November 2018

Free Writing Prospectus pursuant to Rule 433 dated November 15, 2018 / Registration Statement No. 333-219206

STRUCTURED INVESTMENTS

Opportunities in International Equities

 

GS Finance Corp.

 

Trigger Jump Securities Based on the Price of the iShares® MSCI EAFE ETF due December 3, 2021

 

Principal at Risk Securities

 

The Trigger Jump Securities do not bear interest and are unsecured notes issued by GS Finance Corp. and guaranteed by The Goldman Sachs Group, Inc. The amount that you will be paid on your securities on the stated maturity date (expected to be December 3, 2021) is based on the performance of the iShares® MSCI EAFE ETF (ETF) as measured from the pricing date (expected to be November 30, 2018) to and including the valuation date (expected to be November 30, 2021).

 

The return on your securities is linked to the performance of the ETF, and not to that of the MSCI EAFE Index (index) on which the ETF is based. The ETF follows a strategy of “representative sampling”, which means the ETF’s holdings are not the same as those of the index. The performance of the ETF may significantly diverge from that of the index.

 

If the final ETF price (the closing price on the valuation date) is greater than or equal to the initial ETF price (set on the pricing date), the return on your securities will be positive and equal to 29.60%. If the final ETF price is less than the initial ETF price but greater than or equal to the downside threshold level of 80.00% of the initial ETF price, you will receive the principal amount of your securities. However, if the final ETF price is less than the downside threshold level, you will lose a significant portion of your investment.

 

The securities are for investors who seek the potential to earn a fixed return of 29.60% if the ETF appreciates or does not depreciate from the initial ETF price to the final ETF price, are willing to forgo interest payments and are willing to risk losing their entire investment if the final ETF price is less than the downside threshold level.

 

On the stated maturity date, for each $10 principal amount of your securities, you will receive an amount in cash equal to:

 

·                  if the final ETF price is greater than or equal to the initial ETF price, the sum of $10 plus the upside payment of $2.96;

 

·                  if the final ETF price is less than the initial ETF price, but greater than or equal to the downside threshold level, $10; or

 

·                  if the final ETF price is less than the downside threshold level, the product of (i) $10 times (ii) the quotient of (a) the final ETF price divided by (b) the initial ETF price.

 

  SUMMARY TERMS (continued on page PS-2)

Issuer / Guarantor:

GS Finance Corp. / The Goldman Sachs Group, Inc.

Underlying ETF:

the iShares® MSCI EAFE ETF (Bloomberg symbol, “EFA UP Equity”)

Index:

the MSCI EAFE Index

Pricing date:

November  , 2018 (expected to price on or about November 30, 2018)

Original issue date:

December  , 2018 (expected to be December 5, 2018)

Valuation date:

expected to be November 30, 2021, subject to postponement

Stated maturity date:

expected to be December 3, 2021, subject to postponement

Stated principal amount/Original issue price:

$10 per security / 100% of the principal amount

Estimated value range:

$9.35 and $9.65. See the following page for more information.

 

Your investment in the securities involves certain risks, including the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc. See page PS-10. You should read the disclosure herein to better understand the terms and risks of your investment.

 

Original issue date:

December  , 2018

Original issue price:

100.00% of the principal amount

Underwriting discount:

3.175% ($               in total)*

Net proceeds to the issuer:

96.825% ($                 in total)

 

*Morgan Stanley Wealth Management, acting as dealer for the offering, will receive a selling concession of $0.30 for each security it sells. It has informed us that it intends to internally allocate $0.05 of the selling concession for each security as a structuring fee. Goldman Sachs & Co. LLC will receive an underwriting discount of $0.0175 for each security.

 

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 document, the accompanying general terms supplement, the accompanying prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

 

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.

 

Goldman Sachs & Co. LLC

 

 

The issue price, underwriting discount and net proceeds listed on the cover page relate to the securities we sell initially. We may decide to sell additional securities after the date of this document, at issue prices and with underwriting discounts and net proceeds that differ from the amounts set forth above. The return (whether positive or negative) on your investment in the securities will depend in part on the issue price you pay for such securities.

 

GS Finance Corp. may use this document in the initial sale of the securities. In addition, Goldman Sachs & Co. LLC, or any other affiliate of GS Finance Corp., may use this document in a market-making transaction in a security after its initial sale. Unless GS Finance Corp. or its agent informs the purchaser otherwise in the confirmation of sale, this document is being used in a market-making transaction.

 

  ADDITIONAL SUMMARY TERMS

Payment at maturity:

if the final ETF price is greater than or equal to the initial ETF price,

$10 + the upside payment

In no event will the payment at maturity exceed $10 plus the upside payment.

if the final ETF price is less than the initial ETF price, but greater than or equal to the downside threshold level, $10;

if the final ETF price is less than the downside threshold level,

$10 × the ETF performance factor

This amount will be less than the stated principal amount of $10, will represent a loss of more than 20.00% and could be zero.

Upside payment:

$2.96 per security (29.60% of the stated principal amount)

Initial ETF price:

     , which is the closing price of the underlying ETF on the pricing date

Final ETF price:

the closing price of the underlying ETF on the valuation date, subject to anti-dilution adjustments as described in the accompanying general terms supplement no. 1,735

Downside threshold level:

      , which is 80.00% of the initial ETF price

ETF performance factor:

final ETF price / initial ETF price

CUSIP / ISIN:

36256M601 / US36256M6012

Listing:

the securities will not be listed on any securities exchange

Underwriter:

Goldman Sachs & Co.LLC

 

 

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 expected to be in the range (the estimated value range) specified on the cover of this document  (per $10 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 $     per $10 principal amount).

 

Prior to            , 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                ). On and after             , 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

 

GS Finance Corp. and The Goldman Sachs Group, Inc. have filed a registration statement (including a prospectus, as supplemented by the prospectus supplement and general terms supplement no. 1,735 listed below) with the Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus, prospectus supplement and general terms supplement no. 1,735 and any other documents relating to this offering that GS Finance Corp. and The Goldman Sachs Group, Inc. have filed with the SEC for more complete information about us and this offering. You may get these documents without cost by visiting EDGAR on the SEC web site at sec.gov. Alternatively, we will arrange to send you the prospectus, prospectus supplement and general terms supplement no. 1,735 if you so request by calling (212) 357-4612.

 

 

 

November 2018

 

PS-2

 

 

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 document should be read in conjunction with the following:

 

·                  General terms supplement no. 1,735 dated July 10, 2017

 

·                  Prospectus supplement dated July 10, 2017

 

·                  Prospectus dated July 10, 2017

 

The information in this document 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.

 

 

 

November 2018

 

PS-3

 

 

GS Finance Corp.

Trigger Jump Securities Based on the Price of the iShares® MSCI EAFE ETF due December 3, 2021

Principal at Risk Securities

 

 

We refer to the securities we are offering by this document as the “offered securities” or the “securities”. Each of the securities has the terms described under “Summary Terms” and “Additional Provisions” in this document. Please note that in this document, 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.

 

 

Investment Summary

 

The Trigger Jump Securities Based on the Price of the iShares® MSCI EAFE ETF due December 3, 2021 (the “securities”) can be used:

 

·                  As an alternative to direct exposure to the underlying ETF that provides a fixed positive return of 29.60% if the underlying ETF has appreciated or has not depreciated from the initial ETF price to the final ETF price

 

·                  To potentially outperform the underlying ETF with respect to moderate increases in the underlying ETF from the initial ETF price to the final ETF price

 

·                  To provide limited protection against a loss of principal in the event of a decline of the underlying ETF from the initial ETF price to the final ETF price but only if the final ETF price is greater than or equal to the downside threshold level

 

However, you will not receive dividends on the underlying ETF or the stocks comprising the underlying ETF (the “underlying ETF stocks”) or any interest payments on your securities.

 

If the final ETF price is less than the downside threshold level, the securities are exposed on a 1:1 basis to the negative performance of the underlying ETF from the initial ETF price to the final ETF price.

 

Maturity:

Approximately 3 years

 

 

Payment at maturity:

·                  If final ETF price is greater than or equal to initial ETF price, $10 + the upside payment. In no event will the payment at maturity exceed $10 + the upside payment.

·                  If final ETF price is less than initial ETF price, but greater than or equal to the downside threshold level, $10.

·                  If final ETF price is less than the downside threshold level, $10 × ETF performance factor. This amount will be less than the stated principal amount of $10, will represent a loss of more than 20.00% and could be zero.

 

 

Upside payment:

$2.96 per security

 

 

Downside threshold level:

     , which is 80.00% of the initial ETF price

 

 

ETF performance factor:

final ETF price / initial ETF price

 

 

 

November 2018

 

PS-4

 

 

GS Finance Corp.

Trigger Jump Securities Based on the Price of the iShares® MSCI EAFE ETF due December 3, 2021

Principal at Risk Securities

 

Minimum payment at maturity:

None. Investors may lose their entire initial investment in the securities.

 

 

Interest:

None

 

 

Redemption:

None. The securities will not be subject to redemption right or price dependent redemption right.

 

 

November 2018

 

PS-5

 

 

GS Finance Corp.

