Obligation Goldman Sachs 3.5% ( US38150A6X88 ) en USD

Goldman Sachs

100 % ⇌

Etas-Unis

US38150A6X88 ( en USD )

3.5% par an ( paiement semestriel )

25/05/2025

Prospectus brochure de l'obligation Goldman Sachs US38150A6X88 en USD 3.5%, échéance 25/05/2025

1 000 USD

3 000 000 USD

38150A6X8

N/A

25/05/2025 ( Dans 91 jours )

Goldman Sachs est une banque d'investissement multinationale américaine offrant des services financiers tels que la banque d'investissement, la gestion d'actifs, la gestion de patrimoine et la vente et négociation de titres.

L'Obligation émise par Goldman Sachs ( Etas-Unis ) , en USD, avec le code ISIN US38150A6X88, paye un coupon de 3.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 25/05/2025

Pricing Supplement No. 123 dated May 23, 2018
424B2 1 d593060d424b2.htm PRICING SUPPLEMENT NO. 123 DATED MAY 23, 2018
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-219206

$ 3 ,0 0 0 ,0 0 0

T he Goldm a n Sa c hs Group, I nc .

Callable Step-Up Fixed Rate Notes due 2025

We will pay you interest semi-annually on your notes at a rate of 3.50% per annum from and including May 25, 2018 to but excluding
November 25, 2021. We will pay you interest semi-annually on your notes at a rate of 5.00% per annum from and including November 25,
2021 to but excluding May 25, 2024. We will pay you interest semi-annually on your notes at a rate of 6.00% per annum from and
including May 25, 2024 to but excluding the stated maturity date (May 25, 2025). Interest will be paid on each May 25 and November 25.
The first such payment will be made on November 25, 2018.
I n a ddit ion, w e m a y re de e m t he not e s a t our opt ion, in w hole but not in pa rt , on e a c h Fe brua ry 2 5 , M a y 2 5 ,
August 2 5 a nd N ove m be r 2 5 on or a ft e r M a y 2 5 , 2 0 1 9 , upon a t le a st five busine ss da ys' prior not ic e , a t a
re de m pt ion pric e e qua l t o 1 0 0 % of t he out st a nding princ ipa l a m ount plus a c c rue d a nd unpa id int e re st t o but
e x c luding t he re de m pt ion da t e . Alt hough t he int e re st ra t e w ill st e p up during t he life of your not e s, you m a y not
be ne fit from suc h inc re a se in t he int e re st ra t e if your not e s a re re de e m e d prior t o t he st a t e d m a t urit y da t e .

Per Note
Total
Initial price to public

100%
$3,000,000
Underwriting discount

1.383%
$41,490
Proceeds, before expenses, to The Goldman Sachs Group, Inc.

98.617%
$2,958,510

The initial price to public set forth above does not include accrued interest, if any. Interest on the notes will accrue from May 25,
2018 and must be paid by the purchaser if the notes are delivered after May 25, 2018. In addition to offers and sales at the initial price to
public, the underwriters may offer the notes from time to time for sale in one or more transactions at market prices prevailing at the time of
sale, at prices related to market prices or at negotiated prices.
The return (whether positive or negative) on your investment in notes will depend in part on the issue price you pay for such notes.
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 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 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 prospectus in the initial sale of the notes. In addition, Goldman Sachs & Co. LLC or any other affiliate
of Goldman Sachs may use this 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 prospectus is being used in a market-making transaction.

Goldm a n Sa c hs & Co. LLC
I nc a pit a l LLC

Pricing Supplement No. 123 dated May 23, 2018.
Table of Contents
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Pricing Supplement No. 123 dated May 23, 2018
About Y our Prospe c t us
The notes are part of the Medium-Term Notes, Series N program of The Goldman Sachs Group, Inc. This prospectus includes this
pricing supplement and the accompanying documents listed below. This pricing supplement constitutes a supplement to the documents
listed below and should be read in conjunction with such documents:

· Prospectus supplement dated July 10, 2017

· Prospectus dated July 10, 2017
The information in this pricing supplement supersedes any conflicting information in the documents listed above. In addition, some of
the terms or features described in the listed documents may not apply to your notes.

