Subject to Completion. Dated September 14, 2018.
GS Finance Corp.
$
MSCI Emerging Markets Index-Linked Trigger Notes due
guaranteed by
The Goldman Sachs Group, Inc.
|
● |
if the final index level is equal to or greater than 65% of the initial index level, the sum of (a) $1,000 plus (b) the greater of:
|
● |
(i) the product of the index return times 1.5 times $1,000, subject to the maximum settlement amount of $1,466.5; and
|
● |
(ii) the product of 0% times $1,000; or
|
● |
if the final index level is less than 65% of the initial index level, the sum of (a) $1,000 plus (b) the product of the index return times $1,000.
|
Original issue date:
|
expected to be September 19, 2018
|
Original issue price:
|
100% of the face amount*
|
Underwriting discount:
|
% of the face amount*
|
Net proceeds to the issuer:
|
% of the face amount
|
Goldman Sachs & Co. LLC
|
JPMorgan
Placement Agent
|
|
Estimated Value of Your Notes
The estimated value of your notes at the time the terms of your notes are set on the trade date (as determined by reference to pricing models used by Goldman Sachs & Co. LLC (GS&Co.) and taking into account our credit spreads) is expected to be between $950 and $980 per $1,000 face amount, which is less than the original issue price. The value of your notes at any time will reflect many factors and cannot be predicted; however, the price (not including GS&Co.’s customary bid and ask spreads) at which GS&Co. would initially buy or sell notes (if it makes a market, which it is not obligated to do) and the value that GS&Co. will initially use for account statements and otherwise is equal to approximately the estimated value of your notes at the time of pricing, plus an additional amount (initially equal to $ per $1,000 face amount).
Prior to , the price (not including GS&Co.’s customary bid and ask spreads) at which GS&Co. would buy or sell your notes (if it makes a market, which it is not obligated to do) will equal approximately the sum of (a) the then-current estimated value of your notes (as determined by reference to GS&Co.’s pricing models) plus (b) any remaining additional amount (the additional amount will decline to zero on a straight-line basis from the time of pricing through ). On and after , the price (not including GS&Co.’s customary bid and ask spreads) at which GS&Co. would buy or sell your notes (if it makes a market) will equal approximately the then-current estimated value of your notes determined by reference to such pricing models.
|
About Your Prospectus
The notes are part of the Medium-Term Notes, Series E program of GS Finance Corp. and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. This prospectus includes this pricing supplement and the accompanying documents listed below. This pricing supplement constitutes a supplement to the documents listed below and should be read in conjunction with such documents:
The information in this pricing supplement supersedes any conflicting information in the documents listed above. In addition, some of the terms or features described in the listed documents may not apply to your notes.
|
We refer to the notes we are offering by this pricing supplement as the “offered notes” or the “notes”. Each of the offered notes has the terms described below. Please note that in this pricing supplement, references to “GS Finance Corp.”, “we”, “our” and “us” mean only GS Finance Corp. and do not include its subsidiaries or affiliates, references to “The Goldman Sachs Group, Inc.”, our parent company, mean only The Goldman Sachs Group, Inc. and do not include its subsidiaries or affiliates and references to “Goldman Sachs” mean The Goldman Sachs Group, Inc. together with its consolidated subsidiaries and affiliates, including us. Also, references to the “accompanying prospectus” mean the accompanying prospectus, dated July 10, 2017, references to the “accompanying prospectus supplement” mean the accompanying prospectus supplement, dated July 10, 2017, for Medium-Term Notes, Series E, references to the “accompanying general terms supplement no. 1,734” mean the accompanying general terms supplement no. 1,734, dated July 10, 2017, and references to the “accompanying product supplement no. 1,740” mean the accompanying product supplement no. 1,740, dated July 10, 2017, in each case of GS Finance Corp. and The Goldman Sachs Group, Inc. The notes will be issued under the senior debt indenture, dated as of October 10, 2008, as supplemented by the First Supplemental Indenture, dated as of February 20, 2015, each among us, as issuer, The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee. This indenture, as so supplemented and as further supplemented thereafter, is referred to as the “GSFC 2008 indenture” in the accompanying prospectus supplement.
