The Goldman Sachs Group, Inc.
Annual
Report
2017
The Goldman Sachs Business Principles
We constantly strive to anticipate
the rapidly changing needs of our
clients and to develop new services
to meet those needs.
We know that the world of fi nance will
not stand still and that complacency
can lead to extinction.
We regularly receive confi dential
information as part of our normal
client relationships.
To breach a confi dence or to use
confi dential information improperly or
carelessly would be unthinkable.
Our business is highly competitive,
and we aggressively seek to expand
our client relationships.
However, we must always be fair
competitors and must never denigrate
other fi rms.
Integrity and honesty are
at the heart of our business.
We expect our people to maintain high
ethical standards in everything they do,
both in their work for the fi rm and in
their personal lives.
Our clients’ interests
always come fi rst.
Our experience shows that if we
serve our clients well, our own
success will follow.
Our assets are our people,
capital and reputation.
If any of these is ever diminished, the
last is the most diffi cult to restore. We
are dedicated to complying fully with
the letter and spirit of the laws, rules
and ethical principles that govern us.
Our continued success depends upon
unswerving adherence to this standard.
Our goal is to provide superior
returns to our shareholders.
Profi tability is critical to achieving
superior returns, building our capital,
and attracting and keeping our best
people. Signifi cant employee stock
ownership aligns the interests of our
employees and our shareholders.
We take great pride in the
professional quality of our work.
We have an uncompromising
determination to achieve excellence
in everything we undertake. Though
we may be involved in a wide variety
and heavy volume of activity, we
would, if it came to a choice, rather
be best than biggest.
We stress creativity and
imagination in everything we do.
While recognizing that the old way may
still be the best way, we constantly
strive to fi nd a better solution to a
client’s problems. We pride ourselves
on having pioneered many of the
practices and techniques that have
become standard in the industry.
We make an unusual effort to
identify and recruit the very best
person for every job.
Although our activities are measured in
billions of dollars, we select our people
one by one. In a service business,
we know that without the best people,
we cannot be the best fi rm.
We offer our people the opportunity
to move ahead more rapidly than is
possible at most other places.
Advancement depends on merit and
we have yet to fi nd the limits to the
responsibility our best people are able
to assume. For us to be successful,
our men and women must refl ect the
diversity of the communities and cultures
in which we operate. That means
we must attract, retain and motivate
people from many backgrounds and
perspectives. Being diverse is
not optional; it is what we must be.
We stress teamwork
in everything we do.
While individual creativity is always
encouraged, we have found that team
effort often produces the best results.
We have no room for those who put their
personal interests ahead of the interests
of the fi rm and its clients.
The dedication of our people to
the fi rm and the intense effort
they give their jobs are greater
than one fi nds in most other
organizations.
We think that this is an important
part of our success.
We consider our size an asset
that we try hard to preserve.
We want to be big enough to undertake
the largest project that any of our clients
could contemplate, yet small enough to
maintain the loyalty, the intimacy and the
esprit de corps that we all treasure and
that contribute greatly to our success.
Fellow Shareholders:
Throughout most of 2017, the global economy generally expanded, reflecting
growth in both developed and emerging market economies. In the United
States, the economic recovery continued into its ninth year as the labor market
steadily improved. Euro area economies strengthened even as measures of
inflation remained subdued. In Asia, Japan experienced solid growth, boosted
by the strength of its exports, while China grew robustly, in part due to the
global recovery and the success of past policy changes.
For Goldman Sachs, generally higher asset prices and
tighter credit spreads were supportive of mergers and
underwriting as well as investing and lending activities.
At the same time, low levels of volatility served as a
headwind for our market-making businesses.
The diversity of our net revenue mix was instrumental
in our performance for the year, with three of our four
segments producing solid revenue growth leading to
an overall increase in our net revenues. In 2017, we
generated net revenues of $32.1 billion, a five percent
increase over 2016. During 2017, the Tax Cuts and
Jobs Act (U.S. Tax Legislation) was enacted, resulting
in a $4.4 billion one-time estimated income tax expense.
Excluding this expense, net earnings applicable to
common shareholders grew 14 percent to $8.1 billion,
diluted earnings per common share of $19.76 were
21 percent higher and our return on average common
shareholders’ equity (ROE) was 10.8 percent.1
We have delivered double-digit ROE in five out of the
last six years, and for that sixth year, our ROE was
9.4 percent.2 While we may not have a contract to deliver
double-digit returns in every possible circumstance,
our focus and intensity, including the way we manage
expenses, demonstrate the importance we attach to
shareholder returns.
Inflection Points
This past year represented several points of inflection
for our business and the industry. First, we appear to
be moving from an environment of generally lower
economic growth to one with stronger global growth
and tighter labor markets. Second, central banks are
shifting away from extraordinarily accommodative
monetary policies — policies which have dampened
market volatility — to, generally, more “normal”
approaches. And third, we may be transitioning from
an intense period of increasing layers of regulation to
a focus on rationalizing redundancies and assessing
costs and benefits.
Against this backdrop, we are focusing our energy on
earnings growth — in particular, growth from consistent
investments in our franchise; growth by broadening our
client and product footprint; and growth through new
initiatives where we have not previously competed.
Through it all, we assess opportunities through a
framework that responds to a clear client need, leverages
the firm’s core competencies including risk management
and advice, and provides attractive, long-term
shareholder returns.
1 Including this expense, net earnings applicable to common shareholders were $3.7 billion, diluted earnings
per common share were $9.01 and ROE was 4.9 percent.
2 Excludes the one-time charge arising out of the U.S. Tax Legislation in 2017 and the settlement with the
Residential Mortgage-Backed Securities Working Group of the U.S. Financial Fraud Enforcement Task
Force in 2015.
Goldman Sachs 2017 Annual Report
1
Lloyd C. Blankfein
Chairman and
Chief Executive Officer
(left)
David M. Solomon
President and
Chief Operating Officer
(right)
To that end, in September 2017, we laid out a $5 billion
net revenue growth plan over the next three years.
While the plan includes contributions from each of
our businesses, this is not the limit of our ambitions.
Importantly, these strategic initiatives are not dependent
on any improvement in the current operating
environment. That said, broader economic trends,
market conditions and client conviction appear to be
more favorable.
In this year’s letter to our shareholders, we provide
an overview of the progress we are making on our
strategic growth initiatives across our major businesses.
Underpinning these initiatives are significant investments
in engineering, which are critical to driving the expansion
of our client franchise. Our history of commitment to
investing in technology has created a competitive advantage
and is at the center of our efforts to enhance the client
experience and improve operating efficiency and scale.
We conclude the letter with some thoughts on the
year ahead.
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Goldman Sachs 2017 Annual Report
Letter to Shareholders Our Focus on Growth
Investment Banking
We continue to have the preeminent global franchise in
investment banking. In 2017, the business generated its
second-highest net revenues since the firm’s initial public
offering in 1999, driven by the deep relationships that
we have built with more than 8,000 clients over many
decades. We ended the year ranked first in worldwide
announced and completed mergers and acquisitions
(M&A), and also ranked first in worldwide equity and
equity-related offerings and common stock offerings.
To grow from here, we are increasing our coverage
universe by approximately 1,000 companies, focusing
on both private and public companies where we have
significant room to build relationships. Of the new target
clients, we have begun covering over 30 percent and
expect to add the remainder in the next 12 to 18 months.
To put this opportunity into perspective, our announced
M&A volume market share on transaction sizes greater
than $5 billion was approximately 50 percent in
2017. However, we had just over 10 percent share
on transaction sizes of less than $5 billion. These
transactions tend to have fewer advisors and provide
substantial financing opportunities.
We are also expanding our presence in North America,
deploying more senior coverage bankers in major cities
like Atlanta, Dallas, Seattle and Toronto. We see this as
an important opportunity to deepen our client coverage
in certain cities that are increasingly important hubs of
corporate activity. As a result of all of our client coverage
efforts, we have seen more than 75 new mandates across
a variety of industry groups.
Another reason for our confidence in Investment
Banking’s growth is the success we have had in debt
underwriting. We identified debt underwriting as a
strategic priority five years ago, and in 2017, we
produced nearly $3 billion of net revenues — more
than double our average from 2009 to 2011.
Lastly, China continues to represent a larger portion
of the global economy. Today, more than 20 percent of
the Fortune Global 500 companies are Chinese. In
2017, we were ranked first in equity and equity-related
offerings among international banks in the region,
and we are confident our strong footprint positions us
well to continue to capture opportunities created by
China’s growth.
Institutional Client Services
Institutional Client Services includes some of our
most dynamic businesses, and we manage the
resources in these businesses in the context of the
operating environment. This has been particularly true
in Fixed Income, Currency and Commodities Client
Execution (FICC).
FICC. In the midst of industry-wide revenues falling by
roughly 50 percent from their peak in 2009, we managed
FICC resources down significantly. We took these actions
because the opportunities in FICC had declined. This
was certainly due to secular changes, but it also reflected
cyclical dynamics as well.
Today the trajectory of the global economy appears to
be moving towards a firmer footing. In this context, we
don’t believe it is wise strategically to forgo the potential
upside in this business moving forward. In fact, we have
recently deployed more resources given the increasingly
attractive opportunity set.
With respect to our execution and performance in 2017,
our performance in FICC was weak in the context of our
commitment to the business. In response, we undertook
a comprehensive and detailed review to identify how we
could improve.
Our franchise has historically been very focused on
active investor clients, structured trades and derivatives.
As a consequence, we underinvested in cash products,
which led to lower penetration with certain large asset
managers and banks.
To address these issues, we are broadening our bank
and asset manager client coverage and are focused on
growing our corporate coverage. We have also diversified
Goldman Sachs 2017 Annual Report
3
our product footprint by enhancing our cash and flow
trading capabilities. And we are holding our people
accountable for delivering top three client rankings.
Our efforts are showing early signs of success, as we
drive market share increases across our businesses.
We are confident that these efforts will manifest
themselves to all of our FICC clients over time.
A key differentiator supporting our overall growth
will be employing our engineering capabilities to provide
clients with best execution, content and analytics. For
example, we have consolidated our automated pricing
and risk management of electronic trading across
Equities, Rates, Currencies and Commodities into a
cohesive unit to drive efficiencies for our clients and
the firm.
In summary, we are executing on our strategy in FICC
to invest in areas where we see the greatest opportunity
to meet client needs, grow market share and, if need
be, reduce capital and expenses to size the business
commensurate with client activity.
Equities. In Equities, we are making a multiyear
investment in people, platforms and products to grow
our leading franchise in both execution and financing.
In the last few years, we have made several strategic hires
to enhance our electronic execution offering, including
a new chief data officer for the firm, a global head of
electronic execution services and a chief technology
officer of electronic trading. In 2017, we added about
100 people focused on electronic execution, including
more than 70 engineers.
In terms of platforms, two years ago we acquired a
high-performance trading platform from Pantor
Engineering AB, which we have now rolled out to our
European clients. Today, our smart router capabilities put
us among the top three providers of the fastest, most
comprehensive access to developed European markets.
At the end of 2017, we had an important validation of
our electronic capabilities, announcing that we would
become the exclusive execution provider for Bloomberg’s
Tradebook. As a result, we are bringing on more than
1,300 new clients from which we expect a revenue run
rate of over $100 million.
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Goldman Sachs 2017 Annual Report
These and other investments support our initiative to
serve quantitative-focused investors. This is an important
and growing segment of the market, where we provide
both execution and financing services. From these and
other investments, we expect to increase our market
share in electronic execution, which will benefit all
of our Equities clients.
Investment Management
Our Investment Management business remains well
positioned because of our breadth of asset classes,
products and distribution. In 2017, we had $42 billion
in long-term fee-based (LTFB) net inflows across the
platform. We have had consistent growth with about
$270 billion of LTFB net inflows over the last five years,
including $52 billion from acquisitions.
In Goldman Sachs Asset Management, we continue to
be a top provider to companies as they increasingly
outsource the management of their pension plans and
other assets. Currently, we have over $110 billion in
assets where we act as a chief investment officer or
advisor. In 2017, we made a strategic acquisition, further
adding $20 billion of LTFB assets and contributing to
our scale in this business.
The same outsourcing trend is happening within
many insurance companies. We manage or advise on
another $190 billion from insurance clients who leverage
our enhanced analytics, custom asset allocation and risk
management capabilities.
In Private Wealth Management, we saw strong
long-term net inflows of $17 billion in 2017, up from
$12 billion in 2016. Wealth creation is expanding at a
rapid clip and given the strength of our offering and
brand, we have not seen the limit to the growth of this
segment of the market. We currently have over 700
private wealth advisors and expect to grow our advisor
population by approximately 30 percent through 2020.
In Ayco, we provide financial planning services to
400 corporate clients and 13,000 executives across
corporate America. However, we currently cover only
Letter to Shareholders
20 percent of the Fortune 1000. At the end of 2017,
we launched our digital advisory service designed for
Ayco corporate client employees. This platform is live
at more than 70 companies and we expect to roll this out
to an additional 30 companies by the end of 2018.
Investing & Lending
Our Investing & Lending businesses provide promising
companies and other clients with the capital they need
to grow — either in the form of a loan or an equity
investment. Our funded loan portfolio was $81 billion at
the end of 2017, 3.5 times higher since the end of 2012.
In Private Wealth Management, we have increased our
lending to our existing Private Wealth Management
clients, growing our funded loans balance to about
$24 billion in 2017 or a 15 percent increase year-over-
year. Lending net revenues from Private Wealth
Management clients increased about 30 percent
compared to 2016.
Through GS Select, we are working with third-party
registered investment advisors to offer securities-based
loans from Goldman Sachs Bank USA to their Private
Wealth Management clients. This digital platform is just
getting started, but we have already signed up some of
the largest independent registered investment advisors in
the U.S. who serve clients with nearly $4 trillion in assets.
Institutional Lending and Financing is also an
important part of our growth strategy, an opportunity
set driven by our special situations group, a differentiated
financing and investing business. Here, dedicated teams
of experienced underwriters partner primarily with
middle-market companies to finance assets, improve
their capital structure or deploy capital. This business is
one of the highest margin and highest return businesses
in the firm.
By growing our loan portfolio, we have increased our net
revenue contribution from net interest income, which
makes Investing & Lending net revenues more stable and
recurring. We entered 2018 with a $2 billion net interest
income run rate, before considering further loan growth.
And net interest income in the fourth quarter was up
roughly 70 percent year-over-year.
Another important investing business is our merchant
banking business, which helps to start and grow
companies. Merchant banking has been a source of
strong risk-adjusted return opportunities and a core
part of the firm’s DNA and mission. We’ve been in this
business for over 30 years and it constitutes as powerful
a franchise as any other in our firm.
Since the beginning of 2015, we generated nearly
$11 billion of net revenues from our diversified portfolio
of equity investments, with the largest contribution from
merchant banking.
We continue to see attractive opportunities as an active
investor, on behalf of both our clients and the firm,
where our unique global franchise is an excellent
sourcing mechanism. For example, in the past two years,
we sourced over $40 billion in commitments to invest
across our equity and credit merchant banking activities.
In November 2017, we announced the Cooperation
Fund, partnering with the China Investment Corporation.
We intend to raise $5 billion to invest mainly in American
manufacturing, industrial, consumer and healthcare
companies, among others, that are developing business
in China, or anticipate doing so in the future.
Marcus
Marcus: by Goldman Sachs (Marcus) is our digital
consumer financial services platform. The foundation of
this new business is rooted in addressing real consumer
pain points by delivering value through products that are
simple, transparent and flexible. Marcus launched with
single no-fee personal loans and is evolving into a suite
of products and services that we believe will move the
needle for the firm over the coming years.
We are building Marcus at a point in time when
consumers are moving away from brick-and-mortar
branches to solutions that use technology to more
seamlessly meet their needs. Goldman Sachs is uniquely
positioned to be a disruptor in consumer finance —
we can leverage our stable balance sheet, expertise in
risk management and capabilities in technology without
the burden of legacy distribution, technology and
businesses that could constrain our ability to offer
consumers better terms.
Goldman Sachs 2017 Annual Report
5
We originated $2.3 billion of personal loans from
launch through the end of 2017. As we grow our
portfolio, we remain very cognizant of the credit cycle.
Our credit policy and pricing are designed to build a
resilient loan book, and we remain deliberate in the
pacing of our growth. We also continue to grow and
diversify our sources of funding through our deposits
business; Marcus deposits grew by more than $5 billion
in 2017, ending the year at $17.1 billion — nearly double
the balances we started with when we entered the
business in April 2016. As of the end of 2017, Marcus
was serving more than 350,000 customers across loans
and deposits, with the clear potential to build
relationships with millions of consumers.
While we recognize that it is early for us in the digital
consumer finance space, there is a real need in the
market, and the opportunities for further investment
are compelling. We intend to extend our lending and
savings products over time, both direct-to-consumer
and through partnerships.
In addition, longer-term, we see opportunities to
expand our suite of consumer offerings, and our criteria
for evaluating new products will remain consistent: a
large addressable market, the ability to leverage our
expertise, the ability to deliver attractive shareholder
returns, and importantly, the ability to deliver consumer-
centric solutions.
Our People
Our most important long-term competitive advantage
remains our people. With that in mind, we invest
heavily to attract, develop and promote extraordinary
professionals who can serve our clients and drive
our growth.
To that end, we are proud that we were once again
recognized as one of Fortune magazine’s “100 Best
Companies to Work For.” Goldman Sachs is one of
only four companies to be recognized every year that
the Great Place to Work Institute has issued its list since
1984. We were also named as one of Working Mother’s
“100 Best Companies,” which ranks companies with
the best programs that support working parents, for
the fifteenth consecutive year, earning us a place on the
magazine’s “Hall of Fame” list.
6
Goldman Sachs 2017 Annual Report
In 2017, we hired more than 6,000 people around
the world — recruiting each person one by one. Our
application rates continue to rise and more than eight
out of 10 people who were offered a role chose to join
the firm. Our recruiting strategy is centered on expanding
and diversifying our applicant pool. Through the use of
technology, including video interviewing and hosting
online coding challenges, we increased the number of
schools from which we interview intern candidates
by more than 150 schools for the 2018 class, compared
to 2017.
What’s more, given the growing importance of
technology to our businesses, we continue to focus
on hiring individuals with backgrounds in science,
technology, engineering and math (STEM). Today,
approximately one-quarter of the firm works in various
engineering-related roles. More than one-third of our
2017 campus analyst hires majored in a STEM discipline,
and that percentage will only continue to rise as we
welcome our incoming 2018 class later this year.
In 2017, we selected our newest class of managing
directors (MDs). Twenty-four percent of the 509 new
MDs are women, while regionally, around 25 percent
hail from Europe, the Middle East and Africa, 57 percent
from the Americas and 18 percent from Asia. In addition,
66 percent of the new class started at the firm as analysts
or associates, a reflection of our commitment to talent
development and retention over the long-term.
Succession and Our Leadership Bench
One of my most important responsibilities as chairman
and chief executive officer is to work with our Board
of Directors on ensuring smooth and effective leadership
transitions. Our firm is fortunate to have a deep pool
of talent at all levels, and regardless of when the
next transition is to take effect, we are well prepared.
With Harvey Schwartz’s announced retirement as
president and co-chief operating officer (COO) of the
firm, David Solomon will assume sole responsibility
for these roles. I look forward to working with David
to continue to build our global franchise and pursue
long-term value for our shareholders.
Letter to Shareholders
Over his 20-year career, Harvey has held leadership
roles across a broad range of the firm’s operations —
from Securities and Investment Banking, to serving as
chief financial officer (CFO) and, most recently, as
president and co-COO. As the global co-head of
the Securities Division, Harvey was instrumental in
overseeing growth in our client franchise across FICC
and Equities. During the financial crisis, Harvey played
an important role in the management of our risk
exposures, even while we were meeting the significant
needs of our clients. During Harvey’s tenure as CFO,
he played a critical role in helping the firm adapt
to significant changes in the regulatory environment.
Harvey has consistently demonstrated his deep
commitment to the firm and its values. His work ethic,
command of complexity and client focus have defined
his career, while his influence on many leaders at the
firm has made an indelible impact on generations
of professionals at Goldman Sachs. We thank Harvey
for his exceptional service and wish him all the best
in the years ahead.
Our Impact
Goldman Sachs has long embraced our responsibility to
help address crucial environmental, social and economic
challenges around the world, both through our core
businesses and by engaging in activities that leverage our
expertise to promote economic progress. As part of that
mission, we seek to be active and long-term corporate
citizens in the communities in which we operate. Given
our position at the crossroads of the capital markets,
our mission is to drive positive change in our work with
clients by helping them to grow their businesses, be on
a stronger financial footing, provide access to key services
and contribute to economic growth.
In some cases, that means helping entrepreneurs succeed
through programs such as 10,000 Women and 10,000
Small Businesses. In other cases, we are financing projects
that can improve living standards within traditionally
underserved communities. Our goal is to conduct
philanthropy with a purpose — making meaningful
contributions where our skills and leadership can make
a clear difference.
10,000 Small Businesses Summit
As a natural next step in our focus on small businesses,
we hosted in February 2018 the 10,000 Small Businesses
Summit: The Big Power of Small Business, which was
the largest-ever gathering of small business owners in
the U.S. Taking place in Washington, D.C., the summit
convened more than 2,000 small business owners from
a diverse range of industries and geographies with a
select group of business leaders, industry experts and
policymakers to discuss the vital role that small
businesses play in the U.S. economy.
From sharing strategies and tactics for hiring, obtaining
capital and optimizing growth, to discussing policy-
related topics such as regulation and global competition,
this unique event provided an opportunity for the alumni
of 10,000 Small Businesses to come together and share
ideas, discuss common challenges and elevate their
collective voice. The following day, participants took that
voice to Capitol Hill, where they met with representatives
from their respective districts and states to advocate for
policies that support the continued ability of small
businesses to grow, thrive and compete.
Goldman Sachs Gives
Goldman Sachs Gives is a donor-advised fund through
which participating managing directors of the firm can
recommend grants to qualified nonprofit organizations
around the world. Since its launch in 2010, the fund has
made more than $1.3 billion in grants through the end of
2017 to 6,000 organizations that further Goldman Sachs
Gives’ mission of fostering innovative ideas, solving
economic and social issues, and enabling progress in
underserved communities worldwide.
As an example of our firm’s commitment to citizenship
and community engagement, Goldman Sachs Gives
continued to expand its reach in 2017, through initiatives
such as the second annual Analyst Impact Fund, a
competition whereby teams of analysts from the firm vied
to win a Goldman Sachs Gives grant to the nonprofit
of their choice. Demonstrating the teamwork, analytics
and excellence that are core to the values and culture
of Goldman Sachs, the analysts who participated
represented a broad range of Goldman Sachs offices and
divisions. The three winning teams supported nonprofit
Goldman Sachs 2017 Annual Report
7
Looking Ahead
Today, conditions are highly supportive of a growing
economy and interest rates are relatively low for where
we are in the growth cycle. But as managers of risk,
we do our best to prepare our clients and the firm for
low-probability, yet highly consequential events. With
the U.S. near full employment, inflation still relatively
low and the end of quantitative easing, there is a greater
chance that excesses can build up. In this vein, we
continue to be mindful of what can go wrong, keeping
a close eye on risk, particularly in the context of the
credit cycle.
Cycles come and go, and, as we have seen in recent
months, markets can change course at a moment’s notice,
and often in response to factors no one can predict with
any certainty.
Still, we remain optimistic and confident in our ability to
grow. Our client franchise is strong and we are executing
on our growth initiatives, including making investments
across our businesses to expand our franchise and to
grow earnings across the firm.
The hard work, commitment and collaboration of our
people will remain cornerstones of our long-term success.
In the process, we are confident that we can continue to
generate strong relative returns and value for our
shareholders.
Lloyd C. Blankfein
Chairman and Chief Executive Officer
organizations that focus on delivering online educational
resources for female refugees, bail reform initiatives and
the education of girls in rural India.
Additionally, in the wake of the destruction caused by
Hurricanes Harvey, Irma and Maria, as well as the
earthquakes in Mexico, the firm and Goldman Sachs
Gives made grants exceeding $2 million to organizations
providing immediate resources, short-term relief, long-
term housing and small business reconstruction and
recovery. Equally important, more than 1,000 volunteers
across the firm donated their time to help in the
immediate and ongoing recovery efforts.
Urban Investment Group
Through our Urban Investment Group (UIG), we have
realized the potential for investments in underserved
urban areas. We work with local leaders and nonprofits,
focusing on community development and financing for
socially motivated enterprises and small businesses.
While the investment strategy has evolved over the
years, the mission remains the same: to make an impact
in underserved areas while making a good return.
Since its inception in 2001 through the end of
2017, UIG has committed more than $6 billion to
underserved U.S. communities, facilitating the creation
and preservation of more than 25,000 housing units —
the majority of which are affordable for low- to
middle-income families — as well as more than 2 million
square feet of community space and over 7.5 million
square feet of commercial, retail and industrial facilities.
As an example, Goldman Sachs committed nearly
$500 million to the Essex Crossing development on
the Lower East Side of Manhattan. The project, at
1.9 million square feet, is one of the largest developments
in New York City and is reactivating a site that had sat
vacant for almost 50 years. Essex Crossing, which was
designed with the local community, will include just over
1,000 apartments, more than half of which are reserved
for low- and middle-income tenants, and 900,000 square
feet of commercial and community space. Such projects
have the potential to usher in a new model for urban
investment, focusing on infrastructure, jobs and resources
that benefit the public at large.
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Goldman Sachs 2017 Annual Report
Letter to Shareholders UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
Commission File Number: 001-14965
The Goldman Sachs Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
200 West Street
New York, N.Y.
(Address of principal executive offices)
13-4019460
(I.R.S. Employer
Identification No.)
10282
(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:
Name of each exchange on which registered:
Common stock, par value $.01 per share
Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate
Non-Cumulative Preferred Stock, Series A
Depositary Shares, Each Representing 1/1,000th Interest in a Share of 6.20%
Non-Cumulative Preferred Stock, Series B
Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate
Non-Cumulative Preferred Stock, Series C
Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate
Non-Cumulative Preferred Stock, Series D
Depositary Shares, Each Representing 1/1,000th Interest in a Share of 5.50%
Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series J
Depositary Shares, Each Representing 1/1,000th Interest in a Share of 6.375%
Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series K
Depository Shares, Each Representing 1/1,000th Interest in a Share of 6.30%
Non-Cumulative Preferred Stock, Series N
See Exhibit 99.2 for debt and trust securities registered under Section 12(b) of the Act
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. È Yes ‘ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. ‘ Yes È No
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. È Yes ‘ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). È Yes ‘ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Annual Report on
Form 10-K or any amendment to the Annual Report on Form 10-K. È
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 È
Accelerated filer ‘
Smaller reporting company ‘
Non-accelerated filer (Do not check if a 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 È No
As of June 30, 2017, the aggregate market value of the common stock of the registrant held by non-affiliates of the registrant was approximately
$84.9 billion.
As of February 9, 2018, there were 379,887,039 shares of the registrant’s common stock outstanding.
Documents incorporated by reference: Portions of The Goldman Sachs Group,
Shareholders are incorporated by reference in the Annual Report on Form 10-K in response to Part III, Items 10, 11, 12, 13 and 14.
Inc.’s Proxy Statement for its 2018 Annual Meeting of
T H E G O L D M A N S A C H S G R O U P ,
A N N U A L R E P O R T O N F O R M 1 0 - K F O R T H E F I S C A L Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 7
I N C . A N D S U B S I D I A R I E S
INDEX
Form 10-K Item Number
Page No.
Page No.
Item 7
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
Introduction
Executive Overview
Business Environment
Critical Accounting Policies
Recent Accounting Developments
Use of Estimates
Results of Operations
Balance Sheet and Funding Sources
Equity Capital Management and Regulatory Capital
Regulatory Matters and Developments
45
45
46
47
48
50
50
51
64
69
75
Off-Balance-Sheet Arrangements and Contractual Obligations 75
Risk Management
Overview and Structure of Risk Management
Liquidity Risk Management
Market Risk Management
Credit Risk Management
Operational Risk Management
Model Risk Management
Item 7A
77
77
82
89
94
99
101
Quantitative and Qualitative Disclosures About Market Risk 101
PART I
Item 1
Business
Introduction
Our Business Segments and Segment Operating Results
Investment Banking
Institutional Client Services
Investing & Lending
Investment Management
Business Continuity and Information Security
Employees
Competition
Regulation
Available Information
Cautionary Statement Pursuant to the U.S. Private Securities
Litigation Reform Act of 1995
Item 1A
Risk Factors
Item 1B
Unresolved Staff Comments
Item 2
Properties
Item 3
Legal Proceedings
Item 4
Mine Safety Disclosures
Executive Officers of The Goldman Sachs Group, Inc.
PART II
Item 5
Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
Item 6
Selected Financial Data
1
1
1
1
2
2
4
4
5
5
6
7
21
22
23
42
42
43
43
43
44
44
44
Goldman Sachs 2017 Form 10-K
Page No.
Page No.
Note 24. Income Taxes
Note 25. Business Segments
Note 26. Credit Concentrations
Note 27. Legal Proceedings
Note 28. Employee Benefit Plans
Note 29. Employee Incentive Plans
Note 30. Parent Company
Supplemental Financial Information
Quarterly Results
Common Stock Price Range
Common Stock Performance
Selected Financial Data
Statistical Disclosures
Item 9
Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
Item 9A
Controls and Procedures
Item 9B
Other Information
PART III
Item 10
179
182
184
185
191
192
194
196
196
196
196
197
197
203
203
203
203
Directors, Executive Officers and Corporate Governance
203
Item 11
Executive Compensation
Item 12
Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
Item 13
Certain Relationships and Related Transactions, and Director
Independence
Item 14
Principal Accounting Fees and Services
PART IV
Item 15
Exhibits, Financial Statement Schedules
SIGNATURES
203
204
204
204
205
205
210
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
INDEX
Item 8
Financial Statements and Supplementary Data
Management’s Report on Internal Control over Financial
Reporting
Report of Independent Registered Public Accounting Firm
Consolidated Financial Statements
Consolidated Statements of Earnings
Consolidated Statements of Comprehensive Income
Consolidated Statements of Financial Condition
102
102
103
104
104
105
106
Consolidated Statements of Changes in Shareholders’ Equity 107
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Note 1. Description of Business
Note 2. Basis of Presentation
Note 3. Significant Accounting Policies
Note 4. Financial Instruments Owned and Financial
Instruments Sold, But Not Yet Purchased
Note 5. Fair Value Measurements
Note 6. Cash Instruments
Note 7. Derivatives and Hedging Activities
Note 8. Fair Value Option
Note 9. Loans Receivable
Note 10. Collateralized Agreements and Financings
Note 11. Securitization Activities
Note 12. Variable Interest Entities
Note 13. Other Assets
Note 14. Deposits
Note 15. Short-Term Borrowings
Note 16. Long-Term Borrowings
Note 17. Other Liabilities and Accrued Expenses
Note 18. Commitments, Contingencies and Guarantees
Note 19. Shareholders’ Equity
Note 20. Regulation and Capital Adequacy
Note 21. Earnings Per Common Share
Note 22. Transactions with Affiliated Funds
Note 23. Interest Income and Interest Expense
108
109
109
109
110
117
118
119
125
136
142
146
150
152
155
158
159
159
162
162
166
169
178
178
179
Goldman Sachs 2017 Form 10-K
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
PART I
Item 1. Business
Introduction
Goldman Sachs is a leading global investment banking,
securities and investment management firm that provides a
wide range of financial services to a substantial and
diversified client base that includes corporations, financial
institutions, governments and individuals.
When we use the terms “Goldman Sachs,” “the firm,”
“we,” “us” and “our,” we mean The Goldman Sachs
Group, Inc. (Group Inc. or parent company), a Delaware
corporation, and its consolidated subsidiaries.
References to “this Form 10-K” are to our Annual Report
on Form 10-K for the year ended December 31, 2017. All
references to 2017, 2016 and 2015 refer to our years ended,
or the dates, as the context requires, December 31, 2017,
December 31, 2016 and December 31, 2015, respectively.
Group Inc.
is a bank holding company (BHC) and a
financial holding company (FHC) regulated by the Board of
Governors of the Federal Reserve System (Federal Reserve
Board or FRB). Our U.S. depository institution subsidiary,
Goldman Sachs Bank USA (GS Bank USA), is a New York
State-chartered bank.
As of December 2017, we had offices in over 30 countries
and 48% of our total staff was based outside the Americas.
Our clients are located worldwide and we are an active
participant in financial markets around the world. In 2017,
we generated 39% of our net revenues outside the
Americas. For further information about our geographic
results, see Note 25 to the consolidated financial statements
in Part II, Item 8 of this Form 10-K.
Our Business Segments and Segment
Operating Results
We report our activities
Investment
Investing & Lending and Investment Management.
in four business segments:
Services,
Institutional Client
Banking,
The chart below presents our four business segments.
Firmwide
Investing &
Lending
Investment
Management
Equity
Securities
Management
and Other Fees
Debt
Securities and
Loans
Incentive Fees
Transaction
Revenues
Investment
Banking
Financial
Advisory
Underwriting
Equity
Underwriting
Debt
Underwriting
Institutional
Client
Services
Fixed Income,
Currency and
Commodities
Client Execution
Equities
Equities
Client
Execution
Commissions
and Fees
Securities
Services
The table below presents our segment operating results.
$ in millions
Investment Banking
Net revenues
Operating expenses
Pre-tax earnings
Institutional Client Services
Net revenues
Operating expenses
Pre-tax earnings
Investing & Lending
Net revenues
Operating expenses
Pre-tax earnings
Investment Management
Net revenues
Operating expenses
Pre-tax earnings
Year Ended December
2017
2016
2015
% of 2017
Net
Revenues
$ 7,371 $ 6,273 $ 7,027
3,713
$ 3,845 $ 2,836 $ 3,314
3,437
3,526
$11,902 $14,467 $15,151
13,938
$ 2,210 $ 4,754 $ 1,213
9,692
9,713
$ 6,581 $ 4,080 $ 5,436
2,402
$ 3,785 $ 1,694 $ 3,034
2,796
2,386
$ 6,219 $ 5,788 $ 6,206
4,841
$ 1,419 $ 1,134 $ 1,365
4,800
4,654
23%
37%
21%
19%
Total net revenues
Total operating expenses
Total pre-tax earnings
20,941
$32,073 $30,608 $33,820
25,042
20,304
$11,132 $10,304 $ 8,778
Goldman Sachs 2017 Form 10-K
1
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
In the table above:
‰ Financial information related to our business segments
for 2017, 2016 and 2015 is included in “Management’s
Discussion and Analysis of Financial Condition and
Results of Operations” and “Financial Statements and
Supplementary Data,” which are in Part II, Items 7 and 8,
respectively, of this Form 10-K. See Note 25 to the
consolidated financial statements in Part II, Item 8 of this
Form 10-K for a summary of our total net revenues,
pre-tax earnings and net earnings by geographic region.
‰ Operating expenses included $3.37 billion recorded in
Institutional Client Services in 2015 related to the
settlement agreement with the Residential Mortgage-
Backed Securities Working Group of the U.S. Financial
Fraud Enforcement Task Force. See Note 27 to the
consolidated financial statements in Part II, Item 8 of our
Annual Report on Form 10-K for the year ended
December 31, 2015 for further information.
‰ All operating expenses have been allocated to our
segments
contributions of
$127 million for 2017, $114 million for 2016 and
$148 million for 2015.
charitable
except
for
Investment Banking
Investment Banking serves public and private sector clients
around the world. We provide financial advisory services
and help companies raise capital to strengthen and grow
their businesses. We seek to develop and maintain long-
term relationships with a diverse global group of
institutional clients,
including governments, states and
municipalities. Our goal is to deliver to our institutional
clients the entire resources of the firm in a seamless fashion,
with investment banking serving as the main initial point of
contact with Goldman Sachs.
spin-offs
and risk management.
Financial Advisory. Financial Advisory includes strategic
advisory assignments with respect
to mergers and
acquisitions, divestitures, corporate defense activities,
restructurings,
In
complex
particular, we help clients
transactions for which we provide multiple services,
structuring expertise. Financial
including cross-border
Advisory
from derivative
transactions directly related to these client advisory
assignments. We also assist our clients in managing their
asset and liability exposures and their capital.
revenues
includes
execute
large,
also
2
Goldman Sachs 2017 Form 10-K
Underwriting. The other core activity of
Investment
Banking is helping companies raise capital to fund their
businesses. As a financial intermediary, our job is to match
the capital of our investing clients, who aim to grow the
savings of millions of people, with the needs of our public
and private sector clients, who need financing to generate
growth, create jobs and deliver products and services. Our
underwriting activities include public offerings and private
placements, including local and cross-border transactions
and acquisition financing, of a wide range of securities and
other financial instruments, including loans. Underwriting
also includes revenues from derivative transactions entered
into with public and private sector clients in connection
with our underwriting activities.
Equity Underwriting. We underwrite common and
and exchangeable
preferred stock and convertible
securities. We regularly receive mandates for large, complex
transactions and have held a leading position in worldwide
public common stock offerings and worldwide initial public
offerings for many years.
Debt Underwriting. We underwrite and originate various
types of debt instruments, including investment-grade and
high-yield debt, bank loans and bridge loans, including in
connection with acquisition financing, and emerging- and
growth-market debt, which may be issued by, among
others, corporate, sovereign, municipal and agency issuers.
In addition, we underwrite and originate structured
securities, which include mortgage-related securities and
other asset-backed securities.
Institutional Client Services
Institutional Client Services serves our clients who come to
us to buy and sell financial products, raise funding and
manage risk. We do this by acting as a market maker and
offering market expertise on a global basis. Institutional
Client Services makes markets and facilitates client
transactions
currency and
commodity products. In addition, we make markets in and
clear client transactions on major stock, options and futures
exchanges worldwide.
in fixed income,
equity,
As a market maker, we provide prices to clients globally
across thousands of products in all major asset classes and
markets. At times we take the other side of transactions
ourselves if a buyer or seller is not readily available and at
other times we connect our clients to other parties who
want to transact. Our willingness to make markets, commit
capital and take risk in a broad range of products is crucial
to our client relationships. Market makers provide liquidity
and play a critical role in price discovery, which contributes
to the overall efficiency of the capital markets.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Our clients are primarily institutions that are professional
market participants, including investment entities whose
ultimate clients include individual investors investing for
their retirement, buying insurance or putting aside surplus
cash in a deposit account.
clients,
Through our global sales force, we maintain relationships
with our
receiving orders and distributing
investment research, trading ideas, market information and
analysis. Much of this connectivity between us and our
clients is maintained on technology platforms and operates
globally wherever and whenever markets are open for
trading.
Institutional Client Services and our other businesses are
supported by our Global Investment Research division,
which, as of December 2017, provided fundamental
research on approximately 3,000 companies worldwide
and more than 40 national economies, as well as on
industries, currencies and commodities.
Institutional Client Services generates revenues in the
following ways:
(cid:129) In large, highly liquid markets (such as markets for
U.S. Treasury bills,
large capitalization S&P 500
stocks or certain mortgage pass-through securities), we
execute a high volume of transactions for our clients;
growth market
(cid:129) In less liquid markets (such as mid-cap corporate
certain
bonds,
non-agency mortgage-backed securities), we execute
transactions for our clients for spreads and fees that
are generally somewhat larger than those charged in
more liquid markets;
currencies
or
(cid:129) We also structure and execute transactions involving
customized or tailor-made products that address our
clients’ risk exposures, investment objectives or other
complex needs (such as a jet fuel hedge for an airline);
(cid:129) We provide financing to our clients for their securities
trading activities, as well as securities lending and
other prime brokerage services; and
(cid:129) In connection with our market-making activities, we
maintain inventory, typically for a short period of
time,
in response to, or in anticipation of, client
demand. We also hold inventory to actively manage
our risk exposures that arise from these market-
making activities. We carry our inventory at fair value
with changes in valuation reflected in net revenues.
Institutional Client Services activities are organized by asset
class
and include both “cash” and “derivative”
instruments. “Cash” refers to trading the underlying
(such as a stock, bond or barrel of oil).
instrument
“Derivative” refers to instruments that derive their value
from underlying asset prices, indices, reference rates and
other inputs, or a combination of these factors (such as an
option, which is the right or obligation to buy or sell a
certain bond or stock index on a specified date in the future
at a certain price, or an interest rate swap, which is the
agreement to convert a fixed rate of interest into a floating
rate or vice versa).
rate products,
Fixed Income, Currency and Commodities Client
Execution. Includes client execution activities related to
making markets in both cash and derivative instruments for
credit products, mortgages,
interest
currencies and commodities.
‰ Interest Rate Products. Government bonds (including
inflation-linked securities)
across maturities, other
government-backed securities, repurchase agreements,
and interest rate swaps, options and other derivatives.
‰ Credit Products. Investment-grade corporate securities,
high-yield securities, credit derivatives, exchange-traded
funds, bank and bridge loans, municipal securities,
emerging market and distressed debt, and trade claims.
‰ Mortgages. Commercial mortgage-related securities,
residential mortgage-related
loans and derivatives,
(including U.S.
derivatives
securities,
and
government
collateralized mortgage
agency-issued
obligations and other securities and loans), and other
asset-backed securities, loans and derivatives.
loans
‰ 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, base, precious and other
other
electricity,
metals,
commodity products.
agricultural
coal,
and
Goldman Sachs 2017 Form 10-K
3
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Equities. Includes equities client execution, commissions
and fees, and securities services.
Equities Client Execution. We make markets in equity
securities and equity-related products, including exchange-
traded funds, convertible securities, options, futures and
over-the-counter (OTC) derivative instruments, on a global
basis. As a principal, we facilitate client transactions by
including with large
providing liquidity to our clients,
blocks of stocks or derivatives, requiring the commitment
of our capital.
We also structure and make markets in derivatives on
indices, industry groups, financial measures and individual
company stocks. We develop strategies and provide
information about portfolio hedging and restructuring and
asset allocation transactions for our clients. We also work
with our clients to create specially tailored instruments to
enable sophisticated investors to establish or liquidate
investment positions or undertake hedging strategies. We
are one of the leading participants in the trading and
development of equity derivative instruments.
Our exchange-based market-making activities
include
making markets in stocks and exchange-traded funds,
futures and options on major exchanges worldwide.
Commissions and Fees. 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. We provide our
clients with access to a broad spectrum of equity execution
services, including electronic “low-touch” access and more
complex “high-touch” execution through both traditional
and electronic platforms.
Securities Services. Includes financing, securities lending
and other prime brokerage services.
‰ Financing Services. We provide financing to our clients
for their securities trading activities through margin loans
that are collateralized by securities, cash or other
acceptable collateral. We earn a spread equal to the
difference between the amount we pay for funds and the
amount we receive from our client.
‰ Securities Lending Services. We provide services that
principally involve borrowing and lending securities to
cover institutional clients’ short sales and borrowing
securities to cover our short sales and otherwise to make
deliveries into the market. In addition, we are an active
participant in broker-to-broker securities lending and
third-party agency lending activities.
4
Goldman Sachs 2017 Form 10-K
‰ Other Prime Brokerage Services. We earn fees by
providing clearing,
settlement and custody services
globally. In addition, we provide our hedge fund and
other clients with a technology platform and reporting
which enables them to monitor their security portfolios
and manage risk exposures.
Investing & Lending
Our investing and lending activities, which are typically
longer-term, include our investing and relationship lending
activities across various asset classes, primarily debt
securities and loans, public and private equity securities,
infrastructure and real estate. These activities include
making investments, some of which are consolidated,
through our merchant banking business and our special
situations group. Some of these investments are made
indirectly through funds that we manage. We also provide
financing to corporate clients and individuals, including
bank loans, personal loans and mortgages.
Equity Securities. We make corporate, real estate,
infrastructure and other equity-related investments.
investments.
infrastructure and other debt
Debt Securities and Loans. We make corporate, real
estate,
In
addition, we provide credit to clients through loan facilities
and through secured loans, including secured loans to retail
clients through our digital platform, Goldman Sachs
Private Bank Select (GS Select). We also make unsecured
loans to and accept deposits from retail clients through our
digital platform, Marcus: by Goldman Sachs (Marcus).
Investment Management
Investment Management provides investment and wealth
advisory services to help clients preserve and grow their
financial assets. Our clients
include institutions and
high-net-worth individuals, as well as retail investors who
primarily access our products through a network of third-
party distributors around the world.
and
alternative
investments.
We manage client assets across a broad range of asset
classes and investment strategies, including equity, fixed
Alternative
income
investments primarily includes hedge funds, credit funds,
private equity, real estate, currencies, commodities, and
asset allocation strategies. Our investment offerings include
those managed on a fiduciary basis by our portfolio
managers as well as strategies managed by third-party
managers. We offer our investments in a variety of
structures, including separately managed accounts, mutual
funds, private partnerships, and other commingled vehicles.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
We also provide customized investment advisory solutions
designed to address our clients’ investment needs. These
solutions begin with identifying clients’ objectives and
continue through portfolio construction, ongoing asset
allocation and risk management and investment realization.
We draw from a variety of third-party managers as well as
our proprietary offerings to implement solutions for clients.
We supplement our investment advisory solutions for
high-net-worth clients with wealth advisory services that
include income and liability management, trust and estate
planning, philanthropic giving and tax planning. We also
use our global securities and derivatives market-making
capabilities to address clients’ specific investment needs.
Management and Other Fees. The majority of revenues
in management and other fees is comprised of asset-based
fees on client assets. The fees that we charge vary by asset
class and distribution channel and are affected by
investment performance as well as asset
inflows and
redemptions. Other fees we receive primarily include
financial planning and counseling fees generated through
our wealth advisory services provided by our subsidiary,
The Ayco Company, L.P.
Assets under supervision include client 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 and private equity funds (including real estate funds),
and separately managed accounts for institutional and
individual investors. Assets under supervision also include
client assets invested with third-party managers, bank
deposits and advisory relationships where we earn a fee for
advisory and other services, but do not have investment
discretion. Assets under supervision do not include the self-
directed brokerage assets of our clients. Long-term assets
under
supervision
excluding liquidity products. Liquidity products represent
money market and bank deposit assets.
supervision represent assets under
Incentive Fees. In certain circumstances, we are also
entitled to 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.
for
facilitating
Transaction Revenues. We receive commissions and net
spreads
in
high-net-worth client accounts. In addition, we earn net
interest income primarily associated with client deposits
and margin lending activity undertaken by such clients.
transactional
activity
Business
Security
Continuity
and
Information
Business continuity and information security,
including
cyber security, are high priorities for Goldman Sachs. Their
importance has been highlighted by numerous highly
publicized events in recent years, including (i) cyber attacks
against financial institutions, governmental agencies, large
consumer-based companies and other organizations that
resulted in the unauthorized disclosure of personal
information of clients and customers and other sensitive or
confidential
the theft and destruction of
corporate information and requests for ransom payments,
and (ii) extreme weather events.
information,
Our Business Continuity & Technology Resilience Program
has been developed to provide reasonable assurance of
business continuity in the event of disruptions at our critical
facilities or systems and to comply with regulatory
requirements, including those of FINRA. Because we are a
BHC, our Business Continuity & Technology Resilience
Program is also subject to review by the FRB. The key
elements of the program are crisis management, business
continuity,
recovery,
assurance and verification, and process improvement. In
the area of information security, we have developed and
implemented a framework of principles, policies and
technology designed to protect the information provided to
us by our clients and our own information from cyber
attacks and other misappropriation, corruption or loss.
Safeguards are designed to maintain the confidentiality,
integrity and availability of information.
resilience, business
technology
Employees
Management believes that a major strength and principal
reason for the success of Goldman Sachs is the quality and
dedication of our people and the shared sense of being part
of a team. We strive to maintain a work environment that
fosters professionalism, excellence, diversity, cooperation
among our employees worldwide and high standards of
business ethics.
Goldman Sachs 2017 Form 10-K
5
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Instilling the Goldman Sachs culture in all employees is a
continuous process, in which training plays an important
part. All employees are offered the opportunity to participate
in education and periodic seminars that we sponsor at
various locations throughout the world. Another important
part of instilling the Goldman Sachs culture is our employee
review process. Employees are reviewed by supervisors,
co-workers and employees they supervise in a 360-degree
review process that is integral to our team approach, and
includes an evaluation of an employee’s performance with
respect to risk management, compliance and diversity. As of
December 2017, we had 36,600 total staff.
Competition
entities
that make
investments
The financial services industry and all of our businesses are
intensely competitive, and we expect them to remain so.
Our competitors are other entities that provide investment
banking, securities and investment management services
and retail lending and deposit-taking products, as well as
in securities,
those
commodities, derivatives, real estate,
loans and other
financial assets. These entities include brokers and dealers,
investment banking firms, commercial banks, insurance
companies, investment advisers, mutual funds, hedge funds,
private equity funds, merchant banks, consumer finance
companies and financial technology and other internet-
based companies. We compete with some entities globally
and with others on a regional, product or niche basis. Our
competition is based on a number of factors, including
transaction execution, products and services, innovation,
reputation and price.
services
There has been substantial consolidation and convergence
among companies
industry.
in the financial
Moreover, we have faced, and expect to continue to face,
pressure to retain market share by committing capital to
businesses or transactions on terms that offer returns that
may not be commensurate with their risks. In particular,
corporate
(such as
agreements to participate in their loan facilities) from
financial services firms in connection with investment
banking and other assignments.
seek such commitments
clients
Consolidation and convergence have significantly increased
the capital base and geographic reach of some of our
competitors, and have also hastened the globalization of the
securities and other financial services markets. As a result,
we have had to commit capital to support our international
operations and to execute large global transactions. To take
advantage of some of our most significant opportunities,
we will have to compete successfully with financial
institutions that are larger and have more capital and that
may have a stronger local presence and longer operating
history outside the U.S.
6
Goldman Sachs 2017 Form 10-K
We also compete with smaller institutions that offer more
targeted services, such as independent advisory firms. Some
clients may perceive these firms to be less susceptible to
potential conflicts of interest than we are, and, as described
below, our ability to effectively compete with them could be
affected by regulations and limitations on activities that
apply to us but may not apply to them.
A number of our businesses are subject to intense price
competition. Efforts by our competitors to gain market
share have resulted in pricing pressure in our investment
banking and client execution businesses and could result in
pricing pressure in other of our businesses. For example, the
increasing volume of
executed electronically,
trades
through the internet and through alternative trading
systems, has increased the pressure on trading commissions,
in that commissions for electronic trading are generally
lower than for non-electronic trading. It appears that this
trend toward low-commission trading will continue. Price
competition has also led to compression in the difference
between the price at which a market participant is willing to
sell an instrument and the price at which another market
participant is willing to buy it (i.e., bid/offer spread), which
has affected our market-making businesses. In addition, we
believe that we will continue to experience competitive
pressures in these and other areas in the future as some of
our competitors seek to obtain market share by further
reducing prices, and as we enter into or expand our
presence in markets that may rely more heavily on
electronic trading and execution.
We also compete on the basis of the types of financial
products that we and our competitors offer. In some
financial
circumstances, our
products that we do not offer and our clients may prefer.
competitors may offer
(Dodd-Frank Act),
The provisions of the U.S. Dodd-Frank Wall Street Reform
the
and Consumer Protection Act
requirements promulgated by the Basel Committee on
Banking Supervision (Basel Committee) and other financial
regulation could affect our competitive position to the
increased fees and
extent that limitations on activities,
compliance costs or other regulatory requirements do not
apply, or do not apply equally, to all of our competitors or
are
different
jurisdictions. For example, the provisions of the Dodd-
Frank Act that prohibit proprietary trading and restrict
investments in certain hedge and private equity funds
differentiate between U.S.-based and non-U.S.-based
banking organizations and give non-U.S.-based banking
organizations greater flexibility to trade outside of the U.S.
and to form and invest in funds outside the U.S.
implemented
uniformly
across
not
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
the obligations with respect
Likewise,
to derivative
transactions under Title VII of the Dodd-Frank Act depend,
in part, on the location of the counterparties to the
transaction. The impact of the Dodd-Frank Act and other
regulatory developments on our competitive position will
depend to a large extent on the manner in which the
required rulemaking and regulatory guidance evolve, the
extent of international convergence, and the development
of market practice and structures under the new regulatory
regimes as described further in “Regulation” below.
We also face intense competition in attracting and retaining
qualified employees. Our ability to continue to compete
effectively will depend upon our ability to attract new
employees, retain and motivate our existing employees and
to continue to compensate employees competitively amid
intense public and regulatory scrutiny on the compensation
practices of large financial institutions. Our pay practices
and those of certain of our competitors are subject to
review by, and the standards of, the FRB and other
including the
regulators inside and outside the U.S.,
Prudential Regulation Authority (PRA) and the Financial
Conduct Authority (FCA) in the U.K. We also compete for
employees with institutions whose pay practices are not
to regulatory oversight. See “Regulation —
subject
Compensation Practices” below and “Risk Factors — Our
businesses may be adversely affected if we are unable to hire
and retain qualified employees” in Part I, Item 1A of this
Form 10-K for further information about the regulation of
our compensation practices.
Regulation
As a participant in the global financial services industry, we
are subject
to extensive regulation and supervision
worldwide. The Dodd-Frank Act, and the rules thereunder,
significantly altered the U.S. financial regulatory regime
within which we operate and the new Markets in Financial
Instruments Regulation and Markets
in Financial
Instruments Directive
(collectively, MiFID II) have
significantly revised the regulatory regime for our European
operations. The capital, liquidity and leverage ratios based
on the Basel Committee’s final capital framework for
strengthening international capital standards (Basel III), as
implemented by the FRB, the PRA and FCA and other
national regulators, have also had a significant impact on
our businesses. The Basel Committee is the primary global
standard setter for prudential bank regulation, and its
member jurisdictions implement regulations based on its
standards and guidelines.
The Basel Committee’s standards are not effective in any
jurisdiction until rules implementing such standards have
been implemented by the relevant regulators in such
jurisdiction.
to depend to a
The implications of such regulations for our businesses
continue
extent on their
implementation by the relevant regulators globally, as well
as the development of market practices and structures
under the regime established by such regulations.
large
areas.
Other reforms have been adopted or are being considered
by regulators and policy makers worldwide, as described
further throughout this section. Recent developments have
added additional uncertainty to the implementation, scope
and timing of regulatory reforms. Such developments also
In
include potential deregulation in some
February 2017, the President of the U.S. issued an executive
order identifying “core principles” for the administration’s
financial services regulatory policy and directing the
Secretary of the Treasury, in consultation with the heads of
other financial regulatory agencies, to evaluate how the
current regulatory framework promotes or inhibits the
principles and what actions have been, and are being, taken
to promote the principles. In response to the executive
order, the U.S. Department of the Treasury issued during
2017 the first three of four reports recommending a number
of comprehensive changes in the current regulatory system
for U.S. depository institutions, the U.S. capital markets
and the U.S. asset management and insurance industries. In
addition, in February 2018, the U.S. Department of the
Treasury issued a report that recommends reforming the
orderly liquidation authority (OLA) under the Dodd-Frank
Act and amending the U.S. Bankruptcy Code to make a
bankruptcy proceeding a more effective resolution method
for large financial institutions.
Goldman Sachs International (GSI) and Goldman Sachs
International Bank (GSIB), our principal E.U. operating
subsidiaries, are incorporated and headquartered in the
U.K. and, as such, are subject to E.U. legal and regulatory
requirements, based on directly binding regulations of the
E.U. and the implementation of E.U. directives by the U.K.
Both currently benefit from non-discriminatory access to
E.U. clients and infrastructure based on E.U. treaties and
E.U.
including cross-border “passporting”
the
arrangements
establishment of E.U. branches. As a result of the U.K.’s
notification to the European Council of its decision to leave
the E.U. (Brexit), there is considerable uncertainty as to the
regulatory regime that will be applicable in the U.K. and the
regulatory framework that will govern transactions and
business undertaken by our U.K. subsidiaries in the
remaining E.U. countries.
arrangements
legislation,
specific
and
for
Goldman Sachs 2017 Form 10-K
7
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Banking Supervision and Regulation
Group Inc.
is a BHC under the U.S. Bank Holding
Company Act of 1956 (BHC Act) and an FHC under
amendments to the BHC Act effected by the U.S. Gramm-
Leach-Bliley Act of 1999 (GLB Act), and is subject to
supervision and examination by the FRB, as our primary
regulator. In August 2017, the FRB proposed a new rating
system for large financial institutions, such as us, which is
intended to align with the FRB’s existing supervisory
program for large financial institutions and which would
include component ratings for capital planning, liquidity
In
risk management, and governance and controls.
August 2017 and January 2018, the FRB proposed related
guidance for the governance and controls component.
These proposals reflect the FRB’s focus on compliance with
laws and regulations related to consumer protection in its
evaluations of large financial institutions.
Certain of our subsidiaries are regulated by the banking and
securities regulatory authorities of the countries in which
they operate.
Such “functionally
Under the system of “functional regulation” established
under the BHC Act, the primary regulators of our U.S.
non-bank subsidiaries directly regulate the activities of
those subsidiaries, with the FRB exercising a supervisory
role.
regulated” U.S. non-bank
subsidiaries include broker-dealers registered with the SEC,
such as our principal U.S. broker-dealer, Goldman Sachs &
Co. LLC (GS&Co.), entities registered with or regulated by
the CFTC with respect to futures-related and swaps-related
activities and investment advisers registered with the SEC
with respect to their investment advisory activities.
Our principal U.S. bank subsidiary, GS Bank USA,
is
supervised and regulated by the FRB, the FDIC, the New
York State Department of Financial Services (NYDFS) and
the U.S. Consumer Financial Protection Bureau. A number
of our activities are conducted partially or entirely through
GS Bank USA and its subsidiaries, including: origination of
bank loans; personal loans and mortgages; interest rate,
credit, currency and other derivatives; leveraged finance;
deposit-taking; and agency lending. Our retail-oriented
activities are subject to extensive regulation and supervision
by federal and state regulators with regard to consumer
protection laws, including laws relating to fair lending and
other practices in connection with marketing and providing
retail financial products.
8
Goldman Sachs 2017 Form 10-K
GSI, our regulated U.K. broker-dealer subsidiary, which is a
designated investment firm, and GSIB, our regulated U.K.
bank and principal non-U.S. bank subsidiary, are regulated
by the PRA and the FCA. GSI provides broker-dealer
services in and from the U.K., and GSIB acts as a primary
dealer for European government bonds and is involved in
market making in European government bonds, lending
(including securities lending) and deposit-taking activities.
Capital, Leverage and Liquidity Requirements. The
firm and GS Bank USA are subject
to consolidated
regulatory capital and leverage requirements set forth by
the FRB. GSI and GSIB are subject to capital requirements
prescribed in the E.U. Capital Requirements Regulation
(CRR) and the E.U. Fourth Capital Requirements Directive
(CRD IV).
and certain off-balance-sheet
Under the FRB’s capital adequacy requirements, the firm
and GS Bank USA must meet specific regulatory capital
requirements that involve quantitative measures of assets,
items. The
liabilities
sufficiency of our capital levels is also subject to qualitative
judgments by regulators. The firm and GS Bank USA are
also subject to liquidity requirements established by the
U.S. federal bank regulatory agencies, and GSI and GSIB
are subject to similar requirements established by U.K.
regulatory authorities.
subject
regulations,
Capital Ratios. We are subject to the FRB’s risk-based
capital and leverage
to certain
transitional provisions (Capital Framework). The Capital
Framework is
III and also
largely based on Basel
implements certain provisions of the Dodd-Frank Act.
Under the Capital Framework, we are an “Advanced
approach” banking organization and have been designated
as a global systemically important bank (G-SIB).
The Capital Framework provides for an additional capital
ratio requirement that phases in over time and consists of
three components: (i) for capital conservation (capital
(ii) as a consequence of our
conservation buffer),
for
designation as a G-SIB (G-SIB buffer) and (iii)
countercyclicality (countercyclical capital buffer). The
additional capital ratio requirement must be satisfied
entirely with capital that qualifies as Common Equity
Tier 1 (CET1).
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
The capital conservation buffer began to phase in on
January 1, 2016 and will continue to do so in increments of
0.625% per year until it reaches 2.5% of risk-weighted
assets (RWAs) on January 1, 2019. The G-SIB buffer also
began to phase in on January 1, 2016 and will continue to
do so through January 1, 2019.
The countercyclical capital buffer, of up to 2.5%,
is
designed to counteract systemic vulnerabilities and applies
only to “Advanced approach” banking organizations. The
countercyclical capital buffer is currently set at zero
percent. Several other national supervisors have also started
to require countercyclical capital buffers. The G-SIB and
countercyclical capital buffers applicable to us could
change in the future and, as a result, the minimum capital
ratios to which we are subject could change.
GS Bank USA also computes its capital ratios in accordance
with the Capital Framework as an “Advanced approach”
banking organization.
The Basel Committee has published final guidelines for
calculating incremental capital ratio requirements for
banking institutions that are systemically significant from a
domestic but not global perspective (D-SIBs). If these
guidelines are implemented by national regulators, they will
apply to, among others, certain subsidiaries of G-SIBs.
These guidelines are in addition to the framework for
G-SIBs, but are more principles-based. CRD IV and the
that are systemically
institutions
CRR provide that
important at the E.U. or member state level, known as other
systemically important institutions (O-SIIs), may be subject
to additional capital ratio requirements of up to 2% of
CET1, according to their degree of systemic importance
(O-SII buffers). O-SIIs are identified annually, along with
their applicable buffers. The PRA has identified Goldman
Sachs Group UK Limited (GSG UK), the parent company of
GSI and GSIB, as an O-SII. GSG UK’s O-SII buffer is
currently set at zero percent.
In January 2016, the Basel Committee finalized a revised
framework for calculating minimum capital requirements
for market risk, which is expected to increase market risk
capital requirements for most banking organizations. In
December 2017,
the Basel Committee extended the
implementation date for the revised market risk framework
until January 1, 2022, noting that the extension would
allow for a review of the calibration of the framework.
In December 2017, the Basel Committee also published
standards that it described as the finalization of the Basel III
post-crisis regulatory reforms. These standards introduce
an aggregate output floor comparing capital requirements
under the Basel Committee’s standardized and internally
modeled approaches, and they also revise the Basel
Committee’s standardized and model-based approaches for
credit risk, provide a new standardized approach for
operational risk capital and revise the frameworks for
credit valuation adjustment risk and the leverage ratio. The
Basel Committee has proposed that national regulators
implement these standards effective on January 1, 2022,
with the output
floor being phased in through
January 1, 2027.
for U.S.
The U.S.
federal bank regulatory agencies have not
proposed rules implementing the December 2017 standards
or the revisions to the Basel Committee’s market risk
framework
In
November 2016,
the European Commission proposed
amendments to the CRR to implement the revisions to the
market
financial
institutions, which would be effective two years after the
amendments are incorporated into the CRR.
risk framework for
organizations.
certain E.U.
banking
The Basel Committee has also:
‰ Finalized a revised standard approach for calculating
risk on derivatives
RWAs
(Standardized Approach for measuring
exposures
Counterparty Credit Risk exposures, known as
“SA-CCR”);
for counterparty credit
‰ Published an updated framework for the regulatory
exposures
securitization
treatment
of
capital
(Securitization Framework);
‰ Published guidelines for measuring and controlling large
exposures (Supervisory Framework for measuring and
controlling Large Exposures); and
‰ Issued consultation papers on, among other matters,
changes to the G-SIB assessment methodology.
See “Management’s Discussion and Analysis of Financial
Condition and Results of Operations — Equity Capital
Management and Regulatory Capital” in Part II, Item 7 of
this Form 10-K and Note 20 to the consolidated financial
statements in Part II, Item 8 of this Form 10-K for
information about our, GS Bank USA’s and GSI’s capital
ratios and minimum required ratios.
Goldman Sachs 2017 Form 10-K
9
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
in
described
“Other Restrictions”
As
in
September 2016, the FRB issued a proposed rule that
would, among other
to hold
things,
in connection with covered physical
additional capital
commodity activities.
require FHCs
below,
Leverage Ratios. Under the Capital Framework, the firm
and GS Bank USA are subject
to Tier 1 leverage
established by the FRB. The Capital
requirements
Framework also introduced a supplementary leverage ratio
for “Advanced approach” banking organizations which
became effective January 1, 2018 and implements the
Basel III leverage ratio framework.
In November 2016, the European Commission proposed
amendments to the CRR to implement a 3% minimum
financial
leverage ratio requirement
institutions,
including GSI and GSIB, which would
implement the Basel III leverage ratio framework.
for certain E.U.
See “Management’s Discussion and Analysis of Financial
Condition and Results of Operations — Equity Capital
Management and Regulatory Capital” in Part II, Item 7 of
this Form 10-K and Note 20 to the consolidated financial
statements in Part II, Item 8 of this Form 10-K for
information about the firm’s and GS Bank USA’s Tier 1
leverage ratios and supplementary leverage ratios, and
GSI’s leverage ratio.
Liquidity Ratios. The Basel Committee’s international
framework for liquidity risk measurement, standards and
monitoring requires banking organizations to measure their
liquidity against two specific liquidity tests.
The Liquidity Coverage Ratio (LCR) issued by the U.S.
federal bank regulatory agencies and applicable to both the
firm and GS Bank USA is generally consistent with the Basel
Committee’s framework and is designed to ensure that a
banking organization maintains an adequate level of
unencumbered high-quality liquid assets equal to or greater
than the expected net cash outflows under an acute short-
term liquidity stress scenario. We disclose, on a quarterly
basis, our average daily LCR over the quarter. See
“Available Information” below.
The LCR rule issued by the European Commission and
applicable to GSI and GSIB became effective in the U.K. on
October 1, 2015, and fully phased in on January 1, 2018.
The Basel Committee’s net stable funding ratio (NSFR) is
designed to promote medium- and long-term stable funding
of the assets and off-balance-sheet activities of banking
organizations over a one-year time horizon. The NSFR
framework requires banking organizations to maintain a
minimum NSFR of 100%.
10
Goldman Sachs 2017 Form 10-K
In May 2016, the U.S. federal bank regulatory agencies
issued a proposed rule that would implement an NSFR for
large U.S. banking organizations, including the firm and GS
Bank USA. The proposal would require banking
organizations to ensure they have stable funding over a
one-year time horizon. In November 2016, the European
Commission proposed amendments
to the CRR to
implement the NSFR for certain E.U. financial institutions,
which would be effective two years after it is incorporated
into the CRR. Neither the U.S. federal bank regulatory
agencies nor the European Commission have released a
final rule.
The enhanced prudential standards implemented by the
FRB under the Dodd-Frank Act require BHCs, including
Group Inc., with $50 billion or more in total consolidated
assets (covered BHCs) to comply with enhanced liquidity
and overall risk management standards, including a level of
highly liquid assets based on projected funding needs for
30 days, and increased involvement by boards of directors
in liquidity and overall risk management. Although the
liquidity requirement under these rules has some similarities
to the LCR, it is a separate requirement.
and Results
See “Management’s Discussion and Analysis of Financial
of Operations — Risk
Condition
Management — Overview and Structure of Risk
Management” and “— Liquidity Risk Management” in
Part II, Item 7 of this Form 10-K for information about the
LCR and NSFR, as well as our risk management practices
and liquidity.
Stress Tests. As a covered BHC, we are subject to the
Dodd-Frank Act annual supervisory stress tests conducted
by the FRB and semi-annual company-run stress tests.
We publish summaries of our annual and mid-cycle stress
tests results on our website as described in “Available
Information” below.
Our annual stress test submission is incorporated into the
annual capital plans that we submit to the FRB as part of
the Comprehensive Capital Analysis and Review (CCAR)
of large BHCs, which is designed to ensure that capital
planning processes will permit continued operations by
such institutions during times of economic and financial
stress. As part of CCAR, the FRB evaluates an institution’s
plan to make capital distributions, such as repurchasing or
redeeming stock or increasing dividend payments, across a
range of macroeconomic and firm-specific assumptions
based on the institution’s and the FRB’s stress tests. If the
FRB objects to an institution’s capital plan, the institution is
generally prohibited from making capital distributions
other than distributions to which the FRB has not objected.
In addition, an institution faces limitations on capital
distributions to the extent that actual capital issuances are
less than the amounts indicated in its capital plan.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
GS Bank USA is also required to conduct stress tests on an
annual basis, to submit the results to the FRB, and to
publicly disclose a summary of those results. GSI and GSIB
also have their own capital planning and stress testing
process, which incorporates internally designed stress tests
and those required under the PRA’s Internal Capital
Adequacy Assessment Process.
Dividends and Stock Repurchases. Dividend payments
by Group Inc. to its shareholders and stock repurchases by
Group Inc. are subject to the oversight of the FRB.
U.S. federal and state laws impose limitations on the
payment of dividends by U.S. depository institutions, such
as GS Bank USA. In general, the amount of dividends that
may be paid by GS Bank USA is limited to the lesser of the
amounts calculated under a “recent earnings” test and an
“undivided profits” test. Under the recent earnings test, a
dividend may not be paid if the total of all dividends
declared by the entity in any calendar year is in excess of the
current year’s net income combined with the retained net
income of the two preceding years, unless the entity obtains
prior regulatory approval. Under the undivided profits test,
a dividend may not be paid in excess of the entity’s
“undivided profits” (generally, accumulated net profits that
have not been paid out as dividends or transferred to
surplus).
The applicable U.S. banking regulators have authority to
prohibit or limit the payment of dividends if, in the banking
regulator’s opinion, payment of a dividend would
constitute an unsafe or unsound practice in light of the
financial condition of the banking organization. The BHC
Act prohibits the FRB from requiring a payment by a BHC
subsidiary to a depository institution if the functional
regulator of that subsidiary objects to such payment. In
such a case, the FRB could instead require the divestiture of
the depository institution and impose operating restrictions
pending the divestiture.
Source of Strength. The Dodd-Frank Act requires BHCs
to act as a source of strength to their bank subsidiaries and
to commit capital and financial resources to support those
subsidiaries. This support may be required by the FRB at
times when we might otherwise determine not to provide it.
Capital
loans by a BHC to a subsidiary bank are
subordinate in right of payment to deposits and to certain
other indebtedness of the subsidiary bank. In addition, if a
BHC commits to a U.S. federal banking agency that it will
maintain the capital of its bank subsidiary, whether in
response to the FRB’s invoking its source-of-strength
authority or in response to other regulatory measures, that
commitment will be assumed by the bankruptcy trustee for
the BHC and the bank will be entitled to priority payment
in respect of that commitment, ahead of other creditors of
the BHC.
Transactions between Affiliates. Transactions between
GS Bank USA or its subsidiaries, on the one hand, and
Group Inc. or its other subsidiaries and affiliates, on the
other hand, are regulated by the FRB. These regulations
generally limit the types and amounts of transactions
(including credit extensions from GS Bank USA or its
subsidiaries to Group Inc. or its other subsidiaries and
affiliates) that may take place and generally require those
transactions to be on market terms or better to GS Bank
USA or its subsidiaries. These regulations generally do not
apply to transactions between GS Bank USA and its
subsidiaries. The Dodd-Frank Act expanded the coverage
and scope of these regulations, including by applying them
to the credit exposure arising under derivative transactions,
repurchase and reverse
repurchase agreements, and
securities borrowing and lending transactions.
If
the regulators
Resolution and Recovery. Group Inc. is required by the
FRB and the FDIC to submit a periodic plan for its rapid
and orderly resolution in the event of material financial
distress or failure (resolution plan). Our resolution plan
must, among other things, demonstrate that GS Bank USA
is adequately protected from risks arising from our other
entities.
jointly determine that an
institution has failed to remediate identified shortcomings
in its resolution plan and that its resolution plan, after any
permitted resubmission,
is not credible or would not
facilitate an orderly resolution under the U.S. Bankruptcy
Code, the regulators may jointly impose more stringent
capital, leverage or liquidity requirements or restrictions on
growth, activities or operations or may jointly order the
institutions to divest assets or operations in order to
facilitate orderly resolution in the event of failure. See “Risk
Factors — The application of Group Inc.’s proposed
resolution strategy could result in greater losses for Group
Inc.’s security holders, and failure to address shortcomings
in our resolution plan could subject us to increased
regulatory requirements” in Part
this
Form 10-K and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations —
Regulatory Matters and Developments — Resolution and
Recovery Plans” in Part II, Item 7 of this Form 10-K for
further information about our resolution plan.
Item 1A of
I,
Goldman Sachs 2017 Form 10-K
11
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
We are also required by the FRB to submit, on a periodic
basis, a global recovery plan that outlines the steps that
management could take to reduce risk, maintain sufficient
liquidity, and conserve capital in times of prolonged stress.
The FDIC has issued a rule requiring each insured
depository institution with $50 billion or more in assets,
such as GS Bank USA, to provide a resolution plan. Our
resolution plan for GS Bank USA must, among other things,
demonstrate that it is adequately protected from risks
arising from our other entities.
In September 2017, the FRB issued a final rule imposing
restrictions on qualified financial contracts (QFCs) entered
into by G-SIBs. The rule will begin to phase in on
January 1, 2019 and will be
fully effective on
January 1, 2020. This rule is intended to facilitate the
orderly resolution of a failed G-SIB by limiting the ability of
the G-SIB to enter into a QFC unless (i) the counterparty
waives certain termination rights in such contracts arising
upon the entry of the G-SIB or one of its affiliates into
resolution, (ii) the contracts do not prohibit transfers of
credit enhancement that satisfy certain standards, and
(iii) the counterparty agrees that the QFCs will be subject to
the special resolution regimes set forth in the Dodd-Frank
Act OLA and the Federal Deposit Insurance Act of 1950
(FDIA), described below. Compliance can be achieved by
adhering to the ISDA Protocol described below.
We, along with a number of other major global banking
organizations, adhere to the International Swaps and
Derivatives Association Resolution Stay Protocol (ISDA
Protocol), which was developed and updated in
coordination with the Financial Stability Board (FSB), an
international body that sets standards and coordinates the
work of national financial authorities and international
standard-setting bodies. The ISDA Protocol imposes a stay
on certain cross-default and early termination rights within
standard ISDA derivative contracts and securities financing
transactions between adhering parties in the event that one
of them is subject to resolution in its home jurisdiction,
including a resolution under the OLA or the FDIA in the
U.S. The ISDA Protocol is expected to be adopted more
broadly in the future, following the phase-in of QFC
regulations adopted by banking regulators (including the
FRB’s
impose additional
requirements in order for G-SIBs, such as us, to enter into
QFCs with counterparties that do not adhere to the ISDA
Protocol.
rule on QFCs)
final
that
The E.U. Bank Recovery and Resolution Directive (BRRD)
establishes a framework for the recovery and resolution of
financial institutions in the E.U., such as GSI and GSIB. The
BRRD provides national supervisory authorities with tools
and powers to pre-emptively address potential financial
crises in order to promote financial stability and minimize
taxpayers’ exposure to losses. The BRRD requires E.U.
member states to grant “bail-in” powers to E.U. resolution
authorities to recapitalize a failing entity by writing down
its unsecured debt or converting its unsecured debt into
equity. Financial institutions in the E.U. must provide that
new contracts enable such actions and also amend
pre-existing contracts governed by non-E.U. law to enable
such actions,
institutions could incur
liabilities under such pre-existing contracts.
the financial
if
financial
institutions
to a
The BRRD also subjects
minimum requirement for own funds and eligible liabilities
(MREL) so that they can be resolved without causing
financial instability and without recourse to public funds in
the event of a failure. The Bank of England’s rules on
MREL are described below in “Total Loss-Absorbing
Capacity.”
implementation of the FSB’s total
Total Loss-Absorbing Capacity. In December 2016, the
FRB adopted a final rule establishing loss-absorbency and
related requirements for parent companies of U.S. G-SIBs,
such as Group Inc. The rule will be effective in
January 2019 with no phase-in period. The rule addresses
loss-absorbing
U.S.
capacity (TLAC) principles and term sheet on minimum
TLAC requirements for G-SIBs. The rule (i) establishes
minimum TLAC requirements, (ii) establishes minimum
“eligible long-term debt” (i.e., debt that is unsecured, has a
maturity greater than one year from issuance and satisfies
certain additional criteria) requirements,
(iii) prohibits
certain BHC transactions and (iv) caps the amount of G-SIB
liabilities that are not eligible long-term debt.
subject
that are
subsidiaries
The rule also prohibits a U.S. G-SIB from (i) guaranteeing
liabilities of
to early
termination provisions if the parent company of a U.S.
G-SIB enters into an insolvency or receivership proceeding,
subject to an exception for guarantees permitted by rules of
the U.S. federal banking agencies imposing restrictions on
QFCs; (ii) incurring liabilities guaranteed by subsidiaries;
(iii) issuing short-term debt; or (iv) entering into derivatives
and certain other
financial contracts with external
counterparties.
12
Goldman Sachs 2017 Form 10-K
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
eligible TLAC,
Additionally, the rule caps, at 5% of the value of the U.S.
G-SIB’s
amount of unsecured
the
non-contingent third-party liabilities that are not eligible
long-term debt that could rank equally with or junior to
eligible long-term debt.
In October 2016, the Basel Committee issued a final
standard to implement capital deductions for banking
organizations relating to TLAC holdings of other G-SIBs.
The FSB issued a final TLAC standard requiring certain
material subsidiaries of a G-SIB organized outside of the
G-SIB’s home country, such as GSI and GSIB, to maintain
amounts of TLAC directly or indirectly from the parent
company. In July 2017, the FSB issued a final set of guiding
principles
the TLAC
requirements applicable to material subsidiaries.
implementation
the
on
of
The BRRD subjects institutions to MREL, which is
generally consistent with the FSB’s TLAC standard. In
October 2017,
the Bank of England published a
consultation paper on internal MREL, which would require
a material U.K. subsidiary of an overseas banking group,
to meet a minimum internal MREL
such as GSI,
losses to its
requirement
is Group Inc. The
resolution entity, which for GSI
transitional minimum internal MREL requirement would
phase in from January 1, 2019, becoming fully effective
from January 1, 2022.
to facilitate the transfer of
In November 2016, the European Commission proposed
amendments to the CRR and BRRD that are designed to
implement the FSB’s minimum TLAC requirement for
G-SIBs commencing January 1, 2019. The proposal would
require subsidiaries of a non-E.U. G-SIB that account for
more than 5% of its RWAs, operating income or leverage
exposure, such as GSI, to meet 90% of the requirement
applicable to E.U. G-SIBs.
such as us,
In November 2016,
the European Commission also
proposed an amendment to CRD IV that would require a
non-E.U. G-SIB,
to establish an E.U.
intermediate holding company (E.U. IHC) if the firm has
two or more of certain types of E.U. financial institution
subsidiaries, including broker-dealers and banks, such as
GSI and GSIB. The European Commission also proposed
amendments to the CRR that would require E.U. IHCs to
satisfy MREL requirements and certain other prudential
requirements. These proposals are subject to adoption at
the E.U.
implementing
rulemakings by E.U. member states, which have not yet
occurred.
for the directives,
level and,
Insolvency of an Insured Depository Institution or a
Bank Holding Company. Under the FDIA, if the FDIC is
appointed as conservator or receiver for an insured
depository institution such as GS Bank USA, upon its
insolvency or in certain other events, the FDIC has broad
powers, including the power:
‰ To transfer any of the depository institution’s assets and
liabilities to a new obligor, including a newly formed
“bridge” bank, without the approval of the depository
institution’s creditors;
‰ To enforce the depository institution’s contracts pursuant
to their terms without regard to any provisions triggered
by the appointment of the FDIC in that capacity; or
‰ To repudiate or disaffirm any contract or lease to which
the depository institution is a party, the performance of
which is determined by the FDIC to be burdensome and
the disaffirmance or repudiation of which is determined
by the FDIC to promote the orderly administration of the
depository institution.
In addition, the claims of holders of domestic deposit
liabilities and certain claims for administrative expenses
against an insured depository institution would be afforded
a priority over other general unsecured claims, including
deposits at non-U.S. branches and claims of debtholders of
the institution, in the “liquidation or other resolution” of
such an institution by any receiver. As a result, whether or
not the FDIC ever sought to repudiate any debt obligations
of GS Bank USA, the debtholders (other than depositors)
would be treated differently from, and could receive, if
anything, substantially less than, the depositors of GS Bank
USA.
The Dodd-Frank Act created a new resolution regime
(known as OLA) for BHCs and their affiliates that are
systemically important and certain non-bank financial
companies. Under OLA, the FDIC may be appointed as
receiver for the systemically important institution and its
failed non-bank subsidiaries if, upon the recommendation
of applicable regulators, the U.S. Secretary of the Treasury
determines, among other things, that the institution is in
default or in danger of default, that the institution’s failure
would have serious adverse effects on the U.S. financial
system and that resolution under OLA would avoid or
mitigate those effects.
Goldman Sachs 2017 Form 10-K
13
An institution may be downgraded to, or deemed to be in, a
capital category that is lower than is indicated by its capital
ratios if it is determined to be in an unsafe or unsound
condition or if it receives an unsatisfactory examination
rating with respect to certain matters. FDICIA imposes
progressively more restrictive constraints on operations,
management and capital distributions, as the capital
category of an institution declines. Failure to meet the
capital requirements could also require a depository
institution
critically
undercapitalized institutions are subject to the appointment
of a receiver or conservator, as described in “Insolvency of
an Insured Depository Institution or a Bank Holding
Company” above.
capital. Ultimately,
raise
to
The prompt corrective action regulations do not apply to
BHCs. However, the FRB is authorized to take appropriate
action at the BHC level, based upon the undercapitalized
status of the BHC’s depository institution subsidiaries. In
certain instances relating to an undercapitalized depository
institution subsidiary, the BHC would be required to
guarantee
the undercapitalized
subsidiary’s capital restoration plan and might be liable for
civil money damages for failure to fulfill its commitments
the
on that guarantee. Furthermore,
bankruptcy of the BHC, the guarantee would take priority
over the BHC’s general unsecured creditors, as described in
“Source of Strength” above.
the performance of
in the event of
Activities. The Dodd-Frank Act and the BHC Act
generally restrict BHCs from engaging in business activities
other than the business of banking and certain closely
related activities.
Volcker Rule. The provisions of the Dodd-Frank Act
referred to as the “Volcker Rule” became effective in
July 2015. The Volcker Rule prohibits “proprietary
trading,” but permits activities such as underwriting,
market making and risk-mitigation hedging, requires an
extensive compliance program and includes additional
reporting and record-keeping requirements. The reporting
requirements include calculating daily quantitative metrics
on covered trading activities (as defined in the rule) and
providing these metrics to regulators on a monthly basis.
T H E G O L D M A N S A C H S G R O U P ,
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If the FDIC is appointed as receiver under OLA, then the
powers of the receiver, and the rights and obligations of
creditors and other parties who have dealt with the
institution, would be determined under OLA, and not
under the bankruptcy or insolvency law that would
otherwise apply. The powers of the receiver under OLA
were generally based on the powers of the FDIC as receiver
for depository institutions under the FDIA.
Substantial differences in the rights of creditors exist
between OLA and the U.S. Bankruptcy Code, including the
right of the FDIC under OLA to disregard the strict priority
of creditor claims in some circumstances, the use of an
administrative claims procedure to determine creditors’
claims (as opposed to the judicial procedure utilized in
bankruptcy proceedings), and the right of the FDIC to
transfer claims to a “bridge” entity. In addition, OLA limits
the ability of creditors to enforce certain contractual cross-
defaults against affiliates of the institution in receivership.
The FDIC has issued a notice that it would resolve a failed
FHC by transferring its assets to a “bridge” holding
company under its “single point of entry” or “SPOE”
strategy pursuant to OLA.
FDIC Insurance. Deposits at GS Bank USA have the benefit
of FDIC insurance up to the applicable limits. The FDIC’s
Deposit
Insurance Fund is funded by assessments on
insured depository institutions. GS Bank USA’s assessment
(subject to adjustment by the FDIC) is currently based on its
average total consolidated assets less its average tangible
equity during the assessment period, its supervisory ratings
and specified forward-looking financial measures used to
calculate the assessment rate.
The reserve ratio for the Deposit Insurance Fund is 1.35%
of total insured deposits. A surcharge on the assessments of
larger depository institutions (including GS Bank USA)
applies through the earlier of the quarter that the reserve
ratio
1.35% and
or
December 31, 2018. If the reserve ratio does not reach
1.35% by December 31, 2018, the FDIC will impose a
shortfall assessment on larger depository institutions
(including GS Bank USA).
exceeds
reaches
first
Prompt Corrective Action. The U.S. Federal Deposit
Insurance Corporation Improvement Act of 1991 (FDICIA)
requires the U.S. federal bank regulatory agencies to take
“prompt corrective action” in respect of depository
institutions that do not meet specified capital requirements.
FDICIA establishes five capital categories for FDIC-insured
capitalized,
banks:
undercapitalized,
and
critically undercapitalized.
undercapitalized
well-capitalized,
significantly
adequately
14
Goldman Sachs 2017 Form 10-K
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
In addition, the Volcker Rule limits the sponsorship of, and
investment in, “covered funds” (as defined in the rule) by
banking entities, including us. It also limits certain types of
transactions between us and our sponsored funds, similar
to the limitations on transactions between depository
institutions and their affiliates. Covered funds include our
private equity funds, certain of our credit and real estate
funds, our hedge funds and certain other investment
structures. The limitation on investments in covered funds
requires us to reduce our investment in each such fund to
3% or less of the fund’s net asset value, and to reduce our
aggregate investment in all such funds to 3% or less of our
Tier 1 capital.
The FRB has extended the conformance period to July 2022
for our investments in, and relationships with, certain
legacy “illiquid funds” (as defined in the Volcker Rule) that
were in place prior to December 2013. See Note 6 to the
consolidated financial statements in Part II, Item 8 of this
Form 10-K for further information about our investments
in such funds.
Other Restrictions. FHCs generally can engage in a
broader range of financial and related activities than are
otherwise permissible for BHCs as long as they continue to
meet the eligibility requirements for FHCs. The broader
range of permissible
includes
activities
underwriting, dealing and making markets in securities and
making investments in non-FHCs (merchant banking
activities). In addition, certain FHCs are permitted under
the GLB Act to engage in certain commodities activities in
the U.S. that may otherwise be impermissible for BHCs, so
long as the assets held pursuant to these activities do not
equal 5% or more of their consolidated assets.
for FHCs
The FRB, however, has the authority to limit an FHC’s
ability to conduct activities that would otherwise be
permissible, and will likely do so if the FHC does not
satisfactorily meet certain requirements of the FRB. For
example, if an FHC or any of its U.S. depository institution
subsidiaries ceases to maintain its status as well-capitalized
or well-managed, the FRB may impose corrective capital
and/or managerial requirements, as well as additional
limitations or conditions. If the deficiencies persist, the FHC
may be required to divest its U.S. depository institution
subsidiaries or to cease engaging in activities other than the
business of banking and certain closely related activities.
If any insured depository institution subsidiary of an FHC
fails to maintain at least a “satisfactory” rating under the
Community Reinvestment Act, the FHC would be subject
to restrictions on certain new activities and acquisitions.
In addition, we are required to obtain prior FRB approval
before engaging in certain banking and other financial
activities both within and outside the U.S.
In September 2016, the FRB issued a proposed rule which,
if adopted, would impose new requirements on the physical
commodity activities and certain merchant banking
activities of FHCs. The proposed rule would, among other
things, (i) require FHCs to hold additional capital
in
connection with covered physical commodity activities,
including merchant banking investments in companies
engaged in physical commodity activities; (ii) tighten the
quantitative limits on permissible physical trading activity;
and (iii) establish new public reporting requirements on the
nature and extent of FHC’s physical commodity holdings
and activities. In addition, in a September 2016 report, the
FRB recommended that Congress repeal (i) the authority of
FHCs to engage in merchant banking activities; and (ii) the
authority described above for certain FHCs to engage in
certain otherwise permissible commodities activities.
In March 2016,
the FRB issued a revised proposal
regarding single counterparty credit limits, which would
impose more stringent requirements for credit exposures
among major financial institutions. Such limits (together
with other provisions incorporated into the Basel III capital
rules) may affect our ability to transact or hedge with other
financial institutions. In addition, the FRB has proposed
early remediation requirements, which are modeled on the
prompt corrective action regime, described in “Prompt
Corrective Action” above, but are designed to require
action to begin in earlier stages of a company’s financial
distress, based on a range of triggers, including capital and
leverage, stress test results, liquidity and risk management.
In addition, New York State banking law imposes lending
limits (which take into account credit exposure from
derivative transactions) and other requirements that could
impact the manner and scope of GS Bank USA’s activities.
Goldman Sachs 2017 Form 10-K
15
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
The U.S. federal bank regulatory agencies have issued
guidance that focuses on transaction structures and risk
management
frameworks and that outlines high-level
principles for safe-and-sound leveraged lending, including
underwriting standards, valuation and stress testing. This
guidance has, among other things, limited the percentage
amount of debt that can be included in certain transactions.
this guidance is uncertain as the U.S.
The status of
Government Accountability Office has determined that it is
a rule subject to review under the Congressional Review
Act.
Broker-Dealer and Securities Regulation
Our broker-dealer subsidiaries are subject to regulations
that cover all aspects of the securities business, including
sales methods, trade practices, use and safekeeping of
funds and securities, capital structure, record-
clients’
keeping,
the financing of clients’ purchases, and the
conduct of directors, officers and employees. In the U.S., the
SEC is the federal agency responsible for the administration
of the federal securities laws. GS&Co. is registered as a
broker-dealer, a municipal advisor and an investment
adviser with the SEC and as a broker-dealer in all 50 states
and the District of Columbia. U.S.
self-regulatory
organizations, such as FINRA and the NYSE, adopt rules
that apply to, and examine, broker-dealers such as GS&Co.
In addition, U.S. state securities and other U.S. regulators
also have regulatory or oversight authority over GS&Co.
Similarly, our businesses are also subject to regulation by
various non-U.S. governmental and regulatory bodies and
self-regulatory authorities in virtually all countries where
we have offices, as described further below, as well as in
“Other Regulation.” For a description of net capital
requirements applicable to GS&Co., see Note 20 to the
consolidated financial statements in Part II, Item 8 of this
Form 10-K.
In Europe, we provide broker-dealer services that are
subject to oversight by national regulators. These services
are regulated in accordance with national laws, many of
increasingly, by
which implement E.U. directives, and,
directly applicable E.U. regulations. These national and
E.U. laws require, among other things, compliance with
certain capital adequacy standards, customer protection
requirements and market conduct and trade reporting rules.
16
Goldman Sachs 2017 Form 10-K
Goldman Sachs Japan Co., Ltd. (GSJCL), our regulated
Japanese broker-dealer, is subject to capital requirements
imposed by Japan’s Financial Services Agency. GSJCL is
also regulated by the Tokyo Stock Exchange, the Osaka
Exchange,
the Japan
the Tokyo Financial Exchange,
the Tokyo Commodity
Securities Dealers Association,
Exchange,
Surveillance
Exchange
and
Commission, Bank of Japan, the Ministry of Finance and
the Ministry of Economy, Trade and Industry, among
others.
Securities
the Reserve Bank of
Also, the Securities and Futures Commission in Hong
Kong, the Monetary Authority of Singapore, the China
Securities Regulatory Commission, the Korean Financial
Supervisory Service,
the
Securities and Exchange Board of India, the Australian
Securities and Investments Commission and the Australian
Securities Exchange, among others, regulate various of our
subsidiaries and also have capital standards and other
requirements comparable to the rules of the SEC. Various
of our other subsidiaries are regulated by the banking and
regulatory authorities in jurisdictions in which we operate,
including, among others, Brazil and Dubai.
India,
Our exchange-based market-making activities are subject
to extensive regulation by a number of securities exchanges.
As a market maker on exchanges, we are required to
maintain orderly markets in the securities to which we are
assigned.
The Dodd-Frank Act will result in additional regulation by
the SEC, the CFTC and other regulators of our broker-
dealer and regulated subsidiaries in a number of respects.
The law calls for the imposition of expanded standards of
care by market participants in dealing with clients and
customers, including by providing the SEC with authority
to adopt rules establishing fiduciary duties for broker-
dealers and directing the SEC to examine and improve sales
practices and disclosure by broker-dealers and investment
advisers.
In addition, in June 2017, the U.S. Department of Labor’s
conflict of interest rule under the Employee Retirement
Income Security Act of 1974 (ERISA) went into effect. The
rule broadens the circumstances under which a firm and/or
a financial advisor is considered a fiduciary when providing
certain recommendations to retirement clients and requires
that such recommendations be in the best interest of clients.