Trigger Jump Securities Based on the Price of the iShares® MSCI EAFE ETF due December 3, 2021

Principal at Risk Securities

 

Key Investment Rationale

 

The securities offer a fixed positive return if the iShares® MSCI EAFE ETF appreciates, or does not depreciate, from the initial ETF price to the final ETF price. At maturity, if the underlying ETF has appreciated or has not depreciated in price, investors will receive the stated principal amount of their investment plus the upside payment. If the underlying ETF has depreciated in price, but the final ETF price is greater than or equal to the downside threshold level of 80.00% of the initial ETF price, investors will receive the stated principal amount of their investment. However, if the underlying ETF has depreciated in price and the final ETF price is less than the downside threshold level, investors will lose 1.00% for every 1.00% decline in the ETF price from the pricing date to the valuation date of the securities. Under these circumstances, the payment at maturity will be at least 20.00% less than the stated principal amount, will represent a loss of at least 20.00% and could be zero. Investors will not receive dividends on the underlying ETF or the underlying ETF stocks or any interest payments on the securities and investors may lose their entire initial investment in the securities.  Investors will not benefit from any gain in the final ETF price above the initial ETF price and if the final ETF price increases by more than 29.60% of the initial ETF price, the amount payable on the securities may be significantly less than if the investor had invested directly in the underlying ETF.  All payments on the securities are subject to the credit risk of GS Finance Corp., as issuer, and The Goldman Sachs Group, Inc., as guarantor.

 

Upside Scenario

 

The final ETF price is greater than or equal to the initial ETF price. In this case, for each security the investor will receive a full return of principal plus the upside payment of $2.96.  In no event will the payment at maturity exceed $10 plus the upside payment. 

 

 

 

Par Scenario

 

The final ETF price is less than the initial ETF price but is greater than or equal to the downside threshold level. In this case, the investor will receive the stated principal amount of $10 at maturity.

 

 

 

Downside Scenario

 

The underlying ETF declines in price and the final ETF price is less than the downside threshold level. In this case, the investor will receive less than the stated principal amount by an amount proportionate to the decline in the price of the underlying ETF from the pricing date to the valuation date of the securities. For example, if the final ETF price is 25.00% less than the initial ETF price, the securities will provide at maturity a loss of 25.00% of principal. In this case, the investor will receive $7.50 per security, or 75.00% of the stated principal amount. There is no minimum payment at maturity on the securities, and the investor could lose their entire investment.

 

 How the Securities Work

 

Payoff Diagram

 

The payoff diagram below illustrates the payment at maturity on the securities based on the following terms:

 

Stated principal amount:

$10 per security

 

 

Upside payment:

$2.96 per security

 

 

Downside threshold level:

80.00% of the initial ETF price

 

 

Minimum payment at maturity:

None

 

November 2018

 

PS-6

 

 

GS Finance Corp.

Trigger Jump Securities Based on the Price of the iShares® MSCI EAFE ETF due December 3, 2021

Principal at Risk Securities

 

Security Payoff Diagram

 

 

How it works

 

§

Upside Scenario. If the final ETF price is greater than or equal to the initial ETF price, the investor would receive the $10 stated principal amount plus the upside payment of $2.96.

 

 

 

 

§

An investor would receive a payment at maturity of $12.96 per security if the final ETF price is greater than or equal to the initial ETF price.  In no event would the payment at maturity exceed $10 plus the upside payment.

 

 

§

Par Scenario. If the final ETF price is less than the initial ETF price but is greater than or equal to the downside threshold level, the investor would receive the $10 stated principal amount per security.

 

 

 

 

§

If the underlying ETF depreciates 5.00%, the investor would receive the $10 stated principal amount per security.

 

 

§

Downside Scenario. If the final ETF price is less than the downside threshold level, the investor would receive an amount that is significantly less than the $10 stated principal amount, based on a 1.00% loss of principal for each 1.00% decline in the underlying ETF. Under these circumstances, the payment at maturity will be at least 20.00% less than the stated principal amount per security. There is no minimum payment at maturity on the securities.

 

 

 

 

§

If the underlying ETF depreciates 25.00%, the investor would lose 25.00% of the investor’s principal

 

November 2018

 

PS-7

 

 

GS Finance Corp.

Trigger Jump Securities Based on the Price of the iShares® MSCI EAFE ETF due December 3, 2021

Principal at Risk Securities

 

 

 

and receive only $7.50 per security at maturity, or 75.00% of the stated principal amount.

 

 

Additional Hypothetical Examples

 

The following examples are provided for purposes of illustration only. They should not be taken as an indication or prediction of future investment results and merely are intended to illustrate the impact that the various hypothetical closing prices of the underlying ETF on the valuation date could have on the payment at maturity assuming all other variables remain constant.

 

The examples below are based on a range of final ETF prices that are entirely hypothetical; the closing price of the underlying ETF on any day throughout the life of the securities, including the final ETF price on the valuation date, cannot be predicted. The underlying ETF has been highly volatile in the past — meaning that the closing price of the underlying ETF has changed considerably in relatively short periods — and its performance cannot be predicted for any future period.

 

The information in the following examples reflects hypothetical rates of return on the offered securities assuming that they are purchased on the original issue date at the stated principal amount and held to the stated maturity date. If you sell your securities in a secondary market prior to the stated maturity date, your return will depend upon the market value of your securities at the time of sale, which may be affected by a number of factors that are not reflected in the examples below such as interest rates, the volatility of the underlying ETF and the creditworthiness of GS Finance Corp., as issuer, and the creditworthiness of The Goldman Sachs Group, Inc., as guarantor. The information in the examples also reflects the key terms and assumptions in the box below.

 

Key Terms and Assumptions

 

Stated principal amount

$10

 

Upside payment

$2.96 per security

 

Downside threshold level

80.00% of the initial ETF price

 

Neither a market disruption event nor a non-ETF business day occurs on the originally scheduled valuation date

 

No change in or affecting the underlying ETF, any of the underlying ETF stocks or the policies of the underlying ETF investment advisor or the method by which the index sponsor calculates the index

 

Securities purchased on original issue date at the stated principal amount and held to the stated maturity date

 

 

Moreover, we have not yet set the initial ETF price that will serve as the baseline for determining the amount that we will pay on your securities, if any, at maturity. We will not do so until the pricing date. As a result, the actual initial ETF price may differ substantially from the closing price of one share of the underlying ETF prior to the pricing date.

 

For these reasons, the actual performance of the underlying ETF over the life of your securities, as well as the amount payable at maturity, if any, may bear little relation to the hypothetical examples shown below or to the historical closing prices of the underlying ETF shown elsewhere in this document. For information about the historical prices of the underlying ETF during recent periods, see “The Underlying ETF — Historical Closing Prices of the Underlying ETF” below. Before investing in the offered securities, you should consult publicly available information to determine the prices of the underlying ETF between the date of this document and the date of your purchase of the offered securities.

 

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

 

The values in the left column of the table below represent hypothetical final ETF prices and are expressed as percentages of the initial ETF price. The amounts in the right column represent the hypothetical payments at

 

November 2018

 

PS-8

 

 

GS Finance Corp.

Trigger Jump Securities Based on the Price of the iShares® MSCI EAFE ETF due December 3, 2021

Principal at Risk Securities

 

maturity, based on the corresponding hypothetical final ETF price, and are expressed as percentages of the stated principal amount of a security (rounded to the nearest one-thousandth of a percent). Thus, a hypothetical payment at maturity of 100.000% means that the value of the cash payment that we would deliver for each $10 of the outstanding stated principal amount of the offered securities on the stated maturity date would equal 100.000% of the stated principal amount of a security, based on the corresponding hypothetical final ETF price and the assumptions noted above.

 

Hypothetical Final ETF Price

(as Percentage of Initial ETF Price)

Hypothetical Payment at Maturity

(as Percentage of Stated Principal
Amount)

200.000%

129.600%

175.000%

129.600%

150.000%

129.600%

129.600%

129.600%

110.000%

129.600%

100.000%

129.600%

99.000%

100.000%

95.000%

100.000%

92.000%

100.000%

80.000%

100.000%

79.999%

79.999%

75.000%

75.000%

50.000%

50.000%

30.000%

30.000%

25.000%

25.000%

0.000%

0.000%

 

If, for example, the final ETF price were determined to be 25.000% of the initial ETF price, the payment at maturity that we would deliver on your securities at maturity would be 25.000% of the stated principal amount of your securities, as shown in the table above. As a result, if you purchased your securities on the original issue date at the stated principal amount and held them to the stated maturity date, you would lose 75.000% of your investment (if you purchased your securities at a premium to stated principal amount you would lose a correspondingly higher percentage of your investment). If the final ETF price were determined to be zero, you would lose your entire investment in the securities.  In addition, if the final ETF price were determined to be 150.000% of the initial ETF price, the payment at maturity that we would deliver on your securities at maturity would be limited to $10 plus the upside payment, or 129.60% of each $10 principal amount of your securities, as shown in the table above. As a result, if you held your securities to the stated maturity date, you would not benefit from any final ETF price greater than the initial ETF price.