This section is meant as a summary and should be read in conjunction with the section entitled “General Terms of the Underlier-Linked Trigger Notes” on page S-36 of the accompanying product supplement no. 1,740 and “Supplemental Terms of the Notes” on page S-16 of the accompanying general terms supplement no. 1,734. Please note that certain features, as noted below, described in the accompanying product supplement no. 1,740 and general terms supplement no. 1,734 are not applicable to the notes. This pricing supplement supersedes any conflicting provisions of the accompanying product supplement no. 1,740 or the accompanying general terms supplement no. 1,734.
|
Issuer:
|
GS Finance Corp.
|
Guarantor:
|
The Goldman Sachs Group, Inc.
|
Underlier:
|
The MSCI Emerging Markets Index (Bloomberg symbol, “MXEF Index”) as maintained by MSCI Inc. The MSCI Emerging Markets Index is a price return index and, therefore, the paragraph under “The Underliers — MSCI Indices – Calculation Methodology for the MSCI Indices – Daily Total Return Methodology” on page S-51 of the accompanying general terms supplement no. 1,734 does not apply to the underlier.
|
Specified currency:
|
U.S. dollars (“$”)
|
Terms to be specified in
accordance with the
accompanying product
supplement no. 1,740:
|
● type of notes: notes linked to a single underlier
● exchange rates: not applicable
● averaging dates: yes, as described below
● redemption right or price dependent redemption right: not applicable
● cap level: yes, as described below
● measurement period: not applicable
|
● buffer level: not applicable
|
|
● supplemental amount: not applicable
|
|
Face amount:
|
each note will have a face amount of $1,000; $ 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
|
Denominations:
|
$10,000 and integral multiples of $1,000 in excess thereof
|
Purchase at amount other
than face amount:
|
the amount we will pay you at the stated maturity date for your notes will not be adjusted based on the issue price you pay for your notes, so if you acquire notes at a premium (or discount) to face amount and hold them to the stated maturity date, it could affect your investment in a number of ways. The return on your investment in such notes will be lower (or higher) than it would have been had you purchased the notes at face amount. Also, the cap level would be triggered at a lower (or higher) percentage return than indicated below, relative to your initial investment. See “Additional Risk Factors Specific to Your Notes — If You Purchase Your Notes at a Premium to Face Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at Face Amount and the Impact of Certain Key Terms of the Notes Will be Negatively Affected” on page PS-16 of this pricing supplement.
|
Supplemental discussion of
U.S. federal income tax
consequences:
|
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 pre-paid derivative contract in respect of the underlier, as described under “Supplemental Discussion of Federal Income Tax Consequences” on page S-43 of the accompanying product supplement no. 1,740. Pursuant to this approach, it is the opinion of Sidley Austin llp that upon the sale, exchange or maturity of your notes, it would be reasonable for you to 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. Pursuant to Treasury regulations, Foreign Account Tax Compliance Act (FATCA) withholding (as described in “United States Taxation—Taxation of Debt Securities—Foreign Account Tax Compliance Act (FATCA) Withholding” in the accompanying prospectus) will generally apply to obligations that are issued on or after July 1, 2014; therefore, the notes will generally be subject to FATCA withholding. However, according to published guidance, the withholding tax described above will not apply to payments of gross proceeds from the sale, exchange or other disposition of the notes made before January 1, 2019.
