Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-219206
The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Su
b
ject to C
o
mpl
e
ti
o
n. D
a
t
e
d July 17, 2019.
$
The Goldman Sachs Group, Inc.
Callable Step-Up Fixed Rate
Notes
due 2024
We will pay you in
t
erest semi-annually on your notes at a
rate of 2.50% per annum from and including July , 2019 to but excluding January , 2021.
We will pay you interest
semi-annually on your notes at a rate of 2.75% per annum from and including January , 2021 to but excluding January , 2022. We will pay you interest
semi-annually on your notes at a rate of 3.00% per annum from and including January , 2022 to but excluding January , 2023. We will pay you interest
semi-annually on your notes at a rate of 3.25% per annum from and including January , 2023 to but excluding January , 2024. We will pay you interest semi-annually on your notes at a rate of 3.50% per annum from and including January , 2024 to but excluding the stated maturity date (July , 2024).
I
n
terest will
be paid
on each
January
and July .
The first such
payment will
be
made
on January ,
2020.
In additio
n
, we m
a
y red
e
em the
n
ot
e
s at
o
u
r option, in who
l
e
but
not
in
part, on
each January , April , July and October on or after July , 2020, upon at least five bu
s
i
n
ess
d
ay
s
’ prior n
o
tice, at
a
red
e
m
p
tion price e
q
ual to 1
0
0%
o
f t
h
e out
s
t
a
nding princip
a
l am
o
unt plus
a
ccr
u
ed and
u
npaid int
e
re
s
t to b
u
t ex
c
l
u
ding the r
e
demption
d
at
e
. Altho
u
gh the inter
e
st
r
a
te
w
i
ll st
e
p up du
r
ing the
life of
y
our notes, you may
n
ot
b
e
nefit from s
u
ch incr
e
ase in t
h
e i
n
te
r
est
r
ate if
y
our notes
a
re re
d
eem
e
d
p
rior to the stat
e
d mat
u
rity d
a
te.
|
Per Note
|
|
T
o
t
a
l
|
Initial
price to
public*
|
|
%
|
|
$
|
Und
e
rwriting
d
isco
u
nt*
|
|
%
|
|
$
|
Pr
o
c
e
eds,
b
efore
expe
n
s
e
s, to
The
G
old
m
an
Sachs
Gr
o
up,
Inc.
|
|
%
|
|
$
|
*
The
initial
price to
public
will
vary
between
%
and
100%
for
certain
investors;
see
“Supplemental
Plan
of Distributio
n
” on
p
age PS-7.
The
initial
price to
public
set
forth
a
bove
does not
include accr
u
ed
interest, if
an
y
. Interest on
t
he
notes
will
accrue fr
o
m July , 2019
and
must
b
e paid
b
y the
p
urch
a
s
e
r if
the
n
otes are
d
elivered
after
July
, 2019.
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
negati
v
e)
on
your
investment
in
notes will
depend
in
part
on the
issue price
you
pay for such
no
t
e
s.
Neith
e
r the S
e
curiti
e
s and Ex
c
han
g
e C
o
mmis
s
i
on
n
or any other
r
egulatory b
o
dy has
appr
o
ved or dis
a
ppro
v
ed of
the
s
e se
c
urities
or pas
s
ed up
o
n the
a
cc
u
racy
o
r ade
q
ua
c
y of t
h
is
p
ros
p
ectus. A
n
y r
e
pre
s
entation to the
c
ontrary is a
c
rimin
a
l offe
n
se.
The
n
ot
e
s are n
o
t ba
n
k dep
o
sits
a
nd are n
o
t insur
e
d by t
h
e Fed
e
ral D
e
posit
In
s
ura
n
ce Corpo
r
ation or
a
ny other go
v
er
n
m
e
nt
a
l
a
gen
c
y,
n
or are they
o
blig
a
tions
o
f,
o
r guar
a
nt
e
ed b
y
, a b
a
nk.
G
o
ldm
a
n
Sachs m
a
y
u
se this
prospectus in the initial
sale
of the
notes. In
a
dditio
n
, Goldman Sachs & Co. LLC or any other
affiliate
of
Goldman Sac
h
s
may
use
this
prospectus
in
a
market-
m
aking
transaction
in
the
notes
after
their
initial sale.
U
nl
e
s
s
G
o
l
d
ma
n
S
a
c
hs
o
r
it
s a
g
ent
i
n
f
o
rm
s
t
he
p
u
r
c
h
a
s
er
o
t
h
e
rwise
in
the
confirmation
o
f sale,
this
p
rosp
e
ctus
is b
e
ing
used
in
a
mark
e
t
-making
transaction.
|
|
Goldman Sachs & Co. LLC
|
Incapital LLC
|
Prici
n
g Supplement No. dated
July
,
2019.
