Obbligazione Goldman Sachs 0% ( US38141GXD14 ) in USD

Goldman Sachs

100 USD ▼

Stati Uniti

US38141GXD14 ( in USD )

15/05/2026

Prospetto opuscolo dell'obbligazione Goldman Sachs US38141GXD14 en USD 0%, scadenza 15/05/2026

2 000 USD

1 500 000 000 USD

38141GXD1

BBB+ ( Lower medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

Goldman Sachs è una banca d'investimento multinazionale americana che offre servizi di investimento bancario, gestione patrimoniale e trading a clienti istituzionali e privati.

The Obbligazione issued by Goldman Sachs ( United States ) , in USD, with the ISIN code US38141GXD14, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 15/05/2026

The Obbligazione issued by Goldman Sachs ( United States ) , in USD, with the ISIN code US38141GXD14, was rated A2 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Goldman Sachs ( United States ) , in USD, with the ISIN code US38141GXD14, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

FLOATING RATE NOTES PRICING SUPPLEMENT DATED MAY 14, 2018
424B2 1 d551859d424b2.htm FLOATING RATE NOTES PRICING SUPPLEMENT DATED MAY 14, 2018
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-219206
Pricing Supplement to the Prospectus dated July 10, 2017 and the
Prospectus Supplement dated July 10, 2017 -- No. 127
$1,500,000,000
T he Goldm a n Sa c hs Group, I nc .
Floating Rate Notes due 2026
Medium-Term Notes, Series N

The notes being purchased have the following terms:

I ssue r: The Goldman Sachs Group, Inc.
agent shall use such successor base rate. If the calculation agent has

determined a substitute or successor base rate in accordance with the
Princ ipa l a m ount : $1,500,000,000
foregoing, the calculation agent in its sole discretion may determine the

business day convention, the definition of business day and the interest
St a t e d m a t urit y: May 15, 2026
determination date to be used and any other relevant methodology for

calculating such substitute or successor base rate, including any
Spe c ifie d c urre nc y: U.S. dollars
adjustment factor needed to make such substitute or successor base rate

comparable to the LIBOR base rate, in a manner that is consistent with
T ra de da t e : May 14, 2018
industry -accepted practices for such substitute or successor base rate.

· Reuters screen LIBOR page: LIBOR01
Origina l issue da t e : May 17, 2018
· index maturity: 3 months

· index currency: U.S. dollar
Origina l issue pric e : 100.00% ($1,500,000,000 plus accrued and
· interest reset period: quarterly
unpaid interest, if any, from May 17, 2018)
· spread: 1.17% per annum

· spread multiplier: not applicable
U nde rw rit ing disc ount : 0.400%
· initial base rate: 3-month U.S. dollar LIBOR as determined

on May 15, 2018
N e t pric e /proc e e ds t o T he Goldm a n Sa c hs Group, I nc .:
· maximum rate: no
99.600% ($1,494,000,000) (before expenses)
· minimum rate: no

· denominations: $2,000 and integral multiples of $1,000
CU SI P no.: 38141GXD1
thereafter

· interest payment dates: February 15, May 15, August 15 and
I SI N : US38141GXD14
November 15 of each year, commencing on August 15, 2018

(in each case, subject to the business day convention, except
Com m on Code : 182346128
at maturity)

· interest reset dates: February 15, May 15, August 15 and
Origina l issue disc ount not e s: no
November 15 of each year, commencing on August 15, 2018

(in each case, subject to the business day convention, except
Form of not e s:
at maturity)

· master global book-entry form only: yes
· interest determination date: two London business days prior to
· non-global form available: no
each interest reset date

· regular record dates: for interest due on an interest payment
T a x Re de m pt ion: If The Goldman Sachs Group, Inc. becomes
date, the calendar day immediately prior to the day on which
obligated to pay additional amounts to non-U.S. investors due to
payment is to be made (as such payment date may be
changes in U.S. withholding tax requirements, The Goldman Sachs
adjusted under the applicable business day convention
Group, Inc. may redeem the notes before their stated maturity at a price
specified below)
equal to 100% of the principal amount redeemed plus accrued interest
· day count convention: Actual/360 (ISDA)
to the redemption date. -- see page PS-2
· business days: London and New York

· business day convention: modified following (applicable to
Opt iona l Re de m pt ion: The Goldman Sachs Group, Inc. may redeem
interest reset dates and interest payment dates)
the notes on each of May 15, 2025 and November 15, 2025, at par, in
· calculation agent: Goldman Sachs & Co. LLC
each case plus accrued and unpaid interest -- see page PS-2

De fe a sa nc e a pplie s a s follow s: applicable
Re pa ym e nt a t opt ion of holde r: none

· full defeasance -- i.e., our right to be relieved of all our

obligations on the note by placing funds in trust for the
I f int e re st ra t e is fix e d: not applicable
investor: yes

· covenant defeasance --
I f int e re st ra t e is floa t ing: yes
i.e., our right to be relieved of specified

provisions of the note by placing funds in trust for the investor:
· interest rate: a rate per annum equal to the base rate plus the
yes
spread

· base rate: 3-month U.S. dollar LIBOR. LI BOR is be ing
List ing: none
m odifie d, se e pa ge PS -2 .