|
Cash settlement amount (on the
stated maturity date):
|
for each $1,000 face amount of your notes, we will pay you on the stated maturity date an amount in cash equal to:
● if a trigger event does not occur, 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; and
● the product of the contingent minimum return times $1,000; or
● if a trigger event occurs, the sum of (i) $1,000 plus (ii) the product of the underlier return times $1,000
|
Initial underlier level:
|
1,017.64 (the closing level of the underlier on September 13, 2018)
|
Final underlier level:
|
the arithmetic average of the closing levels of the underlier on each of the averaging dates, except in the limited circumstances described under “Supplemental Terms of the Notes —Consequences of a Market Disruption Event or a Non-Trading Day” on page S-23 of the accompanying general terms supplement no. 1,734 and subject to
|
adjustment as provided under “Supplemental Terms of the Notes — Discontinuance or Modification of an Underlier” on page S-27 of the accompanying general terms supplement no. 1,734
|
|
Underlier return:
|
the quotient of (1) the final underlier level minus the initial underlier level divided by (2) the initial underlier level, expressed as a percentage
|
Upside participation rate:
|
150%
|
Cap level:
|
131.1% of the initial underlier level
|
Maximum settlement amount:
|
$1,466.5
|
Trigger event:
|
the final underlier level has declined, as compared to the initial underlier level, by more than the trigger buffer amount
|
Trigger buffer amount:
|
35%
|
Contingent minimum return:
|
0%
|
Trade date:
|
expected to be September 14, 2018
|
Original issue date (settlement
date) (to be set on the trade
date):
|
expected to be September 19, 2018
|
Determination date (to be set
on the trade date):
|
the final averaging date, expected to be September 13, 2021, subject to adjustment as described under “Supplemental Terms of the Notes — Averaging Dates” on page S-18 of the accompanying general terms supplement no. 1,734
|
Stated maturity date (to be set
on the trade date):
|
expected to be September 16, 2021, subject to adjustment as described under “Supplemental Terms of the Notes — Stated Maturity Date” on page S-16 of the accompanying general terms supplement no. 1,734
|
Averaging dates (to be set on
the trade date):
|
expected to be September 7, 2021, September 8, 2021, September 9, 2021, September 10, 2021 and September 13, 2021, each subject to postponement as described under “Supplemental Terms of the Notes — Averaging Dates” on page S-18 of the accompanying general terms supplement no. 1,734
|
No interest:
|
the offered notes will 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
|
Closing level:
|
as described under “Supplemental Terms of the Notes — Special Calculation Provisions — Closing Level” on page S-31 of the accompanying general terms supplement no. 1,734
|
Business day:
|
as described under “Supplemental Terms of the Notes — Special Calculation Provisions — Business Day” on page S-30 of the accompanying general terms supplement no. 1,734
|
Trading day:
|
means a day on which the respective principal securities markets for all of the underlier stocks are open for trading, the underlier sponsor is open for business and the underlier is calculated and published by the underlier sponsor. Although the underlier sponsor may publish the underlier level on a day when one or more of the principal securities markets for the underlier stocks are closed, that day would not be a trading day for purposes of the underlier
|
Use of proceeds and hedging:
|
as described under “Use of Proceeds” and “Hedging” on page S-41 of the accompanying product supplement no. 1,740
|
ERISA:
|
as described under “Employee Retirement Income Security Act” on page S-50 of the accompanying product supplement no. 1,740
|
Supplemental plan of
distribution; conflicts of
interest:
|
as described under “Supplemental Plan of Distribution” on page S-51 of the accompanying product supplement no. 1,740 and “Plan of Distribution — Conflicts of Interest” on page 94 of the accompanying prospectus; GS Finance Corp. estimates that its share of the total offering expenses, excluding underwriting discounts and commissions, will be approximately $ .
|
GS Finance Corp. expects to agree to sell to Goldman Sachs & Co. LLC (“GS&Co.”), and GS&Co. expects to agree to purchase from GS Finance Corp., the aggregate face amount of the offered notes specified on the front cover of this pricing supplement. GS&Co. proposes initially to offer the notes to the public at the original issue price set forth on the cover page of this pricing supplement, and to certain securities dealers at such price less a concession not in excess of % 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 % 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 GS&Co. GS&Co. is an affiliate of GS Finance Corp. and The Goldman Sachs Group, Inc. and, as such, will have a “conflict of interest” in this offering of notes within the meaning of Financial Industry Regulatory Authority, Inc. (FINRA) Rule 5121. Consequently, this offering of notes will be conducted in compliance with the provisions of FINRA Rule 5121. GS&Co. will not be 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.
|
|
We expect to deliver the notes against payment therefor in New York, New York on September 19, 2018. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on any date prior to two business days before delivery will be required to specify alternative settlement arrangements to prevent a failed settlement.
|
|
We have been advised by GS&Co. that it intends to make a market in the notes. However, neither GS&Co. nor any of our other affiliates that makes a market is obligated to do so and any of them may stop doing so at any time without notice. No assurance can be given as to the liquidity or trading market for the notes.
|
|
Calculation agent:
|
GS&Co.