 

The payments at maturity shown above are entirely hypothetical; they are based on market prices for the underlying ETF stocks that may not be achieved on the valuation date and on assumptions that may prove to be erroneous. The actual market value of your securities on the stated maturity date or at any other time, including any time you may wish to sell your securities, may bear little relation to the hypothetical payments at maturity shown above, and these amounts should not be viewed as an indication of the financial return on an investment in the offered securities. The hypothetical payments at maturity on securities held to the stated maturity date in the examples above assume you purchased your securities at their stated principal amount and have not been adjusted to reflect the actual issue price you pay for your securities. The return on your investment (whether positive or negative) in your securities will be affected by the amount you pay for your securities. If you purchase your securities for a price other than the stated principal amount, the return on your investment will differ from, and may be significantly lower than, the hypothetical returns suggested by the above examples. Please read “Risk Factors — The Market Value of Your Securities May Be Influenced by Many Unpredictable Factors” below.

 

November 2018

 

PS-9

 

 

GS Finance Corp.

Trigger Jump Securities Based on the Price of the iShares® MSCI EAFE ETF due December 3, 2021

Principal at Risk Securities

 

Payments on the securities are economically equivalent to the amounts that would be paid on a combination of other instruments. For example, payments on the securities are economically equivalent to a combination of an interest-bearing bond bought by the holder and one or more options entered into between the holder and us (with one or more implicit option premiums paid over time). The discussion in this paragraph does not modify or affect the terms of the securities or the U.S. federal income tax treatment of the securities, as described elsewhere in this document.

 

 

We cannot predict the actual final ETF price or what the market value of your securities will be on any particular ETF business day, nor can we predict the relationship between the closing price of the underlying ETF and the market value of your securities 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 securities will depend on the actual initial ETF price, which we will set on the pricing date, and the actual final ETF price 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 securities, if any, on the stated maturity date may be very different from the information reflected in the examples above.

 

 

 

November 2018

 

PS-10

 

 

GS Finance Corp.

Trigger Jump Securities Based on the Price of the iShares® MSCI EAFE ETF due December 3, 2021

Principal at Risk Securities

 

Risk Factors

 

 

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 ETF stocks, i.e., the stocks comprising the underlying ETF to which your securities are linked. You should carefully consider whether the offered securities are suited to your particular circumstances.

 

 

 

Your Securities Do Not Bear Interest

 

You will not receive any interest payments on your securities. As a result, even if the payment at maturity payable for your securities on the stated maturity date exceeds the stated principal amount of your securities, the overall return you earn on your securities may be less than you would have earned by investing in a non-indexed debt security of comparable maturity that bears interest at a prevailing market rate.

 

You May Lose Your Entire Investment in the Securities

 

You can lose your entire investment in the securities. The cash payment on your securities, if any, on the stated maturity date will be based on the performance of the iShares® MSCI EAFE ETF as measured from the initial ETF price set on the pricing date to the closing price of the underlying ETF on the valuation date. If the final ETF price is less than the downside threshold level, you will lose 1.00% of the stated principal amount of your securities for every 1.00% decline in the ETF price over the term of the securities. Thus, you may lose your entire investment in the securities.

 

Also, the market price of your securities prior to the stated maturity date may be significantly lower than the purchase price you pay for your securities. Consequently, if you sell your securities before the stated maturity date, you may receive far less than the amount of your investment in the securities.

 

The Securities Are Subject to the Credit Risk of the Issuer and the Guarantor

 

Although the return on the securities will be based on the performance of the underlying ETF, the payment of any amount due on the securities is subject to the credit risk of GS Finance Corp., as issuer of the securities, and the credit risk of The Goldman Sachs Group, Inc., as guarantor of the securities. The securities are our unsecured obligations.  Investors are dependent on our ability to pay all amounts due on the securities, and therefore investors are subject to our credit risk and to changes in the market’s view of our creditworthiness. Similarly, investors are dependent on the ability of The Goldman Sachs Group, Inc., as guarantor of the securities, to pay all amounts due on the securities, and therefore are also subject to its credit risk and to changes in the market’s view of its creditworthiness.  See “Description of the Notes We May Offer — Information About Our Medium-Term Notes, Series E Program — How the Notes Rank Against Other Debt” on page S-4 of the accompanying prospectus supplement and “Description of Debt Securities We May Offer— Guarantee by The Goldman Sachs Group, Inc.” on page 33 of the accompanying prospectus.

 

The Potential for the Value of Your Securities to Increase Will Be Limited

 

Your ability to participate in any change in the price of the underlying ETF over the life of your securities will be limited because the maximum payment at maturity will be equal to $10 plus the upside payment. This will limit the payment at maturity you may receive for each of your securities, no matter how much the price of the underlying ETF may rise over the life of your securities.  Accordingly, the amount payable

 

November 2018

 

PS-11

 

 

GS Finance Corp.

Trigger Jump Securities Based on the Price of the iShares® MSCI EAFE ETF due December 3, 2021

Principal at Risk Securities

 

for each of your securities may be significantly less than it would have been had you invested directly in the underlying ETF.

 

The Return on Your Securities May Change Significantly Despite Only a Small Change in the Price of the Underlying ETF

 

If the final ETF price is less than the downside threshold level, you will receive significantly less than the stated principal amount of your securities and you could lose all or a substantial portion of your investment in the securities. This means that while a 20.00% drop between the initial ETF price and the final ETF price will not result in a loss of principal on the securities, a decrease in the final ETF price to less than 80.00% of the initial ETF price will result in a loss of a significant portion of the stated principal amount of the securities despite only a small change in the price of the underlying ETF.

 

The Return on Your Securities Will Not Reflect Any Dividends Paid on the Underlying ETF or the Underlying ETF Stocks

 

The return on your securities will not reflect the return you would realize if you actually owned the underlying ETF and received the distributions paid on the shares of such underlying ETF. You will not receive any dividends that may be paid on any of the underlying ETF stocks by the ETF stock issuers or the shares of the underlying ETF. See “—Investing in the Securities is Not Equivalent to Investing in the Underlying ETF; You Have No Shareholder Rights or Rights to Receive Any Shares of the Underlying ETF or Any Underlying ETF Stock” below for additional information.

 

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 GS&Co.) Is Less Than the Original Issue Price Of Your Securities

 

The original issue price for your securities exceeds the estimated value of your securities as of the time the terms of your securities are set on the pricing date, as determined by reference to GS&Co.’s pricing models and taking into account our credit spreads. Such expected estimated value on the pricing date is set forth above under “Estimated Value of Your Securities”; after the pricing date, the estimated value as determined by reference to these models will be affected by changes in market conditions, the creditworthiness of GS Finance Corp., as issuer, the creditworthiness of The Goldman Sachs Group, Inc., as guarantor, and other relevant factors. The price at which GS&Co. would initially buy or sell your securities (if GS&Co. makes a market, which it is not obligated to do), and the value that GS&Co. will initially use for account statements and otherwise, also exceeds the estimated value of your securities as determined by reference to these models. As agreed by GS&Co. and the distribution participants, this excess (i.e., the additional amount described under “Estimated Value of Your Securities”) will decline to zero on a straight line basis over the period from the date hereof through the applicable date set forth above under “Estimated Value of Your Securities”. Thereafter, if GS&Co. buys or sells your securities it will do so at prices that reflect the estimated value determined by reference to such pricing models at that time. The price at which GS&Co. will buy or sell your securities at any time also will reflect its then current bid and ask spread for similar sized trades of structured securities.

 

In estimating the value of your securities as of the time the terms of your securities are set on the pricing date, as disclosed above under “Estimated Value of Your Securities”, GS&Co.’s pricing models consider certain variables, including principally our credit spreads, interest rates (forecasted, current and historical rates), volatility, price-sensitivity analysis and the time to maturity of the securities. These pricing models are proprietary and rely in part on certain assumptions about future events, which may prove to be incorrect. As a result, the actual value you would receive if you sold your securities in the secondary market, if any, to others may differ, perhaps materially, from the estimated value of your securities determined by reference to our models due to, among other things, any differences in pricing models or assumptions used by others. See “— The Market Value of Your Securities May Be Influenced by Many Unpredictable Factors” below.

 

The difference between the estimated value of your securities as of the time the terms of your securities are set on the pricing date and the original issue price is a result of certain factors, including principally

 

November 2018

 

PS-12

 

 

GS Finance Corp.

Trigger Jump Securities Based on the Price of the iShares® MSCI EAFE ETF due December 3, 2021

Principal at Risk Securities

 

the underwriting discount and commissions, the expenses incurred in creating, documenting and marketing the securities, and an estimate of the difference between the amounts we pay to GS&Co. and the amounts GS&Co. pays to us in connection with your securities. We pay to GS&Co. amounts based on what we would pay to holders of a non-structured security with a similar maturity. In return for such payment, GS&Co. pays to us the amounts we owe under your securities.

 

In addition to the factors discussed above, the value and quoted price of your securities at any time will reflect many factors and cannot be predicted. If GS&Co. makes a market in the securities, the price quoted by GS&Co. would reflect any changes in market conditions and other relevant factors, including any deterioration in our creditworthiness or perceived creditworthiness or the creditworthiness or perceived creditworthiness of The Goldman Sachs Group, Inc. These changes may adversely affect the value of your securities, including the price you may receive for your securities in any market making transaction. To the extent that GS&Co. makes a market in the securities, the quoted price will reflect the estimated value determined by reference to GS&Co.’s pricing models at that time, plus or minus its then current bid and ask spread for similar sized trades of structured securities (and subject to the declining excess amount described above).