PS-2
Table of Contents
SPECI FI C T ERM S OF T H E N OT ES

Please note that in this section entitled "Specific Terms of the Notes", references to "The Goldman Sachs Group, Inc.", "we",
"our" and "us" mean only The Goldman Sachs Group, Inc. and do not include any of its subsidiaries or affiliates. Also, in this
section, references to "holders" mean The Depository Trust Company (DTC) or its nominee and not indirect owners who own
beneficial interests in notes through participants in DTC. Please review the special considerations that apply to indirect
owners in the accompanying prospectus, under "Legal Ownership and Book-Entry Issuance".
This pricing supplement no. 123 dated May 23, 2018 (pricing supplement) and the accompanying prospectus dated July 10, 2017
(accompanying prospectus), relating to the notes, should be read together. Because the notes are part of a series of our debt securities
called Medium-Term Notes, Series N, this pricing supplement and the accompanying prospectus should also be read with the
accompanying prospectus supplement, dated July 10, 2017 (accompanying prospectus supplement). Terms used but not defined in this
pricing supplement have the meanings given to them in the accompanying prospectus or accompanying prospectus supplement, unless
the context requires otherwise.
The notes are part of a separate series of our debt securities under our Medium-Term Notes, Series N program governed by our
Senior Debt Indenture, dated as of July 16, 2008, as amended, between us and The Bank of New York Mellon, as trustee. This pricing
supplement summarizes specific terms that will apply to your notes. The terms of the notes described here supplement those described in
the accompanying prospectus supplement and accompanying prospectus and, if the terms described here are inconsistent with those
described there, the terms described here are controlling.
T e rm s of t he Ca lla ble St e p-U p Fix e d Ra t e N ot e s due 2 0 2 5

I ssue r: The Goldman Sachs Group, Inc.
each year, commencing on November 25, 2018 and ending on the
stated maturity date
Princ ipa l a m ount : $3,000,000
Re gula r re c ord da t e s: for interest due on an interest payment
Spe c ifie d c urre nc y: U.S. dollars ($)
date, the day immediately prior to the day on which payment is to
T ype of N ot e s: Fixed rate notes (notes)
be made (as such payment day may be adjusted under the
applicable business day convention specified below)
De nom ina t ions: $1,000 and integral multiples of $1,000 in
excess thereof
Da y c ount c onve nt ion: 30/360 (ISDA), as further discussed
under "Additional Information About the Notes -- Day Count
T ra de da t e : May 23, 2018
Convention" on page PS-5 of this pricing supplement
Origina l issue da t e : May 25, 2018
Busine ss da y: New York
St a t e d m a t urit y da t e : May 25, 2025
Busine ss da y c onve nt ion: following unadjusted
I nt e re st ra t e : 3.50% per annum from and including May 25,
Re de m pt ion a t opt ion of issue r be fore st a t e d m a t urit y:
2018 to but excluding November 25, 2021; 5.00% per annum from
We may redeem the notes at our option, in whole but not in part,
and including November 25, 2021 to but excluding May 25, 2024;
on each February 25, May 25, August 25 and November 25 on or
6.00% per annum from and including May 25, 2024 to but
after May 25, 2019, upon at least five business days' prior notice,
excluding May 25, 2025
at a redemption price equal to 100% of the outstanding principal
Supple m e nt a l disc ussion of U .S. fe de ra l inc om e t a x
amount plus accrued and unpaid interest to but excluding the
c onse que nc e s: Subject to the discussion set forth in the
redemption date
section referenced below regarding short-term debt securities, it is
Lim it e d e ve nt s of de fa ult : The only events of default for the
the opinion of Sidley Austin LLP that interest on a note will be
notes are (i) interest or principal payment defaults that continue for
taxable to a U.S. holder as ordinary interest income at the time it
30 days and (ii) certain insolvency events. No other breach or
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Pricing Supplement No. 123 dated May 23, 2018
accrues or is received in accordance with the U.S. holder's
default under our senior debt indenture or the notes will result in an
normal method of accounting for tax purposes (regardless of
event of default for the notes or permit the trustee or holders to
whether we call the notes). Upon the disposition of a note by sale,
accelerate the maturity of any debt securities that is, they will not
exchange, redemption or retirement (i.e., if we exercise our right
be entitled to declare the principal amount of any notes to be
to call the notes or otherwise) or other disposition, a U.S. holder
immediately due and payable. See "Risks Relating to Regulatory
will generally recognize capital gain or loss equal to the difference,
Resolution Strategies and Long-Term Debt Requirements" and
if any, between (i) the amount realized on the disposition (other
"Description of Debt Securities We May Offer -- Default, Remedies
than amounts attributable to accrued but unpaid interest, which
and Waiver of Default -- Securities Issued on or After January 1,
would be treated as such) and (ii) the U.S. holder's adjusted tax
2017 under the 2008 Indenture" in the accompanying prospectus
basis in the note.
for further details.
I nt e re st pa ym e nt da t e s: May 25 and November 25 of
List ing: None