· discontinuance of LIBOR base rate: If the calculation agent
determines on the relevant interest determination date that the
LIBOR base rate has been discontinued, then the calculation
agent will use a substitute or successor base rate that it has
determined in its sole discretion is most comparable to the
LIBOR base rate, provided that if the calculation agent
determines there is an industry -accepted successor base rate,
then the calculation

The information above, if any, about the original issue date, trade dates, original issue price, net proceeds and original issue discount relates only to the initial sale of
the notes. If the notes are sold in a market-making transaction after their initial sale, information about the price paid and the date of the sale will be provided in a separate
confirmation of sale. Please refer to the accompanying prospectus dated July 10, 2017 and the accompanying Series N prospectus supplement dated July 10, 2017 for
additional information about the notes being purchased.
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FLOATING RATE NOTES PRICING SUPPLEMENT DATED MAY 14, 2018

N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny ot he r re gula t ory body ha s a pprove d or disa pprove d of t he se se c urit ie s or
pa sse d upon t he a c c ura c y or a de qua c y of t his pric ing supple m e nt , t he a c c om pa nying prospe c t us supple m e nt or t he a c c om pa nying
prospe c t us. Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
T he not e s ha ve be e n re gist e re d unde r t he Se c urit ie s Ac t of 1 9 3 3 sole ly for t he purpose of sa le s in t he U nit e d St a t e s; t he y ha ve not be e n
a nd w ill not be re gist e re d for t he purpose of a ny offe rs or sa le s out side t he U nit e d St a t e s.
T he not e s a re not ba nk de posit s a nd a re not insure d by t he Fe de ra l De posit I nsura nc e Corpora t ion or a ny ot he r gove rnm e nt a l a ge nc y,
nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .

Goldman Sachs may use this pricing supplement, the accompanying prospectus supplement and the accompanying prospectus in the initial sale of the notes. In
addition, Goldman Sachs & Co. LLC or any other affiliate of Goldman Sachs may use this pricing supplement, the accompanying prospectus supplement and the
accompanying prospectus in a market-making transaction in the notes after their initial sale. Unless Goldman Sachs or its agent informs the purchaser otherwise in the
confirmation of sale, this pricing supplement, the accompanying prospectus supplement and the accompanying prospectus are being used in a market-making transaction.

Goldm a n Sa c hs & Co. LLC
Ac a de m y Se c urit ie s, I nc .

Apt o Pa rt ne rs, LLC
Ca st le Oa k Se c urit ie s, L.P.

Dre x e l H a m ilt on
M isc hle r Fina nc ia l Group, I nc .

Ra m ire z & Co., I nc .
T e lse y Advisory Group

T he Willia m s Ca pit a l Group, L.P.

Pricing Supplement dated May 14, 2018.
Pa ym e nt of Addit iona l Am ount s
described under "Description of Debt Securities We May Offer
-- Defeasance and Covenant Defeasance" in the accompanying
We intend to pay principal and interest without deducting
prospectus.
U.S. withholding taxes. If we are required to deduct
U.S. withholding taxes from payment to non-U.S. investors,
U nit e d St a t e s Fe de ra l I nc om e T a x Conse que nc e s
however, we will pay additional amounts on those payments,
Your notes will be treated as variable rate debt securities for
but only to the extent described in the accompanying
United States Federal income tax purposes as described under
prospectus under "Description of Debt Securities We May Offer
"United States Taxation -- Taxation of Debt Securities -- United
-- Payment of Additional Amounts".
States Holders -- Variable Rate Debt Securities" in the
T a x Re de m pt ion
accompanying prospectus.
We will have the option to redeem the notes before they
Please refer to the discussion under "United States Taxation"
mature (at par plus accrued interest) if we become obligated to
in the accompanying prospectus supplement and the
pay additional amounts because of changes in
accompanying prospectus for a description of the material U.S.
U.S. withholding tax requirements but only if our obligation
federal income tax consequences of ownership and disposition
results from a change in the laws or regulations of any U.S.
of the notes.
taxing authority, or from a change in any official interpretation
De t e rm ina t ion of I nt e re st Ra t e
or application of those laws or regulations, that becomes
effective or is announced on or after May 14, 2018, as
Your notes will bear interest for each interest period at a per
described in the accompanying prospectus under "Description
annum rate equal to the applicable LIBOR rate plus the spread.
of Debt Securities We May Offer -- Redemption and
LIBOR will be determined by the calculation agent on the
Repayment -- Tax redemption".
second London business day (as defined in the accompanying
prospectus) immediately preceding the first day of such interest
Opt iona l Re de m pt ion -- Pa r Ca ll
period in the following manner:

In addition, on each of May 15, 2025 and November 15,
· LIBOR will be the offered rate per annum for three-
2025, we may redeem the notes at our option, in whole, but
month deposits in U.S. dollars, beginning on the first day
not in part, upon not less than 15 days' nor more than 60
of such period, as that rate appears on Reuters screen
days' prior written notice, at a redemption price equal to 100%

LIBOR01 (or any successor or replacement page) as of
of the principal amount of the notes being redeemed plus
approximately 11:00 A.M., London time, on the second
accrued and unpaid interest to but excluding the redemption
London business day immediately preceding the first day
date. We will give the notice of redemption in the manner
of such interest period.
described under "Description of Debt Securities We May Offer

-- Notices" in the accompanying prospectus.
· If the calculation agent determines on the relevant
interest determination date that the LIBOR base rate has
FDI C
been discontinued, then the calculation agent will use a
The notes are not bank deposits and are not insured by the
substitute or successor base rate that it has determined
Federal Deposit Insurance Corporation or any other
in its sole discretion is most comparable to the LIBOR

governmental agency, nor are they obligations of, or
base rate, provided that if the calculation agent
guaranteed by, a bank.
determines there is an industry-accepted successor base
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FLOATING RATE NOTES PRICING SUPPLEMENT DATED MAY 14, 2018
De fe a sa nc e
rate, then the calculation agent shall use such successor
base rate. If the calculation agent has determined a
The notes are subject to the provisions for full defeasance
substitute or successor base rate in
and covenant defeasance

PS-2
accordance with the foregoing, the calculation agent in
approximately 11:00 A.M., New York City time, on
its sole discretion may determine the business day
the second London business day immediately
convention, the definition of business day and the
preceding the first day of such interest period, by
interest determination date to be used and any other

major banks in New York City selected by the
relevant methodology for calculating such substitute or
calculation agent: three-month loans of U.S. dollars,
successor base rate, including any adjustment factor
beginning on the first day of such interest period,

needed to make such substitute or successor base rate
and in a Representative Amount.
comparable to the LIBOR base rate, in a manner that is

consistent with industry-accepted practices for such
If no quotation is provided as described above, then
substitute or successor base rate. Unless the calculation
the calculation agent, after consulting such sources
agent uses a substitute or successor base rate as so
as it deems comparable to any of the foregoing
provided, the following will apply:
quotations or display page, or any such source as it

deems reasonable from which to estimate LIBOR or

any of the foregoing lending rates, shall determine
If the rate described above does not so appear on
LIBOR for the second London business day
the Reuters screen LIBOR01 (or any successor or
immediately preceding the first day of such interest
replacement page), then LIBOR will be determined
period in its sole discretion.
on the basis of the rates, at approximately 11:00
A.M., London time, on the second London
The calculation agent's determination of any interest rate, and
business day immediately preceding the first day of
its calculation of the amount of interest for any interest period,
such interest period, at which deposits of the
will be on file at our principal offices, will be made available to
following kind are offered to prime banks in the
any noteholder upon request and will be final and binding in the
London interbank market by four major banks in
absence of manifest error.

that market selected by the calculation agent:
In this subsection, we use several terms that have special
three-month deposits in U.S. dollars, beginning on
meanings relevant to calculating LIBOR. We define these terms
the first day of such interest period, and in a
as follows:
Representative Amount. The calculation agent will
request the principal London office of each of
The term ``Representative Amount'' means an amount that, in
these banks to provide a quotation of its rate. If at
the calculation agent's judgment, is representative of a single
least two quotations are provided, LIBOR for the
transaction in the relevant market at the relevant time.
second London business day immediately
The term "Reuters screen" means the display on the
preceding the first day of such interest period will
Thomson Reuters Eikon service, or any successor or
be the arithmetic mean of the quotations.
replacement service.

If fewer than two of the requested quotations
Addit iona l Conside ra t ions Re la t ing t o LI BOR
described above are provided, LIBOR for the
second London business day immediately
U.K. Regulators Will No Longer Persuade or Compel Banks

preceding the first day of such interest period will
to Submit Rates for Calculation of LIBOR After 2021;
be the arithmetic mean of the rates for loans of the
Interest Rate Benchmark May Be Discontinued.
following kind to leading European banks quoted,
at
On July 27, 2017, the Chief Executive of the U.K. Financial
Conduct Authority (FCA), which