As a result, we have made changes to some of our services
and offerings for retirement clients.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
initiates
Our U.S. broker-dealer and other U.S. subsidiaries are also
subject to rules adopted by U.S. federal agencies pursuant
to the Dodd-Frank Act that require any person who
certain asset-backed securities
organizes or
transactions to retain a portion (generally, at least five
percent) of any credit risk that the person conveys to a third
party. For certain securitization transactions, retention by
requirement.
third-party purchasers may satisfy this
Securitizations would also be affected by rules proposed by
the SEC to implement the Dodd-Frank Act’s prohibition
against
in any
transaction that would involve or result in any material
conflict of interest with an investor in a securitization
transaction. The proposed rules would exempt bona fide
market-making activities and risk-mitigating hedging
activities in connection with securitization activities from
the general prohibition.
securitization participants
engaging
The SEC, FINRA and regulators in various non-U.S.
jurisdictions have
imposed both conduct-based and
disclosure-based requirements with respect to research
reports and research analysts and may impose additional
regulations.
Swaps, Derivatives and Commodities Regulation
The commodity futures, commodity options and swaps
industry in the U.S. is subject to regulation under the U.S.
Commodity Exchange Act (CEA). The CFTC is the U.S.
federal agency charged with the administration of the CEA.
In addition, the SEC is the U.S. federal agency charged with
the regulation of security-based swaps. The rules and
regulations of various self-regulatory organizations, such as
the Chicago Mercantile Exchange, other futures exchanges
and the National Futures Association, also govern
commodity futures,
commodity options and swaps
activities.
The terms “swaps” and “security-based swaps” include a
wide variety of derivative instruments in addition to those
conventionally referred to as swaps (including certain
forward contracts and options), and relate to a wide variety
of underlying assets or obligations, including currencies,
commodities,
interest or other monetary rates, yields,
indices, securities, credit events, loans and other financial
obligations.
CFTC rules require registration of swap dealers, mandatory
clearing and execution of interest rate and credit default
swaps and real-time public reporting and adherence to
business conduct standards for all
in-scope swaps. In
the CFTC proposed revised capital
December 2016,
regulations for swap dealers that are not subject to the
capital rules of a prudential regulator, such as the FRB, as
well as a liquidity requirement for those swap dealers.
SEC rules govern the registration and regulation of security-
based swap dealers but compliance with such rules is not
currently required. The SEC has proposed rules that would
govern the design of new trading venues for security-based
swaps and establish the process for determining which
products must be traded on these venues.
is
GS&Co.
registered with the CFTC as a futures
commission merchant, and several of our subsidiaries,
including GS&Co., are registered with the CFTC and act as
commodity pool operators and commodity trading
advisors. GS&Co. and other subsidiaries, including GS
Bank USA, GSI and J. Aron & Company (J. Aron), are
registered with the CFTC as swap dealers. In addition,
Goldman Sachs Financial Markets, L.P. is registered with
the SEC as an OTC derivatives dealer.
Our affiliates registered as swap dealers are subject to the
margin rules issued by the CFTC (in the case of our
non-bank swap dealers) and the FRB (in the case of GS
Bank USA). The rules for variation margin have become
effective, and those for initial margin will phase in through
September 2020 depending on certain activity levels of the
swap dealer and the relevant counterparty. In contrast to
the FRB margin rules, inter-affiliate transactions under the
CFTC margin rules are generally exempt from initial
margin requirements.
The CFTC has proposed position limit rules that will limit
the size of positions that can be held by any entity, or any
group of affiliates or other parties trading under common
control, subject to certain exemptions, such as for bona fide
hedging positions. These proposed rules would apply to
positions in swaps as well as futures and options on futures.
Similar types of swap regulation have been proposed or
adopted in jurisdictions outside the U.S., including in the
E.U. and Japan. For example, the E.U. has established
regulatory requirements relating to portfolio reconciliation
and reporting, clearing certain OTC derivatives and
margining for uncleared derivatives activities under the
European Market Infrastructure Regulation.
Goldman Sachs 2017 Form 10-K
17
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
certain
non-U.S.
The CFTC has adopted rules relating to cross-border
regulation of swaps, and has proposed cross-border
business conduct and registration rules. The CFTC has
entered into agreements with certain non-U.S. regulators,
including in the E.U., regarding the cross-border regulation
of derivatives and the mutual recognition of cross-border
clearing houses, and has approved substituted compliance
including E.U.
with
regulations,
conduct
requirements and margin rules. The U.S. prudential
regulators have not yet made a determination with respect
to
to substituted compliance for transactions subject
non-U.S. margin rules. The full application of new
derivatives rules across different regulatory jurisdictions
has not yet occurred and the full impact will not be known
until the rules are implemented and market practices and
structures develop under such rules.
regulations,
certain
business
related
to
J. Aron is authorized by the U.S. Federal Energy Regulatory
Commission (FERC) to sell wholesale physical power at
a FERC-authorized power
market-based rates. As
marketer, J. Aron is subject to regulation under the U.S.
Federal Power Act and FERC regulations and to the
oversight of FERC. As a result of our investing activities,
Group Inc. is also an “exempt holding company” under the
U.S. Public Utility Holding Company Act of 2005 and
applicable FERC rules.
and
subject
are
governmental
activities, we
other
In addition, as a result of our power-related and
to energy,
commodities
environmental
and
laws
regulations, as described in “Risk Factors — Our
commodities
physical
commodities activities, subject us to extensive regulation
and
including
environmental, reputational and other risks that may
expose us to significant liabilities and costs” in Part I,
Item 1A of this Form 10-K.
particularly
activities,
potential
involve
certain
risks,
our
Investment Management Regulation
Our
to
investment management business
significant regulation in numerous jurisdictions around the
world relating to, among other things, the safeguarding of
client assets, offerings of
funds, marketing activities,
transactions among affiliates and our management of client
funds.
subject
is
The SEC has adopted rules currently anticipated to become
effective in December 2018 relating to liquidity risk
management that will require registered open-end funds to
classify and review the liquidity of their portfolio assets. In
the rules require funds to make disclosures
addition,
relating to their liquidity risk management program and
report to the SEC instances when a fund’s percentage of
illiquid investments exceeds certain thresholds or when
certain funds experience shortfalls in their highly liquid
investments.
Certain of our European subsidiaries, including Goldman
Sachs Asset Management International, are subject to the
Alternative Investment Fund Managers Directive and
related
approval,
organizational, marketing and reporting requirements of
E.U.-based alternative investment managers and the ability
of alternative investment fund managers located outside the
E.U. to access the E.U. market.
regulations, which
govern
the
The E.U. legislative institutions have reached provisional
agreement on an E.U. regulation relating to money market
funds, including provisions prescribing minimum levels of
daily and weekly liquidity, clear labeling of money market
funds and internal credit risk assessments. The regulation
was published on June 30, 2017 and will be effective on
July 21, 2018.
Compensation Practices
Our compensation practices are subject to oversight by the
FRB and, with respect to some of our subsidiaries and
employees, by other regulatory bodies worldwide. The
scope and content of compensation regulation in the
financial industry are continuing to develop, and we expect
that these regulations and resulting market practices will
evolve over a number of years.
18
Goldman Sachs 2017 Form 10-K
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
The U.S. federal bank regulatory agencies have provided
guidance designed to ensure that incentive compensation
arrangements at banking organizations take into account
risk and are consistent with safe and sound practices. The
guidance sets forth the following three key principles with
respect to incentive compensation arrangements: (i) the
arrangements should provide employees with incentives
that appropriately balance risk and financial results in a
manner that does not encourage employees to expose their
organizations to imprudent risk; (ii) the arrangements
should be compatible with effective controls and risk
should be
management; and (iii)
supported by strong corporate governance. The guidance
provides that supervisory findings with respect to incentive
compensation will be incorporated, as appropriate, into the
organization’s supervisory ratings, which can affect its
ability to make acquisitions or perform other actions. The
guidance also provides that enforcement actions may be
taken against a banking organization if
its incentive
compensation arrangements or related risk management,
control or governance processes pose a risk to the
organization’s safety and soundness.
the arrangements
The FSB has released standards for local regulators to
implement certain compensation principles for banks and
other financial companies designed to encourage sound
compensation practices. In the E.U., the CRR and CRD IV
include compensation provisions designed to implement the
FSB’s compensation standards. These rules have been
implemented by E.U. member states and, among other
things, limit the ratio of variable to fixed compensation of
certain employees, including those identified as having a
impact on the risk profile of E.U.-regulated
material
entities, including GSI.
The E.U. has also introduced rules regulating compensation
for certain persons providing services to certain investment
funds. These requirements are in addition to the guidance
issued by U.S. financial regulators described above and the
Dodd-Frank Act provision described below.
The Dodd-Frank Act requires the U.S. financial regulators,
including the FRB and SEC, to adopt rules on incentive-
based payment arrangements at specified regulated entities
having at least $1 billion in total assets (including Group
Inc. and some of its depository institution, broker-dealer
and investment adviser subsidiaries). The U.S. financial
regulators proposed revised rules in 2016, which have not
been finalized.
In October 2016, the NYDFS issued guidance emphasizing
that its regulated banking institutions, including GS Bank
USA, must ensure that any incentive compensation
arrangements tied to employee performance indicators are
subject to effective risk management, oversight and control.
Anti-Money Laundering and Anti-Bribery Rules and
Regulations
The U.S. Bank Secrecy Act (BSA), as amended by the USA
PATRIOT Act of 2001 (PATRIOT Act), contains anti-
money laundering and financial transparency laws and
mandated the implementation of various
regulations
applicable to all financial institutions, including standards
for verifying client identification at account opening, and
obligations to monitor client
transactions and report
suspicious activities. Through these and other provisions,
the BSA and the PATRIOT Act seek to promote the
identification of parties that may be involved in terrorism,
money laundering or other suspicious activities. Anti-
money laundering laws outside the U.S. contain some
similar provisions.
In addition, we are subject
to laws and regulations
worldwide, including the U.S. Foreign Corrupt Practices
Act and the U.K. Bribery Act, relating to corrupt and illegal
payments
to, and hiring practices with regard to,
government officials and others. The scope of the types of
payments or other benefits covered by these laws is very
broad and regulators are frequently using enforcement
these laws. The
proceedings to define the scope of
obligation of financial
including Goldman
Sachs, to identify their clients, to monitor for and report
suspicious transactions, to monitor direct and indirect
payments to government officials, to respond to requests
for
information by regulatory authorities and law
enforcement agencies, and to share information with other
financial institutions, has required the implementation and
maintenance of internal practices, procedures and controls.
institutions,
Goldman Sachs 2017 Form 10-K
19
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Privacy and Cyber Security Regulation
Certain of our businesses are subject
to laws and
regulations enacted by U.S. federal and state governments,
the E.U. or other non-U.S. jurisdictions and/or enacted by
various regulatory organizations or exchanges relating to
the privacy of the information of clients, employees or
others, including the GLB Act, the E.U. Data Protection
Directive, the Japanese Personal Information Protection
Act, the Hong Kong Personal Data (Privacy) Ordinance, the
Australian Privacy Act and the Brazilian Bank Secrecy Law.
Effective May 25, 2018, the E.U. Data Protection Directive
will be replaced by a more extensive General Data
Protection Regulation (GDPR). Compared to the current
directive, the GDPR will, among other things, increase
compliance obligations, have a significant impact on our
businesses’ collection, processing and retention of personal
data and reporting of data breaches, and provide for
significantly increased penalties for non-compliance.
The NYDFS also requires financial institutions regulated by
the NYDFS, including GS Bank USA, to, among other
things, (i) establish and maintain a cyber security program
designed to ensure the confidentiality,
integrity and
availability of their information systems; (ii) implement and
maintain a written cyber security policy setting forth
policies and procedures
their
for
information systems and nonpublic information; and
(iii) designate a Chief Information Security Officer. In
addition, in October 2016, the U.S. federal bank regulatory
agencies issued an advance notice of proposed rulemaking
on potential enhanced cyber risk management standards for
large financial institutions.
the protection of
Other Regulation
U.S. and non-U.S. government agencies, regulatory bodies
and self-regulatory organizations, as well as state securities
commissions and other state regulators in the U.S., are
empowered to conduct administrative proceedings that can
result in censure, fine, the issuance of cease-and-desist
orders, or the suspension or expulsion of a regulated entity
or its directors, officers or employees. In particular, state
attorneys general have become much more active in seeking
fines and penalties in enforcement led by the federal
regulators. In addition, a number of our other activities
require us
to obtain licenses, adhere to applicable
regulations and be subject to the oversight of various
regulators in the jurisdictions in which we conduct these
activities.
20
Goldman Sachs 2017 Form 10-K
MiFID II, which became effective on January 3, 2018,
includes extensive market structure reforms, such as the
establishment of new trading venue categories for the
purposes of discharging the obligation to trade OTC
derivatives on a trading platform and enhanced pre- and
post-trade transparency covering a wider range of financial
instruments. In equities, MiFID II introduced volume caps
on non-transparent liquidity trading for trading venues,
limited the use of broker-dealer crossing networks and
created a new regime for systematic internalizers, which are
investment firms that execute client transactions outside a
trading venue.
Additional controls were introduced for algorithmic
trading, high frequency trading and direct electronic access.
Commodities trading firms are required to calculate their
positions and adhere to specific limits. Other reforms
introduced enhanced transaction reporting, the publication
of best execution data by investment firms and trading
venues, transparency on costs and charges of service to
investors, changes to the way investment managers can pay
for the receipt of investment research and mandatory
unbundling for broker-dealers between execution and other
major services.
On October 26, 2017, the SEC staff issued guidance
permitting U.S. broker-dealers to comply with MiFID II
without being subject to conflicting U.S. regulation or other
adverse U.S. regulatory effects.
The E.U. and national financial legislators and regulators in
the E.U. have proposed or adopted numerous further
market reforms that may impact our businesses, including
heightened corporate governance standards for financial
institutions, rules on key information documents for
packaged retail and insurance-based investment products
and rules on indices that are used as benchmarks for
financial instruments or funds. In addition, the European
Commission, ESMA and the European Banking Authority
have announced or are formulating regulatory standards
and other measures which will
impact our European
operations. Certain of our European subsidiaries are also
regulated by the securities, derivatives and commodities
exchanges of which they are members.
As described above, many of our subsidiaries are subject to
regulatory capital requirements in jurisdictions throughout
the world. Subsidiaries not subject to separate regulation
may hold capital to satisfy local tax guidelines, rating
agency requirements or internal policies, including policies
concerning the minimum amount of capital a subsidiary
should hold based upon its underlying risk.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Available Information
is
of
section
located
our website
Our internet address is www.gs.com and the investor
relations
at
www.gs.com/shareholders. We make available free of
charge through the investor relations section of our website,
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 U.S. Securities Exchange Act of
1934 (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.
charters
Compensation
Also posted on our website, and available in print upon
request of any shareholder to our Investor Relations
incorporation and
Department, are our certificate of
for our Audit Committee, Risk
by-laws,
Committee,
Corporate
Committee,
Governance and Nominating Committee, and Public
Responsibilities Committee, 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.
In addition, our website includes information concerning:
‰ Purchases and sales of our equity securities by our
executive officers and directors;
‰ 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 from time to time;
‰ Dodd-Frank Act stress test results;
‰ The public portion of our resolution plan submission;
‰ Our risk management practices and regulatory capital
ratios, as required under the disclosure-related provisions
of the Capital Framework, which are based on the third
pillar of Basel III; and
‰ Our quarterly average LCR.
Our Investor Relations Department 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.
From time to time, we use our website, our Twitter account
(twitter.com/GoldmanSachs) and other
social media
channels as additional means of disclosing public
information to investors, the media and others interested in
Goldman Sachs. It is possible that certain information we
post on our website and on social media could be deemed to
be material information, and we encourage investors, the
media and others interested in Goldman Sachs to review the
business and financial information we post on our website
and on the social media channels identified above. The
information on our website and our social media channels
is not incorporated by reference into this Form 10-K.
Goldman Sachs 2017 Form 10-K
21
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Cautionary Statement Pursuant to the U.S.
Private Securities Litigation Reform Act of
1995
We have included or incorporated by reference in this
Form 10-K, and from time to time our management may
make, statements that may 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, but instead represent only our beliefs regarding future
events, many of which, by their nature, are inherently
uncertain and outside our control.
and operations,
These statements include statements other than historical
information or statements of current conditions and may
relate to our future plans and objectives and results, among
other things, and may also include statements about the
effect of changes to the capital, leverage, liquidity, long-
term debt and total loss-absorbing capacity rules applicable
to banks and BHCs, the impact of the Dodd-Frank Act on
legal
and various
our businesses
proceedings, governmental
investigations or mortgage-
related contingencies as set forth in Notes 27 and 18,
respectively, to the consolidated financial statements in
Part II, Item 8 of this Form 10-K, as well as statements
about the results of our Dodd-Frank Act and firm stress
tests, statements about the objectives and effectiveness of
our business continuity plan, information security program,
risk management and liquidity policies, statements about
our resolution plan and resolution strategy and their
implications for our debtholders and other stakeholders,
statements about
the design and effectiveness of our
resolution capital and liquidity models and our triggers and
alerts framework, statements about trends in or growth
opportunities for our businesses, statements about our
future status, activities or reporting under U.S. or non-U.S.
banking and financial regulation, statements about our
investment banking transaction backlog, statements about
the estimated effects of the Tax Cuts and Jobs Act (Tax
Legislation), statements about our average LCR and
statements about our strategic growth initiatives.
By identifying these statements for you in this manner, we
are alerting you to the possibility that our actual results and
financial condition may differ, possibly materially, from the
anticipated results and financial condition indicated in
these forward-looking statements. Important factors that
could cause our actual results and financial condition to
differ from those indicated in these forward-looking
statements include, among others, those described below
and in “Risk Factors” in Part I, Item 1A of this Form 10-K.
22
Goldman Sachs 2017 Form 10-K
Statements about our investment banking transaction
backlog are subject to the risk that the terms of these
transactions may be modified or that they may not be
completed at all; therefore, the net revenues, if any, that we
actually earn from these transactions may differ, possibly
materially,
Important
from those currently expected.
factors that could result in a modification of the terms of a
transaction or a transaction not being completed include, in
the case of underwriting transactions, a decline or
continued weakness
in general economic conditions,
outbreak of hostilities, volatility in the securities markets
generally or an adverse development with respect to the
issuer of the securities and, in the case of financial 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. For information about other
important
could adversely affect our
investment banking transactions, see “Risk Factors” in
Part I, Item 1A of this Form 10-K.
factors
that
Statements about the estimated effects of Tax Legislation
are based on our current calculations, as well as our current
interpretations, assumptions and expectations relating to
Tax Legislation, which are subject to further guidance and
change. The impact of Tax Legislation may differ from our
estimates, possibly materially, due to, among other things,
(i) refinement of our calculations based on updated
(ii)
information,
and
(iii) guidance that may be issued and
assumptions,
(iv) actions we may take as a result of Tax Legislation.
interpretations
changes
in
Statements about our strategic growth initiatives are subject
to the risk that our businesses may be unable to generate
incremental revenues or pre-tax earnings or take advantage
of growth opportunities. It is possible that our actual
including the incremental revenues and pre-tax
results,
from such initiatives, and financial
earnings,
condition, may differ, possibly materially,
from the
anticipated results, financial condition and incremental
revenues and pre-tax earnings indicated in these forward-
looking statements.
if any,
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
We have provided in this filing information regarding our
capital, liquidity and leverage ratios, including our NSFR.
The statements with respect to these ratios are forward-
looking statements, based on our current interpretation,
expectations and understandings of the relevant regulatory
rules, guidance and proposals, and reflect significant
assumptions concerning the treatment of various assets and
liabilities and the manner in which the ratios are calculated.
As a result, the methods used to calculate these ratios may
differ, possibly materially, from those used in calculating
our and, where applicable, GS Bank USA’s capital, liquidity
and leverage ratios for any future disclosures. The ultimate
methods of calculating the ratios will depend on, among
other
further
rulemaking from the U.S. federal bank regulatory agencies
and the development of market practices and standards.
implementation guidance or
things,
Item 1A. Risk Factors
We face a variety of risks that are substantial and inherent
in our businesses,
liquidity, credit,
operational, legal, regulatory and reputational risks. The
following are some of the more important factors that
could affect our businesses.
including market,
Our businesses have been and may continue to be
adversely affected by conditions in the global
financial markets and economic conditions generally.
Our businesses, by their nature, do not produce predictable
earnings, and all of our businesses are materially affected by
conditions in the global financial markets and economic
conditions generally, both directly and through their impact
on client activity levels. These conditions can change
suddenly and negatively.
Our financial performance is highly dependent on the
environment in which our businesses operate. A favorable
business environment is generally characterized by, among
other factors, high global gross domestic product growth,
regulatory and market
in
low
transparent,
inflation, high business and investor confidence, stable
geopolitical conditions, clear
regulations and strong
business earnings.
liquid and efficient capital markets,
conditions which result
concerning
Unfavorable or uncertain economic and market conditions
can be caused by: concerns about sovereign defaults;
uncertainty
fiscal or monetary policy,
government debt ceilings or funding; the extent of and
uncertainty about
tax and other regulatory changes;
declines in economic growth, business activity or investor
or business confidence; limitations on the availability or
increases in the cost of credit and capital; illiquid markets;
increases in inflation, interest rates, exchange rate or basic
commodity price volatility or default rates; outbreaks of
domestic or international tensions or hostilities, terrorism,
nuclear proliferation, cybersecurity threats or attacks and
other forms of disruption to or curtailment of global
communication, energy transmission or transportation
networks or other geopolitical instability or uncertainty,
such as Brexit; corporate, political or other scandals that
reduce investor confidence in capital markets; extreme
weather events or other natural disasters or pandemics; or a
combination of these or other factors.
The financial services industry and the securities markets
have been materially and adversely affected in the past by
significant declines in the values of nearly all asset classes
and by a serious lack of liquidity. In addition, concerns
about European sovereign debt risk and its impact on the
European banking system, about the impact of Brexit, and
about changes in interest rates and other market conditions
or actual changes in interest rates and other market
conditions, including market conditions in China, have
resulted, at times, in significant volatility while negatively
impacting the levels of client activity.
General uncertainty about economic, political and market
activities, and the scope, timing and impact of regulatory
reform, as well as weak consumer,
investor and CEO
confidence resulting in large part from such uncertainty,
continues to negatively impact client activity, which
adversely affects many of our businesses. Periods of low
volatility and periods of high volatility combined with a
lack of liquidity, have at times had an unfavorable impact
on our market-making businesses.
Our revenues and profitability and those of our competitors
have been and will continue to be impacted by requirements
relating to capital, additional
loss-absorbing capacity,
leverage, minimum liquidity and long-term funding levels,
requirements related to resolution and recovery planning,
derivatives clearing and margin rules and levels of
regulatory oversight, as well as limitations on which and, if
permitted, how certain business activities may be carried
out by financial institutions.
Goldman Sachs 2017 Form 10-K
23
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Although interest rates are still near historically low levels,
financial institution returns in many countries have also
been negatively impacted by increased funding costs due in
part to the withdrawal of perceived government support of
such institutions in the event of future financial crises. In
addition, liquidity in the financial markets has also been
negatively impacted as market participants and market
to new
practices and structures continue to adjust
regulations.
The degree to which these and other changes resulting from
the financial crisis will have a long-term impact on the
profitability of financial institutions will depend on the
implementation of recently adopted and new regulations,
the manner in which markets, market participants and
financial institutions adapt to these regulations, and the
prevailing economic and financial market conditions.
However, there is a significant risk that such changes will,
at least in the near term, continue to negatively impact the
absolute level of revenues, profitability and return on equity
at our firm and at other financial institutions.
Our businesses and those of our clients are subject to
extensive and pervasive regulation around the world.
As a participant in the financial services industry and a
systemically important financial institution, we are subject
to extensive regulation in jurisdictions around the world.
We face the risk of significant
intervention by law
enforcement, regulatory and taxing authorities, as well as
private litigation, in all jurisdictions in which we conduct
our businesses. In many cases, our activities may be subject
to overlapping and divergent
regulation in different
jurisdictions. Among other things, as a result of law
enforcement authorities,
regulators or private parties
challenging our compliance with existing laws and
regulations, we or our employees could be fined or
criminally sanctioned, prohibited from engaging in some of
our business activities, subject to limitations or conditions
on our business activities,
capital
requirements, or subjected to new or substantially higher
taxes or other governmental charges in connection with the
conduct of our businesses or with respect to our employees.
Such limitations or conditions may limit our business
activities and negatively impact our profitability.
including higher
In addition to the impact on the scope and profitability of our
business activities, day-to-day compliance with existing laws
and regulations, in particular those adopted since 2008, has
involved and will, except to the extent that some of such
regulations are eventually modified or otherwise repealed,
continue to involve significant amounts of time, including
that of our senior leaders and that of a large number of
dedicated compliance and other reporting and operational
personnel, all of which may negatively impact our
profitability.
24
Goldman Sachs 2017 Form 10-K
leverage,
long-term debt, total
If there are new laws or regulations or changes in the
enforcement of existing laws or regulations applicable to
our businesses or those of our clients, including capital,
loss-absorbing
liquidity,
capacity and margin requirements, restrictions on leveraged
lending or other business practices, reporting requirements,
requirements relating to recovery and resolution planning,
that are
tax burdens and compensation restrictions,
imposed on a limited subset of financial institutions (either
based on size, activities, geography or other criteria),
compliance with these new laws or regulations, or changes
in the enforcement of existing laws or regulations, could
adversely affect our ability to compete effectively with other
institutions that are not affected in the same way. In
addition, regulation imposed on financial institutions or
market participants generally, such as taxes on financial
transactions, could adversely impact
levels of market
activity more broadly, and thus impact our businesses.
These developments could impact our profitability in the
affected jurisdictions, or even make it uneconomic for us to
continue to conduct all or certain of our businesses in such
jurisdictions, or could cause us to incur significant costs
associated with
practices,
restructuring our businesses, moving all or certain of our
businesses and our employees to other locations or
complying with applicable capital requirements, including
liquidating assets or raising capital
in a manner that
adversely increases our funding costs or otherwise adversely
affects our shareholders and creditors.
changing
business
our
U.S. and non-U.S. regulatory developments, in particular
the Dodd-Frank Act and Basel III, have significantly altered
the regulatory framework within which we operate and
have adversely affected and may in the future affect our
profitability.
transactions;
requirements
limitations on incentive
Among the aspects of the Dodd-Frank Act that have affected
or may in the future affect our businesses are: increased
capital, liquidity and reporting requirements; limitations on
activities in which we may engage; increased regulation of
and
and restrictions on OTC derivatives markets
compensation;
transactions;
limitations on affiliate
to
reorganize or limit activities in connection with recovery and
resolution planning; increased deposit insurance assessments;
and increased standards of care for broker-dealers and
investment
clients. The
implementation of higher capital requirements, the LCR, the
NSFR, requirements relating to long-term debt and total
loss-absorbing capacity and the prohibition on proprietary
trading and the sponsorship of, or investment in, covered
funds by the Volcker Rule may continue to adversely affect
our profitability and competitive position, particularly if
these requirements do not apply equally to our competitors
or are not implemented uniformly across jurisdictions.
dealing with
advisers
in
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
As described in “Business — Regulation — Banking
Supervision and Regulation” in Part I, Item 1 of this
Form 10-K, Group Inc.’s proposed capital actions and
capital plan are reviewed by the FRB as part of the CCAR
process. If the FRB objects to our proposed capital actions
in our capital plan, Group Inc. could be prohibited from
taking some or all of the proposed capital actions, including
increasing or paying dividends on common or preferred
stock or repurchasing common stock or other capital
securities. Our inability to carry out our proposed capital
actions could, among other things, prevent us from
returning capital to our shareholders and impact our return
on equity.
We are also subject to laws and regulations relating to the
privacy of the information of clients, employees or others,
and any failure to comply with these laws and regulations
could expose us to liability and/or reputational damage. As
new privacy-related laws and regulations, such as the
GDPR, are implemented, the time and resources needed for
us to comply with such laws and regulations, as well as our
potential
liability for non-compliance and reporting
obligations in the case of data breaches, may significantly
increase.
In addition, our businesses are increasingly subject to laws
and regulations relating to surveillance, encryption and
data on-shoring in the jurisdictions in which we operate.
Compliance with these laws and regulations may require us
to change our policies, procedures and technology for
information security, which could, among other things,
make us more
and
misappropriation, corruption or loss of information or
technology.
vulnerable
to cyber
attacks
We have recently entered new retail-oriented deposit-taking
and lending businesses, and we currently expect to expand
the product and geographic scope of our offerings. Entering
into such new businesses, as with any new business,
subjects us to numerous additional regulations in the
jurisdictions in which these businesses operate. Not only
are these regulations extensive, but they involve types of
regulations and supervision, as well as
regulatory
compliance risks, that we have not previously encountered.
The level of regulatory scrutiny and the scope of regulations
affecting financial interactions with retail clients is often
much greater than that associated with doing business with
institutions and high-net-worth clients. Complying with
such new regulations
time-consuming, costly and
presents new and increased risks.
is
controlled by financial
institution had no direct knowledge of
Increasingly, regulators and courts have sought to hold
financial
institutions liable for the misconduct of their
clients where such regulators and courts have determined
that the financial institution should have detected that the
client was engaged in wrongdoing, even though the
financial
the
activities engaged in by its client. Regulators and courts
have also increasingly found liability as a “control person”
for activities of entities in which financial institutions or
funds
institutions have an
investment, but which they do not actively manage. In
addition, regulators and courts continue to seek to establish
“fiduciary” obligations to counterparties to which no such
duty had been assumed to exist. To the extent that such
efforts are successful, the cost of, and liabilities associated
with, engaging in brokerage, clearing, market-making,
prime brokerage,
investing and other similar activities
could increase significantly. To the extent that we have
fiduciary obligations in connection with acting as a
financial adviser, investment adviser or in other roles for
fund
individual,
clients, any breach, or even an alleged breach, of such
obligations could have materially negative legal, regulatory
and reputational consequences.
institutional, sovereign or investment
For information about the extensive regulation to which
our businesses are subject, see “Business — Regulation” in
Part I, Item 1 of this Form 10-K.
Our businesses have been and may be adversely
affected by declining asset values. This is particularly
true for those businesses in which we have net “long”
positions, receive fees based on the value of assets
managed, or receive or post collateral.
Many of our businesses have net “long” positions in debt
securities, loans, derivatives, mortgages, equities (including
private equity and real estate) and most other asset classes.
These include positions we take when we act as a principal
to facilitate our clients’ activities, including our exchange-
based market-making activities, or commit large amounts
of capital to maintain positions in interest rate and credit
products, as well as through our currencies, commodities,
equities and mortgage-related activities. In addition, we
invest in similar asset classes. Substantially all of our
investing and market-making positions and a portion of our
loans are marked-to-market on a daily basis and declines in
asset values directly and immediately impact our earnings,
unless we have effectively “hedged” our exposures to such
declines.
Goldman Sachs 2017 Form 10-K
25
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
In certain circumstances (particularly in the case of credit
products, including leveraged loans, and private equities or
other securities that are not
freely tradable or lack
established and liquid trading markets), it may not be
possible or economic to hedge such exposures and to the
extent that we do so the hedge may be ineffective or may
greatly reduce our ability to profit from increases in the
the assets. Sudden declines and significant
values of
volatility in the prices of assets may substantially curtail or
eliminate the trading markets for certain assets, which may
make it difficult to sell, hedge or value such assets. The
inability to sell or effectively hedge assets reduces our ability
to limit losses in such positions and the difficulty in valuing
assets may negatively affect our capital, liquidity or leverage
ratios, increase our funding costs and generally require us to
maintain additional capital.
In our exchange-based market-making activities, we are
obligated by stock exchange rules to maintain an orderly
market, including by purchasing securities in a declining
market. In markets where asset values are declining and in
volatile markets, this results in losses and an increased need
for liquidity.
We receive asset-based management fees based on the value
of our clients’ portfolios or investment in funds managed by
us and, in some cases, we also receive incentive fees based
on increases in the value of such investments. Declines in
asset values reduce the value of our clients’ portfolios or
fund assets, which in turn reduce the fees we earn for
managing such assets.
We post collateral to support our obligations and receive
collateral to support the obligations of our clients and
counterparties in connection with our client execution
businesses. When the value of the assets posted as collateral
or the credit ratings of the party posting collateral decline,
the party posting the collateral may need to provide
additional collateral or,
if possible, reduce its trading
position. An example of such a situation is a “margin call”
in connection with a brokerage account. Therefore, declines
in the value of asset classes used as collateral mean that
either the cost of funding positions is increased or the size of
positions is decreased.
26
Goldman Sachs 2017 Form 10-K
If we are the party providing collateral, this can increase our
costs and reduce our profitability and if we are the party
receiving collateral, this can also reduce our profitability by
reducing the level of business done with our clients and
counterparties. In addition, volatile or less liquid markets
increase the difficulty of valuing assets, which can lead to
costly and time-consuming disputes over asset values and
the level of required collateral, as well as increased credit
risk to the recipient of the collateral due to delays in
receiving adequate collateral. In cases where we foreclose
on collateral, sudden declines in the value or liquidity of
such collateral may, despite credit monitoring, over-
collateralization, the ability to call for additional collateral
or the ability to force repayment of
the underlying
obligation, result in significant losses to us, especially where
there is a single type of collateral supporting the obligation.
In addition, we have been, and may in the future be, subject
to claims that the foreclosure was not permitted under the
legal documents, was conducted in an improper manner or
caused a client or counterparty to go out of business.
Our businesses have been and may be adversely
affected by disruptions in the credit markets,
including reduced access to credit and higher costs of
obtaining credit.
Widening credit spreads, as well as significant declines in
the availability of credit, have in the past adversely affected
our ability to borrow on a secured and unsecured basis and
may do so in the future. We fund ourselves on an unsecured
basis by issuing long-term debt, by accepting deposits at our
bank subsidiaries, by issuing hybrid financial instruments
or by obtaining loans or lines of credit from commercial or
other banking entities. We seek to finance many of our
assets on a secured basis. Any disruptions in the credit
markets may make it harder and more expensive to obtain
funding for our businesses. If our available funding is
limited or we are forced to fund our operations at a higher
cost, these conditions may require us to curtail our business
activities and increase our cost of funding, both of which
could reduce our profitability, particularly in our businesses
that involve investing, lending and market making.
Our clients engaging in mergers, acquisitions and other
types of strategic transactions often rely on access to the
secured and unsecured credit markets to finance their
transactions. A lack of available credit or an increased cost
of credit can adversely affect the size, volume and timing of
our
transactions,
particularly large transactions, and adversely affect our
financial advisory and underwriting businesses.
clients’ merger
acquisition
and
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Our credit businesses have been and may in the future be
negatively affected by a lack of liquidity in credit markets. A
lack of liquidity reduces price transparency, increases price
volatility and decreases transaction volumes and size, all of
which can increase transaction risk or decrease the
profitability of such businesses.
Our market-making activities have been and may be
affected by changes in the levels of market volatility.
Certain of our market-making activities depend on market
volatility to provide trading and arbitrage opportunities to
our clients, and decreases in volatility have reduced and
may continue to reduce these opportunities and the level of
client activity associated with them and adversely affect the
results of these activities. On the other hand, increased
volatility, while it can increase trading volumes and
spreads, also increases risk as measured by Value-at-Risk
(VaR) and may expose us to increased risks in connection
with our market-making activities or cause us to reduce our
market-making inventory in order to avoid increasing our
VaR. Limiting the size of our market-making positions can
adversely affect our profitability. In periods when volatility
is increasing, but asset values are declining significantly, it
may not be possible to sell assets at all or it may only be
possible to do so at steep discounts. In such circumstances
we may be forced to either take on additional risk or to
realize losses in order to decrease our VaR. In addition,
increases in volatility increase the level of our RWAs, which
increases our capital requirements.
Our
investment banking, client execution and
investment management businesses have been
adversely affected and may in the future be adversely
affected by market uncertainty or lack of confidence
among investors and CEOs due to general declines in
economic activity and other unfavorable economic,
geopolitical or market conditions.
Our investment banking business has been, and may in the
future be, adversely affected by market conditions. Poor
economic
conditions and other adverse geopolitical
conditions can adversely affect and have in the past
adversely affected investor and CEO confidence, resulting
in significant industry-wide declines in the size and number
of underwritings and of financial advisory transactions,
which could have an adverse effect on our revenues and our
profit margins. In particular, because a significant portion
of our investment banking revenues is derived from our
participation in large transactions, a decline in the number
of large transactions would adversely affect our investment
banking business.
In certain circumstances, market uncertainty or general
declines in market or economic activity may affect our
client execution businesses by decreasing levels of overall
activity or by decreasing volatility, but at other times
market uncertainty and even declining economic activity
may result in higher trading volumes or higher spreads or
both.
Market uncertainty, volatility and adverse economic
conditions, as well as declines in asset values, may cause our
clients to transfer their assets out of our funds or other
products or their brokerage accounts and result in reduced
net revenues, principally in our investment management
business. To the extent that clients do not withdraw their
funds, they may invest them in products that generate less
fee income.
investment management business may be
Our
affected by the poor investment performance of our
investment products or a client preference for
products other than those which we offer or for
products that generate lower fees.
Poor investment returns in our investment management
business, due to either general market conditions or
underperformance (relative to our competitors or to
benchmarks) by funds or accounts that we manage or
investment products that we design or sell, affects our
ability to retain existing assets and to attract new clients or
additional assets from existing clients. This could affect the
management and incentive fees that we earn on assets under
supervision or the commissions and net spreads that we
earn for
such as
structured notes or derivatives. To the extent that our
clients choose to invest in products that we do not currently
offer, we will suffer outflows and a loss of management
fees. Further, if, due to changes in investor sentiment or the
relative performance of certain asset classes or otherwise,
clients invest in products that generate lower fees, our
investment management business could be adversely
affected.
investment products,
selling other
Goldman Sachs 2017 Form 10-K
27
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
We may incur losses as a result of ineffective risk
management processes and strategies.
We seek to monitor and control our risk exposure through
a risk and control framework encompassing a variety of
separate but complementary financial, credit, operational,
compliance and legal reporting systems, internal controls,
management review processes and other mechanisms. Our
risk management process seeks to balance our ability to
profit from market-making, investing or lending positions,
and underwriting activities, with our exposure to potential
losses. While we employ a broad and diversified set of risk
those
risk mitigation
and
monitoring
techniques and the judgments
that accompany their
application cannot anticipate every economic and financial
outcome or the specifics and timing of such outcomes.
Thus, we may, in the course of our activities, incur losses.
Market
involved
unprecedented dislocations and highlight the limitations
inherent in using historical data to manage risk.
years have
techniques,
conditions
in recent
reflect assumptions about
The models that we use to assess and control our risk
exposures
the degrees of
correlation or lack thereof among prices of various asset
classes or other market indicators. In times of market stress
or other unforeseen circumstances, such as those that
occurred during 2008 and early 2009, and to some extent
since 2011, previously uncorrelated indicators may become
correlated, or conversely previously correlated indicators
may move in different directions. These types of market
movements have at times limited the effectiveness of our
hedging strategies and have caused us to incur significant
losses, and they may do so in the future. These changes in
correlation can be exacerbated where other market
participants are using risk or
trading models with
assumptions or algorithms that are similar to ours. In these
and other cases, it may be difficult to reduce our risk
positions due to the activity of other market participants or
widespread market dislocations, including circumstances
where asset values are declining significantly or no market
exists for certain assets.
In addition, the use of models in connection with risk
management and numerous other critical activities presents
risks that such models may be ineffective, either because of
poor design or ineffective testing,
improper or flawed
inputs, as well as unpermitted access to such models
resulting in unapproved or malicious changes to the model
or its inputs.
28
Goldman Sachs 2017 Form 10-K
To the extent that we have positions through our market-
making or origination activities or we make investments
directly through our investing activities, including private
equity, that do not have an established liquid trading
market or are otherwise subject to restrictions on sale or
hedging, we may not be able to reduce our positions and
therefore reduce our risk associated with such positions. In
addition, to the extent permitted by applicable law and
regulation, we invest our own capital in private equity,
credit, real estate and hedge funds that we manage and
limitations on our ability to withdraw some or all of our
investments in these funds, whether for legal, reputational
or other reasons, may make it more difficult for us to
control the risk exposures relating to these investments.
Prudent risk management, as well as regulatory restrictions,
may cause us to limit our exposure to counterparties,
geographic areas or markets, which may limit our business
opportunities and increase the cost of our funding or
hedging activities.
As we have recently expanded and intend to continue to
expand the product and geographic scope of our offerings
of credit products to retail clients, we are presented with
different credit risks and must expand and adapt our credit
risk monitoring and mitigation activities to account for
these new business activities. A failure to adequately assess
and control such risk exposures could result in losses to us.
For further information about our risk management
policies and procedures, see “Management’s Discussion
and Analysis of Financial Condition and Results of
Operations — Risk Management” in Part II, Item 7 of this
Form 10-K.
Our liquidity, profitability and businesses may be
adversely affected by an inability to access the debt
capital markets or to sell assets or by a reduction in
our credit ratings or by an increase in our credit
spreads.
Liquidity is essential to our businesses. Our liquidity may
be impaired by an inability to access secured and/or
unsecured debt markets, an inability to access funds from
our subsidiaries or otherwise allocate liquidity optimally
across our firm, an inability to sell assets or redeem our
investments, or unforeseen outflows of cash or collateral.
This situation may arise due to circumstances that we may
be unable to control, such as a general market disruption or
an operational problem that affects third parties or us, or
even by the perception among market participants that we,
or other market participants, are experiencing greater
liquidity risk.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
We employ structured products to benefit our clients and
hedge our own risks. The financial instruments that we
hold and the contracts to which we are a party are often
complex, and these complex structured products often do
not have readily available markets to access in times of
liquidity stress. Our investing and lending activities may
lead to situations where the holdings from these activities
represent a significant portion of specific markets, which
could restrict liquidity for our positions.
Further, our ability to sell assets may be impaired if there is
not generally a liquid market for such assets, as well as in
circumstances where other market participants are seeking
to sell similar otherwise generally liquid assets at the same
time, as is likely to occur in a liquidity or other market crisis
or in response to changes to rules or regulations. In
addition, financial institutions with which we interact may
exercise set-off rights or the right to require additional
collateral, including in difficult market conditions, which
could further impair our liquidity.
to our liquidity. A
Our credit ratings are important
reduction in our credit ratings could adversely affect our
liquidity and competitive position, increase our borrowing
costs, limit our access to the capital markets or trigger our
obligations under certain provisions in some of our trading
and collateralized financing contracts. Under
these
provisions, counterparties could be permitted to terminate
contracts with us or require us to post additional collateral.
Termination of our trading and collateralized financing
contracts could cause us to sustain losses and impair our
liquidity by requiring us to find other sources of financing
or
securities
movements.
to make significant cash payments or
our
credit
As of December 2017, in the event of a one-notch and
two-notch downgrade of
ratings our
counterparties could have called for additional collateral or
termination payments
related to our net derivative
liabilities under bilateral agreements in an aggregate
amount of $358 million and $1.86 billion, respectively. A
downgrade by any one rating agency, depending on the
agency’s relative ratings of us at the time of the downgrade,
may have an impact which is comparable to the impact of a
downgrade by all rating agencies. For further information
about our credit ratings, see “Management’s Discussion
and Analysis of Financial Condition and Results of
Operations — Risk Management — Liquidity Risk
Management — Credit Ratings” in Part II, Item 7 of this
Form 10-K.
Our cost of obtaining long-term unsecured funding is
directly related to our credit spreads (the amount in excess
of the interest rate of U.S. Treasury securities (or other
benchmark securities) of the same maturity that we need to
pay to our debt investors). Increases in our credit spreads
can significantly increase our cost of this funding. Changes
in credit spreads are continuous, market-driven, and subject
at times to unpredictable and highly volatile movements.
Our credit
spreads are also influenced by market
perceptions of our creditworthiness. In addition, our credit
spreads may be influenced by movements in the costs to
purchasers of credit default swaps referenced to our long-
term debt. The market for credit default swaps has proven
to be extremely volatile and at times has lacked a high
degree of transparency or liquidity.
to
for
large
introduce more
financial
Regulatory changes relating to liquidity may also negatively
impact our results of operations and competitive position.
Recently, numerous regulations have been adopted or
stringent
proposed
liquidity
institutions. These
requirements
regulations address, among other matters, liquidity stress
testing, minimum liquidity
requirements, wholesale
funding, limitations on the issuance of short-term debt and
structured notes and prohibitions on parent guarantees that
are subject to certain cross-defaults. New and prospective
liquidity-related regulations may overlap with, and be
impacted by, other regulatory changes, including new rules
relating to minimum long-term debt requirements and
TLAC, guidance on the treatment of brokered deposits and
the
and resolution and recovery
frameworks applicable to large financial institutions. Given
the overlap and complex interactions among these new and
they may have unintended
prospective
cumulative effects, and their full
impact will remain
uncertain until
implementation of post-financial crisis
regulatory reform is complete.
regulations,
leverage
capital,
A failure to appropriately identify and address
potential conflicts of interest could adversely affect
our businesses.
Due to the broad scope of our businesses and our client
base, we regularly address potential conflicts of interest,
including situations where our services to a particular client
or our own investments or other interests conflict, or are
perceived to conflict, with the interests of another client, as
well as situations where one or more of our businesses have
access to material non-public information that may not be
shared with our other businesses and situations where we
may be a creditor of an entity with which we also have an
advisory or other relationship.
Goldman Sachs 2017 Form 10-K
29
Our
financial, accounting, data processing or other
operational systems and facilities may fail to operate
properly or become disabled as a result of events that are
wholly or partially beyond our control, such as a spike in
transaction volume, adversely affecting our ability to
process these transactions or provide these services. We
must continuously update these systems to support our
operations and growth and to respond to changes in
regulations and markets, and invest heavily in systemic
controls and training to ensure that such transactions do
not violate applicable rules and regulations or, due to errors
in processing such transactions, adversely affect markets,
our clients and counterparties or us.
Enhancements and updates to systems, as well as the
requisite training,
including in connection with the
integration of new businesses, entail significant costs and
create risks associated with implementing new systems and
integrating them with existing ones.
The use of computing devices and phones is critical to the
work done by our employees and the operation of our
systems and businesses and those of our clients and our
third-party service providers and vendors. It has been
reported that there are some fundamental security flaws in
computer chips found in many types of these computing
devices and phones. Addressing this issue could be costly
and affect the performance of these businesses and systems,
and operational risks may be incurred in applying fixes and
there may still be residual security risks.
Additionally, although the prevalence and scope of
applications of distributed ledger technology and similar
technologies is growing, the technology is also nascent and
may be vulnerable to cyber attacks or have other inherent
weaknesses. We may be, or may become, exposed to risks
related to distributed ledger technology through our
facilitation of clients’ activities involving financial products
linked to distributed ledger technology, such as blockchain
or cryptocurrencies, our investments in companies that seek
to develop platforms based on distributed ledger
technology, and the use of distributed ledger technology by
third-party vendors, clients, counterparties, clearing houses
and other financial intermediaries.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
In addition, our status as a BHC subjects us to heightened
regulation and increased regulatory scrutiny by the FRB
with respect to transactions between GS Bank USA and
entities that are or could be viewed as affiliates of ours and,
under the Volcker Rule, transactions between Goldman
Sachs and certain covered funds.
among
businesses.
We have extensive procedures and controls that are
designed to identify and address conflicts of interest,
including those designed to prevent the improper sharing of
information
However,
our
appropriately identifying and dealing with conflicts of
interest is complex and difficult, and our reputation, which
is one of our most important assets, could be damaged and
the willingness of clients to enter into transactions with us
may be affected if we fail, or appear to fail, to identify,
disclose and deal appropriately with conflicts of interest. In
addition, potential or perceived conflicts could give rise to
litigation or regulatory enforcement actions.
A failure in our operational systems or infrastructure,
or those of third parties, as well as human error, could
impair our liquidity, disrupt our businesses, result in
the disclosure of confidential information, damage
our reputation and cause losses.
Our businesses are highly dependent on our ability to
process and monitor, on a daily basis, a very large number
of transactions, many of which are highly complex and
occur at high volumes and frequencies, across numerous
and diverse markets in many currencies. These transactions,
as well as the information technology services we provide to
clients, often must adhere to client-specific guidelines, as
well as legal and regulatory standards.
Many rules and regulations worldwide govern our
obligations to report transactions and other information to
regulators, exchanges and investors. Compliance with these
legal and reporting requirements can be challenging, and
we have been, and may in the future be, subject to
regulatory fines and penalties for failing to report timely,
accurate
reporting
requirements expand, compliance with these rules and
regulations has become more challenging.
information. As
complete
and
and exchanges)
As our client base and our geographical reach expand and
the volume, speed, frequency and complexity of transactions,
especially electronic transactions (as well as the requirements
to report such transactions on a real-time basis to clients,
regulators
increase, developing and
maintaining our operational systems and infrastructure
becomes more challenging, and the risk of systems or human
error in connection with such transactions increases, as well
as the potential consequences of such errors due to the speed
and volume of transactions involved and the potential
difficulty associated with discovering such errors quickly
enough to limit the resulting consequences.
30
Goldman Sachs 2017 Form 10-K
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notwithstanding the proliferation of
technology and
technology-based risk and control systems, our businesses
ultimately rely on people as our greatest resource, and,
from time-to-time, they make mistakes that are not always
caught immediately by our technological processes or by
our other procedures which are intended to prevent and
detect such errors. These can include calculation errors,
mistakes in addressing emails, errors in software or model
development or implementation, or simple errors in
judgment. We strive to eliminate such human errors
through training, supervision, technology and by redundant
processes and controls. Human errors, even if promptly
discovered and remediated, can result in material losses and
liabilities for us.
In addition, we face the risk of operational
failure,
termination or capacity constraints of any of the clearing
agents, exchanges, clearing houses or other financial
intermediaries we use to facilitate our securities and
derivatives transactions, and as our interconnectivity with
our clients grows, we increasingly face the risk of
operational failure with respect to our clients’ systems.
capacity constraints of
In recent years, there has been significant consolidation
among clearing agents, exchanges and clearing houses and
an increasing number of derivative transactions are now or
in the near future will be cleared on exchanges, which has
increased our exposure to operational failure, termination
or
financial
intermediaries that we use and could affect our ability to
find adequate and cost-effective alternatives in the event of
any such failure,
Industry
consolidation, whether among market participants or
financial intermediaries, increases the risk of operational
failure as disparate complex systems need to be integrated,
often on an accelerated basis.
termination or constraint.
the particular
cause
entity may
Furthermore, the interconnectivity of multiple financial
institutions with central agents, exchanges and clearing
these entities,
houses, and the increased centrality of
failure at one
increases the risk that an operational
an industry-wide
institution or
operational failure that could materially impact our ability
to conduct business. Any such failure, termination or
constraint could adversely affect our ability to effect
transactions, service our clients, manage our exposure to
risk or expand our businesses or result in financial loss or
liability to our clients,
impairment of our liquidity,
disruption of our businesses, regulatory intervention or
reputational damage.
communications,
cable or other
Despite the resiliency plans and facilities we have in place,
our ability to conduct business may be adversely impacted
by a disruption in the infrastructure that supports our
businesses and the communities in which we are located.
This may include a disruption involving electrical, satellite,
undersea
internet,
transportation or other services facilities used by us, our
employees or third parties with which we conduct business,
including cloud service providers. These disruptions may
occur as a result of events that affect only our buildings or
systems or those of such third parties, or as a result of
events with a broader impact globally, regionally or in the
cities where those buildings or systems are located,
including, but not limited to, natural disasters, war, civil
unrest,
terrorism, economic or political developments,
pandemics and weather events.
In addition, although we seek to diversify our third-party
vendors to increase our resiliency, we are also exposed to
the risk that a disruption or other information technology
event at a common service provider to our vendors could
impede their ability to provide products or services to us.
We may not be able to effectively monitor or mitigate
operational risks relating to our vendors’ use of common
service providers.
Nearly all of our employees in our primary locations,
including the New York metropolitan area, London,
Bengaluru, Hong Kong, Tokyo and Salt Lake City, work in
close proximity to one another, in one or more buildings.
Notwithstanding our
to maintain business
efforts
continuity, given that our headquarters and the largest
concentration of our employees are in the New York
metropolitan area, and our two principal office buildings in
the New York area both are located on the waterfront of
the Hudson River, depending on the intensity and longevity
of the event, a catastrophic event impacting our New York
including a terrorist attack,
metropolitan area offices,
extreme weather event or other hostile or catastrophic
event, could negatively affect our business. If a disruption
occurs in one location and our employees in that location
are unable to occupy our offices or communicate with or
travel to other locations, our ability to service and interact
with our clients may suffer, and we may not be able to
successfully implement contingency plans that depend on
communication or travel.
Goldman Sachs 2017 Form 10-K
31
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
A failure to protect our computer systems, networks
and information, and our clients’ information, against
cyber attacks and similar threats could impair our
ability to conduct our businesses, result in the
disclosure,
theft or destruction of confidential
information, damage our reputation and cause losses.
and
other
reporting
organizations
Our operations rely on the secure processing, storage and
transmission of confidential and other information in our
computer systems and networks. There have been a number
of highly publicized cases involving financial services
companies,
consumer-based companies, governmental
the
agencies
unauthorized disclosure of client, customer or other
confidential information in recent years, as well as cyber
attacks involving the dissemination, theft and destruction
of corporate information or other assets, as a result of
failure to follow procedures by employees or contractors or
as a result of actions by third parties, including actions by
foreign governments. There have also been several highly
publicized cases where hackers have requested “ransom”
payments
for not disclosing customer
information or for restoring access to information or
systems.
in exchange
and data
customers. The
We are regularly the target of attempted cyber attacks,
including denial-of-service attacks, and must continuously
monitor and develop our systems to protect our technology
infrastructure
from misappropriation or
corruption. We may face an increasing number of
attempted cyber attacks as we expand our mobile- and
other internet-based products and services, as well as our
usage of mobile and cloud technologies and as we provide
more of these services to a greater number of individual
retail
firm
communication and other platforms from firm-provided
devices to employee-owned devices presents additional
to our
risks of
interconnectivity with third-party vendors
(and their
respective service providers), central agents, exchanges,
clearing houses and other financial institutions, we could be
adversely impacted if any of them is subject to a successful
cyber attack or other information security event. These
effects could include the loss of access to information or
services from the third party subject to the cyber attack or
other information security event, which could, in turn,
interrupt certain of our businesses.
increasing migration of
In addition, due
cyber attacks.
32
Goldman Sachs 2017 Form 10-K
the
especially because
Despite our efforts to ensure the integrity of our systems
and information, we may not be able to anticipate, detect or
implement effective preventive measures against all cyber
techniques used are
threats,
increasingly sophisticated, change frequently and are often
not recognized until launched. Cyber attacks can originate
from a variety of sources, including third parties who are
affiliated with foreign governments or are involved with
organized crime or terrorist organizations. Third parties
may also attempt to place individuals within the firm or
induce employees, clients or other users of our systems to
disclose sensitive information or provide access to our data
or that of our clients, and these types of risks may be
difficult to detect or prevent.
Although we take protective measures and endeavor to
modify them as circumstances warrant, our computer
systems, software and networks may be vulnerable to
unauthorized access, misuse, computer viruses or other
malicious code and other events that could have a security
impact. Due to the complexity and interconnectedness of
our systems,
the process of enhancing our protective
measures can itself create a risk of systems disruptions and
security issues.
If one or more of such events occur, this potentially could
jeopardize our or our clients’ or counterparties’ confidential
and other information processed and stored in, and
transmitted through, our computer systems and networks,
or otherwise cause interruptions or malfunctions in our,
our clients’, our counterparties’ or third parties’ operations,
which could impact their ability to transact with us or
otherwise result in legal or regulatory action, significant
losses or reputational damage.
The increased use of mobile and cloud technologies can
heighten these and other operational risks. We expect to
expend significant additional resources on an ongoing basis
to modify our protective measures and to investigate and
remediate vulnerabilities or other exposures, but these
measures may be ineffective and we may be subject to legal
or regulatory action, and financial losses that are either not
insured against or not fully covered through any insurance
maintained by us. Certain aspects of the security of such
technologies are unpredictable or beyond our control, and
the failure by mobile technology and cloud service
providers to adequately safeguard their systems and prevent
cyber attacks could disrupt our operations and result in
misappropriation, corruption or loss of confidential and
other information.
there is a risk that
encryption and other protective measures, despite their
sophistication, may be defeated, particularly to the extent
that new computing technologies vastly increase the speed
and computing power available.
In addition,
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
We routinely transmit and receive personal, confidential
and proprietary information by email and other electronic
means. We have discussed and worked with clients,
vendors, service providers, counterparties and other third
parties to develop secure transmission capabilities and
protect against cyber attacks, but we do not have, and may
be unable to put in place, secure capabilities with all of our
clients, vendors, service providers, counterparties and other
third parties and we may not be able to ensure that these
third parties have appropriate controls in place to protect
the confidentiality of the information. An interception,
misuse or mishandling of personal, confidential or
proprietary information being sent to or received from a
client, vendor, service provider, counterparty or other third
party could result in legal liability, regulatory action and
reputational harm.
Group Inc. is a holding company and is dependent for
liquidity on payments from its subsidiaries, many of
which are subject to restrictions.
Group Inc. is a holding company and, therefore, depends
on dividends, distributions and other payments from its
subsidiaries to fund dividend payments and to fund all
payments on its obligations, including debt obligations.
Many of our subsidiaries, including our broker-dealer and
bank subsidiaries, are subject to laws that restrict dividend
payments or authorize regulatory bodies to block or reduce
the flow of funds from those subsidiaries to Group Inc.
transactions,
increased capital
In addition, our broker-dealer and bank subsidiaries are
subject to restrictions on their ability to lend or transact
with affiliates and to minimum regulatory capital and other
requirements, as well as restrictions on their ability to use
funds deposited with them in brokerage or bank accounts
to fund their businesses. Additional restrictions on related-
party
and liquidity
requirements and additional limitations on the use of funds
on deposit in bank or brokerage accounts, as well as lower
earnings, can reduce the amount of funds available to meet
the obligations of Group Inc., including under the FRB’s
source of strength requirement, and even require Group
Inc. to provide additional funding to such subsidiaries.
Restrictions or regulatory action of that kind could impede
access to funds that Group Inc. needs to make payments on
its obligations,
including debt obligations, or dividend
payments. In addition, Group Inc.’s right to participate in a
distribution of assets upon a subsidiary’s liquidation or
reorganization is subject
the
subsidiary’s creditors.
to the prior claims of
There has been a trend towards increased regulation and
supervision of our subsidiaries by the governments and
regulators in the countries in which those subsidiaries are
located or do business. Concerns about protecting clients
and creditors of financial institutions that are controlled by
persons or entities located outside of the country in which
such entities are located or do business have caused or may
cause a number of governments and regulators to take
additional steps to “ring fence” or require internal total
loss-absorbing capacity at such entities in order to protect
clients and creditors of such entities in the event of financial
difficulties involving such entities. The result has been and
may continue to be additional limitations on our ability to
efficiently move capital and liquidity among our affiliated
entities, thereby increasing the overall level of capital and
liquidity required by us on a consolidated basis.
other
to certain exceptions.
Furthermore, Group Inc. has guaranteed the payment
obligations of certain of its subsidiaries, including GS&Co.
and GS Bank USA, subject
In
addition, Group Inc. guarantees many of the obligations of
its
a
transaction-by-transaction basis,
as negotiated with
counterparties. These guarantees may require Group Inc. to
provide substantial funds or assets to its subsidiaries or
their creditors or counterparties at a time when Group Inc.
is in need of liquidity to fund its own obligations.
consolidated
subsidiaries
on
The requirements for Group Inc. and GS Bank USA to
develop and submit recovery and resolution plans to
regulators, and the incorporation of feedback received from
regulators, may require us to increase capital or liquidity
levels or issue additional long-term debt at Group Inc. or
particular subsidiaries or otherwise incur additional or
duplicative operational or other costs at multiple entities,
and may reduce our ability to provide Group Inc.
guarantees of the obligations of our subsidiaries or raise
debt at Group Inc. Resolution planning may also impair
our ability to structure our intercompany and external
activities in a manner that we may otherwise deem most
operationally efficient. Furthermore, arrangements
to
facilitate our resolution planning may cause us to be subject
to additional taxes. Any such limitations or requirements
would be in addition to the legal and regulatory restrictions
described above on our ability to engage in capital actions
or make intercompany dividends or payments.
See “Business — Regulation” in Part I, Item 1 of this
Form 10-K for further information about regulatory
restrictions.
Goldman Sachs 2017 Form 10-K
33
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
regulatory
application of
The
and
requirements in the U.S. and non-U.S. jurisdictions to
facilitate the orderly resolution of
large financial
institutions could create greater risk of loss for Group
Inc.’s security holders.
strategies
As described in “Business — Regulation — Banking
Supervision and Regulation — Insolvency of an Insured
Depository Institution or a Bank Holding Company,” if the
FDIC is appointed as receiver under OLA, the rights of
Group Inc.’s creditors would be determined under OLA,
and substantial differences exist in the rights of creditors
between OLA and the U.S. Bankruptcy Code, including the
right of the FDIC under OLA to disregard the strict priority
of creditor claims in some circumstances, which could have
a material adverse effect on debtholders.
things,
The FDIC has announced that a single point of entry
strategy may be a desirable strategy under OLA to resolve a
large financial institution such as Group Inc. in a manner
that would, among other
impose losses on
shareholders, debtholders and other creditors of the top-tier
BHC (in our case, Group Inc.), while the BHC’s subsidiaries
may continue to operate. It is possible that the application
of the single point of entry strategy under OLA, in which
Group Inc. would be the only entity to enter resolution
proceedings (and its material broker-dealer, bank and other
operating entities would not enter resolution proceedings),
would result in greater losses to Group Inc.’s security
holders (including holders of our fixed rate, floating rate
and indexed debt securities), than the losses that would
result from the application of a bankruptcy proceeding or a
different resolution strategy, such as a multiple point of
entry resolution strategy for Group Inc. and certain of its
material subsidiaries.
34
Goldman Sachs 2017 Form 10-K
Assuming Group Inc. entered resolution proceedings and
that support from Group Inc. to its subsidiaries was
sufficient to enable the subsidiaries to remain solvent, losses
at the subsidiary level would be transferred to Group Inc.
and ultimately borne by Group Inc.’s security holders,
third-party creditors of Group Inc.’s subsidiaries would
receive full recoveries on their claims, and Group Inc.’s
security holders (including our shareholders, debtholders
and other unsecured creditors) could face significant and
possibly complete losses. In that case, Group Inc.’s security
holders would face losses while the third-party creditors of
Group Inc.’s subsidiaries would incur no losses because the
subsidiaries would continue to operate and would not enter
resolution or bankruptcy proceedings. In addition, holders
of Group Inc.’s eligible long-term debt and holders of
Group Inc.’s other debt securities could face losses ahead of
its other similarly situated creditors in a resolution under
OLA if the FDIC exercised its right, described above, to
disregard the priority of creditor claims.
OLA also provides the FDIC with authority to cause
creditors and shareholders of the financial company such as
Group Inc. in receivership to bear losses before taxpayers
are exposed to such losses, and amounts owed to the U.S.
government would generally receive a statutory payment
priority over the claims of private creditors,
including
senior creditors.
In addition, under OLA, claims of creditors (including
debtholders) could be satisfied through the issuance of
equity or other securities in a bridge entity to which Group
Inc.’s assets are transferred. If such a securities-for-claims
exchange were implemented, there can be no assurance that
the value of the securities of the bridge entity would be
sufficient to repay or satisfy all or any part of the creditor
claims for which the securities were exchanged. While the
FDIC has issued regulations to implement OLA, not all
aspects of how the FDIC might exercise this authority are
known and additional rulemaking is likely.
In addition, certain jurisdictions, including the U.K. and the
E.U., have implemented, or are considering, changes to
resolution regimes to provide resolution authorities with
the ability to recapitalize a failing entity by writing down its
unsecured debt or converting its unsecured debt into equity.
Such “bail-in” powers are intended to enable the
recapitalization of a failing institution by allocating losses
to its
shareholders and unsecured debtholders. U.S.
regulators are considering and non-U.S. authorities have
proposed requirements that certain subsidiaries of large
financial institutions maintain minimum amounts of total
loss-absorbing capacity that would pass losses up from the
subsidiaries to the top-tier BHC and, ultimately, to security
holders of the top-tier BHC in the event of failure.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
The application of Group Inc.’s proposed resolution
strategy could result in greater losses for Group Inc.’s
security holders, and failure to address shortcomings
in our resolution plan could subject us to increased
regulatory requirements.
In our resolution plan, Group Inc. would be resolved under
the U.S. Bankruptcy Code. The strategy described in our
resolution plan is a variant of the single point of entry
strategy: Group Inc. and Goldman Sachs Funding LLC
(Funding IHC), a wholly-owned, direct subsidiary of Group
Inc., would recapitalize and provide liquidity to certain
major subsidiaries, including through the forgiveness of
intercompany indebtedness, the extension of the maturities
intercompany indebtedness and the extension of
of
additional
strategy were
successful, creditors of some or all of Group Inc.’s major
subsidiaries would receive full recoveries on their claims,
while Group Inc.’s security holders could face significant
and possibly complete losses.
intercompany loans.
this
If
To facilitate the execution of our resolution plan, we
formed Funding IHC, a wholly-owned, direct subsidiary of
Group Inc. In exchange for an unsecured subordinated
funding note and equity interest, Group Inc. has transferred
certain intercompany receivables and substantially all of its
global core liquid assets (GCLA) to Funding IHC, and has
agreed to transfer additional GCLA above prescribed
thresholds.
the
and
financial
terminate
automatically
We also put in place a Capital and Liquidity Support
Agreement (CLSA) among Group Inc., Funding IHC and
our major subsidiaries. Under the CLSA, Funding IHC has
provided Group Inc. with a committed line of credit that
allows Group Inc. to draw sufficient funds to meet its cash
needs during the ordinary course of business. In addition, if
our
resources deteriorate so severely that
resolution may be imminent, (i) the committed line of credit
will
unsecured
subordinated funding note will automatically be forgiven,
(ii) all
intercompany receivables owed by the major
subsidiaries to Group Inc. will be transferred to Funding
IHC or their maturities will be extended to five years,
(iii) Group Inc. will be obligated to transfer substantially all
of its remaining intercompany receivables and GCLA (other
than an amount to fund anticipated bankruptcy expenses)
to Funding IHC, and (iv) Funding IHC will be obligated to
provide capital and liquidity support
to the major
subsidiaries. Group Inc.’s and Funding IHC’s obligations
under the CLSA are secured pursuant to a related security
agreement. Such actions would materially and adversely
affect Group Inc.’s liquidity. As a result, during a period of
severe stress, Group Inc. might commence bankruptcy
proceedings at an earlier time than it otherwise would if the
CLSA and related security agreement had not been
implemented.
its guarantee obligations
If Group Inc.’s proposed resolution strategy were
successful, Group Inc.’s security holders could face losses
while the third-party creditors of Group Inc.’s major
those
subsidiaries would incur no losses because
subsidiaries would continue to operate and not enter
resolution or bankruptcy proceedings. As part of the
strategy, Group Inc. could also seek to elevate the priority
relating to its major
of
subsidiaries’ derivative contracts or transfer them to
another entity so that cross-default and early termination
rights would be stayed under the ISDA Protocol, which
would result in holders of Group Inc.’s eligible long-term
debt and holders of Group Inc.’s other debt securities
incurring losses ahead of
those
guarantee obligations. It is also possible that holders of
Group Inc.’s eligible long-term debt and other debt
securities could incur losses ahead of other similarly
situated creditors.
the beneficiaries of
If Group Inc.’s proposed resolution strategy were not
successful, Group Inc.’s financial condition would be
adversely impacted and Group Inc.’s security holders,
including debtholders, may as a consequence be in a worse
position than if the strategy had not been implemented. In
all cases, any payments to debtholders are dependent on
our ability to make such payments and are therefore subject
to our credit risk.
As a result of our recovery and resolution planning
including incorporating feedback from our
processes,
regulators, we may incur increased operational, funding or
other costs and face limitations on our ability to structure
our internal organization or engage in internal or external
activities in a manner that we may otherwise deem most
operationally efficient.
Our businesses, profitability and liquidity may be
adversely affected by deterioration in the credit
quality of, or defaults by, third parties who owe us
money, securities or other assets or whose securities
or obligations we hold.
We are exposed to the risk that third parties that owe us
money, securities or other assets will not perform their
obligations. These parties may default on their obligations
to us due to bankruptcy, lack of liquidity, operational
failure or other reasons. A failure of a significant market
participant, or even concerns about a default by such an
institution, could lead to significant liquidity problems,
losses or defaults by other institutions, which in turn could
adversely affect us.
Goldman Sachs 2017 Form 10-K
35
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
We are also subject to the risk that our rights against third
parties may not be enforceable in all circumstances. In
addition, deterioration in the credit quality of third parties
including a
whose securities or obligations we hold,
deterioration in the value of collateral posted by third
parties to secure their obligations to us under derivative
contracts and loan agreements, could result in losses and/or
adversely affect our ability to rehypothecate or otherwise
use those securities or obligations for liquidity purposes.
A significant downgrade in the credit ratings of our
counterparties could also have a negative impact on our
results. While in many cases we are permitted to require
additional collateral from counterparties that experience
financial difficulty, disputes may arise as to the amount of
collateral we are entitled to receive and the value of pledged
assets. The termination of contracts and the foreclosure on
collateral may subject us to claims for the improper exercise
of our rights. Default rates, downgrades and disputes with
counterparties as to the valuation of collateral increase
significantly in times of market stress and illiquidity.
As part of our clearing and prime brokerage activities, we
finance our clients’ positions, and we could be held
responsible for the defaults or misconduct of our clients.
Although we regularly review credit exposures to specific
clients and counterparties and to specific industries,
countries and regions that we believe may present credit
concerns, default
from events or
risk may arise
circumstances that are difficult to detect or foresee.
Concentration of risk increases the potential
significant
in
underwriting, investing and lending activities.
for
our market-making,
losses
Concentration of risk increases the potential for significant
losses in our market-making, underwriting, investing and
lending activities. The number and size of such transactions
may affect our results of operations in a given period.
Moreover, because of concentration of risk, we may suffer
losses even when economic and market conditions are
generally favorable for our competitors. Disruptions in the
credit markets can make it difficult to hedge these credit
exposures effectively or economically. In addition, we
extend large commitments as part of our credit origination
activities.
36
Goldman Sachs 2017 Form 10-K
Rules adopted under the Dodd-Frank Act, and similar rules
adopted in other jurisdictions, require issuers of certain
asset-backed securities and any person who organizes and
initiates certain asset-backed securities transactions to
retain economic exposure to the asset, which has affected
the cost of and structures used in connection with these
securitization activities. Our inability to reduce our credit
risk by selling, syndicating or securitizing these positions,
including during periods of market stress, could negatively
affect our results of operations due to a decrease in the fair
value of the positions, including due to the insolvency or
bankruptcy of the borrower, as well as the loss of revenues
associated with selling such securities or loans.
In the ordinary course of business, we may be subject to a
concentration of credit risk to a particular counterparty,
borrower, issuer, including sovereign issuers, or geographic
area or group of related countries, such as the E.U., and a
failure or downgrade of, or default by, such entity could
negatively impact our businesses, perhaps materially, and
the systems by which we set limits and monitor the level of
our credit exposure to individual entities, industries and
countries may not
function as we have anticipated.
Regulatory reform, including the Dodd-Frank Act, has led
to increased centralization of trading activity through
particular clearing houses, central agents or exchanges,
which has significantly increased our concentration of risk
with respect to these entities. While our activities expose us
to many different industries, counterparties and countries,
we routinely execute a high volume of transactions with
counterparties engaged in financial services activities,
including brokers and dealers, commercial banks, clearing
houses, exchanges and investment funds. This has resulted
in significant credit concentration with respect to these
counterparties.
The financial services industry is both highly
competitive and interrelated.
our products
in the
and
The financial services industry and all of our businesses are
intensely competitive, and we expect them to remain so. We
compete on the basis of a number of factors, including
transaction execution,
and services,
innovation, reputation, creditworthiness and price. There
has been substantial consolidation and convergence among
industry. This
companies
financial
the
hastened
convergence
consolidation
globalization of the securities and other financial services
markets. As a result, we have had to commit capital to
support our international operations and to execute large
global transactions. To the extent we expand into new
business areas and new geographic regions, we will face
competitors with more experience and more established
relationships with clients,
and industry
participants in the relevant market, which could adversely
affect our ability to expand.
services
has
regulators
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
adopted
recently adopted
Governments and regulators have
regulations,
compensation
taxes,
imposed
restrictions or otherwise put forward various proposals that
have or may impact our ability to conduct certain of our
businesses in a cost-effective manner or at all in certain or
all jurisdictions, including proposals relating to restrictions
on the type of activities in which financial institutions are
permitted to engage. These or other similar rules, many of
which do not apply to all our U.S. or non-U.S. competitors,
could impact our ability to compete effectively.
Pricing and other competitive pressures in our businesses
have continued to increase, particularly in situations where
some of our competitors may seek to increase market share
by reducing prices. For example,
in connection with
investment banking and other assignments, we have
experienced pressure to extend and price credit at levels that
may not always fully compensate us for the risks we take.
The financial services industry is highly interrelated in that
a significant volume of transactions occur among a limited
number of members of that industry. Many transactions are
syndicated to other financial
institutions and financial
institutions are often counterparties in transactions. This
has led to claims by other market participants and
regulators that such institutions have colluded in order to
manipulate markets or market prices, including allegations
that antitrust laws have been violated. While we have
extensive procedures and controls that are designed to
identify and prevent such activities, allegations of such
activities, particularly by regulators, can have a negative
reputational impact and can subject us to large fines and
settlements, and potentially significant penalties, including
treble damages.
We face enhanced risks as new business initiatives
lead us to transact with a broader array of clients and
counterparties and expose us to new asset classes
and new markets.
A number of our recent and planned business initiatives and
expansions of existing businesses may bring us into contact,
directly or indirectly, with individuals and entities that are
not within our traditional client and counterparty base and
expose us to new asset classes and new markets. For
example, we continue to transact business and invest in new
regions, including a wide range of emerging and growth
markets. Furthermore,
in a number of our businesses,
including where we make markets, invest and lend, we
directly or indirectly own interests in, or otherwise become
affiliated with the ownership and operation of public
services, such as airports, toll roads and shipping ports, as
well
commodities
commodities
infrastructure components, both within and outside the
U.S.
physical
and
as
We have recently increased and intend to further increase
our retail-oriented deposit-taking and lending activities. To
the extent we engage in such activities or similar retail-
oriented activities, we could face additional compliance,
legal and regulatory risk, increased reputational risk and
increased operational risk due to, among other things,
higher transaction volumes and significantly increased
customer and client
retention and transmission of
information. As a result of a recent information security
event involving a credit reporting agency, identity fraud
may increase and industry practices may change in a
financial
manner
institutions, such as us, to evaluate the creditworthiness of
retail customers.
it more difficult
that makes
for
New business initiatives expose us to new and enhanced
including risks associated with dealing with
risks,
governmental entities, reputational concerns arising from
dealing with less sophisticated clients, counterparties and
investors, greater regulatory scrutiny of these activities,
increased credit-related, market, sovereign and operational
risks, risks arising from accidents or acts of terrorism, and
reputational concerns with the manner in which these assets
are being operated or held or in which we interact with
these counterparties.
results may be adversely affected by the
Our
composition of our client base.
Our client base is not the same as that of our major
competitors. Our businesses may have a higher or lower
percentage of clients in certain industries or markets than
some or all of our competitors. Therefore, unfavorable
industry developments or market conditions affecting
certain industries or markets may result in our businesses
underperforming relative to similar businesses of a
competitor if our businesses have a higher concentration of
clients in such industries or markets. For example, our
market-making businesses have a higher percentage of
clients with actively managed assets than our competitors
and such clients have been disproportionately affected by
the low levels of volatility.
less
simply
favorable or
Correspondingly,
adverse
developments or market conditions involving industries or
markets in a business where we have a lower concentration
of clients in such industry or market may also result in our
underperforming relative to a similar business of a
competitor that has a higher concentration of clients in such
industry or market. For example, we have a smaller
corporate client base in our market-making businesses than
many of our peers and therefore such competitors may
benefit more from increased activity by corporate clients.
Goldman Sachs 2017 Form 10-K
37
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Derivative transactions and delayed settlements may
expose us to unexpected risk and potential losses.
are
negotiated
We are party to a large number of derivative transactions,
these derivative
including credit derivatives. Many of
instruments
and
individually
non-standardized, which can make exiting, transferring or
settling positions difficult. Many credit derivatives require
that we deliver to the counterparty the underlying security,
loan or other obligation in order to receive payment. In a
number of cases, we do not hold the underlying security,
loan or other obligation and may not be able to obtain the
underlying security, loan or other obligation. This could
cause us to forfeit the payments due to us under these
contracts or result in settlement delays with the attendant
credit and operational risk as well as increased costs to us.
the terms of
instruments, disputes about
In addition, as new complex derivative products are
created, covering a wider array of underlying credit and
other
the
underlying contracts could arise, which could impair our
ability to effectively manage our risk exposures from these
products and subject us to increased costs. The provisions
of the Dodd-Frank Act requiring central clearing of credit
derivatives and other OTC derivatives, or a market shift
toward standardized derivatives, could reduce the risk
associated with such transactions, but under certain
circumstances could also limit our ability to develop
derivatives that best suit the needs of our clients and to
hedge our own risks, and could adversely affect our
profitability and increase our credit exposure to such
platform.
Derivative transactions may also involve the risk that
documentation has not been properly executed,
that
executed agreements may not be enforceable against the
counterparty, or that obligations under such agreements
may not be able to be “netted” against other obligations
with such counterparty. In addition, counterparties may
claim that such transactions were not appropriate or
authorized.
As a signatory to the ISDA Protocol and being subject to the
FRB’s and FDIC’s rules on QFCs and similar rules in other
jurisdictions, we may not be able to exercise remedies
against counterparties and, as this new regime has not yet
been tested, we may suffer risks or losses that we would not
have expected to suffer if we could immediately close out
transactions upon a termination event. Various non-U.S.
regulators have also proposed regulations contemplated by
the ISDA Protocol, and those implementing regulations
may result in additional
limitations on our ability to
exercise remedies against counterparties. The impact of the
ISDA Protocol and these rules and regulations will depend
on the development of market practices and structures.
Derivative contracts and other transactions,
including
secondary bank loan purchases and sales, entered into with
third parties are not always confirmed by the counterparties
or settled on a timely basis. While the transaction remains
unconfirmed or during any delay in settlement, we are
subject to heightened credit and operational risk and in the
event of a default may find it more difficult to enforce our
rights.
Certain of our businesses and our funding may be
adversely affected by changes in the reference rates,
currencies,
indexes, baskets or ETFs to which
products we offer or funding that we raise are linked.
All of our floating rate funding pays interest by reference to
a rate, such as LIBOR or Federal Funds. In addition, many
of the products that we own or that we offer, such as
structured notes, warrants, swaps or security-based swaps,
pay interest or determine the principal amount to be paid at
maturity or in the event of default by reference to similar
rates or by reference to an index, currency, basket, ETF or
other financial metric (the underlier). In the event that the
composition of the underlier is significantly changed, by
reference to rules governing such underlier or otherwise, or
the underlier ceases to exist (for example, in the event that
LIBOR is discontinued, a country withdraws from the Euro
or links its currency to or delinks its currency from another
currency or benchmark, or an index or ETF sponsor
materially alters the composition of an index or ETF), there
may be uncertainty as to the calculation of the amounts to
be paid to the lender, investor or counterparty, depending
on the terms of the governing instrument.
Such changes in an underlier or underliers could result in
our hedges being ineffective or otherwise result in losses on
a product or having to pay more or receive less on securities
that we own or have issued. In addition, such uncertainty
could result in lengthy and costly litigation.
38
Goldman Sachs 2017 Form 10-K
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Our businesses may be adversely affected if we are
unable to hire and retain qualified employees.
Our performance is largely dependent on the talents and
efforts of highly skilled people; therefore, our continued
ability to compete effectively in our businesses, to manage
our businesses effectively and to expand into new
businesses and geographic areas depends on our ability to
attract new talented and diverse employees and to retain
and motivate our existing employees. Factors that affect
our ability to attract and retain such employees include our
compensation and benefits, and our reputation as a
successful business with a culture of fairly hiring, training
and promoting qualified employees. As a significant
portion of the compensation that we pay to our employees
is in the form of year-end discretionary compensation, a
significant portion of which is in the form of deferred
equity-related awards, declines in our profitability, or in the
outlook for our future profitability, as well as regulatory
limitations on compensation levels and terms,
can
negatively impact our ability to hire and retain highly
qualified employees.
Competition from within the financial services industry and
from businesses outside the financial services industry,
including the technology industry, for qualified employees
has often been intense. Recently, we have experienced
increased competition in hiring and retaining employees to
address the demands of new regulatory requirements,
expanding retail-oriented businesses and our technology
initiatives. This is also the case in emerging and growth
markets, where we are often competing for qualified
employees with entities that have a significantly greater
presence or more extensive experience in the region.
Changes in law or regulation in jurisdictions in which our
operations are located that affect taxes on our employees’
income, or the amount or composition of compensation,
may also adversely affect our ability to hire and retain
qualified employees in those jurisdictions.
I,
Item 1 of
As described further in “Business — Regulation —
this
Compensation Practices” in Part
Form 10-K, our compensation practices are subject to
review by, and the standards of, the FRB. As a large global
financial and banking institution, we are subject
to
limitations on compensation practices (which may or may
not affect our competitors) by the FRB, the PRA, the FCA,
the FDIC and other
regulators worldwide. These
limitations, including any imposed by or as a result of
future legislation or regulation, may require us to alter our
compensation practices in ways that could adversely affect
our ability to attract and retain talented employees.
We may be adversely affected by increased
governmental and regulatory scrutiny or negative
publicity.
sentiment
and public
Governmental scrutiny from regulators, legislative bodies
and law enforcement agencies with respect to matters
relating to compensation, our business practices, our past
actions and other matters has increased dramatically in the
past several years. The financial crisis and the current
political
financial
institutions has resulted in a significant amount of adverse
press coverage, as well as adverse statements or charges by
regulators or other government officials. Press coverage and
other public
form of
wrongdoing (including, in some cases, press coverage and
public statements that do not directly involve us) often
result in some type of investigation by regulators, legislators
and law enforcement officials or in lawsuits.
that assert
statements
regarding
some
the proceeding,
the ultimate outcome of
Responding to these investigations and lawsuits, regardless
of
is time-
consuming and expensive and can divert the time and effort
of our senior management from our business. Penalties and
fines sought by regulatory authorities have increased
substantially over the last several years, and certain
regulators have been more likely in recent years to
commence enforcement actions or to advance or support
legislation targeted at
the financial services industry.
Adverse publicity, governmental scrutiny and legal and
enforcement proceedings can also have a negative impact
on our reputation and on the morale and performance of
our employees, which could adversely affect our businesses
and results of operations.
legal
Substantial
liability or significant regulatory
action against us could have material adverse
financial effects or cause us significant reputational
harm, which in turn could seriously harm our
business prospects.
We face significant legal risks in our businesses, and the
volume of claims and amount of damages and penalties
claimed in litigation and regulatory proceedings against
financial institutions remain high. See Notes 18 and 27 to
the consolidated financial statements in Part II, Item 8 of
this Form 10-K for information about certain legal and
regulatory proceedings and investigations in which we are
involved. Our experience has been that legal claims by
customers and clients increase in a market downturn and
that employment-related claims increase following periods
staff. Additionally,
in which we have reduced our
governmental entities have been and are plaintiffs in certain
of the legal proceedings in which we are involved, and we
may face future actions or claims by the same or other
governmental entities, as well as follow-on civil litigation
that is often commenced after regulatory settlements.
Goldman Sachs 2017 Form 10-K
39
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
large
cases,
affect
in
several
some
settlements
including,
financial
by
Significant
institutions,
us, with
in
governmental entities have been publicly announced. The
trend of large settlements with governmental entities may
the outcomes
adversely
financial
especially where
institutions
similar
governmental officials have announced that
the large
settlements will be used as the basis or a template for other
settlements. The
enforcement
environment makes it difficult to estimate probable losses,
which can lead to substantial disparities between legal
reserves and subsequent actual settlements or penalties.
for other
regulatory
uncertain
actions,
Recently, claims of collusion or anti-competitive conduct
have become more common. Civil cases have been brought
against financial
institutions (including us) alleging bid
rigging, group boycotts or other anti-competitive practices.
Antitrust laws generally provide for joint and several
liability and treble damages. These claims have in the past,
and may in the future, result in significant settlements.
to laws and regulations worldwide,
We are subject
including the U.S. Foreign Corrupt Practices Act and the
U.K. Bribery Act, relating to corrupt and illegal payments
to, and hiring practices with regard to, government officials
and others. Violation of such laws and regulations could
result in significant monetary penalties, severe restrictions
on our activities and damage to our reputation.
Certain law enforcement authorities have recently required
admissions of wrongdoing, and, in some cases, criminal
pleas, as part of the resolutions of matters brought by them
against financial
institutions. Any such resolution of a
matter involving us could lead to increased exposure to civil
litigation, could adversely affect our reputation, could
result in penalties or limitations on our ability to do
business in certain jurisdictions and could have other
negative effects.
In addition, the U.S. Department of Justice has announced a
policy of requiring companies to provide investigators with
all relevant facts relating to the individuals responsible for
in order to qualify for any
the alleged misconduct
cooperation credit in civil and criminal investigations of
corporate wrongdoing, which may result in our incurring
increased fines and penalties if the Department of Justice
that we have not provided sufficient
determines
information about applicable individuals in connection
with an investigation, as well as increased costs in
responding to Department of Justice investigations. It is
possible that other governmental authorities will adopt
similar policies.
40
Goldman Sachs 2017 Form 10-K
The growth of electronic trading and the introduction
of new trading technology may adversely affect our
business and may increase competition.
transactions are
to our business and our
Technology is fundamental
industry. The growth of electronic trading and the
introduction of new technologies is changing our businesses
and presenting us with new challenges. Securities, futures
increasingly occurring
and options
electronically, both on our own systems and through other
alternative trading systems, and it appears that the trend
toward alternative trading systems will continue. Some of
compete with us,
trading systems
these alternative
particularly our exchange-based market-making activities,
and we may experience continued competitive pressures in
these and other areas. In addition, the increased use by our
clients of low-cost electronic trading systems and direct
electronic access to trading markets could cause a reduction
in commissions and spreads. As our clients increasingly use
our systems to trade directly in the markets, we may incur
liabilities as a result of their use of our order routing and
execution infrastructure. We have invested significant
resources into the development of electronic trading
systems and expect to continue to do so, but there is no
assurance that the revenues generated by these systems will
yield an adequate return on our investment, particularly
given the generally lower commissions arising from
electronic trades.
Our commodities activities, particularly our physical
commodities activities, subject us to extensive
regulation and involve certain potential
risks,
including environmental, reputational and other risks
that may expose us to significant liabilities and costs.
As part of our commodities business, we purchase and sell
certain physical commodities, arrange for their storage and
transport, and engage in market making of commodities.
The commodities involved in these activities may include
crude oil, refined oil products, natural gas, liquefied natural
gas, electric power, agricultural products, metals (base and
(including unenriched uranium),
precious), minerals
emission credits, coal, freight and related products and
indices.
In our
investing and lending businesses, we make
investments in and finance entities that engage in the
storage and transportation of numerous
production,
commodities,
commodities
referenced above.
including many of
the
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
These activities subject us and/or the entities in which we
invest to extensive and evolving federal, state and local
energy, environmental, antitrust and other governmental
laws and regulations worldwide, including environmental
laws and regulations relating to, among others, air quality,
water quality, waste management,
transportation of
hazardous substances, natural resources, site remediation
and health and safety. Additionally, rising climate change
concerns may lead to additional regulation that could
increase the operating costs and profitability of our
investments.
There may be substantial costs in complying with current or
future laws and regulations relating to our commodities-
related activities and investments. Compliance with these
laws and regulations could require significant commitments
of capital toward environmental monitoring, renovation of
storage facilities or transport vessels, payment of emission
fees and carbon or other taxes, and application for, and
holding of, permits and licenses.
Commodities involved in our intermediation activities and
investments are also subject to the risk of unforeseen or
catastrophic events, which are likely to be outside of our
control, including those arising from the breakdown or
failure of transport vessels, storage facilities or other
equipment or processes or other mechanical malfunctions,
fires,
leaks, spills or release of hazardous substances,
performance below expected levels of output or efficiency,
terrorist attacks, extreme weather events or other natural
disasters or other hostile or catastrophic events. In addition,
we rely on third-party suppliers or service providers to
perform their contractual obligations and any failure on
their part, including the failure to obtain raw materials at
reasonable prices or
store
commodities, could expose us to costs or losses. Also, while
we seek to insure against potential risks, we may not be able
to obtain insurance to cover some of these risks and the
insurance that we have may be inadequate to cover our
losses.
to safely transport or
The occurrence of any of such events may prevent us from
performing under our agreements with clients, may impair
our operations or financial results and may result in
litigation, regulatory action, negative publicity or other
reputational harm.
We may also be required to divest or discontinue certain of
these activities for regulatory or legal reasons. For example,
the FRB has proposed regulations that could impose
requirements on certain
significant additional capital
commodity-related activities. If that occurs, we may receive
a value that is less than the then carrying value, as we may
be unable to exit these activities in an orderly transaction.
In conducting our businesses around the world, we
are subject to political, economic, legal, operational
and other risks that are inherent in operating in many
countries.
In conducting our businesses and maintaining and
supporting our global operations, we are subject to risks of
possible nationalization, expropriation, price controls,
capital controls, exchange controls and other restrictive
governmental actions, as well as the outbreak of hostilities
or acts of terrorism. For example, sanctions have been
imposed by the U.S. and the E.U. on certain individuals and
companies in Russia. In many countries, the laws and
regulations applicable to the securities and financial
services industries and many of the transactions in which
we are involved are uncertain and evolving, and it may be
difficult for us to determine the exact requirements of local
laws in every market. Any determination by local regulators
that we have not acted in compliance with the application
of local laws in a particular market or our failure to develop
effective working relationships with local regulators could
have a significant and negative effect not only on our
businesses in that market, but also on our reputation
generally. Further, in some jurisdictions a failure to comply
with laws and regulations may subject us and our personnel
not only to civil actions, but also criminal actions. We are
also subject to the enhanced risk that transactions we
structure might not be legally enforceable in all cases.
In March 2017, the U.K. notified the European Council of
its decision to leave the E.U. (Brexit). The exit of the U.K.
from the E.U. will likely change the arrangements by which
U.K. firms are able to provide services into the E.U., which
may materially adversely affect the manner in which we
operate certain of our businesses in Europe and could
require us to restructure certain of our operations. The
outcome of the negotiations between the U.K. and the E.U.
is highly uncertain. Such
in connection with Brexit
uncertainty may result
in market volatility and may
negatively impact the confidence of investors and clients.
Additionally, depending on the outcome, Brexit could have
a disproportionate effect on our operations in the E.U.
compared to some of our competitors who have more
extensive pre-existing operations in the E.U. outside of the
U.K.
Goldman Sachs 2017 Form 10-K
41
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Our businesses and operations are increasingly expanding
throughout the world, including in emerging and growth
markets, and we expect this trend to continue. Various
emerging and growth market countries have experienced
severe economic and financial disruptions,
including
significant devaluations of their currencies, defaults or
threatened defaults on sovereign debt, capital and currency
exchange controls, and low or negative growth rates in
their economies, as well as military activity, civil unrest or
acts of terrorism. The possible effects of any of these
conditions include an adverse impact on our businesses and
increased volatility in financial markets generally.
While business and other practices throughout the world
differ, our principal entities are subject in their operations
worldwide to rules and regulations relating to corrupt and
illegal payments, hiring practices and money laundering, as
well as laws relating to doing business with certain
individuals, groups and countries, such as the U.S. Foreign
Corrupt Practices Act, the USA PATRIOT Act and U.K.
