-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WQHbCjxBilxC+/XAu9WS9z2xogQB34RTi67wtQB3xZVFcEk/GuHb0LAcHkouGQyl xJZ/PfVv9X/ZvnfWCFXGVA== 0001193125-11-036645.txt : 20110215 0001193125-11-036645.hdr.sgml : 20110215 20110215145642 ACCESSION NUMBER: 0001193125-11-036645 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110215 DATE AS OF CHANGE: 20110215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 134019460 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154173 FILM NUMBER: 11613848 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 FORMER COMPANY: FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/ DATE OF NAME CHANGE: 20010104 424B2 1 d424b2.htm PRICING SUPPLEMENT NO. 727 DATED FEBRUARY 11, 2011 Pricing Supplement No. 727 dated February 11, 2011
Table of Contents

Pricing Supplement No. 727 dated February 11, 2011

To the Prospectus dated April 6, 2009,

the Prospectus Supplement dated April  6, 2009, and

the Prospectus Supplement No. 204 dated October 2, 2009

  

Filed Pursuant to Rule 424(b)(2)

Registration Statement No. 333-154173

 

LOGO   

The Goldman Sachs Group, Inc.

Medium-Term Notes, Series D

$11,616,000

Index-Linked Trigger Notes due 2012

(Linked to the S&P 500® Index)

General

The notes do not bear interest. The amount that you will be paid on your notes on the stated maturity date (February 29, 2012, subject to adjustment) is based on the performance of the S&P 500® Index (which we refer to as the index or underlier), as measured from the trade date (February 11, 2011) to the determination date (February 24, 2012, subject to adjustment). The return on your notes at maturity will be based on the performance of the index and whether a trigger event has occurred. A trigger event will occur if the closing level of the index has declined, as compared to the initial index level, by more than the trigger buffer amount of 20% during the measurement period. The measurement period will be every trading day from but excluding the trade date to and including the determination date. If a trigger event occurs during the measurement period, you could lose your entire investment in the notes if the index level decreases to zero. Additionally, the amount you receive for each $1,000 face amount of your notes at maturity is subject to a maximum settlement amount of $1,200.

On the stated maturity date, for each $1,000 face amount of your notes we will pay you an amount in cash equal to the cash settlement amount. We will determine the cash settlement amount by first calculating the percentage increase or decrease in the index, which we refer to as the index return.

The index return will be determined as follows: First, we will subtract the initial index level of 1,329.15 from the final index level (which will be the closing level of the index on the determination date, subject to adjustment). Then, we will divide the result by the initial index level, and express the resulting fraction as a percentage.

The cash settlement amount for each note will then be calculated as follows:

•    if a trigger event occurs during the measurement period, and:

   

if the index return is positive (the final index level is greater than the initial index level), an amount in cash equal to the sum of (i) $1,000 plus (ii) the product of the index return multiplied by $1,000, subject to the maximum settlement amount;

 
   

if the index return is zero or negative (the final index level is equal to or less than the initial index level), an amount in cash equal to the sum of (i) $1,000 plus (ii) the product of the index return, multiplied by $1,000; or

 

•    if a trigger event does not occur during the measurement period, an amount in cash equal to the sum of (i) $1,000 plus (ii) the greater of:

   

the product of the index return multiplied by $1,000, subject to the maximum settlement amount; or

 
   

the product of the contingent minimum return of 0.45% multiplied by $1,000.

 

You could lose your entire investment in the notes if the final index level is zero. If a trigger event occurs during the measurement period and the final index level is less than the initial index level, you will receive less than the face amount of your notes and you could lose all or a substantial portion of your investment in the notes. This means that while a 20% drop between the initial index level and the closing level of the index on any day during the measurement period will not result in a loss of principal on the notes (since a trigger event will not have occurred), a decrease in the closing level of the index to less than 80% of the initial index level on any day during the measurement period may result in a loss of a significant portion of the principal amount of the notes despite only a small change in the index level. Further, the maximum payment that you could receive on the stated maturity date with respect to a $1,000 face amount note is limited to the maximum settlement amount of $1,200. In addition, the notes do not pay interest, and no other payments on your notes will be made prior to the stated maturity date.

Because we have provided only a brief summary of the terms of your notes above, you should read the detailed description of the terms of the offered notes found in “Summary Information” on page PS-2 in this pricing supplement and the general terms of the non-principal protected underlier-linked trigger notes found in “General Terms of the Non-Principal Protected Underlier-Linked Trigger Notes” on page S-46 of the accompanying prospectus supplement no. 204.

Your investment in the notes involves certain risks. In particular, assuming no changes in market conditions or our creditworthiness and other relevant factors, the value of your notes on the trade date (as determined by reference to pricing models used by Goldman, Sachs & Co. and taking into account our credit spreads) is, and the price you may receive for your notes may be, significantly less than the original issue price. The value or quoted price of your notes at any time will reflect many factors and cannot be predicted; however, the price at which Goldman, Sachs & Co. would initially buy or sell notes (if Goldman, Sachs & Co. makes a market) and the value that Goldman, Sachs & Co. will initially use for account statements and otherwise will significantly exceed the value of your notes using such pricing models. The amount of the excess will decline on a straight line basis over the period from the date hereof through August 10, 2011. We encourage you to read “Additional Risk Factors Specific to the Non-Principal Protected Underlier-Linked Trigger Notes” on page S-33 of the accompanying prospectus supplement no. 204 and “Additional Risk Factors Specific to Your Notes” on page PS-8 of this pricing supplement so that you may better understand those risks.

 

Original issue date:

   February 16, 2011    Original issue price:    100% of the face amount*

Underwriting discount:

   1.10% of the face amount    Net proceeds to the issuer:    98.90% of the face amount

*The notes will be sold at variable prices. Accounts of certain national banks, acting as purchase agents for such accounts, have agreed with the purchase agents to pay a purchase price of 99.00% of the face amount, and as a result of such agreements, the agents with respect to sales to be made to such accounts will not receive any portion of the underwriting discount from Goldman, Sachs & Co.

