Obligation Goldman Sachs 1.32% ( US38141GNA84 ) en USD

Goldman Sachs

79.5 % ⇌

Etats-unis

US38141GNA84 ( en USD )

1.32% par an ( paiement semestriel )

05/02/2028

Prospectus brochure de l'obligation Goldman Sachs US38141GNA84 en USD 1.32%, échéance 05/02/2028

/

/

38141GNA8

BBB+ ( Qualité moyenne inférieure )

05/08/2025 ( Dans 163 jours )

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 émise par Goldman Sachs ( Etats-unis ) , en USD, avec le code ISIN US38141GNA84, paye un coupon de 1.32% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 05/02/2028
L'Obligation émise par Goldman Sachs ( Etats-unis ) , en USD, avec le code ISIN US38141GNA84, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement No. 1969 dated January 31, 2013
http://www.sec.gov/Archives/edgar/data/886982/000119312513036660/d479631d424b2.htm
424B2 1 d479631d424b2.htm PROSPECTUS SUPPLEMENT NO. 1969 DATED JANUARY 31, 2013
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-176914
Prospectus Supplement to the Prospectus dated September 19, 2011
and the Prospectus Supplement dated September 19, 2011 -- No. 1969

The Goldman Sachs Group, Inc.

$2,600,000
Cal able Quarterly CMS Spread-Linked Medium-Term Notes,
Series D, due 2028

The notes wil mature on the stated maturity date (February 5, 2028).
We may redeem your notes at 100% of their face amount plus any accrued and unpaid interest on any quarterly interest payment date on or after
February 5, 2014.
On the stated maturity date, we wil pay you an amount in cash equal to the face amount of your notes plus accrued and unpaid interest, if any. The notes
wil pay interest quarterly, beginning May 5, 2013. For each of the first four interest periods, interest wil be paid at a rate of 9.00% per annum. For each interest
period thereafter, the amount of interest you wil be paid each quarter wil be based on the product of 4 times the CMS spread (the difference between the
30-year CMS rate minus the 5-year CMS rate on the relevant interest determination date, which wil be the second U.S. Government securities business day
preceding the respective interest period) minus 0.20%, subject to the maximum interest rate of 9.25% per annum.
For each quarterly interest period after the fourth interest period, the interest rate per annum for such interest period wil equal:

·
if (i) the CMS spread minus 0.20% times (ii) 4 is greater than or equal to 9.25%, the maximum interest rate of 9.25%;

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

·
if (i) the CMS spread minus 0.20% times (ii) 4 is equal to or less than 0%, 0%.
After the first four interest periods, if on any interest determination date the 30-year CMS rate does not exceed the 5-year CMS rate by more
than 0.20%, you will receive no interest on your notes for such interest period, even if the CMS spread minus 0.20% on subsequent days is greater
than 0%. Furthermore, after the first four interest periods, the interest rate per annum will be subject to a maximum interest rate of 9.25%.
Your investment in the notes involves certain risks, including, among other things, our credit risk. See page S-4.
The foregoing is only a brief summary of the terms of your notes. You should read the additional disclosure provided herein so that you my better
understand the terms and risks of your investment.
1 of 45
2/4/2013 4:08 PM

Prospectus Supplement No. 1969 dated January 31, 2013
http://www.sec.gov/Archives/edgar/data/886982/000119312513036660/d479631d424b2.htm
The estimated value of your notes at the time the terms of your notes were set on the trade date (as determined by reference to pricing models
used by Goldman, Sachs & Co. and taking into account our credit spreads) was equal to approximately $909 per $1,000 face amount, which is less
than the original issue price. The value of your notes at any time will reflect many factors and cannot be predicted.

Original issue date: February 5, 2013
Underwriting discount: 4.55% of the face amount
Original issue price: 100% of the face amount
Net proceeds to issuer: 95.45% of the face amount
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this prospectus supplement, the accompanying prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense. The notes are not bank deposits and are not insured by the Federal Deposit Insurance
Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.