 

Furthermore, if you sell your securities, you will likely be charged a commission for secondary market transactions, or the price will likely reflect a dealer discount. This commission or discount will further reduce the proceeds you would receive for your securities in a secondary market sale.

 

There is no assurance that GS&Co. or any other party will be willing to purchase your securities at any price and, in this regard, GS&Co. is not obligated to make a market in the securities. See “— Your Securities May Not Have an Active Trading Market” below.

 

The Amount Payable on Your Securities Is Not Linked to the Price of the Underlying ETF at Any Time Other than the Valuation Date

 

The final ETF price will be based on the closing price of the underlying ETF on the valuation date (subject to adjustment as described elsewhere in this document). Therefore, if the closing price of the underlying ETF dropped precipitously on the valuation date, the payment at maturity for your securities may be significantly less than it would have been had the payment at maturity been linked to the closing price of the underlying ETF prior to such drop in the price of the underlying ETF. Although the actual price of the underlying ETF on the stated maturity date or at other times during the life of your securities may be higher than the final ETF price, you will not benefit from the closing price of the underlying ETF at any time other than on the valuation date.

 

The Market Value of Your Securities May Be Influenced by Many Unpredictable Factors

 

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

 

·                  the price of the underlying ETF;

 

·                  the volatility – i.e., the frequency and magnitude of changes – in the closing price of the underlying ETF;

 

·                  the dividend rates of the underlying ETF stocks;

 

·                  economic, financial, regulatory, political, military and other events that affect stock markets generally and the underlying ETF stocks, and which may affect the closing price of the underlying ETF;

 

·                  interest rates and yield rates in the market;

 

·                  the time remaining until your securities mature; and

 

·                  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

 

November 2018

 

PS-13

 

 

GS Finance Corp.

Trigger Jump Securities Based on the Price of the iShares® MSCI EAFE ETF due December 3, 2021

Principal at Risk Securities

 

ratings or the credit ratings of The Goldman Sachs Group, Inc. or changes in other credit measures.

 

These factors, and many other factors, will influence the price you will receive if you sell your securities before maturity, including the price you may receive for your securities in any market making transaction. If you sell your securities before maturity, you may receive less than the principal amount of your securities or the amount you may receive at maturity.

 

You cannot predict the future performance of the underlying ETF based on its historical performance. The actual performance of the underlying ETF over the life of the offered securities or the payment at maturity may bear little or no relation to the historical closing prices of the underlying ETF or to the hypothetical examples shown elsewhere in this document.

 

Your Securities May Not Have an Active Trading Market

 

Your securities will not be listed or displayed on any securities exchange or included in any interdealer market quotation system, and there may be little or no secondary market for your securities. Even if a secondary market for your securities develops, it may not provide significant liquidity and we expect that transaction costs in any secondary market would be high. As a result, the difference between bid and asked prices for your securities in any secondary market could be substantial.

 

If the Price of the Underlying ETF Changes, the Market Value of Your Securities May Not Change in the Same Manner

 

The price of your securities may move quite differently than the performance of the underlying ETF. Changes in the price of the underlying ETF may not result in a comparable change in the market value of your securities. Even if the price of the underlying ETF increases above the initial ETF price during some portion of the life of the securities, the market value of your securities may not reflect this amount. We discuss some of the reasons for this disparity under “— The Market Value of Your Securities May Be Influenced by Many Unpredictable Factors” above.

 

Anticipated Hedging Activities by Goldman Sachs or Our Distributors May Negatively Impact Investors in the Securities and Cause Our Interests and Those of Our Clients and Counterparties to be Contrary to Those of Investors in the Securities

 

Goldman Sachs expects to hedge our obligations under the securities by purchasing listed or over-the-counter options, futures and/or other instruments linked to the underlying ETF. Goldman Sachs also expects to adjust the hedge by, among other things, purchasing or selling any of the foregoing, and perhaps other instruments linked to the underlying ETF or the underlying ETF stocks at any time and from time to time, and to unwind the hedge by selling any of the foregoing on or before the valuation date for your securities. Alternatively, Goldman Sachs may hedge all or part of our obligations under the securities with unaffiliated distributors of the securities which we expect will undertake similar market activity. Goldman Sachs may also enter into, adjust and unwind hedging transactions relating to other ETF-linked securities whose returns are linked to changes in the price of the underlying ETF or the underlying ETF stocks, as applicable.

 

In addition to entering into such transactions itself, or distributors entering into such transactions, Goldman Sachs may structure such transactions for its clients or counterparties, or otherwise advise or assist clients or counterparties in entering into such transactions. These activities may be undertaken to achieve a variety of objectives, including: permitting other purchasers of the securities or other securities to hedge their investment in whole or in part; facilitating transactions for other clients or counterparties that may have business objectives or investment strategies that are inconsistent with or contrary to those of investors in the securities; hedging the exposure of Goldman Sachs to the securities including any interest in the securities that it reacquires or retains as part of the offering process, through its market-making activities or otherwise; enabling Goldman Sachs to comply with its internal risk limits or otherwise manage firmwide, business unit or product risk; and/or enabling Goldman Sachs to take directional views as to relevant markets on behalf of itself or its clients or counterparties that are inconsistent with or contrary to the views and objectives of the investors in the securities.

 

November 2018

 

PS-14

 

 

GS Finance Corp.

Trigger Jump Securities Based on the Price of the iShares® MSCI EAFE ETF due December 3, 2021

Principal at Risk Securities

 

Any of these hedging or other activities may adversely affect the price of the underlying ETF — directly or indirectly by affecting the price of the underlying ETF stocks — and therefore the market value of your securities and the amount we will pay on your securities, if any, at maturity. In addition, you should expect that these transactions will cause Goldman Sachs or its clients, counterparties or distributors to have economic interests and incentives that do not align with, and that may be directly contrary to, those of an investor in the securities. Neither Goldman Sachs nor any distributor will have any obligation to take, refrain from taking or cease taking any action with respect to these transactions based on the potential effect on an investor in the securities, and may receive substantial returns on hedging or other activities while the value of your securities declines. In addition, if the distributor from which you purchase securities is to conduct hedging activities in connection with the securities, that distributor may otherwise profit in connection with such hedging activities and such profit, if any, will be in addition to the compensation that the distributor receives for the sale of the securities to you. You should be aware that the potential to earn fees in connection with hedging activities may create a further incentive for the distributor to sell the securities to you in addition to the compensation they would receive for the sale of the securities.

 

Goldman Sachs’ Trading and Investment Activities for its Own Account or for its Clients, Could Negatively Impact Investors in the Securities

 

Goldman Sachs is a global investment banking, securities and investment management firm that provides a wide range of financial services to a substantial and diversified client base that includes corporations, financial institutions, governments and individuals. As such, it acts as an investor, investment banker, research provider, investment manager, investment advisor, market maker, trader, prime broker and lender. In those and other capacities, Goldman Sachs purchases, sells or holds a broad array of investments, actively trades securities, derivatives, loans, commodities, currencies, credit default swaps, indices, baskets and other financial instruments and products for its own account or for the accounts of its customers, and will have other direct or indirect interests, in the global fixed income, currency, commodity, equity, bank loan and other markets. Any of Goldman Sachs’ financial market activities may, individually or in the aggregate, have an adverse effect on the market for your securities, and you should expect that the interests of Goldman Sachs or its clients or counterparties will at times be adverse to those of investors in the securities.

 

Goldman Sachs regularly offers a wide array of securities, financial instruments and other products into the marketplace, including existing or new products that are similar to your securities, or similar or linked to the underlying ETF or underlying ETF stocks. Investors in the securities should expect that Goldman Sachs will offer securities, financial instruments, and other products that will compete with the securities for liquidity, research coverage or otherwise.

 

Investing in the Securities is Not Equivalent to Investing in the Underlying ETF; You Have No Shareholder Rights or Rights to Receive Any Shares of the Underlying ETF or Any Underlying ETF Stock

 

Investing in your securities is not equivalent to investing in the underlying ETF and will not make you a holder of any shares of the underlying ETF or the underlying ETF stocks. Neither you nor any other holder or owner of your securities will have any rights with respect to the underlying ETF stocks, including voting rights, any right to receive dividends or other distributions, any rights to make a claim against the underlying ETF or the underlying ETF stocks or any other rights of a holder of the underlying ETF or the underlying ETF stocks. Your securities will be paid in cash, and you will have no right to receive delivery of any shares of the underlying ETF or the underlying ETF stocks.

 

We May Sell an Additional Aggregate Stated Principal Amount of the Securities at a Different Issue Price

 

At our sole option, we may decide to sell an additional aggregate stated principal amount of the securities subsequent to the date of this document. The issue price of the securities in the subsequent sale may differ substantially (higher or lower) from the original issue price you paid as provided on the cover of this document.

 

November 2018

 

PS-15

 

 

GS Finance Corp.

