Obligation Goldman Sachs 2.046% ( US38147QPN06 ) en USD

Goldman Sachs

100 % ▼

Etas-Unis

US38147QPN06 ( en USD )

2.046% par an ( paiement semestriel )

30/08/2023 - Obligation échue

Prospectus brochure de l'obligation Goldman Sachs US38147QPN06 en USD 2.046%, échue

1 000 USD

15 000 000 USD

38147QPN0

BBB+ ( Qualité moyenne inférieure )

A2 ( 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 émise par Goldman Sachs ( Etas-Unis ) , en USD, avec le code ISIN US38147QPN06, paye un coupon de 2.046% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/08/2023

L'Obligation émise par Goldman Sachs ( Etas-Unis ) , en USD, avec le code ISIN US38147QPN06, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Goldman Sachs ( Etas-Unis ) , en USD, avec le code ISIN US38147QPN06, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

http://www.sec.gov/Archives/edgar/data/886982/000110465913067224/...
424B2 1 a13-17794_20424b2.htm PROSPECTUS SUPPLEMENT NO. 2365 DATED AUGUST 28, 2013
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Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-176914

The Goldman Sachs Group, Inc.
$15,000,000
Fixed and Floating Rate Notes due 2023
(Linked to the Non-Seasonally Adjusted U.S. City Average Al Items
Consumer Price Index for Al Urban Consumers)

We wil pay a fixed rate of interest at a rate of 4.00% per annum on the 30th of each month, commencing on September 30, 2013 to, and including,
August 30, 2014. After August 30, 2014, interest wil be payable on the 30th of each month, commencing on September 30, 2014 to, and including, the
stated maturity date (August 30, 2023), at a floating rate equal to the then-applicable annual inflation rate plus the spread of 1.40%, subject to the
minimum interest rate of 0.00% per annum and the maximum interest rate of 7.50% per annum. The annual inflation rate wil be determined by the
change in the level of the non-seasonally adjusted U.S. City Average Al Items Consumer Price Index for Al Urban Consumers (which we refer to as the
index) over the one-year period that ends three months prior to the related interest payment date (which we refer to as the annual inflation rate). The
notes wil mature on the stated maturity date. On the stated maturity date, you wil receive $1,000, plus any accrued and unpaid interest, for each
$1,000 of the face amount of your notes.
We wil calculate your monthly interest rate as fol ows for each monthly interest period commencing on or after August 30, 2014 to, but excluding,
the stated maturity date (each of which we refer to as a floating rate interest period): on each interest determination date, we wil first determine the
annual inflation rate by calculating the percentage increase or decrease in the level of the index from the level of the index as of the month that is fifteen
months prior to the relevant interest payment date to the level of the index as of the month that is three months prior to the relevant interest payment
date. With respect to any given monthly interest period during the floating rate interest period, the interest rate applicable to your notes wil equal the
annual inflation rate with respect to that interest period, plus the spread. The interest rate wil not be less than the minimum interest rate or more than
the maximum interest rate. Interest payments on your notes during the floating rate interest period, if any, wil reflect only the year-over-year
percentage change in the index as measured monthly with respect to the floating rate period. If the annual inflation rate decreases (i.e., is negative for
any floating rate period) by more than the spread of 1.40% for any monthly interest period during the floating rate interest period, you wil receive no
interest payments on your notes for such interest period.
The per annum interest rate on your notes for the floating rate interest periods wil be a rate equal to:
·
if the annual inflation rate on the interest determination date for a floating rate interest period plus the spread is less than the maximum interest

rate, the annual inflation rate on such interest determination date plus the spread, subject to the minimum interest rate; or
·
if the annual inflation rate on the interest determination date for a floating rate interest period plus the spread is equal to or greater than the