The issue price, underwriting discount and net proceeds listed above relate to the notes we sell initially. We may decide to sell additional notes after the date of this pricing supplement but prior to the settlement date, at an issue price, underwriting discount and net proceeds that differ from the amounts set forth above.

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 pricing supplement. 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 may use this pricing supplement in the initial sale of the notes. In addition, Goldman, Sachs & Co., or any other affiliate of Goldman Sachs may use this pricing 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 pricing supplement is being used in a market-making transaction.

“Standard & Poor’s®”, “S&P®” and “S&P 500®” are registered trademarks of Standard & Poor’s Financial Services LLC (“Standard & Poor’s”) and are licensed for use by The Goldman Sachs Group, Inc. and its affiliates. The notes are not sponsored, endorsed, sold or promoted by Standard & Poor’s and Standard & Poor’s does not make any representation regarding the advisability of investing in the notes.

 

Goldman, Sachs & Co.

JPMorgan

Placement Agent

 


Pricing Supplement dated February 11, 2011.


Table of Contents

Summary Information

 

 

We refer to the notes we are offering by this pricing supplement as the “notes”. Each of the notes, including your notes, has the terms described below. Please note that in this pricing 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 April 6, 2009, as supplemented by the accompanying prospectus supplement, dated April 6, 2009, of The Goldman Sachs Group, Inc. relating to the Medium-Term Notes, Series D program of The Goldman Sachs Group, Inc., and references to the “accompanying prospectus supplement no. 204” mean the accompanying prospectus supplement no. 204, dated October 2, 2009, of The Goldman Sachs Group, Inc., to the accompanying prospectus. This section is meant as a summary and should be read in conjunction with the section entitled “General Terms of the Non-Principal Protected Underlier-Linked Trigger Notes” on page S-46 of the accompanying prospectus supplement no. 204.

 

Key Terms

 

Issuer:   The Goldman Sachs Group, Inc.
Underlier:   the S&P 500® Index, as published by Standard & Poor’s Financial Services LLC (“Standard & Poor’s”)
Specified currency:   U.S. dollars (“$”)
Terms to be specified in accordance with the accompanying prospectus supplement no. 204:  

•      type of notes: notes linked to a single underlier

•      exchange rates: not applicable

•      supplemental amount: not applicable

•      averaging dates: not applicable

•      interest: not applicable

•      redemption right or price dependent redemption right: not applicable

•      cap level: yes, as described below

Face amount:   each note will have a face amount of $1,000; $ 11,616,000 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 sell an additional amount of the offered notes on a date subsequent to the date of this pricing supplement but prior to the settlement date
Denominations:   $10,000 and integral multiples of $1,000 in excess thereof
Payment amount:   on the stated maturity date we will pay you, for each $1,000 face amount of your notes, an amount in cash equal to the cash settlement amount
Cash settlement amount:  

•    if a trigger event occurs during the measurement period, and:

• if the final underlier level is greater than the initial underlier level, an amount in cash equal to the sum of (i) $1,000 plus (ii) the product of the underlier return, times the upside participation rate, times $1,000, subject to the maximum settlement amount;

• if the final underlier level is equal to or less than the initial underlier level, an amount in cash equal to the sum of (i) $1,000 plus (ii) the product of the underlier return, times $1,000; or

•      if a trigger event does not occur during the measurement period, an amount in cash equal to the sum of (i) $1,000 plus (ii) the greater of:

• the product of the underlier return times the upside participation rate times $1,000, subject to the maximum settlement amount; or

• the product of the contingent minimum return times $1,000

Initial underlier level:  

1,329.15

Final underlier level:   the closing level of the underlier on the determination date, except in the limited circumstances described under “General Terms of the Non-Principal Protected Underlier-Linked Trigger Notes — Payment of Principal on Stated Maturity Date — Consequences of a Market Disruption Event or a Non-Trading Day” on page S-52 of the accompanying prospectus supplement no. 204 and subject to adjustment as provided under “General Terms of the Non-Principal Protected Underlier-Linked Trigger Notes — Discontinuance or Modification of an Underlier” on page S-54 of the accompanying prospectus supplement no. 204
Underlier return:   the quotient of (1) the final underlier level minus the initial underlier level

 

PS-2


Table of Contents
    divided by (2) the initial underlier level, expressed as a percentage
Upside participation rate:   100%
Maximum settlement amount:   $1,200
Cap level:   120% of the initial underlier level
Measurement period:   every trading day from but excluding the trade date to and including the determination date
Trigger event:   the closing level of the underlier has declined, as compared to the initial underlier level, by more than the trigger buffer amount during the measurement period
Trigger buffer amount:   20%
Contingent minimum return:   0.45%
Trade date:   February 11, 2011
Original issue date (settlement date):   February 16, 2011
Stated maturity date:   February 29, 2012, subject to adjustment as described under “General Terms of the Non-Principal Protected Underlier-Linked Trigger Notes — Payment of Principal on Stated Maturity Date — Stated Maturity Date” on page S-50 of the accompanying prospectus supplement no. 204
Determination date:   February 24, 2012, subject to adjustment as described under “General Terms of the Non-Principal Protected Underlier-Linked Trigger Notes — Payment of Principal on Stated Maturity Date — Determination Date” on page S-51 of the accompanying prospectus supplement no. 204
No interest:   the offered notes do not bear interest
No listing:   the offered notes will not be listed on any securities exchange or interdealer quotation system
No redemption:   the offered notes will not be subject to redemption right or price dependent redemption right
Calculation agent:   Goldman, Sachs & Co.
Level of the underlier:   as described under “General Terms of the Non-Principal Protected Underlier-Linked Trigger Notes — Special Calculation Provisions — Level of the Underlier” on page S-57 of the accompanying prospectus supplement no. 204
Closing level:   as described under “General Terms of the Non-Principal Protected Underlier-Linked Trigger Notes — Special Calculation Provisions — Closing Level” on page S-57 of the accompanying prospectus supplement no. 204
Business day:   as described under “General Terms of the Non-Principal Protected Underlier-Linked Trigger Notes — Special Calculation Provisions — Business Day” on page S-56 of the accompanying prospectus supplement no. 204
Trading day:   as described under “General Terms of the Non-Principal Protected Underlier-Linked Trigger Notes — Special Calculation Provisions — Trading Day” on page S-56 of the accompanying prospectus supplement no. 204
CUSIP no.:   38143URM5
ISIN:   US38143URM52
Use of proceeds and hedging:   as described under “Use of Proceeds and Hedging” on page S-62 of the accompanying prospectus supplement no. 204
Supplemental discussion of federal income tax consequences:   as described under “Supplemental Discussion of Federal Income Tax Consequences” on page PS-11 of this pricing supplement
ERISA:   as described under “Employee Retirement Income Security Act” on page S-70 of the accompanying prospectus supplement no. 204
Conflicts of interest:   Goldman, Sachs & Co. is an affiliate of The Goldman Sachs Group, Inc. and, as such, has a “conflict of interest” in this offering within the meaning of FINRA Rule 5121. Consequently, the offering is being conducted in compliance with the provisions of Rule 5121. Goldman, Sachs & Co. is not permitted to sell notes in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder
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