Bribery Act. While we have invested and continue to invest
significant
in training and in compliance
monitoring, the geographical diversity of our operations,
employees, clients and customers, as well as the vendors
and other third parties that we deal with, greatly increases
the risk that we may be found in violation of such rules or
regulations and any such violation could subject us to
significant penalties or adversely affect our reputation.
resources
In addition, there have been a number of highly publicized
cases around the world, involving actual or alleged fraud or
other misconduct by employees in the financial services
industry in recent years, and we run the risk that employee
misconduct could occur. This misconduct has included and
may include in the future the theft of proprietary
information,
is not
always possible to deter or prevent employee misconduct
and the precautions we take to prevent and detect this
activity have not been and may not be effective in all cases.
including proprietary software.
It
We may incur losses as a result of unforeseen or
catastrophic events, including the emergence of a
pandemic, terrorist attacks, extreme weather events
or other natural disasters.
The occurrence of unforeseen or catastrophic events,
including the emergence of a pandemic, such as the Ebola
or Zika viruses, or other widespread health emergency (or
concerns over the possibility of such an emergency),
terrorist attacks, extreme terrestrial or solar weather events
or other natural disasters, could create economic and
financial disruptions, and could lead to operational
difficulties (including travel limitations) that could impair
our ability to manage our businesses.
42
Goldman Sachs 2017 Form 10-K
Item 1B. Unresolved Staff Comments
There are no material unresolved written comments that
were received from the SEC staff 180 days or more before
the end of our fiscal year relating to our periodic or current
reports under the Exchange Act.
Item 2. Properties
Our principal executive offices are located at 200 West
Street, New York, New York and comprise approximately
2.1 million square feet. The building is located on a parcel
leased from Battery Park City Authority pursuant to a
ground lease. Under the lease, Battery Park City Authority
holds title to all
including the office
improvements,
building, subject to Goldman Sachs’ right of exclusive
possession and use until June 2069, the expiration date of
the lease. Under the terms of the ground lease, we made a
lump sum ground rent payment
in June 2007 of
$161 million for rent through the term of the lease.
We have offices at 30 Hudson Street in Jersey City, New
Jersey, which we own and which include approximately
1.6 million square feet of office space.
We have additional offices and commercial space in the
U.S. and elsewhere in the Americas, which together
comprise approximately 2.9 million square feet of leased
and owned space.
In Europe, the Middle East and Africa, we have offices that
total approximately 1.6 million square feet of leased and
owned space. Our European headquarters is located in
London at Peterborough Court, pursuant to a lease that we
can terminate in 2021. In total, we have offices with
approximately 1.2 million square feet in London, relating
to various properties. We are currently constructing a
1.1 million square foot office in London. We expect initial
occupancy during 2019.
In Asia, Australia and New Zealand, we have offices with
approximately 1.9 million square feet. Our headquarters in
this region are in Tokyo, at the Roppongi Hills Mori
Tower, and in Hong Kong, at the Cheung Kong Center. In
Japan, we currently have offices with approximately
219,000 square feet, the majority of which have leases that
will expire in 2023. In Hong Kong, we currently have
offices with approximately 308,000 square feet,
the
majority of which will also expire in 2023.
In the preceding paragraphs, square footage figures are
provided only for properties that are used in the operation
of our businesses.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Our occupancy expenses include costs associated with
office space held in excess of our current requirements. This
excess space, the cost of which is charged to earnings as
incurred, is being held for potential growth or to replace
currently occupied space that we may exit in the future. We
regularly evaluate our space capacity in relation to current
and projected staffing levels. We may incur exit costs in the
future if we (i) reduce our space capacity or (ii) commit to,
or occupy, new properties in locations in which we operate
and dispose of existing space that had been held for
potential growth. These exit costs may be material to our
operating results in a given period.
Item 3. 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. However, we
believe, based on currently available information, that the
results of such proceedings, 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 can be expected to remain high. See
“Management’s Discussion and Analysis of Financial
Condition and Results of Operations — Use of Estimates” in
Part II, Item 7 of this Form 10-K. See Notes 18 and 27 to the
consolidated financial statements in Part II, Item 8 of this
Form 10-K for information about certain judicial, regulatory
and legal proceedings.
Item 4. Mine Safety Disclosures
Not applicable.
Executive Officers of The Goldman
Sachs Group, Inc.
Set forth below are the name, age, present title, principal
occupation and certain biographical
information for our
executive officers. Our executive officers have been appointed
by and serve at the pleasure of our board of directors.
Lloyd C. Blankfein, 63
Mr. Blankfein has been Chairman and Chief Executive
Officer since June 2006, and a director since April 2003.
R. Martin Chavez, 53
Mr. Chavez has been an Executive Vice President and Chief
Financial Officer since May 2017. He had previously served
as Chief Information Officer since 2014. From 2012 to
2014, he was Global co-Chief Operating Officer of the
Equities business.
Richard J. Gnodde, 57
Mr. Gnodde has been a Vice Chairman since January 2017,
and Chief Executive Officer or co-Chief Executive Officer
of Goldman Sachs International since 2006. He previously
served as co-head of the Investment Banking Division from
2011 to May 2017.
Dane E. Holmes, 47
Mr. Holmes has been an Executive Vice President and
Global Head of Human Capital Management
since
January 2018 and Global Head of Pine Street, our
leadership development program, since 2016. He had
previously served as Global Head of Investor Relations
since 2007.
Gregory K. Palm, 69
Mr. Palm has been General Counsel and Head or Co-Head
of the Legal Department since 1992, and an Executive Vice
President and Secretary since 1999.
John F.W. Rogers, 61
Mr. Rogers has been an Executive Vice President since
April 2011 and Chief of Staff and Secretary to the Board of
Directors of Goldman Sachs since December 2001.
Pablo J. Salame, 52
Mr. Salame has been a Vice Chairman since January 2017
and global co-head of the Securities Division since 2008.
Harvey M. Schwartz, 53
Mr. Schwartz has been President and co-Chief Operating
Officer since January 2017. He also served as Chief
Financial Officer from January 2013 through April 2017.
From February 2008 to January 2013, he was global
co-head of the Securities Division.
Karen P. Seymour, 56
Ms. Seymour has been an Executive Vice President, General
Counsel and Secretary, and Co-Head of
the Legal
Department since January 2018. From 2000 through
January 2002 and 2005 through 2017, she was a partner at
Sullivan & Cromwell LLP, a global law firm, including
serving as a member of its management committee from
April 2015 to December 2017 and as the co-managing
partner of its litigation group from December 2012 to
April 2015.
Sarah E. Smith, 58
Ms. Smith has been an Executive Vice President and Global
Head of Compliance since March 2017. She had previously
served as Controller and Chief Accounting Officer since
2002.
David M. Solomon, 56
Mr. Solomon has been President and co-Chief Operating
Officer since January 2017. He had previously served as
Investment Banking Division since
co-head of
July 2006.
the
Goldman Sachs 2017 Form 10-K
43
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 fourth quarter of 2017. Information
relating to compensation plans under which our equity
securities are authorized for issuance is presented in Part III,
Item 12 of this Form 10-K.
Total
Shares
Purchased
3,021,930
3,424,899
128,943
6,575,772
Average
Price Paid
Per Share
$241.88
$240.23
$247.68
October 2017
November 2017
December 2017
Total
Total Shares
Purchased
as Part of
a Publicly
Announced
Program
3,021,930
3,424,899
128,943
6,575,772
Maximum
Shares That
May Yet Be
Purchased
Under the
Program
51,180,272
47,755,373
47,626,430
Since March 2000, our Board has approved a repurchase
program authorizing repurchases of up to 555 million
shares of our common stock. The repurchase program is
effected primarily through regular open-market purchases
(which may include repurchase plans designed to comply
with Rule 10b5-1), the amounts and timing of which are
determined primarily by our current and projected capital
position, but which may also be influenced by general
market conditions and the prevailing price and trading
volumes of our common stock. The repurchase program
has no set expiration or termination date. Prior to
repurchasing common stock, we must receive confirmation
that the FRB does not object to such capital action.
Item 6. Selected Financial Data
The Selected Financial Data table is set forth in Part II,
Item 8 of this Form 10-K.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
PART II
Item 5. Market
Registrant’s
Common Equity, Related Stockholder
Matters and Issuer Purchases of
Equity Securities
for
The principal market on which our common stock is traded
is the NYSE. Information relating to the high and low sales
prices per share of our common stock, as reported by the
Consolidated Tape Association, for each full quarterly
period during 2015, 2016 and 2017 is set
forth in
“Supplemental Financial Information — Common Stock
Price Range” in Part II, Item 8 of this Form 10-K. As of
February 9, 2018, there were 7,652 holders of record of our
common stock.
The table below presents dividends declared by Group Inc.
during 2017 and 2016.
2017
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
2016
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Date of Declaration
Dividend Declared
Per Common Share
January 17, 2017
April 17, 2017
July 17, 2017
October 16, 2017
January 19, 2016
April 18, 2016
July 18, 2016
October 17, 2016
$0.65
$0.75
$0.75
$0.75
$0.65
$0.65
$0.65
$0.65
our
results,
financial
conditions,
The declaration of dividends by Group Inc. is subject to the
discretion of the Board of Directors of Group Inc. (Board).
Our Board will take into account such matters as general
business
capital
requirements, contractual, legal and regulatory restrictions
on the payment of dividends by us to our shareholders or by
our subsidiaries to us, the effect on our debt ratings and
such other factors as our Board may deem relevant. The
holders of our common stock share proportionately on a
per share basis in all dividends and other distributions on
common stock declared by our Board. See “Business —
Regulation” in Part I, Item 1 of this Form 10-K for
information about potential regulatory limitations on our
receipt of funds from our regulated subsidiaries and our
payment of dividends to shareholders of Group Inc. Prior to
the payment of dividends, we must receive confirmation
that the FRB does not object to such payment.
44
Goldman Sachs 2017 Form 10-K
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Item 7. 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 investment
banking, securities and investment management firm that
provides a wide range of financial services to a substantial
and diversified client base that
includes corporations,
and individuals.
institutions,
financial
Founded in 1869, we are headquartered in New York and
maintain offices in all major financial centers around the
world.
governments
When we use the terms “the firm,” “we,” “us” and “our,”
we mean Group Inc. and its consolidated subsidiaries. We
report our activities in four business segments: Investment
Banking, Institutional Client Services, Investing & Lending
and Investment Management. See “Results of Operations”
below for further information about our business segments.
References to “this Form 10-K” are to our Annual Report
on Form 10-K for the year ended December 31, 2017. All
references to “the consolidated financial statements” or
“Supplemental Financial Information” are to Part II, Item 8
of this Form 10-K. All references to 2017, 2016 and 2015
refer to our years ended, or the dates, as the context
requires, December 31, 2017, December 31, 2016 and
December 31, 2015, respectively. 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.
In this discussion and analysis of our financial condition
and results of operations, we have included information
that may 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, but instead represent
only our beliefs regarding future events, many of which, by
their nature, are inherently uncertain and outside our
control.
These statements include statements other than historical
information or statements of current conditions and may
relate to our future plans and objectives and results, among
other things, and may also include statements about the
effect of changes to the capital, leverage, liquidity, long-
term debt and total loss-absorbing capacity rules applicable
to banks and bank holding companies (BHCs), the impact
of the U.S. Dodd-Frank Wall Street Reform and Consumer
Protection Act (Dodd-Frank Act) on our businesses and
operations, and various legal proceedings, governmental
investigations or mortgage-related contingencies as set
forth in Notes 27 and 18, respectively, to the consolidated
financial statements, as well as statements about the results
of our Dodd-Frank Act and firm stress tests, statements
about the objectives and effectiveness of our business
continuity plan,
risk
management and liquidity policies, statements about our
resolution plan and resolution strategy
and their
implications for our debtholders and other stakeholders,
statements about
the design and effectiveness of our
resolution capital and liquidity models and our triggers and
alerts framework, statements about trends in or growth
opportunities for our businesses, statements about our
future status, activities or reporting under U.S. or non-U.S.
banking and financial regulation, statements about our
investment banking transaction backlog, statements about
the estimated effects of the Tax Cuts and Jobs Act (Tax
Legislation),
statements about our average Liquidity
Coverage Ratio (LCR) and statements about our strategic
growth initiatives.
information security program,
By identifying these statements for you in this manner, we
are alerting you to the possibility that our actual results and
financial condition may differ, possibly materially, from the
anticipated results and financial condition indicated in
these forward-looking statements. Important factors that
could cause our actual results and financial condition to
differ from those indicated in these forward-looking
statements include, among others, those described in “Risk
Factors” in Part I, Item 1A of this Form 10-K and
“Cautionary Statement Pursuant
to the U.S. Private
Securities Litigation Reform Act of 1995” in Part I, Item 1
of this Form 10-K.
Goldman Sachs 2017 Form 10-K
45
2016 versus 2015. We generated net earnings of
$7.40 billion and diluted earnings per common share of
$16.29 for 2016, an increase of 22% and 34%,
respectively, compared with $6.08 billion and $12.14 per
share for 2015. Return on average common shareholders’
equity was 9.4% for 2016, compared with 7.4% for 2015.
Book value per common share was $182.47 as of
December
compared with
6.7% higher
December 2015.
2016,
Net revenues were $30.61 billion for 2016, 9% lower than
2015, due to significantly lower net revenues in Investing &
Lending and lower net revenues in Investment Banking,
Institutional Client Services and Investment Management.
These results reflected the impact of a challenging operating
environment during the first half of 2016, particularly
during the first quarter, although the environment
improved during the second half of the year.
primarily
expenses,
Operating expenses were $20.30 billion for 2016, 19%
lower than 2015, primarily due to significantly lower
non-compensation
reflecting
significantly lower net provisions for mortgage-related
litigation and regulatory matters, as 2015 included
provisions related to the settlement agreement with the
Residential Mortgage-Backed Securities Working Group of
the U.S. Financial Fraud Enforcement Task Force (RMBS
Working Group), as well as lower market development
expenses and professional fees, reflecting expense savings
initiatives. Compensation and benefits expenses were also
lower, reflecting a decrease in net revenues and the impact
of expense savings initiatives.
capital
returned $7.20 billion of
to common
We
shareholders during 2016,
including $6.07 billion of
common share repurchases and $1.13 billion in common
stock dividends. Our CET1 ratio as calculated in
accordance with the Standardized approach and the
Basel III Advanced approach, in each case reflecting the
applicable transitional provisions, was 14.5% and 13.1%,
respectively, as of December 2016. See Note 20 to the
consolidated financial statements for further information
about our capital ratios.
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
Executive Overview
2017 versus 2016. We generated net earnings of
$4.29 billion and diluted earnings per common share of
$9.01 for 2017, a decrease of 42% and 45%, respectively,
compared with $7.40 billion and $16.29 per share for
2016. Return on average common shareholders’ equity was
4.9% for 2017, compared with 9.4% for 2016. Book value
per common share was $181.00 as of December 2017,
0.8% lower compared with December 2016.
In the fourth quarter of 2017, we recorded $4.40 billion of
estimated income tax expense related to Tax Legislation.
Excluding this expense, diluted earnings per common share
were $19.76 and return on average common shareholders’
equity was 10.8% for 2017. See “Results of Operations —
Financial Overview” below for further information about
these non-GAAP measures, including the calculation of
diluted earnings per common share and return on average
common shareholders’ equity, excluding the estimated
impact of Tax Legislation. See “Results of Operations —
Provision for Taxes” below for further information about
Tax Legislation.
revenues
Net revenues were $32.07 billion for 2017, 5% higher than
in
to significantly higher net
2016, due
Investing & Lending and higher net revenues in both
Investment Banking and Investment Management. These
increases were partially offset by lower net revenues in
reflecting
Services,
Institutional Client
significantly lower net revenues in Fixed Income, Currency
and Commodities Client Execution
(FICC Client
Execution).
primarily
Operating expenses were $20.94 billion for 2017, 3%
higher than 2016, due to slightly higher non-compensation
expenses and compensation and benefits expenses.
capital
returned $7.90 billion of
to common
We
shareholders during 2017,
including $6.72 billion of
common share repurchases and $1.18 billion in common
stock dividends. Our Common Equity Tier 1 (CET1) ratio
as calculated in accordance with the Standardized approach
and the Basel III Advanced approach, in each case reflecting
the applicable transitional provisions, was 12.1% and
10.9%, respectively, as of December 2017. See Note 20 to
the
further
information about our capital ratios.
consolidated
statements
financial
for
In 2017, we announced strategic growth initiatives with an
emphasis on growing earnings and returns. To accomplish
these initiatives, we will continue to make investments in
our businesses, including in technology and talent, while
exploring new opportunities. We estimate these initiatives
could generate $5 billion of incremental net revenues and
$2.5 billion of incremental pre-tax earnings in 2020.
46
Goldman Sachs 2017 Form 10-K
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
Business Environment
Global
During 2017, real gross domestic product (GDP) growth
appeared to generally increase compared to 2016 in both
advanced and emerging market economies. In advanced
economies, real GDP growth was higher in the U.S., the Euro
area and Japan, but decreased slightly in the U.K. In
emerging markets, real GDP growth increased slightly in
China and appeared to decrease in India. Real GDP appeared
to grow in Russia and Brazil compared with contractions in
2016. Broadly, global macroeconomic data remained strong
throughout 2017, and volatility in equity, fixed income,
currency and commodity markets was low. Major elections
were held in France, the U.K., Germany and China, but none
of these events resulted in significant volatility across
markets. Major central banks continued to gradually tighten
their stance on monetary policy, as the U.S. Federal Reserve
increased its target interest rate three times and began the
process of balance sheet normalization. In investment
banking, industry-wide announced and completed mergers
and acquisitions transactions remained solid during 2017,
although volumes declined compared with 2016. Industry-
wide offerings in equity underwriting increased significantly
compared with 2016, and industry-wide debt underwriting
offerings remained strong, particularly in leveraged finance
activity.
United States
In the U.S., real GDP increased by 2.3% in 2017, compared
with an increase of 1.5% in 2016, as growth in business fixed
investment increased. Measures of consumer confidence were
stronger on average compared with the prior year, and the
unemployment rate declined to 4.1% as of December 2017.
Housing starts, sales and prices increased compared with
2016, while measures of inflation were mixed. The U.S.
Federal Reserve increased its target rate for the federal funds
rate by 25 basis points at each of the March, June and
December meetings to end the year at a target range of 1.25%
to 1.50%. In September, the U.S. Federal Reserve formally
announced the process of balance sheet normalization.
Previously, the U.S. Federal Reserve reinvested all proceeds
from the maturity of bonds on its balance sheet, but since
October 2017, $6 billion of U.S. Treasury securities and
$4 billion of agency debt and mortgage-backed securities
matured each month without reinvestment of the proceeds.
These monthly allowances are expected to rise gradually over
time to peak levels of $30 billion and $20 billion, respectively.
The yield on the 10-year U.S. Treasury note decreased by 5
basis points during 2017 to 2.40%. The price of natural gas
decreased by 21% compared to the end of 2016 to $2.95
per million British thermal units and the price of crude oil
(WTI) increased by 12% to approximately $60 per barrel. In
equity markets, the NASDAQ Composite Index, the Dow
Jones Industrial Average and the S&P 500 Index increased by
28%, 25% and 19%, respectively, during 2017.
Europe
In the Euro area, real GDP increased by 2.5% in 2017,
compared with an increase of 1.7% in 2016. Net exports
improved, while growth in consumer spending and fixed
investment slowed slightly. Measures of inflation remained
subdued, prompting the European Central Bank (ECB) to
announce an extension of its asset purchase program in the
fourth quarter of 2017, although the pace of its monthly
asset purchases decreased from €60 billion to €30 billion
beginning in January 2018. The ECB maintained its main
refinancing operations rate at 0.00% and its deposit rate at
(0.40%). The Euro appreciated by 14% against the U.S.
dollar. Yields on 10-year government bonds in the Euro
area generally increased during the year. In equity markets,
the DAX Index, CAC 40 Index and Euro Stoxx 50 Index
increased by 13%, 9% and 6%, respectively, during 2017.
During 2017, the process of negotiating an arrangement for
the withdrawal of the U.K. from the E.U. began, resulting in
an agreement on certain issues in December as negotiations
shifted to transitional arrangements. In the U.K., real GDP
increased by 1.7% in 2017, compared with an increase of
1.9% in 2016. Inflation increased materially in 2017
prompting the Bank of England to raise the official bank
rate by 25 basis points in November. The British pound
appreciated by 10% against the U.S. dollar during 2017.
Yields on 10-year government bonds in the U.K. decreased
the
slightly during the year and,
FTSE 100 Index increased by 8% during 2017.
in equity markets,
Asia
In Japan, real GDP increased by 1.6% in 2017, compared
with an increase of 0.9% in 2016. The Bank of Japan
maintained its negative interest rate policy and continued to
target a yield on 10-year Japanese government bonds of
approximately 0%. The yield on 10-year
Japanese
government bonds was essentially unchanged, the U.S.
dollar depreciated by 4% against the Japanese yen and the
Nikkei 225 Index increased by 19% in 2017. In China, real
GDP increased by 6.9% in 2017, compared with an
increase of 6.7% in 2016. The People’s Bank of China
slightly tightened its stance on monetary policy in early
2017. Measures of inflation decreased and the U.S. dollar
depreciated by 6% against the Chinese yuan. In equity
markets, the Hang Seng Index and the Shanghai Composite
Index increased by 36% and 7%, respectively, during 2017.
In India, real GDP appeared to increase by 6.2% in 2017,
compared with an increase of 7.9% in 2016, and the rate of
inflation decreased compared with 2016. The U.S. dollar
depreciated by 6% against the Indian rupee and the BSE
Sensex Index increased by 28% during 2017.
Goldman Sachs 2017 Form 10-K
47
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
Other Markets
In Brazil, real GDP appeared to increase by 1.1% in 2017,
compared with a contraction of 3.5% in 2016. The U.S.
dollar appreciated by 2% against the Brazilian real and the
Bovespa Index increased by 27%. In Russia, real GDP
appeared to increase by 1.5% in 2017, compared with a
contraction of 0.2% in 2016. The U.S. dollar depreciated
by 6% against the Russian ruble and the MICEX Index
decreased by 6% during 2017.
Critical Accounting Policies
Fair Value
Fair Value Hierarchy. Financial instruments owned and
financial
instruments sold, but not yet purchased (i.e.,
inventory), as well as certain other financial assets and
liabilities, are included in our consolidated
financial
statements of
fair value (i.e.,
financial condition at
marked-to-market), with related gains or losses generally
recognized in our consolidated statements of earnings. The
use of
instruments is
fundamental to our risk management practices and is our
most critical accounting policy.
fair value to measure financial
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 financial 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 financial 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
financial
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.
48
Goldman Sachs 2017 Form 10-K
to
the
evidence
Instruments classified in level 3 of the fair value hierarchy
are those which require one or more significant inputs that
are not observable. As of December 2017 and
December 2016, level 3 financial assets represented 2.1%
and 2.7%, respectively, of our total assets. See Notes 5
through 8 to the consolidated financial statements for
further information about level 3 financial assets, including
changes in level 3 financial assets and related fair value
contrary,
measurements. Absent
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
including prices
relevant
evidenced by market transactions, interest rates, credit
spreads, volatilities and correlations; and
empirical market data,
‰ Determining
appropriate
adjustments,
including those related to illiquidity or counterparty
credit quality.
valuation
Regardless of
the methodology, valuation inputs and
assumptions are only changed when corroborated by
substantive evidence.
control
infrastructure
instruments. Our
to ensuring that all of our
Instruments.
Controls Over Valuation of Financial
Market makers and investment professionals
in our
revenue-producing units are responsible for pricing our
financial
is
the revenue-producing units and is
independent of
fundamental
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
control and support functions. This independent price
verification is critical
to ensuring that our financial
instruments are properly valued.
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
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
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 control and support
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.
significant
‰ External Price Comparison. Valuations and prices are
compared to pricing data obtained from third parties (e.g.,
brokers or dealers, Markit, Bloomberg, IDC, 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
and
components.
characteristics,
similar
risks
‰ 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, trading 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 Notes 5 through 8 to the consolidated financial
fair value
for
statements
measurements.
information about
further
Review of Net Revenues.
Independent control and
support 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 Management),
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 being put
into use. Models are evaluated and
re-approved 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.
Goodwill and Identifiable Intangible Assets
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.
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, qualitative factors
are assessed to determine whether it is more likely than not
that the estimated fair value of a reporting unit is less than
its estimated carrying value. If the results of the qualitative
assessment are not conclusive, a quantitative goodwill test
is performed by comparing the estimated fair value of each
reporting unit with its estimated carrying value.
indicators,
In the fourth quarter of 2017, we assessed goodwill for
impairment for each of our reporting units by performing a
qualitative assessment. The qualitative assessment required
management to make judgments and to evaluate several
limited to,
factors, which included, but were not
performance
events,
macroeconomic indicators and fair value indicators. Based
on our evaluation of these factors, we determined that it
was more likely than not that the estimated fair value of
each of the reporting units exceeded its respective estimated
carrying value. Therefore, we determined that goodwill for
each reporting unit was not
impaired and that a
quantitative goodwill test was not required.
firm and industry
See Note 13 to the consolidated financial statements for
further information about our goodwill.
Estimating the fair value of our reporting units requires
management to make judgments. Critical inputs to the fair
value estimates include projected earnings and attributed
equity. There is inherent uncertainty in the projected
earnings. The estimated net book 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
“Equity Capital Management and Regulatory Capital” for
further information about our capital requirements.
Goldman Sachs 2017 Form 10-K
49
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
or
additional
If we experience a prolonged or severe period of weakness
in the business environment, financial markets or our
performance,
capital
requirements, our goodwill could be impaired in the future.
In addition, significant changes to other inputs of the
quantitative goodwill test could cause the estimated fair
value of our reporting units to decline, which could result in
an impairment of goodwill in the future.
increases
in
Identifiable Intangible Assets. We amortize our
identifiable intangible assets over their estimated useful
lives generally using the straight-line method. Identifiable
intangible assets are tested for impairment whenever events
or changes in circumstances suggest that an asset’s or asset
group’s carrying value may not be fully recoverable.
A prolonged or severe period of market weakness, or
significant changes in regulation, could adversely impact
our businesses and impair the value of our identifiable
intangible assets. In addition, certain events could indicate a
potential impairment of our identifiable intangible assets,
including weaker business performance resulting in a
decrease in our customer base and decreases in revenues
from customer contracts and relationships. Management
judgment is required to evaluate whether indications of
potential impairment have occurred, and to test intangible
assets for impairment, if required.
An impairment, generally calculated as the difference
between the estimated fair value and the carrying value of
an asset or asset group, is recognized if the total of the
estimated undiscounted cash flows relating to the asset or
asset group is less than the corresponding carrying value.
See Note 13 to the consolidated financial statements for
further information about our identifiable intangible assets.
Recent Accounting Developments
See Note 3 to the consolidated financial statements for
information about Recent Accounting Developments.
50
Goldman Sachs 2017 Form 10-K
Use of Estimates
U.S. GAAP requires management to make certain estimates
and assumptions. In addition to the estimates we make in
connection with fair value measurements and the
accounting for goodwill and identifiable intangible assets,
the use of estimates and assumptions is also important in
determining income tax expense related to Tax Legislation,
provisions for losses that may arise from litigation and
regulatory
governmental
investigations), the allowance for losses on loans receivable
and lending commitments held for
investment, and
provisions for losses that may arise from tax audits.
proceedings
(including
We 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 recorded an estimated
impact of Tax Legislation. We have made assumptions and
judgments regarding interpretations of Tax Legislation. In
addition, 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. See Note 24 to the
consolidated financial statements for further information
about income taxes.
We also estimate and record an allowance for losses related
to our loans receivable and lending commitments held for
investment. Management’s estimate of loan losses entails
judgment about loan collectability at the reporting dates,
and there are uncertainties inherent in those judgments. See
Note 9 to the consolidated financial statements for further
information about
the allowance for losses on loans
receivable and lending commitments held for investment.
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
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 this 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.
Year Ended December
$ in millions, except per share amounts
2017
2016
2015
Net revenues
Pre-tax earnings
Net earnings
Net earnings applicable to common
shareholders
Diluted earnings per common share
Return on average common shareholders’
equity
Net earnings to average total assets
Return on average total shareholders’
equity
Total average shareholders’ equity to
average total assets
Dividend payout ratio
$32,073 $30,608 $33,820
$11,132 $10,304 $ 8,778
$ 4,286 $ 7,398 $ 6,083
$ 3,685 $ 7,087 $ 5,568
9.01 $ 16.29 $ 12.14
$
4.9%
0.5%
9.4% 7.4%
0.8% 0.7%
5.0%
8.5% 7.0%
9.5%
9.8% 9.9%
32.2% 16.0% 21.0%
In the table above:
‰ Dividend payout ratio is calculated by dividing dividends
declared per common share by diluted earnings per
common share.
‰ Net earnings applicable to common shareholders for
2016 included a benefit of $266 million, reflected in
preferred stock dividends, related to the exchange of
APEX for shares of Series E and Series F Preferred Stock.
See Note 19 to the consolidated financial statements for
further information.
‰ Return on average common shareholders’ equity is
calculated by dividing net earnings applicable to common
shareholders by average monthly common shareholders’
equity. Return on average total shareholders’ equity is
calculated by dividing net earnings by average monthly
total shareholders’ equity. The table below presents our
average common and total shareholders’ equity.
Average for the Year Ended December
$ in millions
2017
2016
2015
Total shareholders’ equity
Preferred stock
Common shareholders’ equity
$ 85,959
(11,238)
$ 74,721
$ 86,658
(11,304)
$ 75,354
$ 86,314
(10,585)
$ 75,729
‰ In 2017, we recorded $4.40 billion of estimated income
tax expense related to Tax Legislation. Excluding this
expense, diluted earnings per common share were $19.76
and return on average common shareholders’ equity was
10.8% for 2017. We believe that presenting our results
excluding Tax Legislation is meaningful as excluding this
item increases the comparability of period-to-period
results. See “Results of Operations — Provision for
Taxes” below for
information about Tax
Legislation. Diluted earnings per common share and
equity,
return on average
excluding the estimated impact of Tax Legislation, are
non-GAAP measures and may not be comparable to
similar non-GAAP measures used by other companies.
The tables below present the calculation of net earnings
applicable to common shareholders, diluted earnings per
common share and average common shareholders’
equity,
estimated impact of Tax
Legislation.
common shareholders’
excluding
further
the
in millions, except per share amounts
Net earnings applicable to common shareholders, as reported
Estimated impact of Tax Legislation
Net earnings applicable to common shareholders,
excluding the estimated impact of Tax Legislation
Divided by average diluted common shares
Diluted earnings per common share, excluding the
estimated impact of Tax Legislation
Year Ended
December 2017
$ 3,685
4,400
$ 8,085
409.1
$ 19.76
$ in millions
Common shareholders’ equity, as reported
Estimated impact of Tax Legislation
Common shareholders’ equity, excluding
the estimated impact of Tax Legislation
Average for the
Year Ended December 2017
$74,721
338
$75,059
to Employee
‰ In 2017, as required, we adopted ASU No. 2016-09,
“Compensation — Stock Compensation (Topic 718) —
Improvements
Share-Based Payment
Accounting.” The impact of adoption was a reduction to
our provision for taxes of $719 million for 2017, which
increased diluted earnings per common share by
approximately $1.75 and return on average common
shareholders’ equity by approximately 1.0 percentage
points. See Note 3 to the consolidated financial
statements for further information about this ASU.
‰ In 2015, we recorded provisions of $3.37 billion related
to the settlement agreement with the RMBS Working
Group, which reduced diluted earnings per common
share by $6.53 and return on average common
shareholders’ equity by 3.8 percentage points for 2015.
See Note 27 to the consolidated financial statements in
Part II, Item 8 of our Annual Report on Form 10-K for the
year ended December 31, 2015 for further information.
Goldman Sachs 2017 Form 10-K
51
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
Net Revenues
The table below presents our net revenues by line item in
the consolidated statements of earnings.
$ in millions
2017
2016
2015
Year Ended December
Investment banking
Investment management
Commissions and fees
Market making
Other principal transactions
Total non-interest revenues
Interest income
Interest expense
Net interest income
Total net revenues
$ 7,371
5,803
3,051
7,660
5,256
29,141
13,113
10,181
2,932
$32,073
$ 6,273
5,407
3,208
9,933
3,200
28,021
9,691
7,104
2,587
$30,608
$ 7,027
5,868
3,320
9,523
5,018
30,756
8,452
5,388
3,064
$33,820
In the table above:
‰ Investment banking consists of revenues (excluding net
interest)
from financial advisory and underwriting
assignments, as well as derivative transactions directly
related to these assignments. These activities are included
in our Investment Banking segment.
‰ Investment management consists of revenues (excluding
net interest) from providing investment management
services to a diverse set of clients, as well as wealth
advisory services and certain transaction services to
high-net-worth individuals and families. These activities
are included in our Investment Management segment.
‰ Commissions and fees
revenues
consists of
from
executing and clearing client transactions on major stock,
options and futures exchanges worldwide, as well as
over-the-counter (OTC) transactions. These activities are
included in our
Institutional Client Services and
Investment Management segments.
in interest
‰ Market making consists of revenues (excluding net
interest) from client execution activities related to making
markets
rate products, credit products,
mortgages, currencies, commodities and equity products.
These activities are included in our Institutional Client
Services segment.
‰ Other principal
revenues
(excluding net interest) from our investing activities and
the origination of loans to provide financing to clients. In
addition, other principal transactions includes revenues
related to our consolidated investments. These activities
are included in our Investing & Lending segment.
consists of
transactions
52
Goldman Sachs 2017 Form 10-K
activities,
underwriting
Operating Environment. During 2017, generally higher
asset prices and tighter credit spreads were supportive of
industry-wide
investment
management performance and other principal transactions.
However, low levels of volatility in equity, fixed income,
currency and commodity markets continued to negatively
affect our market-making activities, particularly in fixed
income, currency and commodity products. The price of
natural gas decreased significantly during 2017, while the
price of oil increased compared with the end of 2016.
If the trend of low volatility continues over the long term
and market-making activity levels remain low, or if
investment banking activity levels, asset prices or assets
under supervision decline, net revenues would likely be
negatively impacted. See “Segment Operating Results”
the operating
below for
environment and material trends and uncertainties that
may impact our results of operations.
information about
further
The first half of 2016 included challenging trends in the
operating environment for our business activities including
concerns and uncertainties about global economic growth,
central bank activity and the political uncertainty and
economic implications surrounding the potential exit of the
U.K. from the E.U. During the second half of 2016, the
operating environment improved, as global equity markets
steadily increased and investment grade and high-yield
credit spreads tightened. These trends provided a more
favorable backdrop for our business activities.
2017 versus 2016
Net revenues in the consolidated statements of earnings
were $32.07 billion for 2017, 5% higher than 2016, due to
significantly higher other principal transactions revenues,
and higher
investment
investment banking revenues,
management revenues and net
income. These
increases were partially offset by significantly lower market
making revenues and lower commissions and fees.
interest
in
completed mergers
Non-Interest Revenues. Investment banking revenues in
the consolidated statements of earnings were $7.37 billion
for 2017, 18% higher than 2016. Revenues in financial
advisory were higher compared with 2016, reflecting an
increase
acquisitions
transactions. Revenues in underwriting were significantly
higher compared with 2016, due to significantly higher
revenues in both debt underwriting, primarily reflecting an
increase in industry-wide leveraged finance activity, and
equity underwriting, reflecting an increase in industry-wide
secondary offerings.
and
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
Investment management revenues in the consolidated
statements of earnings were $5.80 billion for 2017, 7%
higher than 2016, due to higher management and other
fees, reflecting higher average assets under supervision, and
higher transaction revenues.
Commissions and fees in the consolidated statements of
earnings were $3.05 billion for 2017, 5% lower than 2016,
reflecting a decline in our listed cash equity volumes in the
U.S. Market volumes in the U.S. also declined.
Market making revenues in the consolidated statements of
earnings were $7.66 billion for 2017, 23% lower than
2016, due to significantly lower revenues in commodities,
currencies, credit products,
interest rate products and
equity derivative products. These results were partially
offset by significantly higher revenues in equity cash
products and significantly improved results in mortgages.
Other principal transactions revenues in the consolidated
statements of earnings were $5.26 billion for 2017, 64%
higher than 2016, primarily reflecting a significant increase
in net gains from private equities, which were positively
impacted by company-specific events and corporate
performance. In addition, net gains from public equities
were significantly higher, as global equity prices increased
during the year.
interest
Interest
Income. Net
Net
income in the
consolidated statements of earnings was $2.93 billion for
2017, 13% higher than 2016, reflecting an increase in
interest income primarily due to the impact of higher
interest rates on collateralized agreements, higher interest
income from loans receivable due to higher yields and an
increase in total average loans receivable, an increase in
total average financial instruments owned, and the impact
of higher interest rates on other interest-earning assets and
deposits with banks. The increase in interest income was
partially offset by higher interest expense primarily due to
the impact of higher interest rates on other interest-bearing
liabilities,
long-term
borrowings, and the impact of higher interest rates on
short-term borrowings and
interest-bearing deposits,
collateralized financings. See “Statistical Disclosures —
Distribution of Assets, Liabilities and Shareholders’
Equity” for further information about our sources of net
interest income.
an increase
in total
average
a
the
impact of
2016 versus 2015
Net revenues in the consolidated statements of earnings
were $30.61 billion for 2016, 9% lower than 2015,
challenging operating
reflecting
environment during the first half of 2016, particularly
during the first quarter, although the environment
improved during the second half of the year. The decrease
in net revenues was primarily due to significantly lower
other principal transactions revenues and lower investment
banking revenues, net interest income and investment
management revenues. In addition, commissions and fees
were slightly lower. These results were partially offset by
slightly higher market making revenues.
Non-Interest Revenues. Investment banking revenues in
the consolidated statements of earnings were $6.27 billion
for 2016, 11% lower compared with a strong 2015.
Revenues in financial advisory were lower compared with a
reflecting a decrease in industry-wide
strong 2015,
transactions. Revenues
lower
compared with a strong 2015, due to significantly lower
revenues in equity underwriting, reflecting a decrease in
industry-wide volumes. Revenues in debt underwriting
were significantly higher, reflecting significantly higher
revenues from asset-backed activity and higher revenues
from leveraged finance activity.
in underwriting were
Investment management revenues in the consolidated
statements of earnings were $5.41 billion for 2016, 8%
lower than 2015, primarily reflecting significantly lower
incentive fees compared with a strong 2015. In addition,
management and other fees were slightly lower, reflecting
shifts in the mix of client assets and strategies, partially
offset by the impact of higher average assets under
supervision.
Commissions and fees in the consolidated statements of
earnings were $3.21 billion for 2016, 3% lower than 2015,
reflecting lower listed cash equity volumes in Asia and
Europe, consistent with market volumes in these regions.
Market making revenues in the consolidated statements of
earnings were $9.93 billion for 2016, 4% higher than 2015,
due to significantly higher revenues in interest rate products
and credit products. These results were partially offset by
significantly lower revenues in equity cash products and
lower revenues in currencies, mortgages, equity derivative
products and commodities.
Goldman Sachs 2017 Form 10-K
53
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
by
and
events
company-specific
Other principal transactions revenues in the consolidated
statements of earnings were $3.20 billion for 2016, 36%
lower than 2015, primarily due to significantly lower
revenues from investments in equities, primarily reflecting a
significant decrease in net gains from private equities,
driven
corporate
performance. In addition, revenues in debt securities and
loans were significantly lower compared with 2015,
reflecting
to
lower
relationship lending activities, due to the impact of changes
in credit spreads on economic hedges. Losses related to
these hedges were $596 million in 2016, compared with
gains of $329 million in 2015. This decrease was partially
offset by higher net gains from investments in debt
instruments. See Note 9 to the consolidated financial
statements for further information about economic hedges
related to our relationship lending activities.
significantly
revenues
related
interest
Interest
Income. Net
Net
income in the
consolidated statements of earnings was $2.59 billion for
2016, 16% lower than 2015, reflecting an increase in
interest expense primarily due to the impact of higher
interest rates on other interest-bearing liabilities, interest-
bearing deposits and collateralized financings, and
increases in total average long-term borrowings and total
average interest-bearing deposits. The increase in interest
expense was partially offset by higher interest income
related to collateralized agreements, reflecting the impact of
higher interest rates, and loans receivable, reflecting an
increase in total average balances and the impact of higher
interest rates. See “Statistical Disclosures — Distribution of
Assets, Liabilities and Shareholders’ Equity” for further
information about our sources of net interest income.
Operating Expenses
Our operating expenses are primarily influenced by
compensation, headcount and levels of business activity.
Compensation and benefits includes salaries, 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, overall financial performance, prevailing
labor markets, business mix, the structure of our share-
based
external
programs
environment. In addition, see “Use of Estimates” for
further information about expenses that may arise from
litigation and regulatory proceedings.
compensation
and
the
The table below presents our operating expenses and total
staff (including employees, consultants and temporary staff).
$ in millions
2017
2016
2015
Compensation and benefits
$11,853
$11,647
$12,678
Year Ended December
Brokerage, clearing, exchange
and distribution fees
Market development
Communications and technology
Depreciation and amortization
Occupancy
Professional fees
Other expenses
Total non-compensation expenses
Total operating expenses
2,540
588
897
1,152
733
965
2,213
9,088
$20,941
2,555
457
809
998
788
882
2,168
8,657
$20,304
2,576
557
806
991
772
963
5,699
12,364
$25,042
Total staff at period-end
36,600
34,400
36,800
In the table above, other expenses for 2015 included
$3.37 billion recorded for the settlement agreement with
the RMBS Working Group. See Note 27 to the consolidated
financial statements in Part II, Item 8 of our Annual Report
on Form 10-K for the year ended December 31, 2015 for
further information.
2017 versus 2016. Operating expenses in the consolidated
statements of earnings were $20.94 billion for 2017, 3%
higher than 2016. Compensation and benefits expenses in
the consolidated statements of earnings were $11.85 billion
for 2017, 2% higher than 2016. The ratio of compensation
and benefits to net revenues for 2017 was 37.0% compared
with 38.1% for 2016.
Non-compensation expenses in the consolidated statements
of earnings were $9.09 billion for 2017, 5% higher than
2016, primarily driven by our investments to fund growth.
The increase compared with 2016 reflected higher expenses
related to consolidated investments and our digital lending
and deposit platform, Marcus: by Goldman Sachs
(Marcus). These increases were primarily included in
depreciation
expenses, market
amortization
development expenses and other expenses. In addition,
technology expenses increased, reflecting higher expenses
related to cloud-based services and software depreciation,
and professional
increased, primarily related to
consulting costs. These increases were partially offset by
lower net provisions
litigation and regulatory
proceedings, and lower occupancy expenses (primarily
related to exit costs in 2016).
and
fees
for
In the context of
the challenging environment, we
completed an initiative during 2016 that identified areas
where we can operate more efficiently, resulting in a
reduction of approximately $900 million in annual run rate
compensation. For 2016, net savings from this initiative,
after severance and other related costs, were approximately
$500 million.
54
Goldman Sachs 2017 Form 10-K
Net provisions for litigation and regulatory proceedings for
2017 were $188 million compared with $396 million for
2016. 2017 included a $127 million charitable contribution
to Goldman Sachs Gives, our donor-advised fund.
Compensation was
reduced to fund this charitable
contribution to Goldman Sachs Gives. We ask our
make
participating
recommendations regarding potential charitable recipients
for this contribution.
managing
directors
to
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
As of December 2017, total staff increased 6% compared
with December 2016, reflecting investments in technology
and Marcus, and support of our regulatory efforts.
2016 versus 2015. Operating expenses in the consolidated
statements of earnings were $20.30 billion for 2016, 19%
lower than 2015. Compensation and benefits expenses in
the consolidated statements of earnings were $11.65 billion
for 2016, 8% lower than 2015, reflecting a decrease in net
revenues and the impact of expense savings initiatives. The
ratio of compensation and benefits to net revenues for 2016
was 38.1% compared with 37.5% for 2015.
Non-compensation expenses in the consolidated statements
of earnings were $8.66 billion for 2016, 30% lower than
2015, primarily due to significantly lower net provisions for
mortgage-related litigation and regulatory matters, which
are included in other expenses.
In addition, market
development expenses and professional fees were lower
compared with 2015, reflecting expense savings initiatives.
Net provisions for litigation and regulatory proceedings for
2016 were $396 million compared with $4.01 billion for
2015 (2015 primarily related to net provisions
for
mortgage-related matters). 2016 included a $114 million
charitable
Sachs Gives.
reduced to fund this charitable
Compensation was
contribution to Goldman Sachs Gives. We ask our
participating
make
recommendations regarding potential charitable recipients
for this contribution.
to Goldman
contribution
managing
directors
to
As of December 2016, total staff decreased 7% compared
with December 2015, due to expense savings initiatives.
Provision for Taxes
The effective income tax rate for 2017 was 61.5%, up from
28.2% for 2016. The increase compared with 2016
reflected the estimated impact of Tax Legislation, which
was enacted on December 22, 2017 and, among other
things,
lowers U.S. corporate income tax rates as of
January 1, 2018, implements a territorial tax system and
imposes a repatriation tax on deemed repatriated earnings
foreign subsidiaries. The estimated impact of Tax
of
Legislation was an increase in income tax expense of
$4.40 billion, of which $3.32 billion was due to the
repatriation tax and $1.08 billion was due to the effects of
the implementation of the territorial tax system and the
remeasurement of U.S. deferred tax assets at lower enacted
corporate tax rates.
The impact of Tax Legislation may differ from this
estimate, possibly materially, due to, among other things,
(i) refinement of our calculations based on updated
(ii)
information,
and
assumptions,
(iii) guidance that may be issued and
(iv) actions we may take as a result of Tax Legislation.
interpretations
changes
in
Excluding the estimated impact of Tax Legislation, the
effective income tax rate for 2017 was 22.0%, down from
28.2% for 2016. This decrease was primarily due to tax
benefits on the settlement of employee share-based awards
in accordance with ASU No. 2016-09. The impact of these
settlements in 2017 was a reduction to our provision for
taxes of $719 million and a reduction in our effective
income tax rate of 6.4 percentage points. See Note 3 to the
consolidated financial statements for further information
about this ASU.
The effective income tax rate, excluding the estimated
impact of Tax Legislation, is a non-GAAP measure and
may not be comparable to similar non-GAAP measures
used by other companies. We believe that presenting our
effective income tax rate, excluding the estimated impact of
Tax Legislation is meaningful, as excluding this item
increases the comparability of period-to-period results.
The table below presents the calculation of the effective
income tax rate, excluding the estimated impact of Tax
Legislation.
$ in millions
Year Ended December 2017
Pre-tax
earnings
Provision
for taxes
Effective income
tax rate
As reported
Estimated impact of Tax Legislation
Excluding the estimated impact of
$11,132
–
$6,846
4,400
Tax Legislation
$11,132
$2,446
61.5%
–
22.0%
The effective income tax rate for 2016 was 28.2%, down
from 30.7% for 2015. The decline compared with 2015
was primarily due to the impact of non-deductible
provisions for mortgage-related litigation and regulatory
matters in 2015, partially offset by the impact of changes in
tax law on deferred tax assets, the mix of earnings and an
increase related to higher enacted tax rates impacting
certain of our U.K. subsidiaries in 2016.
Effective January 1, 2018, Tax Legislation reduced the U.S.
corporate tax rate to 21 percent, eliminated tax deductions
for certain expenses and enacted two new taxes, Base
Erosion and Anti-Abuse Tax (BEAT) and Global Intangible
Low Taxed Income (GILTI). BEAT is an alternative
minimum tax that applies to banks that pay more than
2 percent of total deductible expenses to certain foreign
subsidiaries. GILTI is a 10.5 percent tax, before allowable
credits for foreign taxes paid, on the annual earnings and
profits of certain foreign subsidiaries. Based on our current
understanding of these rules, the impact of BEAT and
GILTI is not expected to be material to our effective income
tax rate.
Goldman Sachs 2017 Form 10-K
55
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
Segment Operating Results
The table below presents the net revenues, operating
expenses and pre-tax earnings of our segments.
$ in millions
Investment Banking
Net revenues
Operating expenses
Pre-tax earnings
Institutional Client Services
Net revenues
Operating expenses
Pre-tax earnings
Investing & Lending
Net revenues
Operating expenses
Pre-tax earnings
Investment Management
Net revenues
Operating expenses
Pre-tax earnings
Total net revenues
Total operating expenses
Total pre-tax earnings
Year Ended December
2017
2016
2015
$ 7,371
3,526
$ 3,845
$ 6,273
3,437
$ 2,836
$ 7,027
3,713
$ 3,314
$11,902
9,692
$ 2,210
$14,467
9,713
$ 4,754
$15,151
13,938
$ 1,213
$ 6,581
2,796
$ 3,785
$ 4,080
2,386
$ 1,694
$ 5,436
2,402
$ 3,034
$ 6,219
4,800
$ 1,419
$32,073
20,941
$11,132
$ 5,788
4,654
$ 1,134
$30,608
20,304
$10,304
$ 6,206
4,841
$ 1,365
$33,820
25,042
$ 8,778
In the table above:
‰ Operating expenses included $3.37 billion recorded in
Institutional Client Services in 2015 related to the
settlement agreement with the RMBS Working Group.
See Note 27 to the consolidated financial statements in
Part II, Item 8 of our Annual Report on Form 10-K for the
year ended December 31, 2015 for further information.
‰ All operating expenses have been allocated to our
segments
contributions of
$127 million for 2017, $114 million for 2016 and
$148 million for 2015.
charitable
except
for
Our cost drivers
taken as a whole, compensation,
headcount and levels of business activity, are broadly
similar in each of our business segments. 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.
Investment Banking
Our Investment Banking segment consists of:
Includes
Financial Advisory.
advisory
assignments with respect to mergers and acquisitions,
divestitures, corporate defense activities, restructurings,
spin-offs, risk management and derivative transactions
directly related to these client advisory assignments.
strategic
Underwriting.
Includes public offerings and private
placements, including local and cross-border transactions
and acquisition financing, of a wide range of securities and
other financial instruments, including loans, and derivative
transactions directly related to these client underwriting
activities.
The table below presents the operating results of our
Investment Banking segment.
$ in millions
Financial Advisory
Equity underwriting
Debt underwriting
Total Underwriting
Total net revenues
Operating expenses
Pre-tax earnings
Year Ended December
2017
2016
2015
$3,188
$2,932
$3,470
1,243
2,940
4,183
7,371
3,526
$3,845
891
2,450
3,341
6,273
3,437
$2,836
1,546
2,011
3,557
7,027
3,713
$3,314
Net revenues in our segments include allocations of interest
income and interest
securities,
expense
commodities and other positions in relation to the cash
generated by, or funding requirements of, such underlying
positions. See Note 25 to the consolidated financial
statements for further information about our business
segments.
to specific
The table below presents our financial advisory and
underwriting transaction volumes.
$ in billions
Year Ended December
2017
2016
2015
Announced mergers and acquisitions
Completed mergers and acquisitions
Equity and equity-related offerings
Debt offerings
$1,016
$ 933
68
$
$ 279
$ 969
$1,215
49
$
$ 266
$1,530
$1,241
73
$
$ 244
56
Goldman Sachs 2017 Form 10-K
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
In the table above:
‰ Volumes are per Dealogic. Prior periods have been
conformed to reflect volumes 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 offerings 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. Includes publicly registered and
Rule 144A issues. Excludes leveraged loans.
Operating Environment. During 2017,
industry-wide
announced and completed mergers and acquisitions
transactions remained solid, increasing slightly compared
with 2016, although volumes declined compared with the
prior year.
In underwriting, generally higher equity prices and tighter
credit spreads during 2017 continued to contribute to a
relatively favorable financing environment. Industry-wide
debt underwriting offerings remained strong, particularly in
equity
leveraged
underwriting offerings increased significantly during 2017
compared with the weak backdrop for new issuances
during 2016.
Industry-wide
activity.
finance
In the future, if industry-wide mergers and acquisitions
transactions decline or volumes continue to decline, or if
industry-wide activity levels in debt underwriting or equity
underwriting decline, net revenues in Investment Banking
would likely be negatively impacted.
acquisitions
During 2016,
Investment Banking operated in an
environment characterized by robust industry-wide mergers
equity
and
underwriting volumes decreased significantly compared
with strong levels in 2015, while industry-wide debt
underwriting volumes increased compared with 2015.
Industry-wide
activity.
2017 versus 2016. Net revenues in Investment Banking
were $7.37 billion for 2017, 18% higher than 2016.
Net revenues in Financial Advisory were $3.19 billion, 9%
higher than 2016, reflecting an increase in completed
mergers and acquisitions transactions. Net revenues in
Underwriting were $4.18 billion, 25% higher than 2016,
due to significantly higher net revenues in both debt
underwriting, primarily reflecting an increase in industry-
wide leveraged finance activity, and equity underwriting,
reflecting an increase in industry-wide secondary offerings.
Operating expenses were $3.53 billion for 2017, 3% higher
than 2016, due to increased compensation and benefits
expenses, reflecting higher net revenues. Pre-tax earnings
were $3.85 billion in 2017, 36% higher than 2016.
As of December 2017, our investment banking transaction
backlog increased compared with the end of 2016, due to
significantly higher estimated net revenues from potential
debt underwriting transactions and significantly higher
estimated net revenues from potential equity underwriting
transactions, primarily in initial public offerings. These
increases were partially offset by lower estimated net
revenues from potential advisory transactions, principally
related to mergers and acquisitions.
Our investment banking transaction backlog represents an
estimate of our future net revenues from investment
banking transactions where we believe that future revenue
realization is more likely than not. We believe changes in
our investment banking transaction 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 and others may enter and
leave within the same reporting period. In addition, our
transaction 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.
2016 versus 2015. Net revenues in Investment Banking
were $6.27 billion for 2016, 11% lower compared with a
strong 2015.
Net revenues in Financial Advisory were $2.93 billion,
16% lower compared with a strong 2015, reflecting a
decrease in industry-wide transactions. Net revenues in
Underwriting were $3.34 billion, 6% lower compared with
a strong 2015, due to significantly lower net revenues in
equity underwriting, reflecting a decrease in industry-wide
volumes. Net
in debt underwriting were
significantly higher, reflecting significantly higher net
revenues from asset-backed activity and higher net revenues
from leveraged finance activity.
revenues
Goldman Sachs 2017 Form 10-K
57
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
Operating expenses were $3.44 billion for 2016, 7% lower
than 2015, due to decreased compensation and benefits
expenses, reflecting lower net revenues. Pre-tax earnings
were $2.84 billion in 2016, 14% lower than 2015.
from potential
As of December 2016, our investment banking transaction
backlog was lower compared with a strong level of backlog
at the end of 2015, primarily due to lower estimated net
and
revenues
significantly lower estimated net revenues from potential
debt underwriting transactions, principally reflecting
decreases
in mergers and acquisitions activity and
acquisition-related financing, respectively. Estimated net
revenues from potential equity underwriting transactions
were slightly lower compared with the end of 2015.
transactions
advisory
Institutional Client Services
Our Institutional Client Services segment consists of:
rate products,
Fixed Income, Currency and Commodities Client
Execution. Includes client execution activities related to
making markets in both cash and derivative instruments for
interest
credit products, mortgages,
currencies and commodities.
‰ Interest Rate Products. Government bonds (including
across maturities, other
inflation-linked securities)
government-backed securities, repurchase agreements,
and interest rate swaps, options and other derivatives.
‰ Credit Products. Investment-grade corporate securities,
high-yield securities, credit derivatives, exchange-traded
funds, bank and bridge loans, municipal securities,
emerging market and distressed debt, and trade claims.
‰ Mortgages. Commercial mortgage-related securities,
residential mortgage-related
loans and derivatives,
(including U.S.
derivatives
securities,
and
government
collateralized mortgage
agency-issued
obligations and other securities and loans), and other
asset-backed securities, loans and derivatives.
loans
‰ Currencies. Currency options, spot/forwards and other
derivatives on G-10 currencies and emerging-market
products.
Equities. Includes client execution activities related to
making markets in equity products and commissions and
fees
from executing and clearing institutional client
transactions on major stock, options and futures exchanges
worldwide, as well as OTC transactions. Equities also
includes our securities services business, which provides
financing, securities lending and other prime brokerage
including hedge funds,
services to institutional clients,
mutual
funds, pension funds and foundations, and
generates revenues primarily in the form of interest rate
spreads or fees.
institutions,
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
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 inventory, typically for a
short period of time, in response to, or in anticipation of,
client demand. We also hold inventory to actively manage
our risk exposures that arise from these market-making
activities. Our market-making inventory is recorded in
financial instruments owned (long positions) or financial
instruments sold, but not yet purchased (short positions) in
our consolidated statements of financial condition.
results are
Our
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.
‰ Commodities. Commodity derivatives and, to a lesser
extent, physical commodities, involving crude oil and
petroleum products, natural gas, base, precious and other
metals,
other
electricity,
commodity products.
agricultural
coal,
and
affecting
The amount and composition of our net revenues vary over
time as these drivers are impacted by multiple interrelated
factors
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.
and market
economic
58
Goldman Sachs 2017 Form 10-K
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
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) wider
credit spreads on our inventory positions.
The table below presents the operating results of our
Institutional Client Services segment.
Year Ended December
$ in millions
2017
2016
2015
FICC Client Execution
$ 5,299
$ 7,556
$ 7,322
Equities client execution
Commissions and fees
Securities services
Total Equities
Total net revenues
Operating expenses
Pre-tax earnings
2,046
2,920
1,637
6,603
11,902
9,692
$ 2,210
2,194
3,078
1,639
6,911
14,467
9,713
$ 4,754
3,028
3,156
1,645
7,829
15,151
13,938
$ 1,213
The table below presents net revenues of our Institutional
Client Services segment by line item in the consolidated
statements of earnings. See “Net Revenues” above for
information about market making revenues,
further
commissions and fees, and net interest income.
$ in millions
Year Ended December 2017
Market making
Commissions and fees
Net interest income
Total net revenues
Year Ended December 2016
Market making
Commissions and fees
Net interest income
Total net revenues
Year Ended December 2015
Market making
Commissions and fees
Net interest income
Total net revenues
FICC Client
Execution
Total
Equities
Institutional
Client
Services
$ 4,403
–
896
$ 5,299
$ 3,257
2,920
426
$ 6,603
$ 6,803
–
753
$ 7,556
$ 3,130
3,078
703
$ 6,911
$ 5,893
–
1,429
$ 7,322
$ 3,630
3,156
1,043
$ 7,829
$ 7,660
2,920
1,322
$11,902
$ 9,933
3,078
1,456
$14,467
$ 9,523
3,156
2,472
$15,151
In the table above:
‰ The difference between commissions and fees and those
in the consolidated statements of earnings represents
Investment
commissions and fees
Management segment.
included in our
‰ See Note 25 to the consolidated financial statements for
net interest income by business segment.
‰ The primary driver of net revenues for FICC Client
Execution, for the periods in the table above, was client
activity.
Operating Environment. Low volatility levels in equity,
fixed income, currency and commodity markets were a
consistent theme during 2017,
impacting the operating
environment for Institutional Client Services throughout
the year. During 2017, average VIX declined to 11.10
compared with 15.84 in 2016, U.S. and European interest
rates experienced historically low volatility levels, and
volatility in G-10 currencies were near 10-year lows. This
continued to negatively affect client activity across
businesses, particularly in FICC Client Execution for 2017.
Although market-making conditions remained challenging,
including the price of natural gas decreasing by 21%
compared to the end of 2016 to $2.95 per million British
thermal units, there were some positives in the financial
markets. Global equity markets continued to increase, with
the MSCI World Index up 22% during 2017, and credit
spreads continued to generally tighten in 2017. In addition,
the price of oil increased by 12% compared to the end of
2016 to approximately $60 per barrel (WTI).
If the trend of low volatility continues over the long term
and activity levels remain low, net revenues in Institutional
Client Services would likely continue to be negatively
impacted. See “Business Environment” above for further
information about economic and market conditions in the
global operating environment during the year.
about
concerns
and uncertainties
The first half of 2016 included challenging trends in the
operating environment for Institutional Client Services
global
including
economic growth, central bank activity and the political
uncertainty and economic implications surrounding the
potential exit of the U.K. from the E.U. During the second
half of 2016, the operating environment improved, as
global equity markets steadily increased and investment
grade and high-yield credit spreads tightened. These trends
drove improved client
sentiment and market-making
conditions during the second half of 2016.
Goldman Sachs 2017 Form 10-K
59
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
2017 versus 2016. Net revenues in Institutional Client
Services were $11.90 billion for 2017, 18% lower than
2016.
Net revenues in FICC Client Execution were $5.30 billion
for 2017, 30% lower than 2016, reflecting significantly
lower client activity. Approximately one-third of
the
decline in FICC Client Execution net revenues was due to
significantly lower results in commodities.
The following provides details of our FICC Client
Execution net revenues by business, compared with 2016
results:
‰ Net revenues in commodities were significantly lower,
reflecting the impact of challenging market-making
conditions on our inventory.
‰ Net revenues in interest rate products were significantly
lower, reflecting lower client activity.
‰ Net revenues in currencies were significantly lower,
reflecting lower client activity and the impact of
challenging market-making conditions on our inventory.
‰ Net revenues in credit products were significantly lower,
reflecting lower client activity.
‰ Net revenues in mortgages were significantly higher,
reflecting the
favorable market-making
conditions on our inventory, including generally tighter
spreads, compared with a challenging 2016.
impact of
Net revenues in Equities were $6.60 billion, 4% lower than
2016, primarily due to lower commissions and fees,
reflecting a decline in our listed cash equity volumes in the
U.S. Market volumes in the U.S. also declined. In addition,
net revenues in equities client execution were lower,
reflecting lower net revenues in derivatives, partially offset
by higher net revenues in cash products. Net revenues in
securities services were essentially unchanged.
Operating expenses were $9.69 billion for 2017, essentially
unchanged compared with 2016, due to decreased
compensation and benefits expenses, reflecting lower net
revenues, largely offset by increased technology expenses,
reflecting higher expenses related to cloud-based services
and software depreciation, and increased consulting costs.
Pre-tax earnings were $2.21 billion in 2017, 54% lower
than 2016.
2016 versus 2015. Net revenues in Institutional Client
Services were $14.47 billion for 2016, 5% lower than
2015.
Net revenues in FICC Client Execution were $7.56 billion
for 2016, 3% higher than 2015. This increase was
primarily driven by the impact of changes in market-
making conditions on our inventory.
60
Goldman Sachs 2017 Form 10-K
The following provides details of our FICC Client
Execution net revenues by business, compared with 2015
results:
‰ Net revenues in credit products were significantly higher,
reflecting improved market-making conditions, including
generally tighter spreads, and higher client activity levels
compared with low activity in 2015.
‰ Net revenues in interest rate products were higher,
reflecting higher client activity levels.
‰ Net revenues in mortgages were significantly lower,
favorable market-making conditions,
reflecting less
including generally wider spreads.
‰ Net revenues in currencies were lower, reflecting less
favorable market-making conditions in emerging markets
products compared with 2015, which included a strong
first quarter of 2015.
‰ Net revenues in commodities were lower, reflecting
significantly lower client activity.
Net revenues in Equities were $6.91 billion, 12% lower
than 2015, primarily due to significantly lower net revenues
in equities client execution, reflecting significantly lower net
revenues in cash products, primarily in Asia, as well as
lower net revenues in derivatives. Commissions and fees
were slightly lower, reflecting lower listed cash equity
volumes in Asia and Europe, consistent with market
volumes in these regions, and net revenues in securities
services were essentially unchanged compared with 2015.
We elect
the fair value option for certain unsecured
borrowings. For 2015, the fair value net gain attributable to
the impact of changes in our credit spreads on these
borrowings was $255 million ($214 million and
$41 million related to FICC Client Execution and equities
client execution, respectively). For 2016, we adopted the
requirement in ASU No. 2016-01 to present separately such
gains and losses in other comprehensive income. The
amount included in accumulated other comprehensive loss
for 2016 was a loss of $844 million ($544 million, net of
tax). See Note 3 to the consolidated financial statements for
further information about ASU No. 2016-01.
Operating expenses were $9.71 billion for 2016, 30%
lower than 2015, primarily due to significantly lower net
provisions for mortgage-related litigation and regulatory
matters,
and decreased compensation and benefits
expenses, reflecting lower net revenues. Pre-tax earnings
were $4.75 billion in 2016 compared with $1.21 billion in
2015.
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
Investing & Lending
Investing & Lending includes our investing activities and
the origination of loans, including our relationship lending
activities, to provide financing to clients. These investments
and loans are typically longer-term in nature. We make
investments, some of which are consolidated, including
through our merchant banking business and our special
situations group, in debt securities and loans, public and
private equity securities,
infrastructure and real estate
entities. Some of these investments are made indirectly
through funds that we manage. We also make unsecured
and secured loans to retail clients through our digital
platforms, Marcus and Goldman Sachs Private Bank Select
(GS Select), respectively.
The table below presents the operating results of our
Investing & Lending segment.
$ in millions
Equity securities
Debt securities and loans
Total net revenues
Operating expenses
Pre-tax earnings
Year Ended December
2017
2016
2015
$4,578
2,003
6,581
2,796
$3,785
$2,573
1,507
4,080
2,386
$1,694
$3,781
1,655
5,436
2,402
$3,034
Operating Environment. During 2017, generally higher
global equity prices and tighter credit spreads contributed
to a favorable environment
for our equity and debt
investments. Results also reflected net gains from company-
specific events, including sales, and corporate performance.
This environment contrasts with 2016, where, in the first
quarter of 2016, market conditions were difficult and
corporate performance, particularly in the energy sector,
challenging macroeconomic
was
environment. However, market
improved
during the rest of 2016 as macroeconomic concerns
moderated. If macroeconomic concerns negatively affect
company-specific events or corporate performance, or if
global equity markets decline or credit spreads widen, net
revenues in Investing & Lending would likely be negatively
impacted.
conditions
impacted
by
a
2017 versus 2016. Net revenues in Investing & Lending
were $6.58 billion for 2017, 61% higher than 2016. Net
revenues in equity securities were $4.58 billion, including
$3.82 billion of net gains from private equities and
$762 million in net gains from public equities. Net revenues
in equity securities were 78% higher than 2016, primarily
reflecting a significant increase in net gains from private
equities, which were positively impacted by company-
specific events and corporate performance. In addition, net
gains from public equities were significantly higher, as
global equity prices increased during the year. Of the
in equity securities,
$4.58 billion of net
revenues
approximately 60% was driven by net gains
from
company-specific events, such as sales, and public equities.
and loans were
Net
$2.00 billion, 33% higher
reflecting
significantly higher net interest income (2017 included
approximately $1.80 billion of net interest income). Net
revenues in debt securities and loans for 2017 also included
an impairment of approximately $130 million on a secured
loan.
than 2016,
securities
in debt
revenues
Operating expenses were $2.80 billion for 2017, 17%
higher than 2016, due to increased compensation and
benefits expenses, reflecting higher net revenues, increased
expenses related to consolidated investments, and increased
expenses
related to Marcus. Pre-tax earnings were
$3.79 billion in 2017 compared with $1.69 billion in 2016.
2016 versus 2015. Net revenues in Investing & Lending
were $4.08 billion for 2016, 25% lower than 2015. Net
revenues in equity securities were $2.57 billion, including
$2.17 billion of net gains from private equities and
$402 million in net gains from public equities. Net revenues
in equity securities were 32% lower than 2015, primarily
reflecting a significant decrease in net gains from private
equities, driven by company-specific events and corporate
performance. Net revenues in debt securities and loans were
$1.51 billion, 9% lower than 2015, reflecting significantly
lower net revenues related to relationship lending activities,
due to the impact of changes in credit spreads on economic
hedges. Losses related to these hedges were $596 million in
2016, compared with gains of $329 million in 2015. This
decrease was partially offset by higher net gains from
investments in debt instruments and higher net interest
income. See Note 9 to the consolidated financial statements
for further information about economic hedges related to
our relationship lending activities.
Operating expenses were $2.39 billion for 2016, essentially
unchanged compared with 2015. Pre-tax earnings were
$1.69 billion in 2016, 44% lower than 2015.
Goldman Sachs 2017 Form 10-K
61
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
Investment Management
Investment Management provides investment management
services and offers investment products (primarily through
separately managed accounts and commingled vehicles,
such as mutual funds and private investment funds) across
all major asset classes to a diverse set of institutional and
individual clients.
Investment Management also offers
wealth advisory services provided by our subsidiary, The
Ayco Company, L.P., including portfolio management and
financial planning and counseling, and brokerage and other
transaction services to high-net-worth individuals and
families.
Assets under supervision (AUS) include client 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 and private equity funds (including real estate
funds), and separately managed accounts for institutional
and individual
investors. Assets under supervision also
include client assets invested with third-party managers,
bank deposits and advisory relationships where we earn a
fee for advisory and other services, but do not have
investment discretion. Assets under supervision do not
include the self-directed brokerage assets of our clients.
Long-term assets under supervision represent assets under
supervision
products. Liquidity
products represent money market and bank deposit assets.
excluding
liquidity
Assets under supervision typically generate fees as a
percentage of net asset value, which vary by asset class and
distribution channel and are affected by investment
performance as well as asset inflows and redemptions.
Asset classes such as alternative investment and equity
assets typically generate higher fees relative to fixed income
and liquidity product assets. The average
effective
management fee (which excludes non-asset-based fees) we
earned on our assets under supervision was 35 basis points
for both 2017 and 2016, and 39 basis points for 2015.
In certain circumstances, we are also entitled to 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.
The table below presents the operating results of our
Investment Management segment.
$ in millions
Management and other fees
Incentive fees
Transaction revenues
Total net revenues
Operating expenses
Pre-tax earnings
Year Ended December
2017
2016
2015
$5,144
417
658
6,219
4,800
$1,419
$4,798
421
569
5,788
4,654
$1,134
$4,887
780
539
6,206
4,841
$1,365
62
Goldman Sachs 2017 Form 10-K
The table below presents our period-end assets under
supervision by asset class.
$ in billions
Alternative investments
Equity
Fixed income
Total long-term AUS
Liquidity products
Total AUS
As of December
2017
2016
2015
$ 168
321
660
1,149
345
$1,494
$ 154
266
601
1,021
358
$1,379
$ 148
252
546
946
306
$1,252
In the table above, alternative investments primarily includes
hedge funds, credit
funds, private equity, real estate,
currencies, commodities and asset allocation strategies.
The table below presents our period-end assets under
supervision by distribution channel.
$ in billions
Institutional
High-net-worth individuals
Third-party distributed
Total
As of December
2017
2016
2015
$ 576
458
460
$1,494
$ 511
413
455
$1,379
$ 471
369
412
$1,252
The table below presents a summary of the changes in our
assets under supervision.
$ in billions
Beginning balance
Net inflows/(outflows):
Alternative investments
Equity
Fixed income
Total long-term AUS net inflows/(outflows)
Liquidity products
Total AUS net inflows/(outflows)
Net market appreciation/(depreciation)
Ending balance
Year Ended December
2017
2016
2015
$1,379
$1,252
$1,178
15
2
25
42
(13)
29
86
$1,494
5
(3)
40
42
52
94
33
$1,379
7
23
41
71
23
94
(20)
$1,252
In the table above:
‰ Total AUS net inflows/(outflows) for 2017 included
$23 billion of inflows ($20 billion in total long-term AUS
and $3 billion in liquidity products) in connection with
the acquisition of a portion of Verus
Investors’
investment officer business (Verus
outsourced chief
acquisition) and $5 billion of equity asset outflows in
connection with the divestiture of our local Australian-
focused investment capabilities and fund platform
(Australian divestiture).
‰ Total
long-term AUS net inflows/(outflows) for 2015
included $18 billion of fixed income, equity and alternative
in connection with our
investments asset
acquisition of Pacific Global Advisors’ solutions business.
inflows
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
The table below presents our average monthly assets under
supervision by asset class.
$ in billions
Alternative investments
Equity
Fixed income
Total long-term AUS
Liquidity products
Total AUS
Average for the
Year Ended December
2017
2016
2015
$ 162
292
633
1,087
330
$1,417
$ 149
256
578
983
326
$1,309
$ 145
247
530
922
272
$1,194
Operating Environment. During 2017,
Investment
Management operated in an environment characterized by
generally higher asset prices, resulting in appreciation in
both equity and fixed income assets. In addition, our long-
term assets under supervision increased from net inflows
primarily in fixed income and alternative investment assets.
These increases were partially offset by net outflows in
liquidity products. As a result, the mix of average assets
supervision during 2017 shifted slightly from
under
liquidity products to long-term assets under supervision as
compared to the mix at the end of 2016. In the future, if
asset prices decline, or investors favor assets that typically
generate lower fees or investors withdraw their assets, net
revenues in Investment Management would likely be
negatively impacted.
Following a challenging first quarter of 2016, market
conditions improved during the remainder of 2016 with
higher asset prices resulting in full year appreciation in both
equity and fixed income assets. Also, our assets under
supervision increased during 2016 from net
inflows,
primarily in fixed income assets, and liquidity products.
The mix of our average assets under supervision shifted
slightly compared with 2015 from long-term assets under
supervision to liquidity products. Management fees were
impacted by many factors, including inflows to advisory
services and outflows from actively-managed mutual funds.
revenues
2017 versus 2016. Net
in Investment
Management were $6.22 billion for 2017, 7% higher than
2016, due to higher management and other fees, reflecting
supervision, and higher
higher average assets under
transaction revenues. During the year, total assets under
supervision increased $115 billion to $1.49 trillion. Long-
term assets under supervision increased $128 billion,
including net market appreciation of $86 billion, primarily
in equity and fixed income assets, and net inflows of
$42 billion (which includes $20 billion of inflows in
connection with the Verus acquisition and $5 billion of
equity asset outflows in connection with the Australian
divestiture), primarily in fixed income and alternative
investment assets. Liquidity products decreased $13 billion
(which includes $3 billion of inflows in connection with the
Verus acquisition).
Operating expenses were $4.80 billion for 2017, 3% higher
than 2016, primarily due to increased compensation and
benefits expenses, reflecting higher net revenues. Pre-tax
earnings were $1.42 billion in 2017, 25% higher than
2016.
revenues
2016 versus 2015. Net
in Investment
Management were $5.79 billion for 2016, 7% lower than
2015. This decrease primarily reflected significantly lower
incentive fees compared with a strong 2015. In addition,
management and other fees were slightly lower, reflecting
shifts in the mix of client assets and strategies, partially
offset by the impact of higher average assets under
supervision. During 2016, total assets under supervision
increased $127 billion to $1.38 trillion. Long-term assets
under supervision increased $75 billion,
including net
inflows of $42 billion, primarily in fixed income assets, and
net market appreciation of $33 billion, primarily in equity
and fixed income assets. In addition, liquidity products
increased $52 billion.
Operating expenses were $4.65 billion for 2016, 4% lower
than 2015, due to decreased compensation and benefits
expenses, reflecting lower net revenues. Pre-tax earnings
were $1.13 billion in 2016, 17% lower than 2015.
Geographic Data
See Note 25 to the consolidated financial statements for a
summary of our total net revenues, pre-tax earnings and net
earnings by geographic region.
Goldman Sachs 2017 Form 10-K
63
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
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
equity capital we hold and (iii) our funding profile, among
other factors. See “Equity Capital Management and
Regulatory Capital — Equity Capital Management” for
information about our equity capital management process.
Although our balance sheet fluctuates on a day-to-day
basis, our total assets at quarter-end and year-end dates 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 business risk managers and managers from our
independent control and support functions to objectively
evaluate balance sheet
limit requests from business
managers in the context of our overall balance sheet
constraints,
including our liability profile and equity
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.
risk managers
and managers
Business
from our
independent control and support functions along with
business managers
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.
64
Goldman Sachs 2017 Form 10-K
Our consolidated balance sheet plan, including our balance
sheets by business, funding projections, and projected key
metrics, is reviewed and approved by the Firmwide Finance
Committee. See “Risk Management — Overview and
Structure of Risk Management” for an overview of our risk
management structure.
Balance Sheet Limits. The Firmwide Finance Committee
has the responsibility of reviewing and approving 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 business managers and
managers in our independent control and support functions
on a routine basis. The Firmwide Finance Committee
reviews and approves balance sheet limits on a quarterly
basis and may also approve changes in limits on a more
frequent basis in response to changing business needs or
the Risk Governance
market conditions.
Committee sets aged inventory limits for certain financial
instruments as a disincentive to hold inventory over longer
periods of time. Requests for changes in limits are evaluated
after giving consideration to their impact on our key
metrics. Compliance with limits is monitored on a daily
basis by business risk managers, as well as managers in our
independent control and support functions.
In addition,
Monitoring of Key Metrics. We monitor key balance
sheet metrics daily both by business and on a consolidated
basis, including asset and liability size and composition,
limit utilization and risk measures. We allocate assets to
businesses and review and analyze movements resulting
from new business activity, as well as market fluctuations.
Scenario Analyses. We conduct various scenario analyses
including as part of the Comprehensive Capital Analysis
and Review (CCAR) and Dodd-Frank Act Stress Tests
(DFAST), as well as our resolution and recovery planning.
See “Equity Capital Management
and Regulatory
Capital — Equity Capital Management” below for further
information about these scenario analyses. These scenarios
cover short-term 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
sheet
management strategy, including the level and composition
of assets, funding and equity 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.
longer-term balance
developing
our
in
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
Balance Sheet Allocation
In addition to preparing our consolidated statements of
financial condition in accordance with U.S. GAAP, we
prepare a balance sheet that generally allocates assets to our
businesses, which is a non-GAAP presentation and may not
be comparable to similar non-GAAP presentations used by
other companies. We believe that presenting our assets on
this basis is meaningful because it is consistent with the way
management views and manages risks associated with our
assets and better enables investors to assess the liquidity of
our assets.
The table below presents our balance sheet allocation.
$ in millions
As of December
2017
2016
GCLA, segregated assets and other
$285,270
$280,563
Secured client financing
164,123
153,978
Inventory
Secured financing agreements
Receivables
Institutional Client Services
Public equity
Private equity
Total equity
Loans receivable
Loans, at fair value
Total loans
Debt securities
Other
Investing & Lending
216,883
64,991
36,750
318,624
2,072
20,253
22,325
65,933
14,877
80,810
8,797
8,481
120,413
206,988
65,606
29,592
302,186
3,224
18,224
21,448
49,672
14,230
63,902
7,445
5,162
97,957
Total inventory and related assets
439,037
400,143
Other assets
Total assets
28,346
$916,776
25,481
$860,165
In 2017, we aggregated global core liquid assets (GCLA)
and other with cash and securities segregated for regulatory
and other purposes related to client activity (previously
included in secured client financing). Previously reported
amounts have been conformed to the current presentation.
The following is a description of the captions in the table
above:
‰ GCLA, Segregated Assets and Other. We maintain
liquidity to meet a broad range of potential cash outflows
and collateral needs in a stressed environment. See “Risk
Management — Liquidity Risk Management” below for
details on the composition and sizing of our GCLA. We
also segregate cash and securities for regulatory and other
related to client activity. Securities are
purposes
segregated from our own inventory, as well as from
collateral obtained through securities borrowed or resale
agreements. In addition, we maintain other unrestricted
operating cash balances, primarily for use in specific
currencies, entities, or jurisdictions where we do not have
immediate access to parent company liquidity.
‰ Secured Client Financing. We provide collateralized
financing for client positions,
including margin loans
secured by client collateral, securities borrowed, and
resale agreements primarily collateralized by government
obligations. Our secured client financing arrangements,
which are generally short-term, are accounted for at fair
value or at amounts that approximate fair value, and
include
to mitigate
daily margin
counterparty credit risk.
requirements
‰ Institutional Client Services. In Institutional Client
Services, we maintain inventory positions to facilitate
market making in fixed income, equity, currency and
commodity products. Additionally, as part of market-
making activities, we enter into resale or securities
borrowing arrangements to obtain securities or use our
own inventory to cover transactions in which we or our
clients have sold securities that have not yet been
purchased. The receivables in Institutional Client Services
primarily relate to securities transactions.
‰ Investing & Lending. In Investing & Lending, we make
investments and originate loans to provide financing to
clients. We also make unsecured and secured loans to retail
clients. These investments and loans are typically longer-
term in nature. In addition, we make investments, directly
and indirectly through funds that we manage, in debt
securities,
loans, public and private equity securities,
infrastructure, real estate entities and other investments. As
of December 2017, total equity included $2.07 billion of
private equity securities that were acquired during 2017. The
regional composition of total equity was approximately
54% and 55% in the Americas, 18% and 18% in Europe,
Middle East and Africa (EMEA), and 28% and 27% in Asia
as of December 2017 and December 2016, respectively.
Other Investing & Lending primarily includes receivables
from customers and counterparties.
The table below presents details about loans.
$ in millions
Corporate loans
Loans to Private Wealth
Management clients
Loans backed by:
Commercial real estate
Residential real estate
Marcus loans
Other loans
Allowance for loan losses
Total
As of December 2017
Loans
Receivable
Loans, at
Fair Value
Total
$30,749
$ 3,924
$34,673
16,591
7,102
23,693
7,987
6,234
1,912
3,263
(803)
$65,933
1,825
1,043
–
983
–
$14,877
9,812
7,277
1,912
4,246
(803)
$80,810
Loans receivable consists of loans held for investment that
are accounted for at amortized cost net of allowance for
loan losses. See Note 9 to the consolidated financial
statements for further information about loans receivable.
Goldman Sachs 2017 Form 10-K
65
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
assets,
Other Assets. Other assets are generally less liquid,
nonfinancial
leasehold
including
improvements and equipment, goodwill and identifiable
income tax-related receivables and
intangible assets,
miscellaneous receivables.
property,
The table below presents the reconciliation of this balance
sheet allocation to our U.S. GAAP balance sheet.
GCLA,
Segregated
Assets
and Other
Secured
Client
Financing
Institutional
Client
Services
Investing
&
Lending
Total
$ in millions
As of December 2017
Cash and cash
equivalents
Securities purchased
under agreements
to resell
Securities borrowed
Receivables from
brokers, dealers and
clearing organizations
Receivables from
customers and
counterparties
Loans receivable
Financial instruments
owned
Subtotal
Other assets
Total assets
As of December 2016
Cash and cash
equivalents
Securities purchased
under agreements
to resell
Securities borrowed
Receivables from
brokers, dealers and
clearing organizations
Receivables from
customers and
counterparties
Loans receivable
Financial instruments
owned
Subtotal
Other assets
Total assets
$110,051 $
– $
– $
– $110,051
73,277
49,242
26,202
97,546
20,931
44,060
412 120,822
– 190,848
–
–
–
7,712
16,945
19
24,676
32,663
–
19,805
–
7,644
65,933
60,112
65,933
–
52,700
216,883
46,405 315,988
$285,270 $164,123 $318,624 $120,413 $888,430
28,346
$916,776
$121,711 $
–
$
– $
– $121,711
71,561
42,144
25,458
95,694
18,844
46,762
1,062 116,925
– 184,600
–
–
–
6,540
11,504
–
18,044
26,286
–
18,088
–
3,406
49,672
47,780
49,672
–
45,147
206,988
43,817 295,952
$280,563 $153,978 $302,186 $ 97,957 $834,684
25,481
$860,165
In the table above:
‰ Total assets
for
Institutional Client Services and
Investing & Lending represent inventory and related
assets. These amounts differ from total assets by business
segment disclosed in Note 25 to the consolidated
financial statements because total assets disclosed in
Note 25 include allocations of our GCLA, segregated
assets and other, secured client financing and other assets.
‰ See “Balance
and Metrics” for
explanations on the changes in our balance sheet from
December 2016 to December 2017.
Sheet Analysis
66
Goldman Sachs 2017 Form 10-K
from customers
Balance Sheet Analysis and Metrics
As of December 2017, total assets in our consolidated
statements of financial condition were $916.78 billion, an
increase of $56.61 billion from December 2016, primarily
reflecting increases in financial
instruments owned of
loans receivable of $16.26 billion and
$20.04 billion,
receivables
and counterparties of
$12.33 billion. The increase in financial instruments owned
primarily reflected higher client activity and an increase in
available-for-sale securities in U.S. government and agency
obligations and corporate loans and debt
securities,
partially offset by the impact of currency movements on
derivative valuations. The increase in loans receivable
primarily reflected an increase in loans to corporate
borrowers and loans backed by real estate. The increase in
receivables from customers and counterparties reflected
client activity.
payables
As of December 2017, total liabilities in our consolidated
statements of financial condition were $834.53 billion, an
increase of $61.26 billion from December 2016, primarily
reflecting increases in unsecured long-term borrowings of
$28.60 billion, collateralized financings of $23.44 billion
and deposits of $14.51 billion, partially offset by a decrease
of
in
$12.57 billion. The increase in unsecured long-term
borrowings was primarily due to net new issuances. The
increase in collateralized financings reflected the impact of
client and firm activity. The increase in deposits reflected
increases in institutional deposits and Marcus deposits. The
decrease in payables to customers and counterparties
reflected client activity.
counterparties
customers
and
to
As of December 2017 and December 2016, our total
securities sold under agreements to repurchase, accounted
for as collateralized financings, were $84.72 billion and
$71.82 billion, respectively, which were 2% lower and 5%
lower than the daily average amount of repurchase
agreements during the quarters ended December 2017 and
December 2016, respectively, and 1% lower and 9% lower
than the daily average amount of repurchase agreements
and
during
December 2016,
in our
repurchase agreements relative to the daily averages during
2017 and 2016 resulted from the impact of firm and client
activity at the end of both years.
ended December
respectively. The decrease
2017
years
the
The table below presents information about our balance
sheet and our leverage ratios.
$ in millions
Total assets
Unsecured long-term borrowings
Total shareholders’ equity
Leverage ratio
Debt to equity ratio
As of December
2017
2016
$916,776
$217,687
$ 82,243
11.1x
2.6x
$860,165
$189,086
$ 86,893
9.9x
2.2x
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
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 Tier 1 leverage ratio included in
Note 20 to the consolidated financial statements.
‰ The debt to equity ratio equals unsecured long-term
borrowings divided by total shareholders’ equity.
table below presents
The
information about our
shareholders’ equity and book value per common share,
including the reconciliation of total shareholders’ equity to
tangible common shareholders’ equity.
As of December
$ in millions, except per share amounts
2017
2016
Total shareholders’ equity
Preferred stock
Common shareholders’ equity
Goodwill and identifiable intangible assets
Tangible common shareholders’ equity
$ 82,243
(11,853)
70,390
(4,038)
$ 66,352
$ 86,893
(11,203)
75,690
(4,095)
$ 71,595
Book value per common share
Tangible book value per common share
$ 181.00
$ 170.61
$ 182.47
$ 172.60
In the table above:
‰ Tangible common shareholders’ equity equals 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 as of December 2017 were both
reduced by $11.31 due to the estimated impact of Tax
Legislation. See “Results of Operations — Financial
Overview” and “— Provision for Taxes” above for
further
enactment of Tax
Legislation.
information about
the
no
service
‰ Book value per common share and tangible book value
per common share are based on common shares
outstanding and restricted stock units granted to
requirements
future
employees with
(collectively, basic
shares) of 388.9 million and
414.8 million as of December 2017 and December 2016,
respectively. 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.
Funding Sources
Our primary sources of funding are secured financings,
unsecured long-term and short-term borrowings, and
deposits. We seek to maintain broad and diversified
funding sources globally across products, programs,
markets, currencies and creditors
to avoid funding
concentrations.
We raise funding through a number of different products,
including:
‰ Collateralized financings, such as repurchase agreements,
securities loaned and other secured financings;
‰ Long-term unsecured debt (including structured notes)
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;
‰ Savings, demand and time deposits through internal and
third-party broker-dealers, as well as from retail and
institutional clients; and
‰ Short-term unsecured debt at the subsidiary level through
U.S. and non-U.S. hybrid financial instruments and other
methods.
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.
Goldman Sachs 2017 Form 10-K
67
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
Secured Funding. We fund a significant amount of
inventory on a secured basis,
including repurchase
agreements, securities loaned and other secured financings.
As of December 2017 and December 2016, secured funding
included in collateralized financings in the consolidated
statements of financial condition was $124.30 billion and
$100.86 billion, respectively. We may also pledge our
inventory as collateral for securities borrowed under a
securities lending agreement or as collateral for derivative
transactions. We also use our own inventory 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 continually 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
diversifying
with
secured funding, and
counterparties,
pre-funding residual risk through our GCLA.
raising excess
maturities,
staggered
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
excluding funding collateralized by liquid
funding,
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.
The weighted average maturity of our secured funding
included in collateralized financings in the consolidated
statements of financial condition, excluding funding that
was collateralized by liquid government and agency
obligations, exceeded 120 days as of December 2017.
and
loans
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
non-investment-grade
securities,
corporate debt securities, equity securities and emerging
market securities. Assets that are classified in level 3 of the
fair value hierarchy are generally funded on an unsecured
basis. See Notes 5 and 6 to the consolidated financial
statements for further information about the classification
of financial instruments in the fair value hierarchy and
“Unsecured Long-Term Borrowings” below for further
information about
the use of unsecured long-term
borrowings as a source of funding.
68
Goldman Sachs 2017 Form 10-K
financing
also raise
through other
We
types of
collateralized financings, such as secured loans and notes.
Goldman Sachs Bank USA (GS Bank USA) has access to
funding from the Federal Home Loan Bank. As of
December 2017 and December 2016, our outstanding
borrowings against the Federal Home Loan Bank were
$3.40 billion and $2.43 billion, respectively.
GS Bank USA also has access to funding through the
Federal Reserve Bank discount window. While we do not
rely on this funding in our liquidity planning and stress
testing, we maintain policies and procedures necessary to
access this funding and test discount window borrowing
procedures.
Unsecured Long-Term Borrowings. We issue unsecured
long-term borrowings as a source of funding for inventory
and other assets and to finance a portion of our GCLA. 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 as of December 2017.
$ in millions
2019
2020
2021
2022
2023 - thereafter
Total
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Total
$8,354
$5,264
$2,772
$5,998
$6,927
$8,071
$3,651
$5,991
$3,806
$6,039
$7,757
$4,869
$11,418 $ 30,505
23,120
$ 3,746
21,781
$ 7,601
22,602
$ 5,744
119,679
$217,687
The weighted average maturity of our unsecured long-term
borrowings as of December 2017 was approximately eight
years. To mitigate refinancing risk, we seek to limit the
principal amount of debt maturing on any one day or
during any week or year. 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 16 to the consolidated
financial statements for further information about our
unsecured long-term borrowings.
Deposits. Our deposits provide us with a diversified source
of funding and reduce our reliance on wholesale funding. A
growing source of our deposit base consists of retail
deposits. Deposits are primarily used to finance lending
activity, other inventory and a portion of our GCLA. We
raise deposits primarily through GS Bank USA and
Goldman Sachs
International Bank (GSIB). As of
December 2017 and December 2016, our deposits were
$138.60 billion and $124.10 billion, respectively. See
Note 14 to the consolidated financial statements for further
information about our deposits.
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
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,
instruments, to
finance liquid assets and for other cash management
purposes. In light of regulatory developments, Group Inc.
no longer issues debt with an original maturity of less than
one year, other than to its subsidiaries.
including hybrid financial
As of December 2017 and December 2016, our unsecured
short-term borrowings, including the current portion of
unsecured long-term borrowings, were $46.92 billion and
$39.27 billion,
respectively. See Note 15 to the
consolidated financial statements for further information
about our unsecured short-term borrowings.
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.
and future
consolidated regulatory
Equity Capital Management
We determine the appropriate level and composition of our
equity capital by considering multiple factors including our
current
capital
requirements, the results of our capital planning and stress
testing process, resolution capital models and other factors,
such as
subsidiary capital
requirements, the business environment and conditions in
the financial markets. We manage our capital requirements
and the levels of our capital usage principally by setting
limits on balance sheet assets and/or limits on risk, in each
case at both the consolidated and business levels.
rating agency guidelines,
We principally manage the level and composition of our
equity capital through issuances and repurchases of our
common stock. We may also, from time to time, issue or
repurchase our preferred stock, junior subordinated debt
issued to trusts, and other subordinated debt or other forms
of capital as business conditions warrant. Prior to any
repurchases, we must receive confirmation that the Board
of Governors of the Federal Reserve System (Federal
Reserve Board or FRB) does not object to such capital
action. See Notes 16 and 19 to the consolidated financial
statements for further information about our preferred
stock, junior subordinated debt issued to trusts and other
subordinated debt.
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 and operational
risk, as well as our ability to generate revenues.