About Y
o
ur
Pros
p
ectus
The
n
o
t
es
a
re
p
art
of
t
h
e
M
e
di
u
m
-Te
r
m
N
o
t
e
s,
S
e
ri
es N
p
r
o
gram
of
The
G
old
m
an
Sachs
G
r
o
up,
Inc.
T
h
is
prospectus includ
e
s this pricing su
p
ple
m
ent a
n
d t
h
e acc
o
mp
a
nying d
o
c
u
m
e
nts
listed below.
This
prici
n
g su
p
pl
e
ment c
o
nstit
u
t
e
s a s
u
ppl
e
me
n
t to the d
o
c
u
me
n
t
s listed
b
elow a
n
d s
h
ould
b
e r
e
ad in conj
u
nct
i
on with such d
o
c
u
me
n
t
s:
•
Pr
o
s
p
ect
u
s sup
p
lem
e
nt
dated July 10, 2017
•
Pr
o
s
p
ect
u
s d
a
ted
July 10, 2017
The information
in
this pri
c
ing su
p
ple
m
ent s
u
pers
e
d
e
s a
n
y conflicti
n
g information in t
h
e
docum
e
nts
listed
a
b
ove. In ad
d
iti
o
n, s
o
me of t
h
e t
e
rms or
fe
a
t
u
r
e
s d
e
scribed
in the listed
d
ocum
e
nts
may
n
o
t a
p
ply
to
yo
u
r notes.
PS-2
SP
E
CIFI
C
TERM
S
O
F
TH
E
NOT
E
S
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 consolidated subsidiaries. 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”.
T
h
is prici
n
g s
u
p
p
leme
n
t
n
o.
d
a
t
e
d July
,
2019
(prici
n
g s
u
ppl
e
me
n
t) and the
a
cco
m
pa
n
yi
n
g prospectus d
a
t
e
d July 10, 2017 (acc
o
mp
a
nying prospectus), r
e
lating
to the n
o
t
e
s, s
h
ould
be r
e
ad to
g
ether.
B
e
c
a
use
t
h
e notes are p
a
rt
o
f a series of
o
ur
d
ebt s
e
c
u
rities
c
a
lled
M
e
diu
m
-T
e
rm Notes, Series N, t
h
is pricing
sup
p
lem
e
nt
a
nd the accom
p
anying
p
r
o
sp
e
ct
u
s sho
u
ld
also
be
read with
the accom
p
anying
p
rosp
e
ct
u
s sup
p
lem
e
nt, d
a
t
e
d July 10, 2017 (acc
o
mpa
n
y
i
ng prospectus
s
u
ppl
e
ment). T
e
rms used
b
u
t
n
ot
d
efined
i
n t
h
is pric
i
ng sup
p
lem
e
nt
h
ave t
h
e me
a
nin
g
s given to th
e
m
in
the
accomp
a
nying
p
rosp
e
ctus or
a
cco
m
pa
n
yi
n
g prospectus su
p
ple
m
ent,
u
nless t
h
e
c
o
ntext
req
u
ires oth
e
rwise.
T
h
e notes are part
o
f a sep
a
r
a
te series
of
o
ur
d
ebt s
e
c
u
rities un
d
er
o
ur M
e
diu
m
-T
e
rm Notes, Series
N program g
o
v
e
r
n
ed by our S
e
nior D
e
bt
I
n
de
n
t
u
re, d
a
t
e
d
as
o
f July
16,
20
0
8,
as amended,
b
etween
u
s a
n
d
The B
a
nk
o
f New
Y
o
rk Mell
o
n,
a
s trustee.
This
prici
n
g
supplement sum
m
arizes
specific ter
m
s
that
will apply
to
your
notes.
The terms
of the notes d
e
s
c
ri
b
ed
h
ere
s
u
p
p
lem
ent
t
ho
s
e d
e
s
c
ri
b
ed
i
n
t
he
a
c
c
ompa
n
yi
n
g prospectus su
p
ple
m
ent
and
a
cco
m
pa
n
yi
n
g prospectus and, if
the
terms
described here
are
i
n
consistent with
tho
s
e described
there, the ter
m
s d
e
scribed here
are controlling.
T
e
rms of t
h
e C
a
ll
a
ble
Ste
p
-Up
F
i
x
ed Rate
Notes due 2024
Iss
u
er:
T
he G
o
ldm
a
n Sachs
G
ro
u
p, I
n
c.