 

 


 

PS-3


Table of Contents

Additional Terms Specific to Your Notes

You should read this pricing supplement together with the prospectus dated April 6, 2009, the prospectus supplement dated April 6, 2009, and the prospectus supplement no. 204 dated October 2, 2009. You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):

 

   

Prospectus dated April 6, 2009:

http://www.sec.gov/Archives/edgar/data/886982/000095012309006141/y74641p3posasr.htm

 

   

Prospectus supplement dated April 6, 2009

http://www.sec.gov/Archives/edgar/data/886982/000095012309006143/y75395ae424b2.htm

 

   

Prospectus supplement no. 204 dated October 2, 2009:

http://www.sec.gov/Archives/edgar/data/886982/000095012309048043/y79164e424b2.htm

 

PS-4


Table of Contents

Hypothetical Examples

The following table is provided for purposes of illustration only. It should not be taken as an indication or prediction of future investment results and is intended merely to illustrate the impact that the various hypothetical underlier levels on the determination date could have on the payment amount at maturity assuming all other variables remain constant.

The examples below are based on a range of final underlier levels that are entirely hypothetical; no one can predict what the underlier level will be on any day throughout the life of your notes, and no one can predict what the final underlier level will be on the determination date. The underlier has been highly volatile in the past — meaning that the underlier level has changed considerably in relatively short periods — and its performance cannot be predicted for any future period.

The information in the following examples reflects hypothetical rates of return on the offered notes assuming that they are purchased on the original issue date and held to the stated maturity date. If you sell your notes in a secondary market prior to the stated maturity date, your return will depend upon the market value of your notes at the time of sale, which may be affected by a number of factors that are not reflected in the table below such as interest rates and the volatility of the underlier.

In addition, assuming no changes in market conditions or our creditworthiness and other relevant factors, the value of your notes on the trade date (as determined by reference to pricing models used by Goldman, Sachs & Co. and taking into account our credit spreads) is, and the price you may receive for your notes may be, significantly less than the issue price. For more information on the value of your notes in the secondary market, see “Additional Risk Factors Specific to the Non-Principal Protected Underlier-Linked Trigger Notes — Assuming No Changes in Market Conditions or any Other Relevant Factors, the Market Value of Your Notes on the Date of Any Applicable Pricing Supplement (as Determined By Reference to Pricing Models Used by Goldman, Sachs & Co.) Will, and the Price You May Receive for Your Notes May, Be Significantly Less Than the Issue Price” on page S-34 of the accompanying prospectus supplement no. 204 and “Additional Risk Factors Specific to Your Notes” on page PS-8 of this pricing supplement.

The information in the table also reflects the key terms and assumptions in the box below.

 

Key Terms and Assumptions     

Face amount

   $1,000

Upside participation rate

   100%

Contingent minimum return

   0.45%

Trigger buffer amount

   20%

Maximum settlement amount:

   $1,200

Cap level:

   120% of the initial underlier level
      

• Neither a market disruption event nor a non-trading day occurs on the originally scheduled determination date

• No change in or affecting any of the underlier stocks or the method by which the underlier sponsor calculates the underlier

• Notes purchased on original issue date and held to the stated maturity date

For these reasons, the actual performance of the underlier over the life of your notes, as well as the amount payable at maturity, if any, may bear little relation to the hypothetical examples shown below or to the historical underlier levels shown elsewhere in this pricing supplement. For information about the historical levels of the underlier during recent periods, see “The Underlier — Historical High, Low and Closing Levels of the Underlier” below. Before investing in the offered notes, you should consult publicly available information to determine the levels of the underlier between the date of this pricing supplement and the date of your purchase of the offered notes.

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

The levels in the left column of the table below represent hypothetical final underlier levels on the determination date and are expressed as percentages of the initial underlier level. The amounts in the middle column represent the hypothetical payment amounts, as a percentage of the face amount of each note, based on the corresponding hypothetical final underlier levels, assuming that a trigger event does not occur (i.e., the closing level of the underlier has not declined, as compared to the initial underlier level, by more than the trigger buffer amount during the measurement period). The amounts in the right column represent the hypothetical payment amounts as a percentage of the face amount of each note, based on the corresponding hypothetical final underlier levels, assuming that a trigger event occurs (i.e., the closing level of the underlier has declined, as compared to the initial underlier level, by more than the trigger buffer amount during the measurement period). Thus, a hypothetical payment amount of 100.00% means that the value of the cash payment that we would deliver for each $1,000 of the outstanding face amount of the offered notes on the stated maturity date would equal 100.00% of the face amount of a note, based on the corresponding hypothetical final underlier level (expressed as a percentage of the initial underlier level) and the assumptions noted above.

