Filed Pursuant to Rule 424(b)(3)
Registration No. 333-122977
Prospectus Supplement to Prospectus dated March 15, 2005.
$840,000,000*
THE GOLDMAN SACHS GROUP, INC.
Floating Rate Notes due 2015
[GOLDMAN SACHS LOGO]
------------------------
Goldman Sachs will pay interest on the notes on January 12, April 12, July
12 and October 12 of each year. The first payment on the notes being initially
offered on the date of this prospectus supplement will be made on July 12, 2005.
The interest rate for each interest period for the notes will be the rate per
annum for three-month LIBOR plus 0.500%, reset quarterly, as described in this
prospectus supplement. If Goldman Sachs becomes obligated to pay additional
amounts to non-U.S. investors due to changes in U.S. withholding tax
requirements, Goldman Sachs may redeem the notes before their stated maturity at
a price equal to 100% of the principal amount redeemed plus accrued interest to
the redemption date.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
------------------------
<Table>
<Caption>
Per Floating
Rate Note
due 2015 Total
------------ -----
Initial public offering price............................... 100.748% $120,897,600
Underwriting discount....................................... 0.450% $ 540,000
Proceeds, before expenses, to Goldman Sachs................. 100.298% $120,357,600
</Table>
The information set forth in the table above relates to $120,000,000
principal amount of the notes being initially offered on the date of this
prospectus supplement. The initial public offering price set forth above does
not include accrued interest. Interest on the notes being initially offered on
the date of this prospectus supplement accrues from April 12, 2005 and must be
paid by the purchaser.
------------------------
*This prospectus supplement relates to $840,000,000 principal amount of the
notes. $120,000,000 principal amount of the notes is being initially offered on
the date of this prospectus supplement which we refer to as the "reopened
notes". The underwriters expect to deliver the book-entry interests in these
notes on April 13, 2005 through the facilities of The Depository Trust Company
against payment in immediately available funds. Of the remaining $720,000,000
principal amount of the notes, which we refer to as the "original notes",
$100,000,000 principal amount was issued on February 4, 2005, and $620,000,000
principal amount was issued on January 12, 2005.
Goldman Sachs may use this prospectus in the initial sale of the notes. In
addition, Goldman, Sachs & Co. or any other affiliate of Goldman Sachs may use
this prospectus in a market-making transaction in the notes after their initial
sale and unless they inform the purchaser otherwise in the confirmation of sale,
this prospectus is being used by them in a market-making transaction.
GOLDMAN, SACHS & CO.
------------------------
Prospectus Supplement dated April 8, 2005.
RATIO OF EARNINGS TO FIXED CHARGES
(UNAUDITED)
<Table>
<Caption>
THREE MONTHS ENDED
FEBRUARY 25, 2005
------------------
1.62x
</Table>
For purposes of computing the ratio of earnings to fixed charges,
"earnings" represent pre-tax earnings plus fixed charges and "fixed charges"
represent interest expense plus that portion of rent expense that, in our
opinion, approximates the interest factor included in rent expense.
See "Ratio of Earnings to Fixed Charges" in the accompanying prospectus for
the ratio of earnings to fixed charges for the years ended November 24, 2000
through November 26, 2004.
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SPECIFIC TERMS OF THE NOTES
Please note that in this section entitled "Specific Terms of the Notes",
references to "The Goldman Sachs Group, Inc.", "we", "our" and "us" mean only
The Goldman Sachs Group, Inc. and do not include its consolidated subsidiaries.
Also, in this section, references to "holders" mean The Depository Trust Company
or its nominee and not indirect owners who own beneficial interests in notes
through participants in The Depository Trust Company. Please review the special
considerations that apply to indirect owners in the attached prospectus, under
"Legal Ownership and Book-Entry Issuance".