PS-3
Table of Contents
ERI SA: as described under "Employee Retirement Income
FDI C: The notes are not bank deposits and are not insured by the
Security Act" on page 119 of the accompanying prospectus
Federal Deposit Insurance Corporation or any other governmental
agency, nor are they obligations of, or guaranteed by, a bank
CU SI P no.: 38150A6X8
Ca lc ula t ion Age nt : Goldman Sachs & Co. LLC
I SI N no.: US38150A6X88
Fore ign Ac c ount T a x Com plia nc e Ac t (FAT CA)
Form of not e s: Your notes will be issued in book-entry form
Wit hholding M a y Apply t o Pa ym e nt s on Y our N ot e s,
and represented by a master global note. You should read the
I nc luding a s a Re sult of t he Fa ilure of t he Ba nk or
section "Legal Ownership and Book- Entry Issuance" in the
Brok e r T hrough Whic h Y ou H old t he N ot e s t o Provide
accompanying prospectus for more information about notes issued
I nform a t ion t o T a x Aut horit ie s:
in book-entry form
Please see the discussion under "United States Taxation --
De fe a sa nc e a pplie s a s follow s:
Taxation of Debt Securities -- Foreign Account Tax Compliance Act

·
full defeasance -- i.e., our right to be relieved of all our
(FATCA) Withholding" in the accompanying prospectus for a

obligations on the note by placing funds in trust for the
description of the applicability of FATCA to payments made on your
holder: yes
notes.

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

specified provisions of the note by placing funds in trust for
the holder: yes

PS-4
Table of Contents
ADDI T I ON AL I N FORM AT I ON ABOU T T H E N OT ES
Book-Entry System
We will issue the notes as a master global note registered in the name of DTC, or its nominee. The sale of the notes will settle in
immediately available funds through DTC. You will not be permitted to withdraw the notes from DTC except in the limited situations
described in the accompanying prospectus under "Legal Ownership and Book-Entry Issuance -- What Is a Global Security? -- Holder's
Option to Obtain a Non-Global Security; Special Situations When a Global Security Will Be Terminated". Investors may hold interests in a
master global note through organizations that participate, directly or indirectly, in the DTC system.
In addition to this pricing supplement, the following provisions are hereby incorporated into the global master note: the description of
New York business day appearing under "Description of Debt Securities We May Offer Calculations of Interest on Debt Securities
Business Days" in the accompanying prospectus, the description of the following unadjusted business day convention appearing under
"Description of Debt Securities We May Offer Calculations of Interest on Debt Securities Business Day Conventions" in the
accompanying prospectus and the section "Description of Debt Securities We May Offer Defeasance and Covenant Defeasance" in the
accompanying prospectus.
Day Count Convention
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Pricing Supplement No. 123 dated May 23, 2018
As further described under "Description of Debt Securities We May Offer Calculations of Interest on Debt Securities Interest
Rates and Interest" in the accompanying prospectus, for each interest period the amount of accrued interest will be calculated by
multiplying the principal amount of the note by an accrued interest factor for the interest period. The accrued interest factor will be
determined by multiplying the per annum interest rate by a factor resulting from the 30/360 (ISDA) day count convention. The factor is the
number of days in the interest period in respect of which payment is being made divided by 360, calculated on a formula basis as follows:

[360 × (Y2 Y1)] + [30 × (M2 M1)] + (D2 D1)

360

w he re :
"Y1" is the year, expressed as a number, in which the first day of the interest period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the last day included in the interest period falls;
"M1" is the calendar month, expressed as a number, in which the first day of the interest period
falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the last day included in the interest
period falls;
"D1" is the first calendar day, expressed as a number, of the interest period, unless such number would be 31, in which case D1 will
be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day included in the interest period, unless such
number would be 31 and D1 is greater than 29, in which case D2 will be 30.
When We Can Redeem the Notes
We will be permitted to redeem the notes at our option before their stated maturity, as described below. The notes will not be entitled
to the benefit of any sinking fund that is, we will not deposit money on a regular basis into any separate custodial account to repay your
note. In addition, you will not be entitled to require us to buy your note from you before its stated maturity.
We will have the right to redeem the notes at our option, in whole but not in part, on each February 25, May 25, August 25 and
November 25 on or after May 25, 2019, at a redemption price equal to 100% of the outstanding principal amount plus accrued and unpaid
interest to but excluding the redemption date. We will provide not less than five business days' prior notice in the manner described under
"Description of Debt Securities We May Offer -- Notices" in the attached prospectus. If the redemption notice is given and funds deposited
as required, then interest will cease to accrue on and after the redemption date on the notes. If any redemption date is not a business
day, we

PS-5
Table of Contents
will pay the redemption price on the next business day without any interest or other payment due to the delay.
What are the Tax Consequences of the Notes
You should carefully consider, among other things, the matters set forth under "United States Taxation" in the accompanying
prospectus supplement and the accompanying prospectus. The following discussion summarizes certain of the material U.S. federal
income tax consequences of the purchase, beneficial ownership, and disposition of each of the notes. This summary supplements the
section "United States Taxation" in the accompanying prospectus supplement and the accompanying prospectus and is subject to the
limitations and exceptions set forth therein.
As of the original issue date, the notes should not be treated as issued with "original issue discount" ("OID") despite the fact that the
interest rate on the notes is scheduled to step-up over the term of the notes because Treasury regulations generally deem an issuer to
exercise a call option in a manner that minimizes the yield on the debt instrument for purposes of determining whether a debt instrument
is issued with OID. The yield on the notes would be minimized if we call the notes immediately before the increase in the interest rate on
November 25, 2021 and therefore the notes should be treated as maturing on such date for OID purposes. This assumption is made
solely for purposes of determining whether the notes are issued with OID for U.S. federal income tax purposes, and is not an indication of
our intention to call or not to call the notes at any time. If we do not call the notes prior to the increase in the interest rate then, solely for
OID purposes, the notes will be deemed to be reissued at their adjusted issue price on November 25, 2021. This deemed issuance should
not give rise to taxable gain or loss to holders. The same analysis would apply to the increase in the interest rate on May 25, 2024. If the
notes are not called on the interest payment date occurring on May 25, 2024, then, because the period between the interest payment date
on May 25, 2024 and the stated maturity date of the notes is one year or less, the notes, upon their deemed reissuance on May 25, 2024,
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Pricing Supplement No. 123 dated May 23, 2018
could be treated as short-term debt securities for OID purposes (but not for purposes of determining the holding period of your notes). For
a discussion of the U.S. federal income tax consequences to a U.S. holder of owning short-term debt securities, please review the section
entitled "United States Taxation--Taxation of Debt Securities--United States Holders--Short-Term Debt Securities" in the accompanying
prospectus.
Under this approach, and subject to the discussion above regarding short-term debt securities, interest on a note will be taxable to a
U.S. holder as ordinary interest income at the time it accrues or is received in accordance with the U.S. holder's normal method of
accounting for tax purposes (regardless of whether we call the notes). Upon the disposition of a note by sale, exchange, redemption or
retirement (i.e., if we exercise our right to call the notes or otherwise) or other disposition, a U.S. holder will generally recognize capital
gain or loss equal to the difference, if any, between (i) the amount realized on the disposition (other than amounts attributable to accrued
but unpaid interest, which would be treated as such) and (ii) the U.S. holder's adjusted tax basis in the note. A U.S. holder's adjusted tax
basis in a note generally will equal the cost of the note (net of accrued interest) to the U.S. holder. The deductibility of capital losses is
subject to significant limitations.
Foreign Account Tax Compliance Act (FATCA) Withholding. Pursuant to Treasury regulations, Foreign Account Tax Compliance Act
(FATCA) withholding (as described in "United States Taxation--Taxation of Debt Securities--Foreign Account Tax Compliance Act
(FATCA) Withholding" in the accompanying prospectus) will generally apply to obligations that are issued on or after July 1, 2014;
therefore, the notes will generally be subject to FATCA withholding. However, according to published guidance, the withholding tax
described above will not apply to payments of gross proceeds from the sale, exchange, redemption or other disposition of the notes made
before January 1, 2019.

