Bond The Goldman Sachs Group Inc 6.125% ( US38141GCU67 ) in USD

The Goldman Sachs Group Inc

100 % ▲

United States

US38141GCU67 ( in USD )

6.125% per year ( payment 2 times a year)

14/02/2033

Prospectus brochure of the bond The Goldman Sachs Group Inc US38141GCU67 en USD 6.125%, maturity 14/02/2033

1 000 USD

2 350 000 000 USD

38141GCU6

BBB+ ( Lower medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

15/08/2025 ( In 109 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 The Goldman Sachs Group Inc ( United States ) , in USD, with the ISIN code US38141GCU67, pays a coupon of 6.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/02/2033

The Bond issued by The Goldman Sachs Group Inc ( United States ) , in USD, with the ISIN code US38141GCU67, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by The Goldman Sachs Group Inc ( United States ) , in USD, with the ISIN code US38141GCU67, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

<DOCUMENT>
<TYPE>424B2
<SEQUENCE>1
<FILENAME>y83290bce424b2.txt
<DESCRIPTION>FILED PURSUANT TO RULE 424(B)(2)
<TEXT>
<PAGE>
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-63082
Prospectus Supplement to Prospectus dated June 25, 2001.
$2,000,000,000
THE GOLDMAN SACHS GROUP, INC.
6.125% Notes due 2033
[GOLDMAN SACHS LOGO]
------------------------
The Goldman Sachs Group, Inc. will pay interest on the notes on February 15
and August 15 of each year. The first such payment will be made on August 15,
2003. Goldman Sachs may redeem some or all of the notes at any time at the
redemption price described in this prospectus supplement. In addition, if
Goldman Sachs becomes obligated to pay additional amounts to non-U.S. investors
due to changes in U.S. withholding tax requirements, Goldman Sachs may redeem
all of 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. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
------------------------
<Table>
<Caption>
Per Note Total
-------- -----
<S> <C> <C>
Initial public offering price............................... 100.000% $2,000,000,000
Underwriting discount....................................... 0.875% $ 17,500,000
Proceeds, before expenses, to Goldman Sachs................. 99.125% $1,982,500,000
</Table>
The initial public offering price set forth above does not include accrued
interest, if any. Interest on the notes will accrue from February 13, 2003 and
must be paid by the purchaser if the notes are delivered after February 13,
2003.
------------------------
The underwriters expect to deliver the book-entry interests in the notes on
February 13, 2003 through the facilities of The Depository Trust Company against
payment in immediately available funds.
Goldman Sachs may use this prospectus in the initial sale of the notes. In
addition, Goldman, Sachs & Co. or any other affiliate of Goldman Sachs may use
this 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 is being used by them in a market-making transaction.
GOLDMAN, SACHS & CO.
<Table>
<S> <C>
ABN AMRO INCORPORATED
BANC ONE CAPITAL MARKETS, INC.
ING
BNY CAPITAL MARKETS, INC.
CREDIT AGRICOLE INDOSUEZ
DAIWA SECURITIES SMBC EUROPE
DEUTSCHE BANK SECURITIES
FLEET SECURITIES, INC.
JPMORGAN
MCDONALD INVESTMENTS INC.
SALOMON SMITH BARNEY
THE ROYAL BANK OF SCOTLAND
WACHOVIA SECURITIES
BANC OF AMERICA SECURITIES LLC
SANTANDER CENTRAL HISPANO
BNP PARIBAS
COMMERZBANK SECURITIES
CREDIT LYONNAIS SECURITIES
DANSKE BANK
DZ BANK AG
EDWARD D. JONES & CO., L.P.
LOOP CAPITAL MARKETS, LLC
ORMES CAPITAL MARKETS, INC.
SUNTRUST ROBINSON HUMPHREY
TOKYO-MITSUBISHI INTERNATIONAL PLC
</Table>
------------------------
Prospectus Supplement dated February 6, 2003, as amended on February 10, 2003.
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
(UNAUDITED)
<Table>
<Caption>
THREE MONTHS ENDED NINE MONTHS ENDED YEAR ENDED
AUGUST 30, 2002 AUGUST 30, 2002 NOVEMBER 30, 2001
------------------ ----------------- -----------------
<S> <C> <C>
1.35x 1.37x 1.24x
</Table>
For purposes of computing the ratio of earnings to fixed charges,
"earnings" represent pre-tax earnings plus fixed charges and "fixed charges"
represent interest expense plus that portion of rent expense that, in our
opinion, approximates the interest factor included in rent expense.

