Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-219206
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GS Finance Corp.
$3,511,000
Leveraged Buffered EURO
STOXX 50
®
Index-Linked Notes due 2022
guaranteed by
The Goldman Sachs Group, Inc.
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The notes do not bear interest.
The amount that you will be paid on your notes on the stated maturity
date (September 19, 2022) is based on the performance of the EURO STOXX 50
®
Index as measured from September 13,
2017, the date the initial index level was set, to and including the determination date (September 14, 2022).
If the final index level on the
determination date is greater than the initial index level of 3,523.14 (set on September 13, 2017), the return on your notes will be positive and will equal 1.8
times
the index
return. If the final index level declines by up to
30% from the initial index level, you will receive the face amount of your notes.
If the final index level declines by more than 30% from the initial
index level, the return on your notes will be negative and you will lose approximately 1.4286% of the face amount of your notes for every 1% that the final index level has declined below 70% of the initial index level. See page PS-6.
You could
lose a significant portion of the face amount of your notes.
To determine your payment at maturity, we will calculate the index return, which is
the percentage increase or decrease in the final index level from the initial index level. At maturity, for each $1,000 face amount of your notes, you will receive an amount in cash equal to:
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if the index return is
positive
(the final index level is
greater than
the initial index level), the
sum
of (i) $1,000
plus
(ii) the
product
of (a) $1,000
times
(b) 1.8
times
(c) the index return;
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if the index return is
zero
or
negative
but
not below
-30%
(the final index level is
equal to
the initial index level or is
less than
the initial index level, but not by more than 30%), $1,000; or
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if the index return is
negative
and is
below
-30%
(the final index level is
less than
the initial
index level by more than 30%), the
sum
of (i) $1,000
plus
(ii) the
product
of (a) the buffer rate of approximately 142.86% (see page PS-6)
times
(b) the
sum of
the index return
plus
30%
times
(c) $1,000.
You will receive less than the face amount of your notes.
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You should read the disclosure herein to
better understand the terms and risks of your investment, including the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc. See page PS-11.
The estimated value of your notes at the time the terms of your notes are set on the trade date is equal to approximately $956 per $1,000 face amount. For a discussion of the estimated value and the price at
which Goldman Sachs & Co. LLC would initially buy or sell your notes, if it makes a market in the notes, see the following page.
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Original issue date:
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September 19, 2017
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Original issue price:
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100% of the face amount
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Underwriting discount:
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0.6% of the face amount
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Net proceeds to the issuer:
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99.4% of the face amount
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Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or
passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor
are they obligations of, or guaranteed by, a bank.
Goldman Sachs & Co. LLC
Pricing Supplement No. 2,054 dated September 14, 2017.
The issue price, underwriting discount and net proceeds listed above relate to the notes we sell initially. We may
decide to sell additional notes after the date of this pricing supplement, at issue prices and with underwriting discounts and net proceeds that differ from the amounts set forth above. The return (whether positive or negative) on your investment in
notes will depend in part on the issue price you pay for such notes.
GS Finance Corp. may use this prospectus in the initial sale of the notes. In
addition, Goldman Sachs & Co. LLC or any other affiliate of GS Finance Corp. may use this prospectus in a market-making transaction in a note after its initial sale.
Unless GS Finance Corp. or its agent informs the purchaser otherwise
in the confirmation of sale, this prospectus is being used in a market-making transaction.
Estimated Value of Your Notes
The estimated value of your notes at the time the terms of your notes are set on the trade date (as determined by reference to pricing models used by Goldman Sachs & Co. LLC (GS&Co.) and taking
into account our credit spreads) is equal to approximately $956 per $1,000 face amount, which is less than the original issue price. The value of your notes at any time will reflect many factors and cannot be predicted; however, the price (not
including GS&Co.s customary bid and ask spreads) at which GS&Co. would initially buy or sell notes (if it makes a market, which it is not obligated to do) and the value that GS&Co. will initially use for account statements and
otherwise is equal to approximately the estimated value of your notes at the time of pricing, plus an additional amount (initially equal to $41.5 per $1,000 face amount).
Prior to September 13, 2019, the price (not including GS&Co.s customary bid and ask
spreads) at which GS&Co. would buy or sell your notes (if it makes a market, which it is not obligated to do) will equal approximately the sum of (a) the then-current estimated value of your notes (as determined by reference to
GS&Co.s pricing models) plus (b) any remaining additional amount (the additional amount will decline to zero on a straight-line basis from the time of pricing through September 12, 2019). On and after September 13, 2019, the
price (not including GS&Co.s customary bid and ask spreads) at which GS&Co. would buy or sell your notes (if it makes a market) will equal approximately the then-current estimated value of your notes determined by reference to such
pricing models.
About Your Prospectus
The notes are part of the Medium-Term Notes, Series E program of GS Finance Corp. and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. This 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:
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
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Leveraged Buffered EURO STOXX 50
®
Index-Linked Notes due 2022
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INVESTMENT THESIS
You
should be willing to forgo interest payments and risk losing your entire investment in exchange for (i) 1.8x leveraged upside participation if the underlier return is positive and (ii) a buffer against loss of principal in the event of a
decline of up to 30% in the final underlier level relative to the initial underlier level.
You could lose all or a portion of your investment if the
underlier return is less than
-30%.
DETERMINING THE CASH SETTLEMENT AMOUNT
At maturity, for each $1,000 face amount, the investor will receive (in each case as a percentage of the face amount):
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if the final underlier level is greater than 100% of the initial underlier level, 100%
plus
180% times the underlier return;
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if the final underlier level is equal to or less than 100% of the initial underlier level but greater than or equal to 70% of the initial underlier level, 100%;
or
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if the final underlier level is less than 70% of the initial underlier level, 100%
minus
approximately 1.4286% for every 1% that the final underlier level
has declined below 70% of the initial underlier level
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If the final underlier level declines by more than 30% from the initial
underlier level, the return on the notes will be negative and the investor could lose their entire investment in the notes.
KEY TERMS
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Issuer:
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GS Finance Corp.
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Guarantor:
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The Goldman Sachs Group, Inc.
