UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-14965

The Goldman Sachs Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware 13-4019460

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

200 West Street, New York, NY 10282

(Address of principal executive offices) (Zip Code)

(212) 902-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Exchange

on which

registered

Common stock, par value $.01 per share

GS

NYSE

Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series A

GS PrA

NYSE

Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series C

GS PrC

NYSE

Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series D

GS PrD

NYSE

Depositary Shares, Each Representing 1/1,000th Interest in a Share of 6.375% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series K

GS PrK

NYSE

5.793% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital II

GS/43PE

NYSE

Floating Rate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital III

GS/43PF

NYSE

Medium-Term Notes, Series F, Callable Fixed and Floating Rate Notes due March 2031 of GS Finance Corp.

GS/31B

NYSE

Medium-Term Notes, Series F, Callable Fixed and Floating Rate Notes due May 2031 of GS Finance Corp.

GS/31X

NYSE

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the

preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90

days. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth

company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the

Exchange Act.

Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised

financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

As of April 19, 2024, there were 322,463,497 shares of the registrant’s common stock outstanding.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2024

INDEX

Form 10-Q Item Number

Page No.

PART I

 

FINANCIAL INFORMATION

1

Item 1

 

Financial Statements (Unaudited)

1

Consolidated Statements of Earnings

1

Consolidated Statements of Comprehensive Income

1

Consolidated Balance Sheets

2

Consolidated Statements of Changes in Shareholders’ Equity

3

Consolidated Statements of Cash Flows

4

Notes to Consolidated Financial Statements

5

Note 1. Description of Business

5

Note 2. Basis of Presentation

6

Note 3. Significant Accounting Policies

6

Note 4. Fair Value Measurements

12

Note 5. Fair Value Hierarchy

17

Note 6. Trading Assets and Liabilities

31

Note 7. Derivatives and Hedging Activities

32

Note 8. Investments

38

Note 9. Loans

41

Note 10. Fair Value Option

50

Note 11. Collateralized Agreements and Financings

52

Note 12. Other Assets

56

Note 13. Deposits

58

Note 14. Unsecured Borrowings

59

Note 15. Other Liabilities

61

Note 16. Securitization Activities

62

Note 17. Variable Interest Entities

64

Note 18. Commitments, Contingencies and Guarantees

68

Note 19. Shareholders’ Equity

72

Note 20. Regulation and Capital Adequacy

75

Note 22. Transactions with Affiliated Funds

81

Note 23. Interest Income and Interest Expense

82

 

82

Note 24. Income Taxes

83

Note 25. Business Segments

 

Note 26. Credit Concentrations

85

Note 27. Legal Proceedings

85

Note 21. Earnings Per Common Share 81

 

Page No.

Report of Independent Registered Public Accounting Firm

98

Statistical Disclosures

99

Item 2

Management’s Discussion and Analysis of Financial Condition

and Results of Operations 101

Introduction 101

Executive Overview 101

Business Environment 102

Critical Accounting Policies 102

Use of Estimates 104

Recent Accounting Developments 105

Results of Operations 106

Balance Sheet and Funding Sources 121

Capital Management and Regulatory Capital 124

Regulatory and Other Matters 130

Off-Balance Sheet Arrangements 130

Risk Management 131

Overview and Structure of Risk Management 131

Liquidity Risk Management 135

Market Risk Management 142

Credit Risk Management 147

Operational Risk Management 156

Cybersecurity Risk Management 158

Model Risk Management 159

Other Risk Management 160

Available Information 162

Forward-Looking Statements 162

Item 3

Quantitative and Qualitative Disclosures About Market Risk 166

Item 4

Controls and Procedures 166

PART II

OTHER INFORMATION 166

Item 1

Legal Proceedings 166

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds 166

Item 5

Other Information 166

Item 6

Exhibits 167

SIGNATURES 167

Goldman Sachs March 2024 Form 10-Q

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Earnings

(Unaudited)

 

Three Months

Ended March

in millions, except per share amounts

2024

2023

Revenues

  

Investment banking

$ 2,085

$ 1,578

Investment management

2,491

2,289

Commissions and fees

1,077

1,088

Market making

5,992

5,433

Other principal transactions

960

55

Total non-interest revenues

12,605

10,443

Interest income

19,555

14,938

Interest expense

17,947

13,157

Net interest income

1,608

1,781

Total net revenues

14,213

12,224

Provision for credit losses

318

(171)

Operating expenses

  

Compensation and benefits

4,585

4,090

Transaction based

1,497

1,405

Market development

153

172

Communications and technology

470

466

Depreciation and amortization

627

970

Occupancy

247

265

Professional fees

384

383

Other expenses

695

651

Total operating expenses

8,658

8,402

Pre-tax earnings

5,237

3,993

Provision for taxes

1,105

759

Net earnings

4,132

3,234

Preferred stock dividends

201

147

Net earnings applicable to common shareholders

$ 3,931

$ 3,087

Earnings per common share

  

Basic

$ 11.67

$ 8.87

Diluted

$ 11.58

$ 8.79

Average common shares

  

Basic

335.6

346.6

Diluted

339.5

351.3

Consolidated Statements of Comprehensive Income

(Unaudited)

 

Three Months

Ended March

$ in millions

2024

2023

Net earnings

$ 4,132

$ 3,234

Other comprehensive income/(loss) adjustments, net of tax:

  

Currency translation

26

(31)

Debt valuation adjustment

(556)

(1)

Pension and postretirement liabilities

16

14

Available-for-sale securities

115

427

Other comprehensive income/(loss)

(399)

409

Comprehensive income

$ 3,733

$ 3,643

The accompanying notes are an integral part of these consolidated financial statements.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

  • 1 Goldman Sachs March 2024 Form 10-Q
     

    As of

    $ in millions

    March 2024

    December 2023

    Assets

      

    Cash and cash equivalents

    $ 209,385

    $ 241,577

    Collateralized agreements:

      

    Securities purchased under agreements to resell (includes $231,655 and $223,543 at fair value)

    231,918

    223,805

    Securities borrowed (includes $48,624 and $44,930 at fair value)

    214,913

    199,420

    Customer and other receivables (includes $23 and $23 at fair value)

    160,419

    132,495

    Trading assets (at fair value and includes $113,748 and $110,567 pledged as collateral)

    507,718

    477,510

    Investments (includes $81,777 and $75,767 at fair value)

    154,900

    146,839

    Loans (net of allowance of $4,902 and $5,050, and includes $6,123 and $6,506 at fair value)

    183,934

    183,358

    Other assets (includes $248 and $366 at fair value)

    35,253

    36,590

    Total assets

    $ 1,698,440

    $ 1,641,594

    Liabilities and shareholders’ equity

      

    Deposits (includes $31,370 and $29,460 at fair value)

    $ 440,662

    $ 428,417

    Collateralized financings:

      

    Securities sold under agreements to repurchase (at fair value)

    267,479

    249,887

    Securities loaned (includes $10,289 and $8,934 at fair value)

    66,261

    60,483

    Other secured financings (includes $14,798 and $12,554 at fair value)

    15,052

    13,194

    Customer and other payables

    256,662

    230,728

    Trading liabilities (at fair value)

    201,142

    200,355

    Unsecured short-term borrowings (includes $50,017 and $46,127 at fair value)

    78,603

    75,945

    Unsecured long-term borrowings (includes $87,142 and $86,410 at fair value)

    233,919

    241,877

    Other liabilities (includes $150 and $266 at fair value)

    20,114

    23,803

    Total liabilities

    1,579,894

    1,524,689

    Commitments, contingencies and guarantees

      

    Shareholders’ equity

      

    Preferred stock; aggregate liquidation preference of $11,203 and $11,203

    11,203

    11,203

    Common stock; 927,253,617 and 922,895,030 shares issued, and 324,014,481 and 323,376,354 shares outstanding

    9

    9

    Share-based awards

    4,564

    5,121

    Nonvoting common stock; no shares issued and outstanding

    Additional paid-in capital

    61,314

    60,247

    Retained earnings

    146,690

    143,688

    Accumulated other comprehensive loss

    (3,317)

    (2,918)

    Stock held in treasury, at cost; 603,239,138 and 599,518,678 shares

    (101,917)

    (100,445)

    Total shareholders’ equity

    118,546

    116,905

    Total liabilities and shareholders’ equity

    $ 1,698,440

    $ 1,641,594

The accompanying notes are an integral part of these consolidated financial statements.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 2

 

Three Months

Ended March

$ in millions

2024

2023

Preferred stock

  

Beginning balance

$ 11,203

$ 10,703

Issued

Ending balance

11,203

10,703

Common stock

  

Beginning balance

9

9

Issued

Ending balance

9

9

Share-based awards

  

Beginning balance

5,121

5,696

Issuance and amortization of share-based awards

1,845

1,523

Delivery of common stock underlying share-based awards

(2,339)

(2,377)

Forfeiture of share-based awards

(63)

(19)

Ending balance

4,564

4,823

Additional paid-in capital

  

Beginning balance

60,247

59,050

Delivery of common stock underlying share-based awards

2,319

2,372

Cancellation of share-based awards in satisfaction of withholding tax requirements

(1,252)

(1,279)

Ending balance

61,314

60,143

Retained earnings

  

Beginning balance

143,688

139,372

Net earnings

4,132

3,234

Dividends and dividend equivalents declared on common stock and share-based awards

(929)

(868)

Dividends declared on preferred stock

(201)

(147)

Ending balance

146,690

141,591

Accumulated other comprehensive income/(loss)

  

Beginning balance

(2,918)

(3,010)

Other comprehensive income/(loss)

(399)

409

Ending balance

(3,317)

(2,601)

Stock held in treasury, at cost

  

Beginning balance

(100,445)

(94,631)

Repurchased

(1,500)

(2,546)

Reissued

33

28

Other

(5)

(10)

Ending balance

(101,917)

(97,159)

Total shareholders’ equity

$ 118,546

$ 117,509

The accompanying notes are an integral part of these consolidated financial statements.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Shareholders’ Equity

(Unaudited)

  • 3 Goldman Sachs March 2024 Form 10-Q
     

    Three Months

    Ended March

    $ in millions

    2024

    2023

    Cash flows from operating activities

      

    Net earnings

    $ 4,132

    $ 3,234

    Adjustments to reconcile net earnings to net cash provided by/(used for) operating activities

      

    Depreciation and amortization

    627

    970

    Deferred income taxes

    60

    76

    Share-based compensation

    1,844

    1,541

    Provision for credit losses

    318

    (171)

    Changes in operating assets and liabilities:

      

    Customer and other receivables and payables, net

    (1,807)

    (4,930)

    Collateralized transactions (excluding other secured financings), net

    (236)

    111,460

    Trading assets

    (30,120)

    (100,066)

    Trading liabilities

    800

    2,172

    Loans held for sale, net

    (301)

    1,236

    Other, net

    (3,355)

    (6,118)

    Net cash provided by/(used for) operating activities

    (28,038)

    9,404

    Cash flows from investing activities

      

    Purchase of property, leasehold improvements and equipment

    (497)

    (597)

    Proceeds from sales of property, leasehold improvements and equipment

    399

    417

    Net cash received from business dispositions

    3,622

    Purchase of investments

    (25,239)

    (10,461)

    Proceeds from sales and paydowns of investments

    17,664

    8,166

    Loans (excluding loans held for sale), net

    (3,929)

    497

    Net cash used for investing activities

    (7,980)

    (1,978)

    Cash flows from financing activities

      

    Unsecured short-term borrowings, net

    6,274

    3,648

    Other secured financings (short-term), net

    495

    4,230

    Proceeds from issuance of other secured financings (long-term)

    2,201

    854

    Repayment of other secured financings (long-term), including the current portion

    (627)

    (745)

    Proceeds from issuance of unsecured long-term borrowings

    13,335

    8,022

    Repayment of unsecured long-term borrowings, including the current portion

    (23,106)

    (21,266)

    Derivative contracts with a financing element, net

    (13)

    636

    Deposits, net

    12,146

    (11,442)

    Common stock repurchased

    (1,500)

    (2,546)

    Settlement of share-based awards in satisfaction of withholding tax requirements

    (1,252)

    (1,279)

    Dividends and dividend equivalents paid on common stock, preferred stock and share-based awards

    (1,123)

    (1,013)

    Net cash provided by/(used for) financing activities

    7,171

    (20,544)

    Effect of exchange rate changes on cash and cash equivalents

    (3,345)

    620

    Net decrease in cash and cash equivalents

    (32,192)

    (12,498)

    Cash and cash equivalents, beginning balance

    241,577

    241,825

    Cash and cash equivalents, ending balance

    $ 209,385

    $ 229,327

    Supplemental disclosures:

      

    Cash payments for interest, net of capitalized interest

    $ 16,905

    $ 13,082

    Cash payments for income taxes, net

    $ 525

    $ 459

Other financing, net 341 357

See Notes 9 and 16 for information about non-cash activities.

The accompanying notes are an integral part of these consolidated financial statements.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 4

Note 1.

Description of Business

The Goldman Sachs Group, Inc. (Group Inc. or parent

company), a Delaware corporation, together with its

consolidated subsidiaries (collectively, the firm), is a leading

global financial institution that delivers a broad range of

financial services to a large and diversified client base that

includes corporations, financial institutions, governments

and individuals. Founded in 1869, the firm is headquartered

in New York and maintains offices in all major financial

centers around the world.

The firm manages and reports its activities in the following

three business segments:

Global Banking & Markets

The firm provides a broad range of services to a diverse

group of corporations, financial institutions, investment

funds and governments. Services include strategic advisory

assignments with respect to mergers and acquisitions,

divestitures, corporate defense activities, restructurings and

spin-offs, and equity and debt underwriting of public

offerings and private placements. The firm facilitates client

transactions and makes markets in fixed income, equity,

currency and commodity products. In addition, the firm

makes markets in and clears institutional client transactions

on major stock, options and futures exchanges worldwide

and provides prime financing (including securities lending,

margin lending and swaps), portfolio financing and other

types of equity financing (including securities-based loans to

individuals). The firm also provides lending to corporate

clients, including through relationship lending and

acquisition financing, and secured lending, through

structured credit and asset-backed lending. In addition, the

firm provides commodity financing to clients through

structured transactions and also provides financing through

securities purchased under agreements to resell (resale

agreements). The firm also makes equity and debt

investments related to Global Banking & Markets activities.

Asset & Wealth Management

The firm manages assets and offers investment products

across all major asset classes to a diverse set of clients, both

institutional and individuals, including through a network of

third-party distributors around the world. The firm also

provides investing and wealth advisory solutions, including

financial planning and counseling, and executing brokerage

transactions for wealth management clients. The firm issues

loans to wealth management clients and accepts deposits

through its consumer banking digital platform, Marcus by

Goldman Sachs (Marcus), and through its private bank. The

firm makes equity investments, which include investing

activities related to public and private equity investments in

corporate, real estate and infrastructure assets, as well as

investments through consolidated investment entities (CIEs),

substantially all of which are engaged in real estate

investment activities. The firm also invests in debt

instruments and engages in lending activities to middle-

market clients, and provides financing for real estate and

other assets.

Platform Solutions

The firm issues credit cards through partnership

arrangements, accepts deposits from Apple Card customers

and provides transaction banking and other services,

including cash management services, such as deposit-taking

and payment solutions for corporate and institutional clients.

During the first quarter of 2024, the firm completed the sale

of GreenSky Holdings, LLC (GreenSky). The firm has also

entered into an agreement with General Motors (GM)

regarding a process to transition the GM credit card program

to another issuer to be selected by GM.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 5 Goldman Sachs March 2024 Form 10-Q

Note 2.

Basis of Presentation

These consolidated financial statements are prepared in

accordance with accounting principles generally accepted in

the United States (U.S. GAAP) and include the accounts of

Group Inc. and all other entities in which the firm has a

controlling financial interest. Intercompany transactions and

balances have been eliminated.

These consolidated financial statements are unaudited and

should be read in conjunction with the audited consolidated

financial statements included in the firm’s Annual Report on

Form 10-K for the year ended December 31, 2023. References

to “the 2023 Form 10-K” are to the firm’s Annual Report on

Form 10-K for the year ended December 31, 2023. Certain

disclosures included in the annual financial statements have

been condensed or omitted from these financial statements as

they are not required for interim financial statements under

U.S. GAAP and the rules of the SEC.

These unaudited consolidated financial statements reflect all

adjustments that are, in the opinion of management,

necessary for a fair statement of the results for the interim

periods presented. These adjustments are of a normal,

recurring nature. Interim period operating results may not be

indicative of the operating results for a full year.

All references to March 2024 and March 2023 refer to the

firm’s periods ended, or the dates, as the context requires,

March 31, 2024 and March 31, 2023, respectively. All

references to December 2023 refer to the date December 31,

2023. Any reference to a future year refers to a year ending

on December 31 of that year. Certain reclassifications have

been made to previously reported amounts to conform to the

current presentation.

Note 3.

Significant Accounting Policies

The firm’s significant accounting policies include when and

how to measure the fair value of assets and liabilities,

measuring the allowance for credit losses on loans and

lending commitments accounted for at amortized cost, and

when to consolidate an entity. See Note 4 for policies on fair

value measurements, Note 9 for policies on the allowance for

credit losses, and below and Note 17 for policies on

consolidation accounting. All other significant accounting

policies are either described below or included in the

following footnotes:

Fair Value Measurements

Note 4

Fair Value Hierarchy

Note 5

Trading Assets and Liabilities

Note 6

Derivatives and Hedging Activities

Note 7

Investments

Note 8

Loans

Note 9

Fair Value Option

Note 10

Collateralized Agreements and Financings

Note 11

Other Assets

Note 12

Deposits

Note 13

Unsecured Borrowings

Note 14

Other Liabilities

Note 15

Securitization Activities

Note 16

Variable Interest Entities

Note 17

Commitments, Contingencies and Guarantees

Note 18

Shareholders’ Equity

Note 19

Regulation and Capital Adequacy

Note 20

Earnings Per Common Share

Note 21

Transactions with Affiliated Funds

Note 22

Interest Income and Interest Expense

Note 23

Income Taxes

Note 24

Business Segments

Note 25

Credit Concentrations

Note 26

Legal Proceedings

Note 27

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 6

Consolidation

The firm consolidates entities in which the firm has a

controlling financial interest. The firm determines whether it

has a controlling financial interest in an entity by first

evaluating whether the entity is a voting interest entity or a

variable interest entity (VIE).

Voting Interest Entities. Voting interest entities are entities

in which (i) the total equity investment at risk is sufficient to

enable the entity to finance its activities independently and

  • (ii) the equity holders have the power to direct the activities

of the entity that most significantly impact its economic

performance, the obligation to absorb the losses of the entity

and the right to receive the residual returns of the entity. The

usual condition for a controlling financial interest in a voting

interest entity is ownership of a majority voting interest. If

the firm has a controlling majority voting interest in a voting

interest entity, the entity is consolidated.

Variable Interest Entities. A VIE is an entity that lacks one

or more of the characteristics of a voting interest entity. The

firm has a controlling financial interest in a VIE when the

firm has a variable interest or interests that provide it with (i)

the power to direct the activities of the VIE that most

significantly impact the VIE’s economic performance and (ii)

the obligation to absorb losses of the VIE or the right to

receive benefits from the VIE that could potentially be

significant to the VIE. See Note 17 for further information

about VIEs.

Equity-Method Investments. When the firm does not have

a controlling financial interest in an entity but can exert

significant influence over the entity’s operating and financial

policies, the investment is generally accounted for at fair

value by electing the fair value option available under U.S.

GAAP. Significant influence generally exists when the firm

owns 20% to 50% of the entity’s common stock or in-

substance common stock.

In certain cases, the firm applies the equity method of

accounting to new investments that are strategic in nature or

closely related to the firm’s principal business activities,

when the firm has a significant degree of involvement in the

cash flows or operations of the investee or when cost-benefit

considerations are less significant. See Note 8 for further

information about equity-method investments.

Investment Funds. The firm has formed investment funds

with third-party investors. These funds are typically

organized as limited partnerships or limited liability

companies for which the firm acts as general partner or

manager. Generally, the firm does not hold a majority of the

economic interests in these funds. These funds are usually

voting interest entities and generally are not consolidated

because third-party investors typically have rights to

terminate the funds or to remove the firm as general partner

or manager. Investments in these funds are generally

measured at net asset value (NAV) and are included in

investments. See Notes 8, 18 and 22 for further information

about investments in funds.

Use of Estimates

Preparation of these consolidated financial statements

requires management to make certain estimates and

assumptions, the most important of which relate to fair value

measurements, the allowance for credit losses on loans and

lending commitments accounted for at amortized cost,

discretionary compensation accruals, accounting for

goodwill and identifiable intangible assets, provisions for

losses that may arise from litigation and regulatory

proceedings (including governmental investigations), and

accounting for income taxes. These estimates and

assumptions are based on the best available information, but

actual results could be materially different.

Revenue Recognition

Financial Assets and Liabilities at Fair Value. Trading

assets and liabilities and certain investments are carried at

fair value either under the fair value option or in accordance

with other U.S. GAAP. In addition, the firm has elected to

account for certain of its loans and other financial assets and

liabilities at fair value by electing the fair value option. The

fair value of a financial instrument is the amount that would

be received to sell an asset or paid to transfer a liability in an

orderly transaction between market participants at the

measurement date. Financial assets are marked to bid prices

and financial liabilities are marked to offer prices. Fair value

measurements do not include transaction costs. Fair value

gains or losses are generally included in market making or

other principal transactions. See Note 4 for further

information about fair value measurements.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 7 Goldman Sachs March 2024 Form 10-Q

Revenue from Contracts with Clients. The firm

recognizes revenue earned from contracts with clients for

services, such as investment banking, investment

management, and execution and clearing (contracts with

clients), when the performance obligations related to the

underlying transaction are completed.

Revenues from contracts with clients represent

approximately 40% of total non-interest revenues for the

three months ended March 2024 (including approximately

85% of investment banking revenues, approximately 95% of

investment management revenues and all commissions and

fees), and approximately 45% of total non-interest revenues

for the three months ended March 2023 (including

approximately 85% of investment banking revenues,

approximately 95% of investment management revenues and

all commissions and fees). See Note 25 for information about

net revenues by business segment.

Investment Banking

Advisory. Fees from financial advisory assignments are

recognized in revenues when the services related to the

underlying transaction are completed under the terms of the

assignment. Non-refundable deposits and milestone

payments in connection with financial advisory assignments

are recognized in revenues upon completion of the

underlying transaction or when the assignment is otherwise

concluded.

Expenses associated with financial advisory assignments are

recognized when incurred and are included in transaction

based expenses. Client reimbursements for such expenses are

included in investment banking revenues.

Underwriting. Fees from underwriting assignments are

recognized in revenues upon completion of the underlying

transaction based on the terms of the assignment.

Expenses associated with underwriting assignments are

generally deferred until the related revenue is recognized or

the assignment is otherwise concluded. Such expenses are

included in transaction based expenses for completed

assignments.

Investment Management

The firm earns management fees and incentive fees for

investment management services, which are included in

investment management revenues. The firm makes payments

to brokers and advisors related to the placement of the firm’s

investment funds (distribution fees), which are included in

transaction based expenses.

Management Fees. Management fees for mutual funds are

calculated as a percentage of daily NAV and are received

monthly. Management fees for hedge funds are calculated as

a percentage of month-end NAV and are generally received

quarterly. Management fees for separately managed accounts

are calculated as a percentage of either the daily or monthly

NAV and are received quarterly. Management fees for

private equity funds are calculated as a percentage of

monthly invested capital or committed capital and are

received quarterly, semi-annually or annually, depending on

the fund. Management fees are recognized over time in the

period the services are provided.

Distribution fees paid by the firm are calculated based on

either a percentage of the management fee, the investment

fund’s NAV or the committed capital. Such fees are included

in transaction based expenses.

Incentive Fees. Incentive fees are calculated as a percentage

of a fund’s or separately managed account’s return, or excess

return above a specified benchmark or other performance

target. Incentive fees are generally based on investment

performance over a twelve-month period or over the life of a

fund. Fees that are based on performance over a twelve-

month period are subject to adjustment prior to the end of

the measurement period. For fees that are based on

investment performance over the life of the fund, future

investment underperformance may require fees previously

distributed to the firm to be returned to the fund.

Incentive fees earned from a fund or separately managed

account are recognized when it is probable that a significant

reversal of such fees will not occur, which is generally when

such fees are no longer subject to fluctuations in the market

value of investments held by the fund or separately managed

account. Therefore, incentive fees recognized during the

period may relate to performance obligations satisfied in

previous periods.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 8

Commissions and Fees

The firm earns substantially all commissions and fees from

executing and clearing client transactions on stock, options

and futures markets, as well as over-the-counter (OTC)

transactions. Commissions and fees are recognized on the

day the trade is executed. The firm also provides third-party

research services to clients in connection with certain soft-

dollar arrangements. Third-party research costs incurred by

the firm in connection with such arrangements are presented

net within commissions and fees.

Remaining Performance Obligations

Remaining performance obligations are services that the firm

has committed to perform in the future in connection with its

contracts with clients. The firm’s remaining performance

obligations are generally related to its financial advisory

assignments and certain investment management activities.

Revenues associated with remaining performance obligations

relating to financial advisory assignments cannot be

determined until the outcome of the transaction. For the

firm’s investment management activities, where fees are

calculated based on the NAV of the fund or separately

managed account, future revenues associated with such

remaining performance obligations cannot be determined as

such fees are subject to fluctuations in the market value of

investments held by the fund or separately managed account.

The firm is able to determine the future revenues associated

with management fees calculated based on committed

capital. As of March 2024, substantially all future net

revenues associated with such remaining performance

obligations will be recognized through 2032. Annual

revenues associated with such performance obligations

average less than $300 million through 2032.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales when

the firm has relinquished control over the assets transferred.

For transfers of financial assets accounted for as sales, any

gains or losses are recognized in net revenues. Assets or

liabilities that arise from the firm’s continuing involvement

with transferred financial assets are initially recognized at

fair value. For transfers of financial assets that are not

accounted for as sales, the assets are generally included in

trading assets and the transfer is accounted for as a

collateralized financing, with the related interest expense

recognized over the life of the transaction. See Note 11 for

further information about transfers of financial assets

accounted for as collateralized financings and Note 16 for

further information about transfers of financial assets

accounted for as sales.

Cash and Cash Equivalents

The firm defines cash equivalents as highly liquid overnight

deposits held in the ordinary course of business. Cash and

cash equivalents included cash and due from banks of $6.82

billion as of March 2024 and $7.93 billion as of December

2023. Cash and cash equivalents also included interest-

bearing deposits with banks of $202.57 billion as of March

2024 and $233.65 billion as of December 2023.

The firm segregates cash for regulatory and other purposes

related to client activity. Cash and cash equivalents

segregated for regulatory and other purposes were $14.76

billion as of March 2024 and $17.08 billion as of December

2023. In addition, the firm segregates securities for regulatory

and other purposes related to client activity. See Note 11 for

further information about segregated securities.

Customer and Other Receivables

Customer and other receivables included receivables from

customers and counterparties of $103.65 billion as of March

2024 and $90.16 billion as of December 2023, and receivables

from brokers, dealers and clearing organizations of $56.77

billion as of March 2024 and $42.33 billion as of December

2023. Such receivables primarily consist of customer margin

loans, collateral posted in connection with certain derivative

transactions, and receivables resulting from unsettled

transactions.

Substantially all of these receivables are accounted for at

amortized cost net of any allowance for credit losses, which

generally approximates fair value. As these receivables are

not accounted for at fair value, they are not included in the

firm’s fair value hierarchy in Notes 4 and 5. Had these

receivables been included in the firm’s fair value hierarchy,

substantially all would have been classified in level 2 as of

both March 2024 and December 2023. See Note 10 for

further information about customer and other receivables

accounted for at fair value under the fair value option.

Interest on customer and other receivables is recognized over

the life of the transaction and included in interest income.

Customer and other receivables includes receivables from

contracts with clients and contract assets. Contract assets

represent the firm’s right to receive consideration for services

provided in connection with its contracts with clients for

which collection is conditional and not merely subject to the

passage of time. The firm’s receivables from contracts with

clients were $4.00 billion as of March 2024 and $3.59 billion

as of December 2023. As of both March 2024 and December

2023, contract assets were not material.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 9 Goldman Sachs March 2024 Form 10-Q

Customer and Other Payables

Customer and other payables included payables to customers

and counterparties of $238.33 billion as of March 2024 and

$220.71 billion as of December 2023, and payables to

brokers, dealers and clearing organizations of $18.33 billion

as of March 2024 and $10.02 billion as of December 2023.

Such payables primarily consist of customer credit balances

related to the firm’s prime brokerage activities. Customer

and other payables are accounted for at cost plus accrued

interest, which generally approximates fair value. As these

payables are not accounted for at fair value, they are not

included in the firm’s fair value hierarchy in Notes 4 and 5.

Had these payables been included in the firm’s fair value

hierarchy, substantially all would have been classified in level

2 as of both March 2024 and December 2023. Interest on

customer and other payables is recognized over the life of the

transaction and included in interest expense.

Offsetting Assets and Liabilities

To reduce credit exposures on derivatives and securities

financing transactions, the firm may enter into master netting

agreements or similar arrangements (collectively, netting

agreements) with counterparties that permit it to offset

receivables and payables with such counterparties. A netting

agreement is a contract with a counterparty that permits net

settlement of multiple transactions with that counterparty,

including upon the exercise of termination rights by a non-

defaulting party. Upon exercise of such termination rights,

all transactions governed by the netting agreement are

terminated and a net settlement amount is calculated. In

addition, the firm receives and posts cash and securities

collateral with respect to its derivatives and securities

financing transactions, subject to the terms of the related

credit support agreements or similar arrangements

(collectively, credit support agreements). An enforceable

credit support agreement grants the non-defaulting party

exercising termination rights the right to liquidate the

collateral and apply the proceeds to any amounts owed. In

order to assess enforceability of the firm’s right of setoff

under netting and credit support agreements, the firm

evaluates various factors, including applicable bankruptcy

laws, local statutes and regulatory provisions in the

jurisdiction of the parties to the agreement.

Derivatives are reported on a net-by-counterparty basis (i.e.,

the net payable or receivable for derivative assets and

liabilities for a given counterparty) in the consolidated

balance sheets when a legal right of setoff exists under an

enforceable netting agreement. Resale agreements and

securities sold under agreements to repurchase (repurchase

agreements) and securities borrowed and loaned transactions

with the same settlement date are presented on a net-by-

counterparty basis in the consolidated balance sheets when

such transactions meet certain settlement criteria and are

subject to netting agreements.

In the consolidated balance sheets, derivatives are reported

net of cash collateral received and posted under enforceable

credit support agreements, when transacted under an

enforceable netting agreement. In the consolidated balance

sheets, resale and repurchase agreements, and securities

borrowed and loaned, are not reported net of the related cash

and securities received or posted as collateral. See Note 11 for

further information about collateral received and pledged,

including rights to deliver or repledge collateral. See Notes 7

and 11 for further information about offsetting assets and

liabilities.

Share-Based Compensation

The cost of employee services received in exchange for a

share-based award is generally measured based on the grant-

date fair value of the award. Share-based awards that do not

require future service (i.e., vested awards, including awards

granted to retirement-eligible employees) are expensed

immediately. Share-based awards that require future service

are amortized over the relevant service period. Forfeitures are

recorded when they occur.

Cash dividend equivalents paid on restricted stock units

(RSUs) are generally charged to retained earnings. If RSUs

that require future service are forfeited, the related dividend

equivalents originally charged to retained earnings are

reclassified to compensation expense in the period in which

forfeiture occurs.

The firm generally issues new shares of common stock upon

delivery of share-based awards. In limited cases, as outlined

in the applicable award agreements, the firm may cash settle

share-based compensation awards accounted for as equity

instruments. For these awards, additional paid-in capital is

adjusted to the extent of the difference between the value of

the award at the time of cash settlement and the grant-date

value of the award. The tax effect related to the settlement of

share-based awards and payments of dividend equivalents is

recorded in income tax benefit or expense.

Foreign Currency Translation

Assets and liabilities denominated in non-U.S. currencies are

translated at rates of exchange prevailing on the date of the

consolidated balance sheets and revenues and expenses are

translated at average rates of exchange for the period.

Foreign currency remeasurement gains or losses on

transactions in nonfunctional currencies are recognized in

earnings. Gains or losses on translation of the financial

statements of a non-U.S. operation, when the functional

currency is other than the U.S. dollar, are included, net of

hedges and taxes, in the consolidated statements of

comprehensive income.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 10

Recent Accounting Developments

Troubled Debt Restructurings and Vintage Disclosures

(ASC 326). In March 2022, the FASB issued ASU No.

2022-02, “Financial Instruments — Credit Losses (Topic 326)

— Troubled Debt Restructurings and Vintage Disclosures.”

This ASU eliminates the recognition and measurement

guidance for troubled debt restructurings (TDRs) and

requires enhanced disclosures about loan modifications for

borrowers experiencing financial difficulty. This ASU also

requires enhanced disclosure for loans that have been

charged off. This ASU became effective for the firm in

January 2023 under a prospective approach. Adoption of this

ASU did not have a material impact on the firm’s

consolidated financial statements.

Fair Value Measurement of Equity Securities Subject

to Contractual Sale Restrictions (ASC 820). In June

2022, the FASB issued ASU No. 2022-03, “Fair Value

Measurement of Equity Securities Subject to Contractual Sale

Restrictions.” This ASU clarifies that a contractual

restriction on the sale of an equity security should not be

considered in measuring its fair value. In addition, the ASU

requires specific disclosures related to equity securities that

are subject to contractual sale restrictions. This ASU became

effective for the firm in January 2024 under a prospective

approach. Adoption of this ASU did not have a material

impact on the firm’s consolidated financial statements.

Accounting for Investments in Tax Credit Structures

Using the Proportional Amortization Method (ASC

323). In March 2023, the FASB issued ASU No. 2023-02,

“Investments — Equity Method and Joint Ventures (Topic

323) — Accounting for Investments in Tax Credit Structures

Using the Proportional Amortization Method.” This ASU

expands the proportional amortization method election

currently associated with low-income housing tax credits to

other qualifying tax credits and requires incremental

disclosures for programs in which the proportional

amortization method is elected. This ASU became effective

for the firm in January 2024 under a modified retrospective

approach. Adoption of this ASU did not have a material

impact on the firm’s consolidated financial statements.

Improvements to Reportable Segment Disclosures

(ASC 280). In November 2023, the FASB issued ASU No.

2023-07, “Improvements to Reportable Segment

Disclosures.” This ASU requires enhanced disclosures

primarily about significant segment expenses that are

regularly provided to the chief operating decision maker.

This ASU is effective for the firm for annual periods

beginning in January 2024, and interim periods beginning in

January 2025 under a retrospective approach. Early adoption

is permitted. Since this ASU only requires additional

disclosures, adoption of this ASU will not have an impact on

the firm’s financial condition, results of operations or cash

flows.

Improvements to Income Tax Disclosures (ASC 740).

In December 2023, the FASB issued ASU No. 2023-09,

“Improvements to Income Tax Disclosures.” This ASU

requires incremental disclosures primarily related to the

reconciliation of the statutory income tax rate to the effective

income tax rate, as well as income taxes paid. This ASU is

effective for the firm for annual periods beginning in January

2025 under a prospective approach with the option to apply

it retrospectively. Early adoption is permitted. Since this ASU

only requires additional disclosures, adoption of this ASU

will not have an impact on the firm’s financial condition,

results of operations or cash flows.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 11 Goldman Sachs March 2024 Form 10-Q

Note 4.

Fair Value Measurements

The fair value of a financial instrument is the amount that

would be received to sell an asset or paid to transfer a

liability in an orderly transaction between market

participants at the measurement date. Financial assets are

marked to bid prices and financial liabilities are marked to

offer prices. Fair value measurements do not include

transaction costs. The firm measures certain financial assets

and liabilities as a portfolio (i.e., based on its net exposure to

market and/or credit risks).

The best evidence of fair value is a quoted price in an active

market. If quoted prices in active markets are not available,

fair value is determined by reference to prices for similar

instruments, quoted prices or recent transactions in less

active markets, or internally developed models that primarily

use market-based or independently sourced inputs, including,

but not limited to, interest rates, volatilities, equity or debt

prices, foreign exchange rates, commodity prices, credit

spreads and funding spreads (i.e., the spread or difference

between the interest rate at which a borrower could finance a

given financial instrument relative to a benchmark interest

rate).

U.S. GAAP has a three-level hierarchy for disclosure of fair

value measurements. This hierarchy prioritizes inputs to the

valuation techniques used to measure fair value, giving the

highest priority to level 1 inputs and the lowest priority to

level 3 inputs. A financial instrument’s level in this hierarchy

is based on the lowest level of input that is significant to its

fair value measurement. In evaluating the significance of a

valuation input, the firm considers, among other factors, a

portfolio’s net risk exposure to that input. The fair value

hierarchy is as follows:

Level 1. Inputs are unadjusted quoted prices in active

markets to which the firm had access at the measurement

date for identical, unrestricted assets or liabilities.

Level 2. Inputs to valuation techniques are observable, either

directly or indirectly.

Level 3. One or more inputs to valuation techniques are

significant and unobservable.

The fair values for substantially all of the firm’s financial

assets and liabilities are based on observable prices and

inputs and are classified in levels 1 and 2 of the fair value

hierarchy. Certain level 2 and level 3 financial assets and

liabilities may require valuation adjustments that a market

participant would require to arrive at fair value for factors,

such as counterparty and the firm’s credit quality, funding

risk, transfer restrictions, liquidity and bid/offer spreads.

Valuation adjustments are generally based on market

evidence.

The table below presents financial assets and liabilities

carried at fair value.

As of

March December

$ in millions 2024 2023

Total level 1 financial assets $ 366,197 $ 332,549

Total level 2 financial assets 536,473 519,130

Total level 3 financial assets 23,999 25,100

Investments in funds at NAV 2,899 3,000

Counterparty and cash collateral netting (53,400) (51,134)

Total financial assets at fair value $ 876,168 $ 828,645

Total assets $ 1,698,440 $ 1,641,594

Total level 3 financial assets divided by:

Total assets 1.4% 1.5%

Total financial assets at fair value 2.7% 3.0%

Total level 1 financial liabilities $ 120,750 $ 125,715

Total level 2 financial liabilities 553,851 523,709

Total level 3 financial liabilities 29,409 28,704

Counterparty and cash collateral netting (41,623) (44,135)

Total financial liabilities at fair value $ 662,387 $ 633,993

Total liabilities $ 1,579,894 $ 1,524,689

Total level 3 financial liabilities divided by:

Total liabilities 1.9% 1.9%

Total financial liabilities at fair value 4.4% 4.5%

In the table above:

  • Counterparty netting among positions classified in the

    same level is included in that level.

  • Counterparty and cash collateral netting represents the

    impact on derivatives of netting across levels.

The table below presents a summary of level 3 financial

assets.

 

As of

$ in millions

March 2024

December 2023

Trading assets:

  

Trading cash instruments

$ 1,640

$ 1,791

Derivatives

4,936

5,161

Investments

16,482

17,138

Loans

766

823

Other assets

175

187

Total

$ 23,999

$ 25,100

Level 3 financial assets as of March 2024 decreased compared

with December 2023, primarily reflecting decreases in level 3

investments and derivatives. See Note 5 for further

information about level 3 financial assets (including

information about unrealized gains and losses related to level

3 financial assets and transfers into and out of level 3).

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 12

The valuation techniques and nature of significant inputs

used to determine the fair value of the firm’s financial

instruments are described below. See Note 5 for further

information about significant unobservable inputs used to

value level 3 financial instruments.

Valuation Techniques and Significant Inputs for

Trading Cash Instruments, Investments and Loans

Level 1. Level 1 instruments include U.S. government

obligations, most non-U.S. government obligations, certain

agency obligations, certain corporate debt instruments,

certain money market instruments and actively traded listed

equities. These instruments are valued using quoted prices for

identical unrestricted instruments in active markets. The firm

defines active markets for equity instruments based on the

average daily trading volume both in absolute terms and

relative to the market capitalization for the instrument. The

firm defines active markets for debt instruments based on

both the average daily trading volume and the number of

days with trading activity.

Level 2. Level 2 instruments include certain non-U.S.

government obligations, most agency obligations, most

mortgage-backed loans and securities, most corporate debt

instruments, most state and municipal obligations, most

money market instruments, most other debt obligations,

restricted or less liquid listed equities, certain private equities,

commodities and certain lending commitments.

Valuations of level 2 instruments can be verified to quoted

prices, recent trading activity for identical or similar

instruments, broker or dealer quotations or alternative

pricing sources with reasonable levels of price transparency.

Consideration is given to the nature of the quotations (e.g.,

indicative or executable) and the relationship of recent

market activity to the prices provided from alternative

pricing sources.

Valuation adjustments are typically made to level 2

instruments (i) if the instrument is subject to transfer

restrictions and/or (ii) for other premiums and liquidity

discounts that a market participant would require to arrive at

fair value. Valuation adjustments are generally based on

market evidence.

Level 3. Level 3 instruments have one or more significant

valuation inputs that are not observable. Absent evidence to

the contrary, level 3 instruments are initially valued at

transaction price, which is considered to be the best initial

estimate of fair value. Subsequently, the firm uses other

methodologies to determine fair value, which vary based on

the type of instrument. Valuation inputs and assumptions are

changed when corroborated by substantive observable

evidence, including values realized on sales.

Valuation techniques of level 3 instruments vary by

instrument, but are generally based on discounted cash flow

techniques. The valuation techniques and the nature of

significant inputs used to determine the fair values of each

type of level 3 instrument are described below:

Loans and Securities Backed by Commercial Real

Estate

Loans and securities backed by commercial real estate are

directly or indirectly collateralized by a single property or a

portfolio of properties, and may include tranches of varying

levels of subordination. Significant inputs are generally

determined based on relative value analyses and include:

  • Market yields implied by transactions of similar or related

    assets and/or current levels and changes in market indices,

    such as the CMBX (an index that tracks the performance

    of commercial mortgage bonds);

  • Transaction prices in both the underlying collateral and

    instruments with the same or similar underlying collateral;

  • A measure of expected future cash flows in a default

    scenario (recovery rates) implied by the value of the

    underlying collateral, which is mainly driven by current

    performance of the underlying collateral and capitalization

    rates. Recovery rates are expressed as a percentage of

    notional or face value of the instrument and reflect the

    benefit of credit enhancements on certain instruments; and

  • Timing of expected future cash flows (duration) which, in

    certain cases, may incorporate the impact of any loan

    forbearances and other unobservable inputs (e.g.,

    prepayment speeds).

Loans and Securities Backed by Residential Real

Estate

Loans and securities backed by residential real estate are

directly or indirectly collateralized by portfolios of residential

real estate and may include tranches of varying levels of

subordination. Significant inputs are generally determined

based on relative value analyses, which incorporate

comparisons to instruments with similar collateral and risk

profiles. Significant inputs include:

  • Market yields implied by transactions of similar or related

    assets;

  • Transaction prices in both the underlying collateral and

    instruments with the same or similar underlying collateral;

    and

  • Duration, driven by underlying loan prepayment speeds

    and residential property liquidation timelines.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 13 Goldman Sachs March 2024 Form 10-Q

Corporate Debt Instruments

Corporate debt instruments includes corporate loans, debt

securities and convertible debentures. Significant inputs for

corporate debt instruments are generally determined based

on relative value analyses, which incorporate comparisons

both to prices of credit default swaps that reference the same

or similar underlying instrument or entity and to other debt

instruments for the same or similar issuer for which

observable prices or broker quotations are available.

Significant inputs include:

  • Market yields implied by transactions of similar or related

    assets and/or current levels and trends of market indices,

    such as the CDX (an index that tracks the performance of

    corporate credit);

  • Current performance and recovery assumptions and, where

    the firm uses credit default swaps to value the related

    instrument, the cost of borrowing the underlying reference

    obligation;

  • Duration; and
  • Market and transaction multiples for corporate debt

    instruments with convertibility or participation options.

Equity Securities

Equity securities consists of private equities. Recent third-

party completed or pending transactions (e.g., merger

proposals, debt restructurings, tender offers) are considered

the best evidence for any change in fair value. When these are

not available, the following valuation methodologies are

used, as appropriate:

  • Industry multiples (primarily EBITDA and revenue

    multiples) and public comparables;

  • Transactions in similar instruments;
  • Discounted cash flow techniques; and
  • Third-party appraisals.

The firm also considers changes in the outlook for the

relevant industry and financial performance of the issuer as

compared to projected performance. Significant inputs

include:

  • Market and transaction multiples;
  • Discount rates and capitalization rates; and
  • For equity securities with debt-like features, market yields

    implied by transactions of similar or related assets, current

    performance and recovery assumptions, and duration.

Other Trading Cash Instruments, Investments and

Loans

The significant inputs to the valuation of other instruments,

such as non-U.S. government and agency obligations, state

and municipal obligations, and other loans and debt

obligations are generally determined based on relative value

analyses, which incorporate comparisons both to prices of

credit default swaps that reference the same or similar

underlying instrument or entity and to other debt instruments

for the same issuer for which observable prices or broker

quotations are available. Significant inputs include:

  • Market yields implied by transactions of similar or related

    assets and/or current levels and trends of market indices;

  • Current performance and recovery assumptions and, where

    the firm uses credit default swaps to value the related

    instrument, the cost of borrowing the underlying reference

    obligation; and

  • Duration.

Valuation Techniques and Significant Inputs for

Derivatives

The firm’s level 2 and level 3 derivatives are valued using

derivative pricing models (e.g., discounted cash flow models,

correlation models and models that incorporate option

pricing methodologies, such as Monte Carlo simulations).

Price transparency of derivatives can generally be

characterized by product type, as described below.

  • Interest Rate. In general, the key inputs used to value

    interest rate derivatives are transparent, even for most

    long-dated contracts. Interest rate swaps and options

    denominated in the currencies of leading industrialized

    nations are characterized by high trading volumes and tight

    bid/offer spreads. Interest rate derivatives that reference

    indices, such as an inflation index, or the shape of the yield

    curve (e.g., 10-year swap rate vs. 2-year swap rate) are

    more complex, but the key inputs are generally observable.

  • Credit. Price transparency for credit default swaps,

    including both single names and baskets of credits, varies

    by market and underlying reference entity or obligation.

    Credit default swaps that reference indices, large

    corporates and major sovereigns generally exhibit the most

    price transparency. For credit default swaps with other

    underliers, price transparency varies based on credit rating,

    the cost of borrowing the underlying reference obligations,

    and the availability of the underlying reference obligations

    for delivery upon the default of the issuer. Credit default

    swaps that reference loans, asset-backed securities and

    emerging market debt instruments tend to have less price

    transparency than those that reference corporate bonds. In

    addition, more complex credit derivatives, such as those

    sensitive to the correlation between two or more

    underlying reference obligations, generally have less price

    transparency.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 14

  • Currency. Prices for currency derivatives based on the

    exchange rates of leading industrialized nations, including

    those with longer tenors, are generally transparent. The

    primary difference between the price transparency of

    developed and emerging market currency derivatives is that

    emerging markets tend to be only observable for contracts

    with shorter tenors.

  • Commodity. Commodity derivatives include transactions

    referenced to energy (e.g., oil, natural gas and electricity),

    metals (e.g., precious and base) and soft commodities (e.g.,

    agricultural). Price transparency varies based on the

    underlying commodity, delivery location, tenor and

    product quality (e.g., diesel fuel compared to unleaded

    gasoline). In general, price transparency for commodity

    derivatives is greater for contracts with shorter tenors and

    contracts that are more closely aligned with major and/or

    benchmark commodity indices.

  • Equity. Price transparency for equity derivatives varies by

    market and underlier. Options on indices and the common

    stock of corporates included in major equity indices exhibit

    the most price transparency. Equity derivatives generally

    have observable market prices, except for contracts with

    long tenors or reference prices that differ significantly from

    current market prices. More complex equity derivatives,

    such as those sensitive to the correlation between two or

    more individual stocks, generally have less price

    transparency.

Liquidity is essential to the observability of all product types.

If transaction volumes decline, previously transparent prices

and other inputs may become unobservable. Conversely, even

highly structured products may at times have trading

volumes large enough to provide observability of prices and

other inputs.

Level 1. Level 1 derivatives include short-term contracts for

future delivery of securities when the underlying security is a

level 1 instrument, and exchange-traded derivatives if they

are actively traded and are valued at their quoted market

price.

Level 2. Level 2 derivatives include OTC derivatives for

which all significant valuation inputs are corroborated by

market evidence and exchange-traded derivatives that are not

actively traded and/or that are valued using models that

calibrate to market-clearing levels of OTC derivatives.

The selection of a particular model to value a derivative

depends on the contractual terms of and specific risks

inherent in the instrument, as well as the availability of

pricing information in the market. For derivatives that trade

in liquid markets, model selection does not involve significant

management judgment because outputs of models can be

calibrated to market-clearing levels.

Valuation models require a variety of inputs, such as

contractual terms, market prices, yield curves, discount rates

(including those derived from interest rates on collateral

received and posted as specified in credit support agreements

for collateralized derivatives), credit curves, measures of

volatility, prepayment rates, loss severity rates and

correlations of such inputs. Significant inputs to the

valuations of level 2 derivatives can be verified to market

transactions, broker or dealer quotations or other alternative

pricing sources with reasonable levels of price transparency.

Consideration is given to the nature of the quotations (e.g.,

indicative or executable) and the relationship of recent

market activity to the prices provided from alternative

pricing sources.

Level 3. Level 3 derivatives are valued using models which

utilize observable level 1 and/or level 2 inputs, as well as

unobservable level 3 inputs. The significant unobservable

inputs used to value the firm’s level 3 derivatives are

described below.

  • For level 3 interest rate and currency derivatives, significant

    unobservable inputs include correlations of certain

    currencies and interest rates (e.g., the correlation between

    Euro inflation and Euro interest rates) and specific interest

    rate and currency volatilities.

  • For level 3 credit derivatives, significant unobservable

    inputs include illiquid credit spreads and upfront credit

    points, which are unique to specific reference obligations

    and reference entities, and recovery rates.

  • For level 3 commodity derivatives, significant unobservable

    inputs include volatilities for options with strike prices that

    differ significantly from current market prices and prices or

    spreads for certain products for which the product quality

    or physical location of the commodity is not aligned with

    benchmark indices.

  • For level 3 equity derivatives, significant unobservable

    inputs generally include equity volatility inputs for options

    that are long-dated and/or have strike prices that differ

    significantly from current market prices. In addition, the

    valuation of certain structured trades requires the use of

    level 3 correlation inputs, such as the correlation of the

    price performance of two or more individual stocks or the

    correlation of the price performance for a basket of stocks

    to another asset class, such as commodities.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 15 Goldman Sachs March 2024 Form 10-Q

Subsequent to the initial valuation of a level 3 derivative, the

firm updates the level 1 and level 2 inputs to reflect

observable market changes and any resulting gains and losses

are classified in level 3. Level 3 inputs are changed when

corroborated by evidence, such as similar market

transactions, third-party pricing services and/or broker or

dealer quotations or other empirical market data. In

circumstances where the firm cannot verify the model value

by reference to market transactions, it is possible that a

different valuation model could produce a materially

different estimate of fair value. See Note 5 for further

information about significant unobservable inputs used in the

valuation of level 3 derivatives.

Valuation Adjustments. Valuation adjustments are

integral to determining the fair value of derivative portfolios

and are used to adjust the mid-market valuations produced

by derivative pricing models to the exit price valuation. These

adjustments incorporate bid/offer spreads, the cost of

liquidity, and credit and funding valuation adjustments,

which account for the credit and funding risk inherent in the

uncollateralized portion of derivative portfolios. The firm

also makes funding valuation adjustments to collateralized

derivatives where the terms of the agreement do not permit

the firm to deliver or repledge collateral received. Market-

based inputs are generally used when calibrating valuation

adjustments to market-clearing levels.

In addition, for derivatives that include significant

unobservable inputs, the firm makes model or exit price

adjustments to account for the valuation uncertainty present

in the transaction.

Valuation Techniques and Significant Inputs for Other

Financial Assets and Liabilities at Fair Value

In addition to trading cash instruments, derivatives, and

certain investments and loans, the firm accounts for certain

of its other financial assets and liabilities at fair value under

the fair value option. Such instruments include repurchase

agreements and substantially all resale agreements; certain

securities borrowed and loaned transactions; certain

customer and other receivables, including certain margin

loans; certain time deposits, including structured certificates

of deposit, which are hybrid financial instruments;

substantially all other secured financings, including transfers

of assets accounted for as financings; certain unsecured short-

and long-term borrowings, substantially all of which are

hybrid financial instruments; and certain other assets and

liabilities. These instruments are generally valued based on

discounted cash flow techniques, which incorporate inputs

with reasonable levels of price transparency, and are

generally classified in level 2 because the inputs are

observable. Valuation adjustments may be made for liquidity

and for counterparty and the firm’s credit quality. The

significant inputs used to value the firm’s other financial

assets and liabilities are described below.

Resale and Repurchase Agreements and Securities

Borrowed and Loaned. The significant inputs to the

valuation of resale and repurchase agreements and securities

borrowed and loaned are funding spreads, the amount and

timing of expected future cash flows and interest rates.

Customer and Other Receivables. The significant inputs

to the valuation of receivables are interest rates, the amount

and timing of expected future cash flows and funding

spreads.

Deposits. The significant inputs to the valuation of time

deposits are interest rates and the amount and timing of

future cash flows. The inputs used to value the embedded

derivative component of hybrid financial instruments are

consistent with the inputs used to value the firm’s other

derivative instruments described above. See Note 7 for

further information about derivatives and Note 13 for further

information about deposits.

Other Secured Financings. The significant inputs to the

valuation of other secured financings are the amount and

timing of expected future cash flows, interest rates, funding

spreads and the fair value of the collateral delivered by the

firm (determined using the amount and timing of expected

future cash flows, market prices, market yields and recovery

assumptions). See Note 11 for further information about

other secured financings.

Unsecured Short- and Long-Term Borrowings. The

significant inputs to the valuation of unsecured short- and

long-term borrowings are the amount and timing of expected

future cash flows, interest rates, the credit spreads of the firm

and commodity prices for prepaid commodity transactions.

The inputs used to value the embedded derivative component

of hybrid financial instruments are consistent with the inputs

used to value the firm’s other derivative instruments

described above. See Note 7 for further information about

derivatives and Note 14 for further information about

borrowings.

Other Assets and Liabilities. The significant inputs to the

valuation of other assets and liabilities are the amount and

timing of expected future cash flows, interest rates, market

yields, volatility and correlation inputs. The inputs used to

value the embedded derivative component of hybrid financial

instruments are consistent with the inputs used to value the

firm’s other derivative instruments described above. See Note

7 for further information about derivatives.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 16

Note 5.

Fair Value Hierarchy

Financial assets and liabilities at fair value includes trading

cash instruments, derivatives, and certain investments, loans

and other financial assets and liabilities at fair value.

Trading Cash Instruments

Fair Value by Level. The table below presents trading cash

instruments by level within the fair value hierarchy.

$ in millions

Level 1

Level 2

Level 3

Total

As of March 2024

    

Assets

    

Government and agency obligations:

   

U.S.

$ 129,256

$ 56,813

$ –

$ 186,069

Non-U.S.

43,222

31,014

61

74,297

Loans and securities backed by:

    

Commercial real estate

755

79

834

Residential real estate

9,265

85

9,350

Corporate debt instruments

567

41,445

1,235

43,247

State and municipal obligations

956

1

957

Other debt obligations

32

3,496

92

3,620

Equity securities

136,233

1,922

86

138,241

Commodities

5,483

1

5,484

Total

$ 309,310

$ 151,149

$ 1,640

$ 462,099

Liabilities

Government and agency

obligations:

U.S.

$ (24,433)

$ (62)

$ –

$ (24,495)

Non-U.S.

(39,835)

(2,664)

(4)

(42,503)

Loans and securities backed by:

    

Commercial real estate

(32)

(32)

Residential real estate

(9)

(9)

Corporate debt instruments

(4)

(18,395)

(77)

(18,476)

Equity securities

(56,420)

(34)

(14)

(56,468)

Commodities

(38)

(38)

Total

$ (120,692)

$ (21,234)

$ (95)

$ (142,021)

As of December 2023

Assets

Government and agency obligations:

    

U.S.

$ 85,190

$ 58,862

$ –

$ 144,052

Non-U.S.

61,981

25,702

91

87,774

Loans and securities backed by:

    

Commercial real estate

916

45

961

Residential real estate

8,940

99

9,039

Corporate debt instruments

177

37,883

1,415

39,475

State and municipal obligations

371

371

Other debt obligations

80

2,086

37

2,203

Equity securities

135,032

1,739

103

136,874

Commodities

5,640

1

5,641

Total

$ 282,460

$ 142,139

$ 1,791

$ 426,390

Liabilities

Government and agency obligations:

U.S.

$ (26,400)

$ (32)

$ –

$ (26,432)

   

 

Non-U.S.

(50,825)

(2,343)

 

(53,168)

Loans and securities backed by:

    

Commercial real estate

(27)

(27)

Residential real estate

(5)

(5)

Corporate debt instruments

(124)

(15,317)

(70)

(15,511)

Equity securities

(48,347)

(37)

(8)

(48,392)

Commodities

(66)

(66)

Total

$ (125,696)

$ (17,827)

$ (78)

$ (143,601)

Trading cash instruments consists of instruments held in

connection with the firm’s market-making or risk

management activities. These instruments are carried at fair

value and the related fair value gains and losses are

recognized in the consolidated statements of earnings.

In the table above:

  • Assets are shown as positive amounts and liabilities are

    shown as negative amounts.

  • Corporate debt instruments includes corporate loans, debt

    securities, convertible debentures, prepaid commodity

    transactions and transfers of assets accounted for as

    secured loans rather than purchases.

  • Other debt obligations includes other asset-backed

    securities and money market instruments.

  • Equity securities includes public equities and exchange-

    traded funds.

See Note 4 for an overview of the firm’s fair value

measurement policies, valuation techniques and significant

inputs used to determine the fair value of trading cash

instruments.

Significant Unobservable Inputs. The table below

presents the amount of level 3 trading cash instrument assets,

and ranges and weighted averages of significant unobservable

inputs used to value such trading cash instrument assets.

 

As of March 2024

As of December 2023

$ in millions

Amount or

Range

Weighted

Average

 

Amount or

Range

Weighted

Average

Loans and securities backed by real estate

   

Level 3 assets

$ 164

 

$

144

 

Yield

4.2% to 29.7%

16.3%

3.8%

to 26.1%

12.8%

Recovery rate

20.0% to 65.0%

37.9%

 

35.5% to 76.0%

44.6%

Duration (years)

0.3 to 12.3

4.0

 

0.3 to 15.3

5.2

Corporate debt instruments

   

Level 3 assets

$ 1,235

 

$

1,415

 

Yield

2.0% to 42.1%

10.2%

2.8%

to 40.0%

9.3%

Recovery rate

11.0% to 70.5%

44.5%

7.3%

to 65.0%

39.4%

Duration (years)

0.7 to 7.5

3.3

 

0.9 to 11.3

3.4

Other

     

Level 3 assets

$ 241

 

$

232

 

Yield

6.8% to 25.4%

16.5%

 

3.6% to 31.3%

14.6%

Multiples

0.7x to 5.2x

4.4x

 

0.7x to 4.5x

3.9x

Duration (years)

2.2 to 4.0

3.1

 

2.3 to 6.4

4.1

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 17 Goldman Sachs March 2024 Form 10-Q

In the table above:

  • Other includes government and agency obligations, state

    and municipal obligations, other debt obligations, equity

    securities and commodities.

  • Ranges represent the significant unobservable inputs that

    were used in the valuation of each type of trading cash

    instrument.

  • Weighted averages are calculated by weighting each input

    by the relative fair value of the trading cash instruments.

  • The ranges and weighted averages of these inputs are not

    representative of the appropriate inputs to use when

    calculating the fair value of any one trading cash

    instrument. For example, the highest recovery rate for

    corporate debt instruments is appropriate for valuing a

    specific corporate debt instrument, but may not be

    appropriate for valuing any other corporate debt

    instrument. Accordingly, the ranges of inputs do not

    represent uncertainty in, or possible ranges of, fair value

    measurements of level 3 trading cash instruments.

  • Increases in yield or duration used in the valuation of level

    3 trading cash instruments would have resulted in a lower

    fair value measurement, while increases in recovery rate or

    multiples would have resulted in a higher fair value

    measurement as of both March 2024 and December 2023.

    Due to the distinctive nature of each level 3 trading cash

    instrument, the interrelationship of inputs is not necessarily

    uniform within each product type.

  • Trading cash instruments are valued using discounted cash

    flows.

Level 3 Rollforward. The table below presents a summary

of the changes in fair value for level 3 trading cash

instruments.

 

Three Months

Ended March

$ in millions

2024

2023

Assets

  

Beginning balance

$ 1,791

$ 1,734

Net realized gains/(losses)

35

13

Net unrealized gains/(losses)

(7)

25

Purchases

307

181

Sales

(264)

(175)

Settlements

(91)

(169)

Transfers into level 3

185

238

Transfers out of level 3

(316)

(289)

Ending balance

$ 1,640

$ 1,558

Liabilities

  

Beginning balance

$ (78)

$ (64)

Net realized gains/(losses)

2

Net unrealized gains/(losses)

(19)

(9)

Purchases

36

46

Sales

(39)

(28)

Settlements

6

13

Transfers into level 3

(22)

(11)

Transfers out of level 3

21

6

Ending balance

$ (95)

$ (45)

In the table above:

  • Changes in fair value are presented for all trading cash

    instruments that are classified in level 3 as of the end of the

    period.

  • Net unrealized gains/(losses) relates to trading cash

    instruments that were still held at period-end.

  • Transfers between levels of the fair value hierarchy are

    reported at the beginning of the reporting period in which

    they occur. If a trading cash instrument was transferred to

    level 3 during a reporting period, its entire gain or loss for

    the period is classified in level 3.

  • For level 3 trading cash instrument assets, increases are

    shown as positive amounts, while decreases are shown as

    negative amounts. For level 3 trading cash instrument

    liabilities, increases are shown as negative amounts, while

    decreases are shown as positive amounts.

  • Level 3 trading cash instruments are frequently

    economically hedged with level 1 and level 2 trading cash

    instruments and/or level 1, level 2 or level 3 derivatives.

    Accordingly, gains or losses that are classified in level 3 can

    be partially offset by gains or losses attributable to level 1

    or level 2 trading cash instruments and/or level 1, level 2 or

    level 3 derivatives. As a result, gains or losses included in

    the level 3 rollforward below do not necessarily represent

    the overall impact on the firm’s results of operations,

    liquidity or capital resources.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 18

The table below presents information, by product type, for

assets included in the summary table above.

 

Three Months

Ended March

$ in millions

2024

2023

Loans and securities backed by real estate

  

Beginning balance

$ 144

$ 154

Net realized gains/(losses)

1

3

Net unrealized gains/(losses)

3

Purchases

5

52

Sales

(21)

(21)

Settlements

(6)

(6)

Transfers into level 3

56

14

Transfers out of level 3

(15)

(21)

Ending balance

$ 164

$ 178

Corporate debt instruments

  

Beginning balance

$ 1,415

$ 1,238

Net realized gains/(losses)

21

2

Net unrealized gains/(losses)

(8)

13

Purchases

280

94

Sales

(173)

(111)

Settlements

(71)

(150)

Transfers into level 3

60

175

Transfers out of level 3

(289)

(251)

Ending balance

$ 1,235

$ 1,010

Other

  

Beginning balance

$ 232

$ 342

Net realized gains/(losses)

13

8

Net unrealized gains/(losses)

1

9

Purchases

22

35

Sales

(70)

(43)

Settlements

(14)

(13)

Transfers into level 3

69

49

Transfers out of level 3

(12)

(17)

Ending balance

$ 241

$ 370

In the table above, other includes government and agency

obligations, state and municipal obligations, other debt

obligations, equity securities and commodities.

Level 3 Rollforward Commentary for the Three Months

Ended March 2024. The net realized and unrealized gains

on level 3 trading cash instrument assets of $28 million

(reflecting $35 million of net realized gains and $7 million of

net unrealized losses) for the three months ended March 2024

included gains of $3 million reported in market making and

$25 million reported in interest income.

The drivers of the net unrealized losses on level 3 trading cash

instrument assets for the three months ended March 2024

were not material.

The drivers of the transfers into level 3 trading cash

instrument assets during the three months ended March 2024

were not material.

Transfers out of level 3 trading cash instrument assets during

the three months ended March 2024 primarily reflected

transfers of certain corporate debt instruments to level 2

(principally due to increased price transparency as a result of

market evidence, including market transactions in these

instruments).

Level 3 Rollforward Commentary for the Three Months

Ended March 2023. The net realized and unrealized gains

on level 3 trading cash instrument assets of $38 million

(reflecting $13 million of net realized gains and $25 million of

net unrealized gains) for the three months ended March 2023

included gains of $22 million reported in market making and

$16 million reported in interest income.

The drivers of the net unrealized gains on level 3 trading cash

instrument assets for the three months ended March 2023

were not material.

Transfers into level 3 trading cash instrument assets during

the three months ended March 2023 primarily reflected

transfers of certain corporate debt instruments from level 2

(principally due to reduced price transparency as a result of a

lack of market evidence, including fewer market transactions

in these instruments).

Transfers out of level 3 trading cash instrument assets during

the three months ended March 2023 primarily reflected

transfers of certain corporate debt instruments to level 2

(principally due to increased price transparency as a result of

market evidence, including market transactions in these

instruments).

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 19 Goldman Sachs March 2024 Form 10-Q

Derivatives

Fair Value by Level. The table below presents derivatives

on a gross basis by level and product type, as well as the

impact of netting.

$ in millions

Level 1

Level 2

Level 3

Total

As of March 2024

    

Assets

    

Interest rates

$ 54

$ 230,561

$ 652

$ 231,267

Credit

9,027

2,829

11,856

Currencies

78,688

128

78,816

Commodities

14,814

1,528

16,342

Equities

9

82,728

777

83,514

Gross fair value

63

415,818

5,914

421,795

Counterparty netting in levels

(321,798)

(978)

(322,776)

Subtotal

$ 63

$ 94,020

$ 4,936

$ 99,019

Cross-level counterparty netting

   

(891)

Cash collateral netting

   

(52,509)

Net fair value

   

$ 45,619

Liabilities

    

Interest rates

$ (43)

$ (202,641)

$ (1,021)

$ (203,705)

Credit

(9,696)

(1,193)

(10,889)

Currencies

(79,743)

(52)

(79,795)

Commodities

(16,662)

(775)

(17,437)

Equities

(15)

(108,875)

(2,804)

(111,694)

Gross fair value

(58)

(417,617)

(5,845)

(423,520)

Counterparty netting in levels

321,798

978

322,776

Subtotal

$ (58)

$ (95,819)

$ (4,867)

$ (100,744)

Cross-level counterparty netting

   

891

Cash collateral netting

   

40,732

Net fair value

   

$ (59,121)

As of December 2023

Assets

    
     

Interest rates

$ 15

$ 241,850

$ 758

$ 242,623

Credit

9,964

2,861

12,825

Currencies

89,694

210

89,904

Commodities

15,393

1,449

16,842

Equities

2

59,220

816

60,038

Gross fair value

17

416,121

6,094

422,232

Counterparty netting in levels

(319,045)

(933)

(319,978)

Subtotal

$ 17

$ 97,076

$ 5,161

$ 102,254

Cross-level counterparty netting

   

(1,411)

Cash collateral netting

   

(49,723)

Net fair value

   

$ 51,120

Liabilities

    

Interest rates

$ (14)

$ (213,861)

$ (1,197)

$ (215,072)

Credit

(8,923)

(1,211)

(10,134)

Currencies

(97,436)

(168)

(97,604)

Commodities

(17,122)

(821)

(17,943)

Equities

(5)

(78,222)

(1,887)

(80,114)

Gross fair value

(19)

(415,564)

(5,284)

(420,867)

Counterparty netting in levels

319,045

933

319,978

Subtotal

$ (19)

$ (96,519)

$ (4,351)

$ (100,889)

Cross-level counterparty netting

   

1,411

Cash collateral netting

   

42,724

Net fair value

   

$ (56,754)

In the table above:

  • Gross fair values exclude the effects of both counterparty

    netting and collateral netting, and therefore are not

    representative of the firm’s exposure.

  • Counterparty netting is reflected in each level to the extent

    that receivable and payable balances are netted within the

    same level and is included in counterparty netting in levels.

    Where the counterparty netting is across levels, the netting

    is included in cross-level counterparty netting.

  • Assets are shown as positive amounts and liabilities are

    shown as negative amounts.

See Note 4 for an overview of the firm’s fair value

measurement policies, valuation techniques and significant

inputs used to determine the fair value of derivatives.

Significant Unobservable Inputs. The table below

presents the amount of level 3 derivative assets (liabilities),

and ranges, averages and medians of significant unobservable

inputs used to value such derivatives.

 

As of March 2024

As of December 2023

$ in millions, except inputs

Amount or

Range

Average/

Median

Amount or

Range

Average/

Median

Interest rates, net

$ (369)

 

$ (439)

 

Correlation

(10)% to 90%

60%/72%

(10)% to 75%

60%/66%

Volatility (bps)

31 to 101

56/49

31 to 101

56/49

Credit, net

$ 1,636

 

$ 1,650

 

Credit spreads (bps)

5 to 1,787

131/83

3 to 1,750

130/85

Upfront credit points

(1) to 100

24/12

0 to 100

26/15

Recovery rates

20% to 70%

42%/40%

20% to 70%

43%/40%

Currencies, net

$ 76

 

$ 42

 

Correlation

20% to 71%

40%/43%

20% to 90%

41%/43%

Volatility

13% to 14%

14%/14%

15% to 16%

16%/16%

Commodities, net

$ 753

 

$ 628

 

Volatility

23% to 82%

36%/32%

23% to 98%

42%/39%

Natural gas spread

$(1.86) to

$(0.39)/

$(1.39) to

$(0.32)/

 

$3.26

$(0.38)

$3.06

$(0.35)

Oil spread

$(6.52) to

$7.00/

$(5.39) to

$15.39/

 

$28.71

$(2.76)

$31.69

$19.35

Electricity price

$3.10 to

$51.32/

$2.72 to

$48.15/

 

$652.25

$32.61

$1,088.00

$35.16

Equities, net

$ (2,027)

 

$ (1,071)

 

Correlation

(75)% to 100%

60%/61%

(70)% to 100%

65%/71%

Volatility

4% to 124%

12%/8%

1% to 106%

14%/13%

In the table above:

  • Assets are shown as positive amounts and liabilities are

    shown as negative amounts.

  • Ranges represent the significant unobservable inputs that

    were used in the valuation of each type of derivative.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 20

  • Averages represent the arithmetic average of the inputs and

    are not weighted by the relative fair value or notional

    amount of the respective financial instruments. An average

    greater than the median indicates that the majority of

    inputs are below the average. For example, the difference

    between the average and the median for credit spreads

    indicates that the majority of the inputs fall in the lower

    end of the range.

  • The ranges, averages and medians of these inputs are not

    representative of the appropriate inputs to use when

    calculating the fair value of any one derivative. For

    example, the highest correlation for interest rate derivatives

    is appropriate for valuing a specific interest rate derivative

    but may not be appropriate for valuing any other interest

    rate derivative. Accordingly, the ranges of inputs do not

    represent uncertainty in, or possible ranges of, fair value

    measurements of level 3 derivatives.

  • Interest rates, currencies and equities derivatives are valued

    using option pricing models, credit derivatives are valued

    using option pricing, correlation and discounted cash flow

    models, and commodities derivatives are valued using

    option pricing and discounted cash flow models.

  • The fair value of any one instrument may be determined

    using multiple valuation techniques. For example, option

    pricing models and discounted cash flow models are

    typically used together to determine fair value. Therefore,

    the level 3 balance encompasses both of these techniques.

  • Correlation within currencies and equities includes cross-

    product type correlation.

  • Natural gas spread represents the spread per million British

    thermal units of natural gas.

  • Oil spread represents the spread per barrel of oil and

    refined products.

  • Electricity price represents the price per megawatt hour of

    electricity.

Range of Significant Unobservable Inputs. The

following provides information about the ranges of

significant unobservable inputs used to value the firm’s level

3 derivative instruments:

  • Correlation. Ranges for correlation cover a variety of

    underliers both within one product type (e.g., equity index

    and equity single stock names) and across product types

    (e.g., correlation of an interest rate and a currency), as well

    as across regions. Generally, cross-product type correlation

    inputs are used to value more complex instruments and are

    lower than correlation inputs on assets within the same

    derivative product type.

    • Volatility. Ranges for volatility cover numerous underliers

      across a variety of markets, maturities and strike prices.

      For example, volatility of equity indices is generally lower

      than volatility of single stocks.

    • Credit spreads, upfront credit points and recovery

      rates. The ranges for credit spreads, upfront credit points

      and recovery rates cover a variety of underliers (index and

      single names), regions, sectors, maturities and credit

      qualities (high-yield and investment-grade). The broad

      range of this population gives rise to the width of the

      ranges of significant unobservable inputs.

    • Commodity prices and spreads. The ranges for

      commodity prices and spreads cover variability in

      products, maturities and delivery locations.

Sensitivity of Fair Value Measurement to Changes in

Significant Unobservable Inputs. The following is a

description of the directional sensitivity of the firm’s level 3

fair value measurements to changes in significant

unobservable inputs, in isolation, as of each period-end:

  • Correlation. In general, for contracts where the holder

    benefits from the convergence of the underlying asset or

    index prices (e.g., interest rates, credit spreads, foreign

    exchange rates, inflation rates and equity prices), an

    increase in correlation results in a higher fair value

    measurement.

  • Volatility. In general, for purchased options, an increase in

    volatility results in a higher fair value measurement.

  • Credit spreads, upfront credit points and recovery

    rates. In general, the fair value of purchased credit

    protection increases as credit spreads or upfront credit

    points increase or recovery rates decrease. Credit spreads,

    upfront credit points and recovery rates are strongly related

    to distinctive risk factors of the underlying reference

    obligations, which include reference entity-specific factors,

    such as leverage, volatility and industry, market-based risk

    factors, such as borrowing costs or liquidity of the

    underlying reference obligation, and macroeconomic

    conditions.

  • Commodity prices and spreads. In general, for

    contracts where the holder is receiving a commodity, an

    increase in the spread (price difference from a benchmark

    index due to differences in quality or delivery location) or

    price results in a higher fair value measurement.

Due to the distinctive nature of each of the firm’s level 3

derivatives, the interrelationship of inputs is not necessarily

uniform within each product type.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 21 Goldman Sachs March 2024 Form 10-Q

Level 3 Rollforward. The table below presents a summary

of the changes in fair value for level 3 derivatives.

 

Three Months

Ended March

$ in millions

2024

2023

Total level 3 derivatives, net

  

Beginning balance

$ 810

$ 1,521

Net realized gains/(losses)

(94)

147

Net unrealized gains/(losses)

34

(3)

Purchases

235

219

Sales

(598)

(424)

Settlements

103

335

Transfers into level 3

(710)

(98)

Transfers out of level 3

289

(124)

Ending balance

$ 69

$ 1,573

In the table above:

  • Changes in fair value are presented for all derivative assets

    and liabilities that are classified in level 3 as of the end of

    the period.

  • Net unrealized gains/(losses) relates to instruments that

    were still held at period-end.

  • Transfers between levels of the fair value hierarchy are

    reported at the beginning of the reporting period in which

    they occur. If a derivative was transferred into level 3

    during a reporting period, its entire gain or loss for the

    period is classified in level 3.

  • Positive amounts for transfers into level 3 and negative

    amounts for transfers out of level 3 represent net transfers

    of derivative assets. Negative amounts for transfers into

    level 3 and positive amounts for transfers out of level 3

    represent net transfers of derivative liabilities.

  • A derivative with level 1 and/or level 2 inputs is classified in

    level 3 in its entirety if it has at least one significant level 3

    input.

  • If there is one significant level 3 input, the entire gain or

    loss from adjusting only observable inputs (i.e., level 1 and

    level 2 inputs) is classified in level 3.

  • Gains or losses that have been classified in level 3 resulting

    from changes in level 1 or level 2 inputs are frequently

    offset by gains or losses attributable to level 1 or level 2

    derivatives and/or level 1, level 2 and level 3 trading cash

    instruments. As a result, gains/(losses) included in the level

    3 rollforward below do not necessarily represent the overall

    impact on the firm’s results of operations, liquidity or

    capital resources.

The table below presents information, by product type, for

derivatives included in the summary table above.

 

Three Months

Ended March

$ in millions

2024

2023

Interest rates, net

  

Beginning balance

$ (439)

$ (459)

Net realized gains/(losses)

(83)

(37)

Net unrealized gains/(losses)

(155)

263

Purchases

81

101

Sales

(108)

(219)

Settlements

176

126

Transfers into level 3

(53)

(55)

Transfers out of level 3

212

(96)

Ending balance

$ (369)

$ (376)

Credit, net

  

Beginning balance

$ 1,650

$ 1,460

Net realized gains/(losses)

58

5

Net unrealized gains/(losses)

68

22

Purchases

52

57

Sales

(33)

(9)

Settlements

(145)

(32)

Transfers into level 3

(23)

3

Transfers out of level 3

9

17

Ending balance

$ 1,636

$ 1,523

Currencies, net

  

Beginning balance

$ 42

$ 162

Net realized gains/(losses)

10

33

Net unrealized gains/(losses)

(5)

(11)

Purchases

1

2

Sales

(6)

(2)

Settlements

(7)

(20)

Transfers into level 3

4

1

Transfers out of level 3

37

17

Ending balance

$ 76

$ 182

Commodities, net

  

Beginning balance

$ 628

$ 919

Net realized gains/(losses)

(63)

(15)

Net unrealized gains/(losses)

81

(5)

Purchases

55

2

Sales

(9)

(37)

Settlements

77

95

Transfers into level 3

(35)

(21)

Transfers out of level 3

19

(50)

Ending balance

$ 753

$ 888

Equities, net

  

Beginning balance

$ (1,071)

$ (561)

Net realized gains/(losses)

(16)

161

Net unrealized gains/(losses)

45

(272)

Purchases

46

57

Sales

(442)

(157)

 

2

166

Settlements

  

Transfers out of level 3

12

(12)

Ending balance

$ (2,027)

$ (644)

Transfers into level 3 (603) (26)

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 22

Level 3 Rollforward Commentary for the Three Months

Ended March 2024. The net realized and unrealized losses

on level 3 derivatives of $60 million (reflecting $94 million of

net realized losses and $34 million of net unrealized gains) for

the three months ended March 2024 included gains/(losses) of

$(72) million reported in market making and $12 million

reported in other principal transactions.