 

PS-5


Table of Contents
Hypothetical Final Underlier Level   

Hypothetical Payment Amount

(as percentage of Face Amount)

(as percentage of

Initial Underlier Level)

   Trigger Event has not occurred    Trigger Event has occurred
200.00%    120.00%    120.00%
175.00%    120.00%    120.00%
150.00%    120.00%    120.00%
140.00%    120.00%    120.00%
120.00%    120.00%    120.00%
115.00%    115.00%    115.00%
110.00%    110.00%    110.00%
100.45%    100.45%    100.45%
100.20%    100.45%    100.20%
100.00%    100.45%    100.00%
  95.00%    100.45%      95.00%
  90.00%    100.45%      90.00%
  85.00%    100.45%      85.00%
  80.00%    100.45%      80.00%
  65.00%    N/A      65.00%
  50.00%    N/A      50.00%
  30.00%    N/A      30.00%
  10.00%    N/A      10.00%
     0.00%    N/A      0.00%

If, for example, a trigger event has occurred and the final underlier level were determined to be 50.00% of the initial underlier level, the payment amount that we would deliver on your notes at maturity would be 50.00% of the face amount of your notes, as shown in the table above. As a result, if you purchased your notes on the original issue date and held them to the stated maturity date, you would lose 50.00% of your investment.

If, for example, a trigger event has not occurred and the final underlier level were determined to be 90.00% of the initial underlier level, the payment amount that we would deliver on your notes at maturity would be 100.45% of the face amount of your notes, as shown in the table above. Because a trigger event has not occurred and the hypothetical return of -10% is less than the minimum contingent return of 0.45%, the payment amount that we would deliver on your notes at maturity would be 100.45% of the face amount of your notes, as shown in the table above. If, however, the final underlier level were determined to be 110.00% of the initial underlier level, the payment amount that we would deliver on your notes at maturity would be 110.00% of the face amount of your notes, as shown in the table above. Because a trigger event has not occurred and the hypothetical return of 10% is greater than the minimum contingent return of 0.45%, the payment amount that we would deliver on your notes at maturity would be 110.00% of the face amount of your notes as shown in the table above. In addition, if a trigger event has not occurred and the final underlier level were determined to be 175.00% of the initial underlier level, the payment amount that we would deliver on your notes at maturity would be capped at the maximum settlement amount (expressed as a percentage of the face amount), or 120.00% of the face amount of your notes, as shown in the table above. As a result, if you purchased your notes on the original issue date and held them to the stated maturity date, you would not benefit from any increase in the final underlier level over 120.00% of the initial underlier level.

 

PS-6


Table of Contents

The payment amounts shown above are entirely hypothetical; they are based on market prices for the underlier stocks that may not be achieved on the determination date and on assumptions that may prove to be erroneous. The actual market value of your notes on the stated maturity date or at any other time, including any time you may wish to sell your notes, may bear little relation to the hypothetical payment amounts shown above, and these amounts should not be viewed as an indication of the financial return on an investment in the offered notes. Please read “Additional Risk Factors Specific to the Non-Principal Protected Underlier-Linked Trigger Notes — The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors” on page S-38 of the accompanying prospectus supplement no. 204.

 

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

   

 

PS-7


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 April 6, 2009, and “Additional Risk Factors Specific to the Non-Principal Protected Underlier-Linked Trigger Notes” in the accompanying prospectus supplement no. 204. Your notes are a riskier investment than ordinary debt securities. Also, your notes are not equivalent to investing directly in the underlier stocks, i.e., the stocks comprising the underlier to which your notes are linked. You should carefully consider whether the offered notes are suited to your particular circumstances.

   

 

   

ASSUMING NO CHANGES IN MARKET CONDITIONS OR ANY OTHER RELEVANT FACTORS, THE MARKET VALUE OF YOUR NOTES ON THE TRADE DATE (AS DETERMINED BY REFERENCE TO PRICING MODELS USED BY GOLDMAN, SACHS & CO.) IS, AND THE PRICE YOU MAY RECEIVE FOR YOUR NOTES MAY BE, SIGNIFICANTLY LESS THAN THE ISSUE PRICE

 

The price at which Goldman, Sachs & Co. would initially buy or sell notes (if Goldman, Sachs & Co. makes a market) and the value that Goldman, Sachs & Co. will initially use for account statements and otherwise will significantly exceed the value of your notes using such pricing models. The amount of the excess will decline on a straight line basis over the period from the date hereof through August 10, 2011. After August 10, 2011, the price at which Goldman, Sachs & Co. would buy or sell notes will reflect the value determined by reference to the pricing models, plus our customary bid and asked spread. In addition to the factors discussed above, the value or quoted price of your notes at any time, however, will 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 a deterioration in our creditworthiness or perceived creditworthiness whether measured by our credit ratings or other credit measures. These changes may adversely affect the market price of your notes, including the price you may receive for your notes in any market making transaction. In addition, even if our creditworthiness does not decline, the value of your notes on the trade date is significantly less than the original issue price taking into account our credit spreads on that date. The quoted price (and the value of your notes that Goldman, Sachs & Co. will use for account statements or otherwise) could be higher or lower than the original issue price, and may be higher or lower than the value of your notes as determined by reference to pricing models used by Goldman, Sachs & Co. If at any time a third party dealer quotes a price to purchase your notes or otherwise values your notes, that price may be significantly different (higher or lower) than any price quoted by Goldman, Sachs & Co. You should read “Additional Risk Factors Specific to the Non-Principal Protected Underlier-Linked Trigger Notes — The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors” on page S-38 of the accompanying prospectus supplement no. 204. Furthermore, if you sell your notes, you will likely be charged a commission for secondary market transactions, or the price will likely reflect a dealer discount. There is no assurance that Goldman, Sachs & Co. or any other party will be willing to purchase your notes and, in this regard, Goldman, Sachs & Co. is not obligated to make a market in the notes. See “Additional Risk Factors Specific to the Non-Principal Protected Underlier-Linked Trigger Notes — Your Notes May Not Have an Active Trading Market” on page S-38 of the accompanying prospectus supplement no. 204.

 

   

YOU MAY LOSE YOUR ENTIRE INVESTMENT IN THE NOTES

 

You can lose all or substantially all of your investment in the notes. The cash payment on your notes, if any, on the stated maturity date will be based on the performance of the underlier as measured from the initial underlier level of 1,329.15 to the closing level on the determination date. If a trigger event has occurred and the final underlier level for your notes is less than the initial underlier level, the amount in cash you will receive on your notes on the stated maturity date, if any, will be less than the face amount of your notes. Thus, you may lose your entire investment in the notes. Also, the market price of your notes prior to the stated maturity date may be significantly lower than the purchase price you pay for your notes. Consequently, if you sell your notes before the stated maturity date, you may receive far less than the amount of your investment in the notes.