maximum interest rate, the maximum interest rate.
For the floating rate interest periods, even if the annual inflation rate on an interest determination date plus the spread is greater than 7.50%
per annum, the notes will accrue only 7.50% per annum in the applicable interest period.
Your investment in the notes involves certain risks, including, among other things, our credit risk. See page S-6. The notes are not
subject to a survivor's option to request repayment prior to the stated maturity date upon the death of a beneficial owner.
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. and taking into account our credit spreads) is equal to approximately $956 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.
On August 22, 2013, Moody's Investors Service ("Moody's") announced that it had placed the senior and subordinated debt ratings of the holding
companies of the largest U.S. banks under review as it considers reducing its government (or systemic) support assumptions to reflect the impact of
U.S. bank resolution policies. Four of these holding companies, including The Goldman Sachs Group, Inc., are under review for a credit ratings
downgrade by Moody's.
Original issue date:
August 30, 2013
Original issue price:
100.00% of the face amount

Underwriting discount:
2.267% of the face amount
Net proceeds to the issuer:
97.733% of the face amount

In addition to offers and sales at the initial price to public, the underwriters may offer the notes from time to time for sale in one or more
transactions at market prices prevailing at the time of sale, at prices related to market prices or at negotiated prices.
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.
Goldman, Sachs & Co.
Incapital LLC

Prospectus Supplement No. 2365 dated August 28, 2013.

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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.

About Your Notes

The notes are part of the Medium-Term Notes, Series D program of The Goldman Sachs Group, Inc. 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.

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SUMMARY INFORMATION

We refer to the notes we are offering by this prospectus supplement as the "offered notes" or the "notes". 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. Please note that in this section entitled "Specific Terms of Your Notes", references to "holders" mean those who
own notes registered in their own names, on the books that we or the trustee maintain for this purpose, and not those who own beneficial interests
in notes registered in street name or in notes issued in book-entry form through The Depository Trust Company. Please review the special
considerations that apply to owners of beneficial interests in the accompanying prospectus, under "Legal Ownership and Book-Entry Issuance".
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.

Index: the non-seasonally adjusted U.S. City Average Al Items Consumer Price Index for Al Urban Consumers (with the 1982-1984 average as the
base reference period), reported monthly by the Bureau of Labor Statistics (the "BLS") of the U.S. Department of Labor (Bloomberg symbol,
"CPURNSA") or any successor service or page; see "The Index" on page S19
Specified currency: U.S. dol ars ("$")
Face amount: each note wil have a face amount equal to $1,000, or integral multiples of $1,000 in excess thereof; $15,000,000 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 sel an additional
amount of the offered notes on a date subsequent to the date of this prospectus supplement
Denominations: $1,000 or integral multiples of $1,000 in excess thereof
Stated maturity date: August 30, 2023
Trade date: August 28, 2013
Original issue date (settlement date): August 30, 2013
Form of Notes: global form only
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.
Fixed interest rate: for the fixed rate interest periods, interest on the notes wil be 4.00% per annum
Fixed rate interest payment dates: monthly; the 30th of each month (except for the fixed rate interest payment date in February, which wil be the
last calendar day of such month) , commencing on September 30, 2013 to, and including, August 30, 2014
Fixed rate interest periods: monthly; the periods from and including a fixed rate interest payment date (or the original issue date, in the case of the
first fixed rate interest period) to but excluding the fol owing fixed rate interest payment date
Floating interest rate: for each floating rate interest period, the per annum interest rate on the notes wil be:
· if the annual inflation rate calculated on an interest determination date plus the spread is equal to or less than the minimum interest rate, the
minimum interest rate; or
· if the annual inflation rate calculated on an interest determination date plus the spread is greater than the minimum interest rate but less than
the maximum interest rate, the annual inflation rate plus the spread; or