The net unrealized gains on level 3 derivatives for the three

months ended March 2024 primarily reflected gains on

certain commodity derivatives (principally due to the impact

of an increase in commodity prices), gains on certain credit

derivatives (principally due to the impact of changes in

foreign exchange rates), and gains on certain equity

derivatives (principally due to the impact of an increase in

equity prices), partially offset by losses on certain interest

rate derivatives (principally due to the impact of an increase

in interest rates).

Transfers into level 3 derivatives during the three months

ended March 2024 primarily reflected transfers of certain

equity derivative liabilities from level 2 (principally due to

certain unobservable inputs becoming significant to the

valuation of these derivatives).

Transfers out of level 3 derivatives during the three months

ended March 2024 primarily reflected transfers of certain

interest rate derivative liabilities to level 2 (principally due to

certain unobservable volatility inputs no longer being

significant to the valuation of these derivatives).

Level 3 Rollforward Commentary for the Three Months

Ended March 2023. The net realized and unrealized gains

on level 3 derivatives of $144 million (reflecting $147 million

of net realized gains and $3 million of net unrealized losses)

for the three months ended March 2023 included gains/

(losses) of $148 million reported in market making and

$(4) million reported in other principal transactions.

The net unrealized losses on level 3 derivatives for the three

months ended March 2023 primarily reflected losses on

certain equity derivatives (principally due to the impact of

changes in equity prices), largely offset by gains on certain

interest rate derivatives (principally due to the impact of

changes in interest rates).

The drivers of both transfers into and transfers out of level 3

derivatives during the three months ended March 2023 were

not material.

Investments

Fair Value by Level. The table below presents investments

accounted for at fair value by level within the fair value

hierarchy.

$ in millions

Level 1

Level 2

Level 3

Total

As of March 2024

    

Government and agency obligations:

    

U.S.

$ 53,225

$ –

$ –

$ 53,225

Non-U.S.

2,348

61

2,409

Corporate debt securities

173

2,374

6,110

8,657

Securities backed by real estate

3

666

669

Money market instruments

302

863

1,165

Other debt obligations

9

11

235

255

Equity securities

767

2,260

9,471

12,498

Subtotal

$ 56,824

$ 5,572

$ 16,482

$ 78,878

Investments in funds at NAV

   

2,899

Total investments

   

$ 81,777

$ in millions

Level 1

Level 2

Level 3

Total

As of March 2024

    

Government and agency obligations:

    

U.S.

$ 53,225

$ –

$ –

$ 53,225

Non-U.S.

2,348

61

2,409

Corporate debt securities

173

2,374

6,110

8,657

Securities backed by real estate

3

666

669

Money market instruments

302

863

1,165

Other debt obligations

9

11

235

255

Equity securities

767

2,260

9,471

12,498

Subtotal

$ 56,824

$ 5,572

$ 16,482

$ 78,878

Investments in funds at NAV

   

2,899

Total investments

   

$ 81,777

As of December 2023

    

Government and agency obligations:

    

U.S.

$ 46,731

$ –

$ –

$ 46,731

Non-U.S.

2,399

144

2,543

Corporate debt securities

160

2,299

6,533

8,992

Securities backed by real estate

2

687

689

Money market instruments

52

999

1,051

Other debt obligations

9

14

244

267

Equity securities

721

2,099

9,674

12,494

Subtotal

$ 50,072

$ 5,557

$ 17,138

$ 72,767

Investments in funds at NAV

   

3,000

Total investments

   

$ 75,767

See Note 4 for an overview of the firm’s fair value

measurement policies, valuation techniques and significant

inputs used to determine the fair value of investments.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 23 Goldman Sachs March 2024 Form 10-Q

Significant Unobservable Inputs. The table below

presents the amount of level 3 investments, and ranges and

weighted averages of significant unobservable inputs used to

value such investments.

 

As of March 2024

As of December 2023

$ in millions

Amount

Range

or

Weighted Average

 

Amount or

Range

Weighted Average

Corporate debt securities

   

Level 3 assets

$

6,110

 

$ 6,533

 

Yield

5.0% to 21.6%

12.4%

 

6.0% to 31.0%

12.1%

Recovery rate

7.6% to 77.1%

36.7%

 

7.3% to 41.2%

27.6%

Duration (years)

0.2 to 8.3

3.3

 

0.4 to 5.3

3.0

Multiples

0.9x to 16.1x

5.8x

 

0.9x to 53.3x

7.7x

Securities backed by real estate

   

Level 3 assets

$ 666

  

$ 687

 

Yield

8.3% to 18.3%

14.1%

 

7.4% to 18.8%

14.1%

Duration (years)

0.3 to 3.8

3.6

 

0.4 to 4.1

3.9

Other debt obligations

   

Level 3 assets

$

235

 

$ 244

 

Yield

5.9% to 9.0%

7.9%

 

7.6% to 8.8%

8.2%

Equity securities

    

Level 3 assets

$ 9,471

  

$ 9,674

 

Multiples

0.5x to 23.7x

8.6x

 

0.5x to 25.2x

8.3x

Discount rate/yield

6.0% to 38.5%

12.6%

 

6.0% to 38.5%

12.3%

Capitalization rate

4.4% to 9.2%

5.5%

 

4.5% to 8.0%

5.3%

In the table above:

  • Ranges represent the significant unobservable inputs that

    were used in the valuation of each type of investment.

  • Weighted averages are calculated by weighting each input

    by the relative fair value of the investment.

  • The ranges and weighted averages of these inputs are not

    representative of the appropriate inputs to use when

    calculating the fair value of any one investment. For

    example, the highest multiple for private equity securities is

    appropriate for valuing a specific private equity security

    but may not be appropriate for valuing any other private

    equity security. Accordingly, the ranges of inputs do not

    represent uncertainty in, or possible ranges of, fair value

    measurements of level 3 investments.

  • Increases in yield, discount rate, capitalization rate or

    duration used in the valuation of level 3 investments would

    have resulted in a lower fair value measurement, while

    increases in recovery rate or multiples would have resulted

    in a higher fair value measurement as of both March 2024

    and December 2023. Due to the distinctive nature of each

    level 3 investment, the interrelationship of inputs is not

    necessarily uniform within each product type.

    • Corporate debt securities, securities backed by real estate

      and other debt obligations are valued using discounted cash

      flows, and equity securities are valued using market

      comparables and discounted cash flows.

    • The fair value of any one instrument may be determined

      using multiple valuation techniques. For example, market

      comparables and discounted cash flows may be used

      together to determine fair value. Therefore, the level 3

      balance encompasses both of these techniques.

Level 3 Rollforward. The table below presents a summary

of the changes in fair value for level 3 investments.

 

Three Months

Ended March

$ in millions

2024

2023

Beginning balance

$ 17,138

$ 16,942

Net realized gains/(losses)

54

102

Net unrealized gains/(losses)

61

(76)

Purchases

222

213

Sales

(231)

(236)

Settlements

(523)

(356)

Transfers into level 3

278

860

Transfers out of level 3

(517)

(216)

Ending balance

$ 16,482

$ 17,233

In the table above:

  • Changes in fair value are presented for all investments that

    are classified in level 3 as of the end of the period.

  • Net unrealized gains/(losses) relates to investments that

    were still held at period-end.

  • Transfers between levels of the fair value hierarchy are

    reported at the beginning of the reporting period in which

    they occur. If an investment was transferred to level 3

    during a reporting period, its entire gain or loss for the

    period is classified in level 3.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 24

The table below presents information, by product type, for

investments included in the summary table above.

 

Three Months

Ended March

$ in millions

2024

2023

Corporate debt securities

  

Beginning balance

$ 6,533

$ 7,003

Net realized gains/(losses)

57

94

Net unrealized gains/(losses)

40

46

Purchases

136

111

Sales

(46)

(74)

Settlements

(392)

(267)

Transfers into level 3

90

617

Transfers out of level 3

(308)

(82)

Ending balance

$ 6,110

$ 7,448

Securities backed by real estate

  

Beginning balance

$ 687

$ 827

Net realized gains/(losses)

2

8

Net unrealized gains/(losses)

(10)

(3)

Purchases

7

21

Settlements

(20)

(14)

Ending balance

$ 666

$ 839

Other debt obligations

  

Beginning balance

$ 244

$ 256

Net realized gains/(losses)

1

1

Net unrealized gains/(losses)

4

Purchases

5

1

Settlements

(15)

(11)

Ending balance

$ 235

$ 251

Equity securities

  

Beginning balance

$ 9,674

$ 8,856

Net realized gains/(losses)

(6)

(1)

Net unrealized gains/(losses)

31

(123)

Purchases

74

80

Sales

(185)

(162)

Settlements

(96)

(64)

Transfers into level 3

188

243

Transfers out of level 3

(209)

(134)

Ending balance

$ 9,471

$ 8,695

Level 3 Rollforward Commentary for the Three Months

Ended March 2024. The net realized and unrealized gains

on level 3 investments of $115 million (reflecting $54 million

of net realized gains and $61 million of net unrealized gains)

for the three months ended March 2024 included gains/

(losses) of $(8) million reported in other principal

transactions and $123 million reported in interest income.

The drivers of the net unrealized gains on level 3 investments

for the three months ended March 2024 were not material.

Transfers into level 3 investments during the three months

ended March 2024 primarily reflected transfers of certain

equity securities from level 2 (principally due to reduced price

transparency as a result of a lack of market evidence,

including fewer market transactions in these instruments).

Transfers out of level 3 investments during the three months

ended March 2024 reflected transfers of certain corporate

debt securities to level 2 (principally due to certain

unobservable yield inputs becoming less significant to the

valuation of these instruments) and certain private equity

securities to level 2 (principally due to increased price

transparency as a result of market evidence, including market

transactions in these instruments).

Level 3 Rollforward Commentary for the Three Months

Ended March 2023. The net realized and unrealized gains

on level 3 investments of $26 million (reflecting $102 million

of net realized gains and $76 million of net unrealized losses)

for the three months ended March 2023 included gains/

(losses) of $(133) million reported in other principal

transactions and $159 million reported in interest income.

The net unrealized losses on level 3 investments for the three

months ended March 2023 reflected losses on certain private

equity securities (principally driven by corporate

performance).

Transfers into level 3 investments during the three months

ended March 2023 primarily reflected transfers of certain

corporate debt securities from level 2 (principally due to

certain unobservable yield and duration inputs becoming

significant to the valuation of these instruments) and certain

equity securities from level 2 (principally due to reduced price

transparency as a result of a lack of market evidence,

including fewer market transactions in these instruments).

Transfers out of level 3 investments during the three months

ended March 2023 primarily reflected transfers of certain

equity securities to level 2 (principally due to increased price

transparency as a result of market evidence, including market

transactions in these instruments).

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 25 Goldman Sachs March 2024 Form 10-Q

Loans

Fair Value by Level. The table below presents loans held

for investment accounted for at fair value under the fair value

option by level within the fair value hierarchy.

$ in millions

Level 1

Level 2

Level 3

Total

As of March 2024

    

Loan Type

    

Corporate

$ –

$ 419

$ 339

$ 758

Real estate:

    

Commercial

327

170

497

Residential

3,797

56

3,853

Other collateralized

789

135

924

Other

25

66

91

Total

$ –

$ 5,357

$ 766

$ 6,123

As of December 2023

    

Loan Type

    

Corporate

$ –

$ 415

$ 344

$ 759

Real estate:

    

Commercial

360

203

563

Residential

4,087

58

4,145

Other collateralized

775

136

911

Other

46

82

128

Total

$ –

$ 5,683

$ 823

$ 6,506

The gains/(losses) as a result of changes in the fair value of

loans held for investment for which the fair value option was

elected were $(37) million for the three months ended March

2024 and $76 million for the three months ended March 2023.

These gains/(losses) were included in other principal

transactions.

Significant Unobservable Inputs. The table below

presents the amount of level 3 loans, and ranges and weighted

averages of significant unobservable inputs used to value such

loans.

 

As of March 2024

As of December 2023

$ in millions

Amount or

Range

Weighted Average

Amount or

Range

Weighted Average

Corporate

    

Level 3 assets

339

 

$ 344

 

Yield

8.0% to 17.1%

12.0%

8.0% to 17.1%

10.5%

Recovery rate

2.0% to 95.0%

73.2%

2.0% to 95.0%

74.0%

Duration (years)

0.5 to 2.0

1.4

0.7 to 2.3

1.7

Real estate

    

Level 3 assets

226

 

$ 261

 

Yield

5.6% to 21.4%

17.8%

5.0% to 21.4%

18.1%

Recovery rate

4.2% to 99.2%

62.8%

5.3% to 99.2%

66.0%

Duration (years)

0.5 to 6.2

0.9

0.5 to 6.2

1.6

Other collateralized

   

Level 3 assets

135

 

$ 136

 

Yield

6.2% to 8.8%

6.6%

5.6% to 8.7%

6.1%

Other

    

Level 3 assets

66

 

$ 82

 

Yield

7.3% to 14.5%

10.4%

7.3% to 13.5%

9.6%

Duration (years)

4.2 to 5.2

4.6

3.6 to 5.2

4.2

$

$

$

$

In the table above:

  • Ranges represent the significant unobservable inputs that

    were used in the valuation of each type of loan.

  • Weighted averages are calculated by weighting each input

    by the relative fair value of the loan.

  • The ranges and weighted averages of these inputs are not

    representative of the appropriate inputs to use when

    calculating the fair value of any one loan. For example, the

    highest yield for real estate loans is appropriate for valuing

    a specific real estate loan but may not be appropriate for

    valuing any other real estate loan. Accordingly, the ranges

    of inputs do not represent uncertainty in, or possible ranges

    of, fair value measurements of level 3 loans.

  • Increases in yield or duration used in the valuation of level

    3 loans would have resulted in a lower fair value

    measurement, while increases in recovery rate would have

    resulted in a higher fair value measurement as of both

    March 2024 and December 2023. Due to the distinctive

    nature of each level 3 loan, the interrelationship of inputs is

    not necessarily uniform within each product type.

  • Loans are valued using discounted cash flows.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 26

Level 3 Rollforward. The table below presents a summary

of the changes in fair value for level 3 loans.

 

Three Months

Ended March

$ in millions

2024

2023

Beginning balance

$ 823

$ 1,837

Net realized gains/(losses)

11

19

Net unrealized gains/(losses)

(13)

3

Purchases

7

33

Sales

(31)

(5)

Settlements

(31)

(100)

Ending balance

$ 766

$ 1,787

In the table above:

  • Changes in fair value are presented for loans that are

    classified in level 3 as of the end of the period.

  • Net unrealized gains/(losses) relates to loans that were still

    held at period-end.

  • Purchases includes originations and secondary purchases.
  • Transfers between levels of the fair value hierarchy are

    reported at the beginning of the reporting period in which

    they occur. If a loan was transferred to level 3 during a

    reporting period, its entire gain or loss for the period is

    classified in level 3.

The table below presents information, by loan type, for loans

included in the summary table above.

 

Three Months

Ended March

$ in millions

2024

2023

Corporate

  

Beginning balance

$ 344

$ 637

Net realized gains/(losses)

4

10

Net unrealized gains/(losses)

(9)

(1)

Purchases

7

32

Sales

(5)

Settlements

(7)

(27)

Ending balance

$ 339

$ 646

Real estate

  

Beginning balance

$ 261

$ 785

Net realized gains/(losses)

4

5

Net unrealized gains/(losses)

(2)

(5)

Purchases

1

Sales

(31)

Settlements

(6)

(64)

Ending balance

$ 226

$ 722

Other collateralized

  

Beginning balance

$ 136

$ 140

Net realized gains/(losses)

1

1

Net unrealized gains/(losses)

1

Settlements

(2)

(1)

Ending balance

$ 135

$ 141

Other

  

Beginning balance

$ 82

$ 275

Net realized gains/(losses)

2

3

Net unrealized gains/(losses)

(2)

8

Settlements

(16)

 

Ending balance

$ 66

(8) $ 278

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 27 Goldman Sachs March 2024 Form 10-Q

Level 3 Rollforward Commentary for the Three Months

Ended March 2024. The net realized and unrealized losses

on level 3 loans of $2 million (reflecting $11 million of net

realized gains and $13 million of net unrealized losses) for the

three months ended March 2024 included gains/(losses) of

$(9) million reported in other principal transactions and $7

million reported in interest income.

The drivers of the net unrealized losses on level 3 loans for

the three months ended March 2024 were not material.

There were no transfers into or out of level 3 loans during the

three months ended March 2024.

Level 3 Rollforward Commentary for the Three Months

Ended March 2023. The net realized and unrealized gains

on level 3 loans of $22 million (reflecting $19 million of net

realized gains and $3 million of net unrealized gains) for the

three months ended March 2023 included gains of $8 million

reported in other principal transactions and $14 million

reported in interest income.

The drivers of the net unrealized losses on level 3 loans for

the three months ended March 2023 were not material.

There were no transfers into or out of level 3 loans during the

three months ended March 2023.

Other Financial Assets and Liabilities

Fair Value by Level. The table below presents, by level

within the fair value hierarchy, other financial assets and

liabilities at fair value, substantially all of which are

accounted for at fair value under the fair value option.

$ in millions

Level 1

Level 2

Level 3

Total

As of March 2024

    

Assets

    

Resale agreements

$ –

$ 231,655

$ –

$ 231,655

Securities borrowed

48,624

48,624

Customer and other receivables

23

23

Other assets

73

175

248

Total

$ –

$ 280,375

$ 175

$ 280,550

Liabilities

    

Deposits

$ –

$ (28,621)

$ (2,749)

$ (31,370)

Repurchase agreements

(267,479)

(267,479)

Securities loaned

(10,289)

(10,289)

Other secured financings

(12,864)

(1,934)

(14,798)

Unsecured borrowings:

    

Short-term

(43,858)

(6,159)

(50,017)

Long-term

(73,606)

(13,536)

(87,142)

Other liabilities

(81)

(69)

(150)

Total

$ –

$ (436,798)

$ (24,447)

$ (461,245)

As of December 2023

    

Assets

    

Resale agreements

$ –

$ 223,543

$ –

$ 223,543

Securities borrowed

44,930

44,930

Customer and other receivables

23

23

Other assets

179

187

366

Total

$ –

$ 268,675

$ 187

$ 268,862

Liabilities

    

Deposits

$ –

$ (26,723)

$ (2,737)

$ (29,460)

Repurchase agreements

(249,887)

(249,887)

Securities loaned

(8,934)

(8,934)

Other secured financings

(10,532)

(2,022)

(12,554)

Unsecured borrowings:

    

Short-term

(40,538)

(5,589)

(46,127)

Long-term

(72,562)

(13,848)

(86,410)

Other liabilities

(187)

(79)

(266)

Total

$ –

$ (409,363)

$ (24,275)

$ (433,638)

In the table above, assets are shown as positive amounts and

liabilities are shown as negative amounts.

See Note 4 for an overview of the firm’s fair value

measurement policies, valuation techniques and significant

inputs used to determine the fair value of other financial

assets and liabilities.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 28

Significant Unobservable Inputs. See below for

information about the significant unobservable inputs used to

value level 3 other financial assets and liabilities at fair value

as of both March 2024 and December 2023.

Other Secured Financings. The ranges and weighted

averages of significant unobservable inputs used to value level

3 other secured financings are presented below. These ranges

and weighted averages exclude unobservable inputs that are

only relevant to a single instrument, and therefore are not

meaningful.

As of March 2024:

  • Yield: 6.7% to 11.8% (weighted average: 8.6%)
  • Duration: 0.3 to 6.1 years (weighted average: 2.2 years)

As of December 2023:

  • Yield: 6.7% to 11.3% (weighted average: 8.5%)
  • Duration: 0.1 to 4.5 years (weighted average: 0.9 years)

Generally, increases in yield or duration, in isolation, would

have resulted in a lower fair value measurement as of period-

end. Due to the distinctive nature of each of level 3 other

secured financings, the interrelationship of inputs is not

necessarily uniform across such financings. See Note 11 for

further information about other secured financings.

Deposits, Unsecured Borrowings and Other Assets

and Liabilities. Substantially all of the firm’s deposits,

unsecured short- and long-term borrowings, and other assets

and liabilities that are classified in level 3 are hybrid financial

instruments. As the significant unobservable inputs used to

value hybrid financial instruments primarily relate to the

embedded derivative component of these deposits, unsecured

borrowings and other assets and liabilities, these

unobservable inputs are incorporated in the firm’s derivative

disclosures. See Note 12 for further information about other

assets, Note 13 for further information about deposits, Note

14 for further information about unsecured borrowings and

Note 15 for further information about other liabilities.

Level 3 Rollforward. The table below presents a summary

of the changes in fair value for level 3 other financial assets

and liabilities accounted for at fair value.

 

Three Months Ended March

$ in millions

2024

2023

Assets

  

Beginning balance

$ 187

$ 74

Net unrealized gains/(losses)

(2)

30

Sales

(11)

Ending balance

$ 174

$ 104

Liabilities

  

Beginning balance

$ (24,275)

$ (18,826)

Net realized gains/(losses)

(137)

(94)

Net unrealized gains/(losses)

117

(821)

Issuances

(3,443)

(2,251)

Settlements

3,369

2,522

Transfers into level 3

(1,084)

(1,391)

Transfers out of level 3

1,006

623

Ending balance

$ (24,447)

$ (20,238)

In the table above:

  • Changes in fair value are presented for all other financial

    assets and liabilities that are classified in level 3 as of the

    end of the period.

  • Net unrealized gains/(losses) relates to other financial

    assets and liabilities that were still held at period-end.

  • Transfers between levels of the fair value hierarchy are

    reported at the beginning of the reporting period in which

    they occur. If a financial instrument was transferred to

    level 3 during a reporting period, its entire gain or loss for

    the period is classified in level 3.

  • For level 3 other financial assets, increases are shown as

    positive amounts, while decreases are shown as negative

    amounts. For level 3 other financial liabilities, increases are

    shown as negative amounts, while decreases are shown as

    positive amounts.

  • Level 3 other financial assets and liabilities are frequently

    economically hedged with trading assets and liabilities.

    Accordingly, gains or losses that are classified in level 3 can

    be partially offset by gains or losses attributable to level 1,

    2 or 3 trading assets and liabilities. As a result, gains or

    losses included in the level 3 rollforward below do not

    necessarily represent the overall impact on the firm’s

    results of operations, liquidity or capital resources.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 29 Goldman Sachs March 2024 Form 10-Q

The table below presents information, by the consolidated

balance sheet line items, for liabilities included in the

summary table above.

 

Three Months Ended March 2023

$ in millions

2024

 

Deposits

  

Beginning balance

$ (2,737)

$ (2,743)

Net realized gains/(losses)

1

Net unrealized gains/(losses)

(103)

(8)

Issuances

(121)

(119)

Settlements

175

224

Transfers into level 3

(18)

(6)

Transfers out of level 3

55

14

Ending balance

$ (2,749)

$ (2,637)

Other secured financings

  

Beginning balance

$ (2,022)

$ (1,842)

Net realized gains/(losses)

(2)

(7)

Net unrealized gains/(losses)

33

(32)

Issuances

(347)

(98)

Settlements

405

187

Transfers into level 3

(1)

(121)

Transfers out of level 3

77

Ending balance

$ (1,934)

$ (1,836)

Unsecured short-term borrowings

  

Beginning balance

$ (5,589)

$ (4,090)

Net realized gains/(losses)

(49)

(57)

Net unrealized gains/(losses)

(76)

(298)

Issuances

(2,005)

(1,473)

Settlements

1,213

1,216

Transfers into level 3

(173)

(132)

Transfers out of level 3

520

320

Ending balance

$ (6,159)

$ (4,514)

Unsecured long-term borrowings

  

Beginning balance

$ (13,848)

$ (10,066)

Net realized gains/(losses)

(86)

(31)

Net unrealized gains/(losses)

253

(477)

Issuances

(970)

(561)

Settlements

1,576

895

Transfers into level 3

(892)

(1,132)

Transfers out of level 3

431

212

Ending balance

$ (13,536)

$ (11,160)

Other liabilities

  

Beginning balance

$ (79)

$ (85)

Net unrealized gains/(losses)

10

(6)

Ending balance

$ (69)

$ (91)

Level 3 Rollforward Commentary for the Three Months

Ended March 2024. The net realized and unrealized losses

on level 3 other financial liabilities of $20 million (reflecting

$137 million of net realized losses and $117 million of net

unrealized gains) for the three months ended March 2024

included gains/(losses) of $111 million reported in market

making, $(7) million reported in other principal transactions

and $(4) million reported in interest expense in the

consolidated statements of earnings, and $(120) million

reported in debt valuation adjustment in the consolidated

statements of comprehensive income.

The net unrealized gains on level 3 other financial liabilities

for the three months ended March 2024 primarily reflected

gains on certain hybrid financial instruments included in

unsecured long-term borrowings (principally due to the

impact of changes in foreign exchange rates), partially offset

by losses on certain hybrid financial instruments included in

bank deposits (principally due to an increase in global equity

prices).

Transfers into level 3 other financial liabilities during the

three months ended March 2024 primarily reflected transfers

of certain hybrid financial instruments included in unsecured

long-term borrowings from level 2 (principally due to

reduced price transparency of certain credit spread and

volatility inputs used to value these instruments) and

transfers of certain hybrid financial instruments included in

unsecured short-term borrowings from level 2 (principally

due to reduced price transparency of certain volatility inputs

used to value these instruments).

Transfers out of level 3 other financial liabilities during the

three months ended March 2024 primarily reflected transfers

of certain hybrid financial instruments in unsecured short-

and long-term borrowings to level 2 (principally due to

increased price transparency of certain volatility inputs used

to value these instruments).

Level 3 Rollforward Commentary for the Three Months

Ended March 2023. The net realized and unrealized losses

on level 3 other financial liabilities of $915 million (reflecting

$94 million of net realized losses and $821 million of net

unrealized losses) for the three months ended March 2023

included gains/(losses) of $(939) million reported in market

making, $(15) million reported in other principal transactions

and $(9) million reported in interest expense in the

consolidated statements of earnings, and $48 million reported

in debt valuation adjustment in the consolidated statements

of comprehensive income.

The net unrealized losses on level 3 other financial liabilities

for the three months ended March 2023 primarily reflected

losses on certain hybrid financial instruments included in

unsecured long- and short-term borrowings (principally due

to an increase in global equity prices).

Transfers into level 3 other financial liabilities during the

three months ended March 2023 primarily reflected transfers

of certain hybrid financial instruments included in unsecured

long-term borrowings from level 2 (principally due to

reduced price transparency of certain volatility inputs used to

value these instruments).

Transfers out of level 3 other financial liabilities during the

three months ended March 2023 primarily reflected transfers

of certain hybrid financial instruments included in unsecured

short- and long-term borrowings to level 2 (principally due to

increased price transparency of certain volatility inputs used

to value these instruments).

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 30

Note 6.

Trading Assets and Liabilities

Trading assets and liabilities include trading cash instruments

and derivatives held in connection with the firm’s market-

making or risk management activities. These assets and

liabilities are carried at fair value either under the fair value

option or in accordance with other U.S. GAAP, and the

related fair value gains and losses are generally recognized in

the consolidated statements of earnings.

The table below presents a summary of trading assets and

liabilities.

$ in millions

Trading Assets

Trading Liabilities

As of March 2024

  

Trading cash instruments

$ 462,099

$ 142,021

Derivatives

45,619

59,121

Total

$ 507,718

$ 201,142

As of December 2023

  

Trading cash instruments

$ 426,390

$ 143,601

Derivatives

51,120

56,754

Total

$ 477,510

$ 200,355

See Note 5 for further information about trading cash

instruments and Note 7 for further information about

derivatives.

Gains and Losses from Market Making

The table below presents market making revenues by major

product type.

 

Three Months

Ended March

$ in millions

2024

2023

Interest rates

$ (1,012)

$ 2,382

Credit

1,137

347

Currencies

2,774

363

Equities

2,408

1,478

Commodities

685

863

Total

$ 5,992

$ 5,433

In the table above:

  • Gains/(losses) include both realized and unrealized gains

    and losses. Gains/(losses) exclude related interest income

    and interest expense. See Note 23 for further information

    about interest income and interest expense.

  • Gains/(losses) included in market making are primarily

    related to the firm’s trading assets and liabilities, including

    both derivative and non-derivative financial instruments.

  • Gains/(losses) are not representative of the manner in

    which the firm manages its business activities because

    many of the firm’s market-making and client facilitation

    strategies utilize financial instruments across various

    product types. Accordingly, gains or losses in one product

    type frequently offset gains or losses in other product types.

    For example, most of the firm’s longer-term derivatives

    across product types are sensitive to changes in interest

    rates and may be economically hedged with interest rate

    swaps. Similarly, a significant portion of the firm’s trading

    cash instruments and derivatives across product types has

    exposure to foreign currencies and may be economically

    hedged with foreign currency contracts.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 31 Goldman Sachs March 2024 Form 10-Q

Note 7.

Derivatives and Hedging Activities

Derivative Activities

Derivatives are instruments that derive their value from

underlying asset prices, indices, reference rates and other

inputs, or a combination of these factors. Derivatives may be

traded on an exchange (exchange-traded) or they may be

privately negotiated contracts, which are usually referred to

as OTC derivatives. Certain of the firm’s OTC derivatives

are cleared and settled through central clearing

counterparties (OTC-cleared), while others are bilateral

contracts between two counterparties (bilateral OTC).

Market Making. As a market maker, the firm enters into

derivative transactions to provide liquidity to clients and to

facilitate the transfer and hedging of their risks. In this role,

the firm typically acts as principal and is required to commit

capital to provide execution, and maintains market-making

positions in response to, or in anticipation of, client demand.

Risk Management. The firm also enters into derivatives to

actively manage risk exposures that arise from its market-

making and investing and financing activities. The firm’s

holdings and exposures are hedged, in many cases, on either a

portfolio or risk-specific basis, as opposed to an instrument-

by-instrument basis. The offsetting impact of this economic

hedging is reflected in the same business segment as the

related revenues. In addition, the firm may enter into

derivatives designated as hedges under U.S. GAAP. These

derivatives are used to manage interest rate exposure of

certain fixed-rate unsecured borrowings and deposits and

certain U.S. and non-U.S. government securities classified as

available-for-sale, foreign exchange risk of certain available-

for-sale securities and the net investment in certain non-U.S.

operations.

The firm enters into various types of derivatives, including:

  • Futures and Forwards. Contracts that commit

    counterparties to purchase or sell financial instruments,

    commodities or currencies in the future.

  • Swaps. Contracts that require counterparties to exchange

    cash flows, such as currency or interest payment streams.

    The amounts exchanged are based on the specific terms of

    the contract with reference to specified rates, financial

    instruments, commodities, currencies or indices.

  • Options. Contracts in which the option purchaser has the

    right, but not the obligation, to purchase from or sell to the

    option writer financial instruments, commodities or

    currencies within a defined time period for a specified

    price.

Derivatives are reported on a net-by-counterparty basis (i.e.,

the net payable or receivable for derivative assets and

liabilities for a given counterparty) when a legal right of

setoff exists under an enforceable netting agreement

(counterparty netting). Derivatives are accounted for at fair

value, net of cash collateral received or posted under

enforceable credit support agreements (cash collateral

netting). Derivative assets are included in trading assets and

derivative liabilities are included in trading liabilities.

Realized and unrealized gains and losses on derivatives not

designated as hedges are included in market making (for

derivatives included in Fixed Income, Currency and

Commodities (FICC) and Equities within Global Banking &

Markets), and other principal transactions (for derivatives

included in Investment banking fees and Other within Global

Banking & Markets, as well as derivatives in Asset & Wealth

Management) in the consolidated statements of earnings. For

both the three months ended March 2024 and March 2023,

substantially all of the firm’s derivatives were included in

Global Banking & Markets.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 32

The tables below present the gross fair value and the notional

amounts of derivative contracts by major product type, the

amounts of counterparty and cash collateral netting in the

consolidated balance sheets, as well as cash and securities

collateral posted and received under enforceable credit

support agreements that do not meet the criteria for netting

under U.S. GAAP.

 

As of March 2024

As of December 2023

$ in millions

Derivative Assets

Derivative Liabilities

Derivative Assets

Derivative Liabilities

Not accounted for as hedges

   

Exchange-traded

$ 3,212

$ 1,029

$ 3,401

$ 1,129

OTC-cleared

65,966

64,067

67,815

64,490

Bilateral OTC

161,855

138,599

171,109

149,444

Total interest rates

231,033

203,695

242,325

215,063

OTC-cleared

1,551

1,741

1,271

1,533

Bilateral OTC

10,305

9,148

11,554

8,601

Total credit

11,856

10,889

12,825

10,134

Exchange-traded

90

5

708

15

OTC-cleared

422

493

1,033

1,632

Bilateral OTC

78,290

79,224

88,158

95,742

Total currencies

78,802

79,722

89,899

97,389

Exchange-traded

5,540

5,997

5,468

5,998

OTC-cleared

576

676

635

711

Bilateral OTC

10,226

10,764

10,739

11,234

Total commodities

16,342

17,437

16,842

17,943

Exchange-traded

50,237

63,174

31,315

39,247

OTC-cleared

127

205

122

171

Bilateral OTC

33,150

48,315

28,601

40,696

Total equities

83,514

111,694

60,038

80,114

Subtotal

421,547

423,437

421,929

420,643

     

Accounted for as hedges

   

OTC-cleared

1

Bilateral OTC

234

9

298

9

Total interest rates

234

10

298

9

OTC-cleared

1

7

Bilateral OTC

13

73

5

208

Total currencies

14

73

5

215

Subtotal

248

83

303

224

Total gross fair value

$ 421,795

$ 423,520

$ 422,232

$ 420,867

Offset in the consolidated balance sheets

  

Exchange-traded

$ (50,321)

$ (50,321)

$ (32,722)

$ (32,722)

OTC-cleared

(66,406)

(66,406)

(67,272)

(67,272)

Bilateral OTC

(206,940)

(206,940)

(221,395)

(221,395)

Counterparty netting

(323,667)

(323,667)

(321,389)

(321,389)

OTC-cleared

(1,960)

(226)

(1,335)

(486)

Bilateral OTC

(50,549)

(40,506)

(48,388)

(42,238)

Cash collateral netting

(52,509)

(40,732)

(49,723)

(42,724)

Total amounts offset

$ (376,176)

$ (364,399)

$ (371,112)

$ (364,113)

consolidated balance sheets

Exchange-traded

$ 8,758

$ 19,884

$ 8,170

$ 13,667

OTC-cleared

277

551

2,269

786

Bilateral OTC

36,584

38,686

40,681

42,301

Total

$ 45,619

$ 59,121

$ 51,120

$ 56,754

Not offset in the consolidated balance sheets

 

Cash collateral

$ (969)

$ (1,316)

$ (877)

$ (2,732)

Securities collateral

(13,631)

(5,104)

(13,425)

(6,516)

Total

$ 31,019

$ 52,701

$ 36,818

$ 47,506

Included in the

Notional Amounts as of

$ in millions

March 2024

December 2023

Not accounted for as hedges

  

Exchange-traded

$ 3,932,033

$ 3,854,689

OTC-cleared

17,125,644

16,007,915

Bilateral OTC

11,840,949

12,390,595

Total interest rates

32,898,626

32,253,199

Exchange-traded

118

299

OTC-cleared

574,525

498,720

Bilateral OTC

628,230

619,975

Total credit

1,202,873

1,118,994

Exchange-traded

8,604

11,586

OTC-cleared

313,499

268,293

Bilateral OTC

7,080,379

6,363,700

Total currencies

7,402,482

6,643,579

Exchange-traded

355,834

306,787

OTC-cleared

3,193

3,323

Bilateral OTC

196,857

199,270

Total commodities

555,884

509,380

Exchange-traded

1,733,433

1,564,341

OTC-cleared

1,749

1,487

Bilateral OTC

1,276,830

1,204,140

Total equities

3,012,012

2,769,968

Subtotal

45,071,877

43,295,120

Accounted for as hedges

  

OTC-cleared

230,554

241,160

Bilateral OTC

2,816

2,914

Total interest rates

233,370

244,074

OTC-cleared

3,952

1,227

Bilateral OTC

6,773

9,130

Total currencies

10,725

10,357

Subtotal

244,095

254,431

Total notional amounts

$ 45,315,972

$ 43,549,551

In the tables above:

  • Gross fair values exclude the effects of both counterparty

    netting and collateral, and therefore are not representative

    of the firm’s exposure.

  • Where the firm has received or posted collateral under

    credit support agreements, but has not yet determined such

    agreements are enforceable, the related collateral has not

    been netted.

  • Notional amounts, which represent the sum of gross long

    and short derivative contracts, provide an indication of the

    volume of the firm’s derivative activity and do not

    represent anticipated losses.

  • Total gross fair value of derivatives included derivative

    assets of $7.51 billion as of March 2024 and $8.98 billion as

    of December 2023, and derivative liabilities of $12.38

    billion as of March 2024 and $16.03 billion as of December

    2023, which are not subject to an enforceable netting

    agreement or are subject to a netting agreement that the

    firm has not yet determined to be enforceable.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 33 Goldman Sachs March 2024 Form 10-Q

OTC Derivatives

The table below presents OTC derivative assets and liabilities

by tenor and major product type.

$ in millions

Less than 1 Year

1 - 5 Years

Greater than

5 Years

Total

As of March 2024

    

Assets

    

Interest rates

$ 4,886

$ 11,995

$ 49,502

$ 66,383

Credit

495

3,243

2,438

6,176

Currencies

9,376

7,736

5,162

22,274

Commodities

3,111

2,021

1,427

6,559

Equities

7,548

2,438

1,646

11,632

Counterparty netting in tenors

(2,581)

(2,396)

(3,559)

(8,536)

Subtotal

$ 22,835

$ 25,037

$ 56,616

$ 104,488

Cross-tenor counterparty netting

   

(15,118)

Cash collateral netting

   

(52,509)

Total OTC derivative assets

   

$ 36,861

Liabilities

    

Interest rates

$ 7,518

$ 15,552

$ 17,917

$ 40,987

Credit

1,501

2,603

1,106

5,210

Currencies

8,471

7,383

7,485

23,339

Commodities

3,070

2,876

1,266

7,212

Equities

9,130

12,813

4,932

26,875

Counterparty netting in tenors

(2,581)

(2,396)

(3,559)

(8,536)

Subtotal

$ 27,109

$ 38,831

$ 29,147

$ 95,087

Cross-tenor counterparty netting

   

(15,118)

Cash collateral netting

   

(40,732)

Total OTC derivative liabilities

   

$ 39,237

As of December 2023

    

Assets

    

Interest rates

$ 9,511

$ 12,178

$ 49,045

$ 70,734

Credit

1,814

3,283

1,961

7,058

Currencies

9,117

7,579

5,479

22,175

Commodities

2,993

2,574

1,451

7,018

Equities

6,625

3,155

1,655

11,435

Counterparty netting in tenors

(3,046)

(2,765)

(3,648)

(9,459)

Subtotal

$ 27,014

$ 26,004

$ 55,943

$ 108,961

Cross-tenor counterparty netting

   

(16,288)

Cash collateral netting

   

(49,723)

Total OTC derivative assets

   

$ 42,950

Liabilities

    

Interest rates

$ 11,952

$ 15,972

$ 17,540

$ 45,464

Credit

792

2,508

1,067

4,367

Currencies

15,335

7,934

7,299

30,568

Commodities

2,526

3,643

1,419

7,588

Equities

10,183

10,048

3,340

23,571

Counterparty netting in tenors

(3,046)

(2,765)

(3,648)

(9,459)

Subtotal

$ 37,742

$ 37,340

$ 27,017

$ 102,099

Cross-tenor counterparty netting

   

(16,288)

Cash collateral netting

   

(42,724)

Total OTC derivative liabilities

   

$ 43,087

In the table above:

  • Tenor is based on the remaining contractual maturity for

    substantially all written credit derivatives.

  • Counterparty netting within the same product type and

    tenor category is included within such product type and

    tenor category.

  • Counterparty netting across product types within the same

    tenor category is included in counterparty netting in tenors.

    Where the counterparty netting is across tenor categories,

    the netting is included in cross-tenor counterparty netting.

See Note 4 for an overview of the firm’s fair value

measurement policies, valuation techniques and significant

inputs used to determine the fair value of derivatives, and

Note 5 for information about derivatives within the fair value

hierarchy.

Credit Derivatives

The firm enters into a broad array of credit derivatives to

facilitate client transactions and to manage the credit risk

associated with market-making and investing and financing

activities. Credit derivatives are actively managed based on

the firm’s net risk position. Credit derivatives are generally

individually negotiated contracts and can have various

settlement and payment conventions. Credit events include

failure to pay, bankruptcy, acceleration of indebtedness,

restructuring, repudiation and dissolution of the reference

entity.

The firm enters into the following types of credit derivatives:

  • Credit Default Swaps. Single-name credit default swaps

    protect the buyer against the loss of principal on one or

    more bonds, loans or mortgages (reference obligations) in

    the event the issuer of the reference obligations suffers a

    credit event. The buyer of protection pays an initial or

    periodic premium to the seller and receives protection for

    the period of the contract. If there is no credit event, as

    defined in the contract, the seller of protection makes no

    payments to the buyer. If a credit event occurs, the seller of

    protection is required to make a payment to the buyer,

    calculated according to the terms of the contract.

  • Credit Options. In a credit option, the option writer

    assumes the obligation to purchase or sell a reference

    obligation at a specified price or credit spread. The option

    purchaser buys the right, but does not assume the

    obligation, to sell the reference obligation to, or purchase it

    from, the option writer. The payments on credit options

    depend either on a particular credit spread or the price of

    the reference obligation.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 34

  • Credit Indices, Baskets and Tranches. Credit

    derivatives may reference a basket of single-name credit

    default swaps or a broad-based index. If a credit event

    occurs in one of the underlying reference obligations, the

    protection seller pays the protection buyer. The payment is

    typically a pro-rata portion of the transaction’s total

    notional amount based on the underlying defaulted

    reference obligation. In certain transactions, the credit risk

    of a basket or index is separated into various portions

    (tranches), each having different levels of subordination.

    The most junior tranches cover initial defaults and once

    losses exceed the notional amount of these junior tranches,

    any excess loss is covered by the next most senior tranche.

  • Total Return Swaps. A total return swap transfers the

    risks relating to economic performance of a reference

    obligation from the protection buyer to the protection

    seller. Typically, the protection buyer receives a floating

    rate of interest and protection against any reduction in fair

    value of the reference obligation, and the protection seller

    receives the cash flows associated with the reference

    obligation, plus any increase in the fair value of the

    reference obligation.

The firm economically hedges its exposure to written credit

derivatives primarily by entering into offsetting purchased

credit derivatives with identical underliers. Substantially all

of the firm’s purchased credit derivative transactions are with

financial institutions and are subject to stringent collateral

thresholds. In addition, upon the occurrence of a specified

trigger event, the firm may take possession of the reference

obligations underlying a particular written credit derivative,

and consequently may, upon liquidation of the reference

obligations, recover amounts on the underlying reference

obligations in the event of default.

The table below presents information about credit

derivatives.

Credit

 

Spread on Underlier (basis points)

$ in millions

0 - 250

251 - 500

501 - 1,000

than 1,000

Total

As of March 2024

Maximum Payout/Notional Amount of Written Credit Derivatives by Tenor

Less than 1 year

$ 131,505

$ 15,462

$ 627

$ 2,961

$ 150,555

1 - 5 years

326,348

10,983

4,762

6,280

348,373

Greater than 5 years

66,302

8,465

1,418

780

76,965

Total

$ 524,155

$ 34,910

$ 6,807

$ 10,021

$ 575,893

Payout/Notional Amount of Purchased Credit Derivatives

Offsetting

$ 411,502

$ 18,542

$ 5,663

$ 8,738

$ 444,445

Other

165,727

13,698

1,533

1,577

182,535

Total

$ 577,229

$ 32,240

$ 7,196

$ 10,315

$ 626,980

Written Credit Derivatives

Asset

$ 11,974

$ 690

$ 185

$ 167

$ 13,016

Liability

2,587

175

100

439

3,301

Net asset/(liability)

$ 9,387

$ 515

$ 85

$ (272)

$ 9,715

As of December 2023

Maximum Payout/Notional Amount of Written Credit Derivatives by Tenor

Less than 1 year

$ 126,667

$ 12,594

$ 892

$ 3,611

$ 143,764

1 - 5 years

324,577

11,371

5,613

5,802

347,363

Greater than 5 years

30,406

1,316

671

249

32,642

Total

$ 481,650

$ 25,281

$ 7,176

$ 9,662

$ 523,769

 

Offsetting

$ 396,984

$ 11,857

$ 6,241

$ 8,246

$ 423,328

Other

155,468

12,862

1,948

1,619

171,897

Total

$ 552,452

$ 24,719

$ 8,189

$ 9,865

$ 595,225

Value of Written Credit Derivatives

Asset

$ 11,147

$ 654

$ 221

$ 165

$ 12,187

Liability

1,723

47

201

1,034

3,005

Net asset/(liability)

$ 9,424

$ 607

$ 20

$ (869)

$ 9,182

Greater

Maximum

Offsetting

$ 411,502

$ 18,542

$ 5,663

$ 8,738

$ 444,445

Other

165,727

13,698

1,533

1,577

182,535

Total

$ 577,229

$ 32,240

$ 7,196

$ 10,315

$ 626,980

Fair Value of

Maximum Payout/Notional Amount of Written Credit Derivatives by Tenor

Less than 1 year

$ 126,667

$ 12,594

$ 892

$ 3,611

$ 143,764

1 - 5 years

324,577

11,371

5,613

5,802

347,363

Greater than 5 years

30,406

1,316

671

249

32,642

Total

$ 481,650

$ 25,281

$ 7,176

$ 9,662

$ 523,769

Maximum Payout/Notional Amount of Purchased Credit Derivatives

Offsetting

$ 396,984

$ 11,857

$ 6,241

$ 8,246

$ 423,328

Other

155,468

12,862

1,948

1,619

171,897

Total

$ 552,452

$ 24,719

$ 8,189

$ 9,865

$ 595,225

Fair

In the table above:

  • Fair values exclude the effects of both netting of receivable

    balances with payable balances under enforceable netting

    agreements, and netting of cash received or posted under

    enforceable credit support agreements, and therefore are

    not representative of the firm’s credit exposure.

  • Tenor is generally based on remaining contractual

    maturity.

  • The credit spread on the underlier, together with the tenor

    of the contract, are indicators of payment/performance

    risk. The firm is less likely to pay or otherwise be required

    to perform where the credit spread and the tenor are lower.

  • Offsetting purchased credit derivatives represent the

    notional amount of purchased credit derivatives that

    economically hedge written credit derivatives with identical

    underliers.

  • Other purchased credit derivatives represent the notional

    amount of all other purchased credit derivatives not

    included in offsetting.

  • Written and purchased credit derivatives primarily consist

    of credit default swaps.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 35 Goldman Sachs March 2024 Form 10-Q

Impact of Credit and Funding Spreads on Derivatives

The firm realizes gains or losses on its derivative contracts.

These gains or losses include credit valuation adjustments

(CVAs) relating to uncollateralized derivative assets and

liabilities, which represent the gains or losses (including

hedges) attributable to the impact of changes in credit

exposure, counterparty credit spreads, liability funding

spreads (which include the firm’s own credit), probability of

default and assumed recovery. These gains or losses also

include funding valuation adjustments (FVA) relating to

uncollateralized derivative assets, which represent the gains

or losses (including hedges) attributable to the impact of

changes in expected funding exposures and funding spreads.

The table below presents information about CVA and FVA.

 

Three Months

Ended March

$ in millions

2024

2023

CVA, net of hedges

$ (59)

$ (99)

FVA, net of hedges

127

14

Total

$ 68

$ (85)

Bifurcated Embedded Derivatives

The table below presents the fair value and the notional

amount of derivatives that have been bifurcated from their

related borrowings.

 

As of

$ in millions

March 2024

December 2023

Fair value of assets

$ 427

$ 450

Fair value of liabilities

(265)

(307)

Net asset/(liability)

$ 162

$ 143

Notional amount

$ 7,871

$ 8,082

In the table above, derivatives that have been bifurcated from

their related borrowings are recorded at fair value and

primarily consist of interest rate, equity and commodity

products. These derivatives are included in unsecured short-

and long-term borrowings, as well as other secured

financings, with the related borrowings.

Derivatives with Credit-Related Contingent Features

Certain of the firm’s derivatives have been transacted under

bilateral agreements with counterparties who may require the

firm to post collateral or terminate the transactions based on

changes in the firm’s credit ratings. The firm assesses the

impact of these bilateral agreements by determining the

collateral or termination payments that would occur

assuming a downgrade by all rating agencies. A downgrade

by any one rating agency, depending on the agency’s relative

ratings of the firm at the time of the downgrade, may have an

impact which is comparable to the impact of a downgrade by

all rating agencies.

The table below presents information about net derivative

liabilities under bilateral agreements (excluding collateral

posted), the fair value of collateral posted and additional

collateral or termination payments that could have been

called by counterparties in the event of a one- or two-notch

downgrade in the firm’s credit ratings.

 

As of

$ in millions

March 2024

December 2023

Net derivative liabilities under bilateral agreements

$ 30,458

$ 30,021

Collateral posted

$ 20,473

$ 20,758

Additional collateral or termination payments:

  

One-notch downgrade

$ 309

$ 271

Two-notch downgrade

$ 1,590

$ 1,584

Hedge Accounting

The firm applies hedge accounting for (i) interest rate swaps

used to manage the interest rate exposure of certain fixed-

rate unsecured long- and short-term borrowings, certain

fixed-rate certificates of deposit and certain U.S. and non-

U.S. government securities classified as available-for-sale, (ii)

foreign currency forward contracts used to manage the

foreign exchange risk of certain securities classified as

available-for-sale and (iii) foreign currency forward contracts

and foreign currency-denominated debt used to manage

foreign exchange risk on the firm’s net investment in certain

non-U.S. operations.

To qualify for hedge accounting, the hedging instrument

must be highly effective at reducing the risk from the

exposure being hedged. Additionally, the firm must formally

document the hedging relationship at inception and assess the

hedging relationship at least on a quarterly basis to ensure the

hedging instrument continues to be highly effective over the

life of the hedging relationship.

Fair Value Hedges

The firm designates interest rate swaps as fair value hedges of

certain fixed-rate unsecured long- and short-term debt and

fixed-rate certificates of deposit and of certain U.S. and non-

U.S. government securities classified as available-for-sale.

These interest rate swaps hedge changes in fair value

attributable to the designated benchmark interest rate (e.g.,

Secured Overnight Financing Rate (SOFR), Overnight Index

Swap Rate or Sterling Overnight Index Average), effectively

converting a substantial portion of these fixed-rate financial

instruments into floating-rate financial instruments.

The firm applies a statistical method that utilizes regression

analysis when assessing the effectiveness of these hedging

relationships in achieving offsetting changes in the fair values

of the hedging instrument and the risk being hedged (i.e.,

interest rate risk). An interest rate swap is considered highly

effective in offsetting changes in fair value attributable to

changes in the hedged risk when the regression analysis

results in a coefficient of determination of 80% or greater

and a slope between 80% and 125%.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 36

For qualifying interest rate fair value hedges, gains or losses

on derivatives are included in interest income/expense. The

change in fair value of the hedged items attributable to the

risk being hedged is reported as an adjustment to its carrying

value (hedging adjustment) and is also included in interest

income/expense. When a derivative is no longer designated as

a hedge, any remaining difference between the carrying value

and par value of the hedged item is amortized in interest

income/expense over the remaining life of the hedged item

using the effective interest method. See Note 23 for further

information about interest income and interest expense.

The table below presents the gains/(losses) from interest rate

derivatives accounted for as hedges and the related hedged

items.

 

Three Months

Ended March

$ in millions

2024

2023

Investments

  

Interest rate hedges

$ 191

$ (90)

Hedged investments

(188)

86

Gains/(losses)

$ 3

$ (4)

Borrowings and deposits

  

Interest rate hedges

$ (1,855)

$ 2,712

Hedged borrowings and deposits

1,762

(2,847)

Gains/(losses)

$ (93)

$ (135)

The table below presents the carrying value of investments,

deposits and unsecured borrowings that are designated in an

interest rate hedging relationship and the related cumulative

hedging adjustment (increase/(decrease)) from current and

prior hedging relationships included in such carrying values.

$ in millions

Carrying Value

Cumulative Hedging Adjustment

As of March 2024

  

Assets

  

Investments

$ 20,361

$ (305)

Liabilities

  

Deposits

$ 3,008

$ (116)

Unsecured short-term borrowings

$ 12,544

$ (188)

Unsecured long-term borrowings

$ 125,072

$ (12,314)

As of December 2023

  

Assets

  

Investments

$ 16,523

$ (104)

Liabilities

  

Deposits

$ 3,435

$ (123)

Unsecured short-term borrowings

$ 14,449

$ (94)

Unsecured long-term borrowings

$ 134,992

$ (10,810)

In the table above:

  • Cumulative hedging adjustment included $(6.40) billion as

    of March 2024 and $(5.63) billion as of December 2023 of

    hedging adjustments from prior hedging relationships that

    were de-designated and substantially all were related to

    unsecured long-term borrowings.

  • The amortized cost of investments was $21.05 billion as of

    March 2024 and $17.33 billion as of December 2023.

In addition, cumulative hedging adjustments for items no

longer designated in a hedging relationship were not material

as of both March 2024 and December 2023.

The firm designates foreign currency forward contracts as

fair value hedges of the foreign exchange risk of non-U.S.

government securities classified as available-for-sale. See

Note 8 for information about the amortized cost and fair

value of such securities. The effectiveness of such hedges is

assessed based on changes in spot rates. The gains/(losses) on

the hedges (relating to both spot and forward points) and the

foreign exchange gains/(losses) on the related available-for-

sale securities are included in market making. The gross and

net gains/(losses) on hedges and the related hedged available-

for-sale securities were not material for both the three

months ended March 2024 and March 2023.

Net Investment Hedges

The firm seeks to reduce the impact of fluctuations in foreign

exchange rates on its net investments in certain non-U.S.

operations through the use of foreign currency forward

contracts and foreign currency-denominated debt. For

foreign currency forward contracts designated as hedges, the

effectiveness of the hedge is assessed based on the overall

changes in the fair value of the forward contracts (i.e., based

on changes in forward rates). For foreign currency-

denominated debt designated as a hedge, the effectiveness of

the hedge is assessed based on changes in spot rates. For

qualifying net investment hedges, all gains or losses on the

hedging instruments are included in currency translation.

The table below presents the gains/(losses) from net

investment hedging.

 

Three Months

Ended March

$ in millions

2024

2023

Hedges:

  

Foreign currency forward contract

$ 172

$ (117)

Foreign currency-denominated debt

$ 733

$ (231)

Gains or losses on individual net investments in non-U.S.

operations are reclassified from accumulated other

comprehensive income/(loss) to other principal transactions

in the consolidated statements of earnings when such net

investments are sold or substantially liquidated. The gross

and net gains/(losses) reclassified to earnings from

accumulated other comprehensive income/(loss) were not

material for both the three months ended March 2024 and

March 2023.

The firm had designated $26.48 billion as of March 2024 and

$27.52 billion as of December 2023 of foreign currency-

denominated debt, included in unsecured long- and short-

term borrowings, as hedges of net investments in non-U.S.

subsidiaries.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 37 Goldman Sachs March 2024 Form 10-Q

Note 8.

Investments

Investments includes equity securities and debt instruments

that are accounted for at fair value and are generally held by

the firm in connection with its long-term investing activities.

In addition, investments includes debt securities classified as

available-for-sale and held-to-maturity that are generally held

in connection with the firm’s asset-liability management

activities. Investments also consists of equity securities that

are accounted for under the equity method.

The table below presents information about investments.

 

As of

$ in millions

March 2024

December 2023

Equity securities, at fair value

$ 13,683

$ 13,747

Debt instruments, at fair value

12,511

12,879

Available-for-sale securities, at fair value

55,583

49,141

Investments, at fair value

81,777

75,767

Held-to-maturity securities

72,338

70,310

Equity-method investments

785

762

Total investments

$ 154,900

$ 146,839

See Note 4 for an overview of the firm’s fair value

measurement policies, valuation techniques and significant

inputs used to determine the fair value of investments, and

Note 5 for information about investments within the fair

value hierarchy.

Equity Securities and Debt Instruments, at Fair Value

Equity securities and debt instruments, at fair value are

accounted for at fair value either under the fair value option

or in accordance with other U.S. GAAP, and the related fair

value gains and losses are recognized in the consolidated

statements of earnings.

Equity Securities, at Fair Value. Equity securities, at fair

value consists of the firm’s public and private equity

investments in corporate and real estate entities.

The table below presents information about equity securities,

at fair value.

 

As of

$ in millions

March 2024

December 2023

Equity securities, at fair value

$ 13,683

$ 13,747

Equity Type

  

Public equity

8%

9%

Private equity

92%

91%

Total

100%

100%

Asset Class

  

Corporate

73%

73%

Real estate

27%

27%

Total

100%

100%

In the table above:

  • Equity securities, at fair value included investments

    accounted for at fair value under the fair value option

    where the firm would otherwise apply the equity method of

    accounting of $5.30 billion as of March 2024 and $5.18

    billion as of December 2023. Gains/(losses) recognized as a

    result of changes in the fair value of equity securities for

    which the fair value option was elected were $(63) million

    for the three months ended March 2024 and $(105) million

    for the three months ended March 2023. These gains/

    (losses) are included in other principal transactions.

  • Equity securities, at fair value included $1.20 billion as of

    March 2024 and $1.27 billion as of December 2023 of

    investments in funds that are measured at NAV.

  • Equity securities subject to contractual sale restrictions

    were not material as of both March 2024 and December

    2023.

Debt Instruments, at Fair Value. Debt instruments, at fair

value primarily includes mezzanine, senior and distressed

debt.

The table below presents information about debt

instruments, at fair value.

 

As of

 

March

December

$ in millions

2024

2023

Corporate debt securities

$ 8,657

$ 8,992

Securities backed by real estate

669

689

Money market instruments

1,165

1,051

Other

2,020

2,147

Total

$ 12,511

$ 12,879

In the table above:

  • Money market instruments primarily consist of time

    deposits.

  • Other included $1.70 billion as of March 2024 and $1.73

    billion as of December 2023 of investments in credit funds

    that are measured at NAV.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 38

Investments in Funds at Net Asset Value Per Share.

Equity securities and debt instruments, at fair value include

investments in funds that are measured at NAV of the

investment fund. The firm uses NAV to measure the fair

value of fund investments when (i) the fund investment does

not have a readily determinable fair value and (ii) the NAV of

the investment fund is calculated in a manner consistent with

the measurement principles of investment company

accounting, including measurement of the investments at fair

value.

Substantially all of the firm’s investments in funds at NAV

consist of investments in firm-sponsored private equity,

credit, real estate and hedge funds where the firm co-invests

with third-party investors.

Private equity funds primarily invest in a broad range of

industries worldwide, including leveraged buyouts,

recapitalizations, growth investments and distressed

investments. Credit funds generally invest in loans and other

fixed income instruments and are focused on providing

private high-yield capital for leveraged and management

buyout transactions, recapitalizations, financings,

refinancings, acquisitions and restructurings for private

equity firms, private family companies and corporate issuers.

Real estate funds invest globally, primarily in real estate

companies, loan portfolios, debt recapitalizations and

property. Substantially all private equity, credit and real

estate funds are closed-end funds in which the firm’s

investments are generally not eligible for redemption.

Distributions will be received from these funds as the

underlying assets are liquidated or distributed, the timing of

which is uncertain.

The firm also invests in hedge funds, primarily multi-

disciplinary hedge funds that employ a fundamental bottom-

up investment approach across various asset classes and

strategies. The firm’s investments in hedge funds primarily

include interests where the underlying assets are illiquid in

nature, and proceeds from redemptions will not be received

until the underlying assets are liquidated or distributed, the

timing of which is uncertain.

The table below presents the fair value of investments in

funds at NAV and the related unfunded commitments.

$ in millions

Fair Value of

Investments

Unfunded

Commitments

As of March 2024

  

Private equity funds

$ 815

$ 484

Credit funds

1,700

271

Hedge funds

34

Real estate funds

350

85

Total

$ 2,899

$ 840

As of December 2023

  

Private equity funds

$ 875

$ 484

Credit funds

1,733

248

Hedge funds

46

Real estate funds

346

65

Total

$ 3,000

$ 797

Available-for-Sale Securities

Available-for-sale securities are accounted for at fair value,

and the related unrealized fair value gains and losses are

included in accumulated other comprehensive income/(loss)

unless designated in a fair value hedging relationship. See

Note 7 for information about available-for-sale securities

that are designated in a hedging relationship.

The table below presents information about available-for-

sale securities by tenor.

$ in millions

Amortized Cost

Fair Value

As of March 2024

  

Less than 1 year

$ 12,544

$ 12,365

1 year to 5 years

41,405

40,322

5 years to 10 years

582

538

Total U.S. government obligations

54,531

53,225

Less than 1 year

10

10

1 year to 5 years

1,950

1,680

5 years to 10 years

799

668

Total non-U.S. government obligations

2,759

2,358

Total available-for-sale securities

$ 57,290

$ 55,583

As of December 2023

  

Less than 1 year

$ 20,027

$ 19,687

1 year to 5 years

27,592

26,500

5 years to 10 years

586

544

Total U.S. government obligations

48,205

46,731

Less than 1 year

11

11

1 year to 5 years

1,635

1,420

5 years to 10 years

1,150

979

Total non-U.S. government obligations

2,796

2,410

Total available-for-sale securities

$ 51,001

$ 49,141

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 39 Goldman Sachs March 2024 Form 10-Q

In the table above:

  • The weighted average yield for available-for-sale securities

    was 2.10% as of March 2024 and 1.21% as of December

    2023. The weighted average yield is presented on a pre-tax

    basis and computed using the effective interest rate of each

    security at the end of the period, weighted based on the fair

    value of each security.

  • The gross unrealized gains included in accumulated other

    comprehensive income/(loss) were not material and the

    gross unrealized losses included in accumulated other

    comprehensive income/(loss) were $1.72 billion as of

    March 2024 and primarily related to U.S. government

    obligations in a continuous unrealized loss position for

    more than a year. The gross unrealized gains included in

    accumulated other comprehensive income/(loss) were not

    material and the gross unrealized losses included in

    accumulated other comprehensive income/(loss) were

    $1.89 billion as of December 2023 and primarily related to

    U.S. government obligations in a continuous unrealized

    loss position for more than a year. Net unrealized gains

    included in other comprehensive income/(loss) were

    $153 million ($115 million, net of tax) for the three months

    ended March 2024 and $566 million ($427 million, net of

    tax) for the three months ended March 2023.

  • Substantially all available-for-sale securities were classified

    in level 1 of the fair value hierarchy.

  • If the fair value of available-for-sale securities is less than

    amortized cost, such securities are considered impaired. If

    the firm has the intent to sell the debt security, or if it is

    more likely than not that the firm will be required to sell

    the debt security before recovery of its amortized cost, the

    difference between the amortized cost (net of allowance, if

    any) and the fair value of the securities is recognized as an

    impairment loss in earnings. The firm did not record any

    such impairment losses during either the three months

    ended March 2024 or March 2023. Impaired available-for-

    sale debt securities that the firm has the intent and ability

    to hold are reviewed to determine if an allowance for credit

    losses should be recorded. The firm considers various

    factors in such determination, including market conditions,

    changes in issuer credit ratings and severity of the

    unrealized losses. The firm did not record any provision for

    credit losses on such securities during either the three

    months ended March 2024 or March 2023.

The table below presents cash inflows/(outflows) and

realized gains/(losses) related to available-for-sale securities.

 

Three Months

Ended March

$ in millions

2024

2023

Purchases

$ (16,850)

$ (2,024)

Proceeds from sales

$ 3,020

$ 2,452

Proceeds from maturities

$ 7,479

$ 880

Gross realized gains

$ 4

$ 6

Gross realized losses

(2)

Net gains/(losses)

$ 2

$ 6

In the table above, the specific identification method is used

to determine realized gains on available-for-sale securities.

Held-to-Maturity Securities

Held-to-maturity securities are accounted for at amortized

cost.

The table below presents information about held-to-maturity

securities by type and tenor.

$ in millions

Amortized

Cost

Fair

Value

As of March 2024

  

Less than 1 year

$ 10,742

$ 10,653

1 year to 5 years

53,615

52,715

5 years to 10 years

1,053

1,022

Total government obligations

65,410

64,390

Greater than 10 years

6,745

6,754

Total U.S. agency obligations

6,745

6,754

1 year to 5 years

3

2

Greater than 10 years

180

180

Total securities backed by real estate

183

182

Total held-to-maturity securities

$ 72,338

$ 71,326

As of December 2023

  

Less than 1 year

$ 13,475

$ 13,382

1 year to 5 years

54,789

54,352

5 years to 10 years

1,848

1,861

Total government obligations

70,112

69,595

1 year to 5 years

3

2

Greater than 10 years

195

195

Total securities backed by real estate

198

197

Total held-to-maturity securities

$ 70,310

$ 69,792

In the table above:

  • Substantially all of the government obligations consist of

    U.S. government obligations.

  • U.S. agency obligations consist of U.S. agency issued

    mortgage-backed securities.

  • Substantially all of the securities backed by real estate

    consist of securities backed by residential real estate.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 40

  • As these securities are not accounted for at fair value, they

    are not included in the firm’s fair value hierarchy in Notes

    4 and 5. Had these securities been included in the firm’s fair

    value hierarchy, government obligations would have been

    classified in level 1, U.S. agency obligations would have

    been classified in level 2 and securities backed by real estate

    would have been primarily classified in level 2 of the fair

    value hierarchy.

  • The weighted average yield for held-to-maturity securities

    was 3.62% as of March 2024 and 3.47% as of December

    2023. The weighted average yield is presented on a pre-tax

    basis and computed using the effective interest rate of each

    security at the end of the period, weighted based on the

    amortized cost of each security.

  • The gross unrealized gains were $154 million as of March

    2024 and $383 million as of December 2023. The gross

    unrealized losses were $1.16 billion as of March 2024 and

    $901 million as of December 2023.

  • Held-to-maturity securities are reviewed to determine if an

    allowance for credit losses should be recorded in the

    consolidated statements of earnings. The firm considers

    various factors in such determination, including market

    conditions, changes in issuer credit ratings, historical credit

    losses and sovereign guarantees. Provision for credit losses

    on such securities was not material during either the three

    months ended March 2024 or March 2023.

The table below presents cash inflows/(outflows) related to

held-to-maturity securities.

 

Three Months

Ended March

$ in millions

2024

2023

Purchases

$ (7,000)

$ (4,917)

Proceeds from paydowns and maturities

$ 5,283

$ 3,038

Note 9.

Loans

Loans includes (i) loans held for investment that are

accounted for at amortized cost net of allowance for loan

losses or at fair value under the fair value option and (ii)

loans held for sale that are accounted for at the lower of cost

or fair value. Interest on loans is recognized over the life of

the loan and is recorded on an accrual basis.

The table below presents information about loans.

$ in millions

Amortized

Cost

Fair

Value

Held For

Sale

Total

As of March 2024

    

Loan Type

    

Corporate

$ 33,483

$ 758

$ 1,692

$ 35,933

Commercial real estate

25,349

497

810

26,656

Residential real estate

20,259

3,853

24,112

Securities-based

14,526

14,526

Other collateralized

65,725

924

153

66,802

Consumer:

    

Installment

233

141

374

Credit cards

16,937

1,861

18,798

Other

1,218

91

326

1,635

Total loans, gross

177,730

6,123

4,983

188,836

Allowance for loan losses

(4,902)

(4,902)

Total loans

$ 172,828

$ 6,123

$ 4,983

$ 183,934

As of December 2023

    

Loan Type

    

Corporate

$ 33,866

$ 759

$ 1,249

$ 35,874

Commercial real estate

25,025

563

440

26,028

Residential real estate

21,243

4,145

25,388

Securities-based

14,621

14,621

Other collateralized

61,105

911

209

62,225

Consumer:

    

Installment

250

3,048

3,298

Credit cards

17,432

1,929

19,361

Other

1,333

128

152

1,613

Total loans, gross

174,875

6,506

7,027

188,408

Allowance for loan losses

(5,050)

(5,050)

Total loans

$ 169,825

$ 6,506

$ 7,027

$ 183,358

In the table above:

  • Loans held for investment that are accounted for at

    amortized cost include net deferred fees and costs, and

    unamortized premiums and discounts, which are amortized

    over the life of the loan. These amounts were less than 1%

    of loans accounted for at amortized cost as of both March

    2024 and December 2023.

  • Substantially all loans had floating interest rates as of both

    March 2024 and December 2023.

  • During 2023, the firm sold $3.24 billion of the Marcus

    installment loans portfolio.

  • During 2023, the firm sold approximately $4.0 billion of

    the GreenSky loan portfolio and during the first quarter of

    2024, sold the remaining GreenSky loan portfolio of

    $3.69 billion.

  • During 2023, the firm transferred approximately

    $2.0 billion of the GM co-branded credit card portfolio to

    held for sale.

  • During 2023, the firm purchased a portfolio of

    approximately $15.0 billion of private equity capital call

    credit facilities (including approximately $9.0 billion of

    funded loans) from the FDIC’s auction of Signature Bank’s

    loans.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 41 Goldman Sachs March 2024 Form 10-Q

The following is a description of the loan types in the table

above:

  • Corporate. Corporate loans includes term loans, revolving

    lines of credit, letter of credit facilities and bridge loans,

    and are principally used for operating and general

    corporate purposes, or in connection with acquisitions.

    Corporate loans are secured (typically by a senior lien on

    the assets of the borrower) or unsecured, depending on the

    loan purpose, the risk profile of the borrower and other

    factors.

  • Commercial Real Estate. Commercial real estate loans

    includes originated loans that are directly or indirectly

    secured by hotels, retail stores, multifamily housing

    complexes and commercial and industrial properties.

    Commercial real estate loans also includes loans extended

    to clients who warehouse assets that are directly or

    indirectly backed by commercial real estate. In addition,

    commercial real estate includes loans purchased by the

    firm.

  • Residential Real Estate. Residential real estate loans

    primarily includes loans extended to wealth management

    clients and to clients who warehouse assets that are directly

    or indirectly secured by residential real estate. In addition,

    residential real estate includes loans purchased by the firm.

  • Securities-Based. Securities-based loans includes loans

    that are secured by stocks, bonds, mutual funds, and

    exchange-traded funds. These loans are primarily extended

    to the firm’s wealth management clients and used for

    purposes other than purchasing, carrying or trading margin

    stocks. Securities-based loans require borrowers to post

    additional collateral based on changes in the underlying

    collateral’s fair value.

  • Other Collateralized. Other collateralized loans includes

    loans that are backed by specific collateral (other than

    securities and real estate). Such loans are extended to

    clients who warehouse assets that are directly or indirectly

    secured by corporate loans, consumer loans and other

    assets. Other collateralized loans also includes loans to

    investment funds (managed by third parties) that are

    collateralized by capital commitments of the funds’

    investors or assets held by the fund, as well as other

    secured loans extended to the firm’s wealth management

    clients.

  • Installment. Installment loans are unsecured loans

    originated by the firm.

  • Credit Cards. Credit card loans are loans made pursuant

    to revolving lines of credit issued to consumers by the firm.

  • Other. Other loans primarily includes unsecured loans

    extended to wealth management clients and unsecured

    consumer loans purchased by the firm.

See Note 4 for an overview of the firm’s fair value

measurement policies, valuation techniques and significant

inputs used to determine the fair value of loans, and Note 5

for information about loans within the fair value hierarchy.

Credit Quality

Risk Assessment. The firm’s risk assessment process

includes evaluating the credit quality of its loans by the firm’s

independent risk oversight and control function. For

corporate loans and a majority of securities-based, real

estate, other collateralized and other loans, the firm performs

credit analyses which incorporate initial and ongoing

evaluations of the capacity and willingness of a borrower to

meet its financial obligations. These credit evaluations are

performed on an annual basis or more frequently if deemed

necessary as a result of events or changes in circumstances.

The firm determines an internal credit rating for the

borrower by considering the results of the credit evaluations

and assumptions with respect to the nature of and outlook

for the borrower’s industry and the economic environment.

For collateralized loans, the firm also takes into

consideration collateral received or other credit support

arrangements when determining an internal credit rating. For

consumer loans and for loans that are not assigned an

internal credit rating, including U.S. residential mortgage

loans extended to wealth management clients, the firm

reviews certain key metrics, including, but not limited to, the

Fair Isaac Corporation (FICO) credit scores, loan to value

ratios, delinquency status, collateral value and other risk

factors.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 42

The table below presents gross loans by an internally

determined public rating agency equivalent or other credit

metrics and the concentration of secured and unsecured

loans.

$ in millions

Investment-

Grade

Non-Investment-

Grade

Other Metrics/

Unrated

Total

As of March 2024

    

Accounting Method

    

Amortized cost

$ 97,098

$ 51,832

$ 28,800

$ 177,730

Fair value

862

1,209

4,052

6,123

Held for sale

487

2,264

2,232

4,983

Total

$ 98,447

$ 55,305

$ 35,084

$ 188,836

Loan Type

    

Corporate

$ 9,964

$ 25,846

$ 123

$ 35,933

Real estate:

    

Commercial

13,229

13,335

92

26,656

Residential

8,966

3,318

11,828

24,112

Securities-based

10,821

583

3,122

14,526

Other collateralized

54,447

11,928

427

66,802

Consumer:

    

Installment

374

374

Credit cards

18,798

18,798

Other

1,020

295

320

1,635

Total

$ 98,447

$ 55,305

$ 35,084

$ 188,836

Secured

91%

91%

44%

82%

Unsecured

9%

9%

56%

18%

Total

100%

100%

100%

100%

As of December 2023

    

Accounting Method

    

Amortized cost

$ 91,324

$ 54,200

$ 29,351

$ 174,875

Fair value

1,212

1,213

4,081

6,506

Held for sale

255

1,628

5,144

7,027

Total

$ 92,791

$ 57,041

$ 38,576

$ 188,408

Loan Type

    

Corporate

$ 9,408

$ 26,328

$ 138

$ 35,874

Real estate:

    

Commercial

12,097

13,574

357

26,028

Residential

10,771

3,217

11,400

25,388

Securities-based

10,991

561

3,069

14,621

Other collateralized

48,536

13,207

482

62,225

Consumer:

    

Installment

3,298

3,298

Credit cards

19,361

19,361

Other

988

154

471

1,613

Total

$ 92,791

$ 57,041

$ 38,576

$ 188,408

Secured

91%

92%

40%

81%

Unsecured

9%

8%

60%

19%

Total

100%

100%

100%

100%

In the table above:

  • Substantially all residential real estate loans included in the

    other metrics/unrated category consists of loans extended

    to wealth management clients. As of both March 2024 and

    December 2023, substantially all of such loans had a loan-

    to-value ratio of less than 80% and were performing in

    accordance with the contractual terms. Additionally, as of

    both March 2024 and December 2023, the vast majority of

    such loans had a FICO credit score of greater than 740.

  • Substantially all securities-based loans included in the other

    metrics/unrated category had a loan-to-value ratio of less

    than 80% and were performing in accordance with the

    contractual terms as of both March 2024 and December

    2023.

  • For installment and credit card loans included in the other

    metrics/unrated category, the evaluation of credit quality

    incorporates the borrower’s FICO credit score. FICO credit

    scores are periodically refreshed by the firm to assess the

    updated creditworthiness of the borrower. See “Vintage”

    below for information about installment and credit card

    loans by FICO credit scores.

The firm also assigns a regulatory risk rating to its loans

based on the definitions provided by the U.S. federal bank

regulatory agencies. Total loans included 92% of loans as of

both March 2024 and December 2023 that were rated pass/

non-criticized.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 43 Goldman Sachs March 2024 Form 10-Q

Vintage. The tables below present gross loans accounted for

at amortized cost (excluding installment and credit card

loans) by an internally determined public rating agency

equivalent or other credit metrics and origination year for

term loans.