 

   

THE RETURN ON YOUR NOTES MAY CHANGE SIGNIFICANTLY DESPITE ONLY A SMALL CHANGE IN THE UNDERLIER LEVEL

 

If a trigger event occurs during the measurement period and the final underlier level is less than the initial underlier level, you will receive less than the face amount of your notes and you could lose all or a substantial portion of your investment in the notes. This means that while a 20% drop between the initial underlier level and the closing level of the underlier on any day during the measurement period will not result in a loss of principal on the notes (since a trigger event will not have occurred), a decrease in the closing level of the underlier to less than 80% of the initial underlier level on any day during the measurement period may result in a loss of a significant portion of the principal amount of the notes despite only a small change in the underlier level.

 

   

YOUR NOTES DO NOT BEAR INTEREST

 

You will not receive any interest payments on your notes. As a result, even if the amount payable for each of your notes on the stated maturity date exceeds the face amount of your notes, the overall 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.

 

   

THE POTENTIAL FOR THE VALUE OF YOUR NOTES TO INCREASE MAY BE LIMITED

 

Your ability to participate in any change in the value of the underlier over the life of your notes will be limited because of the cap level, which is equal to 120.00% of the initial underlier level. The cap level will limit the amount in cash you may receive for each of your notes at maturity, no matter how much the level of the underlier may rise beyond the cap level over the life of your notes. Accordingly, the amount payable for each of your notes may be significantly less than it would have been had you invested directly in the underlier.

 

   

THE POTENTIAL TO RECEIVE THE CONTINGENT MINIMUM RETURN MAY TERMINATE AT ANY TIME DURING THE LIFE OF YOUR NOTES

 

If during the measurement period the closing level of the underlier has declined, as compared to the initial underlier level, by more than the trigger buffer amount of 20%, you will not be entitled to receive the protection provided by the contingent minimum return on the notes. Under these circumstances, you may lose some or all of your investment at maturity and will be fully exposed to any decline in the level of the underlier.

 

   

THE NOTES ARE SUBJECT TO THE CREDIT RISK OF GOLDMAN SACHS

 

Although the return on the notes will be based on the performance of the underlier, the payment of any amount due on the notes is subject to the credit risk of Goldman Sachs. 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. In addition, any decline in our credit ratings or any increase in our credit spreads is likely to adversely affect the market value of the notes prior to maturity.

 

   

WE MAY SELL AN ADDITIONAL AGGREGATE FACE AMOUNT OF THE NOTES AT A DIFFERENT ISSUE PRICE

 

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

 

   

YOU MAY BE SUBJECT TO ADVERSE TAX CONSEQUENCES IN THE FUTURE

 

The Internal Revenue Service announced on December 7, 2007 that it is considering issuing guidance regarding the proper Federal income tax treatment of an instrument such as your notes that are currently characterized as prepaid derivative contracts, and any such guidance could adversely affect the tax treatment and the value of your notes. Among other things, the Internal Revenue Service may decide to

 

PS-8


Table of Contents

require the holders to accrue ordinary income on a current basis and recognize ordinary income on payment at maturity, and could subject non-US investors to withholding tax. Furthermore, in 2007, legislation was introduced in Congress that, if enacted, would have required holders that acquired instruments such as your notes after the bill was enacted to accrue interest income over the term of such notes even though there may be no interest payments over the term of such notes. It is not possible to predict whether a similar or identical bill will be enacted in the future, or whether any such bill would affect the tax treatment of such notes. We describe these developments in more detail under “Supplemental Discussion of Federal Income Tax Consequences” on page PS-11 of this pricing supplement. You should consult your own tax adviser about this matter. Except to the extent otherwise provided by law, The Goldman Sachs Group, Inc. intends to continue treating the offered notes as described under “Supplemental Discussion of Federal Income Tax Consequences” on page PS-11 of this pricing supplement unless and until such time as Congress, the Treasury Department or the Internal Revenue Service determine that some other treatment is more appropriate.

 

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Table of Contents

The Underlier

 

 

The S&P 500® Index includes a representative sample of 500 leading companies in leading industries of the U.S. economy. The S&P 500® Index is calculated, maintained and published by Standard & Poor’s Financial Services LLC (“Standard & Poor’s”).

 

The S&P 500® Index is intended to provide a performance benchmark for the U.S. equity markets. The calculation of the value of the S&P 500® Index is based on the relative value of the aggregate Market Value (as defined below) of the common stocks of 500 companies as of a particular time as compared to the aggregate average Market Value of the common stocks of 500 similar companies during the base period of the years 1941 through 1943. The “Market Value” of any index stock is the product of the market price per share times the number of the then outstanding shares of such index stock. The 500 companies are not the 500 largest companies listed on the NYSE and not all 500 companies are listed on such exchange. Standard & Poor’s chooses companies for inclusion in the S&P 500® Index with an aim of achieving a distribution by broad industry groupings that approximates the distribution of these groupings in the common stock population of the U.S. equity market. As of February 11, 2011, the 500 companies included in the S&P 500® Index were divided into ten Global Industry Classification Sectors. The Global Industry Classification Sectors include (with the percentage currently included in such sectors indicated in parentheses): Consumer Discretionary (10.61%), Consumer Staples (10.10%), Energy (12.46%), Financials (16.25%), Health Care (10.58%), Industrials (11.27%), Information Technology (18.98%), Materials (3.66%), Telecommunication Services (2.92%), and Utilities (3.17%). Sector designations are determined by the index sponsor using criteria it has selected or developed. Index sponsors may use very different standards for determining sector designations. In addition, many companies operate in a number of sectors, but are listed in only one sector and the basis on which that sector is selected may also differ. As a result, sector comparisons between indices with different index sponsors may reflect differences in methodology as well as actual differences in the sector composition of the indices. Standard & Poor’s may from time to time, in its sole discretion, add companies to, or delete companies from, the S&P 500® Index to achieve the objectives stated above. Relevant criteria employed by Standard & Poor’s include the viability of the particular company, the extent to which that company represents the industry group to which it is assigned, the extent to which the company’s common stock is widely held and the Market Value and trading activity of the common stock of that company.