See "Ratio of Earnings to Fixed Charges" in the accompanying prospectus for
the ratio of earnings to fixed charges for the years ended November 29, 1996
through November 24, 2000.
------------------------
This prospectus supplement supersedes and replaces the previous prospectus
supplement and the amended prospectus supplement dated February 6, 2003 relating
to the notes offered hereby.
S-2
<PAGE>
SPECIFIC TERMS OF THE NOTES
Please note that in this section entitled "Specific Terms of the Notes",
references to "The Goldman Sachs Group, Inc.", "we", "our" and "us" mean only
The Goldman Sachs Group, Inc. and do not include its consolidated subsidiaries.
Also, in this section, references to "holders" mean The Depository Trust Company
or its nominee and not indirect owners who own beneficial interests in notes
through participants in The Depository Trust Company. Please review the special
considerations that apply to indirect owners in the attached prospectus, under
"Legal Ownership and Book-Entry Issuance".
The notes will be a series of senior debt securities issued under our
senior debt indenture. 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 attached prospectus. The terms described here supplement those
described in the attached 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 the notes we are offering will be as follows:
- TITLE OF THE NOTES: 6.125% Notes due 2033
- ISSUER OF THE NOTES: The Goldman Sachs Group, Inc.
- TOTAL PRINCIPAL AMOUNT BEING ISSUED: $2,000,000,000
- DUE DATE FOR PRINCIPAL: February 15, 2033
- INTEREST RATE: 6.125% annually
- DATE INTEREST STARTS ACCRUING: February 13, 2003
- DUE DATES FOR INTEREST: every February 15 and August 15
- FIRST DUE DATE FOR INTEREST: August 15, 2003
- REGULAR RECORD DATES FOR INTEREST: every February 1 and August 1
- 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 payments to non-U.S. investors, however, we will pay additional amounts
on those payments, but only to the extent described below under "-- Payment of
Additional Amounts".
- REDEMPTION: We will have the option to redeem the notes, in whole or in part,
at any time, at a redemption price equal to the greater of (1) 100% of the
principal amount of the notes to be redeemed or (2) as determined by the
quotation agent described below under "-- When We Can Redeem the Notes", the
sum of the present values of the remaining scheduled payments of principal and
interest on the notes to be redeemed, not including any portion of these
payments of interest accrued as of the date on which the notes are to be
redeemed, discounted to the date on which the notes are to be redeemed on a
semi-annual basis, assuming a 360-day year consisting of twelve 30-day months,
at the adjusted treasury rate described below under "-- When We Can Redeem the
Notes" plus 20 basis points, plus, in each case, accrued interest on the notes
to be redeemed to the date on which the notes are to be redeemed.
S-3
<PAGE>
- TAX REDEMPTION: We will have the option to redeem the notes before they
mature if we become obligated to pay additional amounts because of changes in
U.S. withholding tax requirements.
- REPAYMENT AT OPTION OF HOLDER: none
ADDITIONAL INFORMATION
ABOUT THE NOTES
BOOK-ENTRY NOTES
We will issue the notes only in book-entry form -- i.e., as global notes
registered in the name of The Depository Trust Company, New York, New York, 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 attached 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. Those organizations
include Euroclear and Clearstream, Luxembourg. See "Legal Ownership and
Book-Entry Issuance" in the attached 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 do so 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 United
States federal income tax purposes, a foreign 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 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:
S-4
<PAGE>
-- 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 domestic or foreign 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 owner 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, 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 the 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 (which term may
include us) and would not be imposed if made by another paying agent;
- where such withholding or deduction is imposed on a payment to an
individual and is required to be made pursuant to any European Union
Directive on the taxation of savings implementing the agreement reached
by the ECOFIN Council meeting on January 21, 2003, or any law
implementing or complying with, or introduced in order to conform to,
such directive;
- 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; 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 this purpose.
