employee benefit plan (including a
governmental plan, an IRA or a Keogh plan) and propose to invest in the notes described in this prospectus
supplement and accompanying prospectus, you should consult your legal counsel.
S-4
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VALIDITY OF THE NOTES

The validity of the notes will be passed upon for the underwriters by Sullivan & Cromwell LLP, New York,
New York. Sullivan & Cromwell LLP has in the past represented and continues to represent The Goldman Sachs
Group, Inc. on a regular basis and in a variety of matters, including offerings of our common stock, preferred stock
and debt securities. Sullivan & Cromwell LLP also performed services for The Goldman Sachs Group, Inc. in
connection with the offering of the notes described in this prospectus supplement.
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UNDERWRITING
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We and the underwriters named below have entered into an underwriting agreement with respect to the
notes. Subject to certain conditions, each underwriter named below has severally agreed to purchase the principal
amount of notes indicated in the following table:

Principal Amount
Underwriters

of Notes

Goldman, Sachs & Co.

$
2,337,500,000
BB&T Capital Markets, a division of Scott & Stringfellow, LLC

27,500,000
BNY Mellon Capital Markets, LLC

27,500,000
Citigroup Global Markets Inc.

27,500,000
Fifth Third Securities, Inc.

27,500,000
FTN Financial Securities Corp.

27,500,000
KeyBanc Capital Markets Inc.

27,500,000
KKR Capital Markets

27,500,000
Morgan Keegan & Company, Inc.

27,500,000
Mizuho Securities USA Inc.

27,500,000
RBC Capital Markets Corporation

27,500,000
SunTrust Robinson Humphrey, Inc.

27,500,000
U.S. Bancorp Investments, Inc.

27,500,000
Wells Fargo Securities, LLC

27,500,000
Drexel Hamilton, LLC

13,750,000
Loop Capital Markets, LLC

13,750,000
Samuel A Ramirez & Company, Inc.

13,750,000
The Williams Capital Group, L.P.

13,750,000

Total

$
2,750,000,000

The underwriters are committed to take and pay for all of the notes being offered, if any are taken.

The following table shows the per note and total underwriting discounts and commissions to be paid to the
underwriters by us.

Per $1,000 note
$
4.50
Total
$ 12,375,000

The 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 prospectus supplement. Any notes sold by the underwriters to securities dealers may be sold
at a discount from the initial price to public of up to 0.20% 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 0.15% of the principal amount of the notes. If all the notes are not
sold at the initial price to public, the underwriters may change the initial price to public and the other selling terms.
The offering of the notes by the underwriters is subject to their receipt and acceptance of the notes and subject to
their right to reject any order in whole or in part.

The underwriters intend to offer the notes for sale in the United States either directly or through affiliates or
other dealers acting as selling agents. The underwriters may also offer the notes for sale outside the United States
either directly or through affiliates or other dealers acting as selling agents. This prospectus supplement may be
used by the underwriters and other dealers in connection with offers and sales of notes made in the United
States, including offers and sales in the United States of notes initially sold outside the United States. The notes
have not been, and will not be, registered under the Securities Act of 1933 for the purpose of offers or sales
outside the United States.

The notes are a new issue of securities with no established trading market. We have been advised by
Goldman, Sachs & Co. and Goldman Sachs International that they intend to make a market in the notes. Other
affiliates of The Goldman Sachs Group, Inc. may also do so. Neither Goldman, Sachs & Co. or Goldman Sachs
International nor any other affiliate, however, is obligated to do so and any of them may discontinue market-making
at any time without notice. No assurance can be given as to the liquidity or the trading market for the notes.
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Please note that the information about the original issue date, original 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 after the initial sale, information about the price and date of sale
to you will 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 Financial Industry Regulatory
Authority, Inc. member broker-dealers.

Each underwriter has represented and agreed that:

· it has only communicated or caused to be communicated and will only communicate or cause to be
communicated an invitation or inducement to engage in investment activity (within the meaning of
Section 21 of the Financial Services and Markets Act 2000 (as amended) (the "FSMA")) received by it in
connection with the issue or sale of the notes in circumstances in which Section 21(1) of the FSMA does
not apply to The Goldman Sachs Group, Inc.; and

· it has complied and will comply with all applicable provisions of the FSMA with respect to anything done
by it in relation to the notes in, from or otherwise involving the United Kingdom.

In relation to each Member State of the European Economic Area (Iceland, Norway and Liechtenstein in
addition to the member states of the European Union) which has implemented the Prospectus Directive (each, a
"Relevant Member State"), each underwriter has represented and agreed that with effect from and including the
date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant
Implementation Date") it has not made and will not make an offer of notes to the public in that Relevant Member
State which are the subject of the offering contemplated by this prospectus except that it may, with effect from
and including the Relevant Implementation Date, make an offer of such notes to the public in that Relevant
Member State at any time:

(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so
authorized or regulated, whose corporate purpose is solely to invest in securities;

(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last
financial year; (2) a total balance sheet of more than 43,000,000 and (3) an annual net turnover of more
than 50,000,000, as shown in its last annual or consolidated accounts;

(c) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus
Directive) subject to obtaining the prior consent of the representative for any such offer; or

(d) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of notes referred to above shall require The Goldman Sachs Group, Inc. or the
underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus
pursuant to Article 16 of the Prospectus Directive.