The following is a description of our capital planning and
stress testing process:
‰ Capital Planning. 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
liquidity
viewed in tandem with our assessment of
adequacy and is
risk
policy
management
framework.
integrated into our overall
governance
structure,
and
This
capital
Our capital planning process also includes an internal
assessment
assessment.
risk-based
incorporates market risk, credit risk and operational risk.
Market risk is calculated by using Value-at-Risk (VaR)
calculations supplemented by risk-based add-ons which
include risks related to rare events (tail risks). Credit risk
utilizes
counterparties’
about
probability of default and the size of our losses in the
event of a default. Operational risk is calculated based on
scenarios incorporating multiple types of operational
failures, as well as considering internal and external
actual loss experience. Backtesting for market risk and
credit risk is used to gauge the effectiveness of models at
capturing and measuring relevant risks.
assumptions
our
‰ Stress Testing. Our
stress
tests
scenarios,
incorporate our
internally designed stress
including our
internally developed severely adverse scenario, and those
required under CCAR and DFAST, 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
“Business — Available Information” in Part I, Item 1 of
this Form 10-K.
As required by the FRB’s annual CCAR rules, we submit a
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.
Goldman Sachs 2017 Form 10-K
69
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
The FRB evaluates us based, in part, on whether we have
the capital necessary to continue operating under the
baseline and stress 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 a range of macroeconomic scenarios
and firm-specific assumptions.
In addition, the DFAST rules require us to conduct stress
tests on a semi-annual basis and publish a summary of
certain results. The FRB also conducts its own annual stress
tests and publishes a summary of certain results.
With respect to our 2017 CCAR submission, the FRB
informed us that it did not object to our capital actions.
These capital actions included the potential to repurchase
outstanding common stock of up to $8.70 billion, and the
potential to issue and redeem other capital securities over
the twelve-month period beginning July 2017, and the
potential to increase our common stock dividend by up to
$0.05 per share in the second quarter of 2018. However,
we do not expect that we will utilize our entire share
repurchase authorization by June 2018. The amount and
timing of our capital actions will be based on, among other
things, our current and projected capital position, and
capital deployment opportunities. We published a summary
of our annual DFAST results in June 2017. See “Business —
Available Information” in Part I, Item 1 of this Form 10-K.
In October 2017, we submitted our semi-annual DFAST
results to the FRB and published a summary of the results of
our internally developed severely adverse scenario. See
“Business — Available Information” in Part I, Item 1 of this
Form 10-K.
We are required to submit our 2018 CCAR results to the
FRB by April 5, 2018.
In addition, the rules adopted by the FRB under the Dodd-
Frank Act require GS Bank USA to conduct stress tests on
an annual basis and publish a summary of certain results.
GS Bank USA submitted its 2017 annual DFAST results to
the FRB in April 2017 and published a summary of its
annual DFAST results in June 2017. See “Business —
Available Information” in Part I, Item 1 of this Form 10-K.
70
Goldman Sachs 2017 Form 10-K
Goldman Sachs International (GSI) and GSIB also have
their own capital planning and stress testing process, which
incorporates internally designed stress tests and those
required under the Prudential Regulation Authority’s
(PRA) Internal Capital Adequacy Assessment Process.
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.
Capital Attribution. We assess each of our businesses’
capital usage based upon our internal assessment of risks,
which incorporates an attribution of all of our relevant
regulatory capital requirements. These regulatory capital
requirements are allocated using our attributed equity
framework, which takes into consideration our binding
capital constraints. We also attribute risk-weighted assets
(RWAs) to our business segments. As of December 2017,
approximately 60% and 55% of RWAs calculated in
accordance with the Standardized Capital Rules and the
Basel
to
transitional provisions, were attributed to our Institutional
the
Client Services segment and substantially all of
remaining RWAs were attributed to our Investing &
Lending segment. We manage the levels of our capital usage
based upon balance sheet and risk limits, as well as capital
return analyses of our businesses based on our capital
attribution.
III Advanced Rules,
respectively,
subject
Share Repurchase Program. We use our
share
repurchase program to help maintain the appropriate level
of common equity. The repurchase program is effected
primarily through regular open-market purchases (which
may include repurchase plans designed to comply with
Rule 10b5-1), the amounts and timing of which are
determined primarily by our current and projected capital
position and our capital plan submitted to the FRB as part
of CCAR. The amounts and timing of the repurchases may
also be influenced by general market conditions and the
prevailing price and trading volumes of our common stock.
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
As of December 2017, the remaining share authorization
under our existing repurchase program was 47.6 million
shares; however, we are only permitted to make
repurchases to the extent that such repurchases have not
been objected to by the FRB. See “Market for Registrant’s
Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities” in Part II, Item 5 of this
Form 10-K and Note 19 to the consolidated financial
statements
share
repurchase program, and see above for information about
our capital planning and stress testing process.
information about our
further
for
Resolution Capital Models.
In connection with our
resolution planning efforts, we have
established a
Resolution Capital Adequacy and Positioning (RCAP)
framework, which is designed to ensure that our major
subsidiaries (GS Bank USA, Goldman Sachs & Co. LLC
(GS&Co.), GSI, GSIB, 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 of
Directors of Group Inc. (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 and GSIB have also been assigned long- and
short-term issuer ratings, as well as ratings on their long-
term 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 equity 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
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, GS&Co. and GSI.
rather
subject
Consolidated Regulatory Capital
We are subject to the FRB’s risk-based capital and leverage
to certain transitional provisions
regulations,
(Capital Framework). These regulations are largely based
on the Basel Committee on Banking Supervision’s (Basel
strengthening
framework
capital
Committee)
for
III) and also
standards
capital
international
(Basel
implement certain provisions of
the Dodd-Frank Act.
Under the Capital Framework, we are an “Advanced
approach” banking organization and have been designated
as a global systemically important bank (G-SIB).
We calculate our CET1, Tier 1 capital and Total capital
ratios in accordance with (i) the Standardized approach and
market risk rules set out
in the Capital Framework
(together, the Standardized Capital Rules) and (ii) the
Advanced approach and market risk rules set out in the
Capital Framework (together, the Basel III Advanced Rules)
as described in Note 20 to the consolidated financial
statements.
is assessed. Each of
The lower of each capital ratio calculated in (i) and (ii) is the
ratio against which our compliance with minimum ratio
ratios
requirements
calculated in accordance with the Basel III Advanced Rules
was lower than that calculated in accordance with the
Standardized Capital Rules and therefore the Basel III
Advanced ratios were the ratios that applied to us as of both
December 2017 and December 2016.
the capital
See Note 20 to the consolidated financial statements for
further information about our capital ratios as of both
December 2017 and December 2016, and for further
information about the Capital Framework.
Goldman Sachs 2017 Form 10-K
71
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
Minimum Capital Ratios and Capital Buffers
The table below presents our minimum required ratios.
CET1 ratio
Tier 1 capital ratio
Total capital ratio
Tier 1 leverage ratio
December 2017
Minimum Ratio
7.000%
8.500%
10.500%
4.000%
In the table above:
‰ The minimum capital ratios as of December 2017 reflect
(i) the 50% phase-in of the capital conservation buffer of
2.5%, (ii) the 50% phase-in of the G-SIB buffer of 2.5%
(based
the
and
countercyclical capital buffer of zero percent.
financial
2015
data)
(iii)
on
‰ Tier 1 leverage ratio is defined as Tier 1 capital divided by
quarterly average adjusted total assets (which includes
adjustments for goodwill and identifiable intangible
assets, and certain investments
in nonconsolidated
financial institutions).
The minimum capital ratios applicable to us as of
January 2019 will reflect
the fully phased-in capital
conservation buffer, the countercyclical capital buffer, if
any, determined by the FRB and the fully phased-in G-SIB
buffer. The G-SIB buffer applicable
to us as of
January 2019 is 2.5% based on financial data as of or for
the year
ended December 2017. The G-SIB and
countercyclical buffers in the future may differ due to
additional guidance from our regulators and/or positional
changes.
Our minimum required supplementary leverage ratio is
5.0% as of January 1, 2018. See “Supplementary Leverage
Ratio” below for further information.
See Note 20 to the consolidated financial statements for
information about our capital buffers.
72
Goldman Sachs 2017 Form 10-K
Fully Phased-in Capital Ratios
The table below presents our capital ratios calculated in
accordance with the Standardized Capital Rules and the
Basel III Advanced Rules on a fully phased-in basis.
$ in millions
Common shareholders’ equity
Deduction for goodwill and identifiable intangible
As of December
2017
2016
$ 70,390 $ 75,690
assets, net of deferred tax liabilities
(3,334)
(3,015)
Deduction for investments in nonconsolidated
financial institutions
Other adjustments
Common Equity Tier 1
Preferred stock
Deduction for investments in covered funds
Other adjustments
Tier 1 capital
Standardized Tier 2 and Total capital
Tier 1 capital
Qualifying subordinated debt
Allowance for losses on loans and lending
commitments
Other adjustments
Standardized Tier 2 capital
Standardized Total capital
Basel III Advanced Tier 2 and Total capital
Tier 1 capital
Standardized Tier 2 capital
Allowance for losses on loans and lending
commitments
Basel III Advanced Tier 2 capital
Basel III Advanced Total capital
RWAs
Credit RWAs
Market RWAs
Standardized RWAs
Credit RWAs
Market RWAs
Operational RWAs
Basel III Advanced RWAs
CET1 ratio
Standardized
Basel III Advanced
Tier 1 capital ratio
Standardized
Basel III Advanced
Total capital ratio
Standardized
Basel III Advanced
–
(63)
66,993
11,853
(590)
(29)
(765)
(799)
71,111
11,203
(445)
(61)
$ 78,227 $ 81,808
$ 78,227 $ 81,808
14,566
13,360
1,078
(28)
14,410
722
(6)
15,282
$ 92,637 $ 97,090
$ 78,227 $ 81,808
15,282
14,410
(1,078)
13,332
(722)
14,560
$ 91,559 $ 96,368
$476,594 $422,544
85,263
$563,975 $507,807
87,381
86,854
117,475
$421,763 $361,223
84,475
115,088
$626,092 $560,786
11.9%
10.7%
14.0%
12.7%
13.9%
12.5%
16.1%
14.6%
16.4%
14.6%
19.1%
17.2%
from and adjustments
in the table above were not
to
Although the deductions
regulatory capital
fully
phased-in until January 2018, we believe that the fully
phased-in capital ratios are meaningful because they are
measures that we, our regulators and investors use to assess
our ability to meet future regulatory capital requirements.
ratios are non-GAAP
These fully phased-in capital
measures and may not be comparable to similar non-GAAP
measures used by other companies.
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
In the table above:
‰ Deduction for goodwill and identifiable intangible assets,
net of deferred tax liabilities,
included goodwill of
$3.67 billion as of both December 2017 and
December 2016, and identifiable intangible assets of
$373 million and $429 million as of December 2017 and
December 2016, respectively, net of associated deferred
tax liabilities of $704 million and $1.08 billion as of
December 2017 and December 2016, respectively.
represents
‰ Deduction for investments in nonconsolidated financial
the amount by which our
institutions
investments in the capital of nonconsolidated financial
institutions exceed certain prescribed thresholds. The
decrease from December 2016 to December 2017
primarily reflects reductions in our fund investments.
‰ Deduction for investments in covered funds represents
our aggregate investments in applicable covered funds,
excluding investments that are subject to an extended
conformance period. This deduction was not subject to a
transition period. See “Business — Regulation” in Part I,
Item 1 of this Form 10-K for further information about
the Volcker Rule.
‰ Other adjustments within CET1 primarily include the
overfunded portion of our defined benefit pension plan
obligation net of associated deferred tax liabilities,
disallowed
valuation
adjustments on derivative liabilities, debt valuation
adjustments and other
risk-based
deductions.
required credit
deferred
assets,
credit
tax
‰ 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 16 to the
consolidated financial statements for further information
about our subordinated debt.
See Note 20 to the consolidated financial statements for
information about our transitional capital ratios, which
represent the ratios that are applicable to us as of both
December 2017 and December 2016.
to
amendments
Supplementary Leverage Ratio
The Capital Framework includes a supplementary leverage
for Advanced approach banking
ratio requirement
the Capital
organizations. Under
Framework, the U.S. federal bank regulatory agencies
approved a final rule that implements the supplementary
leverage ratio aligned with the definition of
leverage
established by the Basel Committee. The supplementary
leverage ratio compares Tier 1 capital to a measure of
leverage exposure, which consists of daily average total
the quarter and certain off-balance-sheet
assets
for
less certain balance sheet deductions. The
exposures,
Capital Framework requires a minimum supplementary
leverage ratio of 5.0% (consisting of
the minimum
requirement of 3.0% and a 2.0% buffer) for U.S. BHCs
deemed to be G-SIBs, effective on January 1, 2018.
The table below presents our supplementary leverage ratio,
calculated on a fully phased-in basis.
$ in millions
Tier 1 capital
For the Three Months
Ended or as of December
2017
2016
$
78,227
$
81,808
$ 937,424
Average total assets
(4,572)
Deductions from Tier 1 capital
932,852
Average adjusted total assets
Off-balance-sheet exposures
408,164
Total supplementary leverage exposure $1,341,016
$ 883,515
(4,897)
878,618
391,555
$1,270,173
Supplementary leverage ratio
5.8%
6.4%
In the table above, the off-balance-sheet exposures consists
of
transactions,
securities
commitments and guarantees.
derivatives,
financing
Subsidiary Capital Requirements
Many of our subsidiaries, including GS Bank USA and our
to separate
broker-dealer
regulation and capital requirements of the jurisdictions in
which they operate.
subsidiaries,
subject
are
GS Bank USA. GS Bank USA is subject to regulatory
capital requirements that are calculated in substantially the
same manner as those applicable to BHCs and calculates its
capital ratios in accordance with the risk-based capital and
leverage requirements applicable to state member banks,
which are based on the Capital Framework. See Note 20 to
the
further
information about the Capital Framework as it relates to
GS Bank USA, including GS Bank USA’s capital ratios and
required minimum ratios.
consolidated
statements
financial
for
Goldman Sachs 2017 Form 10-K
73
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
under
FRB rules,
commencing
on
In
addition,
January 1, 2018,
in order to be considered a “well-
capitalized” depository institution, GS Bank USA must
have a supplementary leverage ratio of 6.0% or greater.
The supplementary leverage ratio compares Tier 1 capital
to a measure of leverage exposure, defined as daily average
total assets for the quarter and certain off-balance-sheet
exposures, less certain balance sheet deductions.
The table below presents GS Bank USA’s supplementary
leverage ratio, calculated on a fully phased-in basis.
$ in millions
Tier 1 capital
Average total assets
Deductions from Tier 1 capital
Average adjusted total assets
Off-balance-sheet exposures
Total supplementary leverage exposure
For the Three Months
Ended or as of December
2017
2016
$ 25,341
$ 24,479
$168,854
(14)
168,840
176,892
$345,732
$169,721
(20)
169,701
163,464
$333,165
Supplementary leverage ratio
7.3%
7.3%
In the table above, the off-balance-sheet exposures consists of
derivatives, securities financing transactions, commitments
and guarantees.
GSI. Our regulated U.K. broker-dealer, GSI, is one of our
principal non-U.S. regulated subsidiaries and is regulated
by the PRA and the Financial Conduct Authority. GSI is
framework for E.U.-regulated
subject
financial institutions prescribed in the E.U. Fourth Capital
Requirements Directive (CRD IV) and the E.U. Capital
Requirements Regulation (CRR). These capital regulations
are largely based on Basel III.
to the capital
The table below presents GSI’s minimum required capital
ratios.
CET1 ratio
Tier 1 capital ratio
Total capital ratio
December 2017
Minimum Ratio
December 2016
Minimum Ratio
7.165%
9.143%
11.771%
6.549%
8.530%
11.163%
The minimum capital ratios in the table above incorporate
capital guidance received from the PRA and could change
in the future. GSI’s future capital requirements may also be
impacted by developments such as the introduction of
capital buffers as described above in “Minimum Capital
Ratios and Capital Buffers.”
As of December 2017, GSI had a CET1 ratio of 11.0%, a
Tier 1 capital ratio of 13.6% and a Total capital ratio of
16.0%. Each of these ratios included approximately 67
basis points attributable to amounts which will be finalized
upon the issuance of GSI’s 2017 annual audited financial
statements. As of December 2016, GSI had a CET1 ratio of
12.9%, a Tier 1 capital ratio of 12.9% and a Total capital
ratio of 17.2%.
74
Goldman Sachs 2017 Form 10-K
for certain E.U.
In November 2016, the European Commission proposed
amendments to the CRR to implement a 3% minimum
leverage ratio requirement
financial
institutions. This leverage ratio compares the CRR’s
definition of Tier 1 capital to a measure of leverage
exposure, defined as the sum of certain assets plus certain
off-balance-sheet exposures (which include a measure of
derivatives, securities financing transactions, commitments
and guarantees),
less Tier 1 capital deductions. Any
required minimum leverage ratio is expected to become
effective for GSI no earlier than January 1, 2021. As of
December 2017 and December 2016, GSI had a leverage
ratio of 4.1% and 3.8%, respectively. The ratio as of
December 2017 included approximately 20 basis points
attributable to amounts which will be finalized upon the
issuance of GSI’s 2017 annual audited financial statements.
This leverage ratio is based on our current interpretation
and understanding of this rule and may evolve as we discuss
the interpretation and application of this rule with GSI’s
regulators.
Other Subsidiaries. The capital requirements of several of
our subsidiaries may increase in the future due to the
various developments arising from the Basel Committee,
the Dodd-Frank Act, and other governmental entities and
regulators. See Note 20 to the consolidated financial
statements for information about the capital requirements
of our other regulated subsidiaries.
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.
In certain instances, Group Inc. may be limited in its ability
to access capital held at certain subsidiaries as a result of
regulatory, tax or other constraints. As of December 2017
and December 2016, Group Inc.’s equity investment in
subsidiaries was $93.88 billion and $92.77 billion,
respectively, compared with its total shareholders’ equity of
$82.24 billion and $86.89 billion, respectively.
Our capital invested in non-U.S. subsidiaries is generally
exposed to foreign exchange risk, substantially all of which
is managed through a combination of derivatives and
non-U.S. denominated debt. See Note 7 to the consolidated
financial
information about our net
for
investment hedges, which are used to hedge this risk.
statements
Guarantees of Subsidiaries. Group Inc. has guaranteed
the payment obligations of GS&Co. and GS Bank USA, in
each case subject to certain exceptions.
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
Regulatory Matters and Developments
Our businesses are subject to significant and evolving
regulation. The Dodd-Frank Act, enacted in July 2010,
significantly altered the financial regulatory regime within
which we operate. In addition, other reforms have been
adopted or are being considered by regulators and policy
makers worldwide. Given that many of the new and
impact of
proposed rules are highly complex, the full
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 this 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. In addition,
see Note 20 to the consolidated financial statements for
information about regulatory developments as they relate
to our regulatory capital and leverage ratios.
Resolution and Recovery Plans
We are required by the FRB and the FDIC to submit a
periodic plan that describes our strategy for a rapid and
orderly resolution in the event of material financial distress
or failure (resolution plan). We are also required by the FRB
to submit a periodic recovery plan that outlines the steps that
management could take to reduce risk, maintain sufficient
liquidity, and conserve capital in times of prolonged stress.
In December 2017, the FRB and the FDIC provided
feedback on our 2017 resolution plan and determined that
it satisfactorily addressed the shortcomings identified in our
prior submissions. The FRB and the FDIC did not identify
deficiencies in our 2017 resolution plan, but the FRB and
the FDIC did note one shortcoming that must be addressed
in our next resolution plan submission. The FRB and the
FDIC have extended the next resolution plan filing deadline
by one year to July 1, 2019. See “Business — Available
Information” in Part I, Item 1 of this Form 10-K.
As part of our resolution planning efforts, we put in place a
Capital and Liquidity Support Agreement (CLSA) among
Group Inc., Goldman Sachs Funding LLC (Funding IHC)
and our major subsidiaries. See “Risk Factors” in Part I,
Item 1A of this Form 10-K for further information about
the CLSA. Additionally, as part of our preferred resolution
strategy, we have established RCAP, Resolution Liquidity
Adequacy and Positioning (RLAP), Resolution Liquidity
and alerts
Execution Need (RLEN),
frameworks. See “Equity Capital Management and
Regulatory Capital — Equity Capital Management” for
further information about RCAP, and triggers and alerts
frameworks, and see “Liquidity Risk Management —
Liquidity Stress Tests” for further information about
RLAP, RLEN, and triggers and alerts frameworks.
and triggers
In addition, GS Bank USA is required to submit periodic
resolution plans to the FDIC. GS Bank USA’s next
resolution plan is due on July 1, 2018.
Off-Balance-Sheet
Contractual Obligations
Arrangements
and
Off-Balance-Sheet Arrangements
We have various types of off-balance-sheet arrangements
that we enter into in the ordinary course of business. 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;
‰ Entering into operating leases; and
‰ Providing guarantees,
indemnifications, commitments,
letters of credit and representations and warranties.
We enter into these arrangements for a variety of business
including securitizations. The securitization
purposes,
vehicles that purchase mortgages, corporate bonds, and
other types of financial assets are critical to the functioning
including the
of several significant
securities
other
and
mortgage-backed
markets, since they offer investors access to specific cash
flows and risks created through the securitization process.
investor markets,
asset-backed
investments
We also enter into these arrangements to underwrite client
securitization transactions; provide secondary market
liquidity; make
and
nonperforming debt, distressed loans, power-related assets,
equity securities, real estate and other assets; provide
investors with credit-linked and asset-repackaged notes;
and receive or provide letters of credit to satisfy margin
requirements and to facilitate the clearance and settlement
process.
performing
in
Our financial interests in, and derivative transactions with,
such nonconsolidated entities are generally accounted for at
fair value,
in the same manner as our other financial
instruments, except in cases where we apply the equity
method of accounting.
Goldman Sachs 2017 Form 10-K
75
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
The table below presents where information about our
various off-balance-sheet arrangements may be found in
this Form 10-K. In addition, see Note 3 to the consolidated
our
statements
financial
consolidation policies.
information
about
for
Type of Off-Balance-Sheet
Arrangement
and
interests
Variable
other
obligations, including contingent
obligations, arising from variable
interests
nonconsolidated
variable interest entities (VIEs)
in
Disclosure in Form 10-K
See Note 12 to the consolidated
financial statements.
Leases
See
“Contractual Obligations”
below and Note 18 to the
consolidated financial statements.
Guarantees, letters of credit, and
lending and other commitments
See Note 18 to the consolidated
financial statements.
Derivatives
See “Risk Management — Credit
Risk Management — Credit
Exposures — OTC Derivatives”
below and Notes 4, 5, 7 and 18
to
financial
consolidated
the
statements.
Contractual Obligations
We have certain contractual obligations which require us to
make future cash payments. These contractual obligations
include our time deposits, secured long-term financings,
unsecured long-term borrowings, contractual
interest
payments, subordinated liabilities of consolidated VIEs and
minimum rental payments under noncancelable leases.
Our obligations to make future cash payments also include
our commitments and guarantees related to off-balance-
sheet arrangements, which are excluded from the table
below. See Note 18 to the consolidated financial statements
for further information about such commitments and
guarantees.
Due to the uncertainty of the timing and amounts that will
ultimately be paid, our liability for unrecognized tax
benefits has been excluded from the table below. See
Note 24 to the consolidated financial statements for further
information about our unrecognized tax benefits.
The table below presents our contractual obligations by
type.
$ in millions
As of December
2017
2016
Time deposits
Secured long-term financings
Unsecured long-term borrowings
Contractual interest payments
Subordinated liabilities of consolidated VIEs
Minimum rental payments
$ 30,075
$
9,892
$217,687
$ 54,489
19
$
1,964
$
$ 27,394
$
8,405
$189,086
$ 54,552
584
$
1,941
$
76
Goldman Sachs 2017 Form 10-K
The table below presents our contractual obligations by
period of expiration.
$ in millions
Time deposits
Secured long-term financings
Unsecured long-term
As of December 2017
2018
2019 -
2020
2021 -
2022
2023 -
Thereafter
$
$
–
–
$15,630
$ 4,994
$ 8,610
$ 3,019
$ 5,835
$ 1,879
borrowings
–
Contractual interest payments $6,497
Subordinated liabilities of
$
$53,625
$11,562
$44,383
$ 8,515
$119,679
$ 27,915
consolidated VIEs
Minimum rental payments
$
–
$ 299
$
$
–
544
$
$
–
350
$
$
19
771
In the table above:
‰ Obligations maturing within one year of our financial
statement date or redeemable within one year of our
financial statement date at the option of the holders are
excluded as they are treated as short-term obligations. See
Note 15 to the consolidated financial statements for
further information about our short-term borrowings.
‰ Obligations that are repayable prior to maturity at our
option are reflected at their contractual maturity dates
and obligations that are redeemable prior to maturity at
the option of the holders are reflected at the earliest dates
such options become exercisable.
‰ As of December 2017, unsecured long-term borrowings
had maturities extending to 2057, consisted principally of
senior borrowings, and included $5.61 billion of
adjustments to the carrying value of certain unsecured
long-term borrowings resulting from the application of
hedge accounting. See Note 16 to the consolidated
financial statements for further information about our
unsecured long-term borrowings.
‰ As of December 2017,
the difference between the
aggregate contractual principal amount and the related
fair value of long-term other secured financings for which
the fair value option was elected was not material.
‰ As of December 2017, the aggregate contractual principal
amount of unsecured long-term borrowings for which the
fair value option was elected exceeded the related fair
value by $1.69 billion.
‰ Contractual interest payments represents estimated future
interest payments
related to unsecured long-term
borrowings,
secured long-term financings and time
rates as of
deposits based on applicable interest
December 2017, and includes stated coupons, if any, on
structured notes.
‰ Future minimum rental payments are net of minimum
sublease rentals under noncancelable leases. These lease
commitments for office space expire on various dates
through 2069. Certain agreements are subject to periodic
escalation provisions for increases in real estate taxes and
other charges. See Note 18 to the consolidated financial
statements for further information about our leases.
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
Risk Management
Risks are inherent in our businesses and include liquidity,
market, credit, operational, model,
legal, compliance,
conduct, regulatory and reputational risks. For further
information about our risk management processes, see
“Overview and Structure of Risk Management” below.
Our risks include the risks across our risk categories,
regions or global businesses, as well as those which have
uncertain outcomes and have the potential to materially
impact our
liquidity and our
reputation. For further information about our areas of risk,
see “Liquidity Risk Management,” “Market Risk
Management,” “Credit Risk Management,” “Operational
Risk Management” and “Model Risk Management” below
and “Risk Factors” in Part I, Item 1A of this Form 10-K.
results, our
financial
Overview and Structure of Risk Management
to our
Overview
We believe that effective risk management is of primary
success. Accordingly, we have
importance
(ERM)
established an Enterprise Risk Management
integrated
framework that employs a comprehensive,
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. These risks include
liquidity, market,
legal,
compliance, conduct, regulatory and reputational risk
exposures. Our risk management structure is built around
three core components: governance, processes and people.
credit, operational, model,
its Risk Committee, oversees our
Governance. Risk management governance starts with the
Board, which both directly and through its committees,
including
risk
management policies and practices implemented through
the ERM 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 strategic business objectives, while remaining in
compliance with regulatory requirements.
The Board receives regular briefings on firmwide risks,
including liquidity risk, market risk, credit risk, operational
risk and model risk from our independent control and
support functions, including the chief risk officer, and on
compliance risk and conduct risk from the head of
Compliance, on legal and regulatory matters from the
general counsel, and on other matters impacting our
reputation from the chair of our Firmwide Client and
Business Standards Committee. The chief risk officer, as
part of the review of the firmwide risk portfolio, 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
risks we
control and support
Next, at our most senior levels, our leaders are experienced
sophisticated and detailed
risk managers, with a
senior
take. Our
understanding of
management, and senior managers
revenue-
in our
producing units and independent control and support
functions, lead and participate in risk-oriented committees.
include
Independent
Compliance, the Conflicts Resolution Group (Conflicts),
Controllers, Credit Risk Management, Human Capital
Management, Legal, Liquidity Risk Management and
(Liquidity Risk Management), Market Risk
Analysis
Management and Analysis (Market Risk Management),
Model Risk Management, Operations, Operational Risk
Management
Risk
Analysis
Management), Tax, Technology and Treasury.
(Operational
functions
and
Our governance structure provides the protocol and
responsibility for decision-making on risk management
issues and ensures implementation of those decisions. We
make extensive use of risk-related committees that meet
regularly and serve as an important means to facilitate and
foster ongoing discussions to identify, manage and mitigate
risks.
We maintain strong communication about risk and we have
a culture of collaboration in decision-making among the
revenue-producing units, independent control and support
functions, committees and senior management. While our
revenue-producing units are responsible for management of
their risk, we dedicate extensive resources to independent
control and support functions in order to ensure a strong
oversight structure and an appropriate segregation of
duties. We regularly reinforce our strong culture of
escalation and accountability across all functions.
Goldman Sachs 2017 Form 10-K
77
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
Processes. We maintain various processes and procedures
that are critical components of our risk management
framework,
including identifying, assessing, monitoring
and limiting our risks.
To effectively assess and monitor 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
inventory
transparent and realistic insight
exposures.
into our
We also apply a rigorous 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 and
thresholds included in our risk appetite statement, at
firmwide, business and product levels. In addition, the
Firmwide Risk Committee is responsible for approving our
risk limits framework, subject to the overall limits approved
by the Risk Committee of the Board, at a variety of levels
and monitoring these limits on a daily basis. The Risk
Governance Committee (through delegated authority from
the Firmwide Risk Committee) is responsible for approving
limits at firmwide, business and product levels. Certain
limits may be set at levels that will require periodic
levels which reflect our
adjustment,
maximum risk appetite. This fosters an ongoing dialogue
on risk among revenue-producing units,
independent
control and support functions, committees and senior
management, as well as rapid escalation of risk-related
matters. See “Liquidity Risk Management,” “Market Risk
Management” and “Credit Risk Management” for further
information about our risk limits.
than at
rather
Active management of our positions is another important
process. Proactive mitigation of our market and credit
exposures minimizes the risk that we will be required to
take outsized actions during periods of stress.
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 are
comprehensive, reliable and timely. We devote significant
time and resources to our risk management technology to
ensure that it consistently provides us with complete,
accurate and timely information.
78
Goldman Sachs 2017 Form 10-K
People. Even the best technology serves only as a tool for
helping to make informed decisions in real time about the
risks we are taking. Ultimately, effective risk management
requires our people to interpret our risk data on an ongoing
and timely basis and adjust risk positions accordingly. In
both our revenue-producing units and our independent
control and support
the experience of our
functions,
professionals, and their understanding of the nuances and
limitations of each risk measure, guide us in assessing
exposures and maintaining them within prudent levels.
We reinforce a culture of effective risk management,
consistent with our risk appetite statement, in our training
and development programs, as well as the way we evaluate
performance, and recognize and reward our people. Our
training and development programs,
including certain
sessions led by our most senior leaders, are focused on the
importance of risk management, client relationships and
reputational excellence. As part of our annual performance
review process, we assess reputational excellence including
how an employee exercises good risk management and
reputational judgment, and adheres to our code of conduct
and compliance policies. Our review and reward processes
are designed to communicate and reinforce to our
professionals the link between behavior and how people are
recognized, the need to focus on our clients and our
reputation, and the need to always act in accordance with
our highest standards.
Structure
Ultimate oversight of risk is the responsibility of our Board.
The Board oversees risk both directly and through its
committees, including its Risk Committee. We have a series
of committees with specific risk management mandates that
have oversight or decision-making responsibilities for risk
management activities. Committee membership generally
consists of senior managers from both our revenue-
producing units and our independent control and support
functions. We have established procedures for these
committees to ensure that appropriate information barriers
are in place. Our primary risk committees, most of which
also have additional sub-committees or working groups,
are described below. In addition to these committees, we
have other
risk-oriented committees which provide
for different businesses, activities, products,
oversight
committees have
regions and entities. All of our
responsibility for considering the impact of transactions
and activities, which they oversee, on our reputation.
Membership of our risk committees is reviewed regularly
and updated to reflect changes in the responsibilities of the
committee members. Accordingly, the length of time that
members serve on the respective committees varies as
determined by the committee chairs and based on the
responsibilities of the members.
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
In addition, independent control and support functions,
which report to the chief executive officer, the presidents
and co-chief operating officers, the chief financial officer or
the chief risk officer, are responsible for day-to-day
oversight or monitoring of risk, as illustrated in the chart
below and as described in greater detail in the following
sections.
Internal Audit, which reports to the Audit
Committee of the Board and includes professionals with a
broad range of audit and industry experience, including risk
management expertise,
is responsible for independently
assessing and validating key controls within the risk
management framework.
The chart below presents an overview of our
risk
management governance structure, including the reporting
relationships of our independent control and support
functions.
Internal Audit
Corporate Oversight
Board of Directors
Board Committees
Senior Management Oversight
Chief Executive Officer
Presidents/Co-Chief Operating Officers
Chief Financial Officer
Committee Oversight
Management Committee
Chief Risk Officer
Firmwide Client and Business
Standards Committee
Firmwide Risk
Committee
Firmwide Enterprise Risk
Committee
Revenue-Producing Units
Independent Control and
Support Functions
Chief Executive Officer
Compliance
Legal
Presidents/Co-Chief Operating Officers
Conflicts
Human Capital Management
Chief Financial Officer
Chief Risk Officer
Controllers
Operations
Tax
Technology
Treasury
Credit Risk Management
Liquidity Risk Management
Market Risk Management
Model Risk Management
Operational Risk Management
Management Committee. The Management Committee
oversees our global activities,
including all of our
independent control and support functions. It provides this
oversight directly and through authority delegated to
committees it has 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.
Firmwide Client and Business Standards Committee.
The Firmwide Client and Business Standards Committee
assesses and makes determinations regarding business
standards and practices, reputational risk management,
client relationships and client service, is chaired by one of
our presidents and co-chief operating officers, who is
appointed as chair by the chief executive officer, and
reports to the Management Committee. This committee
periodically updates and receives guidance from the Public
Responsibilities Committee of the Board. This committee
has also established certain committees that report to it,
and Business Standards
including divisional Client
Committees and risk-related committees. The following are
the risk-related committees that report to the Firmwide
Client and Business Standards Committee:
‰ Firmwide Reputational Risk Committee. The
Firmwide Reputational Risk Committee is responsible for
assessing reputational risks arising from transactions that
have been identified as requiring mandatory escalation to
the Firmwide Reputational Risk Committee or that
otherwise have potential heightened reputational risk.
This committee is chaired by one of our presidents and
co-chief operating officers, who is appointed as chair by
the chief executive officer, and the vice-chairs are the head
of Compliance and the head of the Conflicts Resolution
Group, who are appointed as vice-chairs by the chair of
the Firmwide Client and Business Standards 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 the
deputy head of Compliance, and the co-chief operating
officer of Fixed Income, Currency and Commodities, who
are appointed as co-chairs by the chair of the Firmwide
Client and Business Standards Committee.
Goldman Sachs 2017 Form 10-K
79
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
for
is globally responsible
Firmwide Risk Committee. The Firmwide Risk
Committee
the ongoing
monitoring and management of our financial risks. The
Firmwide Risk Committee approves our financial risk
limits framework, metrics and methodologies, and reviews
results of stress tests and scenario analyses. This committee
is co-chaired by our chief financial officer and our chief risk
officer, who are appointed as co-chairs by the chief
executive officer, and reports
to the Management
Committee. The following are the primary committees that
report to the Firmwide Risk Committee:
‰ Firmwide Finance Committee. The Firmwide Finance
Committee has oversight responsibility for liquidity risk,
the size and composition of our balance sheet and capital
base, and credit ratings. This committee regularly reviews
funding position and
our
capitalization, approves related policies, and makes
recommendations as to any adjustments to be made in
light of current events, risks, exposures and regulatory
requirements. As a part of such oversight, among other
things, this committee reviews and approves balance
sheet limits and the size of our GCLA. This committee is
co-chaired by our chief risk officer and our global
treasurer, who are appointed as co-chairs by the
Firmwide Risk Committee.
liquidity, balance sheet,
Investment
Policy Committee
‰ Firmwide Investment Policy Committee. The
Firmwide
reviews,
approves, sets policies, and provides oversight for certain
illiquid principal investments, including review of risk
management and controls for these types of investments.
This committee is co-chaired by the head of our Merchant
Banking Division, a co-head of our Securities Division
and a deputy general counsel, who are appointed as
co-chairs by our presidents and co-chief operating officers
and our chief financial officer.
‰ Firmwide Volcker Oversight Committee. The
Firmwide Volcker Oversight Committee is responsible for
the oversight and periodic review of the implementation
of our Volcker Rule compliance program, as approved by
the Board, and other Volcker Rule-related matters. This
committee is co-chaired by a deputy chief risk officer and
the deputy head of Compliance, who are appointed as
co-chairs by the co-chairs of
the Firmwide Risk
Committee.
‰ Risk Governance Committee. The Risk Governance
Committee (through delegated authority from the
Firmwide Risk Committee) is globally responsible for the
ongoing approval and monitoring of risk frameworks,
policies, parameters and limits, at firmwide, business and
product levels. This committee is chaired by our chief risk
officer, who is appointed as chair by the co-chairs of the
Firmwide Risk Committee.
80
Goldman Sachs 2017 Form 10-K
The following committees report jointly to the Firmwide
Risk Committee and the Firmwide Client and Business
Standards 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
and reputational standards for underwritings and capital
commitments are maintained on a global basis. This
committee is co-chaired by the head of Americas Credit
Risk Management, and the head of the EMEA Financing
Group. The co-chairs of the Firmwide Capital Committee
are appointed by the co-chairs of the Firmwide Risk
Committee.
to
that
ensure
designed
procedures
‰ 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
legal,
reputational, regulatory and business standards are
maintained on a global basis. In addition to reviewing
specific
periodically
this
conducts general strategic reviews of sectors and products
and establishes policies in connection with transaction
practices. This committee is co-chaired by the co-head of
the Industrials group in our Investment Banking Division,
our chief underwriting officer, and a managing director in
Risk Management, who are appointed as co-chairs by the
chair of the Firmwide Client and Business Standards
Committee.
transactions,
committee
Firmwide Enterprise Risk Committee. The Firmwide
Enterprise Risk Committee is responsible for the ongoing
review, approval and monitoring of the ERM framework
and for providing oversight of our aggregate financial and
nonfinancial risks. This committee is co-chaired by one of
our presidents and co-chief operating officers and our chief
risk officer, who are appointed as co-chairs by our chief
executive officer, and reports
to the Management
Committee. The following are the primary committees that
report to the Firmwide Enterprise Risk Committee:
‰ 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 co-chaired by the head of
regulatory control and the co-head of EMEA FICC sales,
who are appointed as co-chairs by the chairs of the
Firmwide Enterprise Risk Committee.
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
‰ Firmwide Model Risk Control Committee. The
Firmwide Model Risk Control Committee is responsible
for oversight of the development and implementation of
model risk controls, which includes governance, policies
and procedures related to our reliance on financial
models. This committee is chaired by a deputy chief risk
officer, who is appointed as chair by the chairs of the
Firmwide Enterprise Risk Committee.
‰ Firmwide
Conduct
Operational
Risk
and
Committee. The Firmwide Conduct and Operational
Risk Committee is globally responsible for the ongoing
approval and monitoring of the frameworks, policies,
parameters and limits which govern our conduct and
operational risks. This committee is co-chaired by a
managing director in Global Compliance and the head of
Operational Risk Management, who are appointed as
co-chairs by the chairs of the Firmwide Enterprise Risk
Committee.
‰ Firmwide Technology Risk Committee. The Firmwide
Technology Risk Committee reviews matters related to
the design, development, deployment and use of
technology. This committee oversees cyber security
matters, as well as
technology risk management
frameworks and methodologies, and monitors their
effectiveness. This committee is co-chaired by our chief
information officer and the head of Global Investment
Research, who are appointed as co-chairs by the chairs of
the Firmwide Enterprise Risk Committee.
is
‰ Global Business Resilience Committee. The Global
Business Resilience Committee
for
oversight of business resilience initiatives, promoting
increased levels of security and resilience, and reviewing
certain operating risks related to business resilience. This
committee is chaired by our chief administrative officer,
who is appointed as chair by the chairs of the Firmwide
Enterprise Risk Committee.
responsible
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 the entire firm.
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, Legal and Compliance, the
Firmwide Client and Business Standards Committee, and
other 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 reviews financing and
advisory assignments in Investment Banking and certain of
our investing, lending and other activities. In addition, we
have various transaction oversight committees, such as the
Firmwide Capital, Commitments
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. Conflicts reports to one of
our presidents and co-chief operating officers.
and
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.
Goldman Sachs 2017 Form 10-K
81
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
Liquidity Risk Management
industry, or market
Overview
Liquidity risk is the risk that we will be unable to fund the
firm or meet our liquidity needs in the event of firm-specific,
broader
liquidity stress events.
Liquidity is of critical importance to us, as most of the
failures of financial institutions have occurred in large part
due to insufficient liquidity. Accordingly, we have in place a
comprehensive and conservative set of
liquidity and
funding policies. Our principal objective is to be able to
fund the firm and to enable our core businesses to continue
to serve clients and generate revenues, even under adverse
circumstances.
Treasury has the primary responsibility for assessing,
monitoring and managing our liquidity and funding
strategy. Treasury is independent of the revenue-producing
units and reports to our chief financial officer.
is an independent
Liquidity Risk Management
risk
management function responsible for control and oversight
of our liquidity risk management framework, including
stress
testing and limit governance. Liquidity Risk
Management is independent of the revenue-producing units
and Treasury, and reports to our chief risk officer.
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.
Global Core Liquid Assets. GCLA is liquidity that we
maintain to meet a broad range of potential cash outflows
and collateral needs in a stressed environment. Our most
important liquidity policy 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
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.
from maturities of
Our GCLA reflects the following principles:
‰ The first days or weeks of a liquidity crisis are the most
critical to a company’s survival;
82
Goldman Sachs 2017 Form 10-K
and
collateral
requirements
credit-sensitive
‰ 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
including market
are determined by many factors,
movements,
client
commitments, all of which can change dramatically in a
difficult funding environment;
‰ During a liquidity crisis,
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 debt 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., Funding IHC
and bank
and Group Inc.’s major broker-dealer
subsidiaries, asset types, and clearing agents to provide 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.
We believe that our GCLA provides us with a resilient
source of funds that would be available in advance of
potential cash and collateral outflows and gives us
significant
flexibility in managing through a difficult
funding environment.
liquidity
Asset-Liability Management. Our
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 details;
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
‰ Actively managing and monitoring our asset base, with
particular focus on the liquidity, holding period and our
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 details on our balance sheet management process
and “— Funding Sources — Secured Funding” for further
details on 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 Finance Committee on a quarterly basis. In
addition, senior managers in our independent control and
support functions regularly analyze, and the Firmwide
Finance Committee reviews, our consolidated total capital
position (unsecured long-term borrowings plus
total
shareholders’ equity) so 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 first
use our GCLA in order to avoid reliance on asset sales
(other than our GCLA). However, we recognize that
orderly asset sales may be prudent or necessary in a severe
or persistent liquidity crisis.
Subsidiary Funding Policies
The majority of our unsecured funding is raised by Group
Inc., which lends 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
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,
and
unsecured borrowings.
including deposits,
secured funding
to meet
their
intercompany funding policies assume
Our
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.
invested in GS&Co.,
Group Inc. has provided substantial amounts of equity and
subordinated indebtedness, directly or indirectly, to its
regulated subsidiaries. For example, as of December 2017,
Group Inc. had $29.60 billion of equity and subordinated
its principal U.S.
indebtedness
registered broker-dealer; $37.19 billion invested in GSI, a
regulated U.K. broker-dealer; $2.69 billion invested in
GSJCL, a regulated Japanese broker-dealer; $27.56 billion
invested in GS Bank USA, a regulated New York State-
chartered bank; and $3.86 billion invested in GSIB, a
regulated U.K. bank. Group Inc. also provided, directly or
indirectly, $114.98 billion of unsubordinated loans
and
(including
$13.38 billion of collateral and cash deposits to these
entities, substantially all of which was to GS&Co., GSI,
GSJCL and GS Bank USA, as of December 2017. In
addition, as of December 2017, Group Inc. had significant
amounts of capital
invested in and loans to its other
regulated subsidiaries.
secured loans of $50.59 billion),
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
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.
in detail our potential
responses
Goldman Sachs 2017 Form 10-K
83
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
The contingency funding plan identifies key groups of
individuals to foster effective coordination, control and
distribution of information, all of which are critical in the
management of a crisis or period of market stress. The
contingency funding plan also details the responsibilities of
these groups and individuals, which include making and
disseminating key decisions, coordinating all contingency
activities throughout the duration of the crisis or period of
liquidity maintenance
market
activities
external
communication.
and managing
implementing
internal
stress,
and
Liquidity Stress Tests
In order to determine the appropriate size of our GCLA, we
use an internal liquidity model, referred to as the Modeled
Liquidity Outflow, which captures and quantifies our
liquidity risks. We also consider other factors including, but
not limited to, an assessment of our potential intraday
liquidity needs through an additional
liquidity
model, referred to as the Intraday Liquidity Model, the
testing models, our
results of 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.
long-term stress
internal
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, including low
consumer and corporate confidence,
financial and
political instability, 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
executive
damage,
losses,
departure, and/or a ratings downgrade.
reputational
litigation,
The following are the critical modeling parameters of the
Modeled Liquidity Outflow:
‰ Liquidity needs over a 30-day scenario;
‰ A two-notch downgrade of our
long-term senior
unsecured credit ratings;
‰ A combination of
contractual outflows,
such as
upcoming maturities of unsecured debt, and contingent
outflows (e.g., actions though not contractually required,
we may deem necessary in a crisis). We assume that most
contingent outflows will occur within the initial days and
weeks of a crisis;
84
Goldman Sachs 2017 Form 10-K
‰ No issuance of equity or unsecured debt;
‰ 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
‰ No asset liquidation, other than the GCLA.
The potential contractual and contingent cash and
collateral outflows covered in our Modeled Liquidity
Outflow include:
Unsecured Funding
‰ Contractual: All upcoming maturities of unsecured long-
term debt, commercial paper, and other unsecured
funding products. We assume that we will be unable to
issue new unsecured debt or rollover any maturing debt.
‰ Contingent: Repurchases of our outstanding long-term
debt, commercial paper and hybrid financial instruments
in the ordinary course of business as a market maker.
Deposits
‰ Contractual: All upcoming maturities of term deposits.
We assume that we will be unable to raise new term
deposits or rollover any maturing term deposits.
‰ Contingent: Partial withdrawals of deposits that have no
contractual maturity. The withdrawal assumptions
reflect, among other factors, the type of deposit, whether
the deposit is insured or uninsured, and our relationship
with the depositor.
Secured Funding
‰ Contractual: A portion of upcoming contractual
maturities of secured funding due to either the inability to
refinance or the ability to refinance only at wider haircuts
(i.e., on terms which require us to post additional
collateral). Our assumptions reflect, among other factors,
the quality of the underlying collateral, counterparty roll
probabilities
the counterparty’s
likelihood of continuing to provide funding on a secured
basis at the maturity of the trade) and counterparty
concentration.
(our assessment of
‰ Contingent: Adverse changes in the value of financial
assets pledged as collateral for financing transactions,
which would necessitate additional collateral postings
under those transactions.
OTC Derivatives
‰ Contingent: Collateral postings to counterparties due to
adverse changes in the value of our OTC derivatives,
excluding those that are cleared and settled through
central counterparties (OTC-cleared).
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
‰ Contingent: Other outflows of cash or collateral related
to OTC derivatives, excluding OTC-cleared, including
the impact of trade terminations, collateral substitutions,
rehypothecation rights,
collateral disputes,
collateral calls or termination payments required by a
two-notch downgrade in our credit ratings, and collateral
that has not been called by counterparties, but is available
to them.
loss of
Exchange-Traded and OTC-cleared Derivatives
‰ Contingent: Variation margin postings required due to
in the value of our outstanding
adverse changes
exchange-traded and OTC-cleared derivatives.
‰ Contingent: An increase in initial margin and guaranty
fund requirements by derivative clearing houses.
Customer Cash and Securities
‰ Contingent: Liquidity outflows associated with our prime
brokerage business, including withdrawals of customer
credit balances, and a reduction in customer short
positions, which may serve as a funding source for long
positions.
Securities
‰ Contingent: Liquidity outflows associated with a
reduction or composition change in our short positions,
which may serve as a funding source for long positions.
Unfunded Commitments
‰ Contingent: Draws on our unfunded commitments. Draw
assumptions reflect, among other things, the type of
commitment and counterparty.
Other
‰ Other upcoming large cash outflows, such as tax
payments.
Intraday Liquidity Model. Our Intraday Liquidity Model
measures our intraday liquidity needs using a scenario
analysis characterized by the same qualitative elements as
our Modeled Liquidity Outflow. The model assesses the
risk of increased intraday liquidity requirements during a
scenario where access to sources of intraday liquidity may
become constrained.
The following are key modeling elements of the Intraday
Liquidity Model:
‰ Liquidity needs over a one-day settlement period;
‰ Delays in receipt of counterparty cash payments;
‰ A reduction in the availability of intraday credit lines at
our third-party clearing agents; and
‰ Higher settlement volumes due to an increase in 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.
We also perform stress tests on a regular basis as part of our
routine risk management processes and conduct tailored
stress tests on an ad hoc or product-specific basis in
response to market developments.
Resolution Liquidity Models. In connection with our
resolution planning efforts, we have established our RLAP
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 RLEN framework,
which measures
liquidity needs of our major
subsidiaries to stabilize and wind-down following a Group
Inc. bankruptcy filing in accordance with our preferred
resolution strategy.
the
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.
Model Review and Validation
Treasury regularly refines our Modeled Liquidity Outflow,
Intraday Liquidity Model and our other stress testing
models to reflect changes in market or economic conditions
including model
and our business mix. Any changes,
assumptions, are assessed and approved by Liquidity Risk
Management.
Model Risk Management is responsible for the independent
review and validation of our liquidity models. See “Model
Risk Management” for further information about the
review and validation of these models.
Limits
We use liquidity 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. The purpose of the
firmwide limits
in
senior management
to assist
monitoring and controlling our overall liquidity profile.
is
Goldman Sachs 2017 Form 10-K
85
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
The Risk Committee of the Board and the Firmwide
Finance Committee approve liquidity risk limits at the
firmwide level. Limits are reviewed frequently and
amended, with required approvals, on a permanent and
temporary basis, as appropriate, to reflect changing market
or business conditions.
Our liquidity risk limits are monitored by Treasury and
Liquidity Risk Management. Treasury is responsible for
identifying and escalating, 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, an assessment of
our potential
intraday liquidity needs and a qualitative
assessment of our condition, as well as the financial markets,
we believe our liquidity position as of both December 2017
and December 2016 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
liquid
unencumbered securities or committed credit facilities.
liquidity in our GCLA,
such as
less
The table below presents the average fair value of the
securities and certain overnight cash deposits that are
included in our GCLA.
$ in millions
U.S. dollar-denominated
Non-U.S. dollar-denominated
Total
Average for the
Year Ended December
2017
2016
$155,020
63,528
$218,548
$155,123
55,980
$211,103
The table below presents the average fair value of our
GCLA by asset class.
$ in millions
Overnight cash deposits
U.S. government obligations
U.S. agency obligations
Non-U.S. government obligations
Total
Average for the
Year Ended December
2017
2016
$ 93,617
75,108
11,813
38,010
$218,548
$ 92,336
68,708
13,645
36,414
$211,103
unencumbered U.S.
In the tables above:
‰ The U.S. dollar-denominated GCLA consists of
agency
(i)
obligations
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.
and
liquid U.S.
(including highly
government
‰ The non-U.S. dollar-denominated GCLA consists of
non-U.S. government obligations (only unencumbered
Japanese and U.K. government
German, French,
obligations) and certain overnight cash deposits in highly
liquid currencies.
86
Goldman Sachs 2017 Form 10-K
The table below presents the average GCLA of Group Inc.
and Funding IHC, and Group Inc.’s major broker-dealer
and bank subsidiaries.
$ in millions
Group Inc. and Funding IHC
Major broker-dealer subsidiaries
Major bank subsidiaries
Total
Average for the
Year Ended December
2017
2016
$ 37,507
98,160
82,881
$218,548
$ 43,638
86,519
80,946
$211,103
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
consolidated requirement for Group Inc., as well as a
standalone requirement for each of our major broker-dealer
and bank subsidiaries. During the second quarter of 2017,
in connection with our resolution plan, Group Inc.
transferred substantially all of its GCLA to Funding IHC.
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
liquidity
requirements and is assumed not to be available to Group
Inc. or Funding IHC unless (i) legally provided for and
(ii)
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.
there are no additional regulatory,
subsidiary to meet
its
instruments,
Other Unencumbered Assets. In addition to our GCLA,
we have a significant amount of other unencumbered cash
and financial
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 $158.41 billion and
$142.33 billion for 2017 and 2016, respectively. We do not
consider these assets liquid enough to be eligible for our
GCLA.
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
Liquidity Regulatory Framework
As a BHC, we are subject to the U.S. federal bank
regulatory agencies’ LCR rule. 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%.
The table below presents information about our average
daily LCR.
$ in millions
Total HQLA
Eligible HQLA
Net cash outflows
LCR
Average for the Three Months
Ended December 2017
$219,108
$162,829
$123,518
132%
We expect that fluctuations in client activity, business mix
and the overall market environment will
impact our
average LCR in the future.
In addition, the U.S. federal bank regulatory agencies have
issued a proposed rule that calls for a net stable funding
ratio (NSFR) for large U.S. banking organizations. The
proposal would require banking organizations to ensure
they have access to stable funding over a one-year time
horizon. The proposed rule includes quarterly disclosure of
the ratio, as well as a description of
the banking
organization’s stable funding sources. The U.S. federal
bank regulatory agencies have not released the final rule.
We expect that we will be compliant with the NSFR
requirement by the effective date of the final rule.
The following is information on our subsidiary liquidity
regulatory requirements:
‰ GS Bank USA. GS Bank USA is subject to minimum
liquidity standards under the LCR rule approved by the
U.S.
of
December 2017, GS Bank USA’s LCR exceeded the
minimum requirement. The U.S. federal bank regulatory
agencies’ proposed NSFR requirement described above
would also apply to GS Bank USA.
agencies. As
regulatory
federal
bank
in
became
the U.K.
‰ GSI. The LCR rule issued by the U.K. regulatory
authorities
on
effective
October 1, 2015, with a phase-in period whereby certain
financial institutions, including GSI, were required to
have an 80% minimum ratio initially, increasing to 90%
on January 1, 2017 and 100% on January 1, 2018. GSI’s
average monthly LCR for the trailing twelve-month
period ended December 2017 exceeded the minimum
requirement.
‰ Other Subsidiaries. We monitor the local regulatory
liquidity requirements of our subsidiaries to ensure
compliance. For many of our
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.
subsidiaries,
The implementation of these rules, and any amendments
adopted by the applicable regulatory authorities, could
impact our
liquidity and funding requirements and
practices in the future.
Credit Ratings
We rely on the short-term 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
this 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. by DBRS, Inc. (DBRS), Fitch, Inc.
(Fitch), Moody’s Investors Service (Moody’s), Rating and
Investment
(R&I), and Standard &
Inc.
Poor’s Ratings Services (S&P).
Information,
As of December 2017
DBRS
Fitch Moody’s
R&I
S&P
Short-term debt
Long-term debt
Subordinated debt
Trust preferred
Preferred stock
Ratings outlook
R-1 (middle)
A (high)
A
A
BBB (high)
F1
A
A-
BBB-
BB+
Stable Stable
P-2
A3
Baa2
Baa3
Ba1
A-2
BBB+
BBB-
BB
BB
Stable Stable Stable
a-1
A
A-
N/A
N/A
In the table above:
‰ 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.
Goldman Sachs 2017 Form 10-K
87
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
The table below presents the unsecured credit ratings and
outlook of GS Bank USA, GSIB, GS&Co. and GSI, by
Fitch, Moody’s and S&P.
GS Bank USA
Short-term debt
Long-term debt
Short-term bank deposits
Long-term bank deposits
Ratings outlook
GSIB
Short-term debt
Long-term debt
Short-term bank deposits
Long-term bank deposits
Ratings outlook
GS&Co.
Short-term debt
Long-term debt
Ratings outlook
GSI
Short-term debt
Long-term debt
Ratings outlook
As of December 2017
Fitch
Moody’s
S&P
F1
A+
F1+
AA-
Stable
F1
A
F1
A
Stable
F1
A+
Stable
F1
A
Stable
P-1
A1
P-1
A1
Stable
P-1
A1
P-1
A1
Stable
N/A
N/A
N/A
P-1
A1
Stable
A-1
A+
N/A
N/A
Stable
A-1
A+
N/A
N/A
Stable
A-1
A+
Stable
A-1
A+
Stable
We believe our credit ratings are primarily based on the
credit rating agencies’ assessment of:
‰ Our
liquidity, market, credit and operational
risk
management practices;
‰ The level and variability of our 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
such as
support or other
potential resolution.
systemic considerations,
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.
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Goldman Sachs 2017 Form 10-K
See Note 7 to the consolidated financial statements for
further information about derivatives with credit-related
features and the additional collateral or
contingent
related to our net derivative
termination payments
liabilities under bilateral agreements that could have been
called by counterparties in the event of a one-notch and
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.
Year Ended December 2017. Our cash and cash
equivalents decreased by $11.66 billion to $110.05 billion
at the end of 2017. We used $17.74 billion in net cash for
operating activities, reflecting a decrease in the net liability
for receivables and payables due to client activity. We used
$29.12 billion in net cash for investing activities, primarily
to fund loans receivable to corporate borrowers and loans
backed by real estate and investments in U.S. government
and agency obligations accounted for as available-for-sale
securities. We generated $35.20 billion in net cash from
issuances of
financing activities, primarily from net
in
unsecured long-term borrowings
institutional deposits and Marcus deposits, partially offset
by repurchases of common stock.
and increases
Year Ended December 2016. Our cash and cash
equivalents increased by $28.27 billion to $121.71 billion
at the end of 2016. We generated $9.27 billion in net cash
from investing activities, primarily from net cash acquired
in business acquisitions. We generated $19.00 billion in net
cash from financing activities and operating activities,
primarily from increases in deposits and from net issuances
of unsecured long-term borrowings, partially offset by
repurchases of common stock.
Year Ended December 2015. Our cash and cash
equivalents increased by $18.41 billion to $93.44 billion at
the end of 2015. We used $18.57 billion in net cash for
investing activities, primarily due to funding of loans
receivable. We generated $36.99 billion in net cash from
financing activities and operating activities primarily from
net issuances of long-term borrowings and bank deposits,
partially offset by repurchases of common stock.
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
Market Risk Management
Overview
Market risk is the risk of loss in the value of our inventory,
as well as certain other financial assets and financial
liabilities, due to changes in market conditions. We employ
a variety of risk measures, each described in the respective
sections below, to monitor market risk. We hold inventory
primarily for market making for our clients and for our
investing and lending activities. Our inventory therefore
changes based on client demands and our investment
opportunities. Our inventory is accounted for at fair value
and therefore fluctuates on a daily basis, with the related
gains and losses included in market making and other
principal transactions. 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
forward prices and volatilities of
in spot prices,
commodities, such as crude oil, petroleum products,
natural gas, electricity, and precious and base metals.
Market Risk Management, which is independent of the
revenue-producing units and reports to our chief risk
officer, has primary responsibility for assessing, monitoring
and managing our market risk. We monitor and control
risks through strong firmwide oversight and independent
control and support functions across our global businesses.
Managers in revenue-producing units and Market Risk
Management discuss market information, positions and
estimated risk and loss scenarios on an ongoing basis.
Managers in revenue-producing units 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
We manage our market risk by diversifying exposures,
controlling position sizes and establishing economic hedges
in related securities or derivatives. This process includes:
‰ Accurate and timely exposure information incorporating
multiple risk metrics;
‰ A dynamic limit setting framework; and
‰ Constant
communication among revenue-producing
units, risk managers and senior management.
Risk Measures
Market Risk Management produces risk measures and
monitors 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
losses for both moderate and more extreme
potential
market moves over both short-term and long-term time
horizons. Our primary risk measures are VaR, which is
used for shorter-term periods, and 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 control and support 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 interest rates,
equity prices, currency rates and commodity prices. As
such, VaR facilitates comparison across portfolios of
different
the
risk characteristics. VaR also captures
diversification of aggregated risk at the firmwide level.
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.
Goldman Sachs 2017 Form 10-K
89
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
When calculating VaR, we use historical simulations with
full valuation of approximately 70,000 market factors.
VaR is
calculated at a position level based on
simultaneously shocking the relevant market risk factors
for that position. 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 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.
Stress Testing. Stress testing is a method of determining
the effect of various hypothetical stress scenarios. We use
stress testing 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 sensitivity analysis, scenario analysis
and firmwide stress tests. The results of our various stress
tests are analyzed together for risk management purposes.
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.
90
Goldman Sachs 2017 Form 10-K
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
testing we calculate potential direct exposure
stress
associated with our sovereign inventory, as well as the
corresponding debt,
equity and currency exposures
associated with our non-sovereign inventory that may be
impacted by the sovereign distress. When conducting
scenario analysis, we typically consider a number of
possible outcomes
ranging from
moderate to severely adverse market impacts. In addition,
these stress tests are constructed using both historical events
and forward-looking hypothetical scenarios.
for each scenario,
stress
testing
combines market,
Firmwide
credit,
operational and liquidity risks into a single combined
scenario. Firmwide stress tests are primarily used to assess
capital adequacy as part of our capital planning and stress
testing process; however, firmwide stress testing is also
integrated into our risk governance framework. This
includes selecting appropriate scenarios to use for our
capital planning and stress testing process. See “Equity
Capital Management and Regulatory Capital — Equity
Capital Management” above for further information.
Unlike VaR measures, which have an implied probability
because they are calculated at a specified confidence level,
there is generally no implied probability that our stress test
scenarios will occur. Instead, stress tests are used to model
both moderate and more extreme moves in underlying
market
loss, we
factors. When estimating potential
generally assume that our positions cannot be reduced or
hedged (although experience demonstrates that we are
generally able to do so).
Stress test scenarios are conducted on a regular basis as part
of our routine risk management process and on an ad hoc
basis in response to market events or concerns. Stress
testing is an important part of our risk management process
because 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.
Limits. We use risk limits at various levels (including
firmwide, business and product) to govern our risk appetite
by controlling the size of our exposures to market risk.
Limits are set based on VaR and on a range of stress tests
relevant to our exposures. Limits are reviewed frequently
and amended on a permanent or temporary basis to reflect
changing market
conditions or
tolerance for risk.
conditions, business
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
The Risk Committee of the Board and the Risk Governance
Committee
from the
(through delegated authority
Firmwide Risk Committee) approve market risk limits and
levels,
sub-limits at
consistent with our risk appetite statement. In addition,
Market Risk Management (through delegated authority
from the Risk Governance Committee) sets market risk
limits and sub-limits at certain product and desk levels.
firmwide, business and product
The purpose of the firmwide limits is to assist senior
management
risk profile.
in controlling our overall
Sub-limits are set below the approved level of risk limits.
Sub-limits set the desired maximum amount of exposure
that may be managed by any particular business on a
day-to-day basis without additional
senior
management approval,
effectively leaving day-to-day
to individual desk managers and traders.
decisions
Accordingly, sub-limits are a management tool designed to
ensure appropriate escalation rather than to establish
maximum risk tolerance. Sub-limits also distribute risk
among various businesses in a manner that is consistent
with their level of activity and client demand, taking into
account the relative performance of each area.
levels of
Our market risk limits are monitored daily by Market Risk
Management, which is responsible for identifying and
escalating, on a timely basis, instances where limits have
been exceeded.
When a risk limit has been exceeded (e.g., due to positional
changes or changes in market conditions, such as increased
volatilities or changes in correlations), it is escalated to
senior managers in Market Risk Management and/or the
appropriate risk committee. Such instances are remediated
by an inventory reduction and/or a temporary or
permanent increase to the risk limit.
Model Review and Validation
Our VaR and stress testing models are regularly reviewed
by Market Risk Management and enhanced in order to
incorporate changes in the composition of positions
included in our market risk measures, as well as variations
in market conditions. Prior to implementing significant
changes to our assumptions and/or models, Model Risk
Management performs model validations. Significant
changes to our VaR and stress testing models are reviewed
with our chief risk officer and chief financial officer, and
approved by the Firmwide Risk Committee.
See “Model Risk Management” for further information
about the review and validation of these models.
Systems
We have made a significant investment in technology to
monitor market risk including:
‰ An independent calculation of VaR and stress measures;
‰ Risk measures calculated at individual position levels;
‰ Attribution of risk measures to individual risk factors of
each position;
‰ The ability to report many different views of the risk
measures (e.g., by desk, business, product type or entity);
and
‰ The ability to produce ad hoc analyses in a timely
manner.
Metrics
We analyze VaR at the firmwide level and a variety of more
detailed levels, including by risk category, business, and
region. The tables below present average daily VaR and
period-end VaR, as well as the high and low VaR for the
period. 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.
The table below presents average daily VaR by risk
category.
$ in millions
Interest rates
Equity prices
Currency rates
Commodity prices
Diversification effect
Total
Year Ended December
2017
$ 40
24
12
13
(35)
$ 54
2016
$ 45
25
21
17
(45)
$ 63
2015
$ 47
26
30
20
(47)
$ 76
Our average daily VaR decreased to $54 million in 2017
from $63 million in 2016, due to reductions across all risk
categories, partially offset by
in the
diversification effect. The overall decrease was primarily
due to lower levels of volatility.
a decrease
Our average daily VaR decreased to $63 million in 2016
from $76 million in 2015, due to reductions across all risk
categories, partially offset by
in the
diversification effect. The overall decrease was primarily
due to reduced exposures.
a decrease
Goldman Sachs 2017 Form 10-K
91
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
The table below presents period-end VaR by risk category.
The chart below reflects our daily VaR over the last four
quarters.
$ in millions
Interest rates
Equity prices
Currency rates
Commodity prices
Diversification effect
Total
As of December
2017
$ 48
31
7
9
(30)
$ 65
2016
$ 45
34
23
19
(39)
$ 82
2015
$ 43
24
31
17
(48)
$ 67
Our daily VaR decreased to $65 million as of
December 2017 from $82 million as of December 2016,
in the currency rates,
primarily due to reductions
commodity prices and equity prices categories, partially
offset by a decrease in the diversification effect and an
increase in the interest rates category. The overall decrease
was primarily due to lower levels of volatility.
Our daily VaR increased to $82 million as of
December 2016 from $67 million as of December 2015,
primarily due to an increase in the equity prices category
and a decrease in the diversification effect, partially offset
by a decrease in the currency rates category. The overall
increase was primarily due to increased exposures.
During 2017 and 2016, the firmwide VaR risk limit was
not exceeded, raised or reduced. During 2015, the firmwide
VaR risk limit was temporarily raised on two occasions in
order
in
March 2015, the firmwide VaR risk limit was reduced,
reflecting lower risk utilization over the prior year.
transactions. Separately,
to facilitate client
The table below presents high and low VaR by risk
category.
$ in millions
Interest rates
Equity prices
Currency rates
Commodity prices
Year Ended
December 2017
High
$57
$38
$28
$27
Low
$29
$17
$ 6
$ 7
The high and low total VaR was $86 million and
$37 million,
ended
December 2017.
respectively,
year
the
for
R
a
V
y
l
i
a
D
)
s
n
o
i
l
l
i
m
n
i
$
(
120
100
80
60
40
20
0
First Quarter
2017
Second Quarter
2017
Third Quarter
2017
Fourth Quarter
2017
The chart below presents the frequency distribution of our
daily net revenues for positions included in VaR for 2017.
100
80
60
40
20
0
s
y
a
D
f
o
r
e
b
m
u
N
79
80
24
7
0
0
0
37
20
4
<(100) (100)-(75) (75)-(50) (50)-(25)
(25)-0
0-25
25-50
50-75
75-100
>100
Daily Net Revenues
($ in millions)
Daily net revenues for positions included in VaR are
compared with VaR calculated as of the end of the prior
business day. Net losses incurred on a single day for such
positions did not exceed our 95% one-day VaR during
2017, 2016 and 2015 (i.e., a VaR exception).
During periods in which we have significantly more positive
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.
92
Goldman Sachs 2017 Form 10-K
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
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
market risk for positions, accounted for at fair value, that
are not included in VaR by asset category.
$ in millions
Equity
Debt
Total
As of December
2017
2016
2015
$2,096
1,606
$3,702
$2,085
1,702
$3,787
$2,157
1,479
$3,636
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 these positions.
‰ Equity positions relate to private and restricted public
equity securities, including interests in funds that invest in
corporate equities and real estate and interests in hedge
funds.
‰ Debt positions include interests in funds that invest in
corporate mezzanine and senior debt instruments, loans
backed by commercial and residential
real estate,
corporate bank loans and other corporate debt, including
acquired portfolios of distressed loans.
‰ Equity and debt funded positions are included in our
consolidated statements of financial condition in financial
instruments owned. See Note 6 to the consolidated
financial statements for further information about cash
instruments.
‰ These measures do not reflect the diversification effect
across asset categories or across other market risk
measures.
as
hedges)
Credit Spread Sensitivity on Derivatives and Financial
Liabilities. VaR excludes the impact of changes in
counterparty and our own credit 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)
on derivatives was a gain of $3 million and $2 million
(including
and
December 2016, respectively. 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 $35 million and
$25 million as of December 2017 and December 2016,
respectively. 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.
of December
2017
increase in interest
Interest Rate Sensitivity. Loans
receivable as of
December 2017 and December 2016 were $65.93 billion
and $49.67 billion, respectively, substantially all of which
had floating interest rates. As of December 2017 and
December 2016, the estimated sensitivity to a 100 basis
point
rates on such loans was
$527 million and $405 million, respectively, of additional
interest income over a twelve-month period, which does not
take into account the potential impact of an increase in
costs to fund such loans. See Note 9 to the consolidated
financial statements for further information about loans
receivable.
Other Market Risk Considerations
As of December 2017 and December 2016, we had
commitments and held loans for which we have obtained
credit loss protection from Sumitomo Mitsui Financial
Group, Inc. See Note 18 to the consolidated financial
statements for further information about such lending
commitments.
In addition, we make investments in securities that are
accounted for as available-for-sale and included in financial
instruments owned in the consolidated statements of
financial condition. See Note 6 to the consolidated financial
statements for further information.
We also make investments accounted for under the equity
method and we also make direct investments in real estate,
both of which are included in other assets. Direct
investments in real estate are accounted for at cost less
accumulated depreciation. See Note 13 to the consolidated
financial statements for further information about other
assets.
Goldman Sachs 2017 Form 10-K
93
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
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 statements of
condition 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 in the consolidated statements of
comprehensive income.
financial
in our
The table below presents certain categories
consolidated statements of financial condition and the
market risk measures used to assess those assets and
liabilities. Certain categories in the consolidated statements
of financial condition are incorporated in more than one
risk measure.
Categories in the Consolidated Statements
of Financial Condition
Market Risk Measures
Collateralized agreements
VaR
Receivables
Financial instruments owned
Deposits, at fair value
VaR
Interest Rate Sensitivity
VaR
10% Sensitivity Measures
Credit Spread Sensitivity —
Derivatives
Credit Spread Sensitivity —
Financial Liabilities
Collateralized financings
VaR
Financial instruments sold, but not yet
purchased
Unsecured short-term and long-term
borrowings, at fair value
VaR
Credit Spread Sensitivity —
Derivatives
VaR
Credit Spread Sensitivity —
Financial Liabilities
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
risk comes mostly from client
exposure
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 receivables from brokers, dealers,
clearing organizations, customers and counterparties.
to credit
94
Goldman Sachs 2017 Form 10-K
Credit Risk Management, which is independent of the
revenue-producing units and reports to our chief risk
officer, has primary responsibility for assessing, monitoring
and managing credit risk. The Firmwide Risk Committee
and the Risk Governance Committee establish and review
credit policies and parameters. In addition, we hold other
positions that give rise to credit risk (e.g., bonds held in our
inventory and secondary bank loans). These credit risks are
captured as a component of market risk measures, which
are monitored and managed by Market Risk Management,
consistent with other inventory positions. 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 Management.
Credit Risk Management Process
Effective management of credit risk requires accurate and
timely information, a high level of communication and
knowledge of
and
products. Our process for managing credit risk includes:
‰ Approving transactions and setting and communicating
customers,
countries,
industries
credit exposure limits;
‰ Establishing or approving underwriting standards;
‰ Monitoring compliance with established credit exposure
limits;
‰ Assessing the likelihood that a counterparty will default
on its payment obligations;
‰ Measuring our current and potential credit exposure and
losses resulting from counterparty default;
‰ Reporting of credit exposures to senior management, the
Board and regulators;
‰ Using credit risk mitigants,
including collateral and
hedging; and
‰ Communicating
and
independent control and support
operations, legal and compliance.
collaborating with
other
functions such as
analyses of our
the risk assessment process, Credit Risk
As part of
Management performs credit reviews, which include initial
and ongoing
counterparties. For
substantially all of our credit exposures, the core of our
process is an annual counterparty credit review. A credit
review is an independent analysis of the capacity and
willingness of a counterparty to meet
financial
obligations, resulting in an internal credit rating. The
determination of internal credit ratings also incorporates
assumptions with respect to the nature of and outlook for
the
economic
industry,
and
environment.
Senior personnel within Credit Risk
Management, with expertise in specific industries, inspect
and approve credit reviews and internal credit ratings.
counterparty’s
the
its
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
Our risk assessment process may also include, where
applicable,
such as
reviewing certain key metrics,
delinquency status, collateral values, FICO credit scores
and other risk factors.
Our global credit risk management systems capture credit
exposure to individual counterparties and on an aggregate
basis to counterparties and their subsidiaries (economic
groups). These systems also provide management with
comprehensive information on our aggregate credit risk by
product,
industry, country and
region.
internal credit rating,
Risk Measures and Limits
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
lending
commitments, the primary measure is a function of the
notional amount of the position.
arrangements.
loans
and
For
We use credit limits at various levels (e.g., counterparty,
industry and country), as well as
economic group,
underwriting standards to control the size and nature of our
credit exposures. Limits for counterparties and economic
groups are reviewed regularly and revised to reflect
changing risk appetites for a given counterparty or group of
counterparties. Limits for industries and countries are
based on our risk tolerance and are designed to allow for
regular monitoring, review, escalation and management of
credit risk concentrations.
The Risk Committee of the Board and the Risk Governance
Committee
from the
(through delegated authority
Firmwide Risk Committee) approve credit risk limits at
firmwide, business and product levels, consistent with our
risk appetite statement. Credit Risk Management (through
delegated authority from the Risk Governance Committee)
sets credit limits for individual counterparties, economic
groups, industries and countries. Policies authorized by the
Firmwide Risk Committee and the Risk Governance
Committee prescribe the level of formal approval required
for us to assume credit exposure to a counterparty across all
product areas, taking into account any applicable netting
provisions, collateral or other credit risk mitigants.
Stress Tests
We use 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 include a wide range of moderate and more
extreme market movements. Some of our stress tests
include 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, with a stress test there is generally no assumed
probability of these events occurring.
We perform stress tests on a regular basis as part of our
routine risk management processes and conduct tailored
stress tests on an ad hoc basis in response to market
developments. Stress tests are conducted jointly with our
market and liquidity risk functions.
Model Review and Validation
Our potential credit exposure and stress testing models, and
any changes to such models or assumptions, are reviewed
by Model Risk Management.
See “Model Risk
Management” for further information about the review
and validation of these models.
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
on a daily basis to ensure that our credit exposures are
appropriately
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.
collateralized. We
Goldman Sachs 2017 Form 10-K
95
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
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
counterparty’s
obligations. We may also mitigate our credit risk using
credit derivatives or participation agreements.
the
counterparties
Credit Exposures
As of December 2017, our aggregate credit exposure
increased as compared with December 2016, primarily
reflecting an increase in loans and lending commitments.
The percentage of our credit exposures arising from
non-investment-grade
(based on our
internally determined public rating agency equivalents)
increased as compared with December 2016, primarily
reflecting an increase in non-investment-grade loans and
lending
to
counterparties that defaulted during 2017 was higher as
compared with our credit exposure to counterparties that
defaulted during the prior year, and substantially all of such
exposure related to loans and lending commitments. Our
credit exposure to counterparties that defaulted during
2017 remained low, representing less than 0.5% of our
total credit exposure, and estimated losses, while higher
compared with the prior year, were still not material. Our
credit exposures are described further below.
commitments. Our
exposure
credit
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. To mitigate the risk of credit loss, we place
substantially all of our deposits with highly-rated banks
and central banks.
96
Goldman Sachs 2017 Form 10-K
The table below presents our credit exposure related to
unrestricted cash and cash equivalents by industry, region
and credit quality.
$ in millions
Credit Exposure by Industry
Funds
Financial Institutions
Sovereign
Total
Credit Exposure by Region
Americas
EMEA
Asia
Total
Cash as of December
2017
2016
$
–
15,609
76,000
$91,609
$58,300
20,625
12,684
$91,609
$
138
11,836
95,092
$107,066
$ 80,381
16,099
10,586
$107,066
Credit Exposure by Credit Quality (Credit Rating Equivalent)
AAA
AA
A
BBB
BB or lower
Total
$65,972
7,939
16,422
1,060
216
$91,609
$ 83,899
8,784
13,344
971
68
$107,066
The table above excludes cash segregated for regulatory
and other purposes of $18.44 billion and $14.65 billion as
of December 2017 and December 2016, respectively.
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.
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
into OTC derivatives
netting). We generally enter
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.
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
The table below presents our credit exposure related to
OTC derivatives by industry and region.
$ in millions
Credit Exposure by Industry
Funds
Financial Institutions
Consumer, Retail & Healthcare
Sovereign
Municipalities & Nonprofit
Natural Resources & Utilities
Real Estate
Technology, Media & Telecommunications
Diversified Industrials
Other (including Special Purpose Vehicles)
Total
Credit Exposure by Region
Americas
EMEA
Asia
Total
OTC Derivatives
as of December
2017
2016
$11,288
10,997
823
7,668
2,696
4,344
293
2,074
2,225
2,628
$45,036
$15,101
26,447
3,488
$45,036
$ 13,294
14,116
773
7,019
2,959
3,707
85
4,188
2,529
2,455
$ 51,125
$ 19,629
26,536
4,960
$ 51,125
The table below presents the distribution of our credit
exposure to OTC derivatives by tenor, both before and
after the effect of collateral and netting agreements.
$ in millions
As of December 2017
Less than 1 year
1 - 5 years
Greater than 5 years
Total
Netting
OTC derivative assets
Investment-
Grade
Non-Investment-
Grade / Unrated
Total
$ 16,232
23,817
62,103
102,152
(65,039)
$ 37,113
$ 4,854
5,465
4,441
14,760
(6,837)
$ 7,923
$ 21,086
29,282
66,544
116,912
(71,876)
$ 45,036
Net credit exposure
$ 22,366
$ 7,248
$ 29,614
As of December 2016
Less than 1 year
1 - 5 years
Greater than 5 years
Total
Netting
OTC derivative assets
$ 24,840
30,801
85,951
141,592
(96,493)
$ 45,099
$ 3,983
3,676
4,599
12,258
(6,232)
$ 6,026
$ 28,823
34,477
90,550
153,850
(102,725)
$ 51,125
Net credit exposure
$ 28,879
$ 4,922
$ 33,801
In the table above:
‰ Tenor is based on expected duration for mortgage-related
credit derivatives and generally on remaining contractual
maturity for other derivatives.
‰ Counterparty netting within the same tenor category is
included within such tenor category. Counterparty
netting across tenor categories, as well as cash collateral
received under enforceable credit support agreements, is
included in netting.
instruments owned,
‰ Net credit exposure represents OTC derivative assets,
included in financial
less cash
collateral and the fair value of securities collateral,
primarily U.S. government and agency obligations and
non-U.S. government and agency obligations, received
under credit support agreements, which management
considers when determining credit
such
collateral is not eligible for netting under U.S. GAAP.
risk, but
The tables below present the distribution of our credit
exposure to OTC derivatives by tenor and our internally
determined public rating agency equivalents.
$ in millions
AAA
AA
A
BBB
Total
As of December 2017
Investment-Grade
$
663 $ 3,028 $ 7,806 $ 4,735 $ 16,232
Less than 1 year
23,817
1 - 5 years
62,103
Greater than 5 years
102,152
Total
Netting
(65,039)
OTC derivative assets $ 2,479 $ 13,657 $ 9,495 $ 11,482 $ 37,113
11,975
21,857
41,638
(32,143)
4,770
16,990
24,788
(11,131)
5,841
19,993
30,569
(19,087)
1,231
3,263
5,157
(2,678)
Net credit exposure
$ 2,245 $ 8,140 $ 5,077 $ 6,904 $ 22,366
As of December 2016
Less than 1 year
1 - 5 years
Greater than 5 years
Total
Netting
OTC derivative assets
862
3,182
4,376
(1,860)
$ 332 $ 4,907 $ 12,595 $ 7,006 $ 24,840
30,801
12,814
85,951
19,682
141,592
45,091
(96,493)
(31,644)
$ 2,516 $ 14,110 $ 13,447 $ 15,026 $ 45,099
10,227
20,687
37,920
(22,894)
6,898
42,400
54,205
(40,095)
Net credit exposure
$ 2,283 $ 8,366 $ 8,401 $ 9,829 $ 28,879
$ in millions
As of December 2017
Less than 1 year
1 - 5 years
Greater than 5 years
Total
Netting
OTC derivative assets
Non-Investment-Grade / Unrated
BB or lower Unrated
Total
$ 4,603 $
5,458
4,401
14,462
(6,814)
$ 7,648 $
251 $ 4,854
5,465
7
4,441
40
14,760
298
(23)
(6,837)
275 $ 7,923
Net credit exposure
$ 7,044 $
204 $ 7,248
As of December 2016
Less than 1 year
1 - 5 years
Greater than 5 years
Total
Netting
OTC derivative assets
$ 3,661 $
3,653
4,437
11,751
(6,207)
$ 5,544 $
322 $ 3,983
3,676
23
4,599
162
12,258
507
(25)
(6,232)
482 $ 6,026
Net credit exposure
$ 4,569 $
353 $ 4,922
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.
Goldman Sachs 2017 Form 10-K
97
In addition, we extend unsecured loans to retail clients
through Marcus. The gross exposure related to such loans
was $1.91 billion and $208 million as of December 2017
and December 2016, respectively. See Note 9 to the
consolidated financial statements for further information
about the credit quality indicators of such loans.
We also purchase and have commitments to purchase
loans (including distressed loans) and securities. Such
loans and securities are primarily backed by residential
real estate. The gross exposure related to such loans and
lending
and
$5.38 billion as of December 2017 and December 2016,
respectively. Our regional net credit exposure related to
these activities was approximately 74% and 79% in the
Americas and approximately 26% and 21% in EMEA as
of December 2017 and December 2016, respectively.
commitments was
$10.24
billion
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 collateral
the counterparty exceeds the value of
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 obtained for
securities financing transactions primarily includes U.S.
government
and non-U.S.
government and agency obligations. We had $29.07 billion
and
$28.64 billion as of December 2017 and
December 2016, respectively, of credit exposure related to
securities financing transactions reflecting both netting
agreements and collateral that management considers when
determining credit risk. As of both December 2017 and
December 2016, substantially all of our credit exposure
related to securities financing transactions was with
investment-grade financial institutions, funds, governments
and municipalities and nonprofits, primarily located in the
Americas and EMEA.
and agency obligations
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
include
commercial
Lending. Our
‰ Commercial
lending
activities
lending to investment-grade and
non-investment-grade corporate borrowers. Loans and
lending commitments associated with these activities are
principally used for operating liquidity and general
corporate purposes or in connection with contingent
acquisitions. Corporate loans may be secured or
unsecured, depending on the loan purpose, the risk profile
of the borrower and other factors. Our commercial
lending activities also include extending loans
to
borrowers that are secured by commercial and other real
estate.
The table below presents our credit exposure related to
commercial loans and lending commitments by industry,
region and credit quality.
$ in millions
Credit Exposure by Industry
Funds
Financial Institutions
Consumer, Retail & Healthcare
Sovereign
Municipalities & Nonprofit
Natural Resources & Utilities
Real Estate
Technology, Media & Telecommunications
Diversified Industrials
Other (including Special Purpose Vehicles)
Total
Credit Exposure by Region
Americas
EMEA
Asia
Total
Loans and Lending
Commitments
as of December
2017
2016
$
5,823
14,255
44,558
1,020
804
27,196
23,540
37,282
25,686
17,848
$198,012
$143,668
48,239
6,105
$198,012
$
3,854
13,630
30,007
902
709
25,694
13,034
33,232
20,847
12,301
$154,210
$115,145
35,044
4,021
$154,210
Credit Exposure by Credit Quality (Credit Rating Equivalent)
AAA
AA
A
BBB
BB or lower
Unrated
Total
3,193
8,799
33,055
63,225
89,243
497
$198,012
3,135
8,375
29,227
43,151
69,745
577
$154,210
$
$
‰ Private Wealth Management and Retail Lending. We
extend loans and lending commitments to our Private
Wealth Management clients that are primarily secured by
residential real estate, securities or other assets. The fair
value of the collateral received against such loans and
lending commitments generally exceeds their carrying
value. The gross exposure related to such loans and
and
lending
$22.51 billion as of December 2017 and December 2016,
respectively. Our regional net credit exposure related to
these activities was approximately 90% and 92% in the
Americas, approximately 5% and 5% in EMEA, and
approximately 5% and 3% in Asia as of December 2017
and December 2016, respectively.
commitments was
$24.86
billion
98
Goldman Sachs 2017 Form 10-K
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
and
and
dealers
from brokers,
Other Credit Exposures. We are exposed to credit risk
from our receivables from brokers, dealers and clearing
counterparties.
organizations
customers
clearing
and
Receivables
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
transactions and generally have
minimal credit risk due to both the value of the collateral
received and the short-term nature of these receivables. Our
net credit exposure related to these activities was
$34.32 billion and $31.39 billion as of December 2017 and
December 2016, respectively, and primarily consisted of
initial margin (both cash and securities) placed with
investment-grade clearing organizations. Our regional net
activities was
credit
approximately 41% and 44% in the Americas,
approximately
and
approximately 10% and 14% in Asia as of December 2017
and December 2016, respectively.
49% and
42% in
securities
exposure
EMEA,
related
these
to
Selected Exposures
We have credit and market exposures, as described below,
that have had heightened focus due to 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 inventory due to changes in market prices.
The debt crisis in Mozambique has resulted in credit rating
downgrades and Venezuela has delayed payments on its
sovereign debt. Our total credit and market exposure to
each of Mozambique and Venezuela as of December 2017
was not material.
revenue,
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 or underlier’s assets, where they
generate
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.
the
We use regular stress tests, described above, to calculate the
credit exposures, including potential concentrations that
would result from applying shocks to counterparty credit
ratings or credit risk factors. To supplement these regular
stress tests, we also conduct tailored stress tests on an ad
hoc basis in response to specific market events that we deem
significant. These stress tests are designed to estimate the
direct impact of the event on our credit and market
exposures resulting from shocks to risk factors including,
but not limited to, currency rates, interest rates, and equity
prices. 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 mitigate our exposures where necessary.
See “Stress Tests” above, “Liquidity Risk Management —
Liquidity Stress Tests” and “Market Risk Management —
Market Risk Management Process — Stress Testing” for
further information about stress tests.
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:
‰ Clients, products and business practices;
‰ Execution, delivery and process management;
‰ Business disruption and system failures;
‰ Employment practices and workplace safety;
‰ Damage to physical assets;
‰ Internal fraud; and
‰ External fraud.
Goldman Sachs 2017 Form 10-K
99
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
We maintain a comprehensive control framework designed
to provide a well-controlled environment to minimize
operational risks. The Firmwide Conduct and Operational
Risk Committee is globally responsible for the ongoing
approval and monitoring of the frameworks, policies,
parameters and limits which govern our operational risks.
Operational Risk Management
is a risk management
function independent of our revenue-producing units,
reports to our chief risk officer, and is responsible for
developing and implementing policies, methodologies and a
formalized framework for operational risk management
with the goal of maintaining our exposure to operational
risk at levels that are within our risk appetite.
Operational Risk Management Process
Managing operational risk requires timely and accurate
information, as well as a strong control culture. We seek to
manage our operational risk through:
‰ Training, supervision and development of our people;
‰ Active participation of senior management in identifying
and mitigating our key operational risks;
‰ Independent control and support functions that monitor
operational risk on a daily basis, and implementation of
extensive policies and procedures, and controls designed
to prevent the occurrence of operational risk events;
‰ Proactive
communication
revenue-
producing units and our independent control and support
functions; and
between
our
‰ A network of systems to facilitate the collection of data
used to analyze and assess our operational risk exposure.
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,
revenue-producing units and independent
control and support functions are responsible for risk
identification and risk management on a day-to-day basis,
including
senior
management.
operational
escalating
risks
to
Our operational risk management framework is in part
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.
Our operational risk management framework consists of
the following practices:
‰ Risk identification and assessment;
‰ Risk measurement; and
‰ Risk monitoring and reporting.
100 Goldman Sachs 2017 Form 10-K
Risk Identification and Assessment
The core of our operational risk management framework is
risk
a
comprehensive data collection process, including firmwide
policies and procedures, for operational risk events.
assessment. We
identification
have
and
We have established policies that require our revenue-
producing units and our independent control and support
functions 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.
In addition, our systems capture internal operational risk
event data, key metrics such as transaction volumes, and
statistical information such as performance trends. We use
an internally developed operational risk management
application to aggregate and organize this information.
One of our key risk identification and assessment tools is an
operational risk and control self-assessment process, which
is performed by managers from both revenue-producing
units and independent control and support functions. 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.
involve
internal
qualitative
and
analyses, which
assessments
Risk Measurement
We measure our operational risk exposure over a twelve-
month time horizon using both statistical modeling and
and
scenario
quantitative
external
of
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 but not limited to:
‰ 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.
T H E G O L D M A N S A C H S G R O U P ,
Management’s Discussion and Analysis
I N C . A N D S U B S I D I A R I E S
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 ultimately are used in the
determination of the appropriate level of operational risk
capital to hold.
including
Risk Monitoring and Reporting
We evaluate changes in our operational risk profile and our
businesses,
in business mix or
changes
jurisdictions in which we operate, by monitoring the factors
noted above at a firmwide level. We have both preventive
and detective internal controls, which are designed to
reduce the frequency and severity of operational risk losses
and the probability of operational risk events. We monitor
the results of assessments and independent internal audits
of these internal controls.
We have established limits and thresholds consistent with
our risk appetite statement, as well as escalation protocols.
We provide periodic operational risk reports, which include
to senior
instances that breach escalation thresholds,
management, risk committees and the Risk Committee of
the Board.
Model Review and Validation
The statistical models utilized by Operational Risk
Management are subject
to independent review and
validation by Model Risk Management. See “Model Risk
Management” for further information about the review
and validation of these models.
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 financial liabilities, to monitor
and manage our risk, and to measure and monitor our
regulatory capital.
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. Model
Risk Management, which is
independent of model
developers, model owners and model users, reports to our
chief risk officer, is responsible for identifying and reporting
significant risks associated with models, and provides
periodic updates to senior management, risk committees
and the Risk Committee of the Board.
Model Review and Validation
consists of quantitative
Model Risk Management
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.
Model Risk Management reviews all existing models on an
annual basis, and approves new models or significant
changes to models 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
including the
reasonableness of model assumptions, and suitability for
intended use;
soundness,
conceptual
‰ 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
assumptions.
sensitivity to input parameters and
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.
Item 7A. 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 II, Item 7 of this Form 10-K.
Goldman Sachs 2017 Form 10-K 101
Our internal control over financial reporting includes
policies and procedures that pertain to the maintenance of
records that, in reasonable detail, accurately and fairly
reflect transactions and dispositions of assets; provide
reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with U.S. generally accepted accounting
principles, and that receipts and expenditures are being
made only
in accordance with authorizations of
management and the directors of the firm; and provide
timely
reasonable assurance regarding prevention or
detection of unauthorized acquisition, use or disposition of
the firm’s assets that could have a material effect on our
financial statements.