When we refer to a "U.S. taxing authority" in the discussion of additional
amounts above and in the discussion of redemption for tax reasons below, 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 other areas subject to the
jurisdiction of the United States of America.
S-5
<PAGE>
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.
OPTIONAL REDEMPTION
We will have the option to redeem the notes, in whole or in part, at our
option at any time, at a redemption price equal to the greater of (1) 100% of
the principal amount of the notes to be redeemed or (2) as determined by the
quotation agent described below, the sum of the present values of the remaining
scheduled payments of principal and interest on the notes to be redeemed, not
including any portion of these payments of interest accrued as of the date on
which the notes are to be redeemed, discounted to the date on which the notes
are to be redeemed on a semi-annual basis assuming a 360-day year consisting of
twelve 30-day months, at the adjusted treasury rate described below plus 20
basis points, plus, in each case, accrued interest on the notes to be redeemed
to the date on which the notes are to be redeemed.
We will utilize the following procedures to calculate the adjusted treasury
rate described in the previous paragraph. We will appoint Goldman, Sachs & Co.
or its successor and two or more other primary U.S. Government securities
dealers in New York City as reference dealers, and we will appoint Goldman,
Sachs & Co. or its successor to act as our quotation agent. If Goldman, Sachs &
Co. or its successor is no longer a primary U.S. Government securities dealer,
we will substitute another primary U.S. Government securities dealer in its
place as a reference dealer.
The quotation agent will select a United States Treasury security which has
a maturity comparable to the remaining maturity of our notes which would be used
in accordance with customary financial practice to price new issues of corporate
debt securities with a maturity comparable to the remaining maturity of our
notes. The reference dealers will provide us and the trustee with the bid and
asked prices for that comparable United States Treasury security as of 5:00 p.m.
on the third business day before the redemption date. We will calculate the
average of the bid and asked prices provided by each reference dealer, eliminate
the highest and the lowest reference dealer quotations and then calculate the
average of the remaining reference dealer quotations. However, if we obtain
fewer than three reference dealer quotations, we will calculate the average of
all the reference dealer quotations and not eliminate any quotations. We call
this average quotation the comparable treasury price. The adjusted treasury rate
will be the semi-annual equivalent yield to maturity of a security whose price,
expressed as a percentage of its principal amount, is equal to the comparable
treasury price.
TAX REDEMPTION
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
February 6, 2003. 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.
S-6
<PAGE>
REDEMPTION PROCEDURES
If we become entitled to redeem the notes in any of the above situations,
we may do so at any time on a redemption date of our choice. However, we must
give the holders of the notes 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 attached
prospectus.
We or our affiliates may purchase notes from investors who are willing to
sell from time to time, either in the open market at prevailing prices or in
private transactions at negotiated prices. For example, we currently expect
Goldman, Sachs & Co. and Goldman Sachs International to make a market in the
notes by purchasing and reselling notes from time to time. Notes that we or our
affiliates purchase may, at our or their discretion, be held, resold or
cancelled.
S-7
<PAGE>
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 Employee Retirement Income Security Act of 1974, as amended, which we
call "ERISA", and the Internal Revenue Code of 1986, as amended, prohibit
certain transactions involving the assets of an employee benefit plan and
certain persons who are "parties in interest" (within the meaning of ERISA) or
"disqualified persons" (within the meaning of the Internal Revenue Code) with
respect to the plan; governmental plans may be subject to similar prohibitions.
Therefore, a plan fiduciary considering purchasing notes should consider whether
the purchase or holding of the notes might constitute a "prohibited
transaction".
The Goldman Sachs Group, Inc. and certain of its affiliates may each be
considered a "party in interest" or a "disqualified person" with respect to many