Princip
a
l amo
u
nt:
$
Spe
c
ified cu
r
ren
c
y:
U.
S. d
o
lla
r
s (
$
)
T
y
pe
of
Notes:
Fi
x
e
d r
a
t
e
n
o
t
es
(
n
o
t
e
s)
Denominations:
$1,0
0
0 and
integral
multip
l
es
o
f $
1
,
0
00 in
excess
there
o
f
Tr
a
de d
a
te:
July , 2019
Or
i
ginal issue
date:
July ,
2019
Stated
maturity date:
July ,
2024
Int
e
re
s
t rate:
2.50% per annum from and including
July
, 2019 to but excluding
January
, 2021
;
2.75% per annum from and including
January
, 2021 to but excluding
January
, 2022;
3.00% per annum from and including January , 2022 to but excluding January , 2023; 3.25% per annum from and including January , 2023 to but excluding January , 2024; 3.50% per annum from and including January , 2024 to but excluding July , 2024
Suppl
e
m
e
nt
a
l dis
c
us
s
i
o
n
o
f U.S. fe
d
eral income tax c
o
nse
q
uen
c
es:
Subject to the discussion set forth in the section referenced below regarding short-term debt securities,
i
t
is
t
h
e
opi
n
ion
of
Sidley
Austin
L
LP
that
interest on
a
note will
be
taxable
to a U.S.
holder
as ordi
n
ary interest
inco
m
e at
t
h
e ti
m
e it accru
e
s
o
r is r
e
c
e
iv
e
d in accor
d
ance
with t
h
e U.S.
h
ol
d
er’s normal m
e
t
h
od of acc
o
unti
n
g f
o
r tax
p
ur
p
oses (r
e
g
a
rdl
e
ss of wheth
e
r we
c
a
ll
the
notes).
U
pon the
d
is
p
ositi
o
n of a note by
s
a
le, exchange, redemption or
retirement
(i.e.,
if
we exercise
o
ur right to call
the
n
otes
o
r oth
e
rwise)
or
other disposition, a U.S.
holder
will
generally
recognize
capital g
a
in
or
l
o
ss eq
u
al
to t
h
e diff
e
r
e
nce,
if a
n
y, between (i) the a
m
ou
n
t realized
o
n t
h
e disp
o
sition (oth
e
r t
h
an
a
mou
n
ts attri
b
utable to
a
ccr
u
ed
b
u
t
u
np
a
id
interest, w
h
ich wo
u
ld be treated
a
s
such)
a
nd
(ii)
t
h
e
U.S. hol
d
er’s
a
d
just
e
d t
a
x b
a
sis in the n
o
t
e
.
Interest payment dates:
January
an
d July
o
f
ea
ch year,
com
m
encing
o
n January , 2020
and
e
ndi
n
g on the
s
t
a
t
e
d
maturit
y
da
t
e
Regular
r
eco
r
d dates:
for
interest due
on
an
interest p
a
y
m
ent date, the d
a
y imm
e
di
a
t
e
ly prior
to the
d
ay
o
n which
paym
e
nt
is
to
be
m
a
de
(
a
s such
p
a
ym
e
nt
d
ay may be
a
djusted
u
nd
e
r the a
p
plicable
b
usiness
day conve
n
ti
o
n s
p
ecified
b
e
low)
Day c
o
unt
c
onv
e
ntion:
30/3
6
0 (ISDA), as further discussed under “Additional Information About the Notes — Day Count Convention” on page PS-
5
of this pricing supplement
Business day:
Ne
w
Yo
rk
Busine
s
s day
c
on
v
entio
n
:
following
u
na
d
justed
Red
e
m
p
tion at
o
ption of
i
s
suer
b
ef
o
re stat
e
d maturit
y
:
W
e
m
ay
r
e
d
eem
t
he
n
o
t
es
at
o
ur
o
p
ti
on,
in
whole
b
ut not
in
part,
on
e
ach January ,
April , July and October
on
or
after July ,
2020, u
p
on at least
five
busin
e
ss days’
p
ri
o
r notice,
at
a re
d
empti
o
n price
eq
u
al to
1
00%
of the o
u
tstan
d
ing
p
rincip
a
l
a
mo
u
nt pl
u
s accr
u
ed a
n
d un
p
aid i
n
t
e
rest to
b
ut
e
xclu
d
ing the r
e
d
e
mption
d
ate
Limited events of default:
The only events of default for the notes are (i) interest or principal payment defaults that continue for 30 days and (ii) certain insolvency events. No other breach or default under our senior debt indenture or the notes will result in an event of default for the notes or permit the trustee or holders to accelerate the maturity of any debt securities – that is, they will not be entitled to declare the principal amount of any notes to be immediately due and payable. See “Risks Relating to Regulatory Resolution Strategies and Long-Term Debt Requirements” and “Description of Debt Securities We May Offer — Default, Remedies and Waiver of Default — Securities Issued on or After
PS-3
January 1, 2017 under the 2008 Indenture” in the accompanying prospectus for further details.