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Underlier:
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The EURO STOXX 50
®
Index (Bloomberg symbol, SX5E
Index)
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Face Amount:
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$3,511,000 in the aggregate; each note will have a face amount equal to $1,000
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Trade Date:
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September 14, 2017
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Settlement Date:
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September 19, 2017
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Determination Date:
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September 14, 2022
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Stated Maturity Date:
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September 19, 2022
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Initial Underlier Level:
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3,523.14 (the closing level of the underlier on September 13, 2017)
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Final Underlier Level:
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The closing level of the underlier on the determination date
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Underlier Return:
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The
quotient
of (i) the final underlier level
minus
the initial underlier level
divided by
(ii) the initial underlier level, expressed as a positive or negative
percentage
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Upside Participation Rate:
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180%
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Buffer Level:
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70% of the initial underlier level (equal to an underlier return of
-30%)
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Buffer Amount:
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30%
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Buffer Rate:
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The
quotient
of the initial underlier level
divided
by the buffer level, which equals approximately 142.86%
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CUSIP/ISIN:
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40054LTG9 / US40054LTG94
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PS-3
HYPOTHETICAL PAYMENT AT MATURITY
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Hypothetical Final Underlier
Level (as Percentage of Initial
Underlier Level)
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Hypothetical Cash
Settlement Amount
(as Percentage of Face Amount)
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200.000%
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280.000%
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175.000%
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235.000%
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150.000%
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190.000%
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125.000%
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145.000%
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100.000%
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100.000%
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92.000%
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100.000%
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84.000%
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100.000%
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77.000%
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100.000%
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70.000%
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100.000%
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65.000%
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92.857%
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50.000%
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71.429%
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25.000%
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35.714%
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0.000%
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0.000%
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RISKS
Please read the section entitled Additional Risk Factors Specific to Your Notes of this pricing supplement as well as the risks and considerations
described in the accompanying prospectus dated July 10, 2017, in the accompanying prospectus supplement dated July 10, 2017, under Additional Risk Factors Specific to the Underlier-Linked Notes in the accompanying product
supplement no. 1,738 dated July 10, 2017, and under Additional Risk Factors Specific to the Notes in the accompanying general terms supplement no. 1,734 dated July 10, 2017.
PS-4
SUMMARY INFORMATION
We refer to the notes we are offering by this pricing supplement as the offered notes or the
notes. Each of the offered notes has the terms described below. Please note that in this pricing supplement, references to GS Finance Corp., we, our and us mean only GS Finance Corp.
and do not include its subsidiaries or affiliates, references to The Goldman Sachs Group, Inc., our parent company, mean only The Goldman Sachs Group, Inc. and do not include its subsidiaries or affiliates and references to Goldman
Sachs mean The Goldman Sachs Group, Inc. together with its consolidated subsidiaries and affiliates, including us. Also, references to the accompanying prospectus mean the accompanying prospectus, dated July 10, 2017,
references to the accompanying prospectus supplement mean the accompanying prospectus supplement, dated July 10, 2017, for Medium-Term Notes, Series E, references to the accompanying general terms supplement no.
1,734 mean the accompanying general terms supplement no. 1,734, dated July 10, 2017, and references to the accompanying product supplement no. 1,738 mean the accompanying product supplement no. 1,738, dated July 10, 2017,
in each case of GS Finance Corp. and The Goldman Sachs Group, Inc. The notes will be issued under the senior debt indenture, dated as of October 10, 2008, as supplemented by the First Supplemental Indenture, dated as of February 20, 2015,
each among us, as issuer, The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee. This indenture is referred to as the GSFC 2008 indenture in the accompanying prospectus supplement.
This section is meant as a summary and should be read in conjunction with the section entitled General
Terms of the Underlier-Linked Notes on page
S-35
of the accompanying product supplement no. 1,738 and Supplemental Terms of the Notes on page
S-16
of
the accompanying general terms supplement no. 1,734. Please note that certain features, as noted below, described in the accompanying product supplement no. 1,738 and general terms supplement no. 1,734 are not applicable to the notes. This pricing
supplement supersedes any conflicting provisions of the accompanying product supplement no. 1,738 or the accompanying general terms supplement no. 1,734.
Key Terms
Issuer:
GS Finance Corp.
Guarantor:
The Goldman Sachs Group, Inc.
Underlier:
the EURO STOXX 50
®
Index (Bloomberg symbol, SX5E Index), as sponsored and maintained by STOXX Limited
Specified currency:
U.S. dollars ($)
Terms
to be specified in accordance with the accompanying product supplement no. 1,738:
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type of notes: notes linked to a single underlier
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exchange rates: not applicable
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averaging dates: not applicable
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redemption right or price dependent redemption right: not applicable
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cap level: not applicable
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buffer level: yes, as described below
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interest: not applicable
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Face amount:
each note will have a face amount of $1,000; $3,511,000 in the aggregate for all the offered notes; the aggregate face amount of the offered notes may be increased if the issuer, at its sole option, decides to sell an additional amount of the
offered notes on a date subsequent to the date of this pricing supplement
Purchase at amount other than face amount:
the amount we will pay you
at the stated maturity
date for your notes will not be adjusted based on
the issue price you pay for your notes, so if you
acquire notes at a premium (or discount) to face
amount and hold them to the stated maturity
date, it could affect your investment in a number
of ways. The return on your investment in such
notes will be lower (or higher) than it would have
been had you purchased the notes at face
amount. Also, the stated
buffer level would not offer the same measure of protection to your investment as would be the case if you had purchased the notes at face amount. See Additional
Risk Factors Specific to Your Notes If You
Purchase Your
Notes at a Premium to Face
Amount, the Return on Your Investment Will Be
Lower Than the Return on Notes Purchased at
Face Amount and the Impact of Certain Key
Terms of the Notes Will be Negatively Affected
on
page PS-12 of this pricing supplement.
Supplemental discussion of U.S. federal income tax consequences:
you will be obligated pursuant to the
terms of the notes in the absence of a change in law, an administrative determination or a judicial ruling to the contrary to characterize each note for all tax purposes as a
pre-paid
derivative
contract in respect of the underlier, as described under Supplemental Discussion of Federal Income Tax Consequences on page
S-41
of the accompanying product supplement no. 1,738. Pursuant to this
approach, it is the opinion of Sidley Austin
PS-5
LLP
that upon the sale, exchange or maturity of your notes, it would be reasonable for you to recognize capital gain or loss equal to the difference, if any, between the amount of
cash you receive at such time and your tax basis in your notes. 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 or other disposition of the notes made before January 1, 2019.
