|
GS Finance Corp. |
October 2018
Pricing Supplement filed pursuant to Rule 424(b)(2) dated October 31, 2018 /
Registration Statement No. 333‑219206
STRUCTURED INVESTMENTS
Opportunities in U.S. and International Equities
|
|
· |
if the final index value of each underlying index is greater than or equal to its downside threshold level, $1,000 (you will not participate in any appreciation of the underlying indexes); or
|
|
· |
if the final index value of any underlying index is less than its downside threshold level, the product of (i) $1,000 times (ii) the worst of the index performance factors (you will receive significantly less than the principal amount of your securities).
|
Original issue date:
|
November 5, 2018
|
Original issue price:
|
100.00% of the principal amount
|
Underwriting discount:
|
2.675% ($420,322.75 in total)*
|
Net proceeds to the issuer:
|
97.325% ($15,292,677.25 in total)
|
Estimated Value of Your Securities
The estimated value of your securities at the time the terms of your securities are set on the
pricing date (as determined by reference to pricing models used by Goldman Sachs & Co. LLC (GS&Co.) and taking into account our credit spreads) is equal to approximately $967 per $1,000 principal amount, which is less than the
original issue price. The value of your securities 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 securities (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 securities at the time of
pricing, plus an additional amount (initially equal to $33 per $1,000 principal amount).
Prior to January 31, 2019, the price (not including GS&Co.’s customary bid and ask spreads) at
which GS&Co. would buy or sell your securities (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 securities (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 January 30, 2019). On and after January 31, 2019, the price (not
including GS&Co.’s customary bid and ask spreads) at which GS&Co. would buy or sell your securities (if it makes a market) will equal approximately the then-current estimated value of your securities determined by reference to
such pricing models.
|
About Your Securities
The securities are notes that 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 pricing supplement 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 securities.
|
|
GS Finance Corp. |
October 2018
Pricing Supplement filed pursuant to Rule 424(b)(2) dated October 31, 2018 /
Registration Statement No. 333‑219206
STRUCTURED INVESTMENTS
Opportunities in U.S. and International Equities
|
|
· |
if the final index value of each underlying index is greater than or equal to its downside threshold level, $1,000 (you will not participate in any appreciation of the underlying indexes); or
|
|
· |
if the final index value of any underlying index is less than its downside threshold level, the product of (i) $1,000 times (ii) the worst of the index performance factors (you will receive significantly less than the principal amount of your securities).
|
FINAL TERMS
|
|
Issuer / Guarantor:
|
GS Finance Corp. / The Goldman Sachs Group, Inc.
|
Underlying indexes:
|
S&P 500® Index, Russell 2000® Index and EURO STOXX 50® Index
|
Aggregate principal amount:
|
$15,713,000
|
Pricing date:
|
October 31, 2018
|
Original issue date:
|
November 5, 2018
|
Observation end dates:
|
as set forth under “Observation end dates” below
|
Coupon payment dates:
|
as set forth under “Coupon payment dates” below
|
Valuation date:
|
the last observation end date, October 29, 2021, subject to postponement
|
Stated maturity date:
|
November 3, 2021, subject to postponement
|
Estimated value:
|
approximately $967
|
Early redemption right:
|
we have the right to redeem your securities at our discretion, in whole but not in part, at a price equal to 100% of the principal amount plus any coupon then
due, on each coupon payment date commencing with the coupon payment date occurring on February 5, 2019 and ending with the coupon payment date occurring on August 4, 2021, subject to at least three business days’ prior notice; no payments
will be made after they have been redeemed
|
Payment at maturity (in addition
to the final coupon, if any):
|
if the final index value of each underlying index is greater than or equal to its downside threshold level, $1,000; or
if the final index value of any underlying index is less than its downside threshold level, $1,000 × the worst performing index performance factor
|
This amount will be less than the stated principal amount of $1,000, will represent a loss of more than 35.00% and could be zero.