As of March 2024

$ in millions

Investment-

Grade

Non-

Investment-

Grade

Other

Metrics/

Unrated

Total

2024

$ 640

$ 366

$ 1,006

2023

2,400

1,835

4,235

2022

1,286

2,619

3,905

2021

526

3,583

4,109

2020

262

1,910

2,172

2019 or earlier

410

3,696

4,106

Revolving

4,073

9,877

13,950

Corporate

9,597

23,886

33,483

2024

187

62

2

251

2023

1,053

1,073

16

2,142

2022

1,408

2,606

58

4,072

2021

1,035

2,568

3,603

2020

292

1,133

1,425

2019 or earlier

1,249

1,302

2,551

Revolving

7,531

3,541

3

11,075

Revolving converted to term

230

230

Commercial real estate

12,985

12,285

79

25,349

2024

89

208

303

600

2023

474

22

1,645

2,141

2022

18

2,764

2,782

2021

194

2,770

2,964

2020

2

93

95

2019 or earlier

9

360

369

Revolving

8,396

2,859

53

11,308

Residential real estate

8,959

3,312

7,988

20,259

2023

11

11

2022

5

5

2019 or earlier

296

296

Revolving

10,805

287

3,122

14,214

Securities-based

10,821

583

3,122

14,526

2024

300

159

459

2023

5,712

2,194

198

8,104

2022

1,855

240

61

2,156

2021

1,633

613

94

2,340

2020

1,402

281

29

1,712

2019 or earlier

533

103

14

650

Revolving

Revolving converted to term

41,207 1,112

7,972 –

13 –

49,192 1,112

Other collateralized

53,754

11,562

409

65,725

2024

20

20

2023

71

19

90

2022

64

10

74

2021

6

41

14

61

2020

11

11

2019 or earlier

7

7

Revolving

821

134

955

  

204

  

Other

982

 

32

1,218

Total

$ 97,098

$ 51,832

11,630

$ 160,560

$

$

Percentage of total 61% 32% 7% 100%

As of December 2023

$ in millions

Investment-

Grade

Non-

Investment-

Grade

Other

Metrics/

Unrated

Total

2023

$ 2,475

1,912

16

$ 4,403

2022

1,223

3,284

4,507

2021

848

4,045

4,893

2020

306

2,098

2,404

2019

45

1,909

1,954

2018 or earlier

371

2,102

2,473

Revolving

3,857

9,355

20

13,232

Corporate

9,125

24,705

36

33,866

2023

553

1,547

38

2,138

2022

1,251

2,838

4,089

2021

1,134

2,661

3,795

2020

271

1,234

1,505

2019

430

631

1,061

2018 or earlier

832

744

1,576

Revolving

7,129

3,192

309

10,630

Revolving converted to term

231

231

Commercial real estate

11,831

12,847

347

25,025

2023

619

54

1,627

2,300

2022

108

41

2,687

2,836

2021

22

249

2,724

2,995

2020

3

23

81

107

2019

6

89

95

2018 or earlier

20

254

274

Revolving

9,813

2,823

12,636

Residential real estate

10,571

3,210

7,462

21,243

2023

8

8

2022

5

5

2018 or earlier

303

303

Revolving

10,978

258

3,069

14,305

Securities-based

10,991

561

3,069

14,621

2023

5,412

2,767

245

8,424

2022

1,940

293

69

2,302

2021

1,883

845

102

2,830

2020

1,256

469

32

1,757

2019

177

74

9

260

2018 or earlier

436

66

21

523

Revolving

Revolving converted to term

35,605 1,161

8,242 –

1 –

43,848 1,161

Other collateralized

47,870

12,756

479

61,105

2023

60

21

81

2022

67

9

76

2021

6

8

51

65

2020

3

218

221

2019

4

4

2018 or earlier

3

3

Revolving

 

80

883

 

803

  

1,333

Other

936

121

276

 

Total

$ 91,324

54,200

11,669

$ 157,193

$

$

$

$

Percentage of total 58% 35% 7% 100%

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 44

The table below presents gross installment loans accounted

for at amortized cost by refreshed FICO credit scores and

origination year and gross credit card loans by refreshed

FICO credit scores.

$ in millions

Greater than or equal to 660

Less than 660

Total

As of March 2024

   

2024

18

$ 18

2023

80

7

87

2022 or earlier

115

13

128

Installment

195

38

233

Credit cards

10,818

6,119

16,937

Total

11,013

6,157

$ 17,170

Percentage of total:

   

Installment

84%

16%

100%

Credit cards

64%

36%

100%

Total

64%

36%

100%

As of December 2023

   

2023

79

10

$ 89

2022

132

18

150

2021 or earlier

11

11

Installment

222

28

250

Credit cards

11,119

6,313

17,432

Total

11,341

6,341

$ 17,682

Percentage of total:

   

Installment

89%

11%

100%

Credit cards

64%

36%

100%

Total

64%

36%

100%

$

$

$

$

$

$

$

$

In the table above, credit card loans consist of revolving lines

of credit.

Credit Concentrations. The table below presents the

concentration of gross loans by region.

$ in millions

Carrying Value

Americas

EMEA

Asia

Total

As of March 2024

     

Corporate

$ 35,933

64%

28%

8%

100%

Commercial real estate

26,656

83%

14%

3%

100%

Residential real estate

24,112

95%

4%

1%

100%

Securities-based

14,526

79%

20%

1%

100%

Other collateralized

66,802

88%

11%

1%

100%

Consumer:

     

Installment

374

100%

100%

Credit cards

18,798

100%

100%

Other

1,635

97%

3%

100%

Total

$ 188,836

84%

13%

3%

100%

As of December 2023

     

Corporate

$ 35,874

63%

29%

8%

100%

Commercial real estate

26,028

80%

17%

3%

100%

Residential real estate

25,388

95%

4%

1%

100%

Securities-based

14,621

79%

20%

1%

100%

Other collateralized

62,225

89%

10%

1%

100%

Consumer:

     

Installment

3,298

100%

100%

Credit cards

19,361

100%

100%

Other

1,613

97%

3%

100%

Total

$ 188,408

84%

13%

3%

100%

In the table above:

  • EMEA represents Europe, Middle East and Africa.
  • The top five industry concentrations for corporate loans as

    of March 2024 were 25% for technology, media &

    telecommunications, 18% for diversified industrials, 13%

    for real estate, 10% for healthcare and 9% for consumer &

    retail.

  • The top five industry concentrations for corporate loans as

    of December 2023 were 25% for technology, media &

    telecommunications, 17% for diversified industrials, 13%

    for real estate, 11% for consumer & retail and 9% for

    healthcare.

Nonaccrual, Past Due and Modified Loans. Loans

accounted for at amortized cost (other than credit card loans)

are placed on nonaccrual status when it is probable that the

firm will not collect all principal and interest due under the

contractual terms, regardless of the delinquency status or if a

loan is past due for 90 days or more, unless the loan is both

well collateralized and in the process of collection. At that

time, all accrued but uncollected interest is reversed against

interest income and interest subsequently collected is

recognized on a cash basis to the extent the loan balance is

deemed collectible. Otherwise, all cash received is used to

reduce the outstanding loan balance. A loan is considered

past due when a principal or interest payment has not been

made according to its contractual terms. Credit card loans

are not placed on nonaccrual status and accrue interest until

the loan is paid in full or is charged off.

The table below presents information about past due loans.

$ in millions

30-89 days

90 days or more

Total

As of March 2024

   

Corporate

$ –

$ 43

$ 43

Commercial real estate

157

451

608

Residential real estate

22

18

40

Securities-based

1

1

Other collateralized

7

7

Consumer:

   

Installment

5

7

12

Credit cards

382

469

851

Other

1

17

18

Total

$ 568

$ 1,012

$ 1,580

Total divided by gross loans at amortized cost 0.9%

As of December 2023

Corporate $ 45 $ 73 $ 118

Commercial real estate 137 352 489

Residential real estate 12 4 16

Securities-based 2 – 2

Other collateralized 9 7 16

Consumer:

Installment 6 7 13

Credit cards 463 486 949

Other 7 11 18

Total $ 681 $ 940 $ 1,621

Total divided by gross loans at amortized cost 0.9%

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 45 Goldman Sachs March 2024 Form 10-Q

The table below presents information about nonaccrual

loans.

 

As of

$ in millions

March 2024

December 2023

Corporate

$ 1,908

$ 1,779

Commercial real estate

1,277

1,466

Residential real estate

131

19

Other collateralized

779

860

Other

17

17

Total

$ 4,112

$ 4,141

Total divided by gross loans at amortized cost

2.3%

2.4%

In the table above:

  • Nonaccrual loans included $634 million as of March 2024

    and $600 million as of December 2023 of loans that were 30

    days or more past due.

  • Loans that were 90 days or more past due and still accruing

    were not material as of both March 2024 and December

    2023.

  • Allowance for loan losses as a percentage of total

    nonaccrual loans was 119.2% as of March 2024 and

    122.0% as of December 2023.

  • Commercial real estate, residential real estate and other

    collateralized loans are collateral dependent loans and the

    repayment of such loans is generally expected to be

    provided by the operation or sale of the underlying

    collateral. The allowance for credit losses for such

    nonaccrual loans is determined by considering the fair

    value of the collateral less estimated cost to sell, if

    applicable.

The firm may modify the terms of a loan agreement for a

borrower experiencing financial difficulty. Such

modifications may include, among other things, forbearance

of interest or principal, payment extensions or interest rate

reductions.

The table below presents the carrying value of loans that

were modified during the three months ended March 2024

and March 2023.

 

As of March

$ in millions

2024

2023

Modified loans

$ 521

$ 337

In the table above:

  • Loans modified during the three months ended March 2024

    and March 2023 were in the form of term extensions and

    substantially all related to corporate loans and commercial

    real estate loans.

  • Modified loans represented less than 1.5% of each type of

    gross loans at amortized cost.

  • Lending commitments related to modified loans were

    $130 million as of March 2024 and were not material as of

    March 2023.

  • The impact of these modifications was not material for

    both the three months ended March 2024 and March 2023.

  • Substantially all of the modified loans were performing in

    accordance with the modified contractual terms as of both

    March 2024 and March 2023.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 46

Allowance for Credit Losses

The firm’s allowance for credit losses consists of the

allowance for losses on loans and lending commitments

accounted for at amortized cost. Loans and lending

commitments accounted for at fair value or accounted for at

the lower of cost or fair value are not subject to an allowance

for credit losses.

To determine the allowance for credit losses, the firm

classifies its loans and lending commitments accounted for at

amortized cost into wholesale and consumer portfolios.

These portfolios represent the level at which the firm has

developed and documented its methodology to determine the

allowance for credit losses. The allowance for credit losses is

measured on a collective basis for loans that exhibit similar

risk characteristics using a modeled approach and on an

asset-specific basis for loans that do not share similar risk

characteristics.

The allowance for credit losses takes into account the

weighted average of a range of forecasts of future economic

conditions over the expected life of the loan and lending

commitments. The expected life of each loan or lending

commitment is determined based on the contractual term

adjusted for extension options or demand features, or is

modeled in the case of revolving credit card loans. The

forecasts include baseline, favorable and adverse economic

scenarios over a three-year period. For loans with expected

lives beyond three years, the model reverts to historical loss

information based on a non-linear modeled approach. The

forecasted economic scenarios consider a number of risk

factors relevant to the wholesale and consumer portfolios

described below. The firm applies judgment in weighing

individual scenarios each quarter based on a variety of

factors, including the firm’s internally derived economic

outlook, market consensus, recent macroeconomic

conditions and industry trends.

The allowance for credit losses also includes qualitative

components which allow management to reflect the uncertain

nature of economic forecasting, capture uncertainty

regarding model inputs, and account for model imprecision

and concentration risk.

Management’s estimate of credit losses entails judgment

about the expected life of the loan and loan collectability at

the reporting dates, and there are uncertainties inherent in

those judgments. The allowance for credit losses is subject to

a governance process that involves review and approval by

senior management within the firm’s independent risk

oversight and control functions. Personnel within the firm’s

independent risk oversight and control functions are

responsible for forecasting the economic variables that

underlie the economic scenarios that are used in the modeling

of expected credit losses. While management uses the best

information available to determine this estimate, future

adjustments to the allowance may be necessary based on,

among other things, changes in the economic environment or

variances between actual results and the original assumptions

used.

The table below presents gross loans and lending

commitments accounted for at amortized cost by portfolio.

 

As of

 

March 2024

December 2023

$ in millions

Loans

Lending Commitments

Loans

Lending Commitments

Wholesale

    

Corporate

$ 33,483

$ 147,410

$ 33,866

$ 141,976

Commercial real estate

25,349

3,362

25,025

3,379

Residential real estate

20,259

1,241

21,243

1,431

Securities-based

14,526

708

14,621

691

Other collateralized

65,725

26,071

61,105

23,020

Other

1,218

804

1,333

888

Consumer

    

Installment

233

1

250

1

Credit cards

16,937

59,210

17,432

56,479

Total

$ 177,730

$ 238,807

$ 174,875

$ 227,865

In the table above, wholesale loans included $4.11 billion as

of March 2024 and $4.14 billion as of December 2023 of

nonaccrual loans for which the allowance for credit losses

was measured on an asset-specific basis. The allowance for

credit losses on these loans was $850 million as of March

2024 and $778 million as of December 2023. These loans

included $486 million as of March 2024 and $625 million as

of December 2023 of loans which did not require a reserve as

the loan was deemed to be recoverable.

See Note 18 for further information about lending

commitments.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 47 Goldman Sachs March 2024 Form 10-Q

The following is a description of the methodology used to

calculate the allowance for credit losses:

Wholesale. The allowance for credit losses for wholesale

loans and lending commitments that exhibit similar risk

characteristics is measured using a modeled approach. These

models determine the probability of default and loss given

default based on various risk factors, including internal credit

ratings, industry default and loss data, expected life,

macroeconomic indicators, the borrower’s capacity to meet

its financial obligations, the borrower’s country of risk and

industry, loan seniority and collateral type. For lending

commitments, the methodology also considers the

probability of drawdowns or funding. In addition, for loans

backed by real estate, risk factors include the loan-to-value

ratio, debt service ratio and home price index. The most

significant inputs to the forecast model for wholesale loans

and lending commitments include unemployment rates, GDP,

credit spreads, commercial and industrial delinquency rates,

short- and long-term interest rates, and oil prices.

The allowance for loan losses for wholesale loans that do not

share similar risk characteristics, such as nonaccrual loans, is

calculated using the present value of expected future cash

flows discounted at the loan’s effective rate, the observable

market price of the loan, or, in the case of collateral

dependent loans, the fair value of the collateral less estimated

costs to sell, if applicable. Wholesale loans are charged off

against the allowance for loan losses when deemed to be

uncollectible.

Consumer. The allowance for credit losses for consumer

loans that exhibit similar risk characteristics is calculated

using a modeled approach which classifies consumer loans

into pools based on borrower-related and exposure-related

characteristics that differentiate a pool’s risk characteristics

from other pools. The factors considered in determining a

pool are generally consistent with the risk characteristics used

for internal credit risk measurement and management and

include key metrics, such as FICO credit scores, delinquency

status, loan vintage and macroeconomic indicators. The most

significant inputs to the forecast model for consumer loans

include unemployment rates and delinquency rates. The

expected life of revolving credit card loans is determined by

modeling expected future draws and the timing and amount

of repayments allocated to the funded balance. The firm does

not recognize an allowance for credit losses on credit card

lending commitments as they are cancellable by the firm.

Installment loans are charged off when they are 120 days past

due. Credit card loans are charged off when they are 180 days

past due.

Allowance for Credit Losses Rollforward

The table below presents information about the allowance

for credit losses.

$ in millions

Wholesale

Consumer

Total

Three Months Ended March 2024

   

Allowance for loan losses

   

Beginning balance

$ 2,576

$ 2,474

$ 5,050

Charge-offs

(28)

(386)

(414)

Recoveries

10

24

34

Net (charge-offs)/recoveries

(18)

(362)

(380)

Provision

13

244

257

Other

(25)

(25)

Ending balance

$ 2,546

$ 2,356

$ 4,902

Allowance ratio

1.6%

13.7%

2.8%

Net charge-off ratio

8.4%

0.9%

Allowance for losses on lending commitments

  

Beginning balance

$ 620

$ –

$ 620

Provision

14

14

Other

(1)

(1)

Ending balance

$ 633

$ –

$ 633

Three Months Ended March 2023

   

Allowance for loan losses

   

Beginning balance

$ 2,562

$ 2,981

$ 5,543

Charge-offs

(25)

(271)

(296)

Recoveries

14

24

38

Net (charge-offs)/recoveries

(11)

(247)

(258)

Provision

8

(257)

(249)

Other

(4)

(4)

Ending balance

$ 2,555

$ 2,477

$ 5,032

Allowance ratio

1.7%

13.1%

3.0%

Net charge-off ratio

4.6%

0.6%

Allowance for losses on lending commitments

Beginning balance

$ 711

$ 63

$ 774

Provision

(16)

(9)

(25)

Other

(2)

(2)

Ending balance

$ 693

$ 54

$ 747

In the table above:

  • The allowance ratio is calculated by dividing the allowance

    for loan losses by gross loans accounted for at amortized

    cost.

  • The net charge-off ratio is calculated by dividing

    annualized net (charge-offs)/recoveries by average gross

    loans accounted for at amortized cost.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 48

Forecast Model Inputs as of March 2024

When modeling expected credit losses, the firm employs a

weighted, multi-scenario forecast, which includes baseline,

adverse and favorable economic scenarios. As of March 2024,

this multi-scenario forecast was weighted towards the

baseline and adverse economic scenarios.

The table below presents the forecasted U.S. unemployment

and U.S. GDP growth rates used in the baseline economic

scenario of the forecast model.

 

As of March 2024

U.S. unemployment rate

 

Forecast for the quarter ended:

 

June 2024

4.1%

December 2024

4.3%

June 2025

4.2%

Growth in U.S. GDP

 

Forecast for the year:

 

2024

2.3%

2025

1.7%

2026

1.8%

The adverse economic scenario of the forecast model reflects

a global recession in the second quarter of 2024 through the

second quarter of 2025, resulting in an economic contraction

and rising unemployment rates. In this scenario, the U.S.

unemployment rate peaks at approximately 7.1% during the

second quarter of 2025 and the maximum decline in the

quarterly U.S. GDP relative to the first quarter of 2024 is

approximately 2.7%, which occurs during the first quarter of

2025.

In the table above:

  • U.S. unemployment rate represents the rate forecasted as of

    the respective quarter-end.

  • Growth in U.S. GDP represents the year-over-year growth

    rate forecasted for the respective years.

  • While the U.S. unemployment and U.S. GDP growth rates

    are significant inputs to the forecast model, the model

    contemplates a variety of other inputs across a range of

    scenarios to provide a forecast of future economic

    conditions. Given the complex nature of the forecasting

    process, no single economic variable can be viewed in

    isolation and independently of other inputs.

Allowance for Credit Losses Commentary

Three Months Ended March 2024. The allowance for

credit losses decreased by $135 million during the three

months ended March 2024, primarily reflecting a reserve

reduction in the consumer portfolio.

Charge-offs for the three months ended March 2024 for

wholesale loans were not material and charge-offs for

consumer loans were primarily related to credit cards.

Three Months Ended March 2023. The allowance for

credit losses decreased by $538 million during the three

months ended March 2023, reflecting a reserve reduction of

approximately $440 million associated with the sale of

Marcus loans and transfer of the remaining Marcus loans

portfolio to held for sale and reserve releases based on actual

repayment experience, partially offset by growth in the firm's

consumer point-of-sale loans portfolio.

Charge-offs for the three months ended March 2023 for

wholesale loans were not material and charge-offs for

consumer loans were primarily related to credit cards.

Estimated Fair Value

The table below presents the estimated fair value of loans

that are not accounted for at fair value and in what level of

the fair value hierarchy they would have been classified if

they had been included in the firm’s fair value hierarchy.

 

Carrying

Estimated Fair Value

$ in millions

Value

Level 2

Level 3

Total

As of March 2024

    

Amortized cost

$ 172,828

$ 92,071

$ 82,414

$ 174,485

Held for sale

$ 4,983

$ 2,551

$ 2,439

$ 4,990

As of December 2023

    

Amortized cost

$ 169,825

$ 88,485

$ 83,288

$ 171,773

Held for sale

$ 7,027

$ 3,992

$ 3,038

$ 7,030

See Note 4 for an overview of the firm’s fair value

measurement policies, valuation techniques and significant

inputs used to determine the fair value of loans, and Note 5

for information about loans within the fair value hierarchy.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 49 Goldman Sachs March 2024 Form 10-Q

Note 10.

Fair Value Option

Other Financial Assets and Liabilities at Fair Value

In addition to trading assets and liabilities, and certain

investments and loans, the firm accounts for certain of its

other financial assets and liabilities at fair value, substantially

all under the fair value option. The primary reasons for

electing the fair value option are to:

  • Reflect economic events in earnings on a timely basis;
  • Mitigate volatility in earnings from using different

    measurement attributes (e.g., transfers of financial assets

    accounted for as financings are recorded at fair value,

    whereas the related secured financing would be recorded

    on an accrual basis absent electing the fair value option);

    and

  • Address simplification and cost-benefit considerations

    (e.g., accounting for hybrid financial instruments at fair

    value in their entirety versus bifurcation of embedded

    derivatives and hedge accounting for debt hosts).

Hybrid financial instruments are instruments that contain

bifurcatable embedded derivatives and do not require

settlement by physical delivery of nonfinancial assets (e.g.,

physical commodities). If the firm elects to bifurcate the

embedded derivative from the associated debt, the derivative

is accounted for at fair value and the host contract is

accounted for at amortized cost, adjusted for the effective

portion of any fair value hedges. If the firm does not elect to

bifurcate, the entire hybrid financial instrument is accounted

for at fair value under the fair value option.

Other financial assets and liabilities accounted for at fair

value under the fair value option include:

  • Repurchase agreements and substantially all resale

    agreements;

  • Certain securities borrowed and loaned transactions;
  • Certain customer and other receivables and certain other

    assets and liabilities;

  • Certain time deposits (deposits with no stated maturity are

    not eligible for a fair value option election), including

    structured certificates of deposit, which are hybrid

    financial instruments;

  • Substantially all other secured financings, including

    transfers of assets accounted for as financings; and

  • Certain unsecured short- and long-term borrowings,

    substantially all of which are hybrid financial instruments.

See Note 4 for an overview of the firm’s fair value

measurement policies, valuation techniques and significant

inputs used to determine the fair value of other financial

assets and liabilities, and Note 5 for information about other

financial assets and liabilities within the fair value hierarchy.

Gains and Losses on Other Financial Assets and

Liabilities Accounted for at Fair Value Under the Fair

Value Option

The table below presents the gains and losses recognized in

earnings as a result of the election to apply the fair value

option to certain financial assets and liabilities.

 

Three Months

Ended March

$ in millions

2024

2023

Unsecured short-term borrowings

$ (916)

$ (1,761)

Unsecured long-term borrowings

(572)

(2,307)

Other

(143)

(141)

Total

$ (1,631)

$ (4,209)

In the table above:

  • Gains/(losses) were substantially all included in market

    making.

  • Gains/(losses) exclude contractual interest, which is

    included in interest income and interest expense, for all

    instruments other than hybrid financial instruments. See

    Note 23 for further information about interest income and

    interest expense.

  • Gains/(losses) included in unsecured short- and long-term

    borrowings were substantially all related to the embedded

    derivative component of hybrid financial instruments.

    These gains and losses would have been recognized under

    other U.S. GAAP even if the firm had not elected to

    account for the entire hybrid financial instrument at fair

    value.

  • Gains/(losses) included in other were primarily related to

    resale and repurchase agreements, deposits and other

    secured financings.

  • Other financial assets and liabilities at fair value are

    frequently economically hedged with trading assets and

    liabilities. Accordingly, gains or losses on such other

    financial assets and liabilities can be partially offset by

    gains or losses on trading assets and liabilities. As a result,

    gains or losses on other financial assets and liabilities do

    not necessarily represent the overall impact on the firm’s

    results of operations, liquidity or capital resources.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 50

Gains/(losses) on trading assets and liabilities accounted for

at fair value under the fair value option are included in

market making. See Note 6 for further information about

gains/(losses) from market making. See Note 8 for

information about gains/(losses) on equity securities and

Note 9 for information about gains/(losses) on loans which

are accounted for at fair value under the fair value option.

Long-Term Debt Instruments

The aggregate contractual principal amount of long-term

other secured financings, for which the fair value option was

elected, exceeded the related fair value by $146 million as of

March 2024 and $147 million as of December 2023.

The aggregate contractual principal amount of unsecured

long-term borrowings, for which the fair value option was

elected, exceeded the related fair value by $3.33 billion as of

March 2024 and $3.37 billion as of December 2023.

These debt instruments include both principal-protected and

non-principal-protected long-term borrowings.

Debt Valuation Adjustment

The firm calculates the fair value of financial liabilities for

which the fair value option is elected by discounting future

cash flows at a rate which incorporates the firm’s credit

spreads.

The table below presents information about the net debt

valuation adjustment (DVA) gains/(losses) on financial

liabilities for which the fair value option was elected.

 

Three Months

Ended March

$ in millions

2024

2023

Pre-tax DVA

$ (747)

$ (1)

After-tax DVA

$ (556)

$ (1)

In the table above:

  • After-tax DVA is included in debt valuation adjustment in

    the consolidated statements of comprehensive income.

  • The gains/(losses) reclassified to market making in the

    consolidated statements of earnings from accumulated

    other comprehensive income/(loss) upon extinguishment of

    such financial liabilities were not material for both the

    three months ended March 2024 and March 2023.

Loans and Lending Commitments

The table below presents the difference between the

aggregate fair value and the aggregate contractual principal

amount for loans (included in trading assets and loans in the

consolidated balance sheets) for which the fair value option

was elected.

 

As of

$ in millions

March 2024

December 2023

Performing loans

  

Aggregate contractual principal in excess of fair value

$ 1,647

$ 1,893

Loans on nonaccrual status and/or more than 90 days past due

Aggregate contractual principal in excess of fair value

$ 2,581

$ 2,305

Aggregate fair value

$ 1,522

$ 1,508

In the table above, the aggregate contractual principal

amount of loans on nonaccrual status and/or more than 90

days past due (which excludes loans carried at zero fair value

and considered uncollectible) exceeds the related fair value

primarily because the firm regularly purchases loans, such as

distressed loans, at values significantly below the contractual

principal amounts.

The fair value of unfunded lending commitments for which

the fair value option was elected was a liability of $14 million

as of March 2024 and $3 million as of December 2023, and

the related total contractual amount of these lending

commitments was $784 million as of March 2024 and

$878 million as of December 2023. See Note 18 for further

information about lending commitments.

Impact of Credit Spreads on Loans and Lending

Commitments

The estimated net gain/(loss) attributable to changes in

instrument-specific credit spreads on loans and lending

commitments for which the fair value option was elected was

not material for both the three months ended March 2024

and March 2023. The firm generally calculates the fair value

of loans and lending commitments for which the fair value

option is elected by discounting future cash flows at a rate

which incorporates the instrument-specific credit spreads.

For floating-rate loans and lending commitments,

substantially all changes in fair value are attributable to

changes in instrument-specific credit spreads, whereas for

fixed-rate loans and lending commitments, changes in fair

value are also attributable to changes in interest rates.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 51 Goldman Sachs March 2024 Form 10-Q

Note 11.

Collateralized Agreements and Financings

Collateralized agreements are resale agreements and

securities borrowed. Collateralized financings are repurchase

agreements, securities loaned and other secured financings.

The firm enters into these transactions in order to, among

other things, facilitate client activities, invest excess cash,

acquire securities to cover short positions and finance certain

firm activities.

Collateralized agreements and financings with the same

settlement date are presented on a net-by-counterparty basis

when such transactions meet certain settlement criteria and

are subject to netting agreements. Interest on collateralized

agreements, which is included in interest income, and

collateralized financings, which is included in interest

expense, is recognized over the life of the transaction. See

Note 23 for further information about interest income and

interest expense.

Resale and Repurchase Agreements

A resale agreement is a transaction in which the firm

purchases financial instruments from a seller, typically in

exchange for cash, and simultaneously enters into an

agreement to resell the same or substantially the same

financial instruments to the seller at a stated price plus

accrued interest at a future date.

A repurchase agreement is a transaction in which the firm

sells financial instruments to a buyer, typically in exchange

for cash, and simultaneously enters into an agreement to

repurchase the same or substantially the same financial

instruments from the buyer at a stated price plus accrued

interest at a future date.

Even though repurchase and resale agreements (including

“repos- and reverses-to-maturity”) involve the legal transfer

of ownership of financial instruments, they are accounted for

as financing arrangements because they require the financial

instruments to be repurchased or resold before or at the

maturity of the agreement. The financial instruments

purchased or sold in resale and repurchase agreements

typically include U.S. government and agency obligations,

and investment-grade sovereign obligations.

The firm receives financial instruments purchased under

resale agreements and makes delivery of financial instruments

sold under repurchase agreements. To mitigate credit

exposure, the firm monitors the market value of these

financial instruments on a daily basis, and delivers or obtains

additional collateral due to changes in the market value of the

financial instruments, as appropriate. For resale agreements,

the firm typically requires collateral with a fair value

approximately equal to the carrying value of the relevant

assets in the consolidated balance sheets.

Repurchase agreements and substantially all resale

agreements are recorded at fair value under the fair value

option. See Note 5 for further information about repurchase

and resale agreements.

Securities Borrowed and Loaned Transactions

In a securities borrowed transaction, the firm borrows

securities from a counterparty in exchange for cash or

securities. When the firm returns the securities, the

counterparty returns the cash or securities. Interest is

generally paid periodically over the life of the transaction.

In a securities loaned transaction, the firm lends securities to

a counterparty in exchange for cash or securities. When the

counterparty returns the securities, the firm returns the cash

or securities posted as collateral. Interest is generally paid

periodically over the life of the transaction.

In a transaction where the firm lends securities and receives

securities that can be delivered or pledged as collateral, the

firm recognizes the securities received within securities

borrowed and the obligation to return those securities within

securities loaned in the consolidated balance sheets.

The firm receives securities borrowed and makes delivery of

securities loaned. To mitigate credit exposure, the firm

monitors the market value of these securities on a daily basis,

and delivers or obtains additional collateral due to changes in

the market value of the securities, as appropriate. For

securities borrowed transactions, the firm typically requires

collateral with a fair value approximately equal to the

carrying value of the securities borrowed transaction.

Securities borrowed and loaned within FICC financing are

recorded at fair value under the fair value option. See Note 5

for further information about securities borrowed and loaned

accounted for at fair value.

Substantially all of the securities borrowed and loaned within

Equities financing are recorded based on the amount of cash

collateral advanced or received plus accrued interest. The

firm also reviews such securities borrowed to determine if an

allowance for credit losses should be recorded by taking into

consideration the fair value of collateral received. As these

agreements generally can be terminated on demand, they

exhibit little, if any, sensitivity to changes in interest rates.

Therefore, the carrying value of such agreements

approximates fair value. As these agreements are not

accounted for at fair value, they are not included in the firm’s

fair value hierarchy in Notes 4 and 5. Had these agreements

been included in the firm’s fair value hierarchy, they would

have been classified in level 2 as of both March 2024 and

December 2023.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 52

Offsetting Arrangements

The table below presents resale and repurchase agreements

and securities borrowed and loaned transactions included in

the consolidated balance sheets, as well as the amounts not

offset in the consolidated balance sheets.

 

Assets

Liabilities

$ in millions

Resale

agreements

Securities

borrowed

Repurchase

agreements

Securities

loaned

As of March 2024

    

Included in the consolidated balance sheets

Gross carrying value

$ 319,740

$ 215,976

$ 355,301

$ 67,324

Counterparty netting

(87,822)

(1,063)

(87,822)

(1,063)

Total

231,918

214,913

267,479

66,261

Amounts not offset

    

Counterparty netting

(39,680)

(8,828)

(39,680)

(8,828)

Collateral

(188,009)

(197,567)

(223,945)

(56,975)

Total

$ 4,229

$ 8,518

$ 3,854

$ 458

As of December 2023

    

Included in the consolidated balance sheets

Gross carrying value

$ 315,112

$ 199,753

$ 341,194

$ 60,816

Counterparty netting

(91,307)

(333)

(91,307)

(333)

Total

223,805

199,420

249,887

60,483

Amounts not offset

    

Counterparty netting

(29,136)

(9,373)

(29,136)

(9,373)

Collateral

(189,358)

(182,918)

(217,498)

(50,807)

Total

$ 5,311

$ 7,129

$ 3,253

$ 303

In the table above:

  • Substantially all of the gross carrying values of these

    arrangements are subject to enforceable netting

    agreements.

  • Where the firm has received or posted collateral under

    credit support agreements, but has not yet determined such

    agreements are enforceable, the related collateral has not

    been netted.

  • Amounts not offset includes counterparty netting that does

    not meet the criteria for netting under U.S. GAAP and the

    fair value of collateral received or posted subject to

    enforceable credit support agreements.

  • Resale agreements included in the consolidated balance

    sheets of $231.66 billion as of March 2024 and

    $223.54 billion as of December 2023 and all repurchase

    agreements included in the consolidated balance sheets are

    carried at fair value under the fair value option. See Note 5

    for further information about resale agreements and

    repurchase agreements accounted for at fair value.

  • Securities borrowed included in the consolidated balance

    sheets of $48.62 billion as of March 2024 and $44.93 billion

    as of December 2023, and securities loaned included in the

    consolidated balance sheets of $10.29 billion as of March

    2024 and $8.93 billion as of December 2023 were at fair

    value under the fair value option. See Note 5 for further

    information about securities borrowed and securities

    loaned accounted for at fair value.

Gross Carrying Value of Repurchase Agreements and

Securities Loaned

The table below presents the gross carrying value of

repurchase agreements and securities loaned by class of

collateral pledged.

$ in millions

Repurchase

agreements

Securities

loaned

As of March 2024

  

Money market instruments

$ 1,085

$ –

U.S. government and agency obligations

211,624

6

Non-U.S. government and agency obligations

107,429

1,385

Securities backed by commercial real estate

134

38

Securities backed by residential real estate

652

227

Corporate debt securities

15,780

324

State and municipal obligations

570

Other debt obligations

106

17

Equity securities

17,921

65,327

Total

$ 355,301

$ 67,324

As of December 2023

  

Money market instruments

$ 3

$ –

U.S. government and agency obligations

228,718

216

Non-U.S. government and agency obligations

85,230

376

Securities backed by commercial real estate

135

Securities backed by residential real estate

641

Corporate debt securities

10,585

230

State and municipal obligations

57

Other debt obligations

144

Equity securities

15,681

59,994

Total

$ 341,194

$ 60,816

The table below presents the gross carrying value of

repurchase agreements and securities loaned by maturity.

 

As of March 2024

$ in millions

Repurchase

agreements

Securities

loaned

No stated maturity and overnight

$ 134,619

$ 42,793

2 - 30 days

112,893

785

31 - 90 days

36,093

655

91 days - 1 year

50,750

11,247

Greater than 1 year

20,946

11,844

Total

$ 355,301

$ 67,324

In the table above:

  • Repurchase agreements and securities loaned that are

    repayable prior to maturity at the option of the firm are

    reflected at their contractual maturity dates.

  • Repurchase agreements and securities loaned that are

    redeemable prior to maturity at the option of the holder are

    reflected at the earliest dates such options become

    exercisable.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 53 Goldman Sachs March 2024 Form 10-Q

Other Secured Financings

In addition to repurchase agreements and securities loaned

transactions, the firm funds certain assets through the use of

other secured financings and pledges financial instruments

and other assets as collateral in these transactions. These

other secured financings include:

  • Liabilities of CIEs and consolidated VIEs;
  • Transfers of assets accounted for as financings rather than

    sales (e.g., pledged commodities, bank loans and mortgage

    whole loans); and

  • Other structured financing arrangements.

Other secured financings included nonrecourse

arrangements. Nonrecourse other secured financings were

$5.58 billion as of March 2024 and $5.57 billion as of

December 2023.

The firm has elected to apply the fair value option to

substantially all other secured financings because the use of

fair value eliminates non-economic volatility in earnings that

would arise from using different measurement attributes. See

Note 5 for further information about other secured

financings that are accounted for at fair value.

Other secured financings that are not recorded at fair value

are recorded based on the amount of cash received plus

accrued interest, which generally approximates fair value. As

these financings are not accounted for at fair value, they are

not included in the firm’s fair value hierarchy in Notes 4 and

  • 5. Had these financings been included in the firm’s fair value

hierarchy, substantially all would have been classified in level

3 as of both March 2024 and December 2023.

The table below presents information about other secured

financings.

$ in millions

U.S.

Dollar

Non-U.S.

Dollar Total

As of March 2024

Other secured financings (short-term):

At fair value $ 3,295 $ 4,730 $ 8,025

At amortized cost 1 – 1

Other secured financings (long-term):

At fair value 1,469 5,304 6,773

At amortized cost 253 – 253

Total other secured financings $ 5,018 $ 10,034 $ 15,052

Other secured financings collateralized by:

Financial instruments $ 2,900 $ 9,123 $ 12,023

Other assets $ 2,118 $ 911 $ 3,029

As of December 2023

Other secured financings (short-term):

At fair value $ 3,385 $ 3,451 $ 6,836

At amortized cost – 368 368

Other secured financings (long-term):

At fair value 1,872 3,846 5,718

At amortized cost 272 – 272

Total other secured financings $ 5,529 $ 7,665 $ 13,194

Other secured financings collateralized by:

Financial instruments $ 3,122 $ 6,755 $ 9,877

Other assets $ 2,407 $ 910 $ 3,317

In the table above:

  • Short-term other secured financings includes financings

    maturing within one year of the financial statement date

    and financings that are redeemable within one year of the

    financial statement date at the option of the holder.

  • Non-U.S. dollar-denominated short-term other secured

    financings at amortized cost had a weighted average

    interest rate of 0.47% as of December 2023. This rate

    includes the effect of hedging activities.

  • U.S. dollar-denominated long-term other secured

    financings at amortized cost had a weighted average

    interest rate of 3.59% as of March 2024 and 3.44% as of

    December 2023. These rates include the effect of hedging

    activities.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 54

  • Total other secured financings included $2.74 billion as of

    March 2024 and $2.34 billion as of December 2023 related

    to transfers of financial assets accounted for as financings

    rather than sales. Such financings were collateralized by

    financial assets, primarily included in trading assets, of

    $2.74 billion as of March 2024 and $2.36 billion as of

    December 2023.

  • Other secured financings collateralized by financial

    instruments included $9.19 billion as of March 2024 and

    $8.38 billion as of December 2023 of other secured

    financings collateralized by trading assets, investments and

    loans, and included $2.84 billion as of March 2024 and

    $1.49 billion as of December 2023 of other secured

    financings collateralized by financial instruments received

    as collateral and repledged.

The table below presents other secured financings by

maturity.

$ in millions

As of March 2024

Other secured financings (short-term)

$ 8,026

Other secured financings (long-term):

 

2025

1,660

2026

2,630

2027

158

2028

1,424

2029

53

2030 - thereafter

1,101

Total other secured financings (long-term)

7,026

Total other secured financings

$ 15,052

In the table above:

  • Long-term other secured financings that are repayable

    prior to maturity at the option of the firm are reflected at

    their contractual maturity dates.

  • Long-term other secured financings that are redeemable

    prior to maturity at the option of the holder are reflected at

    the earliest dates such options become exercisable.

Collateral Received and Pledged

The firm receives cash and securities (e.g., U.S. government

and agency obligations, other sovereign and corporate

obligations, as well as equity securities) as collateral,

primarily in connection with resale agreements, securities

borrowed, derivative transactions and customer margin

loans. The firm obtains cash and securities as collateral on an

upfront or contingent basis for derivative instruments and

collateralized agreements to reduce its credit exposure to

individual counterparties.

In many cases, the firm is permitted to deliver or repledge

financial instruments received as collateral when entering

into repurchase agreements and securities loaned

transactions, primarily in connection with secured client

financing activities. The firm is also permitted to deliver or

repledge these financial instruments in connection with other

secured financings, collateralized derivative transactions and

firm or customer settlement requirements.

The firm also pledges certain trading assets in connection

with repurchase agreements, securities loaned transactions

and other secured financings, and other assets (substantially

all real estate and cash) in connection with other secured

financings to counterparties who may or may not have the

right to deliver or repledge them.

The table below presents financial instruments at fair value

received as collateral that were available to be delivered or

repledged and were delivered or repledged.

 

As of

$ in millions

March 2024

December 2023

Collateral available to be delivered or repledged

$ 1,053,459

$ 1,002,891

Collateral that was delivered or repledged

$ 912,935

$ 862,988

The table below presents information about assets pledged.

 

As

$ in millions

March 2024

December 2023

Pledged to counterparties that had the right to deliver or repledge

Trading assets

$ 113,748

$ 110,567

Pledged to counterparties that did not have the right to deliver or repledge

Trading assets

$ 152,105

$ 138,404

Investments

$ 19,685

$ 22,165

Loans

$ 9,555

$ 8,865

Other assets

$ 3,650

$ 3,924

of

The firm also segregates securities for regulatory and other

purposes related to client activity. Such securities are

segregated from trading assets and investments, as well as

from securities received as collateral under resale agreements

and securities borrowed transactions. Securities segregated by

the firm were $55.27 billion as of March 2024 and

$49.26 billion as of December 2023.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 55 Goldman Sachs March 2024 Form 10-Q

Note 12.

Other Assets

The table below presents other assets by type.

 

As of

$ in millions

March 2024

December 2023

Property, leasehold improvements and equipment

$ 10,514

$ 11,244

Goodwill

5,897

5,916

Identifiable intangible assets

1,021

1,177

Operating lease right-of-use assets

2,081

2,171

Income tax-related assets

8,106

8,157

Miscellaneous receivables and other

7,634

7,925

Total

$ 35,253

$ 36,590

Property, Leasehold Improvements and Equipment

Property, leasehold improvements and equipment is net of

accumulated depreciation and amortization of $13.89 billion

as of March 2024 and $13.64 billion as of December 2023.

Property, leasehold improvements and equipment included

$6.58 billion as of March 2024 and $6.65 billion as of

December 2023 that the firm uses in connection with its

operations, and $126 million as of March 2024 and

$124 million as of December 2023 of foreclosed real estate.

The remainder is held by investment entities, including VIEs,

consolidated by the firm. Substantially all property and

equipment is depreciated on a straight-line basis over the

useful life of the asset. Leasehold improvements are

amortized on a straight-line basis over the shorter of the

useful life of the improvement or the term of the lease.

Capitalized costs of software developed or obtained for

internal use are amortized on a straight-line basis over three

years.

The firm tests property, leasehold improvements and

equipment for impairment when events or changes in

circumstances suggest that an asset’s or asset group’s carrying

value may not be fully recoverable. To the extent the carrying

value of an asset or asset group exceeds the projected

undiscounted cash flows expected to result from the use and

eventual disposal of the asset or asset group, the firm

determines the asset or asset group is impaired and records

an impairment equal to the difference between the estimated

fair value and the carrying value of the asset or asset group.

In addition, the firm will recognize an impairment prior to

the sale of an asset or asset group if the carrying value of the

asset or asset group exceeds its estimated fair value. Any

impairments recognized are included in depreciation and

amortization.

The firm had impairments of $80 million during the three

months ended March 2024, related to commercial real estate

included in CIEs within Asset & Wealth Management.

During the three months ended March 2023, the firm had

impairments of approximately $355 million related to

consolidated real estate investments and approximately

$35 million related to capitalized software. Substantially all

of these impairments were included within Asset & Wealth

Management.

Goodwill

Goodwill is the cost of acquired companies in excess of the

fair value of net assets, including identifiable intangible

assets, at the acquisition date.

The table below presents the carrying value of goodwill by

reporting unit.

 

As of

$ in millions

March 2024

December 2023

Global Banking & Markets:

  

Investment banking

$ 267

$ 267

FICC

269

269

Equities

2,647

2,647

Asset & Wealth Management:

  

Asset management

1,391

1,410

Wealth management

1,309

1,309

Platform Solutions:

  

Consumer platforms

Transaction banking and other

14

14

Total

$ 5,897

$ 5,916

Goodwill is assessed for impairment annually in the fourth

quarter or more frequently if events occur or circumstances

change that indicate an impairment may exist. When

assessing goodwill for impairment, first, a qualitative

assessment can be made to determine whether it is more

likely than not that the estimated fair value of a reporting

unit is less than its carrying value. If the results of the

qualitative assessment are not conclusive, a quantitative

goodwill test is performed. Alternatively, a quantitative

goodwill test can be performed without performing a

qualitative assessment.

The quantitative goodwill test compares the estimated fair

value of each reporting unit with its carrying value (including

goodwill and identifiable intangible assets). If the reporting

unit’s estimated fair value exceeds its carrying value,

goodwill is not impaired. An impairment is recognized if the

estimated fair value of a reporting unit is less than its

carrying value and any such impairment is included in

depreciation and amortization.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 56

When performing a quantitative goodwill test, the estimated

fair value of each reporting unit is based on valuation

techniques the firm believes market participants would use to

value these reporting units. Estimated fair values are

generally derived from utilizing a relative value technique,

which applies observable price-to-earnings multiples or price-

to-book multiples of comparable competitors to the reporting

units’ net earnings or net book value, or a discounted cash

flow valuation approach, for reporting units with businesses

in early stages of development. The carrying value of each

reporting unit reflects an allocation of total shareholders’

equity and represents the estimated amount of total

shareholders’ equity required to support the activities of the

reporting unit under currently applicable regulatory capital

requirements.

In the fourth quarter of 2023, the firm performed its annual

assessment of goodwill for impairment, for each of its

reporting units with goodwill, by performing a qualitative

assessment. Multiple factors, including performance

indicators, macroeconomic indicators, firm and industry

events, and fair value indicators, were considered with

respect to each of these reporting units to determine whether

it was more likely than not that the estimated fair value of

each of those reporting units was less than its carrying value.

The qualitative assessment also considered changes since a

quantitative test across all of the firm's reporting units was

last performed in 2022. As a result of the qualitative

assessment, the firm determined that it was more likely than

not that the estimated fair value of each reporting unit with

goodwill exceeded its respective carrying value. Therefore,

the firm determined that goodwill for each reporting unit was

not impaired and that a quantitative goodwill test was not

required.

There were no events or changes in circumstances during the

three months ended March 2024 that would indicate that it

was more likely than not that the estimated fair value of each

of the reporting units with goodwill did not exceed its

respective carrying value as of March 2024.

Identifiable Intangible Assets

The table below presents identifiable intangible assets by

type.

 

As of

$ in millions

March 2024

December 2023

Customer lists

  

Gross carrying value

$ 2,316

$ 2,339

Accumulated amortization

(1,313)

(1,292)

Net carrying value

1,003

1,047

Other

  

Gross carrying value

139

866

Accumulated amortization

(121)

(736)

Net carrying value

18

130

Total gross carrying value

2,455

3,205

Total accumulated amortization

(1,434)

(2,028)

Total net carrying value

$ 1,021

$ 1,177

In the table above:

  • The decrease in the net carrying value of identifiable

    intangible assets from December 2023 to March 2024 was

    primarily attributable to the sale of GreenSky (related

    identifiable intangible assets were included in other as of

    December 2023).

  • Substantially all of the firm’s identifiable intangible assets

    have finite useful lives and are amortized over their

    estimated useful lives generally using the straight-line

    method.

The tables below present information about the amortization

of identifiable intangible assets.

 

Three Months

Ended March

$ in millions

2024

2023

Amortization

$ 26

$ 52

$ in millions

As of March 2024

Estimated future amortization

 

Remainder of 2024

$ 74

2025

$ 91

2026

$ 85

2027

$ 85

2028

$ 84

2029

$ 84

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 57 Goldman Sachs March 2024 Form 10-Q

The firm tests identifiable intangible assets for impairment

when events or changes in circumstances suggest that an

asset’s or asset group’s carrying value may not be fully

recoverable. To the extent the carrying value of an asset or

asset group exceeds the projected undiscounted cash flows

expected to result from the use and eventual disposal of the

asset or asset group, the firm determines the asset or asset

group is impaired and records an impairment equal to the

difference between the estimated fair value and the carrying

value of the asset or asset group. In addition, the firm will

recognize an impairment prior to the sale of an asset or asset

group if the carrying value of the asset or asset group exceeds

its estimated fair value. There were no material impairments

or write-downs during either the three months ended March

2024 or March 2023.

Operating Lease Right-of-Use Assets

The firm enters into operating leases for real estate, office

equipment and other assets, substantially all of which are

used in connection with its operations. For leases longer than

one year, the firm recognizes a right-of-use asset representing

the right to use the underlying asset for the lease term, and a

lease liability representing the liability to make payments.

The lease term is generally determined based on the

contractual maturity of the lease. For leases where the firm

has the option to terminate or extend the lease, an assessment

of the likelihood of exercising the option is incorporated into

the determination of the lease term. Such assessment is

initially performed at the inception of the lease and is

updated if events occur that impact the original assessment.

An operating lease right-of-use asset is initially determined

based on the operating lease liability, adjusted for initial

direct costs, lease incentives and amounts paid at or prior to

lease commencement. This amount is then amortized over

the lease term. Right-of-use assets and operating lease

liabilities recognized (in non-cash transactions for leases

entered into or assumed) by the firm were not material for

both the three months ended March 2024 and March 2023.

See Note 15 for information about operating lease liabilities.

For leases where the firm will derive no economic benefit

from leased space that it has vacated or where the firm has

shortened the term of a lease when space is no longer needed,

the firm will record an impairment or accelerated

amortization of right-of-use assets. There were no material

impairments or accelerated amortizations during either the

three months ended March 2024 or March 2023.

Miscellaneous Receivables and Other

Miscellaneous receivables and other included:

  • Investments in qualified affordable housing projects of

    $3.28 billion as of March 2024 and $3.39 billion as of

    December 2023. The firm receives tax credits for such

    investments. See Note 17 for further information about

    these investments.

  • Assets classified as held for sale were $318 million as of

    March 2024 and $518 million as of December 2023. See

    below for further information.

Assets Held for Sale. As of December 2023, GreenSky

(within Platform Solutions) was classified as held for sale.

Assets related to GreenSky were approximately $3.4 billion

and consisted of loans of approximately $3.0 billion (included

in loans), segregated cash of approximately $110 million

(included in cash and cash equivalents), identifiable

intangible assets of approximately $110 million (included in

identifiable intangible assets within other assets) and other

assets of approximately $190 million (included in

miscellaneous receivables and other within other assets).

During the first quarter of 2024, the firm completed the sale

of GreenSky. See Note 9 for further information about loans

classified as held for sale, above for further information

about identifiable intangible assets, and Note 15 for

information about liabilities classified as held for sale.

Assets held for sale also included $318 million as of March

2024 and $327 million as of December 2023 of assets related

to certain of the firm’s consolidated investments within Asset

& Wealth Management. Substantially all of these assets

consisted of property and equipment and were included in

miscellaneous receivables and other within other assets.

Note 13.

Deposits

The table below presents information about deposits.

 

As of

$ in millions

March 2024

December 2023

U.S. offices

$ 343,356

$ 333,116

Non-U.S. offices

97,306

95,301

Total

$ 440,662

$ 428,417

In the table above:

  • Deposits include savings, demand and time deposits.
  • All U.S. deposits were held at Goldman Sachs Bank USA

    (GS Bank USA). Substantially all non-U.S. deposits were

    held at Goldman Sachs International Bank (GSIB) and

    Goldman Sachs Bank Europe SE (GSBE).

  • Substantially all deposits are interest-bearing.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 58

The table below presents maturities of time deposits held in

U.S. and non-U.S. offices.

 

As of March 2024

$ in millions

U.S.

Non-U.S.

Total

Remainder of 2024

$ 55,523

$ 30,900

$ 86,423

2025

29,438

1,739

31,177

2026

3,198

301

3,499

2027

1,407

200

1,607

2028

814

194

1,008

2029

747

199

946

2030 - thereafter

620

41

661

Total

$ 91,747

$ 33,574

$ 125,321

In the table above:

  • The aggregate amount of time deposits in denominations

    that met or exceeded the applicable insurance limits, or

    were otherwise not covered by insurance, were $17.69

    billion in U.S. deposits and $32.94 billion in non-U.S.

    deposits.

  • Time deposits included $31.37 billion as of March 2024 and

    $29.46 billion as of December 2023 of deposits accounted

    for at fair value under the fair value option. See Note 10 for

    further information about deposits accounted for at fair

    value.

The firm’s savings and demand deposits are recorded based

on the amount of cash received plus accrued interest, which

approximates fair value. In addition, the firm designates

certain derivatives as fair value hedges to convert a portion of

its time deposits not accounted for at fair value from fixed-

rate obligations into floating-rate obligations. The carrying

value of time deposits not accounted for at fair value

approximated fair value as of both March 2024 and

December 2023. As these savings and demand deposits and

time deposits are not accounted for at fair value, they are not

included in the firm’s fair value hierarchy in Notes 4 and 5.

Had these deposits been included in the firm’s fair value

hierarchy, they would have been classified in level 2 as of

both March 2024 and December 2023.

Note 14.

Unsecured Borrowings

The table below presents information about unsecured

borrowings.

 

As of

$ in millions

March 2024

December 2023

Unsecured short-term borrowings

$ 78,603

$ 75,945

Unsecured long-term borrowings

233,919

241,877

Total

$ 312,522

$ 317,822

Unsecured Short-Term Borrowings

Unsecured short-term borrowings includes the portion of

unsecured long-term borrowings maturing within one year of

the financial statement date and unsecured long-term

borrowings that are redeemable within one year of the

financial statement date at the option of the holder.

The firm accounts for certain hybrid financial instruments at

fair value under the fair value option. See Note 10 for further

information about unsecured short-term borrowings that are

accounted for at fair value. In addition, the firm designates

certain derivatives as fair value hedges to convert a portion of

its unsecured short-term borrowings not accounted for at fair

value from fixed-rate obligations into floating-rate

obligations. The carrying value of unsecured short-term

borrowings that are not recorded at fair value generally

approximates fair value due to the short-term nature of the

obligations. As these unsecured short-term borrowings are

not accounted for at fair value, they are not included in the

firm’s fair value hierarchy in Notes 4 and 5. Had these

borrowings been included in the firm’s fair value hierarchy,

substantially all would have been classified in level 2 as of

both March 2024 and December 2023.

The table below presents information about unsecured short-

term borrowings.

 

As of

$ in millions

March 2024

December 2023

Current portion of unsecured long-term borrowings

$ 43,876

$ 49,361

Hybrid financial instruments

27,720

23,073

Commercial paper

4,929

1,213

Other unsecured short-term borrowings

2,078

2,298

Total unsecured short-term borrowings

$ 78,603

$ 75,945

Weighted average interest rate

4.14%

3.64%

In the table above, the weighted average interest rates for

these borrowings include the effect of hedging activities and

exclude unsecured short-term borrowings accounted for at

fair value under the fair value option. See Note 7 for further

information about hedging activities.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 59 Goldman Sachs March 2024 Form 10-Q

Unsecured Long-Term Borrowings

The table below presents information about unsecured long-

term borrowings.

$ in millions

U.S. Dollar

Non-U.S. Dollar

Total

As of March 2024

   

Fixed-rate obligations

$ 111,751

$ 31,976

$ 143,727

Floating-rate obligations

57,277

32,915

90,192

Total

$ 169,028

$ 64,891

$ 233,919

As of December 2023

   

Fixed-rate obligations

$ 114,813

$ 34,762

$ 149,575

Floating-rate obligations

57,053

35,249

92,302

Total

$ 171,866

$ 70,011

$ 241,877

In the table above:

  • Unsecured long-term borrowings consists principally of

    senior borrowings, which have maturities extending

    through 2061.

  • Unsecured long-term borrowings included $87.14 billion as

    of March 2024 and $86.41 billion as of December 2023 of

    borrowings accounted for at fair value under the fair value

    option. The carrying value of unsecured long-term

    borrowings for which the firm did not elect the fair value

    option was $146.78 billion as of March 2024 and $155.47

    billion as of December 2023. The estimated fair value of

    such unsecured long-term borrowings was $150.41 billion

    as of March 2024 and $157.75 billion as of December 2023.

    As these borrowings are not accounted for at fair value,

    they are not included in the firm’s fair value hierarchy in

    Notes 4 and 5. Had these borrowings been included in the

    firm’s fair value hierarchy, substantially all would have

    been classified in level 2 as of both March 2024 and

    December 2023.

  • Floating-rate obligations includes equity-linked, credit-

    linked and indexed instruments. Floating interest rates are

    generally based on SOFR and Euro Interbank Offered

    Rate.

  • U.S. dollar-denominated debt had interest rates ranging

    from 0.86% to 6.75% (with a weighted average rate of

    3.80%) as of March 2024 and 0.86% to 6.75% (with a

    weighted average rate of 3.73%) as of December 2023.

    These rates exclude unsecured long-term borrowings

    accounted for at fair value under the fair value option.

  • Non-U.S. dollar-denominated debt had interest rates

    ranging from 0.25% to 8.00% (with a weighted average

    rate of 2.04%) as of March 2024 and 0.25% to 7.25% (with

    a weighted average rate of 2.11%) as of December 2023.

    These rates exclude unsecured long-term borrowings

    accounted for at fair value under the fair value option.

The table below presents unsecured long-term borrowings by

maturity.

$ in millions

As of March 2024

2025

$ 33,295

2026

30,266

2027

35,157

2028

28,897

2029

25,855

2030 - thereafter

80,449

Total

$ 233,919

In the table above:

  • Unsecured long-term borrowings maturing within one year

    of the financial statement date and unsecured long-term

    borrowings that are redeemable within one year of the

    financial statement date at the option of the holder are

    excluded as they are included in unsecured short-term

    borrowings.

  • Unsecured long-term borrowings that are repayable prior

    to maturity at the option of the firm are reflected at their

    contractual maturity dates.

  • Unsecured long-term borrowings that are redeemable prior

    to maturity at the option of the holder are reflected at the

    earliest dates such options become exercisable.

  • Unsecured long-term borrowings included $(12.29) billion

    of adjustments to the carrying value of certain unsecured

    long-term borrowings resulting from the application of

    hedge accounting by year of maturity as follows: $(460)

    million in 2025, $(545) million in 2026, $(1.25) billion in

    2027, $(1.26) billion in 2028, $(1.11) billion in 2029 and

    $(7.67) billion in 2030 and thereafter.

The firm designates certain derivatives as fair value hedges to

convert a portion of fixed-rate unsecured long-term

borrowings not accounted for at fair value into floating-rate

obligations. See Note 7 for further information about hedging

activities.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 60

The table below presents unsecured long-term borrowings,

after giving effect to such hedging activities.

 

As of

$ in millions

March 2024

December 2023

Fixed-rate obligations

$ 23,968

$ 20,372

Floating-rate obligations

209,951

221,505

Total

$ 233,919

$ 241,877

In the table above, the aggregate amounts of unsecured long-

term borrowings had weighted average interest rates of

6.19% (3.59% related to fixed-rate obligations and 6.37%

related to floating-rate obligations) as of March 2024 and

6.13% (3.44% related to fixed-rate obligations and 6.27%

related to floating-rate obligations) as of December 2023.

These rates exclude unsecured long-term borrowings

accounted for at fair value under the fair value option.

Subordinated Borrowings

Unsecured long-term borrowings includes subordinated debt

and junior subordinated debt. Subordinated debt that

matures within one year is included in unsecured short-term

borrowings. Junior subordinated debt is junior in right of

payment to other subordinated borrowings, which are junior

to senior borrowings. Long-term subordinated debt had

maturities ranging from 2025 to 2045 as of both March 2024

and December 2023.

The table below presents information about subordinated

borrowings.

$ in millions

Par Amount

Carrying Value

Rate

As of March 2024

   

Subordinated debt

$ 12,170

$ 11,462

7.89%

Junior subordinated debt

968

1,021

6.25%

Total

$ 13,138

$ 12,483

7.77%

As of December 2023

   

Subordinated debt

$ 12,215

$ 11,898

7.79%

Junior subordinated debt

968

1,053

6.30%

Total

$ 13,183

$ 12,951

7.68%

In the table above, the rate is the weighted average interest

rate for these borrowings (excluding borrowings accounted

for at fair value under the fair value option), including the

effect of fair value hedges used to convert fixed-rate

obligations into floating-rate obligations. See Note 7 for

further information about hedging activities.

Junior Subordinated Debt

In 2004, Group Inc. issued $2.84 billion of junior

subordinated debt to Goldman Sachs Capital I, a Delaware

statutory trust. Goldman Sachs Capital I issued $2.75 billion

of guaranteed preferred beneficial interests (Trust Preferred

securities) to third parties and $85 million of common

beneficial interests to Group Inc. As of both March 2024 and

December 2023, the outstanding par amount of junior

subordinated debt held by Goldman Sachs Capital I was $968

million and the outstanding par amount of Trust Preferred

securities and common beneficial interests issued by

Goldman Sachs Capital I was $939 million and $29 million,

respectively. Goldman Sachs Capital I is a wholly-owned

finance subsidiary of the firm for regulatory and legal

purposes but is not consolidated for accounting purposes.

The firm pays interest semi-annually on the junior

subordinated debt at an annual rate of 6.345% and the debt

matures on February 15, 2034. The coupon rate and the

payment dates applicable to the beneficial interests are the

same as the interest rate and payment dates for the junior

subordinated debt. The firm has the right, from time to time,

to defer payment of interest on the junior subordinated debt,

and therefore cause payment on Goldman Sachs Capital I’s

preferred beneficial interests to be deferred, in each case up to

ten consecutive semi-annual periods. During any such

deferral period, the firm will not be permitted to, among

other things, pay dividends on or make certain repurchases of

its common stock. Goldman Sachs Capital I is not permitted

to pay any distributions on the common beneficial interests

held by Group Inc. unless all dividends payable on the

preferred beneficial interests have been paid in full.

Note 15.

Other Liabilities

The table below presents other liabilities by type.

 

As of

$ in millions

March 2024

December 2023

Compensation and benefits

$ 4,274

$ 7,804

Income tax-related liabilities

3,290

2,947

Operating lease liabilities

2,160

2,232

Noncontrolling interests

330

363

Employee interests in consolidated funds

17

19

Accrued expenses and other

10,043

10,438

Total

$ 20,114

$ 23,803

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 61 Goldman Sachs March 2024 Form 10-Q

Operating Lease Liabilities

For leases longer than one year, the firm recognizes a right-

of-use asset representing the right to use the underlying asset

for the lease term, and a lease liability representing the

liability to make payments. See Note 12 for information

about operating lease right-of-use assets.

The table below presents information about operating lease

liabilities.

$ in millions

Operating lease liabilities

As of March 2024

 

Remainder of 2024

$ 245

2025

323

2026

288

2027

254

2028

230

2029 - thereafter

1,449

Total undiscounted lease payments

2,789

Imputed interest

(629)

Total operating lease liabilities

$ 2,160

Weighted average remaining lease term

12 years

Weighted average discount rate

4.18%

As of December 2023

 

2024

$ 325

2025

325

2026

288

2027

256

2028

231

2029 - thereafter

1,462

Total undiscounted lease payments

2,887

Imputed interest

(655)

Total operating lease liabilities

$ 2,232

Weighted average remaining lease term

12 years

Weighted average discount rate

4.13%

In the table above, the weighted average discount rate

represents the firm’s incremental borrowing rate as of

January 2019 for operating leases existing on the date of

adoption of ASU No. 2016-02, “Leases (Topic 842),” and at

the lease inception date for leases entered into subsequent to

the adoption of this ASU.

Operating lease costs were $123 million for the three months

ended March 2024 and $119 million for the three months

ended March 2023. Variable lease costs, which are included

in operating lease costs, were not material for both the three

months ended March 2024 and March 2023. Total occupancy

expenses for space held in excess of the firm’s current

requirements were not material for both the three months

ended March 2024 and March 2023.

Lease payments relating to operating lease arrangements that

were signed but had not yet commenced were $1.17 billion as

of March 2024.

Accrued Expenses and Other

Accrued expenses and other included:

  • Liabilities classified as held for sale were not material as of

    March 2024 and were approximately $257 million as of

    December 2023, substantially all of which related to

    GreenSky within Platform Solutions and consisted

    primarily of customer and other payables. See Note 12 for

    further information about assets held for sale.

  • Contract liabilities, which represent consideration received

    by the firm in connection with its contracts with clients

    prior to providing the service, were $100 million as of

    March 2024 and $76 million as of December 2023.

  • Accrued unfunded commitments related to investments in

    qualified affordable housing projects were $2.14 billion as

    of March 2024 and $2.26 billion as of December 2023. See

    Note 17 for further information about these investments.

Note 16.

Securitization Activities

The firm securitizes residential and commercial mortgages,

corporate bonds, loans and other types of financial assets by

selling these assets to securitization vehicles (e.g., trusts,

corporate entities and limited liability companies) or through

a resecuritization. The firm acts as underwriter of the

beneficial interests that are sold to investors. The firm’s

residential mortgage securitizations are primarily in

connection with government agency securitizations.

The firm accounts for a securitization as a sale when it has

relinquished control over the transferred financial assets.

Prior to securitization, the firm generally accounts for assets

pending transfer at fair value and therefore does not typically

recognize significant gains or losses upon the transfer of

assets. Net revenues from underwriting activities are

recognized in connection with the sales of the underlying

beneficial interests to investors.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 62

The firm generally receives cash in exchange for the

transferred assets but may also have continuing involvement

with the transferred financial assets, including ownership of

beneficial interests in securitized financial assets, primarily in

the form of debt instruments. The firm may also purchase

senior or subordinated securities issued by securitization

vehicles (which are typically VIEs) in connection with

secondary market-making activities.

The primary risks included in beneficial interests and other

interests from the firm’s continuing involvement with

securitization vehicles are the performance of the underlying

collateral, the position of the firm’s investment in the capital

structure of the securitization vehicle and the market yield for

the security. Interests accounted for at fair value are

primarily classified in level 2 of the fair value hierarchy.

Interests not accounted for at fair value are carried at

amounts that approximate fair value. See Note 4 for further

information about fair value measurements.

The table below presents the amount of financial assets

securitized and the cash flows received on retained interests

in securitization entities in which the firm had continuing

involvement as of the end of the period.

 

Three Months

Ended March

$ in millions

2024

2023

Residential mortgages

$ 6,257

$ 7,496

Commercial mortgages

158

604

Other financial assets

464

Total financial assets securitized

$ 6,415

$ 8,564

Retained interests cash flows

$ 187

$ 102

The firm securitized assets of $37 million during the three

months ended March 2024 and $44 million during the three

months ended March 2023, in a non-cash exchange for loans

and investments.

The table below presents information about nonconsolidated

securitization entities to which the firm sold assets and had

continuing involvement as of the end of the period.

$ in millions

Outstanding Principal Amount

Retained Interests

Purchased Interests

As of March 2024

   

U.S. government agency-issued CMOs

$ 29,527

$ 1,772

$ –

Other residential mortgage-backed

28,422

1,148

74

Other commercial mortgage-backed

60,990

1,085

84

Corporate debt and other asset-backed

11,265

614

52

Total

$ 130,204

$ 4,619

$ 210

As of December 2023

   

U.S. government agency-issued CMOs

$ 31,140

$ 2,260

$ –

Other residential mortgage-backed

28,767

1,162

78

Other commercial mortgage-backed

61,648

1,192

61

Corporate debt and other asset-backed

12,501

685

56

Total

$ 134,056

$ 5,299

$ 195

In the table above:

  • CMOs represents collateralized mortgage obligations.
  • The outstanding principal amount is presented for the

    purpose of providing information about the size of the

    securitization entities and is not representative of the firm’s

    risk of loss.

  • The firm’s risk of loss from retained or purchased interests

    is limited to the carrying value of these interests.

  • Purchased interests represent senior and subordinated

    interests, purchased in connection with secondary market-

    making activities, in securitization entities in which the

    firm also holds retained interests.

  • Substantially all of the total outstanding principal amount

    and total retained interests relate to securitizations during

    2019 and thereafter.

  • The fair value of retained interests was $4.53 billion as of

    March 2024 and $5.26 billion as of December 2023.

In addition to the interests in the table above, the firm had

other continuing involvement in the form of derivative

transactions and commitments with certain nonconsolidated

VIEs. The carrying value of these derivatives and

commitments was a net asset of $219 million as of March

2024 and $120 million as of December 2023, and the notional

amount of these derivatives and commitments was $2.02

billion as of March 2024 and $1.95 billion as of December

2023. The notional amounts of these derivatives and

commitments are included in maximum exposure to loss in

the nonconsolidated VIE table in Note 17. Additionally, the

firm provided seller financing of approximately $1.50 billion

in connection with the sale of $3.69 billion of GreenSky loans

during the three months ended March 2024 and of

approximately $830 million in connection with the sale of

$1.0 billion of Marcus loans during the three months ended

March 2023. The principal and interest repayments received

from these financings were $381 million for the three months

ended March 2024 and were not material for the three

months ended March 2023. During 2023, the firm provided

an aggregate amount of seller financing of approximately

$2.7 billion in connection with the sale of $3.24 billion of

Marcus loans. The total outstanding principal amount of

these seller financings were $3.0 billion as of March 2024 and

$1.81 billion as of December 2023.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 63 Goldman Sachs March 2024 Form 10-Q

The table below presents information about the weighted

average key economic assumptions used in measuring the fair

value of mortgage-backed retained interests.

 

As of

$ in millions

March 2024

December 2023

Fair value of retained interests

$ 3,943

$ 4,590

Weighted average life (years)

5.8

5.7

Constant prepayment rate

10.2%

12.2%

Impact of 10% adverse change

$ (41)

$ (50)

Impact of 20% adverse change

$ (77)

$ (94)

Discount rate

8.4%

7.6%

Impact of 10% adverse change

$ (115)

$ (117)

Impact of 20% adverse change

$ (221)

$ (226)

In the table above:

  • Amounts do not reflect the benefit of other financial

    instruments that are held to mitigate risks inherent in these

    retained interests.

  • Changes in fair value based on an adverse variation in

    assumptions generally cannot be extrapolated because the

    relationship of the change in assumptions to the change in

    fair value is not usually linear.

  • The impact of a change in a particular assumption is

    calculated independently of changes in any other

    assumption. In practice, simultaneous changes in

    assumptions might magnify or counteract the sensitivities

    disclosed above.

  • The constant prepayment rate is included only for

    positions for which it is a key assumption in the

    determination of fair value.

  • The discount rate for retained interests that relate to U.S.

    government agency-issued CMOs does not include any

    credit loss. Expected credit loss assumptions are reflected in

    the discount rate for the remainder of retained interests.

The firm has other retained interests not reflected in the table

above with a fair value of $588 million and a weighted

average life of 5.2 years as of March 2024, and a fair value of

$674 million and a weighted average life of 5.0 years as of

December 2023. Due to the nature and fair value of certain of

these retained interests, the weighted average assumptions for

constant prepayment and discount rates and the related

sensitivity to adverse changes are not meaningful as of both

March 2024 and December 2023. The firm’s maximum

exposure to adverse changes in the value of these interests is

the carrying value of $614 million as of March 2024 and $685

million as of December 2023.

Note 17.

Variable Interest Entities

A variable interest in a VIE is an investment (e.g., debt or

equity) or other interest (e.g., derivatives or loans and lending

commitments) that will absorb portions of the VIE’s expected

losses and/or receive portions of the VIE’s expected residual

returns.

The firm’s variable interests in VIEs include senior and

subordinated debt; loans and lending commitments; limited

and general partnership interests; preferred and common

equity; derivatives that may include foreign currency, equity

and/or credit risk; guarantees; and certain of the fees the firm

receives from investment funds. Certain interest rate, foreign

currency and credit derivatives the firm enters into with VIEs

are not variable interests because they create, rather than

absorb, risk.

VIEs generally finance the purchase of assets by issuing debt

and equity securities that are either collateralized by or

indexed to the assets held by the VIE. The debt and equity

securities issued by a VIE may include tranches of varying

levels of subordination. The firm’s involvement with VIEs

includes securitization of financial assets, as described in

Note 16, and investments in and loans to other types of VIEs,

as described below. See Note 3 for the firm’s consolidation

policies, including the definition of a VIE.

VIE Consolidation Analysis

The enterprise with a controlling financial interest in a VIE is

known as the primary beneficiary and consolidates the VIE.

The firm determines whether it is the primary beneficiary of a

VIE by performing an analysis that principally considers:

  • Which variable interest holder has the power to direct the

    activities of the VIE that most significantly impact the

    VIE’s economic performance;

  • Which variable interest holder has the obligation to absorb

    losses or the right to receive benefits from the VIE that

    could potentially be significant to the VIE;

  • The VIE’s purpose and design, including the risks the VIE

    was designed to create and pass through to its variable

    interest holders;

  • The VIE’s capital structure;
  • The terms between the VIE and its variable interest holders

    and other parties involved with the VIE; and

  • Related-party relationships.

The firm reassesses its evaluation of whether an entity is a

VIE when certain reconsideration events occur. The firm

reassesses its determination of whether it is the primary

beneficiary of a VIE on an ongoing basis based on current

facts and circumstances.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 64

VIE Activities

The firm is principally involved with VIEs through the

following business activities:

Mortgage-Backed VIEs. The firm sells residential and

commercial mortgage loans and securities to mortgage-

backed VIEs and may retain beneficial interests in the assets

sold to these VIEs. The firm purchases and sells beneficial

interests issued by mortgage-backed VIEs in connection with

market-making activities. In addition, the firm may enter into

derivatives with certain of these VIEs, primarily interest rate

swaps, which are typically not variable interests. The firm

generally enters into derivatives with other counterparties to

mitigate its risk.

Real Estate, Credit- and Power-Related, Tax Credit and

Other Investing VIEs. The firm purchases equity and debt

securities issued by and makes loans to VIEs that hold real

estate, performing and nonperforming debt, distressed loans,

power-related assets and equity securities. The firm also

makes equity investments in VIEs that invest in qualified

affordable housing and renewable energy projects designed to

generate a return through the realization of tax credits and

related tax benefits. The firm generally does not sell assets to,

or enter into derivatives with, these VIEs.

Corporate Debt and Other Asset-Backed VIEs. The firm

structures VIEs that issue notes to clients, purchases and sells

beneficial interests issued by corporate debt and other asset-

backed VIEs in connection with market-making activities,

and makes loans to VIEs that warehouse corporate debt.

Certain of these VIEs synthetically create the exposure for the

beneficial interests they issue by entering into credit

derivatives with the firm, rather than purchasing the

underlying assets. In addition, the firm may enter into

derivatives, such as total return swaps, with certain corporate

debt and other asset-backed VIEs, under which the firm pays

the VIE a return due to the beneficial interest holders and

receives the return on the collateral owned by the VIE. The

collateral owned by these VIEs is primarily other asset-

backed loans and securities. The firm may be removed as the

total return swap counterparty and may enter into derivatives

with other counterparties to mitigate its risk related to these

swaps. The firm may sell assets to the corporate debt and

other asset-backed VIEs it structures.

Principal-Protected Note VIEs. The firm structures VIEs

that issue principal-protected notes to clients. These VIEs

own portfolios of assets, principally with exposure to hedge

funds. Substantially all of the principal protection on the

notes issued by these VIEs is provided by the asset portfolio

rebalancing that is required under the terms of the notes. The

firm enters into total return swaps with these VIEs under

which the firm pays the VIE the return due to the principal-

protected note holders and receives the return on the assets

owned by the VIE. The firm may enter into derivatives with

other counterparties to mitigate its risk. The firm also

obtains funding through these VIEs.

Investments in Funds. The firm makes equity investments

in certain investment fund VIEs it manages and is entitled to

receive fees from these VIEs. The firm has generally not sold

assets to, or entered into derivatives with, these VIEs.

Nonconsolidated VIEs

The table below presents a summary of the nonconsolidated

VIEs in which the firm holds variable interests.

 

As of

$ in millions

March 2024

December 2023

Total nonconsolidated VIEs

  

Assets in VIEs

$ 194,161

$ 193,934

Carrying value of variable interests — assets

$ 16,154

$ 15,478

Carrying value of variable interests — liabilities

$ 2,646

$ 2,750

Maximum exposure to loss:

  

Retained interests

$ 4,619

$ 5,299

Purchased interests

1,007

902

Commitments and guarantees

4,481

4,159

Derivatives

8,648

8,636

Debt and equity

7,889

6,927

Total

$ 26,644

$ 25,923

In the table above:

  • The nature of the firm’s variable interests is described in

    the rows under maximum exposure to loss.

  • The firm’s exposure to the obligations of VIEs is generally

    limited to its interests in these entities. In certain instances,

    the firm provides guarantees, including derivative

    guarantees, to VIEs or holders of variable interests in VIEs.

  • The maximum exposure to loss excludes the benefit of

    offsetting financial instruments that are held to mitigate the

    risks associated with these variable interests.

  • The maximum exposure to loss from retained interests,

    purchased interests, and debt and equity is the carrying

    value of these interests.

  • The maximum exposure to loss from commitments and

    guarantees, and derivatives is the notional amount, which

    does not represent anticipated losses and has not been

    reduced by unrealized losses. As a result, the maximum

    exposure to loss exceeds liabilities recorded for

    commitments and guarantees, and derivatives.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 65 Goldman Sachs March 2024 Form 10-Q

The table below presents information, by principal business

activity, for nonconsolidated VIEs included in the summary

table above.

 

As of

$ in millions

March 2024

December 2023

Mortgage-backed

  

Assets in VIEs

$ 120,691

$ 123,108

Carrying value of variable interests — assets

$ 4,336

$ 4,867

Maximum exposure to loss:

  

Retained interests

$ 4,005

$ 4,614

Purchased interests

331

253

Commitments and guarantees

33

35

Derivatives

2

2

Total

$ 4,371

$ 4,904

Real estate, credit- and power-related, tax credit and other investing

Assets in VIEs

$ 44,891

$ 43,035

Carrying value of variable interests — assets

$ 6,712

$ 6,625

Carrying value of variable interests — liabilities

$ 2,148

$ 2,220

Maximum exposure to loss:

  

Commitments and guarantees

$ 3,823

$ 3,891

Debt and equity

4,572

4,733

Total

$ 8,395

$ 8,624

Corporate debt and other asset-backed

  

Assets in VIEs

$ 24,075

$ 23,188

Carrying value of variable interests — assets

$ 5,016

$ 3,895

Carrying value of variable interests — liabilities

$ 498

$ 530

Maximum exposure to loss:

  

Retained interests

$ 614

$ 685

Purchased interests

676

649

Commitments and guarantees

623

231

Derivatives

8,646

8,634

Debt and equity

3,227

2,103

Total

$ 13,786

$ 12,302

Investments in funds

  

Assets in VIEs

$ 4,504

$ 4,603

Carrying value of variable interests — assets

$ 90

$ 91

Maximum exposure to loss:

  

Commitments and guarantees

$ 2

$ 2

Debt and equity

90

91

Total

$ 92

$ 93

As of both March 2024 and December 2023, the carrying

values of the firm’s variable interests in nonconsolidated VIEs

are included in the consolidated balance sheets as follows:

  • Mortgage-backed: Assets primarily included in trading

    assets and loans.

  • Real estate, credit- and power-related, tax credit and other

    investing: Assets primarily included in investments and

    other assets, and liabilities included in trading liabilities

    and other liabilities.

  • Corporate debt and other asset-backed: Assets included in

    loans and trading assets, and liabilities included in trading

    liabilities.

  • Investments in funds: Assets included in investments.