When an exchange is forced to close early due to unforeseen events, such as computer or electric power failures, weather conditions or other events, Standard & Poor’s will calculate the closing level of the S&P 500® Index based on (1) the closing prices published by the exchange, or (2) if no closing price is available, the last regular trade reported for each stock before the exchange closed. In all cases, the prices will be from the primary exchange for each stock in the index. If an exchange fails to open due to unforeseen circumstances, the index will use the prior day’s closing prices. If all exchanges fail to open, Standard & Poor’s may determine not to publish the index for that day.

Standard & Poor’s recently published updates to its methodology for calculating the S&P 500® Index, including the following changes relevant to the number of shares outstanding.

A large part of the S&P 500® Index maintenance process involves tracking the changes in the number of shares outstanding of each of the S&P 500® Index companies. Four times a year, on a Friday close to the end of each calendar quarter, Standard & Poor’s updates the share totals of companies in the S&P 500® Index as required by any changes in the number of shares outstanding. Standard & Poor’s implements a share freeze the week of the effective date of the quarterly share total updates. During this frozen period, shares are not changed except for certain corporate action events (merger activity, stock splits, rights offerings and certain share dividend payable events). After the totals are updated, the S&P 500 Index Divisor is adjusted to compensate for the net change in the total Market Value of the S&P 500® Index. In addition, any changes over 5% in the current common shares outstanding for the S&P 500® Index companies are carefully reviewed by Standard & Poor’s on a weekly basis, and when appropriate, an immediate adjustment is made to the S&P 500 Index Divisor. At the discretion of Standard & Poor’s, de minimus merger and acquisition share changes will be accumulated and implemented with the updates made at the end of each calendar quarter.

The above information supplements the description of the underlier found in the accompanying prospectus supplement no. 204. For more details about the underlier, the underlier sponsor and license agreement between the underlier sponsor and the issuer, see “The Underliers—S&P 500® Index” on page A-14 of the accompanying prospectus supplement no. 204.

 

 

Historical High, Low and Closing Levels of the Underlier

 

The level of the underlier has fluctuated in the past and may, in the future, experience significant fluctuations. Any historical upward or downward trend in the level of the underlier during any period shown below is not an indication that the underlier is more or less likely to increase or decrease at any time during the life of your notes.

 

 

You should not take the historical levels of the underlier as an indication of the future performance of the underlier

 

We cannot give you any assurance that the future performance of the underlier or the underlier stocks will result in your receiving an amount greater than the outstanding face amount of your notes on the stated maturity date. In light of the increased volatility currently being experienced by the financial services sector and U.S. and global securities markets and recent market declines, it may be substantially more likely that you could lose all or a substantial portion of your investment in the notes. During the period from January 2, 2008 through February 11, 2011, there were 533 12-month periods, the first of which began on January 2, 2008 and the last of which ended on February 11, 2011. In 164 of such 533 12-month periods, the final underlier level on the final date of such period has been less than 80% of the initial underlier level on the initial date of such period. Therefore, during approximately 30.77% of such 12-month periods, if you had owned notes with terms similar to these notes, you may have received less than the face amount of such notes at maturity. (We calculated these figures using fixed 12-month periods and did not take into account holidays or non-business days.)

Neither we nor any of our affiliates make any representation to you as to the performance of the underlier. The actual performance of the underlier over the life of the offered notes, as well as the amount payable at maturity may bear little relation to the historical levels shown below. The table below shows the high, low and final closing levels of the underlier for each of the four calendar quarters in 2008, 2009 and 2010 and the first calendar quarter of 2011 (through February 11, 2011). We obtained the closing levels listed in the table below from Bloomberg Financial Services, without independent verification.

 


 

PS-10


Table of Contents

Quarterly High, Low and Final Closing Levels of the Underlier

 

     High

           Low

           Close

       

2008

                                                  

Quarter ended March 31

     1447.16                 1273.37                 1322.70           

Quarter ended June 30

     1426.63                 1278.38                 1280.00           

Quarter ended September 30

     1305.32                 1106.39                 1166.36           

Quarter ended December 31

     1161.06                   752.44                   903.25           

2009

                                                  

Quarter ended March 31

       934.70                   676.53                   797.87           

Quarter ended June 30

       946.21                   811.08                   919.32           

Quarter ended September 30

     1071.66                   879.13                 1057.08           

Quarter ended December 31

     1127.78                 1025.21                 1115.10           

2010

                                                  

Quarter ended March 31

     1174.17                 1056.74                 1169.43           

Quarter ended June 30

     1217.28                 1030.71                 1030.71           

Quarter ended September 30

     1148.67                 1022.58                 1141.20           

Quarter ended December 31

     1259.78                 1137.03                 1257.64           

2011

                                                  

Quarter ending March 31 (through February 11, 2011)

     1329.15                 1269.75                 1329.15           

Supplemental Discussion of Federal Income Tax Consequences

The following section supplements the discussion of U.S. federal income taxation in the accompanying prospectus supplement and the accompanying prospectus supplement no. 204.

The following section is the opinion of Sullivan & Cromwell LLP, counsel to The Goldman Sachs Group, Inc. In addition, it is the opinion of Sullivan & Cromwell LLP that the characterization of the notes for U.S. federal income tax purposes that will be required under the terms of the notes, as discussed below, is a reasonable interpretation of current law.

United States Holders

This section applies to you only if you are a United States holder that holds your notes as a capital asset for tax purposes. You are a United States holder if you are a beneficial owner of each of your notes and you are:

 

 

a citizen or resident of the United States;

 

 

a domestic corporation;

 

 

an estate whose income is subject to United States federal income tax regardless of its source; or

 

 

a trust if a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust.

This section does not apply to you if you are a member of a class of holders subject to special rules, such as:

 

 

a dealer in securities or currencies;

 

 

a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings;

 

 

a bank;

 

 

a life insurance company;

 

 

a tax exempt organization;

 

 

a regulated investment company;

 

 

a common trust fund;

 

 

a person that owns a note as a hedge or that is hedged against interest rate or currency risks;

 

 

a person that owns a note as part of a straddle or conversion transaction for tax purposes; or

 

 

a United States holder whose functional currency for tax purposes is not the U.S. dollar.