|
|
Initial index value:
|
2,711.74 with respect to the S&P 500® Index, 1,511.413 with respect to the Russell 2000® Index and 3,197.51 with respect to the EURO
STOXX 50® Index, which in each case is equal to the index closing value of such underlying index on the pricing date
|
Final index value:
|
with respect to each underlying index, the index closing value of such underlying index on the valuation date
|
Coupon threshold level:
|
2,033.805 with respect to the S&P 500® Index, 1,133.55975 with respect to the Russell 2000® Index and 2,398.1325 with respect to the
EURO STOXX 50® Index, in each case 75.00% of such underlying index’s initial index value
|
Downside threshold level:
|
1,762.631 with respect to the S&P 500® Index, 982.41845 with respect to the Russell 2000® Index and 2,078.3815 with respect to the
EURO STOXX 50® Index, in each case 65.00% of such underlying index’s initial index value
|
Contingent quarterly coupon:
|
· if the index closing value of each underlying index on
every index business day during the preceding quarterly coupon observation period is greater than or equal to its coupon threshold level, $26.50 per security; or
· if the index closing value of any underlying index on
any index business day during the preceding quarterly coupon observation period is less than its coupon threshold level, $0.00
|
Quarterly coupon observation
period:
|
the period from but excluding each observation end date (or the pricing date, in the case of the first quarterly coupon observation period) to and including the
next succeeding observation end date excluding any date or dates on which the calculation agent determines that a market disruption event with respect to any underlying index occurs or is continuing or that the calculation agent
determines is not an index business day with respect to any underlying index, as described in more detail under “Additional Information About the Securities – Additional Provisions – Quarterly coupon observation period” on page PS-33
|
Index performance factor:
|
with respect to each underlying index, the final index value / the initial index value
|
Worst performing underlying
index:
|
the underlying index with the lowest index performance factor
|
Worst performing index
performance factor:
|
the index performance factor of the worst performing underlying index
|
CUSIP / ISIN:
|
40056ECY2 / US40056ECY23
|
Stated principal amount/Original
issue price:
|
$1,000 per security / 100% of the principal amount
|
Listing:
|
the securities will not be listed on any securities exchange
|
Underwriter:
|
Goldman Sachs & Co. LLC
|
Observation end dates*
|
Coupon payment dates**
|
January 31, 2019
|
February 5, 2019
|
April 30, 2019
|
May 3, 2019
|
July 31, 2019
|
August 5, 2019
|
October 31, 2019
|
November 5, 2019
|
January 31, 2020
|
February 5, 2020
|
April 30, 2020
|
May 6, 2020
|
July 31, 2020
|
August 5, 2020
|
October 30, 2020
|
November 4, 2020
|
January 29, 2021
|
February 3, 2021
|
April 30, 2021
|
May 6, 2021
|
July 30, 2021
|
August 4, 2021
|
October 29, 2021 (valuation date)
|
November 3, 2021 (stated maturity date)
|
*Subject to postponement for non-index business days and market disruption events as described under “Additional Information About the Securities — Additional
Provisions — Quarterly coupon observation period” on page PS-33 of this pricing supplement
**Subject to postponement as described under “Additional Information About the Securities — Additional Provisions — Postponement of coupon payment dates” on page
PS-33 of this pricing supplement
|
GS Finance Corp
Contingent Income Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the
Russell 2000® Index and the EURO STOXX 50® Index due November 3, 2021
Principal at Risk Securities
|
We refer to the securities we are offering by this pricing supplement as the “offered securities” or the “securities”. Each of the
securities has the terms described under “Final Terms” and “Additional Provisions” in this pricing supplement. 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, and references to the “accompanying general terms supplement no. 1,735” mean the accompanying general
terms supplement no. 1,735, dated July 10, 2017, in each case of GS Finance Corp. and The Goldman Sachs Group, Inc. The securities 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.
|
GS Finance Corp
Contingent Income Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the
Russell 2000® Index and the EURO STOXX 50® Index due November 3, 2021
Principal at Risk Securities
|
Maturity:
|
Approximately 3 years (unless redeemed early)
|
Contingent quarterly coupon:
|
· If the index closing value of each underlying index on every index business day during
the preceding quarterly coupon observation period is greater than or equal to
its coupon threshold level, $26.50 per security; or
· If the index closing value of any underlying index on any index business day during the
preceding quarterly coupon observation period is less than its coupon threshold level, $0.00
|
Early redemption right:
|
we have the right to redeem your securities at our discretion, in whole but not in part, at a price equal to 100% of the principal amount plus any coupon then due, on each coupon payment date commencing with the coupon payment date occurring on February 5, 2019 and ending with the coupon payment date
occurring on August 4, 2021, subject to three business days’ prior notice
|
Payment at maturity (in addition
to the final coupon, if any):
|
· If the final index value of each underlying index is greater than or equal to its downside threshold level, $1,000; or
· If the final index value of any underlying index is less than its downside threshold level, $1,000 × the worst performing index performance factor
|
GS Finance Corp
Contingent Income Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the
Russell 2000® Index and the EURO STOXX 50® Index due November 3, 2021
Principal at Risk Securities
|
Scenario 1: the
securities are
redeemed prior
to maturity
|
This scenario assumes that we redeemed your securities, in whole but not in part, at a price equal to 100% of the principal amount plus any coupon then due, on any coupon payment date prior to maturity. If the securities are redeemed by us, no more contingent quarterly coupon
payments will be made.