Tax Credit VIEs

The firm makes equity investments in nonconsolidated tax

credit VIEs that invest in qualified affordable housing and

renewable energy projects. These VIEs are generally

organized as limited partnerships or similar entities and a

third-party is typically the general partner or the managing

member. The firm invests in the entity as a limited partner

and receives income tax credits and other income tax benefits

for such investments. In connection with the adoption of ASU

No. 2023-02, as of January 1, 2024, the firm elected the

proportional amortization method for qualified affordable

housing and renewable energy projects that receive

production tax credits. The investments that meet the criteria

for the proportional amortization method of accounting are

amortized in proportion to the income tax credits and other

income tax benefits received on such investments. The

amortization of investments and the related income tax

credits and other income tax benefits are recorded as a

component of the provision for taxes, and are included in

other operating activities in the consolidated statements of

cash flows.

Investments in qualified affordable housing projects that met

the criteria of the proportional amortization method of

accounting were $3.28 billion as of March 2024 and

$3.39 billion as of December 2023. Such investments were

included in miscellaneous receivables and other within other

assets in the consolidated balance sheets. These investments

included $2.14 billion as of March 2024 and $2.26 billion as

of December 2023 of accrued unfunded commitments. As of

March 2024, a majority of such accrued unfunded

commitments were expected to be funded by year-end 2026.

During the three months ended March 2024, the firm

recognized amortization of $124 million and income tax

credits and other income tax benefits of $151 million, and

during the three months ended March 2023, the firm

recognized amortization of $63 million and income tax

credits and other income tax benefits of $66 million.

Investments in qualified affordable housing projects that did

not meet the criteria for the proportional amortization

method of accounting were not material.

The firm’s investments in renewable energy projects that

receive production tax credits were not eligible for transition

to the proportional amortization method of accounting. Such

investments were $1.54 billion as of March 2024 and

$1.40 billion as of December 2023, were included in

investments in the consolidated balance sheets and were

accounted for at fair value under the fair value option.

Revenues from such investments including income tax credits

and other income tax benefits are recorded in other principal

transactions on the consolidated statements of earnings and

were not material during both the three months ended March

2024 and March 2023.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 66

Consolidated VIEs

The table below presents a summary of the carrying value

and balance sheet classification of assets and liabilities in

consolidated VIEs.

 

As of

$ in millions

March 2024

December 2023

Total consolidated VIEs

  

Assets

  

Cash and cash equivalents

$ 685

$ 439

Customer and other receivables

339

347

Trading assets

110

95

Investments

80

80

Loans

172

267

Other assets

151

248

Total

$ 1,537

$ 1,476

Liabilities

  

Other secured financings

$ 708

$ 850

Customer and other payables

2

2

Unsecured short-term borrowings

14

14

Unsecured long-term borrowings

16

17

Other liabilities

76

91

Total

$ 816

$ 974

In the table above:

  • Assets and liabilities are presented net of intercompany

    eliminations and exclude the benefit of offsetting financial

    instruments that are held to mitigate the risks associated

    with the firm’s variable interests.

  • VIEs in which the firm holds a majority voting interest are

    excluded if (i) the VIE meets the definition of a business

    and (ii) the VIE’s assets can be used for purposes other than

    the settlement of its obligations.

  • Substantially all assets can only be used to settle

    obligations of the VIE.

The table below presents information, by principal business

activity, for consolidated VIEs included in the summary table

above.

 

As of

$ in millions

March 2024

December 2023

Real estate, credit-related and other investing

  

Assets

  

Cash and cash equivalents

$ 508

$ 417

Trading assets

29

28

Investments

80

80

Loans

172

267

Other assets

151

248

Total

$ 940

$ 1,040

Liabilities

  

Other secured financings

$ 67

$ 143

Customer and other payables

2

2

Other liabilities

76

91

Total

$ 145

$ 236

Corporate debt and other asset-backed

  

Assets

  

Cash and cash equivalents

$ 177

$ 22

Total

$ 177

$ 22

Liabilities

  

Other secured financings

$ 316

$ 374

Total

$ 316

$ 374

Principal-protected notes

  

Assets

  

Customer and other receivables

$ 339

$ 347

Trading assets

81

67

Total

$ 420

$ 414

Liabilities

  

Other secured financings

$ 325

$ 333

Unsecured short-term borrowings

14

14

Unsecured long-term borrowings

16

17

Total

$ 355

$ 364

In the table above, creditors and beneficial interest holders of

real estate, credit-related and other investing VIEs do not

have recourse to the general credit of the firm.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 67 Goldman Sachs March 2024 Form 10-Q

Note 18.

Commitments, Contingencies and Guarantees

Commitments

The table below presents commitments by type.

 

As of

$ in millions

March 2024

December 2023

Commitment Type

  

Commercial lending:

  

Investment-grade

$ 114,565

$ 111,202

Non-investment-grade

56,338

54,298

Warehouse financing

11,717

9,184

Consumer

73,622

73,074

Total lending

256,242

247,758

Risk participations

7,637

8,167

Collateralized agreement

95,031

100,503

Collateralized financing

66,715

84,276

Investment

4,730

4,592

Other

11,742

8,258

Total commitments

$ 442,097

$ 453,554

The table below presents commitments by expiration.

 

As of March 2024

$ in millions

Remainder of 2024

2025 - 2026

2027 - 2028

2029 - Thereafter

Commitment Type

    

Commercial lending:

Investment-grade

$ 14,011

$ 39,259

$ 51,191

$ 10,104

Non-investment-grade

2,966

22,356

22,447

8,569

Warehouse financing

1,328

6,227

3,292

870

Consumer

73,622

Total lending

91,927

67,842

76,930

19,543

Risk participations

1,552

3,172

2,828

85

Collateralized agreement

92,860

2,171

Collateralized financing

66,715

Investment

1,090

438

978

2,224

Other

11,221

310

40

171

Total commitments

$ 265,365

$ 73,933

$ 80,776

$ 22,023

Lending Commitments

The firm’s commercial and warehouse financing lending

commitments are agreements to lend with fixed termination

dates and depend on the satisfaction of all contractual

conditions to borrowing. These commitments are presented

net of amounts syndicated to third parties. The total

commitment amount does not necessarily reflect actual future

cash flows because the firm may syndicate portions of these

commitments. In addition, commitments can expire unused

or be reduced or cancelled at the counterparty’s request. The

firm also provides credit to consumers by issuing credit card

lines and through commitments to provide unsecured

installment loans.

The table below presents information about lending

commitments.

 

As of

 

March

December

$ in millions

2024

2023

Held for investment

$ 238,807

$ 227,865

Held for sale

16,499

19,129

At fair value

936

764

Total

$ 256,242

$ 247,758

In the table above:

  • Held for investment lending commitments are accounted

    for at amortized cost. The carrying value of lending

    commitments was a liability of $845 million (including

    allowance for credit losses of $633 million) as of March

    2024 and $845 million (including allowance for credit losses

    of $620 million) as of December 2023. The estimated fair

    value of such lending commitments was a liability of $4.97

    billion as of March 2024 and $5.29 billion as of December

    2023. Had these lending commitments been carried at fair

    value and included in the fair value hierarchy, $2.88 billion

    as of March 2024 and $3.10 billion as of December 2023

    would have been classified in level 2, and $2.09 billion as of

    March 2024 and $2.19 billion as of December 2023 would

    have been classified in level 3.

  • Held for sale lending commitments are accounted for at the

    lower of cost or fair value. The carrying value of lending

    commitments held for sale was a liability of $43 million as

    of March 2024 and $70 million as of December 2023. The

    estimated fair value of such lending commitments

    approximates the carrying value. Had these lending

    commitments been included in the fair value hierarchy,

    they would have been primarily classified in level 3 as of

    both March 2024 and December 2023.

  • Gains or losses related to lending commitments at fair

    value, if any, are generally recorded net of any fees in other

    principal transactions.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 68

Commercial Lending. The firm’s commercial lending

commitments were primarily extended to investment-grade

corporate borrowers. Such commitments primarily included

$140.19 billion as of March 2024 and $137.11 billion as of

December 2023, related to relationship lending activities

(principally used for operating and general corporate

purposes), and $6.72 billion as of March 2024 and $4.21

billion as of December 2023, related to other investment

banking activities (generally extended for contingent

acquisition financing and are often intended to be short-term

in nature, as borrowers often seek to replace them with other

funding sources). The firm also extends lending commitments

in connection with other types of corporate lending,

commercial real estate financing and other collateralized

lending. See Note 9 for further information about funded

loans.

To mitigate the credit risk associated with the firm’s

commercial lending activities, the firm obtains credit

protection on certain loans and lending commitments

through credit default swaps, both single-name and index-

based contracts, and through the issuance of credit-linked

notes.

Warehouse Financing. The firm provides financing to

clients who warehouse financial assets. These arrangements

are collateralized by the warehoused assets, primarily

consisting of residential real estate, consumer and corporate

loans.

Consumer. The firm’s consumer lending commitments

includes:

  • Credit card lines issued by the firm to consumers were

    $73.62 billion as of March 2024 and $70.82 billion as of

    December 2023. Such credit card lines included $14.41

    billion as of March 2024 and $14.35 billion as of December

    2023 of commitments classified as held for sale in

    connection with the planned sale of the GM co-branded

    credit card portfolio. These credit card lines are cancellable

    by the firm.

  • Commitments to provide unsecured installment loans to

    consumers were $2.25 billion as of December 2023 and

    such commitments were classified as held for sale in

    connection with the planned sale of GreenSky. During the

    first quarter of 2024, the firm completed the sale of

    GreenSky.

Risk Participations

The firm also risk participates certain of its commercial

lending commitments to other financial institutions. In the

event of a risk participant’s default, the firm will be

responsible to fund the borrower.

Collateralized Agreement Commitments/

Collateralized Financing Commitments

Collateralized agreement commitments includes forward

starting resale and securities borrowing agreements, and

collateralized financing commitments includes forward

starting repurchase and secured lending agreements that

settle at a future date, generally within three business days.

Collateralized agreement commitments also includes

transactions where the firm has entered into commitments to

provide contingent financing to its clients and counterparties

through resale agreements. The firm’s funding of these

commitments depends on the satisfaction of all contractual

conditions to the resale agreement and these commitments

can expire unused.

Investment Commitments

Investment commitments includes commitments to invest in

private equity, real estate and other assets directly and

through funds that the firm raises and manages. Investment

commitments included $1.01 billion as of March 2024 and

$963 million as of December 2023, related to commitments to

invest in funds managed by the firm. If these commitments

are called, they would be funded at market value on the date

of investment.

Contingencies

Legal Proceedings. See Note 27 for information about legal

proceedings.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 69 Goldman Sachs March 2024 Form 10-Q

Guarantees

The table below presents derivatives that meet the definition

of a guarantee, securities lending and clearing guarantees and

certain other financial guarantees.

$ in millions

Derivatives

Securities lending and clearing

Other financial guarantees

As of March 2024

   

Carrying Value of Net Liability

$ 4,931

$ –

$ 462

Maximum Payout/Notional Amount by Period of Expiration

Remainder of 2024

$ 143,831

$ 25,636

$ 2,003

2025 - 2026

126,278

2,889

2027 - 2028

23,474

2,303

2029 - thereafter

35,243

344

Total

$ 328,826

$ 25,636

$ 7,539

As of December 2023

   

Carrying Value of Net Liability

$ 5,240

$ –

$ 430

Maximum Payout/Notional Amount by Period of Expiration

2024

$ 177,895

$ 28,787

$ 2,325

2025 - 2026

98,843

3,108

2027 - 2028

19,282

2,109

2029 - thereafter

29,030

231

Total

$ 325,050

$ 28,787

$ 7,773

In the table above:

  • The maximum payout is based on the notional amount of

    the contract and does not represent anticipated losses.

  • Amounts exclude certain commitments to issue standby

    letters of credit that are included in lending commitments.

    See the tables in “Commitments” above for a summary of

    the firm’s commitments.

  • The carrying value for derivatives included derivative

    assets of $408 million as of March 2024 and $359 million as

    of December 2023, and derivative liabilities of $5.34 billion

    as of March 2024 and $5.60 billion as of December 2023.

Derivative Guarantees. The firm enters into various

derivatives that meet the definition of a guarantee under U.S.

GAAP, including written equity and commodity put options,

written currency contracts and interest rate caps, floors and

swaptions. These derivatives are risk managed together with

derivatives that do not meet the definition of a guarantee, and

therefore the amounts in the table above do not reflect the

firm’s overall risk related to derivative activities. Disclosures

about derivatives are not required if they may be cash settled

and the firm has no basis to conclude it is probable that the

counterparties held the underlying instruments at the

inception of the contract. The firm has concluded that these

conditions have been met for certain large, internationally

active commercial and investment bank counterparties,

central clearing counterparties, hedge funds and certain other

counterparties. Accordingly, the firm has not included such

contracts in the table above. See Note 7 for information

about credit derivatives that meet the definition of a

guarantee, which are not included in the table above.

Derivatives are accounted for at fair value and therefore the

carrying value is considered the best indication of payment/

performance risk for individual contracts. However, the

carrying values in the table above exclude the effect of

counterparty and cash collateral netting.

Securities Lending and Clearing Guarantees. Securities

lending and clearing guarantees include the indemnifications

and guarantees that the firm provides in its capacity as an

agency lender and in its capacity as a sponsoring member of

the Fixed Income Clearing Corporation.

As an agency lender, the firm indemnifies most of its

securities lending customers against losses incurred in the

event that borrowers do not return securities and the

collateral held is insufficient to cover the market value of the

securities borrowed. The maximum payout of such

indemnifications was $13.40 billion as of March 2024 and

$14.19 billion as of December 2023. Collateral held by the

lenders in connection with securities lending indemnifications

was $13.92 billion as of March 2024 and $14.63 billion as of

December 2023. Because the contractual nature of these

arrangements requires the firm to obtain collateral with a

market value that exceeds the value of the securities lent to

the borrower, there is minimal performance risk associated

with these indemnifications.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 70

As a sponsoring member of the Government Securities

Division of the Fixed Income Clearing Corporation, the firm

guarantees the performance of its sponsored member clients

to the Fixed Income Clearing Corporation in connection with

certain resale and repurchase agreements. To minimize

potential losses on such guarantees, the firm obtains a

security interest in the collateral that the sponsored client

placed with the Fixed Income Clearing Corporation.

Therefore, the risk of loss on such guarantees is minimal. The

maximum payout on this guarantee was $12.24 billion as of

March 2024 and $14.60 billion as of December 2023. The

related collateral held was $12.17 billion as of March 2024

and $14.69 billion as of December 2023.

Other Financial Guarantees. In the ordinary course of

business, the firm provides other financial guarantees of the

obligations of third parties (e.g., standby letters of credit and

other guarantees to enable clients to complete transactions

and fund-related guarantees). These guarantees represent

obligations to make payments to beneficiaries if the

guaranteed party fails to fulfill its obligation under a

contractual arrangement with that beneficiary. Other

financial guarantees also include a guarantee that the firm

has provided to the Government of Malaysia that it will

receive, by August 2025, at least $1.4 billion in assets and

proceeds from assets seized by governmental authorities

around the world related to 1Malaysia Development Berhad,

a sovereign wealth fund in Malaysia (1MDB). In connection

with this guarantee, the firm agreed to make a one-time

interim payment of $250 million towards the $1.4 billion if

the Government of Malaysia did not receive at least

$500 million in assets and proceeds by August 2022. The firm

does not believe that any interim payment is required. Any

amounts paid by the firm would, in any event, be subject to

reimbursement in the event the assets and proceeds received

by the Government of Malaysia through August 18, 2028

exceed $1.4 billion.

On October 11, 2023, the firm filed a demand for arbitration

alleging that the Government of Malaysia had, as of August

2022, recovered assets and proceeds well in excess of

$500 million; it had recovered substantial additional assets

and proceeds that should be credited against the guarantee;

and it had not used all reasonable efforts to recover other

assets and proceeds that could be credited against the

guarantee. On November 8, 2023, the Government of

Malaysia filed a response to the firm’s demand for arbitration

in which it stated that it intends to counterclaim for payment

of the interim payment (plus interest) on the basis that it had

recovered less than $500 million as of August 2022. The

arbitral process is ongoing. See Note 27 for further

information about matters related to 1MDB.

Guarantees of Securities Issued by Trusts. The firm has

established trusts, including Goldman Sachs Capital I,

Goldman Sachs Capital II and Goldman Sachs Capital III (the

Trusts), and other entities, for the limited purpose of issuing

securities to third parties, lending the proceeds to the firm

and entering into contractual arrangements with the firm and

third parties related to this purpose. The firm does not

consolidate these entities. See Notes 14 and 19 for further

information about the transactions involving the Trusts.

The firm effectively provides for the full and unconditional

guarantee of the securities issued by these entities. Timely

payment by the firm of amounts due to these entities under

the guarantee, borrowing, preferred stock and related

contractual arrangements will be sufficient to cover payments

due on the securities issued by these entities. No subsidiary of

Group Inc. guarantees the securities of the Trusts.

Management believes that it is unlikely that any

circumstances will occur, such as nonperformance on the part

of paying agents or other service providers, that would make

it necessary for the firm to make payments related to these

entities other than those required under the terms of the

guarantee, borrowing, preferred stock and related

contractual arrangements and in connection with certain

expenses incurred by these entities.

Indemnities and Guarantees of Service Providers. In

the ordinary course of business, the firm indemnifies and

guarantees certain service providers, such as clearing and

custody agents, trustees and administrators, against specified

potential losses in connection with their acting as an agent of,

or providing services to, the firm or its affiliates.

The firm may also be liable to some clients or other parties

for losses arising from its custodial role or caused by acts or

omissions of third-party service providers, including sub-

custodians and third-party brokers. In certain cases, the firm

has the right to seek indemnification from these third-party

service providers for certain relevant losses incurred by the

firm. In addition, the firm is a member of payment, clearing

and settlement networks, as well as securities exchanges

around the world that may require the firm to meet the

obligations of such networks and exchanges in the event of

member defaults and other loss scenarios.

In connection with the firm’s prime brokerage and clearing

businesses, the firm agrees to clear and settle transactions

entered into by clients with other brokerage firms. The firm’s

obligations in respect of such transactions are secured by the

assets in the client’s account and proceeds received from the

transactions cleared and settled by the firm on behalf of the

client. In connection with joint venture investments, the firm

may issue loan guarantees under which it may be liable in the

event of fraud, misappropriation, environmental liabilities

and other matters involving the borrower.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 71 Goldman Sachs March 2024 Form 10-Q

The firm is unable to develop an estimate of the maximum

payout under these guarantees and indemnifications as this

depends upon the occurrence of future events, including an

assessment of claims that have not yet occurred. However,

management believes that it is unlikely the firm will have to

make any material payments under these arrangements, and

no material liabilities related to these guarantees and

indemnifications have been recognized in the consolidated

balance sheets as of both March 2024 and December 2023.

Other Representations, Warranties and

Indemnifications. The firm provides representations and

warranties to counterparties in connection with a variety of

commercial transactions and occasionally indemnifies them

against potential losses caused by the breach of those

representations and warranties. The firm may also provide

indemnifications protecting against changes in or adverse

application of certain U.S. tax laws in connection with

ordinary-course transactions, such as securities issuances,

borrowings or derivatives.

In addition, the firm may provide indemnifications to some

counterparties to protect them in the event additional taxes

are owed or payments are withheld, due either to a change in

or an adverse application of certain non-U.S. tax laws. These

indemnifications, as well as indemnifications provided by the

firm on other contractual or other obligations, generally are

standard contractual terms and are entered into in the

ordinary course of business. Generally, there are no stated or

notional amounts included in these indemnifications, and the

contingencies triggering the obligation to indemnify are not

expected to occur. Future changes in tax laws and how such

laws would apply to these indemnifications cannot be

determined. Therefore, the firm is unable to develop an

estimate of the maximum payout under these guarantees and

indemnifications. However, management believes that it is

unlikely the firm will have to make any material payments

under these arrangements, and no material liabilities related

to these arrangements have been recognized in the

consolidated balance sheets as of both March 2024 and

December 2023.

Guarantees of Subsidiaries. Group Inc. is the entity that

fully and unconditionally guarantees the securities issued by

GS Finance Corp., a wholly-owned finance subsidiary of the

firm. Group Inc. has guaranteed the payment obligations of

Goldman Sachs & Co. LLC (GS&Co.), GS Bank USA and

Goldman Sachs Paris Inc. et Cie, subject to certain

exceptions. In addition, Group Inc. has provided guarantees

to Goldman Sachs International (GSI) and GSBE related to

agreements that each entity has entered into with certain of

its counterparties. Group Inc. guarantees many of the

obligations of its other consolidated subsidiaries on a

transaction-by-transaction basis, as negotiated with

counterparties. Given these obligations of the consolidated

subsidiaries are recognized in the consolidated balance sheets

or reflected as commitments, Group Inc.’s liabilities as

guarantor are not separately disclosed.

Note 19.

Shareholders’ Equity

Common Equity

As of both March 2024 and December 2023, the firm had 4.00

billion authorized shares of common stock and 200 million

authorized shares of nonvoting common stock, each with a

par value of $0.01 per share.

The firm’s share repurchase program is intended to help

maintain the appropriate level of common equity. The share

repurchase program is effected primarily through regular

open-market purchases (which may include repurchase plans

designed to comply with Rule 10b5-1 and accelerated share

repurchases), the amounts and timing of which are

determined primarily by the firm’s current and projected

capital position, and capital deployment opportunities, but

which may also be influenced by general market conditions

and the prevailing price and trading volumes of the firm’s

common stock.

The table below presents information about common stock

repurchases.

 

Three Months

Ended March

in millions, except per share amounts

2024

2023

Common share repurchases

3.9

7.1

Average cost per share

$ 384.55

$ 359.77

Total cost of common share repurchases

$ 1,500

$ 2,546

Pursuant to the terms of certain share-based compensation

plans, employees may remit shares to the firm or the firm

may cancel share-based awards to satisfy statutory employee

tax withholding requirements. Under these plans, during the

three months ended March 2024, 1,024 shares were remitted

with a total value of $0.4 million and the firm cancelled

3.2 million share-based awards with a total value of $1.25

billion.

The table below presents common stock dividends declared.

 

Three Months

Ended March

 

2024

2023

Dividends declared per common share

$ 2.75

$ 2.50

On April 11, 2024, the Board of Directors of Group Inc.

declared a dividend of $2.75 per common share to be paid on

June 27, 2024 to common shareholders of record on May 30,

2024.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 72

Preferred Equity

The tables below present information about the perpetual

preferred stock issued and outstanding as of March 2024.

Series

Shares Authorized

Shares Issued

Shares Outstanding

Depositary

Shares

Per Share

A

50,000

30,000

29,999

1,000

C

25,000

8,000

8,000

1,000

D

60,000

54,000

53,999

1,000

E

17,500

7,667

7,667

N.A.

F

5,000

1,615

1,615

N.A.

K

32,200

28,000

28,000

1,000

O

26,000

26,000

26,000

25

P

66,000

60,000

60,000

25

Q

20,000

20,000

20,000

25

R

24,000

24,000

24,000

25

S

14,000

14,000

14,000

25

T

27,000

27,000

27,000

25

U

30,000

30,000

30,000

25

V

30,000

30,000

30,000

25

W

60,000

60,000

60,000

25

Total

486,700

420,282

420,280

 

Series

Earliest Redemption Date

Liquidation Preference

Redemption Value

($ in millions)

A

Currently redeemable

$ 25,000

750

C

Currently redeemable

$ 25,000

200

D

Currently redeemable

$ 25,000

1,350

E

Currently redeemable

$ 100,000

767

F

Currently redeemable

$ 100,000

161

K

May 10, 2024

$ 25,000

700

O

November 10, 2026

$ 25,000

650

P

Currently redeemable

$ 25,000

1,500

Q

August 10, 2024

$ 25,000

500

R

February 10, 2025

$ 25,000

600

S

February 10, 2025

$ 25,000

350

T

May 10, 2026

$ 25,000

675

U

August 10, 2026

$ 25,000

750

V

November 10, 2026

$ 25,000

750

W

February 10, 2029

$ 25,000

1,500

Total

  

11,203

$

$

In the tables above:

  • All shares have a par value of $0.01 per share and, where

    applicable, each share is represented by the specified

    number of depositary shares.

  • The earliest redemption date represents the date on which

    each share of non-cumulative preferred stock is redeemable

    at the firm’s option.

  • Prior to redeeming preferred stock, the firm must receive

    approval from the Board of Governors of the Federal

    Reserve System (FRB).

    • The redemption price per share for Series A through F and

      Series Q through W Preferred Stock is the liquidation

      preference plus declared and unpaid dividends. The

      redemption price per share for Series K through P Preferred

      Stock is the liquidation preference plus accrued and unpaid

      dividends.

    • All series of preferred stock are pari passu and have a

      preference over the firm’s common stock on liquidation.

    • The firm’s ability to declare or pay dividends on, or

      purchase, redeem or otherwise acquire, its common stock is

      subject to certain restrictions in the event that the firm fails

      to pay or set aside full dividends on the preferred stock for

      the latest completed dividend period.

    • Series E and Series F Preferred Stock are held by Goldman

      Sachs Capital II and Goldman Sachs Capital III,

      respectively. These trusts are Delaware statutory trusts

      sponsored by the firm and wholly-owned finance

      subsidiaries of the firm for regulatory and legal purposes

      but are not consolidated for accounting purposes.

In April 2024, the firm issued 90,000 shares of Series X 7.50%

Fixed-Rate Reset Non-Cumulative Preferred Stock (Series X

Preferred Stock). Each share of Series X Preferred Stock

issued and outstanding has a liquidation preference of

$25,000 per share, is represented by 25 depositary shares and

is redeemable at the firm's option beginning May 10, 2029 at

a redemption price equal to $25,000 per share plus declared

and unpaid dividends. Dividends on Series X Preferred Stock,

if declared, are payable semi-annually at (i) 7.50% per annum

from the issuance date to, but excluding May 10, 2029 and,

thereafter, (ii) 2.809% per annum plus the five-year treasury

rate.

The firm has announced that in May 2024 it will redeem all

outstanding shares of its Series K 6.375% Fixed-to-Floating

Rate Non-Cumulative Preferred Stock (Series K Preferred

Stock) with a redemption value of $700 million ($25,000 per

share), plus accrued and unpaid dividends.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 73 Goldman Sachs March 2024 Form 10-Q

The table below presents the dividend rates of perpetual

preferred stock as of March 2024.

Series

Per Annum Dividend Rate

A

3 month term SOFR + 1.01161%, with floor of 3.75%, payable quarterly

C

3 month term SOFR + 1.01161%, with floor of 4.00%, payable quarterly

D

3 month term SOFR + 0.93161%, with floor of 4.00%, payable quarterly

E

3 month term SOFR + 1.02911%, with floor of 4.00%, payable quarterly

F

3 month term SOFR + 1.03161%, with floor of 4.00%, payable quarterly

K

6.375% to, but excluding, May 10, 2024; 3 month term SOFR + 3.81161% thereafter, payable quarterly

O

5.30%, payable semi-annually, from issuance date to, but excluding,November 10, 2026; 3 month term SOFR + 4.09561%, payable quarterly, thereafter

P

3 month term SOFR + 3.13561%, payable quarterly

Q

5.50%, payable semi-annually, from issuance date to, but excluding, August 10, 2024; 5 year treasury rate + 3.623%, payable semi-annually, thereafter

R

4.95%, payable semi-annually, from issuance date to, but excluding, February 10, 2025; 5 year treasury rate + 3.224%, payable semi-annually, thereafter

S

4.40%, payable semi-annually, from issuance date to, but excluding,February 10, 2025; 5 year treasury rate + 2.85%, payable semi-annually thereafter

T

3.80%, payable semi-annually, from issuance date to, but excluding, May 10, 2026; 5 year treasury rate + 2.969%, payable semi-annually, thereafter

U

3.65%, payable semi-annually, from issuance date to, but excluding, August 10, 2026; 5 year treasury rate + 2.915%, payable semi-annually, thereafter

V

4.125%, payable semi-annually, from issuance date to, but excluding, November 10, 2026; 5 year treasury rate + 2.949%, payable semi-annually, thereafter

W

7.50%, payable semi-annually, from issuance date to, but excluding, February 10, 2029; 5 year treasury rate + 3.156%, payable semi-annually, thereafter

In the table above, dividends on each series of preferred stock

are payable in arrears for the periods specified.

The table below presents preferred stock dividends declared.

 

2024

2023

Series

per share

$ in millions

per share

$ in millions

Three Months Ended March

   

A

$ 416.52

$ 12

$ 341.29

$ 10

C

$ 416.52

3

$ 341.29

3

D

$ 411.30

22

$ 336.18

18

E

$ 1,619.35

12

$ 1,382.02

10

F

$ 1,619.98

3

$ 1,382.64

2

J

$ –

$ 343.75

14

K

$ 398.44

11

$ 398.44

11

P

$ 555.17

33

$ 476.99

28

Q

$ 687.50

14

$ 687.50

14

R

$ 618.75

15

$ 618.75

15

S

$ 550.00

8

$ 550.00

8

U

$ 456.25

14

$ 456.25

14

W

$ 895.83

54

$ –

Total

 

$ 201

 

$ 147

On April 8, 2024, Group Inc. declared dividends of $385.79

per share of Series A Preferred Stock, $385.79 per share of

Series C Preferred Stock, $380.90 per share of Series D

Preferred Stock, $398.44 per share of Series K Preferred

Stock, $662.50 per share of Series O Preferred Stock, $515.59

per share of Series P Preferred Stock, $475.00 per share of

Series T Preferred Stock and $515.63 per share of Series V

Preferred Stock that will be paid on May 10, 2024 to

preferred shareholders of record on April 25, 2024. In

addition, the firm declared dividends of $1,663.37 per share

of Series E Preferred Stock and $1,664.02 per share of Series F

Preferred Stock to be paid on June 3, 2024 to preferred

shareholders of record on May 19, 2024.

Accumulated Other Comprehensive Income/(Loss)

The table below presents changes in accumulated other

comprehensive income/(loss), net of tax, by type.

$ in millions

Beginning

balance

Other

comprehensive

income/(loss)

adjustments,

net of tax

Ending

balance

Three Months Ended March 2024

   

Currency translation

$ (847)

$ 26

$ (821)

Debt valuation adjustment

(123)

(556)

(679)

Pension and postretirement liabilities

(575)

16

(559)

Available-for-sale securities

(1,373)

115

(1,258)

Total

$ (2,918)

$ (399)

$ (3,317)

Three Months Ended March 2023

   

Currency translation

$ (785)

$ (31)

$ (816)

Debt valuation adjustment

892

(1)

891

Pension and postretirement liabilities

(499)

14

(485)

Available-for-sale securities

(2,618)

427

(2,191)

Total

$ (3,010)

$ 409

$ (2,601)

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 74

Note 20.

Regulation and Capital Adequacy

The FRB is the primary regulator of Group Inc., a bank

holding company under the U.S. Bank Holding Company Act

of 1956 and a financial holding company under amendments

to this Act. The firm is subject to consolidated regulatory

capital requirements which are calculated in accordance with

the regulations of the FRB (Capital Framework).

The capital requirements are expressed as risk-based capital

and leverage ratios that compare measures of regulatory

capital to risk-weighted assets (RWAs), average assets and

off-balance sheet exposures. Failure to comply with these

capital requirements would result in restrictions being

imposed by the firm’s regulators and could limit the firm’s

ability to repurchase shares, pay dividends and make certain

discretionary compensation payments. The firm’s capital

levels are also subject to qualitative judgments by the

regulators about components of capital, risk weightings and

other factors. Furthermore, certain of the firm’s subsidiaries

are subject to separate regulations and capital requirements.

Capital Framework

The regulations under the Capital Framework are largely

based on the Basel Committee on Banking Supervision’s

(Basel Committee) capital framework for strengthening

international capital standards (Basel III) and also implement

certain provisions of the U.S. Dodd-Frank Wall Street

Reform and Consumer Protection Act. Under the Capital

Framework, the firm is an “Advanced approaches” banking

organization and has been designated as a global systemically

important bank (G-SIB).

The Capital Framework includes the minimum risk-based

capital and the capital conservation buffer requirements. The

buffer must consist entirely of capital that qualifies as

Common Equity Tier 1 (CET1) capital.

The firm calculates its CET1 capital, Tier 1 capital and Total

capital ratios in accordance with both the Standardized and

Advanced Capital Rules. Each of the ratios calculated under

the Standardized and Advanced Capital Rules must meet its

respective capital requirements.

Under the Capital Framework, the firm is also subject to

leverage requirements which consist of a minimum Tier 1

leverage ratio and a minimum supplementary leverage ratio

(SLR), as well as the SLR buffer.

Consolidated Regulatory Capital Requirements

Risk-Based Capital Ratios. The table below presents the

risk-based capital requirements.

 

Standardized

Advanced

As of March 2024

  

CET1 capital ratio

13.0%

10.0%

Tier 1 capital ratio

14.5%

11.5%

Total capital ratio

16.5%

13.5%

As of December 2023

  

CET1 capital ratio

13.0%

10.0%

Tier 1 capital ratio

14.5%

11.5%

Total capital ratio

16.5%

13.5%

In the table above:

  • Under both the Standardized and Advanced Capital Rules,

    the CET1 capital ratio requirement includes a minimum of

    4.5%, the Tier 1 capital ratio requirement includes a

    minimum of 6.0% and the Total capital ratio requirement

    includes a minimum of 8.0%. These requirements also

    include the capital conservation buffer requirements,

    consisting of the G-SIB surcharge (Method 2) of 3.0% and

    the countercyclical capital buffer, which the FRB has set to

    zero percent. In addition, the capital conservation buffer

    requirements include the stress capital buffer of 5.5%

    under the Standardized Capital Rules and a buffer of 2.5%

    under the Advanced Capital Rules.

  • The G-SIB surcharge is updated annually based on

    financial data from the prior year and is generally

    applicable for the following year. The G-SIB surcharge is

    calculated using two methodologies, the higher of which is

    reflected in the firm’s risk-based capital requirements. The

    first calculation (Method 1) is based on the Basel

    Committee’s methodology which, among other factors,

    relies upon measures of the size, activity and complexity of

    each G-SIB. The second calculation (Method 2) uses similar

    inputs but includes a measure of reliance on short-term

    wholesale funding.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 75 Goldman Sachs March 2024 Form 10-Q

The table below presents information about risk-based

capital ratios.

$ in millions

Standardized

Advanced

As of March 2024

  

CET1 capital

$ 101,650

$ 101,650

Tier 1 capital

$ 112,462

$ 112,462

Tier 2 capital

$ 14,829

$ 10,847

Total capital

$ 127,291

$ 123,309

RWAs

$ 695,174

$ 639,811

CET1 capital ratio

14.6%

15.9%

Tier 1 capital ratio

16.2%

17.6%

Total capital ratio

18.3%

19.3%

As of December 2023

  

CET1 capital

$ 99,442

$ 99,442

Tier 1 capital

$ 110,288

$ 110,288

Tier 2 capital

$ 14,874

$ 10,684

Total capital

$ 125,162

$ 120,972

RWAs

$ 692,737

$ 665,348

CET1 capital ratio

14.4%

14.9%

Tier 1 capital ratio

15.9%

16.6%

Total capital ratio

18.1%

18.2%

Leverage Ratios. The table below presents the leverage

requirements.

 

As of

 

March 2024

December 2023

Tier 1 leverage ratio

4.0%

4.0%

SLR

5.0%

5.0%

In the table above, the SLR requirement of 5% includes a

minimum of 3% and a 2% buffer applicable to G-SIBs.

The table below presents information about leverage ratios.

 

For the Three Months Ended or as of

 

March

December

$ in millions

2024

2023

Tier 1 capital

$ 112,462

$ 110,288

Average total assets

$ 1,643,169

$ 1,579,237

Deductions from Tier 1 capital

(6,964)

(7,167)

Average adjusted total assets

1,636,205

1,572,070

Off-balance sheet and other exposures

433,498

423,686

Total leverage exposure

$ 2,069,703

$ 1,995,756

Tier 1 leverage ratio

6.9%

7.0%

SLR

5.4%

5.5%

In the table above:

  • Average total assets represents the average daily assets for

    the quarter adjusted for the impact of Current Expected

    Credit Losses (CECL) transition.

  • Off-balance sheet and other exposures primarily includes

    the monthly average of off-balance sheet exposures,

    consisting of derivatives, securities financing transactions,

    commitments and guarantees.

  • Tier 1 leverage ratio is calculated as Tier 1 capital divided

    by average adjusted total assets.

    • SLR is calculated as Tier 1 capital divided by total leverage

      exposure.

Risk-Based Capital. The table below presents information

about risk-based capital.

 

As of

$ in millions

March 2024

December 2023

Common shareholders’ equity

$ 107,343

$ 105,702

Impact of CECL transition

276

553

Deduction for goodwill

(5,205)

(5,224)

Deduction for identifiable intangible assets

(797)

(950)

Other adjustments

33

(639)

CET1 capital

101,650

99,442

Preferred stock

11,203

11,203

Deduction for investments in covered funds

(388)

(354)

Other adjustments

(3)

(3)

Tier 1 capital

$ 112,462

$ 110,288

Standardized Tier 2 and Total

Tier 1 capital

capital $ 112,462

$ 110,288

Qualifying subordinated debt

9,626

9,886

Allowance for credit losses

5,206

5,012

Other adjustments

(3)

(24)

Standardized Tier 2 capital

14,829

14,874

Standardized Total capital

$ 127,291

$ 125,162

Advanced Tier 2 and Total capital

Tier 1 capital

$ 112,462

$ 110,288

Standardized Tier 2 capital

14,829

14,874

Allowance for credit losses

(5,206)

(5,012)

Other adjustments

1,224

822

Advanced Tier 2 capital

10,847

10,684

Advanced Total capital

$ 123,309

$ 120,972

In the table above:

  • Beginning in January 2022, the firm started to phase in the

    estimated reduction to regulatory capital as a result of

    adopting the CECL model. The total amount of reduction

    to be phased in from January 1, 2022 through January 1,

    2025 (at 25% per year) was $1.11 billion, of which $829

    million had been phased in as of March 2024. The total

    amount to be phased in includes the impact of adopting

    CECL as of January 1, 2020, as well as 25% of the increase

    in the allowance for credit losses from January 1, 2020

    through December 31, 2021. The impact of CECL

    transition reflects the remaining amount of reduction to be

    phased in as of both March 2024 and December 2023.

  • Deduction for goodwill was net of deferred tax liabilities of

    $692 million as of both March 2024 and December 2023.

  • Deduction for identifiable intangible assets was net of

    deferred tax liabilities of $224 million as of March 2024

    and $227 million as of December 2023.

  • Deduction for investments in covered funds represents the

    firm’s aggregate investments in applicable covered funds as

    defined in the Volcker Rule.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 76

  • Other adjustments within CET1 capital and Tier 1 capital

    primarily include CVAs on derivative liabilities, the

    overfunded portion of the firm’s defined benefit pension

    plan obligation net of associated deferred tax liabilities,

    disallowed deferred tax assets, debt valuation adjustments

    and other required credit risk-based deductions. Other

    adjustments within Advanced Tier 2 capital include eligible

    credit reserves.

  • Qualifying subordinated debt is subordinated debt issued

    by Group Inc. with an original maturity of five years or

    greater. The outstanding amount of subordinated debt

    qualifying for Tier 2 capital is reduced upon reaching a

    remaining maturity of five years. See Note 14 for further

    information about the firm’s subordinated debt.

The table below presents changes in CET1 capital, Tier 1

capital and Tier 2 capital.

$ in millions

Standardized

Advanced

Three Months Ended March 2024

  

CET1 capital

  

Beginning balance

$ 99,442

$ 99,442

Change in:

  

Common shareholders’ equity

1,641

1,641

Impact of CECL transition

(277)

(277)

Deduction for goodwill

19

19

Deduction for identifiable intangible assets

153

153

Other adjustments

672

672

Ending balance

$ 101,650

$ 101,650

Tier 1 capital

  

Beginning balance

$ 110,288

$ 110,288

Change in:

  

CET1 capital

2,208

2,208

Deduction for investments in covered funds

(34)

(34)

Ending balance

112,462

112,462

Tier 2 capital

  

Beginning balance

14,874

10,684

Change in:

  

Qualifying subordinated debt

(260)

(260)

Allowance for credit losses

194

Other adjustments

21

423

Ending balance

14,829

10,847

Total capital

$ 127,291

$ 123,309

RWAs. RWAs are calculated in accordance with both the

Standardized and Advanced Capital Rules.

Credit Risk

Credit RWAs are calculated based on measures of exposure,

which are then risk weighted under the Standardized and

Advanced Capital Rules:

  • The Standardized Capital Rules apply prescribed risk-

    weights, which depend largely on the type of counterparty.

    The exposure measures for derivatives and securities

    financing transactions are based on specific formulas which

    take certain factors into consideration.

  • Under the Advanced Capital Rules, the firm computes risk-

    weights for wholesale and retail credit exposures in

    accordance with the Advanced Internal Ratings-Based

    approach. The exposure measures for derivatives and

    securities financing transactions are computed utilizing

    internal models.

  • For both Standardized and Advanced credit RWAs, the

    risk-weights for securitizations and equities are based on

    specific required formulaic approaches.

Market Risk

RWAs for market risk in accordance with the Standardized

and Advanced Capital Rules are generally consistent. Market

RWAs are calculated based on measures of exposure which

include the following:

  • Value-at-Risk (VaR) is the potential loss in value of trading

    assets and liabilities, as well as certain investments, loans,

    and other financial assets and liabilities accounted for at

    fair value, due to adverse market movements over a defined

    time horizon with a specified confidence level.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 77 Goldman Sachs March 2024 Form 10-Q

For both risk management purposes and regulatory capital

calculations, the firm uses a single VaR model which captures

risks, including those related to interest rates, equity prices,

currency rates and commodity prices. However, VaR used

for risk management purposes differs from VaR used for

regulatory capital requirements (regulatory VaR) due to

differences in time horizons, confidence levels and the scope

of positions on which VaR is calculated. For risk

management purposes, a 95% one-day VaR is used, whereas

for regulatory capital requirements, a 99% 10-day VaR is

used to determine Market RWAs and a 99% one-day VaR is

used to determine regulatory VaR exceptions. In addition,

the daily net revenues used to determine risk management

VaR exceptions (i.e., comparing the daily net revenues to the

VaR measure calculated as of the end of the prior business

day) include intraday activity, whereas the Capital

Framework requires that intraday activity be excluded from

daily net revenues when calculating regulatory VaR

exceptions. Intraday activity includes bid/offer net revenues,

which are more likely than not to be positive by their nature.

As a result, there may be differences in the number of VaR

exceptions and the amount of daily net revenues calculated

for regulatory VaR compared to the amounts calculated for

risk management VaR.

The firm’s positional losses observed on a single day did not

exceed its 99% one-day regulatory VaR during the three

months ended March 2024 and exceeded its 99% one-day

regulatory VaR on one occasion during 2023. There was no

change in the firm’s VaR multiplier used to calculate Market

RWAs;

  • Stressed VaR is the potential loss in value of trading assets

    and liabilities, as well as certain investments, loans, and

    other financial assets and liabilities accounted for at fair

    value, during a period of significant market stress;

  • Incremental risk is the potential loss in value of non-

    securitized positions due to the default or credit migration

    of issuers of financial instruments over a one-year time

    horizon;

  • Comprehensive risk is the potential loss in value, due to

    price risk and defaults, within the firm’s credit correlation

    positions; and

  • Specific risk is the risk of loss on a position that could

    result from factors other than broad market movements,

    including event risk, default risk and idiosyncratic risk. The

    standardized measurement method is used to determine

    specific risk RWAs, by applying supervisory defined risk-

    weighting factors after applicable netting is performed.

Operational Risk

Operational RWAs are only required to be included under

the Advanced Capital Rules. The firm utilizes an internal

risk-based model to quantify Operational RWAs.

The table below presents information about RWAs.

$ in millions

Standardized

Advanced

As of March 2024

  

Credit RWAs

  

Derivatives

$ 151,505

$ 90,832

Commitments, guarantees and loans

239,057

184,162

Securities financing transactions

111,851

21,741

Equity investments

34,206

36,134

Other

72,239

93,926

Total Credit RWAs

608,858

426,795

Market RWAs

  

Regulatory VaR

15,511

15,511

Stressed VaR

44,586

44,586

Incremental risk

6,088

6,088

Comprehensive risk

1,609

1,609

Specific risk

18,522

18,522

Total Market RWAs

86,316

86,316

Total Operational RWAs

126,700

Total RWAs

$ 695,174

$ 639,811

As of December 2023

  

Credit RWAs

  

Derivatives

$ 146,357

$ 96,322

Commitments, guarantees and loans

243,094

194,236

Securities financing transactions

103,704

23,637

Equity investments

34,223

36,920

Other

76,481

96,755

Total Credit RWAs

603,859

447,870

Market RWAs

  

Regulatory VaR

16,457

16,457

Stressed VaR

48,496

48,496

Incremental risk

5,032

5,032

Comprehensive risk

2,718

2,718

Specific risk

16,175

16,175

Total Market RWAs

88,878

88,878

Total Operational RWAs

128,600

Total RWAs

$ 692,737

$ 665,348

In the table above:

  • Securities financing transactions represents resale and

    repurchase agreements and securities borrowed and loaned

    transactions.

  • Other includes receivables, certain debt securities, cash and

    cash equivalents, and other assets.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 78

The table below presents changes in RWAs.

$ in millions

Standardized

Advanced

Three Months Ended March 2024

  

RWAs

  

Beginning balance

$ 692,737

$ 665,348

Credit RWAs

  

Change in:

  

Derivatives

5,148

(5,490)

Commitments, guarantees and loans

(4,037)

(10,074)

Securities financing transactions

8,147

(1,896)

Equity investments

(17)

(786)

Other

(4,242)

(2,829)

Change in Credit RWAs

4,999

(21,075)

Market RWAs

  

Change in:

  

Regulatory VaR

(946)

(946)

Stressed VaR

(3,910)

(3,910)

Incremental risk

1,056

1,056

Comprehensive risk

(1,109)

(1,109)

Specific risk

2,347

2,347

Change in Market RWAs

(2,562)

(2,562)

Change in Operational RWAs

(1,900)

Ending balance

$ 695,174

$ 639,811

RWAs Rollforward Commentary

Three Months Ended March 2024. Standardized Credit

RWAs as of March 2024 increased by $5.00 billion compared

with December 2023, primarily reflecting an increase in

securities financing transactions (principally due to increased

funding exposures) and an increase in derivatives (principally

due to increased exposures). These increases were partially

offset by a decrease in other credit RWAs (principally due to

reduced customer and other receivables exposures) and a

decrease in commitments, guarantees and loans (principally

due to reduced lending exposures). Standardized Market

RWAs as of March 2024 decreased by $2.56 billion compared

with December 2023, reflecting a decrease in stressed VaR

(principally due to lower levels of market volatility).

Advanced Credit RWAs as of March 2024 decreased by

$21.08 billion compared with December 2023, primarily

reflecting a decrease in commitments, guarantees and loans

(principally due to reduced lending exposures) and a decrease

in derivatives (principally due to reduced counterparty credit

risk). Advanced Market RWAs as of March 2024 decreased

by $2.56 billion compared with December 2023, primarily

reflecting a decrease in stressed VaR (principally due to lower

levels of market volatility).

GS Bank USA

GS Bank USA is the firm’s primary U.S. bank subsidiary. GS

Bank USA is a New York State-chartered bank and a member

of the Federal Reserve System, is supervised and regulated by

the FRB, the FDIC, the New York State Department of

Financial Services (NYDFS) and the Consumer Financial

Protection Bureau (CFPB), and is subject to regulatory capital

requirements that are calculated under the Capital

Framework. GS Bank USA is an “Advanced approaches”

banking organization under the Capital Framework. The

deposits of GS Bank USA are insured by the FDIC to the

extent provided by law.

The Capital Framework includes the minimum risk-based

capital and the capital conservation buffer requirements

(consisting of a 2.5% buffer and the countercyclical capital

buffer). The buffer must consist entirely of capital that

qualifies as CET1 capital. In addition, the Capital

Framework includes the leverage ratio requirement.

GS Bank USA is required to calculate the CET1 capital, Tier

1 capital and Total capital ratios in accordance with both the

Standardized and Advanced Capital Rules. The lower of each

risk-based capital ratio under the Standardized and Advanced

Capital Rules is the ratio against which GS Bank USA’s

compliance with its risk-based capital requirements is

assessed. In addition, under the regulatory framework for

prompt corrective action applicable to GS Bank USA, in

order to meet the quantitative requirements for a “well-

capitalized” depository institution, GS Bank USA must also

meet the “well-capitalized” requirements in the table below.

GS Bank USA’s capital levels and prompt corrective action

classification are also subject to qualitative judgments by the

regulators about components of capital, risk weightings and

other factors. Failure to comply with the capital

requirements, including a breach of the buffers described

below, would result in restrictions being imposed by the

regulators.

The table below presents GS Bank USA’s risk-based capital,

leverage and “well-capitalized” requirements.

 

Requirements

“Well-capitalized”

Requirements

Risk-based capital requirements

  

CET1 capital ratio

7.0%

6.5%

Tier 1 capital ratio

8.5%

8.0%

Total capital ratio

10.5%

10.0%

Leverage requirements

  

Tier 1 leverage ratio

4.0%

5.0%

SLR

3.0%

6.0%

In the table above:

  • The CET1 capital ratio requirement includes a minimum of

    4.5%, the Tier 1 capital ratio requirement includes a

    minimum of 6.0% and the Total capital ratio requirement

    includes a minimum of 8.0%. These requirements also

    include the capital conservation buffer requirements

    consisting of a 2.5% buffer and the countercyclical capital

    buffer, which the FRB has set to zero percent.

  • The “well-capitalized” requirements are the binding

    requirements for leverage ratios.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 79 Goldman Sachs March 2024 Form 10-Q

The table below presents information about GS Bank USA’s

risk-based capital ratios.

$ in millions

Standardized

Advanced

As of March 2024

  

CET1 capital

$ 56,176

$ 56,176

Tier 1 capital

$ 56,176

$ 56,176

Tier 2 capital

$ 6,265

$ 3,065

Total capital

$ 62,441

$ 59,241

RWAs

$ 372,640

$ 275,945

CET1 capital ratio

15.1%

20.4%

Tier 1 capital ratio

15.1%

20.4%

Total capital ratio

16.8%

21.5%

As of December 2023

  

CET1 capital

$ 53,781

$ 53,781

Tier 1 capital

$ 53,781

$ 53,781

Tier 2 capital

$ 6,314

$ 2,951

Total capital

$ 60,095

$ 56,732

RWAs

$ 380,774

$ 288,938

CET1 capital ratio

14.1%

18.6%

Tier 1 capital ratio

14.1%

18.6%

Total capital ratio

15.8%

19.6%

In the table above:

  • The lower of the Standardized or Advanced ratio is the

    ratio against which GS Bank USA’s compliance with the

    capital requirements is assessed under the risk-based

    Capital Rules, and therefore, the Standardized ratios

    applied to GS Bank USA as of both March 2024 and

    December 2023.

  • Beginning in January 2022, GS Bank USA started to phase

    in the estimated reduction to regulatory capital as a result

    of adopting the CECL model at 25% per year through

    January 2025. The total amount to be phased in includes

    the impact of adopting CECL as of January 1, 2020, as well

    as 25% of the increase in the allowance for credit losses

    from January 1, 2020 through December 31, 2021.

  • The Standardized and Advanced risk-based capital ratios

    increased from December 2023 to March 2024, reflecting

    an increase in capital, principally due to net earnings, and a

    decrease in both Market and Credit RWAs.

The table below presents information about GS Bank USA’s

leverage ratios.

 

For the Three Months Ended or as of

 

March

December

$ in millions

2024

2023

Tier 1 capital

$ 56,176

$ 53,781

Average adjusted total assets

$ 550,034

$ 523,546

Total leverage exposure

$ 748,582

$ 722,465

Tier 1 leverage ratio

10.2%

10.3%

SLR

7.5%

7.4%

In the table above:

  • Average adjusted total assets represents the average daily

    assets for the quarter adjusted for deductions from Tier 1

    capital and the impact of CECL transition.

  • Tier 1 leverage ratio is calculated as Tier 1 capital divided

    by average adjusted total assets.

  • SLR is calculated as Tier 1 capital divided by total leverage

    exposure.

The FRB requires that GS Bank USA maintain cash reserves

with the Federal Reserve. As of both March 2024 and

December 2023, the reserve requirement ratio was zero

percent. See Note 26 for further information about cash

deposits held by the firm at the Federal Reserve.

GS Bank USA is a registered swap dealer with the CFTC and

a registered security-based swap dealer with the SEC. As of

both March 2024 and December 2023, GS Bank USA was

subject to and in compliance with applicable capital

requirements for swap dealers and security-based swap

dealers.

Restrictions on Payments

Group Inc. may be limited in its ability to access capital held

at certain subsidiaries as a result of regulatory, tax or other

constraints. These limitations include provisions of

applicable law and regulations and other regulatory

restrictions that limit the ability of those subsidiaries to

declare and pay dividends without prior regulatory approval.

For example, the amount of dividends that may be paid by

GS Bank USA are limited to the lesser of the amounts

calculated under a recent earnings test and an undivided

profits test.

In addition, subsidiaries not subject to separate regulatory

capital requirements may hold capital to satisfy local tax and

legal guidelines, rating agency requirements (for entities with

assigned credit ratings) or internal policies, including policies

concerning the minimum amount of capital a subsidiary

should hold based on its underlying level of risk.

Group Inc.’s equity investment in subsidiaries was $136.89

billion as of March 2024 and $133.75 billion as of December

2023, of which Group Inc. was required to maintain $97.02

billion as of March 2024 and $95.80 billion as of December

2023, of minimum equity capital in its regulated subsidiaries

in order to satisfy the regulatory requirements of such

subsidiaries.

Group Inc.’s capital invested in certain non-U.S. dollar

functional currency subsidiaries is exposed to foreign

exchange risk, substantially all of which is managed through

a combination of non-U.S. dollar-denominated debt and

derivatives. See Note 7 for information about the firm’s net

investment hedges used to hedge this risk.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 80

Note 21.

Earnings Per Common Share

Basic earnings per common share (EPS) is calculated by

dividing net earnings to common by the weighted average

number of common shares outstanding and RSUs for which

the delivery of the underlying common stock is not subject to

satisfaction of future service, performance or market

conditions (collectively, basic shares). Diluted EPS includes

the determinants of basic EPS and, in addition, reflects the

dilutive effect of the common stock deliverable for RSUs for

which the delivery of the underlying common stock is subject

to satisfaction of future service, performance or market

conditions.

The table below presents information about basic and diluted

EPS.

 

Three Months

Ended March

in millions, except per share amounts

2024

2023

Net earnings to common

$ 3,931

$ 3,087

Weighted average basic shares

335.6

346.6

Effect of dilutive RSUs

3.9

4.7

Weighted average diluted shares

339.5

351.3

Basic EPS

$ 11.67

$ 8.87

Diluted EPS

$ 11.58

$ 8.79

In the table above:

  • Net earnings to common represents net earnings applicable

    to common shareholders, which is calculated as net

    earnings less preferred stock dividends.

  • Unvested share-based awards that have non-forfeitable

    rights to dividends or dividend equivalents are treated as a

    separate class of securities under the two-class method.

    Distributed earnings allocated to these securities reduce net

    earnings to common to calculate EPS under this method.

    The impact of applying this methodology was a reduction

    in basic EPS of $0.04 for both the three months ended

    March 2024 and March 2023.

  • Diluted EPS does not include antidilutive RSUs, including

    those that are subject to market or performance conditions,

    of 0.3 million for the three months ended March 2024 and

    0.5 million for the three months ended March 2023.

Note 22.

Transactions with Affiliated Funds

The firm has formed nonconsolidated investment funds with

third-party investors. As the firm generally acts as the

investment manager for these funds, it is entitled to receive

management fees and, in certain cases, advisory fees or

incentive fees from these funds. Additionally, the firm invests

alongside the third-party investors in certain funds.

The tables below present information about affiliated funds.

 

Three Months

Ended March

$ in millions

2024

2023

Fees earned from funds

$ 1,244

$ 1,165

 

As of

$ in millions

March 2024

December 2023

Fees receivable from funds

$ 1,674

$ 1,536

Aggregate carrying value of interests in funds

$ 4,097

$ 4,042

The firm has waived, and may waive in the future, certain

management fees on select funds. Management fees waived

were not material for both the three months ended March

2024 and March 2023.

In accordance with the Volcker Rule, the firm does not

provide financial support to covered funds. However, in the

ordinary course of business, the firm may choose to provide

voluntary financial support to funds that are not subject to

the Volcker Rule, although any such support is not expected

to be material to the results of operations of the firm. Except

for the fee waivers noted above, the firm did not provide any

additional financial support to its affiliated funds during

either the three months ended March 2024 or March 2023.

In addition, in the ordinary course of business, the firm may

also engage in other activities with its affiliated funds,

including, among others, securities lending, trade execution,

market-making, custody, and acquisition and bridge

financing. See Note 18 for information about the firm’s

investment commitments related to these funds.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 81 Goldman Sachs March 2024 Form 10-Q

Note 23.

Interest Income and Interest Expense

Interest is recorded over the life of the instrument on an

accrual basis based on contractual interest rates.

The table below presents sources of interest income and

interest expense.

 

Three Months

Ended March

$ in millions

2024

2023

Deposits with banks

$ 2,787

$ 2,470

Collateralized agreements

4,789

3,389

Trading assets

2,913

1,824

Investments

1,193

817

Loans

3,941

3,458

Other interest

3,932

2,980

Total interest income

19,555

14,938

Deposits

5,147

3,495

Collateralized financings

4,206

2,360

Trading liabilities

688

598

Short-term borrowings

456

216

Long-term borrowings

2,777

2,650

Other interest

4,673

3,838

Total interest expense

17,947

13,157

Net interest income

$ 1,608

$ 1,781

In the table above:

  • Collateralized agreements includes rebates paid and

    interest income on securities borrowed.

  • Loans excludes interest on loans held for sale that are

    accounted for at the lower of cost or fair value. Such

    interest is included within other interest.

  • Other interest income includes interest income on customer

    debit balances, other interest-earning assets and loans held

    for sale that are accounted for at the lower of cost or fair

    value.

  • Collateralized financings consists of repurchase agreements

    and securities loaned.

  • Short- and long-term borrowings include both secured and

    unsecured borrowings.

  • Other interest expense includes rebates received on other

    interest-bearing liabilities and interest expense on customer

    credit balances.

Note 24.

Income Taxes

Provision for Income Taxes

Income taxes are provided for using the asset and liability

method under which deferred tax assets and liabilities are

recognized for temporary differences between the financial

reporting and tax bases of assets and liabilities. The firm

reports interest expense related to income tax matters in

provision for taxes and income tax penalties in other

expenses.

Deferred Income Taxes

Deferred income taxes reflect the net tax effects of temporary

differences between the financial reporting and tax bases of

assets and liabilities. These temporary differences result in

taxable or deductible amounts in future years and are

measured using the tax rates and laws that will be in effect

when such differences are expected to reverse. Valuation

allowances are established to reduce deferred tax assets to the

amount that more likely than not will be realized and

primarily relate to the ability to utilize losses and tax credits

in various tax jurisdictions. Tax assets are included in other

assets and tax liabilities are included in other liabilities.

Unrecognized Tax Benefits

The firm recognizes tax positions in the consolidated

financial statements only when it is more likely than not that

the position will be sustained on examination by the relevant

taxing authority based on the technical merits of the position.

A position that meets this standard is measured at the largest

amount of benefit that will more likely than not be realized

on settlement. A liability is established for differences

between positions taken in a tax return and amounts

recognized in the consolidated financial statements.

Regulatory Tax Examinations

The firm is subject to examination by the U.S. Internal

Revenue Service (IRS) and other taxing authorities in

jurisdictions where the firm has significant business

operations, such as the United Kingdom, Japan, Hong Kong

and various states, such as New York. The tax years under

examination vary by jurisdiction. The firm does not expect

completion of these audits to have a material impact on the

firm’s financial condition, but it may be material to operating

results for a particular period, depending, in part, on the

operating results for that period.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 82

The table below presents the earliest tax years that remain

subject to examination by major jurisdiction.

Jurisdiction

As of March 2024

U.S. Federal

2011

New York State and City

2015

United Kingdom

2017

Japan

2017

Hong Kong

2017

The firm has been accepted into the Compliance Assurance

Process program by the IRS for each of the tax years from

2013 through 2024. This program allows the firm to work

with the IRS to identify and resolve potential U.S. Federal tax

issues before the filing of tax returns. All issues for the 2011

through 2018 tax years have been resolved and completion is

pending final review by the Joint Committee on Taxation.

All issues for the 2019 through 2021 tax years have been

resolved and will be effectively settled pending administrative

completion by the IRS. Final completion of tax years 2011

through 2021 will not have a material impact on the effective

tax rate. The 2022 tax year remains subject to post-filing

review. New York State and City examinations of tax years

2015 through 2018 commenced during 2021.

All years, including and subsequent to the years in the table

above, remain open to examination by the taxing authorities.

The firm believes that the liability for unrecognized tax

benefits it has established is adequate in relation to the

potential for additional assessments.

Note 25.

Business Segments

The firm manages and reports its activities in three business

segments: Global Banking & Markets, Asset & Wealth

Management and Platform Solutions. See Note 1 for

information about the firm’s business segments.

Compensation and benefits expenses in the firm’s segments

reflect, among other factors, the overall performance of the

firm, as well as the performance of individual businesses.

Consequently, pre-tax margins in one segment of the firm’s

business may be significantly affected by the performance of

the firm’s other business segments.

The firm allocates assets (including allocations of global core

liquid assets and cash, secured client financing and other

assets), revenues and expenses among the three business

segments. Due to the integrated nature of these segments,

estimates and judgments are made in allocating certain assets,

revenues and expenses. The allocation process is based on the

manner in which management currently views the

performance of the segments.

The allocation of common shareholders’ equity and preferred

stock dividends to each segment is based on the estimated

amount of equity required to support the activities of the

segment under relevant regulatory capital requirements.

Net earnings for each segment is calculated by applying the

firmwide tax rate to each segment’s pre-tax earnings.

Management believes that this allocation provides a

reasonable representation of each segment’s contribution to

consolidated net earnings to common, return on average

common equity and total assets. Transactions between

segments are based on specific criteria or approximate third-

party rates.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 83 Goldman Sachs March 2024 Form 10-Q

Segment Results

The table below presents a summary of the firm’s segment

results.

 

Three Months

Ended March

$ in millions

2024

2023

Global Banking & Markets

  

Non-interest revenues

$ 9,483

$ 8,097

Net interest income

243

347

Total net revenues

9,726

8,444

Provision for credit losses

96

129

Operating expenses

5,153

4,629

Pre-tax earnings

$ 4,477

$ 3,686

Net earnings

$ 3,532

$ 2,986

Net earnings to common

$ 3,377

$ 2,876

Average common equity

$ 75,000

$ 69,497

Return on average common equity

18.0%

16.6%

Asset & Wealth Management

  

Non-interest revenues

$ 3,098

$ 2,330

Net interest income

691

886

Total net revenues

3,789

3,216

Provision for credit losses

(22)

(565)

Operating expenses

2,934

3,168

Pre-tax earnings

$ 877

$ 613

Net earnings

$ 692

$ 496

Net earnings to common

$ 653

$ 464

Average common equity

$ 26,456

$ 32,684

Return on average common equity

9.9%

5.7%

Platform Solutions

  

Non-interest revenues

$ 24

$ 16

Net interest income

674

548

Total net revenues

698

564

Provision for credit losses

244

265

Operating expenses

571

605

Pre-tax earnings/(loss)

$ (117)

$ (306)

Net earnings/(loss)

$ (92)

$ (248)

Net earnings/(loss) to common

$ (99)

$ (253)

Average common equity

$ 4,734

$ 3,935

Return on average common equity

(8.4) %

(25.7) %

Total

  

Non-interest revenues

$ 12,605

$ 10,443

Net interest income

1,608

1,781

Total net revenues

14,213

12,224

Provision for credit losses

318

(171)

Operating expenses

8,658

8,402

Pre-tax earnings

$ 5,237

$ 3,993

Net earnings

$ 4,132

$ 3,234

Net earnings to common

$ 3,931

$ 3,087

Average common equity

$ 106,190

$ 106,116

Return on average common equity

14.8%

11.6%

In the table above:

  • Revenues and expenses directly associated with each

    segment are included in determining pre-tax earnings.

  • Net revenues in the firm’s segments include allocations of

    interest income and expense to specific positions in relation

    to the cash generated by, or funding requirements of, such

    positions. Net interest is included in segment net revenues

    as it is consistent with how management assesses segment

    performance.

  • Expenses not directly associated with specific segments are

    allocated based on an estimate of support provided to each

    segment.

The table below presents depreciation and amortization

expense by segment.

 

Three Months

Ended March

$ in millions

2024

2023

Global Banking & Markets

$ 295

$ 277

Asset & Wealth Management

289

618

Platform Solutions

43

75

Total

$ 627

$ 970

In the table above, the decrease in Asset & Wealth

Management was due to significantly lower impairments

related to commercial real estate included within CIEs.

Segment Assets

The table below presents assets by segment.

 

As of

$ in millions

March 2024

December 2023

Global Banking & Markets

$ 1,449,017

$ 1,381,247

Asset & Wealth Management

190,451

191,863

Platform Solutions

58,972

68,484

Total

$ 1,698,440

$ 1,641,594

Geographic Information

Due to the highly integrated nature of international financial

markets, the firm manages its businesses based on the

profitability of the enterprise as a whole. The methodology

for allocating profitability to geographic regions is dependent

on estimates and management judgment because a significant

portion of the firm’s activities require cross-border

coordination in order to facilitate the needs of the firm’s

clients. Geographic results are generally allocated as follows:

  • Global Banking & Markets: Investment banking fees and

    Other: location of the client and investment banking team;

    FICC intermediation and Equities intermediation: location

    of the market-making desk; FICC financing and Equities

    financing: location of the desk.

  • Asset & Wealth Management (excluding direct-to-

    consumer business, Equity investments and Debt

    investments): location of the sales team; Direct-to-

    consumer business: location of the client; Equity

    investments and Debt investments: location of the

    investment or investment professional.

  • Platform Solutions: location of the client.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 84

The table below presents total net revenues and pre-tax

earnings by geographic region.

$ in millions

2024

2023

Three Months Ended March

    

Americas

$ 9,181

65%

$ 7,194

59%

EMEA

3,470

24%

3,584

29%

Asia

1,562

11%

1,446

12%

Total net revenues

$ 14,213

100%

$ 12,224

100%

Americas

$ 3,276

62%

$ 2,019

51%

EMEA

1,503

29%

1,560

39%

Asia

458

9%

414

10%

Total pre-tax earnings

$ 5,237

100%

$ 3,993

100%

In the table above:

  • Substantially all of the amounts in Americas were

    attributable to the U.S.

  • Asia includes Australia and New Zealand.

Note 26.

Credit Concentrations

The firm’s concentrations of credit risk arise from its market-

making, client facilitation, investing, underwriting, lending

and collateralized transactions, and cash management

activities, and may be impacted by changes in economic,

industry or political factors. These activities expose the firm

to many different industries and counterparties, and may also

subject the firm to a concentration of credit risk to a

particular central bank, counterparty, borrower or issuer,

including sovereign issuers, or to a particular clearinghouse

or exchange. The firm seeks to mitigate credit risk by actively

monitoring exposures and obtaining collateral from

counterparties as deemed appropriate.

The firm measures and monitors its credit exposure based on

amounts owed to the firm after taking into account risk

mitigants that the firm considers when determining credit

risk. Such risk mitigants include netting and collateral

arrangements and economic hedges, such as credit

derivatives, futures and forward contracts. Netting and

collateral agreements permit the firm to offset receivables and

payables with such counterparties and/or enable the firm to

obtain collateral on an upfront or contingent basis.

The table below presents the credit concentrations included

in trading cash instruments and investments.

 

As of

$ in millions

March 2024

December 2023

U.S. government and agency obligations

$ 310,816

$ 260,531

Percentage of total assets

18.3%

15.9%

Non-U.S. government and agency obligations

$ 77,339

$ 90,681

Percentage of total assets

4.6%

5.5%

In addition, the firm had $177.56 billion as of March 2024

and $206.07 billion as of December 2023 of cash deposits held

at central banks (included in cash and cash equivalents), of

which $91.11 billion as of March 2024 and $105.66 billion as

of December 2023 was held at the Federal Reserve.

As of both March 2024 and December 2023, the firm did not

have credit exposure to any other counterparty that exceeded

2% of total assets.

Collateral obtained by the firm related to derivative assets is

principally cash and is held by the firm or a third-party

custodian. Collateral obtained by the firm related to resale

agreements and securities borrowed transactions is primarily

U.S. government and agency obligations, and non-U.S.

government and agency obligations. See Note 11 for further

information about collateralized agreements and financings.

The table below presents U.S. government and agency

obligations, and non-U.S. government and agency obligations

that collateralize resale agreements and securities borrowed

transactions.

 

As of

$ in millions

March 2024

December 2023

U.S. government and agency obligations

$ 172,932

$ 154,056

Non-U.S. government and agency obligations

$ 83,609

$ 92,833

In the table above:

  • Non-U.S. government and agency obligations primarily

    consists of securities issued by the governments of the U.K.,

    Japan, Germany, France and Italy.

  • Given that the firm’s primary credit exposure on such

    transactions is to the counterparty to the transaction, the

    firm would be exposed to the collateral issuer only in the

    event of counterparty default.

Note 27.

Legal Proceedings

The firm is involved in a number of judicial, regulatory and

arbitration proceedings (including those described below)

concerning matters arising in connection with the conduct of

the firm’s businesses. Many of these proceedings are in early

stages, and many of these cases seek an indeterminate

amount of damages.

Under ASC 450, an event is “reasonably possible” if “the

chance of the future event or events occurring is more than

remote but less than likely” and an event is “remote” if “the

chance of the future event or events occurring is slight.”

Thus, references to the upper end of the range of reasonably

possible loss for cases in which the firm is able to estimate a

range of reasonably possible loss mean the upper end of the

range of loss for cases for which the firm believes the risk of

loss is more than slight.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 85 Goldman Sachs March 2024 Form 10-Q

With respect to matters described below for which

management has been able to estimate a range of reasonably

possible loss where (i) actual or potential plaintiffs have

claimed an amount of money damages, (ii) the firm is being,

or threatened to be, sued by purchasers in a securities offering

and is not being indemnified by a party that the firm believes

will pay the full amount of any judgment, or (iii) the

purchasers are demanding that the firm repurchase securities,

management has estimated the upper end of the range of

reasonably possible loss based on (a) in the case of (i), the

amount of money damages claimed, (b) in the case of (ii), the

difference between the initial sales price of the securities that

the firm sold in such offering and the estimated lowest

subsequent price of such securities prior to the action being

commenced and (c) in the case of (iii), the price that

purchasers paid for the securities less the estimated value, if

any, as of March 2024 of the relevant securities, in each of

cases (i), (ii) and (iii), taking into account any other factors

believed to be relevant to the particular matter or matters of

that type. As of the date hereof, the firm has estimated the

upper end of the range of reasonably possible aggregate loss

for such matters and for any other matters described below

where management has been able to estimate a range of

reasonably possible aggregate loss to be approximately

$2.1 billion in excess of the aggregate reserves for such

matters.

Management is generally unable to estimate a range of

reasonably possible loss for matters other than those included

in the estimate above, including where (i) actual or potential

plaintiffs have not claimed an amount of money damages,

except in those instances where management can otherwise

determine an appropriate amount, (ii) matters are in early

stages, (iii) matters relate to regulatory investigations or

reviews, except in those instances where management can

otherwise determine an appropriate amount, (iv) there is

uncertainty as to the likelihood of a class being certified or

the ultimate size of the class, (v) there is uncertainty as to the

outcome of pending appeals or motions, (vi) there are

significant factual issues to be resolved, and/or (vii) there are

novel legal issues presented. For example, the firm’s potential

liabilities with respect to the investigations and reviews

described below in “Regulatory Investigations and Reviews

and Related Litigation” generally are not included in

management’s estimate of reasonably possible loss. However,

management does not believe, based on currently available

information, that the outcomes of such other matters will

have a material adverse effect on the firm’s financial

condition, though the outcomes could be material to the

firm’s operating results for any particular period, depending,

in part, upon the operating results for such period.

1MDB-Related Matters

Between 2012 and 2013, subsidiaries of the firm acted as

arrangers or purchasers of approximately $6.5 billion of debt

securities of 1MDB.

On November 1, 2018, the U.S. Department of Justice (DOJ)

unsealed a criminal information and guilty plea by Tim

Leissner, a former participating managing director of the

firm, and an indictment against Ng Chong Hwa, a former

managing director of the firm. On August 28, 2018, Leissner

was adjudicated guilty by the U.S. District Court for the

Eastern District of New York of conspiring to launder money

and to violate the U.S. Foreign Corrupt Practices Act’s

(FCPA) anti-bribery and internal accounting controls

provisions. Ng was charged with conspiring to launder

money and to violate the FCPA’s anti-bribery and internal

accounting controls provisions, and on April 8, 2022, Ng was

found guilty on all counts following a trial.

On August 18, 2020, the firm announced that it entered into a

settlement agreement with the Government of Malaysia to

resolve the criminal and regulatory proceedings in Malaysia

involving the firm, which includes a guarantee that the

Government of Malaysia receives at least $1.4 billion in

assets and proceeds from assets seized by governmental

authorities around the world related to 1MDB. See Note 18

for further information about this guarantee, including

related arbitration proceedings.

On October 22, 2020, the firm announced that it reached

settlements of governmental and regulatory investigations

relating to 1MDB with the DOJ, the SEC, the FRB, the

NYDFS, the Financial Conduct Authority, the Prudential

Regulation Authority, the Singapore Attorney General’s

Chambers, the Singapore Commercial Affairs Department,

the Monetary Authority of Singapore and the Hong Kong

Securities and Futures Commission. Group Inc. entered into a

three-year deferred prosecution agreement with the DOJ, in

which a charge against the firm, one count of conspiracy to

violate the FCPA, was filed and was later moved to be

dismissed in April 2024 in accordance with the agreement. In

addition, GS Malaysia pleaded guilty to one count of

conspiracy to violate the FCPA, and was sentenced on June 9,

2021. In May 2021, the U.S. Department of Labor granted the

firm a five-year exemption to maintain its status as a

qualified professional asset manager (QPAM).

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 86

On December 20, 2018, a putative securities class action

lawsuit was filed in the U.S. District Court for the Southern

District of New York against Group Inc. and certain former

officers of the firm alleging violations of the anti-fraud

provisions of the Exchange Act with respect to Group Inc.’s

disclosures and public statements concerning 1MDB and

seeking unspecified damages. The plaintiff filed the second

amended complaint on October 28, 2019. On June 28, 2021,

the court dismissed the claims against one of the individual

defendants but denied the defendants’ motion to dismiss with

respect to the firm and the remaining individual defendants.

On August 4, 2023, the plaintiff filed a third amended

complaint. On September 29, 2023, the plaintiff moved for

class certification. On April 5, 2024, the Magistrate Judge

recommended that the plaintiff’s motion for class

certification be granted in part and denied in part.

Mortgage-Related Matters

Complaints were filed in the U.S. District Court for the

Southern District of New York on July 25, 2019 and May 29,

2020 against Goldman Sachs Mortgage Company and GS

Mortgage Securities Corp. by U.S. Bank National

Association, as trustee for two residential mortgage-backed

securitization trusts that issued $1.7 billion of securities. The

complaints generally allege that mortgage loans in the trusts

failed to conform to applicable representations and

warranties and seek specific performance or, alternatively,

compensatory damages and other relief. On November 23,

2020, the court granted in part and denied in part defendants’

motion to dismiss the complaint in the first action and denied

defendants’ motion to dismiss the complaint in the second

action. On January 14, 2021, amended complaints were filed

in both actions.

Currencies-Related Litigation

GS&Co. is among the defendants named in a putative class

action filed in the U.S. District Court for the Southern

District of New York on August 4, 2021. The amended

complaint, filed on January 6, 2022, generally asserts claims

under federal antitrust law and state common law in

connection with an alleged conspiracy among the defendants

to manipulate auctions for foreign exchange transactions on

an electronic trading platform, as well as claims under the

Racketeer Influenced and Corrupt Organizations Act. The

complaint seeks declaratory and injunctive relief, as well as

unspecified amounts of treble and other damages. On May

18, 2023, the court dismissed certain state common law

claims, but denied dismissal of the remaining claims. On July

7, 2023, the plaintiffs filed a second amended complaint.

Banco Espirito Santo S.A. and Oak Finance

In December 2014, September 2015 and December 2015, the

Bank of Portugal (BoP) rendered decisions to reverse an

earlier transfer to Novo Banco of an $835 million facility

agreement (the Facility), structured by GSI, between Oak

Finance Luxembourg S.A. (Oak Finance), a special purpose

vehicle formed in connection with the Facility, and Banco

Espirito Santo S.A. (BES) prior to the failure of BES. In

response, GSI and, with respect to the BoP’s December 2015

decision, GSIB commenced actions beginning in February

2015 against Novo Banco S.A. (Novo Banco) in the English

Commercial Court and the BoP in the Portuguese

Administrative Court. In July 2018, the English Supreme

Court found that the English courts will not have jurisdiction

over GSI’s action unless and until the Portuguese

Administrative Court finds against BoP in GSI’s parallel

action. In July 2018, the Liquidation Committee for BES

issued a decision seeking to claw back from GSI $54 million

paid to GSI and $50 million allegedly paid to Oak Finance in

connection with the Facility, alleging that GSI acted in bad

faith in extending the Facility, including because GSI

allegedly knew that BES was at risk of imminent failure. In

October 2018, GSI commenced an action in the Lisbon

Commercial Court challenging the Liquidation Committee’s

decision and has since also issued a claim against the

Portuguese State seeking compensation for losses of

approximately $222 million related to the failure of BES,

together with a contingent claim for the $104 million sought

by the Liquidation Committee. On April 11, 2023, GSI

commenced administrative proceedings against the BoP,

seeking the nullification of the BoP’s September 2015 and

December 2015 decisions on new grounds.