Trigger Jump Securities Based on the Price of the iShares® MSCI EAFE ETF due December 3, 2021

Principal at Risk Securities

 

If You Purchase Your Securities at a Premium to Stated Principal Amount, the Return on Your Investment Will Be Lower Than the Return on Securities Purchased at Stated Principal Amount and the Impact of Certain Key Terms of the Securities Will be Negatively Affected

 

The payment at maturity will not be adjusted based on the issue price you pay for the securities. If you purchase securities at a price that differs from the stated principal amount of the securities, then the return on your investment in such securities held to the stated maturity date will differ from, and may be substantially less than, the return on securities purchased at stated principal amount. If you purchase your securities at a premium to stated principal amount and hold them to the stated maturity date the return on your investment in the securities will be lower than it would have been had you purchased the securities at stated principal amount or a discount to stated principal amount.

 

The Policies of the Underlying ETF’s Investment Advisor, BlackRock Fund Advisors, and the Sponsor of The Index, MSCI Inc., Could Affect the Payment at Maturity on Your Securities and Their Market Value

 

The underlying ETF’s investment advisor, BlackRock Fund Advisors (“BFA” or the “underlying ETF investment advisor”), may from time to time be called upon to make certain policy decisions or judgments with respect to the implementation of policies of the underlying ETF investment advisor concerning the calculation of the net asset value of the underlying ETF, additions, deletions or substitutions of securities in the underlying ETF and the manner in which changes affecting the index are reflected in the underlying ETF that could affect the market price of the shares of the underlying ETF and, therefore, the payment at maturity, if any, on your securities on the stated maturity date. The payment at maturity and the market value of your securities could also be affected if the underlying ETF investment advisor changes these policies, for example, by changing the manner in which it calculates the net asset value of the underlying ETF, or if the underlying ETF investment advisor discontinues or suspends calculation or publication of the net asset value of the underlying ETF, in which case it may become difficult or inappropriate to determine the market value of your securities.

 

If events such as these occur, the calculation agent — which initially will be GS&Co., our affiliate — may determine the closing price of the underlying ETF on the valuation date — and thus the payment at maturity if any — in a manner it considers appropriate, in its sole discretion. We describe the discretion that the calculation agent will have in determining the closing price of the underlying ETF on the valuation date and the payment at maturity more fully under “Supplemental Terms of the Notes — Discontinuance or Modification of an Underlying” and “— Role of Calculation Agent” on pages S-27 and S-28 of the accompanying general terms supplement no. 1,735.

 

In addition, MSCI Inc. (the “index sponsor”) owns the index and is responsible for the design and maintenance of that index. The policies of the index sponsor concerning the calculation of the index, including decisions regarding the addition, deletion or substitution of the equity securities included in the index, could affect the level of the index and, consequently, could affect the market prices of shares of the underlying ETF and, therefore, the amount payable on your securities, if any, and their market value.

 

There Are Risks Associated with the Underlying ETF

 

Although the underlying ETF’s shares are listed for trading on NYSE Arca, Inc. (the “NYSE Arca”) and a number of similar products have been traded on the NYSE Arca or other securities exchanges for varying periods of time, there is no assurance that an active trading market will continue for the shares of the underlying ETF or that there will be liquidity in the trading market.

 

In addition, the underlying ETF is subject to management risk, which is the risk that the underlying ETF investment advisor’s investment strategy, the implementation of which is subject to a number of constraints, may not produce the intended results. For example, the underlying ETF investment advisor may select up to 10% of the underlying ETF’s assets to be invested in shares of equity securities that are not included in the index.  The underlying ETF is also not actively managed and may be affected by a general decline in market segments relating to the index.  The underlying ETF investment advisor invests in securities included in, or representative of, the index regardless of their investment merits.  The underlying ETF investment advisor does not attempt to take defensive positions in declining markets.

 

November 2018

 

PS-16

 

 

GS Finance Corp.

Trigger Jump Securities Based on the Price of the iShares® MSCI EAFE ETF due December 3, 2021

Principal at Risk Securities

 

In addition, the underlying ETF is subject to custody risk, which refers to the risks in the process of clearing and settling trades and to the holding of securities by local banks, agent and depositories.  Low trading volumes and volatile prices in less developed markets make trades harder to complete and settle, and governments or trade groups may compel local agents to hold securities in designated depositories that are not subject to independent evaluation. The less developed a country’s securities market is, the greater the likelihood of custody problems.

 

Further, under continuous listing standards adopted by the NYSE Arca, the underlying ETF will be required to confirm on an ongoing basis that the components of the index satisfy the applicable listing requirements.  In the event that its index does not comply with the applicable listing requirements, the underlying ETF would be required to rectify such non-compliance by requesting that the index sponsor modify such index, adopting a new index or obtaining relief from the Securities and Exchange Commission. There can be no assurance that the index sponsor would so modify the index or that relief would be obtained from the Securities and Exchange Commission and, therefore, non-compliance with the continuous listing standards may result in the underlying ETF being delisted by the NYSE Arca.

 

The Underlying ETF and the Index are Different and the Performance of the Underlying ETF May Not Correlate with the Performance of the Index

 

The underlying ETF uses a representative sampling strategy (more fully described under “The Underlying ETF”) to attempt to track the performance of the index. The underlying ETF may not hold all or substantially all of the equity securities included in the index and may hold securities or assets not included in the index. Therefore, while the performance of the underlying ETF is generally linked to the performance of the index, the performance of the underlying ETF is also linked in part to shares of equity securities not included in the index and to the performance of other assets, such as futures contracts, options and swaps, as well as cash and cash equivalents, including shares of money market funds affiliated with the underlying ETF investment advisor.

 

Imperfect correlation between the underlying ETF’s portfolio securities and those in the index, rounding of prices, changes to the index and regulatory requirements may cause tracking error, the divergence of the underlying ETF’s performance from that of the index.

 

In addition, the performance of the underlying ETF will reflect additional transaction costs and fees that are not included in the calculation of the index and this may increase the tracking error of the underlying ETF. Also, corporate actions with respect to the sample of equity securities (such as mergers and spin-offs) may impact the performance differential between the underlying ETF and the index. Finally, because the shares of the underlying ETF are traded on the NYSE Arca and are subject to market supply and investor demand, the market value of one share of the underlying ETF may differ from the net asset value per share of the underlying ETF.

 

For all of the foregoing reasons, the performance of the underlying ETF may not correlate with the performance of the index. Consequently, the return on the securities will not be the same as investing directly in the underlying ETF or in the index or in the underlying ETF stocks or in the index stocks, and will not be the same as investing in a debt security with a payment at maturity linked to the performance of the index.

 

An Investment in the Offered Securities Is Subject to Risks Associated with Foreign Securities Markets

 

The value of your securities is linked to an underlying ETF that holds stocks traded in one or more foreign securities markets. Investments linked to the value of foreign equity securities involve particular risks. Any foreign securities market may be less liquid, more volatile and affected by global or domestic market developments in a different way than are the U.S. securities market or other foreign securities markets. Both government intervention in a foreign securities market, either directly or indirectly, and cross-shareholdings in foreign companies, may affect trading prices and volumes in that market. Also, there is generally less publicly available information about foreign companies than about those U.S. companies that are subject to the reporting requirements of the U.S. Securities and Exchange Commission. Further,

 

November 2018

 

PS-17

 

 

GS Finance Corp.

Trigger Jump Securities Based on the Price of the iShares® MSCI EAFE ETF due December 3, 2021

Principal at Risk Securities

 

foreign companies are subject to accounting, auditing and financial reporting standards and requirements that differ from those applicable to U.S. reporting companies.

 

The prices of securities in a foreign country are subject to political, economic, financial and social factors that are unique to such foreign country’s geographical region. These factors include: recent changes, or the possibility of future changes, in the applicable foreign government’s economic and fiscal policies; the possible implementation of, or changes in, currency exchange laws or other laws or restrictions applicable to foreign companies or investments in foreign equity securities; fluctuations, or the possibility of fluctuations, in currency exchange rates; and the possibility of outbreaks of hostility, political instability, natural disaster or adverse public health developments.  The United Kingdom has voted to leave the European Union (popularly known as “Brexit”). The effect of Brexit is uncertain, and Brexit has and may continue to contribute to volatility in the prices of securities of companies located in Europe and currency exchange rates, including the valuation of the euro and British pound in particular. Any one of these factors, or the combination of more than one of these factors, could negatively affect such foreign securities market and the price of securities therein. Further, geographical regions may react to global factors in different ways, which may cause the prices of securities in a foreign securities market to fluctuate in a way that differs from those of securities in the U.S. securities market or other foreign securities markets. Foreign economies may also differ from the U.S. economy in important respects, including growth of gross national product, rate of inflation, capital reinvestment, resources and self-sufficiency, which may have a positive or negative effect on foreign securities prices.

 

Because foreign exchanges may be open on days when the underlying ETF is not traded, the value of the securities underlying the underlying ETF may change on days when shareholders will not be able to purchase or sell shares of the underlying ETF. This could result in premiums or discounts to the underlying ETF’s net asset value that may be greater than those experienced by an exchange traded fund that does not hold foreign assets.