|
|
Scenario 2: the
securities are not
redeemed prior
to maturity and
investors receive
principal back
(and possibly a
final coupon) at
maturity
|
This scenario assumes that the securities are not redeemed by us and that each underlying index closes at or above its coupon threshold level on every index business day during some
quarterly coupon observation periods, but one or more underlying indexes close below the respective coupon threshold level(s) on one or more index business days during others. Consequently,
investors receive the contingent quarterly coupon for the quarterly periods for which each index closing value is at or above its coupon threshold level on every index business day during the related quarterly coupon observation period, but not for the quarterly periods for which any index closing value is below its coupon threshold level on any index business day during the related quarterly coupon observation
period. On the valuation date, each underlying index closes at or above its downside threshold level. At maturity, investors will receive the stated principal amount and, if each index closing value was at or above its coupon threshold level on every index business day during the final quarterly coupon observation period, the contingent quarterly
coupon with respect to the final quarterly coupon observation period.
|
|
Scenario 3: the
securities are
not redeemed
prior to maturity
and investors
suffer a
substantial loss
of principal at
maturity
|
This scenario assumes that the securities are not redeemed by us and that each underlying index closes at or above its coupon threshold level on every index business day during some
quarterly coupon observation periods, but one or more underlying indexes close below the respective coupon threshold level(s) on one or more index business days during others. Consequently,
investors receive the contingent quarterly coupon for the quarterly coupon observation periods for which each index closing value is at or above its coupon threshold level on every index business day during such quarterly coupon
observation period, but not for the quarterly periods for which any index closing value is below its coupon threshold level on any index business day during the related quarterly coupon observation period. On the valuation date, one or more underlying indexes close below the respective downside threshold level(s) (and therefore below the respective coupon threshold level(s)). At maturity, investors will receive an amount equal to the product of the stated principal amount times the worst performing index performance factor. Under these circumstances, the payment at maturity will be less than
65.00% of the stated principal amount and could be zero. No coupon will be paid at maturity in this scenario.
|
GS Finance Corp
Contingent Income Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the
Russell 2000® Index and the EURO STOXX 50® Index due November 3, 2021
Principal at Risk Securities
|
GS Finance Corp
Contingent Income Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the
Russell 2000® Index and the EURO STOXX 50® Index due November 3, 2021
Principal at Risk Securities
|
Stated principal amount:
|
$1,000 per security
|
Contingent quarterly coupon:
|
$26.50 per security
|
Initial index values:
|
2,711.74 with respect to the S&P 500® Index, 1,511.413 with respect to the Russell 2000® Index and 3,197.51 with
respect to the EURO STOXX 50® Index
|
Coupon threshold levels:
|
2,033.805 with respect to the S&P 500® Index, 1,133.55975 with respect to the Russell 2000® Index and 2,398.1325
with respect to the EURO STOXX 50® Index (in each case, 75.00% of such underlying index’s initial index value)
|
Downside threshold levels:
|
1,762.631 with respect to the S&P 500® Index, 982.41845 with respect to the Russell 2000® Index and 2,078.3815
with respect to the EURO STOXX 50® Index (in each case, 65.00% of such underlying index’s initial index value)
|
Hypothetical
Quarterly
Coupon
Observation
Period
|
Lowest Index Closing Value on an Index Business Day During the
Applicable Quarterly Coupon Observation Period
|
Contingent
Quarterly
Coupon
|
||
S&P 500® Index
|
Russell 2000® Index
|
EURO STOXX 50®
Index
|
||
#1
|
2,400.00 (at or above the coupon threshold level)
|
1,600.000 (at or above the coupon threshold level)
|
3,100.00 (at or above the coupon threshold level)
|
$26.50
|
#2
|
1,200.00 (below the coupon threshold level)
|
1,500.000 (at or above
the coupon threshold level)
|
3,000.00 (at or above
the coupon threshold level)
|
$0.00
|
#3
|
2,500.00 (at or above the coupon threshold level)
|
700.000 (below the coupon threshold level)
|
2,300.00 (below the coupon threshold level)
|
$0.00
|
#4 - #12
|
1,250.00 (below the coupon threshold level)
|
650.000 (below the
coupon threshold level)
|
2,100.00 (below the
coupon threshold level)
|
$0.00
|
GS Finance Corp
Contingent Income Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the
Russell 2000® Index and the EURO STOXX 50® Index due November 3, 2021
Principal at Risk Securities
|
Example
|
Index Closing Value (Final Index Value)
|
Payment at
Maturity
|
||
S&P 500® Index
|
Russell 2000® Index
|
EURO STOXX 50®
Index
|
||
#1
|
2,180.00 (at or above the downside threshold level)
|
1,300.000 (at or above the downside threshold level)
|
3,100.00 (at or above the downside threshold level)
|
$1,000*
|
#2
|