Prospectus Supplement dated January 31, 2013.
2 of 45
2/4/2013 4:08 PM

Prospectus Supplement No. 1969 dated January 31, 2013
http://www.sec.gov/Archives/edgar/data/886982/000119312513036660/d479631d424b2.htm
Table of Contents
The issue price, underwriting discount and net proceeds listed on the cover page hereof relate to the notes we sel initial y. We may decide to sel additional
notes after the date of this prospectus supplement, at issue prices and with underwriting discounts and net proceeds that differ from the amounts set forth above.
The return (whether positive or negative) on your investment in notes wil depend in part on the issue price you pay for such notes.
Goldman Sachs may use this prospectus supplement in the initial sale of the offered notes. In addition, Goldman, Sachs & Co., or any other affiliate of
Goldman Sachs may use this prospectus supplement in a market-making transaction in a note after its initial sale. Unless Goldman Sachs or its agent informs
the purchaser otherwise in the confirmation of sale, this prospectus supplement is being used in a market-making transaction.
3 of 45
2/4/2013 4:08 PM

Prospectus Supplement No. 1969 dated January 31, 2013
http://www.sec.gov/Archives/edgar/data/886982/000119312513036660/d479631d424b2.htm
Table of Contents
SUMMARY INFORMATION

We refer to the notes we are offering by this prospectus supplement as the "offered notes" or the "notes". Each of the offered notes, including your notes,
has the terms described below and under "Specific Terms of Your Notes" on page S-10. Please note that in this prospectus supplement, references to
"The Goldman Sachs Group, Inc.", "we", "our" and "us" mean only The Goldman Sachs Group, Inc. and do not include its consolidated subsidiaries.
Also, references to the "accompanying prospectus" mean the accompanying prospectus, dated September 19, 2011 as supplemented by the
accompanying prospectus supplement, dated September 19, 2011, relating to Medium-Term Notes, Series D, of The Goldman Sachs Group, Inc.
References to the "indenture" in this prospectus supplement mean the senior debt indenture, dated July 16, 2008, between The Goldman Sachs Group,
Inc. and The Bank of New York Mellon, as trustee.
Key Terms
Issuer: The Goldman Sachs Group, Inc.
CMS spread: on any interest determination date, the difference of the 30-year CMS rate minus the 5-year CMS rate.
30-year CMS rate: for any interest determination date, the 30-year U.S. dol ar interest rate swap rate (as described on page S-11) on such day, subject to
adjustment as described elsewhere in this prospectus supplement
5-year CMS rate: for any interest determination date, the 5-year U.S. dol ar interest rate swap rate (as described on page S-11) on such day, subject to
adjustment as described elsewhere in this prospectus supplement
Face amount: each note wil have a face amount equal to $1,000; $2,600,000 in the aggregate for al the offered notes; the aggregate face amount of the
offered notes may be increased if the issuer, at its sole option, decides to sel an additional amount of the offered notes on a date subsequent to the date of this
prospectus supplement
Supplemental discussion of U.S. federal income tax consequences: We intend to treat the notes as debt instruments subject to the special rules governing
contingent payment debt instruments for U.S. federal income tax purposes. Under this treatment, it is the opinion of Sidley Austin LLP that if you are a U.S.
individual or taxable entity, you generally should be required to pay taxes on ordinary income from the notes over their term based on the comparable yield for the
notes, subject to any positive and negative adjustments based on the actual interest payments on the notes. In addition, any gain you may recognize on the sale
or maturity of the notes wil be taxed as ordinary interest income.
Trade date: January 31, 2013
Original issue date (settlement date): February 5, 2013
Stated maturity date: February 5, 2028, subject to our early redemption right and to adjustment as described under "Specific Terms of Your Notes -- Payment
of Principal on Stated Maturity Date -- Stated Maturity Date" on page S-11
Specified currency: U.S. dol ars ("$")
Denominations: $1,000 or integral multiples of $1,000 in excess thereof
4 of 45
2/4/2013 4:08 PM

Prospectus Supplement No. 1969 dated January 31, 2013
http://www.sec.gov/Archives/edgar/data/886982/000119312513036660/d479631d424b2.htm
Interest payment dates: expected to be February 5, May 5, August 5 and November 5 of each year, beginning on May 5, 2013, and ending on the stated
maturity date, subject to adjustments as described elsewhere in the prospectus supplement
Early redemption: we have the right to redeem your notes, in whole but not in part, at a price equal to 100% of the face amount plus accrued and unpaid
interest, on each interest payment date on or after February 5, 2014, subject to five business days' prior notice
Interest rate: for the first four interest periods, the interest rate wil be 9.00% per annum. For each interest period thereafter, subject to our early redemption
right, the interest rate wil be based upon the CMS spread on the relevant interest determination date for such interest period and wil be a rate per annum equal
to:

S-2
5 of 45
2/4/2013 4:08 PM

Prospectus Supplement No. 1969 dated January 31, 2013
http://www.sec.gov/Archives/edgar/data/886982/000119312513036660/d479631d424b2.htm
Table of Contents
·
if (i) the CMS spread minus 0.20% times (ii) 4 is greater than or equal to the maximum interest rate: the maximum interest rate;