Listi
n
g:
None
ER
I
SA:
as
descri
b
ed
u
n
der
“Emp
l
oyee
Retire
m
ent Income S
e
c
u
rity Act” on p
a
ge 119 of t
h
e acc
o
mp
a
nying prosp
e
ctus
CUSIP
no.:
38150AD28
IS
I
N
no.:
US38150AD284
Fo
r
m of
n
ot
e
s:
Your
notes
will
be
i
s
sued
in
book-entry form
a
nd represe
n
t
e
d by
a
m
ast
e
r gl
o
bal
n
o
t
e
.
You sho
u
ld r
e
ad the secti
o
n “
L
eg
a
l Owners
h
ip and
B
o
ok-
E
n
t
ry
I
s
s
u
a
n
c
e”
i
n
t
he
a
c
c
o
mp
an
yi
ng
pr
o
s
p
e
c
t
u
s
f
or m
o
re
inf
o
rm
a
t
i
o
n
ab
o
ut notes
issu
e
d in
bo
o
k-e
n
try form
Def
e
a
s
ance
a
pplies as follows:
|
•
|
full
def
e
asance
—
i.e
.,
o
ur right to
be r
e
lieved
o
f all o
u
r o
b
ligatio
n
s on
t
h
e note by pl
a
ci
n
g f
u
nds in trust
f
or
t
he
h
o
l
d
e
r:
y
es
|
|
•
|
c
o
v
en
a
nt
d
e
f
e
a
s
a
n
c
e
—
i.
e
.
,
our
right to
be
reliev
e
d of s
p
ecif
i
ed
provisi
o
ns
o
f the
n
ote by
placing fu
n
ds in
tr
u
st f
o
r the h
o
lder:
yes
|
FDIC:
T
he n
o
t
e
s are n
o
t
b
ank de
p
osits and
a
re
n
ot insured
b
y the F
e
deral
Dep
o
sit I
n
s
u
r
a
nce C
o
rp
o
r
a
t
i
o
n or a
n
y oth
e
r g
o
v
e
r
n
mental
a
ge
n
cy,
n
or
a
re th
e
y o
b
ligatio
n
s of,
o
r g
u
arante
e
d by, a
b
ank
Calculation Ag
e
nt:
Goldman Sachs & Co. LLC
Fo
r
eign A
c
cou
n
t Tax Complian
c
e A
c
t (
F
ATCA) Withh
o
lding M
a
y
Apply to Pa
y
m
e
nts
on Your N
o
t
e
s, Including
a
s a R
e
sult of
the F
a
ilu
r
e of t
h
e B
a
nk or Brok
e
r Thro
u
gh W
h
i
c
h Y
o
u Hold the N
o
tes
to Pro
v
ide Information to
Tax Authorities:
Ple
a
se see the
d
iscussion
u
nd
e
r “United States Taxation — T
a
x
a
ti
o
n of D
e
bt
S
e
c
u
rities — Foreign Accou
n
t T
a
x Com
p
liance
Act (
F
ATCA) Withholding” in the accompanying prospectus for a description of the applicability of FATCA to payments made on your notes. The discussion in that section is hereby modified to reflect regulations proposed by the Treasury Department indicating its intent to eliminate the requirements under FATCA of withholding on gross proceeds from the sale, exchange, maturity or other disposition of relevant financial instruments. The Treasury Department has indicated that taxpayers may rely on these proposed regulations pending their finalization.
PS-4
AD
D
ITIONAL
INFORMATION
ABOUT
THE
NOTES
Bo
o
k-E
n
t
ry
System
We
will
i
s
sue
the
notes
as
a
master
gl
o
bal
n
ote
registered
in
the
n
a
me
o
f
DTC,
or
its
n
o
mi
n
ee.
T
he
sale
of
the
notes will
settle
in
immediately
available
f
u
nds
thr
o
ugh
DTC.
Y
ou
will
not
be
p
ermitt
e
d
to
wit
h
draw
the
notes
fr
o
m
DTC
e
x
cept
in the
limited
sit
u
ations
d
escribed
in
t
h
e
a
ccom
p
anying
pros
p
ectus
un
d
er
“
Legal
Ownership
and
Bo
o
k-Entry
Issu
a
nce
—
Wh
a
t Is
a
Glo
b
al
Se
c
urity?