2,100.00 (at or above the
downside threshold level)
|
680.139 (below the downside threshold level)
|
2,000.00 (below the downside threshold level)
|
$1,000 × the worst performing index performance factor = $1,000 × (680.139 / 1,511.413) = $450.00
|
#3
|
1,221.00 (below the
downside threshold level)
|
1,300.000 (at or above the
downside threshold level)
|
2,700.00 (at or above the
downside threshold level)
|
$1,000 × (1,221.00 / 2,711.74) = $450.00
|
#4
|
813.53 (below the downside threshold level)
|
528.995 (below the
downside threshold level)
|
1,119.13 (below the downside threshold level)
|
$1,000 × (813.53 / 2,711.74) = $300.00
|
#5
|
677.94 (below the downside threshold level)
|
453.424 (below the downside threshold level)
|
959.25 (below the downside threshold level)
|
$1,000 × (677.94 / 2,711.74) = $250.00
|
GS Finance Corp
Contingent Income Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the
Russell 2000® Index and the EURO STOXX 50® Index due November 3, 2021
Principal at Risk Securities
|
GS Finance Corp
Contingent Income Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the
Russell 2000® Index and the EURO STOXX 50® Index due November 3, 2021
Principal at Risk Securities
|
Key Terms and Assumptions
|
|
Stated principal amount
|
$1,000
|
Coupon threshold level
|
with respect to each underlying index, 75.00% of such underlying index’s initial index value
|
Downside threshold level
|
with respect to each underlying index, 65.00% of such underlying index’s initial index value
|
The securities have not been redeemed
|
|
The effect of any accrued and unpaid coupon has been excluded
Neither a market disruption event nor a non-index business day occurs on the originally scheduled valuation date
|
|
No change in or affecting any of the underlying index stocks or the method by which the applicable underlying index publisher calculates any
underlying index
Securities purchased on original issue date at the stated principal amount and held to the stated maturity date
|
GS Finance Corp
Contingent Income Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the
Russell 2000® Index and the EURO STOXX 50® Index due November 3, 2021
Principal at Risk Securities
|
Hypothetical Final Index Value of the
Worst Performing Underlying Index
(as Percentage of Initial Index Value)
|
Hypothetical Payment at Maturity if the Securities
Have Not Been Redeemed*
(as Percentage of Stated Principal Amount)
|
150.000%
|
100.000%
|
125.000%
|
100.000%
|
110.000%
|
100.000%
|
105.000%
|
100.000%
|
101.000%
|
100.000%
|
100.000%
|
100.000%
|
95.000%
|
100.000%
|
85.000%
|
100.000%
|
75.000%
|
100.000%
|
74.999%
|
100.000%
|
65.000%
|
100.000%
|
64.999%
|
64.999%
|
50.000%
|
50.000%
|
25.000%
|
25.000%
|
0.000%
|
0.000%
|
*Does not include the final coupon, if any
|
GS Finance Corp
Contingent Income Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the
Russell 2000® Index and the EURO STOXX 50® Index due November 3, 2021
Principal at Risk Securities
|
We cannot predict the actual index closing values of the underlying indexes on any day, the final index values of the underlying indexes or
what the market value of your securities will be on any particular index business day, nor can we predict the relationship between the index closing values of the underlying indexes and the market value of your securities at any time
prior to the stated maturity date. The actual coupon payment, if any, that a holder of the securities will receive on each coupon payment date, the actual amount that a holder will receive at maturity, if any, and the rate of return on
the offered securities will depend on whether or not the securities are redeemed and on the actual index closing values of the underlying indexes during the applicable quarterly coupon observation period and the actual final index values
determined by the calculation agent as described above. Moreover, the assumptions on which the hypothetical examples are based may turn out to be inaccurate. Consequently, the coupon to be paid in respect of your securities, if any, and
the cash amount to be paid in respect of your securities on the stated maturity date, if any, may be very different from the information reflected in the examples above.
|
GS Finance Corp
Contingent Income Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the
Russell 2000® Index and the EURO STOXX 50® Index due November 3, 2021
Principal at Risk Securities
|
An investment in your securities is subject to the risks described below, as well as the risks and considerations described
in the accompanying prospectus, in the accompanying prospectus supplement and under “Additional Risk Factors Specific to the Notes” in the accompanying general terms supplement no. 1,735. You should carefully review these risks and
considerations as well as the terms of the securities described herein and in the accompanying prospectus, the accompanying prospectus supplement and the accompanying general terms supplement no. 1,735. Your securities are a riskier
investment than ordinary debt securities. Also, your securities are not equivalent to investing directly in the underlying index stocks, i.e., with respect to an underlying index to which your securities are linked, the stocks comprising
such underlying index. You should carefully consider whether the offered securities are suited to your particular circumstances.