31,
has
2017
The firm’s internal control over financial reporting as of
December
by
PricewaterhouseCoopers LLP, an independent registered
public accounting firm, as stated in their report appearing
on page 103, which expresses an unqualified opinion on the
effectiveness of the firm’s internal control over financial
reporting as of December 31, 2017.
audited
been
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Item 8. Financial Statements and
Supplementary Data
Management’s Report on Internal Control
over Financial Reporting
reporting is a process designed under
Management of The Goldman Sachs Group, Inc., together
with its consolidated subsidiaries (the firm), is responsible
for establishing and maintaining adequate internal control
over financial reporting. The firm’s internal control over
financial
the
supervision of the firm’s principal executive and principal
financial officers to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of
the firm’s financial statements for external reporting
purposes in accordance with U.S. generally accepted
accounting principles.
As of December 31, 2017, management conducted an
assessment of the firm’s internal control over financial
reporting based on the framework established in Internal
Control — Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway
Commission
assessment,
management has determined that the firm’s internal control
over financial reporting as of December 31, 2017 was
effective.
(COSO). Based
this
on
102 Goldman Sachs 2017 Form 10-K
Report of Independent Registered Public
Accounting Firm
To the Board of Directors and the Shareholders of The
Goldman Sachs Group, Inc.:
Opinions on the Financial Statements and Internal
Control over Financial Reporting
the
have
audited
accompanying
We
consolidated
statements of financial condition of The Goldman Sachs
Group, Inc. and its subsidiaries (the Company) as of
December 31, 2017 and 2016, and the related consolidated
statements of earnings, comprehensive income, changes in
shareholders’ equity and cash flows for each of the three
years in the period ended December 31, 2017, including the
related notes (collectively referred to as the “consolidated
financial
audited the
Company’s internal control over financial reporting as of
December 31, 2017, based on criteria established in
Internal Control — Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of
the
Treadway Commission (COSO).
statements”). We
also have
In our opinion,
the consolidated financial statements
referred to above present fairly, in all material respects, the
financial position of the Company as of December 31, 2017
and 2016, and the results of its operations and its cash
flows for each of the three years in the period ended
December 31, 2017 in conformity with accounting
principles generally accepted in the United States of
America. Also in our opinion, the Company maintained, in
all material respects, effective internal control over financial
reporting as of December 31, 2017, based on criteria
established in Internal Control — Integrated Framework
(2013) issued by the COSO.
Basis for Opinions
is responsible for these
The Company’s management
consolidated financial statements, for maintaining effective
internal control over financial reporting, and for its
assessment of the effectiveness of internal control over
financial reporting, included in Management’s Report on
Internal Control over Financial Reporting appearing on
page 102. Our responsibility is to express opinions on the
Company’s consolidated financial statements and on the
Company’s internal control over financial reporting based on
our audits. We are a public accounting firm registered with
the Public Company Accounting Oversight Board (United
States) (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 audits in accordance with the standards
of the PCAOB. Those standards require that we plan and
perform the audits to obtain reasonable assurance about
whether the consolidated financial statements are free of
material misstatement, whether due to error or fraud, and
whether effective internal control over financial reporting
was maintained in all material respects.
the
the consolidated financial
Our audits of
statements
included performing procedures to assess the risks of
material misstatement of
consolidated financial
statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the
amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the
accounting principles used and significant estimates made
by management, as well as evaluating the overall
presentation of the consolidated financial statements. Our
audit of internal control over financial reporting included
obtaining an understanding of
internal control over
financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the
assessed risk. Our audits also included performing such
other procedures as we considered necessary in the
circumstances. We believe that our audits provide a
reasonable basis for our opinions.
Definition and Limitations of Internal Control over
Financial Reporting
A company’s internal control over financial reporting is a
process designed 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. A company’s
internal control over financial reporting includes those
policies and procedures that (i) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
that
company;
transactions
to permit
preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in
accordance with authorizations of management and
directors of the company; and (iii) provide reasonable
assurance regarding prevention or timely detection of
the
unauthorized acquisition, use, or disposition of
company’s assets that could have a material effect on the
financial statements.
recorded as necessary
reasonable
assurance
provide
are
(ii)
not
reporting may
Because of its inherent limitations, internal control over
detect
financial
misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in
conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
prevent
or
/s/ PRICEWATERHOUSECOOPERS LLP
New York, New York
February 23, 2018
We have served as the Company’s auditor since 1922.
Goldman Sachs 2017 Form 10-K 103
T H E G O L D M A N S A C H S G R O U P ,
Consolidated Statements of Earnings
I N C . A N D S U B S I D I A R I E S
in millions, except per share amounts
Revenues
Investment banking
Investment management
Commissions and fees
Market making
Other principal transactions
Total non-interest revenues
Interest income
Interest expense
Net interest income
Net revenues, including net interest income
Operating expenses
Compensation and benefits
Brokerage, clearing, exchange and distribution fees
Market development
Communications and technology
Depreciation and amortization
Occupancy
Professional fees
Other expenses
Total non-compensation expenses
Total operating expenses
Pre-tax earnings
Provision for taxes
Net earnings
Preferred stock dividends
Net earnings applicable to common shareholders
Earnings per common share
Basic
Diluted
Average common shares
Basic
Diluted
Year Ended December
2017
2016
2015
$ 7,371
5,803
3,051
7,660
5,256
29,141
13,113
10,181
2,932
32,073
$ 6,273
5,407
3,208
9,933
3,200
28,021
9,691
7,104
2,587
30,608
$ 7,027
5,868
3,320
9,523
5,018
30,756
8,452
5,388
3,064
33,820
11,853
11,647
12,678
2,540
588
897
1,152
733
965
2,213
9,088
20,941
11,132
6,846
4,286
601
$ 3,685
2,555
457
809
998
788
882
2,168
8,657
20,304
10,304
2,906
7,398
311
$ 7,087
2,576
557
806
991
772
963
5,699
12,364
25,042
8,778
2,695
6,083
515
$ 5,568
$
$
9.12
9.01
$ 16.53
$ 16.29
$ 12.35
$ 12.14
401.6
409.1
427.4
435.1
448.9
458.6
The accompanying notes are an integral part of these consolidated financial statements.
104 Goldman Sachs 2017 Form 10-K
T H E G O L D M A N S A C H S G R O U P ,
Consolidated Statements of Comprehensive Income
I N C . A N D S U B S I D I A R I E S
$ in millions
Net earnings
Other comprehensive income/(loss) adjustments, net of tax:
Currency translation
Debt valuation adjustment
Pension and postretirement liabilities
Available-for-sale securities
Other comprehensive income/(loss)
Comprehensive income
Year Ended December
2017
2016
2015
$4,286
$7,398
$6,083
22
(807)
130
(9)
(664)
$3,622
(60)
(544)
(199)
–
(803)
$6,595
(114)
–
139
–
25
$6,108
The accompanying notes are an integral part of these consolidated financial statements.
Goldman Sachs 2017 Form 10-K 105
T H E G O L D M A N S A C H S G R O U P ,
Consolidated Statements of Financial Condition
I N C . A N D S U B S I D I A R I E S
$ in millions
Assets
Cash and cash equivalents
Collateralized agreements:
Securities purchased under agreements to resell (includes $120,420 and $116,077 at fair value)
Securities borrowed (includes $78,189 and $82,398 at fair value)
Receivables:
Brokers, dealers and clearing organizations
Customers and counterparties (includes $3,526 and $3,266 at fair value)
Loans receivable
Financial instruments owned (at fair value and includes $50,335 and $51,278 pledged as collateral)
Other assets
Total assets
Liabilities and shareholders’ equity
Deposits (includes $22,902 and $13,782 at fair value)
Collateralized financings:
Securities sold under agreements to repurchase (at fair value)
Securities loaned (includes $5,357 and $2,647 at fair value)
Other secured financings (includes $24,345 and $21,073 at fair value)
Payables:
Brokers, dealers and clearing organizations
Customers and counterparties
Financial instruments sold, but not yet purchased (at fair value)
Unsecured short-term borrowings (includes $16,904 and $14,792 at fair value)
Unsecured long-term borrowings (includes $38,638 and $29,410 at fair value)
Other liabilities and accrued expenses (includes $268 and $621 at fair value)
Total liabilities
Commitments, contingencies and guarantees
As of December
2017
2016
$110,051
$121,711
120,822
190,848
116,925
184,600
24,676
60,112
65,933
315,988
28,346
$916,776
18,044
47,780
49,672
295,952
25,481
$860,165
$138,604
$124,098
84,718
14,793
24,788
6,672
171,497
111,930
46,922
217,687
16,922
834,533
71,816
7,524
21,523
4,386
184,069
117,143
39,265
189,086
14,362
773,272
Shareholders’ equity
Preferred stock; aggregate liquidation preference of $11,853 and $11,203
Common stock; 884,592,863 and 873,608,100 shares issued, and 374,808,805 and 392,632,230 shares outstanding
Share-based awards
Nonvoting common stock; no shares issued and outstanding
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Stock held in treasury, at cost; 509,784,060 and 480,975,872 shares
Total shareholders’ equity
Total liabilities and shareholders’ equity
11,853
9
2,777
–
53,357
91,519
(1,880)
(75,392)
82,243
$916,776
11,203
9
3,914
–
52,638
89,039
(1,216)
(68,694)
86,893
$860,165
The accompanying notes are an integral part of these consolidated financial statements.
106 Goldman Sachs 2017 Form 10-K
T H E G O L D M A N S A C H S G R O U P ,
Consolidated Statements of Changes in Shareholders’ Equity
I N C . A N D S U B S I D I A R I E S
$ in millions
Preferred stock
Beginning balance
Issued
Redeemed
Ending balance
Common stock
Beginning balance
Issued
Ending balance
Share-based awards
Beginning balance, as previously reported
Cumulative effect of the change in accounting principle related to forfeiture of share-based awards
Beginning balance, adjusted
Issuance and amortization of share-based awards
Delivery of common stock underlying share-based awards
Forfeiture of share-based awards
Exercise of share-based awards
Ending balance
Additional paid-in capital
Beginning balance
Delivery of common stock underlying share-based awards
Cancellation of share-based awards in satisfaction of withholding tax requirements
Preferred stock issuance costs, net of reversals upon redemption
Excess net tax benefit related to share-based awards
Cash settlement of share-based awards
Ending balance
Retained earnings
Beginning balance, as previously reported
Cumulative effect of the change in accounting principle related to:
Debt valuation adjustment, net of tax
Forfeiture of share-based awards, net of tax
Beginning balance, adjusted
Net earnings
Dividends and dividend equivalents declared on common stock and share-based awards
Dividends declared on preferred stock
Preferred stock redemption discount/(premium)
Ending balance
Accumulated other comprehensive loss
Beginning balance, as previously reported
Cumulative effect of the change in accounting principle related to debt valuation adjustment, net of tax
Beginning balance, adjusted
Other comprehensive income/(loss)
Ending balance
Stock held in treasury, at cost
Beginning balance
Repurchased
Reissued
Other
Ending balance
Total shareholders’ equity
Year Ended December
2017
2016
2015
$ 11,203
1,500
(850)
11,853
$ 11,200
1,325
(1,322)
11,203
$ 9,200
2,000
–
11,200
9
–
9
3,914
35
3,949
1,810
(2,704)
(89)
(189)
2,777
52,638
2,934
(2,220)
8
–
(3)
53,357
9
–
9
4,151
–
4,151
2,143
(2,068)
(102)
(210)
3,914
51,340
2,282
(1,121)
(10)
147
–
52,638
9
–
9
3,766
–
3,766
2,308
(1,742)
(72)
(109)
4,151
50,049
2,092
(1,198)
(7)
406
(2)
51,340
89,039
83,386
78,984
–
(24)
89,015
4,286
(1,181)
(587)
(14)
91,519
(1,216)
–
(1,216)
(664)
(1,880)
(305)
–
83,081
7,398
(1,129)
(577)
266
89,039
(718)
305
(413)
(803)
(1,216)
–
–
78,984
6,083
(1,166)
(515)
–
83,386
(743)
–
(743)
25
(718)
(68,694)
(6,721)
34
(11)
(75,392)
$ 82,243
(62,640)
(6,069)
22
(7)
(68,694)
$ 86,893
(58,468)
(4,195)
32
(9)
(62,640)
$ 86,728
The accompanying notes are an integral part of these consolidated financial statements.
Goldman Sachs 2017 Form 10-K 107
T H E G O L D M A N S A C H S G R O U P ,
Consolidated Statements of Cash Flows
I N C . A N D S U B S I D I A R I E S
$ in millions
Cash flows from operating activities
Net earnings
Adjustments to reconcile net earnings to net cash provided by/(used for) operating activities:
Depreciation and amortization
Deferred income taxes
Share-based compensation
Loss/(gain) related to extinguishment of subordinated borrowings
Changes in operating assets and liabilities:
Receivables and payables (excluding loans receivable), net
Collateralized transactions (excluding other secured financings), net
Financial instruments owned (excluding available-for-sale securities)
Financial instruments sold, but not yet purchased
Other, net
Net cash provided by/(used for) operating activities
Cash flows from investing activities
Purchase of property, leasehold improvements and equipment
Proceeds from sales of property, leasehold improvements and equipment
Net cash acquired in/(used for) business acquisitions
Purchase of investments
Proceeds from sales and paydowns of investments
Loans receivable, net
Net cash provided by/(used for) investing activities
Cash flows from financing activities
Unsecured short-term borrowings, net
Other secured financings (short-term), net
Proceeds from issuance of other secured financings (long-term)
Repayment of other secured financings (long-term), including the current portion
Purchase of APEX, senior guaranteed securities and trust preferred securities
Proceeds from issuance of unsecured long-term borrowings
Repayment of unsecured long-term borrowings, including the current portion
Derivative contracts with a financing element, net
Deposits, net
Preferred stock redemption
Common stock repurchased
Settlement of share-based awards in satisfaction of withholding tax requirements
Dividends and dividend equivalents paid on common stock, preferred stock and share-based awards
Proceeds from issuance of preferred stock, net of issuance costs
Proceeds from issuance of common stock, including exercise of share-based awards
Cash settlement of share-based awards
Net cash provided by financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents, beginning balance
Cash and cash equivalents, ending balance
SUPPLEMENTAL DISCLOSURES:
Year Ended December
2017
2016
2015
$
4,286
$
7,398
$ 6,083
1,152
5,458
1,769
(114)
(30,082)
10,025
(11,327)
(5,296)
6,387
(17,742)
(3,185)
574
(2,383)
(9,853)
2,887
(17,156)
(29,116)
(501)
(405)
7,401
(4,726)
(237)
58,347
(30,756)
1,684
14,506
(850)
(6,772)
(2,223)
(1,769)
1,495
7
(3)
35,198
(11,660)
121,711
$110,051
998
551
2,111
3
(15,813)
78
15,253
1,960
(5,639)
6,900
(2,876)
381
14,922
–
1,512
(4,669)
9,270
(1,506)
(808)
4,186
(7,375)
(1,171)
50,763
(36,557)
2,115
10,058
–
(6,078)
(1,128)
(1,706)
1,303
6
–
12,102
28,272
93,439
$121,711
991
425
2,272
(34)
19,132
(14,825)
16,078
(16,835)
(3,806)
9,481
(1,833)
228
(1,808)
–
1,019
(16,180)
(18,574)
(369)
(867)
10,349
(6,502)
(1)
44,595
(29,520)
(47)
14,639
–
(4,135)
(1,204)
(1,681)
1,993
259
(2)
27,507
18,414
75,025
$ 93,439
Cash payments for interest, net of capitalized interest, were $11.17 billion, $7.14 billion and $4.82 billion, and cash payments for income taxes, net of refunds, were
$1.42 billion, $1.06 billion and $2.65 billion for 2017, 2016 and 2015, respectively. Cash flows related to common stock repurchased includes common stock
repurchased in the prior period for which settlement occurred during the current period and excludes common stock repurchased during the current period for which
settlement occurred in the following period.
Non-cash activities during 2017:
‰ The firm exchanged $237 million of Trust Preferred Securities and common beneficial interests for $248 million of the firm’s junior subordinated debt.
Non-cash activities during 2016:
‰ The impact of adoption of ASU No. 2015-02 was a net reduction to both total assets and total liabilities of approximately $200 million. See Note 3 for further information.
‰ The firm sold assets and liabilities of $1.81 billion and $697 million, respectively, that were previously classified as held for sale, in exchange for $1.11 billion of financial
instruments.
‰ The firm exchanged $1.04 billion of APEX for $1.31 billion of Series E and Series F Preferred Stock. See Note 19 for further information.
‰ The firm exchanged $127 million of senior guaranteed trust securities for $124 million of the firm’s junior subordinated debt.
Non-cash activities during 2015:
‰ The firm exchanged $262 million of Trust Preferred Securities and common beneficial interests for $296 million of the firm’s junior subordinated debt.
The accompanying notes are an integral part of these consolidated financial statements.
108 Goldman Sachs 2017 Form 10-K
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Note 1.
Description of Business
investment banking,
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
securities and investment
management firm that provides a wide range of financial
services to a substantial and diversified client base that
includes corporations, financial institutions, governments
and individuals. Founded in 1869,
firm is
headquartered in New York and maintains offices in all
major financial centers around the world.
the
The firm reports its activities in the following four business
segments:
Investment Banking
The firm provides a broad range of investment banking
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, spin-offs and risk management,
and debt and equity underwriting of public offerings and
including local and cross-border
private placements,
transactions and acquisition financing, as well as derivative
transactions directly related to these activities.
Institutional Client Services
The firm facilitates client transactions and makes markets
in fixed income, equity, currency and commodity products,
primarily with institutional clients such as corporations,
financial institutions, investment funds and governments.
in and clears client
The firm also makes markets
transactions on major stock, options and futures exchanges
worldwide and provides financing, securities lending and
other prime brokerage services to institutional clients.
longer-term in nature. The
Investing & Lending
The firm invests in and originates loans to provide
financing to clients. These investments and loans are
firm makes
typically
investments, some of which are consolidated, including
through its merchant banking business and its special
situations group, in debt securities and loans, public and
infrastructure and real estate
private equity securities,
entities. Some of these investments are made indirectly
through funds that the firm manages. The firm also makes
unsecured and secured loans to retail clients through its
digital platforms, Marcus: by Goldman Sachs (Marcus) and
Goldman Sachs Private Bank Select
Select),
respectively.
(GS
Investment Management
The firm provides investment management services and
offers investment products (primarily through separately
managed accounts and commingled vehicles, such as
mutual funds and private investment funds) across all
major asset classes to a diverse set of institutional and
individual clients. The firm also offers wealth advisory
services provided by the firm’s subsidiary, The Ayco
Company, L.P.,
including portfolio management and
financial planning and counseling, and brokerage and other
transaction services to high-net-worth individuals and
families.
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.
31,
All references to 2017, 2016 and 2015 refer to the firm’s
the dates, as the context requires,
years ended, or
December
and
2017, December
December 31, 2015, respectively. 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.
2016
31,
Goldman Sachs 2017 Form 10-K 109
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Note 3.
Significant Accounting Policies
The firm’s significant accounting policies include when and
how to measure the fair value of assets and liabilities,
accounting for goodwill and identifiable intangible assets,
and when to consolidate an entity. See Notes 5 through 8
for policies on fair value measurements, Note 13 for
policies on goodwill and identifiable intangible assets, and
below and Note 12 for policies on consolidation
accounting. All other significant accounting policies are
either described below or included in the following
footnotes:
Financial Instruments Owned and Financial Instruments
Sold, But Not Yet Purchased
Fair Value Measurements
Cash Instruments
Derivatives and Hedging Activities
Fair Value Option
Loans Receivable
Collateralized Agreements and Financings
Securitization Activities
Variable Interest Entities
Other Assets
Deposits
Short-Term Borrowings
Long-Term Borrowings
Other Liabilities and Accrued Expenses
Commitments, Contingencies and Guarantees
Shareholders’ Equity
Regulation and Capital Adequacy
Earnings Per Common Share
Transactions with Affiliated Funds
Interest Income and Interest Expense
Income Taxes
Business Segments
Credit Concentrations
Legal Proceedings
Employee Benefit Plans
Employee Incentive Plans
Parent Company
110 Goldman Sachs 2017 Form 10-K
Note 4
Note 5
Note 6
Note 7
Note 8
Note 9
Note 10
Note 11
Note 12
Note 13
Note 14
Note 15
Note 16
Note 17
Note 18
Note 19
Note 20
Note 21
Note 22
Note 23
Note 24
Note 25
Note 26
Note 27
Note 28
Note 29
Note 30
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 12 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 accounted for either
(i) under the equity method of accounting or (ii) 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 general, the firm accounts for investments acquired after
the fair value option became available, at fair value. In
the firm applies the equity method of
certain cases,
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 13 for
further information about equity-method investments.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Investment Funds. The firm has formed numerous
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 financial instruments owned. See Notes 6, 18
and 22 for further information about investments in funds.
for
Use of Estimates
these consolidated financial statements
Preparation of
to make certain estimates and
requires management
assumptions, the most important of which relate to fair
value measurements,
and
accounting
identifiable intangible assets, income tax expense related to
the Tax Cuts and Jobs Act (Tax Legislation), provisions for
losses that may arise from litigation and regulatory
proceedings (including governmental investigations), the
allowance for losses on loans receivable and lending
commitments held for investment, and provisions for losses
that may arise from tax audits. These estimates and
assumptions are based on the best available information
but actual results could be materially different.
goodwill
instruments owned and financial
Revenue Recognition
Financial Assets and Financial Liabilities at Fair Value.
Financial
instruments
sold, but not yet purchased are recorded 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 other financial assets and financial 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
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 for positions in Institutional Client Services and
other principal transactions for positions in Investing &
Lending. See Notes 5 through 8 for further information
about fair value measurements.
between market
participants
at
the terms of
Investment Banking. Fees
from financial advisory
assignments and underwriting revenues are recognized in
earnings when the services related to the underlying
the
transaction are completed under
assignment. Expenses associated with such transactions are
deferred until the related revenue is recognized or the
assignment is otherwise concluded. Expenses associated
with financial advisory assignments are recorded as
non-compensation expenses, net of client reimbursements.
Underwriting revenues are presented net of
related
expenses. As a result of adopting ASU No. 2014-09,
“Revenue from Contracts with Customers (Topic 606),”
the firm will amend its accounting policy on the recognition
and presentation of certain investment banking revenues
and
“Recent Accounting
Developments” for further information.
expenses.
related
See
Investment Management. The firm earns management
fees and incentive fees for investment management services.
Management fees for mutual funds are calculated as a
percentage of daily net asset value and are received
monthly. Management fees for hedge funds and separately
managed accounts are calculated as a percentage of
month-end net asset value and are generally received
quarterly. Management fees for private equity funds are
calculated as a percentage of monthly invested capital or
commitments and are received quarterly, semi-annually or
annually, depending on the fund. All management fees are
recognized over the period that the related service is
provided. 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 12-month period or over the life of a
fund. Fees that are based on performance over a 12-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 are
recognized only when all material contingencies have been
resolved. Management and incentive fee revenues are
included in investment management revenues.
The firm makes payments to brokers and advisors related
to the placement of the firm’s investment funds. These
payments are calculated based on either a percentage of the
management fee or the investment fund’s net asset value.
Where the firm is principal to the arrangement, such costs
are recorded on a gross basis and included in brokerage,
clearing, exchange and distribution fees, and where the firm
is agent to the arrangement, such costs are recorded on a net
basis in investment management revenues.
Goldman Sachs 2017 Form 10-K 111
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
As a result of adopting ASU No. 2014-09, the firm will
amend its accounting policy on the recognition and
presentation of certain investment management revenues
“Recent Accounting
and
Developments” for further information.
expenses.
related
See
Commissions and Fees. The firm earns commissions and
fees from executing and clearing client transactions on
as
stock, options
over-the-counter (OTC) transactions. Commissions and
fees are recognized on the day the trade is executed.
and futures markets,
as well
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
financial instruments owned and the transfer is accounted
for as a collateralized financing, with the related interest
expense recognized over the life of the transaction. See
Note 10 for further information about transfers of financial
assets accounted for as collateralized financings and
Note 11 for further information about transfers of financial
assets accounted for as sales.
from banks,
cash and due
Cash and Cash Equivalents
The firm defines cash equivalents as highly liquid overnight
deposits held in the ordinary course of business. As of
December 2017 and December 2016, cash and cash
equivalents included $10.79 billion and $11.15 billion,
respectively, of
and
$99.26 billion and $110.56 billion, respectively, of interest-
bearing deposits with banks. The firm segregates cash for
regulatory and other purposes related to client activity. As
of December 2017 and December 2016, $18.44 billion and
$14.65 billion, respectively, of cash and cash equivalents
were segregated for regulatory and other purposes. See
further
“Recent
information. In addition, the firm segregates securities for
regulatory and other purposes related to client activity. See
Note 10 for
segregated
securities.
Accounting Developments”
information about
further
for
112 Goldman Sachs 2017 Form 10-K
Receivables from and Payables to Brokers, Dealers
and Clearing Organizations
Receivables from and payables to brokers, dealers and
clearing organizations are accounted for at cost plus
accrued interest, which generally approximates fair value.
While these receivables and payables are carried at amounts
that approximate fair value, they are not accounted for at
fair value under the fair value option or at fair value in
accordance with other U.S. GAAP and therefore are not
included in the firm’s fair value hierarchy in Notes 6
through 8. Had these receivables and payables been
included in the firm’s fair value hierarchy, substantially all
would have been classified in level 2 as of both
December 2017 and December 2016.
certain
derivative
Receivables from Customers and Counterparties
Receivables from customers and counterparties generally
relate to collateralized transactions. Such receivables
primarily consist of customer margin loans, certain
transfers of assets accounted for as secured loans rather
than purchases at fair value and collateral posted in
connection with
transactions.
Substantially all of these receivables are accounted for at
amortized cost net of estimated uncollectible amounts.
Certain of the firm’s receivables from customers and
counterparties are accounted for at fair value under the fair
value option, with changes in fair value generally included
in market making revenues. See Note 8 for further
from customers and
information about
counterparties accounted for at fair value under the fair
value option. In addition, as of December 2017 and
December 2016, the firm’s receivables from customers and
counterparties included $4.63 billion and $2.60 billion,
respectively, of loans held for sale, accounted for at the
lower of cost or fair value. See Note 5 for an overview of the
firm’s fair value measurement policies.
receivables
As of both December 2017 and December 2016, the
carrying value of receivables not accounted for at fair value
generally approximated fair value. While these receivables
are carried at amounts that approximate fair value, they are
not accounted for at fair value under the fair value option
or at fair value in accordance with other U.S. GAAP and
therefore are not included in the firm’s fair value hierarchy
in Notes 6 through 8. Had these receivables been included
in the firm’s fair value hierarchy, substantially all would
have been classified in level 2 as of both December 2017
and December 2016. Interest on receivables from customers
and counterparties is recognized over the life of
the
transaction and included in interest income.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
to
activities.
customers
Payables to Customers and Counterparties
Payables to customers and counterparties primarily consist
of customer credit balances related to the firm’s prime
and
Payables
brokerage
counterparties are accounted for at cost plus accrued
interest, which generally approximates fair value. While
these payables are carried at amounts that approximate fair
value, they are not accounted for at fair value under the fair
value option or at fair value in accordance with other U.S.
GAAP and therefore are not included in the firm’s fair value
hierarchy in Notes 6 through 8. Had these payables been
included in the firm’s fair value hierarchy, substantially all
would have been classified in level 2 as of both
December 2017 and December 2016. Interest on payables
to customers and counterparties 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
local statutes and regulatory provisions in the
laws,
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
statements of financial condition when a legal right of setoff
exists under an enforceable netting agreement. Resale and
repurchase agreements and securities borrowed and loaned
transactions with the same term and currency are presented
on a net-by-counterparty basis
in the consolidated
statements of financial condition when such transactions
meet certain settlement criteria and are subject to netting
agreements.
In the consolidated statements of
financial condition,
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 statements of financial condition, 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 10 for
further information about collateral received and pledged,
including rights to deliver or repledge collateral. See
Notes 7 and 10 for further information about offsetting.
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 statements of financial condition 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.
Recent Accounting Developments
Revenue from Contracts with Customers (ASC 606).
In May 2014, the FASB issued ASU No. 2014-09. This
ASU, as amended, provides comprehensive guidance on the
recognition of revenue from customers arising from the
transfer of goods and services, guidance on accounting for
certain contract costs and new disclosures.
The firm adopted this ASU in January 2018 under a
modified retrospective approach. As a result of adopting
this ASU,
the firm will, among other things, delay
recognition of non-refundable and milestone payments on
financial advisory assignments until the assignments are
completed, and recognize certain investment management
fees earlier
the firm’s existing revenue
recognition policies. The cumulative effect of adopting this
ASU on January 1, 2018 was a decrease to retained
earnings of $53 million (net of tax).
than under
Goldman Sachs 2017 Form 10-K 113
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
The firm will also prospectively change the presentation of
certain costs from a net presentation within net revenues to
a gross basis, and vice versa. Beginning in 2018, certain
underwriting expenses, which are currently netted against
Investment Banking revenues and certain distribution costs,
which are currently netted against Investment Management
revenues, will be presented gross as operating expenses.
Soft dollar commissions, which are currently reported gross
as operating expenses, will be presented net within
commissions and fees. The impact of this ASU will depend
on the nature of
the firm’s activities after adoption,
although these changes in presentation are not expected to
have a material impact on the firm’s results of operations.
Measuring the Financial Assets and the Financial
Liabilities of a Consolidated Collateralized Financing
Entity (ASC 810). In August 2014, the FASB issued ASU
No. 2014-13, “Consolidation (Topic 810) — Measuring
the Financial Assets and the Financial Liabilities of a
Consolidated Collateralized Financing Entity (CFE).” This
ASU provides an alternative to reflect changes in the fair
value of the financial assets and the financial liabilities of
the CFE by measuring either the fair value of the assets or
liabilities, whichever is more observable, and provides new
disclosure requirements for those electing this approach.
The firm adopted the ASU in January 2016. Adoption of
the ASU did not materially affect the firm’s financial
condition, results of operations or cash flows.
to
the
Amendments
Consolidation Analysis
(ASC 810). In February 2015, the FASB issued ASU
No. 2015-02, “Consolidation (Topic 810) — Amendments
to the Consolidation Analysis.” This ASU eliminates the
deferral of
the requirements of ASU No. 2009-17,
“Consolidations (Topic 810) — Improvements to Financial
Reporting by Enterprises Involved with Variable Interest
Entities” for certain interests in investment funds and
provides a scope exception for certain investments in
money market funds. It also makes several modifications to
the consolidation guidance for VIEs and general partners’
as
investments
modifications
limited
partnerships are VIEs or voting interest entities.
in
to the evaluation of whether
partnerships,
as well
limited
The firm adopted the ASU in January 2016, using a
modified retrospective approach. The impact of adoption
was a net reduction to both total assets and total liabilities
of approximately $200 million, substantially all included in
financial instruments owned and in other liabilities and
accrued expenses, respectively. Adoption of this ASU did
not have an impact on the firm’s results of operations. See
Note 12 for further information about the adoption.
114 Goldman Sachs 2017 Form 10-K
Simplifying the Accounting for Measurement-Period
Adjustments (ASC 805). In September 2015, the FASB
issued ASU No. 2015-16, “Business Combinations
for
(Topic
Measurement-Period Adjustments.” This ASU eliminates
the requirement for an acquirer in a business combination
to
adjustments
for measurement-period
retrospectively.
805) — Simplifying
the Accounting
account
The firm adopted the ASU in January 2016. Adoption of
the ASU did not materially affect the firm’s financial
condition, results of operations or cash flows.
Recognition and Measurement of Financial Assets
and Financial Liabilities (ASC 825). In January 2016, the
FASB issued ASU No. 2016-01, “Financial Instruments
(Topic 825) — Recognition and Measurement of Financial
Assets and Financial Liabilities.” This ASU amends certain
aspects of recognition, measurement, presentation and
disclosure of
a
requirement to present separately in other comprehensive
income changes in fair value attributable to a firm’s own
credit spreads (debt valuation adjustment or DVA), net of
tax, on financial liabilities for which the fair value option
was elected.
instruments.
financial
includes
It
the requirements
related to DVA.
The ASU was effective for the firm in January 2018. Early
adoption was permitted under a modified retrospective
approach for
In
January 2016, the firm early adopted this ASU for the
requirements
related to DVA and reclassified the
cumulative DVA, a gain of $305 million (net of tax), from
retained earnings to accumulated other comprehensive loss.
The adoption of the remaining provisions of the ASU in
January 2018 did not have a material impact on the firm’s
financial condition, results of operations or cash flows.
Leases (ASC 842). In February 2016, the FASB issued ASU
No. 2016-02, “Leases (Topic 842).” This ASU requires
that, for leases longer than one year, a lessee recognize in
the statements of financial condition 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 lease payments. It also requires that for finance leases,
a lessee recognize interest expense on the lease liability,
separately from the amortization of the right-of-use asset in
the statements of earnings, while for operating leases, such
amounts should be recognized as a combined expense. It
also requires that for qualifying sale-leaseback transactions
the seller recognize the gain or loss at the time control of the
asset is transferred instead of amortizing it over the lease
period. In addition, this ASU requires expanded disclosures
about the nature and terms of lease agreements.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
implementation efforts
The ASU is effective for the firm in January 2019 under a
modified retrospective approach. Early adoption is
permitted. The firm’s
include
reviewing the terms of existing leases and service contracts,
which may include embedded leases. Based on the
implementation efforts to date, the firm expects a gross up
on its consolidated statements of financial condition upon
recognition of the right-of-use assets and lease liabilities and
does not expect the amount of the gross up to have a
material impact on its financial condition.
Improvements to Employee Share-Based Payment
Accounting (ASC 718). In March 2016, the FASB issued
ASU No. 2016-09, “Compensation — Stock Compensation
(Topic 718) — Improvements to Employee Share-Based
Payment Accounting.” This ASU includes a requirement
that the tax effect related to the settlement of share-based
awards be recorded in income tax benefit or expense in the
statements of earnings rather than directly to additional
paid-in capital. This change has no impact on total
required to be adopted
shareholders’ equity and is
prospectively. The ASU also allows for forfeitures to be
recorded when they occur rather than estimated over the
vesting period. This change is required to be applied on a
modified retrospective basis.
The firm adopted the ASU in January 2017 and the impact
of the restricted stock unit (RSU) deliveries and option
exercises during 2017 was a reduction to the provision for
taxes of $719 million, which was recognized in the
consolidated statements of earnings. The impact will vary
in future periods depending upon, among other things, the
number of RSUs delivered and their change in value since
grant. Prior to the adoption of this ASU, this amount would
have been recorded directly to additional paid-in capital.
The firm also elected to account for forfeitures as they
occur, rather than to estimate forfeitures over the vesting
period, and the cumulative effect of this election upon
adoption was an increase of $35 million to share-based
awards and a decrease of $24 million (net of tax of
$11 million) to retained earnings.
In addition, the ASU modifies the classification of certain
share-based payment activities within the statements of
cash flows. As a result,
the firm reclassified, on a
retrospective basis, a cash outflow of $1.13 billion and
$1.20 billion related to the settlement of share-based
awards in satisfaction of withholding tax requirements
from operating activities to financing activities and a cash
inflow of $202 million and $407 million of excess tax
benefits related to share-based awards from financing
activities to operating activities for 2016 and 2015,
respectively.
Measurement of Credit
Losses on Financial
Instruments (ASC 326). In June 2016, the FASB issued
ASU No. 2016-13, “Financial Instruments — Credit Losses
(Topic 326) — Measurement of Credit Losses on Financial
Instruments.” This ASU amends several aspects of the
measurement of credit losses on financial
instruments,
including replacing the existing incurred credit loss model
and other models with the Current Expected Credit Losses
(CECL) model and amending certain aspects of accounting
for purchased financial assets with deterioration in credit
quality since origination.
Under CECL, the allowance for losses for financial assets
that are measured at amortized cost reflects management’s
estimate of credit losses over the remaining expected life of
the financial assets. Expected credit
losses for newly
recognized financial assets, as well as changes to expected
credit losses during the period, would be recognized in
earnings. For certain purchased financial assets with
deterioration in credit quality since origination, an initial
allowance would be recorded for expected credit losses and
recognized as an increase to the purchase price rather than
as an expense. Expected credit losses, including losses on
off-balance-sheet exposures such as lending commitments,
will be measured based on historical experience, current
conditions and forecasts that affect the collectability of the
reported amount.
The ASU is effective for the firm in January 2020 under a
modified retrospective approach. Early adoption is
permitted in January 2019. Adoption of the ASU will result
in earlier recognition of credit losses and an increase in the
recorded allowance for certain purchased loans with
deterioration in credit quality since origination with a
corresponding increase to their gross carrying value. The
impact of adoption of this ASU on the firm’s financial
condition, results of operations and cash flows will depend
on, among other things, the economic environment and the
type of financial assets held by the firm on the date of
adoption.
2016-15,
Classification of Certain Cash Receipts and Cash
Payments (ASC 230). In August 2016, the FASB issued
ASU No.
Flows
(Topic 230) — Classification of Certain Cash Receipts and
Cash Payments.” This ASU provides guidance on the
disclosure and classification of certain items within the
statements of cash flows.
“Statement
of Cash
The firm adopted this ASU in January 2018 under a
retrospective approach. The impact of this ASU will depend
the firm’s activities after adoption,
on the nature of
although the firm does not expect
the change in
classification to have a material impact on the consolidated
statements of cash flows.
Goldman Sachs 2017 Form 10-K 115
Clarifying the Scope of Asset Derecognition Guidance
and Accounting for Partial Sales of Nonfinancial
Assets (ASC 610-20). In February 2017, the FASB issued
ASU No. 2017-05, “Other Income — Gains and Losses
from the Derecognition of Nonfinancial Assets (Subtopic
610-20) — Clarifying the Scope of Asset Derecognition
Guidance and Accounting for Partial Sales of Nonfinancial
Assets.” The ASU clarifies the scope of guidance applicable
to sales of nonfinancial assets and also provides guidance
on accounting for partial sales of such assets.
The firm adopted this ASU in January 2018 under a
modified retrospective approach. Adoption of the ASU did
not have an impact on the firm’s financial condition, results
of operations or cash flows.
2017-12,
“Derivatives
Targeted Improvements to Accounting for Hedging
Activities (ASC 815). In August 2017, the FASB issued
ASU No.
and Hedging
(Topic 815) — Targeted Improvements to Accounting for
Hedging Activities.” The ASU amends certain of the rules
the types of
for hedging relationships and expands
strategies that are eligible for hedge accounting treatment to
more closely align the results of hedge accounting with risk
management activities.
The firm early adopted this ASU in January 2018. Adoption
of this ASU did not have a material impact on the firm’s
financial condition, results of operations or cash flows.
Tax
Effects
of Certain
from
Reclassification
Accumulated Other Comprehensive Income (ASC
220). In February 2018, the FASB issued ASU No. 2018-02,
“Income Statement — Reporting Comprehensive Income
(Topic 220) — Reclassification of Certain Tax Effects from
Accumulated Other Comprehensive Income.” This ASU
permits a reporting entity to reclassify the income tax
effects of Tax Legislation on items within accumulated
other comprehensive income to retained earnings.
The ASU is effective for the firm in January 2019 under a
retrospective or a modified retrospective approach. Early
adoption is permitted. Since this ASU only permits
reclassification within shareholders’ equity, adoption of
this ASU will not have a material impact on the firm’s
financial condition.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Restricted Cash (ASC 230). In November 2016, the FASB
issued ASU No. 2016-18, “Statement of Cash Flows
(Topic 230) — Restricted Cash.” This ASU requires that
cash segregated for regulatory and other purposes be
included in cash and cash equivalents disclosed in the
statements of cash flows and is required to be applied
retrospectively.
activities.
In addition,
The firm early adopted the ASU in December 2016 and
reclassified cash segregated for regulatory and other
purposes into cash and cash equivalents disclosed in the
consolidated statements of cash flows. The impact of
adoption was a decrease of $3.69 billion and an increase of
$909 million for 2016 and 2015, respectively, to net cash
provided by operating
in
December 2016, to be consistent with the presentation of
segregated cash in the consolidated statements of cash flows
under the ASU, the firm reclassified amounts previously
included in cash and securities segregated for regulatory
and other purposes into cash and cash equivalents,
securities purchased under agreements to resell, securities
borrowed and financial
instruments owned in the
consolidated statements of financial condition. Previously
reported amounts in the consolidated statements of cash
flows and notes to the consolidated financial statements
have been conformed to the current presentation.
Clarifying the Definition of a Business (ASC 805). In
January 2017,
the FASB issued ASU No. 2017-01,
“Business Combinations (Topic 805) — Clarifying the
Definition of a Business.” The ASU amends the definition
of a business and provides a threshold which must be
considered to determine whether a transaction is an
acquisition (or disposal) of an asset or a business.
The firm adopted this ASU in January 2018 under a
prospective approach. The impact of this ASU will depend
the firm’s activities after adoption,
on the nature of
although the firm expects that fewer transactions will be
treated as acquisitions (or disposals) of businesses.
for Goodwill
In January 2017,
Impairment
Simplifying the Test
(ASC 350).
the FASB issued ASU
No. 2017-04, “Intangibles — Goodwill and Other
(Topic 350) — Simplifying the Test
for Goodwill
Impairment.” The ASU simplifies the quantitative goodwill
impairment test by eliminating the second step of the test.
Under
impairment will be measured by
comparing the estimated fair value of the reporting unit
with its carrying value.
this ASU,
The ASU is effective for the firm in 2020. The firm early
adopted this ASU in the fourth quarter of 2017. Adoption
of the ASU did not have a material impact on the results of
the firm’s goodwill impairment test.
116 Goldman Sachs 2017 Form 10-K
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Note 4.
Financial Instruments Owned and Financial
Instruments Sold, But Not Yet Purchased
instruments owned and financial
instruments
Financial
sold, but not yet purchased are accounted for at fair value
either under the fair value option or in accordance with
other U.S. GAAP. See Note 8 for information about other
financial assets and financial liabilities at fair value.
Gains and Losses from Market Making and Other
Principal Transactions
The table below presents market making revenues by major
product
transactions
revenues.
type, as well as other principal
The table below presents the firm’s financial instruments
owned and financial instruments sold, but not yet purchased.
$ in millions
As of December 2017
Money market instruments
Government and agency obligations:
U.S.
Non-U.S.
Loans and securities backed by:
Commercial real estate
Residential real estate
Corporate loans and debt securities
State and municipal obligations
Other debt obligations
Equity securities
Commodities
Investments in funds at NAV
Subtotal
Derivatives
Total
As of December 2016
Money market instruments
Government and agency obligations:
U.S.
Non-U.S.
Loans and securities backed by:
Commercial real estate
Residential real estate
Corporate loans and debt securities
State and municipal obligations
Other debt obligations
Equity securities
Commodities
Investments in funds at NAV
Subtotal
Derivatives
Total
Financial
Instruments
Owned
Financial
Instruments
Sold, But
Not Yet
Purchased
$
1,608
$
–
76,418
33,956
17,911
23,311
3,436
11,993
33,683
1,471
2,164
96,132
3,194
4,596
268,651
47,337
$315,988
1
–
7,153
–
1
23,882
40
–
72,299
39,631
$111,930
$
1,319
$
–
57,657
29,381
16,627
20,502
3,842
12,195
28,659
1,059
1,358
94,692
5,653
6,465
242,280
53,672
$295,952
–
3
6,570
–
1
25,941
–
–
69,644
47,499
$117,143
In the table above:
‰ Money market instruments includes commercial paper,
certificates of deposit and time deposits, substantially all
of which have a maturity of less than one year.
‰ Equity securities includes public and private equities,
exchange-traded funds and convertible debentures. Such
amounts include investments accounted for at fair value
under the fair value option where the firm would
otherwise apply the equity method of accounting of
$8.49 billion and $7.92 billion as of December 2017 and
December 2016, respectively.
Year Ended December
$ in millions
2017
2016
2015
Interest rates
Credit
Currencies
Equities
Commodities
Market making
Other principal transactions
Total
$ 6,406
701
(3,249)
3,162
640
7,660
5,256
$12,916
$ (1,979)
1,854
6,158
2,873
1,027
9,933
3,200
$13,133
$ (1,360)
920
3,345
5,515
1,103
9,523
5,018
$14,541
In the table above:
‰ Gains/(losses) include both realized and unrealized gains
and losses, and are primarily related to the firm’s financial
instruments owned and financial instruments sold, but
including both derivative and
not yet purchased,
non-derivative financial instruments.
‰ Gains/(losses) exclude related interest income and interest
expense. See Note 23 for further information about
interest income and interest expense.
‰ Gains/(losses) on other principal
transactions are
included in the firm’s Investing & Lending segment. See
Note 25 for net revenues, including net interest income,
by product type for Investing & Lending, as well as the
amount of net interest income included in Investing &
Lending.
‰ 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 cash instruments and derivatives across product
types has exposure to foreign currencies and may be
economically hedged with foreign currency contracts.
Goldman Sachs 2017 Form 10-K 117
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Note 5.
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 financial liabilities as a portfolio (i.e., based on its net
exposure to market and/or credit risks).
internally developed models
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
that
primarily use market-based or independently sourced
inputs
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).
including, but not
limited to,
interest
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
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:
instrument’s level
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.
118 Goldman Sachs 2017 Form 10-K
The fair values for substantially all of the firm’s financial
assets and financial 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 financial liabilities may require appropriate 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.
See Notes 6 through 8 for further information about fair
value measurements of cash instruments, derivatives and
other financial assets and financial liabilities at fair value.
The table below presents financial assets and financial
liabilities accounted for at fair value under the fair value
option or in accordance with other U.S. GAAP.
$ in millions
Total level 1 financial assets
Total level 2 financial assets
Total level 3 financial assets
Investments in funds at NAV
Counterparty and cash collateral netting
Total financial assets at fair value
Total assets
Total level 3 financial assets divided by:
Total assets
Total financial assets at fair value
Total level 1 financial liabilities
Total level 2 financial liabilities
Total level 3 financial liabilities
Counterparty and cash collateral netting
Total financial liabilities at fair value
As of December
2017
2016
$155,086
395,606
19,201
4,596
(56,366)
$518,123
$135,401
419,585
23,280
6,465
(87,038)
$497,693
$916,776
$860,165
2.1%
3.7%
$ 63,589
261,719
19,620
(39,866)
$305,062
2.7%
4.7%
$ 62,504
232,027
21,448
(44,695)
$271,284
Total level 3 financial liabilities divided by
total financial liabilities at fair value
6.4%
7.9%
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 of the fair
value hierarchy.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
The table below presents a summary of level 3 financial
assets.
$ in millions
Cash instruments
Derivatives
Other financial assets
Total
As of December
2017
$15,395
3,802
4
$19,201
2016
$18,035
5,190
55
$23,280
Level 3 financial assets as of December 2017 decreased
compared with December 2016, primarily reflecting a
decrease in level 3 cash instruments. See Notes 6 through 8
for further information about
level 3 financial assets
(including information about unrealized gains and losses
related to level 3 financial assets and financial liabilities,
and transfers in and out of level 3).
Note 6.
Cash Instruments
Cash instruments include U.S. government and agency
obligations, non-U.S. government and agency obligations,
mortgage-backed loans and securities, corporate loans and
debt securities, equity securities, investments in funds at
instruments
NAV, and other non-derivative financial
owned and financial
sold, but not yet
purchased. See below for the types of cash instruments
included in each level of the fair value hierarchy and the
valuation techniques and significant
inputs used to
determine their fair values. See Note 5 for an overview of
the firm’s fair value measurement policies.
instruments
Level 1 Cash Instruments
Level 1 cash instruments include certain money market
instruments, U.S. government obligations, most non-U.S.
government obligations,
agency
obligations, certain corporate debt securities and actively
traded listed equities. These instruments are valued using
quoted prices for identical unrestricted instruments in
active markets.
certain government
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 Cash Instruments
Level 2 cash instruments include most money market
instruments, most government agency obligations, certain
non-U.S. government obligations, most mortgage-backed
loans and securities, most corporate loans and debt
securities, most state and municipal obligations, most other
debt obligations, restricted or less liquid listed equities,
commodities and certain lending commitments.
Valuations of level 2 cash 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 firm) and the relationship of recent market
activity to the prices provided from alternative pricing
sources.
Valuation adjustments are typically made to level 2 cash
instruments (i) if the cash 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 Cash Instruments
Level 3 cash instruments have one or more significant
valuation inputs that are not observable. Absent evidence to
the contrary, level 3 cash 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 of financial
assets.
Inputs of
Valuation Techniques and Significant
Level 3 Cash Instruments
Valuation techniques of level 3 cash 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 cash 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
commercial real estate property or a portfolio of properties,
and may
levels of
tranches of
subordination. Significant inputs are generally determined
based on relative value analyses and include:
varying
include
Goldman Sachs 2017 Form 10-K 119
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
‰ Transaction prices in both the underlying collateral and
similar underlying
same or
instruments with the
collateral;
‰ 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);
‰ 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, capitalization
rates and multiples. 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 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:
‰ Transaction prices in both the underlying collateral and
similar underlying
same or
instruments with the
collateral;
‰ Market yields implied by transactions of similar or related
assets;
‰ Cumulative loss expectations, driven by default rates,
home price projections, residential property liquidation
timelines, related costs and subsequent recoveries; and
‰ Duration, driven by underlying loan prepayment speeds
and residential property liquidation timelines.
securities. Significant
Corporate Loans and Debt Securities. Corporate loans
and debt securities includes bank loans and bridge loans
and corporate debt
inputs 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
track the
such as CDX and LCDX (indices that
performance of corporate credit and loans, respectively);
120 Goldman Sachs 2017 Form 10-K
‰ Current performance and recovery assumptions and,
where the firm uses credit default swaps to value the
related cash instrument,
the cost of borrowing the
underlying reference obligation; and
‰ Duration.
Equity Securities. Equity securities includes private equity
securities and convertible debentures. Recent third-party
completed or pending transactions (e.g., merger proposals,
tender offers, debt restructurings) are considered to be 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 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 Cash Instruments. Other cash instruments consists
of non-U.S. government and agency obligations, state and
municipal obligations,
and other debt obligations.
inputs are generally determined based on
Significant
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 cash instrument,
the cost of borrowing the
underlying reference obligation; and
‰ Duration.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Fair Value of Cash Instruments by Level
The tables below present cash instrument assets and
liabilities at fair value by level within the fair value
hierarchy.
$ in millions
Level 1
Level 2
Level 3
Total
As of December 2017
Assets
Money market instruments
Government and agency obligations:
$
U.S.
Non-U.S.
Loans and securities backed by:
Commercial real estate
Residential real estate
Corporate loans and debt
securities
State and municipal obligations
Other debt obligations
Equity securities
Commodities
Subtotal
Investments in funds at NAV
Total cash instrument assets
Liabilities
Government and agency obligations:
398 $ 1,209 $
1 $ 1,608
50,796
27,070
25,622
6,882
–
4
76,418
33,956
–
–
2,310
11,325
1,126
668
3,436
11,993
3,270
70
352
9,904
–
752
–
–
76,044
–
29,661
1,401
1,812
10,184
3,194
33,683
1,471
2,164
96,132
3,194
$155,060 $93,600 $15,395 $264,055
4,596
$268,651
U.S.
Non-U.S.
$ (17,845) $
(21,820)
(66) $
(1,491)
– $ (17,911)
(23,311)
–
Loans and securities backed by
commercial real estate
Corporate loans and debt
securities
Other debt obligations
Equity securities
Commodities
Total cash instrument liabilities $ (63,533) $ (8,698) $
(2)
–
(23,866)
–
(7,099)
(1)
–
(40)
(52)
–
(16)
–
(7,153)
(1)
(23,882)
(40)
(68) $ (72,299)
–
(1)
–
(1)
In the tables above:
‰ Cash instrument assets and liabilities are included in
financial instruments owned and financial instruments
sold, but not yet purchased, respectively.
‰ Cash instrument assets are shown as positive amounts
and cash instrument liabilities are shown as negative
amounts.
‰ Money market instruments includes commercial paper,
certificates of deposit and time deposits.
‰ Equity securities includes public and private equities,
exchange-traded funds and convertible debentures.
‰ As of both December 2017 and December 2016,
substantially all of the firm’s level 3 equity securities
consisted of private equity securities.
‰ Total cash instrument assets included collateralized debt
obligations (CDOs) and collateralized loan obligations
(CLOs) backed by real estate and corporate obligations of
$918 million and $461 million in level 2, and
$250 million and $624 million in level 3 as of
December 2017 and December 2016, respectively.
$ in millions
Level 1
Level 2
Level 3
Total
As of December 2016
Assets
Money market instruments
Government and agency obligations:
$
U.S.
Non-U.S.
Loans and securities backed by:
Commercial real estate
Residential real estate
Corporate loans and debt
securities
State and municipal obligations
Other debt obligations
Equity securities
Commodities
Subtotal
Investments in funds at NAV
Total cash instrument assets
Liabilities
Government and agency obligations:
188 $ 1,131 $
– $ 1,319
35,254
22,433
22,403
6,933
–
15
57,657
29,381
–
–
2,197
11,350
1,645
845
3,842
12,195
215
–
–
77,276
–
23,804
960
830
7,153
5,653
4,640
99
528
10,263
–
28,659
1,059
1,358
94,692
5,653
$135,366 $82,414 $18,035 $235,815
6,465
$242,280
U.S.
Non-U.S.
$ (16,615) $
(19,137)
(12) $
(1,364)
– $ (16,627)
(20,502)
(1)
Loans and securities backed by
residential real estate
Corporate loans and debt
securities
Other debt obligations
Equity securities
Total cash instrument liabilities
–
(3)
–
(3)
(2)
–
(25,768)
(6,524)
(1)
(156)
$ (61,522) $ (8,060) $
(6,570)
(44)
(1)
–
(17)
(25,941)
(62) $ (69,644)
Goldman Sachs 2017 Form 10-K 121
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Significant Unobservable Inputs
The table below presents the amount of level 3 assets, and
ranges and weighted averages of significant unobservable
inputs used to value the firm’s level 3 cash instruments.
Level 3 Assets and Range of Significant Unobservable
Inputs (Weighted Average) as of December
$ in millions
2017
2016
Loans and securities backed by commercial real estate
Level 3 assets
Yield
Recovery rate
Duration (years)
$1,645
4.6% to 22.0% (13.4%) 3.7% to 23.0% (13.0%)
14.3% to 89.0% (43.8%) 8.9% to 99.0% (60.6%)
0.8 to 6.2 (2.1)
0.8 to 6.4 (2.1)
$1,126
Loans and securities backed by residential real estate
Level 3 assets
Yield
Cumulative loss rate
Duration (years)
$845
0.8% to 15.6% (8.7%)
12.5% to 43.0% (21.8%) 8.9% to 47.1% (24.2%)
1.1 to 16.1 (7.3)
$668
2.3% to 15.0% (8.3%)
0.7 to 14.0 (6.9)
Corporate loans and debt securities
Level 3 assets
Yield
Recovery rate
Duration (years)
$4,640
3.6% to 24.5% (12.3%) 2.5% to 25.0% (10.3%)
0.0% to 85.3% (62.8%) 0.0% to 85.0% (56.5%)
0.6 to 15.7 (2.9)
0.5 to 7.6 (3.2)
$3,270
Equity securities
Level 3 assets
Multiples
Discount rate/yield
Capitalization rate
Other cash instruments
Level 3 assets
Yield
Recovery rate
Duration (years)
$9,904
1.1x to 30.5x (8.9x)
$10,263
0.8x to 19.7x (6.8x)
3.0% to 20.3% (14.0%) 6.5% to 25.0% (16.0%)
4.2% to 12.5% (6.8%)
4.3% to 12.0% (6.1%)
$427
4.0% to 11.7% (8.4%)
$642
1.9% to 14.0% (8.8%)
N/A 0.0% to 93.0% (61.4%)
0.9 to 12.0 (4.3)
3.5 to 11.4 (5.1)
In the table above:
‰ Ranges represent the significant unobservable inputs that
were used in the valuation of each type of cash
instrument.
‰ Weighted averages are calculated by weighting each input
by the relative fair value of the 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 cash instrument. 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 the firm’s level 3 cash instruments.
122 Goldman Sachs 2017 Form 10-K
‰ Increases in yield, discount rate, capitalization rate,
duration or cumulative loss rate used in the valuation of
the firm’s level 3 cash instruments would result in a lower
fair value measurement, while increases in recovery rate
or multiples would result
fair value
measurement. Due to the distinctive nature of each of the
firm’s level 3 cash instruments, the interrelationship of
inputs is not necessarily uniform within each product
type.
in a higher
‰ Equity securities includes private equity securities and
convertible debentures.
‰ Loans and securities backed by commercial and
residential real estate, corporate loans and debt securities
and other cash instruments 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.
‰ Recovery rate was not significant to the valuation of
level 3 other cash instrument assets as of December 2017.
Transfers Between Levels of the Fair Value Hierarchy
Transfers between levels of the fair value hierarchy are
reported at the beginning of the reporting period in which
they occur. See “Level 3 Rollforward” below for
information about transfers between level 2 and level 3.
During 2017, transfers into level 2 from level 1 of cash
instruments were $63 million, reflecting transfers of public
equity securities due to decreased market activity in these
instruments. Transfers into level 1 from level 2 of cash
instruments during 2017 were $154 million, reflecting
transfers of public equity securities due to increased market
activity in these instruments.
During 2016, transfers into level 2 from level 1 of cash
instruments were $135 million, reflecting transfers of
public equity securities due to decreased market activity in
these instruments. Transfers into level 1 from level 2 of cash
instruments during 2016 were $267 million, reflecting
transfers of public equity securities due to increased market
activity in these instruments.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Level 3 Rollforward
The table below presents a summary of the changes in fair
value for level 3 cash instrument assets and liabilities.
$ in millions
Total cash instrument assets
Beginning balance
Net realized gains/(losses)
Net unrealized gains/(losses)
Purchases
Sales
Settlements
Transfers into level 3
Transfers out of level 3
Ending balance
Total cash instrument liabilities
Beginning balance
Net realized gains/(losses)
Net unrealized gains/(losses)
Purchases
Sales
Settlements
Transfers into level 3
Transfers out of level 3
Ending balance
Year Ended December
2017
2016
$18,035
419
1,144
1,635
(3,315)
(2,265)
2,405
(2,663)
$15,395
$
$
(62)
(8)
(28)
97
(20)
(32)
(18)
3
(68)
$18,131
574
397
3,072
(2,326)
(3,503)
3,405
(1,715)
$18,035
$ (193)
20
19
91
(49)
(7)
(12)
69
(62)
$
In the table above:
‰ Changes in fair value are presented for all cash instrument
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.
‰ Purchases includes originations and secondary purchases.
‰ If a cash instrument asset or liability 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 cash
instrument assets,
increases are shown as positive
amounts, while decreases are shown as negative amounts.
For level 3 cash instrument liabilities, increases are shown
as negative amounts, while decreases are shown as
positive amounts.
‰ Level 3 cash instruments are frequently economically
hedged with level 1 and level 2 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 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 table below disaggregates, by product
the
information for cash instrument assets included in the
summary table above.
type,
$ in millions
Year Ended December
2017
2016
Loans and securities backed by commercial real estate
$ 1,645
Beginning balance
35
Net realized gains/(losses)
71
Net unrealized gains/(losses)
176
Purchases
(319)
Sales
(392)
Settlements
141
Transfers into level 3
Transfers out of level 3
(231)
$ 1,126
Ending balance
$
Loans and securities backed by residential real estate
845
Beginning balance
37
Net realized gains/(losses)
96
Net unrealized gains/(losses)
98
Purchases
(246)
Sales
(104)
Settlements
21
Transfers into level 3
(79)
Transfers out of level 3
668
Ending balance
$
Corporate loans and debt securities
Beginning balance
Net realized gains/(losses)
Net unrealized gains/(losses)
Purchases
Sales
Settlements
Transfers into level 3
Transfers out of level 3
Ending balance
Equity securities
Beginning balance
Net realized gains/(losses)
Net unrealized gains/(losses)
Purchases
Sales
Settlements
Transfers into level 3
Transfers out of level 3
Ending balance
Other cash instruments
Beginning balance
Net realized gains/(losses)
Net unrealized gains/(losses)
Purchases
Sales
Settlements
Transfers into level 3
Transfers out of level 3
Ending balance
$ 4,640
145
(13)
666
(1,003)
(1,062)
1,130
(1,233)
$ 3,270
$10,263
185
982
624
(1,702)
(559)
1,113
(1,002)
$ 9,904
$
$
642
17
8
71
(45)
(148)
–
(118)
427
$ 1,924
60
(19)
331
(320)
(617)
510
(224)
$ 1,645
$ 1,765
60
26
298
(791)
(278)
73
(308)
845
$
$ 5,242
261
34
1,078
(645)
(1,823)
1,023
(530)
$ 4,640
$ 8,549
158
371
1,122
(412)
(634)
1,732
(623)
$10,263
$
$
651
35
(15)
243
(158)
(151)
67
(30)
642
Goldman Sachs 2017 Form 10-K 123
Available-for-Sale Securities
The table below presents details about cash instruments
that are accounted for as available-for-sale.
Amortized
Cost
Fair
Value
Weighted
Average
Yield
$ in millions
As of December 2017
Less than 5 years
Greater than 5 years
Total U.S. government obligations
Less than 5 years
Greater than 5 years
Total other available-for-sale securities
$3,834 $3,800
5,222
9,022
5,207
9,041
19
233
252
19
235
254
Total available-for-sale securities
$9,293 $9,276
As of December 2016
Less than 5 years
Total U.S. government obligations
Less than 5 years
Greater than 5 years
Total other available-for-sale securities
Total available-for-sale securities
$
$
24 $
24
31
34
65
89 $
24
24
31
34
65
89
1.95%
2.41%
2.22%
0.43%
4.62%
4.30%
2.27%
0.43%
0.43%
2.11%
3.85%
3.03%
2.32%
In the table above:
‰ U.S. government obligations were classified in level 1 of
the fair value hierarchy as of both December 2017 and
December 2016.
‰ Other available-for-sale securities includes corporate debt
securities, other debt obligations, securities backed by
commercial real estate and money market instruments. As
of December 2017, substantially all of these securities
were classified in level 2 of the fair value hierarchy. As of
December 2016, these securities were primarily classified
in level 2 of the fair value hierarchy.
‰ The
unrealized
gross
accumulated other
available-for-sale securities were not material.
comprehensive
gains/(losses)
loss
included
in
related to
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Level 3 Rollforward Commentary
Year Ended December 2017. The net realized and
unrealized gains on level 3 cash instrument assets of
$1.56 billion (reflecting $419 million of net realized gains
and $1.14 billion of net unrealized gains) for 2017 included
gains/(losses) of approximately $(99) million, $1.13 billion
and $532 million reported in market making, other
principal transactions and interest income, respectively.
The net unrealized gains on level 3 cash instrument assets
for 2017 primarily reflected gains on private equity
securities,
corporate
driven
performance and company-specific events.
principally
strong
by
Transfers into level 3 during 2017 primarily reflected
transfers of certain corporate loans and debt securities and
private equity securities from level 2, principally due to
reduced price transparency as a result of a lack of market
evidence,
transactions in these
instruments.
including fewer market
Transfers out of level 3 during 2017 primarily reflected
transfers of certain corporate loans and debt securities and
private equity securities to level 2, principally due to
increased price transparency as a result of market evidence,
including market transactions in these instruments, and
transfers of certain corporate loans and debt securities to
level 2, principally due to certain unobservable yield and
duration inputs no longer being significant to the valuation
of these instruments.
Year Ended December 2016. The net realized and
unrealized gains on level 3 cash instrument assets of
$971 million (reflecting $574 million of net realized gains
and $397 million of net unrealized gains) for 2016 included
gains/(losses) of approximately $(311) million, $625 million
and $657 million reported in market making, other principal
transactions and interest income, respectively.
The net unrealized gains on level 3 cash instrument assets
for 2016 primarily reflected gains on private equity
securities,
corporate
driven
performance and company-specific events.
principally
strong
by
Transfers into level 3 during 2016 primarily reflected
transfers of certain private equity securities, corporate loans
and debt securities, and loans and securities backed by
commercial real estate 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 during 2016 primarily reflected
transfers of certain private equity securities, corporate loans
and debt securities, and loans and securities backed by
residential real estate to level 2, principally due to increased
price transparency as a result of market evidence, including
market transactions in these instruments.
124 Goldman Sachs 2017 Form 10-K
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Investments in Funds at Net Asset Value Per Share
Cash 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 its 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
company
measurement
accounting, including measurement of the investments at
fair value.
investment
principles
of
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
leveraged buyouts,
including
industries worldwide,
recapitalizations,
and distressed
growth investments
investments. Credit funds generally invest in loans and
other fixed income instruments and are focused on
for leveraged and
providing private high-yield capital
management
recapitalizations,
transactions,
buyout
financings, refinancings, acquisitions and restructurings for
private equity firms, private family companies and
invest globally,
corporate issuers. Real estate funds
primarily in real estate companies, loan portfolios, debt
recapitalizations and property. 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 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.
Many of the funds described above are “covered funds” as
defined in the Volcker Rule of the U.S. Dodd-Frank Wall
Street Reform and Consumer Protection Act (Dodd-Frank
Act). The Board of Governors of the Federal Reserve
System (Federal Reserve Board or FRB) extended the
conformance period to July 2022 for the firm’s investments
in, and relationships with, certain legacy “illiquid funds”
(as defined in the Volcker Rule) that were in place prior to
December 2013. This
to
substantially all of the firm’s remaining investments in, and
relationships with, covered funds in the table below.
extension is
applicable
The table below presents the fair value of the firm’s
investments in funds at NAV and related unfunded
commitments.
$ in millions
As of December 2017
Private equity funds
Credit funds
Hedge funds
Real estate funds
Total
As of December 2016
Private equity funds
Credit funds
Hedge funds
Real estate funds
Total
Fair Value of
Investments
Unfunded
Commitments
$3,478
266
223
629
$4,596
$4,628
421
410
1,006
$6,465
$ 614
985
–
201
$1,800
$1,393
166
–
272
$1,831
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
clearing
are
counterparties (OTC-cleared), while others are bilateral
contracts between two counterparties (bilateral OTC).
and settled through central
cleared
Goldman Sachs 2017 Form 10-K 125
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
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 inventory 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 lending activities in derivative
and cash instruments. 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 in certain fixed-
rate unsecured long-term and short-term borrowings, and
deposits, and to manage foreign currency exposure on the
net investment in certain non-U.S. operations.
The firm enters into various types of derivatives, including:
‰ Futures and Forwards. Contracts
commit
counterparties to purchase or sell financial instruments,
commodities or currencies in the future.
that
‰ 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 and liabilities are included in
financial instruments owned and financial instruments sold,
but not yet purchased, respectively. Realized and unrealized
gains and losses on derivatives not designated as hedges
under ASC 815 are included in market making and other
principal transactions in Note 4.
126 Goldman Sachs 2017 Form 10-K
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
financial
netting in the
condition, 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.
consolidated statements of
$ in millions
As of December 2017
As of December 2016
Derivative
Assets
Derivative
Liabilities
Derivative
Assets
Derivative
Liabilities
5,392
274,986
280,932
5,727
16,966
22,693
23
988
94,481
95,492
4,135
197
9,748
14,080
10,552
40,735
51,287
464,484
$
Not accounted for as hedges
Exchange-traded
OTC-cleared
Bilateral OTC
Total interest rates
OTC-cleared
Bilateral OTC
Total credit
Exchange-traded
OTC-cleared
Bilateral OTC
Total currencies
Exchange-traded
OTC-cleared
Bilateral OTC
Total commodities
Exchange-traded
Bilateral OTC
Total equities
Subtotal
Accounted for as hedges
OTC-cleared
Bilateral OTC
Total interest rates
OTC-cleared
Bilateral OTC
Total currencies
Subtotal
Total gross fair value
554 $
644 $
443 $
2,773
249,750
253,167
5,670
15,600
21,270
363
847
95,127
96,337
3,854
197
12,097
16,148
10,335
45,253
55,588
442,510
189,471
309,037
498,951
4,837
21,530
26,367
36
796
111,032
111,864
3,219
189
8,945
12,353
8,576
39,516
48,092
697,627
382
168,946
289,491
458,819
4,811
18,770
23,581
176
798
106,318
107,292
3,187
197
10,487
13,871
8,064
45,826
53,890
657,453
21
2,309
2,330
15
34
49
2,379
156
10
166
40
64
104
270
$ 466,863 $ 442,657 $ 706,239 $ 657,723
4,347
4,180
8,527
30
55
85
8,612
–
3
3
30
114
144
147
Offset in consolidated statements of financial condition
Exchange-traded
OTC-cleared
Bilateral OTC
Counterparty netting
OTC-cleared
Bilateral OTC
Cash collateral netting
Total amounts offset
$ (12,963) $ (12,963) $ (9,727) $ (9,727)
(171,864)
(385,647)
(567,238)
(2,940)
(40,046)
(42,986)
$(419,526) $(403,026) $(652,567) $(610,224)
(9,267)
(341,824)
(364,054)
(2,423)
(53,049)
(55,472)
(9,267)
(341,824)
(364,054)
(180)
(38,792)
(38,972)
(171,864)
(385,647)
(567,238)
(27,560)
(57,769)
(85,329)
Included in consolidated statements of financial condition
Exchange-traded
OTC-cleared
Bilateral OTC
Total
2,082
144
45,273
$ 47,337 $ 39,631 $ 53,672 $ 47,499
2,233 $
70
37,328
2,301 $
650
44,386
2,547 $
246
50,879
$
Not offset in consolidated statements of financial condition
Cash collateral
Securities collateral
Total
(535) $ (2,085)
(10,224)
$ 32,788 $ 28,534 $ 37,619 $ 35,190
(602) $ (2,375) $
(13,947)
(15,518)
(8,722)
$
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
$ in millions
Not accounted for as hedges
Exchange-traded
OTC-cleared
Bilateral OTC
Total interest rates
OTC-cleared
Bilateral OTC
Total credit
Exchange-traded
OTC-cleared
Bilateral OTC
Total currencies
Exchange-traded
OTC-cleared
Bilateral OTC
Total commodities
Exchange-traded
Bilateral OTC
Total equities
Subtotal
Accounted for as hedges
OTC-cleared
Bilateral OTC
Total interest rates
OTC-cleared
Bilateral OTC
Total currencies
Subtotal
Total notional amounts
Notional Amounts as of December
2017
2016
$10,212,510
14,739,556
12,862,328
37,814,394
386,163
868,226
1,254,389
10,450
98,549
7,331,516
7,440,515
239,749
3,925
250,547
494,221
655,485
1,127,812
1,783,297
48,786,816
52,785
15,188
67,973
2,210
8,347
10,557
78,530
$48,865,346
$ 4,425,532
16,646,145
11,131,442
32,203,119
378,432
1,045,913
1,424,345
13,800
62,799
5,576,748
5,653,347
227,707
3,506
196,899
428,112
605,335
959,112
1,564,447
41,273,370
55,328
36,607
91,935
1,703
8,544
10,247
102,182
$41,375,552
In the tables above:
‰ Gross fair values exclude the effects of both counterparty
not
collateral,
therefore
netting
representative of the firm’s exposure.
and
and
are
‰ 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 and derivative liabilities of $11.24 billion and
$13.00 billion, respectively, as of December 2017, and
derivative assets and derivative liabilities of $19.92 billion
and $20.79 billion, respectively, as of December 2016,
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.
reflecting transactions with these
During 2017, pursuant to a rule change at a clearing
organization and to an election under the rules of another
clearing organization,
transactions with such clearing
organizations are considered settled each day. The impact
of
two clearing
organizations as settled would have been a reduction in
gross derivative assets and liabilities as of December 2016
of $189.08 billion and $166.04 billion, respectively, and a
corresponding decrease in counterparty and cash collateral
netting, with no impact to the consolidated statements of
financial condition.
Valuation Techniques 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
such as Monte Carlo
option pricing methodologies,
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
Interest rate derivatives that
tight bid/offer spreads.
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.
swaps
reference indices,
‰ 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
large
that
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,
those sensitive to the
correlation between two or more underlying reference
obligations, generally have less price transparency.
such as
Goldman Sachs 2017 Form 10-K 127
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
‰ Currency. Prices for currency derivatives based on the
industrialized nations,
exchange
leading
rates of
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 observable
for contracts with shorter tenors.
‰ Commodity.
derivatives
Commodity
include
transactions referenced to energy (e.g., oil and natural
gas), 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 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. See Note 5 for an overview of the firm’s fair
value measurement policies.
Level 1 Derivatives
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 Derivatives
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.
128 Goldman Sachs 2017 Form 10-K
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 firm) and the relationship of
recent market activity to the prices provided from
alternative pricing sources.
Level 3 Derivatives
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 the majority of the firm’s interest rate and currency
derivatives classified in level 3, significant unobservable
inputs include correlations of certain currencies and
interest rates (e.g., the correlation between Euro inflation
and Euro interest
rate
volatilities.
rates) and specific interest
‰ 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
recovery rates and certain
correlations required to value credit derivatives (e.g., the
the underlying reference
likelihood of default of
obligation relative to one another).
entities,
‰ For
3
level
derivatives,
commodity
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.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
significantly from current market prices.
‰ 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
In
differ
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
the price
individual
performance for a basket of stocks to another asset class
such as commodities.
the correlation of
stocks or
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 below 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 appropriate exit price valuation. These
adjustments incorporate bid/offer spreads, the cost of
liquidity,
credit valuation adjustments 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.
for derivatives
include significant
In addition,
unobservable inputs, the firm makes model or exit price
adjustments to account
for the valuation uncertainty
present in the transaction.
that
Fair Value of Derivatives by Level
The tables below present the fair value of derivatives on a
gross basis by level and major product type, as well as the
impact of netting, included in the consolidated statements
of financial condition.
$ in millions
Level 1
Level 2
Level 3
Total
As of December 2017
Assets
Interest rates
Credit
Currencies
Commodities
Equities
Gross fair value
Counterparty netting in levels
Subtotal
Cross-level counterparty netting
Cash collateral netting
Net fair value
Liabilities
Interest rates
Credit
Currencies
Commodities
Equities
Gross fair value
Counterparty netting in levels
Subtotal
Cross-level counterparty netting
Cash collateral netting
Net fair value
–
–
–
8
26
–
$ 18 $ 282,933 $
3,640
140
353
409
4,853
(1,051)
19,053
95,401
13,727
50,870
461,984
(362,109)
311 $ 283,262
22,693
95,541
14,080
51,287
466,863
(363,160)
$ 26 $ 99,875 $ 3,802 $ 103,703
(894)
(55,472)
$ 47,337
–
–
–
(28)
(56)
–
(2,135)
(321)
(306)
(1,658)
(5,141)
1,051
(19,135)
(96,160)
(15,842)
(53,902)
(437,460)
362,109
$ (28) $(252,421) $ (721) $(253,170)
(21,270)
(96,481)
(16,148)
(55,588)
(442,657)
363,160
$ (56) $ (75,351) $(4,090) $ (79,497)
894
38,972
$ (39,631)
$ in millions
Level 1
Level 2
Level 3
Total
As of December 2016
Assets
Interest rates
Credit
Currencies
Commodities
Equities
Gross fair value
Counterparty netting in levels
Subtotal
Cross-level counterparty netting
Cash collateral netting
Net fair value
Liabilities
Interest rates
Credit
Currencies
Commodities
Equities
Gross fair value
Counterparty netting in levels
Subtotal
Cross-level counterparty netting
Cash collateral netting
Net fair value
$ 46
–
–
–
1
47
(12)
$ 35
$ 506,818
21,388
111,762
11,950
47,667
699,585
(564,100)
$ 135,485
$ 614
4,979
187
403
424
6,607
(1,417)
$ 507,478
26,367
111,949
12,353
48,092
706,239
(565,529)
$ 5,190 $ 140,710
(1,709)
(85,329)
$ 53,672
–
–
–
(967)
(994)
12
(2,475)
(184)
(330)
(3,840)
(7,824)
1,417
(21,106)
(107,212)
(13,541)
(49,083)
(648,905)
564,100
$ (27) $(457,963) $ (995) $(458,985)
(23,581)
(107,396)
(13,871)
(53,890)
(657,723)
565,529
$(982) $ (84,805) $(6,407) $ (92,194)
1,709
42,986
$ (47,499)
Goldman Sachs 2017 Form 10-K 129
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
In the tables above:
‰ The 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.
‰ Derivative assets are shown as positive amounts and
derivative liabilities are shown as negative amounts.
Significant Unobservable Inputs
The table below presents the amount of level 3 assets
(liabilities), and ranges, averages and medians of significant
unobservable inputs used to value the firm’s level 3
derivatives.
Level 3 Assets (Liabilities) and Range of Significant
Unobservable Inputs (Average/Median) as of December
$ in millions
Interest rates, net
2017
$(410)
2016
$(381)
the highest
‰ 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
rate
example,
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,
the firm’s level 3
derivatives.
fair value measurements of
correlation for
interest
‰ 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 flows 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-
Correlation
(10)% to 95% (71%/79%) (10)% to 86% (56%/60%)
product type correlation.
Volatility (bps)
Credit, net
31 to 150 (84/78)
$1,505
31 to 151 (84/57)
$2,504
Correlation
28% to 84% (61%/60%) 35% to 91% (65%/68%)
Credit spreads (bps)
1 to 633 (69/42)
1 to 993 (122/73)
‰ Natural gas spread represents the spread per million
British thermal units of natural gas.
‰ Oil spread represents the spread per barrel of oil and
Upfront credit points
0 to 97 (42/38)
0 to 100 (43/35)
refined products.
Recovery rates
Currencies, net
22% to 73% (68%/73%)
$(181)
1% to 97% (58%/70%)
$3
Correlation
Commodities, net
49% to 72% (61%/62%) 25% to 70% (50%/55%)
$73
$47
Volatility
9% to 79% (24%/24%) 13% to 68% (33%/33%)
Natural gas spread
Oil spread
Equities, net
Correlation
Volatility
$(2.38) to $3.34
($(0.22)/$(0.12))
$(2.86) to $23.61
($6.47/$2.35)
$(1,249)
$(1.81) to $4.33
($(0.14)/$(0.05))
$(19.72) to $64.92
($25.30/$16.43)
$(3,416)
(36)% to 94% (50%/52%) (39)% to 88% (41%/41%)
4% to 72% (24%/22%)
5% to 72% (24%/23%)
In the table above:
‰ Derivative assets are shown as positive amounts and
derivative liabilities are shown as negative amounts.
‰ Ranges represent the significant unobservable inputs that
were used in the valuation of each type of derivative.
‰ Averages represent the arithmetic average of the inputs
and are not weighted by the relative fair value or notional
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 and oil
spread inputs indicates that the majority of the inputs fall
in the lower end of the range.
130 Goldman Sachs 2017 Form 10-K
Range of Significant Unobservable Inputs
The following is 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
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.
volatility
for
‰ 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.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
‰ Commodity prices and spreads. The ranges for
commodity prices and spreads cover variability in
products, maturities and delivery locations.
Level 3 Rollforward
The table below presents a summary of the changes in fair
value for all level 3 derivatives.
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:
‰ 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.
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.
In general,
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.
$ in millions
Total level 3 derivatives
Beginning balance
Net realized gains/(losses)
Net unrealized gains/(losses)
Purchases
Sales
Settlements
Transfers into level 3
Transfers out of level 3
Ending balance
Year Ended December
2017
2016
$(1,217)
(119)
(436)
301
(611)
1,891
(39)
(58)
$ (288)
$
495
(37)
777
115
(3,557)
782
352
(144)
$(1,217)
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.
‰ 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. Transfers between levels are reported
at the beginning of the reporting period in which they
occur.
‰ 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
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.
Goldman Sachs 2017 Form 10-K 131
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
The table below disaggregates, by major product type, the
information for level 3 derivatives included in the summary
table above.
Year Ended December
2017
2016
$ (381)
(62)
20
4
(14)
30
(12)
5
$ (410)
$ 2,504
42
(188)
20
(27)
(739)
3
(110)
$ 1,505
$
3
(39)
(192)
4
(3)
62
(9)
(7)
$ (181)
$
$
73
(4)
216
102
(301)
(27)
(25)
13
47
$(3,416)
(56)
(292)
171
(266)
2,565
4
41
$(1,249)
$ (398)
(41)
(138)
5
(3)
36
195
(37)
$ (381)
$ 2,793
–
196
20
(73)
(516)
179
(95)
$ 2,504
$
$
(34)
(30)
(42)
14
(2)
90
1
6
3
$ (262)
(23)
101
24
(119)
391
(23)
(16)
73
$
$(1,604)
57
660
52
(3,360)
781
–
(2)
$(3,416)
$ in millions
Interest rates, net
Beginning balance
Net realized gains/(losses)
Net unrealized gains/(losses)
Purchases
Sales
Settlements
Transfers into level 3
Transfers out of level 3
Ending balance
Credit, net
Beginning balance
Net realized gains/(losses)
Net unrealized gains/(losses)
Purchases
Sales
Settlements
Transfers into level 3
Transfers out of level 3
Ending balance
Currencies, net
Beginning balance
Net realized gains/(losses)
Net unrealized gains/(losses)
Purchases
Sales
Settlements
Transfers into level 3
Transfers out of level 3
Ending balance
Commodities, net
Beginning balance
Net realized gains/(losses)
Net unrealized gains/(losses)
Purchases
Sales
Settlements
Transfers into level 3
Transfers out of level 3
Ending balance
Equities, net
Beginning balance
Net realized gains/(losses)
Net unrealized gains/(losses)
Purchases
Sales
Settlements
Transfers into level 3
Transfers out of level 3
Ending balance
132 Goldman Sachs 2017 Form 10-K
Level 3 Rollforward Commentary
Year Ended December 2017. The net realized and
unrealized losses on level 3 derivatives of $555 million
realized losses and
(reflecting $119 million of net
$436 million of net unrealized losses) for 2017 included
losses of $90 million and $465 million reported in market
making and other principal transactions, respectively.
The net unrealized losses on level 3 derivatives for 2017
were primarily attributable to losses on certain equity
derivatives, reflecting the impact of changes in equity prices,
losses on certain currency derivatives, primarily reflecting
the impact of changes in foreign exchanges rates, and losses
on certain credit derivatives, reflecting the impact of tighter
credit
spreads, partially offset by gains on certain
commodity derivatives, reflecting the impact of an increase
in commodity prices.
Transfers into level 3 derivatives during 2017 were not
material.
Transfers out of level 3 derivatives during 2017 primarily
reflected transfers of certain credit derivatives assets to
level 2, principally due to certain unobservable inputs no
longer being significant to the valuation of these derivatives.
Year Ended December 2016. The net realized and
unrealized gains on level 3 derivatives of $740 million
(reflecting $37 million of net
realized losses and
$777 million of net unrealized gains) for 2016 included
and
gains/(losses)
$(240) million reported in market making and other
principal transactions, respectively.
$980 million
approximately
of
The net unrealized gains on level 3 derivatives for 2016
were primarily attributable to gains on certain equity
derivatives, reflecting the impact of an increase in equity
prices.
Transfers into level 3 derivatives during 2016 primarily
reflected transfers of certain interest rate derivative assets
from level 2, principally due to reduced transparency of
certain unobservable inputs used to value these derivatives,
and transfers of certain credit derivative assets from level 2
primarily due to unobservable credit
spread inputs
becoming significant to the net risk of certain portfolios.
Transfers out of level 3 derivatives during 2016 primarily
reflected transfers of certain credit derivatives assets to
level 2, primarily due to unobservable credit spread inputs
no longer being significant to the net risk of certain
portfolios.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
OTC Derivatives
The table below presents the fair values of OTC derivative
assets and liabilities by tenor and major product type.
$ in millions
As of December 2017
Less than
1 Year
1 - 5
Years
Greater than
5 Years
Total
Assets
Interest rates
760
Credit
12,184
Currencies
3,175
Commodities
Equities
4,969
Counterparty netting in tenors (3,719)
Subtotal
Cross-tenor counterparty netting
Cash collateral netting
Total
$ 3,717 $15,445
4,079
6,219
2,526
5,607
(4,594)
$21,086 $29,282
Liabilities
Interest rates
2,078
Credit
14,326
Currencies
3,599
Commodities
Equities
6,453
Counterparty netting in tenors (3,719)
Subtotal
Cross-tenor counterparty netting
Cash collateral netting
Total
$ 4,517 $ 8,471
3,588
7,119
2,167
6,647
(4,594)
$27,254 $23,398
As of December 2016
Assets
Interest rates
Credit
Currencies
Commodities
Equities
Counterparty netting in tenors
Subtotal
Cross-tenor counterparty netting
Cash collateral netting
Total
1,763
18,344
3,273
3,141
(3,543)
$ 5,845 $18,376
2,695
8,292
1,415
9,249
(5,550)
$28,823 $34,477
Liabilities
Interest rates
Credit
Currencies
Commodities
Equities
Counterparty netting in tenors
Subtotal
Cross-tenor counterparty netting
Cash collateral netting
Total
$ 5,679 $10,814
3,328
2,060
9,771
14,720
2,546
1,555
7,000 10,426
(5,550)
(3,543)
$28,462 $30,344
3,338
7,245
181
1,387
(2,807)
$57,200 $ 76,362
8,177
25,648
5,882
11,963
(11,120)
$66,544 $116,912
(16,404)
(55,472)
$ 45,036
1,088
4,802
2,465
3,381
(2,807)
$33,193 $ 46,181
6,754
26,247
8,231
16,481
(11,120)
$42,122 $ 92,774
(16,404)
(38,972)
$ 37,398
4,889
8,428
179
1,341
(3,794)
$79,507 $103,728
9,347
35,064
4,867
13,731
(12,887)
$90,550 $153,850
(17,396)
(85,329)
$ 51,125
1,167
5,879
2,315
2,614
(3,794)
$38,812 $ 55,305
6,555
30,370
6,416
20,040
(12,887)
$46,993 $105,799
(17,396)
(42,986)
$ 45,417
In the table above:
‰ Tenor is based on expected duration for mortgage-related
credit derivatives and generally on remaining contractual
maturity for other 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
included in cross-tenor
categories,
counterparty netting.
the netting is
Credit Derivatives
The firm enters into a broad array of credit derivatives in
locations around the world to facilitate client transactions
and to manage the credit risk associated with market-
making and investing and lending 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
to pay,
conventions. Credit
bankruptcy, acceleration of indebtedness, restructuring,
repudiation and dissolution of the reference entity.
include
failure
events
into the following types of credit
The firm enters
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 (reference entity) 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 of protection.
However, if a credit event occurs, the seller of protection
is required to make a payment to the buyer of protection,
which is calculated in accordance with 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.
Goldman Sachs 2017 Form 10-K 133
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
‰ 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
these junior
losses exceed the notional amount of
tranches, any excess loss is covered by the next most
senior tranche in the capital structure.
‰ 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 from the
protection seller a floating rate of interest and protection
against any reduction in fair value of the reference
obligation, and in return 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
institutions and are subject to stringent
with financial
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.
gross notional
As of December 2017, written and purchased credit
derivatives had total
amounts of
$611.04 billion and $643.37 billion, respectively, for total
net notional purchased protection of $32.33 billion. As of
December 2016, written and purchased credit derivatives
had total gross notional amounts of $690.47 billion and
$733.98 billion,
total net notional
purchased protection of $43.51 billion. Substantially all of
the firm’s written and purchased credit derivatives are
credit default swaps.
respectively,
for
134 Goldman Sachs 2017 Form 10-K
The table below presents certain information about credit
derivatives.
Credit Spread on Underlier (basis points)
$ in millions
0 - 250
As of December 2017
251 -
500
501 -
1,000
Greater
than
1,000
Total
Maximum Payout/Notional Amount of Written Credit Derivatives by Tenor
705 $ 4,067 $195,749
Less than 1 year
362,373
1 – 5 years
Greater than 5 years
52,918
$567,758 $20,874 $10,269 $12,139 $611,040
Total
$182,446 $ 8,531 $
335,872
49,440
10,201
2,142
7,553
519
8,747
817
$492,325 $13,424 $ 9,395 $10,663 $525,807
117,563
Maximum Payout/Notional Amount of Purchased Credit Derivatives
Offsetting
Other
14,483
Fair Value of Written Credit Derivatives
Asset
Liability
Net asset/(liability)
155 $ 15,193
513 $
402
5,970
111 $ (544) $ (3,765) $ 9,223
$ 14,317 $
896
$ 13,421 $
208 $
752
99,861
1,442
1,777
3,920
As of December 2016
Maximum Payout/Notional Amount of Written Credit Derivatives by Tenor
$207,727 $ 5,819 $ 1,016 $ 8,629 $223,191
Less than 1 year
409,092
1 – 5 years
Greater than 5 years
58,183
$635,912 $27,002 $10,704 $16,848 $690,466
Total
375,208
52,977
17,255
3,928
8,643
1,045
7,986
233
$558,305 $20,588 $10,133 $15,186 $604,212
129,765
Maximum Payout/Notional Amount of Purchased Credit Derivatives
Offsetting
7,712
Other
Fair Value of Written Credit Derivatives
Asset
Liability
Net asset/(liability)
45 $ 14,757
9,833
$ 11,483 $ (296) $ (622) $ (5,641) $ 4,924
$ 13,919 $
2,436
606 $
902
187 $
809
119,509
1,446
1,098
5,686
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 based on expected duration for mortgage-related
credit derivatives and on remaining contractual maturity
for other credit derivatives.
‰ 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 and are included in offsetting.
‰ Other purchased credit derivatives represent the notional
amount of all other purchased credit derivatives not
included in offsetting.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Impact of Credit Spreads on Derivatives
On an ongoing basis, the firm realizes gains or losses
relating to changes in credit risk through the unwind of
derivative contracts and changes in credit mitigants.
The net gain, including hedges, attributable to the impact of
changes in credit exposure and credit spreads (counterparty
and the firm’s) on derivatives was $66 million for 2017,
$85 million for 2016 and $9 million for 2015.
Bifurcated Embedded Derivatives
The table below presents the fair value and the notional
amount of derivatives that have been bifurcated from their
related borrowings.
$ in millions
Fair value of assets
Fair value of liabilities
Net liability
Notional amount
As of December
2017
2016
$ 882
1,200
$ 318
$ 676
864
$ 188
$9,578
$8,726
In the table above, these derivatives, which are recorded at
fair value, primarily consist of interest rate, equity and
commodity products and are included in unsecured short-
term borrowings and unsecured long-term borrowings with
the related borrowings. See Note 8 for further information.
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
these bilateral agreements by
assesses the impact of
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 the aggregate fair value of net
derivative liabilities under such agreements (excluding
application of collateral posted to reduce these liabilities),
the related aggregate fair value of the assets posted as
collateral and the additional collateral or termination
payments that could have been called by counterparties in
the event of a one-notch and two-notch downgrade in the
firm’s credit ratings.
$ in millions
As of December
2017
2016
Net derivative liabilities under bilateral agreements $29,877 $32,927
$25,329 $27,840
Collateral posted
Additional collateral or termination payments:
One-notch downgrade
Two-notch downgrade
358 $
$
677
$ 1,856 $ 2,216
Hedge Accounting
The firm applies hedge accounting for (i) certain interest
rate swaps used to manage the interest rate exposure of
certain fixed-rate unsecured long-term and short-term
borrowings and certain fixed-rate certificates of deposit and
(ii) certain foreign currency forward contracts and foreign
currency-denominated debt used to manage
foreign
currency exposures 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
the firm must
exposure being hedged. Additionally,
formally document the hedging relationship at inception
and test 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 certain interest rate swaps as fair value
hedges of certain fixed-rate unsecured long-term and short-
term debt and fixed-rate certificates of deposit. These
interest rate swaps hedge changes in fair value attributable
to the designated benchmark interest rate (e.g., London
Interbank Offered Rate (LIBOR) or Overnight Index Swap
Rate), effectively converting a substantial portion of fixed-
rate obligations into floating-rate obligations.
The firm applies a statistical method that utilizes regression
analysis when assessing the effectiveness of its fair value
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%.
Goldman Sachs 2017 Form 10-K 135
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
For qualifying fair value hedges, gains or losses on
derivatives are included in interest expense. The change in
fair value of the hedged item attributable to the risk being
hedged is reported as an adjustment to its carrying value
and is subsequently amortized into interest expense over its
remaining life. Gains or losses resulting from hedge
ineffectiveness are included in interest 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 to interest 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, the related hedged
borrowings and deposits, and the hedge ineffectiveness on
these derivatives, which primarily consists of amortization
of prepaid credit spreads resulting from the passage of time.