The notes we are initially offering on the date of this prospectus
supplement, together with the notes we issued on February 4, 2005 and January
12, 2005, have identical terms and are part of a single series of senior debt
securities issued under our senior debt indenture. In this prospectus
supplement, the term "notes" means the notes we are initially offering on the
date of this prospectus supplement and those we issued on February 4, 2005 and
January 12, 2005, unless the context otherwise requires.
This prospectus supplement summarizes specific financial and other terms
that will apply to the notes; terms that apply generally to all of our debt
securities are described in "Description of Debt Securities We May Offer" in the
attached prospectus. The terms described here supplement those described in the
attached prospectus and, if the terms described here are inconsistent with those
described there, the terms described here are controlling.
TERMS OF THE FLOATING RATE NOTES DUE 2015
The specific terms of this series of notes we are offering will be as
follows:
- - TITLE OF THE NOTES: Floating Rate Notes due 2015
- - ISSUER OF THE NOTES: The Goldman Sachs Group, Inc.
- - TOTAL PRINCIPAL AMOUNT BEING ISSUED: $840,000,000 (of this total,
$100,000,000 was issued on February 4, 2005, and $620,000,000 was issued on
January 12, 2005)
- - DUE DATE FOR PRINCIPAL: January 12, 2015
- - DENOMINATION: integral multiples of $1,000, subject to a minimum denomination
of $2,000
- - INTEREST RATE BASIS: LIBOR, as determined by the calculation agent as
described below under "-- Interest Rate for the Floating Rate Notes due 2015".
- - INDEX MATURITY: three months
- - SPREAD: 0.500% per annum
- - INITIAL BASE RATE: the base rate in effect for the initial interest period
relating to the reopened notes will be the 3 month LIBOR rate on April 8,
2005, as determined by the calculation agent as described below under
"-- Interest Rate for the Floating Rate Notes due 2015".
- - MINIMUM OR MAXIMUM RATE: none; provided that the interest rate on a floating
rate note will in no event be higher than the maximum rate permitted by New
York law, as it may be modified by U.S. law of general application.
- - INTEREST DETERMINATION DATE: two London business days (as defined below)
prior to the first day of each interest period
- - DAY COUNT: actual/360; for each interest period, the calculation agent will
calculate the amount of accrued interest by multiplying the face amount of the
floating rate note by an accrued interest factor for the interest period. This
factor will equal the sum of the interest factors calculated for each day
during the interest period. The interest factor for each day will
S-3
be expressed as a decimal and will be calculated by dividing the interest
rate, also expressed as a decimal, applicable to that day by 360. See
"Description of Debt Securities We May Offer -- Types of Debt
Securities -- Floating Rate Debt Securities -- Calculation of Interest" in the
attached prospectus.
- - INTEREST PERIODS: the periods from and including an interest reset date to,
but excluding, the next interest reset date. The initial interest period
relating to the original notes is the period from and including January 12,
2005 to, but excluding, the initial interest reset date, and the initial
interest period for the reopened notes is the period from and including April
12, 2005 to, but excluding, the next interest reset date.
- - INTEREST RESET DATES: every January 12, April 12, July 12 and October 12,
commencing on April 12, 2005; if an interest reset date would otherwise be a
day that is not a business day, the interest reset date will be postponed to
the next day that is a business day. However, if that business day is in the
next succeeding calendar month, the interest reset date will instead be the
immediately preceding business day. An interest reset date that falls on the
stated maturity date will not be changed.
- - DATE INTEREST STARTS ACCRUING: January 12, 2005 (for the original notes);
April 12, 2005 (for the reopened notes).
- - DUE DATES FOR INTEREST: every January 12, April 12, July 12 and October 12,
commencing on April 12, 2005 (for the original notes) and on July 12, 2005
(for the reopened notes). If an interest payment date would otherwise be a day
that is not a business day, the interest payment date will be postponed to the
next day that is a business day. However, if that business day is in the next
succeeding calendar month, the interest payment date will instead be the
immediately preceding business day. An interest payment date that falls on the
stated maturity date will not be changed.