—
H
ol
d
er’s
Option
to
Obtain
a
Non-Gl
o
bal
S
ecurit
y
;
Spe
c
i
a
l
Situati
o
ns
W
hen
a
Gl
o
bal
S
e
curity
Will
Be Terminated”.
Inve
s
t
o
r
s
may
h
o
ld
interests
in
a
ma
s
t
e
r
global
note
throu
g
h
o
r
g
a
nizations
that
p
a
rticipate,
directly
or
indirectl
y
,
in
the
D
T
C
s
ystem.
In
a
ddition
to
t
h
is
pricing
su
p
plement,
the
f
o
llowing
provi
s
i
o
ns
are
h
e
re
b
y
i
n
c
o
rporated
i
n
to
the
global
master
n
o
te: the
d
e
scription
o
f New
York
bu
s
i
n
ess
day
a
ppearing
und
e
r
“D
e
scription
of
Debt
S
ecurities
We
May
Offer
–
Calculati
o
ns
of
Interest
o
n
D
e
bt Se
c
urities
–
Busine
s
s
Day
s
”
in
the
a
c
compa
n
ying
prospe
c
t
u
s,
the
de
s
cription
of
the
foll
o
wi
n
g
u
nadju
s
ted
b
u
siness
d
ay c
o
nvention
app
e
aring
u
n
der
“Des
c
r
iption
of
D
e
bt
Se
c
urities
We
M
a
y
Offer
–
Calc
u
l
a
t
ions
o
f
I
n
tere
s
t
on
Debt
Securities
– Bu
s
i
n
ess
Day
C
o
nvention
s
”
in
the
a
c
comp
a
nying
prosp
e
ct
u
s
and
the
section
“D
e
scription
o
f
Debt
Securities
We
May Offer
–
D
ef
e
asa
n
ce
and
Co
v
enant
Defeasa
n
c
e
”
in
the
acc
o
mpan
y
i
n
g
p
r
o
s
pectu
s
.
Day Count Convention
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 × (Y
2
– Y
1
)] + [30 × (M
2
– M
1
)] + (D
2
– D
1
)
|
360
|
where:
“Y
1
” is the year, expressed as a number, in which the first day of the interest period falls;
“Y
2
” is the year, expressed as a number, in which the day immediately following the last day included in the interest period falls;
“M
1
” is the calendar month, expressed as a number, in which the first day of the interest period
falls;
“M
2
” is the calendar month, expressed as a number, in which the day immediately following the last day included in the interest period falls;
“D
1
” is the first calendar day, expressed as a number, of the interest period, unless such number would be 31, in which case D
1
will be 30; and
“D
2
” 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 D
1
is greater than 29, in which case D
2
will be 30.
When
We
Can
Re
d
eem
the
Notes
We
will
be
permitted
to
rede
e
m
the
notes
at
our
o
p
tion
before
t
h
eir
stated
mat
u
rity,
as
d
escribed
below.
The
notes
will not
be
entitled
to
the
be
n
efit
of
any
s
i
n
king
f
u
nd
–
th
a
t
is,
we
will
not
dep
o
sit
money
o
n
a
regular
basis
into
any
se
p
ar
a
te custodial
account
to
rep
a
y
your
note.
In
addition,
you
will
not
be
entitled
to
require
us
to
buy
your
note
from
you
before
its stated
matu
r
ity.
PS-5
We
will
have
the
rig
h
t
to
red
e
em
t
he
n
o
tes
at
our
o
ptio
n
,
in
w
hole
but
n
o
t
in
p
art,
o
n
e
ach
January ,
April , July and October
on
or
after July ,
2020
,
at
a
red
e
mption
p
r
ice
eq
u
al
to
100%
of
t
he
outstanding
principal
amou
n
t
plus
a
c
cr
u
ed
and
un
p
aid
interest
to
but
exclu
d
i
n
g
the
redemption
date.
We
will
provi
d
e
n
o
t
less
than
fi
v
e
busine
s
s
day
s
’
prior
notice
in
the
ma
n
ner
d
e
scribed
und
e
r
“
D
escripti
o
n
o
f
Debt
Secur
i
ties
We
May
Off
e
r
—
Notice
s
”
in
the
attach
e
d
p
r
o
s
pectu
s
.
If
the
re
d
empti
o
n
n
oti
c
e
is
giv
e
n
a
nd
fu
n
ds
dep
o
sit
e
d
a
s
re
q
uired,
t
h
en
i
n
tere
s
t
will
cea
s
e
to
a
c
crue
on
and
aft
e
r
t
h
e
redemption
date
on
t
h
e
n
ot
e
s.