PS-3
regulates LIBOR, announced that the FCA will no longer
perform differently than in the past, or to disappear entirely, or
persuade or compel banks to submit rates for the calculation of
have other consequences which cannot be predicted. Any such
LIBOR (which includes the three-month USD LIBOR rate) after
consequence could have a material adverse effect on your
2021. Such announcement indicates that the continuation of
notes. Any of the international, national or other proposals for
LIBOR on the current basis cannot and will not be guaranteed
reform or the general increased regulatory scrutiny of
after 2021. Notwithstanding the foregoing, it appears highly
"benchmarks" could increase the costs and risks of
likely that LIBOR will be discontinued or modified by 2021. It is
administering or otherwise participating in the setting of a
not possible to predict the effect that this announcement or
"benchmark" and complying with any such regulations or
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FLOATING RATE NOTES PRICING SUPPLEMENT DATED MAY 14, 2018
any such discontinuance will have on the three-month USD
requirements. Such factors may have the effect of discouraging
LIBOR rate or your notes. If the calculation agent determines
market participants from continuing to administer or contribute to
on the relevant interest determination date that the LIBOR
certain "benchmarks", trigger changes in the rules or
base rate has been discontinued, then the calculation agent
methodologies used in certain "benchmarks" or lead to the
will use a substitute or successor base rate that it has
disappearance of certain "benchmarks". The disappearance of a
determined in its sole discretion is most comparable to the
"benchmark" or changes in the manner of administration of a
LIBOR base rate, provided that if the calculation agent
"benchmark" could result in discretionary valuation by the
determines there is an industry-accepted successor base rate,
calculation agent or other consequence in relation to your notes.
then the calculation agent shall use such successor base rate.
Any such consequence could have a material adverse effect on
If the calculation agent has determined a substitute or
the value of and return on your notes.
successor base rate in accordance with the foregoing, the
Da y Count Conve nt ion
calculation agent in its sole discretion may determine the
business day convention, the definition of business day and
As further described under "Description of Debt Securities
the interest determination date to be used and any other
We May Offer -- Calculations of Interest on Debt Securities --
relevant methodology for calculating such substitute or
Interest Rates and Interest" in the accompanying prospectus, for
successor base rate, including any adjustment factor needed
each interest period the amount of accrued interest will be
to make such substitute or successor base rate comparable to
calculated by multiplying the principal amount of the note by an
the LIBOR base rate, in a manner that is consistent with
accrued interest factor for the interest period. The accrued
industry-accepted practices for such substitute or successor
interest factor will be determined by multiplying the per annum
base rate. See "Determination of Interest Rate" on page PS-2.
interest rate by a factor resulting from the specified day count
convention.
Regulation and Reform of Interest Rate, Equity and Other
"Benchmarks", Including LIBOR, May Cause such
The day count convention is Actual/360 (ISDA), and the
"Benchmarks" to Perform Differently Than in the Past, to
factor is the actual number of days in the interest period divided
Disappear Entirely or to Have Other Consequences Which
by 360, as described in Section 4.16(e) of the 2006 ISDA
Cannot be Predicted.
Definitions published by the International Swaps and Derivatives
Association, without regard to any subsequent amendments or
LIBOR and other interest rate, equity, foreign exchange rate
supplements.
and other types of indices which are deemed to be
"benchmarks" are the subject of recent international, national
T he Ca lc ula t ion Age nt Will H a ve t he Aut horit y t o
and other regulatory guidance and proposals for reform. Some
M a k e De t e rm ina t ions T ha t Could Affe c t t he M a rk e t
of these reforms are already effective while others are still to
V a lue of Y our N ot e s
be implemented. These reforms may cause such
We have appointed Goldman Sachs & Co. LLC as the
"benchmarks" to
calculation agent for the notes. As

PS-4
calculation agent for your notes, Goldman Sachs & Co. LLC
Addit iona l I nform a t ion Re ga rding T e rm s of t he N ot e s
will make determinations with respect to the notes as specified
in this pricing supplement, the accompanying prospectus
To fully understand the terms of your notes, you should read
supplement and the accompanying prospectus each dated
the Actual/360 (ISDA) day count convention appearing under
July 10, 2017 and may have discretion in calculating the
"Description of Debt Securities We May Offer -- Calculations of
amounts payable in respect of the notes. If Goldman Sachs &
Interest on Debt Securities -- Interest Rates and Interest" in the
Co. LLC determines that the LIBOR base rate has been
accompanying prospectus, the descriptions of New York
discontinued, it will use a substitute or successor base rate
business day and London business day appearing under
that it has determined in its sole discretion is most comparable
"Description of Debt Securities We May Offer -- Calculations of
to the LIBOR base rate and may also determine the business
Interest on Debt Securities -- Interest Payment Dates --
day convention, the definition of business day and the interest
Business Days" in the accompanying prospectus, the
determination date to be used and any other relevant
description of the modified following business day convention
methodology for calculating such substitute or successor base
appearing under "Description of Debt Securities We May Offer
rate, including any adjustment factor needed to make such
-- Calculations of Interest on Debt Securities -- Interest
substitute or successor base rate comparable to the LIBOR
Payment Dates -- Business Day Conventions" in the
base rate, in a manner that is consistent with industry
accompanying prospectus and the description of the indenture
accepted practices for such substitute or successor base rate.
governing your notes appearing under "Description of Notes We
The exercise of this discretion by Goldman Sachs & Co. LLC
May Offer -- Information About Our Medium-Term Notes,
could adversely affect the value of your notes and may present
Series N Program -- The Notes Will Be Issued Under the 2008
Goldman Sachs & Co. LLC with a conflict of interest. We may
Indenture" in the accompanying prospectus supplement. These
change the calculation agent at any time without notice, and
descriptions, together with the terms set forth on the cover page
Goldman Sachs & Co. LLC may resign as calculation agent at
of this pricing supplement, the terms appearing or referenced on
any time upon 60 days' written notice to The Goldman Sachs
page PS-2, the terms under "Determination of Interest Rate"
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FLOATING RATE NOTES PRICING SUPPLEMENT DATED MAY 14, 2018
Group, Inc.
and the terms under "Day Count Convention", are terms of your
notes and will be incorporated into the master global note that
represents your notes.