Financial Advisory Services

Group Inc. and certain of its affiliates are from time to time

parties to various civil litigation and arbitration proceedings

and other disputes with clients and third parties relating to

the firm’s financial advisory activities. These claims generally

seek, among other things, compensatory damages and, in

some cases, punitive damages, and in certain cases allege that

the firm did not appropriately disclose or deal with conflicts

of interest.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 87 Goldman Sachs March 2024 Form 10-Q

Archegos-Related Matters

GS&Co. is among the underwriters named as defendants in a

putative securities class action filed on August 13, 2021 in

New York Supreme Court, County of New York, relating to

ViacomCBS Inc.’s (ViacomCBS) March 2021 public offerings

of $1.7 billion of common stock and $1.0 billion of preferred

stock. In addition to the underwriters, the defendants include

ViacomCBS and certain of its officers and directors. GS&Co.

underwrote 646,154 shares of common stock representing an

aggregate offering price of approximately $55 million and

323,077 shares of preferred stock representing an aggregate

offering price of approximately $32 million. The complaint

asserts claims under the federal securities laws and alleges

that the offering documents contained material

misstatements and omissions, including, among other things,

that the offering documents failed to disclose that Archegos

Capital Management, LP (Archegos) had substantial

exposure to ViacomCBS, including through total return

swaps to which certain of the underwriters (the trading

underwriters), including GS&Co., were allegedly

counterparties, and that such underwriters failed to disclose

their exposure to Archegos. On December 21, 2021, the

plaintiffs filed a corrected amended complaint. The

complaint seeks rescission and compensatory damages in

unspecified amounts. On February 6, 2023, the trial court

dismissed the claims against ViacomCBS and the individual

defendants, but denied the defendants’ motions to dismiss

with respect to GS&Co. and the other underwriter

defendants. On January 4, 2024, the trial court granted the

plaintiffs’ motion for class certification, and on February 14,

2024, the underwriter defendants appealed. On April 4, 2024,

the Appellate Division for the First Department affirmed the

trial court’s dismissal of the claims against ViacomCBS and

the individual defendants, reversed the trial court’s failure to

dismiss the claims against the non-trading underwriter

defendants, and affirmed the trial court’s denial of the

motion to dismiss claims against the trading underwriter

defendants, including GS&Co.

Group Inc. is also a defendant in putative securities class

actions filed beginning in October 2021 and consolidated in

the U.S. District Court for the Southern District of New

York. The complaints allege that Group Inc., along with

another financial institution, sold shares in Baidu Inc.

(Baidu), Discovery Inc. (Discovery), GSX Techedu Inc.

(Gaotu), iQIYI Inc. (iQIYI), Tencent Music Entertainment

Group (Tencent), ViacomCBS, and Vipshop Holdings Ltd.

(Vipshop) based on material nonpublic information

regarding the liquidation of Archegos’ position in Baidu,

Discovery, Gaotu, iQIYI, Tencent, ViacomCBS and Vipshop,

respectively. The complaints generally assert violations of

Sections 10(b), 20A and 20(a) of the Exchange Act and seek

unspecified damages. In May 2023, the plaintiffs in the class

actions filed second amended complaints, and on March 28,

2024, the court granted the defendants’ motion to dismiss the

second amended complaints with prejudice. On April 26,

2024, the plaintiffs appealed to the U.S. Court of Appeals for

the Second Circuit.

On January 24, 2022, the firm received a demand from an

alleged shareholder under Section 220 of the Delaware

General Corporation Law for books and records relating to,

among other things, the firm’s involvement with Archegos

and the firm’s controls with respect to insider trading.

Silicon Valley Bank Matters

GS&Co. is among the underwriters named as defendants in a

putative securities class action filed on April 7, 2023 and

consolidated in the U.S. District Court for the Northern

District of California and an individual action filed on

January 25, 2024 in the same court relating to SVB Financial

Group’s (SVBFG) January 2021 public offerings of

$500 million principal amount of senior notes and

$750 million of depositary shares representing interests in

preferred stock, March 2021 public offering of approximately

$1.2 billion of common stock, May 2021 public offerings of

$1.0 billion of depositary shares representing interests in

preferred stock and $500 million principal amount of senior

notes, August 2021 public offering of approximately

$1.3 billion of common stock, and April 2022 public offering

of $800 million aggregate principal amount of senior notes,

among other public offerings of securities. In addition to the

underwriters, the defendants include certain of SVBFG’s

officers and directors and its auditor. GS&Co. underwrote

an aggregate of 831,250 depositary shares representing an

aggregate offering price of approximately $831 million, an

aggregate of 3,266,108 shares of common stock representing

an aggregate offering price of approximately $1.8 billion and

senior notes representing an aggregate price to the public of

approximately $727 million. The complaints generally assert

claims under the federal securities laws and allege that the

offering documents contained material misstatements and

omissions. The complaints seek compensatory damages in

unspecified amounts. On March 17, 2023, SVBFG filed for

Chapter 11 bankruptcy in the U.S. Bankruptcy Court for the

Southern District of New York. On January 16, 2024, the

plaintiffs filed a consolidated amended complaint in the

putative class action, and on April 3, 2024, the defendants

moved to dismiss the consolidated amended complaint.

The firm is also cooperating with and providing information

to various governmental bodies in connection with their

investigations and inquiries regarding SVBFG and its

affiliates (collectively SVB), including the firm’s business with

SVB in or around March 2023, when SVB engaged the firm to

assist with a proposed capital raise and SVB sold the firm a

portfolio of securities.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 88

Underwriting Litigation

Firm affiliates are among the defendants in a number of

proceedings in connection with securities offerings. In these

proceedings, including those described below, the plaintiffs

assert class action or individual claims under federal and state

securities laws and in some cases other applicable laws, allege

that the offering documents for the securities that they

purchased contained material misstatements and omissions,

and generally seek compensatory and rescissory damages in

unspecified amounts, as well as rescission. Certain of these

proceedings involve additional allegations.

Uber Technologies, Inc. GS&Co. is among the

underwriters named as defendants in several putative

securities class actions filed beginning in September 2019 in

California Superior Court, County of San Francisco and the

U.S. District Court for the Northern District of California,

relating to Uber Technologies, Inc.’s (Uber) $8.1 billion May

2019 initial public offering. In addition to the underwriters,

the defendants include Uber and certain of its officers and

directors. GS&Co. underwrote 35,864,408 shares of common

stock representing an aggregate offering price of

approximately $1.6 billion. On November 16, 2020, the court

in the state court action granted defendants’ motion to

dismiss the consolidated amended complaint filed on

February 11, 2020, and on December 16, 2020, plaintiffs

appealed. On August 7, 2020, defendants’ motion to dismiss

the district court action was denied. On September 25, 2020,

the plaintiffs in the district court action moved for class

certification. On December 5, 2020, the plaintiffs in the state

court action filed a complaint in the district court, which was

consolidated with the existing district court action on

January 25, 2021. On May 14, 2021, the plaintiffs filed a

second amended complaint in the district court, purporting to

add the plaintiffs from the state court action as additional

class representatives. On October 1, 2021, defendants’

motion to dismiss the additional class representatives from

the second amended complaint was denied, and on July 26,

2022, the district court granted the plaintiffs’ motion for class

certification. On February 27, 2023, the U.S. Court of

Appeals for the Ninth Circuit denied the defendants’ petition

seeking interlocutory review of the district court’s grant of

class certification.

GoHealth, Inc. GS&Co. is among the underwriters named

as defendants in putative securities class actions filed

beginning on September 21, 2020 and consolidated in the U.S.

District Court for the Northern District of Illinois relating to

GoHealth, Inc.’s (GoHealth) $914 million July 2020 initial

public offering. In addition to the underwriters, the

defendants include GoHealth, certain of its officers and

directors and certain of its shareholders. GS&Co.

underwrote 11,540,550 shares of common stock representing

an aggregate offering price of approximately $242 million.

On February 25, 2021, the plaintiffs filed a consolidated

complaint. On April 5, 2022, the defendants’ motion to

dismiss the consolidated complaint was denied. On

September 23, 2022, the plaintiffs moved for class

certification. On February 21, 2024, the court preliminarily

approved a settlement. Under the terms of the settlement,

GS&Co. will not be required to contribute to the settlement.

Array Technologies, Inc. GS&Co. is among the

underwriters named as defendants in a putative securities

class action filed on May 14, 2021 in the U.S. District Court

for the Southern District of New York relating to Array

Technologies, Inc.’s (Array) $1.2 billion October 2020 initial

public offering of common stock, $1.3 billion December 2020

offering of common stock and $993 million March 2021

offering of common stock. In addition to the underwriters,

the defendants include Array and certain of its officers and

directors. GS&Co. underwrote an aggregate of 31,912,213

shares of common stock in the three offerings representing an

aggregate offering price of approximately $877 million. On

December 7, 2021, the plaintiffs filed an amended

consolidated complaint, and on May 19, 2023, the court

granted the defendants’ motion to dismiss the amended

consolidated complaint. On July 5, 2023, the court denied the

plaintiffs’ request for leave to amend the amended

consolidated complaint and dismissed the case with

prejudice. On August 4, 2023, plaintiffs appealed to the U.S.

Court of Appeals for the Second Circuit.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 89 Goldman Sachs March 2024 Form 10-Q

ContextLogic Inc. GS&Co. is among the underwriters

named as defendants in putative securities class actions filed

beginning on May 17, 2021 and consolidated in the U.S.

District Court for the Northern District of California,

relating to ContextLogic Inc.’s (ContextLogic) $1.1 billion

December 2020 initial public offering of common stock. In

addition to the underwriters, the defendants include

ContextLogic and certain of its officers and directors.

GS&Co. underwrote 16,169,000 shares of common stock

representing an aggregate offering price of approximately

$388 million. On July 15, 2022, the plaintiffs filed a

consolidated amended complaint, and on March 10, 2023, the

court granted the defendants’ motion to dismiss the

consolidated amended complaint with leave to amend. On

April 10, 2023, the plaintiffs filed a second consolidated

amended complaint, and on December 22, 2023, the court

granted in part and denied in part the defendants’ motion to

dismiss the second consolidated amended complaint with

leave to amend. On February 15, 2024, the plaintiffs filed a

third consolidated amended complaint, and on April 5, 2024,

the defendants moved to dismiss the third consolidated

amended complaint.

DiDi Global Inc. Goldman Sachs (Asia) L.L.C. (GS Asia) is

among the underwriters named as defendants in putative

securities class actions filed beginning on July 6, 2021 in the

U.S. District Courts for the Southern District of New York

and the Central District of California and New York

Supreme Court, County of New York, relating to DiDi

Global Inc.’s (DiDi) $4.4 billion June 2021 initial public

offering of American Depositary Shares (ADS). In addition to

the underwriters, the defendants include DiDi and certain of

its officers and directors. GS Asia underwrote 104,554,000

ADS representing an aggregate offering price of

approximately $1.5 billion. On September 22, 2021, plaintiffs

in the California action voluntarily dismissed their claims

without prejudice. On May 5, 2022, plaintiffs in the

consolidated federal action filed a second consolidated

amended complaint, which includes allegations of violations

of Sections 10(b) and 20A of the Exchange Act against the

underwriter defendants. On March 14, 2024, the court denied

the defendants’ motions to dismiss the second consolidated

amended complaint.

Vroom Inc. GS&Co. is among the underwriters named as

defendants in an amended complaint for a putative securities

class action filed on October 4, 2021 in the U.S. District

Court for the Southern District of New York relating to

Vroom Inc.’s (Vroom) approximately $589 million September

2020 public offering of common stock. In addition to the

underwriters, the defendants include Vroom and certain of its

officers and directors. GS&Co. underwrote 3,886,819 shares

of common stock representing an aggregate offering price of

approximately $212 million. On December 20, 2021, the

defendants served a motion to dismiss the consolidated

complaint.

Zymergen Inc. GS&Co. is among the underwriters named

as defendants in a putative securities class action filed on

August 4, 2021 in the U.S. District Court for the Northern

District of California relating to Zymergen Inc.’s (Zymergen)

$575 million April 2021 initial public offering of common

stock. In addition to the underwriters, the defendants include

Zymergen, certain of its officers and directors and certain of

its shareholders. GS&Co. underwrote 5,750,345 shares of

common stock representing an aggregate offering price of

approximately $178 million. On February 24, 2022, the

plaintiffs filed an amended complaint, and on November 29,

2022, the court granted in part and denied in part the

defendants’ motion to dismiss the amended complaint,

denying dismissal of the claims for violations of Section 11 of

the Securities Act. On August 11, 2023, the court granted the

plaintiffs’ motion for class certification. On October 3, 2023,

Zymergen and three affiliates filed Chapter 11 bankruptcy

petitions in the U.S. Bankruptcy Court for the District of

Delaware. On March 4, 2024, the plaintiffs filed a second

amended complaint.

Waterdrop Inc. GS Asia is among the underwriters named

as defendants in a putative securities class action filed on

September 14, 2021 in the U.S. District Court for the

Southern District of New York relating to Waterdrop Inc.’s

(Waterdrop) $360 million May 2021 initial public offering of

ADS. In addition to the underwriters, the defendants include

Waterdrop and certain of its officers and directors. GS Asia

underwrote 15,300,000 ADS representing an aggregate

offering price of approximately $184 million. On February

21, 2022, the plaintiffs filed an amended complaint, and on

February 3, 2023, the court granted the defendants’ motion to

dismiss the amended complaint. On January 16, 2024, the

U.S. Court of Appeals for the Second Circuit affirmed the

dismissal.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 90

Sea Limited. GS Asia is among the underwriters named as

defendants in putative securities class actions filed on

February 11, 2022 and June 17, 2022, respectively, in New

York Supreme Court, County of New York, relating to Sea

Limited’s approximately $4.0 billion September 2021 public

offering of ADS and approximately $2.9 billion September

2021 public offering of convertible senior notes, respectively.

In addition to the underwriters, the defendants include Sea

Limited, certain of its officers and directors and certain of its

shareholders. GS Asia underwrote 8,222,500 ADS

representing an aggregate offering price of approximately

$2.6 billion and convertible senior notes representing an

aggregate offering price of approximately $1.9 billion. On

August 3, 2022, the actions were consolidated, and on August

9, 2022, the plaintiffs filed a consolidated amended

complaint. The defendants had previously moved to dismiss

the action on July 15, 2022, with the parties stipulating that

the motion would apply to the consolidated amended

complaint. On May 15, 2023, the court granted the

defendants’ motion to dismiss the consolidated amended

complaint with prejudice, and on June 15, 2023, the plaintiffs

moved for a rehearing or for leave to amend the consolidated

amended complaint and also appealed. On November 20,

2023, the court denied the plaintiffs’ motion for a rehearing

or for leave to amend.

Rivian Automotive Inc. GS&Co. is among the

underwriters named as defendants in putative securities class

actions filed on March 7, 2022 and February 28, 2023 in the

U.S. District Court for the Central District of California and

in the Superior Court of the State of California, County of

Orange, respectively, relating to Rivian Automotive Inc.’s

(Rivian) approximately $13.7 billion November 2021 initial

public offering. In addition to the underwriters, the

defendants include Rivian and certain of its officers and

directors. GS&Co. underwrote 44,733,050 shares of common

stock representing an aggregate offering price of

approximately $3.5 billion. On March 2, 2023, the plaintiffs

in the federal court action filed an amended consolidated

complaint, and on July 3, 2023, the court denied the

defendants’ motion to dismiss the amended consolidated

complaint. On June 30, 2023, the court in the state court

action granted the defendants’ motion to dismiss the

complaint, and on September 1, 2023, the plaintiffs appealed.

On December 1, 2023, the plaintiffs in the federal court

action moved for class certification.

Natera Inc. GS&Co. is among the underwriters named as

defendants in putative securities class actions in New York

Supreme Court, County of New York and the U.S. District

Court for the Western District of Texas filed on March 10,

2022 and October 7, 2022, respectively, relating to Natera

Inc.’s (Natera) approximately $585 million July 2021 public

offering of common stock. In addition to the underwriters,

the defendants include Natera and certain of its officers and

directors. GS&Co. underwrote 1,449,000 shares of common

stock representing an aggregate offering price of

approximately $164 million. On July 15, 2022, the parties in

the state court action filed a stipulation and proposed order

approving the discontinuance of the action without prejudice.

On September 11, 2023, the federal court granted in part and

denied in part the defendants’ motion to dismiss.

Robinhood Markets, Inc. GS&Co. is among the

underwriters named as defendants in a putative securities

class action filed on December 17, 2021 in the U.S. District

Court for the Northern District of California relating to

Robinhood Markets, Inc.’s (Robinhood) approximately $2.2

billion July 2021 initial public offering. In addition to the

underwriters, the defendants include Robinhood and certain

of its officers and directors. GS&Co. underwrote 18,039,706

shares of common stock representing an aggregate offering

price of approximately $686 million. On February 10, 2023,

the court granted the defendants’ motion to dismiss the

complaint with leave to amend, and on March 13, 2023, the

plaintiffs filed a second amended complaint. On January 24,

2024, the court granted the defendants’ motion to dismiss the

second amended complaint without leave to amend. On

February 21, 2024, the plaintiffs appealed to the U.S. Court of

Appeals for the Ninth Circuit.

ON24, Inc. GS&Co. is among the underwriters named as

defendants in a putative securities class action filed on

November 3, 2021 in the U.S. District Court for the Northern

District of California relating to ON24, Inc.’s (ON24)

approximately $492 million February 2021 initial public

offering of common stock. In addition to the underwriters,

the defendants include ON24 and certain of its officers and

directors, including a director who was a Managing Director

of GS&Co. at the time of the initial public offering. GS&Co.

underwrote 3,616,785 shares of common stock representing

an aggregate offering price of approximately $181 million.

On March 18, 2022, the plaintiffs filed a consolidated

complaint, and on July 7, 2023, the court granted the

defendants’ motion to dismiss the consolidated complaint

with leave to amend. On September 1, 2023, the plaintiffs

filed an amended consolidated complaint, and on March 5,

2024, the court granted the defendants’ motion to dismiss the

amended consolidated complaint with prejudice. On April 4,

2024, the plaintiffs appealed to the U.S. Court of Appeals for

the Ninth Circuit.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 91 Goldman Sachs March 2024 Form 10-Q

Oscar Health, Inc. GS&Co. is among the underwriters

named as defendants in a putative securities class action filed

on May 12, 2022 in the U.S. District Court for the Southern

District of New York relating to Oscar Health, Inc.’s (Oscar

Health) approximately $1.4 billion March 2021 initial public

offering. In addition to the underwriters, the defendants

include Oscar Health and certain of its officers and directors.

GS&Co. underwrote 12,760,633 shares of common stock

representing an aggregate offering price of approximately

$498 million. On December 5, 2022, the plaintiffs filed an

amended complaint. On April 4, 2023, the defendants moved

to dismiss the amended complaint.

Oak Street Health, Inc. GS&Co. is among the underwriters

named as defendants in an amended complaint for a putative

securities class action filed on May 25, 2022 in the U.S.

District Court for the Northern District of Illinois relating to

Oak Street Health, Inc.’s (Oak Street) $377 million August

2020 initial public offering, $298 million December 2020

secondary equity offering, $691 million February 2021

secondary equity offering and $747 million May 2021

secondary equity offering. In addition to the underwriters,

the defendants include Oak Street, certain of its officers and

directors and certain of its shareholders. GS&Co.

underwrote 4,157,103 shares of common stock in the August

2020 initial public offering representing an aggregate offering

price of approximately $87 million, 1,503,944 shares of

common stock in the December 2020 secondary equity

offering representing an aggregate offering price of

approximately $69 million, 3,083,098 shares of common

stock in the February 2021 secondary equity offering

representing an aggregate offering price of approximately

$173 million and 3,013,065 shares of common stock in the

May 2021 secondary equity offering representing an

aggregate offering price of approximately $187 million. On

February 10, 2023, the court granted in part and denied in

part the defendants’ motion to dismiss, dismissing the claim

alleging a violation of Section 12(a)(2) of the Securities Act

and, with respect to the May 2021 secondary equity offering

only, the claim alleging a violation of Section 11 of the

Securities Act, but declining to dismiss the remaining claims.

On December 15, 2023, the plaintiffs moved for class

certification.

Reata Pharmaceuticals, Inc. GS&Co. is among the

underwriters named as defendants in a consolidated amended

complaint for a putative securities class action filed on June

21, 2022 in the U.S. District Court for the Eastern District of

Texas relating to Reata Pharmaceuticals, Inc.’s (Reata)

approximately $282 million December 2020 public offering of

common stock. In addition to the underwriters, the

defendants include Reata and certain of its officers and

directors. GS&Co. underwrote 1,000,000 shares of common

stock representing an aggregate offering price of

approximately $141 million. On September 7, 2022, the

defendants moved to dismiss the consolidated amended

complaint. On March 29, 2024, the court approved a

settlement, which does not require a contribution from

GS&Co.

Bright Health Group, Inc. GS&Co. is among the

underwriters named as defendants in an amended complaint

for a putative securities class action filed on June 24, 2022 in

the U.S. District Court for the Eastern District of New York

relating to Bright Health Group, Inc.’s (Bright Health)

approximately $924 million June 2021 initial public offering

of common stock. In addition to the underwriters, the

defendants include Bright Health and certain of its officers

and directors. GS&Co. underwrote 11,297,000 shares of

common stock representing an aggregate offering price of

approximately $203 million. On October 12, 2022, the

defendants moved to dismiss the amended complaint.

MINISO Group Holding Limited. GS Asia is among the

underwriters named as defendants in a putative securities

class action filed on August 17, 2022 in the U.S. District

Court for the Central District of California and transferred to

the U.S. District Court for the Southern District of New York

on November 18, 2022 relating to MINISO Group Holding

Limited’s (MINISO) approximately $656 million October

2020 initial public offering of ADS. In addition to the

underwriters, the defendants include MINISO and certain of

its officers and directors. GS Asia underwrote 16,408,093

ADS representing an aggregate offering price of

approximately $328 million. On April 24, 2023, the plaintiffs

filed a second amended complaint, and on February 23, 2024,

the court granted the defendants’ motion to dismiss the

second amended complaint with leave to amend.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 92

Coupang, Inc. GS&Co. is among the underwriters named as

defendants in a putative securities class action filed on August

26, 2022 in the U.S. District Court for the Southern District of

New York relating to Coupang, Inc.’s (Coupang)

approximately $4.6 billion March 2021 initial public offering

of common stock. In addition to the underwriters, the

defendants include Coupang and certain of its officers and

directors. GS&Co. underwrote 42,900,000 shares of common

stock representing an aggregate offering price of

approximately $1.5 billion. On May 24, 2023, the plaintiffs

filed an amended complaint, and on July 28, 2023, the

defendants moved to dismiss the amended complaint.

Yatsen Holding Limited. GS Asia is among the

underwriters named as defendants in a putative securities

class action filed on September 23, 2022 in the U.S. District

Court for the Southern District of New York relating to

Yatsen Holding Limited’s (Yatsen) approximately

$617 million November 2020 initial public offering of ADS.

In addition to the underwriters, the defendants include

Yatsen and certain of its officers and directors. GS Asia

underwrote 22,912,500 ADS representing an aggregate

offering price of approximately $241 million. On October 4,

2023, the plaintiffs filed an amended complaint, and on

December 4, 2023, the defendants moved to dismiss the

amended complaint.

Rent the Runway, Inc. GS&Co. is among the underwriters

named as defendants in a putative securities class action filed

on November 14, 2022 in the U.S. District Court for the

Eastern District of New York relating to Rent the Runway,

Inc.’s (Rent the Runway) $357 million October 2021 initial

public offering of common stock. In addition to the

underwriters, the defendants include Rent the Runway and

certain of its officers and directors. GS&Co. underwrote

5,254,304 shares of common stock representing an aggregate

offering price of approximately $110 million. On September

5, 2023, the plaintiffs filed an amended complaint, and on

October 20, 2023, the defendants served a motion to dismiss

the amended complaint.

Opendoor Technologies Inc. GS&Co. is among the

underwriters named as defendants in a putative securities

class action filed on November 22, 2022 in the U.S. District

Court for the District of Arizona relating to, among other

things, Opendoor Technologies Inc.’s (Opendoor)

approximately $886 million February 2021 public offering of

common stock. In addition to the underwriters, the

defendants include Opendoor and certain of its officers and

directors. GS&Co. underwrote 10,173,401 shares of common

stock representing an aggregate offering price of

approximately $275 million. On April 17, 2023, the plaintiffs

filed a consolidated amended complaint, and on February 28,

2024, the court granted the defendants’ motion to dismiss the

consolidated amended complaint with leave to amend.

FIGS, Inc. GS&Co. is among the underwriters named as

defendants in a putative securities class action filed on

December 8, 2022 in the U.S. District Court for the Central

District of California relating to FIGS, Inc.’s (FIGS)

approximately $668 million May 2021 initial public offering

and approximately $413 million September 2021 secondary

equity offering. In addition to the underwriters, the

defendants include FIGS, certain of its officers and directors

and certain of its shareholders. GS&Co. underwrote

9,545,073 shares of common stock in the May 2021 initial

public offering representing an aggregate offering price of

approximately $210 million and 3,179,047 shares of common

stock in the September 2021 secondary equity offering

representing an aggregate offering price of approximately

$128 million. On April 10, 2023, the plaintiffs filed a

consolidated complaint, and on January 17, 2024, the court

granted the defendants’ motions to dismiss the consolidated

complaint with leave to amend. On March 19, 2024, the

plaintiffs filed a first amended complaint.

Silvergate Capital Corporation. GS&Co. is among the

underwriters and sales agents named as defendants in a

putative securities class action filed on January 19, 2023 in

the U.S. District Court for the Southern District of

California, as amended on May 11, 2023, relating to

Silvergate Capital Corporation’s (Silvergate) approximately

$288 million January 2021 public offering of common stock,

approximately $300 million “at-the-market” offering of

common stock conducted from March through May 2021,

approximately $200 million July 2021 public offering of

depositary shares representing interests in preferred stock,

and approximately $552 million December 2021 public

offering of common stock. In addition to the underwriters

and sales agents, the defendants include Silvergate and certain

of its officers and directors. GS&Co. underwrote 1,711,313

shares of common stock in the January 2021 public offering

of common stock representing an aggregate offering price of

approximately $108 million, acted as a sales agent with

respect to up to a $300 million aggregate offering price of

shares of common stock in the March through May 2021 “at-

the-market” offering, underwrote 1,600,000 depositary shares

in the July 2021 public offering representing an aggregate

offering price of approximately $40 million, and underwrote

1,375,397 shares of common stock in the December 2021

public offering of common stock representing an aggregate

offering price of approximately $199 million. On July 10,

2023, the defendants moved to dismiss the consolidated

amended complaint.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 93 Goldman Sachs March 2024 Form 10-Q

Centessa Pharmaceuticals plc. GS&Co. is among the

underwriters named as defendants in an amended complaint

for a putative securities class action filed on February 10,

2023 in the U.S. District Court for the Southern District of

New York relating to Centessa Pharmaceuticals plc’s

(Centessa) approximately $380 million May 2021 initial

public offering of ADS. In addition to the underwriters, the

defendants include Centessa and certain of its officers and

directors. GS&Co. underwrote 6,072,000 ADS representing

an aggregate offering price of approximately $121 million.

On June 7, 2023, the defendants moved to dismiss the

amended complaint.

iQIYI, Inc. GS Asia is among the underwriters named as

defendants in a putative securities class action filed on June 1,

2021 in the U.S. District Court for the Eastern District of

New York relating to iQIYI’s approximately $2.4 billion

March 2018 initial public offering of ADS. In addition to the

underwriters, the defendants include iQIYI, certain of its

officers and directors and its controlling shareholder. GS Asia

underwrote 69,751,212 ADS representing an aggregate

offering price of approximately $1.3 billion. On November

30, 2022, the defendants served a motion to dismiss the

amended complaint. On March 11, 2024, the plaintiffs filed a

second amended complaint.

F45 Training Holdings Inc. GS&Co. is among the

underwriters named as defendants in an amended complaint

for a putative securities class action filed on May 19, 2023 in

the U.S. District Court for the Western District of Texas

relating to F45 Training Holdings Inc.’s (F45) approximately

$350 million July 2021 initial public offering of common

stock. In addition to the underwriters, the defendants include

F45, certain of its officers and directors and certain of its

shareholders. GS&Co. acted as a qualified independent

underwriter for the offering and underwrote 8,303,744 shares

of common stock representing an aggregate offering price of

approximately $133 million. On August 7, 2023, the

defendants filed a motion to dismiss the amended complaint.

On January 25, 2024, the plaintiffs filed a second amended

complaint, and on March 11, 2024, the defendants moved to

dismiss the second amended complaint.

Olaplex Holdings, Inc. GS&Co. is among the underwriters

named as defendants in a putative securities class action filed

on April 28, 2023 in the U.S. District Court for the Central

District of California relating to Olaplex Holdings, Inc.’s

(Olaplex) approximately $1.8 billion September 2021 initial

public offering of common stock. In addition to the

underwriters, the defendants include Olaplex, certain of its

officers and directors and selling shareholders. GS&Co.

underwrote 19,419,420 shares of common stock representing

an aggregate offering price of approximately $408 million.

On June 22, 2023, the plaintiffs filed a revised consolidated

complaint. On July 19, 2023, the defendants moved to

dismiss the revised consolidated complaint.

agilon health, inc. GS&Co. is among the underwriters

named as defendants in putative securities class actions filed

on March 19, 2024 and April 2, 2024 in the U.S. District

Court for the Western District of Texas and the U.S. District

Court for the Southern District of New York, respectively,

relating to agilon health, inc.’s (agilon) approximately

$1.2 billion April 2021 initial public offering and

approximately $1.8 billion May 2023 secondary equity

offering. In addition to the underwriters, the defendants

include agilon, certain of its officers and directors and certain

of its shareholders. GS&Co. underwrote 10,631,949 shares of

common stock in the April 2021 initial public offering

representing an aggregate offering price of approximately

$245 million and 26,879,772 shares of common stock in the

May 2023 secondary equity offering, of which 2,731,638

shares were purchased by agilon, representing an aggregate

offering price of approximately $519 million sold to third

parties.

Investment Management Services

Group Inc. and certain of its affiliates are parties to various

civil litigation and arbitration proceedings and other disputes

with clients relating to losses allegedly sustained as a result of

the firm’s investment management services. These claims

generally seek, among other things, restitution or other

compensatory damages and, in some cases, punitive damages.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 94

Securities Lending Antitrust Litigation

Group Inc. and GS&Co. were among the defendants named

in a putative antitrust class action and three individual

actions relating to securities lending practices filed in the U.S.

District Court for the Southern District of New York

beginning in August 2017. The complaints generally assert

claims under federal and state antitrust law and state

common law in connection with an alleged conspiracy among

the defendants to preclude the development of electronic

platforms for securities lending transactions. The individual

complaints also assert claims for tortious interference with

business relations and under state trade practices law and, in

the second and third individual actions, unjust enrichment

under state common law. The complaints seek declaratory

and injunctive relief, as well as unspecified amounts of

compensatory, treble, punitive and other damages. Group

Inc. was voluntarily dismissed from the putative class action

on January 26, 2018. Defendants’ motion to dismiss the class

action complaint was denied on September 27, 2018.

Defendants’ motion to dismiss the first individual action was

granted on August 7, 2019. On September 30, 2021, the

defendants’ motion to dismiss the second and third individual

actions, which were consolidated in June 2019, was granted,

and on March 24, 2023, the U.S. Court of Appeals for the

Second Circuit affirmed the dismissal. On June 30, 2022, the

Magistrate Judge recommended that the plaintiffs’ motion

for class certification in the putative class action be granted in

part and denied in part. On August 15, 2022, the plaintiffs

and defendants filed objections to the Magistrate Judge’s

report and recommendation with the district court. On

September 1, 2023, the court preliminarily approved a

settlement among the plaintiffs and certain defendants,

including the firm, to resolve this action. The firm had

reserved the full amount of its proposed contribution to the

settlement.

Variable Rate Demand Obligations Antitrust Litigation

Group Inc. and GS&Co. were among the defendants named

in a putative class action relating to variable rate demand

obligations (VRDOs), filed beginning in February 2019 under

separate complaints and consolidated in the U.S. District

Court for the Southern District of New York. The

consolidated amended complaint, filed on May 31, 2019,

generally asserts claims under federal antitrust law and state

common law in connection with an alleged conspiracy among

the defendants to manipulate the market for VRDOs. The

complaint seeks declaratory and injunctive relief, as well as

unspecified amounts of compensatory, treble and other

damages. Group Inc. was voluntarily dismissed from the

putative class action on June 3, 2019. On November 2, 2020,

the court granted in part and denied in part the defendants’

motion to dismiss, dismissing the state common law claims

against GS&Co., but denying dismissal of the federal

antitrust law claims.

GS&Co. is also among the defendants named in a related

putative class action filed on June 2, 2021 in the U.S. District

Court for the Southern District of New York. The complaint

alleges the same conspiracy in the market for VRDOs as that

alleged in the consolidated amended complaint filed on May

31, 2019, and asserts federal antitrust law, state law and state

common law claims against the defendants. The complaint

seeks declaratory and injunctive relief, as well as unspecified

amounts of compensatory, treble and other damages. On

August 6, 2021, plaintiffs in the May 31, 2019 action filed an

amended complaint consolidating the June 2, 2021 action

with the May 31, 2019 action. On September 14, 2021,

defendants filed a joint partial motion to dismiss the August

6, 2021 amended consolidated complaint. On June 28, 2022,

the court granted in part and denied in part the defendants’

motion to dismiss, dismissing the state breach of fiduciary

duty claim against GS&Co., but declining to dismiss any

portion of the federal antitrust law claims. On September 21,

2023, the court granted the plaintiffs’ motion for class

certification. On February 5, 2024, the U.S. Court of Appeals

for the Second Circuit granted the defendants’ petition

seeking interlocutory review of the district court’s grant of

class certification. On February 15, 2024, the district court

granted the defendants’ request to stay the proceedings

pending their appeal of the district court’s grant of class

certification.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 95 Goldman Sachs March 2024 Form 10-Q

Interest Rate Swap Antitrust Litigation

Group Inc., GS&Co., GSI, GS Bank USA and Goldman Sachs

Financial Markets, L.P. are among the defendants named in a

putative antitrust class action relating to the trading of

interest rate swaps, filed in November 2015 and consolidated

in the U.S. District Court for the Southern District of New

York. The same Goldman Sachs entities are also among the

defendants named in two antitrust actions relating to the

trading of interest rate swaps, commenced in April 2016 and

June 2018, respectively, in the U.S. District Court for the

Southern District of New York by three operators of swap

execution facilities and certain of their affiliates. These

actions have been consolidated for pretrial proceedings. The

complaints generally assert claims under federal antitrust law

and state common law in connection with an alleged

conspiracy among the defendants to preclude exchange

trading of interest rate swaps. The complaints in the

individual actions also assert claims under state antitrust law.

The complaints seek declaratory and injunctive relief, as well

as treble damages in an unspecified amount. Defendants

moved to dismiss the class and the first individual action and

the district court dismissed the state common law claims

asserted by the plaintiffs in the first individual action and

otherwise limited the state common law claim in the putative

class action and the antitrust claims in both actions to the

period from 2013 to 2016. On November 20, 2018, the court

granted in part and denied in part the defendants’ motion to

dismiss the second individual action, dismissing the state

common law claims for unjust enrichment and tortious

interference, but denying dismissal of the federal and state

antitrust claims. On March 13, 2019, the court denied the

plaintiffs’ motion in the putative class action to amend their

complaint to add allegations related to conduct from 2008 to

2012, but granted the motion to add limited allegations from

2013 to 2016, which the plaintiffs added in a fourth

consolidated amended complaint filed on March 22, 2019.

On December 15, 2023, the court denied the plaintiffs’

motion for class certification, and on December 28, 2023, the

plaintiffs filed a petition with the U.S. Court of Appeals for

the Second Circuit seeking interlocutory review of the district

court’s denial of class certification. On February 29, 2024, the

parties reached a settlement in principle, subject to final

documentation and court approval, to resolve the class

action. The firm has reserved the full amount of its proposed

contribution to the settlement. The individual actions remain

pending.

Commodities-Related Litigation

GSI is among the defendants named in putative class actions

relating to trading in platinum and palladium, filed beginning

on November 25, 2014 and most recently amended on May

15, 2017, in the U.S. District Court for the Southern District

of New York. The amended complaint generally alleges that

the defendants violated federal antitrust laws and the

Commodity Exchange Act in connection with an alleged

conspiracy to manipulate a benchmark for physical platinum

and palladium prices and seek declaratory and injunctive

relief, as well as treble damages in an unspecified amount. On

March 29, 2020, the court granted the defendants’ motions to

dismiss and for reconsideration, resulting in the dismissal of

all claims, and on February 27, 2023, the U.S. Court of

Appeals for the Second Circuit reversed the district court’s

dismissal of certain plaintiffs’ antitrust claims and vacated

the district court’s dismissal of the plaintiffs’ Commodity

Exchange Act claim. On April 12, 2023, the defendants’

petition for rehearing or rehearing en banc with the U.S.

Court of Appeals for the Second Circuit was denied. On July

21, 2023, the defendants filed a motion for judgment on the

pleadings. On April 19, 2024, the parties reached a settlement

in principle, subject to final documentation and court

approval, to resolve the class action. The firm has reserved

the full amount of its proposed contribution to the

settlement.

Corporate Bonds Antitrust Litigation

Group Inc. and GS&Co. are among the dealers named as

defendants in a putative class action relating to the secondary

market for odd-lot corporate bonds, filed on April 21, 2020 in

the U.S. District Court for the Southern District of New

York. The amended consolidated complaint, filed on

October 29, 2020, asserts claims under federal antitrust law

in connection with alleged anti-competitive conduct by the

defendants in the secondary market for odd-lots of corporate

bonds, and seeks declaratory and injunctive relief, as well as

unspecified monetary damages, including treble and punitive

damages and restitution. On October 25, 2021, the court

granted defendants’ motion to dismiss with prejudice. On

November 23, 2021, plaintiffs appealed to the U.S. Court of

Appeals for the Second Circuit. On November 10, 2022, the

district court denied the plaintiffs’ motion for an indicative

ruling that the judgment should be vacated because the wife

of the district judge owned stock in one of the defendants and

the district judge did not recuse himself.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Goldman Sachs March 2024 Form 10-Q 96

Credit Default Swap Antitrust Litigation

Group Inc., GS&Co. and GSI were among the defendants

named in a putative antitrust class action relating to the

settlement of credit default swaps, filed on June 30, 2021 in

the U.S. District Court for the District of New Mexico. The

complaint generally asserts claims under federal antitrust law

and the Commodity Exchange Act in connection with an

alleged conspiracy among the defendants to manipulate the

benchmark price used to value credit default swaps for

settlement. The complaint also asserts a claim for unjust

enrichment under state common law. The complaint seeks

declaratory and injunctive relief, as well as unspecified

amounts of treble and other damages. On November 15,

2021, the defendants filed a motion to dismiss the complaint.

On February 4, 2022, the plaintiffs filed an amended

complaint and voluntarily dismissed Group Inc. from the

action. On June 5, 2023, the court dismissed the claims

against certain foreign defendants for lack of personal

jurisdiction but denied the defendants’ motion to dismiss

with respect to GS&Co., GSI and the remaining defendants.

On January 24, 2024, the court granted the defendants’

motion to stay the proceedings pending the resolution of the

motion filed by the defendants on November 3, 2023 in the

U.S. District Court for the Southern District of New York to

enforce a 2015 settlement and release among the parties. On

January 26, 2024, the U.S. District Court for the Southern

District of New York granted the defendants’ motion to

enforce the settlement and release and enjoined the plaintiffs

from pursuing any claims against the defendants in the New

Mexico action for any alleged violation of law based on

conduct before June 30, 2014, and on February 23, 2024, the

plaintiffs appealed to the U.S. Court of Appeals for the

Second Circuit.

Consumer Investigation and Review

The firm is cooperating with the CFPB and other

governmental bodies relating to investigations and/or

inquiries concerning GS Bank USA’s credit card account

management practices and is providing information

regarding the application of refunds, crediting of

nonconforming payments, billing error resolution,

advertisements, reporting to credit bureaus, and any other

consumer-related information requested by them.

Regulatory Investigations and Reviews and Related

Litigation

Group Inc. and certain of its affiliates are subject to a number

of other investigations and reviews by, and in some cases

have received subpoenas and requests for documents and

information from, various governmental and regulatory

bodies and self-regulatory organizations and litigation and

shareholder requests relating to various matters relating to

the firm’s businesses and operations, including:

  • The securities offering process and underwriting practices;
  • The firm’s investment management and financial advisory

    services;

    • Conflicts of interest;
    • Research practices, including research independence and

      interactions between research analysts and other firm

      personnel, including investment banking personnel, as well

      as third parties;

    • Transactions involving government-related financings and

      other matters, municipal securities, including wall-cross

      procedures and conflict of interest disclosure with respect

      to state and municipal clients, the trading and structuring

      of municipal derivative instruments in connection with

      municipal offerings, political contribution rules, municipal

      advisory services and the possible impact of credit default

      swap transactions on municipal issuers;

    • Consumer lending, as well as residential mortgage lending,

      servicing and securitization, and compliance with related

      consumer laws;

    • The offering, auction, sales, trading and clearance of

      corporate and government securities, currencies,

      commodities and other financial products and related sales

      and other communications and activities, as well as the

      firm’s supervision and controls relating to such activities,

      including compliance with applicable short sale rules,

      algorithmic, high-frequency and quantitative trading, the

      firm’s U.S. alternative trading system (dark pool), futures

      trading, options trading, when-issued trading, transaction

      and regulatory reporting, technology systems and controls,

      communications recordkeeping and recording, securities

      lending practices, prime brokerage activities, trading and

      clearance of credit derivative instruments and interest rate

      swaps, commodities activities and metals storage, private

      placement practices, allocations of and trading in

      securities, and trading activities and communications in

      connection with the establishment of benchmark rates,

      such as currency rates;

    • Compliance with the FCPA;
    • The firm’s hiring and compensation practices;
    • The firm’s system of risk management and controls; and
    • Insider trading, the potential misuse and dissemination of

      material nonpublic information regarding corporate and

      governmental developments and the effectiveness of the

      firm’s insider trading controls and information barriers.

The firm is cooperating with all such governmental and

regulatory investigations and reviews.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

  • 97 Goldman Sachs March 2024 Form 10-Q

To the Board of Directors and Shareholders of The Goldman

Sachs Group, Inc.

Results of Review of Interim Financial Statements

We have reviewed the accompanying consolidated balance

sheet of The Goldman Sachs Group, Inc. and its subsidiaries

(the Company) as of March 31, 2024, and the related

consolidated statements of earnings, comprehensive income,

changes in shareholders’ equity, and cash flows for the three

month periods ended March 31, 2024 and 2023, including the

related notes (collectively referred to as the “interim financial

statements”). Based on our reviews, we are not aware of any

material modifications that should be made to the

accompanying interim financial statements for them to be in

conformity with accounting principles generally accepted in

the United States of America.

We have previously audited, in accordance with the

standards of the Public Company Accounting Oversight

Board (United States) (PCAOB), the consolidated balance

sheet of the Company as of December 31, 2023, and the

related consolidated statements of earnings, comprehensive

income, changes in shareholders’ equity and cash flows for

the year then ended (not presented herein), and in our report

dated February 22, 2024, we expressed an unqualified

opinion on those consolidated financial statements. In our

opinion, the information set forth in the accompanying

consolidated balance sheet as of December 31, 2023, is fairly

stated, in all material respects, in relation to the consolidated

balance sheet from which it has been derived.

Basis for Review Results

These interim financial statements are the responsibility of

the Company’s management. We are a public accounting

firm registered with the PCAOB and are required to be

independent with respect to the Company in accordance with

the U.S. federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and

the PCAOB. We conducted our review in accordance with

the standards of the PCAOB. A review of interim financial

information consists principally of applying analytical

procedures and making inquiries of persons responsible for

financial and accounting matters. It is substantially less in

scope than an audit conducted in accordance with the

standards of the PCAOB, the objective of which is the

expression of an opinion regarding the financial statements

taken as a whole. Accordingly, we do not express such an

opinion.

/s/ PricewaterhouseCoopers LLP

New York, New York

May 2, 2024

Report of Independent Registered Public

Accounting Firm

Goldman Sachs March 2024 Form 10-Q 98

Distribution of Assets, Liabilities and Shareholders’

Equity

The tables below present information about average

balances, interest and average interest rates.

 

Average Balance for

the Three Months

Ended March

$ in millions

2024

2023

Assets

  

U.S.

$ 122,411

$ 138,678

Non-U.S.

124,040

125,846

Deposits with banks

246,451

264,524

U.S.

249,514

197,735

Non-U.S.

134,339

164,904

Collateralized agreements

383,853

362,639

U.S.

259,181

183,436

Non-U.S.

177,245

124,071

Trading assets

436,426

307,507

U.S.

133,946

115,308

Non-U.S.

14,120

15,215

Investments

148,066

130,523

U.S.

163,413

155,555

Non-U.S.

16,801

20,138

Loans

180,214

175,693

U.S.

81,619

85,962

Non-U.S.

57,240

60,066

Other interest-earning assets

138,859

146,028

Interest-earning assets

1,533,869

1,386,914

Cash and due from banks

6,378

6,582

Other non-interest-earning assets

102,646

116,570

Assets

$ 1,642,893

$ 1,510,066

Liabilities

  

U.S.

$ 334,016

$ 301,304

Non-U.S.

95,178

74,805

Interest-bearing deposits

429,194

376,109

U.S.

193,773

128,316

Non-U.S.

115,325

79,103

Collateralized financings

309,098

207,419

U.S.

57,847

66,002

Non-U.S.

74,287

72,211

Trading liabilities

132,134

138,213

U.S.

49,353

40,513

Non-U.S.

34,382

25,721

Short-term borrowings

83,735

66,234

U.S.

189,922

210,799

Non-U.S.

51,418

44,513

Long-term borrowings

241,340

255,312

U.S.

141,939

156,098

Non-U.S.

Other interest-bearing liabilities

87,668 229,607

95,910

Interest-bearing liabilities

1,425,108

252,008

Non-interest-bearing deposits

 

1,295,295

Other non-interest-bearing liabilities

4,859

4,742

Liabilities

95,533

93,210

Shareholders’ equity

1,525,500

1,393,247

   

Preferred stock

11,203

10,703

Common stock

106,190

106,116

Shareholders’ equity

117,393

116,819

Liabilities and shareholders’ equity

$ 1,642,893

$ 1,510,066

Percentage attributable to non-U.S.

  

Interest-earning assets

34.15%

36.79%

Interest-bearing liabilities

32.16%

30.28%

operations

 

Interest for

the Three Months

Ended March

$ in millions

2024

2023

Assets

  

U.S.

$ 1,748

$ 1,767

Non-U.S.

1,039

703

Deposits with banks

2,787

2,470

U.S.

3,412

2,352

Non-U.S.

1,377

1,037

Collateralized agreements

4,789

3,389

U.S.

2,058

1,208

Non-U.S.

855

616

Trading assets

2,913

1,824

U.S.

1,013

629

Non-U.S.

180

188

Investments

1,193

817

U.S.

3,584

3,104

Non-U.S.

357

354

Loans

3,941

3,458

U.S.

2,313

1,761

Non-U.S.

1,619

1,219

Other interest-earning assets

3,932

2,980

Interest-earning assets

$ 19,555

$ 14,938

Liabilities

  

U.S.

$ 4,020

$ 2,966

Non-U.S.

1,127

529

Interest-bearing deposits

5,147

3,495

U.S.

2,881

1,681

Non-U.S.

1,325

679

Collateralized financings

4,206

2,360

U.S.

322

260

Non-U.S.

366

338

Trading liabilities

688

598

U.S.

390

187

Non-U.S.

66

29

Short-term borrowings

456

216

U.S.

2,709

2,584

Long-term borrowings

2,777

2,650

U.S.

3,102

2,411

Non-U.S.

1,571

1,427

Other interest-bearing liabilities

4,673

3,838

Interest-bearing liabilities

$ 17,947

$ 13,157

Net interest income

  

U.S.

$ 704

$ 732

Non-U.S.

904

1,049

Net interest income

$ 1,608

$ 1,781

Non-U.S. 68 66

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Statistical Disclosures

  • 99 Goldman Sachs March 2024 Form 10-Q
     

    Annualized

    Average Rate for

    the Three Months

    Ended March

     

    2024

    2023

    Assets

      

    U.S.

    5.77%

    5.10%

    Non-U.S.

    3.39%

    2.23%

    Deposits with banks

    4.57%

    3.74%

    U.S.

    5.53%

    4.76%

    Non-U.S.

    4.15%

    2.52%

    Collateralized agreements

    5.05%

    3.74%

    U.S.

    3.21%

    2.63%

    Non-U.S.

    1.95%

    1.99%

    Trading assets

    2.70%

    2.37%

    U.S.

    3.06%

    2.18%

    Non-U.S.

    5.16%

    4.94%

    Investments

    3.26%

    2.50%

    U.S.

    8.87%

    7.98%

    Non-U.S.

    8.59%

    7.03%

    Loans

    8.84%

    7.87%

    U.S.

    11.46%

    8.19%

    Non-U.S.

    11.44%

    8.12%

    Other interest-earning assets

    11.45%

    8.16%

    Interest-earning assets

    5.16%

    4.31%

    Liabilities

      

    U.S.

    4.87%

    3.94%

    Non-U.S.

    4.79%

    2.83%

    Interest-bearing deposits

    4.85%

    3.72%

    U.S.

    6.01%

    5.24%

    Non-U.S.

    4.65%

    3.43%

    Collateralized financings

    5.50%

    4.55%

    U.S.

    2.25%

    1.58%

    Non-U.S.

    1.99%

    1.87%

    Trading liabilities

    2.11%

    1.73%

    U.S.

    3.20%

    1.85%

    Non-U.S.

    0.78%

    0.45%

    Short-term borrowings

    2.20%

    1.30%

    U.S.

    5.77%

    4.90%

    Non-U.S.

    0.53%

    0.59%

    Long-term borrowings

    4.65% 8.84%

    4.15%

    U.S.

    Non-U.S.

    7.25%

    6.18% 5.95%

    Other interest-bearing liabilities

    8.23%

    6.09%

    Interest-bearing liabilities

    5.09%

    4.06%

    Interest rate spread

    0.07%

    0.25%

       

    U.S.

    0.28%

    0.33%

    Non-U.S.

    0.70%

    0.82%

Net yield on interest-earning assets 0.42% 0.51%

In the tables above:

  • Assets, liabilities and interest are classified as U.S. and non-

    U.S. based on the location of the legal entity in which the

    assets and liabilities are held.

  • Derivative instruments and commodities are included in

    other non-interest-earning assets and other non-interest-

    bearing liabilities.

  • Average collateralized agreements included $183.53 billion

    of resale agreements and $200.32 billion of securities

    borrowed for the three months ended March 2024, and

    $167.64 billion of resale agreements and $195.00 billion of

    securities borrowed for the three months ended March

    2023.

  • Other interest-earning assets primarily consists of certain

    receivables from customers and counterparties.

  • Collateralized financings included $245.73 billion of

    repurchase agreements and $63.37 billion of securities

    loaned for the three months ended March 2024, and

    $168.02 billion of repurchase agreements and $39.40 billion

    of securities loaned for the three months ended March

    2023.

  • Substantially all other interest-bearing liabilities consists of

    certain payables to customers and counterparties.

  • Interest rates for borrowings include the effects of interest

    rate swaps accounted for as hedges.

  • Loans exclude loans held for sale that are accounted for at

    the lower of cost or fair value. Such loans are included

    within other interest-earning assets.

  • Short- and long-term borrowings include both secured and

    unsecured borrowings.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Statistical Disclosures

Goldman Sachs March 2024 Form 10-Q 100

Item 2. Management’s Discussion and

Analysis of Financial Condition and

Results of Operations

Introduction

The Goldman Sachs Group, Inc. (Group Inc. or parent

company), a Delaware corporation, together with its

consolidated subsidiaries, is a leading global financial

institution that delivers a broad range of financial services to

a large and diversified client base that includes corporations,

financial institutions, governments and individuals. Founded

in 1869, we are headquartered in New York and maintain

offices in all major financial centers around the world. We

manage and report our activities in three business segments:

Global Banking & Markets, Asset & Wealth Management

and Platform Solutions. See “Results of Operations” for

further information about our business segments.

When we use the terms “we,” “us” and “our,” we mean

Group Inc. and its consolidated subsidiaries. When we use

the term “our subsidiaries,” we mean the consolidated

subsidiaries of Group Inc.

Group Inc. is a bank holding company and a financial

holding company regulated by the Board of Governors of the

Federal Reserve System (FRB).

This Management’s Discussion and Analysis of Financial

Condition and Results of Operations should be read in

conjunction with our Annual Report on Form 10-K for the

year ended December 31, 2023. References to “the 2023 Form

  • 10-K” are to our Annual Report on Form 10-K for the year

ended December 31, 2023. References to “this Form 10-Q”

are to our Quarterly Report on Form 10-Q for the quarterly

period ended March 31, 2024. All references to “the

consolidated financial statements” or “Statistical

Disclosures” are to Part I, Item 1 of this Form 10-Q. The

consolidated financial statements are unaudited. All

references to March 2024 and March 2023 refer to our

periods ended, or the dates, as the context requires,

March 31, 2024 and March 31, 2023, respectively. All

references to December 2023 refer to the date December 31,

2023. Any reference to a future year refers to a year ending on

December 31 of that year. Certain reclassifications have been

made to previously reported amounts to conform to the

current presentation.

Executive Overview

We generated net earnings of $4.13 billion for the first

quarter of 2024, compared with $3.23 billion for the first

quarter of 2023. Diluted earnings per common share (EPS)

was $11.58 for the first quarter of 2024, compared with $8.79

for the first quarter of 2023. Annualized return on average

common shareholders’ equity (ROE) was 14.8% for the first

quarter of 2024, compared with 11.6% for the first quarter of

2023. Book value per common share was $321.10 as of March

2024, 2.4% higher compared with December 2023.

Net revenues were $14.21 billion for the first quarter of 2024,

16% higher than the first quarter of 2023, reflecting higher

net revenues across all segments. The increase in net revenues

in Global Banking & Markets reflected significantly higher

net revenues in Investment banking fees and higher net

revenues in Fixed Income, Currency and Commodities

(FICC) and Equities. The increase in net revenues in Asset &

Wealth Management primarily reflected significantly higher

net revenues in both Private banking and lending (the first

quarter of 2023 included net revenues of approximately

$(470) million related to a partial sale of the Marcus by

Goldman Sachs (Marcus) loans portfolio and the transfer of

the remainder of the portfolio to held for sale) and Equity

investments, and higher Management and other fees. The

increase in net revenues in Platform Solutions reflected

significantly higher net revenues in Consumer platforms.

Provision for credit losses was $318 million for the first

quarter of 2024, compared with a net benefit of $171 million

for the first quarter of 2023. Provisions for the first quarter of

2024 reflected net provisions related to both the credit card

portfolio (driven by net charge-offs) and wholesale loans

(driven by impairments). The net benefit for the first quarter

of 2023 reflected a reserve reduction of approximately $440

million related to a partial sale of the Marcus loans portfolio

and the transfer of the remainder of the portfolio to held for

sale, partially offset by net provisions related to the credit

card and point-of-sale loan portfolios (driven by net charge-

offs and growth) and a provision related to a term deposit

with First Republic Bank (First Republic).

Operating expenses were $8.66 billion for the first quarter of

2024, 3% higher than the first quarter of 2023, primarily

reflecting higher compensation and benefits expenses

(reflecting improved operating performance), higher

transaction based expenses and an incremental expense for

the FDIC special assessment fee, partially offset by

significantly lower impairments related to commercial real

estate included in consolidated investment entities (CIEs).

Our efficiency ratio (total operating expenses divided by total

net revenues) was 60.9% for the first quarter of 2024,

compared with 68.7% for the first quarter of 2023.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

101 Goldman Sachs March 2024 Form 10-Q

During the first quarter of 2024, we returned a total of $2.43

billion of capital to common shareholders, including $1.50

billion of common share repurchases and $929 million of

common stock dividends. As of March 2024, our Common

Equity Tier 1 (CET1) capital ratio was 14.6% under the

Standardized Capital Rules and 15.9% under the Advanced

Capital Rules. See Note 20 to the consolidated financial

statements for further information about our capital ratios.

Business Environment

During the first quarter of 2024, the global economy grew,

but economic activity continued to be impacted by concerns

about inflation and ongoing geopolitical stresses, including

tensions with China and the conflicts in Ukraine and the

Middle East. Additionally, markets were focused on the

potential timing and amount of policy interest rate cuts by

central banks globally, as well as persistent concerns about

commercial real estate. However, the U.S. economy has

proven to be resilient, supported by a number of factors,

including government spending, as well as labor force growth

driven by above-trend levels of immigration.

There remains uncertainty and concerns about geopolitical

risks, central bank policy, inflation, the commercial real

estate sector and potential increases in regulatory capital

requirements. See “Results of Operations — Segment Assets

and Operating Results — Segment Operating Results” for

further information about the operating environment for

each of our business segments.

Critical Accounting Policies

Fair Value

Fair Value Hierarchy. Trading assets and liabilities, certain

investments and loans, and certain other financial assets and

liabilities, are included in our consolidated balance sheets at

fair value (i.e., marked-to-market), with related gains or

losses generally recognized in our consolidated statements of

earnings. The use of fair value to measure financial

instruments is fundamental to our risk management practices

and is our most critical accounting policy.

The fair value of a financial instrument is the amount that

would be received to sell an asset or paid to transfer a

liability in an orderly transaction between market

participants at the measurement date. We measure certain

financial assets and liabilities as a portfolio (i.e., based on its

net exposure to market and/or credit risks). In determining

fair value, the hierarchy under U.S. generally accepted

accounting principles (U.S. GAAP) gives (i) the highest

priority to unadjusted quoted prices in active markets for

identical, unrestricted assets or liabilities (level 1 inputs), (ii)

the next priority to inputs other than level 1 inputs that are

observable, either directly or indirectly (level 2 inputs), and

  • (iii) the lowest priority to inputs that cannot be observed in

market activity (level 3 inputs). In evaluating the significance

of a valuation input, we consider, among other factors, a

portfolio’s net risk exposure to that input. Assets and

liabilities are classified in their entirety based on the lowest

level of input that is significant to their fair value

measurement.

The fair values for substantially all of our financial assets and

liabilities are based on observable prices and inputs and are

classified in levels 1 and 2 of the fair value hierarchy. Certain

level 2 and level 3 financial assets and liabilities may require

appropriate valuation adjustments that a market participant

would require to arrive at fair value for factors, such as

counterparty and our credit quality, funding risk, transfer

restrictions, liquidity and bid/offer spreads.

Instruments classified in level 3 of the fair value hierarchy are

those which require one or more significant inputs that are

not observable. Level 3 financial assets represented 1.4% as

of March 2024 and 1.5% as of December 2023 of our total

assets. See Notes 4 and 5 to the consolidated financial

statements for further information about level 3 financial

assets, including changes in level 3 financial assets and related

fair value measurements. Absent evidence to the contrary,

instruments classified in level 3 of the fair value hierarchy are

initially valued at transaction price, which is considered to be

the best initial estimate of fair value. Subsequent to the

transaction date, we use other methodologies to determine

fair value, which vary based on the type of instrument.

Estimating the fair value of level 3 financial instruments

requires judgments to be made. These judgments include:

  • Determining the appropriate valuation methodology and/

    or model for each type of level 3 financial instrument;

  • Determining model inputs based on an evaluation of all

    relevant empirical market data, including prices evidenced

    by market transactions, interest rates, credit spreads,

    volatilities and correlations; and

  • Determining appropriate valuation adjustments, including

    those related to illiquidity or counterparty credit quality.

Regardless of the methodology, valuation inputs and

assumptions are only changed when corroborated by

substantive evidence.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

Goldman Sachs March 2024 Form 10-Q 102

Controls Over Valuation of Financial Instruments.

Market makers and investment professionals in our revenue-

producing units are responsible for pricing our financial

instruments. Our control infrastructure is independent of the

revenue-producing units and is fundamental to ensuring that

all of our financial instruments are appropriately valued at

market-clearing levels. In the event that there is a difference

of opinion in situations where estimating the fair value of

financial instruments requires judgment (e.g., calibration to

market comparables or trade comparison, as described

below), the final valuation decision is made by senior

managers in independent risk oversight and control

functions. This independent price verification is critical to

ensuring that our financial instruments are properly valued.

Price Verification. All financial instruments at fair value

classified in levels 1, 2 and 3 of the fair value hierarchy are

subject to our independent price verification process. The

objective of price verification is to have an informed and

independent opinion with regard to the valuation of financial

instruments under review. Instruments that have one or more

significant inputs which cannot be corroborated by external

market data are classified in level 3 of the fair value

hierarchy. Price verification strategies utilized by our

independent risk oversight and control functions include:

  • Trade Comparison. Analysis of trade data (both internal

    and external, where available) is used to determine the

    most relevant pricing inputs and valuations.

  • External Price Comparison. Valuations and prices are

    compared to pricing data obtained from third parties (e.g.,

    brokers or dealers, S&P Global Services, Bloomberg, ICE

    Data Services, Pricing Direct, TRACE). Data obtained

    from various sources is compared to ensure consistency

    and validity. When broker or dealer quotations or third-

    party pricing vendors are used for valuation or price

    verification, greater priority is generally given to executable

    quotations.

  • Calibration to Market Comparables. Market-based

    transactions are used to corroborate the valuation of

    positions with similar characteristics, risks and

    components.

  • Relative Value Analyses. Market-based transactions are

    analyzed to determine the similarity, measured in terms of

    risk, liquidity and return, of one instrument relative to

    another or, for a given instrument, of one maturity relative

    to another.

  • Collateral Analyses. Margin calls on derivatives are

    analyzed to determine implied values, which are used to

    corroborate our valuations.

  • Execution of Trades. Where appropriate, market-making

    desks are instructed to execute trades in order to provide

    evidence of market-clearing levels.

  • Backtesting. Valuations are corroborated by comparison

    to values realized upon sales.

See Note 4 to the consolidated financial statements for

further information about fair value measurements.

Review of Net Revenues. Independent risk oversight and

control functions ensure adherence to our pricing policy

through a combination of daily procedures, including the

explanation and attribution of net revenues based on the

underlying factors. Through this process, we independently

validate net revenues, identify and resolve potential fair value

or trade booking issues on a timely basis and seek to ensure

that risks are being properly categorized and quantified.

Review of Valuation Models. Our independent model risk

management group (Model Risk), consisting of quantitative

professionals who are separate from model developers,

performs an independent model review and validation

process of our valuation models. New or changed models are

reviewed and approved prior to implementation. Models are

reviewed annually to assess the impact of any changes in the

product or market and any market developments in pricing

theories. See “Risk Management — Model Risk

Management” for further information about the review and

validation of our valuation models.

Allowance for Credit Losses

We estimate and record an allowance for credit losses related

to our loans held for investment that are accounted for at

amortized cost. To determine the allowance for credit losses,

we classify our loans accounted for at amortized cost into

wholesale and consumer portfolios. These portfolios

represent the level at which we have developed and

documented our methodology to determine the allowance for

credit losses. The allowance for credit losses is measured on a

collective basis for loans that exhibit similar risk

characteristics using a modeled approach and on an asset-

specific basis for loans that do not share similar risk

characteristics.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

103 Goldman Sachs March 2024 Form 10-Q

The allowance for credit losses takes into account the

weighted average of a range of forecasts of future economic

conditions over the expected life of the loans and lending

commitments. The expected life of each loan or lending

commitment is determined based on the contractual term

adjusted for extension options or demand features, or is

modeled in the case of revolving credit card loans. The

forecasts include baseline, favorable and adverse economic

scenarios over a three-year period. For loans with expected

lives beyond three years, the model reverts to historical loss

information based on a non-linear modeled approach. We

apply judgment in weighting individual scenarios each

quarter based on a variety of factors, including our internally

derived economic outlook, market consensus, recent

macroeconomic conditions and industry trends. The

forecasted economic scenarios consider a number of risk

factors relevant to the wholesale and consumer portfolios.

Risk factors for wholesale loans include internal credit

ratings, industry default and loss data, expected life,

macroeconomic indicators (e.g., unemployment rates and

GDP), the borrower’s capacity to meet its financial

obligations, the borrower’s country of risk and industry, loan

seniority and collateral type. In addition, for loans backed by

real estate, risk factors include the loan-to-value ratio, debt

service ratio and home price index. The allowance for loan

losses for wholesale loans that do not share similar risk

characteristics, such as nonaccrual loans, is calculated using

the present value of expected future cash flows discounted at

the loan’s effective rate, the observable market price of the

loan, or, in the case of collateral dependent loans, the fair

value of the collateral less estimated costs to sell, if

applicable. Risk factors for installment and credit card loans

include Fair Isaac Corporation (FICO) credit scores,

delinquency status, loan vintage and macroeconomic

indicators.

The allowance for credit losses also includes qualitative

components which allow management to reflect the uncertain

nature of economic forecasting, capture uncertainty

regarding model inputs, and account for model imprecision

and concentration risk.

Our estimate of credit losses entails judgment about

collectability at the reporting dates, and there are

uncertainties inherent in those judgments. The allowance for

credit losses is subject to a governance process that involves

review and approval by senior management within our

independent risk oversight and control functions. Personnel

within our independent risk oversight and control functions

are responsible for forecasting the economic variables that

underlie the economic scenarios that are used in the modeling

of expected credit losses. While we use the best information

available to determine this estimate, future adjustments to the

allowance may be necessary based on, among other things,

changes in the economic environment or variances between

actual results and the original assumptions used. Loans are

charged off against the allowance for loan losses when

deemed to be uncollectible.

We also record an allowance for credit losses on lending

commitments which are held for investment that are

accounted for at amortized cost. Such allowance is

determined using the same methodology as the allowance for

loan losses, while also taking into consideration the

probability of drawdowns or funding, and whether such

commitments are cancellable by us.

To estimate the potential impact of an adverse

macroeconomic environment on our allowance for credit

losses, we, among other things, compared the expected credit

losses under the weighted average forecast used in the

calculation of allowance for credit losses as of March 2024

(which was weighted towards the baseline and adverse

economic scenarios) to the expected credit losses under a

100% weighted adverse economic scenario. The adverse

economic scenario of the forecast model reflects a global

recession in the second quarter of 2024 through the second

quarter of 2025, resulting in an economic contraction and

rising unemployment rates. A 100% weighting to the adverse

economic scenario would have resulted in an approximate

$0.7 billion increase in our allowance for credit losses as of

March 2024. This hypothetical increase does not take into

consideration any potential adjustments to qualitative

reserves. The forecasts of macroeconomic conditions are

inherently uncertain and do not take into account any other

offsetting or correlated effects. The actual credit loss in an

adverse macroeconomic environment may differ significantly

from this estimate. See Note 9 to the consolidated financial

statements for further information about the allowance for

credit losses.

Use of Estimates

U.S. GAAP requires us to make certain estimates and

assumptions. In addition to the estimates we make in

connection with fair value measurements and the allowance

for credit losses on loans and lending commitments held for

investment and accounted for at amortized cost, the use of

estimates and assumptions is also important in determining

discretionary compensation accruals, the accounting for

goodwill and identifiable intangible assets, provisions for

losses that may arise from litigation and regulatory

proceedings (including governmental investigations), and

accounting for income taxes.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

Goldman Sachs March 2024 Form 10-Q 104

A substantial portion of our compensation and benefits

represents discretionary compensation, which is finalized at

year-end. We believe the most appropriate way to allocate

estimated year-end discretionary compensation among

interim periods is in proportion to the net revenues net of

provision for credit losses earned in such periods. In addition

to the level of net revenues net of provision for credit losses,

our overall compensation expense in any given year is also

influenced by, among other factors, overall financial

performance, prevailing labor markets, business mix, the

structure of our share-based compensation programs and the

external environment.

Goodwill is assessed for impairment annually in the fourth

quarter or more frequently if events occur or circumstances

change that indicate an impairment may exist. When

assessing goodwill for impairment, first, a qualitative

assessment can be made to determine whether it is more

likely than not that the estimated fair value of a reporting

unit is less than its carrying value. If the results of the

qualitative assessment are not conclusive, a quantitative

goodwill test is performed. Alternatively, a quantitative

goodwill test can be performed without performing a

qualitative assessment. Estimating the fair value of our

reporting units requires judgment. Critical inputs to the fair

value estimates include projected earnings, allocated equity,

price-to-earnings multiples and price-to-book multiples.

There is inherent uncertainty in the projected earnings. The

carrying value of each reporting unit reflects an allocation of

total shareholders’ equity and represents the estimated

amount of total shareholders’ equity required to support the

activities of the reporting unit under currently applicable

regulatory capital requirements. See Note 12 to the

consolidated financial statements for further information

about our annual assessment of goodwill for impairment. If

we experience a prolonged or severe period of weakness in

the business environment, financial markets, the performance

of one or more of our reporting units or our common stock

price, or additional increases in capital requirements, our

goodwill could be impaired in the future.

Identifiable intangible assets are tested for impairment when

events or changes in circumstances suggest that an asset’s or

asset group’s carrying value may not be fully recoverable.

Judgment is required to evaluate whether indications of

potential impairment have occurred, and to test identifiable

intangible assets for impairment, if required. An impairment

is recognized if the estimated undiscounted cash flows

relating to the asset or asset group is less than the

corresponding carrying value. See Note 12 to the

consolidated financial statements for further information

about identifiable intangible assets.

We also estimate and provide for potential losses that may

arise out of litigation and regulatory proceedings to the

extent that such losses are probable and can be reasonably

estimated. In addition, we estimate the upper end of the

range of reasonably possible aggregate loss in excess of the

related reserves for litigation and regulatory proceedings

where we believe the risk of loss is more than slight. See

Notes 18 and 27 to the consolidated financial statements for

information about certain judicial, litigation and regulatory

proceedings. Significant judgment is required in making these

estimates and our final liabilities may ultimately be

materially different. Our total estimated liability in respect of

litigation and regulatory proceedings is determined on a case-

by-case basis and represents an estimate of probable losses

after considering, among other factors, the progress of each

case, proceeding or investigation, our experience and the

experience of others in similar cases, proceedings or

investigations, and the opinions and views of legal counsel.

In accounting for income taxes, we recognize tax positions in

the financial statements only when it is more likely than not

that the position will be sustained on examination by the

relevant taxing authority based on the technical merits of the

position. We use estimates to recognize current and deferred

income taxes in the U.S. federal, state and local and non-U.S.

jurisdictions in which we operate. The income tax laws in

these jurisdictions are complex and can be subject to different

interpretations between taxpayers and taxing authorities.

Disputes may arise over these interpretations and can be

settled by audit, administrative appeals or judicial

proceedings. Our interpretations are reevaluated quarterly

based on guidance currently available, tax examination

experience and the opinions of legal counsel, among other

factors. We recognize deferred taxes based on the amount

that will more likely than not be realized in the future based

on enacted income tax laws. Our estimate for deferred taxes

includes estimates for future taxable earnings, including the

level and character of those earnings, and various tax

planning strategies. See Note 24 to the consolidated financial

statements in Part II, Item 8 of the 2023 Form 10-K for

further information about income taxes.

Recent Accounting Developments

See Note 3 to the consolidated financial statements for

information about Recent Accounting Developments.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

105 Goldman Sachs March 2024 Form 10-Q

Results of Operations

The composition of our net revenues has varied over time as

financial markets and the scope of our operations have

changed. The composition of net revenues can also vary over

the shorter term due to fluctuations in U.S. and global

economic and market conditions. See “Risk Factors” in Part

I, Item 1A of the 2023 Form 10-K for further information

about the impact of economic and market conditions on our

results of operations.

Financial Overview

The table below presents an overview of our financial results

and selected financial ratios.

Three Months

 

Ended March

$ in millions, except per share amounts

2024

2023

Net revenues

$ 14,213

$ 12,224

Pre-tax earnings

$ 5,237

$ 3,993

Net earnings

$ 4,132

$ 3,234

Net earnings to common

$ 3,931

$ 3,087

Diluted EPS

$ 11.58

$ 8.79

ROE

14.8%

11.6%

ROTE

15.9%

12.6%

Net earnings to average assets

1.0%

0.9%

Return on shareholders’ equity

14.1%

11.1%

Average equity to average assets

7.1%

7.7%

Dividend payout ratio

23.7%

28.4%

Our target (through-the-cycle) is to achieve ROE within a

range of 14% to 16% and return on average tangible

common shareholders’ equity (ROTE) within a range of 15%

to 17%.

In the table above:

  • Net earnings to common represents net earnings applicable

    to common shareholders, which is calculated as net

    earnings less preferred stock dividends.

  • ROE, ROTE, net earnings to average total assets and

    return on average shareholders’ equity are annualized

    amounts.

  • ROE is calculated by dividing annualized net earnings to

    common by average monthly common shareholders’

    equity.

  • ROTE is calculated by dividing annualized net earnings to

    common by average monthly tangible common

    shareholders’ equity. Tangible common shareholders’

    equity is calculated as total shareholders’ equity less

    preferred stock, goodwill and identifiable intangible assets.

    We believe that tangible common shareholders’ equity is

    meaningful because it is a measure that we and investors

    use to assess capital adequacy and that ROTE is

    meaningful because it measures the performance of

    businesses consistently, whether they were acquired or

    developed internally. Tangible common shareholders’

    equity and ROTE are non-GAAP measures and may not be

    comparable to similar non-GAAP measures used by other

    companies.

The table below presents our average equity and the

reconciliation of average common shareholders’ equity to

average tangible common shareholders’ equity.

 

Average for the

Three Months

Ended March

$ in millions

2024

2023

Total shareholders’ equity

$ 117,393

$ 116,819

Preferred stock

(11,203)

(10,703)

Common shareholders’ equity

106,190

106,116

Goodwill

(5,903)

(6,392)

Identifiable intangible assets

(1,124)

(1,985)

Tangible common shareholders’ equity

$ 99,163

$ 97,739

  • Net earnings to average assets is calculated by dividing

    annualized net earnings by average total assets.

  • Return on shareholders’ equity is calculated by dividing

    annualized net earnings by average monthly shareholders’

    equity.

  • Average equity to average assets is calculated by dividing

    average total shareholders’ equity by average total assets.

  • Dividend payout ratio is calculated by dividing dividends

    declared per common share by diluted EPS.

Net Revenues

The table below presents our net revenues by line item.

Three Months

 

Ended March

$ in millions

2024

2023

Investment banking

$ 2,085

$ 1,578

Investment management

2,491

2,289

Commissions and fees

1,077

1,088

Market making

5,992

5,433

Other principal transactions

960

55

Total non-interest revenues

12,605

10,443

Interest income

19,555

14,938

Interest expense

17,947

13,157

Net interest income

1,608

1,781

Total net revenues

$ 14,213

$ 12,224

In the table above:

  • Investment banking consists of revenues (excluding net

    interest) from financial advisory and underwriting

    assignments. These activities are included in Global

    Banking & Markets.

  • Investment management consists of revenues (excluding net

    interest) from providing asset management and wealth

    advisory services across all major asset classes to a diverse

    set of clients. These activities are included in Asset &

    Wealth Management.

  • Commissions and fees consists of revenues from executing

    and clearing client transactions on major stock, options

    and futures exchanges worldwide, as well as over-the-

    counter (OTC) transactions. Substantially all of these

    activities are included in Global Banking & Markets.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

Goldman Sachs March 2024 Form 10-Q 106

  • Market making consists of revenues (excluding net interest)

    from client execution activities related to making markets

    in interest rate products, credit products, mortgages,

    currencies, commodities and equity products. These

    activities are included in Global Banking & Markets.

  • Other principal transactions consists of revenues

    (excluding net interest) from our equity investing activities,

    including revenues related to our consolidated investments

    (included in Asset & Wealth Management), and debt

    investing and lending activities (included across our three

    segments).

Operating Environment. During the first quarter of 2024,

the operating environment was generally characterized by

continued broad macroeconomic concerns, including

concerns and uncertainty about inflation, ongoing

geopolitical tensions and central bank policy. Industry-wide

investment banking activity levels experienced a decline in

completed mergers and acquisitions transactions compared

with the fourth quarter of 2023, while underwriting volumes

increased, particularly for debt offerings. Market-making

activity levels were relatively steady compared with the prior

quarter. Improvements in the outlook for economic

conditions contributed to generally higher global equity

prices compared with the end of 2023, and concerns about

the commercial real estate market persisted. In the U.S., the

rate of unemployment remained low and the pace of growth

in consumer spending declined compared with the fourth

quarter of 2023.

If uncertainty and concerns about geopolitical tensions and

the economic outlook remain elevated or grow, including

those about central bank policy, inflation, the commercial

real estate sector, and potential increases in regulatory capital

requirements, it may lead to a decline in asset prices, a

decline in market-making activity levels, or a decline in

investment banking activity levels, and net revenues and

provision for credit losses would likely be negatively

impacted. See “Segment Assets and Operating Results —

Segment Operating Results” for information about the

operating environment and material trends and uncertainties

that may impact our results of operations.

Three Months Ended March 2024 versus March 2023

Net revenues in the consolidated statements of earnings were

$14.21 billion for the first quarter of 2024, 16% higher than

the first quarter of 2023, primarily reflecting significantly

higher other principal transactions revenues and investment

banking revenues and higher market making revenues and

investment management revenues, partially offset by lower

net interest income.

Non-Interest Revenues. Investment banking revenues in

the consolidated statements of earnings were $2.09 billion for

the first quarter of 2024, 32% higher than the first quarter of

2023, reflecting significantly higher revenues in debt

underwriting, primarily driven by leveraged finance activity,

in advisory, reflecting an increase in completed mergers and

acquisitions transactions, and in equity underwriting,

primarily from initial public and secondary offerings.

Investment management revenues in the consolidated

statements of earnings were $2.49 billion for the first quarter

of 2024, 9% higher than the first quarter of 2023, due to

higher management and other fees, primarily reflecting the

impact of higher average assets under supervision (AUS).