|
GS Finance Corp
Contingent Income Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the
Russell 2000® Index and the EURO STOXX 50® Index due November 3, 2021
Principal at Risk Securities
|
GS Finance Corp
Contingent Income Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the
Russell 2000® Index and the EURO STOXX 50® Index due November 3, 2021
Principal at Risk Securities
|
GS Finance Corp
Contingent Income Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the
Russell 2000® Index and the EURO STOXX 50® Index due November 3, 2021
Principal at Risk Securities
|
· |
the value of the underlying indexes;
|
· |
the volatility – i.e., the frequency and magnitude of changes – in the index closing values of the underlying indexes;
|
· |
the dividend rates of the underlying index stocks;
|
· |
economic, financial, regulatory, political, military and other events that affect stock markets generally and the underlying index stocks, and which may affect the index closing
values of the underlying indexes;
|
· |
interest rates and yield rates in the market;
|
· |
the time remaining until your securities mature; and
|
GS Finance Corp
Contingent Income Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the
Russell 2000® Index and the EURO STOXX 50® Index due November 3, 2021
Principal at Risk Securities
|
· |
our creditworthiness and the creditworthiness of The Goldman Sachs Group, Inc., whether actual or perceived, including actual or anticipated upgrades or downgrades in our credit
ratings or the credit ratings of The Goldman Sachs Group, Inc. or changes in other credit measures.
|
GS Finance Corp
Contingent Income Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the
Russell 2000® Index and the EURO STOXX 50® Index due November 3, 2021
Principal at Risk Securities
|
GS Finance Corp
Contingent Income Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the
Russell 2000® Index and the EURO STOXX 50® Index due November 3, 2021
Principal at Risk Securities
|
GS Finance Corp
Contingent Income Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the
Russell 2000® Index and the EURO STOXX 50® Index due November 3, 2021
Principal at Risk Securities
|
GS Finance Corp
Contingent Income Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the
Russell 2000® Index and the EURO STOXX 50® Index due November 3, 2021
Principal at Risk Securities
|
GS Finance Corp
Contingent Income Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the
Russell 2000® Index and the EURO STOXX 50® Index due November 3, 2021
Principal at Risk Securities
|
· |
with respect to the “U.S. company” criterion, (i) the IEX was added as an “eligible exchange” for the primary listing of the relevant company’s common stock and (ii) the former
“corporate governance structure consistent with U.S. practice” requirement was removed; and
|
· |
with respect to constituents of the S&P MidCap 400® Index and the S&P SmallCap 600® Index that are being considered for addition to the S&P 500®
Index, the financial viability, public float and/or liquidity eligibility criteria no longer need to be met if the S&P Index Committee decides that such an addition will enhance the representativeness of the S&P 500® Index
as a market benchmark.
|
GS Finance Corp
Contingent Income Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the
Russell 2000® Index and the EURO STOXX 50® Index due November 3, 2021
Principal at Risk Securities
|
GS Finance Corp
Contingent Income Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the
Russell 2000® Index and the EURO STOXX 50® Index due November 3, 2021
Principal at Risk Securities
|
GS Finance Corp
Contingent Income Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the
Russell 2000® Index and the EURO STOXX 50® Index due November 3, 2021
Principal at Risk Securities
|
GS Finance Corp
Contingent Income Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the
Russell 2000® Index and the EURO STOXX 50® Index due November 3, 2021
Principal at Risk Securities
|
High
|
Low
|
Period
|
|||
End | |||||
2013
|
|||||
Quarter ended March 31
|
1,569.19
|
1,457.15
|
1,569.19
|
||
Quarter ended June 30
|
1,669.16
|
1,541.61
|
1,606.28
|
||
Quarter ended September 30
|
1,725.52
|
1,614.08
|
1,681.55
|
||
Quarter ended December 31
|