PS-5
SU PPLEM EN T AL PLAN OF DI ST RI BU T I ON

The Goldman Sachs Group, Inc. and the underwriters for
the other selling terms. The offering of the notes by the
this offering named below have entered into a terms
underwriters is subject to receipt and acceptance and subject to
agreement and a distribution agreement with respect to the
the underwriters' right to reject any order in whole or in part.
notes. Subject to certain conditions, each underwriter has
The underwriters intend to offer the notes for sale in the
agreed to purchase the principal amount of notes indicated in
United States either directly or through affiliates or other dealers
the following table.
acting as selling agents. The underwriters may also offer the

Principal
notes for sale outside the United States either directly or
Amount
Underwriters
through affiliates or other dealers acting as selling agents. This

of Notes

Goldman Sachs & Co. LLC
pricing supplement may be used by the underwriters and other

$1,440,000,000
Academy Securities, Inc.
dealers in connection with offers and sales of notes made in the

7,500,000
Apto Partners, LLC
United States, as well as offers and sales in the United States

7,500,000
CastleOak Securities, L.P.
of notes initially sold outside the United States. The notes have

7,500,000
Drexel Hamilton, LLC
not been, and will not be, registered under the Securities Act of

7,500,000
Mischler Financial Group, Inc.
1933 for the purpose of offers or sales outside the United

7,500,000
Samuel A. Ramirez & Company, Inc.
States.

7,500,000
Telsey Advisory Group LLC

7,500,000
The notes are a new issue of securities with no established
The Williams Capital Group, L.P.

7,500,000
trading market. We have been advised by Goldman Sachs &

Total

$1,500,000,000
Co. LLC that it intends to make a market in the notes. Other
The underwriters are committed to take and pay for all of
affiliates of The Goldman Sachs Group, Inc. may also do so.
the notes being offered, if any are taken.
Neither Goldman Sachs & Co. LLC nor any other affiliate,
however, is obligated to do so and any of them may discontinue
The following table shows the per $1,000 principal amount
marketmaking at any time without notice. No assurance can be
of notes and total underwriting discounts and commissions to
given as to the liquidity or the trading market for the notes.
be paid to the underwriters by us.

Please note that the information about the original issue
Per $1,000 note

$
4.00
date, original issue price and net proceeds to The Goldman
Total

$6,000,000
Sachs Group, Inc. on the front cover page relates only to the
initial sale of the notes. If you have purchased a note in a
Notes sold by the underwriters to the public will initially be
market-making transaction after the initial sale, information
offered at the original issue price set forth on the cover of this
about the price and date of sale to you will be provided in a
pricing supplement. The underwriters intend to purchase the
separate confirmation of sale.
notes from The Goldman Sachs Group, Inc. at a purchase
price equal to the original issue price less a discount of
It is expected that delivery of the notes will be made
0.400% of the principal amount of the notes. Any notes sold by
against payment therefor on May 17, 2018, which is the third
the underwriters to securities dealers may be sold at a
New York business day following May 14, 2018 (the trade date
discount from the original issue price of up to 0.240% of the
for the notes). Under Rule 15c6-1 promulgated under the
principal amount of the notes. Any such securities dealers may
Securities Exchange Act of 1934, trades in the secondary
resell any notes purchased from the underwriters to certain
market generally are required to settle in two business days,
other brokers or dealers at a discount from the original issue
unless the parties to
price of up to 0.125% of the principal amount of the notes. If
all of the offered notes are not sold at the original issue price,
the underwriters may change the offering price and

PS-6
any such trade expressly agree otherwise. Accordingly,
(b) the expression an "offer" includes the communication
purchasers who wish to trade notes on any date prior to the
in any form and by any means of sufficient information
second business day before delivery will be required, by virtue

on the terms of the offer and the notes to be offered
of the fact that the notes initially will settle on the third
so as to enable an investor to decide to purchase or
business day following the day of pricing ("T+3"), to specify an
subscribe for the notes.
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FLOATING RATE NOTES PRICING SUPPLEMENT DATED MAY 14, 2018
alternate settlement cycle at the time of any such trade to
In relation to each Member State of the European Economic
prevent a failed settlement and should consult their own
Area which has implemented the Prospectus Directive (each, a
advisor.
"Relevant Member State"), each underwriter has represented
Each underwriter has represented and agreed that it will not
and agreed that with effect from and including the date on
offer or sell the notes in the United States or to United States
which the Prospectus Directive is implemented in that Relevant
persons except if such offers or sales are made by or through
Member State (the "Relevant Implementation Date") it has not
Financial Industry Regulatory Authority ("FINRA"), Inc. member
made and will not make an offer of notes which are the subject
broker-dealers, as permitted by FINRA regulations.
of the offering contemplated by this pricing supplement to the
public in that Relevant Member State except that, with effect
The notes may not be offered, sold or otherwise made
from and including the Relevant Implementation Date, an offer
available to any retail investor in the European Economic
of such notes may be made to the public in that Relevant
Area. Consequently no key information document required by
Member State:
Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for