 

Your Investment in the Securities Will Be Subject to Foreign Currency Exchange Rate Risk

 

The underlying ETF holds assets that are denominated in non-U.S. dollar currencies. The value of the assets held by the underlying ETF that are denominated in non-U.S. dollar currencies will be adjusted to reflect their U.S. dollar value by converting the price of such assets from the non-U.S. dollar currency to U.S. dollars. Consequently, if the value of the U.S. dollar strengthens against the non-U.S. dollar currency in which an asset is denominated, the price of the underlying ETF may not increase even if the non-dollar value of the asset held by the underlying ETF increases.

 

Foreign currency exchange rates vary over time, and may vary considerably during the term of your securities. Changes in a particular exchange rate result from the interaction of many factors directly or indirectly affecting economic and political conditions. Of particular importance are:

 

·                 existing and expected rates of inflation;

 

·                 existing and expected interest rate levels;

 

·                 the balance of payments among countries;

 

·                 the extent of government surpluses or deficits in the relevant foreign country and the United States; and

 

·                 other financial, economic, military and political factors.

 

All of these factors are, in turn, sensitive to the monetary, fiscal and trade policies pursued by the governments of the relevant foreign countries and the United States and other countries important to international trade and finance.

 

The market price of the securities and value of the underlying ETF could also be adversely affected by delays in, or refusals to grant, any required governmental approval for conversions of a local currency and remittances abroad or other de facto restrictions on the repatriation of U.S. dollars.

 

It has been reported that the U.K. Financial Conduct Authority and regulators from other countries are in the process of investigating the potential manipulation of published currency exchange rates.  If such

 

November 2018

 

PS-18

 

 

GS Finance Corp.

Trigger Jump Securities Based on the Price of the iShares® MSCI EAFE ETF due December 3, 2021

Principal at Risk Securities

 

manipulation has occurred or is continuing, certain published exchange rates may have been, or may be in the future, artificially lower (or higher) than they would otherwise have been.  Any such manipulation could have an adverse impact on any payments on, and the value of, your securities and the trading market for your securities.  In addition, we cannot predict whether any changes or reforms affecting the determination or publication of exchange rates or the supervision of currency trading will be implemented in connection with these investigations.  Any such changes or reforms could also adversely impact your securities.

 

Your Securities May Be Subject to an Adverse Change in Tax Treatment in the Future

 

The tax consequences of an investment in your securities are uncertain, both as to the timing and the character of any inclusion in income in respect of your securities.

 

The Internal Revenue Service announced on December 7, 2007 that it is considering issuing guidance regarding the proper U.S. federal income tax treatment of an instrument such as your securities that are currently characterized as pre-paid derivative contracts, and any such guidance could adversely affect the tax treatment and the value of your securities. Among other things, the Internal Revenue Service may decide to require the holders to accrue ordinary income on a current basis and recognize ordinary income on payment at maturity, and could subject non-U.S. investors to withholding tax. Furthermore, in 2007, legislation was introduced in Congress that, if enacted, would have required holders that acquired instruments such as your securities after the bill was enacted to accrue interest income over the term of such instruments even though there will be no interest payments over the term of your instruments. It is not possible to predict whether a similar or identical bill will be enacted in the future, or whether any such bill would affect the tax treatment of such securities. We describe these developments in more detail under “Supplemental Discussion of Federal Income Tax Consequences” on page S-95 of the accompanying general terms supplement no. 1,735. You should consult your tax advisor about this matter. Except to the extent otherwise provided by law, GS Finance Corp. intends to continue treating the securities for U.S. federal income tax purposes in accordance with the treatment described under “Supplemental Discussion of Federal Income Tax Consequences” on page S-95 of the accompanying general terms supplement no. 1,735 unless and until such time as Congress, the Treasury Department or the Internal Revenue Service determine that some other treatment is more appropriate.

 

United States Alien Holders Should Consider the Withholding Tax Implications of Owning the Securities

 

The Treasury Department has issued regulations under which amounts paid or deemed paid on certain financial instruments (“871(m) financial instruments”) that are treated as attributable to U.S.-source dividends could be treated, in whole or in part depending on the circumstances, as a “dividend equivalent” payment that is subject to tax at a rate of 30% (or a lower rate under an applicable treaty), which in the case of any amounts a United States alien holder receives upon the sale, exchange or maturity of the securities, could be collected via withholding. If these regulations were to apply to the securities, we may be required to withhold such taxes if any U.S.-source dividends are paid on the underlying ETF during the term of the securities. We could also require a United States alien holder to make certifications (e.g., an applicable Internal Revenue Service Form W-8) prior to the maturity of the securities in order to avoid or minimize withholding obligations, and we could withhold accordingly (subject to the United States alien holder’s potential right to claim a refund from the Internal Revenue Service) if such certifications were not received or were not satisfactory. If withholding was required, we would not be required to pay any additional amounts with respect to amounts so withheld. These regulations generally will apply to 871(m) financial instruments (or combination of financial instruments treated as having been entered into in connection with each other) issued (or significantly modified and treated as retired and reissued) on or after January 1, 2021, but will also apply to certain 871(m) financial instruments (or a combination of financial instruments treated as having been entered into in connection with each other) that have a delta (as defined in the applicable Treasury regulations) of one and are issued (or significantly modified and treated as retired and reissued) on or after January 1, 2017.  We have determined that, as of the issue date of your securities, your securities will not be subject to withholding under these rules.  In certain limited circumstances, however, you should be aware that it is possible for United States alien holders to

 

November 2018

 

PS-19

 

 

GS Finance Corp.

Trigger Jump Securities Based on the Price of the iShares® MSCI EAFE ETF due December 3, 2021

Principal at Risk Securities

 

be liable for tax under these rules with respect to a combination of transactions treated as having been entered into in connection with each other even when no withholding is required.  You should consult your tax advisor concerning these regulations, subsequent official guidance and regarding any other possible alternative characterizations of your securities for U.S. federal income tax purposes.

 

Your Securities May Be Subject to the Constructive Ownership Rules

 

There exists a risk that the constructive ownership rules of Section 1260 of the Internal Revenue Code could apply to your securities. If your securities were subject to the constructive ownership rules, then any long-term capital gain that you realize upon the sale, exchange or maturity of your securities would be re-characterized as ordinary income (and you would be subject to an interest charge on deferred tax liability with respect to such re-characterized capital gain) to the extent that such capital gain exceeds the amount of “net underlying long-term capital gain” (as defined in Section 1260 of the Internal Revenue Code). Because the application of the constructive ownership rules is unclear you are strongly urged to consult your tax advisor with respect to the possible application of the constructive ownership rules to your investment in the securities.

 

Foreign Account Tax Compliance Act (FATCA) Withholding May Apply to Payments on Your Securities, Including as a Result of the Failure of the Bank or Broker Through Which You Hold the Securities to Provide Information to Tax Authorities

 

Please see the discussion under “United States Taxation — Taxation of Debt Securities — Foreign Account Tax Compliance Act (FATCA) Withholding” in the accompanying prospectus for a description of the applicability of FATCA to payments made on your securities.

 

November 2018

 

PS-20

 

 

GS Finance Corp.

Trigger Jump Securities Based on the Price of the iShares® MSCI EAFE ETF due December 3, 2021

Principal at Risk Securities

 

The Underlying ETF

 

The shares of the iShares® MSCI EAFE ETF (the “fund”) are issued by iShares® Trust, a registered investment company.

 

·      The fund is a tracking ETF that seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of its underlying index.

 

·      The index it tracks is the MSCI EAFE Index (the “underlying index”).

 

·      Investment Advisor: BlackRock Fund Advisors (“BFA”).

 

·      The ETF’s shares trade on the NYSE Arca under the ticker symbol “EFA”.

 

·      The iShares® Trust’s SEC CIK Number is 0001100663.

 

·      The ETF’s inception date was August 14, 2001.

 

·      The ETF’s shares are issued or redeemed only in creation units of 600,000 shares or multiples thereof.

 

We obtained the following fee information from the iShares® website without independent verification. The investment advisor is paid a management fee from the underlying ETF based on the underlying ETF’s allocable portion of an aggregate management fee based on the aggregate average daily net assets of the underlying ETF and a set of other specified iShares® funds (the “funds”) as follows: 0.35% per annum of the aggregate net assets of the funds less than or equal to $30.0 billion, plus 0.32% per annum of the aggregate net assets of the funds on amounts in excess of $30.0 billion, up to and including $60.0 billion, plus 0.28% per annum of the aggregate net assets of the funds on amounts in excess of $60.0 billion, up to and including $90.0 billion, plus 0.252% per annum of the aggregate net assets of the funds on amounts in excess of $90.0 billion, up to and including $120.0 billion, plus 0.227% per annum of the aggregate net assets of the funds on amounts in excess of $120.0 billion, up to and including $150.0 billion, plus 0.204% per annum of the aggregate net assets of the funds on amounts in excess of $150.00 billion. As of September 30, 2018, the aggregate expense ratio of the underlying ETF was 0.32% per annum.

 

For additional information regarding iShares® Trust or BFA, please consult the reports (including the Semi-Annual Report to Shareholders on Form N-CSRS for the period ended January 31, 2018) and other information iShares® Trust files with the SEC. In addition, information regarding the ETF, including its top portfolio holdings, may be obtained from other sources including, but not limited to, press releases, newspaper articles, other publicly available documents, and the iShares® website at us.ishares.com/product_info/fund/overview/EFA.htm. We are not incorporating by reference the website, the sources listed above or any material they include in this pricing supplement.