Cash settlement amount (on the stated maturity date):
for each $1,000 face amount of your notes, we will pay you on the stated maturity date an amount in
cash equal to:
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if the final underlier level is
greater than
the initial underlier level, the
sum
of (1) $1,000
plus
(2) the
product
of (i)
$1,000
times
(ii) the upside participation rate
times
(iii) the underlier return;
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if the final underlier level is
equal to
or
less than
the initial underlier level but
greater than
or
equal to
the buffer level,
$1,000; or
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if the final underlier level is
less than
the buffer level, the
sum
of (1) $1,000
plus
(2) the product of (i) $1,000
times
(ii) the buffer rate
times
(iii) the
sum
of the underlier return
plus
the buffer amount
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Initial
underlier level:
3,523.14 (the closing level of the underlier on September 13, 2017)
Final underlier level:
the closing level of the
underlier on the determination date, except in the limited circumstances described under Supplemental Terms of the Notes Consequences of a Market Disruption Event or a
Non-Trading
Day on
page
S-23
of the accompanying general terms supplement no. 1,734 and subject to adjustment as provided under Supplemental Terms of the Notes Discontinuance or Modification of an Underlier on
page
S-27
of the accompanying general terms supplement no. 1,734
Underlier return:
the
quotient
of (1) the final underlier level
minus
the initial underlier level
divided
by (2) the initial underlier level, expressed as a percentage
Upside participation rate:
180%
Buffer level:
70% of the initial underlier level
Buffer amount:
30%
Buffer rate:
the
quotient
of the initial underlier level
divided
by the buffer level, which equals approximately 142.86%
Trade date:
September 14, 2017
Original issue date (settlement date):
September 19, 2017
Determination date:
September 14, 2022, subject to adjustment as described under Supplemental Terms of the Notes Determination Date on page
S-17
of the accompanying general terms supplement no. 1,734
Stated maturity date:
September 19,
2022, subject to adjustment as described under Supplemental Terms of the Notes Stated Maturity Date on page
S-16
of the accompanying general terms supplement no. 1,734
No interest:
the offered notes do not bear interest
No
listing:
the offered notes will not be listed on any securities exchange or interdealer quotation system
No redemption:
the offered notes
will not be subject to redemption right or price dependent redemption right
Closing level:
as described under Supplemental Terms of the
Notes Special Calculation Provisions Closing Level on page
S-31
of the accompanying general terms supplement no. 1,734
Business day:
as described under Supplemental Terms of the Notes Special Calculation Provisions Business Day on page
S-30
of the accompanying
general terms supplement no. 1,734
Trading day:
as described under Supplemental Terms of the Notes Special Calculation Provisions
Trading Day on page
S-31
of the accompanying general terms supplement no. 1,734
Use of proceeds
and hedging:
as described under Use of Proceeds and Hedging on page
S-40
of the accompanying product supplement no. 1,738
ERISA:
as described under Employee Retirement Income Security Act on page
S-48
of the accompanying product supplement no. 1,738
Supplemental plan of distribution; conflicts of interest
:
as described under Supplemental Plan of Distribution on page
S-49
of the accompanying product supplement no. 1,738 and Plan of Distribution Conflicts of Interest on page 94 of the accompanying prospectus; GS Finance Corp. estimates that its share of the
total offering expenses, excluding underwriting discounts and commissions, will be approximately $10,000.
PS-6
GS Finance Corp. will sell to Goldman Sachs & Co. LLC (GS&Co.), and GS&Co. will purchase
from GS Finance Corp., the aggregate face amount of the offered notes specified on the front cover of this pricing supplement. GS&Co. proposes initially to offer the notes to the public at the original issue price set forth on the cover page of
this pricing supplement, and to certain securities dealers at such price less a concession not in excess of 0.25% of the face amount. GS&Co. is an affiliate of GS Finance Corp. and The Goldman Sachs Group, Inc. and, as such, will have a
conflict of interest in this offering of 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.
We will deliver the notes against payment therefor in New York, New York on September 19, 2017, which is the third scheduled business day following the date
of this pricing supplement and of the pricing of the notes. Under Rule
15c6-1
of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days,
unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on any date prior to two business days before delivery will be required, by virtue of the fact that the notes will settle in three
business days (T + 3), to specify alternative settlement arrangements to prevent a failed settlement.
We have been advised by GS&Co. that it
intends to make a market in the notes. However, neither GS&Co. nor any of our other affiliates that makes a market is obligated to do so and any of them may stop doing so at any time without notice. No assurance can be given as to the liquidity
or trading market for the notes.
Calculation agent:
GS&Co.
CUSIP no.:
40054LTG9
ISIN no.:
US40054LTG94
FDIC
: the notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank
PS-7
HYPOTHETICAL EXAMPLES
The following table and chart are provided for purposes of illustration only. They should not be taken as an indication or prediction of future investment results
and merely are intended to illustrate the impact that the various hypothetical underlier levels on the determination date could have on the cash settlement amount at maturity assuming all other variables remain constant.
The examples below are based on a range of final underlier levels that are entirely hypothetical; the underlier level on any day throughout the life of the notes,
including the final underlier level on the determination date, cannot be predicted. The underlier has been highly volatile in the past meaning that the underlier level has changed considerably in relatively short periods and its
performance cannot be predicted for any future period.
The information in the following examples reflects hypothetical rates of return on the offered
notes assuming that they are purchased on the original issue date at the face amount and held to the stated maturity date. If you sell your notes in a secondary market prior to the stated maturity date, your return will depend upon the market value
of your notes at the time of sale, which may be affected by a number of factors that are not reflected in the table below, such as interest rates, the volatility of the underlier, the creditworthiness of GS Finance Corp., as issuer, and the
creditworthiness of The Goldman Sachs Group, Inc., as guarantor. In addition, the estimated value of your notes at the time the terms of your notes are set on the trade date (as determined by reference to pricing models used by GS&Co.) is less
than the original issue price of your notes. For more information on the estimated value of your notes, see Additional Risk Factors Specific to Your Notes The Estimated Value of Your Notes At the Time the Terms of Your Notes Are Set On
the Trade Date (as Determined By Reference to Pricing Models Used By GS&Co.) Is Less Than the Original Issue Price Of Your Notes on page PS-11 of this pricing supplement. The information in the table also reflects the key terms and
assumptions in the box below.