offering or selling the notes or otherwise making them available
(a) at any time to any legal entity which is a qualified

to retail investors in the EEA has been prepared and therefore
investor as defined in the Prospectus Directive;
offering or selling the notes or otherwise making them available

to any retail investor in the EEA may be unlawful under the
(b) at any time to fewer than 150 natural or legal persons
PRIIPS Regulation. For the purposes of this provision:
(other than qualified investors as defined in the

Prospectus Directive), subject to obtaining the prior
(a) the expression "retail investor" means a person who
consent of the relevant Dealer or Dealers nominated

is one (or more) of the following:
by the issuer for any such offer; or

(i)
a retail client as defined in point (11) of Article
(c) at any time in any other circumstances falling within

4(1) of Directive 2014/65/EU (as amended,
Article 3(2) of the Prospectus Directive,
"MiFID II"); or

provided that no such offer of notes referred to above shall
(ii) a customer within the meaning of Directive
require the issuer or any underwriter to publish a prospectus
2002/92/EC (as amended, the "Insurance
pursuant to Article 3 of the Prospectus Directive.

Mediation Directive"), where that customer would
For the purposes of this provision, the expression an "offer of
not qualify as a professional client as defined in
notes to the public" in relation to any notes in any Relevant
point (10) of Article 4(1) of MiFID II; or
Member State means the communication in any form and by

(iii) not a qualified investor as defined in Directive
any means of sufficient information on the terms of the offer

2003/71/EC (as amended, the "Prospectus
and the notes to be offered so as to enable an investor to
Directive"); and
decide to purchase or subscribe the notes, as the same may be

PS-7
varied in that Member State by any measure implementing the
side Hong Kong or only to "professional investors" as defined in
Prospectus Directive in that Member State, the expression
the Securities and Futures Ordinance and any rules made
"Prospectus Directive" means Directive 2003/71/EC (as
thereunder.
amended, including by Directive 2010/73/EU), and includes any
This pricing supplement, the accompanying prospectus
relevant implementing measure in the Relevant Member State.
supplement and the accompanying prospectus have not been
Each underwriter has represented and agreed that:
registered as a prospectus with the Monetary Authority of

Singapore. Accordingly, this pricing supplement, the
(a) it has only communicated or caused to be
accompanying prospectus supplement, the accompanying
communicated and will only communicate or cause to
prospectus and any other document or material in connection
be communicated an invitation or inducement to
with the offer or sale, or invitation for subscription or purchase,
engage in investment activity (within the meaning of
of the notes may not be circulated or distributed, nor may the

Section 21 of the Financial Services and Markets Act
notes be offered or sold, or be made the subject of an invitation
2000 ("FSMA")) received by it in connection with the
for subscription or purchase, whether directly or indirectly, to
issue or sale of the notes in circumstances in which
persons in Singapore other than (i) to an institutional investor
Section 21(1) of the FSMA does not apply to The
(as defined in Section 4A of the Securities and Futures Act,
Goldman Sachs Group, Inc.; and
Chapter 289 of Singapore (the "SFA")) under Section 274 of the

(b) it has complied and will comply with all applicable
SFA, (ii) to a relevant person (as defined in Section 275(2) of
provisions of the FSMA with respect to anything done
the SFA) pursuant to Section 275(1) of the SFA, or any person