PS-6
Table of Contents
SU PPLEM EN T AL PLAN OF DI ST RI BU T I ON
The Goldman Sachs Group, Inc. and the underwriters for this offering named below have entered into a distribution agreement with
respect to the notes. Subject to certain conditions, each underwriter named below has severally agreed to purchase the principal amount
of notes indicated in the following table.

Princ ipa l Am ount
U nde rw rit e rs

of N ot e s

Goldman Sachs & Co. LLC

$
1,500,000
Incapital LLC

$
1,500,000

Total

$
3,000,000

Notes sold by the underwriters to the public will initially be offered at the initial price to public set forth on the cover of this pricing
supplement. The underwriters intend to purchase the notes from The Goldman Sachs Group, Inc. at a purchase price equal to the initial
price to public less a discount of 1.383% of the principal amount of the notes. Any notes sold by the underwriters to securities dealers may
be sold at a discount from the initial price to public of up to 0.983% of the principal amount of the notes. If all of the offered notes are not
sold at the initial price to public, the underwriters may change the offering price and the other selling terms. In addition to offers and sales
at the initial price to public, the underwriters may offer the notes from time to time for sale in one or more transactions at market prices
prevailing at the time of sale, at prices related to market prices or at negotiated prices.
Please note that the information about the initial price to public and net proceeds to The Goldman 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 market-making transaction by Goldman Sachs &
Co. LLC or any other affiliate of The Goldman Sachs Group, Inc. after the initial sale, information about the price and date of sale to you
will be provided in a separate confirmation of sale.
Each underwriter has represented and agreed that it will not offer or sell the notes in the United States or to United States persons
except if such offers or sales are made by or through FINRA member broker-dealers registered with the U.S. Securities and Exchange
Commission.
The Goldman Sachs Group, Inc. estimates that its share of the total offering expenses, excluding underwriting discounts and
commissions, whether paid to Goldman Sachs & Co. LLC or any other underwriter, will be approximately $10,000.
We will deliver the notes against payment therefor in New York, New York on May 25, 2018.
The notes are a new issue of securities with no established trading market. The Goldman Sachs Group, Inc. has been advised by
Goldman Sachs & Co. LLC and Incapital LLC that they may make a market in the notes. Goldman Sachs & Co. LLC and Incapital LLC are
not obligated to do so and may discontinue market-making at any time without notice. No assurance can be given as to the liquidity of the
trading market for the notes.
The Goldman Sachs Group, Inc. has agreed to indemnify the several underwriters against certain liabilities, including liabilities under
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Pricing Supplement No. 123 dated May 23, 2018
the Securities Act of 1933.
Certain of the underwriters and their affiliates have in the past provided, and may in the future from time to time provide, investment
banking and general financing and banking services to The Goldman Sachs Group, Inc. and its affiliates, for which they have in the past
received, and may in the future receive, customary fees. The Goldman Sachs Group, Inc. and its affiliates have in the past provided, and
may in the future from time to time provide, similar services to the underwriters and their affiliates on customary terms and for customary
fees. Goldman Sachs & Co. LLC, one of the underwriters, is an affiliate of The Goldman Sachs Group, Inc. Please see "Plan of
Distribution--Conflicts of Interest" on page 118 of the accompanying prospectus.
From January 1, 2018, any notes which are the subject of the offering contemplated by this pricing supplement, the accompanying
prospectus and the accompanying prospectus supplement may not be offered, sold or otherwise made available to any retail investor in
the European Economic Area. Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs
Regulation") for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPS Regulation. For the purposes of this provision:
(a) the expression "retail investor" means a person who is one (or more) of the following:

PS-7
Table of Contents

(i)
a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or

(ii)
a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"),

where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II;
or

(iii)
not a qualified investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive"); and
(b) the expression an "offer" includes the communication in any form and by any means of sufficient information on the terms
of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes.
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a
"Relevant Member State"), the underwriters represent and agree that with effect from and including the date on which the Prospectus
Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made and will not make an offer
of notes which are the subject of the offering contemplated by this pricing supplement, the accompanying prospectus and the
accompanying prospectus supplement to the public in that Relevant Member State except that, with effect from and including the Relevant
Implementation Date, an offer of such notes may be made to the public in that Relevant Member State:
a) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;
b) at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive),
subject to obtaining the prior consent of the relevant dealer or dealers nominated by the issuer for any such offer; or
c) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of notes referred to above shall require us or any dealer to publish a prospectus pursuant to Article 3 of the
Prospectus Directive.
For the purposes of this provision, the expression an "offer of notes to the public" in relation to any notes in any Relevant Member
State means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be
offered so as to enable an investor to decide to purchase or subscribe for the notes, as the same may be varied in that Member State by
any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive
2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member
State.
Any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the
issue or sale of the notes may only be communicated or caused to be communicated in circumstances in which Section 21(1) of the
FSMA does not apply to The Goldman Sachs Group, Inc.
All applicable provisions of the FSMA must be complied with in respect to anything done by any person in relation to the notes in,
from or otherwise involving the United Kingdom.
The notes may not be offered or sold in Hong Kong by means of any document other than (i) to "professional investors" as defined in
the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) and any rules made thereunder, or (ii) in other circumstances
which do not result in the document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Cap. 32 of the Laws of Hong Kong) or which do not constitute an offer to the public within the meaning of that Ordinance; and
no advertisement, invitation or document relating to the notes may be issued or may be in the possession of any person for the purpose of
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Pricing Supplement No. 123 dated May 23, 2018
issue (in each case whether in Hong Kong or elsewhere) which is directed at, or the contents of which are likely to be accessed or read
by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the notes
which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the
Securities and Futures Ordinance and any rules made thereunder.
This pricing supplement, along with the accompanying prospectus supplement and the accompanying prospectus