1,848.36
|
1,655.45
|
1,848.36
|
||
2014
|
|||||
Quarter ended March 31
|
1,878.04
|
1,741.89
|
1,872.34
|
||
Quarter ended June 30
|
1,962.87
|
1,815.69
|
1,960.23
|
||
Quarter ended September 30
|
2,011.36
|
1,909.57
|
1,972.29
|
||
Quarter ended December 31
|
2,090.57
|
1,862.49
|
2,058.90
|
||
2015
|
|||||
Quarter ended March 31
|
2,117.39
|
1,992.67
|
2,067.89
|
||
Quarter ended June 30
|
2,130.82
|
2,057.64
|
2,063.11
|
||
Quarter ended September 30
|
2,128.28
|
1,867.61
|
1,920.03
|
||
Quarter ended December 31
|
2,109.79
|
1,923.82
|
2,043.94
|
||
2016
|
|||||
Quarter ended March 31
|
2,063.95
|
1,829.08
|
2,059.74
|
||
Quarter ended June 30
|
2,119.12
|
2,000.54
|
2,098.86
|
||
Quarter ended September 30
|
2,190.15
|
2,088.55
|
2,168.27
|
||
Quarter ended December 31
|
2,271.72
|
2,085.18
|
2,238.83
|
||
2017
|
|||||
Quarter ended March 31
|
2,395.96
|
2,257.83
|
2,362.72
|
||
Quarter ended June 30
|
2,453.46
|
2,328.95
|
2,423.41
|
||
Quarter ended September 30
|
2,519.36
|
2,409.75
|
2,519.36
|
||
Quarter ended December 31
|
2,690.16
|
2,529.12
|
2,673.61
|
||
2018
|
|||||
Quarter ended March 31
|
2,872.87
|
2,581.00
|
2,640.87
|
||
Quarter ended June 30
|
2,786.85
|
2,581.88
|
2,718.37
|
||
Quarter ended September 30
|
2,930.75
|
2,713.22
|
2,913.98
|
||
Quarter ending December 31 (through October 31, 2018)
|
2,925.51
|
2,641.25 |
2,711.74 |
High
|
Low
|
Period End
|
|||
|
End | ||||
2013
|
|||||
Quarter ended March 31
|
953.068
|
872.600
|
951.542
|
||
Quarter ended June 30
|
999.985
|
901.513
|
977.475
|
||
Quarter ended September 30
|
1,078.408
|
989.535
|
1,073.786
|
||
Quarter ended December 31
|
1,163.637
|
1,043.459
|
1,163.637
|
||
2014
|
|||||
Quarter ended March 31
|
1,208.651
|
1,093.594
|
1,173.038
|
||
Quarter ended June 30
|
1,192.964
|
1,095.986
|
1,192.964
|
||
Quarter ended September 30
|
1,208.150
|
1,101.676
|
1,101.676
|
||
Quarter ended December 31
|
1,219.109
|
1,049.303
|
1,204.696
|
||
2015
|
|||||
Quarter ended March 31
|
1,266.373
|
1,154.709
|
1,252.772
|
||
Quarter ended June 30
|
1,295.799
|
1,215.417
|
1,253.947
|
||
Quarter ended September 30
|
1,273.328
|
1,083.907
|
1,100.688
|
||
Quarter ended December 31
|
1,204.159
|
1,097.552
|
1,135.889
|
GS Finance Corp
Contingent Income Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the
Russell 2000® Index and the EURO STOXX 50® Index due November 3, 2021
Principal at Risk Securities
|
High
|
Low
|
Period
|
|||
End
|
2016
|
|||||
Quarter ended March 31
|
1,114.028
|
953.715
|
1,114.028
|
||
Quarter ended June 30
|
1,188.954
|
1,089.646
|
1,151.923
|
||
Quarter ended September 30
|
1,263.438
|
1,139.453
|
1,251.646
|
||
Quarter ended December 31
|
1,388.073
|
1,156.885
|
1,357.130
|
||
2017
|
|||||
Quarter ended March 31
|
1,413.635
|
1,345.598
|
1,385.920
|
||
Quarter ended June 30
|
1,425.985
|
1,345.244
|
1,415.359
|
||
Quarter ended September 30
|
1,490.861
|
1,356.905
|
1,490.861
|
||
Quarter ended December 31
|
1,548.926
|
1,464.095
|
1,535.511
|
||
2018
|
|||||
Quarter ended March 31
|
1,610.706
|
1,463.793
|
1,529.427
|
||
Quarter ended June 30
|
1,706.985
|
1,492.531
|
1,643.069
|
||
Quarter ended September 30
|
1,740.753
|
1,653.132
|
1,696.571
|
||
Quarter ending December 31 (through October 31, 2018)
|
1,672.992 |
1,468.698 |
1,511.413 |
High
|
Low
|
Period
|
|||
|
End | ||||
2013
|
|||||
Quarter ended March 31
|
2,749.27
|
2,570.52
|
2,624.02
|
||
Quarter ended June 30
|
2,835.87
|
2,511.83
|
2,602.59
|
||
Quarter ended September 30
|
2,936.20
|
2,570.76
|
2,893.15
|
||
Quarter ended December 31
|
3,111.37
|
2,902.12
|
3,109.00
|
||
2014
|
|||||
Quarter ended March 31
|
3,172.43
|
2,962.49
|
3,161.60
|
||
Quarter ended June 30
|
3,314.80
|
3,091.52
|
3,228.24
|
||
Quarter ended September 30
|
3,289.75
|
3,006.83
|
3,225.93
|
||
Quarter ended December 31
|
3,277.38
|
2,874.65
|
3,146.43
|
||
2015
|
|||||
Quarter ended March 31
|
3,731.35
|
3,007.91
|
3,697.38
|
||
Quarter ended June 30
|
3,828.78
|
3,424.30
|
3,424.30
|
||
Quarter ended September 30
|
3,686.58
|
3,019.34
|
3,100.67
|
||
Quarter ended December 31
|
3,506.45
|
3,069.05
|
3,267.52
|
||
2016
|
|||||
Quarter ended March 31
|
3,178.01
|
2,680.35
|
3,004.93
|
||
Quarter ended June 30
|
3,151.69
|
2,697.44
|
2,864.74
|
||