For the purposes of this section, the expression an "offer of notes to the public" in relation to any notes in
any Relevant Member State means the communication in any form and by any means of sufficient information on
the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe
the notes, as the same may be varied in that Relevant Member State by any measure implementing the
Prospectus Directive in that Relevant Member State and the expression "Prospectus Directive" means Directive
2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

The notes may not be offered or sold by means of any document other than (i) in circumstances which do
not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong
Kong), or (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571,
Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the
document being a "prospectus" within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong),
and no advertisement, invitation or document
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relating to the notes may be issued or may be in the possession of any person for the purpose of issue (in each
case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed
or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with
respect to notes which are or are intended to be disposed of only to persons outside Hong Kong or only to
"professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong
Kong) and any rules made thereunder.

This prospectus supplement has not been registered as a prospectus with the Monetary Authority of
Singapore. Accordingly, this prospectus supplement and any other document or material in connection with the
offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may
the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly
or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities
and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person pursuant to Section 275(1) of the
SFA, or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275,
of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision
of the SFA. Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person
which is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole
business of which is to hold investments and the entire share capital of which is owned by one or more
individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor)
whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited
investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and
interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that
trust has acquired the notes pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional
investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the
SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of
shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration
of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is
to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance
with the conditions specified in Section 275 of the SFA; (2) where no consideration is or will be given for the
transfer; or (3) where the transfer is by operation of law.

The notes offered hereby have not been and will not be registered under the Financial Instruments and
Exchange Law of Japan (the "FIEL") and each underwriter has agreed that it will not offer or sell any notes,
directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means
any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to
others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an
exemption from the registration requirements of, and otherwise in compliance with, the FIEL and any other
applicable laws, regulations and ministerial guidelines of Japan.

The notes are not offered in or from Switzerland on the basis of a public offering and will not be listed on a
Swiss Exchange. Accordingly, this prospectus supplement and accompanying prospectus do not constitute a
prospectus as defined in art. 1156 of the Swiss Code of Obligations or a listing prospectus as defined in art. 32 of
the Listing Rules of the SIX Swiss Exchange. Any resales of the notes by the underwriters thereof may only be
undertaken on a private basis to selected individual investors. This prospectus supplement and accompanying
prospectus may not be copied, reproduced, distributed or passed on to others without our prior written consent.
By accepting this prospectus supplement and accompanying prospectus or by subscribing to the notes, investors
are deemed to have acknowledged and agreed to abide by these restrictions. Investors are advised to consult with
their financial, legal or tax advisers before investing in the notes.

The Goldman Sachs Group, Inc. estimates that its share of the total offering expenses, excluding
underwriting discounts and commissions, will be approximately $335,000.
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The Goldman Sachs Group, Inc. has agreed to indemnify the underwriter against certain liabilities, including
liabilities under the Securities Act of 1933.

The underwriters and their respective affiliates are full service financial institutions engaged in various
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activities, which may include securities trading, commercial and investment banking, financial advisory, investment
management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the
underwriters and their respective affiliates have, from time to time, performed, and may in the future perform,
various financial advisory and investment banking services for The Goldman Sachs Group, Inc. or its affiliates, for
which they received or will receive customary fees and expenses. Goldman, Sachs & Co., the lead underwriter, is
an affiliate of The Goldman Sachs Group, Inc. Please see "Plan of Distribution -- Conflicts of Interest" on
page 138 of the accompanying prospectus.

In the ordinary course of their various business activities, the underwriters and their respective affiliates may
make or hold a broad array of investments and actively trade debt and equity securities (or related derivative
securities) and financial instruments (including bank loans) for their own account and for the accounts of their
customers and such investment and securities activities may involve securities and/or instruments of the issuer.
The underwriters and their respective affiliates may also make investment recommendations and/or publish or
express independent research views in respect of such securities or instruments and may at any time hold, or
recommend to clients that they acquire, long and/or short positions in such securities and instruments. Such
investment and securities activities may involve securities and instruments of The Goldman Sachs Group, Inc.
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$2,750,000,000

The Goldman Sachs Group, Inc.

5.25% Notes due 2021

Goldman, Sachs & Co.
BB&T Capital Markets
BNY Mellon Capital Markets, LLC
Citi
http://www.sec.gov/Archives/edgar/data/886982/000095012311068357/y92147e424b2.htm[10/28/2011 9:01:50 AM]

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Fifth Third Securities, Inc.
FTN Financial Securities Corp.
KeyBanc Capital Markets
KKR
Morgan Keegan & Company, Inc.
Mizuho Securities USA Inc.
RBC Capital Markets
SunTrust Robinson Humphrey
US Bancorp
Wells Fargo Securities
Drexel Hamilton
Loop Capital Markets, LLC
Ramirez & Co., Inc.
The Williams Capital Group, L.P.

http://www.sec.gov/Archives/edgar/data/886982/000095012311068357/y92147e424b2.htm[10/28/2011 9:01:50 AM]

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