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Key Terms and Assumptions
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Face amount
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$1,000
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Upside participation rate
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180%
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Buffer level
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70% of the initial underlier level
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Buffer rate
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approximately 142.86%
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Buffer amount
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30%
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Neither a market disruption event nor a
non-trading
day occurs on the originally scheduled determination date
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No change in or affecting any of the underlier stocks or the method by which the underlier sponsor calculates the underlier
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Notes purchased on original issue date at the face amount and held to the stated maturity date
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For these reasons, the actual performance of the underlier over the life of your notes, as well as the amount payable at
maturity, if any, may bear little relation to the hypothetical examples shown below or to the historical underlier levels shown elsewhere in this pricing supplement. For information about the historical levels of the underlier during recent periods,
see The Underlier Historical Closing Levels of the Underlier below. Before investing in the offered notes, you should consult publicly available information to determine the levels of the underlier between the date of this pricing
supplement and the date of your purchase of the offered notes.
Also, the hypothetical examples shown below do not take into account the effects of
applicable taxes. Because of the U.S. tax treatment applicable to your notes, tax liabilities could affect the
after-tax
rate of return on your notes to a comparatively greater extent than the
after-tax
return on the underlier stocks.
The levels in the left column of the table below represent hypothetical
final underlier levels and are expressed as percentages of the initial underlier level. The amounts in the right column represent the hypothetical cash settlement amounts, based on the corresponding hypothetical final underlier level, and are
expressed as percentages of the face amount of a note (rounded to the nearest
one-thousandth
of a percent). Thus, a hypothetical cash settlement amount of 100.000% means that the value of the cash payment that
we would deliver for each $1,000 of the outstanding face amount of the offered notes on the stated maturity date would equal 100.000% of the face amount of a note, based on the corresponding hypothetical final underlier level and the assumptions
noted above.
PS-8
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Hypothetical Final Underlier Level
(as Percentage of Initial Underlier Level)
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Hypothetical Cash Settlement Amount
(as Percentage of Face Amount)
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200.000%
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280.000%
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175.000%
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235.000%
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150.000%
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190.000%
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125.000%
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145.000%
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100.000%
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100.000%
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92.000%
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100.000%
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84.000%
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100.000%
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77.000%
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100.000%
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70.000%
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100.000%
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65.000%
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92.857%
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50.000%
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71.429%
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25.000%
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35.714%
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0.000%
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0.000%
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If, for example, the final underlier level were determined to be 25.000% of the initial underlier level, the cash settlement amount
that we would deliver on your notes at maturity would be approximately 35.714% of the face amount of your notes, as shown in the table above. As a result, if you purchased your notes on the original issue date at the face amount and held them to the
stated maturity date, you would lose approximately 64.286% of your investment (if you purchased your notes at a premium to face amount you would lose a correspondingly higher percentage of your investment).
If the final underlier level were
determined to be 0.000% of the initial underlier level, you would lose your entire investment in the notes.
The following chart shows a graphical
illustration of the hypothetical cash settlement amounts that we would pay on your notes on the stated maturity date, if the final underlier level were any of the hypothetical levels shown on the horizontal axis. The hypothetical cash settlement
amounts in the chart are expressed as percentages of the face amount of your notes and the hypothetical final underlier levels are expressed as percentages of the initial underlier level. The chart shows that any hypothetical final underlier level
of less than 70.000% (the section left of the 70.000% marker on the horizontal axis) would result in a hypothetical cash settlement amount of less than 100.000% of the face amount of your notes (the section below the 100.000% marker on the vertical
axis) and, accordingly, in a loss of principal to the holder of the notes.
PS-9
The cash settlement amounts shown above are entirely hypothetical; they are based on market prices for the underlier stocks that
may not be achieved on the determination date and on assumptions that may prove to be erroneous. The actual market value of your notes on the stated maturity date or at any other time, including any time you may wish to sell your notes, may bear
little relation to the hypothetical cash settlement amounts shown above, and these amounts should not be viewed as an indication of the financial return on an investment in the offered notes. The hypothetical cash settlement amounts on notes held to
the stated maturity date in the examples above assume you purchased your notes at their face amount and have not been adjusted to reflect the actual issue price you pay for your notes. The return on your investment (whether positive or negative) in
your notes will be affected by the amount you pay for your notes. If you purchase your notes for a price other than the face amount, the return on your investment will differ from, and may be significantly lower than, the hypothetical returns
suggested by the above examples. Please read Additional Risk Factors Specific to the Underlier-Linked Notes The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors on page
S-32
of the accompanying product supplement no. 1,738.
Payments on the notes are economically equivalent to the
amounts that would be paid on a combination of other instruments. For example, payments on the notes are economically equivalent to a combination of an interest-bearing bond bought by the holder and one or more options entered into between the
holder and us (with one or more implicit option premiums paid over time). The discussion in this paragraph does not modify or affect the terms of the notes or the U.S. federal income tax treatment of the notes, as described elsewhere in this pricing
supplement.
We cannot predict the actual final underlier level or what the market value of your notes will be on any
particular trading day, nor can we predict the relationship between the underlier level and the market value of your notes at any time prior to the stated maturity date. The actual amount that you will receive, if any, at maturity and the rate of
return on the offered notes will depend on the actual final underlier level determined by the calculation agent as described above. Moreover, the assumptions on which the hypothetical returns are based may turn out to be inaccurate. Consequently,
the amount of cash to be paid in respect of your notes, if any, on the stated maturity date may be very different from the information reflected in the table and chart above.
PS-10
ADDITIONAL RISK FACTORS SPECIFIC TO YOUR NOTES
An investment in your notes is subject to the risks described below, as well as the risks and considerations
described in the accompanying prospectus, in the accompanying prospectus supplement, under Additional Risk Factors Specific to the Notes in the accompanying general terms supplement no. 1,734 and under Additional Risk Factors
Specific to the Underlier-Linked Notes in the accompanying product supplement no. 1,738. You should carefully review these risks and considerations as well as the terms of the notes described herein and in the accompanying prospectus, the
accompanying prospectus supplement, the accompanying general terms supplement no. 1,734 and the accompanying product supplement no. 1,738. Your notes are a riskier investment than ordinary debt securities. Also, your notes are not equivalent to
investing directly in the underlier stocks, i.e., the stocks comprising the underlier to which your notes are linked. You should carefully consider whether the offered notes are suited to your particular circumstances.