- - FIRST DUE DATE FOR INTEREST: April 12, 2005 (for the original notes); July
12, 2005 (for the reopened notes).
- - REGULAR RECORD DATES FOR INTEREST: every January 1, April 1, July 1 and
October 1
- - BUSINESS DAY: any date that is not a Saturday or Sunday, and that is not a
day on which banking institutions are generally authorized or obligated by
law, regulation or executive order to close in The City of New York, and that
is also a London business day. A London business day is a day on which
dealings in U.S. dollars are transacted in the London interbank market.
- - CALCULATION AGENT: The Bank of New York
- - DEFEASANCE: The notes are not subject to defeasance and covenant defeasance
by us.
- - ADDITIONAL AMOUNTS: We intend to pay principal and interest without deducting
U.S. withholding taxes. If we are required to deduct U.S. withholding taxes
from payment to non-U.S. investors, however, we will pay additional amounts on
those payments, but only to the extent described below under "-- Payment of
Additional Amounts".
- - REDEMPTION: We will not have the option to redeem the notes before they
mature, unless we become obligated to pay additional amounts because of
changes in U.S. withholding tax requirements as described below under "-- When
We Can Redeem the Notes".
- - REPAYMENT AT OPTION OF HOLDER: none
S-4
INTEREST RATE FOR THE FLOATING RATE NOTES DUE 2015
GENERAL
If you purchase a note, your note will bear interest for each interest
period at a rate equal to 0.500% above the interest rate per annum for
three-month deposits in U.S. dollars designated as "LIBOR". The calculation
agent shall determine LIBOR in the following manner:
- LIBOR will be the offered rate per annum for three-month deposits in U.S.
dollars on the relevant interest determination date as that rate appears
on MONEYLINE TELERATE PAGE 3750 as of 11:00 A.M., London time, on the
relevant interest determination date.
- If the rate described above does not appear on Moneyline Telerate page
3750, LIBOR will be determined on the basis of the rates, at
approximately 11:00 A.M., London time, on the relevant interest
determination date, at which deposits of the following kind are offered
to prime banks in the London interbank market by four major banks in that
market selected by the calculation agent: three-month U.S. dollar
deposits, beginning on the relevant interest reset date, and in a
REPRESENTATIVE AMOUNT. The calculation agent will request the principal
London office of each of these banks to provide a quotation of its rate.
If at least two quotations are provided, LIBOR for the relevant interest
determination date will be the arithmetic mean of the quotations.
- If fewer than two quotations are provided as described above, LIBOR for
the relevant interest determination date will be the arithmetic mean of
the rates for loans of the following kind to leading European banks
quoted, at approximately 11:00 A.M. New York City time on that interest
determination date, by three major banks in New York City selected by the
calculation agent: three-month loans of U.S. dollars, beginning on the
relevant interest reset date, and in a representative amount.
- If fewer than three banks selected by the calculation agent are quoting
as described above, LIBOR for the new interest period will be LIBOR in
effect for the prior interest period. If the initial base rate has been
in effect for the prior interest period, however, it will remain in
effect for the new interest period.
The calculation agent's determination of any interest rate, and its
calculation of the amount of interest for any interest period, will be final and
binding in the absence of manifest error.
In this subsection, we use several terms that have special meanings
relevant to calculating LIBOR. We define these terms as follows:
The term "REPRESENTATIVE AMOUNT" means an amount that, in the calculation
agent's judgment, is representative of a single transaction in the relevant
market at the relevant time.
The term "MONEYLINE TELERATE PAGE" means the display on Moneyline Telerate,
Inc., or any successor service, on the page or pages specified in this
prospectus supplement or any replacement page or pages on that service.
ADDITIONAL INFORMATION
ABOUT THE NOTES
BOOK-ENTRY NOTES
We will issue the notes only in book-entry form -- i.e., as global notes
registered in the name of The Depository Trust Company, New York, New York, or
its nominee. The sale of the notes will settle in immediately available funds
through DTC. You will not be permitted to withdraw the notes from DTC except in
the limited situations described in the attached prospectus under "Legal
Ownership and Book-Entry Issuance -- What Is a Global Security? -- Holder's
Option to Obtain a Non-Global Security; Special Situations When a Global
Security Will Be Terminated".