 

Investment Objective

 

The underlying ETF seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the underlying index. The underlying ETF’s investment objective and the underlying index may be changed without the approval of BFA’s shareholders.

 

The following table displays the top holdings and weightings by industry sector of the underlying ETF. (Sector designations are determined by the underlying ETF sponsor using criteria it has selected or developed. Index and underlying ETF sponsors may use very different standards for determining sector designations. In addition, many companies operate in a number of sectors, but are listed in only one sector and the basis on which that sector is selected may also differ. As a result, sector comparisons between indices or ETFs with different sponsors may reflect differences in methodology as well as actual differences in the sector composition of the indices or ETFs.) We obtained the information in the tables below from the underlying ETF website without independent verification.

 

November 2018

 

PS-21

 

 

GS Finance Corp.

Trigger Jump Securities Based on the Price of the iShares® MSCI EAFE ETF due December 3, 2021

Principal at Risk Securities

 

Notwithstanding the underlying ETF’s investment objective, the return on your notes will not reflect any dividends paid on the underlying ETF shares, on the securities purchased by the underlying ETF or on the securities that comprise the underlying index.

 

iShares® MSCI EAFE ETF Top Ten Holdings as of November 13, 2018

 

ETF Stock Issuer

 

Percentage (%)

 

 

 

NESTLE SA

 

1.97%

NOVARTIS AG

 

1.44%

ROCHE HOLDING PAR AG

 

1.31%

HSBC HOLDINGS PLC

 

1.26%

ROYAL DUTCH SHELL PLC CLASS A

 

1.07%

TOTAL SA

 

1.00%

BP PLC

 

1.00%

TOYOTA MOTOR CORP

 

0.98%

ROYAL DUTCH SHELL PLC CLASS B

 

0.88%

ASTRAZENECA PLC

 

0.78%

Total

 

11.69%

 

iShares® MSCI EAFE ETF Weighting by Sector as of November 13, 2018*ǂ

 

Sector

 

Percentage (%)

 

 

 

Financials

 

19.83%

Consumer Discretionary

 

10.68%

Industrials

 

14.08%

Consumer Staples

 

11.52%

Health Care

 

11.49%

Materials

 

7.52%

Information Technology

 

5.93%

Communication

 

5.32%

Energy

 

5.86%

Real Estate

 

3.49%

Utilities

 

3.46%

Cash and/or Derivatives

 

0.81%

Other

 

0.00%

Total

 

99.99%

 

* Percentages may not sum to 100% due to rounding.

 

ǂ The Global Industry Classification Structure, which MSCI utilizes to classify the constituents of the MSCI Emerging Markets Index, was updated in September 2018.  Please see below for additional information about these updates.

 

iShares® MSCI EAFE ETF Weighting by Country as of November 13, 2018*

 

Country

 

Percentage (%)

 

 

 

Japan

 

23.98%

United Kingdom

 

17.55%

 

November 2018

 

PS-22

 

 

GS Finance Corp.

Trigger Jump Securities Based on the Price of the iShares® MSCI EAFE ETF due December 3, 2021

Principal at Risk Securities

 

France

 

10.96%

Germany

 

8.92%

Switzerland

 

8.55%

Australia

 

6.88%

Hong Kong

 

3.53%

Netherlands

 

3.45%

Spain

 

3.05%

Sweden

 

2.64%

Italy

 

2.26%

Denmark

 

1.69%

Singapore

 

1.28%

Finland

 

1.04%

Cash and/or Derivatives

 

0.81%

Other

 

3.41%

 

Total

 

100.00%

 

 

*Percentages may not sum to 100% due to rounding.

 

Representative Sampling

 

BFA uses a representative sampling indexing strategy to manage the underlying ETF. This strategy involves investing in a representative sample of securities that collectively has an investment profile similar to that of the underlying index. The securities selected are expected to have, in the aggregate, investment characteristics (based on factors such as market capitalization and industry weightings), fundamental characteristics (such as return variability and yield) and liquidity measures similar to those of the underlying index.

 

The underlying ETF generally invests at least 90% of its assets in the securities of the underlying index and in depositary receipts representing securities of the underlying index. The underlying ETF may invest the remainder of its assets in certain futures, options and swap contracts, cash and cash equivalents, including shares of money market funds advised by BFA or its affiliates, as well as in securities not included in the underlying index, but which BFA believes will help the underlying ETF track the underlying index. Also, the underlying ETF may lend securities representing up to one-third of the value of the underlying ETF’s total assets (including the value of the collateral received).

 

Tracking Error

 

The performance of the underlying ETF and the underlying index may vary due to a variety of factors, including differences between the securities and other instruments held in the underlying ETF’s portfolio and those included in the underlying index, pricing differences (including differences between a security’s price at the local market close and the underlying ETF’s valuation of a security at the time of calculation of the underlying ETF’s net asset value), differences in transaction costs, the underlying ETF’s holding of uninvested cash, differences in timing of the accrual of or the valuation of dividends or interest, tax gains or losses, changes to the underlying index or the costs to the underlying ETF of complying with various new or existing regulatory requirements. Tracking error also may result because the underlying ETF incurs fees and expenses, while the underlying index does not. BFA expects that, over time, the ETF’s tracking error will not exceed 5%. The underlying ETF’s use of a representative sampling indexing strategy can be expected to produce a larger tracking error than would result if the underlying ETF used a replication indexing strategy in which an underlying ETF invests in substantially all of the securities in its index in approximately the same proportions as in the underlying index.

 

As of October 31, 2018, iShares® reported the following average annual returns on the market price of the underlying ETF’s shares and the MSCI EAFE Index.  The market price of the underlying ETF’s shares

 

November 2018

 

PS-23

 

 

GS Finance Corp.

Trigger Jump Securities Based on the Price of the iShares® MSCI EAFE ETF due December 3, 2021

Principal at Risk Securities

 

takes into account distributions on the shares and the returns shown account for changes in the mid-point of the bid and ask prices at 4:00 p.m., Eastern time on the relevant date.  Underlying ETF shares: 1 year, -7.44%; 3 years, 3.68%; 5 years, 1.86%; 10 years, 6.56%; since inception, 4.85%; MSCI EAFE Index: 1 year, -6.85%; 3 years, 3.62%; 5 years, 2.02%; 10 years, 6.89%; since ETF inception, 4.93%.

 

Industry Concentration Policy

 

The underlying ETF will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries to approximately the same extent that the underlying index is concentrated.

 

The MSCI EAFE Index

 

The MSCI EAFE Index (the underlying index) is a stock index calculated, published and disseminated daily by MSCI Inc., which we refer to as “MSCI”, through numerous data vendors, on the MSCI website and in real time on Bloomberg Financial Markets and Reuters Limited.

 

Net Total Return Methodology

 

The underlying ETF tracks the net total return version of the underlying index.  A net total return index represents the total return earned in a portfolio that tracks the price return version of the index and reinvests dividend income, net of certain withholding taxes, in the overall index, not in the specific stock paying the dividend. The difference between the price return calculation and the net total return calculation of an index is that, with respect to the price return calculation, changes in the index level reflect changes in stock prices, whereas with respect to the net total return calculation of the index, changes in the index level reflect both movements in stock prices and the reinvestment of dividend income net of certain withholding taxes.

 

MSCI’s net total return methodology reinvests net cash dividends in the index the day the security is quoted ex-dividend, or on the ex-date (converted to U.S. dollars, as applicable). Certain dividends, including special/extraordinary dividends and commemorative dividends, are reinvested in the index if, a day prior to the ex-date, the dividend impact on price is less than 5%. If the impact is 5% or more, the dividend will be reflected in the index through a price adjustment. A specific price adjustment is always applied for stock dividends that are issued at no cost to the shareholders, an extraordinary capital repayment or a dividend paid in the shares of another company. Cash payments related to corporate events, such as mergers and acquisitions, are considered on a case-by-case basis.

 

Notwithstanding the underlying ETF’s investment objective, the return on your notes will not reflect any dividends paid on the shares of the underlying ETF, on the securities purchased by the underlying ETF or on the securities that comprise the Index.

 

As of the close of business on September 21, 2018, MSCI and S&P Dow Jones Indices LLC updated the Global Industry Classification Sector structure. Among other things, the update broadened the Telecommunications Services sector and renamed it the Communication Services sector. The renamed sector includes the previously existing Telecommunication Services Industry group, as well as the Media Industry group, which was moved from the Consumer Discretionary sector and renamed the Media & Entertainment Industry group. The Media & Entertainment Industry group contains three industries: Media, Entertainment and Interactive Media & Services. The Media industry continues to consist of the Advertising, Broadcasting, Cable & Satellite and Publishing sub-industries. The Entertainment industry contains the Movies & Entertainment sub-industry (which includes online entertainment streaming companies in addition to companies previously classified in such industry prior to September 21, 2018) and the Interactive Home Entertainment sub-industry (which includes companies previously classified in the Home Entertainment Software sub-industry prior to September 21, 2018 (when the Home Entertainment Software sub-industry was a sub-industry in the Information Technology sector)), as well as producers of interactive gaming products, including mobile gaming applications). The Interactive Media & Services industry and sub-industry includes companies engaged in content and information creation or distribution through proprietary platforms, where revenues are derived primarily through pay-per-click advertisements, and includes search engines, social media and networking platforms, online classifieds

 

November 2018

 

PS-24

 

 

GS Finance Corp.