|
CUSIP no.:
|
40055QZE5
|
ISIN no.:
|
US 40055QZE50
|
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
|
Investment Objective
|
|
For investors:
· who believe that (i) the final underlier level will increase by not more than 31.1% relative to the initial underlier level and (ii) the final underlier level will not decline by more than 35% relative to the initial underlier level; and
· who want to receive (i) a leveraged upside return if the final underlier level is greater than the initial underlier level, subject to the maximum settlement amount, or (ii) the contingent minimum return of 0% if the final underlier level declines, as compared to the initial underlier level, by up to 35%, in exchange for bearing the full downside risk if the final underlier level declines by more than 35% relative to the initial underlier level, including the risk of losing their entire investment in the notes.
|
Determining the Cash Settlement Amount
|
|
Your payment at maturity will be based on the underlier return and whether a trigger event occurs. The underlier return will be calculated by subtracting the initial underlier level of 1,017.64 (set on September 13, 2018) from the final underlier level, which is the arithmetic average of the closing levels of the underlier on each of the averaging dates, and then dividing the resulting number by the initial underlier level and expressing it as a positive or negative percentage. A trigger event will occur if the final underlier level has declined, as compared to the initial underlier level, by more than the trigger buffer amount of 35%.
On the stated maturity date, for each $1,000 face amount of your notes:
· if a trigger event occurs, you will receive 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, you will receive the sum of (i) $1,000 plus (ii) the greater of:
o the product of the underlier return times the upside participation rate times $1,000, subject to the maximum settlement amount; or
o $0.
The notes do not pay interest. Payment on the notes is subject to the creditworthiness of GS Finance Corp., as issuer, and The Goldman Sachs Group, Inc., as guarantor.
You could lose your entire investment in the notes.
The maximum payment that you could receive for each $1,000 face amount of your notes is limited to the maximum settlement amount of $1,466.5.
You should expect to hold the notes until the maturity date. There may be little or no secondary market for the notes. We have been advised by GS&Co. that it intends to make a market in the notes. However, neither GS&Co. nor any of our other affiliates that makes a market is obligated to do so and any of them may stop doing so at any time without notice.
|
Indicative Terms
|
|||
Issuer
|
GS Finance Corp.
|
||
Guarantor
|
The Goldman Sachs Group, Inc.
|
||
Underlier
|
the MSCI Emerging Markets Index (Bloomberg symbol, “MXEF Index”), as maintained by MSCI Inc. The MSCI Emerging Markets Index is a price return index and, therefore, the paragraph under “The Underliers — MSCI Indices – Calculation Methodology for the MSCI Indices – Daily Total Return Methodology” on page S-51 of the accompanying general terms supplement no. 1,734 does not apply to the underlier.
|
||
Trade Date
|
expected to be September 14, 2018
|
||
Settlement Date
|
expected to be September 19, 2018
|
||
Stated Maturity Date
|
expected to be September 16, 2021
|
||
Averaging Dates
|
expected to be September 7, 2021, September 8, 2021, September 9, 2021, September 10, 2021 and September 13, 2021
|
||
Determination Date
|
the final averaging date, expected to be September 13, 2021
|
||
Initial Underlier Level
|
1,017.64 (the closing level of the underlier on September 13, 2018)
|
||
Final Underlier Level
|
the arithmetic average of the closing levels of the underlier on each of the averaging dates
|
||
Underlier Return
|
the quotient of (1) the final underlier level minus the initial underlier level divided by (2) the initial underlier level, expressed as a percentage
|
||
Trigger Event
|
the final underlier level has declined, as compared to the initial underlier level, by more than the trigger buffer amount
|
||
Trigger Buffer Amount
|
35%
|
||
Contingent Minimum Return
|
0%
|
||
Upside Participation Rate
|
150%
|
||
Cap Level
|
131.1% of the initial underlier level
|
||
Maximum Settlement Amount
|
$1,466.5
|
||
Denomination
|
USD
|
||
CUSIP
|
40055QZE5
|
||
Placement Agent
|
JPMorgan Securities LLC
|
Risk Factors
|
|
You should read “Additional Risk Factors Specific to the Underlier-Linked Trigger Notes” on page S-31 of the accompanying product supplement no. 1,740, “Additional Risk Factors Specific to the Notes” on page S-1 of the accompanying general terms supplement no. 1,734 and “Additional Risk Factors Specific to Your Notes” on page PS-13 of this pricing supplement so that you may better understand the risks associated with an investment in the notes.