employee benefit plans by reason of, for example, The Goldman Sachs Group, Inc.
(or its affiliate) providing services to such plans. Prohibited transactions
within the meaning of ERISA or the Internal Revenue Code may arise, for example,
if notes are acquired by or with the assets of a pension or other employee
benefit plan that is subject to the fiduciary responsibility provisions of ERISA
or Section 4975 of the Internal Revenue Code (including individual retirement
accounts and other plans described in Section 4975(e)(1) of the Internal Revenue
Code), which we call a "plan", and with respect to which The Goldman Sachs
Group, Inc. or any of its affiliates is a "party in interest" or a "disqualified
person", unless those notes are acquired under an exemption for transactions
effected on behalf of that plan by a "qualified professional asset manager" or
an "in-house asset manager", for transactions involving insurance company
general accounts, for transactions involving insurance company pooled separate
accounts, for transactions involving bank collective trusts, or under another
available exemption. The assets of a plan may include assets held in the general
account of an insurance company that are deemed to be "plan assets" under ERISA.
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 such
purchase, holding and exercise will not result in a non-exempt prohibited
transaction under ERISA or the Internal Revenue Code (or, with respect to a
governmental plan, under any similar applicable law or regulation).
If you are an insurance company or the fiduciary of a pension plan or an
employee benefit plan, and propose to invest in the notes, you should consult
your legal counsel.
S-8
<PAGE>
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 Goldman Sachs on a regular basis and
in a variety of matters, including offerings of our common stock and debt
securities. Sullivan & Cromwell LLP also performed services for The Goldman
Sachs Group, Inc. in connection with the offering of the securities described in
this prospectus supplement.
EXPERTS
The financial statements of Goldman Sachs as of November 30, 2001 and
November 24, 2000 and for each of the three years in the period ended November
30, 2001 incorporated by reference in this prospectus supplement and the
financial statement schedule incorporated by reference in this prospectus
supplement have been so incorporated in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
The historical income statement, balance sheet and common share data set
forth in "Selected Consolidated Financial Data" for each of the five fiscal
years in the period ended November 30, 2001 incorporated by reference in this
prospectus supplement have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
With respect to the unaudited condensed consolidated financial statements
of Goldman Sachs as of and for the three months ended February 22, 2002 and for
the three months ended February 23, 2001 incorporated by reference in this
prospectus supplement, the unaudited condensed consolidated financial statements
of Goldman Sachs as of and for the three and six months ended May 31, 2002 and
for the three and six months ended May 25, 2001 incorporated by reference in
this prospectus supplement and the unaudited condensed consolidated financial
statements of Goldman Sachs as of and for the three and nine months ended August
30, 2002 and for the three and nine months ended August 31, 2001 incorporated by
reference in this prospectus supplement, PricewaterhouseCoopers LLP reported
that they have applied limited procedures in accordance with professional
standards for a review of such information. However, their separate reports
dated April 2, 2002, July 9, 2002 and October 10, 2002 incorporated by reference
herein state that they did not audit and they do not express an opinion on the
unaudited condensed consolidated financial statements. Accordingly, the degree
of reliance on their reports on such information should be restricted in light
of the limited nature of the review procedures applied. PricewaterhouseCoopers
LLP is not subject to the liability provisions of Section 11 of the Securities
Act of 1933 for their reports on the unaudited condensed consolidated financial
statements because these reports are not "reports" or a "part" of the
registration statements prepared or certified by PricewaterhouseCoopers LLP
within the meaning of Sections 7 and 11 of the Securities Act of 1933.
S-9
<PAGE>
UNDERWRITING
The Goldman Sachs Group, Inc. and the underwriters for this offering named
below have entered into a pricing 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.
<Table>
<Caption>
Principal Amount
Underwriters of Notes
------------ ----------------