·
if (i) the CMS spread minus 0.20% times (ii) 4 is less than the maximum interest rate but greater than 0%: (i) the CMS spread minus 0.20% times (i ) 4; or

·
if (i) the CMS spread minus 0.20% times (ii) 4 is equal to or less than 0%: 0%
Maximum interest rate: 9.25% per annum
Day count convention: 30/360 (ISDA)
Business day convention: fol owing unadjusted
Regular record dates: the scheduled business day immediately preceding each interest payment date
Defeasance: not applicable
No listing: the offered notes wil not be listed or displayed on any securities exchange or interdealer market quotation system
Business day: as described on page S-13
U.S. Government securities business day: any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association
recommends that the fixed income department of its members be closed for the entire day for purposes of trading in U.S. government securities
Interest determination dates: for each interest period after the first four interest periods, the second U.S. Government securities business day preceding such
interest period
Interest period: the period from and including each interest payment date (or the original issue date, in the case of the initial interest period) to but excluding the
next succeeding interest payment date (or the stated maturity date, in the case of the final interest period)
FDIC: The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation (the "FDIC") or any other governmental agency, nor are
they obligations of, or guaranteed by, a bank
Calculation agent: Goldman, Sachs & Co.
CUSIP no.: 38141GNA8
ISIN no.: US38141GNA84

S-3
6 of 45
2/4/2013 4:08 PM

Prospectus Supplement No. 1969 dated January 31, 2013
http://www.sec.gov/Archives/edgar/data/886982/000119312513036660/d479631d424b2.htm
Table of Contents
ADDITIONAL RISK FACTORS SPECIFIC TO YOUR NOTES

An investment in your notes is subject to the risks described below, as well as the risks described under "Considerations Relating to Indexed Securities" in
the accompanying prospectus dated September 19, 2011. You should carefully review these risks as well as the terms of the notes described herein and in
the accompanying prospectus, dated September 19, 2011, as supplemented by the accompanying prospectus supplement, dated September 19, 2011, of
The Goldman Sachs Group, Inc. Your notes are a riskier investment than ordinary debt securities. You should carefully consider whether the offered notes
are suited to your particular circumstances.
The Estimated Value of Your Notes At the Time the Terms of Your 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
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 wil be affected by
changes in market conditions, our creditworthiness and other relevant factors. If Goldman, Sachs & Co. buys or sel s your notes it wil do so at prices that reflect
the estimated value determined by reference to such pricing models at that time, plus or minus then current bid and ask spread for similar sized trades of
structured notes.
In estimating the value of your notes as of the time the terms of your notes were set on the trade date, as disclosed on the front cover of this prospectus
supplement, Goldman, Sachs & Co.'s pricing models consider certain variables, including principally our credit spreads, interest rates (forecasted, current and
historical rates), volatility, price-sensitivity analysis and the time to maturity of the notes. These pricing models are proprietary and rely in part on certain
assumptions about future events, which may prove to be incorrect. As a result, the actual value you would receive if you sold your notes in the secondary market,
if any, to others may differ, perhaps material y, from the estimated value of your notes determined by reference to our models due to, among other things, any
differences in pricing models or assumptions used by others. See "-- The Market Value of Your Notes May Be Influenced by Many Factors That Are
Unpredictable and Interrelated in Complex Ways" below.
The difference between the estimated value of your notes as of the time the terms of your notes were set on the trade date and the original issue price is a
result of certain factors, including principal y the underwriting discount and commissions, the expenses incurred in creating, documenting and marketing the notes,
and an estimate of the difference between the amounts we pay to Goldman, Sachs & Co. and the amounts Goldman, Sachs & Co. pays to us in connection with
your notes. We pay to Goldman, Sachs & Co. amounts based on what we would pay to holders of a non-structured note with a similar maturity. In return for such
payment, Goldman, Sachs & Co. pays to us the amounts we owe under your notes.
In addition to the factors discussed above, the value and quoted price of your notes at any time wil reflect many factors and cannot be predicted. If
Goldman, Sachs & Co. makes a market in the notes, the price quoted by Goldman, Sachs & Co. would reflect any changes in market conditions and other
relevant factors, including any deterioration in our creditworthiness or perceived creditworthiness. These changes may adversely affect the value of your notes,
including the price you may receive for your notes in any market making transaction. To the extent that Goldman, Sachs & Co. makes a market in the notes, the
quoted price wil reflect the estimated value determined by reference to Goldman, Sachs & Co.'s pricing models at that time, plus or minus its then current bid and
ask spread for similar sized trades of structured notes.
Furthermore, if you sell your notes, you will likely be charged a commission for secondary