by it in relation to the notes in, from or otherwise
pursuant to Section 275(1A) of the SFA, and in accordance with
involving the United Kingdom.
the conditions specified in Section 275 of the SFA or
(iii) otherwise pursuant to, and in accordance with the
The notes may not be offered or sold in Hong Kong by
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FLOATING RATE NOTES PRICING SUPPLEMENT DATED MAY 14, 2018
conditions of, any other applicable provision of the SFA, in each
means of any document other than (i) to "professional
case subject to conditions set forth in the SFA.
investors" as defined in the Securities and Futures Ordinance
(Cap. 571 of the Laws of Hong Kong) and any rules made
Where the notes are subscribed or purchased under
thereunder, or (ii) in other circumstances which do not result in
Section 275 of the SFA by a relevant person which is a
the document being a "prospectus" as defined in the
corporation (which is not an accredited investor (as defined in
Companies (Winding Up and Miscellaneous Provisions)
Section 4A of the SFA)) the sole business of which is to hold
Ordinance (Cap. 32 of the Laws of Hong Kong) or which do
investments and the entire share capital of which is owned by
not constitute an offer to the public within the meaning of that
one or more individuals, each of whom is an accredited
Ordinance; and no advertisement, invitation or document
investor, the securities (as defined in Section 239(1) of the
relating to the notes may be issued or may be in the
SFA) of that corporation shall not be transferable for six months
possession of any person for the purpose of issue (in each
after that corporation has acquired the notes under Section 275
case whether in Hong Kong or elsewhere), which is directed
of the SFA except: (1) to an institutional investor under
at, or the contents of which are likely to be accessed or read
Section 274 of the SFA or to a relevant person (as defined in
by, the public in Hong Kong (except if permitted to do so
Section 275(2) of the SFA), (2) where such transfer arises from
under the securities laws of Hong Kong) other than with
an offer in that corporation's securities pursuant to
respect to notes which are or are intended to be disposed of
Section 275(1A) of the SFA, (3) where no consideration is or
only to persons out-
will be given for the transfer, (4) where the transfer is by
operation of law, (5) as specified in Section 276(7) of the SFA,
or (6) as specified in

PS-8
Regulation 32 of the Securities and Futures (Offers of
clients, as defined in National Instrument 31-103 Registration
Investments) (Shares and Debentures) Regulations 2005 of
Requirements, Exemptions and Ongoing Registrant Obligations.
Singapore ("Regulation 32").
Any resale of the notes must be made in accordance with an
exemption from, or in a transaction not subject to, the
Where the notes are subscribed or purchased under
prospectus requirements of applicable securities laws.
Section 275 of the SFA by a relevant person which is a trust
(where the trustee is not an accredited investor (as defined in
Securities legislation in certain provinces or territories of
Section 4A of the SFA)) whose sole purpose is to hold
Canada may provide a purchaser with remedies for rescission
investments and each beneficiary of the trust is an accredited
or damages if this pricing supplement, the accompanying
investor, the beneficiaries' rights and interest (howsoever
prospectus supplement and the accompanying prospectus
described) in that trust shall not be transferable for six months
(including any amendment thereto) contains a
after that trust has acquired the notes under Section 275 of the
misrepresentation, provided that the remedies for rescission or
SFA except: (1) to an institutional investor under Section 274
damages are exercised by the purchaser within the time limit
of the SFA or to a relevant person (as defined in
prescribed by the securities legislation of the purchaser's
Section 275(2) of the SFA), (2) where such transfer arises
province or territory. The purchaser should refer to any
from an offer that is made on terms that such rights or interest
applicable provisions of the securities legislation of the
are acquired at a consideration of not less than S$200,000 (or
purchaser's province or territory for particulars of these rights or
its equivalent in a foreign currency) for each transaction
consult with a legal advisor.
(whether such amount is to be paid for in cash or by exchange
Pursuant to section 3A.3 of National Instrument 33-105
of securities or other assets), (3) where no consideration is or
Underwriting Conflicts (NI 33-105), the underwriters are not
will be given for the transfer, (4) where the transfer is by
required to comply with the disclosure requirements of NI
operation of law, (5) as specified in Section 276(7) of the SFA,
33-105 regarding underwriter conflicts of interest in connection
or (6) as specified in Regulation 32.
with this offering.
The notes have not been and will not be registered under
The notes are not offered, sold or advertised, directly or
the Financial Instruments and Exchange Act of Japan (Act
indirectly, in, into or from Switzerland on the basis of a public
No. 25 of 1948, as amended), or the FIEA. The notes may not
offering and will not be listed on the SIX Swiss Exchange or any
be offered or sold, directly or indirectly, in Japan or to or for
other offering or regulated trading facility in Switzerland.
the benefit of any resident of Japan (including any person
Accordingly, neither this pricing supplement, the accompanying
resident in Japan or any corporation or other entity organized
prospectus supplement nor any accompanying prospectus or
under the laws of Japan) or to others for reoffering or resale,
other marketing material constitute a prospectus as defined in
directly or indirectly, in Japan or to or for the benefit of any
article 652a or article 1156 of the Swiss Code of Obligations or
resident of Japan, except pursuant to an exemption from the
a listing prospectus as defined in article 32 of the Listing Rules
registration requirements of the FIEA and otherwise in
of the SIX Swiss Exchange or any other regulated trading facility
compliance with any relevant laws and regulations of Japan.
in Switzerland. Any resales of the notes by the underwriters
The notes may be sold in Canada only to purchasers
thereof may only be undertaken on a private basis to selected
purchasing, or deemed to be purchasing, as principal that are
individual investors in compliance with Swiss law. This pricing
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FLOATING RATE NOTES PRICING SUPPLEMENT DATED MAY 14, 2018
accredited investors, as defined in National Instrument 45-106
supplement, the accompanying prospectus supplement and
Prospectus Exemptions or subsection 73.3(1) of the Securities
accompanying prospectus may not be copied, reproduced,
Act (Ontario), and are permitted
distributed or passed on to others or otherwise made available
in Switzerland with-