Commissions and fees in the consolidated statements of

earnings were $1.08 billion for the first quarter of 2024,

essentially unchanged compared with the first quarter of

2023.

Market making revenues in the consolidated statements of

earnings were $5.99 billion for the first quarter of 2024, 10%

higher than the first quarter of 2023, reflecting higher

revenues in financing and intermediation. The increase from

financing activities reflected significantly higher revenues

from equity financing, partially offset by significantly lower

revenues from FICC financing. The increase from

intermediation activities primarily reflected significantly

higher revenues in mortgages and currencies, partially offset

by significantly lower revenues in commodities.

Other principal transactions revenues in the consolidated

statements of earnings were $960 million for the first quarter

of 2024, compared with $55 million for the first quarter of

2023, with the increase primarily reflecting the impact of the

sale of the Marcus loans portfolio in 2023 (including the

significant mark-down of the portfolio in the first quarter of

2023 of approximately $470 million), higher net gains from

derivatives related to our borrowings and lower net losses on

hedges related to relationship lending.

Net Interest Income. Net interest income in the

consolidated statements of earnings was $1.61 billion for the

first quarter of 2024, 10% lower than the first quarter of

2023, reflecting a significant increase in interest expense,

partially offset by a significant increase in interest income.

The increase in interest expense primarily related to

collateralized financings, reflecting the impact of higher

average balances, and deposits and other interest-bearing

liabilities, both reflecting the impact of higher average

interest rates. The increase in interest income primarily

related to collateralized agreements, other interest income,

and loans, each reflecting the impact of higher average

interest rates, and trading assets, reflecting the impact of

higher average balances. See “Statistical Disclosures —

Distribution of Assets, Liabilities and Shareholders’ Equity”

for further information about our sources of net interest

income.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

107 Goldman Sachs March 2024 Form 10-Q

Provision for Credit Losses

Provision for credit losses consists of provision for credit

losses on financial assets and commitments accounted for at

amortized cost, including loans and lending commitments

held for investment. See Note 9 to the consolidated financial

statements for further information about the provision for

credit losses on loans and lending commitments.

The table below presents our provision for credit losses.

 

Three Months

Ended March

$ in millions

2024

2023

Provision for credit losses

$ 318

$ (171)

Three Months Ended March 2024 versus March 2023.

Provision for credit losses in the consolidated statements of

earnings was $318 million for the first quarter of 2024,

compared with a net benefit of $171 million for the first

quarter of 2023. Provisions for the first quarter of 2024

reflected net provisions related to both the credit card

portfolio (driven by net charge-offs) and wholesale loans

(driven by impairments). The net benefit for the first quarter

of 2023 reflected a reserve reduction of approximately $440

million related to a partial sale of the Marcus loans portfolio

and the transfer of the remainder of the portfolio to held for

sale, partially offset by net provisions related to the credit

card and point-of-sale loan portfolios (driven by net charge-

offs and growth) and a provision related to a term deposit

with First Republic.

Operating Expenses

Our operating expenses are primarily influenced by

compensation, headcount and levels of business activity.

Compensation and benefits includes salaries, estimated year-

end discretionary compensation, amortization of equity

awards and other items such as benefits. Discretionary

compensation is significantly impacted by, among other

factors, the level of net revenues, net of provision for credit

losses, overall financial performance, prevailing labor

markets, business mix, the structure of our share-based

compensation programs and the external environment.

The table below presents our operating expenses by line item

and headcount.

 

Three Months

Ended March

$ in millions

2024

2023

Compensation and benefits

$ 4,585

$ 4,090

Transaction based

1,497

1,405

Market development

153

172

Communications and technology

470

466

Depreciation and amortization

627

970

Occupancy

247

265

Professional fees

384

383

Other expenses

695

651

Total operating expenses

$ 8,658

$ 8,402

Headcount at period-end

44,400

45,400

Three Months Ended March 2024 versus March 2023.

Operating expenses in the consolidated statements of

earnings were $8.66 billion for the first quarter of 2024, 3%

higher than the first quarter of 2023. Our efficiency ratio was

60.9% for the first quarter of 2024, compared with 68.7% for

the first quarter of 2023.

The increase in operating expenses compared with the first

quarter of 2023 primarily reflected higher compensation and

benefits expenses (reflecting improved operating

performance), higher transaction based expenses and an

incremental expense for the FDIC special assessment fee (in

other expenses), partially offset by significantly lower

impairments related to commercial real estate included in

CIEs (in depreciation and amortization). The incremental

expense for the FDIC special assessment fee was $78 million

(pre-tax) and was recognized in the first quarter of 2024 when

the FDIC notified banks subject to the special assessment fee

that the estimated cost to the Deposit Insurance Fund

resulting from the closures in 2023 of Silicon Valley Bank and

Signature Bank had increased. Net provisions for litigation

and regulatory proceedings were $23 million for the first

quarter of 2024 compared with $72 million for the first

quarter of 2023.

As of March 2024, headcount decreased 2% compared with

December 2023, primarily reflecting the impact of the sale of

GreenSky Holdings, LLC (GreenSky).

Provision for Taxes

The effective income tax rate for the first quarter of 2024 was

21.1%, up from the full year income tax rate of 20.7% for

2023, primarily due to a decrease in permanent tax benefits,

partially offset by changes in the geographic mix of earnings.

The Organisation for Economic Co-operation and

Development (OECD) Global Anti-Base Erosion Model

Rules (Pillar II) aim to ensure that multinationals with

revenues in excess of EUR 750 million pay a minimum

effective corporate tax rate of 15% (minimum tax) in each

jurisdiction in which they operate. The U.K. and other

jurisdictions in which we operate have adopted certain

portions of the OECD directive (Pillar II legislation) effective

beginning in calendar year 2024. The Pillar II legislation did

not have a material impact on our first quarter effective tax

rate and we do not expect a material impact on our 2024

annual effective tax rate based on our current interpretation

of the guidance published by the OECD and enacted

legislation. We expect additional guidance or legislation to be

issued by the OECD and various jurisdictions during 2024

which could impact any minimum tax we owe in future

periods, possibly materially, and our effective tax rate could

increase in 2025 and thereafter. This minimum tax, if any,

will be recognized in the period in which it is incurred.

We expect our 2024 annual effective tax rate to be

approximately 22%.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

Goldman Sachs March 2024 Form 10-Q 108

Segment Assets and Operating Results

Segment Assets. The table below presents assets by

segment.

 

As of

$ in millions

March 2024

December 2023

Global Banking & Markets

$ 1,449,017

$ 1,381,247

Asset & Wealth Management

190,451

191,863

Platform Solutions

58,972

68,484

Total

$ 1,698,440

$ 1,641,594

The allocation process for segment assets is based on the

activities of these segments. The allocation of assets includes

allocation of global core liquid assets (GCLA) (which consists

of unencumbered, highly liquid securities and cash), which is

generally included within cash and cash equivalents,

collateralized agreements and trading assets on our balance

sheet. Due to the integrated nature of these segments,

estimates and judgments are made in allocating these assets.

See “Risk Management — Liquidity Risk Management” for

further information about our GCLA.

Segment Operating Results. The table below presents our

segment operating results.

 

Three Months

Ended March

$ in millions

2024

2023

Global Banking & Markets

  

Net revenues

$ 9,726

$ 8,444

Provision for credit losses

96

129

Operating expenses

5,153

4,629

Pre-tax earnings

$ 4,477

$ 3,686

Net earnings to common

$ 3,377

$ 2,876

Average common equity

$ 75,000

$ 69,497

Return on average common equity

18.0%

16.6%

Asset & Wealth Management

  

Net revenues

$ 3,789

$ 3,216

Provision for credit losses

(22)

(565)

Operating expenses

2,934

3,168

Pre-tax earnings

$ 877

$ 613

Net earnings to common

$ 653

$ 464

Average common equity

$ 26,456

$ 32,684

Return on average common equity

9.9%

5.7%

Platform Solutions

  

Net revenues

$ 698

$ 564

Provision for credit losses

244

265

Operating expenses

571

605

Pre-tax earnings/(loss)

$ (117)

$ (306)

Net earnings/(loss) to common

$ (99)

$ (253)

Average common equity

$ 4,734

$ 3,935

Return on average common equity

(8.4) %

(25.7) %

Total

  

Net revenues

$ 14,213

$ 12,224

Provision for credit losses

318

(171)

Operating expenses

8,658

8,402

Pre-tax earnings

$ 5,237

$ 3,993

Net earnings to common

$ 3,931

$ 3,087

Average common equity

$ 106,190

$ 106,116

Return on average common equity

14.8%

11.6%

Net revenues in our segments include allocations of interest

income and expense to specific positions in relation to the

cash generated by, or funding requirements of, such

positions. See Note 25 to the consolidated financial

statements for further information about our business

segments.

The allocation of common shareholders’ equity and preferred

stock dividends to each segment is based on the estimated

amount of equity required to support the activities of the

segment under relevant regulatory capital requirements. Net

earnings for each segment is calculated by applying the

firmwide tax rate to each segment’s pre-tax earnings.

Compensation and benefits expenses within our segments

reflect, among other factors, our overall performance, as well

as the performance of individual businesses. Consequently,

pre-tax margins in one segment of our business may be

significantly affected by the performance of our other

business segments. A description of segment operating results

follows.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

109 Goldman Sachs March 2024 Form 10-Q

Global Banking & Markets

Global Banking & Markets generates revenues from the

following:

Investment banking fees. We provide advisory and

underwriting services and help companies raise capital to

strengthen and grow their businesses. Investment banking

fees includes the following:

  • Advisory. Includes strategic advisory assignments with

    respect to mergers and acquisitions, divestitures, corporate

    defense activities, restructurings and spin-offs.

  • Underwriting. Includes public offerings and private

    placements in both local and cross-border transactions of a

    wide range of securities and other financial instruments,

    including acquisition financing.

    FICC. FICC generates revenues from intermediation and

    financing activities.

  • FICC intermediation. Includes client execution activities

    related to making markets in both cash and derivative

    instruments, as detailed below.

    Interest Rate Products. Government bonds (including

    inflation-linked securities) across maturities, other

    government-backed securities, and interest rate swaps,

    options and other derivatives.

    Credit Products. Investment-grade and high-yield

    corporate securities, credit derivatives, exchange-traded

    funds (ETFs), bank and bridge loans, municipal securities,

    distressed debt and trade claims.

    Mortgages. Commercial mortgage-related securities,

    loans and derivatives, residential mortgage-related

    securities, loans and derivatives (including U.S. government

    agency-issued collateralized mortgage obligations and

    other securities and loans), and other asset-backed

    securities, loans and derivatives.

    Currencies. Currency options, spot/forwards and other

    derivatives on G-10 currencies and emerging-market

    products.

    Commodities. Commodity derivatives and, to a lesser

    extent, physical commodities, involving crude oil and

    petroleum products, natural gas, agricultural, base,

    precious and other metals, electricity, including renewable

    power, environmental products and other commodity

    products.

  • FICC financing. Includes (i) secured lending to our clients

    through structured credit and asset-backed lending,

    including warehouse loans backed by mortgages (including

    residential and commercial mortgage loans), corporate

    loans and consumer loans (including auto loans and private

    student loans), (ii) financing through securities purchased

    under agreements to resell (resale agreements) and (iii)

    commodity financing to clients through structured

    transactions.

Equities. Equities generates revenues from intermediation

and financing activities.

  • Equities intermediation. We make markets in equity

    securities and equity-related products, including ETFs,

    convertible securities, options, futures and OTC derivative

    instruments. We also structure and make markets in

    derivatives on indices, industry sectors, financial measures

    and individual company stocks. Our exchange-based

    market-making activities include making markets in stocks

    and ETFs, futures and options on major exchanges

    worldwide. In addition, we generate commissions and fees

    from executing and clearing institutional client transactions

    on major stock, options and futures exchanges worldwide,

    as well as OTC transactions.

  • Equities financing. Includes prime financing, which

    provides financing to our clients for their securities trading

    activities through margin loans that are collateralized by

    securities, cash or other collateral. Prime financing also

    includes services which involve lending securities to cover

    institutional clients’ short sales and borrowing securities to

    cover our short sales and to make deliveries into the

    market. We are also an active participant in broker-to-

    broker securities lending and third-party agency lending

    activities. In addition, we execute swap transactions to

    provide our clients with exposure to securities and indices.

    Financing activities also include portfolio financing, which

    clients can utilize to manage their investment portfolios,

    and other equity financing activities, including securities-

    based loans to individuals.

Market-Making Activities

As a market maker, we facilitate transactions in both liquid

and less liquid markets, primarily for institutional clients,

such as corporations, financial institutions, investment funds

and governments, to assist clients in meeting their investment

objectives and in managing their risks. In this role, we seek to

earn the difference between the price at which a market

participant is willing to sell an instrument to us and the price

at which another market participant is willing to buy it from

us, and vice versa (i.e., bid/offer spread). In addition, we

maintain (i) market-making positions, typically for a short

period of time, in response to, or in anticipation of, client

demand, and (ii) positions to actively manage our risk

exposures that arise from these market-making activities

(collectively, inventory). Our inventory is recorded in trading

assets (long positions) or trading liabilities (short positions)

in our consolidated balance sheets.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

Goldman Sachs March 2024 Form 10-Q 110

Our results are influenced by a combination of

interconnected drivers, including (i) client activity levels and

transactional bid/offer spreads (collectively, client activity),

and (ii) changes in the fair value of our inventory and interest

income and interest expense related to the holding, hedging

and funding of our inventory (collectively, market-making

inventory changes). Due to the integrated nature of our

market-making activities, disaggregation of net revenues into

client activity and market-making inventory changes is

judgmental and has inherent complexities and limitations.

The amount and composition of our net revenues vary over

time as these drivers are impacted by multiple interrelated

factors affecting economic and market conditions, including

volatility and liquidity in the market, changes in interest

rates, currency exchange rates, credit spreads, equity prices

and commodity prices, investor confidence, and other

macroeconomic concerns and uncertainties.

In general, assuming all other market-making conditions

remain constant, increases in client activity levels or bid/offer

spreads tend to result in increases in net revenues, and

decreases tend to have the opposite effect. However, changes

in market-making conditions can materially impact client

activity levels and bid/offer spreads, as well as the fair value

of our inventory. For example, a decrease in liquidity in the

market could have the impact of (i) increasing our bid/offer

spread, (ii) decreasing investor confidence and thereby

decreasing client activity levels, and (iii) widening of credit

spreads on our inventory positions.

Other. We lend to corporate clients, including through

relationship lending and acquisition financing. The hedges

related to this lending and financing activity are also reported

as part of Other. Other also includes equity and debt

investing activities related to our Global Banking & Markets

activities.

The table below presents our Global Banking & Markets

assets.

 

As of

$ in millions

March 2024

December 2023

Cash and cash equivalents

$ 146,543

$ 168,857

Collateralized agreements

426,173

401,554

Customer and other receivables

144,608

117,633

Trading assets

460,301

435,275

Investments

130,677

122,350

Loans

122,441

117,464

Other assets

18,274

18,114

Total

$ 1,449,017

$ 1,381,247

The table below presents details about our Global Banking &

Markets loans.

 

As of

$ in millions

March 2024

December 2023

Corporate

$ 24,812

$ 24,159

Real estate

34,091

34,813

Securities-based

3,782

3,758

Other collateralized

60,626

55,527

Installment

141

173

Other

451

475

Loans, gross

123,903

118,905

Allowance for loan losses

(1,462)

(1,441)

Total loans

$ 122,441

$ 117,464

Our average Global Banking & Markets gross loans were

$121.55 billion for the first quarter of 2024 and

$109.53 billion for the first quarter of 2023.

The table below presents our Global Banking & Markets

operating results.

 

Three Months

Ended March

$ in millions

2024

2023

Advisory

$ 1,011

$ 818

Equity underwriting

370

255

Debt underwriting

699

506

Investment banking fees

2,080

1,579

FICC intermediation

3,471

3,280

FICC financing

852

651

FICC

4,323

3,931

Equities intermediation

1,989

1,741

Equities financing

1,322

1,274

Equities

3,311

3,015

Other

12

(81)

Net revenues

9,726

8,444

Provision for credit losses

96

129

Operating expenses

5,153

4,629

Pre-tax earnings

4,477

3,686

Provision for taxes

945

700

Net earnings

3,532

2,986

Preferred stock dividends

155

110

Net earnings to common

$ 3,377

$ 2,876

Average common equity

$ 75,000

$ 69,497

Return on average common equity

18.0%

16.6%

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

111 Goldman Sachs March 2024 Form 10-Q

The table below presents our FICC and Equities net revenues

by line item in the consolidated statements of earnings.

$ in millions

FICC

Equities

Three Months Ended March 2024

  

Market making

$ 3,592

$ 2,400

Commissions and fees

1,044

Other principal transactions

243

20

Net interest income

488

(153)

Total

$ 4,323

$ 3,311

Three Months Ended March 2023

  

Market making

$ 3,573

$ 1,860

Commissions and fees

1,036

Other principal transactions

72

23

Net interest income

286

96

Total

$ 3,931

$ 3,015

In the table above:

  • See “Net Revenues” for information about market making

    revenues, commissions and fees, other principal

    transactions revenues and net interest income. See Note 25

    to the consolidated financial statements for net interest

    income by segment.

  • The primary driver of net revenues for FICC

    intermediation for all periods was client activity.

The table below presents our financial advisory and

underwriting transaction volumes.

 

Three Months

Ended March

$ in billions

2024

2023

Announced mergers and acquisitions

$ 240

$ 116

Completed mergers and acquisitions

$ 204

$ 217

Equity and equity-related offerings

$ 14

$ 11

Debt offerings

$ 79

$ 74

In the table above:

  • Volumes are per Dealogic.
  • Announced and completed mergers and acquisitions

    volumes are based on full credit to each of the advisors in a

    transaction. Equity and equity-related and debt offerings

    are based on full credit for single book managers and equal

    credit for joint book managers. Transaction volumes may

    not be indicative of net revenues in a given period. In

    addition, transaction volumes for prior periods may vary

    from amounts previously reported due to the subsequent

    withdrawal or a change in the value of a transaction.

  • Equity and equity-related offerings includes Rule 144A and

    public common stock offerings, convertible offerings and

    rights offerings.

  • Debt offerings includes non-convertible preferred stock,

    mortgage-backed securities, asset-backed securities and

    taxable municipal debt. It also includes publicly registered

    and Rule 144A issues and excludes leveraged loans.

Operating Environment. During the first quarter of 2024,

Global Banking & Markets operated in an environment

generally characterized by continued broad macroeconomic

concerns, including concerns and uncertainty about inflation,

ongoing geopolitical stresses and central bank policy.

In investment banking, industry-wide completed mergers and

acquisitions transactions declined compared with the fourth

quarter of 2023, while industry-wide equity underwriting

volumes improved but still remained below historical

averages. Industry-wide debt underwriting volumes were

significantly higher compared with the fourth quarter of

2023, as investment-grade offerings were strong to start the

year.

In interest rates, the yields on 10-year U.S. and U.K.

government bonds increased during the quarter. In equities,

the S&P 500 Index increased by 10% and the MSCI World

Index increased by 8% compared with the end of 2023.

In the future, if market and economic conditions deteriorate,

and market-making activity levels decline or investment

banking activity levels decline, or credit spreads related to

hedges on our relationship lending portfolio tighten, net

revenues in Global Banking & Markets would likely be

negatively impacted. In addition, if economic conditions

deteriorate or if the creditworthiness of borrowers

deteriorates, provision for credit losses would likely be

negatively impacted.

Three Months Ended March 2024 versus March 2023.

Net revenues in Global Banking & Markets were $9.73

billion for the first quarter of 2024, 15% higher than the first

quarter of 2023.

Investment banking fees were $2.08 billion, 32% higher than

the first quarter of 2023, reflecting significantly higher net

revenues in Debt underwriting, primarily driven by leveraged

finance activity, in Advisory, reflecting an increase in

completed mergers and acquisitions transactions, and in

Equity underwriting, primarily from initial public and

secondary offerings.

As of March 2024, our Investment banking fees backlog

decreased compared with December 2023, primarily due to

lower estimated net revenues from potential advisory

transactions.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

Goldman Sachs March 2024 Form 10-Q 112

Our backlog represents an estimate of our net revenues from

future transactions where we believe that future revenue

realization is more likely than not. We believe changes in our

backlog may be a useful indicator of client activity levels

which, over the long term, impact our net revenues.

However, the time frame for completion and corresponding

revenue recognition of transactions in our backlog varies

based on the nature of the assignment, as certain transactions

may remain in our backlog for longer periods of time. In

addition, our backlog is subject to certain limitations, such as

assumptions about the likelihood that individual client

transactions will occur in the future. Transactions may be

cancelled or modified, and transactions not included in the

estimate may also occur.

Net revenues in FICC were $4.32 billion, 10% higher than the

first quarter of 2023, primarily reflecting significantly higher

net revenues in FICC financing, driven by mortgages and

structured lending. The increase also reflected higher net

revenues in FICC intermediation due to significantly higher

net revenues in mortgages and higher net revenues in

currencies and credit products, partially offset by lower net

revenues in commodities and slightly lower net revenues in

interest rate products.

The increase in FICC intermediation net revenues reflected

improved market-making conditions on our inventory,

partially offset by significantly lower client activity. The

following provides information about our FICC

intermediation net revenues by business, compared with

results for the first quarter of 2023:

  • Net revenues in mortgages, currencies and credit products

    reflected improved market-making conditions on our

    inventory.

  • Net revenues in commodities reflected lower client activity.

    Net revenues in interest rate products also reflected lower

    client activity, largely offset by improved market-making

    conditions on our inventory.

Net revenues in Equities were $3.31 billion, 10% higher than

the first quarter of 2023, due to higher net revenues in

Equities intermediation, reflecting significantly higher net

revenues in derivatives, and slightly higher net revenues in

Equities financing.

Net revenues in Other were $12 million for the first quarter

of 2024, compared with $(81) million for the first quarter of

2023, with the increase primarily due to lower net losses on

hedges.

Provision for credit losses was $96 million for the first

quarter of 2024, compared with $129 million for the first

quarter of 2023. Provisions for the first quarter of 2024

primarily reflected provisions related to impairments on

corporate loans. Provisions for the first quarter of 2023

primarily reflected provisions related to a term deposit with

First Republic and impairments.

Operating expenses were $5.15 billion for the first quarter of

2024, 11% higher than the first quarter of 2023, primarily due

to higher compensation and benefits expenses (reflecting

improved operating performance). Pre-tax earnings were

$4.48 billion for the first quarter of 2024, 21% higher than

the first quarter of 2023.

Asset & Wealth Management

Asset & Wealth Management provides investment services to

help clients preserve and grow their financial assets and

achieve their financial goals. We provide these services to our

clients, both institutional and individuals, including investors

who primarily access our products through a network of

third-party distributors around the world.

We manage client assets across a broad range of investment

strategies and asset classes, including equity, fixed income

and alternative investments. We provide investment

solutions, including those managed on a fiduciary basis by

our portfolio managers, as well as those managed by third-

party managers. We offer our investment solutions in a

variety of structures, including separately managed accounts,

mutual funds, private partnerships and other commingled

vehicles.

We also provide tailored wealth advisory services to clients

across the wealth spectrum. We operate globally, serving

individuals, families, family offices, and foundations and

endowments. Our relationships are established directly or

introduced through companies that sponsor financial

wellness or financial planning programs for their employees,

as well as through corporate referrals.

We offer personalized financial planning to individuals and

also provide customized investment advisory solutions, and

offer structuring and execution capabilities in securities and

derivative products across all major global markets. In

addition, we offer clients a full range of private banking

services, including a variety of deposit alternatives and loans

that our clients use to finance investments in both financial

and nonfinancial assets, bridge cash flow timing gaps or

provide liquidity and flexibility for other needs. We also

accept deposits through Marcus.

We invest alongside our clients that invest in investment

funds that we raise or manage. We also have investments in

alternative assets across a range of asset classes. Our

investing activities, which are typically longer-term, include

investments in corporate equity, credit, real estate and

infrastructure assets.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

113 Goldman Sachs March 2024 Form 10-Q

Asset & Wealth Management generates revenues from the

following:

  • Management and other fees. We receive fees related to

    managing assets for institutional and individual clients,

    providing investing and wealth advisory solutions,

    providing financial planning and counseling services, and

    executing brokerage transactions for wealth management

    clients. The vast majority of revenues in management and

    other fees consists of asset-based fees on client assets that

    we manage. For further information about assets under

    supervision, see “Assets Under Supervision” below. The

    fees that we charge vary by asset class, client channel and

    the types of services provided, and are affected by

    investment performance, as well as asset inflows and

    redemptions.

  • Incentive fees. In certain circumstances, we also receive

    incentive fees based on a percentage of a fund’s or a

    separately managed account’s return, or when the return

    exceeds a specified benchmark or other performance

    targets. Such fees include overrides, which consist of the

    increased share of the income and gains derived primarily

    from our private equity and credit funds when the return

    on a fund’s investments over the life of the fund exceeds

    certain threshold returns.

  • Private banking and lending. Our private banking and

    lending activities include issuing loans to our wealth

    management clients. We also accept deposits from wealth

    management clients, including through Marcus. Private

    banking and lending revenues include net interest income

    allocated to deposits and net interest income earned on

    loans to individual clients.

  • Equity investments. Includes investing activities related

    to our asset management activities primarily related to

    public and private equity investments in corporate, real

    estate and infrastructure assets. We also make investments

    through CIEs, substantially all of which are engaged in real

    estate investment activities. In addition, we make

    investments in connection with our activities to satisfy

    requirements under the Community Reinvestment Act,

    primarily through our Urban Investment Group.

  • Debt investments. Includes lending activities related to

    our asset management activities, including investing in

    corporate debt, lending to middle-market clients, and

    providing financing for real estate and other assets. These

    activities include investments in mezzanine debt, senior

    debt and distressed debt securities.

The table below presents our Asset & Wealth Management

assets.

 

As of

$ in millions

March 2024

December 2023

Cash and cash equivalents

$ 43,813

$ 48,677

Collateralized agreements

13,974

14,020

Customer and other receivables

15,809

14,859

Trading assets

32,075

27,324

Investments

24,220

24,487

Loans

44,794

45,866

Other assets

15,766

16,630

Total

$ 190,451

$ 191,863

The table below presents details about our Asset & Wealth

Management loans.

 

As of

$ in millions

March 2024

December 2023

Corporate

$ 11,121

$ 11,715

Real estate

16,677

16,603

Securities-based

10,744

10,863

Other collateralized

6,176

6,698

Other

1,160

1,121

Loans, gross

45,878

47,000

Allowance for loan losses

(1,084)

(1,134)

Total loans

$ 44,794

$ 45,866

The average Asset & Wealth Management gross loans were

$46.58 billion for the first quarter of 2024 and $56.79 billion

for the first quarter of 2023.

The table below presents our Asset & Wealth Management

operating results.

 

Three Months

Ended March

$ in millions

2024

2023

Management and other fees

$ 2,452

$ 2,282

Incentive fees

88

53

Private banking and lending

682

354

Equity investments

222

119

Debt investments

345

408

Net revenues

3,789

3,216

Provision for credit losses

(22)

(565)

Operating expenses

2,934

3,168

Pre-tax earnings

877

613

Provision for taxes

185

117

Net earnings

692

496

Preferred stock dividends

39

32

Net earnings to common

$ 653

$ 464

Average common equity

$ 26,456

$ 32,684

Return on average common equity

9.9%

5.7%

Our target is to achieve annual firmwide management and

other fees of more than $10 billion in 2024. This includes

more than $2 billion from alternatives, which was surpassed

in 2023.

Our target is to achieve pre-tax margins in the mid-twenties

and ROE in the mid-teens within the medium term (three to

five year time horizon from year-end 2022) for Asset &

Wealth Management. The pre-tax margin for Asset &

Wealth Management was 23% for the first quarter of 2024.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

Goldman Sachs March 2024 Form 10-Q 114

The table below presents our Asset management and Wealth

management net revenues by line item in Asset & Wealth

Management.

$ in millions

Asset

management

Wealth

management

Asset & Wealth

Management

Three Months Ended March 2024

  

Management and other fees

$ 1,113

$ 1,339

$ 2,452

Incentive fees

88

88

Private banking and lending

682

682

Equity investments

222

222

Debt investments

345

345

Total

$ 1,768

$ 2,021

$ 3,789

Three Months Ended March 2023

  

Management and other fees

$ 1,033

$ 1,249

$ 2,282

Incentive fees

53

53

Private banking and lending

354

354

Equity investments

119

119

Debt investments

408

408

Total

$ 1,613

$ 1,603

$ 3,216

The table below presents our Equity investments net revenues

by equity type and asset class.

 

Three Months

Ended March

$ in millions

2024

2023

Equity Type

  

Private equity

$ 330

$ 34

Public equity

(108)

85

Total

$ 222

$ 119

Asset Class

  

Real estate

$ 105

$ 10

Corporate

117

109

Total

$ 222

$ 119

The table below presents details about our Debt investments

net revenues.

 

Three Months

Ended March

$ in millions

2024

2023

Fair value net gains/(losses)

$ 77

$ 46

Net interest income

268

362

Total

$ 345

$ 408

Operating Environment. During the first quarter of 2024,

Asset & Wealth Management operated in an environment

generally characterized by continued broad macroeconomic

concerns, including persistent concerns about the commercial

real estate market. However, improvements in the outlook

for economic conditions contributed to generally higher

global equity prices compared with the end of 2023,

positively affecting assets under supervision.

In the future, if market and economic conditions deteriorate,

it may lead to a decline in asset prices, or investors

transitioning to asset classes that typically generate lower fees

or continuing to withdraw their assets, and net revenues in

Asset & Wealth Management would likely be negatively

impacted.

Three Months Ended March 2024 versus March 2023.

Net revenues in Asset & Wealth Management were $3.79

billion for the first quarter of 2024, 18% higher than the first

quarter of 2023, primarily reflecting significantly higher net

revenues in both Private banking and lending (the first

quarter of 2023 included net revenues of approximately

$(470) million related to a partial sale of the Marcus loans

portfolio and the transfer of the remainder of the portfolio to

held for sale) and Equity investments, and higher

Management and other fees.

The increase in Private banking and lending net revenues

reflected the impact of the sale of the Marcus loans portfolio

in 2023 (including the significant mark-down of the portfolio

in the first quarter of 2023), partially offset by the impact of

lower deposit spreads. The increase in Equity investments net

revenues reflected significantly higher net gains from

investments in private equities, partially offset by mark-to-

market net losses from investments in public equities

compared with net gains in the prior year period. The

increase in Management and other fees primarily reflected

the impact of higher average assets under supervision. Debt

investments net revenues were lower, reflecting lower net

interest income due to a reduction in the debt investments

balance sheet.

Provision for credit losses was a net benefit of $22 million for

the first quarter of 2024, compared with a net benefit of $565

million for the first quarter of 2023. The net benefit for the

first quarter of 2023 primarily reflected a reserve reduction of

approximately $440 million related to a partial sale of the

Marcus loans portfolio and the transfer of the remainder of

the portfolio to held for sale.

Operating expenses were $2.93 billion for the first quarter of

2024, 7% lower than the first quarter of 2023, due to

significantly lower impairments related to commercial real

estate within CIEs, partially offset by higher compensation

and benefits expenses. Pre-tax earnings were $877 million for

the first quarter of 2024, 43% higher than the first quarter of

2023.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

115 Goldman Sachs March 2024 Form 10-Q

Assets Under Supervision. AUS includes our institutional

clients’ assets, assets sourced through third-party distributors

and high-net-worth clients’ assets where we earn a fee for

managing assets on a discretionary basis. This includes net

assets in our mutual funds, hedge funds, credit funds, private

equity funds, real estate funds, and separately managed

accounts for institutional and individual investors. AUS also

includes client assets invested with third-party managers,

private bank deposits and advisory relationships where we

earn a fee for advisory and other services, but do not have

investment discretion. AUS does not include the self-directed

brokerage assets of our clients.

The table below presents information about our firmwide

period-end AUS by asset class, client channel, region and

vehicle.

 

As of March

$ in billions

2024

2023

Asset Class

  

Alternative investments

$ 296

$ 268

Equity

713

597

Fixed income

1,141

1,047

Total long-term AUS

2,150

1,912

Liquidity products

698

760

Total AUS

$ 2,848

$ 2,672

Client Channel

  

Institutional

$ 1,048

$ 939

Wealth management

845

745

Third-party distributed

955

988

Total AUS

$ 2,848

$ 2,672

Region

  

Americas

$ 1,989

$ 1,900

EMEA

650

582

Asia

209

190

Total AUS

$ 2,848

$ 2,672

Vehicle

  

Separate accounts

$ 1,608

$ 1,437

Public funds

877

912

Private funds and other

363

323

Total AUS

$ 2,848

$ 2,672

In the table above:

  • Liquidity products includes money market funds and

    private bank deposits.

  • EMEA represents Europe, Middle East and Africa.

Total wealth management client assets (consisting of AUS,

brokerage assets and Marcus deposits) were approximately

$1.5 trillion as of March 2024.

The table below presents changes in our AUS.

Three Months

Ended March

$ in billions

2024

2023

Beginning balance

$ 2,812

$ 2,547

Net inflows/(outflows):

  

Alternative investments

1

Equity

1

(2)

Fixed income

23

9

Total long-term AUS net inflows/(outflows)

24

8

Liquidity products

(39)

49

Total AUS net inflows/(outflows)

(15)

57

Net market appreciation/(depreciation)

51

68

Ending balance

$ 2,848

$ 2,672

In the table above, total AUS net outflows of $15 billion for

the first quarter of 2024 included net outflows of $44 billion

in the third-party distributed client channel, and net inflows

of $17 billion in the wealth management client channel and

$12 billion in the institutional client channel.

The table below presents information about our average

monthly firmwide AUS by asset class.

 

Average for the

Three Months

Ended March

$ in billions

2024

2023

Asset Class

  

Alternative investments

$ 295

$ 265

Equity

682

586

Fixed income

1,129

1,034

Total long-term AUS

2,106

1,885

Liquidity products

723

719

Total AUS

$ 2,829

$ 2,604

In addition to our AUS, we have discretion over alternative

investments where we currently do not earn management fees

(non-fee-earning alternative assets).

We earn management fees on client assets that we manage

and also receive incentive fees based on a percentage of a

fund’s or a separately managed account’s return, or when the

return exceeds a specified benchmark or other performance

targets. These incentive fees are recognized when it is

probable that a significant reversal of such fees will not

occur. Our estimated unrecognized incentive fees were

$3.82 billion as of March 2024 and $3.77 billion as of

December 2023. Such amounts are based on the completion

of the funds’ financial statements, which is generally one

quarter in arrears. These fees will be recognized, assuming no

decline in fair value, if and when it is probable that a

significant reversal of such fees will not occur, which is

generally when such fees are no longer subject to fluctuations

in the market value of the assets.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

Goldman Sachs March 2024 Form 10-Q 116

The table below presents our average effective management

fee (which excludes non-asset-based fees) earned on our

firmwide AUS by asset class.

 

Three Months

Ended March

Effective fees (bps)

2024

2023

Alternative investments

63

66

Equity

55

58

Fixed income

17

18

Liquidity products

15

15

Total average effective fee

31

32

The table below presents details about our monthly average

AUS for alternative investments and the average effective

management fee we earned on such assets.

$ in billions

Direct

strategies

Fund of

funds

Total

Three Months Ended March 2024

   

Average AUS

   

Corporate equity

$ 31

$ 78

$ 109

Credit

46

10

56

Real estate

13

11

24

Hedge funds and other

42

22

64

Funds and discretionary accounts

$ 132

$ 121

$ 253

Advisory accounts

  

42

Total average AUS for alternative investments

$ 295

Effective Fees (bps)

   

Corporate equity

121

59

78

Credit

82

16

72

Real estate

82

34

60

Hedge funds and other

66

52

62

Funds and discretionary accounts

86

52

71

Advisory accounts

  

17

Total average effective fee

  

63

Three Months Ended March 2023

Average AUS

   

Corporate equity

$ 28

$ 68

$ 96

Credit

42

2

44

Real estate

11

8

19

Hedge funds and other

42

23

65

Funds and discretionary accounts

$ 123

$ 101

$ 224

Advisory accounts

  

41

Total average AUS for alternative investments

$ 265

Effective Fees (bps)

   

Corporate equity

130

64

84

Credit

79

58

78

Real estate

92

47

72

Hedge funds and other

65

53

61

Funds and discretionary accounts

87

60

75

Advisory accounts

  

15

Total average effective fee

  

66

In the table above, direct strategies primarily includes our

private equity, growth equity, private credit, liquid

alternatives and real estate strategies. Fund of funds primarily

includes our business which invests in leading private equity,

hedge fund, real estate and credit third-party managers as a

limited partner, secondary-market investor, co-investor or

management company partner.

The table below presents information about our period-end

AUS for alternative investments, non-fee-earning alternative

investments and total alternative investments.

$ in billions

AUS

Non-fee-earning

alternative

assets

Total

alternative

assets

As of March 2024

   

Corporate equity

$ 109

$ 77

$ 186

Credit

56

83

139

Real estate

23

29

52

Hedge funds and other

67

4

71

Funds and discretionary accounts

255

193

448

Advisory accounts

41

3

44

Total alternative investments

$ 296

$ 196

$ 492

As of March 2023

   

Corporate equity

$ 97

$ 74

$ 171

Credit

46

76

122

Real estate

18

35

53

Hedge funds and other

66

2

68

Funds and discretionary accounts

227

187

414

Advisory accounts

41

1

42

Total alternative investments

$ 268

$ 188

$ 456

In the table above:

  • Corporate equity primarily includes private equity.
  • Total alternative assets included uncalled capital that is

    available for future investing of $65 billion as of March

    2024 and $56 billion as of March 2023.

  • Non-fee-earning alternative assets primarily includes

    investments that we hold on our balance sheet, our

    unfunded commitments, unfunded commitments of our

    clients (where we do not charge fees on commitments),

    credit facilities collateralized by fund assets and employee

    funds. Our calculation of non-fee-earning alternative assets

    may not be comparable to similar calculations used by

    other companies.

  • Non-fee-earning alternative assets primarily includes our

    direct investing strategies, including private equity, growth

    equity, private credit and real estate strategies.

We announced a strategic objective of growing our third-

party alternatives business and established a target of

achieving gross inflows of $225 billion for alternative

investments from the beginning of 2020 through the end of

2024. We surpassed this target in 2023. We also target

growing our credit alternative assets from $130 billion as of

December 2023 to $300 billion over the next five years.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

117 Goldman Sachs March 2024 Form 10-Q

The table below presents information about third-party

commitments raised in our alternatives business from the

beginning of 2020 through the first quarter of 2024.

$ in billions

As of March 2024

Included in AUS

$ 184

Included in non-fee-earning alternative assets

81

Third-party commitments raised

$ 265

In the table above, commitments included in non-fee-earning

alternative assets included approximately $62 billion, which

will begin to earn fees (and become AUS) if and when the

commitments are drawn and assets are invested. In the first

quarter of 2024, we raised $14 billion in third-party

commitments in our alternatives business and expect to raise

between $40 billion and $50 billion during 2024.

The table below presents information about alternative

investments in Asset & Wealth Management that we hold on

our balance sheet by asset type.

 

As of

 

March

December

$ in billions

2024

2023

Loans

$ 12.1

$ 12.9

Debt securities

10.4

10.8

Equity securities

13.1

13.2

CIE investments and other

8.4

9.3

Total

$ 44.0

$ 46.2

The table below presents further information about our

alternative investments in Asset & Wealth Management that

we hold on our balance sheet.

 

As of

$ in billions

March 2024

December 2023

Client co-invest

$ 20.5

$ 21.3

Firmwide initiatives

8.7

8.6

Historical principal investments:

  

Loans

3.1

3.5

Debt securities

3.5

3.6

Equity securities

3.8

4.0

CIE investments and other

4.4

5.2

Total historical principal investments

14.8

16.3

Total

$ 44.0

$ 46.2

In the table above:

  • Client co-invest primarily includes our investments in funds

    that we raise and manage or where we have invested

    alongside the third-party investors.

  • Firmwide initiatives primarily includes our investments

    related to the Community Reinvestment Act and our

    sponsored initiatives, such as One Million Black Women.

    • Historical principal investments includes our remaining

      balance sheet alternative investments portfolio that we plan

      to reduce. Our target to reduce this portfolio to less than

      $15 billion by the end of 2024 was achieved in the first

      quarter of 2024. We reduced our historical principal

      investments by $1.5 billion in the first quarter of 2024 and

      expect reductions at approximately this pace for the

      remainder of 2024 and expect to sell down the vast

      majority of this portfolio by the end of 2026.

The table below presents the rollforward of our alternative

investments categorized as historical principal investments

for the first quarter of 2024.

$ in billions

Historical

principal investments

Beginning balance

$ 16.3

Additions

0.2

Dispositions

(1.6)

Net markdowns

(0.1)

Ending balance

$ 14.8

The table below presents the commercial real estate

investments in Asset & Wealth Management that we hold on

our balance sheet.

$ in billions

As of March 2024

Loans

$ 1.6

Debt securities

0.5

Equity securities

3.8

CIE investments, net of financings

2.0

Total

$ 7.9

In the table above:

  • Office-related investments included in loans were $0.2

    billion, in debt securities were $0.1 billion, in equity

    securities were $0.3 billion, and in CIE investments, net of

    financings, were $0.6 billion.

  • Commercial real estate investments consisted of

    approximately 36% of historical principal investments,

    which we intend to exit over the medium term (three to five

    year time horizon from year-end 2022).

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

Goldman Sachs March 2024 Form 10-Q 118

Loans and Debt Securities. The table below presents the

concentration of loans and debt securities within our

alternative investments by accounting classification, region

and industry.

 

As of

 

March

December

$ in billions

2024

2023

Loans

$12.1

$12.9

Debt securities

10.4

10.8

Total

$22.5

$23.7

Accounting Classification

  

Debt securities at fair value

46%

45%

Loans at amortized cost

47%

49%

Loans at fair value

3%

3%

Loans held for sale

4%

3%

Total

100%

100%

Region

  

Americas

53%

52%

EMEA

36%

37%

Asia

11%

11%

Total

100%

100%

Industry

  

Consumer & Retail

11%

11%

Financial Institutions

6%

6%

Healthcare

16%

15%

Industrials

17%

18%

Natural Resources & Utilities

2%

2%

Real Estate

10%

11%

Technology, Media & Telecommunications

29%

28%

Other

9%

9%

Total

100%

100%

Equity Securities. The table below presents the

concentration of equity securities within our alternative

investments by region and industry.

 

As of

$ in billions

March 2024

December 2023

Equity securities

$13.1

$13.2

Region

  

Americas

71%

70%

EMEA

15%

15%

Asia

14%

15%

Total

100%

100%

Industry

  

Consumer & Retail

6%

6%

Financial Institutions

11%

11%

Healthcare

6%

6%

Industrials

10%

10%

Natural Resources & Utilities

14%

13%

Real Estate

29%

30%

Technology, Media & Telecommunications

22%

22%

Other

2%

2%

Total

100%

100%

In the table above:

  • Equity securities included $12.1 billion as of March 2024

    and $12.1 billion as of December 2023 of private equity

    positions, and $1.0 billion as of March 2024 and

    $1.1 billion as of December 2023 of public equity positions

    that converted from private equity upon the initial public

    offerings of the underlying companies.

    • The concentrations for real estate equity securities as of

      March 2024 were 13% for multifamily (13% as of

      December 2023), 2% for office (2% as of December 2023),

      7% for mixed use (8% as of December 2023) and 7% for

      other real estate equity securities (7% as of December

      2023).

The table below presents the concentration of equity

securities within our alternative investments by vintage.

 

Vintage

As of March 2024

 

2017 or earlier

30%

2018 - 2020

31%

2021 - thereafter

39%

Total

100%

As of December 2023

 

2016 or earlier

25%

2017 - 2019

26%

2020 - thereafter

49%

Total

100%

CIE Investments and Other. CIE investments and other

included assets held by CIEs of $5.1 billion as of March 2024

and $5.9 billion as of December 2023, which were funded

with liabilities of approximately $3.0 billion as of March

2024 and $3.5 billion as of December 2023. Substantially all

such liabilities were nonrecourse, thereby reducing our equity

at risk.

The table below presents the concentration of CIE assets, net

of financings, within our alternative investments by region

and asset class.

 

As of

$ in billions

March 2024

December 2023

CIE assets, net of financings

$2.1

$2.4

Region

  

Americas

59%

61%

EMEA

27%

25%

Asia

14%

14%

Total

100%

100%

Asset Class

  

Hospitality

5%

6%

Industrials

19%

16%

Multifamily

14%

13%

Office

28%

24%

Retail

7%

7%

Senior Housing

14%

15%

Student Housing

3%

7%

Other

10%

12%

Total

100%

100%

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

119 Goldman Sachs March 2024 Form 10-Q

The table below presents the concentration of CIE assets, net

of financings, within our alternative investments by vintage.

 

Vintage

As of March 2024

 

2017 or earlier

31%

2018 - 2020

42%

2021 - thereafter

27%

Total

100%

As of December 2023

 

2016 or earlier

12%

2017 - 2019

57%

2020 - thereafter

31%

Total

100%

Platform Solutions

Platform Solutions includes our consumer platforms, such as

partnerships offering credit cards, and transaction banking

and other platform businesses.

Platform Solutions generates revenues from the following:

Consumer platforms. Our Consumer platforms business

issues credit cards and accepts deposits from Apple Card

customers. Consumer platforms revenues primarily includes

net interest income earned on credit card lending activities.

During the first quarter of 2024, we completed the sale of

GreenSky. We have also entered into an agreement with

General Motors (GM) regarding a process to transition the

GM credit card program to another issuer to be selected by

GM.

Transaction banking and other. We provide transaction

banking and other services, including cash management

services, such as deposit-taking and payment solutions for

corporate and institutional clients. Transaction banking

revenues include net interest income attributed to transaction

banking deposits.

The table below presents our Platform Solutions assets.

 

As of

$ in millions

March 2024

December 2023

Cash and cash equivalents

$ 19,029

$ 24,043

Collateralized agreements

6,684

7,651

Customer and other receivables

2

3

Trading assets

15,342

14,911

Investments

3

2

Loans

16,699

20,028

Other assets

1,213

1,846

Total

$ 58,972

$ 68,484

The table below presents details about our Platform

Solutions loans.

 

As of

$ in millions

March 2024

December 2023

Installment

$ 233

$ 3,125

Credit cards

18,798

19,361

Other

24

17

Loans, gross

19,055

22,503

Allowance for loan losses

(2,356)

(2,475)

Total loans

$ 16,699

$ 20,028

The average Platform Solutions gross loans were

$21.62 billion for the first quarter of 2024 and $18.15 billion

for the first quarter of 2023.

The table below presents our Platform Solutions operating

results.

 

Three Months

Ended March

$ in millions

2024

2023

Consumer platforms

$ 618

$ 490

Transaction banking and other

80

74

Net revenues

698

564

Provision for credit losses

244

265

Operating expenses

571

605

Pre-tax earnings/(loss)

(117)

(306)

Provision/(benefit) for taxes

(25)

(58)

Net earnings/(loss)

(92)

(248)

Preferred stock dividends

7

5

Net earnings/(loss) to common

$ (99)

$ (253)

Average common equity

$ 4,734

$ 3,935

Return on average common equity

(8.4) %

(25.7) %

Our target is to achieve pre-tax profitability by the end of

2025 for Platform Solutions.

Operating Environment. The operating environment for

Platform Solutions is mainly impacted by the economic

environment in the U.S., which, during the first quarter of

2024, was generally characterized by concerns about

inflation, a continued low rate of unemployment and a

decline in the pace of growth in consumer spending

compared with the fourth quarter of 2023.

In the future, if economic conditions deteriorate, it may lead

to a further decrease in consumer spending or a deterioration

in consumer credit, and net revenues and provision for credit

losses in Platform Solutions would likely be negatively

impacted.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

Goldman Sachs March 2024 Form 10-Q 120

Three Months Ended March 2024 versus March 2023.

Net revenues in Platform Solutions were $698 million for the

first quarter of 2024, 24% higher than the first quarter of

2023, reflecting significantly higher net revenues in Consumer

platforms.

The increase in Consumer platforms net revenues primarily

reflected higher average credit card balances and higher

average deposit balances. Transaction banking and other net

revenues were slightly higher, reflecting higher deposit

spreads.

Provision for credit losses was $244 million for the first

quarter of 2024, compared with $265 million for the first

quarter of 2023. Provisions for the first quarter of 2024

reflected net charge-offs related to the credit card portfolio.

Provisions for the first quarter of 2023 reflected net charge-

offs related to the credit card portfolio and growth in the

point-of-sale loans portfolio, partially offset by reserve

releases based on actual repayment experience.

Operating expenses were $571 million for the first quarter of

2024, 6% lower than the first quarter of 2023, due to lower

compensation and benefits expenses. Pre-tax loss was $117

million for the first quarter of 2024 compared with a pre-tax

loss of $306 million for the first quarter of 2023.

Geographic Data

See Note 25 to the consolidated financial statements for a

summary of our total net revenues and pre-tax earnings by

geographic region.

Balance Sheet and Funding Sources

Balance Sheet Management

One of our risk management disciplines is our ability to

manage the size and composition of our balance sheet. While

our asset base changes due to client activity, market

fluctuations and business opportunities, the size and

composition of our balance sheet also reflects factors,

including (i) our overall risk tolerance, (ii) the amount of

capital we hold and (iii) our funding profile, among other

factors. See “Capital Management and Regulatory Capital —

Capital Management” for information about our capital

management process.

Although our balance sheet fluctuates on a day-to-day basis,

our total assets at quarter-end are generally not materially

different from those occurring within our reporting periods.

In order to ensure appropriate risk management, we seek to

maintain a sufficiently liquid balance sheet and have

processes in place to dynamically manage our assets and

liabilities, which include (i) balance sheet planning, (ii)

balance sheet limits, (iii) monitoring of key metrics and (iv)

scenario analyses.

Balance Sheet Planning. We prepare a balance sheet plan

that combines our projected total assets and composition of

assets with our expected funding sources over a three-year

time horizon. This plan is reviewed quarterly and may be

adjusted in response to changing business needs or market

conditions. The objectives of this planning process are:

  • To develop our balance sheet projections, taking into

    account the general state of the financial markets and

    expected business activity levels, as well as regulatory

    requirements;

  • To allow Treasury and our independent risk oversight and

    control functions to objectively evaluate balance sheet limit

    requests from our revenue-producing units in the context

    of our overall balance sheet constraints, including our

    liability profile and capital levels, and key metrics; and

  • To inform the target amount, tenor and type of funding to

    raise, based on our projected assets and contractual

    maturities.

Treasury and our independent risk oversight and control

functions, along with our revenue-producing units, review

current and prior period information and expectations for the

year to prepare our balance sheet plan. The specific

information reviewed includes asset and liability size and

composition, limit utilization, risk and performance

measures, and capital usage.

Our consolidated balance sheet plan, including our balance

sheets by business, funding projections and projected key

metrics, is reviewed and approved by the Firmwide Asset

Liability Committee and the Firmwide Risk Appetite

Committee. See “Risk Management — Overview and

Structure of Risk Management” for an overview of our risk

management structure.

Balance Sheet Limits. The Firmwide Asset Liability

Committee and the Firmwide Risk Appetite Committee have

the responsibility to review and approve balance sheet limits.

These limits are set at levels which are close to actual

operating levels, rather than at levels which reflect our

maximum risk appetite, in order to ensure prompt escalation

and discussion among our revenue-producing units, Treasury

and our independent risk oversight and control functions on

a routine basis. Requests for changes in limits are evaluated

after giving consideration to their impact on our key metrics.

Compliance with limits is monitored by our revenue-

producing units and Treasury, as well as our independent

risk oversight and control functions.

Monitoring of Key Metrics. We monitor key balance sheet

metrics both by business and on a consolidated basis,

including asset and liability size and composition, limit

utilization and risk measures. We attribute assets to

businesses and review and analyze movements resulting from

new business activity, as well as market fluctuations.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

121 Goldman Sachs March 2024 Form 10-Q

Scenario Analyses. We conduct various scenario analyses,

including as part of the Comprehensive Capital Analysis and

Review (CCAR) and U.S. Dodd-Frank Wall Street Reform

and Consumer Protection Act Stress Tests (DFAST), as well

as our resolution and recovery planning. See “Capital

Management and Regulatory Capital — Capital

Management” for further information about these scenario

analyses. These scenarios cover short- and long-term time

horizons using various macroeconomic and firm-specific

assumptions, based on a range of economic scenarios. We use

these analyses to assist us in developing our longer-term

balance sheet management strategy, including the level and

composition of assets, funding and capital. Additionally,

these analyses help us develop approaches for maintaining

appropriate funding, liquidity and capital across a variety of

situations, including a severely stressed environment.

Balance Sheet Analysis and Metrics

As of March 2024, total assets in our consolidated balance

sheets were $1.70 trillion, an increase of $56.85 billion from

December 2023, reflecting increases in trading assets of

$30.21 billion (primarily due to increases in government

obligations, reflecting the impact of our and our clients’

activities), customer and other receivables of $27.92 billion

(primarily reflecting our clients' activities) and collateralized

agreements of $23.61 billion (reflecting the impact of our and

our clients’ activities), partially offset by a decrease in cash

and cash equivalents of $32.19 billion. See “Liquidity Risk

Management — Cash Flows” for further information about

cash and cash equivalents.

As of March 2024, total liabilities in our consolidated balance

sheets were $1.58 trillion, an increase of $55.21 billion from

December 2023, reflecting increases in customer and other

payables of $25.93 billion (primarily reflecting our clients'

activities), collateralized financings of $25.23 billion

(reflecting the impact of our and our clients’ activities), and

deposits of $12.25 billion (due to increases in consumer

deposits and private bank deposits, partially offset by

decreases in transaction banking deposits and brokered

certificates of deposit).

Our total securities sold under agreements to repurchase

(repurchase agreements), accounted for as collateralized

financings, were $267.48 billion as of March 2024 and

$249.89 billion as of December 2023, which were 9% higher

as of March 2024 and 21% higher as of December 2023 than

the average daily amount of repurchase agreements over the

respective quarters. As of March 2024, the increase in our

repurchase agreements relative to the average daily amount

of repurchase agreements during the quarter resulted from

higher levels of our and our clients’ activities at the end of the

period.

The level of our repurchase agreements fluctuates between

and within periods, primarily due to providing clients with

access to highly liquid collateral, such as certain government

and agency obligations, through collateralized financing

activities.

The table below presents information about our balance

sheet and leverage ratios.

 

As of

$ in millions

March 2024

December 2023

Total assets

$ 1,698,440

$ 1,641,594

Unsecured long-term borrowings

$ 233,919

$ 241,877

Total shareholders’ equity

$ 118,546

$ 116,905

Leverage ratio

14.3x

14.0x

Debt-to-equity ratio

2.0x

2.1x

In the table above:

  • The leverage ratio equals total assets divided by total

    shareholders’ equity and measures the proportion of equity

    and debt we use to finance assets. This ratio is different

    from the leverage ratios included in Note 20 to the

    consolidated financial statements.

  • The debt-to-equity ratio equals unsecured long-term

    borrowings divided by total shareholders’ equity.

The table below presents information about our

shareholders’ equity and book value per common share,

including the reconciliation of common shareholders’ equity

to tangible common shareholders’ equity.

 

As of

$ in millions, except per share amounts

March 2024

December 2023

Total shareholders’ equity

$ 118,546

$ 116,905

Preferred stock

(11,203)

(11,203)

Common shareholders’ equity

107,343

105,702

Goodwill

(5,897)

(5,916)

Identifiable intangible assets

(1,021)

(1,177)

Tangible common shareholders’ equity

$ 100,425

$ 98,609

Book value per common share

$ 321.10

$ 313.56

Tangible book value per common share

$ 300.40

$ 292.52

In the table above:

  • Tangible common shareholders’ equity is calculated as

    total shareholders’ equity less preferred stock, goodwill

    and identifiable intangible assets. We believe that tangible

    common shareholders’ equity is meaningful because it is a

    measure that we and investors use to assess capital

    adequacy. Tangible common shareholders’ equity is a non-

    GAAP measure and may not be comparable to similar non-

    GAAP measures used by other companies.

  • Book value per common share and tangible book value per

    common share are based on common shares outstanding

    and restricted stock units granted to employees with no

    future service requirements and not subject to performance

    or market conditions (collectively, basic shares) of 334.3

    million as of March 2024 and 337.1 million as of December

    2023. We believe that tangible book value per common

    share (tangible common shareholders’ equity divided by

    basic shares) is meaningful because it is a measure that we

    and investors use to assess capital adequacy. Tangible book

    value per common share is a non-GAAP measure and may

    not be comparable to similar non-GAAP measures used by

    other companies.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

Goldman Sachs March 2024 Form 10-Q 122

Funding Sources

Our primary sources of funding are deposits, collateralized

financings, unsecured short- and long-term borrowings, and

shareholders’ equity. We seek to maintain broad and

diversified funding sources globally across products,

programs, markets, currencies and creditors to avoid funding

concentrations.

The table below presents information about our funding

sources.

As of

$ in millions

    
 

March 2024

December 2023

Deposits

$ 440,662

36%

$ 428,417

36%

Collateralized financings

348,792

29%

323,564

27%

Unsecured short-term borrowings

78,603

6%

75,945

6%

Unsecured long-term borrowings

233,919

19%

241,877

21%

Total shareholders’ equity

118,546

10%

116,905

10%

Total

$ 1,220,522

100%

$ 1,186,708

100%

Our funding is primarily raised in U.S. dollar, Euro, British

pound and Japanese yen. We generally distribute our funding

products through our own sales force and third-party

distributors to a large, diverse creditor base in a variety of

markets in the Americas, Europe and Asia. We believe that

our relationships with our creditors are critical to our

liquidity. Our creditors include banks, governments,

securities lenders, corporations, pension funds, insurance

companies, mutual funds and individuals. We have imposed

various internal guidelines to monitor creditor concentration

across our funding programs.

Deposits. Our deposits provide us with a diversified source

of funding and reduce our reliance on wholesale funding. We

raise deposits, including savings, demand and time deposits,

from private bank clients, consumers, transaction banking

clients, other institutional clients, and through internal and

third-party broker-dealers. Substantially all of our deposits

are raised through Goldman Sachs Bank USA (GS Bank

USA), Goldman Sachs International Bank (GSIB) and

Goldman Sachs Bank Europe SE (GSBE).

The table below presents the types and sources of deposits.

$ in millions

Savings and Demand

Time

Total

As of March 2024

   

Consumer

$ 128,572

$ 44,953

$ 173,525

Private bank

93,737

7,524

101,261

Brokered certificates of deposit

41,844

41,844

Deposit sweep programs

31,049

31,049

Transaction banking

60,354

3,591

63,945

Other

1,629

27,409

29,038

Total

$ 315,341

$ 125,321

$ 440,662

As of December 2023

   

Consumer

$ 120,211

$ 36,903

$ 157,114

Private bank

86,457

6,855

93,312

Brokered certificates of deposit

46,860

46,860

Deposit sweep programs

31,916

31,916

Transaction banking

68,177

3,643

71,820

Other

1,568

25,827

27,395

Total

$ 308,329

$ 120,088

$ 428,417

In the table above:

  • Savings and demand accounts consist of money market

    deposit accounts, negotiable order of withdrawal accounts

    and demand deposit accounts that have no stated maturity

    or expiration date.

  • Time deposits had a weighted average maturity of

    approximately 0.7 years as of March 2024 and 0.6 years as

    of December 2023.

  • Consumer deposits consist of deposits from both Marcus

    and Apple Card customers.

  • Deposit sweep programs include contractual agreements

    with U.S. broker-dealers who sweep client cash to FDIC-

    insured deposits.

  • Transaction banking deposits consist of deposits that we

    raised through our cash management services business for

    corporate and other institutional clients.

  • Other deposits are substantially all from institutional

    clients.

  • Deposits insured by the FDIC were $231.44 billion as of

    March 2024 and $221.52 billion as of December 2023.

  • Deposits insured by non-U.S. insurance programs were

    $26.39 billion as of March 2024 and $26.00 billion as of

    December 2023.

See Note 13 to the consolidated financial statements for

further information about our deposits, including a maturity

profile of our time deposits.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

123 Goldman Sachs March 2024 Form 10-Q

Secured Funding. We fund a significant amount of

inventory and a portion of investments on a secured basis.

Secured funding includes collateralized financings in the

consolidated balance sheets. See Note 11 to the consolidated

financial statements for further information about our

collateralized financings, including its maturity profile. We

may also pledge our inventory and investments as collateral

for securities borrowed under a securities lending agreement.

We also use our own inventory and investments to cover

transactions in which we or our clients have sold securities

that have not yet been purchased. Secured funding is less

sensitive to changes in our credit quality than unsecured

funding, due to our posting of collateral to our lenders.

Nonetheless, we analyze the refinancing risk of our secured

funding activities, taking into account trade tenors, maturity

profiles, counterparty concentrations, collateral eligibility

and counterparty rollover probabilities. We seek to mitigate

our refinancing risk by executing term trades with staggered

maturities, diversifying counterparties, raising excess secured

funding and pre-funding residual risk through our GCLA.

We seek to raise secured funding with a term appropriate for

the liquidity of the assets that are being financed, and we seek

longer maturities for secured funding collateralized by asset

classes that may be harder to fund on a secured basis,

especially during times of market stress. Our secured funding,

excluding funding collateralized by liquid government and

agency obligations, is primarily executed for tenors of one

month or greater and is primarily executed through term

repurchase agreements and securities loaned contracts.

Assets that may be harder to fund on a secured basis during

times of market stress include certain financial instruments in

the following categories: mortgage- and other asset-backed

loans and securities, non-investment-grade corporate debt

securities, equity securities and emerging market securities.

We also raise financing through other types of collateralized

financings, such as secured loans and notes. GS Bank USA

has access to funding from the Federal Home Loan Bank. We

had no outstanding borrowings from the Federal Home Loan

Bank as of both March 2024 and December 2023.

Additionally, we have access to funding through the Federal

Reserve discount window, but we do not rely on this funding

in our liquidity planning and stress testing.

Unsecured Short-Term Borrowings. A significant portion

of our unsecured short-term borrowings was originally long-

term debt that is scheduled to mature within one year of the

reporting date. We use unsecured short-term borrowings,

including U.S. and non-U.S. hybrid financial instruments and

commercial paper, to finance liquid assets and for other cash

management purposes. In accordance with regulatory

requirements, Group Inc. does not issue debt with an original

maturity of less than one year, other than to its subsidiaries.

See Note 14 to the consolidated financial statements for

further information about our unsecured short-term

borrowings.

Unsecured Long-Term Borrowings. Unsecured long-term

borrowings, including structured notes, are raised through

syndicated U.S. registered offerings, U.S. registered and Rule

144A medium-term note programs, offshore medium-term

note offerings and other debt offerings. We issue in different

tenors, currencies and products to maximize the

diversification of our investor base.

The table below presents our quarterly unsecured long-term

borrowings maturity profile.

$ in millions

First

Quarter

Second

Quarter

Third

Quarter

Fourth

Quarter

Total

As of March 2024

     

2025

$ –

$ 15,149

$ 7,396

$ 10,750

$ 33,295

2026

$ 7,945

$ 5,335

$ 7,580

$ 9,406

30,266

2027

$ 12,783

$ 3,263

$ 6,875

$ 12,236

35,157

2028

$ 11,377

$ 6,244

$ 4,704

$ 6,572

28,897

2029

$ 4,498

$ 8,175

$ 3,067

$ 10,115

25,855

2030 - thereafter

    

80,449

Total

    

$ 233,919

The weighted average maturity of our unsecured long-term

borrowings as of March 2024 was approximately six years.

To mitigate refinancing risk, we seek to limit the principal

amount of debt maturing over the course of any monthly,

quarterly, semi-annual or annual time horizon. We enter into

interest rate swaps to convert a portion of our unsecured

long-term borrowings into floating-rate obligations to

manage our exposure to interest rates. See Note 14 to the

consolidated financial statements for further information

about our unsecured long-term borrowings.

Shareholders’ Equity. Shareholders’ equity is a stable and

perpetual source of funding. See Note 19 to the consolidated

financial statements for further information about our

shareholders’ equity.

Capital Management and Regulatory Capital

Capital adequacy is of critical importance to us. We have in

place a comprehensive capital management policy that

provides a framework, defines objectives and establishes

guidelines to assist us in maintaining the appropriate level

and composition of capital in both business-as-usual and

stressed conditions.

Capital Management

We determine the appropriate amount and composition of

our capital by considering multiple factors, including our

current and future regulatory capital requirements, the results

of our capital planning and stress testing process, the results

of resolution capital models and other factors, such as rating

agency guidelines, subsidiary capital requirements, the

business environment and conditions in the financial

markets.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

Goldman Sachs March 2024 Form 10-Q 124

We manage our capital requirements and the levels of our

capital usage principally by setting limits on the balance sheet

and/or limits on risk, in each case at both the firmwide and

business levels.

We principally manage the level and composition of our

capital through issuances and repurchases of our common

stock.

We may issue, redeem or repurchase our preferred stock and

subordinated debt or other forms of capital as business

conditions warrant. Prior to such redemptions or

repurchases, we must receive approval from the FRB. See

Notes 14 and 19 to the consolidated financial statements for

further information about our subordinated debt and

preferred stock.

Capital Planning and Stress Testing Process. As part of

capital planning, we project sources and uses of capital given

a range of business environments, including stressed

conditions. Our stress testing process is designed to identify

and measure material risks associated with our business

activities, including market risk, credit risk, operational risk

and liquidity risk, as well as our ability to generate revenues.

Our capital planning process incorporates an internal capital

adequacy assessment with the objective of ensuring that we

are appropriately capitalized relative to the risks in our

businesses. We incorporate stress scenarios into our capital

planning process with a goal of holding sufficient capital to

ensure we remain adequately capitalized after experiencing a

severe stress event. Our assessment of capital adequacy is

viewed in tandem with our assessment of liquidity adequacy

and is integrated into our overall risk management structure,

governance and policy framework.

Our stress tests incorporate our internally designed stress

scenarios, including our internally developed severely adverse

scenario, and those required by the FRB, and are designed to

capture our specific vulnerabilities and risks. We provide

further information about our stress test processes and a

summary of the results on our website as described in

“Available Information.”

As required by the FRB’s CCAR rules, we submit an annual

capital plan for review by the FRB. The purpose of the FRB’s

review is to ensure that we have a robust, forward-looking

capital planning process that accounts for our unique risks

and that permits continued operation during times of

economic and financial stress.

The FRB evaluates us based, in part, on whether we have the

capital necessary to continue operating under the baseline

and severely adverse scenarios provided by the FRB and those

developed internally. This evaluation also takes into account

our process for identifying risk, our controls and governance

for capital planning, and our guidelines for making capital

planning decisions. In addition, the FRB evaluates our plan to

make capital distributions (i.e., dividend payments and

repurchases or redemptions of stock, subordinated debt or

other capital securities) and issue capital, across the range of

macroeconomic scenarios and firm-specific assumptions. The

FRB determines the stress capital buffer (SCB) applicable to

us based on its own annual stress test. The SCB under the

Standardized approach is calculated as (i) the difference

between our starting and minimum projected CET1 capital

ratios under the supervisory severely adverse scenario and (ii)

our planned common stock dividends for each of the fourth

through seventh quarters of the planning horizon, expressed

as a percentage of risk-weighted assets (RWAs).

Based on our 2023 CCAR submission, the FRB reduced our

SCB from 6.3% to 5.5%, resulting in a Standardized CET1

capital ratio requirement of 13.0% for the period from

October 1, 2023 through September 30, 2024. See “Share

Repurchase Program” for further information about common

stock repurchases and dividends and “Consolidated

Regulatory Capital” for further information about the global

systemically important bank (G-SIB) surcharge. We

submitted our 2024 CCAR capital plan to the FRB in April

2024 and expect to publish a summary of our annual DFAST

results in June 2024. See “Available Information.”

GS Bank USA is required to conduct stress tests on an annual

basis and publish a summary of certain results. GS Bank USA

submitted its 2024 DFAST capital plan to the FRB in April

2024 and expects to publish a summary of its annual DFAST

results in June 2024. See “Available Information.”

Goldman Sachs International (GSI), GSIB and GSBE also

have their own capital planning and stress testing processes,

which incorporate internally designed stress tests developed

in accordance with the guidelines of their respective

regulators.

Contingency Capital Plan. As part of our comprehensive

capital management policy, we maintain a contingency

capital plan. Our contingency capital plan provides a

framework for analyzing and responding to a perceived or

actual capital deficiency, including, but not limited to,

identification of drivers of a capital deficiency, as well as

mitigants and potential actions. It outlines the appropriate

communication procedures to follow during a crisis period,

including internal dissemination of information, as well as

timely communication with external stakeholders.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

125 Goldman Sachs March 2024 Form 10-Q

Capital Attribution. We assess the capital usage of each of

our businesses based on our attributed equity framework.

This framework considers many factors, including our

internal assessment of risks as well as the regulatory capital

requirements related to our business activities.

We review and make any necessary adjustments to our

attributed equity in January each year, to reflect, among

other things, our most recent stress test results and changes to

our regulatory capital requirements. On January 1, 2024, our

allocation of attributed equity changed (relative to the

allocation as of December 2023) as follows: attributed equity

increased by approximately $1.6 billion for Platform

Solutions, while attributed equity decreased by

approximately $1.2 billion for Asset & Wealth Management

and approximately $0.4 billion for Global Banking &

Markets. See “Results of Operations — Segment Assets and

Operating Results — Segment Operating Results” for

information about our average quarterly attributed equity by

segment.

Share Repurchase Program. We use our share repurchase

program to help maintain the appropriate level of common

equity. On an annual basis, we submit a Board of Directors

of Group Inc. (Board) approved capital plan to the Federal

Reserve, which includes planned share repurchases for each

quarter. The share repurchases are effected primarily through

regular open-market purchases (which may include

repurchase plans designed to comply with Rule 10b5-1 and

accelerated share repurchases), the amounts and timing of

which are determined primarily by our current and projected

capital position, and capital deployment opportunities, but

which may also be influenced by general market conditions

and the prevailing price and trading volumes of our common

stock.

In February 2023, the Board approved a share repurchase

program authorizing repurchases of up to $30 billion of our

common stock. The program has no set expiration or

termination date. See “Unregistered Sales of Equity Securities

and Use of Proceeds” in Part II, Item 2 of this Form 10-Q and

Note 19 to the consolidated financial statements for further

information about our share repurchase program, and see

above for information about our capital planning and stress

testing process.

During the first quarter of 2024, we returned a total of $2.43

billion of capital to common shareholders, including $1.50

billion of common share repurchases and $929 million of

common stock dividends. Consistent with our capital

management philosophy, we will continue prioritizing

deployment of capital for our clients where returns are

attractive and distribute any excess capital to shareholders

through dividends and share repurchases.

We are subject to a one percent non-deductible federal excise

tax (buyback tax) that is applicable to the fair market value

of certain corporate share repurchases. The fair market value

of share repurchases subject to the tax is reduced by the fair

market value of any applicable stock issued during the

calendar year, including stock issued to employees. The

buyback tax did not have a material impact on our financial

condition, results of operations or cash flows for the three

months ended March 2024.

Resolution Capital Models. In connection with our

resolution planning efforts, we have established a Resolution

Capital Adequacy and Positioning framework, which is

designed to ensure that our major subsidiaries (GS Bank

USA, Goldman Sachs & Co. LLC (GS&Co.), GSI, GSIB,

GSBE, Goldman Sachs Japan Co., Ltd. (GSJCL), Goldman

Sachs Asset Management, L.P. and Goldman Sachs Asset

Management International) have access to sufficient loss-

absorbing capacity (in the form of equity, subordinated debt

and unsecured senior debt) so that they are able to wind

down following a Group Inc. bankruptcy filing in accordance

with our preferred resolution strategy.

In addition, we have established a triggers and alerts

framework, which is designed to provide the Board with

information needed to make an informed decision on

whether and when to commence bankruptcy proceedings for

Group Inc.

Rating Agency Guidelines

The credit rating agencies assign credit ratings to the

obligations of Group Inc., which directly issues or guarantees

substantially all of our senior unsecured debt obligations.

GS&Co. and GSI have been assigned long- and short-term

issuer ratings by certain credit rating agencies. GS Bank USA,

GSIB and GSBE have also been assigned long- and short-term

issuer ratings, as well as ratings on their long- and short-term

bank deposits. In addition, credit rating agencies have

assigned ratings to debt obligations of certain other

subsidiaries of Group Inc.

The level and composition of our capital are among the many

factors considered in determining our credit ratings. Each

agency has its own definition of eligible capital and

methodology for evaluating capital adequacy, and

assessments are generally based on a combination of factors

rather than a single calculation. See “Risk Management —

Liquidity Risk Management — Credit Ratings” for further

information about credit ratings of Group Inc., GS Bank

USA, GSIB, GSBE, GS&Co. and GSI.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

Goldman Sachs March 2024 Form 10-Q 126

Consolidated Regulatory Capital

We are subject to consolidated regulatory capital

requirements which are calculated in accordance with the

regulations of the FRB (Capital Framework). Under the

Capital Framework, we are an “Advanced approaches”

banking organization and have been designated as a G-SIB. In

managing our capital, we consider a number of different

capital requirements, the most binding of which can vary

over time. As of March 2024, our most binding capital

constraint was the supplementary leverage ratio requirement.

The capital requirements calculated under the Capital

Framework include the capital conservation buffer

requirements, which are comprised of a 2.5% buffer (under

the Advanced Capital Rules), the SCB (under the

Standardized Capital Rules), a countercyclical capital buffer

(under both Capital Rules) and the G-SIB surcharge (under

both Capital Rules). Our G-SIB surcharge is 3.0% for both

2024 and 2025. Based on financial data for 2023, we are in the

3.5% G-SIB surcharge threshold range. The earliest this

surcharge could be effective is January 2026. The G-SIB

surcharge and countercyclical capital buffer in the future may

differ due to additional guidance from our regulators and/or

positional changes, and our SCB is likely to change from year

to year based on the results of the annual supervisory stress

tests. Our target is to maintain capital ratios equal to the

regulatory requirements plus a buffer of 50 to 100 basis

points.

See Note 20 to the consolidated financial statements for

further information about our risk-based capital ratios and

leverage ratios, and the Capital Framework.

Total Loss-Absorbing Capacity (TLAC)

We are also subject to the FRB’s TLAC and related

requirements. Failure to comply with the TLAC and related

requirements would result in restrictions being imposed by

the FRB and could limit our ability to repurchase shares, pay

dividends and make certain discretionary compensation

payments.

The table below presents TLAC and external long-term debt

requirements.

 

As of

 

March

2024

December 2023

TLAC to RWAs

22.0%

22.0%

TLAC to leverage exposure

9.5%

9.5%

External long-term debt to RWAs

9.0%

9.0%

External long-term debt to leverage exposure

4.5%

4.5%

In the table above:

  • The TLAC to RWAs requirement included (i) the 18%

    minimum, (ii) the 2.5% buffer, (iii) the countercyclical

    capital buffer, which the FRB has set to zero percent and

    • (iv) the 1.5% G-SIB surcharge (Method 1).
  • The TLAC to leverage exposure requirement includes (i)

    the 7.5% minimum and (ii) the 2.0% leverage exposure

    buffer.

    • The external long-term debt to RWAs requirement

      includes (i) the 6% minimum and (ii) the 3.0% G-SIB

      surcharge (Method 2).

    • The external long-term debt to total leverage exposure is

      the 4.5% minimum.

The table below presents information about our TLAC and

external long-term debt ratios.

 

For the Three Months

Ended or as of

$ in millions

March 2024

December 2023

TLAC

$ 271,236

$ 278,188

External long-term debt

$ 147,000

$ 154,300

RWAs

$ 695,174

$ 692,737

Leverage exposure

$ 2,069,703

$ 1,995,756

TLAC to RWAs

39.0%

40.2%

TLAC to leverage exposure

13.1%

13.9%

External long-term debt to RWAs

21.1%

22.3%

External long-term debt to leverage exposure

7.1%

7.7%

In the table above:

  • TLAC includes common and preferred stock, and eligible

    long-term debt issued by Group Inc. Eligible long-term

    debt represents unsecured debt, which has a remaining

    maturity of at least one year and satisfies additional

    requirements.

  • External long-term debt consists of eligible long-term debt

    subject to a haircut if it is due to be paid between one and

    two years.

  • In accordance with the TLAC rules, the higher of

    Standardized or Advanced RWAs are used in the

    calculation of TLAC and external long-term debt ratios

    and applicable requirements. RWAs represent Standardized

    RWAs as of both March 2024 and December 2023.

  • Leverage exposure consists of average adjusted total assets

    and certain off-balance sheet exposures.

See “Business — Regulation” in Part I, Item 1 of the 2023

Form 10-K for further information about TLAC.

Subsidiary Capital Requirements

Many of our subsidiaries, including our bank and broker-

dealer subsidiaries, are subject to separate regulation and

capital requirements of the jurisdictions in which they

operate.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

127 Goldman Sachs March 2024 Form 10-Q

Bank Subsidiaries. GS Bank USA is our primary U.S.

banking subsidiary and GSIB and GSBE are our primary non-

U.S. banking subsidiaries. These entities are subject to

regulatory capital requirements. See Note 20 to the

consolidated financial statements for further information

about the regulatory capital requirements for GS Bank USA.

  • GSIB. GSIB is our U.K. bank subsidiary regulated by the

    Prudential Regulation Authority (PRA) and the Financial

    Conduct Authority (FCA). GSIB is subject to the U.K.

    capital framework, which is largely based on the Basel

    Committee on Banking Supervision’s (Basel Committee)

    capital framework for strengthening international capital

    standards (Basel III). The eligible retail deposits of GSIB

    are covered by the U.K. Financial Services Compensation

    Scheme to the extent provided by law.

    The table below presents GSIB’s risk-based capital

    requirements.

 

As of

 

March 2024

December 2023

Risk-based capital requirements

  

CET1 capital ratio

10.1%

10.1%

Tier 1 capital ratio

12.4%

12.4%

Total capital ratio

15.4%

15.4%

The table below presents information about GSIB’s risk-

based capital ratios.