If
a
n
y
re
d
em
p
tion
d
ate
is
not
a
b
usine
s
s
day,
we
w
i
ll
p
ay
t
h
e
red
e
mption
price
on
the
next
bu
s
i
n
ess
d
a
y
witho
u
t
any
interest
o
r
other
p
a
yment
due
to
the
dela
y
.
What
are
the
Tax
Co
n
sequ
e
nces
of
the
Notes
You
s
h
ould
carefully
c
onsider,
a
m
o
ng
other
thing
s
,
t
h
e
m
a
tters
set
forth
u
nder
“Uni
t
ed
St
a
t
es
T
axation”
in
the a
c
compa
n
ying
prospe
c
t
u
s
supplem
e
nt
and
the
a
c
compa
n
ying
p
r
ospe
c
t
u
s.
T
h
e
following
disc
u
ssion
s
u
mmariz
e
s
cert
a
i
n
of the
mat
e
rial
U.S.
f
e
deral
inc
o
me
tax
c
onse
q
uen
c
es
of
the
purch
a
se,
b
eneficial
o
w
ne
r
ship,
a
n
d
di
s
po
s
ition
of
e
a
ch
of
the note
s
.
This
summ
a
ry
s
upplements
the
se
c
t
i
on
“United
States
Ta
x
ati
o
n”
in
the
accomp
a
nying
pros
p
ectus
su
p
plement
a
nd the
ac
c
ompan
y
i
n
g
p
r
o
s
pectus
a
n
d
is
s
ubject
to
the
limit
a
tions
a
nd
ex
c
epti
o
ns
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 January , 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 January , 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 January , 2022, January , 2023 and January , 2024. If the notes are not called on the interest payment date occurring on January , 2024, then, because the period between the interest payment date on January , 2024 and the stated maturity date of the notes is one year or less, the notes, upon their deemed reissuance on January , 2024, 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 n
o
te
b
y sale,
exc
h
a
n
ge, re
d
em
p
ti
o
n or
retir
e
me
n
t (i.
e
.,
if
we
exercise
o
ur right
to call
the n
o
t
e
s or otherwis
e
) or
o
t
h
er
d
is
p
ositi
o
n,
a
U.S.
h
old
e
r wi
l
l
g
en
e
rally r
e
c
o
gnize
capit
a
l
g
ain
or
loss
e
q
ual
to
the
difference, if
a
ny,
b
etw
e
en (i) t
h
e am
o
unt r
e
alized
on
t
h
e disposition
(
o
ther t
h
an a
m
ou
n
ts attrib
u
t
a
ble to accru
e
d b
u
t u
n
paid i
n
t
e
r
e
st, which
w
o
uld
b
e treat
e
d as
such)
a
nd (ii)
the
U.S. hol
d
er’s
a
d
jus
t
ed
tax basis in
the
note.
A U.S. hol
d
er’s a
d
just
e
d t
a
x basis
in
a
note gen
e
rally
will equal t
h
e
cost
of
the
note
to
the
U.S.
holder.
The
deductibility
of capital
l
o
sses
is
subj
e
ct
to
significant li
m
itations.
F
o
re
ig
n
A
c
c
o
u
nt
T
ax
C
o
m
p
li
a
n
ce
Ac
t
(
F
A
T
CA
)
Wi
t
h
hol
di
n
g
.
Purs
u
ant to
T
re
a
s
u
ry re
g
ul
a
ti
o
ns, F
o
rei
g
n Acco
u
nt
T
ax Com
p
liance
Act (
F
ATCA)
with
h
oldi
n
g (
a
s d
e
scri
b
ed in “U
n
it
e
d
St
a
t
e
s T
a
x
a
ti
o
n
—
Taxation
o
f Debt
Securiti
e
s
—
Foreign Account
Tax
Compliance
Act
(FA
T
CA)
Withholding”
in
the
acc
o
mpanyin
g
prosp
e
ctus) will
generally
a
pply
to
obligations that are
issu
e
d on
o
r after July
1
,
2
01
4
; therefore, t
h
e notes will
g
en
e
rally
be su
b
ject to the FATCA
withh
o
ldin
g rules
. Pursuant to recently proposed regulations, the Treasury Department has indicated its intent to eliminate the requirements under FATCA of withholding on gross proceeds from the sale, exchange, maturity or other disposition of relevant financial instruments. The Treasury Department has indicated that taxpayers may rely on these proposed regulations pending their finalization.