The Estimated Value of Your Notes At the Time the Terms of Your Notes Are Set On the Trade Date (as Determined By Reference to Pricing Models
Used By GS&Co.) Is Less Than the Original Issue Price Of Your Notes
The original issue price for your notes exceeds the estimated value of your
notes as of the time the terms of your notes are set on the trade date, as determined by reference to GS&Co.s pricing models and taking into account our credit spreads. Such estimated value on the trade date is set forth above under
Estimated Value of Your Notes
; after the trade date, the estimated value as determined by reference to these models will be affected by changes in market conditions, the creditworthiness of GS Finance Corp., as issuer, the
creditworthiness of The Goldman Sachs Group, Inc., as guarantor
,
and other relevant factors. The price at which GS&Co. would initially buy or sell your notes (if GS&Co. makes a market, which it is not obligated to do), and the value
that GS&Co. will initially use for account statements and otherwise, also exceeds the estimated value of your notes as determined by reference to these models. As agreed by GS&Co. and the distribution participants, this excess (i.e., the
additional amount described under Estimated Value of Your Notes) will decline to zero on a straight line basis over the period from the date hereof through the applicable date set forth above under Estimated Value of Your
Notes. Thereafter, if GS&Co. buys or sells your notes it will do so at prices that reflect the estimated value determined by reference to such pricing models at that time. The price at which GS&Co. will buy or sell your notes at any
time also will reflect its then current bid and ask spread for similar sized trades of structured notes.
In estimating the value of your notes as of
the time the terms of your notes are set on the trade date, as disclosed above under Estimated Value of Your Notes
, GS&Co.s pricing models consider certain variables, including principally our credit spreads, interest
rates (forecasted, current and historical rates), volatility, price-sensitivity analysis and the time to maturity of the notes. These pricing models are proprietary and rely in part on certain assumptions about future events, which may prove to be
incorrect. As a result, the actual value you would receive if you sold your notes in the secondary market, if any, to others may differ, perhaps materially, from the estimated value of your notes determined by reference to our models due to, among
other things, any differences in pricing models or assumptions used by others. See Additional Risk Factors Specific to the Underlier-Linked Notes The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors on
page
S-32
of the accompanying product supplement no. 1,738.
The difference between the estimated value of your
notes as of the time the terms of your notes are set on the trade date and the original issue price is a result of certain factors, including principally the underwriting discount and commissions, the expenses incurred in creating, documenting and
marketing the notes, and an estimate of the difference between the amounts we pay to GS&Co. and the amounts GS&Co. pays to us in connection with your notes. We pay to GS&Co. amounts based on what we would pay to holders of a
non-structured
note with a similar maturity. In return for such payment, GS&Co. pays to us the amounts we owe under your notes.
In addition to the factors discussed above, the value and quoted price of your notes at any time will reflect many factors and cannot be predicted. If GS&Co. makes a market in the notes, the price quoted by
GS&Co. would reflect any changes in market conditions and other relevant factors, including any deterioration in our creditworthiness or perceived creditworthiness or the creditworthiness or perceived creditworthiness of The Goldman Sachs Group,
Inc. These changes may adversely affect the value of your notes, including the price you may receive for your notes in any market making transaction. To the extent that GS&Co. makes a market in the notes, the quoted price will reflect the
estimated value determined by reference to GS&Co.s pricing models at that time, plus or minus its then current bid and ask spread for similar sized trades of structured notes (and subject to the declining excess amount described above).
Furthermore, if you sell your notes, you will likely be charged a commission for secondary market transactions, or the price will likely reflect a
dealer discount. This commission or discount will further reduce the proceeds you would receive for your notes in a secondary market sale.
There is no
assurance that GS&Co. or any other party will be willing to purchase your notes at any price and, in this regard, GS&Co. is not obligated to make a market in the notes. See Additional Risk Factors Specific to the
PS-11
Underlier-Linked Notes Your Notes May Not Have an Active Trading Market on page
S-31
of the accompanying product supplement no. 1,738.
The Notes Are Subject to the Credit Risk of the Issuer and the Guarantor
Although the return on the notes will be based on the performance of the underlier, the payment of any amount due on the notes is subject to the credit risk of GS
Finance Corp., as issuer of the notes, and the credit risk of The Goldman Sachs Group, Inc. as guarantor of the notes. The notes are our unsecured obligations. Investors are dependent on our ability to pay all amounts due on the notes, and therefore
investors are subject to our credit risk and to changes in the markets view of our creditworthiness. Similarly, investors are dependent on the ability of The Goldman Sachs Group, Inc., as guarantor of the notes, to pay all amounts due on the
notes, and therefore are also subject to its credit risk and to changes in the markets view of its creditworthiness. See Description of the Notes We May Offer Information About Our Medium-Term Notes, Series E Program How
the Notes Rank Against Other Debt on page
S-4
of the accompanying prospectus supplement and Description of Debt Securities We May Offer Guarantee by The Goldman Sachs Group, Inc. on
page 42 of the accompanying prospectus.
The Amount Payable on Your Notes Is Not Linked to the Level of the Underlier at Any Time
Other than the Determination Date
The final underlier level will be based on the closing level of the underlier on the determination date (subject
to adjustment as described elsewhere in this pricing supplement). Therefore, if the closing level of the underlier dropped precipitously on the determination date, the cash settlement amount for your notes may be significantly less than it would
have been had the cash settlement amount been linked to the closing level of the underlier prior to such drop in the level of the underlier. Although the actual level of the underlier on the stated maturity date or at other times during the life of
your notes may be higher than the final underlier level, you will not benefit from the closing level of the underlier at any time other than on the determination date.
You May Lose Your Entire Investment in the Notes
You can lose your entire investment in
the notes. The cash payment on your notes, if any, on the stated maturity date will be based on the performance of the EURO STOXX
50
®
Index as measured from the initial underlier level set on September 13, 2017 to the closing level on the
determination date. If the final underlier level is
less than
the buffer level, you will have a loss for each $1,000 of the face amount of your notes equal to the
product
of (i) the buffer rate
times
(ii) the
sum
of the underlier return
plus
the buffer amount
times
(iii) $1,000. Thus, you may lose your entire investment in the notes, which would include any premium to face amount you paid when you purchased the notes.