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· if the annual inflation rate calculated on an interest determination date plus the spread is equal to or greater than the maximum interest rate, the
maximum interest rate.
Maximum interest rate: 7.50% per annum
Minimum interest rate: 0.00% per annum
Base rate for the floating rate interest periods: the annual inflation rate (as described under "Specific Terms of Your Notes -- Annual Inflation Rate"
on page S-13)
Spread: 1.40% per annum
Floating rate interest payment dates: monthly; the 30th of each month (except for the floating rate interest payment date in each February, which
wil be the last calendar day of such month), commencing on September 30, 2014 and ending on the stated maturity date
Floating rate interest periods: monthly; the periods from and including a floating rate interest payment date (or the final fixed rate interest payment
date, in the case of the first floating rate interest period) to but excluding the next succeeding floating rate interest payment date (or the stated maturity
date, in the case of the final floating rate interest period) are each a floating rate interest period
Business day convention: fol owing unadjusted; applicable to interest payment dates and floating rate interest reset dates
Interest determination dates: for each floating rate interest period, the fifth business day preceding the floating rate interest reset date
Floating rate interest reset dates: monthly; the 30th of each month (except for the floating rate interest reset date in each February, which wil be the
last calendar day of such month), commencing on September 30, 2014
Day count convention: 30/360 (ISDA)
Regular record dates: the scheduled business day immediately preceding each interest payment date
No listing: the notes wil not be listed or displayed on any securities exchange or interdealer market quotation system
No redemption: the notes wil not be subject to redemption right or price dependent redemption right
No survivor's option: the notes are not subject to repayment prior to the stated maturity upon the death of a beneficial owner
Business Day: New York business day.
Calculation agent: Goldman, Sachs & Co.
CUSIP no.: 38147QPN0
ISIN no.: US38147QPN06
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

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HYPOTHETICAL EXAMPLES
The fol owing table and examples are provided for purposes of il ustration only. They should not be taken as an indication or prediction of future
investment results and are intended merely to il ustrate the method we wil use to calculate the amount of interest accrued during each floating rate
interest period.
The table below is based on annual inflation rates that are entirely hypothetical; no one can predict what the level of the index wil be on any day,
and no one can predict the interest that wil accrue on your notes in any interest period during the floating rate interest periods.
For these reasons, the actual annual inflation rates, as wel as the interest payable on each floating rate interest payment date, may bear little
relation to the hypothetical table shown below or to the levels of the index and hypothetical interest rates shown elsewhere in this prospectus
supplement. For information about the annual inflation rates during recent periods, see "The Index -- Historical Levels of the Index" on page S-18.
Before investing in the offered notes, you should consult publicly available information to determine the levels of the index between the date of this
prospectus supplement and the date of your purchase of the offered notes.
The fol owing table il ustrates the method we wil use to calculate the interest rate at which interest wil accrue on each day included in each floating
rate interest period, subject to the key terms and assumptions below.
The percentage amounts in the left column of the table below represent hypothetical final annual inflation rates determined on a given interest
determination date. The right column of the table below represents the hypothetical interest, as a percentage of the face amount of each note, that
would be payable on a given floating rate interest payment date, based on the corresponding hypothetical annual inflation rate. The information in the
table also reflects the key terms and assumptions in the box below.
Key Terms and Assumption
Face amount
$1,000

Maximum interest rate
7.50% per annum

Minimum interest rate
0.00% per annum

Spread
1.40% per annum

The day count convention calculation results in an accrued interest factor of approximately 0.08333.
Also, the hypothetical examples shown below do not take into account the effects of applicable taxes.
Hypothetical interest amount payable on a
floating rate interest
Hypothetical Annual Inflation Rate
payment date (including the spread).

On or after September 30, 2014 to and
including the stated maturity date
(per annum)
-3.00%
0.00%*
-2.00%
0.00%*
-1.00%
0.40%
0.00%
1.40%
0.80%
2.20%
0.90%
2.30%
1.00%
2.40%
2.50%
3.90%
3.00%
4.40%
4.00%
5.40%
6.00%
7.40%
7.00%
7.50%**
8.00%
7.50%**
* Interest is floored at the minimum interest rate of 0.00% per annum for the floating rate interest payment dates.
** Interest is capped at the maximum interest rate of 7.50% per annum for the floating rate interest payment dates.