S-5
Investors may hold interests in a global note through organizations that
participate, directly or indirectly, in the DTC system. Those organizations
include Euroclear and Clearstream, Luxembourg. See "Legal Ownership and
Book-Entry Issuance" in the attached prospectus for additional information about
indirect ownership of interests in the notes.
PAYMENT OF ADDITIONAL AMOUNTS
We intend to make all payments on the notes without deducting U.S.
withholding taxes. If we are required by law to do so on payments to non-U.S.
investors, however, we will pay additional amounts on those payments to the
extent described in this subsection.
We will pay additional amounts on a note only if the beneficial owner of
the note is a United States alien. The term "United States alien" means any
person who, for U.S. federal income tax purposes, is:
- a nonresident alien individual;
- a foreign corporation;
- a foreign partnership one or more of the members of which is, for United
States federal income tax purposes, a foreign corporation, a nonresident
alien individual or a nonresident alien fiduciary of a foreign estate or
trust; or
- a nonresident alien fiduciary of an estate or trust that is not subject
to U.S. federal income tax on a net income basis on income or gain from a
note.
If the beneficial owner of a note is a United States alien, we will pay all
additional amounts that may be necessary so that every net payment of interest
or principal on that note will not be less than the amount provided for in that
note. By net payment we mean the amount we or our paying agent pays after
deducting or withholding an amount for or on account of any present or future
tax, assessment or other governmental charge imposed with respect to that
payment by a U.S. taxing authority.
Our obligation to pay additional amounts is subject to several important
exceptions, however. We will NOT pay additional amounts for or on account of any
of the following:
- any tax, assessment or other governmental charge imposed solely because
at any time there is or was a connection between the beneficial
owner -- or between a fiduciary, settlor, beneficiary or member of the
beneficial owner, if the beneficial owner is an estate, trust or
partnership -- and the United States (other than the mere receipt of a
payment or the ownership or holding of a note), including because the
beneficial owner -- or the fiduciary, settlor, beneficiary or
member -- at any time, for U.S. federal income tax purposes:
-- is or was a citizen or resident or is or was treated as a resident of
the United States;
-- is or was present in the United States;
-- is or was engaged in a trade or business in the United States;
-- has or had a permanent establishment in the United States;
-- is or was a domestic or foreign personal holding company, a passive
foreign investment company or a controlled foreign corporation;
-- is or was a corporation that accumulates earnings to avoid U.S.
federal income tax; or
-- is or was a "ten percent shareholder" of The Goldman Sachs Group,
Inc.;
- any tax, assessment or other governmental charge imposed solely because
of a change in applicable law or regulation, or in any official
interpretation or application of applicable law
S-6
or regulation, that becomes effective more than 15 days after the day on
which the payment becomes due or is duly provided for, whichever occurs
later;
- any estate, inheritance, gift, sales, excise, transfer, wealth or
personal property tax, or any similar tax, assessment or other
governmental charge;
- any tax, assessment or other governmental charge imposed solely because
the beneficial owner or any other person fails to comply with any
certification, identification or other reporting requirement concerning
the nationality, residence, identity or connection with the United States
of the holder or any beneficial owner of the note, if compliance is
required by statute, by regulation of the U.S. Treasury department or by
an applicable income tax treaty to which the United States is a party, as
a precondition to exemption from the tax, assessment or other
governmental charge;
- any tax, assessment or other governmental charge that can be paid other
than by deduction or withholding from a payment on the notes;
- any tax, assessment or other governmental charge imposed solely because
the payment is to be made by a particular paying agent (which term may
include us) and would not be imposed if made by another paying agent;
- where such withholding or deduction is imposed on a payment to an
individual and is required to be made pursuant to any European Union
Directive on the taxation of savings or any law implementing or complying
with, or introduced in order to conform to, such Directive;
- by or on behalf of a holder who would be able to avoid withholding or
deduction by presenting the note to another paying agent in a Member
State of the European Union; or
- any combination of the taxes, assessments or other governmental charges
described above.