PS-9
out our prior written consent. By accepting this pricing
Goldman Sachs & Co. LLC is an affiliate of The Goldman
supplement, accompanying prospectus supplement and
Sachs Group, Inc. and, as such, has a "conflict of interest" in
accompanying prospectus or by subscribing to the notes,
this offering of the notes within the meaning of FINRA Rule
investors are deemed to have acknowledged and agreed to
5121. Consequently, this offering is being conducted in
abide by these restrictions. Investors are advised to consult
compliance with the provisions of Rule 5121. Goldman Sachs &
with their financial, legal or tax advisers before investing in the
Co. LLC is not permitted to sell securities in this offering to an
notes.
account over which it exercises discretionary authority without
the prior specific written approval of the account holder.
The Goldman Sachs Group, Inc. estimates that its share of
the total offering expenses, excluding underwriting discounts
In the ordinary course of their various business activities, the
and commissions paid to the underwriters, will be
underwriters and their respective affiliates may make or hold a
approximately $230,000.
broad array of investments and actively trade debt and equity
securities (or related derivative securities) and financial
The Goldman Sachs Group, Inc. has agreed to indemnify
instruments (including bank loans) for their own account and for
the several underwriters against certain liabilities, including
the accounts of their customers and such investment and
liabilities under the Securities Act of 1933.
securities activities may involve securities and/or instruments of
the issuer. The underwriters and their respective affiliates may
Conflic t s of I nt e re st
also make investment recommendations and/or publish or
The underwriters and their respective affiliates are full
express independent research views in respect of such
service financial institutions engaged in various activities,
securities or instruments and may at any time hold, or
which may include securities trading, commercial and
recommend to clients that they acquire, long and/or short
investment banking, financial advisory, investment
positions in such securities and instruments. Such investment
management, investment research, principal investment,
and securities activities may involve securities and instruments
hedging, financing and brokerage activities. Certain of the
of The Goldman Sachs Group, Inc.
underwriters and their respective affiliates have, from time to
time, performed, and may in the future perform, various
financial advisory and investment banking services for The
Goldman Sachs Group, Inc. or its affiliates, for which they
received or will receive customary fees and expenses.

PS-10

We have not authorized anyone to provide any information or to make any
representations other than those contained or incorporated by reference in this
pricing supplement, 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 provide.
$ 1 ,5 0 0 ,0 0 0 ,0 0 0
This pricing supplement, the accompanying prospectus supplement and the
accompanying prospectus is an offer to sell only the notes offered hereby, but
only under circumstances and in jurisdictions where it is lawful to do so. The
information contained in this pricing supplement, the accompanying prospectus
T he Goldm a n Sa c hs Group,
supplement and the accompanying prospectus is current only as of the respective
dates of such documents.

I nc .

TABLE OF CONTENTS
Pricing Supplement
Floating Rate Notes due 2026

Page
Supplemental Plan of Distribution
PS-6
Conflicts of Interest
PS-10
Prospectus Supplement dated July 10, 2017

Page
Use of Proceeds

S-2
Description of Notes We May Offer
Medium-Term Notes, Series N

S-3
Considerations Relating to Indexed Notes
S-20
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FLOATING RATE NOTES PRICING SUPPLEMENT DATED MAY 14, 2018
United States Taxation
S-23
Employee Retirement Income Security Act
S-24
Supplemental Plan of Distribution
S-25
Validity of the Notes
S-27
Prospectus dated July 10, 2017

Page

Available Information

2
Prospectus Summary

4
Risks Relating to Regulatory Resolution Strategies and
Long-Term Debt Requirements

8
Use of Proceeds

13
Description of Debt Securities We May Offer

14

Description of Warrants We May Offer

45
Description of Purchase Contracts We May Offer

61

Description of Units We May Offer

66
Description of Preferred Stock We May Offer

71
Description of Capital Stock of The Goldman Sachs Group,
Inc

79
Legal Ownership and Book-Entry Issuance

84
Considerations Relating to Floating Rate Securities

89
Considerations Relating to Indexed Securities

90
Considerations Relating to Securities Denominated or Payable
in or Linked to a Non-U.S. Dollar Currency

91

United States Taxation

94

Plan of Distribution

116
Conflicts of Interest

118
Employee Retirement Income Security Act

119
Validity of the Securities

120
Experts

120
Review of Unaudited Condensed Consolidated Financial
Goldm a n Sa c hs & Co. LLC
Statements by Independent Registered Public Accounting
Firm

121
Ac a de m y Se c urit ie s, I nc .
Cautionary Statement Pursuant to the Private Securities
Apt o Pa rt ne rs, LLC
Litigation Reform Act of 1995

121

Ca st le Oa k Se c urit ie s, L.P.
Dre x e l H a m ilt on
M isc hle r Fina nc ia l Group, I nc .
Ra m ire z & Co., I nc .
T e lse y Advisory Group
T he Willia m s Ca pit a l Group, L.P.

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Document Outline

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