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For example, using the hypothetical index levels assumed below, the hypothetical interest rate payable on the notes for the floating rate interest
payment date fal ing on September 30, 2014, using the rates assumed below, would be 3.331% per annum. This hypothetical per annum interest rate
is calculated by inserting the fol owing index levels into the interest rate formula described under "Specific Terms of the Notes -- Annual Inflation
Rate":

CPI(t-3) = 238.012, which is assumed to be the index level for June 2014, the third calendar month prior to the interest payment date on September
30, 2014; and

CPI(t-15) = 233.504, which is the index level for June 2013, the fifteenth calendar month prior to the interest payment date on September 30, 2014,

so to determine the annual inflation rate with respect to the interest payment date on September 30, 2014,

(238.012--233.504) / 233.504 = 1.931%. Since the year-over-year annual inflation rate for June 2014 is 1.931%, the interest rate for the interest
payment due on September 30, 2014 would be

1.931% + 1.40% = 3.331% per annum, which is less than the maximum interest rate.

The interest payment on September 30, 2014 would be $1,000 times 3.331% times the accrued interest factor using the 30/360 (ISDA) day
count convention (or $1,000 times 0.278%).

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 economical y equivalent to the amounts that would be paid on a combination of an interest-bearing bond bought, and an
option bought, by the holder (with an implicit option premium paid over time by the holder). The discussion in this paragraph does not modify or affect
the terms of the notes or the United States income tax treatment of the notes, as described elsewhere in this prospectus supplement.

We cannot predict the actual annual levels of the index on any day or the market value of your notes, nor can we predict the relationship
between the actual annual inflation rate and the market value of your notes at any time prior to the stated maturity date. The actual interest payment
that a holder of the offered notes will receive on each floating rate interest payment date and the rate of return on the offered notes will depend on
the actual annual inflation rates determined by the calculation agent over the life of your notes. Moreover, the assumptions on which the
hypothetical table is based may turn out to be inaccurate. Consequently, the interest amount to be paid in respect of your notes on each floating
rate interest payment date may be very different from the information reflected in the table above.

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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 Floating
Rate Debt Securities" in the accompanying prospectus dated September 19, 2011. Your notes are a riskier investment than ordinary debt securities.
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. 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. The price at which Goldman, Sachs & Co.
wil buy or sel your notes at any time also wil reflect its 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 principal y 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 principally 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 sel your notes, you wil likely be charged a commission for secondary market transactions, or the price will 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.

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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.

The Notes Are Subject to the Credit Risk of the Issuer

Although the return on the notes wil be based, in part, on the performance of the annual inflation 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 all 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.

The Amount of Interest Payable On The Notes In Certain Interest Periods Is Capped

For each floating rate interest period commencing on or after August 30, 2014, on the applicable interest determination date, the annual inflation
rate plus the spread wil be subject to the maximum interest rate of 7.50% per annum, which wil limit the amount of interest you may receive on each
floating rate interest payment date. Thus, you wil not benefit from any increases in the annual inflation rate plus the spread above the maximum interest
rate. Accordingly, the notes may provide more or less interest income than an investment in a similar instrument.

In Periods of Deflation, the Interest Payable on Your Notes During Any
Floating Rate Interest Period May Be Zero

The interest payments on the notes during the floating rate interest periods are linked to year-over-year changes in the level of the index
determined during each floating rate interest period (the annual inflation rate). If the annual inflation rate for any floating rate interest period decreases
by more than the spread of 1.40% per annum, which may occur when there is deflation, investors in the notes wil receive no interest payment with
respect to such floating rate interest period. In no event, however, wil the monthly interest rate be less than 0.00% per annum.

The Interest Rate on the Notes During Any Floating Rate Interest Period May Be Below the Rate Otherwise Payable on Similar Floating Rate
Securities Issued by Us

If there are only minimal increases, no changes or decreases between the two levels of the index used to calculate the annual inflation rate during a
floating rate interest period, the interest rate on the notes may be below what we would currently expect to pay as of the date of this prospectus
supplement if we issued a floating rate debt instrument with terms similar to those of the notes. As a result, even if you receive interest payments during
some floating rate interest periods, the overal return you earn on your notes may be less than you would have earned by investing in a non-indexed
debt security of comparable maturity that bears interest at a prevailing market rate.