$ in millions
Year Ended December
2017
2016
2015
Interest rate hedges
Hedged borrowings and deposits
Hedge ineffectiveness
$(2,867)
2,183
$ (684)
$(1,480)
834
$ (646)
$(1,613)
898
$ (715)
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, the gains or losses on
the hedging instruments,
to the extent effective, are
included in currency translation.
136 Goldman Sachs 2017 Form 10-K
The table below presents the gains/(losses)
investment hedging.
from net
$ in millions
Hedges:
Year Ended December
2017
2016
2015
Foreign currency forward contract
Foreign currency-denominated debt
$(805)
$ (67)
$135
$ (85)
$695
$ (9)
The gain/(loss) related to ineffectiveness was not material
for 2017, 2016 or 2015. The net gain/(loss) reclassified to
earnings from accumulated other comprehensive income
was $41 million (reflecting a gain of $205 million related to
hedges and a loss of $164 million on the related net
investments in non-U.S. operations) for 2017, $28 million
(reflecting a gain of $167 million related to hedges and a
loss of $139 million on the related net investments in
non-U.S. operations) for 2016 and not material for 2015.
As of December 2017 and December 2016, the firm had
designated $1.81 billion and $1.69 billion, respectively, of
foreign currency-denominated debt, included in unsecured
long-term borrowings
short-term
and
borrowings, as hedges of net investments in non-U.S.
subsidiaries.
unsecured
Note 8.
Fair Value Option
Other Financial Assets and Financial Liabilities at
Fair Value
In addition to all cash and derivative instruments included
in financial instruments owned and financial instruments
sold, but not yet purchased, the firm accounts for certain of
its other financial assets and financial liabilities at fair
value, substantially all of which are accounted for at fair
value 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
financial
(e.g.,
measurement attributes
instruments owned 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
transfers of
‰ 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).
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
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 financial liabilities accounted for
at fair value under the fair value option include:
‰ Repurchase agreements and substantially all
resale
agreements;
‰ Securities borrowed and loaned within Fixed Income,
Currency and Commodities Client Execution (FICC
Client Execution);
‰ Substantially all other secured financings,
including
transfers of assets accounted for as financings rather than
sales;
‰ Certain unsecured short-term and long-term borrowings,
all of which are hybrid financial
substantially
instruments;
‰ Certain receivables from customers and counterparties,
including transfers of assets accounted for as secured
loans rather than purchases and certain margin loans;
‰ Certain time deposits
issued by the firm’s bank
subsidiaries (deposits with no stated maturity are not
including
eligible for a fair value option election),
structured certificates of deposit, which are hybrid
financial instruments; and
‰ Certain subordinated liabilities of consolidated VIEs.
Fair Value of Other Financial Assets and Financial
Liabilities by Level
The table below presents, by level within the fair value
hierarchy, other financial assets and financial 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 December 2017
Assets
Securities purchased under
agreements to resell
Securities borrowed
Receivables from customers
and counterparties
Total
Liabilities
Deposits
Securities sold under agreements
to repurchase
Securities loaned
Other secured financings
Unsecured borrowings:
Short-term
Long-term
Other liabilities and accrued
expenses
Total
As of December 2016
Assets
Securities purchased under
agreements to resell
Securities borrowed
Receivables from customers
and counterparties
Total
Liabilities
Deposits
Securities sold under agreements
to repurchase
Securities loaned
Other secured financings
Unsecured borrowings:
Short-term
Long-term
Other liabilities and accrued
expenses
Total
$ – $ 120,420 $
–
–
78,189
3,522
$ – $ 202,131 $
– $ 120,420
78,189
–
4
3,526
4 $ 202,135
$ – $ (19,934) $ (2,968) $ (22,902)
–
–
–
–
–
(84,681)
(5,357)
(23,956)
(37)
–
(389)
(84,718)
(5,357)
(24,345)
(12,310)
(31,204)
(4,594)
(7,434)
(16,904)
(38,638)
–
(268)
$ – $(177,670) $(15,462) $(193,132)
(228)
(40)
$ – $ 116,077 $
–
–
82,398
3,211
$ – $ 201,686 $
– $ 116,077
82,398
–
55
3,266
55 $ 201,741
$ – $ (10,609) $ (3,173) $ (13,782)
–
–
–
–
–
(71,750)
(2,647)
(20,516)
(66)
–
(557)
(71,816)
(2,647)
(21,073)
(10,896)
(22,185)
(3,896)
(7,225)
(14,792)
(29,410)
–
(621)
$ – $(139,162) $(14,979) $(154,141)
(559)
(62)
In the table above, other financial assets are shown as
positive amounts and other financial liabilities are shown as
negative amounts.
Goldman Sachs 2017 Form 10-K 137
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Valuation Techniques and Significant Inputs
Other financial assets and financial liabilities at fair value
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
ranges
represent
See below for information about the significant inputs used
to value other financial assets and financial liabilities at fair
value,
including the ranges of significant unobservable
inputs used to value the level 3 instruments within these
categories. These
significant
unobservable inputs that were used in the valuation of each
type of other financial assets and financial liabilities at fair
value. 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 instrument. For
example,
the highest yield presented below for other
secured financings is appropriate for valuing a specific
agreement in that category but may not be appropriate for
valuing any other agreements in that category. Accordingly,
the ranges of inputs presented below do not represent
value
uncertainty
measurements of the firm’s level 3 other financial assets and
financial liabilities.
in, or possible
ranges of,
fair
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
rates. As of both December 2017 and
interest
December 2016, the firm had no level 3 resale agreements,
securities borrowed or securities loaned. As of both
December 2017 and December 2016, the firm’s level 3
repurchase agreements were not material. See Note 10 for
further information about collateralized agreements and
financings.
138 Goldman Sachs 2017 Form 10-K
Other Secured Financings. The significant inputs to the
valuation of other secured financings at fair value are the
amount and timing of expected future cash flows, interest
rates, funding spreads, the fair value of the collateral
delivered by the firm (which is determined using the
amount and timing of expected future cash flows, market
prices, market yields and recovery assumptions) and the
frequency of additional collateral calls. The ranges of
significant unobservable inputs used to value level 3 other
secured financings are as follows:
As of December 2017:
‰ Yield: 0.6% to 13.0% (weighted average: 3.3%)
‰ Duration: 0.7 to 11.0 years (weighted average: 2.7 years)
As of December 2016:
‰ Yield: 0.4% to 16.6% (weighted average: 3.5%)
‰ Duration: 0.1 to 5.7 years (weighted average: 2.3 years)
in a lower
Generally, increases in funding spreads, yield or duration,
in isolation, would result
fair value
measurement. Due to the distinctive nature of each of the
firm’s level 3 other secured financings, the interrelationship
of inputs is not necessarily uniform across such financings.
See Note 10 for further information about collateralized
agreements and financings.
Unsecured Short-term and Long-term Borrowings.
The significant inputs to the valuation of unsecured short-
term and long-term borrowings at fair value are the amount
and timing of expected future cash flows, interest rates, the
credit spreads of the firm, as well as commodity prices in
the case of 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. See Note 7 for
further information about derivatives. See Notes 15 and 16
for further information about unsecured short-term and
long-term borrowings, respectively.
Certain of the firm’s unsecured short-term and long-term
borrowings are classified in level 3, substantially all of
which are hybrid financial instruments. As the significant
unobservable inputs used to value hybrid financial
instruments primarily relate to the embedded derivative
component of
inputs are
incorporated in the firm’s derivative disclosures related to
unobservable inputs in Note 7.
these borrowings,
these
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Receivables from Customers and Counterparties.
Receivables from customers and counterparties at fair value
primarily consist of transfers of assets accounted for as
secured loans rather than purchases. The significant inputs
to the valuation of such receivables are commodity prices,
interest rates, the amount and timing of expected future
cash flows and funding spreads. As of both December 2017
and December 2016, the firm’s level 3 receivables from
customers and counterparties were not material.
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. See Note 7 for further information
about derivatives and Note 14 for further information
about deposits.
The firm’s deposits 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,
these inputs are incorporated in the firm’s
derivative disclosures related to unobservable inputs in
Note 7.
Transfers Between Levels of the Fair Value Hierarchy
Transfers between levels of the fair value hierarchy are
reported at the beginning of the reporting period in which
they occur. There were no transfers of other financial assets
and financial liabilities between level 1 and level 2 during
both 2017 and 2016. See “Level 3 Rollforward” below for
information about transfers between level 2 and level 3.
Level 3 Rollforward
The table below presents a summary of the changes in fair
value for level 3 other financial assets and financial
liabilities accounted for at fair value.
$ in millions
Total other financial assets
Beginning balance
Net realized gains/(losses)
Net unrealized gains/(losses)
Purchases
Settlements
Ending balance
Total other financial liabilities
Beginning balance
Net realized gains/(losses)
Net unrealized gains/(losses)
Purchases
Sales
Issuances
Settlements
Transfers into level 3
Transfers out of level 3
Ending balance
Year Ended December
2017
2016
$
$
55
–
–
1
(52)
4
$
$
45
6
1
10
(7)
55
$(14,979)
(362)
(1,047)
(3)
1
(8,382)
6,859
(611)
3,062
$(15,462)
$(11,244)
(99)
(7)
(8)
–
(10,236)
5,983
(759)
1,391
$(14,979)
In the table above:
‰ Changes in fair value are presented for all other financial
assets and financial 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.
‰ If a financial asset or financial liability 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 financial liabilities are
frequently economically hedged with cash instruments
and derivatives. 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 cash instruments or
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.
Goldman Sachs 2017 Form 10-K 139
The net unrealized losses on level 3 other financial liabilities
for 2017 primarily reflected losses on certain hybrid
financial instruments included in unsecured long-term and
short-term borrowings, principally due to an increase in
global equity prices and the impact of tighter credit spreads,
and losses on certain hybrid financial instruments included
in deposits, principally due to the impact of an increase in
the market value of the underlying assets.
Transfers into level 3 of other financial liabilities during
2017 primarily reflected transfers of certain hybrid
financial
instruments included in unsecured long-term
borrowings from level 2, principally due to reduced
transparency of volatility inputs used to value these
instruments.
Transfers out of level 3 of other financial liabilities during
2017 primarily reflected transfers of certain hybrid
financial instruments included in unsecured long-term and
short-term borrowings to level 2, principally due to
increased transparency of certain inputs used to value these
instruments as a result of market transactions in similar
instruments, and transfers of certain hybrid financial
instruments included in deposits to level 2, principally due
to increased transparency of correlation and volatility
inputs used to value these instruments.
Year Ended December 2016. The net realized and
unrealized losses on level 3 other financial liabilities of
$106 million (reflecting $99 million of net realized losses
and $7 million of net unrealized losses) for 2016 included
losses of approximately $21 million and $10 million
reported in market making
expense,
respectively, in the consolidated statements of earnings, and
losses of $75 million reported in debt valuation adjustment
in the consolidated statements of comprehensive income.
and interest
The net unrealized losses on level 3 other financial liabilities
for 2016 primarily reflected losses on certain hybrid
financial
instruments included in unsecured short-term
borrowings, principally due to an increase in global equity
prices, and losses on certain hybrid financial instruments
included in deposits, principally due to the impact of an
increase in the market value of the underlying assets,
partially offset by gains on certain hybrid financial
instruments included in unsecured long-term borrowings,
principally due to changes in foreign exchange rates.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
The table below disaggregates, by the consolidated
statements of financial condition line items, the information
for other financial liabilities included in the summary table
above.
$ in millions
Deposits
Beginning balance
Net realized gains/(losses)
Net unrealized gains/(losses)
Issuances
Settlements
Transfers out of level 3
Ending balance
Securities sold under agreements to repurchase
Beginning balance
Net unrealized gains/(losses)
Settlements
Ending balance
Other secured financings
Beginning balance
Net realized gains/(losses)
Net unrealized gains/(losses)
Purchases
Sales
Issuances
Settlements
Transfers into level 3
Transfers out of level 3
Ending balance
Unsecured short-term borrowings
Beginning balance
Net realized gains/(losses)
Net unrealized gains/(losses)
Issuances
Settlements
Transfers into level 3
Transfers out of level 3
Ending balance
Unsecured long-term borrowings
Beginning balance
Net realized gains/(losses)
Net unrealized gains/(losses)
Purchases
Issuances
Settlements
Transfers into level 3
Transfers out of level 3
Ending balance
Other liabilities and accrued expenses
Beginning balance
Net realized gains/(losses)
Net unrealized gains/(losses)
Issuances
Settlements
Ending balance
Year Ended December
2017
2016
$(3,173)
(6)
(239)
(661)
232
879
$(2,968)
$
$
(66)
(1)
30
(37)
$ (557)
17
(40)
(3)
1
(32)
171
(12)
66
$ (389)
$(3,896)
(332)
(230)
(4,599)
3,675
(131)
919
$(4,594)
$(7,225)
(60)
(559)
–
(3,071)
2,751
(468)
1,198
$(7,434)
$
$
(62)
19
22
(19)
–
(40)
$(2,215)
(22)
(89)
(993)
146
–
$(3,173)
$
$
(71)
(6)
11
(66)
$ (549)
(8)
(3)
(5)
–
(150)
273
(117)
2
$ (557)
$(4,133)
(57)
(115)
(3,837)
3,492
(370)
1,124
$(3,896)
$(4,224)
(27)
190
(3)
(5,201)
2,047
(272)
265
$(7,225)
$
$
(52)
15
16
(55)
14
(62)
Level 3 Rollforward Commentary
Year Ended December 2017. The net realized and
unrealized losses on level 3 other financial liabilities of
$1.41 billion (reflecting $362 million of net realized losses
for 2017
and $1.05 billion of net unrealized losses)
included losses of $1.20 billion, $45 million and
$10 million reported in market making, other principal
transactions and interest expense, respectively,
in the
earnings, and losses of
consolidated statements of
$149 million reported in debt valuation adjustment in the
consolidated statements of comprehensive income.
140 Goldman Sachs 2017 Form 10-K
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Transfers into level 3 of other financial liabilities during
2016 primarily reflected transfers of certain hybrid
financial instruments included in unsecured short-term and
long-term borrowings from level 2, principally due to
reduced transparency of
including
correlation and volatility inputs used to value these
instruments.
certain inputs,
Transfers out of level 3 of other financial liabilities during
2016 primarily reflected transfers of certain hybrid
financial instruments included in unsecured short-term and
long-term borrowings to level 2, principally due to
increased transparency of correlation and volatility inputs
used to value these instruments.
Gains and Losses on Financial Assets and Financial
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 firm electing to apply the fair
value option to certain financial assets and financial
liabilities.
$ in millions
Year Ended December
2017
2016
2015
Unsecured short-term borrowings
Unsecured long-term borrowings
Other liabilities and accrued expenses
Other
Total
$(2,585)
(1,357)
222
(620)
$(4,340)
$(1,028)
584
(55)
(630)
$(1,129)
$ 346
771
(684)
(217)
$ 216
In the table above:
‰ Gains/(losses) are included in market making and other
principal transactions.
‰ 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
unsecured
short-term
in
borrowings are substantially all related to the embedded
derivative component of hybrid financial instruments for
2017, 2016 and 2015. Gains/(losses)
included in
unsecured long-term borrowings are primarily related to
the embedded derivative component of hybrid financial
instruments for 2017, 2016 and 2015. 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.
‰ Other liabilities and accrued expenses includes gains/
(losses) on certain subordinated liabilities of consolidated
VIEs.
‰ Other primarily consists of gains/(losses) on receivables
from customers and counterparties, deposits and other
secured financings.
Excluding the gains and losses on the instruments
accounted for under the fair value option described above,
market making and other principal transactions primarily
represent gains and losses on financial instruments owned
and financial instruments sold, but not yet purchased.
Loans and Lending Commitments
The table below presents the difference between the
aggregate fair value and the aggregate contractual principal
amount for loans and long-term receivables for which the
fair value option was elected.
$ in millions
As of December
2017
2016
Performing loans and long-term receivables
Aggregate contractual principal in excess of fair value $ 952 $ 478
Loans on nonaccrual status and/or more than 90 days past due
Aggregate contractual principal in excess of fair value $5,266 $8,101
Aggregate fair value of loans on nonaccrual status
and/or more than 90 days past due
$2,104 $2,138
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.
As of December 2017 and December 2016, the fair value of
unfunded lending commitments for which the fair value
option was elected was a liability of $31 million and
$80 million, respectively, and the related total contractual
amount of these lending commitments was $9.94 billion
and $7.19 billion, respectively. See Note 18 for further
information about lending commitments.
Long-Term Debt Instruments
The difference between the aggregate contractual principal
amount and the related fair value of long-term other
secured financings for which the fair value option was
elected was not material as of December 2017, and the
aggregate contractual principal amount exceeded the
related fair value by $361 million as of December 2016.
The aggregate contractual principal amount of unsecured
long-term borrowings for which the fair value option was
elected exceeded the related fair value by $1.69 billion and
$1.56 billion as of December 2017 and December 2016,
respectively. The amounts above include both principal-
and non-principal-protected long-term borrowings.
Goldman Sachs 2017 Form 10-K 141
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Impact of Credit Spreads on Loans and Lending
Commitments
The estimated net gain attributable to changes
in
instrument-specific credit spreads on loans and lending
commitments for which the fair value option was elected
was $268 million for 2017, $281 million for 2016 and
$751 million for 2015. 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.
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 details about the net DVA losses
on such financial liabilities.
$ in millions
DVA (pre-tax)
DVA (net of tax)
Year Ended December
2017
$(1,232)
$ (807)
2016
$(844)
$(544)
In the table above:
‰ DVA (net of tax) is included in debt valuation adjustment
in the consolidated statements of comprehensive income.
‰ The
gains/(losses)
reclassified
other
accumulated
extinguishment of such financial
material for both 2017 and 2016.
comprehensive
to
from
earnings
upon
loss
liabilities were not
Note 9.
Loans Receivable
Loans receivable consists of loans held for investment that
are accounted for at amortized cost net of allowance for
loan losses. Interest on loans receivable is recognized over
the life of the loan and is recorded on an accrual basis.
The table below presents details about loans receivable.
$ in millions
Corporate loans
Loans to PWM clients
Loans backed by commercial real estate
Loans backed by residential real estate
Marcus loans
Other loans
Total loans receivable, gross
Allowance for loan losses
Total loans receivable
As of December
2017
2016
$30,749
16,591
7,987
6,234
1,912
3,263
66,736
(803)
$65,933
$24,837
13,828
4,761
3,865
208
2,682
50,181
(509)
$49,672
As of December 2017 and December 2016, the fair value of
loans receivable was $66.29 billion and $49.80 billion,
respectively. Had these loans been carried at fair value and
included in the fair value hierarchy, $38.75 billion and
$28.40 billion would have been classified in level 2, and
$27.54 billion and $21.40 billion would have been
classified in level 3, as of December 2017 and
December 2016, respectively.
The following is a description of the captions in the table
above:
‰ Corporate Loans. Corporate loans includes term loans,
revolving lines of credit, letter of credit facilities and
bridge loans, and are principally used for operating
liquidity
in
connection with acquisitions. Corporate loans may be
secured or unsecured, depending on the loan purpose, the
risk profile of the borrower and other factors. Loans
receivable related to the firm’s relationship lending
activities are reported within corporate loans.
corporate purposes, or
and general
‰ Loans to Private Wealth Management Clients. Loans
to Private Wealth Management (PWM) clients includes
loans used by clients to finance private asset purchases,
employ leverage for strategic investments in real or
financial assets, bridge cash flow timing gaps or provide
liquidity for other needs. Such loans are primarily secured
by securities or other assets.
‰ Loans Backed by Commercial Real Estate. Loans
backed by commercial real estate includes loans extended
by the firm that are directly or indirectly secured by
hotels, retail stores, multifamily housing complexes and
commercial and industrial properties. Loans backed by
commercial real estate also includes loans purchased by
the firm.
142 Goldman Sachs 2017 Form 10-K
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
‰ Loans Backed by Residential Real Estate. Loans
backed by residential real estate includes loans extended
by the firm to clients who warehouse assets that are
directly or indirectly secured by residential real estate.
Loans backed by residential real estate also includes loans
purchased by the firm.
‰ Marcus Loans. Marcus loans represents unsecured loans
to retail clients.
‰ Other Loans. Other loans primarily includes loans
extended to clients who warehouse assets that are directly
or indirectly secured by retail loans, including auto loans,
and private student loans and other assets.
The firm monitors the geographic diversification of loans
receivable. The regional composition of such loans was
approximately 79% and 78% in the Americas,
approximately 17% and 18% in Europe, Middle East and
Africa (EMEA), and approximately 4% and 4% in Asia as
of December 2017 and December 2016, respectively.
table
Lending Commitments
The
lending
commitments that are held for investment and accounted
for on an accrual basis.
below presents
details
about
$ in millions
Corporate
Other
Total
As of December
2017
2016
$118,553
5,951
$124,504
$93,407
4,638
$98,045
In the table above:
‰ Corporate lending commitments primarily relates to the
firm’s relationship lending activities.
‰ Other lending commitments primarily relates to lending
commitments extended by the firm to clients who
warehouse assets backed by real estate and other assets.
‰ The carrying value of
lending commitments were
liabilities of $423 million (including allowance for losses
of $274 million) and $327 million (including allowance
for losses of $212 million) as of December 2017 and
December 2016, respectively.
‰ The estimated fair value of such lending commitments
were liabilities of $2.27 billion and $2.55 billion as of
December 2017 and December 2016, respectively. Had
these lending commitments been carried at fair value and
included in the fair value hierarchy, $772 million and
$1.10 billion would have been classified in level 2, and
$1.50 billion and $1.45 billion would have been classified
in level 3, as of December 2017 and December 2016,
respectively.
Purchased Credit Impaired (PCI) Loans
Loans receivable includes PCI
loans, which represent
acquired loans or pools of loans with evidence of credit
deterioration subsequent to their origination and where it is
probable, at acquisition, that the firm will not be able to
collect all contractually required payments. Loans acquired
within the same reporting period, which have at least two
common risk characteristics, one of which relates to their
credit risk, are eligible to be pooled together and considered
a single unit of account. PCI loans are initially recorded at
the acquisition price and the difference between the
acquisition price and the expected cash flows (accretable
yield) is recognized as interest income over the life of such
loans or pools of loans on an effective yield method.
Expected cash flows on PCI loans are determined using
various inputs and assumptions, including default rates,
loss
and timing of
prepayments and other macroeconomic indicators.
recoveries,
severities,
amount
The table below presents details about PCI loans.
$ in millions
Loans backed by commercial real estate
Loans backed by residential real estate
Other loans
Total gross carrying value
Total outstanding principal balance
Total accretable yield
As of December
2017
2016
$1,116
3,327
10
$4,453
$9,512
$ 662
$1,444
2,508
18
$3,970
$8,515
$ 526
The table below presents details about PCI loans at the time
of acquisition.
$ in millions
Fair value
Expected cash flows
Contractually required cash flows
Year Ended December
2017
2016
2015
$1,769
$1,961
$4,092
$2,514
$2,818
$6,389
$2,267
$2,499
$6,472
Goldman Sachs 2017 Form 10-K 143
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Credit Quality
Risk Assessment. The firm’s risk assessment process
includes evaluating the credit quality of its loans receivable.
For loans receivable (excluding PCI and Marcus loans) and
lending commitments, the firm performs credit reviews
which include initial and ongoing analyses of its borrowers.
A credit review is an independent analysis of the capacity
its financial
and willingness of a borrower to meet
obligations, resulting in an internal credit rating. The
determination of internal credit ratings also incorporates
assumptions with respect to the nature of and outlook for
the borrower’s industry and the economic environment.
The firm also assigns a regulatory risk rating to such loans
based on the definitions provided by the U.S. federal bank
regulatory agencies.
receivable and corporate
The firm enters into economic hedges to mitigate credit risk
on certain loans
lending
commitments (both of which are held for investment)
related to the firm’s relationship lending activities. Such
hedges are accounted for at fair value. See Note 18 for
further information about these lending commitments and
associated hedges.
The table below presents gross loans receivable (excluding
PCI and Marcus loans of $6.37 billion and $4.18 billion as
of December 2017 and December 2016, respectively) and
lending commitments by the firm’s internally determined
public rating agency equivalent and by regulatory risk
rating.
$ in millions
Credit Rating Equivalent
As of December 2017
Investment-grade
Non-investment-grade
Total
As of December 2016
Investment-grade
Non-investment-grade
Total
Regulatory Risk Rating
As of December 2017
Non-criticized/pass
Criticized
Total
As of December 2016
Non-criticized/pass
Criticized
Total
Loans
Lending
Commitments
Total
$24,192
36,179
$60,371
$18,434
27,569
$46,003
$56,720
3,651
$60,371
$42,938
3,065
$46,003
$ 89,409
35,095
$124,504
$113,601
71,274
$184,875
$ 72,323
25,722
$ 98,045
$ 90,757
53,291
$144,048
$119,427
5,077
$124,504
$176,147
8,728
$184,875
$ 94,966
3,079
$ 98,045
$137,904
6,144
$144,048
In the table above, non-criticized/pass loans and lending
commitments represent loans and lending commitments
that are performing and/or do not demonstrate adverse
characteristics that are likely to result in a credit loss.
144 Goldman Sachs 2017 Form 10-K
For Marcus loans, an important credit-quality indicator is
the Fair Isaac Corporation (FICO) credit score, which
measures a borrower’s creditworthiness by considering
factors such as payment and credit history. FICO credit
scores are refreshed periodically by the firm to assess the
updated creditworthiness of
the borrower. As of
December 2017 and December 2016, greater than 80% of
the Marcus loans receivable had an underlying FICO credit
score above 660 (with a weighted average FICO credit
score in excess of 700).
For PCI loans, the firm’s risk assessment process includes
reviewing certain key metrics, such as delinquency status,
collateral values, expected cash flows and other risk factors.
Impaired Loans. Loans receivable (excluding PCI loans)
are determined to be impaired when it is probable that the
firm will not be able to collect all principal and interest due
under the contractual terms of the loan. At that time, loans
are generally placed on nonaccrual status and 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.
In certain circumstances, the firm may also modify the
original terms of a loan agreement by granting a concession
to a borrower experiencing financial difficulty. Such
modifications are considered troubled debt restructurings
and typically include interest rate reductions, payment
extensions, and modification of loan covenants. Loans
modified in a troubled debt restructuring are considered
impaired and are subject to specific loan-level reserves.
As of December 2017 and December 2016, the gross
carrying value of impaired loans receivable (excluding PCI
status was $845 million and
loans) on nonaccrual
$404 million, respectively. As of December 2017 and
December 2016, such loans included $61 million and
$142 million, respectively, of corporate loans that were
modified in a troubled debt restructuring. The firm did not
have any lending commitments related to these loans as of
December 2017.
commitments were
Such lending
$144 million as of December 2016.
When it is determined that the firm cannot reasonably
estimate expected cash flows on PCI loans or pools of
loans, such loans are placed on nonaccrual status.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Allowance for Losses on Loans and Lending
Commitments
The firm’s allowance for loan losses consists of specific
loan-level reserves, portfolio level reserves and reserves on
PCI loans as described below:
‰ Specific loan-level reserves are determined on loans
(excluding PCI loans) that exhibit credit quality weakness
and are therefore individually evaluated for impairment.
‰ Portfolio level
reserves are determined on loans
(excluding PCI loans) not evaluated for specific loan-level
reserves by aggregating groups of loans with similar risk
characteristics and estimating the probable loss inherent
in the portfolio.
‰ Reserves on PCI loans are recorded when it is determined
that the expected cash flows, which are reassessed on a
quarterly basis, will be lower than those used to establish
the current effective yield for such loans or pools of loans.
If
the expected cash flows are determined to be
significantly higher than those used to establish the
current effective yield,
such increases are initially
recognized as a reduction to any previously recorded
allowances for loan losses and any remaining increases
are recognized as interest income prospectively over the
life of the loan or pools of loans as an increase to the
effective yield.
The allowance for loan losses is determined using various
including industry default and loss data,
risk factors,
current macroeconomic indicators, borrower’s capacity to
meet its financial obligations, borrower’s country of risk,
loan seniority and collateral type. In addition, for loans
backed by real estate, risk factors include loan to value
ratio, debt service ratio and home price index. Risk factors
for Marcus
scores and
loans
delinquency status.
include FICO credit
the best
Management’s estimate of loan losses entails judgment
about loan collectability at the reporting dates, and there
in those judgments. While
are uncertainties inherent
information available to
management uses
determine
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.
future adjustments
estimate,
this
The firm also records an allowance for losses on lending
commitments that are held for investment and accounted
for on an accrual basis. 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 is included in other liabilities
and accrued expenses.
The tables below present gross loans receivable and lending
commitments by impairment methodology.
$ in millions
Specific
Portfolio
PCI
Total
As of December 2017
Loans Receivable
Corporate loans
Loans to PWM clients
Loans backed by:
Commercial real estate
Residential real estate
Marcus loans
Other loans
Total
Lending Commitments
Corporate
Other
Total
$377
163
–
231
–
74
$845
$ 53
–
$ 53
$ 30,372
16,428
$
–
–
$ 30,749
16,591
6,871
2,676
1,912
3,179
$ 61,438
1,116
3,327
–
10
$4,453
7,987
6,234
1,912
3,263
$ 66,736
$118,500
5,951
$124,451
$
$
–
–
–
$118,553
5,951
$124,504
$ in millions
Specific
Portfolio
PCI
Total
As of December 2016
Loans Receivable
Corporate loans
Loans to PWM clients
Loans backed by:
Commercial real estate
Residential real estate
Marcus loans
Other loans
Total
Lending Commitments
Corporate
Other
Total
$327
77
–
–
–
–
$404
$211
–
$211
$ 24,510
13,751
$
–
–
$ 24,837
13,828
3,317
1,357
208
2,664
$ 45,807
1,444
2,508
–
18
$3,970
4,761
3,865
208
2,682
$ 50,181
$ 93,196
4,638
$ 97,834
$
$
–
–
–
$ 93,407
4,638
$ 98,045
subject
to specific loan-level
In the tables above, gross loans receivable and lending
commitments,
reserves,
included $492 million and $122 million of impaired loans
and lending commitments as of December 2017 and
December 2016, respectively, which did not require a
reserve as the loan was deemed to be recoverable.
Goldman Sachs 2017 Form 10-K 145
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
The table below presents changes in the allowance for loan
losses and the allowance for losses on lending commitments,
as well as details by impairment methodology.
The table below presents the carrying value of resale and
repurchase agreements and securities borrowed and loaned
transactions.
$ in millions
As of December
2017
2016
Securities purchased under agreements to resell $120,822 $116,925
Securities borrowed
$190,848 $184,600
Securities sold under agreements to repurchase $ 84,718 $ 71,816
7,524
Securities loaned
$ 14,793 $
In the table above:
‰ Substantially all resale agreements and all repurchase
agreements are carried at fair value under the fair value
option. See Note 8 for further information about the
valuation techniques and significant
inputs used to
determine fair value.
‰ As of December 2017 and December 2016, $78.19 billion
and $82.40 billion of
and
$5.36 billion and $2.65 billion of securities loaned were
at fair value, respectively.
securities borrowed,
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.
the
involve
Even though repurchase and resale agreements (including
“repos- and reverses-to-maturity”)
legal
transfer of ownership of financial instruments, they are
accounted for as financing arrangements because they
instruments to be repurchased or
require the financial
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, and investment-grade sovereign obligations.
Year Ended December 2017 Year Ended December 2016
$ in millions
Loans
Receivable
Lending
Commitments
Loans
Receivable
Lending
Commitments
Changes in the allowance for losses
Beginning balance
Charge-offs
Provision
Other
Ending balance
$ 509
(203)
574
(77)
$ 803
$212
–
83
(21)
$274
$414
(8)
138
(35)
$509
Allowance for losses by impairment methodology
$ 119
Specific
518
Portfolio
166
PCI
$ 803
Total
$ 14
260
–
$274
$127
370
12
$509
$188
–
44
(20)
$212
$ 39
173
–
$212
In the table above:
‰ The provision for
losses on loans and lending
commitments is included in other principal transactions,
and was primarily related to corporate loans and lending
commitments, and loans backed by commercial real
estate.
‰ Other represents the reduction to the allowance related to
loans and lending commitments transferred to held for
sale.
‰ Portfolio level
reserves were primarily related to
reserves were
corporate
substantially all related to corporate loans and reserves on
PCI loans were related to loans backed by real estate.
loan-level
specific
loans,
‰ Substantially all of the allowance for losses on lending
lending
related to corporate
commitments were
commitments.
Note 10.
Collateralized Agreements and Financings
Collateralized agreements are securities purchased under
(resale agreements) and securities
agreements to resell
borrowed. Collateralized financings are securities sold under
agreements to repurchase (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 are presented on a
net-by-counterparty basis when a legal right of setoff exists.
Interest on collateralized agreements and collateralized
financings is recognized over the life of the transaction and
included in interest
expense,
income
respectively. See Note 23 for further information about
interest income and interest expense.
and interest
146 Goldman Sachs 2017 Form 10-K
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
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 statements of financial
condition.
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.
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
the securities, as
changes
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.
in the market value of
Securities borrowed and loaned within FICC Client
Execution are recorded at fair value under the fair value
option. See Note 8 for further information about securities
borrowed and loaned accounted for at fair value.
the
Securities borrowed and loaned within Securities Services
are recorded based on the amount of cash collateral
advanced or received plus accrued interest. As these
agreements generally can be terminated on demand, they
exhibit little, if any, sensitivity to changes in interest rates.
Therefore,
such agreements
carrying value of
approximates fair value. While these agreements are carried
at amounts that approximate fair value, they are not
accounted for at fair value under the fair value option or at
fair value in accordance with other U.S. GAAP and
therefore are not included in the firm’s fair value hierarchy
in Notes 6 through 8. Had these agreements been included
in the firm’s fair value hierarchy, they would have been
classified in level 2 as of both December 2017 and
December 2016.
Offsetting Arrangements
The table below presents the gross and net resale and
repurchase agreements and securities borrowed and loaned
transactions, and the related amount of counterparty
netting included in the consolidated statements of financial
condition, as well as the amounts of counterparty netting
and cash and securities collateral, not offset
in the
consolidated statements of financial condition.
Assets
Liabilities
Resale
agreements
Securities
borrowed
Repurchase
agreements
Securities
loaned
$ in millions
As of December 2017
$ 209,972 $ 195,783
(4,935)
190,848
Included in consolidated statements of financial condition
Gross carrying value
Counterparty netting
Total
Amounts not offset
Counterparty netting
Collateral
Total
(4,412)
(177,679)
8,757
(5,441)
(76,793)
2,484
(89,150)
120,822
(5,441)
(113,305)
(89,150)
84,718
2,076 $
$
$
$173,868 $19,728
(4,935)
14,793
(4,412)
(9,731)
650
$
As of December 2016
$ 173,561 $ 189,571
(4,971)
184,600
Included in consolidated statements of financial condition
Gross carrying value
Counterparty netting
Total
Amounts not offset
Counterparty netting
Collateral
Total
(4,045)
(170,625)
9,930
(56,636)
116,925
(8,319)
(107,148)
(56,636)
71,816
(8,319)
(62,081)
1,458 $
$
$
1,416 $
$128,452 $12,495
(4,971)
7,524
(4,045)
(3,087)
392
In the table above:
‰ Substantially all of the gross carrying values of these
to enforceable netting
subject
are
arrangements
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 cash or securities collateral received
or posted subject
support
agreements.
to enforceable
credit
Goldman Sachs 2017 Form 10-K 147
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 consist of:
‰ Liabilities of consolidated VIEs;
‰ Transfers of assets accounted for as financings rather than
sales (primarily collateralized central bank financings,
pledged commodities, bank loans and mortgage whole
loans); and
‰ Other structured financing arrangements.
Other secured financings includes arrangements that are
nonrecourse. As of December 2017 and December 2016,
nonrecourse other secured financings were $5.31 billion
and $2.54 billion, respectively.
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 8 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.
that
While these financings are carried at amounts
approximate fair value, they are not accounted for at fair
value under the fair value option or at fair value in
accordance with other U.S. GAAP and therefore are not
included in the firm’s fair value hierarchy in Notes 6
through 8. Had these financings been included in the firm’s
fair value hierarchy, they would have been primarily
classified in level 2 as of both December 2017 and
December 2016.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
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
As of December 2017
Repurchase
agreements
Securities
loaned
Money market instruments
U.S. government and agency obligations
Non-U.S. government and agency obligations
Securities backed by commercial real estate
Securities backed by residential real estate
Corporate debt securities
State and municipal obligations
Other debt obligations
Equity securities
Total
As of December 2016
Money market instruments
U.S. government and agency obligations
Non-U.S. government and agency obligations
Securities backed by commercial real estate
Securities backed by residential real estate
Corporate debt securities
State and municipal obligations
Other debt obligations
Equity securities
Total
$
97
80,591
73,031
43
338
7,140
–
55
12,573
$173,868
$
317
47,207
56,156
208
122
8,297
831
286
15,028
$128,452
$
–
–
2,245
–
–
1,145
–
–
16,338
$19,728
$
–
115
1,846
–
–
39
–
–
10,495
$12,495
The table below presents the gross carrying value of
repurchase agreements and securities loaned by maturity
date.
$ in millions
No stated maturity and overnight
2 - 30 days
31 - 90 days
91 days - 1 year
Greater than 1 year
Total
As of December 2017
Repurchase
agreements
Securities
loaned
$ 65,280
59,344
13,489
21,392
14,363
$173,868
$ 9,389
4,967
756
2,302
2,314
$19,728
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.
148 Goldman Sachs 2017 Form 10-K
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
The table below presents information about other secured
financings.
The table below presents other secured financings by
maturity date.
U.S.
Dollar
Non-U.S.
Dollar
Total
$ in millions
$ in millions
As of December 2017
Other secured financings (short-term):
At fair value
At amortized cost
$ 7,704 $ 6,856 $14,560
336
$
336 $
– $
Weighted average interest rates
Other secured financings (long-term):
–% 2.61%
At fair value
At amortized cost
$ 6,779 $ 3,006 $ 9,785
107
$
107 $
– $
Weighted average interest rates
3.89%
–%
Total
$14,590 $10,198 $24,788
Other secured financings collateralized by:
Financial instruments
Other assets
$12,454 $ 9,870 $22,324
328 $ 2,464
$ 2,136 $
As of December 2016
Other secured financings (short-term):
At fair value
At amortized cost
$ 9,380 $ 3,738 $13,118
–
$
– $
– $
Weighted average interest rates
Other secured financings (long-term):
–%
–%
At fair value
At amortized cost
$ 5,562 $ 2,393 $ 7,955
450
$
145 $
305 $
Weighted average interest rates
4.06% 2.16%
Total
$15,087 $ 6,436 $21,523
Other secured financings collateralized by:
Financial instruments
Other assets
$13,858 $ 5,974 $19,832
462 $ 1,691
$ 1,229 $
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.
‰ Weighted average interest rates excludes other secured
financings at fair value and includes the effect of hedging
activities. See Note 7 for further information about
hedging activities.
‰ Total other secured financings included $1.55 billion and
$285 million related to transfers of financial assets
accounted for as financings rather than sales as of
December 2017 and December 2016, respectively. Such
financings were collateralized by financial assets of
$1.57 billion and $285 million as of December 2017 and
December 2016, respectively, primarily included in
financial instruments owned.
‰ Other secured financings collateralized by financial
instruments included $16.61 billion and $13.65 billion of
other
secured financings collateralized by financial
instruments owned as of December 2017 and
December 2016, respectively, and $5.71 billion and
$6.18 billion of other secured financings collateralized by
financial instruments received as collateral and repledged
as of December 2017 and December 2016, respectively.
Other secured financings (short-term)
Other secured financings (long-term):
2019
2020
2021
2022
2023 - thereafter
Total other secured financings (long-term)
Total other secured financings
As of
December 2017
$14,896
3,439
1,555
551
2,468
1,879
9,892
$24,788
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.
repurchase
agreements
In many cases, the firm is permitted to deliver or repledge
financial instruments received as collateral when entering
into
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
derivative
transactions and firm or customer settlement requirements.
collateralized
financings,
securities
secured
and
The firm also pledges certain financial instruments owned
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.
Goldman Sachs 2017 Form 10-K 149
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
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 by the firm.
$ in millions
As of December
2017
2016
Collateral available to be delivered or repledged $763,984
$599,565
Collateral that was delivered or repledged
$634,609
$495,717
table
above,
In the
as of December 2017 and
December 2016, collateral available to be delivered or
repledged excludes $1.52 billion and $15.47 billion,
respectively, of securities received under resale agreements
and securities borrowed transactions that contractually had
the right to be delivered or repledged, but were segregated
for regulatory and other purposes.
The table below presents information about assets pledged.
$ in millions
As of December
2017
2016
Financial instruments owned pledged to counterparties that:
Had the right to deliver or repledge
Did not have the right to deliver or repledge
$ 50,335
$ 78,656
$ 51,278
$ 61,099
Other assets pledged to counterparties that
did not have the right to deliver or repledge
$
4,838
$
3,287
The firm also segregated $10.42 billion and $15.29 billion
of securities included in financial instruments owned as of
December 2017 and December 2016, respectively, for
regulatory and other purposes. See Note 3 for information
about segregated cash.
Note 11.
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
securitizations are primarily in
residential mortgage
connection with government agency securitizations.
Beneficial interests issued by securitization entities are debt
or equity instruments that give the investors rights to
receive all or portions of specified cash inflows to a
securitization vehicle and include senior and subordinated
interests in principal, interest and/or other cash inflows.
The proceeds from the sale of beneficial interests are used to
pay the transferor for the financial assets sold to the
securitization vehicle or to purchase securities which serve
as collateral.
150 Goldman Sachs 2017 Form 10-K
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.
For transfers of financial assets that are not accounted for
as sales, the assets remain in financial instruments owned
and the transfer is accounted for as a collateralized
financing, with the related interest expense recognized over
the life of the transaction. See Notes 10 and 23 for further
information about collateralized financings and interest
expense, respectively.
also have
The firm generally receives cash in exchange for the
transferred assets but may
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 performance of
The primary risks included in beneficial interests and other
interests from the firm’s continuing involvement with
securitization vehicles are
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. These interests primarily are
accounted for at fair value and classified in level 2 of the fair
value hierarchy. Beneficial interests and other interests not
accounted for at fair value are carried at amounts that
approximate fair value. See Notes 5 through 8 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.
$ in millions
Residential mortgages
Commercial mortgages
Other financial assets
Total
Year Ended December
2017
2016
2015
$18,142
7,872
481
$26,495
$12,164
233
181
$12,578
$10,479
6,043
–
$16,522
Retained interests cash flows
$
264
$
189
$
174
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
The table below presents the firm’s continuing involvement
in nonconsolidated securitization entities to which the firm
sold assets, as well as the total outstanding principal
transferred assets in which the firm has
amount of
continuing involvement.
The table below presents the weighted average key
economic assumptions used in measuring the fair value of
mortgage-backed retained interests and the sensitivity of
this fair value to immediate adverse changes of 10% and
20% in those assumptions.
Outstanding
Principal
Amount
Retained
Interests
Purchased
Interests
$ in millions
As of December
2017
2016
$ in millions
As of December 2017
U.S. government agency-issued
collateralized mortgage obligations
Other residential mortgage-backed
Other commercial mortgage-backed
Corporate debt and other asset-backed
Total
$20,232
10,558
7,916
2,108
$40,814
$1,120
711
228
56
$2,115
As of December 2016
U.S. government agency-issued
collateralized mortgage obligations
Other residential mortgage-backed
Other commercial mortgage-backed
Corporate debt and other asset-backed
Total
$25,140
3,261
357
2,284
$31,042
$ 953
540
15
56
$1,564
$16
17
7
1
$41
$24
6
–
6
$36
In the table above:
‰ 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
in securitization entities in
market-making activities,
which the firm also holds retained interests.
‰ Substantially all of the total outstanding principal amount
and total retained interests relate to securitizations during
2012 and thereafter.
‰ The fair value of retained interests was $2.13 billion and
$1.58 billion as of December 2017 and December 2016,
respectively.
and
commitments
In addition to the interests in the table above, the firm had
other continuing involvement in the form of derivative
transactions
certain
these
nonconsolidated VIEs. The carrying value of
derivatives and commitments was a net asset of $86 million
and $48 million as of December 2017 and December 2016,
respectively. The notional amounts of these derivatives and
commitments are included in maximum exposure to loss in
the nonconsolidated VIE table in Note 12.
with
Fair value of retained interests
Weighted average life (years)
Constant prepayment rate
Impact of 10% adverse change
Impact of 20% adverse change
Discount rate
Impact of 10% adverse change
Impact of 20% adverse change
$
$
$2,071
6.0
9.4%
(19)
(35)
4.2%
(35)
(70)
$
$
$
$
$1,519
7.5
8.1%
(14)
(28)
5.3%
(37)
(71)
$
$
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
in any other
calculated independently of changes
assumption.
in
changes
In practice,
assumptions might magnify or counteract the sensitivities
disclosed above.
simultaneous
‰ The constant prepayment rate is included only for
is a key assumption in the
positions for which it
determination of fair value.
‰ The discount rate for retained interests that relate to U.S.
government
collateralized mortgage
obligations does not include any credit loss. Expected
credit loss assumptions are reflected in the discount rate
for the remainder of retained interests.
agency-issued
The firm has other retained interests not reflected in the
table above with a fair value of $56 million and a weighted
average life of 4.5 years as of December 2017, and a fair
value of $56 million and a weighted average life of 3.5 years
as of December 2016. 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 December 2017 and December 2016.
The firm’s maximum exposure to adverse changes in the
value of these interests is the carrying value of $56 million
and $56 million as of December 2017 and December 2016,
respectively.
Goldman Sachs 2017 Form 10-K 151
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Note 12.
Variable Interest Entities
A variable interest in a VIE is an investment (e.g., debt or
equity securities) 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 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 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 11, and investments in and loans to other types of
VIEs, as described below. See Note 11 for further
information about securitization activities, including the
definition of beneficial interests. 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
is the primary
VIE. The firm determines whether it
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.
152 Goldman Sachs 2017 Form 10-K
VIE Activities
In 2017, the firm aggregated corporate debt VIEs with
other asset-backed VIEs and aggregated power-related VIEs
with real estate, credit-related and other investing VIEs
(rather than in investments in funds and other VIEs).
Previously reported amounts have been conformed to the
current presentation.
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 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
typically 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, and purchases and
sells beneficial interests issued by corporate debt and other
asset-backed VIEs
in connection with market-making
activities. 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 generally can be
removed as the total return swap counterparty and enters
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.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
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 of the investment fund VIEs it manages and is
entitled to receive fees from these VIEs. The firm typically
does not sell assets to, or enter into derivatives with, these
VIEs.
Adoption of ASU No. 2015-02
The firm adopted ASU No. 2015-02 as of January 1, 2016.
Upon adoption, certain of the firm’s investments in entities
that were previously classified as voting interest entities are
now classified as VIEs. These include investments in certain
limited partnership entities that have been deconsolidated
upon adoption as certain fee interests are not considered
significant interests under the guidance, and the firm is no
longer deemed to have a controlling financial interest in
such entities. See Note 3 for further information about the
adoption of ASU No. 2015-02.
Nonconsolidated VIEs. As a result of adoption as of
January 1, 2016, investments in funds nonconsolidated
VIEs included $10.70 billion in assets in VIEs, $543 million
in carrying value of variable interests — assets and
$559 million in maximum exposure to loss related to
investments in limited partnership entities that were
previously classified as nonconsolidated voting interest
entities.
Consolidated VIEs. As a result of adoption as of
January 1, 2016, real estate, credit-related and other
investing consolidated VIEs included $302 million of assets,
substantially all included in financial instruments owned,
and $122 million of liabilities, included in other liabilities
and accrued expenses, primarily related to investments in
limited partnership entities that were previously classified
as consolidated voting interest entities.
table
below presents
Nonconsolidated VIEs
The
the
nonconsolidated VIEs in which the firm holds variable
interests. The nature of the firm’s variable interests can take
different forms, as described in the rows under maximum
exposure to loss.
summary
of
a
$ in millions
Total nonconsolidated VIEs
Assets in VIEs
Carrying value of variable interests — assets
Carrying value of variable interests — liabilities
Maximum exposure to loss:
Retained interests
Purchased interests
Commitments and guarantees
Derivatives
Loans and investments
Total maximum exposure to loss
As of December
2017
2016
$97,962
8,425
214
2,115
1,172
3,462
8,406
4,454
$19,609
$70,083
6,199
254
1,564
544
2,196
7,144
3,760
$15,208
In the table above:
‰ The firm’s exposure to the obligations of VIEs is generally
In certain
limited to its interests in these entities.
instances,
including
firm provides guarantees,
derivative guarantees, to VIEs or holders of variable
interests in VIEs.
the
‰ 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 loans and investments 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 also has not
been reduced by unrealized losses already recorded. As a
result, the maximum exposure to loss exceeds liabilities
recorded for
and
derivatives provided to VIEs.
and guarantees,
commitments
‰ Total maximum exposure to loss from commitments and
guarantees, and derivatives included $1.26 billion and
$1.28 billion as of December 2017 and December 2016,
respectively, related to transactions with VIEs to which
the firm transferred assets.
Goldman Sachs 2017 Form 10-K 153
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
The table below disaggregates, by principal business
activity, the information for nonconsolidated VIEs included
in the summary table above.
$ in millions
Mortgage-backed
Assets in VIEs
Carrying value of variable interests — assets
Maximum exposure to loss:
Retained interests
Purchased interests
Commitments and guarantees
Derivatives
Total maximum exposure to loss
Real estate, credit- and power-related and other investing
Assets in VIEs
Carrying value of variable interests — assets
Carrying value of variable interests — liabilities
Maximum exposure to loss:
$15,539
3,289
2
As of December
2017
2016
$55,153
3,128
$32,714
1,936
2,059
1,067
11
99
$ 3,236
1,617
3,289
$ 4,906
$16,251
1,660
212
56
105
1,779
8,303
817
$11,060
1,508
429
9
163
$ 2,109
$11,771
2,911
9
1,658
2,911
$ 4,569
$11,540
602
245
56
115
461
6,975
99
$ 7,706
$11,019
348
$14,058
750
55
4
348
407
68
6
750
824
$
Commitments and guarantees
Loans and investments
Total maximum exposure to loss
Corporate debt and other asset-backed
Assets in VIEs
Carrying value of variable interests — assets
Carrying value of variable interests — liabilities
Maximum exposure to loss:
Retained interests
Purchased interests
Commitments and guarantees
Derivatives
Loans and investments
Total maximum exposure to loss
Investments in funds
Assets in VIEs
Carrying value of variable interests — assets
Maximum exposure to loss:
Commitments and guarantees
Derivatives
Loans and investments
Total maximum exposure to loss
$
154 Goldman Sachs 2017 Form 10-K
As of both December 2017 and December 2016, the
carrying values of
in
nonconsolidated VIEs are included in the consolidated
statements of financial condition as follows:
‰ Mortgage-backed: Assets were primarily included in
firm’s variable
interests
the
financial instruments owned.
‰ Real estate, credit- and power-related and other investing:
Assets were primarily included in financial instruments
owned and liabilities were
included in financial
instruments sold, but not yet purchased and other
liabilities and accrued expenses.
‰ Corporate debt and other asset-backed: Substantially all
assets were included in financial instruments owned and
liabilities were included in financial instruments sold, but
not yet purchased.
‰ Investments in funds: Assets were included in financial
instruments owned.
Consolidated VIEs
The table below presents a summary of the carrying value
and classification of assets and liabilities in consolidated
VIEs.
$ in millions
Total consolidated VIEs
Assets
Cash and cash equivalents
Receivables from customers and counterparties
Loans receivable
Financial instruments owned
Other assets
Total
As of December
2017
2016
2
427
1,194
1,273
$ 275 $ 300
–
603
2,047
682
$3,171 $3,632
Liabilities
Other secured financings
Payables to brokers, dealers and clearing organizations
Financial instruments sold, but not yet purchased
Unsecured short-term borrowings
Unsecured long-term borrowings
Other liabilities and accrued expenses
Total
$1,023 $ 854
1
7
197
334
803
$1,919 $2,196
–
15
79
225
577
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.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
The table below disaggregates, by principal business
activity, the information for consolidated VIEs included in
the summary table above.
$ in millions
Real estate, credit-related and other investing
Assets
Cash and cash equivalents
Loans receivable
Financial instruments owned
Other assets
Total
As of December
2017
2016
375
896
1,267
$ 275 $ 300
603
1,708
680
$2,813 $3,291
Liabilities
Other secured financings
Payables to brokers, dealers and clearing organizations
Financial instruments sold, but not yet purchased
Other liabilities and accrued expenses
Total
$ 327 $ 284
1
7
803
$ 919 $1,095
–
15
577
Mortgage-backed and other asset-backed
Assets
Receivables from customers and counterparties
Loans receivable
Financial instruments owned
Other assets
Total
Liabilities
Other secured financings
Total
Principal-protected notes
Assets
Financial instruments owned
Total
Liabilities
Other secured financings
Unsecured short-term borrowings
Unsecured long-term borrowings
Total
$
2 $
–
–
253
2
$ 302 $ 255
52
242
6
$ 207 $ 139
$ 207 $ 139
$
$
56 $
56 $
86
86
$ 489 $ 431
197
334
$ 793 $ 962
79
225
In the table above:
‰ The majority of the assets in principal-protected notes VIEs
are intercompany and are eliminated in consolidation.
‰ Creditors and beneficial interest holders of real estate,
credit-related and other investing VIEs, and mortgage-
backed and other asset-backed VIEs do not have recourse
to the general credit of the firm.
Note 13.
Other Assets
Other assets are generally less liquid, nonfinancial assets.
The table below presents other assets by type.
$ in millions
As of December
2017
2016
Property, leasehold improvements and equipment $15,094 $12,070
4,095
Goodwill and identifiable intangible assets
5,550
Income tax-related assets
3,766
Miscellaneous receivables and other
$28,346 $25,481
Total
4,038
3,728
5,486
respectively. Property,
In the table above:
‰ Property, leasehold improvements and equipment is net
of accumulated depreciation and amortization of
$8.28 billion and $7.68 billion as of December 2017 and
December 2016,
leasehold
improvements and equipment included $5.97 billion and
$5.96 billion as of December 2017 and December 2016,
respectively, related to property, leasehold improvements
and equipment that the firm uses in connection with its
operations. 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 asset. Leasehold
life of
improvements are amortized on a straight-line basis over
the useful life of the improvement or the term of the lease,
whichever is shorter. Capitalized costs of software
developed or obtained for internal use are amortized on a
straight-line basis over three years.
the useful
‰ The decrease in income tax-related assets during 2017
primarily reflected the
estimated impact of Tax
Legislation on income tax-related assets. See Note 24 for
further information about Tax Legislation.
‰ Miscellaneous
as
for
accounted
held-to-maturity
receivables and other
included debt
securities
of
$800 million and $87 million as of December 2017 and
December 2016, respectively. As of both December 2017
and December 2016, these securities were backed by
residential real estate and had maturities of greater than
ten years. These securities are carried at amortized cost
and the carrying value of these securities approximated
fair value as of both December 2017 and December 2016.
As these securities are not accounted for at fair value
under the fair value option or at fair value in accordance
with other U.S. GAAP, their fair value is not included in
the firm’s fair value hierarchy in Notes 6 through 8. Had
these securities been included in the firm’s fair value
hierarchy, substantially all would have been classified in
level 2 as of both December 2017 and December 2016.
Goldman Sachs 2017 Form 10-K 155
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
‰ Miscellaneous receivables and other included investments
in qualified affordable housing projects of $679 million
and $682 million as of December 2017 and
December 2016, respectively.
‰ Miscellaneous receivables and other included equity-
method investments of $275 million and $219 million as
of December 2017 and December 2016, respectively.
‰ Miscellaneous receivables and other included assets
classified as held for sale of $634 million as of
December 2017 related to certain of
firm’s
consolidated investments within its Investing & Lending
segment, substantially all of which consisted of property
and equipment.
the
Goodwill and Identifiable Intangible Assets
Goodwill. The table below presents the carrying value of
goodwill.
$ in millions
Investment Banking:
Financial Advisory
Underwriting
Institutional Client Services:
FICC Client Execution
Equities client execution
Securities services
Investing & Lending
Investment Management
Total
As of December
2017
2016
$
98
183
$
98
183
269
2,403
105
2
605
$3,665
269
2,403
105
2
606
$3,666
Goodwill is the cost of acquired companies in excess of the
fair value of net assets, including identifiable intangible
assets, at the acquisition date.
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, qualitative factors
are assessed to determine whether it is more likely than not
that the 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.
The quantitative goodwill test compares the estimated fair
value of each reporting unit with its estimated net book
value (including goodwill and identifiable intangible
assets). If the reporting unit’s estimated fair value exceeds
its estimated net book value, goodwill is not impaired. An
impairment is recognized if the estimated fair value of a
reporting unit is less than its estimated net book value, with
the amount of impairment equal to the difference between
those values. To estimate the fair value of each reporting
unit, a relative value technique is used because the firm
believes market participants would use this technique to
reporting units. The relative value
value the firm’s
technique applies observable price-to-earnings multiples or
price-to-book multiples and projected return on equity of
comparable competitors to reporting units’ net earnings or
net book value. The estimated net book 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 2017, the firm assessed goodwill for
impairment for each of its reporting units by performing a
qualitative assessment. Multiple factors were assessed with
respect to each of the firm’s reporting units to determine
whether it was more likely than not that the estimated fair
value of any of these reporting units was less than its
estimated carrying value. The qualitative assessment also
considered changes since the prior quantitative tests.
The firm considered the following factors in the qualitative
assessment performed in the
fourth quarter when
evaluating whether it was more likely than not that the fair
value of a reporting unit was less than its carrying value:
‰ Performance Indicators. During 2017, the firm’s net
revenues and pre-tax margin increased as compared with
2016. Net earnings, diluted earnings per common share,
return on average common shareholders’ equity and book
value per common share for 2017 decreased as compared
with 2016 due to Tax Legislation. However, Tax
Legislation will result in a lower effective income tax rate
in the future. See Note 24 for further information about
Tax Legislation. In addition, although certain expenses
increased, there were no significant negative changes to
the prior
the
quantitative goodwill tests were performed.
firm’s overall
structure
since
cost
‰ Firm and Industry Events. There were no events, entity-
since the prior quantitative
specific or otherwise,
goodwill tests that would have had a significant negative
impact on the valuation of the firm’s reporting units.
156 Goldman Sachs 2017 Form 10-K
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
‰ Macroeconomic Indicators. Since the prior quantitative
goodwill tests, the firm’s general operating environment
improved as concerns about the outlook for global
economic growth moderated.
‰ Fair Value Indicators. Since the prior quantitative
goodwill tests, fair value indicators improved as global
equity prices increased and credit spreads tightened. In
addition, most publicly traded industry participants,
including the firm, experienced increases in stock price,
price-to-book multiples and price-to-earnings multiples.
the qualitative assessment,
the firm
As a result of
determined that it was more likely than not that the
estimated fair value of each of the reporting units 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.
Identifiable Intangible Assets. The table below presents
the carrying value of identifiable intangible assets.
$ in millions
Institutional Client Services:
FICC Client Execution
Equities client execution
Investing & Lending
Investment Management
Total
As of December
2017
2016
$
$
37
88
140
108
373
$
65
141
105
118
$ 429
The table below presents further details on the net carrying
value of identifiable intangible assets.
$ in millions
Customer lists
Gross carrying value
Accumulated amortization
Net carrying value
Other
Gross carrying value
Accumulated amortization
Net carrying value
Total gross carrying value
Total accumulated amortization
Total net carrying value
As of December
2017
2016
$ 1,091
(903)
188
$ 1,065
(837)
228
584
(399)
185
543
(342)
201
1,675
(1,302)
373
$
1,608
(1,179)
$ 429
In the table above:
‰ The net carrying value of other intangibles primarily
includes intangible assets related to acquired leases and
commodities transportation rights.
‰ During 2017 and 2016, the firm acquired $113 million and
$89 million, respectively, of intangible assets, primarily
related to acquired leases, with a weighted average
amortization period of five and three years, respectively.
Substantially all of the firm’s identifiable intangible assets
are considered to have finite useful lives and are amortized
over their estimated useful lives generally using the straight-
line method.
The tables below present details about amortization of
identifiable intangible assets.
$ in millions
Amortization
$ in millions
Estimated future amortization
2018
2019
2020
2021
2022
Year Ended December
2017
$150
2016
$162
2015
$132
As of
December 2017
$133
$ 98
$ 39
$ 27
$ 20
or
events
changes
impairment whenever
Impairments
The firm tests property,
leasehold improvements and
equipment, identifiable intangible assets and other assets
for
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 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 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 if the carrying value of the asset exceeds its estimated
fair value.
During 2017, 2016 and 2015,
impairments were not
material to the firm’s results of operations or financial
condition.
Goldman Sachs 2017 Form 10-K 157
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Note 14.
Deposits
The table below presents the types and sources of the firm’s
deposits.
The table below presents deposits held in U.S. and non-U.S.
offices.
$ in millions
U.S. offices
Non-U.S. offices
Total
As of December
2017
2016
$111,002
27,602
$138,604
$106,037
18,061
$124,098
In the table above, U.S. deposits were held at Goldman
Sachs Bank USA (GS Bank USA) and substantially all
non-U.S.
Sachs
deposits were
International Bank (GSIB).
at Goldman
held
The table below presents maturities of time deposits held in
U.S. and non-U.S. offices.
$ in millions
2018
2019
2020
2021
2022
2023 - thereafter
Total
As of December 2017
U.S.
Non-U.S.
Total
$13,106
7,297
5,142
3,574
4,907
5,289
$39,315
$ 15,037
3,179
12
43
86
546
$ 18,903
$ 28,143
10,476
5,154
3,617
4,993
5,835
$ 58,218
As of December 2017, deposits in U.S. and non-U.S. offices
included $1.43 billion and $11.66 billion, respectively, of
time deposits that were greater than $250,000.
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 December 2017
and December 2016. While these savings and demand
deposits and time deposits are carried at amounts that
approximate fair value, they are not accounted for at fair
value under the fair value option or at fair value in
accordance with other U.S. GAAP and therefore are not
included in the firm’s fair value hierarchy in Notes 6
through 8. Had these deposits been included in the firm’s
fair value hierarchy, they would have been classified in
level 2 as of both December 2017 and December 2016.
$ in millions
As of December 2017
Private bank deposits
Marcus deposits
Brokered certificates of deposit
Deposit sweep programs
Institutional deposits
Total
As of December 2016
Private bank deposits
Marcus deposits
Brokered certificates of deposit
Deposit sweep programs
Institutional deposits
Total
Savings and
Demand
Time
Total
$50,579
13,787
–
16,019
1
$80,386
$50,655
10,511
–
16,019
12
$77,197
$ 1,623
3,330
35,704
–
17,561
$58,218
$ 3,100
1,337
34,905
–
7,559
$46,901
$ 52,202
17,117
35,704
16,019
17,562
$138,604
$ 53,755
11,848
34,905
16,019
7,571
$124,098
In the table above:
‰ Substantially all deposits are interest-bearing.
‰ Savings and demand deposits have no stated maturity.
‰ Time deposits included $22.90 billion and $13.78 billion
as of December 2017 and December 2016, respectively,
of deposits accounted for at fair value under the fair value
option. See Note 8 for further information about deposits
accounted for at fair value.
‰ Time deposits had a weighted average maturity of
approximately 2 years and 2.5 years as of December 2017
and December 2016, respectively.
‰ Deposit sweep programs represent long-term contractual
agreements with several U.S. broker-dealers who sweep
client cash to FDIC-insured deposits.
‰ Deposits insured by the FDIC as of December 2017 and
December 2016 were approximately $75.02 billion and
$69.91 billion, respectively.
158 Goldman Sachs 2017 Form 10-K
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Note 15.
Short-Term Borrowings
Note 16.
Long-Term Borrowings
The table below presents details about the firm’s short-term
borrowings.
The table below presents details about the firm’s long-term
borrowings.
$ in millions
Other secured financings (short-term)
Unsecured short-term borrowings
Total
As of December
2017
2016
$14,896
46,922
$61,818
$13,118
39,265
$52,383
See Note 10 for
financings.
information about other
secured
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 8 for further
information about unsecured short-term borrowings that are
accounted for at fair value. 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. While these unsecured short-term
borrowings are carried at amounts that approximate fair
value, they are not accounted for at fair value under the fair
value option or at fair value in accordance with other U.S.
GAAP and therefore are not included in the firm’s fair value
hierarchy in Notes 6 through 8. Had these borrowings been
included in the firm’s fair value hierarchy, substantially all
would have been classified in level 2 as of both
December 2017 and December 2016.
The table below presents details about the firm’s unsecured
short-term borrowings.
$ in millions
As of December
2017
2016
Current portion of unsecured long-term borrowings
Hybrid financial instruments
Other unsecured short-term borrowings
Total
$30,090
12,973
3,859
$46,922
$23,528
11,700
4,037
$39,265
Weighted average interest rate
2.28%
1.68%
In the table above:
‰ The current portion of unsecured long-term borrowings
included $26.28 billion and $21.53 billion as of
December 2017 and December 2016, respectively, issued
by Group Inc.
‰ 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.
$ in millions
Other secured financings (long-term)
Unsecured long-term borrowings
Total
As of December
2017
2016
$
9,892
217,687
$227,579
$
8,405
189,086
$197,491
See Note 10 for
financings.
information about other
secured
The table below presents unsecured long-term borrowings
extending through 2057, which consists principally of
senior borrowings.
$ in millions
As of December 2017
Fixed-rate obligations:
Group Inc.
Subsidiaries
Floating-rate obligations:
Group Inc.
Subsidiaries
Total
As of December 2016
Fixed-rate obligations:
Group Inc.
Subsidiaries
Floating-rate obligations:
Group Inc.
Subsidiaries
Total
U.S.
Dollar
Non-U.S.
Dollar
Total
$101,791
2,244
$ 35,116
1,859
$136,907
4,103
29,637
14,977
$148,649
23,938
8,125
$ 69,038
53,575
23,102
$217,687
$ 93,885
2,228
$ 31,274
885
$125,159
3,113
27,864
8,884
$132,861
19,112
4,954
$ 56,225
46,976
13,838
$189,086
In the table above:
‰ Floating interest rates are generally based on LIBOR or
Overnight Index Swap Rate. Equity-linked and indexed
instruments are included in floating-rate obligations.
‰ Interest rates on U.S. dollar-denominated debt ranged
from 1.60% to 10.04% (with a weighted average rate of
4.24%) and 1.60% to 10.04% (with a weighted average
rate of 4.57%) as of December 2017 and December 2016,
respectively.
‰ Interest
rates on non-U.S. dollar-denominated debt
ranged from 0.31% to 13.00% (with a weighted average
rate of 2.60%) and 0.02% to 13.00% (with a weighted
average rate of 3.05%) as of December 2017 and
December 2016, respectively.
Goldman Sachs 2017 Form 10-K 159
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
The table below presents unsecured long-term borrowings
by maturity date.
$ in millions
2019
2020
2021
2022
2023 - thereafter
Total
As of December 2017
Group Inc.
Subsidiaries
Total
$ 24,915
20,215
20,547
21,044
103,761
$190,482
$ 5,590
2,905
1,234
1,558
15,918
$27,205
$ 30,505
23,120
21,781
22,602
119,679
$217,687
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 $5.61 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:
$167 million in 2019, $192 million in 2020, $387 million
in 2021, $(82) million in 2022, and $4.95 billion in 2023
and thereafter.
The firm designates certain derivatives as fair value hedges
to convert a portion of its 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 table below presents unsecured long-term borrowings,
after giving effect to such hedging activities.
$ in millions
Group Inc.
Subsidiaries
Total
As of December 2017
Fixed-rate obligations:
At fair value
At amortized cost
Floating-rate obligations:
At fair value
At amortized cost
Total
As of December 2016
Fixed-rate obligations:
At fair value
At amortized cost
Floating-rate obligations:
At fair value
At amortized cost
Total
$
–
86,951
18,207
85,324
$190,482
$
–
71,225
17,591
83,319
$172,135
$
147
3,852
$
147
90,803
20,284
2,922
$27,205
38,491
88,246
$217,687
$
150
3,493
$
150
74,718
11,669
1,639
$16,951
29,260
84,958
$189,086
160 Goldman Sachs 2017 Form 10-K
In the table above, the weighted average interest rates on
the aggregate amounts were 2.86% (3.67% related to
fixed-rate obligations and 2.02% related to floating-rate
obligations) and 2.87% (3.90% related to fixed-rate
obligations and 1.97% related to floating-rate obligations)
as of December 2017 and December 2016, respectively.
These rates exclude unsecured long-term borrowings
accounted for at fair value under the fair value option.
As of both December 2017 and December 2016, the
carrying value of unsecured long-term borrowings for
which the firm did not elect
the fair value option
approximated fair value. As these borrowings are not
accounted for at fair value under the fair value option or at
fair value in accordance with other U.S. GAAP, their fair
value is not included in the firm’s fair value hierarchy in
Notes 6 through 8. Had these borrowings been included in
the firm’s fair value hierarchy, substantially all would have
been classified in level 2 as of both December 2017 and
December 2016.
Subordinated Borrowings
Unsecured long-term borrowings includes subordinated
debt and junior subordinated debt. Junior subordinated
debt is junior in right of payment to other subordinated
borrowings, which are junior to senior borrowings. As of
December 2017 and December 2016, subordinated debt
had maturities ranging from 2020 to 2045, and 2018 to
2045, respectively. Subordinated debt that matures within
one year is included in unsecured short-term borrowings.
table below presents details about
The
subordinated borrowings.
the firm’s
$ in millions
As of December 2017
Subordinated debt
Junior subordinated debt
Total
As of December 2016
Subordinated debt
Junior subordinated debt
Total
Par
Amount
Carrying
Amount
$14,117
1,168
$15,285
$16,235
1,539
$17,774
Rate
3.31%
2.37%
3.24%
$15,058
1,360
$16,418
$17,604
1,809
$19,413
4.29%
5.70%
4.41%
In the table above:
‰ Par amount and carrying amount of subordinated debt
issued by Group Inc. were $13.96 billion and
$16.08 billion, respectively, as of December 2017, and
$14.84 billion and $17.39 billion, respectively, as of
December 2016.
‰ The rate is the weighted average interest rate for these
borrowings, 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.
The rates exclude subordinated borrowings accounted for at
fair value under the fair value option.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
the
firm repurchased or
During 2017,
redeemed
subordinated debt with a par amount of $1.45 billion
(carrying value of $1.80 billion) for $1.70 billion. As a
result, such debt was extinguished.
Junior Subordinated Debt
Junior Subordinated Debt Held by Trusts. In 2012, the
Vesey Street Investment Trust I (Vesey Street Trust) and the
Murray Street Investment Trust I (Murray Street Trust)
issued an aggregate of $2.25 billion of senior guaranteed
trust securities to third parties, the proceeds of which were
used to purchase junior subordinated debt issued by Group
Inc. from Goldman Sachs Capital II and Goldman Sachs
Capital III (APEX Trusts). The APEX Trusts used the
proceeds to purchase shares of Group Inc.’s Perpetual
Non-Cumulative Preferred Stock, Series E (Series E
Preferred Stock) and Perpetual Non-Cumulative Preferred
Stock, Series F (Series F Preferred Stock). The senior
guaranteed trust securities issued by the Vesey Street Trust
and the related junior subordinated debt matured during
the third quarter of 2016. As of December 2016,
$1.45 billion of senior guaranteed trust securities issued by
the Murray Street Trust and the related junior subordinated
debt were outstanding. These securities and the related
junior subordinated debt matured during the first quarter
of 2017.
The APEX 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.
debt
subordinated
6.345% junior
The firm has covenanted in favor of the holders of Group
due
Inc.’s
February 15, 2034, that, subject to certain exceptions, the
firm will not redeem or purchase the capital securities
issued by the APEX Trusts, shares of Group Inc.’s Series E
or Series F Preferred Stock or shares of Group Inc.’s
Series O Perpetual Non-Cumulative Preferred Stock if the
redemption or purchase results in less than $253 million
aggregate liquidation preference outstanding, prior to
specified dates in 2022 for a price that exceeds a maximum
amount determined by reference to the net cash proceeds
that the firm has received from the sale of qualifying
securities. During 2016, the firm exchanged a par amount
of $1.32 billion of APEX issued by the APEX Trusts for a
corresponding redemption value of the Series E and Series F
Preferred Stock, which was permitted under the covenants
referenced above.
Inc.
Preferred Securities. Group
Junior Subordinated Debt Issued in Connection with
Trust
issued
$2.84 billion of junior subordinated debt in 2004 to
Goldman Sachs Capital I (Trust), a Delaware statutory
trust. The Trust
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. and used the proceeds from the issuances to
purchase the junior subordinated debt from Group Inc. As
of December 2017, the outstanding par amount of junior
subordinated debt held by the Trust was $1.17 billion and
the outstanding par amount of Trust Preferred Securities
and common beneficial interests issued by the Trust was
$1.13 billion and $35.1 million, respectively. During 2017,
the firm purchased $186 million (par amount) of Trust
Preferred Securities and delivered these securities, along
with $5.7 million of common beneficial interests, to the
Trust in exchange for a corresponding par amount of the
junior subordinated debt. Following the exchanges, these
Trust Preferred Securities, common beneficial interests and
subordinated debt were extinguished. As of
junior
December 2016, the outstanding par amount of junior
subordinated debt held by the Trust was $1.36 billion and
the outstanding par amount of Trust Preferred Securities
and common beneficial interests issued by the Trust was
$1.32 billion and $40.8 million, respectively. The Trust is a
wholly-owned finance subsidiary of the firm for regulatory
and legal purposes but is not consolidated for accounting
purposes.
interest
to defer payment of
The firm pays
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
interest on the junior
to time,
subordinated debt, and therefore cause payment on the
Trust’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
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.
its common stock. The Trust
Goldman Sachs 2017 Form 10-K 161
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Note 17.
Other Liabilities and Accrued Expenses
The table below presents the firm’s commitments by period
of expiration.
$ in millions
As of December 2017
2018
2019 -
2020
2021 -
2022
2023 -
Thereafter
Commercial lending:
Investment-grade
Non-investment-grade
$14,593 $38,836 $38,431
2,614 12,297 21,833
Warehouse financing
1,241
1,730
1,688
Total commitments to extend credit 18,895 52,863 61,505
Contingent and forward starting
collateralized agreements
Forward starting collateralized
41,756
–
–
financings
Letters of credit
Investment commitments
Other
Total commitments
16,902
288
2,836
6,089
–
–
493
50
$86,766 $53,819 $62,048
–
109
676
171
$ 1,255
8,547
681
10,483
–
–
40
2,835
–
$13,358
Commitments to Extend Credit
The firm’s commitments to extend credit 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 all or substantial additional portions
In addition, commitments can
of
expire unused or be reduced or cancelled at
the
counterparty’s request.
these commitments.
As of December 2017 and December 2016, $124.50 billion
and $98.05 billion, respectively, of the firm’s lending
commitments were held for investment and were accounted
for on an accrual basis. See Note 9 for further information
about such commitments. In addition, as of December 2017
and December 2016, $9.84 billion and $6.87 billion,
respectively, of the firm’s lending commitments were held
for sale and were accounted for at the lower of cost or fair
value. The firm accounts for the remaining commitments to
extend credit at fair value. Losses, if any, are generally
recorded, net of any fees in other principal transactions.
The table below presents other liabilities and accrued
expenses by type.
$ in millions
As of December
2017
2016
Compensation and benefits
Noncontrolling interests
Income tax-related liabilities
Employee interests in consolidated funds
Subordinated liabilities of consolidated VIEs
Accrued expenses and other
Total
$
6,710
553
4,051
156
19
5,433
$ 16,922
$
7,181
506
1,794
77
584
4,220
$ 14,362
In the table above, the increase in income tax-related
liabilities during 2017 reflected the estimated impact of Tax
Legislation on income tax-related liabilities. See Note 24
for further information about Tax Legislation.
Note 18.
Commitments, Contingencies and Guarantees
Commitments
The table below presents the firm’s commitments by type.
$ in millions
Commercial lending:
Investment-grade
Non-investment-grade
Warehouse financing
Total commitments to extend credit
Contingent and forward starting collateralized
agreements
Forward starting collateralized financings
Letters of credit
Investment commitments
Other
Total commitments
As of December
2017
2016
$ 93,115
45,291
5,340
143,746
41,756
16,902
437
6,840
6,310
$215,991
$ 73,664
34,878
3,514
112,056
25,348
8,939
373
8,444
6,014
$161,174
162 Goldman Sachs 2017 Form 10-K
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Commercial Lending. The firm’s commercial
lending
commitments are extended to investment-grade and
non-investment-grade corporate borrowers. Commitments
to investment-grade corporate borrowers are principally
used for operating liquidity and general
corporate
purposes. The firm also extends lending commitments in
connection with contingent acquisition financing and other
types of corporate lending, as well as commercial real estate
financing. Commitments that are extended for contingent
acquisition financing are often intended to be short-term in
nature, as borrowers often seek to replace them with other
funding sources.
Sumitomo Mitsui Financial Group, Inc. (SMFG) provides
the firm with credit loss protection on certain approved
loan commitments (primarily investment-grade commercial
lending commitments). The notional amount of such loan
commitments was $25.70 billion and $26.88 billion as of
December 2017 and December 2016, respectively. The
credit loss protection on loan commitments provided by
SMFG is generally limited to 95% of the first loss the firm
realizes on such commitments, up to a maximum of
approximately $950 million. In addition, subject to the
satisfaction of certain conditions, upon the firm’s request,
SMFG will provide protection for 70% of additional losses
on such commitments, up to a maximum of $1.13 billion,
of which $550 million and $768 million of protection had
been provided as of December 2017 and December 2016,
respectively. The firm also uses other financial instruments
to mitigate credit risks related to certain commitments not
covered by SMFG. These instruments primarily include
credit default swaps that reference the same or similar
underlying instrument or entity, or credit default swaps that
reference a market index.
Warehouse Financing. The firm provides financing to
clients who warehouse financial assets. These arrangements
are secured by the warehoused assets, primarily consisting
of retail and corporate loans.
starting
collateralized
Contingent and Forward Starting Collateralized
Agreements
/ Forward Starting Collateralized
Financings
Contingent and forward starting collateralized agreements
includes resale and securities borrowing agreements, and
forward
includes
repurchase and secured lending agreements that settle at a
future date, generally within three business days. The firm
also enters
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.
into commitments
financings
Letters of Credit
The firm has commitments under letters of credit issued by
various banks which the firm provides to counterparties in
lieu of securities or cash to satisfy various collateral and
margin deposit requirements.
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 $2.09 billion and $2.10 billion as of
December 2017 and December 2016, respectively, 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.
Leases
The firm has contractual obligations under long-term
noncancelable lease agreements for office space expiring on
various dates through 2069. Certain agreements are subject
to periodic escalation provisions for increases in real estate
taxes and other charges.
The table below presents future minimum rental payments,
net of minimum sublease rentals.
$ in millions
2018
2019
2020
2021
2022
2023 - thereafter
Total
As of
December 2017
$ 299
282
262
205
145
771
$1,964
Rent charged to operating expenses was $273 million for
2017, $244 million for 2016 and $249 million for 2015.
Goldman Sachs 2017 Form 10-K 163
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Operating leases include office space held in excess of
current requirements. Rent expense relating to space held
for growth is included in occupancy expenses. The firm
records a liability, based on the fair value of the remaining
lease rentals reduced by any potential or existing sublease
rentals, for leases where the firm has ceased using the space
and management has concluded that the firm will not
derive any future economic benefits. Costs to terminate a
lease before the end of its term are recognized and measured
at fair value on termination. Total occupancy expenses for
space held in excess of the firm’s current requirements and
exit costs related to its office space were not material for
both 2017 and 2015, and were approximately $68 million
for 2016.
Contingencies
Legal Proceedings. See Note 27 for information about
legal proceedings,
including certain mortgage-related
matters, and agreements the firm has entered into to toll the
statute of limitations.
Certain Mortgage-Related Contingencies. There are
multiple areas of
focus by regulators, governmental
agencies and others within the mortgage market that may
impact originators, issuers, servicers and investors. There
remains significant uncertainty surrounding the nature and
extent of any potential exposure for participants in this
market.
The firm has not been a significant originator of residential
mortgage loans. The firm did purchase loans originated by
others and generally received loan-level representations.
During the period 2005 through 2008, the firm sold
to government-
approximately $10 billion of
sponsored enterprises and approximately $11 billion of
loans to other third parties. In addition, the firm transferred
$125 billion of
loans to trusts and other mortgage
securitization vehicles. In connection with both sales of
loans and securitizations, the firm provided loan-level
representations
loan-level
representations from the party from whom the firm
purchased the loans.
assigned
and/or
loans
the
on
loans
based
alleged
breaches
The firm’s exposure to claims for repurchase of residential
mortgage
of
representations will depend on a number of factors such as
the extent to which these claims are made within the statute
of limitations, taking into consideration the agreements to
toll the statute of limitations the firm entered into with
trustees representing certain trusts. Based upon the large
number of defaults in residential mortgages, including those
sold or securitized by the firm, there is a potential for
repurchase claims. However, the firm is not in a position to
make a meaningful estimate of that exposure at this time.
164 Goldman Sachs 2017 Form 10-K
Other Contingencies. In connection with the sale of
Metro International Trade Services (Metro),
the firm
agreed to provide indemnities to the buyer, which primarily
relate to fundamental representations and warranties, and
potential
liabilities for legal or regulatory proceedings
arising out of the conduct of Metro’s business while the
firm owned it.
In connection with the settlement agreement with the
Residential Mortgage-Backed Securities Working Group of
the U.S. Financial Fraud Enforcement Task Force (RMBS
Working Group), the firm agreed to provide $1.80 billion
in consumer relief in the form of principal forgiveness for
underwater homeowners
and distressed borrowers;
financing for construction, rehabilitation and preservation
of affordable housing; and support for debt restructuring,
foreclosure prevention and housing quality improvement
programs, as well as land banks.
Guarantees
The table below presents
information about certain
derivatives that meet the definition of a guarantee, securities
lending indemnifications and certain other
financial
guarantees.
$ in millions
Derivatives
As of December 2017
Securities
lending
indemnifications
Other
financial
guarantees
Carrying Value of Net Liability $
5,406
$
–
$
37
Maximum Payout/Notional Amount by Period of Expiration
2018
2019 - 2020
2021 - 2022
2023 - thereafter
Total
$1,139,751
205,983
71,599
76,540
$1,493,873
$37,959
–
–
–
$37,959
$ 723
1,515
1,209
137
$3,584
As of December 2016
Carrying Value of Net Liability $
8,873
$
–
$
50
Maximum Payout/Notional Amount by Period of Expiration
2017
2018 - 2019
2020 - 2021
2022 - thereafter
Total
$ 432,328
261,676
71,264
51,506
$ 816,774
$33,403
–
–
–
$33,403
$1,064
763
1,662
173
$3,662
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 commitments to
extend credit. See the tables in “Commitments” above for
a summary of the firm’s commitments.
‰ The carrying value for derivatives included derivative
assets of $2.20 billion and $1.20 billion and derivative
liabilities of $7.61 billion and $10.07 billion as of
December 2017 and December 2016, respectively.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
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 its 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 inception of the contract. The
firm has concluded that these conditions have been met for
commercial and
certain large,
investment
clearing
central
counterparties.
certain
counterparties
Accordingly, the firm has not included such contracts in the
table above. In addition, see Note 7 for information about
credit derivatives that meet the definition of a guarantee,
which are not included in the table above.
internationally active
counterparties,
other
bank
and
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 Indemnifications. The firm, in its
capacity as an agency lender,
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. Collateral held by the lenders in
connection with securities lending indemnifications was
$39.03 billion and $34.33 billion as of December 2017 and
December 2016, respectively. Because the contractual
nature of these arrangements requires the firm to obtain
collateral with a market value that exceeds the value of the
securities
is minimal
performance risk associated with these guarantees.
to the borrower,
there
lent
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
to complete
and other guarantees
transactions
These
fund-related
guarantees represent obligations to make payments to
beneficiaries if the guaranteed party fails to fulfill
its
obligation under a contractual arrangement with that
beneficiary.
to enable clients
guarantees).
and
Guarantees of Securities Issued by Trusts. The firm has
established trusts, including Goldman Sachs Capital I, the
APEX 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 Note 16 for further
information about the transactions involving Goldman
Sachs Capital I and the APEX 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.
it
that
Management believes
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
trustees and administrators, against
custody agents,
specified potential losses in connection with their acting as
an agent of, or providing services to, the firm or its
affiliates.
third-party service providers,
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
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 on behalf of its
clients the transactions entered into by them with other
brokerage firms. The firm’s obligations in respect of such
transactions are secured by the assets in the client’s account,
as well as any 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 certain other matters involving the borrower.
Goldman Sachs 2017 Form 10-K 165
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
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
guarantees and indemnifications have been recognized in
the consolidated statements of financial condition as of
both December 2017 and December 2016.
Warranties
Representations,
Other
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 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. 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 statements of financial condition as of both
December 2017 and December 2016.
Guarantees of Subsidiaries. Group Inc.
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.) and GS Bank USA,
subject to certain exceptions.
its
other
consolidated
In addition, Group Inc. guarantees many of the obligations
a
subsidiaries
of
transaction-by-transaction basis,
as negotiated with
counterparties. Group Inc. is unable to develop an estimate
of the maximum payout under its subsidiary guarantees;
however, because these guaranteed obligations are also
obligations of consolidated subsidiaries, Group Inc.’s
liabilities as guarantor are not separately disclosed.
on
166 Goldman Sachs 2017 Form 10-K
Note 19.
Shareholders’ Equity
Common Equity
As of both December 2017 and December 2016, 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.
Dividends declared per common share were $2.90 in 2017,
$2.60 in 2016 and $2.55 in 2015. On January 16, 2018, the
Board of Directors of Group Inc. (Board) declared a
dividend of $0.75 per common share to be paid on
March 29, 2018 to common shareholders of record on
March 1, 2018.
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),
the amounts and timing of which are determined primarily
by the firm’s current and projected capital position, but
which may also be influenced by general market conditions
and the prevailing price and trading volumes of the firm’s
common stock. Prior to repurchasing common stock, the
firm must receive confirmation that the FRB does not object
to such capital action.
The table below presents the amount of common stock
repurchased by the firm under the share repurchase
program.
in millions, except per share amounts
2017
2016
2015
Year Ended December
22.1
Common share repurchases
Average cost per share
$231.87 $165.88 $189.41
Total cost of common share repurchases $ 6,721 $ 6,069 $ 4,195
36.6
29.0
Pursuant to the terms of certain share-based compensation
plans, employees may remit shares to the firm or the firm
may cancel RSUs or stock options to satisfy minimum
statutory employee tax withholding requirements and the
exercise price of stock options. Under these plans, during
2017, 2016 and 2015, 12,165 shares, 49,374 shares and
35,217 shares were remitted with a total value of
$3 million, $7 million and $6 million, and the firm
cancelled 8.1 million, 6.1 million and 5.7 million of RSUs
with a total value of $1.94 billion, $921 million and
$1.03 billion, respectively. Under these plans, the firm also
cancelled 4.6 million, 5.5 million and 2.0 million of stock
options with a total value of $1.09 billion, $1.11 billion and
$406 million during 2017, 2016 and 2015, respectively.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Preferred Equity
The tables below present details about
preferred
December 2017.
issued
stock
and
the perpetual
of
as
outstanding
Series
A
B
C
D
E
F
J
K
L
M
N
O
P
Total
Shares
Authorized
50,000
50,000
25,000
60,000
17,500
5,000
46,000
32,200
52,000
80,000
31,050
26,000
66,000
540,750
Shares
Issued
30,000
32,000
8,000
54,000
7,667
1,615
40,000
28,000
52,000
80,000
27,000
26,000
60,000
446,282
Series
Earliest Redemption Date
A
B
C
D
E
F
J
K
L
M
N
O
P
Total
Currently redeemable
Currently redeemable
Currently redeemable
Currently redeemable
Currently redeemable
Currently redeemable
May 10, 2023
May 10, 2024
May 10, 2019
May 10, 2020
May 10, 2021
November 10, 2026
November 10, 2022
Shares
Outstanding
Depositary Shares
Per Share
29,999
32,000
8,000
53,999
7,667
1,615
40,000
28,000
52,000
80,000
27,000
26,000
60,000
446,280
Liquidation
Preference
$ 25,000
$ 25,000
$ 25,000
$ 25,000
$100,000
$100,000
$ 25,000
$ 25,000
$ 25,000
$ 25,000
$ 25,000
$ 25,000
$ 25,000
1,000
1,000
1,000
1,000
N/A
N/A
1,000
1,000
25
25
1,000
25
25
Redemption
Value
($ in millions)
$
750
800
200
1,350
767
161
1,000
700
1,300
2,000
675
650
1,500
$11,853
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
confirmation that the FRB does not object to such capital
action.
‰ In November 2017, Group Inc. issued 60,000 shares of
Series P perpetual 5.00% Fixed-to-Floating Rate
Non-Cumulative Preferred Stock (Series P Preferred Stock).
‰ The redemption price per share for Series A through F
Preferred Stock is the liquidation preference plus declared
and unpaid dividends. The redemption price per share for
Series J through P Preferred Stock is the liquidation
preference plus accrued and unpaid dividends. Each share
of non-cumulative Series E and Series F Preferred Stock
issued and outstanding is redeemable at the firm’s option,
subject to certain covenant restrictions governing the
firm’s ability to redeem the preferred stock without
issuing common stock or other instruments with equity-
like characteristics. See Note 16 for information about the
replacement capital covenants applicable to the Series E
and Series F Preferred Stock.
‰ 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.
During 2016,
the firm delivered a par amount of
$1.32 billion (fair value of $1.04 billion) of APEX to the
APEX Trusts in exchange for 9,833 shares of Series E
Preferred Stock and 3,385 shares of Series F Preferred Stock
for a total redemption value of $1.32 billion (net carrying
value of $1.31 billion). Following the exchange, these
shares of Series E and Series F Preferred Stock were
cancelled. The difference between the fair value of the
APEX and the net carrying value of the preferred stock at
the time of cancellation was $266 million. This difference
was recorded as a reduction to preferred stock dividends in
2016. See Note 16 for further information about APEX.
for
In November 2017, the firm redeemed the 34,000 shares of
Series I 5.95% Non-Cumulative Preferred Stock (Series I
the stated redemption price of
Preferred Stock)
$850 million ($25,000 per share), plus accrued and unpaid
dividends. The difference between the redemption value of
the Series I Preferred Stock and the net carrying value at the
time of redemption was $14 million. This difference was
recorded as an addition to preferred stock dividends in
2017.
In February 2018, the firm redeemed 26,000 shares of its
outstanding Series B 6.20% Non-Cumulative Preferred
Stock (Series B Preferred Stock) with a redemption value of
$650 million ($25,000 per share). The difference between
the redemption value of the Series B Preferred Stock and the
redemption was
net carrying value at
$15 million. This difference will be recorded as an addition
to preferred stock dividends in the first quarter of 2018.
the time of
Goldman Sachs 2017 Form 10-K 167
On January 10, 2018, Group Inc. declared dividends of
$244.79, $387.50, $261.11, $261.11, $343.75, $398.44
and $393.75 per share of Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock, Series D Preferred
Stock, Series J Preferred Stock, Series K Preferred Stock and
Series N Preferred Stock, respectively, to be paid on
February 12, 2018 to preferred shareholders of record on
January 28, 2018. In addition, the firm declared dividends
of $1,000.00 per each share of Series E Preferred Stock and
Series F Preferred Stock, to be paid on March 1, 2018 to
preferred shareholders of record on February 14, 2018.
Accumulated Other Comprehensive Loss
The table below presents changes in the accumulated other
comprehensive loss, net of tax, by type.