|
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 final underlier levels could have on the cash settlement amount at maturity assuming all other variables remain constant.
|
Hypothetical Cash Settlement Amount
|
||
Hypothetical Final Underlier Level (as Percentage of Initial Underlier Level)
|
Hypothetical Cash Settlement Amount (as Percentage of Face Amount)
|
|
Trigger Event has not occurred
|
Trigger Event has occurred
|
|
150.000%
|
146.650%
|
N/A
|
145.000%
|
146.650%
|
N/A
|
140.000%
|
146.650%
|
N/A
|
135.000%
|
146.650%
|
N/A
|
132.000%
|
146.650%
|
N/A
|
131.100%
|
146.650%
|
N/A
|
106.000%
|
109.000%
|
N/A
|
104.000%
|
106.000%
|
N/A
|
102.000%
|
103.000%
|
N/A
|
100.000%
|
100.000%
|
N/A
|
95.000%
|
100.000%
|
N/A
|
90.000%
|
100.000%
|
N/A
|
65.000%
|
100.000%
|
N/A
|
64.999%
|
N/A
|
64.999%
|
60.000%
|
N/A
|
60.000%
|
50.000%
|
N/A
|
50.000%
|
25.000%
|
N/A
|
25.000%
|
0.000%
|
N/A
|
0.000%
|
Key Terms and Assumptions
|
|||
Face amount
|
$1,000
|
||
Upside participation rate
|
150%
|
||
Cap level
|
131.1% of the initial underlier level
|
||
Maximum settlement amount
|
$1,466.5
|
||
Contingent minimum return
|
0%
|
||
Trigger buffer amount
|
35%
|
||
Neither a market disruption event nor a non-trading day occurs on any of the originally scheduled averaging dates
|
|||
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 at the face amount and held to the stated maturity date
|
Hypothetical Final Underlier
Level
|
Hypothetical Cash Settlement Amount
(as Percentage of Face Amount)
|
|
(as Percentage of
Initial Underlier Level)
|
Trigger Event has not
occurred
|
Trigger Event has
occurred
|
150.000%
|
146.650%
|
N/A
|
145.000%
|
146.650%
|
N/A
|
140.000%
|
146.650%
|
N/A
|
135.000%
|
146.650%
|
N/A
|
132.000%
|
146.650%
|
N/A
|
131.100%
|
146.650%
|
N/A
|
106.000%
|
109.000%
|
N/A
|
104.000%
|
106.000%
|
N/A
|
102.000%
|
103.000%
|
N/A
|
100.000%
|
100.000%
|
N/A
|
95.000%
|
100.000%
|
N/A
|
90.000%
|
100.000%
|
N/A
|
65.000%
|
100.000%
|
N/A
|
64.999%
|
N/A
|
64.999%
|
60.000%
|
N/A
|
60.000%
|
50.000%
|
N/A
|
50.000%
|
25.000%
|
N/A
|
25.000%
|
0.000%
|
N/A
|
0.000%
|
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 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 examples above.
|
An investment in your notes is subject to the risks described below, as well as the risks and considerations described in the accompanying prospectus, in the accompanying prospectus supplement, under “Additional Risk Factors Specific to the Notes” in the accompanying general terms supplement no. 1,734 and under “Additional Risk Factors Specific to the Underlier-Linked Trigger Notes” in the accompanying product supplement no. 1,740. You should carefully review these risks and considerations as well as the terms of the notes described herein and in the accompanying prospectus, the accompanying prospectus supplement, the accompanying general terms supplement no. 1,734 and the accompanying product supplement no. 1,740. 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.