<S> <C>
Goldman, Sachs & Co. ....................................... $1,600,000,000
ABN AMRO Incorporated....................................... 16,000,000
Banc of America Securities LLC.............................. 16,000,000
Banc One Capital Markets, Inc. ............................. 16,000,000
Banco Santander Central Hispano, S.A. ...................... 16,000,000
Bank Brussels Lambert S.A. ................................. 16,000,000
BNP Paribas Securities Corp. ............................... 16,000,000
BNY Capital Markets, Inc. .................................. 16,000,000
Commerzbank Capital Markets Corp. .......................... 16,000,000
Credit Agricole Indosuez.................................... 16,000,000
Credit Lyonnais Securities (USA) Inc. ...................... 16,000,000
Daiwa Securities SMBC Europe Limited........................ 16,000,000
Danske Bank A/S............................................. 16,000,000
Deutsche Bank Securities Inc. .............................. 16,000,000
DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt
am Main................................................... 16,000,000
Fleet Securities, Inc. ..................................... 16,000,000
Edward D. Jones & Co., L.P. ................................ 16,000,000
J.P. Morgan Securities Inc. ................................ 16,000,000
Loop Capital Markets, LLC................................... 16,000,000
McDonald Investments Inc., A KeyCorp Company................ 16,000,000
Ormes Capital Markets, Inc. ................................ 16,000,000
Salomon Smith Barney Inc. .................................. 16,000,000
SunTrust Capital Markets, Inc. ............................. 16,000,000
The Royal Bank of Scotland plc.............................. 16,000,000
Tokyo-Mitsubishi International plc.......................... 16,000,000
Wachovia Securities, Inc. .................................. 16,000,000
--------------
Total............................................. $2,000,000,000
==============
</Table>
Notes sold by the underwriters to the public will initially be offered at
the initial public offering price set forth on the cover of this prospectus. Any
notes sold by the underwriters to securities dealers may be sold at a discount
from the initial public offering price of up to 0.500% 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 public offering price of up to 0.250% of the principal amount of the
notes. If all the notes are not sold at the initial public offering price, the
underwriters may change the initial public offering price and the other selling
terms.
The underwriters intend to offer the notes for sale primarily 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.
The notes are a new issue of securities with no established trading market.
The Goldman Sachs Group, Inc. has been advised by Goldman, Sachs & Co. and
Goldman Sachs International that Goldman, Sachs & Co. and Goldman Sachs
International intend to make a market in the
S-10
<PAGE>
notes. Other affiliates of The Goldman Sachs Group, Inc. may also do so. Neither
Goldman, Sachs & Co., 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.
Please note that the information about the original issue date, original
issue price 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.
None of the named underwriters is permitted to sell notes in this offering
to an account over which it exercises discretionary authority without the prior
written approval of the customer to which the account relates.
Each underwriter has represented, warranted and agreed that (i) it has not
offered or sold and, prior to the expiry of a period of six months from the
issue date of such notes, will not offer or sell any notes to persons in the
United Kingdom except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or agent)
for the purposes of their businesses or otherwise in circumstances which have
not resulted and will not result in an offer to the public in the United Kingdom
within the meaning of the Public Offers of Securities Regulations 1995, (ii) it
has only communicated or caused to be communicated and will only communicate or
cause to be communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the Financial Services and Markets
Act 2000 (the "FSMA")) received by it in connection with the issue or sale of
any notes in circumstances in which section 21(1) of the FSMA does not apply to
The Goldman Sachs Group, Inc. and (iii) 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.
Each underwriter has represented and agreed that it will not offer, sell,
transfer or deliver the notes in or from The Netherlands, as part of their
initial distribution or as part of any re-offering, and neither this prospectus
supplement, the accompanying prospectus nor any other document in respect of the
offering may be distributed or circulated in The Netherlands, other than to
individuals or legal entities which include, but are not limited to, banks,
brokers, dealers, institutional investors and undertakings with a treasury
department, who or which trade or invest in securities in the conduct of a
business or profession.
The Goldman Sachs Group, Inc. estimates that its share of the total
offering expenses, excluding underwriting discounts and commissions, whether
paid to Goldman, Sachs & Co. or any other underwriter, will be approximately
$310,000.
The Goldman Sachs Group, Inc. has agreed to indemnify the several