PS-6
SUPPLEMENTAL
PLAN
OF
DI
S
T
RIBUTION
T
h
e Gol
d
man S
a
c
h
s Grou
p
, Inc.
a
nd the
u
nd
e
rwriters for
this
offeri
n
g n
a
med
b
elow
have
e
n
t
e
r
e
d into a distrib
u
ti
o
n a
g
r
e
eme
n
t with resp
e
ct to t
h
e not
e
s. Subj
e
ct to certain
con
d
iti
o
ns,
e
ach un
d
erwrit
e
r n
a
med
b
elow
has s
e
v
e
r
a
lly a
g
re
e
d to
purchase
the
princip
a
l
a
mo
u
nt
o
f
n
otes
i
n
dicated
in the foll
o
wi
n
g tabl
e
.
Underwriters
|
|
Principal Amount of Notes
|
Goldman Sachs & Co. LLC
|
|
$
|
Incapital LLC
|
|
|
Total
|
|
$
|
Notes sold by
the underwriters to
the
p
ublic
will
initially
be offer
e
d at
the
in
i
t
ial price
to
pu
b
lic
set forth
on
the cover
of this
p
ricing su
p
ple
m
ent.
T
he
u
n
derwriters
inte
n
d to purc
h
ase the n
o
t
e
s fr
o
m
The G
o
ldm
a
n Sachs
G
r
o
up, I
n
c. at a p
u
rch
a
se
p
rice eq
u
al to t
h
e initial price
to
p
ublic
less
a
d
isco
u
nt
o
f %
o
f the
p
rincip
a
l
a
mo
u
nt
o
f the
n
otes. Any
not
e
s sold
by
t
h
e
u
n
derwriters
to s
e
c
u
rities
de
a
lers
may
be
sold
a
t a
dis
c
ount from
t
h
e
initial
price to public
of up
to %
of the princip
a
l
a
mo
u
nt
o
f the
n
otes. T
h
e initial
price to
p
u
b
lic f
o
r n
o
t
e
s p
u
rch
a
s
e
d by
cer
t
ain retirement accounts and certain
fee-b
a
s
e
d advisory
acc
o
unts will vary between % and
100%
of the
principal amount of
the notes.
Any
sale
of a
note
to a
retirement account or
fee
-
based
advisory
account at an
i
n
iti
a
l
p
rice
to pu
b
lic
b
e
low
10
0
%
of the principal am
o
unt will
red
u
ce t
h
e un
d
erwriti
n
g disc
o
unt specified
on the
c
o
v
e
r of this pricing supple
m
ent
with
respect to such
note.
The
initial
price to
public
paid by
any
retirement account or
f
e
e-based
adviso
r
y account
will be re
d
uced by t
h
e am
o
unt of any f
e
es
f
o
re
g
one
b
y the secur
i
ti
e
s
d
eal
e
r or
d
eal
e
rs
involved
in
the sale
o
f the
n
otes
to such retirement account or fee-based
advisory
accou
n
t, but n
o
t by
more
t
h
an %
o
f
the principal a
m
ou
n
t
o
f the n
o
t
e
s. If all of the offered n
o
t
e
s are n
o
t sold
at
the
initial
price
to
public,
the
underwriters
m
a
y
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.
Ple
a
se
n
ote t
h
at t
h
e information
a
bo
u
t
the i
n
iti
a
l
p
rice to pu
b
lic
a
nd n
e
t proce
e
ds
to T
h
e Gol
d
man S
a
c
h
s Grou
p
,
Inc. on the
front c
o
v
e
r p
a
ge relates only to t
h
e initial
sale of t
h
e n
o
t
e
s. If y
o
u h
a
ve
p
urch
a
s
e
d a n
o
te in a
mark
e
t
-making transaction
by
Goldman Sachs & Co. LLC
or
any
other
affiliate
of
The
G
old
m
an Sachs
Group,
Inc.
a
fter the initial
sale, information
about the
price
and
date of
sale
to
you
will be
provided in a
sepa
r
ate
confir
m
ation
of
sale.
Each
underwriter has rep
r
esented
and
agreed that
it
will
not
offer
or
sell
the
not
e
s
in
the United States
or to
United
St
a
t
es
p
e
r
s
o
ns
e
x
c
e
p
t
i
f
s
u
c
h
o
f
f
e
r
s or
s
al
es
a
re
ma
de
b
y or
t
h
ro
u
gh
FINRA m
e
mber
br
o
k
e
r-de
a
lers
register
e
d with the U.S. Securities
a
n
d Exch
a
nge Com
m
issio
n
.