|
Country:
|
Percentage (%)*
|
Brazil
|
5.92%
|
Chile
|
1.10%
|
China
|
30.49%
|
Colombia
|
0.47%
|
Czech Republic
|
0.20%
|
Egypt
|
0.14%
|
Greece
|
0.30%
|
Hungary
|
0.29%
|
India
|
9.35%
|
Indonesia
|
1.96%
|
Korea, Republic Of
|
14.79%
|
Malaysia
|
2.52%
|
Mexico
|
3.24%
|
Pakistan
|
0.07%
|
Peru
|
0.41%
|
Philippines
|
1.02%
|
Poland
|
1.22%
|
Qatar
|
0.99%
|
Russian Federation
|
3.45%
|
South Africa
|
6.02%
|
Taiwan, Province Of China
|
12.41%
|
Thailand
|
2.43%
|
Turkey
|
0.55%
|
United Arab Emirates
|
0.69%
|
Sector**
|
Percentage (%)*
|
Consumer Discretionary
|
9.10%
|
Consumer Staples
|
6.61%
|
Energy
|
7.93%
|
Financials
|
22.83%
|
Health Care
|
3.14%
|
Industrials
|
5.35%
|
Information Technology
|
27.16%
|
Materials
|
7.79%
|
Real Estate
|
2.92%
|
Telecommunication Services
|
4.56%
|
Utilities
|
2.50%
|
Page
|
|
PS-3
|
|
PS-11
|
|
PS-14
|
|
PS-19
|
|
Product Supplement No. 1,740 dated July 10, 2017
|
|
Summary Information
|
S-1
|
Hypothetical Returns on the Underlier-Linked Trigger Notes
|
S-10
|
Additional Risk Factors Specific to the Underlier-Linked Trigger Notes
|
S-31
|
General Terms of the Underlier-Linked Trigger Notes
|
S-36
|
Use of Proceeds
|
S-41
|
Hedging
|
S-41
|
Supplemental Discussion of Federal Income Tax Consequences
|
S-43
|
Employee Retirement Income Security Act
|
S-50
|
Supplemental Plan of Distribution
|
S-51
|
Conflicts of Interest
|
S-54
|
General Terms Supplement No. 1,734 dated July 10, 2017
|
|
Additional Risk Factors Specific to the Notes
|
S-1
|
Supplemental Terms of the Notes
|
S-16
|
The Underliers
|
S-36
|
S&P 500® Index
|
S-40
|
MSCI Indices
|
S-46
|
Hang Seng China Enterprises Index
|
S-55
|
Russell 2000® Index
|
S-61
|
FTSE® 100 Index
|
S-69
|
EURO STOXX 50® Index
|
S-75
|
TOPIX
|
S-82
|
The Dow Jones Industrial Average®
|
S-87
|
The iShares® MSCI Emerging Markets ETF
|
S-91
|
Use of Proceeds
|
S-94
|
Hedging
|
S-94
|
Employee Retirement Income Security Act
|
S-95
|
Supplemental Plan of Distribution
|
S-96
|
Conflicts of Interest
|
S-98
|
Prospectus Supplement dated July 10, 2017
|
|
Use of Proceeds
|
S-2
|
Description of Notes We May Offer
|
S-3
|
Considerations Relating to Indexed Notes
|
S-15
|
United States Taxation
|
S-18
|
Employee Retirement Income Security Act
|
S-19
|
Supplemental Plan of Distribution
|
S-20
|
Validity of the Notes and Guarantees
|
S-21
|
Prospectus dated July 10, 2017
|
|
Available Information
|
2
|
Prospectus Summary
|
4
|
Risks Relating to Regulatory Resolution Strategies and Long-Term Debt Requirements
|
8
|
Use of Proceeds
|
11
|
Description of Debt Securities We May Offer
|
12
|
Description of Warrants We May Offer
|
45
|
Description of Units We May Offer
|
60
|
GS Finance Corp.
|
65
|
Legal Ownership and Book-Entry Issuance
|
67
|
Considerations Relating to Floating Rate Debt Securities
|
72
|
Considerations Relating to Indexed Securities
|
73
|
Considerations Relating to Securities Denominated or Payable in or Linked to a Non-U.S. Dollar Currency
|
74
|
United States Taxation
|
77
|
Plan of Distribution
|
92
|
Conflicts of Interest
|
94
|
Employee Retirement Income Security Act
|
95
|
Validity of the Securities and Guarantees
|
95
|
Experts
|
96
|
Review of Unaudited Condensed Consolidated Financial Statements by Independent Registered Public Accounting Firm
|
96
|
Cautionary Statement Pursuant to the Private Securities Litigation Reform Act of 1995
|
96
|