In addition, we will not pay additional amounts with respect to any payment of
principal or interest to any United States alien who is a fiduciary or a
partnership, or who is not the sole beneficial owner of the payment, to the
extent that we would not have to pay additional amounts to any beneficiary or
settlor of the fiduciary or any member of the partnership, or to any beneficial
owner of the payment, if that person or entity were treated as the beneficial
owner of the note for this purpose.
When we refer to a "U.S. taxing authority" in the discussion of additional
amounts above and in the discussion of redemption for tax reasons below, we mean
the United States of America or any state, other jurisdiction or taxing
authority in the United States. When we refer to the "United States", we mean
the United States of America, including the states and the District of Columbia,
together with the territories, possessions and all other areas subject to the
jurisdiction of the United States of America.
When we refer to any payment of interest or principal on a note, this
includes any additional amount that may be payable as described above in respect
of that payment.
WHEN WE CAN REDEEM THE NOTES
We will not be permitted to redeem the notes before their stated maturity,
except as described below. The notes will not be entitled to the benefit of any
sinking fund -- that is, we will not deposit money on a regular basis into any
separate custodial account to repay your note. In addition, you will not be
entitled to require us to buy your note from you before its stated maturity.
We will be entitled, at our option, to redeem the outstanding notes in
whole and not in part if at any time we become obligated to pay additional
amounts on any of those notes on the next
S-7
interest payment date, but only if our obligation results from a change in the
laws or regulations of any U.S. taxing authority, or from a change in any
official interpretation or application of those laws or regulations, that
becomes effective or is announced on or after January 5, 2005.
If we redeem any notes, we will do so at a redemption price equal to 100%
of the principal amount of the notes redeemed, plus accrued interest to the
redemption date.
If we become entitled to redeem the notes, we may do so at any time on a
redemption date of our choice. However, we must give the holders of the notes
being redeemed notice of the redemption not less than 30 days or more than 60
days before the redemption date and not more than 90 days before the next date
on which we would be obligated to pay additional amounts. In addition, our
obligation to pay additional amounts must remain in effect when we give the
notice of redemption. We will give the notice in the manner described under
"Description of Debt Securities We May Offer -- Notices" in the attached
prospectus.
We or our affiliates may purchase notes from investors who are willing to
sell from time to time, either in the open market at prevailing prices or in
private transactions at negotiated prices. For example, we currently expect
Goldman, Sachs & Co. and Goldman Sachs International to make a market in the
notes by purchasing and reselling notes from time to time. Notes that we or our
affiliates purchase may, at our or their discretion, be held, resold or
cancelled.
S-8
EMPLOYEE RETIREMENT INCOME SECURITY ACT
This section is only relevant to you if you are an insurance company or the
fiduciary of a pension plan or an employee benefit plan (including a
governmental plan, an IRA or a Keogh plan) proposing to invest in the notes.
The Employee Retirement Income Security Act of 1974, as amended, which we
call "ERISA", and the Internal Revenue Code of 1986, as amended, prohibit
certain transactions involving the assets of an employee benefit plan and
certain persons who are "parties in interest" (within the meaning of ERISA) or
"disqualified persons" (within the meaning of the Internal Revenue Code) with
respect to the plan; governmental plans may be subject to similar prohibitions.
Therefore, a plan fiduciary considering purchasing notes should consider whether
the purchase or holding of such instruments might constitute a "prohibited
transaction".
The Goldman Sachs Group, Inc. and certain of its affiliates may each be
considered a "party in interest" or a "disqualified person" with respect to many
employee benefit plans by reason of, for example, The Goldman Sachs Group, Inc.