Quarter ended September 30
|
3,091.66
|
2,761.37
|
3,002.24
|
||
Quarter ended December 31
|
3,290.52
|
2,954.53
|
3,290.52
|
||
2017
|
|||||
Quarter ended March 31
|
3,500.93
|
3,230.68
|
3,500.93
|
||
Quarter ended June 30
|
3,658.79
|
3,409.78
|
3,441.88
|
||
Quarter ended September 30
|
3,594.85
|
3,388.22
|
3,594.85
|
||
Quarter ended December 31
|
3,697.40
|
3,503.96
|
3,503.96
|
||
2018
|
|||||
Quarter ended March 31
|
3,672.29
|
3,278.72
|
3,361.50
|
||
Quarter ended June 30
|
3,592.18
|
3,340.35
|
3,395.60
|
||
Quarter ended September 30
|
3,527.18
|
3,293.36
|
3,399.20
|
GS Finance Corp
Contingent Income Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the
Russell 2000® Index and the EURO STOXX 50® Index due November 3, 2021
Principal at Risk Securities
|
High
|
Low
|
Period
|
|||
End
|
Quarter ending December 31 (through October 31, 2018)
|
3,414.16 |
3,130.33 |
3,197.51 |
GS Finance Corp
Contingent Income Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the
Russell 2000® Index and the EURO STOXX 50® Index due November 3, 2021
Principal at Risk Securities
|
GS Finance Corp
Contingent Income Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the
Russell 2000® Index and the EURO STOXX 50® Index due November 3, 2021
Principal at Risk Securities
|
This section is meant as a summary and should be read in conjunction with the section
entitled “Supplemental Terms of the Notes” on page S-16 of the accompanying general terms supplement no. 1,735. This pricing supplement supersedes any conflicting provisions of the accompanying general terms supplement no. 1,735.
|
Additional Provisions:
|
|
Underlying index publisher:
|
S&P Dow Jones Indices LLC with respect to the S&P 500® Index, FTSE Russell with respect to the Russell 2000®
Index and STOXX Limited with respect to the EURO STOXX 50® Index
|
Denominations:
|
$1,000 and integral multiples of $1,000 in excess thereof
|
Regular record date:
|
The scheduled business day immediately preceding the day on which payment is to be made (as such payment date may be adjusted)
|
Postponement of valuation
date:
|
As described under “Supplemental Terms of the Notes — Valuation Date” on page S-16 of the accompanying general terms supplement no. 1,735
|
Postponement of stated
maturity date:
|
As described under "Supplemental Terms of the Notes — Stated Maturity Date” on page S-16 of the accompanying general terms supplement no.
1,735
|
Postponement of coupon
payment dates:
|
As described under "Supplemental Terms of the Notes — Coupon Payment —Coupon Payment Dates” on page S-25 of the accompanying general terms
supplement no. 1,735.
|
Specified currency:
|
U.S. dollars (“$”)
|
Index closing value:
|
As described under “Supplemental Terms of the Notes — Special Calculation Provisions — Closing Value, Index Closing Value and ETF Closing
Price” on page S-31 of the accompanying general terms supplement no. 1,735
|
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. 1,735
|
Index business day:
|
As described under “Supplemental Terms of the Notes — Special Calculation Provisions — Underlying Business Day, Index Business Day and ETF
Business Day” on page S-30 of the accompanying general terms supplement no. 1,735
|
Quarterly coupon observation
period:
|
The period from but excluding each observation end date (or the pricing date, in the case of the first quarterly coupon observation
period) to and including the next succeeding observation end date excluding any date or dates on which the calculation agent determines that a market disruption event with respect to any underlying index occurs or is continuing or that
the calculation agent determines is not an index business day with respect to any underlying index. Notwithstanding the immediately preceding sentence, if the calculation agent determines that, with respect to any underlying index, a
market disruption event occurs or is continuing on the observation end date for the applicable quarterly coupon observation period or that day is not otherwise an index business day, the observation end date, and therefore the last day
for such quarterly coupon observation period, will be postponed as if it were a coupon observation date as described in the accompanying general terms supplement no. 1,735.