Although this section is based on the U.S. Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations under the Internal Revenue Code, published rulings and court decisions, all as currently in effect, no statutory, judicial or administrative authority directly addresses how your notes should be treated for U.S. federal income tax purposes, and as a result, the U.S. federal income tax consequences of your investment in your notes are uncertain. Moreover, these laws are subject to change, possibly on a retroactive basis.

 

You should consult your own tax advisor concerning the U.S. federal income tax and any other applicable tax consequences of your investments in the notes, including the application of state, local or other tax laws and the possible effects of changes in federal or other tax laws.

   

 

PS-11


Table of Contents

You will be obligated pursuant to the terms of the notes – in the absence of a change in law, an administrative determination or a judicial ruling to the contrary – to characterize each note for all tax purposes as a prepaid derivative contract in respect of the underlier. Except as otherwise stated below, the discussion herein assumes that the notes will be so treated.

Upon the sale, exchange or maturity of your notes, you should recognize capital gain or loss equal to the difference, if any, between the amount of cash you receive at such time and your tax basis in your notes. Your tax basis in the notes will generally be equal to the amount that you paid for the note. If you hold your notes for more than one year, the gain or loss generally will be long-term capital gain or loss. If you hold your notes for one year or less, the gain or loss generally will be short-term capital gain or loss.

No statutory, judicial or administrative authority directly discusses how your notes should be treated for United States federal income tax purposes. As a result, the United States federal income tax consequences of your investment in the notes are uncertain and alternative characterizations are possible. Accordingly, we urge you to consult your tax advisor in determining the tax consequences of an investment in your notes in your particular circumstances, including the application of state, local or other tax laws and the possible effects of changes in federal or other tax laws.

Alternative Treatments. There is no judicial or administrative authority discussing how your notes should be treated for U.S. federal income tax purposes. Therefore, the Internal Revenue Service might assert that treatment other than that described above is more appropriate. For example, the Internal Revenue Service could treat your notes as a single debt instrument subject to special rules governing contingent payment obligations. Under those rules, the amount of interest you are required to take into account for each accrual period would be determined by constructing a projected payment schedule for the notes and applying rules similar to those for accruing original issue discount on a hypothetical noncontingent debt instrument with that projected payment schedule. This method is applied by first determining the comparable yield – i.e., the yield at which we would issue a noncontingent fixed rate debt instrument with terms and conditions similar to your notes and then determining a payment schedule as of the issue date that would produce the comparable yield. These rules may have the effect of requiring you to include interest in income in respect of your notes prior to your receipt of cash attributable to that income.

If the rules governing contingent payment obligations apply, any gain you recognize upon the sale or maturity of your notes would be ordinary interest income. Any loss you recognize at that time would be ordinary loss to the extent of interest you included as income in the current or previous taxable years in respect of your notes, and thereafter, as a capital loss.

If the rules governing contingent payment obligations apply, special rules would apply to a person who purchases notes at a price other than the adjusted issue price as determined for tax purposes.

It is also possible that your notes could be treated in the manner described above, except that any gain or loss that you recognize at maturity would be treated as ordinary gain or loss. You should consult your tax advisor as to the tax consequences of such characterization and any possible alternative characterizations of your notes for United States federal income tax purposes.

It is possible that the Internal Revenue Service could seek to characterize your notes in a manner that results in tax consequences to you different from those described above and you should consult your own tax advisor with respect to the tax treatment of the notes.

Possible Change in Law

On December 7, 2007, the Internal Revenue Service released a notice stating that the Internal Revenue Service and the Treasury Department are actively considering issuing guidance regarding the proper federal income tax treatment of an instrument such as your notes, including whether the holder of an instrument such as your notes should be required to accrue ordinary income on a current basis and whether gain or loss should be ordinary or capital. It is not possible to determine what guidance they will ultimately issue, if any. The Internal Revenue Service and the Treasury Department are also considering other relevant issues, including whether foreign holders of such instruments should be subject to withholding tax on any deemed income accruals. Holders are urged to consult their tax advisors concerning the significance, and the potential impact, of the above considerations. Except to the extent otherwise provided by law, The Goldman Sachs Group, Inc. intends to continue treating the notes for U.S. federal income tax purposes in accordance with the treatment set forth in this section unless and until such time as Congress, the Treasury Department or the Internal Revenue Service determine that some other treatment is more appropriate. You are urged to consult your tax advisor as to the possibility that any legislative or administrative action may adversely affect the tax treatment and the value of your notes.

Furthermore, in 2007, legislation was introduced in Congress that, if enacted, would have required holders that acquired instruments such as your notes after the bill was enacted to accrue interest income over the term of such notes even though there may be no interest payments over the term of such notes. It is not possible to predict whether a similar or identical bill will be enacted in the future, or whether any such bill would affect the tax treatment of such notes.

It is impossible to predict what any such legislation or administrative or regulatory guidance might provide, and whether the effective date of any legislation or guidance will affect notes that were issued before the date that such legislation or guidance is issued. You are urged to consult your tax advisor as to the possibility that any legislative or administrative action may adversely affect the tax treatment of your notes.

Backup Withholding and Information Reporting

Please see the discussion under “United States Taxation — Taxation of Debt Securities — Backup Withholding and Information Reporting—United States Holders” in the accompanying prospectus for a description of the applicability of the backup withholding and information reporting rules to payments made on your notes. In addition, pursuant to recently enacted legislation, certain payments in respect of the notes made to corporate United States holders after December 31, 2011 may be subject to information reporting and backup withholding.

 

PS-12


Table of Contents

United States Alien Holders

This section applies to you only if you are a United States alien holder. You are a United States alien holder if you are the beneficial owner of notes and are, for United States federal income tax purposes:

 

 

a nonresident alien individual;

 

 

a foreign corporation; or

 

 

an estate or trust that in either case is not subject to United States federal income tax on a net income basis on income or gain from notes.