We May Sell an Additional Aggregate Face Amount of the Notes at a Different Issue Price

At our sole option, we may decide to sel an additional aggregate face amount of the notes subsequent to the date of this prospectus supplement.
The issue price of the notes in the subsequent sale may differ substantial y (higher or lower) from the issue price you paid as provided on the cover of
this prospectus supplement.

The Interest Payment During Any Floating Rate Interest Period is Linked to the Level of the Index on Specified Dates

The interest payment for any floating rate interest period is calculated based on the annual inflation rate, which is calculated based on the level of the
index for two specified months (i.e., the months that are three months and fifteen months, respectively, before each floating rate interest payment
date), and therefore not any simple performance of the index during the floating rate interest period. As a result, the annual inflation rate may not
accurately reflect the performance of the index during any or all of the floating rate interest periods. For example, if the two levels of the index used to
calculate the annual

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inflation rate for any floating rate interest period moved so that the difference between those two levels was zero or negative because of seasonality or
any other factor, the annual inflation rate calculated for purposes of the interest payment for such floating rate period, if any, may be significantly less
than it would have been had the amount been calculated using different months. In addition, even if there is a dramatic increase in the level of the index
immediately prior to the maturity of your notes, it wil not be reflected in any annual inflation rate calculation (including the annual inflation rate calculated
for the final floating rate interest period) because the latest index level used for any annual inflation rate calculation wil be that used for the final floating
rate interest period, which wil be the level of the index three months prior to the final floating rate interest payment date, which is also the stated
maturity date.

The Historical Levels of the Index and Annual Inflation Rates Are Not an Indication of the Future Levels of the Index and Annual Inflation
Rates

In the past, the level of the index and the annual inflation rate have experienced significant fluctuations. You should note that historical levels,
fluctuations and trends of the index and the annual inflation rate are not necessarily indicative of future levels. Any historical upward or downward trend
in the level of the index or the annual inflation rate is not an indication that the annual inflation rate is more or less likely to increase or decrease with
respect to a floating rate interest period, and you should not take the historical levels of the index and annual inflation rates as an indications of their
future performance.

The Market Value of Your Notes May Be Influenced by Many Factors That Are Unpredictable and Interrelated in Complex Ways

When we refer to the market value of your notes, we mean the value that you could receive for your notes if you chose to sel them in the open
market before the stated maturity date. A number of factors, many of which are beyond our control, wil influence the market value of your notes,
including:

·
the index level and the expected annual inflation rate;

·
consumer confidence in the United States economy;

·
real or perceived scarcity of consumer goods, global trade imbalances, scarcity of energy resources, availability of raw materials, and

other supply chain factors;

·
the volatility -- i.e., the frequency and magnitude of changes -- in the level of the index and annual inflation rate;

·
economic, financial, regulatory, political, military and other events that affect the level of the index and the annual inflation rate general y;

·
other interest rates and yield rates in the market;

·
the time remaining until your notes mature; and

·
our creditworthiness, whether actual or perceived, and including actual or anticipated upgrades or downgrades in our credit ratings or

changes in other credit measures.

These factors, and many other factors, wil influence the price you wil receive if you sel your notes before maturity, including the price you may
receive for your notes in any market making transaction. If you sel your notes before maturity, you may receive less than the face amount of your
notes.

You cannot predict the future levels of the index and annual inflation rate based on their historical fluctuations. The actual levels of the index and
annual inflation rate during the floating rate interest periods, as wel as the interest payable on each floating rate interest payment date may bear little
or no relation to the hypothetical levels of the index or annual inflation rate or to the hypothetical examples shown elsewhere in this prospectus
supplement.