(or its affiliate) providing services to such plans. Prohibited transactions
within the meaning of ERISA or the Internal Revenue Code may arise, for example,
if notes are acquired by or with the assets of a pension or other employee
benefit plan that is subject to the fiduciary responsibility provisions of ERISA
or Section 4975 of the Internal Revenue Code (including individual retirement
accounts and other plans described in Section 4975(e)(1) of the Internal Revenue
Code), which we call a "plan", and with respect to which The Goldman Sachs
Group, Inc. or any of its affiliates is a "party in interest" or a "disqualified
person", unless those notes are acquired under an exemption for transactions
effected on behalf of that plan by a "qualified professional asset manager" or
an "in-house asset manager", for transactions involving insurance company
general accounts, for transactions involving insurance company pooled separate
accounts, for transactions involving bank collective trusts, or under another
available exemption. The assets of a plan may include assets held in the general
account of an insurance company that are deemed to be "plan assets" under ERISA.
The person making the decision on behalf of a plan or a governmental plan shall
be deemed, on behalf of itself and the plan, by purchasing and holding the
notes, or exercising any rights related thereto, to represent that such
purchase, holding and exercise will not result in a non-exempt prohibited
transaction under ERISA or the Internal Revenue Code (or, with respect to a
governmental plan, under any similar applicable law or regulation).
If you are an insurance company or the fiduciary of a pension plan or an
employee benefit plan, and propose to invest in the notes, you should consult
your legal counsel.
S-9
EXPERTS
The financial statements, financial statement schedule, and management's
assessment of the effectiveness of internal control over financial reporting
(which is included in Management's Report on Internal Control over Financial
Reporting) of Goldman Sachs incorporated by reference to the Annual Report on
Form 10-K for the fiscal year ended November 26, 2004 have been so incorporated
in reliance on the reports of PricewaterhouseCoopers LLP, an independent
registered public accounting firm, given on the authority of said firm as
experts in auditing and accounting.
The historical income statement, balance sheet and common share data set
forth in "Selected Consolidated Financial Data" for each of the five fiscal
years in the period ended November 26, 2004 incorporated by reference in this
prospectus supplement have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, an independent registered public accounting firm,
given on the authority of said firm as experts in auditing and accounting.
With respect to the unaudited condensed consolidated financial statements
of Goldman Sachs as of and for the three months ended February 25, 2005 and for
the three months ended February 27, 2004 incorporated by reference in this
prospectus supplement, PricewaterhouseCoopers LLP reported that they have
applied limited procedures in accordance with professional standards for a
review of such information. However, their report dated April 5, 2005
incorporated by reference herein states that they did not audit and they do not
express an opinion on the unaudited condensed consolidated financial statements.
Accordingly, the degree of reliance on their reports on such information should
be restricted in light of the limited nature of the review procedures applied.
PricewaterhouseCoopers LLP is not subject to the liability provisions of Section
11 of the Securities Act of 1933 for their reports on the unaudited condensed
consolidated financial statements because the reports are not "reports" or a
"part" of the registration statements prepared or certified by
PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the
Securities Act of 1933.
S-10
UNDERWRITING
The Goldman Sachs Group, Inc. and Goldman, Sachs & Co. have entered into a
pricing agreement with respect to the $120,000,000 principal amount of the notes
initially offered on the date of this prospectus supplement. Of the remaining
$720,000,000, $100,000,000 principal amount was purchased by Goldman, Sachs &
Co. in connection with the initial offering and sale of those notes and their
issuance on February 4, 2005, and $620,000,000 principal amount of the notes was
purchased by Goldman, Sachs & Co. and certain other underwriters in connection
with the initial offering and sale of those notes and their issuance on January
12, 2005. Subject to certain conditions, Goldman, Sachs & Co. has agreed to
purchase $120,000,000 principal amount of the reopened notes.