Trigger Jump Securities Based on the Price of the iShares® MSCI EAFE ETF due December 3, 2021

Principal at Risk Securities

 

and online review companies. The Global Classification Sector structure changes will be implemented in the MSCI Emerging Markets Index in connection with the November 2018 semi-annual index review.

 

The above information supplements the description of the underlying ETF found in the accompanying general terms supplement no. 1,735. This information was derived from information prepared by the underlying ETF investment advisor, however, the percentages we have listed above are approximate and may not match the information available on the underlying ETF investment advisor’s website due to subsequent corporate actions or other activity relating to a particular stock.  For more details about the underlying ETF and the underlying ETF investment advisor, see “The Underlyings — The iShares® MSCI Emerging Markets ETF” on page S-91 of the accompanying general terms supplement no. 1,735.

 

iShares® is a registered trademark of BlackRock Institutional Trust Company, N.A. (“BITC”).  The securities are not sponsored, endorsed, sold, or promoted by BITC.  BITC makes no representations or warranties to the owners of the securities or any member of the public regarding the advisability of investing in the securities. BITC has no obligation or liability in connection with the operation, marketing, trading or sale of the securities.

 

The MSCI Indexes are the exclusive property of MSCI Inc. (“MSCI”).  The securities referred to herein are not sponsored, endorsed, or promoted by MSCI, and MSCI bears no liability with respect to any such securities.

 

November 2018

 

PS-25

 

 

GS Finance Corp.

Trigger Jump Securities Based on the Price of the iShares® MSCI EAFE ETF due December 3, 2021

Principal at Risk Securities

 

Historical Closing Prices of the Underlying ETF

 

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

 

You should not take the historical closing prices of the underlying ETF as an indication of the future performance of the underlying ETF. We cannot give you any assurance that the future performance of the underlying ETF or the underlying ETF stocks will result in your receiving an amount greater than the outstanding principal amount of your securities on the stated maturity date.

 

Neither we nor any of our affiliates make any representation to you as to the performance of the underlying ETF. Before investing in the offered securities, you should consult publicly available information to determine the prices of the underlying ETF between the date of this document and the date of your purchase of the offered securities. The actual performance of the underlying ETF over the life of the offered securities, as well as the payment at maturity, if any, may bear little relation to the historical closing prices of the underlying ETF shown below.

 

The table below shows the high, low and period end closing prices of the underlying ETF for each of the four calendar quarters in 2013, 2014, 2015, 2016, 2017 and 2018 (through November 13, 2018). We obtained the closing prices of the underlying ETF listed in the tables below from Bloomberg Financial Services, without independent verification.

 

Historical Quarterly High, Low and Period End Closing Prices of the Underlying ETF

 

 

High

 

Low

 

Period End

2013

 

 

 

 

 

Quarter ended March 31

$59.89

 

$56.90

 

$58.98

Quarter ended June 30

$63.53

 

$57.03

 

$57.38

Quarter ended September 30

$65.05

 

$57.55

 

$63.79

Quarter ended December 31

$67.06

 

$62.71

 

$67.06

2014

 

 

 

 

 

Quarter ended March 31

$68.03

 

$62.31

 

$67.17

Quarter ended June 30

$70.67

 

$66.26

 

$68.37

Quarter ended September 30

$69.25

 

$64.12

 

$64.12

Quarter ended December 31

$64.51

 

$59.53

 

$60.84

2015

 

 

 

 

 

Quarter ended March 31

$65.99

 

$58.48

 

$64.17

Quarter ended June 30

$68.42

 

$63.49

 

$63.49

Quarter ended September 30

$65.46

 

$56.25

 

$57.32

Quarter ended December 31

$62.06

 

$57.50

 

$58.75

2016

 

 

 

 

 

Quarter ended March 31

$57.80

 

$51.38

 

$57.13

Quarter ended June 30

$59.87

 

$52.64

 

$55.81

Quarter ended September 30

$59.86

 

$54.44

 

$59.13

Quarter ended December 31

$59.20

 

$56.20

 

$57.73

2017

 

 

 

 

 

Quarter ended March 31

$62.60

 

$58.09

 

$62.29

Quarter ended June 30

$67.22

 

$61.44

 

$65.20

Quarter ended September 30

$68.48

 

$64.83

 

$68.48

Quarter ended December 31

$70.80

 

$68.42

 

$70.31

2018

 

 

 

 

 

Quarter ended March 31

$75.25

 

$67.94

 

$69.68

Quarter ended June 30

$71.90

 

$66.35

 

$66.97

Quarter ended September 30

$68.98

 

$65.43

 

$68.32

 

November 2018

 

PS-26

 

 

GS Finance Corp.

Trigger Jump Securities Based on the Price of the iShares® MSCI EAFE ETF due December 3, 2021

Principal at Risk Securities

 

 

High

 

Low

 

Period End

Quarter ending December 31 (through November 13, 2018)

$68.07

 

$61.08

 

$62.64

 

The graph below shows the daily historical closing prices of the underlying ETF from January 1, 2007 through November 13, 2018. We obtained the closing prices of the underlying ETF in the graph below from Bloomberg Financial Services, without independent verification.

 

Historical Performance of the iShares® MSCI EAFE ETF

 

 

 

November 2018

 

PS-27

 

 

GS Finance Corp.

Trigger Jump Securities Based on the Price of the iShares® MSCI EAFE ETF due December 3, 2021

Principal at Risk Securities

 

Additional Information About the 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 document supersedes any conflicting provisions of the accompanying general terms supplement no. 1,735.

 

 

 

Please read this information in conjunction with the summary terms on the front cover of this document.

 

 

Additional Provisions:

 

 

 

Underlying ETF investment advisor:

BlackRock Fund Advisors (“BFA”)

Denominations:

$10 and integral multiples of $10 in excess thereof

Interest:

None

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

 

Specified currency:

U.S. dollars (“$”)

 

Closing price of the underlying ETF:

 

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, subject to anti-dilution adjustments as described under “Supplemental Terms of the Notes — Anti-dilution Adjustments for Exchange-Traded Funds” on page S-28 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

 

 

ETF 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

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

 

 

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 a pre-paid derivative contract in respect of the underlying ETF, 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 upon the sale, exchange 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 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 or other disposition of the securities made before January 1, 2019.

 

November 2018

 

PS-28

 

 

GS Finance Corp.

Trigger Jump Securities Based on the Price of the iShares® MSCI EAFE ETF due December 3, 2021

Principal at Risk Securities

 

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 78 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. 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 document. GS&Co. proposes initially to offer the securities to the public at the original issue price set forth on the cover page of this document. Morgan Stanley Smith Barney LLC (Morgan Stanley Wealth Management), acting as dealer for the offering, will receive a selling concession of $0.30, or 3.00% 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 $0.05 of the selling concession, or 0.50% of the principal amount, for each security as a structuring fee. Goldman, Sachs & Co LLC. will receive an underwriting discount of $0.0175, 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 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 expect to deliver the securities against payment therefor in New York, New York on December   , 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:

GS Finance Corp. and The Goldman Sachs Group, Inc. have filed a registration statement (including a prospectus, as supplemented by the prospectus supplement and general terms supplement no. 1,735 listed below) with the Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus, prospectus supplement and general terms supplement no. 1,735 and any other documents relating to this offering that GS Finance Corp. and The Goldman Sachs Group, Inc. have filed with the SEC for more complete information about us and this offering. You may get these documents without cost by visiting EDGAR on the SEC web site at sec.gov. Alternatively, we will arrange to send you the prospectus, prospectus supplement

 

November 2018

 

PS-29

 

 

GS Finance Corp.

Trigger Jump Securities Based on the Price of the iShares® MSCI EAFE ETF due December 3, 2021

Principal at Risk Securities

 

 

and general terms supplement no. 1,735 if you so request by calling (212) 357-4612.

 

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 document should be read in conjunction with the following:

 

·                  General terms supplement no. 1,735 dated July 10, 2017

 

·                  Prospectus supplement dated July 10, 2017

 

·                  Prospectus dated July 10, 2017

 

The information in this document 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.

 

November 2018

 

PS-30

 

We have not authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference in this document, the accompanying general terms supplement no. 1,735, the accompanying prospectus supplement or the accompanying prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This document, the accompanying general terms supplement no. 1,735, the accompanying prospectus supplement and the accompanying prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this document, the accompanying general terms supplement no. 1,735, the accompanying prospectus supplement and the accompanying prospectus is current only as of the respective dates of such documents.

 

$

 

 

GS Finance Corp.

 

 

 

Trigger Jump Securities Based on the Price of the iShares® MSCI EAFE ETF due December 3, 2021

 

 

Principal at Risk Securities

 

 

 

 

 

 

 

 

 

 

Goldman Sachs & Co. LLC