T
h
e Gol
d
man S
a
c
h
s Grou
p
, Inc.
e
stim
a
t
e
s that its share of t
h
e
t
o
t
a
l
o
f
f
e
ri
n
g e
x
pe
n
s
e
s,
e
x
cl
u
d
i
ng
u
n
d
er
w
r
i
t
i
ng
discounts
and
commis
s
ions,
whether
p
a
id
to
Goldman Sachs & Co. LLC
or
any
o
t
her
underwriter,
w
ill
be
approxi
m
ately $ .
We expect to deliver the notes against payment therefor in New York, New York on July , 2019.
T
h
e
notes
are
a
new
issue
o
f securiti
e
s with
no
establi
s
h
e
d tra
d
ing
m
a
rket.
T
he
G
o
ldm
a
n Sachs
G
ro
u
p, I
n
c. has b
e
en
a
d
vised
by Goldman Sachs & Co. LLC and
Incapit
a
l
L
LC
th
a
t
they may
make
a
market
in t
h
e
not
e
s.
Goldman Sachs & Co. LLC and
Inca
p
it
a
l
L
LC
are
n
ot
o
bli
g
ated
to do
so a
n
d may disc
o
ntinue
m
arket-making
a
t a
n
y time wit
h
o
u
t n
o
tice. No assur
a
nce can be
g
iv
e
n as
to the li
q
uid
i
t
y
o
f
th
e
tradin
g
mar
k
e
t
fo
r
th
e
notes.
The
Goldman Sachs
G
r
oup,
Inc. has agreed to
indemni
f
y
the
several underwriters against
certain
l
iabilities, including liabilities
under
the
Securities
Act
of
1933.
Certain
of the
underwriters and
their
af
f
iliates have
in
the
past
provided,
and
may
in
the
future
from
time
to
time provid
e
, investme
n
t b
a
nking
a
n
d
g
e
neral
fina
n
ci
n
g and
b
anking
s
e
rvic
e
s to The
G
old
m
an Sachs Grou
p
, Inc.
a
nd its affiliates, for
which they
have in
the
past
received,
and
may
in
the
future
receive, customary
fees.
T
he
Goldman
Sachs Group, Inc. and
its affili
a
tes
have in the past pro
v
ided,
and
m
ay in the future
from
time
to
time provide, similar
services
to the
underwriters
and
their a
f
filiates
on customary
terms
and for
custo
m
ary
fees.
Goldman Sachs & Co. LLC
,
one
of
the underwriters,
is
an affiliate of
The
Goldman Sachs
Group, Inc.
Please
see
“Plan
of
Distribution—
C
onf
l
icts
of Interest” on p
a
ge 118 of t
h
e acc
o
mp
a
nying
prosp
e
ctus.
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)
PS-7
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:
|
|
(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 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
PS-8
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 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.
PS-9
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-10
Confli
c
ts of I
n
te
r
est
GS&Co.
is
an affiliate of
T
h
e
Goldman Sachs
Group, Inc.
a
nd,
as
such,
will have
a
“co
n
flict
of
inter
e
st” in this offering
of not
e
s wit
h
in
t
h
e
me
a
ning
of
Fi
n
a
n
ci
a
l
In
d
ustry
R
eg
ulatory
Aut
h
ority, Inc.
(FINRA) Rule
5
1
2
1
. Conse
q
ue
n
tly, this offering of notes will
be
conducted
in
compliance
with
the
provisions
of
FINRA
R
u
le
5121.
GS&Co.
will
not
be p
e
rmitted to sell
notes
in
this
o
f
fering to an
acc
o
unt
over
w
h
ic
h
i
t
e
x
e
r
cis
es
di
s
c
r
e
t
i
o
n
a
ry
a
uthority
wit
h
out
the
prior specific
written
a
p
proval
of
t
h
e acc
o
unt hol
d
er.
PS-11
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 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
c
ircumstances
and in jurisdictio
n
s where it is la
w
ful 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.
TABLE OF CONTENTS
Pricing Supplement
Specific
Terms of the
Notes
|
PS-3
|
Additional
Information Ab
o
ut the Notes
|
PS-5
|
Supplem
e
ntal Plan of Dis
t
ribution
|
PS-7
|
Conflicts
of Interest
|
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
|
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
|
|
Statements by Independent Registered Public Accounting Firm
|
121
|
Cautionary Statement Pursuant to the Private Securities Litigation
|
|
Reform Act of 1995
|
121
|
|
|
|
|
$
The Goldman Sachs Group, Inc.
Callable Step-Up Fixed Rate Notes due 2024
____________
____________
Goldman Sachs & Co. LLC
Incapital LLC
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