Also, the market price of your notes prior to the stated maturity date may be significantly lower than the purchase price you pay for your notes. Consequently, if
you sell your notes before the stated maturity date, you may receive far less than the amount of your investment in the notes.
Your
Notes Do Not Bear Interest
You will not receive any interest payments on your notes. As a result, even if the cash settlement amount payable for
your notes on the stated maturity date exceeds the face amount of your notes, the overall return you earn on your notes may be less than you would have earned by investing in a
non-indexed
debt security of
comparable maturity that bears interest at a prevailing market rate.
You Have No Shareholder Rights or Rights to Receive Any
Underlier Stock
Investing in your notes will not make you a holder of any of the underlier stocks. Neither you nor any other holder or owner of
your notes will have any rights with respect to the underlier stocks, including any voting rights, any right to receive dividends or other distributions, any rights to make a claim against the underlier stocks or any other rights of a holder of the
underlier stocks. Your notes will be paid in cash and you will have no right to receive delivery of any underlier stocks.
We May Sell
an Additional Aggregate Face Amount of the Notes at a Different Issue Price
At our sole option, we may decide to sell an additional aggregate face
amount of the notes subsequent to the date of this pricing supplement. The issue price of the notes in the subsequent sale may differ substantially (higher or lower) from the original issue price you paid as provided on the cover of this pricing
supplement.
If You Purchase Your Notes at a Premium to Face Amount, the Return on Your Investment Will Be Lower Than the Return on
Notes Purchased at Face Amount and the Impact of Certain Key Terms of the Notes Will Be Negatively Affected
The cash settlement amount will not be
adjusted based on the issue price you pay for the notes. If you purchase notes at a price that differs from the face amount of the notes, then the return on your investment in such notes held to the stated maturity date will differ from, and may be
substantially less than, the return on notes purchased at face amount. If you purchase your notes at a premium to face amount and hold them to the stated maturity date, the return on your investment in the notes will be lower than it would have been
had you
PS-12
purchased the notes at face amount or a discount to face amount. In addition, the impact of the buffer level on the return on your investment will depend upon the price you pay for your notes
relative to face amount. For example, if you purchase your notes at a premium to face amount, the buffer level, while still providing some protection for the return on the notes, will allow a greater percentage decrease in your investment in the
notes than would have been the case for notes purchased at face amount or a discount to face amount.
An Investment in the Offered
Notes Is Subject to Risks Associated with Foreign Securities
The value of your notes is linked to an underlier that is comprised of stocks from one
or more foreign securities markets. Investments linked to the value of foreign equity securities involve particular risks. Any foreign securities market may be less liquid, more volatile and affected by global or domestic market developments in
a different way than are the U.S. securities market or other foreign securities markets. Both government intervention in a foreign securities market, either directly or indirectly, and cross-shareholdings in foreign companies, may affect trading
prices and volumes in that market. Also, there is generally less publicly available information about foreign companies than about those U.S. companies that are subject to the reporting requirements of the U.S. Securities and Exchange Commission.
Further, foreign companies are subject to accounting, auditing and financial reporting standards and requirements that differ from those applicable to U.S. reporting companies.
The prices of securities in a foreign country are subject to political, economic, financial and social factors that are unique to such foreign countrys geographical region. These factors include: recent
changes, or the possibility of future changes, in the applicable foreign governments economic and fiscal policies; the possible implementation of, or changes in, currency exchange laws or other laws or restrictions applicable to foreign
companies or investments in foreign equity securities; fluctuations, or the possibility of fluctuations, in currency exchange rates; and the possibility of outbreaks of hostility, political instability, natural disaster or adverse public health
developments. The United Kingdom has voted to leave the European Union (popularly known as Brexit). The effect of Brexit is uncertain, and Brexit has and may continue to contribute to volatility in the prices of securities of companies
located in Europe and currency exchange rates, including the valuation of the euro and British pound in particular. Any one of these factors, or the combination of more than one of these factors, could negatively affect such foreign securities
market and the price of securities therein. Further, geographical regions may react to global factors in different ways, which may cause the prices of securities in a foreign securities market to fluctuate in a way that differs from those of
securities in the U.S. securities market or other foreign securities markets. Foreign economies may also differ from the U.S. economy in important respects, including growth of gross national product, rate of inflation, capital reinvestment,
resources and self-sufficiency, which may have a positive or negative effect on foreign securities prices.
Your Notes May Be Subject
to an Adverse Change in Tax Treatment in the Future
The tax consequences of an investment in your notes are uncertain, both as to the timing and
character of any inclusion in income in respect of your notes.
The Internal Revenue Service announced on December 7, 2007 that it is considering
issuing guidance regarding the proper U.S. federal income tax treatment of an instrument such as your notes, and any such guidance could adversely affect the tax treatment and the value of your notes. Among other things, the Internal Revenue Service
may decide to require the holders to accrue ordinary income on a current basis and recognize ordinary income on payment at maturity, and could subject
non-U.S.
investors to withholding tax. Furthermore, in
2007, legislation was introduced in Congress that, if enacted, would have required holders that acquired instruments such as your notes after the bill was enacted to accrue interest income over the term of such instruments even though there will be
no interest payments over the term of such instruments. It is not possible to predict whether a similar or identical bill will be enacted in the future, or whether any such bill would affect the tax treatment of your notes. We describe these
developments in more detail under Supplemental Discussion of Federal Income Tax Consequences on page
S-41
of the accompanying product supplement no. 1,738. You should consult your tax advisor about
this matter. Except to the extent otherwise provided by law, GS Finance Corp. intends to continue treating the notes for U.S. federal income tax purposes in accordance with the treatment described under Supplemental Discussion of Federal
Income Tax Consequences on page
S-41
of the accompanying product supplement no. 1,738 unless and until such time as Congress, the Treasury Department or the Internal Revenue Service determine that some
other treatment is more appropriate.