The reopened notes will initially be offered at the initial public offering
price set forth on the cover of this prospectus supplement. Any reopened notes
sold by Goldman, Sachs & Co. to securities dealers may be sold at a discount
from the initial public offering price of up to 0.300% of the principal amount
of the reopened notes. Any such securities dealers may resell any reopened notes
purchased from Goldman, Sachs & Co. to certain other brokers or dealers at a
discount from the initial public offering price of up to 0.250% of the principal
amount of the reopened notes. If all the reopened notes are not sold at the
initial public offering price, Goldman, Sachs & Co. may change the initial
public offering price and the other selling terms.
Goldman, Sachs & Co. may offer the reopened notes for sale outside the
United States either directly or through affiliates or other dealers acting as
selling agents.
The Goldman Sachs Group, Inc. has been advised by Goldman, Sachs & Co. and
Goldman Sachs International that Goldman, Sachs & Co. and Goldman Sachs
International currently make a market in the notes. Other affiliates of The
Goldman Sachs Group, Inc. may also do so. Neither Goldman, Sachs & Co., Goldman
Sachs International nor any other affiliate, however, is obligated to do so and
any of them may discontinue market-making at any time without notice. No
assurance can be given as to the liquidity or the trading market for the notes.
Please note that the information about the original issue date, original
issue price and net proceeds to The Goldman Sachs Group, Inc. on the front cover
page relates only to the initial sale of the reopened notes. If you have
purchased a note in a market-making transaction after the initial sale,
information about the price and date of sale to you will be provided in a
separate confirmation of sale. The initial public offering price of the
$100,000,000 principal amount of the notes issued on February 4, 2005 was
100.3308% of their par value, and the initial offering price of the $620,000,000
principal amount of the notes issued on January 12, 2005 was 100.000% of their
par value.
Goldman, Sachs & Co. is not permitted to sell notes in this offering to an
account over which it exercises discretionary authority without the prior
written approval of the customer to which the account relates.
Goldman, Sachs & Co. has represented, warranted and agreed that: (i) it has
not offered or sold and, prior to the expiry of a period of six months from the
issue date, will not offer or sell any notes to persons in the United Kingdom
except to persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the purposes of
their businesses or otherwise in circumstances which have not resulted and will
not result in an offer to the public in the United Kingdom within the meaning of
the Public Offers of Securities Regulations 1995; (ii) it has only communicated
or caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment activity
(within the meaning of section 21 of the Financial Services and Markets Act 2000
("FSMA")) received by it in connection with the issue or sale of any notes in
circumstances in which section 21(1) of the FSMA does not apply to The Goldman
Sachs Group, Inc.; and (iii) it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done by it in relation to the
notes in, from or otherwise involving the United Kingdom.
S-11
Goldman, Sachs & Co. has represented and agreed that it has not, directly
or indirectly, offered or sold and will not, directly or indirectly, offer or
sell in the Netherlands any notes with a denomination of less than EUR 50,000
(or its foreign currency equivalent) other than to persons who trade or invest
in securities in the conduct of a profession or business (which include banks,
stockbrokers, insurance companies, pension funds, other institutional investors
and finance companies and treasury departments of large enterprises) unless one
of the other exemptions from or exceptions to the prohibition contained in
article 3 of the Dutch Securities Transactions Supervision Act 1995 (Wet
toezicht effectenverkeer 1995) is applicable and the conditions attached to such
exemption or exception are complied with.
The notes may not be offered or sold by means of any document other than to
persons whose ordinary business is to buy or sell shares or debentures, whether
as principal or agent, or in circumstances which do not constitute an offer to
the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong,
and no advertisement, invitation or document relating to the notes may be
issued, whether in Hong Kong or elsewhere, which is directed at, or the contents
of which are likely to be accessed or read by, the public in Hong Kong (except
if permitted to do so under the securities laws of Hong Kong) other than with
respect to notes which are or are intended to be disposed of only to persons
outside Hong Kong or only to "professional investors" within the meaning of the
Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made
thereunder.