Other
comprehensive
income/(loss)
adjustments,
net of tax
Beginning
balance
Ending
balance
$ in millions
Year Ended December 2017
Currency translation
Debt valuation adjustment
Pension and postretirement liabilities
Available-for-sale securities
Total
$ (647)
(239)
(330)
–
$(1,216)
(807)
130
(9)
$ 22 $ (625)
(1,046)
(200)
(9)
$(664) $(1,880)
Year Ended December 2016
Currency translation
Debt valuation adjustment
Pension and postretirement liabilities
Total
$ (587)
305
(131)
$ (413)
(544)
(199)
$ (60) $ (647)
(239)
(330)
$(803) $(1,216)
In the table above, the beginning balance of accumulated
other comprehensive loss for December 2016 has been
adjusted to reflect the cumulative effect of the change in
accounting principle related to debt valuation adjustment,
net of tax. See Note 3 for further information about the
adoption of ASU No. 2016-01. See Note 8 for further
information about the debt valuation adjustment.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
The table below presents the dividend rates of the firm’s
perpetual preferred stock as of December 2017.
Series
Per Annum Dividend Rate
A
B
C
D
E
F
J
K
L
M
N
O
P
3 month LIBOR + 0.75%, with floor of 3.75%, payable quarterly
6.20%, payable quarterly
3 month LIBOR + 0.75%, with floor of 4.00%, payable quarterly
3 month LIBOR + 0.67%, with floor of 4.00%, payable quarterly
3 month LIBOR + 0.77%, with floor of 4.00%, payable quarterly
3 month LIBOR + 0.77%, with floor of 4.00%, payable quarterly
5.50% to, but excluding, May 10, 2023;
3 month LIBOR + 3.64% thereafter, payable quarterly
6.375% to, but excluding, May 10, 2024;
3 month LIBOR + 3.55% thereafter, payable quarterly
5.70%, payable semi-annually, from issuance date to, but excluding,
May 10, 2019; 3 month LIBOR + 3.884%, payable quarterly, thereafter
5.375%, payable semi-annually, from issuance date to, but excluding,
May 10, 2020; 3 month LIBOR + 3.922%, payable quarterly, thereafter
6.30%, payable quarterly
5.30%, payable semi-annually, from issuance date to, but excluding,
November 10, 2026; 3 month LIBOR + 3.834%, payable quarterly, thereafter
5.00%, payable semi-annually, from issuance date to, but excluding,
November 10, 2022; 3 month LIBOR + 2.874%, payable quarterly, thereafter
In the table above, dividends on each series of preferred
stock are payable in arrears for the periods specified.
The table below presents dividends declared on the firm’s
preferred stock.
Year Ended December
2017
2016
2015
per
share
$ in
millions
per
share
$ in
millions
per
share
$ in
millions
$ 950.51
$1,550.00
$1,013.90
$1,013.90
$4,055.55
$4,055.55
$1,487.52
$1,375.00
$1,593.76
$1,425.00
$1,343.76
$1,575.00
$1,325.00
$ 29 $ 953.12
50 $1,550.00
8 $1,016.68
55 $1,016.68
31 $4,066.66
6 $4,066.66
51 $1,487.52
55 $1,375.00
45 $1,593.76
74 $1,425.00
107 $1,343.76
42 $1,124.38
34 $ 379.10
$ 29 $ 950.52
50 $1,550.00
8 $1,013.90
55 $1,013.90
50 $4,055.55
13 $4,055.55
51 $1,487.52
55 $1,375.00
45 $1,593.76
74 $1,425.00
107 $ 735.33
–
–
30 $
10 $
$587
$577
$ 28
50
8
54
71
20
51
55
45
74
59
–
–
$515
Series
A
B
C
D
E
F
I
J
K
L
M
N
O
Total
In the table above, the total preferred dividend amounts for
Series E and Series F Preferred Stock for 2016 include
prorated dividends of $866.67 per share related to 4,861
shares of Series E Preferred Stock and 1,639 shares of
Series F Preferred Stock, which were cancelled during 2016.
168 Goldman Sachs 2017 Form 10-K
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Note 20.
Regulation and Capital Adequacy
The FRB is the primary regulator of Group Inc., a bank
holding company (BHC) under the U.S. Bank Holding
Company Act of 1956 and a financial holding company
under amendments to this Act. As a BHC, the firm is
subject to consolidated regulatory capital requirements
which are calculated in accordance with the risk-based
capital and leverage regulations of the FRB, subject to
certain transitional provisions (Capital Framework).
The risk-based capital requirements are expressed as capital
ratios that compare measures of regulatory capital to risk-
weighted assets (RWAs). Failure to comply with these
capital requirements could result
in restrictions being
imposed by the firm’s regulators. 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 as
described below.
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
(Basel
international
III) and also
standards
capital
implement certain provisions of
the Dodd-Frank Act.
Under the Capital Framework, the firm is an “Advanced
approach” banking organization and has been designated
as a global systemically important bank (G-SIB).
The firm calculates its Common Equity Tier 1 (CET1),
Tier 1 capital and Total capital ratios in accordance with
(i) the Standardized approach and market risk rules set out
in the Capital Framework (together, the Standardized
Capital Rules) and (ii) the Advanced approach and market
risk rules set out in the Capital Framework (together, the
Basel III Advanced Rules). The lower of each capital ratio
calculated in (i) and (ii) is the ratio against which the firm’s
compliance with its minimum ratio requirements
is
assessed. Each of the capital ratios calculated in accordance
with the Basel III Advanced Rules was lower than that
calculated in accordance with the Standardized Capital
Rules and therefore the Basel III Advanced ratios were the
ratios that applied to the firm as of both December 2017
and December 2016. The capital ratios that apply to the
firm can change in future reporting periods as a result of
these regulatory requirements.
Regulatory Capital and Capital Ratios. The table below
presents the minimum ratios required for the firm.
CET1 ratio
Tier 1 capital ratio
Total capital ratio
Tier 1 leverage ratio
As of December
2017
2016
7.000%
8.500%
10.500%
4.000%
5.875%
7.375%
9.375%
4.000%
In the table above:
‰ The minimum capital ratios as of December 2017 reflect
(i) the 50% phase-in of the capital conservation buffer of
2.5%, (ii) the 50% phase-in of the G-SIB buffer of 2.5%
(based on 2015 financial data),
the
countercyclical capital buffer of zero percent, each
described below.
and (iii)
‰ The minimum capital ratios as of December 2016 reflect
(i) the 25% phase-in of the capital conservation buffer of
2.5%, (ii) the 25% phase-in of the G-SIB buffer of 3%
(based on 2014 financial data),
the
countercyclical capital buffer of zero percent, each
described below.
and (iii)
‰ Tier 1 leverage ratio is defined as Tier 1 capital divided by
quarterly average adjusted total assets (which includes
adjustments for goodwill and identifiable intangible
assets, and certain investments
in nonconsolidated
financial institutions).
Certain aspects of the Capital Framework’s requirements
phase in over time (transitional provisions). These include
capital buffers and certain deductions from regulatory
capital (such as investments in nonconsolidated financial
institutions). These deductions from regulatory capital are
required to be phased in ratably per year from 2014 to
2018, with residual amounts not deducted during the
transitional period subject to risk weighting. In addition,
junior subordinated debt issued to trusts is being phased
out of regulatory capital. The minimum CET1, Tier 1 and
Total capital ratios that apply to the firm will increase as
the capital buffers are phased in.
The capital conservation buffer, which consists entirely of
capital that qualifies as CET1, began to phase in on
January 1, 2016 and will continue to do so in increments of
0.625% per year until
it reaches 2.5% of RWAs on
January 1, 2019.
Goldman Sachs 2017 Form 10-K 169
‰ RWAs
for market
risk in accordance with the
Standardized Capital Rules and the Basel III Advanced
Rules are generally consistent; and
‰ RWAs for operational risk are not required by the
III
Standardized Capital Rules, whereas
Advanced Rules do include such a requirement.
the Basel
Credit Risk
Credit RWAs are calculated based upon measures of
exposure, which are then risk weighted. The following is a
description of the calculation of credit RWAs in accordance
with the Standardized Capital Rules and the Basel III
Advanced Rules:
‰ For credit RWAs calculated in accordance with the
Standardized Capital Rules, the firm utilizes prescribed
risk-weights which depend largely on the type of
counterparty (e.g., whether
the counterparty is a
sovereign, bank, broker-dealer or other entity). The
exposure measure
is based on a
for derivatives
combination of positive net current exposure and a
percentage of the notional amount of each derivative. The
exposure measure for securities financing transactions is
calculated to reflect adjustments for potential price
volatility, the size of which depends on factors such as the
type and maturity of the security, and whether it is
denominated in the same currency as the other side of the
financing transaction. The firm utilizes specific required
for
formulaic
securitizations and equities; and
to measure
approaches
exposure
III Advanced Rules,
‰ For credit RWAs calculated in accordance with the
Basel
the firm has been given
permission by its regulators to compute risk-weights for
wholesale and retail credit exposures in accordance with
the Advanced Internal Ratings-Based approach. This
approach is based on internal assessments of
the
creditworthiness of counterparties, with key inputs being
the probability of default, loss given default and the
effective maturity. The firm utilizes internal models to
measure exposure for derivatives and securities financing
transactions. The Capital Framework requires that a
BHC obtain prior written agreement from its regulators
before using internal models for such purposes. The firm
utilizes specific required formulaic approaches to measure
exposure for securitizations and equities.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
1,
fully
2016,
effective
The G-SIB buffer, which is an extension of the capital
conservation buffer, phases in ratably, beginning on
January
on
becoming
January 1, 2019, and must consist entirely of capital that
qualifies as CET1. The buffer must be calculated using two
methodologies, the higher of which is reflected in the firm’s
minimum risk-based capital ratios. The first calculation is
based upon 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 uses similar inputs, but it includes a measure of
reliance on short-term wholesale funding. The firm’s G-SIB
buffer will be updated annually based on financial data
from the prior year, and will be generally applicable for the
following year.
The Capital Framework also provides for a countercyclical
capital buffer, which is an extension of
the capital
conservation buffer, of up to 2.5% (consisting entirely of
CET1) intended to counteract systemic vulnerabilities. As
of December 2017, the FRB has set the countercyclical
capital buffer at zero percent.
Failure to meet the capital levels inclusive of the buffers
could limit the firm’s ability to distribute capital, including
share repurchases and dividend payments, and to make
certain discretionary compensation payments.
Definition of Risk-Weighted Assets. RWAs
are
calculated in accordance with both the Standardized
Capital Rules and the Basel III Advanced Rules. The
following is a comparison of RWA calculations under these
rules:
‰ RWAs for credit risk in accordance with the Standardized
Capital Rules are calculated in a different manner than
the Basel III Advanced Rules. The primary difference is
that the Standardized Capital Rules do not contemplate
the use of internal models to compute exposure for credit
risk on derivatives and securities financing transactions,
whereas the Basel III Advanced Rules permit the use of
such models, subject to supervisory approval. In addition,
calculated in accordance with the
credit RWAs
Standardized Capital Rules utilize prescribed risk-weights
which depend largely on the type of counterparty, rather
than on internal assessments of the creditworthiness of
such counterparties;
170 Goldman Sachs 2017 Form 10-K
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Market Risk
Market RWAs are calculated based on measures of
exposure which include Value-at-Risk (VaR), stressed VaR,
incremental risk and comprehensive risk based on internal
models, and a standardized measurement method for
specific risk. The market risk regulatory capital rules
require that a BHC obtain prior written agreement from its
regulators before using any internal model to calculate its
risk-based capital requirement. The following is further
information regarding the measures of exposure for market
RWAs calculated in accordance with the Standardized
Capital Rules and Basel III Advanced Rules:
‰ VaR is the potential loss in value of inventory positions,
as well as certain other financial assets and financial
liabilities, due to adverse market movements over a
defined time horizon with a specified confidence level. 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 regulatory capital requirements
(regulatory VaR) differs from risk management VaR due
to different time horizons and confidence levels (10-day
and 99% for regulatory VaR vs. one-day and 95% for
risk management VaR), as well as differences in the scope
of positions on which VaR is calculated. 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 FRB’s
regulatory capital rules require 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 2017 and exceeded its 99% one-day
regulatory VaR on two occasions during 2016. There was
no change in the VaR multiplier used to calculate Market
RWAs;
‰ Stressed VaR is the potential loss in value of inventory
positions, as well as certain other financial assets and
financial liabilities, during a period of significant market
stress;
‰ Incremental
risk is
in value of
the potential
non-securitized inventory positions due to the default or
credit migration of issuers of financial instruments over a
one-year time horizon;
loss
‰ 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 Basel III Advanced Rules. The firm has been given
permission by its regulators to calculate operational RWAs
accordance with the “Advanced Measurement
in
Approach,” and therefore utilizes an internal risk-based
model to quantify Operational RWAs.
Consolidated Regulatory Capital Ratios
Capital Ratios and RWAs. Each of the capital ratios
calculated in accordance with the Basel III Advanced Rules
was lower than that calculated in accordance with the
Standardized Capital Rules as of both December 2017 and
December 2016, and therefore such lower ratios applied to
the firm as of these dates.
Goldman Sachs 2017 Form 10-K 171
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
The table below presents the ratios calculated in accordance
with both the Standardized Capital Rules and Basel III
Advanced Rules.
$ in millions
Common shareholders’ equity
Deduction for goodwill and identifiable intangible
As of December
2017
2016
$ 70,390 $ 75,690
assets, net of deferred tax liabilities
(3,269)
(2,874)
Deduction for investments in nonconsolidated
financial institutions
Other adjustments
Common Equity Tier 1
Preferred stock
Deduction for investments in covered funds
Other adjustments
Tier 1 capital
Standardized Tier 2 and Total capital
Tier 1 capital
Qualifying subordinated debt
Junior subordinated debt issued to trusts
Allowance for losses on loans and lending
commitments
Other adjustments
Standardized Tier 2 capital
Standardized Total capital
Basel III Advanced Tier 2 and Total capital
Tier 1 capital
Standardized Tier 2 capital
Allowance for losses on loans and lending
commitments
Basel III Advanced Tier 2 capital
Basel III Advanced Total capital
RWAs
Standardized
Basel III Advanced
CET1 ratio
Standardized
Basel III Advanced
Tier 1 capital ratio
Standardized
Basel III Advanced
Total capital ratio
Standardized
Basel III Advanced
Tier 1 leverage ratio
–
(11)
67,110
11,853
(590)
(42)
(424)
(346)
72,046
11,203
(445)
(364)
$ 78,331 $ 82,440
$ 78,331 $ 82,440
14,566
792
13,360
567
1,078
(28)
14,977
722
(6)
16,074
$ 93,308 $ 98,514
$ 78,331 $ 82,440
16,074
14,977
(1,078)
13,899
(722)
15,352
$ 92,230 $ 97,792
$555,611 $496,676
$617,646 $549,650
12.1%
10.9%
14.5%
13.1%
14.1%
12.7%
16.6%
15.0%
16.8%
14.9%
19.8%
17.8%
8.4%
9.4%
Effective January 2018, the firm was subject to the fully
phased-in CET1 ratios. As of December 2017, the firm’s
CET1 ratios, on a fully phased-in basis, calculated in
accordance with the Standardized Capital Rules and
Basel III Advanced Rules were lower by 0.2 percentage
points, as compared to the transitional CET1 ratios.
172 Goldman Sachs 2017 Form 10-K
In the table above:
‰ Deduction for goodwill and identifiable intangible assets,
net of deferred tax liabilities,
included goodwill of
$3.67 billion as of both December 2017 and
December 2016, and identifiable intangible assets of
$298 million (80% of $373 million) and $257 million
(60% of $429 million) as of December 2017 and
December 2016, respectively, net of associated deferred
tax liabilities of $694 million and $1.05 billion as of
December 2017 and December 2016,
respectively.
Goodwill
is fully deducted from CET1, while the
deduction for identifiable intangible assets is required to
be phased into CET1 ratably over five years from 2014 to
2018. The balance that is not deducted during the
transitional period is risk weighted.
‰ Deduction for investments in nonconsolidated financial
institutions represents the amount by which the firm’s
investments in the capital of nonconsolidated financial
institutions exceed certain prescribed thresholds. The
deduction for such investments is required to be phased
into CET1 ratably over five years from 2014 to 2018. As
of December 2017 and December 2016, CET1 reflects
80% and 60% of the deduction, respectively. The balance
that is not deducted during the transitional period is risk
weighted.
‰ Deduction for investments in covered funds represents the
firm’s aggregate investments in applicable covered funds,
excluding investments that are subject to an extended
conformance period. This deduction was not subject to a
transition period. See Note 6 for further information
about the Volcker Rule.
and
liabilities,
‰ Other adjustments within CET1 and Tier 1 capital
credit valuation adjustments on
primarily include
derivative
postretirement
pension
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. The deduction for such items is
generally required to be phased into CET1 ratably over
five years from 2014 to 2018. As of December 2017 and
December 2016, CET1 reflects 80% and 60% of such
deduction, respectively. The balance that is not deducted
from CET1 during the transitional period is generally
deducted from Tier 1 capital within other adjustments.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
‰ As of December 2017, junior subordinated debt issued to
trusts was fully phased out of Tier 1 capital, with 50%
included in Tier 2 capital and 50% fully phased out of
junior
regulatory capital. As of December 2016,
subordinated debt issued to trusts was fully phased out of
Tier 1 capital, with 60% included in Tier 2 capital and
40% fully phased out of regulatory capital. Junior
subordinated debt issued to trusts is reduced by the
amount of trust preferred securities purchased by the firm
and will be fully phased out of Tier 2 capital by 2022 at a
rate of 10% per year. See Note 16 for further information
about the firm’s junior subordinated debt issued to trusts
and trust preferred securities purchased by the firm.
‰ 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 16 for further
information about the firm’s subordinated debt.
The tables below present changes in CET1, Tier 1 capital
and Tier 2 capital.
$ in millions
Common Equity Tier 1
Beginning balance
Change in common shareholders’ equity
Change in deduction for:
Transitional provisions
Goodwill and identifiable intangible
assets, net of deferred tax liabilities
Investments in nonconsolidated financial
institutions
Change in other adjustments
Ending balance
Tier 1 capital
Beginning balance
Change in deduction for:
Transitional provisions
Investments in covered funds
Other net decrease in CET1
Change in preferred stock
Change in other adjustments
Ending balance
Tier 2 capital
Beginning balance
Change in qualifying subordinated debt
Redesignation of junior subordinated debt
issued to trusts
Change in the allowance for losses on loans
and lending commitments
Change in other adjustments
Ending balance
Total capital
Year Ended
December 2017
Standardized
Basel III
Advanced
$72,046
(5,300)
$72,046
(5,300)
(426)
(324)
(426)
(324)
586
528
$67,110
586
528
$67,110
$82,440
$82,440
(274)
(145)
(4,510)
650
170
78,331
16,074
(1,206)
(274)
(145)
(4,510)
650
170
78,331
15,352
(1,206)
(225)
(225)
356
(22)
14,977
$93,308
–
(22)
13,899
$92,230
$ in millions
Common Equity Tier 1
Beginning balance
Change in common shareholders’ equity
Change in deduction for:
Transitional provisions
Goodwill and identifiable intangible
assets, net of deferred tax liabilities
Investments in nonconsolidated financial
institutions
Change in other adjustments
Ending balance
Tier 1 capital
Beginning balance
Change in deduction for:
Transitional provisions
Investments in covered funds
Other net increase in CET1
Redesignation of junior subordinated debt
issued to trusts
Change in preferred stock
Change in other adjustments
Ending balance
Tier 2 capital
Beginning balance
Change in qualifying subordinated debt
Redesignation of junior subordinated debt
issued to trusts
Change in the allowance for losses on loans
and lending commitments
Change in other adjustments
Ending balance
Total capital
Year Ended
December 2016
Standardized
Basel III
Advanced
$71,363
162
$71,363
162
(839)
(839)
16
16
895
449
$72,046
895
449
$72,046
$81,511
$81,511
(558)
(32)
1,522
(330)
3
324
82,440
(558)
(32)
1,522
(330)
3
324
82,440
16,705
(566)
16,103
(566)
(198)
(198)
120
13
16,074
$98,514
–
13
15,352
$97,792
In the tables above, the change in the deduction for
transitional provisions represents the increased phase-in of
80% (effective
from 60% to
the
January 1, 2017) for 2017 and from 40% to 60% (effective
January 1, 2016) for 2016.
deduction
Goldman Sachs 2017 Form 10-K 173
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
The tables below present
the components of RWAs
calculated in accordance with the Standardized Capital
Rules and Basel III Advanced Rules.
The table below presents changes in RWAs calculated in
accordance with the Standardized Capital Rules and
Basel III Advanced Rules.
$ in millions
Credit RWAs
Derivatives
Commitments, guarantees and loans
Securities financing transactions
Equity investments
Other
Total Credit RWAs
Market RWAs
Regulatory VaR
Stressed VaR
Incremental risk
Comprehensive risk
Specific risk
Total Market RWAs
Total RWAs
$ in millions
Credit RWAs
Derivatives
Commitments, guarantees and loans
Securities financing transactions
Equity investments
Other
Total Credit RWAs
Market RWAs
Regulatory VaR
Stressed VaR
Incremental risk
Comprehensive risk
Specific risk
Total Market RWAs
Total Operational RWAs
Total RWAs
Standardized Capital Rules
as of December
2017
2016
$126,076
145,104
77,962
48,155
70,933
468,230
7,532
32,753
8,441
2,397
36,258
87,381
$555,611
$124,286
115,744
71,319
41,428
58,636
411,413
9,750
22,475
7,875
5,338
39,825
85,263
$496,676
Basel III Advanced Rules
as of December
2017
2016
$102,986
163,375
19,362
51,626
75,968
413,317
7,532
32,753
8,441
1,870
36,258
86,854
117,475
$617,646
$105,096
122,792
14,673
44,095
63,431
350,087
9,750
22,475
7,875
4,550
39,825
84,475
115,088
$549,650
In the tables above:
‰ Securities financing transactions represent resale and
repurchase agreements and securities borrowed and
loaned transactions.
‰ Other includes receivables, certain debt securities, cash
and cash equivalents and other assets.
174 Goldman Sachs 2017 Form 10-K
$ in millions
Risk-Weighted Assets
Beginning balance
Credit RWAs
Change in:
Deduction for transitional provisions
Derivatives
Commitments, guarantees and loans
Securities financing transactions
Equity investments
Other
Change in Credit RWAs
Market RWAs
Change in:
Regulatory VaR
Stressed VaR
Incremental risk
Comprehensive risk
Specific risk
Change in Market RWAs
Operational RWAs
Change in operational risk
Change in Operational RWAs
Ending balance
Year Ended
December 2017
Standardized
Basel III
Advanced
$496,676
$549,650
(233)
1,790
29,360
6,643
6,889
12,368
56,817
(2,218)
10,278
566
(2,941)
(3,567)
2,118
(233)
(2,110)
40,583
4,689
7,693
12,608
63,230
(2,218)
10,278
566
(2,680)
(3,567)
2,379
–
–
$555,611
2,387
2,387
$617,646
In the table above, the increased deduction for transitional
the
provisions
deduction from 60% to 80%, effective January 1, 2017.
the increased phase-in of
represents
Standardized Credit RWAs as of December 2017 increased
by $56.82 billion compared with December 2016,
primarily reflecting an increase in commitments, guarantees
and loans, principally due to increased lending activity.
Standardized Market RWAs as of December 2017
increased by $2.12 billion compared with December 2016,
primarily reflecting an increase in stressed VaR as a result of
increased risk exposures partially offset by decreases in
specific risk, as a result of changes in risk exposures, and
comprehensive risk, as a result of changes
in risk
measurements.
by
billion
$63.23
compared
Basel III Advanced Credit RWAs as of December 2017
increased
with
December 2016, primarily reflecting an increase in
commitments, guarantees and loans, principally due to
increased lending activity. Basel III Advanced Market
RWAs as of December 2017 increased by $2.38 billion
compared with December 2016, primarily reflecting an
increase in stressed VaR as a result of increased risk
exposures partially offset by decreases in specific risk, as a
result of changes in risk exposures, and comprehensive risk,
as a result of changes in risk measurements.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
The table below presents changes in RWAs calculated in
accordance with the Standardized Capital Rules and
Basel III Advanced Rules.
$ in millions
Risk-Weighted Assets
Beginning balance
Credit RWAs
Change in:
Deduction for transitional provisions
Derivatives
Commitments, guarantees and loans
Securities financing transactions
Equity investments
Other
Change in Credit RWAs
Market RWAs
Change in:
Regulatory VaR
Stressed VaR
Incremental risk
Comprehensive risk
Specific risk
Change in Market RWAs
Operational RWAs
Change in operational risk
Change in Operational RWAs
Ending balance
Year Ended
December 2016
Standardized
Basel III
Advanced
$524,107
$577,651
(531)
(12,555)
4,353
(73)
4,196
(4,095)
(8,705)
(2,250)
737
(1,638)
(387)
(15,188)
(18,726)
(531)
(8,575)
8,269
(228)
4,440
2,630
6,005
(2,250)
737
(1,638)
(167)
(15,188)
(18,506)
–
–
$496,676
(15,500)
(15,500)
$549,650
In the table above, the increased deduction for transitional
the
provisions
deduction from 40% to 60%, effective January 1, 2016.
the increased phase-in of
represents
Standardized Credit RWAs as of December 2016 decreased
by $8.71 billion compared with December 2015, primarily
reflecting a decrease in derivatives, principally due to
reduced exposures, and a decrease in receivables included in
other credit RWAs reflecting the impact of firm and client
activity. This decrease was partially offset by increases in
commitments, guarantees and loans principally due to
increased lending
investments,
principally due to increased exposures and the impact of
market movements. Standardized Market RWAs as of
December 2016 decreased by $18.73 billion compared with
December 2015, primarily reflecting a decrease in specific
risk as a result of reduced risk exposures.
and equity
activity,
Basel III Advanced Credit RWAs as of December 2016
increased by $6.01 billion compared with December 2015,
primarily reflecting an increase in commitments, guarantees
and loans principally due to increased lending activity, and
an increase in equity investments, principally due to
increased exposures and the impact of market movements.
These increases were partially offset by a decrease in
derivatives, principally due to lower counterparty credit
risk and reduced exposure. Basel III Advanced Market
RWAs as of December 2016 decreased by $18.51 billion
compared with December 2015, primarily reflecting a
decrease in specific risk as a result of reduced risk
exposures. Basel III Advanced Operational RWAs as of
December 2016 decreased by $15.50 billion compared with
December 2015, reflecting a decrease in the frequency of
certain events incorporated within the firm’s risk-based
model.
Bank Subsidiaries
Regulatory Capital Ratios. GS Bank USA, an FDIC-
insured, 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 and the Consumer Financial Protection
Bureau, and is subject to regulatory capital requirements
that are calculated in substantially the same manner as
those applicable to BHCs. For purposes of assessing the
adequacy of its capital, GS Bank USA calculates its capital
ratios in accordance with the risk-based capital and
leverage requirements applicable to state member banks.
Those requirements are based on the Capital Framework
described above. GS Bank USA is an Advanced approach
banking organization under the Capital Framework.
Goldman Sachs 2017 Form 10-K 175
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Under the regulatory framework for prompt corrective
action applicable to GS Bank USA, in order to meet the
quantitative requirements for being a “well-capitalized”
depository institution, GS Bank USA must meet higher
minimum requirements than the minimum ratios in the
table
and
December 2016, GS Bank USA was in compliance with its
minimum capital requirements and the “well-capitalized”
minimum ratios.
both December
below. As
2017
of
The table below presents the minimum ratios and the “well-
capitalized” minimum ratios required for GS Bank USA.
Minimum Ratio as of December
CET1 ratio
Tier 1 capital ratio
Total capital ratio
Tier 1 leverage ratio
2017
5.750%
7.250%
9.250%
4.000%
2016
5.125%
6.625%
8.625%
4.000%
“Well-capitalized”
Minimum Ratio
6.5%
8.0%
10.0%
5.0%
In the table above:
‰ The minimum capital ratios as of December 2017 reflect
(i) the 50% phase-in of the capital conservation buffer of
2.5% and (ii) the countercyclical capital buffer of zero
percent, each described above.
‰ The minimum capital ratios as of December 2016 reflect
(i) the 25% phase-in of the capital conservation buffer of
2.5% and (ii) the countercyclical capital buffer of zero
percent, each described above.
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 these capital
requirements, including a breach of the buffers described
above, could result in restrictions being imposed by GS
Bank USA’s regulators.
Similar to the firm, GS Bank USA is required to calculate
each of the CET1, Tier 1 capital and Total capital ratios in
accordance with both the Standardized Capital Rules and
Basel III Advanced Rules. The lower of each capital ratio
calculated in accordance with the Standardized Capital
Rules and Basel III Advanced Rules is the ratio against
which GS Bank USA’s compliance with its minimum ratio
ratios
requirements
calculated in accordance with the Standardized Capital
Rules was lower than that calculated in accordance with the
Basel III Advanced Rules and therefore the Standardized
Capital ratios were the ratios that applied to GS Bank USA
as of both December 2017 and December 2016. The capital
ratios that apply to GS Bank USA can change in future
reporting periods as a result of
regulatory
requirements.
is assessed. Each of
the capital
these
176 Goldman Sachs 2017 Form 10-K
The table below presents the ratios for GS Bank USA
calculated in accordance with both the Standardized
Capital Rules and Basel III Advanced Rules.
$ in millions
Standardized
Common Equity Tier 1
Tier 1 capital
Tier 2 capital
Total capital
Basel III Advanced
Common Equity Tier 1
Tier 1 capital
Standardized Tier 2 capital
Allowance for losses on loans and lending
commitments
Tier 2 capital
Total capital
RWAs
Standardized
Basel III Advanced
CET1 ratio
Standardized
Basel III Advanced
Tier 1 capital ratio
Standardized
Basel III Advanced
Total capital ratio
Standardized
Basel III Advanced
Tier 1 leverage ratio
As of December
2017
2016
$ 25,343
$ 24,485
25,343
2,547
$ 27,890
24,485
2,382
$ 26,867
$ 25,343
$ 24,485
25,343
2,547
24,485
2,382
(547)
2,000
$ 27,343
(382)
2,000
$ 26,485
$229,775
$164,602
$204,232
$131,051
11.0%
15.4%
12.0%
18.7%
11.0%
15.4%
12.0%
18.7%
12.1%
16.6%
13.2%
20.2%
15.0%
14.4%
The decrease in GS Bank USA’s Standardized and Basel III
Advanced capital
from December 2016 to
December 2017 is primarily due to an increase in credit
RWAs, principally due to an increase in lending activity.
ratios
institution,
The firm’s principal non-U.S. bank subsidiary, GSIB, is a
wholly-owned credit
the
Prudential Regulation Authority (PRA) and the Financial
Conduct Authority (FCA) and is subject to minimum
capital requirements. As of both December 2017 and
December 2016, GSIB was
in compliance with all
regulatory capital requirements.
regulated by
Other. The deposits of GS Bank USA are insured by the
FDIC to the extent provided by law. The FRB requires that
GS Bank USA maintain cash reserves with the Federal
Reserve Bank of New York. The amount deposited by GS
Bank USA at the Federal Reserve Bank of New York was
$50.86 billion and $74.24 billion as of December 2017 and
December 2016, respectively, which exceeded required
reserve amounts by $50.74 billion and $74.09 billion as of
December 2017 and December 2016, respectively.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Inc.
In addition, GS&Co.
Broker-Dealer Subsidiaries
U.S. Regulated Broker-Dealer Subsidiaries. GS&Co. is
the firm’s primary U.S. regulated broker-dealer subsidiary
and is subject to regulatory capital requirements including
those imposed by the SEC and the Financial Industry
Regulatory Authority,
is a
registered futures commission merchant and is subject to
regulatory capital requirements imposed by the CFTC, the
Chicago Mercantile Exchange and the National Futures
Association. Rule 15c3-1 of the SEC and Rule 1.17 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
minimum capital requirements in accordance with the
“Alternative Net Capital Requirement” as permitted by
Rule 15c3-1.
requirements, GS&Co.
As of December 2017 and December 2016, GS&Co. had
regulatory net capital, as defined by Rule 15c3-1, of
$15.57 billion and $17.17 billion, respectively, which
exceeded the amount required by $13.15 billion and
$14.66 billion, respectively. In addition to its alternative
minimum net capital
is also
required to hold tentative net capital in excess of $1 billion
and net capital in excess of $500 million in accordance with
the market and credit risk standards of Appendix E of
Rule 15c3-1. GS&Co. is also required to notify the SEC in
the event that its tentative net capital is less than $5 billion.
As of both December 2017 and December 2016, GS&Co.
had tentative net capital and net capital in excess of both
the minimum and the notification requirements.
non-U.S.
principal
regulated
Non-U.S. Regulated Broker-Dealer Subsidiaries. The
firm’s
broker-dealer
subsidiaries include Goldman Sachs International (GSI) and
Goldman Sachs Japan Co., Ltd. (GSJCL). GSI, the firm’s
U.K. broker-dealer, is regulated by the PRA and the FCA.
GSJCL, the firm’s Japanese broker-dealer, is regulated by
Japan’s Financial Services Agency. These and certain other
non-U.S. subsidiaries of the firm are also subject to capital
adequacy requirements promulgated by authorities of the
countries in which they operate. As of both December 2017
and December 2016, these subsidiaries were in compliance
with their local capital adequacy requirements.
is
Restrictions on Payments
Group Inc.’s ability to withdraw capital from its regulated
subsidiaries
limited by minimum equity capital
requirements applicable to those subsidiaries, 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 (e.g., the amount of dividends that may be paid by
GS Bank USA is limited to the lesser of the amounts
calculated under a recent earnings test and an undivided
profits test) even if the relevant subsidiary would satisfy the
equity capital requirements applicable to it after giving
effect to the dividend. For example, the FRB, the FDIC and
the New York State Department of Financial Services have
authority to prohibit or to limit the payment of dividends
by the banking organizations they supervise (including GS
Bank USA) if, in the relevant regulator’s opinion, payment
of a dividend would constitute an unsafe or unsound
practice in the light of the financial condition of the banking
organization.
As of December 2017 and December 2016, Group Inc. was
required to maintain $53.02 billion and $46.49 billion,
respectively, of minimum equity capital in its regulated
subsidiaries in order to satisfy the regulatory requirements
of such subsidiaries.
Goldman Sachs 2017 Form 10-K 177
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Note 21.
Earnings Per Common Share
Note 22.
Transactions with Affiliated Funds
Basic earnings per common share (EPS) is calculated by
dividing net earnings applicable to common shareholders
by the weighted average number of common shares
outstanding and RSUs for which no future service is
required as a condition to the delivery of the underlying
common stock (collectively, basic shares). Diluted EPS
includes the determinants of basic EPS and, in addition,
reflects the dilutive effect of the common stock deliverable
for stock options and for RSUs for which future service is
required as a condition to the delivery of the underlying
common stock.
The firm has formed numerous 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 fees earned from affiliated funds,
fees receivable from affiliated funds and the aggregate
carrying value of the firm’s interests in affiliated funds.
The table below presents the computations of basic and
diluted EPS.
$ in millions
Fees earned from funds
in millions, except per share amounts
2017
2016
2015
$ in millions
Year Ended December
Year Ended December
2017
2016
2015
$2,932
$2,777
$3,293
As of December
2017
2016
$ 637
$4,993
$ 554
$6,841
Fees receivable from funds
Aggregate carrying value of interests in funds
The firm may periodically determine to waive certain
funds.
management
fees on selected money market
Management
fees waived were $98 million and
$104 million for 2017 and 2016, respectively.
The Volcker Rule restricts the firm from providing financial
support to covered funds (as defined in the rule) after the
expiration of the conformance period. As a general matter,
in the ordinary course of business, the firm does not expect
to provide additional voluntary financial support to any
covered funds but may choose to do so with respect to
funds that are not subject to the Volcker Rule; however, in
the event that such support is provided, the amount is not
expected to be material.
its
As of December 2017 and December 2016, the firm had an
outstanding guarantee, as permitted under the Volcker
Rule, on behalf of
funds of $154 million and
$300 million,
respectively. The firm has voluntarily
provided this guarantee in connection with a financing
agreement with a third-party lender executed by one of the
firm’s real estate funds that is not covered by the Volcker
Rule. As of both December 2017 and December 2016,
except as noted above, the firm has not provided any
additional financial support to its affiliated funds.
In addition, in the ordinary course of business, the firm may
also engage in other activities with its affiliated funds
including,
trade
execution, market making, custody, and acquisition and
bridge financing. See Note 18 for the firm’s investment
commitments related to these funds.
among others,
securities
lending,
Net earnings applicable to common
shareholders
Weighted average basic shares
Effect of dilutive securities:
RSUs
Stock options
Dilutive securities
Weighted average basic shares
$3,685
401.6
$7,087
427.4
$5,568
448.9
5.3
2.2
7.5
4.7
3.0
7.7
5.3
4.4
9.7
and dilutive securities
409.1
435.1
458.6
Basic EPS
Diluted EPS
$ 9.12
$ 9.01
$16.53
$16.29
$12.35
$12.14
In the table above, unvested share-based awards that have
non-forfeitable rights to dividends or dividend equivalents
are treated as a separate class of securities in calculating
EPS. The impact of applying this methodology was a
reduction in basic EPS of $0.06 for 2017, and $0.05 for
both 2016 and 2015.
The diluted EPS computations in the table above do not
include antidilutive securities (RSUs and common shares
underlying stock options) of 0.1 million for 2017,
2.8 million for 2016 and 6.0 million for 2015.
178 Goldman Sachs 2017 Form 10-K
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Note 23.
Interest Income and Interest Expense
Note 24.
Income Taxes
Interest is recorded over the life of the instrument on an
accrual basis based on contractual interest rates. The table
below presents the firm’s sources of interest income and
interest expense.
$ in millions
Interest income
Deposits with banks
Collateralized agreements
Financial instruments owned
Loans receivable
Other interest
Total interest income
Interest expense
Deposits
Collateralized financings
Financial instruments sold, but
not yet purchased
Short-term secured and
unsecured borrowings
Long-term secured and
unsecured borrowings
Other interest
Total interest expense
Net interest income
Year Ended December
2017
2016
2015
$
819
1,661
5,904
2,678
2,051
13,113
$ 452
691
5,444
1,843
1,261
9,691
$ 241
17
5,862
1,191
1,141
8,452
1,380
863
878
442
408
330
1,388
1,251
1,319
698
446
429
4,599
1,253
10,181
$ 2,932
4,242
(155)
7,104
$2,587
3,878
(976)
5,388
$3,064
In the table above:
‰ Collateralized agreements includes rebates paid and
interest income on securities borrowed.
‰ Other
interest
income includes
income on
customer debit balances and other interest-earning assets.
‰ Collateralized financings consists of securities sold under
interest
agreements to repurchase and securities loaned.
‰ Other interest expense includes rebates received on other
expense on
interest-bearing liabilities and interest
customer credit balances.
Tax Legislation
The provision for taxes in 2017 reflected an increase in
Income tax expense of $4.40 billion representing the
estimated impact of Tax Legislation enacted on
December 22, 2017. The $4.40 billion income tax expense
includes the repatriation tax on undistributed earnings of
foreign subsidiaries, the effects of the implementation of a
territorial
tax system and the remeasurement of U.S.
deferred tax assets at lower enacted tax rates.
The repatriation tax is based on the greater of the firm’s
post-1986 earnings and profits as of November 2, 2017 or
December 31, 2017. Income taxes paid or payable to
foreign jurisdictions partially reduce the repatriation tax as
a foreign tax credit, based on a formula that includes future
earnings of certain foreign subsidiaries. The calculation
resulted in an estimated income
tax expense of
$3.32 billion.
U.S. deferred tax assets and liabilities were required to be
remeasured as of December 22, 2017 to the new U.S.
federal income tax rate of 21% and to any federal impact
associated with state and local deferred income taxes, as
well as due to the implementation of the territorial tax
system. This remeasurement resulted in an estimated
income tax expense of $1.08 billion.
While the components of the impact of Tax Legislation
described above were calculated to account for all available
information,
these amounts are estimates. The firm
anticipates modification to the estimate may occur as a
result of (i) refinement of the firm’s calculations based on
updated
firm’s
interpretations and assumptions, (iii) updates from issuance
of future legislative guidance and (iv) actions the firm may
take as a result of Tax Legislation.
information,
changes
the
(ii)
in
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.
Goldman Sachs 2017 Form 10-K 179
the net
Deferred Income Taxes
Deferred income taxes reflect
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 in various tax jurisdictions. Tax assets and liabilities
are presented as a component of other assets and other
liabilities and accrued expenses, respectively.
The table below presents the significant components of
deferred tax assets and liabilities, excluding the impact of
netting within tax jurisdictions.
$ in millions
Deferred tax assets
Compensation and benefits
ASC 740 asset related to unrecognized tax benefits
Non-U.S. operations
Net operating losses
Occupancy-related
Other comprehensive income-related
Tax credits carryforward
Other, net
Subtotal
Valuation allowance
Total deferred tax assets
Deferred tax liabilities
Depreciation and amortization
Tax Legislation — repatriation tax
Non-U.S. operations
Unrealized gains
Total deferred tax liabilities
As of December
2017
2016
$1,233
75
–
428
67
408
1,006
113
3,330
(156)
$3,174
$ 826
3,114
180
742
$4,862
$2,461
231
967
427
100
757
–
394
5,337
(115)
$5,222
$1,200
–
–
342
$1,542
as
of December
$427 million
The firm has recorded deferred tax assets of $428 million
and
and
December 2016, respectively,
in connection with U.S.
federal, state and local and foreign net operating loss
carryforwards. The firm also recorded a valuation
allowance of $128 million and $67 million as of
December 2017 and December 2016, respectively, related
to these net operating loss carryforwards.
2017
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
The table below presents the components of the provision
for taxes.
$ in millions
Current taxes
U.S. federal
State and local
Non-U.S.
Total current tax expense
Deferred taxes
U.S. federal
State and local
Non-U.S.
Total deferred tax expense
Provision for taxes
Year Ended December
2017
2016
2015
$ 320
64
1,004
1,388
5,083
157
218
5,458
$6,846
$1,032
139
1,184
2,355
399
51
101
551
$2,906
$1,116
(12)
1,166
2,270
397
62
(34)
425
$2,695
In the table above:
‰ State and local current taxes includes the impact of
settlements of state and local examinations.
‰ U.S. federal deferred tax expense includes the estimated
impact of Tax Legislation.
The table below presents a reconciliation of the U.S. federal
statutory income tax rate to the firm’s effective income tax
rate.
U.S. federal statutory income tax rate
State and local taxes, net of U.S. federal
Year Ended December
2017
2016
2015
35.0% 35.0% 35.0%
income tax effects
1.5% 0.9% 0.3%
ASU No. 2016-09 tax benefits on settlement
of employee share-based awards
Non-U.S. operations
Tax credits
Tax-exempt income, including dividends
Tax Legislation — repatriation tax
Tax Legislation — remeasurement of
deferred tax assets
Non-deductible legal expenses
Other
Effective income tax rate
–
(6.4)%
–
(6.3)% (6.7)% (12.1)%
(2.1)% (2.0)% (1.7)%
(0.2)% (0.3)% (0.7)%
–
29.8%
–
–
9.7%
–
0.5% 1.0% 10.2%
0.3% (0.3)%
61.5% 28.2% 30.7%
–
In the table above:
‰ Non-U.S. operations includes the impact of permanently
reinvested earnings and excludes the estimated impact of
Tax Legislation.
‰ State and local taxes, net of U.S. federal income tax effects
includes the impact of settlements of state and local
examinations.
‰ Substantially all of the non-deductible legal expenses for
2015 relate to provisions for the settlement agreement
with the RMBS Working Group.
180 Goldman Sachs 2017 Form 10-K
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
As of December 2017, the U.S. federal, state and local, and
foreign net operating loss carryforwards were $268 million,
$1.33 billion and $1.23 billion, respectively. If not utilized,
the U.S. federal, state and local, and foreign net operating
loss carryforwards will begin to expire in 2018. If these
carryforwards expire, they will not have a material impact
on the firm’s results of operations. As of December 2017,
the foreign tax credit carryforwards were $446 million, the
general business credit carryforwards were $533 million
and the state and local tax credit carryforwards were
$27 million.
the foreign tax credit
carryforward will begin to expire in 2027, the general
business credit carryforward will begin to expire in 2037,
and the state and local tax credit carryforward will begin to
expire in 2020.
If not utilized,
The firm had no capital loss carryforwards and no related
net deferred income tax assets as of December 2017 and
December 2016.
The valuation allowance increased by $41 million during
2017 and increased by $42 million during 2016. The
increases in 2017 and 2016 were primarily due to an
increase in deferred tax assets from which the firm does not
expect to realize any benefit.
The firm permanently reinvested eligible earnings of certain
foreign subsidiaries. As of December 2017, substantially all
U.S. taxes were accrued on these subsidiaries’ earnings and
profits as a result of Tax Legislation repatriation tax. As of
December 2016, the firm did not accrue any U.S. income
taxes that would arise if such earnings were repatriated,
resulting in an unrecognized net deferred tax liability of
$6.18 billion, attributable to reinvested earnings of
$31.24 billion.
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.
The accrued liability for interest expense related to income
tax matters and income tax penalties was $81 million and
$141 million as of December 2017 and December 2016,
respectively. The firm recognized interest expense and
income tax penalties of $63 million, $27 million and
$17 million for 2017, 2016 and 2015, respectively. It is
reasonably possible that unrecognized tax benefits could
change significantly during the twelve months subsequent
to December 2017 due to potential audit settlements.
However, at this time it is not possible to estimate any
potential change.
The table below presents the changes in the liability for
unrecognized tax benefits. This liability is included in other
liabilities and accrued expenses. See Note 17 for further
information.
$ in millions
Beginning balance
Increases based on tax positions related
to the current year
Increases based on tax positions related
to prior years
Decreases based on tax positions related
to prior years
Decreases related to settlements
Exchange rate fluctuations
Ending balance
Related deferred income tax asset
Net unrecognized tax benefit
Year Ended or as of December
2017
$ 852
2016
$ 825
2015
$ 871
94
101
(128)
(255)
1
$ 665
75
$ 590
113
188
(88)
(186)
–
$ 852
231
$ 621
65
158
(205)
(87)
23
$ 825
197
$ 628
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 table below presents the earliest tax years that remain
subject to examination by major jurisdiction.
Jurisdiction
U.S. Federal
New York State and City
United Kingdom
Japan
Hong Kong
As of
December 2017
2011
2011
2014
2014
2011
Goldman Sachs 2017 Form 10-K 181
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
U.S. Federal examinations of 2011 and 2012 began in
2013. The firm has been accepted into the Compliance
Assurance Process program by the IRS for each of the tax
years from 2013 through 2018. 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. The
2013 through 2016 tax years remain subject to post-filing
review.
During the fourth quarter of 2017, New York State and
City examinations for the firm (excluding GS Bank USA) of
fiscal 2007 through calendar 2010 were completed. The
completion of these examinations did not have a material
impact on the firm’s effective income tax rate. New York
State and City examinations (excluding GS Bank USA) of
2011 through 2014 began in the fourth quarter of 2017.
New York State and City examinations for GS Bank USA
have been completed through 2014.
During the first quarter of 2017, the firm concluded
examinations with the Hong Kong tax authorities related to
2007 through 2015, with 2011 through 2015 subject to
final review. The completion of these examinations did not
have a material impact on the firm’s effective income tax
rate.
All years including and subsequent to the years in the table
above remain open to examination by the taxing
authorities. The firm believes
the liability for
unrecognized tax benefits it has established is adequate in
relation to the potential for additional assessments.
that
Note 25.
Business Segments
The firm reports its activities in the following four business
segments: Investment Banking, Institutional Client Services,
Investing & Lending and Investment Management.
Basis of Presentation
In reporting segments, certain of the firm’s business lines
have been aggregated where they have similar economic
characteristics and are similar in each of the following
areas: (i) the nature of the services they provide, (ii) their
methods of distribution, (iii) the types of clients they serve
and (iv) the regulatory environments in which they operate.
the
cost drivers of
The
firm taken as a whole,
compensation, headcount and levels of business activity,
are broadly similar in each of 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.
182 Goldman Sachs 2017 Form 10-K
The firm allocates assets (including allocations of global
core liquid assets and cash, secured client financing and
other assets), revenues and expenses among the four
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
segments.
the performance of
currently views
Transactions between segments are based on specific
criteria or approximate third-party rates.
the
The table below presents the firm’s net revenues, pre-tax
earnings and total assets by segment. Management believes
that this information provides a reasonable representation
of each segment’s contribution to consolidated pre-tax
earnings and total assets.
$ in millions
Investment Banking
Financial Advisory
Equity underwriting
Debt underwriting
Total Underwriting
Total net revenues
Operating expenses
Pre-tax earnings
Segment assets
Institutional Client Services
FICC Client Execution
Equities client execution
Commissions and fees
Securities services
Total Equities
Total net revenues
Operating expenses
Pre-tax earnings
Year Ended or as of December
2017
2016
2015
$
3,188
$
2,932
$
3,470
1,243
2,940
4,183
7,371
3,526
3,845
2,202
$
$
891
2,450
3,341
6,273
3,437
2,836
1,824
$
$
1,546
2,011
3,557
7,027
3,713
3,314
2,564
$
$
$
5,299
$
7,556
$
7,322
2,046
2,920
1,637
6,603
11,902
9,692
2,210
$
2,194
3,078
1,639
6,911
14,467
9,713
4,754
$
3,028
3,156
1,645
7,829
15,151
13,938
1,213
$
Segment assets
$675,255
$645,689
$663,394
Investing & Lending
Equity securities
Debt securities and loans
Total net revenues
Operating expenses
Pre-tax earnings
$
$
4,578
2,003
6,581
2,796
3,785
$
$
2,573
1,507
4,080
2,386
1,694
$
$
3,781
1,655
5,436
2,402
3,034
Segment assets
$226,016
$198,181
$179,428
Investment Management
Management and other fees
Incentive fees
Transaction revenues
Total net revenues
Operating expenses
Pre-tax earnings
$
$
5,144
417
658
6,219
4,800
1,419
$
$
4,798
421
569
5,788
4,654
1,134
$
$
4,887
780
539
6,206
4,841
1,365
Segment assets
$ 13,303
$ 14,471
$ 16,009
Total net revenues
Total operating expenses
Total pre-tax earnings
$ 32,073
20,941
$ 11,132
$ 30,608
20,304
$ 10,304
$ 33,820
25,042
8,778
$
Total assets
$916,776
$860,165
$861,395
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
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 interest expense to specific securities,
commodities and other positions in relation to the cash
such
generated by, or
underlying positions. Net interest is included in segment
net revenues as it is consistent with the way in which
management assesses segment performance.
funding requirements of,
‰ Overhead expenses not directly allocable to specific
segments are allocated ratably based on direct segment
expenses.
‰ All operating expenses have been allocated to the firm’s
segments
contributions of
$127 million for 2017, $114 million for 2016 and
$148 million for 2015.
charitable
except
for
‰ Total operating expenses included net provisions for
litigation and regulatory proceedings of $188 million for
2017, $396 million for 2016 and $4.01 billion (of which
$3.37 billion was related to the settlement agreement
with the RMBS Working Group) for 2015.
The table below presents the amounts of net interest income
by segment included in net revenues.
$ in millions
Investment Banking
Institutional Client Services
Investing & Lending
Investment Management
Total net interest income
Year Ended December
2017
2016
2015
$
–
1,322
1,325
285
$2,932
$
–
1,456
880
251
$2,587
$
–
2,472
418
174
$3,064
The table below presents the amounts of depreciation and
included in pre-tax
amortization expense by segment
earnings.
$ in millions
Year Ended December
2017
2016
2015
$ 124
Investment Banking
514
Institutional Client Services
314
Investing & Lending
Investment Management
200
Total depreciation and amortization $1,152
$ 126
489
215
168
$ 998
$ 123
462
253
153
$ 991
Geographic Information
Due to the highly integrated nature of
international
financial markets, the firm manages its businesses based on
the enterprise as a whole. The
the profitability of
methodology for allocating profitability to geographic
is dependent on estimates and management
regions
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:
‰ Investment Banking: location of the client and investment
banking team.
‰ Institutional Client Services: FICC Client Execution and
Equities (excluding Securities services): location of the
market-making desk; Securities services: location of the
primary market for the underlying security.
‰ Investing & Lending:
Investing:
location of
the
investment; Lending: location of the client.
‰ Investment Management: location of the sales team.
The table below presents the total net revenues, pre-tax
earnings and net earnings of the firm by geographic region
allocated based on the methodology referred to above, as
well as the percentage of total net revenues, pre-tax
earnings and net earnings (excluding Corporate) for each
geographic region.
$ in millions
2017
2016
2015
Year Ended December
Net revenues
Americas
EMEA
Asia
Total net revenues
$19,405
7,852
4,816
56%
27%
17%
$32,073 100% $30,608 100% $33,820 100%
60% $19,202
26% 8,981
14% 5,637
61% $18,144
24% 8,040
15% 4,424
Pre-tax earnings
Americas
EMEA
Asia
Subtotal
Corporate
(127)
Total pre-tax earnings $11,132
$ 7,119
2,583
1,557
37%
38%
25%
11,259 100% 10,418 100% 8,926 100%
61% $ 3,359
28% 3,364
11% 2,203
63% $ 6,352
23% 2,883
14% 1,183
(114)
$10,304
(148)
$ 8,778
Net earnings
Americas
EMEA
Asia
Subtotal
Corporate
Total net earnings
$
23% $ 4,337
49% 2,270
870
28%
26%
997
47%
2,144
1,241
27%
4,382 100% 7,477 100% 6,187 100%
58% $ 1,587
30% 2,914
12% 1,686
(96)
$ 4,286
(79)
$ 7,398
(104)
$ 6,083
Goldman Sachs 2017 Form 10-K 183
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
In the table above:
‰ Americas net earnings included estimated income tax
expense of $4.40 billion recorded in 2017 related to Tax
Legislation.
‰ Americas pre-tax earnings
included provisions of
$3.37 billion recorded in 2015 related to the settlement
agreement with the RMBS Working Group.
‰ Corporate
pre-tax
charitable
earnings
contributions that have not been allocated to the firm’s
geographic regions.
‰ Substantially all of
the amounts in Americas were
includes
attributable to the U.S.
‰ Asia includes Australia and New Zealand.
Note 26.
Credit Concentrations
the
and
and
transactions,
collateralized
The firm’s concentrations of credit risk arise from its
market making, client facilitation, investing, underwriting,
lending
cash
management activities, and may be impacted by changes in
industry or political factors. These activities
economic,
industries and
expose
firm to many different
counterparties, and may also subject
the firm to a
concentration of credit risk to a particular central bank,
including sovereign
counterparty, borrower or issuer,
issuers, or to a particular clearing house 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 management 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.
184 Goldman Sachs 2017 Form 10-K
The table below presents the credit concentrations in cash
instruments held by the firm and included in financial
instruments owned.
$ in millions
As of December
2017
2016
U.S. government and agency obligations
% of total assets
Non-U.S. government and agency obligations
% of total assets
$76,418
8.3%
$33,956
3.7%
$57,657
6.7%
$29,381
3.4%
In addition, as of December 2017 and December 2016, the
firm had $76.13 billion and $94.72 billion, respectively, of
cash deposits held at central banks (included in cash and
cash
and
$74.24 billion, respectively, was held at the Federal Reserve
Bank of New York.
equivalents),
of which
$50.86
billion
As of both December 2017 and December 2016, 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 10
for further information about collateralized agreements and
financings.
The table below presents U.S. government and agency
and non-U.S.
obligations
and agency
obligations
resale agreements and
collateralize
that
securities borrowed transactions.
government
$ in millions
As of December
2017
2016
U.S. government and agency obligations
Non-U.S. government and agency obligations
$96,905
$92,850
$89,721
$80,234
In the table above:
‰ Non-U.S. government and agency obligations primarily
consist of securities issued by the governments of Japan,
France, the U.K. and Germany.
‰ 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.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
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.
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 as being
equal to (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
if any, as of
December 2017 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
$1.5 billion in excess of the aggregate reserves for such
matters.
estimated value,
less
the
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
future mortgage-related “put-back” claims described below
may ultimately result in an increase in the firm’s liabilities,
included in management’s estimate of
but are not
reasonably possible loss. As another example, the firm’s
potential liabilities with respect to the investigations and
reviews described below in “Regulatory Investigations and
Reviews and Related Litigation” also 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. See Note 18 for further information about
mortgage-related contingencies.
Mortgage-Related Matters
Beginning in April 2010, a number of purported securities
law class actions were filed in the U.S. District Court for the
Southern District of New York challenging the adequacy of
Group Inc.’s public disclosure of, among other things, the
firm’s activities in the CDO market, and the firm’s conflict
of interest management.
filed
amended
complaint
consolidated
The
on
July 25, 2011, which names as defendants Group Inc. and
certain current and former officers and employees of Group
Inc. and its affiliates, generally alleges violations of Sections
10(b) and 20(a) of the Exchange Act and seeks unspecified
damages. On January 12, 2018, the U.S. Court of Appeals
for the Second Circuit vacated the district court’s class
certification order and remanded for reconsideration.
Goldman Sachs 2017 Form 10-K 185
Director Compensation-Related Litigation
On May 9, 2017, Group Inc. and certain of its current and
former directors were named as defendants in a purported
direct and derivative shareholder action in the Court of
Chancery of the State of Delaware (a similar purported
derivative action, filed in June 2015, alleging excessive
director compensation over the period 2012 to 2014 was
voluntarily dismissed without prejudice in December 2016).
The new complaint alleges that excessive compensation has
been paid to the non-employee director defendants since
2015, and that certain disclosures in connection with
soliciting stockholder approval of the stock incentive plans
were deficient. The complaint asserts claims for breaches of
fiduciary duties and seeks, among other things, rescission or
in some cases rescissory damages, disgorgement, and
shareholder votes on several matters. Defendants moved to
dismiss on July 28, 2017.
Currencies-Related Litigation
GS&Co. and Group Inc. are among the defendants named
in putative class actions filed in the U.S. District Court for
the Southern District of New York beginning in
September 2016 on behalf of putative indirect purchasers of
foreign exchange instruments. The consolidated amended
complaint, filed on June 30, 2017, generally alleges a
conspiracy to manipulate the foreign currency exchange
markets and asserts claims under federal and state antitrust
laws and state consumer protection laws and seeks
injunctive relief, as well as treble damages in an unspecified
amount. Defendants moved to dismiss on August 11, 2017.
civil
to various
Financial Advisory Services
Group Inc. and certain of its affiliates are from time to time
litigation and arbitration
parties
proceedings and other disputes with clients and third
parties relating to the firm’s financial advisory activities.
These
things,
claims generally seek, among other
in some cases, punitive
compensatory damages and,
damages, and in certain cases allege that the firm did not
appropriately disclose or deal with conflicts of interest.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
In June 2012, the Board received a demand from a
shareholder that the Board investigate and take action
relating to the firm’s mortgage-related activities and to
stock sales by certain directors and executives of the firm.
On February 15, 2013, this shareholder filed a putative
shareholder derivative action in New York Supreme Court,
New York County, against Group Inc. and certain current
or former directors and employees, based on these activities
and stock sales. The derivative
includes
allegations of breach of fiduciary duty, unjust enrichment,
abuse of control, gross mismanagement and corporate
waste, and seeks, among other things, unspecified monetary
damages, disgorgement of profits and certain corporate
governance and disclosure reforms. On May 28, 2013,
Group Inc.
the Board
informed the shareholder that
completed its investigation and determined to refuse the
demand. On June 20, 2013, the shareholder made a books
and records demand requesting materials relating to the
Board’s determination. The parties have agreed to stay
proceedings in the putative derivative action pending
resolution of the books and records demand.
complaint
In addition, the Board has received books and records
demands from several shareholders for materials relating
to, among other subjects, the firm’s mortgage servicing and
foreclosure activities, participation in federal programs
providing
and
homeowners, loan sales to Fannie Mae and Freddie Mac,
mortgage-related activities and conflicts management.
institutions
assistance
financial
to
the relevant
The firm has entered into agreements with U.S. Bank
National Association to toll
statute of
limitations with respect
to claims for repurchase of
residential mortgage loans based on alleged breaches of
representations related to $1.7 billion original notional face
amount of securitizations issued by trusts for which U.S.
Bank National Association acts as trustee.
firm has
received subpoenas or
The
for
information from, and is engaged in discussions with,
certain regulators and law enforcement agencies with which
it has not entered into settlement agreements as part of
inquiries or investigations relating to mortgage-related
matters.
requests
186 Goldman Sachs 2017 Form 10-K
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
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
these
proceedings involve additional allegations.
in unspecified amounts. Certain of
International Energy. Cobalt
Cobalt
International
Energy, Inc. (Cobalt), certain of its officers and directors
(including employees of affiliates of Group Inc. who served
as directors of Cobalt), affiliates of shareholders of Cobalt
(including Group Inc.) and the underwriters (including
GS&Co.) for certain offerings of Cobalt’s securities are
defendants in a putative securities class action filed on
November 30, 2014 in the U.S. District Court for the
Southern District of Texas. The second consolidated
amended complaint, filed on March 15, 2017, relates to a
$1.67 billion February 2012 offering of Cobalt common
stock, a $1.38 billion December 2012 offering of Cobalt’s
convertible notes, a $1.00 billion January 2013 offering of
Cobalt’s common stock, a $1.33 billion May 2013 offering
of Cobalt’s common stock, and a $1.30 billion May 2014
offering of Cobalt’s convertible notes.
The consolidated amended complaint alleges that, among
others, Group Inc. and GS&Co. are liable as controlling
persons with respect to all five offerings, and that the
shareholder affiliates (including Group Inc.) are liable for
the sale of Cobalt common stock on the basis of inside
information. The consolidated amended complaint also
seeks damages from GS&Co. in connection with its acting
as an underwriter of 16,594,500 shares of common stock
representing an aggregate offering price of approximately
$465 million, $690 million principal amount of convertible
notes, and approximately $508 million principal amount of
convertible notes in the February 2012, December 2012
and May 2014 offerings, respectively, for an aggregate
offering price of approximately $1.66 billion.
On January 19, 2016, the court granted, with leave to
replead, the underwriter defendants’ motions to dismiss as
to claims by plaintiffs who purchased Cobalt securities after
April 30, 2013, but denied the motions to dismiss in all
other respects. On June 15, 2017, the court granted the
plaintiffs’ motion for class certification and denied certain
of the shareholder affiliates’ motions (including Group Inc.)
to dismiss the claim alleging sales based on inside
information. On August 4, 2017, the U.S. Court of Appeals
for the Fifth Circuit granted defendants’ petition for
interlocutory review of the class certification order. On
August 23, 2017, the district court denied the defendants’
motion for reconsideration of certain aspects of the class
certification order. The district court and the Fifth Circuit
to stay discovery pending
denied defendants’ request
proceeding. On
resolution
of
December 14, 2017, Cobalt
filed for Chapter 11
bankruptcy.
Fifth Circuit
the
shareholder derivative actions
Cobalt, certain of its officers and directors (including
employees of affiliates of Group Inc. who served as
directors of Cobalt), certain shareholders of Cobalt
(including funds affiliated with Group Inc.), and affiliates
of these shareholders (including Group Inc.) are defendants
in putative
filed on
May 6, 2016 and November 29, 2016 in Texas District
Court, Harris County. As to the director and officer
defendants (including employees of affiliates of Group Inc.
who served as directors of Cobalt), the petitions generally
allege that they breached their fiduciary duties under state
law by making materially false and misleading statements
concerning Cobalt. As to the shareholder defendants and
their affiliates (including Group Inc. and several affiliated
funds), the original petition also alleges that they breached
their fiduciary duties by selling Cobalt securities in the
common stock offerings described above on the basis of
inside information. The petitions seek, among other things,
unspecified monetary damages and disgorgement of
proceeds from the sale of Cobalt common stock. On
March 6, 2017, the court denied defendants’ motion to
dismiss the May petition as to the shareholder defendants
and their affiliates (including Group Inc. and its affiliated
funds).
the
to
moved
November petition on January 30, 2017.
Defendants
dismiss
Goldman Sachs 2017 Form 10-K 187
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Adeptus Health. GS&Co.
is among the underwriters
named as defendants in several putative securities class
actions, filed beginning in October 2016 and consolidated
in the U.S. District Court for the Eastern District of Texas.
In addition to the underwriters, the defendants include
certain of Adeptus Health Inc.’s (Adeptus) past and present
directors and officers as well as its principal private equity
investor. As to the underwriters, the consolidated amended
complaint, filed on November 21, 2017, relates to the
$124 million June 2014 initial public offering,
the
$154 million May 2015 secondary equity offering, the
$411 million July 2015 secondary equity offering, and the
$175 million June 2016 secondary equity offering. GS&Co.
underwrote 1.69 million shares of common stock in the
June 2014 initial public offering representing an aggregate
offering price of approximately $37 million, 962,378
shares of common stock in the May 2015 offering
representing an aggregate offering price of approximately
$61 million, 1.76 million shares of common stock in the
July 2015 offering representing an aggregate offering price
of approximately $184 million, and all the shares of
common stock in the June 2016 offering representing an
aggregate offering price of approximately $175 million. On
April 19, 2017, Adeptus filed for Chapter 11 bankruptcy.
on
filed motions
defendants
The
February 5, 2018.
dismiss
to
TerraForm Global. GS&Co. is among the underwriters,
placement agents and initial purchasers named as
defendants in several putative class actions and individual
actions filed beginning in October 2015 relating to the
$675 million July 2015 initial public offering of the
common stock of TerraForm Global, Inc. (TerraForm
Global), the June 2015 private placement of $335 million
of TerraForm Global Class D units, and the August 2015
Rule 144A offering of $810 million principal amount of
TerraForm Global senior notes. On December 20, 2017,
the parties reached a definitive settlement in the individual
actions relating to TerraForm Global’s offerings, which
resolved all claims without any contribution by GS&Co.
On the same date, the U.S. District Court for the Southern
District of New York preliminarily approved a settlement
funded by TerraForm Global in the class action relating to
TerraForm Global’s initial public offering, which would
resolve the litigation.
GS&Co., as underwriter,
sold 2,340,000 shares of
TerraForm Global common stock in the initial public
offering representing an aggregate offering price of
approximately $35 million. GS&Co., as initial purchaser,
sold approximately $49 million principal amount of
TerraForm Global senior notes in the Rule 144A offering.
188 Goldman Sachs 2017 Form 10-K
preferred
convertible
(SunEdison)
SunEdison. GS&Co. is among the underwriters named as
defendants in several putative class actions and individual
actions filed beginning in March 2016 relating to the
August 2015 public offering of $650 million of SunEdison,
Inc.
stock. On
April 21, 2016, SunEdison filed for Chapter 11 bankruptcy.
The pending cases were transferred to the U.S. District
Court for the Southern District of New York and on
March 17, 2017, certain plaintiffs filed an amended
certain of
complaint. The defendants also include
SunEdison’s
as
and
underwriter, sold 138,890 shares of SunEdison convertible
preferred stock in the offering, representing an aggregate
offering price of approximately $139 million.
officers. GS&Co.,
directors
Inc.
International,
Valeant Pharmaceuticals International. GS&Co. and
Goldman Sachs Canada Inc. (GS Canada) are among the
underwriters and initial purchasers named as defendants in
a putative class action filed on March 2, 2016 in the
Superior Court of Quebec, Canada. In addition to the
underwriters and initial purchasers, the defendants include
Valeant Pharmaceuticals
(Valeant),
certain directors and officers of Valeant and Valeant’s
auditor. As to GS&Co. and GS Canada, the complaint
relates to the June 2013 public offering of $2.3 billion of
common stock, the June 2013 Rule 144A offering of
$3.2 billion principal amount of senior notes, and the
November 2013 Rule 144A offering of $900 million
principal amount of senior notes. The complaint asserts
claims under the Quebec Securities Act and the Civil Code
of Quebec. On August 29, 2017, the court certified a class
that includes only non-U.S. purchasers in the offerings.
Defendant’s motion for leave to appeal the certification was
denied on November 30, 2017.
senior notes
GS&Co. and GS Canada, as sole underwriters, sold
5,334,897 shares of common stock in the June 2013
offering to non-U.S. purchasers representing an aggregate
offering price of approximately $453 million and, as initial
purchasers, had a proportional share of sales to non-U.S.
purchasers of approximately CAD14.2 million in principal
June 2013 and
in the
amount of
November 2013 Rule 144A offerings.
Snap Inc. GS&Co. is among the underwriters named as
defendants in putative securities class actions pending in
California Superior Court, County of Los Angeles,
California Superior Court, County of San Mateo and the
U.S. District Court for the Central District of California
beginning in May 2017, relating to Snap Inc.’s $3.91 billion
March 2017 initial public offering. In addition to the
underwriters, the defendants include Snap Inc. and certain
of
its officers and directors. GS&Co. underwrote
57,040,000 shares of common stock representing an
aggregate offering price of approximately $970 million.
Defendants moved to dismiss the federal court action on
December 1, 2017.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
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.
Interest Rate Swap Antitrust Litigation
Group Inc., GS&Co., GSI, GS Bank USA and Goldman
Sachs Financial Markets, L.P. (GSFM) 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 also are among the defendants named in an
antitrust action relating to the trading of interest rate swaps
filed in the U.S. District Court for the Southern District of
New York in April 2016 by two operators of swap
execution facilities and certain of their affiliates. These
actions have been consolidated for pretrial proceedings.
The second consolidated amended complaint
in both
actions, filed on December 9, 2016, generally asserts 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 complaint in the individual action also asserts
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
both actions on January 20, 2017. On July 28, 2017, the
district court issued a decision dismissing the state common
law claims asserted by the plaintiffs in the individual action
and otherwise limiting the antitrust claims in both actions
and the state common law claim in the putative class action
to the period from 2013 to 2016.
Securities Lending Antitrust Litigation
Group Inc. and GS&Co. are among the defendants named
in a putative antitrust class action and an individual action
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 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
complaint also asserts claims for tortious interference with
business relations and under state trade practices law. The
complaints seek declaratory and injunctive relief, as well as
treble damages and restitution in unspecified amounts.
Group Inc. was voluntarily dismissed from the putative
class action on January 26, 2018. Defendants moved to
dismiss the class action complaint on January 26, 2018.
Credit Default Swap Antitrust Litigation
Group Inc., GS&Co., GSI, GS Bank USA and GSFM are
among the defendants named in an antitrust action relating
to the trading of credit default swaps filed in the U.S.
District Court for the Southern District of New York on
June 8, 2017 by the operator of a swap execution facility
and certain of its affiliates. The complaint generally asserts
claims under federal and state antitrust laws and state
common law in connection with an alleged conspiracy
among the defendants to preclude trading of credit default
swaps on the plaintiffs’ swap execution facility. The
complaint seeks declaratory and injunctive relief, as well as
treble damages in an unspecified amount. Defendants
moved to dismiss on September 11, 2017.
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. Defendants moved to
dismiss the third consolidated amended complaint on
July 21, 2017.
U.S. Treasury Securities Litigation
GS&Co. is among the primary dealers named as defendants
in several putative class actions relating to the market for
U.S. Treasury securities, filed beginning in July 2015 and
consolidated in the U.S. District Court for the Southern
District of New York. GS&Co. is also among the primary
dealers named as defendants in a similar individual action
filed in the U.S. District Court for the Southern District of
New York on August 25, 2017. The consolidated class
action complaint, filed on December 29, 2017, generally
alleges that
laws in
connection with an alleged conspiracy to manipulate the
when-issued market and auctions
for U.S. Treasury
securities and that certain defendants, including GS&Co.,
colluded to preclude trading of U.S. Treasury securities on
electronic trading platforms in order to impede competition
in the bidding process. The individual action alleges a
similar conspiracy regarding manipulation of the when-
issued market and auctions, as well as related futures and
options in violation of the Commodity Exchange Act. The
complaints seek declaratory and injunctive relief, treble
damages in an unspecified amount and restitution.
the defendants violated antitrust
Goldman Sachs 2017 Form 10-K 189
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Employment-Related Matters
On September 15, 2010, a putative class action was filed in
the U.S. District Court for the Southern District of New
York by three female former employees alleging that Group
Inc. and GS&Co. have systematically discriminated against
female employees in respect of compensation, promotion,
assignments, mentoring and performance evaluations. The
complaint alleges a class consisting of all female employees
employed at specified levels in specified areas by Group Inc.
and GS&Co. since July 2002, and asserts claims under
federal and New York City discrimination laws. The
complaint seeks class action status, injunctive relief and
unspecified amounts of compensatory, punitive and other
damages.
On July 17, 2012, the district court issued a decision
granting in part Group Inc.’s and GS&Co.’s motion to
strike certain of plaintiffs’ class allegations on the ground
that plaintiffs lacked standing to pursue certain equitable
remedies and denying Group Inc.’s and GS&Co.’s motion
to strike plaintiffs’ class allegations in their entirety as
premature. On March 21, 2013, the U.S. Court of Appeals
for the Second Circuit held that arbitration should be
compelled with one of the named plaintiffs, who as a
managing director was a party to an arbitration agreement
with the firm. On March 10, 2015, the magistrate judge to
whom the district judge assigned the remaining plaintiffs’
May 2014 motion for class certification recommended that
the motion be denied in all respects. On August 3, 2015, the
magistrate judge granted the plaintiffs’ motion to intervene
two female individuals, one of whom was employed by the
firm as of September 2010 and the other of whom ceased to
be an employee of the firm subsequent to the magistrate
judge’s decision. On August 30, 2017, the district court
vacated
judge’s
of
March 10, 2015 decision that recommended denial of
plaintiffs’ motion for certification of an injunctive and
declaratory judgment class.
the magistrate
portion
that
received subpoenas and requests
1Malaysia Development Berhad (1MDB)-Related
Matters
The firm has
for
documents and information from various governmental
and regulatory bodies and self-regulatory organizations as
part of investigations and reviews relating to financing
transactions and other matters
involving 1MDB, a
sovereign wealth fund in Malaysia. The firm is cooperating
with all such governmental and regulatory investigations
and reviews.
various
governmental
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
and information from,
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 2008 financial crisis;
‰ The public offering process;
‰ The
firm’s
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;
investment management and financial
‰ 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
in
structuring of municipal derivative
connection with municipal
political
contribution rules, municipal advisory services and the
possible impact of credit default swap transactions on
municipal issuers;
instruments
offerings,
190 Goldman Sachs 2017 Form 10-K
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
and
securities,
government
algorithmic, high-frequency
‰ The offering, auction, sales, trading and clearance of
corporate
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 the SEC’s short sale
rule,
and quantitative
trading, the firm’s U.S. alternative trading system (dark
pool),
futures trading, options trading, when-issued
trading, transaction reporting, technology systems and
controls,
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;
lending practices,
securities
‰ Compliance with the U.S. Foreign Corrupt Practices Act;
‰ 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.
Note 28.
Employee Benefit Plans
The firm sponsors various pension plans and certain other
postretirement benefit plans, primarily healthcare and life
insurance. The firm also provides certain benefits to former
or inactive employees prior to retirement.
Defined Benefit Pension Plans and Postretirement
Plans
Employees of certain non-U.S. subsidiaries participate in
various defined benefit pension plans. These plans generally
provide benefits based on years of credited service and a
percentage of the employee’s eligible compensation. The
firm maintains a defined benefit pension plan for certain
U.K. employees. As of April 2008, the U.K. defined benefit
plan was closed to new participants and frozen for existing
participants as of March 31, 2016. The non-U.S. plans do
not have a material impact on the firm’s consolidated
results of operations.
prior
hired
all U.S.
employees
The firm also maintains a defined benefit pension plan for
substantially
to
November 1, 2003. As of November 2004, this plan was
closed to new participants and frozen for existing
participants. In addition, the firm maintains unfunded
postretirement benefit plans that provide medical and life
insurance for eligible retirees and their dependents covered
under these programs. These plans do not have a material
impact on the firm’s consolidated results of operations.
The firm recognizes the funded status of its defined benefit
pension and postretirement plans, measured as
the
difference between the fair value of the plan assets and the
in the consolidated statements of
benefit obligation,
financial condition. As of December 2017, other assets and
other liabilities and accrued expenses included $346 million
(related to overfunded pension plans) and $606 million,
respectively, related to these plans. As of December 2016,
other assets and other liabilities and accrued expenses
included $72 million (related to overfunded pension plans)
and $592 million, respectively, related to these plans.
Goldman Sachs 2017 Form 10-K 191
Stock Incentive Plan
The firm sponsors a stock incentive plan, The Goldman
Sachs Amended and Restated Stock Incentive Plan (2015)
(2015 SIP), which provides for grants of RSUs, restricted
stock, dividend equivalent rights, incentive stock options,
nonqualified stock options, stock appreciation rights, and
other share-based awards, each of which may be subject to
performance conditions. On May 21, 2015, shareholders
approved the 2015 SIP. The 2015 SIP replaced The
Goldman Sachs Amended and Restated Stock Incentive
Plan (2013) (2013 SIP) previously in effect, and applies to
awards granted on or after the date of approval.
As of December 2017, 73.0 million shares were available
for grant under the 2015 SIP. If any shares of common
stock underlying awards granted under the 2015 SIP or
2013 SIP are not delivered due to forfeiture, termination or
cancellation or are surrendered or withheld, those shares
will again become available to be delivered under the 2015
SIP. Shares available for grant are also subject
to
adjustment for certain changes in corporate structure as
permitted under the 2015 SIP. The 2015 SIP is scheduled to
terminate on the date of the annual meeting of shareholders
that occurs in 2019.
subject
(including RSUs
Restricted Stock Units
The firm grants RSUs
to
performance conditions) to employees under the 2015 SIP,
which are generally valued based on the closing price of the
underlying shares on the date of grant after taking into
account a liquidity discount for any applicable post-vesting
and delivery transfer restrictions. RSUs generally vest and
underlying shares of common stock deliver (net of required
withholding tax) as outlined in the applicable award
agreements. Employee award agreements generally provide
that vesting is accelerated in certain circumstances, such as
on retirement, death, disability and conflicted employment.
Delivery of the underlying shares of common stock, which
generally occurs over a three-year period, is conditioned on
the
and other
requirements outlined in the award agreements.
certain vesting
satisfying
grantees
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Defined Contribution Plans
The firm contributes to employer-sponsored U.S. and
non-U.S.
firm’s
contribution to these plans was $257 million for 2017,
$236 million for 2016 and $231 million for 2015.
plans. The
contribution
defined
Note 29.
Employee Incentive Plans
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. Effective January 2017, forfeitures are recorded
when they occur. Prior
to January 2017, expected
forfeitures were estimated and recorded over the vesting
period. See Note 3 for information about the adoption of
ASU No. 2016-09.
Cash dividend equivalents paid on outstanding RSUs are
charged to retained earnings. If RSUs that require future
the related dividend equivalents
service are forfeited,
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 certain cases, primarily
related to conflicted employment
(as outlined in the
applicable award agreements), the firm may cash settle
share-based compensation awards accounted for as equity
instruments. For these awards, whose terms allow for cash
settlement, 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.
192 Goldman Sachs 2017 Form 10-K
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
The table below presents the activity related to RSUs.
Restricted Stock
Units Outstanding
Weighted Average
Grant-Date Fair Value of
Restricted Stock
Units Outstanding
Future
Service
Required
No Future
Service
Required
Future
Service
Required
No Future
Service
Required
5,623,239
3,764,395
(466,715)
–
(4,797,337)
22,202,431 $147.25
5,235,283 $208.24
(260,762) $167.02
–
4,797,337 $162.88
(17,811,461) $
$145.97
$205.91
$164.06
$151.72
$162.88
Outstanding,
December 2016
Granted
Forfeited
Delivered
Vested
Outstanding,
December 2017
4,123,582
14,162,828 $182.50
$166.30
In the table above:
‰ The weighted average grant-date fair value of RSUs
granted during 2017, 2016 and 2015 was $206.88,
$135.92 and $160.19, respectively. The fair value of the
RSUs granted during 2017, 2016 and 2015 includes a
liquidity discount of 10.7%, 10.5% and 9.2%,
respectively, to reflect post-vesting and delivery transfer
restrictions, generally of up to 4 years.
‰ The aggregate fair value of awards that vested during
2017, 2016 and 2015 was $2.14 billion, $2.26 billion
and $2.40 billion, respectively.
‰ Delivered RSUs include RSUs that were cash settled.
‰ RSUs outstanding include restricted stock subject to
future service requirements as of December 2017 and
December 2016 of 3,298 and 39,957 shares, respectively.
‰ RSUs outstanding include 62,023 RSUs subject
to
performance conditions and not subject to future service
requirements as of December 2017. There were no such
RSUs outstanding as of December 2016.
In relation to 2017 year-end, during the first quarter of
2018, the firm granted to its employees 5.7 million RSUs
(of which 2.9 million require future service as a condition of
delivery for the related shares of common stock) and
delivered, net of required withholding tax, 1.2 million
shares of restricted stock (which do not require future
service). Both RSU and restricted stock awards are subject
to additional conditions as outlined in the award
agreements, including post-vesting and delivery transfer
restrictions through January 2023. These awards are not
included in the table above.
Stock Options
Stock options generally vest as outlined in the applicable
stock option agreement. In general, options expire on the
tenth anniversary of the grant date, although they may be
subject to earlier termination or cancellation under certain
circumstances
the
applicable stock option agreement and the SIP in effect at
the time of grant.
in accordance with the terms of
As of December 2017 and December 2016, there were
2.10 million and 7.96 million options outstanding,
respectively, all of which were exercisable. The options
outstanding as of December 2017, all of which were
granted in 2008 with an exercise price of $78.78, had an
aggregate intrinsic value of $370 million and a remaining
life of 1 year. The options outstanding as of December 2016
had a weighted average exercise price of $123.36, an
aggregate intrinsic value of $924 million and a weighted
average remaining life of 1.61 years. Options outstanding
as of December 2016 consisted of 5.13 million options with
an exercise price of $78.78 and a remaining life of
2.00 years, and 2.83 million options with an exercise price
of $204.16 and a remaining life of 0.92 years.
During 2017, 5.86 million options were exercised with a
weighted average exercise price of $139.35. The total
intrinsic value of options exercised during 2017, 2016 and
2015 was $589 million, $436 million and $531 million,
respectively.
The table below presents the share-based compensation and
the related excess tax benefit.
$ in millions
Year Ended December
2017
2016
2015
Share-based compensation
$1,812
Excess net tax benefit for options exercised $ 139
Excess net tax benefit for share-based
$2,170
79
$
$2,304
$ 134
awards
$ 719
$ 147
$ 406
In the table above, excess net tax benefit for share-based
awards includes the net tax benefit on dividend equivalents
paid on RSUs and the delivery of common stock underlying
share-based awards, as well as the excess net tax benefit for
options
exercised. Following the adoption of ASU
No. 2016-09 in January 2017, such amounts were
recognized prospectively in income tax expense. In prior
years, such amounts were recognized in additional paid-in
capital. See Note 3 for further information about this ASU.
As of December 2017, there was $386 million of total
unrecognized compensation cost related to non-vested
share-based compensation arrangements. This cost
is
expected to be recognized over a weighted average period
of 1.82 years.
Goldman Sachs 2017 Form 10-K 193
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Note 30.
Parent Company
Group
Earnings
Inc. — Condensed Statements
of
Group Inc. — Condensed Statements of Financial
Condition
$ in millions
2017
2016
2015
$ in millions
Year Ended December
Revenues
Dividends from subsidiaries and other affiliates:
Bank
Nonbank
Other revenues
Total non-interest revenues
Interest income
Interest expense
Net interest loss
Net revenues, including net interest loss
$
550
11,016
(384)
11,182
4,638
5,978
(1,340)
9,842
$
53
5,465
155
5,673
4,140
4,543
(403)
5,270
$
32
3,181
(132)
3,081
3,519
4,165
(646)
2,435
Operating expenses
Compensation and benefits
Other expenses
Total operating expenses
Pre-tax earnings
Provision/(benefit) for taxes
Undistributed earnings/(loss) of subsidiaries
and other affiliates
Net earnings
Preferred stock dividends
Net earnings applicable to common
330
428
758
9,084
3,404
(1,394)
4,286
601
343
332
675
4,595
(518)
2,285
7,398
311
498
188
686
1,749
(828)
3,506
6,083
515
shareholders
$ 3,685
$7,087
$5,568
Supplemental Disclosures:
Dividends from bank subsidiaries included cash dividends
of $525 million, $32 million and $14 million for
2017, 2016 and 2015, respectively.
Dividends from nonbank subsidiaries and other affiliates
included cash dividends of $7.98 billion, $3.46 billion and
$2.29 billion for 2017, 2016 and 2015, respectively.
Interest expense included $1.05 billion, $201 million and
$187 million of interest expense with subsidiaries for
2017, 2016 and 2015, respectively.
Group Inc.’s provision/(benefit) for taxes for 2017 included
substantially all of
the firm’s $4.40 billion estimated
income tax expense related to Tax Legislation. See Note 24
for further information on Tax Legislation.
194 Goldman Sachs 2017 Form 10-K
Assets
Cash and cash equivalents:
With third-party banks
With subsidiary bank
Loans to and receivables from subsidiaries:
Bank
Nonbank
Investments in subsidiaries and other affiliates:
Bank
Nonbank
Financial instruments owned (at fair value)
Other assets
Total assets
Liabilities and shareholders’ equity
Payables to subsidiaries
Financial instruments sold, but not yet purchased
(at fair value)
Unsecured short-term borrowings:
With third parties (includes $2,484 and $3,256
As of December
2017
2016
$
38 $
–
81
3,000
721
9,131
236,050 179,899
26,599
67,279
10,248
5,898
25,571
67,203
4,524
6,273
$346,833 $295,682
$
1,005 $
875
254
775
at fair value)
With subsidiaries
Unsecured long-term borrowings:
With third parties (includes $18,207 and $17,591
at fair value)
With subsidiaries
Other liabilities and accrued expenses
Total liabilities
Commitments, contingencies and guarantees
31,871
25,699
27,159
999
11,068
4,191
190,502 172,164
5,233
1,584
264,590 208,789
Shareholders’ equity
Preferred stock
Common stock
Share-based awards
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Stock held in treasury, at cost
Total shareholders’ equity
Total liabilities and shareholders’ equity
11,853
9
2,777
53,357
91,519
(1,880)
(75,392)
82,243
11,203
9
3,914
52,638
89,039
(1,216)
(68,694)
86,893
$346,833 $295,682
Supplemental Disclosures:
Goldman Sachs Funding LLC (Funding IHC), a wholly-
owned, direct subsidiary of Group Inc., has provided
Group Inc. with a committed line of credit that allows
Group Inc. to draw sufficient funds to meet its cash needs in
the ordinary course of business.
Financial instruments owned included $570 million and
$1.08 billion of derivative contracts with subsidiaries as of
December 2017 and December 2016, respectively.
As of December 2017, unsecured long-term borrowings
with subsidiaries by maturity date are $10.55 billion in
2019, $121 million in 2020, $58 million in 2021,
$21 million in 2022, and $323 million in 2023-thereafter.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Notes to Consolidated Financial Statements
Group Inc. — Condensed Statements of Cash Flows
$ in millions
Cash flows from operating activities
Net earnings
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Undistributed (earnings)/loss of
subsidiaries and other affiliates
Depreciation and amortization
Deferred income taxes
Share-based compensation
Loss/(gain) related to extinguishment of
Year Ended December
2017
2016
2015
$ 4,286 $ 7,398 $ 6,083
1,394
56
4,358
152
(2,285)
52
134
193
(3,506)
50
86
178
subordinated borrowings
(114)
3
(34)
Changes in operating assets and liabilities:
Financial instruments owned (excluding
available-for-sale securities)
Financial instruments sold, but not yet
purchased
Other, net
Net cash provided by operating activities
Cash flows from investing activities
Purchase of property, leasehold
improvements and equipment
Issuances of short-term loans to
subsidiaries, net
Issuance of term loans to subsidiaries
Repayments of term loans by subsidiaries
Purchase of investments
Capital distributions from/(contributions to)
subsidiaries, net
Net cash used for investing activities
Cash flows from financing activities
Unsecured short-term borrowings, net:
With third parties
With subsidiaries
Proceeds from issuance of long-term
(309)
(1,580)
(620)
(521)
(757)
8,545
332
337
4,584
274
1,555
4,066
(66)
(79)
(33)
(14,415)
(42,234)
22,039
(6,491)
(3,994)
(28,498)
32,265
–
(24,417)
(8,632)
24,196
–
388
(40,779)
(3,265)
(3,571)
(1,500)
(10,386)
(424)
23,078
(178)
2,290
(1,570)
(1,114)
borrowings
43,917
40,708
42,795
Repayment of long-term borrowings,
including the current portion
Purchase of APEX, senior guaranteed
securities and trust preferred securities
Preferred stock redemption
Common stock repurchased
Settlement of share-based awards in
(27,028)
(33,314)
(27,726)
(237)
(850)
(6,772)
(1,171)
–
(6,078)
(1)
–
(4,135)
satisfaction of withholding tax requirements
(2,223)
(1,128)
(1,204)
Dividends and dividend equivalents paid on
common stock, preferred stock and
share-based awards
Proceeds from issuance of preferred stock,
(1,769)
(1,706)
(1,681)
net of issuance costs
1,495
1,303
1,993
Proceeds from issuance of common stock,
including exercise of share-based awards
Cash settlement of share-based awards
Net cash provided by financing activities
Net increase/(decrease) in cash and cash
equivalents
Cash and cash equivalents, beginning balance
Cash and cash equivalents, ending balance $
7
(3)
29,191
6
–
732
259
(2)
7,614
(3,043)
3,081
1,745
1,336
1,294
42
38 $ 3,081 $ 1,336
Supplemental Disclosures:
Cash payments for interest, net of capitalized interest, were
$6.31 billion, $4.91 billion and $3.70 billion for
2017, 2016 and 2015, respectively.
Cash payments for income taxes, net of refunds, were
$297 million, $61 million and $1.28 billion for 2017, 2016
and 2015, respectively.
Cash flows related to common stock repurchased includes
common stock repurchased in the prior period for which
settlement occurred during the current period and excludes
common stock repurchased during the current period for
which settlement occurred in the following period.
Non-cash activities during the year ended December 2017:
‰ Group Inc. exchanged $84.00 billion of certain loans to
and receivables from subsidiaries for an $84.00 billion
unsecured subordinated note
from Funding IHC
(included in loans to and receivables from subsidiaries).
‰ Group Inc. exchanged $750 million of its equity interest
in Goldman Sachs (UK) L.L.C. (GS UK), a wholly-owned
subsidiary of Group Inc., for a $750 million loan to GS
UK.
‰ Group Inc. exchanged $237 million of Trust Preferred
for
Securities
$248 million of Group Inc.’s junior subordinated debt.
beneficial
common
interests
and
Non-cash activities during the year ended December 2016:
‰ Group Inc. exchanged $1.04 billion of APEX for
$1.31 billion of Series E and Series F Preferred Stock. See
Note 19 for further information.
‰ Group Inc. exchanged $127 million of senior guaranteed
trust securities for $124 million of Group Inc.’s junior
subordinated debt.
Non-cash activities during the year ended December 2015:
‰ Group Inc.
exchanged $6.12 billion in financial
instruments owned, at fair value, held by Group Inc. for
$5.20 billion of loans to and $918 million of equity in
certain of its subsidiaries.
‰ Group Inc. exchanged $262 million of Trust Preferred
Securities and common beneficial interests held by Group
Inc. for $296 million of Group Inc.’s junior subordinated
debt.
Goldman Sachs 2017 Form 10-K 195
T H E G O L D M A N S A C H S G R O U P ,
Supplemental Financial Information
I N C . A N D S U B S I D I A R I E S
Quarterly Results (unaudited)
Common Stock Price Range
The tables below present the firm’s unaudited quarterly
results for 2017 and 2016. These quarterly results were
prepared in accordance with U.S. GAAP and reflect all
in the opinion of management,
adjustments that are,
necessary for a fair statement of
the results. These
adjustments are of a normal, recurring nature. The timing
and magnitude of changes in the firm’s discretionary
compensation accruals (included in operating expenses) can
have a significant effect on results in a given quarter.