|
FDIC:
|
The securities 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
|
GS Finance Corp
Contingent Income Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the
Russell 2000® Index and the EURO STOXX 50® Index due November 3, 2021
Principal at Risk Securities
|
Tax considerations:
|
You will be obligated pursuant to the terms of the securities — in the absence of a change in law, an administrative determination or a
judicial ruling to the contrary — to characterize each security for all tax purposes as an income-bearing pre-paid derivative contract in respect of the underlying indexes, as described under “Supplemental Discussion of Federal Income Tax
Consequences” on page S-95 of the accompanying general terms supplement no. 1,735. Pursuant to this approach, it is the opinion of Sidley Austin llp that
it is likely that any contingent quarterly coupon payment will be taxed as ordinary income in accordance with your regular method of accounting for U.S. federal income tax purposes. If you are a United States alien holder of the
securities, we intend to withhold on contingent quarterly coupon payments made to you at a 30% rate or at a lower rate specified by an applicable income tax treaty. In addition, upon the sale, exchange, redemption or maturity of your
securities, it would be reasonable for you to recognize capital gain or loss equal to the difference, if any, between the amount you receive at such time (excluding amounts attributable to any contingent quarterly coupon payment) and your
tax basis in your securities. 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 securities 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, redemption or other disposition of the securities made before January 1, 2019.
|
Trustee:
|
The Bank of New York Mellon
|
Calculation agent:
|
GS&Co.
|
Use of proceeds and
hedging:
|
As described under “Use of Proceeds” and “Hedging” on page S-94 of the accompanying general terms supplement no. 1,735
|
ERISA:
|
As described under “Employee Retirement Income Security Act” on page S-102 of the accompanying general terms supplement no. 1,735
|
Supplemental plan of
distribution; conflicts of
interest:
|
As described under “Supplemental Plan of Distribution” on page S-103 of the accompanying general terms supplement no. 1,735 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 $20,000.
GS Finance Corp. will sell to GS&Co., and GS&Co. will purchase from GS Finance Corp., the aggregate stated principal amount of the offered securities
specified on the front cover of this pricing supplement. GS&Co. proposes initially to offer the securities to the public at the original issue price set forth on the cover page of this pricing supplement. Morgan Stanley Smith Barney
LLC (Morgan Stanley Wealth Management), acting as dealer for the offering, will receive a selling concession of $25.00, or 2.50% of the principal amount, for each security it sells. Morgan Stanley Wealth Management has informed us that it
intends to internally allocate at Morgan Stanley Wealth Management $5.00 of the selling concession, or 0.50% of the principal amount, for each security as a structuring fee. GS&Co. will receive an underwriting discount of $1.75, or
0.175% of the principal amount, for each security. 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 securities within the meaning of
Financial
|
GS Finance Corp
Contingent Income Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the
Russell 2000® Index and the EURO STOXX 50® Index due November 3, 2021
Principal at Risk Securities
|
Industry Regulatory Authority, Inc. (FINRA) Rule 5121. Consequently, this offering of securities will be conducted in compliance with the
provisions of FINRA Rule 5121. GS&Co. will not be permitted to sell securities in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder.
We will deliver the securities against payment therefor in New York, New York on November 5, 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 securities. 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.
|
|
Contact:
|
Morgan Stanley Wealth Management clients may contact their local Morgan Stanley branch office or Morgan Stanley’s principal executive
offices at 1585 Broadway, New York, New York 10036 (telephone number (866) 477-4776).
|
About Your Securities:
|
The securities are notes that 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 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 securities.
|
Validity of the Securities and
Guarantee:
|
In the opinion of Sidley Austin llp, as counsel to GS Finance Corp. and The Goldman Sachs Group, Inc., when the securities offered by this pricing supplement have been executed and issued by GS Finance Corp., the related guarantee offered by this
pricing supplement has been executed and issued by The Goldman Sachs Group, Inc., and such securities have been authenticated by the trustee pursuant to the indenture, and such securities and the guarantee have been delivered against
payment as contemplated herein, (a) such securities will be valid and binding obligations of GS Finance Corp., enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’
rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no
opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above and (b) such related guarantee will be a valid and binding obligation of The Goldman Sachs
Group, Inc., enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability
(including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such
|
GS Finance Corp
Contingent Income Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the
Russell 2000® Index and the EURO STOXX 50® Index due November 3, 2021
Principal at Risk Securities
|
counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed
above. This opinion is given as of the date hereof and is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware as in effect on the date hereof. In addition, this opinion is subject to
customary assumptions about the trustee’s authorization, execution and delivery of the indenture and the genuineness of signatures and certain factual matters, all as stated in the letter of such counsel dated July 10, 2017, which has
been filed as Exhibit 5.6 to the registration statement on Form S-3 filed with the Securities and Exchange Commission by GS Finance Corp. and The Goldman Sachs Group, Inc. on July 10, 2017.
|