 

As of

$ in millions

March 2024

December 2023

Risk-based capital and risk-weighted assets

  

CET1 capital

$ 4,033

$ 3,936

Tier 1 capital

$ 4,033

$ 3,936

Tier 2 capital

$ 826

$ 826

Total capital

$ 4,859

$ 4,762

RWAs

$ 17,330

$ 16,546

Risk-based capital ratios

  

CET1 capital ratio

23.3%

23.8%

Tier 1 capital ratio

23.3%

23.8%

Total capital ratio

28.0%

28.8%

In the table above, the risk-based capital ratios as of March

2024 reflected profits that are still subject to annual audit

by GSIB’s external auditors and approval by GSIB’s Board

of Directors for inclusion in risk-based capital. These

profits contributed 65 basis points to the CET1 capital

ratio as of March 2024.

The table below presents GSIB’s leverage ratio requirement

and leverage ratio.

 

As of

 

March

2024

December 2023

Leverage ratio requirement

3.6%

3.6%

Leverage ratio

6.4%

7.4%

In the table above, the leverage ratio as of March 2024

reflected profits that are still subject to annual audit by

GSIB’s external auditors and approval by GSIB’s Board of

Directors for inclusion in risk-based capital. These profits

contributed 18 basis points to the leverage ratio as of

March 2024.

GSIB is subject to minimum reserve requirements at central

banks in certain of the jurisdictions in which it operates. As

of both March 2024 and December 2023, GSIB was in

compliance with these requirements.

  • GSBE. GSBE is our German bank subsidiary supervised by

    the European Central Bank, BaFin and Deutsche

    Bundesbank. GSBE is a non-U.S. banking subsidiary of GS

    Bank USA and is also subject to standalone regulatory

    capital requirements noted below. GSBE is subject to the

    capital requirements prescribed in the amended E.U.

    Capital Requirements Directive (CRD) and E.U. Capital

    Requirements Regulation (CRR), which are largely based

    on Basel III. The deposits of GSBE are covered by the

    German statutory deposit protection program to the extent

    provided by law. In addition, GSBE has elected to

    participate in the German voluntary deposit protection

    program which provides further insurance for certain

    eligible deposits beyond the coverage of the German

    statutory deposit program.

    The table below presents GSBE’s risk-based capital

    requirements.

 

As of

 

March 2024

December 2023

Risk-based capital requirements

  

CET1 capital ratio

10.2%

10.0%

Tier 1 capital ratio

12.2%

12.1%

Total capital ratio

14.9%

14.8%

The table below presents information about GSBE’s risk-

based capital ratios.

 

As of

$ in millions

March 2024

December 2023

Risk-based capital and risk-weighted assets

  

CET1 capital

$ 14,015

$ 14,143

Tier 1 capital

$ 14,015

$ 14,143

Tier 2 capital

$ 22

$ 22

Total capital

$ 14,037

$ 14,165

RWAs

$ 45,203

$ 39,746

Risk-based capital ratios

CET1 capital ratio

31.0%

35.6%

Tier 1 capital ratio

31.0%

35.6%

Total capital ratio

31.1%

35.6%

In the table above, the risk-based capital ratios as of March

2024 reflected profits that are still subject to annual audit

by GSBE’s external auditors and approval by GSBE’s

shareholder (GS Bank USA) for inclusion in risk-based

capital. These profits contributed 166 basis points to the

CET1 capital ratio as of March 2024.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

Goldman Sachs March 2024 Form 10-Q 128

The table below presents GSBE’s leverage ratio

requirement and leverage ratio.

 

As of

 

March 2024

December 2023

Leverage ratio requirement

3.0%

3.0%

Leverage ratio

9.4%

11.3%

In the table above, the leverage ratio as of March 2024

reflected profits that are still subject to annual audit by

GSBE’s external auditors and approval by GSBE’s

shareholder (GS Bank USA) for inclusion in risk-based

capital. These profits contributed 69 basis points to the

leverage ratio as of March 2024.

GSBE is subject to minimum reserve requirements at

central banks in certain of the jurisdictions in which it

operates. As of both March 2024 and December 2023,

GSBE was in compliance with these requirements.

GSBE is a registered swap dealer with the CFTC and a

registered security-based swap dealer with the SEC. As of

both March 2024 and December 2023, GSBE was subject to

and in compliance with applicable capital requirements for

swap dealers and security-based swap dealers.

U.S. Regulated Broker-Dealer Subsidiaries. GS&Co.,

our primary U.S. regulated broker-dealer subsidiary, is also a

registered futures commission merchant and a registered

swap dealer with the CFTC, and a registered security-based

swap dealer with the SEC, and therefore is subject to

regulatory capital requirements imposed by the SEC, the

Financial Industry Regulatory Authority, Inc., the CFTC, the

Chicago Mercantile Exchange and the National Futures

Association. Rule 15c3-1 of the SEC and Rules 1.17 and Part

23 Subpart E of the CFTC specify uniform minimum net

capital requirements, as defined, for their registrants, and

also effectively require that a significant part of the

registrants’ assets be kept in relatively liquid form. GS&Co.

has elected to calculate its SEC minimum capital

requirements in accordance with the “Alternative Net Capital

Requirement” as permitted by Rule 15c3-1 of the SEC.

GS&Co. had regulatory net capital, as defined by Rule

15c3-1 of the SEC, of $21.15 billion as of March 2024 and

$20.25 billion as of December 2023, which exceeded the

greater of the minimum amounts required under Rule 15c3-1

of the SEC and Rules 1.17 and Part 23 Subpart E of the CFTC

by $15.93 billion as of March 2024 and $15.07 billion as of

December 2023. In addition to its alternative minimum net

capital requirements, GS&Co. is also required to hold

tentative net capital in excess of $5 billion and net capital in

excess of $1 billion in accordance with Rule 15c3-1. GS&Co.

is also required to notify the SEC in the event that its

tentative net capital is less than $6 billion. As of both March

2024 and December 2023, GS&Co. had tentative net capital

and net capital in excess of both the minimum and the

notification requirements.

Non-U.S. Regulated Broker-Dealer Subsidiaries. Our

principal non-U.S. regulated broker-dealer subsidiaries

include GSI and GSJCL.

GSI, our U.K. broker-dealer, is regulated by the PRA and the

FCA. GSI is subject to the U.K. capital framework, which is

largely based on Basel III.

The table below presents GSI’s risk-based capital

requirements.

 

As of

 

March

2024

December 2023

Risk-based capital requirements

  

CET1 capital ratio

9.1%

9.1%

Tier 1 capital ratio

11.1%

11.0%

Total capital ratio

13.7%

13.7%

The table below presents information about GSI’s risk-based

capital ratios.

 

As of

$ in millions

March 2024

December 2023

Risk-based capital and risk-weighted assets

  

CET1 capital

$ 32,374

$ 32,403

Tier 1 capital

$ 37,874

$ 37,903

Tier 2 capital

$ 6,877

$ 6,877

Total capital

$ 44,751

$ 44,780

RWAs

$ 273,151

$ 257,956

Risk-based capital ratios

  

CET1 capital ratio

11.9%

12.6%

Tier 1 capital ratio

13.9%

14.7%

Total capital ratio

16.4%

17.4%

In the table above, the risk-based capital ratios as of March

2024 excluded GSI's profits for the first quarter of 2024, all of

which are expected to be distributed as dividends in the

future, subject to approval by GSI’s Board of Directors after

verification by GSI's external auditors.

The table below presents GSI’s leverage ratio requirement

and leverage ratio.

 

As of

 

March

2024

December 2023

Leverage ratio requirement

3.6%

3.5%

Leverage ratio

4.5%

4.9%

In the table above, the leverage ratio as of March 2024

excluded GSI's profits for the first quarter of 2024, all of

which are expected to be distributed as dividends in the

future, subject to approval by GSI's Board of Directors after

verification by GSI's external auditors.

GSI is a registered swap dealer with the CFTC and a

registered security-based swap dealer with the SEC. As of

both March 2024 and December 2023, GSI was subject to and

in compliance with applicable capital requirements for swap

dealers and security-based swap dealers.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

129 Goldman Sachs March 2024 Form 10-Q

GSJCL, our Japanese broker-dealer, is regulated by Japan’s

Financial Services Agency. GSJCL and certain other non-U.S.

subsidiaries are also subject to capital requirements

promulgated by authorities of the countries in which they

operate. As of both March 2024 and December 2023, these

subsidiaries were in compliance with their local capital

requirements.

Regulatory and Other Matters

Our businesses are subject to extensive regulation and

supervision worldwide. Regulations have been adopted or are

being considered by regulators and policy makers worldwide.

Given that many of the new and proposed rules are highly

complex, the full impact of regulatory reform will not be

known until the rules are implemented and market practices

develop under the final regulations.

See “Business — Regulation” in Part I, Item 1 of the 2023

Form 10-K for further information about the laws, rules and

regulations and proposed laws, rules and regulations that

apply to us and our operations.

Other Matters

The Enhancement and Standardization of Climate-

Related Disclosures for Investors. In March 2024, the

SEC adopted final rules requiring registrants to provide

certain climate-related disclosures, including Scope 1 and

Scope 2 greenhouse gas emissions to the extent they are

material. These rules require certain disclosures related to

severe weather events and other natural conditions in the

notes to audited financial statements. These disclosures are

required to be phased-in over multiple years beginning with

fiscal year 2025 for large accelerated filers like us. However,

the SEC has stayed the implementation of these rules,

pending the outcome of litigation challenging the rules.

Off-Balance Sheet Arrangements

In the ordinary course of business, we enter into various types

of off-balance sheet arrangements. Our involvement in these

arrangements can take many different forms, including:

  • Purchasing or retaining residual and other interests in

    special purpose entities, such as mortgage-backed and

    other asset-backed securitization vehicles;

  • Holding senior and subordinated debt, interests in limited

    and general partnerships, and preferred and common stock

    in other nonconsolidated vehicles;

  • Entering into interest rate, foreign currency, equity,

    commodity and credit derivatives, including total return

    swaps; and

  • Providing guarantees, indemnifications, commitments,

    letters of credit and representations and warranties.

We enter into these arrangements for a variety of business

purposes, including securitizations. The securitization

vehicles that purchase mortgages, corporate bonds and other

types of financial assets are critical to the functioning of

several significant investor markets, including the mortgage-

backed and other asset-backed securities markets, since they

offer investors access to specific cash flows and risks created

through the securitization process.

We also enter into these arrangements to underwrite client

securitization transactions; provide secondary market

liquidity; make investments in performing and

nonperforming debt, distressed loans, power-related assets,

equity securities, real estate and other assets; and provide

investors with credit-linked and asset-repackaged notes.

The table below presents where information about our

various off-balance sheet arrangements may be found in this

Form 10-Q. In addition, see Note 3 to the consolidated

financial statements for information about our consolidation

policies.

Off-Balance Sheet Arrangement

Disclosure in Form 10-Q

Variable interests and other

obligations, including contingent

obligations, arising from variable

interests in nonconsolidated

See Note 17 to the consolidated

financial statements.

Guarantees, and lending and other

commitments

See Note 18 to the consolidated

financial statements.

Derivatives

See “Risk Management —

Credit Risk Management —

Credit Exposures — OTC

variable interest entities

Derivatives” and Notes 4, 5, 7

and 18 to the consolidated

financial statements.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

Goldman Sachs March 2024 Form 10-Q 130

Risk Management

Risks are inherent in our businesses and include liquidity,

market, credit, operational, cybersecurity, model, legal,

compliance, conduct, regulatory and reputational risks. For

further information about our risk management processes,

see “Overview and Structure of Risk Management,” and for

information about our areas of risk, see “Liquidity Risk

Management,” “Market Risk Management,” “Credit Risk

Management,” “Operational Risk Management,”

“Cybersecurity Risk Management,” “Model Risk

Management” and “Other Risk Management,” as well as

“Risk Factors” in Part I, Item 1A of the 2023 Form 10-K.

Overview and Structure of Risk Management

Overview

We believe that effective risk management is critical to our

success. Accordingly, we have established an enterprise risk

management framework that employs a comprehensive,

integrated approach to risk management and is designed to

enable comprehensive risk management processes through

which we identify, assess, monitor and manage the risks we

assume in conducting our activities. Our risk management

structure is built around three core components: governance,

processes and people.

Governance. Risk management governance starts with the

Board, which both directly and through its committees,

including its Risk Committee, oversees our risk management

policies and practices implemented through the enterprise

risk management framework. The Board is also responsible

for the annual review and approval of our risk appetite

statement. The risk appetite statement describes the levels

and types of risk we are willing to accept or to avoid in order

to achieve our objectives included in our strategic business

plan, while remaining in compliance with regulatory

requirements. The Board reviews our strategic business plan

and is ultimately responsible for overseeing and providing

direction about our strategy and risk appetite.

The Board, including through its committees, receives regular

briefings on firmwide risks, including liquidity risk, market

risk, credit risk, operational risk, cybersecurity risk, model

risk and climate risk, from our independent risk oversight

and control functions, including our chief risk officer, on

cybersecurity threats and risks from our chief information

security officer (CISO), on compliance risk and conduct risk

from our chief compliance officer, on legal and regulatory

enforcement matters from our chief legal officer, and on

other matters impacting our reputation from the chair and/or

vice-chairs of our Firmwide Reputational Risk Committee.

The chief risk officer reports to our chief executive officer

and to the Risk Committee of the Board. As part of the

review of the firmwide risk portfolio, the chief risk officer

regularly advises the Risk Committee of the Board of relevant

risk metrics and material exposures, including risk limits and

thresholds established in our risk appetite statement.

The implementation of our risk governance structure and

core risk management processes is overseen by Enterprise

Risk, which reports to our chief risk officer, and is

responsible for ensuring that our enterprise risk management

framework provides the Board, our risk committees and

senior management with a consistent and integrated

approach to managing our various risks in a manner

consistent with our risk appetite.

Our revenue-producing units, as well as Treasury,

Engineering, Human Capital Management, Corporate and

Workplace Solutions, and Corporate Planning &

Management, are considered our first line of defense. They

are accountable for the outcomes of our risk-generating

activities, as well as for assessing and managing those risks

within our risk appetite.

Our independent risk oversight and control functions are

considered our second line of defense and provide

independent assessment, oversight and challenge of the risks

taken by our first line of defense, as well as lead and

participate in risk committees. Independent risk oversight

and control functions include Compliance, Conflicts

Resolution, Controllers, Legal, Risk and Tax.

Internal Audit is considered our third line of defense, and our

director of Internal Audit reports to the Audit Committee of

the Board and administratively to our chief executive officer.

Internal Audit includes professionals with a broad range of

audit and industry experience, including risk management

expertise. Internal Audit is responsible for independently

assessing and validating the effectiveness of key controls,

including those within the risk management framework, and

providing timely reporting to the Audit Committee of the

Board, senior management and regulators.

The three lines of defense structure promotes the

accountability of first line risk takers, provides a framework

for effective challenge by the second line and empowers

independent review from the third line.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

131 Goldman Sachs March 2024 Form 10-Q

Processes. We maintain various processes that are critical

components of our risk management framework, including

(i) risk identification and control assessment, (ii) risk

appetite, limits, thresholds and alerts setting, (iii) risk

metrics, reporting and monitoring, and (iv) risk decision-

making.

• Risk Identification and Control Assessment. We

believe the identification of our risks and related control

assessment is a critical step in providing our Board and

senior management transparency and insight into the range

and materiality of our risks. We have a comprehensive data

collection process, including firmwide policies and

procedures that require all employees to report and escalate

risk events. Our approach for risk identification and

control assessment is comprehensive across all risk types, is

dynamic and forward-looking to reflect and adapt to our

changing risk profile and business environment, leverages

subject matter expertise, and allows for prioritization of

our most critical risks. This approach also encompasses

our control assessment, led by our second line of defense,

to review and challenge the control environment to help

ensure it supports our strategic business plan.

To effectively assess our risks, we maintain a daily

discipline of marking substantially all of our inventory to

current market levels. We carry our inventory at fair value,

with changes in valuation reflected immediately in our risk

management systems and in net revenues. We do so

because we believe this discipline is one of the most

effective tools for assessing and managing risk and that it

provides transparent and realistic insight into our inventory

exposures.

An important part of our risk management process is

firmwide stress testing. It allows us to quantify our

exposure to tail risks, highlight potential loss

concentrations, undertake risk/reward analysis, and assess

and mitigate our risk positions. Firmwide stress tests are

performed on a regular basis and are designed to ensure a

comprehensive analysis of our vulnerabilities and

idiosyncratic risks combining financial and nonfinancial

risks, including, but not limited to, credit, market, liquidity

and funding, operational and compliance, climate,

strategic, systemic and emerging risks into a single

combined scenario. We also perform ad hoc stress tests in

anticipation of market events or conditions. Stress tests are

also used to assess capital adequacy as part of our capital

planning and stress testing process. See “Capital

Management and Regulatory Capital — Capital

Management” for further information.

• Risk Appetite, Limits, Thresholds and Alerts Setting.

We apply a framework of limits and thresholds to control

and monitor risk across transactions, products, businesses

and markets. The Board, directly or indirectly through its

Risk Committee, approves limits, thresholds and alerts

included in our risk appetite statement at firmwide,

business and product levels. In addition, the Firmwide Risk

Appetite Committee, through delegated authority from the

Firmwide Enterprise Risk Committee, is responsible for

approving our risk limits, thresholds and alerts policy,

subject to the overall limits approved by the Risk

Committee of the Board, and monitoring these limits.

The Firmwide Risk Appetite Committee is responsible for

approving limits at firmwide, business and product levels.

Certain limits may be set at levels that will require periodic

adjustment, rather than at levels that reflect our maximum

risk appetite. This fosters an ongoing dialogue about risk

among our first and second lines of defense, committees

and senior management, as well as rapid escalation of risk-

related matters. Additionally, through delegated authority

from the Firmwide Risk Appetite Committee, Market Risk

sets limits at certain product and desk levels, and Credit

Risk sets limits for individual counterparties and their

subsidiaries, industries and countries. Limits are reviewed

regularly and amended on a permanent or temporary basis

to reflect changes to our strategic business plan, as well as

changing market conditions, business conditions or risk

tolerance.

• Risk Metrics, Reporting and Monitoring. Effective risk

reporting and risk decision-making depends on our ability

to get the right information to the right people at the right

time. As such, we focus on the rigor and effectiveness of

our risk systems, with the objective of ensuring that our

risk management technology systems provide us with

complete, accurate and timely information. Our risk

metrics, reporting and monitoring processes are designed to

take into account information about both existing and

emerging risks, thereby enabling our risk committees and

senior management to perform their responsibilities with

the appropriate level of insight into risk exposures.

Furthermore, our limit and threshold breach processes

provide means for timely escalation. We evaluate changes

in our risk profile and our businesses, including changes in

business mix or jurisdictions in which we operate, by

monitoring risk factors at a firmwide level.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

Goldman Sachs March 2024 Form 10-Q 132

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

  • Risk Decision-Making. Our governance structure

Structure

provides the protocol and responsibility for decision-

Ultimate oversight of risk is the responsibility of our Board.

making on risk management issues and is designed to

The Board oversees risk both directly and through its

ensure implementation of those decisions. We make

committees, including its Risk Committee. We also have a

extensive use of risk committees that meet regularly and

series of committees that generally consist of senior managers

serve as an important means to facilitate and foster

from both our first and second lines of defense, with specific

ongoing discussions to manage and mitigate risks.

risk management mandates that have oversight or decision-

We maintain strong and proactive communication about

making responsibilities for risk management activities. We

risk and we have a culture of collaboration in decision-

have established procedures for these committees so that

making among our first and second lines of defense,

appropriate information barriers are in place. Our primary

committees and senior management. While our first line of

risk committees, most of which also have additional sub-

defense is responsible for management of their risk, we

committees, councils or working groups, are described

dedicate extensive resources to our second line of defense in

below. In addition to these committees, we have other risk

order to ensure a strong oversight structure and an

committees that provide oversight for different businesses,

appropriate segregation of duties. We regularly reinforce

activities, products, regions and entities. All of our

our strong culture of escalation and accountability across

committees have responsibility for considering the impact on

all functions.

our reputation of the transactions and activities that they

oversee.

People. Even the best technology serves only as a tool for

helping to make informed decisions in real time about the

Membership of our risk committees is reviewed regularly and

risks we are taking. Ultimately, effective risk management

updated to reflect changes in the responsibilities of the

committee members. Accordingly, the length of time that

requires our people to interpret our risk data on an ongoing

members serve on the respective committees varies as

and timely basis and adjust risk positions accordingly. The

determined by the committee chairs and based on the

experience of our professionals, and their understanding of

responsibilities of the members.

the nuances and limitations of each risk measure, guides us in

assessing exposures and maintaining them within prudent

The chart below presents an overview of our risk

levels.

management governance structure.

We reinforce a culture of effective risk management,

Corporate Oversight

consistent with our risk appetite, in our training and

Board of Directors

Board Committees

development programs, as well as in the way we evaluate

performance, and recognize and reward our people. Our

Senior Management Oversight

training and development programs, including certain

Chief Executive Officer

sessions led by our most senior leaders, are focused on the

President/Chief Operating Officer

Chief Financial Officer

importance of risk management, client relationships and

reputational excellence. As part of our performance review

Director of

Committee Oversight

process, we assess reputational excellence, including how an

Internal Audit

Management Committee

Chief Risk Officer

employee exercises good risk management and reputational

Firmwide Enterprise Risk

Firmwide Asset Liability

judgment, and adheres to our code of conduct and

Committee

Committee

compliance policies. Our review and reward processes are

designed to communicate and reinforce to our professionals

Management Committee. The Management Committee

the link between behavior and how people are recognized,

oversees our global activities. It provides this oversight

the need to focus on our clients and our reputation, and the

directly and through authority delegated to committees it has

need to always act in accordance with our highest standards.

established. This committee consists of our most senior

leaders, and is chaired by our chief executive officer. Most

members of the Management Committee are also members of

other committees. The following are the committees that are

principally involved in firmwide risk management.

133 Goldman Sachs March 2024 Form 10-Q

Firmwide Enterprise Risk Committee. The Firmwide

Enterprise Risk Committee is responsible for overseeing all of

our financial and nonfinancial risks. As part of such

oversight, the committee is responsible for the ongoing

review, approval and monitoring of our enterprise risk

management framework, as well as our risk limits, and

thresholds and alerts policy, through delegated authority to

the Firmwide Risk Appetite Committee. The Firmwide

Enterprise Risk Committee also reviews new significant

strategic business initiatives to determine whether they are

consistent with our risk appetite and risk management

capabilities. Additionally, the Firmwide Enterprise Risk

Committee performs enhanced reviews of significant risk

events, the top residual and emerging risks, and the overall

risk and control environment in each of our business units in

order to propose uplifts, identify elements that are common

to all business units and analyze the consolidated residual

risks that we face. This committee, which reports to the

Management Committee, is co-chaired by our president and

chief operating officer and our chief risk officer, who are

appointed as chairs by our chief executive officer, and the

vice-chair is our chief financial officer, who is appointed as

vice-chair by the chairs of the Firmwide Enterprise Risk

Committee. The Firmwide Enterprise Risk Committee also

periodically provides updates to, and receives guidance from,

the Risk Committee of the Board. The following are the

primary committees or councils that report to the Firmwide

Enterprise Risk Committee (unless otherwise noted):

  • Firmwide Risk Council. The Firmwide Risk Council is

    responsible for the ongoing monitoring of relevant

    financial risks at the firmwide, business and product levels.

    This council is co-chaired by our chief financial officer and

    our chief risk officer.

  • Firmwide New Activity Committee. The Firmwide

    New Activity Committee is responsible for reviewing new

    activities and for establishing a process to identify and

    review previously approved activities that are significant

    and that have changed in complexity and/or structure or

    present different reputational and suitability concerns over

    time to consider whether these activities remain

    appropriate. This committee is chaired by our controller

    and chief accounting officer, who is appointed as chair by

    the chairs of the Firmwide Enterprise Risk Committee.

    • Firmwide Operational Risk and Resilience

      Committee. The Firmwide Operational Risk and

      Resilience Committee is responsible for overseeing

      operational risk, and seeks to ensure our business and

      operational resilience. To assist the Firmwide Operational

      Risk and Resilience Committee in carrying out its mandate,

      other risk committees with dedicated oversight for

      technology-related risks, including cybersecurity matters

      and artificial intelligence (AI), report into the Firmwide

      Operational Risk and Resilience Committee. This

      committee is co-chaired by our chief administrative officer

      for EMEA and our head of Operational Risk, who are

      appointed as chairs by the chairs of the Firmwide

      Enterprise Risk Committee.

    • Firmwide Conduct Committee. The Firmwide Conduct

      Committee is responsible for the ongoing approval and

      monitoring of the frameworks and policies which govern

      our conduct risks. Conduct risk is the risk that our people

      fail to act in a manner consistent with our Business

      Principles and related core values, policies or codes, or

      applicable laws or regulations, thereby falling short in

      fulfilling their responsibilities to us, our clients, colleagues,

      other market participants or the broader community. This

      committee is chaired by our chief legal officer, who is

      appointed as chair by the chairs of the Firmwide Enterprise

      Risk Committee.

    • Firmwide Risk Appetite Committee. The Firmwide

      Risk Appetite Committee (through delegated authority

      from the Firmwide Enterprise Risk Committee) is

      responsible for the ongoing approval and monitoring of

      risk frameworks, policies and parameters related to our

      core risk management processes, as well as limits,

      thresholds and alerts, at firmwide, business and product

      levels. In addition, this committee is responsible for

      overseeing our financial risks and reviews the results of

      stress tests and scenario analyses. To assist the Firmwide

      Risk Appetite Committee in carrying out its mandate, a

      number of other risk committees with dedicated oversight

      for stress testing, model risks, Volcker Rule compliance, as

      well as our investments or other capital commitments that

      may give rise to financial risk, report into the Firmwide

      Risk Appetite Committee. This committee is chaired by

      our chief risk officer, who is appointed as chair by the

      chairs of the Firmwide Enterprise Risk Committee. The

      Firmwide Capital Committee and Firmwide Commitments

      Committee report to the Firmwide Risk Appetite

      Committee.

      Firmwide Capital Committee. The Firmwide Capital

      Committee provides approval and oversight of debt-related

      transactions, including principal commitments of our

      capital. This committee aims to ensure that business,

      reputational and suitability standards for underwritings

      and capital commitments are maintained on a global basis.

      This committee is co-chaired by our head of Credit Risk

      and the head of our Global Financing Group, who are

      appointed as chairs by the chair of the Firmwide Risk

      Appetite Committee.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

Goldman Sachs March 2024 Form 10-Q 134

Firmwide Commitments Committee. The Firmwide

Commitments Committee reviews our underwriting and

distribution activities with respect to equity and equity-

related product offerings, and sets and maintains policies

and procedures designed to ensure that legal, reputational,

regulatory and business standards are maintained on a

global basis. In addition to reviewing specific transactions,

this committee periodically conducts general strategic

reviews of sectors and products and establishes policies in

connection with transaction practices. This committee is

co-chaired by our chief equity underwriting officer for the

Americas, a co-chairman of our Global Financial

Institutions Group, and a co-head of our Global

Investment Grade Capital Markets and Risk Management

Group in Global Banking & Markets, who are appointed

as chairs by the chair of the Firmwide Risk Appetite

Committee.

Firmwide Reputational Risk Committee. The

Firmwide Reputational Risk Committee is responsible for

assessing reputational risks arising from opportunities that

have been identified as having potential heightened

reputational risk, including transactions identified

pursuant to the criteria established by the Firmwide

Reputational Risk Committee and as determined by

committee leadership. This committee is also responsible

for overseeing client-related business standards and

addressing client-related reputational risk. This committee

is chaired by our president and chief operating officer, who

is appointed as chair by our chief executive officer, and the

vice-chairs are our chief legal officer and the head of

Conflicts Resolution, who are appointed as vice-chairs by

the chair of the Firmwide Reputational Risk Committee.

This committee periodically provides updates to, and

receives guidance from, the Public Responsibilities

Committee of the Board. The Firmwide Suitability

Committee reports to the Firmwide Reputational Risk

Committee.

Firmwide Suitability Committee. The Firmwide

Suitability Committee is responsible for setting standards

and policies for product, transaction and client suitability

and providing a forum for consistency across functions,

regions and products on suitability assessments. This

committee also reviews suitability matters escalated from

other committees. This committee is co-chaired by our

chief compliance officer and an advisory director, who are

appointed as chairs by the chair of the Firmwide

Reputational Risk Committee.

Firmwide Data Governance Committee. The Firmwide

Data Governance Committee is responsible for overseeing

the firmwide data governance framework, and its

implementation, to help ensure that data governance and

data quality are appropriate. This committee is co-chaired

by our chief information officer and our chief risk officer,

who are appointed as chairs by the chairs of the Firmwide

Enterprise Risk Committee.

Firmwide Asset Liability Committee. The Firmwide

Asset Liability Committee reviews and approves the strategic

direction for our financial resources, including capital,

liquidity, funding and balance sheet. This committee has

oversight responsibility for asset liability management,

including interest rate and currency risk, funds transfer

pricing, capital allocation and incentives, and credit ratings.

This committee makes recommendations as to any

adjustments to asset liability management and financial

resource allocation in light of current events, risks,

exposures, and regulatory requirements and approves related

policies. This committee is co-chaired by our chief financial

officer and our global treasurer, who are appointed as chairs

by our chief executive officer, and reports to the

Management Committee.

Liquidity Risk Management

Overview

Liquidity risk is the risk that we will be unable to fund

ourselves or meet our liquidity needs in the event of firm-

specific, broader industry or market liquidity stress events.

We have in place a comprehensive and conservative set of

liquidity and funding policies. Our principal objective is to be

able to fund ourselves and to enable our core businesses to

continue to serve clients and generate revenues, even under

adverse circumstances.

Treasury, which reports to our chief financial officer, has

primary responsibility for developing, managing and

executing our liquidity and funding strategy within our risk

appetite.

Liquidity Risk, which is independent of our revenue-

producing units and Treasury, and reports to our chief risk

officer, has primary responsibility for identifying, monitoring

and managing our liquidity risk through firmwide oversight

across our global businesses and the establishment of stress

testing and limits frameworks.

Liquidity Risk Management Principles

We manage liquidity risk according to three principles: (i)

hold sufficient excess liquidity in the form of GCLA to cover

outflows during a stressed period, (ii) maintain appropriate

Asset-Liability Management and (iii) maintain a viable

Contingency Funding Plan.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

135 Goldman Sachs March 2024 Form 10-Q

GCLA. GCLA is liquidity that we maintain to meet a broad

range of potential cash outflows and collateral needs in a

stressed environment. A primary liquidity principle is to pre-

fund our estimated potential cash and collateral needs during

a liquidity crisis and hold this liquidity in the form of

unencumbered, highly liquid securities and cash. We believe

that the securities held in our GCLA would be readily

convertible to cash in a matter of days, through liquidation,

by entering into repurchase agreements or from maturities of

resale agreements, and that this cash would allow us to meet

immediate obligations without needing to sell other assets or

depend on additional funding from credit-sensitive markets.

Our GCLA reflects the following principles:

  • The first days or weeks of a liquidity crisis are the most

    critical to a company’s survival;

  • Focus must be maintained on all potential cash and

    collateral outflows, not just disruptions to financing flows.

    Our businesses are diverse, and our liquidity needs are

    determined by many factors, including market movements,

    collateral requirements and client commitments, all of

    which can change dramatically in a difficult funding

    environment;

  • During a liquidity crisis, credit-sensitive funding, including

    unsecured debt, certain deposits and some types of secured

    financing agreements, may be unavailable, and the terms

    (e.g., interest rates, collateral provisions and tenor) or

    availability of other types of secured financing may change

    and certain deposits may be withdrawn; and

  • As a result of our policy to pre-fund liquidity that we

    estimate may be needed in a crisis, we hold more

    unencumbered securities and have larger funding balances

    than our businesses would otherwise require. We believe

    that our liquidity is stronger with greater balances of highly

    liquid unencumbered securities, even though it increases

    our total assets and our funding costs.

We maintain our GCLA across Group Inc., Goldman Sachs

Funding LLC (Funding IHC) and Group Inc.’s major broker-

dealer and bank subsidiaries, asset types and clearing agents

with the goal of providing us with sufficient operating

liquidity to ensure timely settlement in all major markets,

even in a difficult funding environment. In addition to the

GCLA, we maintain cash balances and securities in several of

our other entities, primarily for use in specific currencies,

entities or jurisdictions where we do not have immediate

access to parent company liquidity.

Asset-Liability Management. Our liquidity risk

management policies are designed to ensure we have a

sufficient amount of financing, even when funding markets

experience persistent stress. We manage the maturities and

diversity of our funding across markets, products and

counterparties, and seek to maintain a diversified funding

profile with an appropriate tenor, taking into consideration

the characteristics and liquidity profile of our assets.

Our approach to asset-liability management includes:

  • Conservatively managing the overall characteristics of our

    funding book, with a focus on maintaining long-term,

    diversified sources of funding in excess of our current

    requirements. See “Balance Sheet and Funding Sources —

    Funding Sources” for further information;

  • Actively managing and monitoring our asset base, with

    particular focus on the liquidity, holding period and ability

    to fund assets on a secured basis. We assess our funding

    requirements and our ability to liquidate assets in a stressed

    environment while appropriately managing risk. This

    enables us to determine the most appropriate funding

    products and tenors. See “Balance Sheet and Funding

    Sources — Balance Sheet Management” for further

    information about our balance sheet management process

    and “— Funding Sources — Secured Funding” for further

    information about asset classes that may be harder to fund

    on a secured basis; and

  • Raising secured and unsecured financing that has a long

    tenor relative to the liquidity profile of our assets. This

    reduces the risk that our liabilities will come due in

    advance of our ability to generate liquidity from the sale of

    our assets. Because we maintain a highly liquid balance

    sheet, the holding period of certain of our assets may be

    materially shorter than their contractual maturity dates.

Our goal is to ensure that we maintain sufficient liquidity to

fund our assets and meet our contractual and contingent

obligations in normal times, as well as during periods of

market stress. Through our dynamic balance sheet

management process, we use actual and projected asset

balances to determine secured and unsecured funding

requirements. Funding plans are reviewed and approved by

the Firmwide Asset Liability Committee. In addition, our

independent risk oversight and control functions analyze, and

the Firmwide Asset Liability Committee reviews, our total

unsecured long-term borrowings and total shareholders’

equity to help ensure that we maintain a level of long-term

funding that is sufficient to meet our long-term financing

requirements. In a liquidity crisis, we would begin by

liquidating and monetizing our GCLA before selling other

assets. However, we recognize that orderly asset sales may be

prudent or necessary in a severe or persistent liquidity crisis.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

Goldman Sachs March 2024 Form 10-Q 136

Subsidiary Funding Policies

The majority of our unsecured borrowings is raised by Group

Inc., which provides the necessary funds to Funding IHC and

other subsidiaries, some of which are regulated, to meet their

asset financing, liquidity and capital requirements. In

addition, Group Inc. provides its regulated subsidiaries with

the necessary capital to meet their regulatory requirements.

The benefits of this approach to subsidiary funding are

enhanced control and greater flexibility to meet the funding

requirements of our subsidiaries. Funding is also raised at the

subsidiary level through a variety of products, including

deposits, secured funding and unsecured borrowings.

Our intercompany funding policies assume that a subsidiary’s

funds or securities are not freely available to its parent,

Funding IHC or other subsidiaries unless (i) legally provided

for and (ii) there are no additional regulatory, tax or other

restrictions. In particular, many of our subsidiaries are

subject to laws that authorize regulatory bodies to block or

reduce the flow of funds from those subsidiaries to Group

Inc. or Funding IHC. Regulatory action of that kind could

impede access to funds that Group Inc. needs to make

payments on its obligations. Accordingly, we assume that the

capital provided to our regulated subsidiaries is not available

to Group Inc. or other subsidiaries and any other financing

provided to our regulated subsidiaries is not available to

Group Inc. or Funding IHC until the maturity of such

financing.

Group Inc. has provided substantial amounts of equity and

subordinated indebtedness, directly or indirectly, to its

regulated subsidiaries. For example, as of March 2024,

Group Inc. had $36.77 billion of equity and subordinated

indebtedness invested in GS&Co., its principal U.S.

registered broker-dealer; $48.22 billion invested in GSI, a

regulated U.K. broker-dealer; $2.32 billion invested in

GSJCL, a regulated Japanese broker-dealer; $59.27 billion

invested in GS Bank USA, a regulated New York State-

chartered bank; and $4.94 billion invested in GSIB, a

regulated U.K. bank. Group Inc. also provides financing,

directly or indirectly, in the form of: $134.67 billion of

unsubordinated loans (including secured loans of

$40.84 billion) and $35.42 billion of collateral and cash

deposits to these entities as of March 2024. In addition, as of

March 2024, Group Inc. had significant amounts of capital

invested in and loans to its other regulated subsidiaries.

Contingency Funding Plan. We maintain a contingency

funding plan to provide a framework for analyzing and

responding to a liquidity crisis situation or periods of market

stress. Our contingency funding plan outlines a list of

potential risk factors, key reports and metrics that are

reviewed on an ongoing basis to assist in assessing the

severity of, and managing through, a liquidity crisis and/or

market dislocation. The contingency funding plan also

describes in detail our potential responses if our assessments

indicate that we have entered a liquidity crisis, which include

pre-funding for what we estimate will be our potential cash

and collateral needs, as well as utilizing secondary sources of

liquidity. Mitigants and action items to address specific risks

which may arise are also described and assigned to

individuals responsible for execution.

The contingency funding plan identifies key groups of

individuals and their responsibilities, which include fostering

effective coordination, control and distribution of

information, implementing liquidity maintenance activities

and managing internal and external communication, all of

which are critical in the management of a crisis or period of

market stress.

Stress Tests

In order to determine the appropriate size of our GCLA, we

model liquidity outflows over a range of scenarios and time

horizons. One of our primary internal liquidity risk models,

referred to as the Modeled Liquidity Outflow, quantifies our

liquidity risks over a 30-day stress scenario. We also consider

other factors, including, but not limited to, an assessment of

our potential intraday liquidity needs through an additional

internal liquidity risk model, referred to as the Intraday

Liquidity Model, the results of our long-term stress testing

models, our resolution liquidity models and other applicable

regulatory requirements and a qualitative assessment of our

condition, as well as the financial markets. The results of the

Modeled Liquidity Outflow, the Intraday Liquidity Model,

the long-term stress testing models and the resolution

liquidity models are reported to senior management on a

regular basis. We also perform firmwide stress tests. See

“Overview and Structure of Risk Management” for

information about firmwide stress tests.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

137 Goldman Sachs March 2024 Form 10-Q

Modeled Liquidity Outflow. Our Modeled Liquidity

Outflow is based on conducting multiple scenarios that

include combinations of market-wide and firm-specific stress.

These scenarios are characterized by the following qualitative

elements:

  • Severely challenged market environments, which include

    low consumer and corporate confidence, financial and

    political instability, and adverse changes in market values,

    including potential declines in equity markets and widening

    of credit spreads; and

  • A firm-specific crisis potentially triggered by material

    losses, reputational damage (including, as a result of, the

    dissemination of negative information through social

    media), litigation and/or a ratings downgrade.

The following are key modeling elements of our Modeled

Liquidity Outflow:

  • Liquidity needs over a 30-day scenario;
  • A two-notch downgrade of our long-term senior unsecured

    credit ratings;

  • Changing conditions in funding markets, which limit our

    access to unsecured and secured funding;

  • No support from additional government funding facilities.

    Although we have access to various central bank funding

    programs, we do not assume reliance on additional sources

    of funding in a liquidity crisis; and

  • A combination of contractual outflows and contingent

    outflows arising from both our on- and off-balance sheet

    arrangements. Contractual outflows include, among other

    things, upcoming maturities of unsecured debt, term

    deposits and secured funding. Contingent outflows include,

    among other things, the withdrawal of customer credit

    balances in our prime brokerage business, increase in

    variation margin requirements due to adverse changes in

    the value of our exchange-traded and OTC-cleared

    derivatives, draws on unfunded commitments and

    withdrawals of deposits that have no contractual maturity.

    See notes to the consolidated financial statements for

    further information about contractual outflows, including

    Note 11 for collateralized financings, Note 13 for deposits,

    Note 14 for unsecured long-term borrowings and Note 15

    for operating lease payments, and “Off-Balance Sheet

    Arrangements” for further information about our various

    types of off-balance sheet arrangements.

Intraday Liquidity Model. Our Intraday Liquidity Model

measures our intraday liquidity needs in a scenario where

access to sources of intraday liquidity may become

constrained. The intraday liquidity model considers a variety

of factors, including historical settlement activity.

Long-Term Stress Testing. We utilize longer-term stress

tests to take a forward view on our liquidity position through

prolonged stress periods in which we experience a severe

liquidity stress and recover in an environment that continues

to be challenging. We are focused on ensuring conservative

asset-liability management to prepare for a prolonged period

of potential stress, seeking to maintain a diversified funding

profile with an appropriate tenor, taking into consideration

the characteristics and liquidity profile of our assets.

Resolution Liquidity Models. In connection with our

resolution planning efforts, we have established our

Resolution Liquidity Adequacy and Positioning framework,

which estimates liquidity needs of our major subsidiaries in a

stressed environment. The liquidity needs are measured using

our Modeled Liquidity Outflow assumptions and include

certain additional inter-affiliate exposures. We have also

established our Resolution Liquidity Execution Need

framework, which measures the liquidity needs of our major

subsidiaries to stabilize and wind down following a Group

Inc. bankruptcy filing in accordance with our preferred

resolution strategy.

In addition, we have established a triggers and alerts

framework, which is designed to provide the Board with

information needed to make an informed decision on

whether and when to commence bankruptcy proceedings for

Group Inc.

Limits

We use liquidity risk limits at various levels and across

liquidity risk types to manage the size of our liquidity

exposures. Limits are measured relative to acceptable levels

of risk given our liquidity risk tolerance. See “Overview and

Structure of Risk Management” for information about the

limit approval process.

Limits are monitored by Treasury and Liquidity Risk.

Liquidity Risk is responsible for identifying and escalating to

senior management and/or the appropriate risk committee,

on a timely basis, instances where limits have been exceeded.

GCLA and Unencumbered Metrics

GCLA. Based on the results of our internal liquidity risk

models, described above, as well as our consideration of

other factors, including, but not limited to, a qualitative

assessment of our condition, as well as the financial markets,

we believe our liquidity position as of both March 2024 and

December 2023 was appropriate. We strictly limit our GCLA

to a narrowly defined list of securities and cash because they

are highly liquid, even in a difficult funding environment. We

do not include other potential sources of excess liquidity in

our GCLA, such as less liquid unencumbered securities or

committed credit facilities.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

Goldman Sachs March 2024 Form 10-Q 138

The table below presents information about our GCLA.

 

Average for the

Three Months Ended

$ in millions

March 2024

December 2023

Denomination

  

U.S. dollar

$ 288,340

$ 282,414

Non-U.S. dollar

134,872

131,176

Total

$ 423,212

$ 413,590

Asset Class

  

Overnight cash deposits

$ 222,895

$ 204,929

U.S. government obligations

146,556

150,806

U.S. agency obligations

18,931

22,895

Non-U.S. government obligations

34,830

34,960

Total

$ 423,212

$ 413,590

Entity Type

  

Group Inc. and Funding IHC

$ 61,616

$ 65,952

Major broker-dealer subsidiaries

119,186

117,818

Major bank subsidiaries

242,410

229,820

Total

$ 423,212

$ 413,590

In the table above:

  • The U.S. dollar-denominated GCLA consists of (i)

    unencumbered U.S. government and agency obligations

    (including highly liquid U.S. agency mortgage-backed

    obligations), all of which are eligible as collateral in Federal

    Reserve open market operations and (ii) certain overnight

    U.S. dollar cash deposits.

  • The non-U.S. dollar-denominated GCLA consists of non-

    U.S. government obligations (only unencumbered German,

    French, Japanese and U.K. government obligations) and

    certain overnight cash deposits in highly liquid currencies.

We maintain our GCLA to enable us to meet current and

potential liquidity requirements of our parent company,

Group Inc., and its subsidiaries. Our Modeled Liquidity

Outflow and Intraday Liquidity Model incorporate a

requirement for Group Inc., as well as a standalone

requirement for each of our major broker-dealer and bank

subsidiaries. Funding IHC is required to provide the

necessary liquidity to Group Inc. during the ordinary course

of business, and is also obligated to provide capital and

liquidity support to major subsidiaries in the event of our

material financial distress or failure. Liquidity held directly in

each of our major broker-dealer and bank subsidiaries is

intended for use only by that subsidiary to meet its liquidity

requirements and is assumed not to be available to Group

Inc. or Funding IHC unless (i) legally provided for and (ii)

there are no additional regulatory, tax or other restrictions.

In addition, the Modeled Liquidity Outflow and Intraday

Liquidity Model also incorporate a broader assessment of

standalone liquidity requirements for other subsidiaries and

we hold a portion of our GCLA directly at Group Inc. or

Funding IHC to support such requirements.

Other Unencumbered Assets. In addition to our GCLA,

we have a significant amount of other unencumbered cash

and financial instruments, including other government

obligations, high-grade money market securities, corporate

obligations, marginable equities, loans and cash deposits not

included in our GCLA. The fair value of our unencumbered

assets averaged $292.45 billion for the three months ended

March 2024 and $286.51 billion for the three months ended

December 2023. We do not consider these assets liquid

enough to be eligible for our GCLA.

Liquidity Regulatory Framework

We are subject to a minimum Liquidity Coverage Ratio

(LCR) under the LCR rule approved by the U.S. federal bank

regulatory agencies. The LCR rule requires organizations to

maintain an adequate ratio of eligible high-quality liquid

assets (HQLA) to expected net cash outflows under an acute,

short-term liquidity stress scenario. Eligible HQLA excludes

HQLA held by subsidiaries that is in excess of their minimum

requirement and is subject to transfer restrictions. We are

required to maintain a minimum LCR of 100%. We expect

that fluctuations in client activity, business mix and the

market environment will impact our LCR.

The table below presents information about our average

daily LCR.

 

Average for the

Three Months Ended

$ in millions

March 2024

December 2023

Total HQLA

$ 412,745

$ 401,721

Eligible HQLA

$ 330,175

$ 326,181

Net cash outflows

$ 259,198

$ 255,106

LCR

127%

128%

In the table above, our average quarterly LCR represents the

average of our daily LCRs during the quarter.

We are also subject to a minimum Net Stable Funding Ratio

(NSFR) under the NSFR rule approved by the U.S. federal

bank regulatory agencies. The NSFR rule requires large U.S.

banking organizations to maintain available stable funding

(ASF) above their required stable funding (RSF) over a one-

year time horizon. Total ASF excludes ASF held by

subsidiaries that is in excess of their minimum requirement

and is subject to transfer restrictions. We are required to

maintain a minimum NSFR of 100%. We expect that

fluctuations in client activity, business mix and the market

environment will impact our NSFR.

The table below presents information about our average

daily NSFR.

Average for the

 

Three Months Ended

$ in millions

March 2024

December 2023

Total ASF

$ 650,903

$ 628,734

Total RSF

$ 567,373

$ 542,089

NSFR

115%

116%

In the table above, our average quarterly NSFR represents the

average of our daily NSFRs during the quarter.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

139 Goldman Sachs March 2024 Form 10-Q

The following provides information about our subsidiary

liquidity regulatory requirements:

  • GS Bank USA. GS Bank USA is subject to a minimum

    LCR of 100% under the LCR rule approved by the U.S.

    federal bank regulatory agencies. As of March 2024, GS

    Bank USA’s LCR exceeded the minimum requirement. The

    NSFR requirement described above also applies to GS

    Bank USA. As of March 2024, GS Bank USA’s NSFR

    exceeded the minimum requirement.

  • GSI and GSIB. GSI and GSIB are subject to a minimum

    LCR of 100% under the LCR rule approved by the U.K.

    regulatory authorities. GSI’s and GSIB’s average monthly

    LCR for the trailing twelve-month period ended March

    2024 exceeded the minimum requirement. GSI and GSIB

    are subject to the applicable NSFR requirement in the U.K.

    As of March 2024, both GSI’s and GSIB’s NSFR exceeded

    the minimum requirement.

  • GSBE. GSBE is subject to a minimum LCR of 100% under

    the LCR rule approved by the European Parliament and

    Council. GSBE’s average monthly LCR for the trailing

    twelve-month period ended March 2024 exceeded the

    minimum requirement. GSBE is subject to the applicable

    NSFR requirement in the E.U. As of March 2024, GSBE’s

    NSFR exceeded the minimum requirement.

  • Other Subsidiaries. We monitor local regulatory

    liquidity requirements of our subsidiaries to ensure

    compliance. For many of our subsidiaries, these

    requirements either have changed or are likely to change in

    the future due to the implementation of the Basel

    Committee’s framework for liquidity risk measurement,

    standards and monitoring, as well as other regulatory

    developments.

The implementation of these rules and any amendments

adopted by the regulatory authorities could impact our

liquidity and funding requirements and practices in the

future.

Credit Ratings

We rely on the short- and long-term debt capital markets to

fund a significant portion of our day-to-day operations, and

the cost and availability of debt financing is influenced by our

credit ratings. Credit ratings are also important when we are

competing in certain markets, such as OTC derivatives, and

when we seek to engage in longer-term transactions. See

“Risk Factors” in Part I, Item 1A of the 2023 Form 10-K for

information about the risks associated with a reduction in

our credit ratings.

The table below presents the unsecured credit ratings and

outlook of Group Inc.

 

As of March 2024

 

DBRS

Fitch

Moody’s

R&I

S&P

Short-term debt

R-1 (middle)

F1

P-1

a-1

A-2

Long-term debt

A (high)

A

A2

A

BBB+

Subordinated debt

A

BBB+

Baa2

A-

BBB

Trust preferred

A

BBB-

Baa3

N/A

BB+

Preferred stock

BBB (high)

BBB-

Ba1

N/A

BB+

Ratings outlook

Stable

Stable

Stable

Stable

Stable

In the table above:

  • The ratings and outlook are by DBRS, Inc. (DBRS), Fitch,

    Inc. (Fitch), Moody’s Investors Service (Moody’s), Rating

    and Investment Information, Inc. (R&I), and Standard &

    Poor’s Ratings Services (S&P).

  • The ratings for trust preferred relate to the guaranteed

    preferred beneficial interests issued by Goldman Sachs

    Capital I.

  • The DBRS, Fitch, Moody’s and S&P ratings for preferred

    stock include the APEX issued by Goldman Sachs Capital

    II and Goldman Sachs Capital III.

The table below presents the unsecured credit ratings and

outlook of GS Bank USA, GSIB, GSBE, GS&Co. and GSI.

 

As of March 2024

 

Fitch

Moody’s

S&P

GS Bank USA

   

Short-term debt

F1

P-1

A-1

Long-term debt

A+

A1

A+

Short-term bank deposits

F1+

P-1

N/A

Long-term bank deposits

AA-

A1

N/A

Ratings outlook

Stable

Stable

Stable

GSIB

   

Short-term debt

F1

P-1

A-1

Long-term debt

A+

A1

A+

Short-term bank deposits

F1

P-1

N/A

Long-term bank deposits

A+

A1

N/A

Ratings outlook

Stable

Stable

Stable

GSBE

   

Short-term debt

F1

P-1

A-1

Long-term debt

A+

A1

A+

Short-term bank deposits

N/A

P-1

N/A

Long-term bank deposits

N/A

A1

N/A

Ratings outlook

Stable

Stable

Stable

GS&Co.

   

Short-term debt

F1

N/A

A-1

Long-term debt

A+

N/A

A+

Ratings outlook

Stable

N/A

Stable

GSI

   

Short-term debt

F1

P-1

A-1

Long-term debt

A+

A1

A+

Ratings outlook

Stable

Stable

Stable

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

Goldman Sachs March 2024 Form 10-Q 140

We believe our credit ratings are primarily based on the

credit rating agencies’ assessment of:

  • Our liquidity, market, credit and operational risk

    management practices;

  • Our level and variability of earnings;
  • Our capital base;
  • Our franchise, reputation and management;
  • Our corporate governance; and
  • The external operating and economic environment,

    including, in some cases, the assumed level of government

    support or other systemic considerations, such as potential

    resolution.

Certain of our derivatives have been transacted under

bilateral agreements with counterparties who may require us

to post collateral or terminate the transactions based on

changes in our credit ratings. We manage our GCLA to

ensure we would, among other potential requirements, be

able to make the additional collateral or termination

payments that may be required in the event of a two-notch

reduction in our long-term credit ratings, as well as collateral

that has not been called by counterparties, but is available to

them. See Note 7 to the consolidated financial statements for

further information about derivatives with credit-related

contingent features and the additional collateral or

termination payments related to our net derivative liabilities

under bilateral agreements that could have been called by

counterparties in the event of a one- or two-notch downgrade

in our credit ratings.

Cash Flows

As a global financial institution, our cash flows are complex

and bear little relation to our net earnings and net assets.

Consequently, we believe that traditional cash flow analysis

is less meaningful in evaluating our liquidity position than the

liquidity and asset-liability management policies described

above. Cash flow analysis may, however, be helpful in

highlighting certain macro trends and strategic initiatives in

our businesses.

Three Months Ended March 2024. Our cash and cash

equivalents decreased by $32.19 billion to $209.39 billion at

the end of the first quarter of 2024, due to net cash used for

operating and investing activities and the effect of exchange

rate changes on cash and cash equivalents, partially offset by

net cash provided by financing activities. The net cash used

for operating activities primarily reflected cash outflows from

trading assets. The net cash used for investing activities

primarily reflected net purchases of investments (primarily

U.S. government and agency obligations accounted for as

available-for-sale and held-to-maturity securities). The net

cash provided by financing activities primarily reflected cash

inflows from deposits (reflecting increases in consumer

deposits and private bank deposits, partially offset by

decreases in transaction banking deposits and brokered

certificates of deposit) and cash inflows from unsecured

short-term borrowings, net, partially offset by net

repayments of unsecured long-term borrowings. The decrease

in cash and cash equivalents as a result of changes in foreign

exchange rates was due to the U.S. dollar strengthening

during the quarter.

Three Months Ended March 2023. Our cash and cash

equivalents decreased by $12.50 billion to $229.33 billion at

the end of the first quarter of 2023, primarily due to net cash

used for financing activities, partially offset by net cash

provided by operating activities. The net cash used for

financing activities primarily reflected cash outflows from net

repayments of unsecured long-term borrowings and deposits

(reflecting decreases in private bank and consumer deposits,

deposit sweep program balances and brokered certificates of

deposit). The net cash provided by operating activities

primarily reflected cash inflows from collateralized

transactions (reflecting both an increase in collateralized

financings and a decrease in collateralized agreements),

partially offset by an increase in trading assets.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

141 Goldman Sachs March 2024 Form 10-Q

Market Risk Management

Overview

Market risk is the risk of an adverse impact to our earnings

due to changes in market conditions. Our assets and

liabilities that give rise to market risk primarily include

positions held for market making for our clients and for our

investing and financing activities, and these positions change

based on client demands and our investment opportunities.

We employ a variety of risk measures, each described in the

respective sections below, to monitor market risk. Categories

of market risk include the following:

  • Interest rate risk: results from exposures to changes in the

    level, slope and curvature of yield curves, the volatilities of

    interest rates, prepayment speeds and credit spreads;

  • Equity price risk: results from exposures to changes in

    prices and volatilities of individual equities, baskets of

    equities and equity indices;

  • Currency rate risk: results from exposures to changes in

    spot prices, forward prices and volatilities of currency

    rates; and

  • Commodity price risk: results from exposures to changes in

    spot prices, forward prices and volatilities of commodities,

    such as crude oil, petroleum products, natural gas,

    electricity, and precious and base metals.

Market Risk, which is independent of our revenue-producing

units and reports to our chief risk officer, has primary

responsibility for assessing, monitoring and managing our

market risk through firmwide oversight across our global

businesses.

Managers in revenue-producing units, Treasury and Market

Risk discuss market information, positions and estimated

loss scenarios on an ongoing basis. Managers in revenue-

producing units and Treasury are accountable for managing

risk within prescribed limits. These managers have in-depth

knowledge of their positions, markets and the instruments

available to hedge their exposures.

Market Risk Management Process

Our process for managing market risk includes the critical

components of our risk management framework described in

the “Overview and Structure of Risk Management,” as well

as the following:

  • Monitoring compliance with established market risk limits

    and reporting our exposures;

  • Diversifying exposures;
  • Controlling position sizes; and
  • Evaluating mitigants, such as economic hedges in related

    securities or derivatives.

Our market risk management systems enable us to perform

an independent calculation of Value-at-Risk (VaR), Earnings-

at-Risk (EaR) and other stress measures, capture risk

measures at individual position levels, attribute risk measures

to individual risk factors of each position, report many

different views of the risk measures (e.g., by desk, business,

product type or entity) and produce ad hoc analyses in a

timely manner.

Risk Measures

We produce risk measures and monitor them against

established market risk limits. These measures reflect an

extensive range of scenarios and the results are aggregated at

product, business and firmwide levels.

We use a variety of risk measures to estimate the size of

potential losses for both moderate and more extreme market

moves over both short- and long-term time horizons. Our

primary risk measures are VaR, EaR and other stress tests.

Our risk reports detail key risks, drivers and changes for each

desk and business, and are distributed daily to senior

management of both our revenue-producing units and our

independent risk oversight and control functions.

Value-at-Risk. VaR is the potential loss in value due to

adverse market movements over a defined time horizon with

a specified confidence level. For assets and liabilities included

in VaR, see “Financial Statement Linkages to Market Risk

Measures.” We typically employ a one-day time horizon with

a 95% confidence level. We use a single VaR model, which

captures risks, including those related to interest rates, equity

prices, currency rates and commodity prices. As such, VaR

facilitates comparison across portfolios of different risk

characteristics. VaR also captures the diversification of

aggregated risk at the firmwide level.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

Goldman Sachs March 2024 Form 10-Q 142

We are aware of the inherent limitations to VaR and

therefore use a variety of risk measures in our market risk

management process. Inherent limitations to VaR include:

  • VaR does not estimate potential losses over longer time

    horizons where moves may be extreme;

  • VaR does not take account of the relative liquidity of

    different risk positions; and

  • Previous moves in market risk factors may not produce

    accurate predictions of all future market moves.

To comprehensively capture our exposures and relevant risks

in our VaR calculation, we use historical simulations with

full valuation of market factors at the position level by

simultaneously shocking the relevant market factors for that

position. These market factors include spot prices, credit

spreads, funding spreads, yield curves, volatility and

correlation, and are updated periodically based on changes in

the composition of positions, as well as variations in market

conditions. We sample from five years of historical data to

generate the scenarios for our VaR calculation. The historical

data is weighted so that the relative importance of the data

reduces over time. This gives greater importance to more

recent observations and reflects current asset volatilities,

which improves the accuracy of our estimates of potential

loss. As a result, even if our positions included in VaR were

unchanged, our VaR would increase with increasing market

volatility and vice versa.

Given its reliance on historical data, VaR is most effective in

estimating risk exposures in markets in which there are no

sudden fundamental changes or shifts in market conditions.

Our VaR measure does not include:

  • Positions that are not accounted for at fair value, such as

    held-to-maturity securities and loans, deposits and

    unsecured borrowings that are accounted for at amortized

    cost;

  • Available-for-sale securities for which the related

    unrealized fair value gains and losses are included in

    accumulated other comprehensive income/(loss);

  • Positions that are best measured and monitored using

    sensitivity measures; and

  • The impact of changes in counterparty and our own credit

    spreads on derivatives, as well as changes in our own credit

    spreads on financial liabilities for which the fair value

    option was elected.

We perform daily backtesting of our VaR model (i.e.,

comparing daily net revenues for positions included in VaR

to the VaR measure calculated as of the prior business day) at

the firmwide level and for each of our businesses and major

regulated subsidiaries.

Earnings-at-Risk. We manage our interest rate risk using

the EaR metric. EaR measures the estimated impact of

changes in interest rates to our net revenues and preferred

stock dividends over a defined time horizon. EaR

complements the VaR metric, which measures the impact of

interest rate changes that have an immediate impact on the

fair values of our assets and liabilities (i.e., mark-to-market

changes). Our exposure to interest rate risk occurs due to a

variety of factors, including, but not limited to:

  • Differences in maturity or repricing dates of assets,

    liabilities, preferred stock and certain off-balance sheet

    instruments.

  • Differences in the amounts of assets, liabilities, preferred

    stock and certain off-balance sheet instruments with the

    same maturity or repricing dates.

  • Certain interest rate sensitive fees.

Treasury manages the aggregated interest rate risk from all

businesses using our investment securities portfolio and

interest rate derivatives. We measure EaR over a one-year

time horizon following a 100- and 200-basis point

instantaneous parallel shock in both short- and long-term

interest rates. This sensitivity is calculated relative to a

baseline market scenario, which takes into consideration,

among other things, the market’s expectation of forward

rates, as well as our expectation of future business activity.

These scenarios include contractual elements of assets,

liabilities, preferred stock, and certain off-balance sheet

instruments, such as rates of interest, principal repayment

schedules, maturity and reset dates, and any interest rate

ceilings or floors, as well as assumptions with respect to our

balance sheet size and composition, prepayment behavior

and deposit repricing. Deposit repricing is captured by

evaluating the change in deposit rate paid relative to the

change in market rates (deposit beta) and we calibrate the

deposit betas used in our models by using a number of

factors, including observed historical behavior, future

expectations, funding needs and the competitive landscape.

We continuously monitor the performance of our key

assumptions against observed behavior and regularly review

their sensitivity on our risk metrics.

We manage EaR with a goal to reduce potential volatility

resulting from changes in interest rates so it remains within

our EaR risk appetite. Our EaR scenario is regularly

evaluated and updated, if necessary, to reflect changes in our

business plans, market conditions and other macroeconomic

factors. While management uses the best information

available to estimate EaR, actual results may differ materially

as a result of, among other things, changes in the economic

environment or assumptions used in the process. We also

measure the sensitivity of the economic value of our equity

(EVE) to changes in interest rates. Compared to EaR, EVE

provides a longer-term measurement of the interest rate risk

exposure, primarily on non-trading assets and liabilities, by

capturing the net impact of changes in interest rates to the

present value of their cash flows.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

143 Goldman Sachs March 2024 Form 10-Q

Risk, which is independent of our revenue-producing units,

and Treasury, have primary responsibility for assessing and

monitoring EaR and EVE sensitivity through firmwide

oversight, including oversight of interest rate risk stress

testing and assumptions, and the establishment of our risk

appetite.

Stress Testing. Stress testing is a method of determining the

effect of various hypothetical stress scenarios. We use stress

tests to examine risks of specific portfolios, as well as the

potential impact of our significant risk exposures. We use a

variety of stress testing techniques to calculate the potential

loss from a wide range of market moves on our portfolios,

including firmwide stress tests, sensitivity analysis and

scenario analysis. The results of our various stress tests are

analyzed together for risk management purposes. See

“Overview and Structure of Risk Management” for

information about firmwide stress tests.

Sensitivity analysis is used to quantify the impact of a market

move in a single risk factor across all positions (e.g., equity

prices or credit spreads) using a variety of defined market

shocks, ranging from those that could be expected over a

one-day time horizon up to those that could take many

months to occur. We also use sensitivity analysis to quantify

the impact of the default of any single entity, which captures

the risk of large or concentrated exposures.

Scenario analysis is used to quantify the impact of a specified

event, including how the event impacts multiple risk factors

simultaneously. For example, for sovereign stress testing we

calculate potential direct exposure associated with our

sovereign positions, as well as the corresponding debt, equity

and currency exposures associated with our non-sovereign

positions that may be impacted by the sovereign distress.

When conducting scenario analysis, we often consider a

number of possible outcomes for each scenario, ranging from

moderate to severely adverse market impacts. In addition,

these stress tests are constructed using both historical events

and forward-looking hypothetical scenarios.

Unlike VaR measures, which have an implied probability

because they are calculated at a specified confidence level,

there may not be an implied probability that our stress testing

scenarios will occur. Instead, stress testing is used to model

both moderate and more extreme moves in underlying

market factors. When estimating potential loss, we generally

assume that our positions cannot be reduced or hedged

(although experience demonstrates that we are generally able

to do so).

Limits

We use market risk limits at various levels to manage the size

of our market exposures. These limits are set based on VaR,

EaR and on a range of stress tests relevant to our exposures.

See “Overview and Structure of Risk Management” for

information about the limit approval process.

Limits are monitored by Treasury and Risk. Risk is

responsible for identifying and escalating to senior

management and/or the appropriate risk committee, on a

timely basis, instances where limits have been exceeded (e.g.,

due to positional changes or changes in market conditions,

such as increased volatilities or changes in correlations). Such

instances are remediated by a reduction in the positions we

hold and/or a temporary or permanent increase to the limit, if

warranted.

Metrics

We analyze VaR at the firmwide level and a variety of more

detailed levels, including by risk category, business and

region. Diversification effect in the tables below represents

the difference between total VaR and the sum of the VaRs for

the four risk categories. This effect arises because the four

market risk categories are not perfectly correlated.

Substantially all positions in VaR are included within Global

Banking & Markets.

The table below presents our average daily VaR.

 

Three Months Ended

$ in millions

March 2024

December 2023

March 2023

Categories

   

Interest rates

$ 86

$ 87

$ 92

Equity prices

29

29

28

Currency rates

18

18

32

Commodity prices

17

19

22

Diversification effect

(63)

(62)

(73)

Total

$ 87

$ 91

$ 101

Our average daily VaR decreased to $87 million for the three

months ended March 2024 from $91 million for the three

months ended December 2023, due to lower levels of

volatility, partially offset by increased exposures. The total

decrease was driven by decreases in the commodity prices

and interest rates categories, and an increase in the

diversification effect.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

Goldman Sachs March 2024 Form 10-Q 144

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

Our average daily VaR decreased to $87 million for the three

The chart below presents our daily VaR for the three months

months ended March 2024 from $101 million for the three

ended March 2024.

months ended March 2023, due to lower levels of volatility,

210

partially offset by increased exposures. The total decrease

was primarily driven by decreases in the currency rates,

interest rates and commodity prices categories, partially

offset by a decrease in the diversification effect.

50

The table below presents our period-end VaR.

120

 

As of

$ in millions

March 2024

December 2023

March 2023

Categories

   

Interest rates

$ 90

$ 93

$ 123

Equity prices

32

25

32

Currency rates

25

15

28

Commodity prices

18

14

19

Diversification effect

(72)

(54)

(85)

Total

$ 93

$ 93

$ 117

  • »

First Quarter

2024

The table below presents, by number of business days, the

Our period-end VaR of $93 million as of March 2024

frequency distribution of our daily net revenues for positions

remained unchanged compared with December 2023.

included in VaR.

Increases in the currency rates, equity prices and commodity

 

Three Months

Ended March

$ in millions

2024

2023

>$100

23

22

$75 – $100

7

8

$50 – $75

17

14

$25 – $50

9

6

$0 – $25

3

4

$(25) – $0

1

5

$(50) – $(25)

1

1

$(75) – $(50)

1

$(100) – $(75)

<$(100)

1

Total

61

62

prices categories were offset by an increase in the

diversification effect and a decrease in the interest rates

category.

Our period-end VaR decreased to $93 million as of March

2024 from $117 million as of March 2023, due to lower levels

of volatility, partially offset by increased exposures. The total

decrease was primarily driven by a decrease in the interest

rates category, partially offset by a decrease in the

diversification effect.

During the three months ended March 2024, the firmwide

VaR risk limit was not exceeded, raised or reduced, and there

were no permanent or temporary changes to the firmwide

Daily net revenues for positions included in VaR are

VaR risk limit. During 2023, the firmwide VaR risk limit was

compared with VaR calculated as of the end of the prior

not exceeded and there were no permanent changes to the

business day. Net losses incurred on a single day for such

firmwide VaR risk limit. However, the firmwide VaR risk

positions did not exceed our 95% one-day VaR (i.e., a VaR

limit was temporarily changed on four occasions as a result

exception) during the three months ended March 2024 and

of changes in the market environment in the first half of 2023.

exceeded our 95% one-day VaR on one occasion during the

three months ended March 2023.

The table below presents our high and low VaR.

During periods in which we have significantly more positive

 

Three Months Ended

 

March 2024

December 2023

March 2023

$ in millions

High

Low

High

Low

High

Low

Categories

      

Interest rates

$ 121

$ 70

$ 97

$ 76

$ 148

$ 70

Equity prices

$ 39

$ 25

$ 39

$ 23

$ 38

$ 22

Currency rates

$ 30

$ 10

$ 26

$ 9

$ 47

$ 20

Commodity prices

$ 22

$ 14

$ 32

$ 14

$ 29

$ 17

Firmwide

      

VaR

$ 116

$ 75

$ 101

$ 83

$ 137

$ 85

net revenue days than net revenue loss days, we expect to

have fewer VaR exceptions because, under normal

conditions, our business model generally produces positive

net revenues. In periods in which our franchise revenues are

adversely affected, we generally have more loss days,

resulting in more VaR exceptions. The daily net revenues for

positions included in VaR used to determine VaR exceptions

reflect the impact of any intraday activity, including bid/offer

net revenues, which are more likely than not to be positive by

their nature.

145 Goldman Sachs March 2024 Form 10-Q

Sensitivity Measures

Certain portfolios and individual positions are not included

in VaR because VaR is not the most appropriate risk

measure. Other sensitivity measures we use to analyze market

risk are described below.

10% Sensitivity Measures. The table below presents our

market risk by asset category for positions accounted for at

fair value or accounted for at the lower of cost or fair value,

that are not included in VaR.

 

As of

$ in millions

March 2024

December 2023

March 2023

Equity

$ 1,528

$ 1,562

$ 1,570

Debt

2,120

2,446

2,775

Total

$ 3,648

$ 4,008

$ 4,345

In the table above:

  • The market risk of these positions is determined by

    estimating the potential reduction in net revenues of a 10%

    decline in the value of the underlying positions.

  • Equity positions relate to private and public equity

    securities, which primarily include investments in

    corporate, real estate and infrastructure assets.

    Substantially all such equity positions are included within

    Asset & Wealth Management.

  • Debt positions include mezzanine and senior debt, and

    corporate and real estate loans, substantially all of which

    are included within Asset & Wealth Management. Debt

    positions as of March 2024 decreased compared with both

    December 2023 and March 2023, primarily due to the sales

    of GreenSky and Marcus loans.

  • Funded equity and debt positions are included in our

    consolidated balance sheets in investments and loans, and

    the related hedges are included in our consolidated balance

    sheets in derivatives. See Note 8 to the consolidated

    financial statements for further information about

    investments, Note 9 to the consolidated financial

    statements for further information about loans and Note 7

    to the consolidated financial statements for further

    information about derivatives.

  • These measures do not reflect the diversification effect

    across asset categories or across other market risk

    measures.

Credit and Funding Spread Sensitivity on Derivatives

and Financial Liabilities. VaR excludes the impact of

changes in counterparty credit spreads, our own credit

spreads and unsecured funding spreads on derivatives, as well

as changes in our own credit spreads (debt valuation

adjustment) on financial liabilities for which the fair value

option was elected. The estimated sensitivity to a one basis

point increase in credit spreads (counterparty and our own)

and unsecured funding spreads on derivatives (including

hedges) was a loss of $2 million as of both March 2024 and

December 2023. In addition, the estimated sensitivity to a one

basis point increase in our own credit spreads on financial

liabilities for which the fair value option was elected was a

gain of $42 million as of both March 2024 and December

2023. However, the actual net impact of a change in our own

credit spreads is also affected by the liquidity, duration and

convexity (as the sensitivity is not linear to changes in yields)

of those financial liabilities for which the fair value option

was elected, as well as the relative performance of any hedges

undertaken.

Earnings-at-Risk. The table below presents the impact of a

parallel shift in rates on our net revenues and preferred stock

dividends over the next 12 months relative to the baseline

scenario.

 

As of

$ in millions

March 2024

December 2023

+100 basis points parallel shift in rates

$ 151

$ 225

-100 basis points parallel shift in rates

$ (162)

$ (232)

+200 basis points parallel shift in rates

$ 295

$ 445

-200 basis points parallel shift in rates

$ (325)

$ (475)

In the table above, the EaR metric utilized various

assumptions, including, among other things, balance sheet

size and composition, prepayment behavior and deposit

repricing, all of which have inherent uncertainties. The EaR

metric does not represent a forecast of our net revenues and

preferred stock dividends. We expect our EaR to be more

sensitive to short-term interest rates than long-term rates.

Other Market Risk Considerations

We make investments in securities that are accounted for as

available-for-sale, held-to-maturity or under the equity

method which are included in investments in the consolidated

balance sheets. See Note 8 to the consolidated financial

statements for further information.

Direct investments in real estate are accounted for at cost less

accumulated depreciation. See Note 12 to the consolidated

financial statements for further information about other

assets.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

Goldman Sachs March 2024 Form 10-Q 146

Financial Statement Linkages to Market Risk

Measures

We employ a variety of risk measures, each described in the

respective sections above, to monitor market risk across the

consolidated balance sheets and consolidated statements of

earnings. The related gains and losses on these positions are

included in market making, other principal transactions,

interest income and interest expense in the consolidated

statements of earnings, and debt valuation adjustment and

unrealized gains/(losses) on available-for-sale securities in the

consolidated statements of comprehensive income.

The table below presents certain assets and liabilities

accounted for at fair value or accounted for at the lower of

cost or fair value in our consolidated balance sheets and the

market risk measures used to assess those assets and

liabilities.

Assets or Liabilities

Market Risk Measures

Collateralized agreements and financings

VaR

Customer and other receivables

10% Sensitivity Measures

Trading assets and liabilities

VaR

Credit Spread Sensitivity

10% Sensitivity Measures

Investments

VaR

10% Sensitivity Measures

Loans

VaR

10% Sensitivity Measures

Other assets and liabilities

VaR

Deposits

VaR

Credit Spread Sensitivity

Unsecured borrowings

VaR

Credit Spread Sensitivity

In addition to the above, we measure the interest rate risk for

all positions within our consolidated balance sheets using the

EaR metric.

Credit Risk Management

Overview

Credit risk represents the potential for loss due to the default

or deterioration in credit quality of a counterparty (e.g., an

OTC derivatives counterparty or a borrower) or an issuer of

securities or other instruments we hold. Our exposure to

credit risk comes mostly from client transactions in OTC

derivatives and loans and lending commitments. Credit risk

also comes from cash placed with banks, securities financing

transactions (i.e., resale and repurchase agreements and

securities borrowing and lending activities) and customer and

other receivables.

Credit Risk, which is independent of our revenue-producing

units and reports to our chief risk officer, has primary

responsibility for assessing, monitoring and managing our

credit risk through firmwide oversight across our global

businesses. In addition, we hold other positions that give rise

to credit risk (e.g., bonds and secondary bank loans). These

credit risks are captured as a component of market risk

measures, which are monitored and managed by Market

Risk. We also enter into derivatives to manage market risk

exposures. Such derivatives also give rise to credit risk, which

is monitored and managed by Credit Risk.

Credit Risk Management Process

Our process for managing credit risk includes the critical

components of our risk management framework described in

the “Overview and Structure of Risk Management,” as well

as the following:

  • Monitoring compliance with established credit risk limits

    and reporting our credit exposures and credit

    concentrations;

  • Establishing or approving underwriting standards;
  • Assessing the likelihood that a counterparty will default on

    its payment obligations;

  • Measuring our current and potential credit exposure and

    losses resulting from a counterparty default;

  • Using credit risk mitigants, including collateral and

    hedging; and

  • Maximizing recovery through active workout and

    restructuring of claims.

We also perform credit analyses, which incorporate initial

and ongoing evaluations of the capacity and willingness of a

counterparty to meet its financial obligations. For

substantially all of our credit exposures, the core of our

process is an annual counterparty credit evaluation or more

frequently if deemed necessary as a result of events or

changes in circumstances. We determine an internal credit

rating for the counterparty by considering the results of the

credit evaluations and assumptions with respect to the nature

of and outlook for the counterparty’s industry and the

economic environment. For collateralized loans, we also take

into consideration collateral received or other credit support

arrangements when determining an internal credit rating.

Senior personnel, with expertise in specific industries, inspect

and approve credit reviews and internal credit ratings.

Our risk assessment process may also include, where

applicable, reviewing certain key metrics, including, but not

limited to, delinquency status, collateral value, FICO credit

scores and other risk factors.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

147 Goldman Sachs March 2024 Form 10-Q

Our credit risk management systems capture credit exposure

to individual counterparties and on an aggregate basis to

counterparties and their subsidiaries. These systems also

provide management with comprehensive information about

our aggregate credit risk by product, internal credit rating,

industry, country and region.

Risk Measures

We measure our credit risk based on the potential loss in the

event of non-payment by a counterparty using current and

potential exposure. For derivatives and securities financing

transactions, current exposure represents the amount

presently owed to us after taking into account applicable

netting and collateral arrangements, while potential exposure

represents our estimate of the future exposure that could

arise over the life of a transaction based on market

movements within a specified confidence level. Potential

exposure also takes into account netting and collateral

arrangements. For loans and lending commitments, the

primary measure is a function of the notional amount of the

position.

Stress Tests

We conduct regular stress tests to calculate the credit

exposures, including potential concentrations that would

result from applying shocks to counterparty credit ratings or

credit risk factors (e.g., currency rates, interest rates, equity

prices). These shocks cover a wide range of moderate and

more extreme market movements, including shocks to

multiple risk factors, consistent with the occurrence of a

severe market or economic event. In the case of sovereign

default, we estimate the direct impact of the default on our

sovereign credit exposures, changes to our credit exposures

arising from potential market moves in response to the

default, and the impact of credit market deterioration on

corporate borrowers and counterparties that may result from

the sovereign default. Unlike potential exposure, which is

calculated within a specified confidence level, stress testing

does not generally assume a probability of these events

occurring. We also perform firmwide stress tests. See

“Overview and Structure of Risk Management” for

information about firmwide stress tests.

To supplement these regular stress tests, as described above,

we also conduct tailored stress tests on an ad hoc basis in

response to specific market events that we deem significant.