United States Alien Holders Should Consider the Withholding Tax Implications of Owning the Notes
The Treasury Department has issued regulations under which amounts paid or deemed paid on certain financial instruments (871(m) financial
instruments) that are treated as attributable to U.S.-source dividends could be treated, in whole or in part depending on the circumstances, as a dividend equivalent payment that is subject to tax at a rate of 30% (or a lower rate
under an applicable treaty), which in the case of any amounts a United States alien holder receives upon the sale, exchange or maturity of the notes, could be collected via withholding. If these regulations were to apply to the notes, we may be
required to withhold such taxes if any U.S.-source dividends are paid on the stocks included in the underlier during the term of the notes. We could also require a United States alien holder to make certifications (e.g., an applicable Internal
Revenue Service Form
W-8)
prior to the
maturity of the notes in order to avoid or minimize withholding obligations, and we could
PS-13
withhold accordingly (subject to the United States alien holders potential right to claim a refund from the Internal Revenue Service) if such certifications were not received or were not
satisfactory. If withholding was required, we would not be required to pay any additional amounts with respect to amounts so withheld. These regulations generally will apply to 871(m) financial instruments (or a combination of financial instruments
treated as having been entered into in connection with each other) issued (or significantly modified and treated as retired and reissued) on or after January 1, 2019, but will also apply to certain 871(m) financial instruments (or a combination
of financial instruments treated as having been entered into in connection with each other) that have a delta (as defined in the applicable Treasury regulations) of one and are issued (or significantly modified and treated as retired and reissued)
on or after January 1, 2017. In addition, these regulations will not apply to financial instruments that reference a qualified index (as defined in the regulations). We have determined that, as of the issue date of your notes, your
notes will not be subject to withholding under these rules. In certain limited circumstances, however, you should be aware that it is possible for United States alien holders to be liable for tax under these rules with respect to a combination of
transactions treated as having been entered into in connection with each other even when no withholding is required. You should consult your tax advisor concerning these regulations, subsequent official guidance and regarding any other possible
alternative characterizations of your notes for U.S. federal income tax purposes.
Foreign Account Tax Compliance Act (FATCA)
Withholding May Apply to Payments on Your Notes, Including as a Result of the Failure of the Bank or Broker Through Which You Hold the Notes to Provide Information to Tax Authorities
Please see the discussion under United States Taxation Taxation of Debt Securities Foreign Account Tax Compliance Act (FATCA) Withholding in the accompanying prospectus for a description
of the applicability of FATCA to payments made on your notes.
PS-14
THE UNDERLIER
The EURO STOXX
50
®
Index is a free-float market capitalization-weighted index of 50 European blue-chip stocks and was created by and is
sponsored and maintained by STOXX Limited. Publication of the EURO STOXX 50
®
Index began on February 26, 1998, based
on an initial index value of 1,000 at December 31, 1991. The level of the EURO STOXX 50
®
Index is disseminated on the
STOXX Limited website. STOXX Limited is under no obligation to continue to publish the index and may discontinue publication of it at any time. Additional information regarding the EURO STOXX 50
®
Index may be obtained from the STOXX Limited website: stoxx.com. We are not incorporating by reference the website or any material it includes in this pricing
supplement.
The top ten constituent stocks of the EURO STOXX 50
®
Index as of September 13, 2017, by weight, are: Total S.A. (4.65%), Siemens AG (4.16%), Sanofi (3.92%), Bayer AG (3.86%), SAP SE (3.85%), Banco Santander S.A.
(3.75%), Allianz SE (3.52%), Unilever N.V. (3.33%), BASF SE (3.31%) and Anheuser-Busch InBev N.V. (3.18%); constituent weights may be found at stoxx.com/download/indices/factsheets/SX5GT.pdf under Factsheets and Methodologies and are
updated periodically.
As of September 13, 2017, the sixteen industry sectors which comprise the EURO STOXX 50
®
Index represent the following weights in the index: Automobiles & Parts (4.92%), Banks (15.91%), Chemicals (8.89%),
Construction & Materials (3.96%), Food & Beverage (4.91%), Health Care (7.44%), Industrial Goods & Services (10.26%), Insurance (6.82%), Media (0.91%), Oil & Gas (6.09%), Personal & Household Goods
(9.32%), Real Estate (0.88%), Retail (2.31%), Technology (7.21%), Telecommunications (4.87%) and Utilities (5.30%); industry weightings may be found at stoxx.com/download/indices/factsheets/SX5GT.pdf under Factsheets and Methodologies
and are updated periodically. Percentages may not sum to 100% due to rounding. Sector designations are determined by the underlier sponsor using criteria it has selected or developed. Index sponsors may use very different standards for determining
sector designations. In addition, many companies operate in a number of sectors, but are listed in only one sector and the basis on which that sector is selected may also differ. As a result, sector comparisons between indices with different index
sponsors may reflect differences in methodology as well as actual differences in the sector composition of the indices.
As of
September 13, 2017, the eight countries which comprise the EURO STOXX 50
®
Index represent the following weights in
the index: Belgium (3.18%), Finland (1.24%), France (35.96%), Germany (32.91%), Ireland (1.04%), Italy (4.87%), Netherlands (10.09%) and Spain (10.73%); country weightings may be found at stoxx.com/download/indices/factsheets/SX5GT.pdf under
Factsheets and Methodologies and are updated periodically.
The above information supplements the description of the
underlier found in the accompanying general terms supplement no. 1,734. This information was derived from information prepared by the underlier sponsor, however, the percentages we have listed above are approximate and may not match the information
available on the underlier sponsors website due to subsequent corporation actions or other activity relating to a particular stock. For more details about the underlier, the underlier sponsor and license agreement between the underlier sponsor
and the issuer, see The Underliers EURO STOXX 50
®
Index on page
S-75
of the accompanying general terms supplement no. 1,734.
The EURO STOXX 50
®
is the intellectual property of STOXX Limited, Zurich, Switzerland and/or its licensors (Licensors), which is used
under license. The securities or other financial instruments based on the index are in no way sponsored, endorsed, sold or promoted by STOXX and its Licensors and neither STOXX nor its Licensors shall have any liability with respect thereto.
PS-15
Historical Closing Levels of the Underlier
The closing level of the underlier has fluctuated in the past and may, in the future, experience significant fluctuations. Any historical upward or downward trend
in the closing level of the underlier during the period shown below is not an indication that the underlier is more or less likely to increase or decrease at any time during the life of your notes.
You should not take the historical levels of the underlier as an indication of the future performance of the underlier.
We cannot give you any assurance
that the future performance of the underlier or the underlier stocks will result in your receiving an amount greater than the outstanding face amount of your notes on the stated maturity date.