You will be subject to generally applicable information reporting and backup withholding requirements as discussed in the accompanying prospectus under “United States Taxation — Taxation of Debt Securities — Backup Withholding and Information Reporting — United States Alien Holders” with respect to payments on your notes at maturity and, notwithstanding that we do not intend to treat the notes as debt for tax purposes, we intend to backup withhold on such payments with respect to your notes unless you comply with the requirements necessary to avoid backup withholding on debt instruments (in which case you will not be subject to such backup withholding) as set forth under “United States Taxation — Taxation of Debt Securities — United States Alien Holders” in the accompanying prospectus.

As discussed above, alternative characterizations of the notes for U.S. federal income tax purposes are possible. Should an alternative characterization of the notes, by reason of a change or clarification of the law, by regulation or otherwise, cause payments at maturity with respect to the notes to become subject to withholding tax, we will withhold tax at the applicable statutory rate and we will not make payments of any additional amounts. Prospective United States alien holders of the notes should consult their own tax advisors in this regard.

Furthermore, on December 7, 2007, the Internal Revenue Service released Notice 2008-2 soliciting comments from the public on various issues, including whether instruments such as your notes should be subject to withholding. It is therefore possible that rules will be issued in the future, possibly with retroactive effects, that would cause payments on your notes at maturity to be subject to withholding, even if you comply with certification requirements as to your foreign status.

 

PS-13


Table of Contents

Supplemental Plan of Distribution

The Goldman Sachs Group, Inc. has agreed to sell to Goldman, Sachs & Co., and Goldman, Sachs & Co. has agreed to purchase from The Goldman Sachs Group, Inc., the aggregate face amount of the offered notes specified on the front cover page of this pricing supplement. Goldman, Sachs & Co. proposes initially to offer the notes to the public at the original issue price set forth on the front cover page of this pricing supplement, and to certain securities dealers at such price less a concession not in excess of 1.00% of the face amount. Accounts of certain national banks, acting as purchase agents for such accounts, have agreed with the purchase agents to pay a purchase price of 99.00% of the face amount, and as a result of such agreements the agents with respect to sales to be made to such accounts will not receive any portion of the underwriting discount set forth on the front cover page of this pricing supplement from Goldman, Sachs & Co.

The Goldman Sachs Group, Inc. estimates that its share of the total offering expenses, excluding underwriting discounts and commissions, will be approximately $23,500. For more information about the plan of distribution and possible market-making activities, see “Supplemental Plan of Distribution” on page S-71 of the accompanying prospectus supplement no. 204. We will deliver the notes against payment therefore in New York, New York on February 16, 2011, which is the third scheduled business day following the date of this pricing supplement and of the pricing of the notes.

Conflicts of Interest

Goldman, Sachs & Co. is an affiliate of The Goldman Sachs Group, Inc. and, as such, has a “conflict of interest” in this offering within the meaning of FINRA Rule 5121. Consequently, the offering is being conducted in compliance with the provisions of Rule 5121. Goldman, Sachs & Co. is not permitted to sell notes in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder.

 

PS-14


Table of Contents


 

 

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this pricing supplement. You must not rely on any unauthorized information or representations. This pricing supplement 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 pricing supplement is current only as of its date.

 


TABLE OF CONTENTS

Pricing Supplement

 

    Page

 

Summary Information

    PS-2   

Additional Terms Specific to Your Notes

    PS-4   

Hypothetical Examples

    PS-5   

Additional Risk Factors Specific to Your Notes

    PS-8   

The Underlier

    PS-10   

Supplemental Discussion of Federal Income Tax Consequences

    PS-11   

Supplemental Plan of Distribution

    PS-14   

Conflicts of Interest

    PS-14   
Prospectus Supplement No. 204 dated October 2, 2009   

Summary Information

    S-3   

Hypothetical Returns on the Non-Principal Protected Underlier-Linked Trigger Notes

    S-12   

Additional Risk Factors Specific to the Non-Principal Protected Underlier-Linked Trigger Notes

    S-33   

General Terms of the Non-Principal Protected Underlier-Linked Trigger Notes

    S-46   

Use of Proceeds and Hedging

    S-62   

Supplemental Discussion of Federal Income Tax Consequences

    S-64   

Employee Retirement Income Security Act

    S-70   

Supplemental Plan of Distribution

    S-71   

The Underliers

    A-1   

Dow Jones Euro Stoxx 50® Index

    A-1   

FTSE 100® Index

    A-5   

MSCI EAFE Index

    A-8   

Nikkei 225® Index

    A-12   

S&P 500® Index

    A-14   
Prospectus Supplement dated April 6, 2009   

Use of Proceeds

    S-2   

Description of Notes We May Offer

    S-3   

United States Taxation

    S-24   

Employee Retirement Income Security Act

    S-25   

Supplemental Plan of Distribution

    S-26   

Validity of the Notes

    S-27   
Prospectus dated April 6, 2009   

Available Information

    2   

Prospectus Summary

    4   

Use of Proceeds

    8   

Description of Debt Securities We May Offer

    9   

Description of Warrants We May Offer

    33   

Description of Purchase Contracts We May Offer

    49   

Description of Units We May Offer

    54   

Description of Preferred Stock We May Offer

    59   

The Issuer Trusts

    66   

Description of Capital Securities and Related Instruments

    68   

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

    91   

Legal Ownership and Book-Entry Issuance

    96   

Considerations Relating to Securities Issued in Bearer Form

    102   

Considerations Relating to Indexed Securities

    106   

Considerations Relating to Securities Denominated or Payable in or Linked to a Non-U.S. Dollar Currency

    109   

Considerations Relating to Capital Securities

    112   

United States Taxation

    116   

Plan of Distribution

    139   

Employee Retirement Income Security Act

    143   

Validity of the Securities

    144   

Experts

    144   

Cautionary Statement Pursuant to the Private Securities Litigation Reform Act of 1995

    144   

$11,616,000

The Goldman Sachs

Group, Inc.

Index-Linked Trigger Notes due 2012

(Linked to the S&P 500® Index)

Medium-Term Notes, Series D

 


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Goldman, Sachs & Co.

JPMorgan

 

 

 

 


 

 

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