PS-8
Table of Contents
have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this pricing supplement, along with the
accompanying prospectus supplement and the accompanying prospectus and any other document or material in connection with the offer
or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be offered or sold, or
be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an
institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA")) under Section 274
of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person
pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise
pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set
forth in the SFA.
Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is
not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share
capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1)
of the SFA) of that corporation shall not be transferable for six months after that corporation has acquired the notes under Section 275 of
the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the
SFA), (2) where such transfer arises from an offer in that corporation's securities pursuant to Section 275(1A) of the SFA, (3) where no
consideration is or 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 Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005
of Singapore ("Regulation 32").
Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee
is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the
trust is an accredited investor, the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferable for six
months after that trust has acquired the notes under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of
the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on
terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for
each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration
is or 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 Regulation 32.
The notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948,
as amended), or the FIEA. The notes may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of
Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for
reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from
the registration requirements of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.
The notes are not offered, sold or advertised, directly or indirectly, in, into or from Switzerland on the basis of a public offering and
will not be listed on the SIX Swiss Exchange or any other offering or regulated trading facility in Switzerland. Accordingly, neither this
pricing supplement nor any accompanying prospectus supplement, prospectus or other marketing material constitute a prospectus as
defined in article 652a or article 1156 of the Swiss Code of Obligations or a listing prospectus as defined in article 32 of the Listing Rules
of the SIX Swiss Exchange or any other regulated trading facility in Switzerland. Any resales of the notes by the underwriters thereof may
only be undertaken on a private basis to selected individual investors in compliance with Swiss law. This pricing supplement and
accompanying prospectus and prospectus supplement may not be copied, reproduced, distributed or passed on to others or otherwise
made available in Switzerland without our prior written consent. By accepting this pricing supplement and accompanying prospectus and
prospectus supplement or by subscribing to the notes, investors are deemed to have acknowledged and agreed to abide by these
restrictions. Investors are advised to consult with their financial, legal or tax advisers before investing in the notes.

PS-9
Table of Contents
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Pricing Supplement No. 123 dated May 23, 2018
Conflic t s of I nt e re st
GS&Co. is an affiliate of The Goldman Sachs Group, Inc. and, as such, will have a "conflict of interest" in this offering of notes within
the meaning of Financial Industry Regulatory Authority, Inc. (FINRA) Rule 5121. Consequently, this offering of notes will be conducted in
compliance with the provisions of FINRA Rule 5121. GS&Co. will not be permitted to sell notes in this offering to an account over which it
exercises discretionary authority without the prior specific written approval of the account holder.

PS-10
Table of Contents
V ALI DI T Y OF T H E N OT ES
In the opinion of Sidley Austin LLP, as counsel to The Goldman Sachs Group, Inc., when the notes offered by this pricing supplement
have been executed and issued by The Goldman Sachs Group, Inc. and authenticated by the trustee pursuant to the indenture, and
delivered against payment as contemplated herein, such notes will be valid and binding obligations of The Goldman Sachs Group, Inc.,
enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights
generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith,
fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance,
fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof
and is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware as in effect on the date
hereof. In addition, this opinion is subject to customary assumptions about the trustee's authorization, execution and delivery of the
indenture and the genuineness of signatures and certain factual matters, all as stated in the letter of such counsel dated July 10, 2017,
which has been filed as Exhibit 5.5 to The Goldman Sachs Group, Inc.'s registration statement on Form S-3 filed with the Securities and
Exchange Commission on July 10, 2017.

PS-11
Table of Contents

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
$3,000,000
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 give you. 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 supplement and the accompanying
prospectus is current only as of the respective dates of such documents.
T he Goldm a n Sa c hs Group, I nc .

TABLE OF CONTENTS
Callable Step-Up Fixed Rate
Pricing Supplement

Notes due 2025

Pa ge
Specific Terms of the Notes
PS-3
Additional Information About the Notes
PS-5
Supplemental Plan of Distribution
PS-7
Conflicts of Interest
PS-10
Validity of the Notes
PS-11
Prospectus Supplement dated July 10, 2017

Use of Proceeds

S-2

Description of Notes We May Offer

S-3
Considerations Relating to Indexed Notes
S-20
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

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
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Pricing Supplement No. 123 dated May 23, 2018
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
Goldm a n Sa c hs & Co. LLC
Review of Unaudited Condensed Consolidated Financial
Statements by Independent Registered Public Accounting
I nc a pit a l LLC
Firm

121
Cautionary Statement Pursuant to the Private Securities Litigation
Reform Act of 1995

121

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Document Outline

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