underwriters against certain liabilities, including liabilities under the
Securities Act of 1933.
Certain of the underwriters and their affiliates have in the past provided,
and may in the future from time to time provide, investment banking and general
financing and banking services to The Goldman Sachs Group, Inc. and its
affiliates, for which they have in the past received, and may in the future
receive, customary fees. The Goldman Sachs Group, Inc. and its affiliates have
in the past provided, and may in the future from time to time provide, similar
services to the underwriters and their affiliates on customary terms and for
customary fees.
S-11
<PAGE>
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No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You must
not rely on any unauthorized information or representations. This 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 is current only as of its date.
------------------
TABLE OF CONTENTS
Prospectus Supplement
<Table>
<Caption>
Page
----
<S> <C>
Ratio of Earnings to Fixed Charges.... S-2
Specific Terms of the Notes........... S-3
Employee Retirement Income Security
Act................................. S-8
Validity of the Notes................. S-9
Experts............................... S-9
Underwriting.......................... S-10
Prospectus
Available Information................. 2
Prospectus Summary.................... 4
Ratio of Earnings to Fixed Charges.... 7
Description of Debt Securities We May
Offer............................... 8
Description of Warrants We May
Offer............................... 31
Description of Purchase Contracts We
May Offer........................... 49
Description of Units We May Offer..... 54
Description of Preferred Stock We May
Offer............................... 60
Description of Capital Stock.......... 67
Legal Ownership and Book-Entry
Issuance............................ 73
Considerations Relating to Securities
Issued in Bearer Form............... 79
Considerations Relating to Indexed
Securities.......................... 83
Considerations Relating to Securities
Denominated or Payable in or Linked
to a Non-U.S. Dollar Currency....... 86
United States Taxation................ 89
Plan of Distribution.................. 109
Employee Retirement Income Security
Act................................. 111
Validity of the Securities............ 112
Experts............................... 112
Cautionary Statement Pursuant to the
Private Securities Litigation Reform
Act of 1995......................... 113
</Table>
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$2,000,000,000
THE GOLDMAN SACHS
GROUP, INC.
6.125% Notes due 2033
------------------
[GOLDMAN SACHS LOGO]
------------------
GOLDMAN, SACHS & CO.
ABN AMRO INCORPORATED
BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
SANTANDER CENTRAL HISPANO
ING
BNP PARIBAS
BNY CAPITAL MARKETS, INC.
COMMERZBANK SECURITIES
CREDIT AGRICOLE INDOSUEZ
CREDIT LYONNAIS SECURITIES
DAIWA SECURITIES SMBC EUROPE
DANSKE BANK
DEUTSCHE BANK SECURITIES
DZ BANK AG
FLEET SECURITIES, INC.
EDWARD D. JONES & CO., L.P.

JPMORGAN
LOOP CAPITAL MARKETS, LLC
MCDONALD INVESTMENTS INC.
ORMES CAPITAL MARKETS, INC.
SALOMON SMITH BARNEY
SUNTRUST ROBINSON HUMPHREY
THE ROYAL BANK OF SCOTLAND
TOKYO-MITSUBISHI INTERNATIONAL PLC
WACHOVIA SECURITIES
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</TEXT>
</DOCUMENT>