Neither we nor any of our affiliates make any representation to you as to the performance of the underlier. Before investing in the offered notes, you should
consult publicly available information to determine the levels of the underlier between the date of this pricing supplement and the date of your purchase of the offered notes. The actual performance of the underlier over the life of the offered
notes, as well as the cash settlement amount, may bear little relation to the historical closing levels shown below.
The graph below shows the daily
historical closing levels of the underlier from September 14, 2007 through September 14, 2017. We obtained the closing levels in the graph below from Bloomberg Financial Services, without independent verification.
PS-16
Historical Performance of the EURO STOXX 50
®
Index
PS-17
VALIDITY OF THE NOTES AND GUARANTEE
In the opinion of Sidley Austin
LLP
, as counsel to GS Finance Corp. and The Goldman Sachs Group, Inc., when the notes offered by this pricing
supplement have been executed and issued by GS Finance Corp., the related guarantee offered by this pricing supplement has been executed and issued by The Goldman Sachs Group, Inc., and such notes have been authenticated by the trustee pursuant to
the indenture, and such notes and the guarantee have been delivered against payment as contemplated herein, (a) such notes will be valid and binding obligations of GS Finance Corp., enforceable in accordance with their terms, subject to
applicable bankruptcy, insolvency and similar laws affecting creditors rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the
lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above and (b) such related guarantee will be
a valid and binding obligation of The Goldman Sachs Group, Inc., enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors rights generally, concepts of reasonableness and
equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such 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 trustees authorization, execution and delivery of the indenture and the genuineness of signatures and certain factual matters, all as stated in the
letter of such counsel dated July 10, 2017, which has been filed as Exhibit 5.6 to the registration statement on Form
S-3
filed with the Securities and Exchange Commission by GS Finance Corp. and The
Goldman Sachs Group, Inc. on July 10, 2017.
PS-18
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 product supplement no. 1,738, the accompanying general terms supplement no. 1,734, 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 product supplement no. 1,738, the accompanying general terms supplement no. 1,734,
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 product supplement no. 1,738, the accompanying general terms supplement no. 1,734, the accompanying prospectus supplement and the accompanying prospectus is current only as of the respective dates of such documents.
TABLE OF CONTENTS
Pricing Supplement
|
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Page
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Summary Information
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PS-5
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|
Hypothetical Examples
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|
PS-8
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Additional Risk Factors Specific to Your Notes
|
|
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PS-11
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The Underlier
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PS-15
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Validity of the Notes and Guarantee
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PS-18
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Product Supplement No. 1,738 dated July 10, 2017
|
|
Summary Information
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S-1
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Hypothetical Returns on the Underlier-Linked Notes
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|
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S-10
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Additional Risk Factors Specific to the Underlier-Linked Notes
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S-30
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General Terms of the Underlier-Linked Notes
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S-35
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Use of Proceeds
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S-40
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Hedging
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S-40
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Supplemental Discussion of Federal Income Tax Consequences
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S-41
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Employee Retirement Income Security Act
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S-48
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Supplemental Plan of Distribution
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S-49
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Conflicts of Interest
|
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S-52
|
|
|
General Terms Supplement No. 1,734 dated July 10, 2017
|
|
Additional Risk Factors Specific to the Notes
|
|
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S-1
|
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Supplemental Terms of the Notes
|
|
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S-16
|
|
The Underliers
|
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S-36
|
|
S&P 500
®
Index
|
|
|
S-40
|
|
MSCI Indices
|
|
|
S-46
|
|
Hang Seng China Enterprises Index
|
|
|
S-55
|
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Russell
2000
®
Index
|
|
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S-61
|
|
FTSE
®
100
Index
|
|
|
S-69
|
|
EURO STOXX
50
®
Index
|
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S-75
|
|
TOPIX
|
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S-82
|
|
The Dow Jones Industrial Average
|
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S-87
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The iShares
®
MSCI Emerging Markets ETF
|
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S-91
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Use of Proceeds
|
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S-94
|
|
Hedging
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S-94
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Employee Retirement Income Security Act
|
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S-95
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Supplemental Plan of Distribution
|
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S-96
|
|
Conflicts of Interest
|
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S-98
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Prospectus Supplement dated July 10, 2017
|
|
Use of Proceeds
|
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S-2
|
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Description of Notes We May Offer
|
|
|
S-3
|
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Considerations Relating to Indexed Notes
|
|
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S-15
|
|
United States Taxation
|
|
|
S-18
|
|
Employee Retirement Income Security Act
|
|
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S-19
|
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Supplemental Plan of Distribution
|
|
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S-20
|
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Validity of the Notes and Guarantees
|
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S-21
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Prospectus dated July 10, 2017
|
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Available Information
|
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2
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Prospectus Summary
|
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4
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Risks Relating to Regulatory Resolution Strategies and Long-Term Debt Requirements
|
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8
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Use of Proceeds
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|
11
|
|
Description of Debt Securities We May Offer
|
|
|
12
|
|
Description of Warrants We May Offer
|
|
|
45
|
|
Description of Units We May Offer
|
|
|
60
|
|
GS Finance Corp.
|
|
|
65
|
|
Legal Ownership and Book-Entry Issuance
|
|
|
67
|
|
Considerations Relating to Floating Rate Debt Securities
|
|
|
72
|
|
Considerations Relating to Indexed Securities
|
|
|
73
|
|
Considerations Relating to Securities Denominated or Payable in or Linked to a
Non-U.S.
Dollar
Currency
|
|
|
74
|
|
United States Taxation
|
|
|
77
|
|
Plan of Distribution
|
|
|
92
|
|
Conflicts of Interest
|
|
|
94
|
|
Employee Retirement Income Security Act
|
|
|
95
|
|
Validity of the Securities and Guarantees
|
|
|
95
|
|
Experts
|
|
|
96
|
|
Review of Unaudited Condensed Consolidated Financial Statements by Independent Registered Public Accounting Firm
|
|
|
96
|
|
Cautionary Statement Pursuant to the Private Securities Litigation Reform Act of 1995
|
|
|
96
|
|
$3,511,000
GS Finance Corp.
Leveraged Buffered EURO STOXX 50
®
Index-Linked Notes due 2022
guaranteed by
The Goldman Sachs Group, Inc.
Goldman Sachs & Co. LLC
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