If the Level of the Index or Annual Inflation Rate Changes, the Market Value of Your Notes May Not Change in the Same Manner

The price of your notes may move differently than the level of the index or the annual inflation rate. Changes in the level of the index or the annual
inflation rate may not result in a comparable change in the market value of your notes. We discuss some of the reasons for this disparity under "--The
Interest

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Table of Contents

Payment During Any Floating Rate Interest Period is Linked to the Level of the Index on Specified Dates" and "-- The Market Value of Your Notes
May Be Influenced by Many Factors That Are Unpredictable and Interrelated in Complex Ways" above.

Goldman Sachs' Anticipated Hedging Activities May Negatively Impact Investors in the Notes and Cause our Interests and Those of Our
Clients and Counterparties to be Contrary to Those of Investors in the Notes

Goldman Sachs expects to hedge our obligations under the notes by purchasing futures and/or other instruments linked to the index. We also
expect to adjust our hedge by, among other things, purchasing or sel ing any of the foregoing, and perhaps other instruments linked to the index, at any
time and from time to time, and to unwind the hedge by sel ing any of the foregoing on or before the final interest determination date for your notes. We
may also enter into, adjust and unwind hedging transactions relating to other rate-linked notes whose returns are linked to changes in the level of index.

Any of these hedging or other activities may adversely affect the levels of the index and therefore the market value of your notes and the amount
we wil pay on your notes. In addition, you should expect that these transactions wil cause Goldman Sachs or its clients or counterparties to have
economic interests and incentives that do not align with, and that may be directly contrary to, those of an investor in the notes. Goldman Sachs will have
no obligation to take, refrain from taking or cease taking any action with respect to these transactions based on the potential effect on an investor in the
notes, and may receive substantial returns on hedging or other activities while the value of your notes declines.

The Policies of the BLS and Changes that Affect the Index Could Affect the Interest Payment on Your Notes During Any Floating Rate
Interest Period and Their Market Value

The policies of the BLS concerning the calculation of the level of the index could affect the level of the index and, therefore, the annual inflation
rate and the interest payment on your notes on any floating rate interest payment date and the market value of your notes before that date. The
payment amount on your notes and their market value could also be affected if the BLS changes these policies, for example, by changing the manner
in which it calculates the level of the index, or if the BLS discontinues or suspends calculation or publication of the index, in which case it may become
difficult to determine the market value of your notes. If events such as these occur, or if the index level necessary to calculate the annual inflation rate
is not available for any other reason, the calculation agent -- which initial y wil be Goldman, Sachs & Co., our affiliate -- may determine the index
level and annual inflation rate -- and thus the interest payment on your notes on any floating rate interest payment date -- in a manner it considers
appropriate, in its sole discretion. We describe the discretion that the calculation agent wil have in determining the index level, annual inflation rate and
the interest payment on your notes during any floating rate interest period more ful y under "Specific Terms of Your Notes -- Discontinuance or
Modification of the Index" and "Specific Terms of Your Notes -- Role of Calculation Agent" below.

As Calculation Agent, Goldman, Sachs & Co. Will Have the Authority to Make Determinations that Could Affect the Value of Your Notes and
the Amount You May Receive On Any Interest Payment Date

As calculation agent for your notes, Goldman, Sachs & Co. wil have discretion in making certain determinations that affect your notes, including
determining the index level and annual inflation rate on any interest determination date, which we wil use to determine the amount we wil pay on any
applicable interest payment date during the floating rate interest periods. The exercise of this discretion by Goldman, Sachs & Co. could adversely
affect the value of your notes and may present Goldman, Sachs & Co. with a conflict of interest. We may change the calculation agent at any time
without notice and Goldman, Sachs & Co. may resign as calculation agent at any time upon 60 days' written notice to Goldman Sachs.

There Is No Affiliation between the BLS and Us, and We Are Not Responsible for Any Disclosure by the BLS

The index is currently calculated and published by the Bureau of Labor Statistics of the U.S. Department of Labor, a division of the U.S. federal
government. We have derived all information about

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