We also utilize these stress tests to estimate the indirect

impact of certain hypothetical events on our country

exposures, such as the impact of credit market deterioration

on corporate borrowers and counterparties along with the

shocks to the risk factors described above. The parameters of

these shocks vary based on the scenario reflected in each

stress test. We review estimated losses produced by the stress

tests in order to understand their magnitude, highlight

potential loss concentrations, and assess and seek to mitigate

our exposures, where necessary.

Limits

We use credit risk limits at various levels, as well as

underwriting standards to manage the size and nature of our

credit exposures. Limits for industries and countries are

based on our risk appetite and are designed to allow for

regular monitoring, review, escalation and management of

credit risk concentrations. See “Overview and Structure of

Risk Management” for information about the limit approval

process.

Credit Risk is responsible for monitoring these limits, and

identifying and escalating to senior management and/or the

appropriate risk committee, on a timely basis, instances

where limits have been exceeded.

Risk Mitigants

To reduce our credit exposures on derivatives and securities

financing transactions, we may enter into netting agreements

with counterparties that permit us to offset receivables and

payables with such counterparties. We may also reduce credit

risk with counterparties by entering into agreements that

enable us to obtain collateral from them on an upfront or

contingent basis and/or to terminate transactions if the

counterparty’s credit rating falls below a specified level. We

monitor the fair value of the collateral to ensure that our

credit exposures are appropriately collateralized. We seek to

minimize exposures where there is a significant positive

correlation between the creditworthiness of our

counterparties and the market value of collateral we receive.

For loans and lending commitments, depending on the credit

quality of the borrower and other characteristics of the

transaction, we employ a variety of potential risk mitigants.

Risk mitigants include collateral provisions, guarantees,

covenants, structural seniority of the bank loan claims and,

for certain lending commitments, provisions in the legal

documentation that allow us to adjust loan amounts, pricing,

structure and other terms as market conditions change. The

type and structure of risk mitigants employed can

significantly influence the degree of credit risk involved in a

loan or lending commitment.

When we do not have sufficient visibility into a

counterparty’s financial strength or when we believe a

counterparty requires support from its parent, we may obtain

third-party guarantees of the counterparty’s obligations. We

may also seek to mitigate our credit risk using credit

derivatives or participation agreements.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

Goldman Sachs March 2024 Form 10-Q 148

Credit Exposures

As of March 2024, our aggregate credit exposure decreased

slightly compared with December 2023, primarily reflecting a

decrease in cash deposits with central banks. The percentage

of our credit exposures arising from non-investment-grade

counterparties (based on our internally determined public

rating agency equivalents) increased slightly compared with

December 2023, primarily reflecting a decrease in investment-

grade credit exposure related to cash deposits with central

banks. Our credit exposures are described further below.

Cash and Cash Equivalents. Our credit exposure on cash

and cash equivalents arises from our unrestricted cash, and

includes both interest-bearing and non-interest-bearing

deposits. We seek to mitigate the risk of credit loss, by

placing substantially all of our deposits with highly rated

banks and central banks.

The table below presents our credit exposure from

unrestricted cash and cash equivalents, and the concentration

by industry, region and internally determined public rating

agency equivalents.

 

As of

$ in millions

March 2024

December 2023

Cash and Cash Equivalents

$194,630

$224,493

Industry

  

Financial Institutions

10%

9%

Sovereign

90%

91%

Total

100%

100%

Region

  

Americas

50%

50%

EMEA

38%

34%

Asia

12%

16%

Total

100%

100%

Credit Quality (Credit Rating Equivalent)

  

AAA

68%

65%

AA

15%

15%

A

17%

20%

Total

100%

100%

The table above excludes cash segregated for regulatory and

other purposes of $14.76 billion as of March 2024 and

$17.08 billion as of December 2023.

OTC Derivatives. Our credit exposure on OTC derivatives

arises primarily from our market-making activities. As a

market maker, we enter into derivative transactions to

provide liquidity to clients and to facilitate the transfer and

hedging of their risks. We also enter into derivatives to

manage market risk exposures. We manage our credit

exposure on OTC derivatives using the credit risk process,

measures, limits and risk mitigants described above.

We generally enter into OTC derivatives transactions under

bilateral collateral arrangements that require the daily

exchange of collateral. As credit risk is an essential

component of fair value, we include a credit valuation

adjustment (CVA) in the fair value of derivatives to reflect

counterparty credit risk, as described in Note 7 to the

consolidated financial statements. CVA is a function of the

present value of expected exposure, the probability of

counterparty default and the assumed recovery upon default.

The table below presents our net credit exposure from OTC

derivatives and the concentration by industry and region.

As of

 

March

December

$ in millions

2024

2023

OTC derivative assets

$36,861

$42,950

Collateral (not netted under U.S. GAAP)

(14,750)

(14,420)

Net credit exposure

$22,111

$28,530

Industry

Consumer & Retail

3%

3%

Diversified Industrials

12%

11%

Financial Institutions

19%

21%

Funds

16%

20%

Healthcare

2%

2%

Municipalities & Nonprofit

3%

4%

Natural Resources & Utilities

24%

17%

Sovereign

12%

14%

Technology, Media & Telecommunications

7%

6%

Other (including Special Purpose Vehicles)

2%

2%

Total

100%

100%

Region

 

48%

Americas

42% 51%

 

EMEA

 

45%

Asia

7%

7% 100%

Total

100%

 

Our credit exposure (before any potential recoveries) to OTC

derivative counterparties that defaulted during the three

months ended March 2024 remained low, representing less

than 2% of our total credit exposure from OTC derivatives.

In the table above:

  • OTC derivative assets, included in the consolidated

    balance sheets, are reported on a net-by-counterparty basis

    (i.e., the net receivable for a given counterparty) when a

    legal right of setoff exists under an enforceable netting

    agreement (counterparty netting) and are accounted for at

    fair value, net of cash collateral received under enforceable

    credit support agreements (cash collateral netting).

  • Collateral represents cash collateral and the fair value of

    securities collateral, primarily U.S. and non-U.S.

    government and agency obligations, received under credit

    support agreements, that we consider when determining

    credit risk, but such collateral is not eligible for netting

    under U.S. GAAP.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

149 Goldman Sachs March 2024 Form 10-Q

The table below presents the distribution of our net credit

exposure from OTC derivatives by tenor.

$ in millions

Investment-

Grade

Non-Investment-

Grade / Unrated

Total

As of March 2024

   

Less than 1 year

$ 17,876

4,959

$ 22,835

1 – 5 years

19,806

5,231

25,037

Greater than 5 years

52,840

3,776

56,616

Total

90,522

13,966

104,488

Netting

(75,951)

(6,426)

(82,377)

Net credit exposure

$ 14,571

7,540

$ 22,111

As of December 2023

   

Less than 1 year

$ 19,314

7,700

$ 27,014

1 – 5 years

19,673

6,331

26,004

Greater than 5 years

51,944

3,999

55,943

Total

90,931

18,030

108,961

Netting

(72,412)

(8,019)

(80,431)

Net credit exposure

$ 18,519

10,011

$ 28,530

$

$

$

$

In the table above:

  • Tenor is based on remaining contractual maturity.
  • Netting includes counterparty netting across tenor

    categories and collateral that we consider when

    determining credit risk (including collateral that is not

    eligible for netting under U.S. GAAP). Counterparty

    netting within the same tenor category is included within

    such tenor category.

The tables below present the distribution of our net credit

exposure from OTC derivatives by tenor and internally

determined public rating agency equivalents.

 

Investment-Grade

$ in millions

AAA

AA

A

BBB

Total

As of March 2024

     

Less than 1 year

$ 790

$ 2,719

$ 8,954

$ 5,413

$ 17,876

1 – 5 years

1,464

4,797

7,282

6,263

19,806

Greater than 5 years

5,788

12,580

16,948

17,524

52,840

Total

8,042

20,096

33,184

29,200

90,522

Netting

(5,251)

(18,826)

(29,176)

(22,698)

(75,951)

Net credit exposure

$ 2,791

$ 1,270

$ 4,008

$ 6,502

$ 14,571

As of December 2023

     

Less than 1 year

$ 583

$ 4,383

$ 7,718

$ 6,630

$ 19,314

1 – 5 years

1,226

4,850

6,755

6,842

19,673

Greater than 5 years

5,963

13,417

15,507

17,057

51,944

Total

7,772

22,650

29,980

30,529

90,931

Netting

(5,308)

(18,364)

(25,470)

(23,270)

(72,412)

Net credit exposure

$ 2,464

$ 4,286

$ 4,510

$ 7,259

$ 18,519

Non-Investment-Grade / Unrated

$ in millions BB Unrated Total

As of March 2024

Less than 1 year $ 4,331 $ 628 $ 4,959

1 – 5 years 5,089 142 5,231

Greater than 5 years 3,665 111 3,776

Total 13,085 881 13,966

Netting (6,332) (94) (6,426)

Net credit exposure $ 6,753 $ 787 $ 7,540

As of December 2023

Less than 1 year $ 7,274 $ 426 $ 7,700

1 – 5 years 6,244 87 6,331

Greater than 5 years 3,887 112 3,999

Total 17,405 625 18,030

Netting (7,975) (44) (8,019)

Net credit exposure $ 9,430 $ 581 $ 10,011

Lending Activities. We manage our lending activities using

the credit risk process, measures, limits and risk mitigants

described above. Other lending positions, including

secondary trading positions, are risk-managed as a

component of market risk.

The table below presents our loans and lending

commitments.

$ in millions

Loans

Lending

Commitments

Total

As of March 2024

   

Corporate

$ 35,933

$ 149,537

$ 185,470

Commercial real estate

26,656

3,385

30,041

Residential real estate

24,112

1,291

25,403

Securities-based

14,526

708

15,234

Other collateralized

66,802

26,895

93,697

Consumer:

   

Installment

374

1

375

Credit cards

18,798

73,621

92,419

Other

1,635

804

2,439

Total

$ 188,836

$ 256,242

$ 445,078

Allowance for loan losses

$ (4,902)

$ (633)

$ (5,535)

As of December 2023

   

Corporate

$ 35,874

$ 144,463

$ 180,337

Commercial real estate

26,028

3,440

29,468

Residential real estate

25,388

1,471

26,859

Securities-based

14,621

691

15,312

Other collateralized

62,225

23,731

85,956

Consumer:

   

Installment

3,298

2,250

5,548

Credit cards

19,361

70,824

90,185

Other

1,613

888

2,501

Total

$ 188,408

$ 247,758

$ 436,166

Allowance for loan losses

$ (5,050)

$ (620)

$ (5,670)

In the table above, lending commitments excluded $5.73

billion as of March 2024 and $5.81 billion as of December

2023 related to issued letters of credit which are classified as

guarantees in our consolidated financial statements. See Note

18 to the consolidated financial statements for further

information about guarantees.

See Note 9 to the consolidated financial statements for

information about net charge-offs on wholesale and

consumer loans, as well as past due and nonaccrual loans

accounted for at amortized cost.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

Goldman Sachs March 2024 Form 10-Q 150

Corporate. Corporate loans and lending commitments

include term loans, revolving lines of credit, letter of credit

facilities and bridge loans, and are principally used for

operating and general corporate purposes, or in connection

with acquisitions. Corporate loans are secured (typically by a

senior lien on the assets of the borrower) or unsecured,

depending on the loan purpose, the risk profile of the

borrower and other factors.

The table below presents our credit exposure from corporate

loans and lending commitments, and the concentration by

industry, region, internally determined public rating agency

equivalents and other credit metrics.

$ in millions

Loans

Commitments

Total

As of March 2024

 

$149,537

 

Corporate

$35,933

 

$185,470

Consumer & Retail

9%

12%

12%

Diversified Industrials

18%

20%

19%

Financial Institutions

7%

9%

9%

Funds

4%

4%

3%

Healthcare

10%

11%

11%

Natural Resources & Utilities

9%

17%

15%

Real Estate

13%

5%

7%

Technology, Media & Telecommunications

25%

21%

22%

Other (including Special Purpose Vehicles)

5%

1%

2%

Total

   
 

100%

100%

100%

Region

   

Americas

64%

77%

74%

EMEA

28%

22%

23%

Asia

8%

1%

3%

Total

100%

100%

100%

Credit Quality (Credit Rating Equivalent)

   

AAA

1%

1%

AA

1%

5%

4%

A

5%

20%

17%

BBB

21%

41%

37%

BB or lower

73%

33%

41%

Total

100%

100%

100%

As of December 2023

   

Corporate

$35,874

$144,463

$180,337

Industry

   

Consumer & Retail

11%

13%

12%

Diversified Industrials

17%

20%

20%

Financial Institutions

8%

9%

9%

Funds

4%

3%

3%

Healthcare

9%

11%

10%

Natural Resources & Utilities

8%

18%

16%

Real Estate

13%

5%

7%

Technology, Media & Telecommunications

25%

20%

21%

Other (including Special Purpose Vehicles)

Total

5%

1%

2%

 

100%

100%

100%

Region

   

Americas

63%

77%

74%

EMEA

29%

22%

23%

Asia

8%

1%

3%

Total

100%

100%

100%

Credit Quality (Credit Rating Equivalent)

   

AAA

1%

1%

AA

1%

5%

4%

A

5%

20%

17%

BBB

20%

41%

37%

BB or lower

74%

33%

41%

Total

100%

100%

100%

Lending

Industry

Commercial Real Estate. Commercial real estate includes

originated loans and lending commitments that are directly

or indirectly secured by hotels, retail stores, multifamily

housing complexes and commercial and industrial properties.

Commercial real estate also includes loans and lending

commitments extended to clients who warehouse assets that

are directly or indirectly backed by commercial real estate. In

addition, commercial real estate includes loans purchased by

us.

The table below presents our credit exposure from

commercial real estate loans and lending commitments, and

the concentration by region, internally determined public

rating agency equivalents and other credit metrics.

$ in millions

Loans

Lending

Commitments

Total

As of March 2024

   

Commercial Real Estate

$26,656

$3,385

$30,041

Region

   

Americas

83%

79%

83%

EMEA

14%

21%

15%

Asia

3%

2%

Total

100%

100%

100%

Credit Quality (Credit Rating Equivalent)

  

Investment-grade

50%

49%

50%

Non-investment-grade

50%

51%

50%

Total

100%

100%

100%

As of December 2023

   

Commercial Real Estate

$26,028

$3,440

$29,468

Region

   

Americas

80%

74%

79%

EMEA

17%

25%

18%

Asia

3%

1%

3%

Total

100%

100%

100%

Credit Quality (Credit Rating Equivalent)

  

Investment-grade

47%

46%

47%

Non-investment-grade

52%

54%

52%

Unrated

1%

1%

Total

100%

100%

100%

In the table above:

  • The concentration of loans and lending commitments by

    asset class as of March 2024 was 42% for warehouse and

    other indirect, 13% for multifamily, 10% for industrials,

    7% for office, 7% for hospitality, 3% for mixed use and

    18% for other asset classes. The concentration of loans and

    lending commitments by asset class as of December 2023

    was 42% for warehouse and other indirect, 13% for

    multifamily, 12% for industrials, 7% for office, 7% for

    hospitality, 7% for mixed use and 12% for other asset

    classes.

  • The net charge-off ratio for commercial real estate loans

    was 0.3% for the three months ended March 2024. The net

    charge-off ratio is calculated by dividing annualized net

    charge-offs by average gross loans accounted for at

    amortized cost.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

151 Goldman Sachs March 2024 Form 10-Q

In addition, we also have credit exposure to commercial real

estate loans held for securitization of $91 million as of March

2024 and $119 million as of December 2023. Such loans are

included in trading assets in our consolidated balance sheets.

Residential Real Estate. Residential real estate loans and

lending commitments are primarily extended to wealth

management clients and to clients who warehouse assets that

are directly or indirectly secured by residential real estate. In

addition, residential real estate includes loans purchased by

us.

The table below presents our credit exposure from residential

real estate loans and lending commitments, and the

concentration by region, internally determined public rating

agency equivalents and other credit metrics.

$ in millions

Loans

Commitments

Total

As of March 2024

   

Residential Real Estate

$24,112

$1,291

$25,403

Region

   

Americas

95%

97%

95%

EMEA

4%

3%

4%

Asia

1%

1%

Total

100%

100%

100%

Credit Quality (Credit Rating Equivalent)

  

Investment-grade

37%

47%

38%

Non-investment-grade

14%

30%

14%

Other metrics

49%

23%

48%

Total

100%

100%

100%

As of December 2023

   

Residential Real Estate

$25,388

$1,471

$26,859

Region

   

Americas

95%

93%

95%

EMEA

4%

7%

4%

Asia

1%

1%

Total

100%

100%

100%

Credit Quality (Credit Rating Equivalent)

   

Investment-grade

42%

56%

43%

Non-investment-grade

13%

25%

13%

Other metrics

45%

16%

43%

Unrated

3%

1%

Total

100%

100%

100%

Lending

In the table above:

  • Credit exposure included loans and lending commitments

    of $12.97 billion as of March 2024 and $14.45 billion as of

    December 2023 which are extended to clients who

    warehouse assets that are directly or indirectly secured by

    residential real estate.

  • Substantially all residential real estate loans included in the

    other metrics category consists of loans extended to wealth

    management clients. As of both March 2024 and December

    2023, substantially all of such loans had a loan-to-value

    ratio of less than 80% and were performing in accordance

    with the contractual terms. Additionally, as of both March

    2024 and December 2023, the vast majority of such loans

    had a FICO credit score of greater than 740.

In addition, we also have credit exposure to residential real

estate loans held for securitization of $7.91 billion as of

March 2024 and $7.65 billion as of December 2023. Such

loans are included in trading assets in our consolidated

balance sheets.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

Goldman Sachs March 2024 Form 10-Q 152

Securities-Based. Securities-based includes loans and

lending commitments that are secured by stocks, bonds,

mutual funds, and exchange-traded funds. These loans and

commitments are primarily extended to our wealth

management clients and used for purposes other than

purchasing, carrying or trading margin stocks. Securities-

based loans require borrowers to post additional collateral

based on changes in the underlying collateral’s fair value.

The table below presents our credit exposure from securities-

based loans and lending commitments, and the concentration

by region, internally determined public rating agency

equivalents and other credit metrics.

$ in millions

Loans

Commitments

Total

As of March 2024

   

Securities-based

$14,526

$708

$15,234

Region

   

Americas

79%

99%

80%

EMEA

20%

1%

19%

Asia

1%

1%

Total

100%

100%

100%

Credit Quality (Credit Rating Equivalent)

  

Investment-grade

75%

24%

72%

Non-investment-grade

4%

2%

4%

Other metrics

21%

74%

24%

Total

100%

100%

100%

As of December 2023

   

Securities-based

$14,621

$691

$15,312

Region

   

Americas

79%

98%

80%

EMEA

20%

2%

19%

Asia

1%

1%

Total

100%

100%

100%

Credit Quality (Credit Rating Equivalent)

  

Investment-grade

75%

25%

73%

Non-investment-grade

4%

2%

4%

Other metrics

21%

73%

23%

Total

100%

100%

100%

Lending

In the table above, substantially all securities-based loans

included in the other metrics category had a loan-to-value

ratio of less than 80% and were performing in accordance

with the contractual terms as of both March 2024 and

December 2023.

Other Collateralized. Other collateralized includes loans

and lending commitments that are backed by specific

collateral (other than securities and real estate). Such loans

and lending commitments are extended to clients who

warehouse assets that are directly or indirectly secured by

corporate loans, consumer loans and other assets. Other

collateralized also includes loans and lending commitments

to investment funds (managed by third parties) that are

collateralized by capital commitments of the funds’ investors

or assets held by the fund, as well as other secured loans and

lending commitments extended to our wealth management

clients.

The table below presents our credit exposure from other

collateralized loans and lending commitments, and the

concentration by region, internally determined public rating

agency equivalents and other credit metrics.

$ in millions

Loans

Commitments

Total

As of March 2024

   

Other Collateralized

$66,802

$26,895

$93,697

Region

   

Americas

88%

92%

89%

EMEA

11%

8%

10%

Asia

1%

1%

Total

100%

100%

100%

Credit Quality (Credit Rating Equivalent)

  

Investment-grade

82%

87%

83%

Non-investment-grade

18%

11%

16%

Unrated

2%

1%

Total

100%

100%

100%

As of December 2023

   

Other Collateralized

$62,225

$23,731

$85,956

Region

   

Americas

89%

94%

90%

EMEA

10%

5%

9%

Asia

1%

1%

1%

Total

100%

100%

100%

Credit Quality (Credit Rating Equivalent)

  

Investment-grade

78%

80%

79%

Non-investment-grade

21%

18%

20%

Unrated

1%

2%

1%

Total

100%

100%

100%

Lending

In the table above, credit exposure included loans and

lending commitments extended to clients who warehouse

assets of $26.88 billion as of March 2024 and $21.78 billion as

of December 2023.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

153 Goldman Sachs March 2024 Form 10-Q

Installment and Credit Cards. We originate unsecured

installment loans and credit card loans (pursuant to revolving

lines of credit) to consumers in the Americas. The credit card

lines are cancellable by us and therefore do not result in

credit exposure.

The tables below present our credit exposure from originated

installment and credit card funded loans, and the

concentration by the five most concentrated U.S. states.

$ in millions

Installment

As of March 2024

 

Loans, gross

$374

New Jersey

21%

California

14%

New York

12%

Florida

9%

Minnesota

8%

Other

36%

Total

100%

As of December 2023

Loans, gross

$3,298

California

8%

Texas

8%

Florida

7%

New York

5%

New Jersey

5%

Other

67%

Total

100%

$ in millions Credit Cards

As of March 2024

$18,798

California

17%

Texas

9%

Florida

9%

New York

8%

Illinois

4%

Other

53%

Total

100%

Loans, gross

As of December 2023

Loans, gross $19,361

California 17%

Texas 9%

Florida 8%

New York 8%

Illinois 4%

Other 54%

Total 100%

In addition, we had credit exposure of $2.25 billion as of

December 2023 related to our commitments to provide

unsecured installment loans to consumers.

See Note 9 to the consolidated financial statements for

further information about the credit quality indicators of

installment and credit card loans.

Other. Other includes unsecured loans extended to wealth

management clients and unsecured consumer and credit card

loans purchased by us.

The table below presents our credit exposure from other

loans and lending commitments, and the concentration by

region, internally determined public rating agency

equivalents and other credit metrics.

$ in millions

Loans

Commitments

Total

As of March 2024

   

Other

$1,635

$804

$2,439

Region

   

Americas

97%

100%

98%

EMEA

3%

2%

Total

100%

100%

100%

Credit Quality (Credit Rating Equivalent)

  

Investment-grade

63%

77%

67%

Non-investment-grade

18%

23%

20%

Other metrics

19%

13%

Total

100%

100%

100%

As of December 2023

   

Other

$1,613

$888

$2,501

Region

   

Americas

97%

100%

98%

EMEA

3%

2%

Total

100%

100%

100%

Credit Quality (Credit Rating Equivalent)

  

Investment-grade

61%

87%

70%

Non-investment-grade

9%

13%

11%

Other metrics

30%

19%

Total

100%

100%

100%

Lending

In the table above, other metrics primarily includes consumer

and credit card loans purchased by us. Our risk assessment

process for such loans includes reviewing certain key metrics,

such as expected cash flows, delinquency status and other

risk factors.

In addition, we also have credit exposure to other loans held

for securitization of $1.14 billion as of March 2024 and $1.22

billion as of December 2023. Such loans are included in

trading assets in our consolidated balance sheets.

Credit Hedges. We seek to mitigate the credit risk

associated with our lending activities by obtaining credit

protection on certain loans and lending commitments

through credit default swaps, both single-name and index-

based contracts, and through the issuance of credit-linked

notes.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

Goldman Sachs March 2024 Form 10-Q 154

Securities Financing Transactions. We enter into

securities financing transactions in order to, among other

things, facilitate client activities, invest excess cash, acquire

securities to cover short positions and finance certain

activities. We bear credit risk related to resale agreements

and securities borrowed only to the extent that cash

advanced or the value of securities pledged or delivered to the

counterparty exceeds the value of the collateral received. We

also have credit exposure on repurchase agreements and

securities loaned to the extent that the value of securities

pledged or delivered to the counterparty for these

transactions exceeds the amount of cash or collateral

received. Securities collateral for these transactions primarily

includes U.S. and non-U.S. government and agency

obligations.

The table below presents our credit exposure from securities

financing transactions and the concentration by industry,

region and internally determined public rating agency

equivalents.

 

As of

$ in millions

March 2024

December 2023

Securities Financing Transactions

$40,386

$40,201

Industry

  

Financial Institutions

29%

30%

Funds

26%

33%

Municipalities & Nonprofit

7%

7%

Sovereign

37%

29%

Other (including Special Purpose Vehicles)

1%

1%

Total

100%

100%

Region

  

Americas

44%

45%

EMEA

32%

38%

Asia

24%

17%

Total

100%

100%

Credit Quality (Credit Rating Equivalent)

  

AAA

23%

14%

AA

26%

31%

A

35%

38%

BBB

6%

7%

BB or lower

10%

10%

Total

100%

100%

The table above reflects both netting agreements and

collateral that we consider when determining credit risk.

Other Credit Exposures. We are exposed to credit risk

from our receivables from brokers, dealers and clearing

organizations and customers and counterparties. Receivables

from brokers, dealers and clearing organizations primarily

consist of initial margin placed with clearing organizations

and receivables related to sales of securities which have

traded, but not yet settled. These receivables generally have

minimal credit risk due to the low probability of clearing

organization default and the short-term nature of receivables

related to securities settlements. Receivables from customers

and counterparties generally consist of collateralized

receivables related to customer securities transactions and

generally have minimal credit risk due to both the value of

the collateral received and the short-term nature of these

receivables.

The table below presents our other credit exposures and the

concentration by industry, region and internally determined

public rating agency equivalents.

 

As of

$ in millions

March 2024

December 2023

Other Credit Exposures

$45,568

$50,820

Industry

  

Financial Institutions

78%

80%

Funds

15%

13%

Other (including Special Purpose Vehicles)

7%

7%

Total

100%

100%

Region

  

Americas

42%

35%

EMEA

46%

54%

Asia

12%

11%

Total

100%

100%

Credit Quality (Credit Rating Equivalent)

  

AAA

2%

2%

AA

47%

57%

A

27%

26%

BBB

8%

6%

BB or lower

15%

8%

Unrated

1%

1%

Total

100%

100%

The table above reflects collateral that we consider when

determining credit risk.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

155 Goldman Sachs March 2024 Form 10-Q

Selected Exposures

We have credit and market exposures, as described below,

that have had heightened focus given recent events and broad

market concerns. Credit exposure represents the potential for

loss due to the default or deterioration in credit quality of a

counterparty or borrower. Market exposure represents the

potential for loss in value of our long and short positions due

to changes in market prices.

Country Exposures. The Russian invasion of Ukraine has

negatively affected the global economy and increased

macroeconomic uncertainty. Our total credit exposure to

Ukrainian counterparties or borrowers was not material as of

March 2024. Our total market exposure to Ukrainian issuers

as of March 2024 was $139 million, primarily to sovereign

issuers. Such exposure consisted of $150 million related to

debt and $(11) million related to credit derivatives. Our credit

exposure to Russian counterparties or borrowers and our

market exposure to Russian issuers was not material as of

March 2024.

Economic challenges persist for the Argentine government

given uncertainty relating to its fiscal and economic policies.

As of March 2024, our total credit exposure to Argentinian

counterparties or borrowers was not material. Our total

market exposure to Argentinian issuers as of March 2024 was

$159 million, primarily to sovereign issuers. Such exposure

consisted of $74 million related to debt, $15 million related to

credit derivatives and $70 million related to equities.

In addition, economic and/or political uncertainties in

Ethiopia, Lebanon, Pakistan, Sri Lanka and Venezuela have

led to concerns about their financial stability. Our credit

exposure to counterparties or borrowers and our market

exposure to issuers relating to each of these countries was not

material as of March 2024.

We have a comprehensive framework to monitor, measure

and assess our country exposures and to determine our risk

appetite. We determine the country of risk by the location of

the counterparty, issuer’s assets, where they generate revenue,

the country in which they are headquartered, the jurisdiction

where a claim against them could be enforced, and/or the

government whose policies affect their ability to repay their

obligations. We monitor our credit exposure to a specific

country both at the individual counterparty level, as well as

at the aggregate country level. See “Stress Tests” for

information about stress tests that are designed to estimate

the direct and indirect impact of events involving the above

countries.

Operational Risk Management

Overview

Operational risk is the risk of an adverse outcome resulting

from inadequate or failed internal processes, people, systems

or from external events. Our exposure to operational risk

arises from routine processing errors, as well as

extraordinary incidents, such as major systems failures or

legal and regulatory matters.

Potential types of loss events related to internal and external

operational risk include:

  • Execution, delivery and process management;
  • Business disruption and system failures;
  • Employment practices and workplace safety;
  • Clients, products and business practices;
  • Damage to physical assets;
  • Internal fraud; and
  • External fraud.

Operational Risk, which is independent of our revenue-

producing units and reports to our chief risk officer, has

primary responsibility for developing and implementing a

formalized framework for assessing, monitoring and

managing operational risk with the goal of maintaining our

exposure to operational risk at levels that are within our risk

appetite.

Operational Risk Management Process

Our process for managing operational risk includes the

critical components of our risk management framework

described in the “Overview and Structure of Risk

Management,” including a comprehensive data collection

process, as well as firmwide policies and procedures, for

operational risk events.

We combine top-down and bottom-up approaches to manage

and measure operational risk. From a top-down perspective,

our senior management assesses firmwide and business-level

operational risk profiles. From a bottom-up perspective, our

first and second lines of defense are responsible for risk

identification and risk management on a day-to-day basis,

including escalating operational risks and risk events to

senior management.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

Goldman Sachs March 2024 Form 10-Q 156

We seek to maintain a comprehensive control framework

designed to provide a well-controlled environment to

minimize operational risks. The Firmwide Operational Risk

and Resilience Committee is responsible for overseeing

operational risk and the operational resilience of our

business.

Our operational risk management framework is designed to

comply with the operational risk measurement rules under

the Capital Framework and has evolved based on the

changing needs of our businesses and regulatory guidance.

We have established policies that require all employees and

consultants to report and escalate operational risk events.

When operational risk events are identified, our policies

require that the events be documented and analyzed to

determine whether changes are required in our systems and/

or processes to further mitigate the risk of future events.

We use operational risk management applications to capture,

analyze, aggregate and report operational risk event data and

key metrics. One of our key risk identification and control

assessment tools is an operational risk and control self-

assessment process, which is performed by our managers.

This process consists of the identification and rating of

operational risks, on a forward-looking basis, and the related

controls. The results from this process are analyzed to

evaluate operational risk exposures and identify businesses,

activities or products with heightened levels of operational

risk.

Risk Measurement

We measure our operational risk exposure using both

statistical modeling and scenario analyses, which involve

qualitative and quantitative assessments of internal and

external operational risk event data and internal control

factors for each of our businesses. Operational risk

measurement also incorporates an assessment of business

environment factors, including:

  • Evaluations of the complexity of our business activities;
  • The degree of automation in our processes;
  • New activity information;
  • The legal and regulatory environment; and
  • Changes in the markets for our products and services,

    including the diversity and sophistication of our customers

    and counterparties.

The results from these scenario analyses are used to monitor

changes in operational risk and to determine business lines

that may have heightened exposure to operational risk. These

analyses are used in the determination of the appropriate

level of operational risk capital to hold. We also perform

firmwide stress tests. See “Overview and Structure of Risk

Management” for information about firmwide stress tests.

Types of Operational Risks

Increased reliance on technology and third-party

relationships has resulted in increased operational risks, such

as third-party risk, business resilience risk and cybersecurity

risk. See “Cybersecurity Risk Management” for information

about our cybersecurity risk management process. We

manage third-party and business resilience risks as follows:

Third-Party Risk. Third-party risk, including vendor risk, is

the risk of an adverse impact due to reliance on third parties

performing services or activities on our behalf. These risks

may include legal, regulatory, information security,

cybersecurity, reputational, operational or other risks

inherent in engaging a third party. We identify, manage and

report key third-party risks and conduct due diligence across

multiple risk domains, including information security and

cybersecurity, resilience and additional supply chain

dependencies. We evaluate whether vendors design,

implement, and maintain information security controls

consistent with our security policies and standards. Vendors

that access and process our information on their

infrastructure external to our network are required to

undergo an initial risk assessment, resulting in the assignment

of a vendor inherent risk rating that is determined based on a

number of factors, including the type of data stored and

processed by a particular vendor. Subsequently, we conduct

re-certifications at a depth and frequency that is

commensurate with each vendor’s inherent risk rating as a

component of our risk-based approach to vendor oversight.

Vendors are required to agree to standard contractual

provisions before receiving sensitive information from us.

These provisions have specific information security control

requirements, which apply to vendors that store, access,

transmit or otherwise process sensitive information on our

behalf. The Third-Party Risk Program monitors, reviews and

reassesses third-party risks on an ongoing basis. See “Risk

Factors” in Part I, Item 1A of the 2023 Form 10-K for further

information about third-party risk.

Business Resilience Risk. Business resilience risk is the risk

of disruption to our critical processes. We monitor threats

and assess risks and seek to ensure our state of readiness in

the event of a significant operational disruption to the normal

operations of our critical functions or their dependencies,

such as critical facilities, systems, third parties, data and/or

personnel. Our resilience framework defines the fundamental

principles for business continuity planning (BCP) and crisis

management to ensure that critical functions can continue to

operate in the event of a disruption. We seek to maintain a

business continuity program that is comprehensive,

consistent on a firmwide basis, and up-to-date, incorporating

new information, including resilience capabilities. Our

resilience assurance program encompasses testing of response

and recovery strategies on a regular basis with the objective

of minimizing and preventing significant operational

disruptions. See “Business — Business Continuity and

Information Security” in Part I, Item 1 of the 2023 Form 10-K

for further information about business continuity.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

157 Goldman Sachs March 2024 Form 10-Q

Cybersecurity Risk Management

Overview

Cybersecurity risk is the risk of compromising the

confidentiality, integrity or availability of our data and

systems, leading to an adverse impact to us, our reputation,

our clients and/or the broader financial system. We seek to

minimize the occurrence and impact of unauthorized access,

disruption or use of information and/or information systems.

We deploy and operate preventive and detective controls and

processes to mitigate emerging and evolving information

security and cybersecurity threats, including monitoring our

network for known vulnerabilities and signs of unauthorized

attempts to access our data and systems. There is increased

information risk through diversification of our data across

external service providers, including use of a variety of cloud-

provided or -hosted services and applications. In addition,

new AI technologies may increase the frequency and severity

of cybersecurity attacks. See “Risk Factors” in Part I, Item 1A

of the 2023 Form 10-K for further information about

information and cybersecurity risk.

Cybersecurity Risk Management Process

Our cybersecurity risk management processes are integrated

into our overall risk management processes described in the

“Overview and Structure of Risk Management.” We have

established an Information Security and Cybersecurity

Program (the Cybersecurity Program), administered by

Technology Risk within Engineering, and overseen by our

CISO. This program is designed to identify, assess, document

and mitigate threats, establish and evaluate compliance with

information security mandates, adopt and apply our security

control framework, and prevent, detect and respond to

security incidents. The Cybersecurity Program is periodically

reviewed and modified to respond to changing threats and

conditions. A dedicated Operational Risk team, which

reports to the chief risk officer, provides oversight and

challenge of the Cybersecurity Program, independent of

Technology Risk, and assesses the operating effectiveness of

the program against industry standard frameworks and

Board risk appetite-approved operational risk limits and

thresholds.

Our process for managing cybersecurity risk includes the

critical components of our risk management framework

described in the “Overview and Structure of Risk

Management,” as well as the following:

  • Training and education, to enable our people to recognize

    information and cybersecurity concerns and respond

    accordingly;

  • Identity and access management, including entitlement

    management and production access;

  • Application and software security, including software

    change management, open source software, and backup

    and restoration;

  • Infrastructure security, including monitoring our network

    for known vulnerabilities and signs of unauthorized

    attempts to access our data and systems;

  • Mobile security, including mobile applications;
  • Data security, including cryptography and encryption,

    database security, data erasure and media disposal;

  • Cloud computing, including governance and security of

    cloud applications, and software-as-a-service data

    onboarding;

  • Technology operations, including change management,

    incident management, capacity and resilience; and

  • Third-party risk management, including vendor

    management and governance, and cybersecurity and

    business resiliency on vendor assessments.

In conjunction with third-party vendors and consultants, we

perform risk assessments to gauge the performance of the

Cybersecurity Program, to estimate our risk profile and to

assess compliance with relevant regulatory requirements. We

perform periodic assessments of control efficacy through our

internal risk and control self-assessment process, as well as a

variety of external technical assessments, including external

penetration tests and “red team” engagements where third

parties test our defenses. The results of these risk

assessments, together with control performance findings, are

used to establish priorities, allocate resources, and identify

and improve controls. We use third parties, such as outside

forensics firms, to augment our cyber incident response

capabilities. We have a vendor management program that

documents a risk-based framework for managing third-party

vendor relationships. Information security risk management

is built into our vendor management process, which covers

vendor selection, onboarding, performance monitoring and

risk management. See “Third-Party Risk” for further

information about vendor risk.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

Goldman Sachs March 2024 Form 10-Q 158

During the three months ended March 2024, we did not

identify any cybersecurity threats that have materially

affected or are reasonably likely to materially affect our

business strategy, results of operations or financial condition.

Technology Risk monitors cybersecurity threats and risks

from information security and cybersecurity matters on an

ongoing basis, and allocates resources and directs operations

in a manner designed to mitigate those risks. For example, in

response to the proliferation of ransomware attacks reported

globally over the past year, we have emphasized phishing

training for our employees and allocated additional resources

for business continuity. However, despite these efforts, we

cannot eliminate all cybersecurity risks or provide assurances

that we have not had occurrences of undetected cybersecurity

incidents.

Governance

The Board, both directly and through its committees,

including its Risk and Audit Committees, oversees our risk

management policies and practices, including cybersecurity

risks, and information security and cybersecurity matters.

Our chief risk officer, chief information officer and chief

technology officer, among others, periodically brief the Board

on operational and technology risks, including cybersecurity

risks, that we face. The Board also receives regular briefings

from our CISO on a range of cybersecurity-related topics,

including the status of our Cybersecurity Program, emerging

cybersecurity threats, mitigation strategies and related

regulatory engagements. In addition, these are topics on

which various directors maintain an ongoing dialogue with

our CISO, chief information officer and chief technology

officer.

Our CISO is responsible for managing and implementing the

Cybersecurity Program and reports directly to our chief

information officer. Our CISO oversees our Technology Risk

team, which assesses and manages material risks from

cybersecurity threats, sets firmwide control requirements,

assesses adherence to controls, and oversees incident

detection and response.

In addition, we have a series of committees that oversee the

implementation of our cybersecurity risk management

strategy and framework. These committees are informed

about cybersecurity incidents and risks by designated

members of Technology Risk and Operational Risk, who

periodically report to these committees about the

Cybersecurity Program, including the efforts of the

Technology Risk and Operational Risk teams to prevent,

detect, mitigate and remediate incidents and threats. These

committees enable formal escalation and reporting of risks,

and our CISO and other members of Technology Risk

provide regular briefings to these committees.

The following are the primary committees and steering

groups that oversee our Cybersecurity Program:

  • The Firmwide Operational Risk and Resilience Committee.

    See “Overview and Structure of Risk Management” for

    further information about this committee.

  • The Firmwide Technology Risk Committee reviews

    matters related to the design, development, deployment

    and use of technology. This committee oversees

    cybersecurity matters, as well as technology risk

    management frameworks and methodologies, and

    monitors their effectiveness. This committee is chaired by

    our chief technology officer and reports to the Firmwide

    Operational Risk and Resilience Committee.

  • The Engineering Risk Steering Group oversees Engineering

    risk decisions, monitors control performance and reviews

    approaches to comply with current and emerging

    regulation applicable to Engineering. This committee is

    chaired by our CISO (who also serves on the Firmwide

    Technology Risk Committee) and reports to the Firmwide

    Technology Risk Committee.

Our CISO, senior management within Technology Risk and

Operational Risk, as well as management personnel

overseeing the Cybersecurity Program, all have substantial

relevant expertise in the areas of information security and

cybersecurity risk management.

Model Risk Management

Overview

Model risk is the potential for adverse consequences from

decisions made based on model outputs that may be incorrect

or used inappropriately. We rely on quantitative models

across our business activities primarily to value certain

financial assets and liabilities, to monitor and manage our

risk, and to measure and monitor our regulatory capital.

Model Risk, which is independent of our revenue-producing

units, model developers, model owners and model users, and

reports to our chief risk officer, has primary responsibility for

assessing, monitoring and managing our model risk through

firmwide oversight across our global businesses, and provides

periodic updates to senior management, risk committees and

the Risk Committee of the Board.

Our model risk management framework is managed through

a governance structure and risk management controls, which

encompass standards designed to ensure we maintain a

comprehensive model inventory, including risk assessment

and classification, sound model development practices,

independent review and model-specific usage controls. The

Firmwide Model Risk Control Committee oversees our

model risk management framework.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

159 Goldman Sachs March 2024 Form 10-Q

Model Review and Validation Process

Model Risk consists of quantitative professionals who

perform an independent review, validation and approval of

our models. This review includes an analysis of the model

documentation, independent testing, an assessment of the

appropriateness of the methodology used, and verification of

compliance with model development and implementation

standards.

We regularly refine and enhance our models to reflect

changes in market or economic conditions and our business

  • mix. All models are reviewed on an annual basis, and new

models or significant changes to existing models and their

assumptions are approved prior to implementation.

The model validation process incorporates a review of

models and trade and risk parameters across a broad range of

scenarios (including extreme conditions) in order to critically

evaluate and verify:

  • The model’s conceptual soundness, including the

    reasonableness of model assumptions, and suitability for

    intended use;

  • The testing strategy utilized by the model developers to

    ensure that the models function as intended;

  • The suitability of the calculation techniques incorporated

    in the model;

  • The model’s accuracy in reflecting the characteristics of the

    related product and its significant risks;

  • The model’s consistency with models for similar products;

    and

  • The model’s sensitivity to input parameters and

    assumptions.

See “Critical Accounting Policies — Fair Value — Review of

Valuation Models,” “Liquidity Risk Management,” “Market

Risk Management,” “Credit Risk Management” and

“Operational Risk Management” for further information

about our use of models within these areas.

Other Risk Management

In addition to the areas of risks discussed above, we also

manage other risks, including capital, climate, compliance

and conflicts. These areas of risks are discussed below.

Capital Risk Management

Capital risk is the risk that our capital is insufficient to

support our business activities under normal and stressed

market conditions or we face capital reductions or RWA

increases, including from new or revised rules or changes in

interpretations of existing rules, and are therefore unable to

meet our internal capital targets or external regulatory

capital requirements. Capital adequacy is of critical

importance to us. Accordingly, we have in place a

comprehensive capital management policy that provides a

framework, defines objectives and establishes guidelines to

maintain an appropriate level and composition of capital in

both business-as-usual and stressed conditions. Our capital

management framework is designed to provide us with the

information needed to identify and comprehensively manage

risk, and develop and apply projected stress scenarios that

capture idiosyncratic vulnerabilities with a goal of holding

sufficient capital to remain adequately capitalized even after

experiencing a severe stress event. See “Capital Management

and Regulatory Capital” for further information about our

capital management process.

We have established a comprehensive governance structure to

manage and oversee our day-to-day capital management

activities and to ensure compliance with capital rules and

related policies. Our capital management activities are

overseen by the Board and its committees. The Board is

responsible for approving our annual capital plan and the

Risk Committee of the Board approves our capital

management policy, which details the risk committees and

members of senior management who are responsible for the

ongoing monitoring of our capital adequacy and evaluation

of current and future regulatory capital requirements, the

review of the results of our capital planning and stress tests

processes, and the results of our capital models. In addition,

our risk committees and senior management are responsible

for the review of our contingency capital plan, key capital

adequacy metrics, including regulatory capital ratios, and

capital plan metrics, such as the payout ratio, as well as

monitoring capital targets and potential breaches of capital

requirements.

Our process for managing capital risk includes independent

review by Risk that assesses regulatory capital policies and

related interpretations and escalates certain interpretations to

senior management and/or the appropriate risk committee.

This process also includes, among other things, independent

review and validation of our regulatory capital calculations,

analysis of the related documentation, independent testing

and an assessment of the appropriateness of the calculations

and their alignment with the relevant regulatory capital rules.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

Goldman Sachs March 2024 Form 10-Q 160

Climate-Related and Environmental Risk Management

We categorize climate-related and environmental risks into

physical risk and transition risk. Physical risk is the risk that

asset values may decline or operations may be disrupted as a

result of changes in the climate, while transition risk is the

risk that asset values may decline because of changes in

climate policies or changes in the underlying economy due to

decarbonization.

As a global financial institution, climate-related and

environmental risks manifest in different ways across our

businesses. We have continued to make significant

enhancements to our climate risk management framework,

including steps to further integrate climate risk into our

broader risk management processes. We have integrated

oversight of climate-related risks into our risk management

governance structure, from senior management to our Board

and its committees, including the Risk and Public

Responsibilities Committees. The Risk Committee of the

Board oversees firmwide financial and nonfinancial risks,

which include climate risk, and, as part of its oversight,

receives updates on our risk management approach to climate

risk, including our approaches towards scenario analysis and

integration into existing risk management processes. The

Public Responsibilities Committee of the Board assists the

Board in its oversight of our firmwide sustainability strategy

and sustainability issues affecting us, including with respect

to climate change. As part of its oversight, the Public

Responsibilities Committee receives periodic updates on our

sustainability strategy, and also periodically reviews our

governance and related policies and processes for

sustainability and climate change-related matters. Senior

management within Risk, in coordination with senior

management in both our revenue-producing units and our

other independent risk oversight and control functions, is

responsible for the development of the climate-related and

environmental risk program. The objective of this program is

to integrate climate-related and environmental risks into

existing risk disciplines and business considerations, such as

the integration of climate risk into our credit evaluation and

underwriting processes for select industries.

See “Business — Sustainability” in Part I, Item 1 and “Risk

Factors” in Part I, Item 1A of the 2023 Form 10-K for

information about our sustainability initiatives, including in

relation to climate transition.

Compliance Risk Management

Compliance risk is the risk of legal or regulatory sanctions,

material financial loss or damage to our reputation arising

from our failure to comply with the requirements of

applicable laws, rules and regulations, and our internal

policies and procedures. Compliance risk is inherent in all

activities through which we conduct our businesses. Our

Compliance Risk Management Program, administered by

Compliance, assesses our compliance, regulatory and

reputational risk; monitors for compliance with new or

amended laws, rules and regulations; designs and implements

controls, policies, procedures and training; conducts

independent testing; investigates, surveils and monitors for

compliance risks and breaches; and leads our responses to

regulatory examinations, audits and inquiries. We monitor

and review business practices to assess whether they meet or

exceed minimum regulatory and legal standards in all

markets and jurisdictions in which we conduct business.

Conflicts Management

Conflicts of interest and our approach to dealing with them

are fundamental to our client relationships, our reputation

and our long-term success. The term “conflict of interest”

does not have a universally accepted meaning, and conflicts

can arise in many forms within a business or between

businesses. The responsibility for identifying potential

conflicts, as well as complying with our policies and

procedures, is shared by all of our employees.

We have a multilayered approach to resolving conflicts and

addressing reputational risk. Our senior management

oversees policies related to conflicts resolution and, in

conjunction with Conflicts Resolution, Legal and

Compliance, and internal committees, formulates policies,

standards and principles, and assists in making judgments

regarding the appropriate resolution of particular conflicts.

Resolving potential conflicts necessarily depends on the facts

and circumstances of a particular situation and the

application of experienced and informed judgment.

As a general matter, Conflicts Resolution reviews financing

and advisory assignments in Global Banking & Markets and

certain of our investing, lending and other activities. In

addition, we have various transaction oversight committees,

such as the Firmwide Capital, Commitments and Suitability

Committees and other committees that also review new

underwritings, loans, investments and structured products.

These groups and committees work with internal and

external counsel and Compliance to evaluate and address any

actual or potential conflicts. The head of Conflicts

Resolution reports to our chief legal officer, who reports to

our chief executive officer.

We regularly assess our policies and procedures that address

conflicts of interest in an effort to conduct our business in

accordance with the highest ethical standards and in

compliance with all applicable laws, rules and regulations.

For further information about our risk management

processes, see “Overview and Structure of Risk

Management” and “Risk Factors” in Part I, Item 1A of the

2023 Form 10-K.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

161 Goldman Sachs March 2024 Form 10-Q

Available Information

Our internet address is www.goldmansachs.com and the

investor relations section of our website is located at

www.goldmansachs.com/investor-relations, where we make

available, free of charge, our annual reports on Form 10-K,

quarterly reports on Form 10-Q and current reports on Form

8-K and amendments to those reports filed or furnished

pursuant to Section 13(a) or 15(d) of the Exchange Act, as

well as proxy statements, as soon as reasonably practicable

after we electronically file such material with, or furnish it to,

the SEC. Also posted on our website, and available in print

upon request of any shareholder to our Investor Relations

Department (Investor Relations), are our certificate of

incorporation and by-laws, charters for our Audit, Risk,

Compensation, Corporate Governance and Nominating, and

Public Responsibilities Committees, our Policy Regarding

Director Independence Determinations, our Policy on

Reporting of Concerns Regarding Accounting and Other

Matters, our Corporate Governance Guidelines and our

Code of Business Conduct and Ethics governing our

directors, officers and employees. Within the time period

required by the SEC, we will post on our website any

amendment to the Code of Business Conduct and Ethics and

any waiver applicable to any executive officer, director or

senior financial officer.

Our website also includes information about (i) purchases

and sales of our equity securities by our executive officers and

directors; (ii) disclosure relating to certain non-GAAP

financial measures (as defined in the SEC’s Regulation G)

that we may make public orally, telephonically, by webcast,

by broadcast or by other means; (iii) our DFAST results; (iv)

the public portion of our and GS Bank USA’s resolution plan

submissions; (v) our Pillar 3 disclosure; (vi) our average daily

LCR; (vii) our People Strategy Report; (viii) our

Sustainability Report; (ix) our Task Force on Climate-

Related Financial Disclosures Report; and (x) our average

daily NSFR.

Investor Relations can be contacted at The Goldman Sachs

Group, Inc., 200 West Street, 29th Floor, New York, New

York 10282, Attn: Investor Relations, telephone:

212-902-0300, e-mail: gs-investor-relations@gs.com. We use

the following, as well as other social media channels, to

disclose public information to investors, the media and

others:

  • Our website (www.goldmansachs.com);
  • Our X, formerly known as Twitter, account (x.com/

    GoldmanSachs); and

  • Our Instagram account (instagram.com/GoldmanSachs).

Our officers may use similar social media channels to disclose

public information. It is possible that certain information we

or our officers post on our website and on social media could

be deemed material, and we encourage investors, the media

and others interested in Goldman Sachs to review the

business and financial information we or our officers post on

our website and on the social media channels identified

above. The information on our website and those social

media channels is not incorporated by reference into this

Form 10-Q.

Forward-Looking Statements

We have included in this Form 10-Q, and our management

may make, statements that constitute “forward-looking

statements” within the meaning of the safe harbor provisions

of the U.S. Private Securities Litigation Reform Act of 1995.

Forward-looking statements are not historical facts or

statements of current conditions, but instead represent only

our beliefs regarding future events, many of which, by their

nature, are inherently uncertain and outside our control.

By identifying these statements for you in this manner, we are

alerting you to the possibility that our actual results, financial

condition, liquidity and capital actions may differ, possibly

materially, from the anticipated results, financial condition,

liquidity and capital actions in these forward-looking

statements. Important factors that could cause our results,

financial condition, liquidity and capital actions to differ

from those in these statements include, among others, those

described below and in “Risk Factors” in Part I, Item 1A of

the 2023 Form 10-K.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

Goldman Sachs March 2024 Form 10-Q 162

These statements may relate to, among other things, (i) our

future plans and results, including our target ROE, ROTE,

efficiency ratio, CET1 capital ratio and firmwide AUS

inflows, and how they can be achieved, (ii) trends in or

growth opportunities for our businesses, including the

timing, costs, profitability, benefits and other aspects of

business and strategic initiatives and their impact on our

efficiency ratio, as well as the opportunities and challenges

presented by artificial intelligence, (iii) our level of future

compensation expense, including as a percentage of both

operating expenses and net revenues, net of provision for

credit losses, (iv) our Investment banking fees backlog and

future advisory and capital market results, (v) our expected

interest income and interest expense, (vi) our expense savings

and strategic locations initiatives, (vii) expenses we may

incur, including future litigation expense, (viii) the projected

growth of our deposits and other funding, asset liability

management and funding strategies and related interest

expense savings, (ix) our business initiatives, including

transaction banking, (x) our planned 2024 benchmark debt

issuances, (xi) the amount, composition and location of

GCLA we expect to hold, (xii) our credit exposures, (xiii) our

expected provision for credit losses, (xiv) the adequacy of our

allowance for credit losses, (xv) the narrowing of our

consumer business, (xvi) the objectives and effectiveness of

our BCP, information security program, risk management

and liquidity policies, (xvii) our resolution plan and strategy

and their implications for stakeholders, (xviii) the design and

effectiveness of our resolution capital and liquidity models

and triggers and alerts framework, (xix) the results of stress

tests, the effect of changes to regulations, and our future

status, activities or reporting under banking and financial

regulation, (xx) our expected tax rate, (xxi) the future state

of our liquidity and regulatory capital ratios, and our

prospective capital distributions (including dividends and

repurchases), (xxii) our expected SCB and G-SIB surcharge,

(xxiii) legal proceedings, governmental investigations or

other contingencies, (xxiv) the asset recovery guarantee and

our remediation activities related to our 1Malaysia

Development Berhad (1MDB) settlements, (xxv) the

effectiveness of our management of our human capital,

including our diversity goals, (xxvi) our sustainability and

carbon neutrality targets and goals, (xxvii) future inflation,

(xxviii) the impact of Russia’s invasion of Ukraine and

related sanctions and other developments on our business,

results and financial position, (xxix) our ability to sell, and

the terms of any proposed sales of, Asset & Wealth

Management historical principal investments, (xxx) our

agreement with GM regarding a process to transition the GM

credit card program to another issuer to be selected by GM,

(xxxi) the impact of the conflicts in the Middle East, (xxxii)

our ability to manage our commercial real estate exposures,

(xxxiii) the profitability of Platform Solutions, and (xxxiv)

the effectiveness of our cybersecurity risk management

process.

Statements about our target ROE, ROTE, efficiency ratio

and expense savings, and how they can be achieved, are

based on our current expectations regarding our business

prospects and are subject to the risk that we may be unable to

achieve our targets due to, among other things, changes in

our business mix, lower profitability of new business

initiatives, increases in technology and other costs to launch

and bring new business initiatives to scale, and increases in

liquidity requirements.

Statements about our target ROE, ROTE and CET1 capital

ratio, and how they can be achieved, are based on our current

expectations regarding the capital requirements applicable to

us and are subject to the risk that our actual capital

requirements may be higher than currently anticipated

because of, among other factors, changes in the regulatory

capital requirements applicable to us resulting from changes

in regulations, including as a result of the July 2023 proposal

to revise the U.S. bank regulatory capital rules, or the

interpretation or application of existing regulations or

changes in the nature and composition of our activities.

Statements about our firmwide AUS inflows targets are based

on our current expectations regarding our fundraising

prospects and are subject to the risk that actual inflows may

be lower than expected due to, among other factors,

competition from other asset managers, changes in

investment preferences and changes in economic or market

conditions.

Statements about the timing, costs, profitability, benefits and

other aspects of business and expense savings initiatives, the

level and composition of more durable revenues and increases

in market share and the narrowing of our consumer business

are based on our current expectations regarding our ability to

implement these initiatives and actual results may differ,

possibly materially, from our current expectations due to,

among other things, a delay in the timing of these initiatives,

increased competition and an inability to reduce expenses

and grow businesses with durable revenues or to exit certain

consumer businesses.

Statements about the level of future compensation expense,

including as a percentage of both operating expenses and net

revenues, net of provision for credit losses, and our efficiency

ratio are subject to the risks that the compensation and other

costs to operate our businesses may be greater than currently

expected.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

163 Goldman Sachs March 2024 Form 10-Q

Statements about our Investment banking fees backlog and

future advisory and capital market results are subject to the

risk that advisory and capital market activity may not

increase as the firm expects or that such transactions may be

modified or may not be completed at all, and related net

revenues may not be realized or may be materially less than

expected. Important factors that could have such a result

include, for underwriting transactions, a decline or weakness

in general economic conditions, an outbreak or worsening of

hostilities, including those in Ukraine and the Middle East,

continuing volatility in the securities markets or an adverse

development with respect to the issuer of the securities and,

for advisory transactions, a decline in the securities markets,

an inability to obtain adequate financing, an adverse

development with respect to a party to the transaction or a

failure to obtain a required regulatory approval.

Statements about the projected growth of our deposits and

other funding, asset liability management and funding

strategies and related interest expense savings, and our

platform solutions business, are subject to the risk that actual

growth, savings and profitability may differ, possibly

materially, from that currently anticipated due to, among

other things, changes in interest rates and competition from

other similar products.

Statements about planned 2024 benchmark debt issuances

and the amount, composition and location of GCLA we

expect to hold are subject to the risk that actual issuances and

GCLA levels may differ, possibly materially, from that

currently expected due to changes in market conditions,

business opportunities or our funding and projected liquidity

needs.

Statements about our expected provision for credit losses are

subject to the risk that actual credit losses may differ and our

expectations may change, possibly materially, from that

currently anticipated due to, among other things, changes to

the composition of our loan portfolio and changes in the

economic environment in future periods and our forecasts of

future economic conditions, as well as changes in our models,

policies and other management judgments.

Statements about our future effective income tax rate are

subject to the risk that it may differ from the anticipated rate

indicated in such statements, possibly materially, due to,

among other things, changes in the tax rates applicable to us,

changes in our earnings mix, our profitability and entities in

which we generate profits, the assumptions we have made in

forecasting our expected tax rate, the interpretation or

application of existing tax statutes and regulations, as well as

any corporate tax legislation that may be enacted or any

guidance that may be issued by the U.S. Internal Revenue

Service or in the other jurisdictions in which we operate

(including Global Anti-Base Erosion (Pillar II) guidance).

Statements about the future state of our liquidity and

regulatory capital ratios (including our SCB and G-SIB

surcharge), and our prospective capital distributions

(including dividends and repurchases), are subject to the risk

that our actual liquidity, regulatory capital ratios and capital

distributions may differ, possibly materially, from what is

currently expected due to, among other things, the need to

use capital to support clients, increased regulatory

requirements resulting from changes in regulations or the

interpretation or application of existing regulations, results of

applicable supervisory stress tests, changes to the

composition of our balance sheet and the impact of taxes on

share repurchases. Statements about the estimated impact of

proposed, but not finalized, capital rules are subject to

change as we continue to analyze the proposals, the final

rules may differ from the proposed rules and our balance

sheet composition will change. As a consequence, we may

underestimate the actual impact of the final rules (including

any final rules in respect of the July 2023 proposal from the

U.S. federal bank regulatory agencies).

Statements about the risk exposure related to the asset

recovery guarantee provided to the Government of Malaysia

are subject to the risk that we may be unsuccessful in our

arbitration against the Government of Malaysia. Statements

about the progress or the status of remediation activities

relating to 1MDB are based on our expectations regarding

our current remediation plans. Accordingly, our ability to

complete the remediation activities may change, possibly

materially, from what is currently expected.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

Goldman Sachs March 2024 Form 10-Q 164

Statements about our objectives in management of our

human capital, including our diversity goals, are based on

our current expectations and are subject to the risk that we

may not achieve these objectives and goals due to, among

other things, competition in recruiting and attracting diverse

candidates and unsuccessful efforts in retaining diverse

employees.

Statements about our sustainability and carbon neutrality,

net-zero or other sustainability-related targets and goals are

based on our current expectations and are subject to the risk

that we may not achieve these targets and goals due to,

among other things, global socio-demographic and economic

trends, energy prices, lack of technological innovations,

climate-related conditions and weather events, legislative and

regulatory changes, consumer behavior and demand, and

other unforeseen events or conditions.

Statements about future inflation are subject to the risk that

actual inflation may differ, possibly materially, due to,

among other things, changes in economic growth,

unemployment or consumer demand.

Statements about the impact of Russia’s invasion of Ukraine

and related sanctions, the impact of the conflicts in the

Middle East and other developments on our business, results

and financial position are subject to the risks that hostilities

may escalate and expand, that sanctions may increase and

that the actual impact may differ, possibly materially, from

what is currently expected.

Statements about the proposed sales of Asset & Wealth

Management historical principal investments are subject to

the risks that buyers may not bid on these assets or bid at

levels, or with terms, that are unacceptable to us, and that the

performance of these activities may deteriorate as a result of

the pending sales, and statements about our agreement with

GM regarding a process to transition the GM credit card

program to another issuer to be selected by GM are subject to

the risk that the transaction may not close on the anticipated

timeline or at all, including due to a failure to obtain requisite

regulatory approval.

Statements about the effectiveness of our cybersecurity risk

management process are subject to the risk that measures we

have implemented to safeguard our systems (and third parties

that we interface with) may not be sufficient to prevent a

successful cybersecurity attack or a material security breach

that results in the disclosure of confidential information or

otherwise disrupts our operations.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

165 Goldman Sachs March 2024 Form 10-Q

Item 3. Quantitative and Qualitative

Disclosures About Market Risk

Quantitative and qualitative disclosures about market risk

are set forth in “Management’s Discussion and Analysis of

Financial Condition and Results of Operations — Risk

Management” in Part I, Item 2 of this Form 10-Q.

Item 4. Controls and Procedures

As of the end of the period covered by this report, an

evaluation was carried out by our management, with the

participation of our Chief Executive Officer and Chief

Financial Officer, of the effectiveness of our disclosure

controls and procedures (as defined in Rule 13a-15(e) under

the Exchange Act). Based on that evaluation, our Chief

Executive Officer and Chief Financial Officer concluded that

these disclosure controls and procedures were effective as of

the end of the period covered by this report. In addition, no

change in our internal control over financial reporting (as

defined in Rule 13a-15(f) under the Exchange Act) occurred

during the quarter ended March 2024 that has materially

affected, or is reasonably likely to materially affect, our

internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are involved in a number of judicial, regulatory and

arbitration proceedings concerning matters arising in

connection with the conduct of our businesses. Many of these

proceedings are in early stages, and many of these cases seek

an indeterminate amount of damages. We have estimated the

upper end of the range of reasonably possible aggregate loss

for matters where we have been able to estimate a range and

we believe, based on currently available information, that the

results of matters where we have not been able to estimate a

range of reasonably possible loss, in the aggregate, will not

have a material adverse effect on our financial condition, but

may be material to our operating results in a given period.

Given the range of litigation and investigations presently

under way, our litigation expenses may remain high. See

“Management’s Discussion and Analysis of Financial

Condition and Results of Operations — Use of Estimates” in

Part I, Item 2 of this Form 10-Q. See Notes 18 and 27 to the

consolidated financial statements in Part I, Item 1 of this

Form 10-Q for information about our reasonably possible

aggregate loss estimate and judicial, regulatory and legal

proceedings.

Item 2. Unregistered Sales of Equity

Securities and Use of Proceeds

The table below presents purchases made by or on behalf of

Group Inc. or any “affiliated purchaser” (as defined in Rule

10b-18(a)(3) under the Exchange Act) of our common stock

during the three months ended March 2024.

 

Total

Shares

Purchased

Average

Price Paid

Per Share

Total Shares

Purchased as

Part of a Publicly

Announced

Program

Dollar Value of

Remaining

Authorized

Repurchases

($ in millions)

January

1,442,363

$ 381.56

1,441,339

$ 23,654

February

2,459,260

$ 386.30

2,459,260

$ 22,704

March

$ –

$ 22,704

Total

3,901,623

 

3,900,599

 

In the table above, total shares purchased included 1,024

shares during January 2024 remitted to satisfy statutory

withholding taxes on the delivery of equity-based awards.

In February 2023, our Board approved a share repurchase

program authorizing repurchases of up to $30 billion of our

common stock. This program replaced our previous share

repurchase program and has no set expiration or termination

date. The share repurchases are effected primarily through

regular open-market purchases (which may include

repurchase plans designed to comply with Rule 10b5-1 and

accelerated share repurchases), the amounts and timing of

which are determined primarily by our current and projected

capital position, and capital deployment opportunities, but

which may also be influenced by general market conditions

and the prevailing price and trading volumes of our common

stock.

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the three months ended March 2024, no directors or

executive officers entered into, modified or terminated,

contracts, instructions or written plans for the sale or

purchase of Group Inc.’s securities that were intended to

satisfy the affirmative defense conditions of Rule 10b5-1 or

that constituted non-Rule 10b5-1 trading arrangements (as

defined in Item 408 of Regulation S-K).

Goldman Sachs March 2024 Form 10-Q 166

Item 6. Exhibits

Exhibits

3.1 Certificate of Designations of The Goldman Sachs

Group, Inc. relating to the 7.50% Fixed-Rate Reset

Non-Cumulative Preferred Stock, Series X

(incorporated by reference to Exhibit 3.1 and 4.1 to

the Registrant’s Current Report on Form 8-K, filed

on April 23, 2024).

  • 10.1 Amended and Restated The Goldman Sachs Group,

    Inc. Clawback Policy, effective as of December 1,

    2023.

  • 15.1 Letter re: Unaudited Interim Financial Information.
  • 31.1 Rule 13a-14(a) Certifications.
  • 32.1 Section 1350 Certifications (This information is

    furnished and not filed for purposes of Sections 11

    and 12 of the Securities Act of 1933 and Section 18 of

    the Securities Exchange Act of 1934).

101 Pursuant to Rules 405 and 406 of Regulation S-T, the

following information is formatted in iXBRL (Inline

eXtensible Business Reporting Language): (i) the

Consolidated Statements of Earnings for the three

months ended March 31, 2024 and March 31, 2023,

  • (ii) the Consolidated Statements of Comprehensive

Income for the three months ended March 31, 2024

and March 31, 2023, (iii) the Consolidated Balance

Sheets as of March 31, 2024 and December 31, 2023,

  • (iv) the Consolidated Statements of Changes in

Shareholders’ Equity for the three months ended

March 31, 2024 and March 31, 2023, (v) the

Consolidated Statements of Cash Flows for the three

months ended March 31, 2024 and March 31, 2023,

  • (vi) the notes to the Consolidated Financial

Statements and (vii) the cover page.

104 Cover Page Interactive Data File (formatted in

iXBRL in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act

of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned thereunto duly authorized.

THE GOLDMAN SACHS GROUP, INC.

By:

Denis P. Coleman III

Name:

Denis P. Coleman III

Title:

Chief Financial Officer

(Principal Financial Officer)

Date:

May 2, 2024

/s/

By:

 

Name:

Sheara J. Fredman

Title:

Chief Accounting Officer

(Principal Accounting Officer)

Date:

May 2, 2024

/s/ Sheara J. Fredman

167 Goldman Sachs March 2024 Form 10-Q

AMENDED AND RESTATED

THE GOLDMAN SACHS GROUP, INC.

CLAWBACK POLICY

1. Purpose

The Goldman Sachs Group, Inc. (GS Group) is amending and restating this clawback policy (this Policy), which was

established to appropriately align the interests of managers and other employees of GS Group and its subsidiaries and

affiliates (together, the Firm) with those of the Firm and to promote the safety and soundness of the Firm by providing

incentives that appropriately balance risk and reward.

This Policy has been approved by the Compensation Committee of the Board of Directors of GS Group (the Committee)

and is effective as of December 1, 2023.

2. Administration

This Policy shall be administered by the Committee, which shall have authority in its sole discretion to (a) exercise all of the

powers granted to it under this Policy, (b) construe, interpret and implement this Policy, (c) prescribe, amend and rescind rules

and regulations relating to this Policy, including rules governing its own operations, (d) make all determinations necessary or

advisable in administering this Policy, (e) correct any defect, supply any omission and reconcile any inconsistency in this Policy,

and (f) amend this Policy to reflect changes in applicable law (whether or not the rights of any employee may be adversely

affected). Determinations of the Committee relating to this Policy shall be final, binding and conclusive.

The Committee may allocate among its members and delegate to any person who is not a member of the Committee

or to any administrative group within the Firm, including the SIP Committee (which administers The Goldman Sachs

Amended and Restated Stock Incentive Plan (2021), as may be amended from time to time (the SIP)), any of its

powers, responsibilities or duties under this Policy.

3. Scope

(A) Individuals Subject to this Policy

This Policy shall apply to all of the individuals who from time to time are considered senior executive

officersof GS Group at the time of grant of variable compensation described in 3(B), below (e.g., Chief

Executive Officer, Chief Operating Officer, Chief Financial Officer). In addition, if and to the extent

determined by the Committee in its sole discretion, this Policy may apply in whole or in part to such other

individual or individuals, including, without limitation, individuals considered covered employeesunder

the lnteragency Guidance on Sound Incentive Compensation Policies, as the Committee may deem

appropriate. Each such individual who is covered by this Policy from time to time shall be considered a

Covered Individualfor purposes of this Policy.

(B) Covered Compensation/Additional Covered Amounts

This Policy (and the Covered Events described below) shall apply to any variable compensation awarded

on or after January 1, 2015 in whatever form to any Covered Individual for a year in which the person was

a Covered Individual (collectively, such compensation described in this Paragraph 3(B) is referred to

herein as “Covered Compensation), if and to the extent provided in any plan, program, arrangement or

agreement relating to such variable compensation (a “Governing Agreement); provided, however, with

respect to a Covered Event described in Paragraph 4(A) of this Policy, this Policy (and such Covered

Event) shall apply solely to Covered Compensation received during the 12-month period (“12-Month

Period) described in Section 304(a)(l) of the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-

Oxley) and shall additionally apply to any other amounts as may be described herein that are realized

during such 12-Month Period, in each case to the same extent that would be required had the person been a

chief executive officeror chief financial officerof GS Group as determined under Sarbanes-Oxley

(“Additional Covered Amounts).

Exhibit 10.1

4. Covered Events

The following events shall constitute Covered Events for purposes of this Policy:

(A) Material Restatement

If GS Group is required to prepare an accounting restatement due to GS Groups material noncompliance,

as a result of misconduct, with any financial reporting requirement under the securities laws described in

Section 304 of Sarbanes-Oxley.

(B) Engaging in Conduct Constituting Cause

If a Covered Individual engaged in conduct constituting Causeas described in the SIP.

(C) Failure to Appropriately Consider Risk

If a Covered Individual participated (or otherwise oversaw or was responsible for, depending on the

circumstances, another individual’s participation) in the structuring or marketing of any product or service,

or participation on behalf of the Firm, or any of the Firm’s clients in the purchase or sale of any security or

other property, in any case without appropriate consideration of the risk to the Firm or the broader financial

system as a whole (for example, where the Covered Individual has improperly analyzed such risk or where

the Covered Individual has failed sufficiently to raise concerns about such risk) and, as a result of such

action or omission, it is determined that there has been, or reasonably could be expected to be, a material

adverse impact on the Firm, the Covered Individual’s business unit or the broader financial system.

(D) Other Applicable Forfeiture Events

If any other event occurs or if there is any act or omission by a Covered Individual, in each case which,

pursuant to any Governing Agreement, may result in the forfeiture of any amount of Covered

Compensation or the repayment to the Firm of any amount of Covered Compensation previously paid or

delivered to the Covered Individual.

5. Right to Claw Back

Upon the Occurrence of a Covered Event (as defined above) and subject to the proviso to Paragraph 3(B), if and to the

extent provided in any Governing Agreement, a Covered Individual may: (a) forfeit any unvested or vested Covered

Compensation previously awarded, but not yet paid or delivered, (b) be required to repay any Covered Compensation

previously paid or delivered, or (c) with respect to a Covered Event described in Paragraph 4(A) of this Policy, be

required to repay any Additional Covered Amounts; provided, however, that any amounts recouped or clawed back

under any other policy that would be recoupable under this Policy shall count towards any required clawback or

recoupment under this Policy and vice versa. In determining the appropriate action to take, the Committee may

consider such factors as it deems appropriate, including, without limitation, the requirements of applicable law; the

extent to which the individual participated in or otherwise bore responsibility for the Covered Event; the extent to

which the individual’s current variable compensation or other current compensatory award may or may not have been

adjusted for the year in which the Covered Event occurred or may or may not have been impacted had the Committee

known about the Covered Event; and the extent to which any award agreement or other applicable agreement or

arrangement with the Covered Individual specifically provides for any consequence upon the occurrence of the

Covered Event. This Policy is not intended to expand, contract or otherwise modify the Firm’s or a Covered

Individual’s rights and/or obligations with respect to any Covered Compensation under any applicable Governing

Agreement.

-2-

6. Disclosure

In addition to any disclosure required by Section 10D of the Securities Exchange Act of 1934, as amended (the

“Exchange Act), and any applicable rules or standards adopted by the Securities and Exchange Commission or the

New York Stock Exchange, if the Committee determines that a Covered Event occurred that is subsequently disclosed

by GS Group in a public filing required under the Exchange Act (a “Disclosed Covered Event), GS Group will

disclose in the proxy statement relating to the year in which such determination is made (a) if any amount is clawed

back from a Covered Individual as a result of the Disclosed Covered Event, the aggregate amount clawed back from

the Covered Individual, or (b) if no amount is clawed back from the Covered Individual as a result of the Disclosed

Covered Event, the fact that no amount was clawed back.

7. Policy Not Exclusive

Nothing in this Policy will limit or restrict the Firm from providing for forfeiture or repayment of any amount of a

variable compensation or any other amount under circumstances not described herein (which, to the extent material

in the case of named executive officerswithin the meaning of Item 402(a)(3) of Regulation S-K under the

Securities Act of 1933, will be described in GS Group’s applicable proxy statement). Nothing in this Policy will limit

in any respect the Firm’s right to take or not to take any action with respect to any Covered Individual’s or any other

person’s employment

8. Amendment or Termination

The Committee may amend, modify or terminate this Policy in whole or in part at any time and from time to time in

its sole discretion.

-3-

EXHIBIT 15.1

May 2, 2024

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re: The Goldman Sachs Group, Inc.

Registration Statements on Form S-8

(No. 333-80839)

(No. 333-42068)

(No. 333-106430)

(No. 333-120802)

(No. 333-235973)

(No. 333-261673)

Registration Statement on Form S-3

(No. 333-269296)

Commissioners:

We are aware that our report dated May 2, 2024 on our review of the consolidated balance sheet of The Goldman

Sachs Group, Inc. and its subsidiaries (the Company) as of March 31, 2024, and the related consolidated

statements of earnings, comprehensive income, changes in shareholders’ equity and cash flows for the three

month periods ended March 31, 2024 and 2023, including the related notes, included in the Company’s quarterly

report on Form 10-Q for the quarter ended March 31, 2024, is incorporated by reference in the registration

statements referred to above. Pursuant to Rule 436(c) under the Securities Act of 1933 (the Act), such report

should not be considered a part of such registration statements, and is not a report within the meaning of Sections

7 and 11 of the Act.

Very truly yours,

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017

EXHIBIT 31.1

CERTIFICATIONS

I, David Solomon, certify that:

  • 1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 of The Goldman Sachs

    Group, Inc.;

  • 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material

    fact necessary to make the statements made, in light of the circumstances under which such statements were made, not

    misleading with respect to the period covered by this report;

  • 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present

    in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the

    periods presented in this report;

  • 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls

    and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial

    reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

    • a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be

      designed under our supervision, to ensure that material information relating to the registrant, including its

      consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in

      which this report is being prepared;

    • b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to

      be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting

      and the preparation of financial statements for external purposes in accordance with generally accepted accounting

      principles;

    • c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our

      conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered

      by this report based on such evaluation; and

    • d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during

      the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that

      has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial

      reporting; and

  • 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control

    over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or

    persons performing the equivalent functions):

    • a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial

      reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and

      report financial information; and

    • b) Any fraud, whether or not material, that involves management or other employees who have a significant role in

      the registrant’s internal control over financial reporting.

Date: May 2, 2024

/s/

David Solomon

Name:

David Solomon

Title:

Chief Executive Officer

CERTIFICATIONS

I, Denis P. Coleman III, certify that:

  • 1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 of The Goldman Sachs

    Group, Inc.;

  • 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material

    fact necessary to make the statements made, in light of the circumstances under which such statements were made, not

    misleading with respect to the period covered by this report;

  • 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present

    in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the

    periods presented in this report;

  • 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls

    and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial

    reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

    • a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be

      designed under our supervision, to ensure that material information relating to the registrant, including its

      consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in

      which this report is being prepared;

    • b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to

      be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting

      and the preparation of financial statements for external purposes in accordance with generally accepted accounting

      principles;

    • c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our

      conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered

      by this report based on such evaluation; and

    • d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during

      the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that

      has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial

      reporting; and

  • 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control

    over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or

    persons performing the equivalent functions):

    • a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial

      reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and

      report financial information; and

    • b) Any fraud, whether or not material, that involves management or other employees who have a significant role in

      the registrant’s internal control over financial reporting.

Date: May 2, 2024

/s/

Denis P. Coleman III

Name:

Denis P. Coleman III

Title:

Chief Financial Officer

EXHIBIT 32.1

Certification

Pursuant to 18 U.S.C. § 1350, the undersigned officer of The Goldman Sachs Group, Inc. (the Company) hereby certifies

that the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (the Report) fully complies with

the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information

contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the

Company.

Date: May 2, 2024

/s/

David Solomon

Name:

David Solomon

Title:

Chief Executive Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the

Report or as a separate disclosure document.

Certification

Pursuant to 18 U.S.C. § 1350, the undersigned officer of The Goldman Sachs Group, Inc. (the Company) hereby certifies

that the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (the Report) fully complies with

the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information

contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the

Company.

Date: May 2, 2024

/s/

Denis P. Coleman III

Name:

Denis P. Coleman III

Title:

Chief Financial Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the

Report or as a separate disclosure document.