This prospectus supplement has not been registered as a prospectus with the
Monetary Authority of Singapore. Accordingly, this prospectus supplement and any
other document or material in connection with the offer or sale, or invitation
or subscription or purchase, of the notes may not be circulated or distributed,
nor may the notes be offered or sold, or be made the subject of an invitation
for subscription or purchase, whether directly or indirectly, to persons in
Singapore other than under circumstances in which such offer, sale or invitation
does not constitute an offer or sale, or invitation for subscription or
purchase, of the notes to the public in Singapore.
The notes have not been and will not be registered under the Securities and
Exchange Law of Japan (the Securities and Exchange Law) and Goldman, Sachs & Co.
has agreed that it will not offer or sell any notes, directly or indirectly, in
Japan or to, or for the benefit of, any resident of Japan (which term as used
herein means any person resident in Japan, including any corporation or other
entity organized under the laws of Japan), or to others for re-offering or
resale, directly or indirectly, in Japan or to a resident of Japan, except
pursuant to an exemption from the registration requirements of, and otherwise in
compliance with, the Securities and Exchange Law and any other applicable laws,
regulations and ministerial guidelines of Japan.
The Goldman Sachs Group, Inc. estimates that its share of the total
offering expenses for the reopened notes, excluding underwriting discounts and
commissions, whether paid to Goldman, Sachs & Co. or any other underwriter, will
be approximately $95,000.
The Goldman Sachs Group, Inc. has agreed to indemnify the several
underwriters against certain liabilities, including liabilities under the
Securities Act of 1933.
Certain of the underwriters and their affiliates have in the past provided,
and may in the future from time to time provide, investment banking and general
financing and banking services to The Goldman Sachs Group, Inc. and its
affiliates, for which they have in the past received, and may in the future
receive, customary fees. The Goldman Sachs Group, Inc. and its affiliates have
in the past provided, and may in the future from time to time provide, similar
services to the underwriters and their affiliates on customary terms and for
customary fees.
S-12
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No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You must
not rely on any unauthorized information or representations. This prospectus is
an offer to sell only the notes offered hereby, but only under circumstances and
in jurisdictions where it is lawful to do so. The information contained in this
prospectus is current only as of its date.
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TABLE OF CONTENTS
Prospectus Supplement
<Table>
<Caption>
Page
----
Ratio of Earnings to Fixed Charges.... S-2
Specific Terms of the Notes........... S-3
Employee Retirement Income Security
Act................................. S-9
Experts............................... S-10
Underwriting.......................... S-11
Prospectus, dated March 15, 2005
Available Information................. 2
Prospectus Summary.................... 4
Ratio of Earnings to Fixed Charges.... 8
Use of Proceeds....................... 8
Description of Debt Securities We May
Offer............................... 9
Description of Warrants We May
Offer............................... 31
Description of Purchase Contracts We
May Offer........................... 48
Description of Units We May Offer..... 53
Description of Preferred Stock We May
Offer............................... 58
The Issuer Trusts..................... 66
Description of Capital Securities and
Related Instruments................. 69
Description of Capital Stock of The
Goldman Sachs Group, Inc. .......... 93
Legal Ownership and Book-Entry
Issuance............................ 98
Considerations Relating to Securities
Issued in Bearer Form............... 104
Considerations Relating to Indexed
Securities.......................... 109
Considerations Relating to Securities
Denominated or Payable in or Linked
to a Non-U.S. Dollar Currency....... 112
Considerations Relating to Capital
Securities.......................... 115
United States Taxation................ 118
Plan of Distribution.................. 142
Employee Retirement Income Security
Act................................. 145
Validity of the Securities............ 145
Experts............................... 145
Cautionary Statement Pursuant to the
Private Securities Litigation Reform
Act of 1995......................... 146
</Table>
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$840,000,000
THE GOLDMAN SACHS
GROUP, INC.
Floating Rate Notes
due 2015
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[GOLDMAN SACHS LOGO]
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GOLDMAN, SACHS & CO.
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