7 of 45
2/4/2013 4:08 PM

Prospectus Supplement No. 1969 dated January 31, 2013
http://www.sec.gov/Archives/edgar/data/886982/000119312513036660/d479631d424b2.htm
S-4
8 of 45
2/4/2013 4:08 PM

Prospectus Supplement No. 1969 dated January 31, 2013
http://www.sec.gov/Archives/edgar/data/886982/000119312513036660/d479631d424b2.htm
Table of Contents
market transactions, or the price wil likely reflect a dealer discount. This commission or discount wil further reduce the proceeds you would receive for your notes
in a secondary market sale.
There is no assurance that Goldman, Sachs & Co. or any other party wil be wil ing to purchase your notes at any price and, in this regard, Goldman,
Sachs & Co. is not obligated to make a market in the notes. See "-- Your Notes May Not Have an Active Trading Market" below.
Furthermore, if you sel your notes, you wil likely be charged a commission for secondary market transactions, or the price wil likely reflect a dealer
discount.
There is no assurance that Goldman, Sachs & Co. or any other party wil be wil ing to purchase your notes; and, in this regard, Goldman, Sachs & Co. is
not obligated to make a market in the notes. See "-- Your Notes May Not Have an Active Trading Market" below.
The Notes Are Subject to the Credit Risk of the Issuer
Although the return on the notes wil be based in part on the relationship between the 5-year CMS rate and the 30-year CMS rate, the payment of any
amount due on the notes is subject to our credit risk. The notes are our unsecured obligations. Investors are dependent on our ability to pay al amounts due on
the notes, and therefore investors are subject to our credit risk and to changes in the market's view of our creditworthiness. See "Description of the Notes We
May Offer -- Information About Our Medium-Term Notes, Series D Program -- How the Notes Rank Against Other Debt" on page S-4 of the accompanying
prospectus supplement.
If the CMS Spread Changes, the Market Value of Your Notes May Not Change in the Same Manner
The price of your notes may move differently than the CMS spread. The CMS spread wil vary during the term of the notes based on the relationship
between the 5-year CMS rate and the 30-year CMS rate as wel as the market's expectation of this relationship in the future. Changes in the CMS spread may
not result in a comparable change in the market value of your notes. Even if the CMS spread less 0.20% is greater than 0% during some portion of the life of the
offered notes after the first four interest periods, the market value of your notes may not increase in the same manner. We discuss some of the reasons for this
disparity under "-- The Market Value of Your Notes May Be Influenced by Many Factors That Are Unpredictable and Interrelated in Complex Ways" above.
Because of the long-dated maturity of your notes, the expected future performance of the CMS spread wil have a greater impact on the market value of
your notes than if your notes had an earlier maturity date. In particular, the expected future performance of the CMS spread may cause the market value of your
notes to decrease even though the CMS spread minus 0.20% may be greater than 0% during some portion of the life of the offered notes. Moreover,
expectations about the performance of the CMS spread in the future are subject to a great degree of uncertainty and may be based on assumptions about the
future that may prove to be incorrect. Even if the expected future performance of the CMS spread is favorable to your notes, this uncertainty may result in market
participants substantial y discounting this future performance when determining the market value of your notes.
If the CMS Spread Minus 0.20% Is Less than or Equal to 0% on the Relevant Interest Determination Date for Any Interest Period After the First Four
Interest Periods, No Interest Will Be Paid for that Interest Period
Because of the formula used to calculate the interest rate applicable to your notes, in the event that on the relevant interest determination date for any
interest period after the first four interest periods the 30-year CMS rate does not exceed the 5-year CMS rate by more than 0.20%, no interest wil be paid for
such interest period, even if the CMS spread minus 0.20% on subsequent days is greater than 0%. Therefore, if the 30-year CMS rate does not exceed the
5-year CMS rate by more than 0.20%, for a prolonged period of time over the life of your notes after the first four interest periods, including interest
determination dates, you wil receive no interest during the affected interest periods. In such case, even if you receive some interest payments on some or al of
9 of 45
2/4/2013 4:08 PM

Prospectus Supplement No. 1969 dated January 31, 2013
http://www.sec.gov/Archives/edgar/data/886982/000119312513036660/d479631d424b2.htm
the interest

S-5
10 of 45
2/4/2013 4:08 PM