Three Months Ended
$ in millions, except per
share amounts
December
2017
September
2017
June
2017
March
2017
Non-interest revenues
Interest income
Interest expense
Net interest income
Net revenues, including net
interest income
Operating expenses
Pre-tax earnings
Provision for taxes
Net earnings/(loss)
Preferred stock dividends
Net earnings/(loss) applicable to
$ 6,936
3,736
2,838
898
7,834
4,726
3,108
5,036
(1,928)
215
$7,596 $7,099 $7,510
2,746
3,220
2,230
2,432
516
788
3,411
2,681
730
8,326
5,350
2,976
848
2,128
93
7,887
5,378
2,509
678
1,831
200
8,026
5,487
2,539
284
2,255
93
common shareholders
$(2,143)
$2,035 $1,631 $2,162
Earnings/(loss) per common share:
Basic
Diluted
Dividends declared per
common share
$ (5.51)
$ (5.51)
$ 5.09 $ 4.00 $ 5.23
$ 5.02 $ 3.95 $ 5.15
$ 0.75
$ 0.75 $ 0.75 $ 0.65
$ in millions, except per
share amounts
December
2016
September
2016
June
2016
March
2016
Three Months Ended
Non-interest revenues
Interest income
Interest expense
Net interest income
Net revenues, including net
interest income
Operating expenses
Pre-tax earnings
Provision for taxes
Net earnings
Preferred stock dividends
Net earnings applicable to
common shareholders
Earnings per common share:
Basic
Diluted
Dividends declared per
common share
$ 7,834
2,424
2,088
336
8,170
4,773
3,397
1,050
2,347
194
$7,554 $7,178 $5,455
2,348
2,530
1,465
1,776
883
754
2,389
1,775
614
8,168
5,300
2,868
774
2,094
(6)
7,932
5,469
2,463
641
1,822
188
6,338
4,762
1,576
441
1,135
(65)
$ 2,153
$2,100 $1,634 $1,200
$ 5.17
$ 5.08
$ 4.96 $ 3.77 $ 2.71
$ 4.88 $ 3.72 $ 2.68
$ 0.65
$ 0.65 $ 0.65 $ 0.65
196 Goldman Sachs 2017 Form 10-K
The table below presents the high and low sales prices per
share of the firm’s common stock.
Year Ended December
2017
2016
2015
High
Low
High
Low
High
Low
$255.15 $220.85 $177.50 $139.05 $195.73 $172.26
First quarter
Second quarter $232.89 $209.62 $168.90 $138.20 $218.77 $186.96
Third quarter
$237.60 $214.64 $172.42 $142.62 $214.61 $167.49
Fourth quarter $262.14 $233.55 $245.57 $160.25 $199.90 $169.87
As of February 9, 2018, there were 7,652 holders of record
of the firm’s common stock.
On February 9, 2018, the last reported sales price for the
firm’s common stock on the New York Stock Exchange
was $249.30 per share.
Common Stock Performance
in
the
stock
firm’s
common
The graph and table below compare the performance of an
investment
from
December 31, 2012 (the last trading day before the firm’s
2013 fiscal year) through December 31, 2017, with the
S&P 500 Index and the S&P 500 Financials Index. The
graph and table
invested on
December 31, 2012 in each of the firm’s common stock, the
S&P 500 Index and the S&P 500 Financials Index, and the
dividends were reinvested on the date of payment without
payment of any commissions. The performance shown
represents past performance and should not be considered
an indication of future performance.
assume $100 was
$300
$250
$200
$150
$100
$50
$0
Dec-12
Dec-13
Dec-14
Dec-15
Dec-16
Dec-17
The Goldman Sachs Group, Inc.
S&P 500 Index
S&P 500 Financials Index
As of December
2012
2013
2014
2015
2016
2017
$100.00 $140.78 $155.96 $146.93 $198.22 $213.56
$100.00 $132.37 $150.48 $152.54 $170.77 $208.03
The Goldman Sachs
Group, Inc.
S&P 500 Index
S&P 500 Financials
Index
$100.00 $135.59 $156.17 $153.74 $188.71 $230.49
T H E G O L D M A N S A C H S G R O U P ,
Supplemental Financial Information
I N C . A N D S U B S I D I A R I E S
Selected Financial Data
Statistical Disclosures
30,608
33,820
34,528
34,206
$ in millions
Year Ended or as of December
2017
2016
2015
2014
2013
$ 29,141 $ 28,021 $ 30,756 $ 30,481 $ 30,814
10,060
6,668
3,392
13,113
10,181
2,932
9,604
5,557
4,047
8,452
5,388
3,064
9,691
7,104
2,587
11,853
11,647
12,678
12,691
12,613
9,088
9,856
$ 11,132 $ 10,304 $ 8,778 $ 12,357 $ 11,737
12,364
9,480
8,657
$916,776 $860,165 $861,395 $855,842 $911,124
$138,604 $124,098 $ 97,519 $ 82,880 $ 70,696
Income statement data ($ in millions)
Non-interest revenues
Interest income
Interest expense
Net interest income
Net revenues, including
net interest income
32,073
Compensation and
benefits
Non-compensation
expenses
Pre-tax earnings
Balance sheet data ($ in millions)
Total assets
Deposits
Other secured financings
(long-term)
Unsecured long-term
$ 9,892 $ 8,405 $ 10,520 $ 7,249 $ 7,524
$217,687 $189,086 $175,422 $167,302 $160,695
borrowings
Total liabilities
$834,533 $773,272 $774,667 $773,045 $832,657
Total shareholders’ equity $ 82,243 $ 86,893 $ 86,728 $ 82,797 $ 78,467
Common share data (in millions, except per share amounts)
Earnings per common share:
$
$
9.12 $ 16.53 $ 12.35 $ 17.55 $ 16.34
9.01 $ 16.29 $ 12.14 $ 17.07 $ 15.46
Basic
Diluted
Dividends declared per
common share
Book value per
common share
Basic shares
Average common shares:
$
2.90 $
2.60 $
2.55 $
2.25 $
2.05
$ 181.00 $ 182.47 $ 171.03 $ 163.01 $ 152.48
467.4
451.5
388.9
441.6
414.8
Basic
Diluted
401.6
409.1
427.4
435.1
448.9
458.6
458.9
473.2
471.3
499.6
Selected data (unaudited)
Return on average common
shareholders’ equity
4.9%
9.4% 7.4% 11.2% 11.0%
Total staff:
Americas
Non-Americas
Total staff
AUS by asset class ($ in billions)
Alternative
Equity
Fixed income
Long-term AUS
Liquidity products
Total AUS
19,100
17,500
36,600
18,100
16,300
34,400
19,000
17,800
36,800
17,400
16,600
34,000
16,600
16,300
32,900
$
168 $
321
660
1,149
345
142
208
446
796
246
$ 1,494 $ 1,379 $ 1,252 $ 1,178 $ 1,042
154 $
266
601
1,021
358
143 $
236
516
895
283
148 $
252
546
946
306
In the table above:
‰ The impact of adopting ASU No. 2015-03 was a
liabilities of
reduction to both total assets and total
$398 million and $383 million as of December 2014 and
December 2013,
respectively. See Note 3 to the
consolidated financial statements in Part II, Item 8 of the
firm’s Annual Report on Form 10-K for the year ended
December 31, 2015 for further information about ASU
No. 2015-03.
‰ Basic shares represent common shares outstanding and
restricted stock units granted to employees with no future
service requirements.
Distribution of Assets, Liabilities and Shareholders’
Equity
The tables below present a summary of average balances,
interest and interest rates.
Average Balance for the
Year Ended December
2017
2016
2015
42,353
$ 66,838 $ 72,132 $ 50,696
24,703
33,342
109,191 105,474
75,399
159,829 177,930 193,512
133,156 129,150 111,168
292,985 307,080 304,680
163,344 147,862 167,727
112,299 102,387
97,152
275,643 250,249 264,879
34,521
43,367
2,440
4,609
36,961
47,976
41,022
37,525
45,235
32,732
86,257
70,257
814,284 781,036 768,176
13,803
13,985
91,970
91,875
$909,604 $886,896 $873,949
50,742
4,767
55,509
40,642
40,314
80,956
11,056
84,264
24,356
$101,109 $ 97,255 $ 73,063
13,885
86,948
59,885
29,777
89,662
36,609
36,066
17,605
125,465 114,860
52,388
31,936
84,324
36,273
35,797
56,614
39,029
95,643
34,422
41,507
Assets
U.S.
Non-U.S.
Total deposits with banks
U.S.
Non-U.S.
Total collateralized agreements
U.S.
Non-U.S.
Total financial instruments owned
U.S.
Non-U.S.
Total loans receivable
U.S.
Non-U.S.
Total other interest-earning assets
Total interest-earning assets
Cash and due from banks
Other non-interest-earning assets
Total assets
Liabilities
U.S.
Non-U.S.
Total interest-bearing deposits
U.S.
Non-U.S.
Total collateralized financings
U.S.
Non-U.S.
Total financial instruments sold,
but not yet purchased
15,000
75,929
38,615
13,318
51,933
72,070
72,675
43,684
42,743
13,656
14,447
57,190
57,340
199,569 182,808 172,160
8,843
10,488
214,569 193,296 181,003
135,804 147,177 156,248
62,672
59,852
196,790 207,029 218,920
760,329 728,919 706,398
1,986
2,996
79,251
68,323
823,645 800,238 787,635
U.S.
Non-U.S.
Total short-term borrowings
U.S.
Non-U.S.
Total long-term borrowings
U.S.
Non-U.S.
Total other interest-bearing liabilities
Total interest-bearing liabilities
Non-interest-bearing deposits
Other non-interest-bearing liabilities
Total liabilities
Shareholders’ equity
10,585
Preferred stock
75,729
Common stock
Total shareholders’ equity
86,314
Total liabilities and shareholders’ equity $909,604 $886,896 $873,949
11,304
75,354
86,658
11,238
74,721
85,959
3,630
59,686
60,986
Percentage of interest-earning assets and interest-bearing liabilities
attributable to non-U.S. operations
Assets
Liabilities
40.88% 38.69% 36.54%
25.54% 23.23% 23.46%
Goldman Sachs 2017 Form 10-K 197
T H E G O L D M A N S A C H S G R O U P ,
Supplemental Financial Information
I N C . A N D S U B S I D I A R I E S
$ in millions
Assets
U.S.
Non-U.S.
Total deposits with banks
U.S.
Non-U.S.
Total collateralized agreements
U.S.
Non-U.S.
Total financial instruments owned
U.S.
Non-U.S.
Total loans receivable
U.S.
Non-U.S.
Total other interest-earning assets
Total interest-earning assets
Liabilities
U.S.
Non-U.S.
Total interest-bearing deposits
U.S.
Non-U.S.
Total collateralized financings
U.S.
Non-U.S.
Total financial instruments sold,
but not yet purchased
U.S.
Non-U.S.
Total short-term borrowings
U.S.
Non-U.S.
Total long-term borrowings
U.S.
Non-U.S.
Total other interest-bearing liabilities
Total interest-bearing liabilities
Net interest income
U.S.
Non-U.S.
Net interest income
Interest for the
Year Ended December
2017
2016
2015
$
760
59
819
1,335
326
1,661
3,958
1,946
5,904
2,386
292
2,678
1,523
528
2,051
$13,113
$ 1,205
175
1,380
735
128
863
682
706
1,388
660
38
698
4,539
60
4,599
991
262
1,253
$10,181
$ 382
70
452
361
330
691
3,762
1,682
5,444
1,620
223
1,843
914
347
1,261
$9,691
$ 780
98
878
325
117
442
607
644
1,251
401
45
446
4,175
67
4,242
(658)
503
(155)
$7,104
$ 143
98
241
(369)
386
17
4,083
1,779
5,862
1,101
90
1,191
754
387
1,141
$ 8,452
$ 354
54
408
221
109
330
644
675
1,319
401
28
429
3,722
156
3,878
(1,378)
402
(976)
$ 5,388
$ 1,150
1,782
$ 2,932
$1,409
1,178
$2,587
$ 1,748
1,316
$ 3,064
Assets
U.S.
Non-U.S.
Total deposits with banks
U.S.
Non-U.S.
Total collateralized agreements
U.S.
Non-U.S.
Total financial instruments owned
U.S.
Non-U.S.
Total loans receivable
U.S.
Non-U.S.
Total other interest-earning assets
Total interest-earning assets
Liabilities
U.S.
Non-U.S.
Total interest-bearing deposits
U.S.
Non-U.S.
Total collateralized financings
U.S.
Non-U.S.
Total financial instruments sold,
but not yet purchased
U.S.
Non-U.S.
Total short-term borrowings
U.S.
Non-U.S.
Total long-term borrowings
U.S.
Non-U.S.
Total other interest-bearing liabilities
Total interest-bearing liabilities
Interest rate spread
U.S.
Non-U.S.
Net yield on interest-earning assets
Average Rate for the
Year Ended December
2017
2016
2015
1.14% 0.53% 0.28%
0.14% 0.21% 0.40%
0.75% 0.43% 0.32%
0.84% 0.20% (0.19)%
0.24% 0.26% 0.35%
0.57% 0.23% 0.01%
2.42% 2.54% 2.43%
1.73% 1.64% 1.83%
2.14% 2.18% 2.21%
4.70% 3.74% 3.19%
6.13% 4.84% 3.69%
4.82% 3.84% 3.22%
3.75% 2.44% 1.84%
1.31% 1.06% 0.86%
2.53% 1.79% 1.32%
1.61% 1.24% 1.10%
1.19% 0.80% 0.48%
0.72% 0.56% 0.39%
1.10% 0.76% 0.47%
1.30% 0.62% 0.37%
0.33% 0.37% 0.37%
0.90% 0.52% 0.37%
1.98% 1.67% 1.76%
1.70% 1.80% 1.87%
1.83% 1.74% 1.81%
1.71% 0.92% 0.94%
0.29% 0.33% 0.19%
1.34% 0.78% 0.75%
2.27% 2.28% 2.16%
0.40% 0.64% 1.76%
2.14% 2.19% 2.14%
0.73% (0.45)% (0.88)%
0.43% 0.84% 0.64%
0.64% (0.07)% (0.45)%
1.34% 0.97% 0.76%
0.27% 0.27% 0.34%
0.24% 0.29% 0.36%
0.54% 0.39% 0.47%
0.36% 0.33% 0.40%
198 Goldman Sachs 2017 Form 10-K
T H E G O L D M A N S A C H S G R O U P ,
Supplemental Financial Information
I N C . A N D S U B S I D I A R I E S
In the tables above:
‰ Assets, liabilities and interest are classified as U.S. and
non-U.S. based on the location of the entity in which the
assets and liabilities are held. See the notes to the
consolidated financial statements for further information
about such assets and liabilities.
‰ Derivative instruments and commodities are included in
other non-interest-earning assets and other non-interest-
bearing liabilities.
‰ Total other interest-earning assets primarily consists of
certain receivables from customers and counterparties.
‰ Collateralized financings consists of securities sold under
agreements to repurchase and securities loaned.
‰ Substantially all of
the total 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.
‰ In December 2016, the firm reclassified amounts related
to cash and securities segregated for regulatory and other
purposes that were previously included in total other
interest-earning assets to total deposits with banks, total
collateralized agreements, and total financial instruments
owned. The firm also reclassified amounts related to cash
segregated for regulatory and other purposes that were
previously included in other non-interest-earning assets to
cash and due from banks. Previously reported amounts
have been conformed to the current presentation. See
Note 3 to the consolidated financial statements for
further information about this reclassification.
Changes in Net Interest Income, Volume and Rate
Analysis
The tables below present an analysis of the effect on net
interest income of volume and rate changes. In this analysis,
changes due to volume/rate variance have been allocated to
volume.
Year Ended December 2017
versus December 2016
Increase (decrease)
due to change in:
$ in millions
Volume
Rate
Interest-earning assets
U.S.
Non-U.S.
Total deposits with banks
U.S.
Non-U.S.
Total collateralized agreements
U.S.
Non-U.S.
Total financial instruments owned
U.S.
Non-U.S.
Total loans receivable
U.S.
Non-U.S.
Total other interest-earning assets
Change in interest income
Interest-bearing liabilities
U.S.
Non-U.S.
Total interest-bearing deposits
U.S.
Non-U.S.
Total collateralized financings
U.S.
Non-U.S.
Total financial instruments sold, but
not yet purchased
U.S.
Non-U.S.
Total short-term borrowings
U.S.
Non-U.S.
Total long-term borrowings
U.S.
Non-U.S.
Total other interest-bearing liabilities
Change in interest expense
Change in net interest income
$ (60)
13
(47)
(151)
10
(141)
375
172
547
347
10
357
117
99
216
932
46
49
95
55
23
78
(37)
97
60
(87)
(1)
(88)
381
18
399
(83)
5
(78)
466
$ 466
Net
Change
$ 378
(11)
367
974
(4)
970
196
264
460
766
69
835
609
181
790
3,422
425
77
502
410
11
421
75
62
$ 438
(24)
414
1,125
(14)
1,111
(179)
92
(87)
419
59
478
492
82
574
2,490
379
28
407
355
(12)
343
112
(35)
77
346
(6)
340
(17)
(25)
(42)
1,732
(246)
1,486
2,611
137
259
(7)
252
364
(7)
357
1,649
(241)
1,408
3,077
$ (121) $ 345
Goldman Sachs 2017 Form 10-K 199
T H E G O L D M A N S A C H S G R O U P ,
Supplemental Financial Information
I N C . A N D S U B S I D I A R I E S
Year Ended December 2016
versus December 2015
Increase (decrease)
due to change in:
Volume
Rate
Net
Change
$ 114
18
132
(32)
46
14
(505)
86
(419)
330
105
435
(85)
(133)
(218)
(56)
194
21
215
(47)
8
(39)
(6)
(5)
(11)
9
(3)
6
243
11
254
41
(24)
17
442
$(498)
$ 125 $ 239
(28)
211
730
(56)
674
(321)
(97)
(418)
519
133
652
160
(40)
120
1,239
(46)
79
762
(102)
660
184
(183)
1
189
28
217
245
93
338
1,295
232
23
255
151
–
151
(31)
(26)
426
44
470
104
8
112
(37)
(31)
(57)
(9)
20
11
210
(100)
110
679
125
804
1,274
(68)
–
17
17
453
(89)
364
720
101
821
1,716
21 $ (477)
$
Deposits
The table below presents a summary of the firm’s interest-
bearing deposits.
$ in millions
Average balances
U.S.
Savings and demand
Time
Total U.S.
Non-U.S.
Demand
Time
Total non-U.S.
Total
Average interest rates
U.S.
Savings and demand
Time
Total U.S.
Non-U.S.
Demand
Time
Total non-U.S.
Total
Year Ended December
2017
2016
2015
$ 68,819
32,290
101,109
8,443
15,913
24,356
$125,465
$ 59,357
37,898
97,255
8,041
9,564
17,605
$114,860
$44,486
28,577
73,063
5,703
8,182
13,885
$86,948
0.98%
1.64%
1.19%
0.68%
0.75%
0.72%
1.10%
0.56%
1.18%
0.80%
0.29%
0.78%
0.56%
0.76%
0.27%
0.83%
0.48%
0.19%
0.53%
0.39%
0.47%
In the table above, deposits are classified as U.S. and
non-U.S. based on the location of the entity in which such
deposits are held.
As of December 2017, deposits in U.S. and non-U.S. offices
include $2.81 billion and $11.66 billion, respectively, of
time deposits that were greater than $100,000. The table
below presents maturities of these time deposits held in U.S.
offices.
$ in millions
3 months or less
3 to 6 months
6 to 12 months
Greater than 12 months
Total
As of
December 2017
$ 212
515
971
1,113
$2,811
$ in millions
Interest-earning assets
U.S.
Non-U.S.
Total deposits with banks
U.S.
Non-U.S.
Total collateralized agreements
U.S.
Non-U.S.
Total financial instruments owned
U.S.
Non-U.S.
Total loans receivable
U.S.
Non-U.S.
Total other interest-earning assets
Change in interest income
Interest-bearing liabilities
U.S.
Non-U.S.
Total interest-bearing deposits
U.S.
Non-U.S.
Total collateralized financings
U.S.
Non-U.S.
Total financial instruments sold, but
not yet purchased
U.S.
Non-U.S.
Total short-term borrowings
U.S.
Non-U.S.
Total long-term borrowings
U.S.
Non-U.S.
Total other interest-bearing liabilities
Change in interest expense
Change in net interest income
200 Goldman Sachs 2017 Form 10-K
T H E G O L D M A N S A C H S G R O U P ,
Supplemental Financial Information
I N C . A N D S U B S I D I A R I E S
Short-Term and Other Borrowed Funds
The table below presents a summary of the firm’s securities
loaned and securities sold under agreements to repurchase,
and short-term borrowings.
Loan Portfolio
The table below presents a summary of the firm’s loans
receivable.
As of December
$ in millions
2017
2016
2015
2014
2013
As of December
$ in millions
2017
2016
2015
Securities loaned and securities sold under agreements to repurchase
$89,683
Amounts outstanding at year-end
$89,662
Average outstanding during the year
Maximum month-end outstanding
$97,466
Weighted average interest rate
During the year
At year-end
$ 99,511
$ 95,643
$103,359
$79,340
$84,324
$89,142
0.52%
0.44%
0.37%
0.39%
0.90%
1.16%
Short-term borrowings
Amounts outstanding at year-end
Average outstanding during the year
Maximum month-end outstanding
Weighted average interest rate
During the year
At year-end
$ 61,818
$ 51,933
$ 61,818
$52,383
$57,340
$61,840
$57,020
$57,190
$60,522
1.34%
1.22%
0.78%
0.94%
0.75%
0.80%
In the table above:
‰ These borrowings generally mature within one year of the
financial statement date and include borrowings that are
redeemable at the option of the holder within one year of
the financial statement date.
at
‰ Amounts outstanding
year-end for
short-term
borrowings includes short-term secured financings of
$14.90 billion, $13.12 billion and $14.23 billion as of
December 2017, December 2016 and December 2015,
respectively.
‰ The weighted average interest rates for these borrowings
include the effect of hedging activities.
U.S.
Corporate loans
Loans to PWM clients
Loans backed by:
Commercial real estate
Residential real estate
Marcus loans
Other loans
Total U.S.
Non-U.S.
Corporate loans
Loans to PWM clients
Loans backed by:
Commercial real estate
Residential real estate
Other loans
Total non-U.S.
Total loans receivable,
$28,622 $23,821 $19,909 $14,020 $ 6,910
6,545
14,489 12,386 12,824 10,989
6,150
6,176
1,912
3,233
727
3,186
–
2,187
–
–
–
3,495
60,582 45,669 41,601 28,017 14,182
2,813
3,777
208
2,664
1,876
311
–
821
2,127
2,102
1,016
1,442
831
1,137
290
300
1,837
58
30
6,154
1,948
88
18
4,512
2,085
129
38
4,220
549
10
–
1,149
131
13
708
–
–
852
gross
66,736 50,181 45,821 29,166 15,034
Allowance for loan losses
U.S.
Non-U.S.
Total allowance for loan
losses
Total loans receivable
604
199
476
33
381
33
205
23
115
24
803
139
$65,933 $49,672 $45,407 $28,938 $14,895
414
509
228
In the table above, loans receivable are classified as U.S. and
non-U.S. based on the location of the entity in which such
loans are held.
Allowance for Loan Losses
The table below presents changes in the allowance for loan
losses.
As of December
$ in millions
2017
2016
2015
2014
2013
Allowance for loan losses
Beginning balance
Charge-offs
Provision
Other
Ending balance
$ 509
(203)
574
(77)
$ 803
$414
(8)
138
(35)
$509
$228
(1)
187
–
$414
$139
(3)
92
–
$228
$ 24
–
115
–
$139
In the table above:
‰ Allowance for loan losses primarily related to corporate
loans and loans extended to PWM clients that were held
in entities located in the U.S.
‰ Substantially all charge-offs were related to corporate
loans held in entities located in the U.S.
Goldman Sachs 2017 Form 10-K 201
T H E G O L D M A N S A C H S G R O U P ,
Supplemental Financial Information
I N C . A N D S U B S I D I A R I E S
Maturities and Sensitivity to Changes in Interest
Rates
The table below presents the firm’s gross loans receivable
by tenor and a distribution of such loans receivable between
fixed and floating interest rates.
Maturities and Sensitivity to Changes
in Interest Rates as of December 2017
Less
than
1 year
1 - 5
years
Greater
than 5
years
Total
$ 1,988 $21,957 $4,677 $28,622
14,489
11,324
3,165
–
209
388
2
933
14,844
5,643
2,085
1,746
1,495
36,091
298
3,703
164
805
9,647
6,150
6,176
1,912
3,233
60,582
198
2,078
1,675
24
254
–
2,127
2,102
$ in millions
U.S.
Corporate loans
Loans to PWM clients
Loans backed by:
Commercial real estate
Residential real estate
Marcus loans
Other loans
Total U.S.
Non-U.S.
Corporate loans
Loans to PWM clients
Loans backed by:
Commercial real estate
Residential real estate
1,837
58
30
Other loans
Total non-U.S.
6,154
Total loans receivable, gross $17,500 $39,247 $9,989 $66,736
1,400
49
8
3,156
369
9
2
2,656
68
–
20
342
Loans at fixed interest rates
Loans at variable interest rates 17,319
Total
181 $ 2,979 $3,569 $ 6,729
60,007
$17,500 $39,247 $9,989 $66,736
36,268
6,420
$
Cross-border Outstandings
Cross-border outstandings are based on the Federal
Financial
(FFIEC)
Institutions Examination Council’s
guidelines for reporting cross-border information and
represent the amounts that the firm may not be able to
obtain from a foreign country due to country-specific
events,
including unfavorable economic and political
conditions, economic and social instability, and changes in
government policies.
Credit exposure represents the potential for loss due to the
default or deterioration in credit quality of a counterparty
or an issuer of securities or other instruments the firm holds
and is measured based on the potential loss in an event of
non-payment by a counterparty. Credit exposure is reduced
through the effect of risk mitigants, such as netting
agreements with counterparties that permit the firm to
offset receivables and payables with such counterparties or
obtaining collateral from counterparties. The table below
does not include all the effects of such risk mitigants and
does not represent the firm’s credit exposure.
202 Goldman Sachs 2017 Form 10-K
The table below presents cross-border outstandings and
commitments for each country in which cross-border
outstandings exceed 0.75% of consolidated assets in
accordance with the FFIEC guidelines and include cash,
receivables, collateralized agreements and cash financial
instruments, but exclude derivative instruments.
$ in millions
Banks Governments
Other
Total Commitments
As of December 2017
Cayman Islands $
Germany
France
Canada
Japan
Ireland
China
Italy
U.K.
Singapore
Luxembourg
6
$ 4,241
$ 3,569
$ 2,562
$ 8,827
$
143
$ 2,550
$ 2,306
$ 1,300
372
$
59
$
As of December 2016
Cayman Islands $
France
Germany
Japan
Italy
Canada
China
Singapore
South Korea
3
$ 6,333
$ 3,183
$ 9,860
$ 3,220
$
814
$ 1,189
190
$
107
$
As of December 2015
Cayman Islands $
France
Japan
Germany
Italy
Canada
U.K.
China
Singapore
South Korea
1
$ 5,596
$10,254
$ 4,080
$ 4,326
$ 1,173
$ 2,170
$ 2,189
192
$
79
$
$
– $34,624 $34,630
$22,765 $ 6,916 $33,922
$ 1,574 $19,048 $24,191
311 $17,358 $20,231
$
69 $ 7,220 $16,116
$
65 $11,490 $11,698
$
$
687 $ 7,838 $11,075
$ 3,986 $ 2,586 $ 8,878
$
– $ 7,480 $ 8,780
$ 5,462 $ 1,873 $ 7,707
324 $ 7,320 $ 7,703
$
$
– $34,756 $34,759
$ 1,858 $18,576 $26,767
$14,061 $ 9,250 $26,494
$
721 $ 6,310 $16,891
$ 3,211 $ 1,608 $ 8,039
333 $ 6,164 $ 7,311
$
$
158 $ 5,662 $ 7,009
505 $ 6,860
$ 6,165 $
$ 3,563 $ 2,847 $ 6,517
$
– $39,602 $39,603
$ 2,904 $23,853 $32,353
$
297 $11,648 $22,199
$ 7,969 $ 8,497 $20,546
$ 3,691 $ 2,647 $10,664
310 $ 8,642 $10,125
$
42 $ 7,138 $ 9,350
$
424 $ 6,068 $ 8,681
$
$ 7,462 $
502 $ 8,156
$ 5,545 $ 1,914 $ 7,538
$ 4,940
$ 7,015
$14,549
$ 2,388
$18,079
895
$
$
–
$ 1,649
$14,966
48
$
$ 2,438
$ 2,519
$ 9,598
$ 7,281
$ 7,476
$ 1,228
$ 1,279
–
$
97
$
4
$
$ 3,046
$ 4,795
$ 9,684
$ 5,008
$ 2,634
$ 1,404
$15,075
111
$
14
$
2
$
In the table above:
‰ Collateralized agreements are presented gross, without
reduction for related securities collateral held.
‰ Margin loans (included in receivables) are presented
based on the amount of collateral advanced by the
counterparty.
‰ Substantially all commitments consist of commitments to
and forward starting collateralized
extend credit
agreements.
‰ Beginning in December 2016, collateralized agreements
with agency lenders are presented based on the country of
the underlying counterparty rather than the country of
the agency lender. Amounts as of December 2015 have
been conformed to the current presentation.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Item 9. Changes in and Disagreements
with Accountants on Accounting and
Financial Disclosure
There were no changes
in or disagreements with
accountants on accounting and financial disclosure during
the last two years.
Item 9A. Controls and Procedures
out
carried
by Goldman
As of the end of the period covered by this report, an
evaluation was
Sachs’
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 upon 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 fourth quarter of our year ended December 31, 2017
that has materially affected, or is reasonably likely to
materially affect, our
financial
reporting.
internal control over
Management’s Report on Internal Control over Financial
Reporting and the Report of Independent Registered Public
Accounting Firm are set forth in Part II, Item 8 of this
Form 10-K.
Item 9B. Other Information
Not applicable.
PART III
Item 10. Directors, Executive Officers
and Corporate Governance
Information relating to our executive officers is included on
page 43 of this Form 10-K. Information relating to our
directors,
including our audit committee and audit
committee financial experts and the procedures by which
shareholders can recommend director nominees, and our
executive officers will be in our definitive Proxy Statement
for our 2018 Annual Meeting of Shareholders, which will
be filed within 120 days of the end of 2017 (2018 Proxy
Statement) and is incorporated in this Form 10-K by
reference. Information relating to our Code of Business
Conduct and Ethics, which applies to our senior financial
officers, is included in “Business — Available Information”
in Part I, Item 1 of this Form 10-K.
Item 11. Executive Compensation
Information relating to our executive officer and director
compensation and the compensation committee of the
Board will be in the 2018 Proxy Statement and is
incorporated in this Form 10-K by reference.
Goldman Sachs 2017 Form 10-K 203
‰ Securities Available For Future Issuance Under Equity
Compensation Plans represents shares remaining to be
issued under our current stock incentive plan (SIP),
excluding shares reflected in column (a). If any shares of
common stock underlying awards granted under our
current SIP or our SIP adopted in 2013 are not delivered
due to forfeiture, termination or cancellation or are
surrendered or withheld, those shares will again become
available to be delivered under our current SIP. Shares
available for grant are also subject to adjustment for
certain changes in corporate structure as permitted under
our current SIP.
Item 13. Certain Relationships and
Related Transactions, and Director
Independence
Information regarding certain relationships and related
transactions and director independence will be in the 2018
Proxy Statement and is incorporated in this Form 10-K by
reference.
Item 14. Principal Accounting Fees
and Services
Information regarding principal accounting fees and
services will be in the 2018 Proxy Statement and is
incorporated in this Form 10-K by reference.
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
Item 12. Security Ownership of Certain
Beneficial Owners and Management
and Related Stockholder Matters
Information relating to security ownership of certain
beneficial owners of our common stock and information
relating to the security ownership of our management will
be in the 2018 Proxy Statement and is incorporated in this
Form 10-K by reference.
table
following
information
The
of
provides
December 31, 2017 regarding securities to be issued on
to
exercise of outstanding stock options or pursuant
outstanding restricted stock units (RSUs) and securities
remaining available
equity
issuance under our
for
compensation plans that were in effect during 2017.
as
Securities
to be Issued
Upon
Exercise of
Outstanding
Options and
Rights (a)
Weighted
Average
Exercise
Price of
Outstanding
Options (b)
Securities
Available
For Future
Issuance
Under Equity
Compensation
Plans (c)
Plan Category
Equity compensation plans
approved by security holders 20,415,763
$78.78
72,968,247
Equity compensation plans not
approved by security holders
Total
–
20,415,763
–
–
72,968,247
In the table above:
‰ Securities to be Issued Upon Exercise of Outstanding
Options and Rights includes: (i) 2,101,639 shares of
common stock that may be issued upon exercise of
outstanding options and (ii) 18,314,124 shares that may
be issued pursuant to outstanding RSUs. These awards
are subject to vesting and other conditions to the extent
set forth in the respective award agreements, and the
underlying shares will be delivered net of any required tax
withholding.
‰ The Weighted Average Exercise Price of Outstanding
Options relates only to the options described above.
Shares underlying RSUs are deliverable without
the
payment of any consideration, and therefore these awards
have not been taken into account in calculating the
weighted average exercise price.
204 Goldman Sachs 2017 Form 10-K
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
PART IV
Item 15. Exhibits, Financial Statement
Schedules
(a) Documents filed as part of this Report:
1. Consolidated Financial Statements
The consolidated financial statements required to be filed in
this Form 10-K are included in Part II, Item 8 hereof.
2. Exhibits
2.1
3.1
3.2
4.1
4.2
of
Incorporation
by
Plan
reference to Exhibit 2.1 to the Registrant’s
Registration
Form S-1
(No. 333-74449)).
(incorporated
Statement
on
Restated Certificate of Incorporation of The
Goldman Sachs Group, Inc., amended as of
January 24, 2018.
Amended and Restated By-Laws of The
Goldman Sachs Group, Inc., amended as of
February 18, 2016 (incorporated by reference
to Exhibit 3.2 to the Registrant’s Annual
Report on Form 10-K for the fiscal year ended
December 31, 2015).
Indenture, dated as of May 19, 1999, between
The Goldman Sachs Group, Inc. and The Bank
of New York, as trustee (incorporated by
reference to Exhibit 6 to the Registrant’s
Registration Statement on Form 8-A, filed on
June 29, 1999).
Indenture, dated as of
Subordinated Debt
February 20, 2004, between The Goldman
Sachs Group, Inc. and The Bank of New York,
as
to
(incorporated by
Exhibit 4.2 to the Registrant’s Annual Report
on Form 10-K for
the fiscal year ended
November 28, 2003).
reference
trustee
4.5
4.6
4.7
4.8
4.3 Warrant
as
dated
Indenture,
of
February 14, 2006, between The Goldman Sachs
Group, Inc. and The Bank of New York, as
trustee (incorporated by reference to Exhibit 4.34
to the Registrant’s Post-Effective Amendment
No. 3 to Form S-3, filed on March 1, 2006).
4.4
as
dated
Senior Debt
of
Indenture,
December 4, 2007, among GS Finance Corp.,
as issuer, The Goldman Sachs Group, Inc., as
guarantor, and The Bank of New York, as
trustee
to
Exhibit 4.69 to the Registrant’s Post-Effective
filed on
Amendment No. 10 to Form S-3,
December 4, 2007).
(incorporated
reference
by
as
dated
of
Indenture,
Senior Debt
July 16, 2008, between The Goldman Sachs
Group,
Inc. and The Bank of New York
Mellon, as trustee (incorporated by reference to
Exhibit 4.82 to the Registrant’s Post-Effective
Amendment No.
Form S-3
11
(No. 333-130074), filed on July 17, 2008).
to
Indenture, dated as of
Fourth Supplemental
December 31, 2016, between The Goldman
Sachs Group, Inc. and The Bank of New York
Mellon, as trustee, with respect to the Senior
Debt
Indenture, dated as of July 16, 2008
(incorporated by reference to Exhibit 4.1 to the
Registrant’s Current Report on Form 8-K, filed
on January 6, 2017).
as
dated
of
Indenture,
Senior Debt
October 10, 2008, among GS Finance Corp., as
issuer, The Goldman Sachs Group,
Inc., as
guarantor, and The Bank of New York Mellon,
to
(incorporated by
as
Exhibit 4.70 to the Registrant’s Registration
Statement on Form S-3 (No. 333-154173), filed
on October 10, 2008).
reference
trustee
Indenture, dated as of
First Supplemental
February 20, 2015, among GS Finance Corp.,
as issuer, The Goldman Sachs Group, Inc., as
guarantor, and The Bank of New York Mellon,
to the Senior Debt
as trustee, with respect
Indenture, dated as of October 10, 2008
(incorporated by reference to Exhibit 4.7 to the
Registrant’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2014).
4.9 Ninth
Supplemental
Subordinated Debt
Indenture, dated as of May 20, 2015, between
The Goldman Sachs Group, Inc. and The Bank
of New York Mellon, as trustee, with respect to
the Subordinated Debt Indenture, dated as of
February 20, 2004 (incorporated by reference
to Exhibit 4.1 to the Registrant’s Current
Report on Form 8-K, filed on May 22, 2015).
Goldman Sachs 2017 Form 10-K 205
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
4.10 Tenth
Supplemental
Subordinated Debt
Indenture, dated as of July 7, 2017, between
The Goldman Sachs Group, Inc. and The Bank
of New York Mellon, as trustee, with respect to
the Subordinated Debt Indenture, dated as of
February 20, 2004 (incorporated by reference
to Exhibit 4.89 to the Registrant’s Registration
Statement on Form S-3 (No. 333-219206), filed
on July 10, 2017).
subsidiaries
Certain instruments defining the rights of holders
of long-term debt securities of the Registrant and
to
its
Item 601(b)(4)(iii) of Regulation S-K. The
Registrant hereby undertakes to furnish to the
SEC, upon request,
such
instruments.
copies of
pursuant
omitted
any
are
10.1
10.2
10.3
10.4
10.5
10.6
10.7
The Goldman Sachs Amended and Restated
Stock Incentive Plan (2015) (incorporated by
reference
to Annex B to the Registrant’s
Definitive Proxy Statement on Schedule 14A,
filed on April 10, 2015). †
Partner
The Goldman Sachs Amended and Restated
Restricted
Plan
(incorporated by reference to Exhibit 10.1 to the
Registrant’s Quarterly Report on Form 10-Q for
the period ended February 24, 2006). †
Compensation
Form of Employment Agreement for Participating
(applicable to executive
Managing Directors
officers)
to
Exhibit 10.19 to the Registrant’s Registration
Statement on Form S-1 (No. 333-75213)). †
(incorporated
reference
by
Form of Agreement Relating to Noncompetition
and Other Covenants (incorporated by reference
to Exhibit 10.20 to the Registrant’s Registration
Statement on Form S-1 (No. 333-75213)). †
Tax Indemnification Agreement, dated as of
May 7, 1999, by and among The Goldman
Sachs Group,
parties
(incorporated by reference to Exhibit 10.25 to
the Registrant’s Registration Statement on
Form S-1 (No. 333-75213)).
various
and
Inc.
Amended and Restated Shareholders’ Agreement,
effective as of January 15, 2015, among The
Goldman Sachs Group, Inc. and various parties
(incorporated by reference to Exhibit 10.6 to the
Registrant’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2014).
Instrument of Indemnification (incorporated by
reference to Exhibit 10.27 to the Registrant’s
Registration
Form S-1
(No. 333-75213)).
Statement
on
206 Goldman Sachs 2017 Form 10-K
10.8
10.9
Form of Indemnification Agreement (incorporated
by reference to Exhibit 10.28 to the Registrant’s
Annual Report on Form 10-K for the fiscal year
ended November 26, 1999).
Form of Indemnification Agreement (incorporated
by reference to Exhibit 10.44 to the Registrant’s
Annual Report on Form 10-K for the fiscal year
ended November 26, 1999).
10.10 Form of Indemnification Agreement, dated as
of July 5, 2000 (incorporated by reference to
Exhibit 10.1 to the Registrant’s Quarterly
Report on Form 10-Q for the period ended
August 25, 2000).
10.11 Amendment
as
No.
dated
of
1,
September 5, 2000, to the Tax Indemnification
Agreement,
1999
(incorporated by reference to Exhibit 10.3 to the
Registrant’s Quarterly Report on Form 10-Q for
the period ended August 25, 2000).
of May
dated
as
7,
10.12 Letter, dated February 6, 2001,
from The
Goldman Sachs Group, Inc. to Mr. James A.
Johnson
to
Exhibit 10.65 to the Registrant’s Annual
Report on Form 10-K for the fiscal year ended
November 24, 2000). †
(incorporated
reference
by
10.13 Letter, dated December 18, 2002, from The
Goldman Sachs Group, Inc. to Mr. William W.
George
to
Exhibit 10.39 to the Registrant’s Annual
Report on Form 10-K for the fiscal year ended
November 29, 2002). †
(incorporated
reference
by
10.14 Form of Amendment, dated November 27, 2004,
to Agreement Relating to Noncompetition and
Other Covenants,
1999
(incorporated by reference to Exhibit 10.32 to
the Registrant’s Annual Report on Form 10-K for
the fiscal year ended November 26, 2004). †
dated May
7,
10.15 The Goldman Sachs Group, Inc. Non-Qualified
U.S.
Deferred
Compensation
Participating Managing Directors (terminated
as of December 15, 2008) (incorporated by
reference to Exhibit 10.36 to the Registrant’s
Annual Report on Form 10-K for the fiscal year
ended November 30, 2007). †
Plan
for
10.16 Form of Year-End Option Award Agreement
(incorporated by reference to Exhibit 10.36 to
the Registrant’s Annual Report on Form 10-K
for the fiscal year ended November 28, 2008). †
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
10.17 Form of Non-Employee Director Option Award
Agreement
to
(incorporated
Exhibit 10.34 to the Registrant’s Annual
Report on Form 10-K for the fiscal year ended
December 31, 2009). †
reference
by
10.18 Form of Non-Employee Director RSU Award
Agreement
by
(pre-2015)
reference to Exhibit 10.21 to the Registrant’s
Annual Report on Form 10-K for the fiscal year
ended December 31, 2014). †
(incorporated
10.19 Ground Lease, dated August 23, 2005, between
Battery Park City Authority d/b/a/ Hugh L.
Carey Battery
as
Landlord, and Goldman Sachs Headquarters
LLC, as Tenant (incorporated by reference to
Exhibit 10.1 to the Registrant’s Current Report
on Form 8-K, filed on August 26, 2005).
Park City Authority,
10.20 General
Guarantee
Agreement,
dated
January 30, 2006, made by The Goldman Sachs
Group, Inc. relating to certain obligations of
Goldman Sachs & Co. LLC (incorporated by
reference to Exhibit 10.45 to the Registrant’s
Annual Report on Form 10-K for the fiscal year
ended November 25, 2005).
10.21 Goldman Sachs & Co. LLC Executive Life
and
Certificate with
Insurance
Policy
Insurance Company for
Metropolitan Life
Participating Managing Directors (incorporated
by reference to Exhibit 10.1 to the Registrant’s
Quarterly Report on Form 10-Q for the period
ended August 25, 2006). †
10.22 Form of Goldman Sachs & Co. LLC Executive
Life Insurance Policy with Pacific Life & Annuity
Company for Participating Managing Directors,
including policy specifications and form of
restriction
Rights
Policy
(incorporated by reference to Exhibit 10.2 to the
Registrant’s Quarterly Report on Form 10-Q for
the period ended August 25, 2006). †
Owner’s
on
10.23 Form
7,
of
Second
Amendment,
dated
November 25, 2006, to Agreement Relating to
Noncompetition and Other Covenants, dated
effective
as
May
November 27, 2004 (incorporated by reference to
Exhibit 10.51 to the Registrant’s Annual Report
on Form 10-K for
ended
November 24, 2006). †
fiscal year
amended
1999,
the
10.24 Description of PMD Retiree Medical Program
(incorporated by reference to Exhibit 10.2 to the
Registrant’s Quarterly Report on Form 10-Q for
the period ended February 29, 2008). †
10.25 Letter, dated June 28, 2008,
from The
Goldman Sachs Group, Inc. to Mr. Lakshmi N.
Mittal
to
Exhibit 99.1 to the Registrant’s Current Report
on Form 8-K, filed on June 30, 2008). †
(incorporated
reference
by
10.26 General
Guarantee
Agreement,
dated
December 1, 2008, made by The Goldman
Sachs Group, Inc. relating to certain obligations
of Goldman Sachs Bank USA (incorporated by
reference to Exhibit 4.80 to the Registrant’s
Post-Effective Amendment No. 2 to Form S-3,
filed on March 19, 2009).
10.27 Form of One-Time RSU Award Agreement
(pre-2015)
to
(incorporated
Exhibit 10.32 to the Registrant’s Annual
Report on Form 10-K for the fiscal year ended
December 31, 2014). †
reference
by
10.28 Amendments to Certain Non-Employee Director
Equity Award Agreements
(incorporated by
reference to Exhibit 10.69 to the Registrant’s
Annual Report on Form 10-K for the fiscal year
ended November 28, 2008). †
vested)
10.29 Form of Year-End RSU Award Agreement (not
fully
(incorporated by
reference to Exhibit 10.36 to the Registrant’s
Annual Report on Form 10-K for the fiscal year
ended December 31, 2014). †
(pre-2015)
10.30 Form of Year-End RSU Award Agreement (fully
vested) (pre-2015) (incorporated by reference to
Exhibit 10.37 to the Registrant’s Annual
Report on Form 10-K for the fiscal year ended
December 31, 2014). †
10.31 Form of Year-End RSU Award Agreement (Base
and/or Supplemental) (pre-2015) (incorporated
by reference to Exhibit 10.38 to the Registrant’s
Annual Report on Form 10-K for the fiscal year
ended December 31, 2014). †
10.32 Form of Year-End Short-Term RSU Award
by
Agreement
(pre-2015)
reference to Exhibit 10.39 to the Registrant’s
Annual Report on Form 10-K for the fiscal year
ended December 31, 2014). †
(incorporated
10.33 Form of Year-End Restricted Stock Award
Agreement
(pre-2015)
(incorporated by reference to Exhibit 10.41 to
the Registrant’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2013). †
vested)
(fully
10.34 Form of Year-End Restricted Stock Award
Agreement (Base and/or Supplemental) (pre-2015)
(incorporated by reference to Exhibit 10.41 to the
Registrant’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2014). †
Goldman Sachs 2017 Form 10-K 207
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
10.35 Form of Year-End Short-Term Restricted Stock
Award Agreement (pre-2015) (incorporated by
reference to Exhibit 10.42 to the Registrant’s
Annual Report on Form 10-K for the fiscal year
ended December 31, 2014). †
10.36 Form of
Fixed Allowance RSU Award
Agreement
by
reference to Exhibit 10.43 to the Registrant’s
Annual Report on Form 10-K for the fiscal year
ended December 31, 2014). †
(incorporated
(pre-2015)
10.37 Form of Deed of Gift
(incorporated by
reference to Exhibit 10.1 to the Registrant’s
Quarterly Report on Form 10-Q for the period
ended June 30, 2010). †
10.38 The Goldman Sachs Long-Term Performance
Incentive Plan, dated December 17, 2010
(incorporated by reference to Exhibit 10.1 to
the Registrant’s Current Report on Form 8-K,
filed on December 23, 2010). †
10.39 Form of Performance-Based Restricted Stock
Unit
(pre-2015)
(incorporated by reference to Exhibit 10.2 to
the Registrant’s Current Report on Form 8-K,
filed on December 23, 2010). †
Agreement
Award
10.40 Form of Performance-Based Option Award
Agreement
to
(incorporated
Exhibit 10.3 to the Registrant’s Current Report
on Form 8-K, filed on December 23, 2010). †
reference
by
10.41 Form of Performance-Based Cash Compensation
Award Agreement (pre-2015) (incorporated by
reference to Exhibit 10.4 to the Registrant’s
Current Report on Form 8-K,
filed on
December 23, 2010). †
10.42 Amended and Restated General Guarantee
Agreement, dated November 21, 2011, made by
The Goldman Sachs Group, Inc. relating to
certain obligations of Goldman Sachs Bank
USA (incorporated by reference to Exhibit 4.1
on
the Registrant’s Current Report
to
Form 8-K, filed on November 21, 2011).
10.43 Form of Aircraft Time Sharing Agreement
(incorporated by reference to Exhibit 10.61 to
the Registrant’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2011). †
10.44 Description of Compensation Arrangements
by
with Executive Officer
reference to Exhibit 10.1 to the Registrant’s
Quarterly Report on Form 10-Q for the period
ended June 30, 2012). †
(incorporated
208 Goldman Sachs 2017 Form 10-K
10.45 The Goldman Sachs Group,
effective
Inc. Clawback
Policy,
January 1, 2015
as of
(incorporated by reference to Exhibit 10.53 to
the Registrant’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2014).
10.46 Form of Non-Employee Director RSU Award
Agreement. †
10.47 Form of One-Time RSU Award Agreement. †
10.48 Form of Year-End RSU Award Agreement (not
fully vested). †
10.49 Form of Year-End RSU Award Agreement (fully
vested). †
10.50 Form of Year-End RSU Award Agreement (Base
(not fully vested) and/or Supplemental). †
10.51 Form of Year-End Short-Term RSU Award
Agreement. †
10.52 Form of Year-End Restricted Stock Award
Agreement (not fully vested). †
10.53 Form of Year-End Restricted Stock Award
Agreement (fully vested). †
10.54 Form of Year-End Short-Term Restricted Stock
Award Agreement (incorporated by reference to
Exhibit 10.57 to the Registrant’s Annual
Report on Form 10-K for the fiscal year ended
December 31, 2015). †
10.55 Form of
Fixed Allowance RSU Award
Agreement. †
10.56 Form of Fixed Allowance Restricted Stock
Award Agreement. †
10.57 Form of Fixed Allowance Deferred Cash Award
Agreement
to
(incorporated
Exhibit 10.59 to the Registrant’s Annual
Report on Form 10-K for the fiscal year ended
December 31, 2015). †
reference
by
10.58 Form of Performance-Based Restricted Stock
Unit Award Agreement. †
10.59 Form of Performance-Based Cash Compensation
Award Agreement (incorporated by reference to
Exhibit 10.61 to the Registrant’s Annual Report
ended
on Form 10-K for
December 31, 2015). †
fiscal year
the
T H E G O L D M A N S A C H S G R O U P ,
I N C . A N D S U B S I D I A R I E S
10.60 Form of Signature Card for Equity Awards. †
101
12.1
21.1
23.1
31.1
32.1
99.1
Statement
Earnings
Earnings
Preferred Stock Dividends.
re: Computation of Ratios of
to Fixed Charges and Ratios of
to Combined Fixed Charges and
List of significant subsidiaries of The Goldman
Sachs Group, Inc.
Consent of
Accounting Firm.
Independent Registered Public
Rule 13a-14(a) Certifications.
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).
Report
Accounting Firm on Selected Financial Data.
Independent Registered
of
Public
(ii)
for
the
31,
years
ended
Earnings
Interactive data files pursuant to Rule 405 of
Regulation S-T: (i) the Consolidated Statements
of
ended
December 31, 2017, December 31, 2016 and
December 31, 2015,
the Consolidated
Statements of Comprehensive Income for the
years
2017,
December
December 31, 2016 and December 31, 2015,
(iii) the Consolidated Statements of Financial
Condition as of December 31, 2017 and
December 31, 2016,
the Consolidated
Statements of Changes in Shareholders’ Equity
for
the years ended December 31, 2017,
December 31, 2016 and December 31, 2015,
(v) the Consolidated Statements of Cash Flows
the years ended December 31, 2017,
for
December 31, 2016 and December 31, 2015,
and (vi) the notes to the Consolidated Financial
Statements.
(iv)
99.2 Debt and trust
securities
registered under
Section 12(b) of the Exchange Act.
† This exhibit is a management contract or a compensatory plan or
arrangement.
Goldman Sachs 2017 Form 10-K 209
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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:
Name:
Title:
Date:
/s/ R. Martin Chavez
R. Martin Chavez
Chief Financial Officer
February 23, 2018
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and
on the dates indicated.
By:
Name:
Capacity:
Date:
By:
Name:
Capacity:
Date:
By:
Name:
Capacity:
Date:
By:
Name:
Capacity:
Date:
By:
Name:
Capacity:
Date:
/s/
Lloyd C. Blankfein
Lloyd C. Blankfein
Director, Chairman and Chief Executive
Officer (Principal Executive Officer)
February 23, 2018
/s/ M. Michele Burns
M. Michele Burns
Director
February 23, 2018
/s/ Mark A. Flaherty
Mark A. Flaherty
Director
February 23, 2018
/s/ William W. George
William W. George
Director
February 23, 2018
/s/
James A. Johnson
James A. Johnson
Director
February 23, 2018
By:
Name:
Capacity:
Date:
By:
Name:
Capacity:
Date:
By:
Name:
Capacity:
Date:
By:
Name:
Capacity:
Date:
By:
Name:
Capacity:
Date:
By:
Name:
Capacity:
Date:
By:
Name:
Capacity:
Date:
By:
Name:
Capacity:
Date:
/s/
/s/
Ellen J. Kullman
Ellen J. Kullman
Director
February 23, 2018
Lakshmi N. Mittal
Lakshmi N. Mittal
Director
February 23, 2018
/s/ Adebayo O. Ogunlesi
Adebayo O. Ogunlesi
Director
February 23, 2018
/s/
Peter Oppenheimer
Peter Oppenheimer
Director
February 23, 2018
/s/ David A. Viniar
David A. Viniar
Director
February 23, 2018
/s/ Mark O. Winkelman
Mark O. Winkelman
Director
February 23, 2018
/s/ R. Martin Chavez
R. Martin Chavez
Chief Financial Officer
(Principal Financial Officer)
February 23, 2018
/s/
Brian J. Lee
Brian J. Lee
Principal Accounting Officer
February 23, 2018
210 Goldman Sachs 2017 Form 10-K
EXHIBIT 3.1
RESTATED
CERTIFICATE OF INCORPORATION
OF
THE GOLDMAN SACHS GROUP, INC.
THE GOLDMAN SACHS GROUP, INC., a corporation organized and existing under the Delaware General Corporation
Law (the “Corporation”), DOES HEREBY CERTIFY:
1. The name of the Corporation is The Goldman Sachs Group, Inc. The date of filing of its original certificate of incorporation with the
Secretary of State of the State of Delaware was July 21, 1998.
2. This Restated Certificate of Incorporation restates and integrates and does not further amend the provisions of the certificate of
incorporation of the Corporation as heretofore amended or supplemented. There is no discrepancy between the provisions of this
Restated Certificate of Incorporation and the provisions of the certificate of incorporation of the Corporation as heretofore amended or
supplemented. This Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 245 of the
General Corporation Law of the State of Delaware. The text of the certificate of incorporation is hereby restated to read herein as set
forth in full:
FIRST. The name of the Corporation is The Goldman Sachs Group, Inc.
SECOND. The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange
Street in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The
Corporation Trust Company.
THIRD. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under
the Delaware General Corporation Law. Without limiting the generality of the foregoing, the Corporation shall have all of the
powers conferred on corporations by the Delaware General Corporation Law and other law, including the power and authority to
make an initial charitable contribution (as defined in Section 170(c) of the Internal Revenue Code of 1986, as currently in effect or
as the same may hereafter be amended) of up to an aggregate of $200,000,000 to one or more entities (the “Contribution”), and to
make other charitable contributions from time to time thereafter, in such amounts, on such terms and conditions and for such
purposes as may be lawful.
FOURTH. The total number of shares of all classes of stock which the Corporation shall have authority to issue is 4,350,000,000,
of which 4,000,000,000 shares of the par value of $0.01 per share shall be a separate class designated as Common Stock,
200,000,000 shares of the par value of $0.01 per share shall be a separate class designated as Nonvoting Common Stock and
150,000,000 shares of the par value of $0.01 per share shall be a separate class designated as Preferred Stock.
COMMON STOCK AND NONVOTING COMMON STOCK
Except as set forth in this Article FOURTH, the Common Stock and the Nonvoting Common Stock (together, the “Common
Shares”) shall have the same rights and privileges and shall rank equally, share ratably and be identical in all respects as to all
matters.
(i) Voting. Except as may be provided in this Restated Certificate of Incorporation or required by law, the Common Stock
shall have voting rights in the election of directors and on all other matters presented to stockholders, with each holder of
Common Stock being entitled to one vote for each share of Common Stock held of record by such holder on such matters.
The Nonvoting Common Stock shall have no voting rights other than such rights as may be required by the first sentence of
Section 242(b)(2) of the Delaware General Corporation Law or any similar provision hereafter enacted; provided that an
amendment of this Restated Certificate of Incorporation to increase or decrease the number of authorized shares of
Nonvoting Common Stock (but not below the number of shares thereof then outstanding) may be adopted by resolution
adopted by the board of directors of the Corporation and approved by the affirmative vote of the holders of a majority of the
voting power of all outstanding shares of Common Stock of the Corporation and all other outstanding shares of stock of the
Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation
Law or any similar provision hereafter enacted, with such outstanding shares of Common Stock and other stock considered
for this purpose as a single class, and no vote of the holders of any shares of Nonvoting Common Stock, voting separately as
a class, shall be required therefor.
(ii) Dividends. Subject to the rights of the holders of any series of Preferred Stock, holders of Common Stock and holders of
Nonvoting Common Stock shall be entitled to receive such dividends and distributions (whether payable in cash or
otherwise) as may be declared on the Common Shares by the board of directors of the Corporation from time to time out of
assets or funds of the Corporation legally available therefor; provided that the board of directors of the Corporation shall
declare no dividend, and no dividend shall be paid, with respect to any outstanding share of Common Stock or Nonvoting
Common Stock, whether in cash or otherwise (including any dividend in shares of Common Stock on or with respect to
shares of Common Stock or any dividend in shares of Nonvoting Common Stock on or with respect to shares of Nonvoting
Common Stock (collectively, “Stock Dividends”)), unless, simultaneously, the same dividend is declared or paid with
respect to each share of Common Stock and Nonvoting Common Stock. If a Stock Dividend is declared or paid with respect
to one class, then a Stock Dividend shall likewise be declared or paid with respect to the other class and shall consist of
shares of such other class in a number that bears the same relationship to the total number of shares of such other class,
issued and outstanding immediately prior to the payment of such dividend, as the number of shares comprising the Stock
Dividend with respect to the first referenced class bears to the total number of
-2-
shares of such first referenced class, issued and outstanding immediately prior to the payment of such dividend. Stock
Dividends with respect to Common Stock may be paid only with shares of Common Stock. Stock Dividends with respect to
Nonvoting Common Stock may be paid only with shares of Nonvoting Common Stock. Notwithstanding the foregoing, in
the case of any dividend in the form of capital stock of a subsidiary of the Corporation, the capital stock of the subsidiary
distributed to holders of Common Stock shall be identical to the capital stock of the subsidiary distributed to holders of
Nonvoting Common Stock, except that the capital stock distributed to holders of Common Stock may have full or any other
voting rights and the capital stock distributed to holders of Nonvoting Common Stock shall be non-voting to the same extent
as the Nonvoting Common Stock is non-voting.
(iii) Subdivisions, Combinations and Mergers. If the Corporation shall in any manner split, subdivide or combine the
outstanding shares of Common Stock or the outstanding shares of Nonvoting Common Stock, the outstanding shares of the
other such class of the Common Shares shall likewise be split, subdivided or combined in the same manner proportionately
and on the same basis per share. In the event of any merger, statutory share exchange, consolidation or similar form of
corporate transaction involving the Corporation (whether or not the Corporation is the surviving entity), the holders of
Common Stock and the holders of Nonvoting Common Stock shall be entitled to receive the same per share consideration, if
any, except that any securities received by holders of Common Stock in consideration of such stock may have full or any
other voting rights and any securities received by holders of Nonvoting Common Stock in consideration of such stock shall
be non-voting to the same extent as the Nonvoting Common Stock is non-voting.
(iv) Rights on Liquidation. Subject to the rights of the holders of any series of Preferred Stock, in the event of any
liquidation, dissolution or winding-up of the Corporation (whether voluntary or involuntary), the assets of the Corporation
available for distribution to stockholders shall be distributed in equal amounts per share to the holders of Common Stock and
the holders of Nonvoting Common Stock, as if such classes constituted a single class. For purposes of this paragraph, a
merger, statutory share exchange, consolidation or similar corporate transaction involving the Corporation (whether or not
the Corporation is the surviving entity), or the sale, transfer or lease by the Corporation of all or substantially all its assets,
shall not constitute or be deemed a liquidation, dissolution or winding-up of the Corporation.
-3-
PREFERRED STOCK
Shares of Preferred Stock may be issued in one or more series from time to time as determined by the board of directors of the
Corporation, and the board of directors of the Corporation is authorized to fix by resolution or resolutions the designations and the
powers, preferences and rights, and the qualifications, limitations and restrictions thereof, of the shares of each series of Preferred
Stock, including the following:
(i) the distinctive serial designation of such series which shall distinguish it from other series;
(ii) the number of shares included in such series;
(iii) whether dividends shall be payable to the holders of the shares of such series and, if so, the basis on which such holders
shall be entitled to receive dividends (which may include, without limitation, a right to receive such dividends or
distributions as may be declared on the shares of such series by the board of directors of the Corporation, a right to receive
such dividends or distributions, or any portion or multiple thereof, as may be declared on the Common Stock or any other
class of stock or, in addition to or in lieu of any other right to receive dividends, a right to receive dividends at a particular
rate or at a rate determined by a particular method, in which case such rate or method of determining such rate may be set
forth), the form of such dividend, any conditions on which such dividends shall be payable and the date or dates, if any, on
which such dividends shall be payable;
(iv) whether dividends on the shares of such series shall be cumulative and, if so, the date or dates or method of determining
the date or dates from which dividends on the shares of such series shall be cumulative;
(v) the amount or amounts, if any, which shall be payable out of the assets of the Corporation to the holders of the shares of
such series upon the voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, and the relative
rights of priority, if any, of payment of the shares of such series;
(vi) the price or prices (in cash, securities or other property or a combination thereof) at which, the period or periods within
which and the terms and conditions upon which the shares of such series may be redeemed, in whole or in part, at the option
of the Corporation or at the option of the holder or holders thereof or upon the happening of a specified event or events;
(vii) the obligation, if any, of the Corporation to purchase or redeem shares of such series pursuant to a sinking fund or
otherwise and the price or prices (in cash, securities or other property or a combination thereof) at which, the period or
periods within which and the terms and conditions upon which the shares of such series shall be redeemed or purchased, in
whole or in part, pursuant to such obligation;
-4-
(viii) whether or not the shares of such series shall be convertible or exchangeable, at any time or times at the option of the
holder or holders thereof or at the option of the Corporation or upon the happening of a specified event or events, into shares
of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or any
other securities or property of the Corporation or any other entity, and the price or prices (in cash, securities or other property
or a combination thereof) or rate or rates of conversion or exchange and any adjustments applicable thereto; and
(ix) whether or not the holders of the shares of such series shall have voting rights, in addition to the voting rights provided
by law, and if so the terms of such voting rights, which may provide, among other things and subject to the other provisions
of this Restated Certificate of Incorporation, that each share of such series shall carry one vote or more or less than one vote
per share, that the holders of such series shall be entitled to vote on certain matters as a separate class (which for such
purpose may be comprised solely of such series or of such series and one or more other series or classes of stock of the
Corporation) and that all the shares of such series entitled to vote on a particular matter shall be deemed to be voted on such
matter in the manner that a specified portion of the voting power of the shares of such series or separate class are voted on
such matter.
For all purposes, this Restated Certificate of Incorporation shall include each certificate of designations (if any) setting forth the
terms of a series of Preferred Stock.
Subject to the rights, if any, of the holders of any series of Preferred Stock set forth in a certificate of designations, an amendment
of this Restated Certificate of Incorporation to increase or decrease the number of authorized shares of any class of Preferred
Stock (but not below the number of shares thereof then outstanding) may be adopted by resolution adopted by the board of
directors of the Corporation and approved by the affirmative vote of the holders of a majority of the voting power of all
outstanding shares of Common Stock of the Corporation and all other outstanding shares of stock of the Corporation entitled to
vote thereon irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law or any similar provision
hereafter enacted, with such outstanding shares of Common Stock and other stock considered for this purpose as a single class,
and no vote of the holders of Preferred Stock, voting as a separate class, shall be required therefor.
Except as otherwise required by law or provided in the certificate of designations for the relevant series, holders of Common
Shares, as such, shall not be entitled to vote on any amendment of this Restated Certificate of Incorporation that alters or changes
the powers, preferences, rights or other terms of one or more outstanding series of Preferred Stock if the holders of such affected
series are entitled, either separately or together with the holders of one or more other series of Preferred Stock, to vote thereon as a
separate class pursuant to this Restated Certificate of Incorporation or pursuant to the Delaware General Corporation Law as then
in effect.
-5-
Pursuant to the authority conferred by this Article FOURTH upon the board of directors of the Corporation and authority
delegated by the board of directors to the Securities Issuance Committee of the board of directors of the Corporation (the
“Securities Issuance Committee”), the Securities Issuance Committee created a series of shares of Preferred Stock designated as
Floating Rate Non-Cumulative Preferred Stock, Series A, by filing a certificate of designations of the Corporation with the
Secretary of State of the State of Delaware on April 22, 2005, and the voting powers, designations, preferences and relative,
participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of the Corporation’s
Floating Rate Non-Cumulative Preferred Stock, Series A, are set forth in Appendix A hereto and are incorporated herein by
reference.
Pursuant to the authority conferred by this Article FOURTH upon the board of directors of the Corporation and authority
delegated by the board of directors to the Securities Issuance Committee, the Securities Issuance Committee created a series of
shares of Preferred Stock designated as 6.20% Non-Cumulative Preferred Stock, Series B, by filing a certificate of designations of
the Corporation with the Secretary of State of the State of Delaware on October 28, 2005, and the voting powers, designations,
preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of
the Corporation’s 6.20% Non-Cumulative Preferred Stock, Series B, are set forth in Appendix B hereto and are incorporated
herein by reference.
Pursuant to the authority conferred by this Article FOURTH upon the board of directors of the Corporation and authority
delegated by the board of directors to the Securities Issuance Committee, the Securities Issuance Committee created a series of
shares of Preferred Stock designated as Floating Rate Non-Cumulative Preferred Stock, Series C, by filing a certificate of
designations of the Corporation with the Secretary of State of the State of Delaware on October 28, 2005, and the voting powers,
designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or
restrictions thereof, of the Corporation’s Floating Rate Non-Cumulative Preferred Stock, Series C, are set forth in Appendix C
hereto and are incorporated herein by reference.
Pursuant to the authority conferred by this Article FOURTH upon the board of directors of the Corporation and authority
delegated by the board of directors to the Securities Issuance Committee, the Securities Issuance Committee created a series of
shares of Preferred Stock designated as Floating Rate Non-Cumulative Preferred Stock, Series D, by filing a certificate of
designations of the Corporation with the Secretary of State of the State of Delaware on May 23, 2006, and the voting powers,
designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or
restrictions thereof, of the Corporation’s Floating Rate Non-Cumulative Preferred Stock, Series D, are set forth in Appendix D
hereto and are incorporated herein by reference.
Pursuant to the authority conferred by this Article FOURTH upon the board of directors of the Corporation and authority
delegated by the board of directors to the
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Securities Issuance Committee, the Securities Issuance Committee created a series of shares of Preferred Stock designated as
Perpetual Non-Cumulative Preferred Stock, Series E, by filing a certificate of designations of the Corporation with the Secretary
of State of the State of Delaware on May 14, 2007, and the voting powers, designations, preferences and relative, participating,
optional or other special rights, and the qualifications, limitations or restrictions thereof, of the Corporation’s Perpetual
Non-Cumulative Preferred Stock, Series E, are set forth in Appendix E hereto and are incorporated herein by reference.
Pursuant to the authority conferred by this Article FOURTH upon the board of directors of the Corporation and authority
delegated by the board of directors to the Securities Issuance Committee, the Securities Issuance Committee created a series of
shares of Preferred Stock designated as Perpetual Non-Cumulative Preferred Stock, Series F, by filing a certificate of designations
of the Corporation with the Secretary of State of the State of Delaware on May 14, 2007, and the voting powers, designations,
preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of
the Corporation’s Perpetual Non-Cumulative Preferred Stock, Series F, are set forth in Appendix F hereto and are incorporated
herein by reference.
Pursuant to the authority conferred by this Article FOURTH upon the board of directors of the Corporation and authority
delegated by the board of directors to the Securities Issuance Committee, the Securities Issuance Committee created a series of
shares of Preferred Stock designated as 5.50% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series J, by filing a
certificate of designations of the Corporation with the Secretary of State of the State of Delaware on April 23, 2013, and the voting
powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or
restrictions thereof, of the Corporation’s 5.50% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series J, are set forth in
Appendix G hereto and are incorporated herein by reference.
Pursuant to the authority conferred by this Article FOURTH upon the board of directors of the Corporation and authority
delegated by the board of directors to the Securities Issuance Committee, the Securities Issuance Committee created a series of
shares of Preferred Stock designated as 6.375% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series K, by filing a
certificate of designations of the Corporation with the Secretary of State of the State of Delaware on April 24, 2014, and the voting
powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or
restrictions thereof, of the Corporation’s 6.375% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series K, are set forth
in Appendix H hereto and are incorporated herein by reference.
Pursuant to the authority conferred by this Article FOURTH upon the board of directors of the Corporation and authority
delegated by the board of directors to the Securities Issuance Committee, the Securities Issuance Committee created a series of
shares of Preferred Stock designated as 5.70% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series L, by filing a
certificate of designations of the Corporation with
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the Secretary of State of the State of Delaware on April 24, 2014, and the voting powers, designations, preferences and relative,
participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of the Corporation’s 5.70%
Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series L, are set forth in Appendix I hereto and are incorporated herein
by reference.
Pursuant to the authority conferred by this Article FOURTH upon the board of directors of the Corporation and authority
delegated by the board of directors to the Securities Issuance Committee, the Securities Issuance Committee created a series of
shares of Preferred Stock designated as 5.375% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series M, by filing a
certificate of designations of the Corporation with the Secretary of State of the State of Delaware on April 20, 2015, and the voting
powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or
restrictions thereof, of the Corporation’s 5.375% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series M, are set forth
in Appendix J hereto and are incorporated herein by reference.
Pursuant to the authority conferred by this Article FOURTH upon the board of directors of the Corporation and authority
delegated by the board of directors to the Securities Issuance Committee, the Securities Issuance Committee created a series of
shares of Preferred Stock designated as 6.30% Non-Cumulative Preferred Stock, Series N, by filing a certificate of designations of
the Corporation with the Secretary of State of the State of Delaware on February 19, 2016, and the voting powers, designations,
preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of
the Corporation’s 6.30% Non-Cumulative Preferred Stock, Series N, are set forth in Appendix K hereto and are incorporated
herein by reference.
Pursuant to the authority conferred by this Article FOURTH upon the board of directors of the Corporation and authority
delegated by the board of directors to the Securities Issuance Committee, the Securities Issuance Committee created a series of
shares of Preferred Stock designated as 5.30% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series O, by filing a
certificate of designations of the Corporation with the Secretary of State of the State of Delaware on July 26, 2016, and the voting
powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or
restrictions thereof, of the Corporation’s 5.30% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series O, are set forth in
Appendix L hereto and are incorporated herein by reference.
Pursuant to the authority conferred by this Article FOURTH upon the board of directors of the Corporation and authority
delegated by the board of directors to the Securities Issuance Committee, the Securities Issuance Committee created a series of
shares of Preferred Stock designated as 5.00% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series P, by filing a
certificate of designations of the Corporation with the Secretary of State of the State of Delaware on October 27, 2017, and the
voting powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications,
limitations or restrictions thereof, of the Corporation’s 5.00% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series P,
are set forth in Appendix M hereto and are incorporated herein by reference.
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OPTIONS, WARRANTS AND OTHER RIGHTS
The board of directors of the Corporation is authorized to create and issue options, warrants and other rights from time to time
entitling the holders thereof to purchase securities or other property of the Corporation or any other entity, including any class or
series of stock of the Corporation or any other entity and whether or not in connection with the issuance or sale of any securities or
other property of the Corporation, for such consideration (if any), at such times and upon such other terms and conditions as may
be determined or authorized by the board of directors of the Corporation and set forth in one or more agreements or instruments.
Among other things and without limitation, such terms and conditions may provide for the following:
(i) adjusting the number or exercise price of such options, warrants or other rights or the amount or nature of the securities or
other property receivable upon exercise thereof in the event of a subdivision or combination of any securities, or a
recapitalization, of the Corporation, the acquisition by any person of beneficial ownership of securities representing more
than a designated percentage of the voting power of any outstanding series, class or classes of securities, a change in
ownership of the Corporation’s securities or a merger, statutory share exchange, consolidation, reorganization, sale of assets
or other occurrence relating to the Corporation or any of its securities, and restricting the ability of the Corporation to enter
into an agreement with respect to any such transaction absent an assumption by another party or parties thereto of the
obligations of the Corporation under such options, warrants or other rights;
(ii) restricting, precluding or limiting the exercise, transfer or receipt of such options, warrants or other rights by any person
that becomes the beneficial owner of a designated percentage of the voting power of any outstanding series, class or classes
of securities of the Corporation or any direct or indirect transferee of such a person, or invalidating or voiding such options,
warrants or other rights held by any such person or transferee; and
(iii) permitting the board of directors (or certain directors specified or qualified by the terms of the governing instruments of
such options, warrants or other rights) to redeem, terminate or exchange such options, warrants or other rights.
This paragraph shall not be construed in any way to limit the power of the board of directors of the Corporation to create and issue
options, warrants or other rights.
FIFTH. [Reserved]
SIXTH. All corporate powers shall be exercised by the board of directors of the Corporation, except as otherwise specifically
required by law or as otherwise provided in this Restated Certificate of Incorporation. Any meeting of stockholders may be
postponed by action of the board of directors at any time in advance of such meeting. The board of directors of the Corporation
shall have the power to adopt such rules and regulations for the conduct of the meetings and management of the affairs of the
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Corporation as they may deem proper and the power to adjourn any meeting of stockholders without a vote of the stockholders,
which powers may be delegated by the board of directors to the chairman of such meeting either in such rules and regulations or
pursuant to the by-laws of the Corporation.
Special meetings of stockholders of the Corporation may be called at any time by, but only by, the board of directors of the
Corporation or, as and to the extent required by the by-laws of the Corporation, by the Secretary of the Corporation upon the
written request of the holders of record of not less than 25% of the voting power of all outstanding shares of Common Stock of the
Corporation, such voting power to be calculated and determined in the manner specified, and with any limitations as may be set
forth, in the Corporation’s by-laws (the “Requisite Percent”). Each special meeting shall be held at such date, time and place either
within or without the State of Delaware as may be stated in the notice of the meeting.
The board of directors of the Corporation is authorized to adopt, amend or repeal by-laws of the Corporation. No adoption,
amendment or repeal of a by-law by action of stockholders shall be effective unless approved by the affirmative vote of not less
than a majority of shares present in person or represented by proxy at the meeting and entitled to vote on such matter, with all
shares of Common Stock of the Corporation and other stock of the Corporation entitled to vote on such matter considered for this
purpose as a single class; for purposes of this sentence votes cast “for” or “against” and “abstentions” with respect to such matter
shall be counted as shares of stock of the Corporation entitled to vote on such matter, while “broker nonvotes” (or other shares of
stock of the Corporation similarly not entitled to vote) shall not be counted as shares entitled to vote on such matter. Any vote of
stockholders required by this Article SIXTH shall be in addition to any other vote of stockholders that may be required by law,
this Restated Certificate of Incorporation, the by-laws of the Corporation, any agreement with a national securities exchange or
otherwise.
SEVENTH. Elections of directors need not be by written ballot except and to the extent provided in the by-laws of the
Corporation.
EIGHTH. The number of directors of the Corporation shall be fixed only by resolution of the board of directors of the Corporation
from time to time. Each director who is serving as a director on the date of this Restated Certificate of Incorporation shall hold
office until the next annual meeting of stockholders after such date and until his or her successor has been duly elected and
qualified, notwithstanding that such director may have been elected for a term that extended beyond the date of such next annual
meeting of stockholders. At each annual meeting of stockholders after the date of this Restated Certificate of Incorporation,
directors elected at such annual meeting shall hold office until the next annual meeting of stockholders and until their successors
have been duly elected and qualified.
Vacancies and newly created directorships resulting from any increase in the authorized number of directors or from any other
cause (other than vacancies and newly created directorships which the holders of any class or classes of stock or series
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thereof are expressly entitled by this Restated Certificate of Incorporation to fill) shall be filled by, and only by, a majority of the
directors then in office, although less than a quorum, or by the sole remaining director. Any director appointed to fill a vacancy or
a newly created directorship shall hold office until the next annual meeting of stockholders, and until his or her successor is
elected and qualified or until his or her earlier resignation or removal.
Notwithstanding the foregoing, in the event that the holders of any class or series of Preferred Stock of the Corporation shall be
entitled, voting separately as a class, to elect any directors of the Corporation, then the number of directors that may be elected by
such holders voting separately as a class shall be in addition to the number fixed pursuant to a resolution of the board of directors
of the Corporation. Except as otherwise provided in the terms of such class or series, (i) the terms of the directors elected by such
holders voting separately as a class shall expire at the annual meeting of stockholders next succeeding their election and (ii) any
director or directors elected by such holders voting separately as a class may be removed, with or without cause, by the holders of
a majority of the voting power of all outstanding shares of stock of the Corporation entitled to vote separately as a class in an
election of such directors.
NINTH. In taking any action, including action that may involve or relate to a change or potential change in the control of the
Corporation, a director of the Corporation may consider, among other things, both the long-term and short-term interests of the
Corporation and its stockholders and the effects that the Corporation’s actions may have in the short term or long term upon any
one or more of the following matters:
(i) the prospects for potential growth, development, productivity and profitability of the Corporation;
(ii) the Corporation’s current employees;
(iii) the retired former partners of The Goldman Sachs Group, L.P. (“GS Group”) and the Corporation’s employees and other
beneficiaries receiving or entitled to receive retirement, welfare or similar benefits from or pursuant to any plan sponsored,
or agreement entered into, by the Corporation;
(iv) the Corporation’s customers and creditors;
(v) the ability of the Corporation to provide, as a going concern, goods, services, employment opportunities and employment
benefits and otherwise to contribute to the communities in which it does business; and
(vi) such other additional factors as a director may consider appropriate in such circumstances.
Nothing in this Article NINTH shall create any duty owed by any director of the Corporation to any person or entity to consider,
or afford any particular weight to, any of the foregoing matters or to limit his or her consideration to the foregoing matters. No
such employee, retired former partner of GS Group, former employee, beneficiary, customer, creditor or community or member
thereof shall have any rights against any director of the Corporation or the Corporation under this Article NINTH.
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TENTH. From and after the consummation of the initial public offering of the shares of Common Stock of the Corporation, no
action of stockholders of the Corporation required or permitted to be taken at any annual or special meeting of stockholders of the
Corporation may be taken without a meeting of stockholders, without prior notice and without a vote, and the power of
stockholders of the Corporation to consent in writing to the taking of any action without a meeting is specifically denied.
Notwithstanding this Article TENTH, the holders of any series of Preferred Stock of the Corporation shall be entitled to take
action by written consent to such extent, if any, as may be provided in the terms of such series.
ELEVENTH. [Reserved]
TWELFTH. A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director of the Corporation, except to the extent that such exemption from liability or limitation
thereof is not permitted under the Delaware General Corporation Law as currently in effect or as the same may hereafter be
amended.
Pursuant to the Plan of Incorporation of GS Group, dated as of March 8, 1999, as currently in effect or as the same may hereafter
be amended (the “Plan”), the Corporation has the right, but not the obligation, to make special arrangements with any person who
was a partner of GS Group participating in the Plan to ameliorate, in whole or in part, certain significantly disproportionate tax or
other burdens. The board of directors of the Corporation is authorized to cause the Corporation to make such arrangements (which
may include special payments) as the board of directors of the Corporation may, in its sole discretion, deem appropriate to
effectuate the intent of the relevant provision of the Plan and the Corporation and each stockholder of the Corporation shall, to the
fullest extent permitted by law, be deemed to have approved and ratified any such determination and to have waived any claim or
objection on behalf of the Corporation or any such stockholder arising out of the making of such arrangements.
Pursuant to the Plan, the Corporation has the right, but not the obligation, to register with the Securities and Exchange
Commission the resale of certain securities of the Corporation by directors, employees and former directors and employees of the
Corporation and its subsidiaries and affiliates and former partners and employees of GS Group and its subsidiaries and affiliates
and to undertake various actions and to enter into agreements and arrangements in connection therewith (collectively, the
“Registration Arrangements”). The board of directors of the Corporation is authorized to cause the Corporation to undertake such
Registration Arrangements as the board of directors of the Corporation may, in its sole discretion, deem appropriate and the
Corporation and each stockholder of the Corporation shall, to the fullest extent permitted by law, be deemed to have approved and
ratified any such determination and to have waived any claim or objection on behalf of the Corporation or any such stockholder
arising out of the undertaking of such Registration Arrangements.
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The Corporation and each stockholder of the Corporation shall, to the fullest extent permitted by law, be deemed to have approved
and ratified any decision by the board of directors of the Corporation to make the Contribution referred to in Article THIRD,
including the amount thereof (up to the limit specified in Article THIRD) and to have waived any claim or objection on behalf of
the Corporation or any such stockholder arising out of any such decision to make, or the making of, the Contribution.
The authorizations, approvals and ratifications contained in the second, third and fourth paragraphs of this Article TWELFTH
shall not be construed to indicate that any other arrangements or contributions not specifically referred to in such paragraphs are,
by reason of such omission, not within the power and authority of the board of directors of the Corporation or that the
determination of the board of directors of the Corporation with respect thereto should be judged by any legal standard other than
that which would have applied but for the inclusion of the second, third and fourth paragraphs of this Article TWELFTH.
No amendment, modification or repeal of this Article TWELFTH shall adversely affect any right or protection of a director of the
Corporation that exists at the time of such amendment, modification or repeal.
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IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of Incorporation to be signed and attested by its duly
authorized officer on this 24th day of January, 2018.
By: /s/ Gregory K. Palm
Name: Gregory K. Palm
Title: Executive Vice President and General
Counsel
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Appendix A
CERTIFICATE OF DESIGNATIONS
OF
FLOATING RATE NON-CUMULATIVE PREFERRED STOCK, SERIES A
OF
THE GOLDMAN SACHS GROUP, INC.
THE GOLDMAN SACHS GROUP, INC., a corporation organized and existing under the General Corporation Law of the
State of Delaware (the “Corporation”), in accordance with the provisions of Sections 103 and 151 thereof, DOES HEREBY CERTIFY:
The Securities Issuance Committee (the “Committee”) of the board of directors of the Corporation (the “Board of
Directors”), in accordance with the resolutions of the Board of Directors dated April 6, 2005, the provisions of the amended and restated
certificate of incorporation and bylaws of the Corporation and applicable law, by unanimous written consent dated April 18, 2005,
adopted the following resolution creating a series of 50,000 shares of Preferred Stock of the Corporation designated as “Floating Rate
Non-Cumulative Preferred Stock, Series A”.
RESOLVED, that pursuant to the authority vested in the Committee and in accordance with the resolutions of the Board of
Directors dated April 6, 2005, the provisions of the amended and restated certificate of incorporation and bylaws of the Corporation and
applicable law, a series of Preferred Stock, par value $.01 per share, of the Corporation be and hereby is created, and that the
designation and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or
other rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, are as follows:
Section 1. Designation. The distinctive serial designation of such series of Preferred Stock is “Floating Rate
Non-Cumulative Preferred Stock, Series A” (“Series A”). Each share of Series A shall be identical in all respects to every other share of
Series A, except as to the respective dates from which dividends thereon shall accrue, to the extent such dates may differ as permitted
pursuant to Section 4(a) below.
Section 2. Number of Shares. The authorized number of shares of Series A shall be 50,000. Shares of Series A that are
redeemed, purchased or otherwise acquired by the Corporation, or converted into another series of Preferred Stock, shall be cancelled
and shall revert to authorized but unissued shares of Series A.
Section 3. Definitions. As used herein with respect to Series A:
(a) “Board of Directors” means the board of directors of the Corporation.
(b) “ByLaws” means the amended and restated bylaws of the Corporation, as they may be amended from time to time.
(c) “Business Day” means a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is not a day on which
banking institutions in New York City generally are authorized or obligated by law, regulation or executive order to close.
(d) “Calculation Agent” means, at any time, the person or entity appointed by the Corporation and serving as such agent at
such time. The Corporation may terminate any such appointment and may appoint a successor agent at any time and from time to
time, provided that the Corporation shall use its best efforts to ensure that there is, at all relevant times when the Series A is
outstanding, a person or entity appointed and serving as such agent. The Calculation Agent may be a person or entity affiliated
with the Corporation.
(e) “Certificate of Designations” means this Certificate of Designations relating to the Series A, as it may be amended from
time to time.
(f) “Certification of Incorporation” shall mean the amended and restated certificate of incorporation of the Corporation, as it
may be amended from time to time, and shall include this Certificate of Designations.
(g) “Common Stock” means the common stock, par value $0.01 per share, of the Corporation.
(h) “Junior Stock” means the Common Stock and any other class or series of stock of the Corporation (other than Series A)
that ranks junior to Series A either or both as to the payment of dividends and/or as to the distribution of assets on any liquidation,
dissolution or winding up of the Corporation.
(i) “London Business Day” means a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is a day on which
dealings in U.S. dollars are transacted in the London interbank market.
(j) “Moneyline Telerate Page” means the display on Moneyline Telerate, Inc., or any successor service, on the page or pages
specified in Section 4 below or any replacement page or pages on that service.
(k) “Parity Stock” means any class or series of stock of the Corporation (other than Series A) that ranks equally with
Series A both in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the
Corporation.
(l) “Preferred Stock” means any and all series of Preferred Stock, having a par value of $0.01 per share, of the Corporation,
including the Series A.
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(m) “Representative Amount” means, at any time, an amount that, in the Calculation Agent’s judgment, is representative of a
single transaction in the relevant market at the relevant time.
(n) “Voting Preferred Stock” means, with regard to any election or removal of a Preferred Stock Director (as defined in
Section 8(b) below) or any other matter as to which the holders of Series A are entitled to vote as specified in Section 8 of this
Certificate of Designations, any and all series of Preferred Stock (other than Series A) that rank equally with Series A either as to
the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up of the Corporation and
upon which like voting rights have been conferred and are exercisable with respect to such matter.
Section 4. Dividends.
(a) Rate. Holders of Series A shall be entitled to receive, when, as and if declared by the Board of Directors or the
Committee (or another duly authorized committee of the Board of Directors) out of funds legally available for the payment of dividends
under Delaware law, non-cumulative cash dividends at the rate determined as set forth below in this Section (4) applied to the
liquidation preference amount of $25,000 per share of Series A. Such dividends shall be payable quarterly in arrears (as provided below
in this Section 4(a)), but only when, as and if declared by the Board of Directors or the Committee (or another duly authorized
committee of the Board of Directors), on February 10, May 10, August 10 and November 10 (“Dividend Payment Dates”), commencing
on August 10, 2005; provided that if any such Dividend Payment Date would otherwise occur on a day that is not a Business Day, such
Dividend Payment Date shall instead be (and any dividend payable on Series A on such Dividend Payment Date shall instead be
payable on) the immediately succeeding Business Day, unless such immediately succeeding Business Day falls in the next calendar
month, in which case such Dividend Payment Date shall instead be (and any such dividend shall instead be payable on) the immediately
preceding Business Day. Dividends on Series A shall not be cumulative; holders of Series A shall not be entitled to receive any
dividends not declared by the Board of Directors or the Committee (or another duly authorized committee of the Board of Directors)
and no interest, or sum of money in lieu of interest, shall be payable in respect of any dividend not so declared.
Dividends that are payable on Series A on any Dividend Payment Date will be payable to holders of record of Series A as
they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day before such
Dividend Payment Date or such other record date fixed by the Board of Directors or the Committee (or another duly authorized
committee of the Board of Directors) that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a
“Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a
Business Day.
Each dividend period (a “Dividend Period”) shall commence on and include a Dividend Payment Date (other than the initial
Dividend Period, which shall commence
A-3
on and include the date of original issue of the Series A, provided that, for any share of Series A issued after such original issue date,
the initial Dividend Period for such shares may commence on and include such other date as the Board of Directors or the Committee
(or another duly authorized committee of the Board of Directors) shall determine and publicly disclose) and shall end on and include the
calendar day next preceding the next Dividend Payment Date. Dividends payable on the Series A in respect of any Dividend Period
shall be computed by the Calculation Agent on the basis of a 360-day year and the actual number of days elapsed in such Dividend
Period. Dividends payable in respect of a Dividend Period shall be payable in arrears – i.e., on the first Dividend Payment Date after
such Dividend Period.
The dividend rate on the Series A, for each Dividend Period, shall be a rate per annum equal to the greater of (1) 0.75%
above LIBOR (as defined below) for such Dividend Period and (2) 3.75%. LIBOR, with respect to any Dividend Period, means the
offered rate expressed as a percentage per annum for three-month deposits in U.S. dollars on the first day of such Dividend Period, as
that rate appears on Moneyline Telerate Page 3750 as of 11:00 A.M., London time, on the second London Business Day immediately
preceding the first day of such Dividend Period.
If the rate described in the preceding paragraph does not appear on Moneyline Telerate Page 3750, LIBOR shall be
determined on the basis of the rates, at approximately 11:00 A.M., London time, on the second London Business Day immediately
preceding the first day of such Dividend Period, at which deposits of the following kind are offered to prime banks in the London
interbank market by four major banks in that market selected by the Calculation Agent: three-month deposits in U.S. dollars, beginning
on the first day of such Dividend Period, and in a Representative Amount. The Calculation Agent shall request the principal London
office of each of these banks to provide a quotation of its rate at approximately 11:00 A.M., London time. If at least two quotations are
provided, LIBOR for such Dividend Period shall be the arithmetic mean of such quotations.
If fewer than two quotations are provided as described in the preceding paragraph, LIBOR for such Dividend Period shall be
the arithmetic mean of the rates for loans of the following kind to leading European banks quoted, at approximately 11:00 A.M. New
York City time, on the second London Business Day immediately preceding the first day of such Dividend Period, by three major banks
in New York City selected by the Calculation Agent: three-month loans of U.S. dollars, beginning on the first day of such Dividend
Period, and in a Representative Amount.
If fewer than three banks selected by the Calculation Agent are quoting as described in the preceding paragraph, LIBOR for
such Dividend Period shall be LIBOR in effect for the prior Dividend Period.
The Calculation Agent’s determination of any dividend rate, and its calculation of the amount of dividends for any Dividend
Period, will be maintained on file at the Corporation’s principal offices and will be available to any stockholder upon request and will
be final and binding in the absence of manifest error.
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Holders of Series A shall not be entitled to any dividends, whether payable in cash, securities or other property, other than
dividends (if any) declared and payable on the Series A as specified in this Section 4 (subject to the other provisions of this Certificate
of Designations).
(b) Priority of Dividends. So long as any share of Series A remains outstanding, no dividend shall be declared or paid on the
Common Stock or any other shares of Junior Stock (other than a dividend payable solely in Junior Stock), and no Common Stock or
other Junior Stock shall be purchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other
than as a result of a reclassification of Junior Stock for or into other Junior Stock, or the exchange or conversion of one share of Junior
Stock for or into another share of Junior Stock and other than through the use of the proceeds of a substantially contemporaneous sale of
Junior Stock) during a Dividend Period, unless the full dividends for the latest completed Dividend Period on all outstanding shares of
Series A have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside). The foregoing
provision shall not restrict the ability of Goldman, Sachs & Co., or any other affiliate of the Corporation, to engage in any market-
making transactions in Junior Stock in the ordinary course of business.
When dividends are not paid (or declared and a sum sufficient for payment thereof set aside) on any Dividend Payment Date
(or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date
falling within a Dividend Period) in full upon the Series A and any shares of Parity Stock, all dividends declared on the Series A and all
such Parity Stock and payable on such Dividend Payment Date (or, in the case of parity stock having dividend payment dates different
from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment
Date) shall be declared pro rata so that the respective amounts of such dividends shall bear the same ratio to each other as all accrued
but unpaid dividends per share on the Series A and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity
Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the
Dividend Period related to such Dividend Payment Date) bear to each other.
Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board of
Directors or the Committee (or another duly authorized committee of the Board of Directors) may be declared and paid on any
securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and
the Series A shall not be entitled to participate in any such dividends.
Section 5. Liquidation Rights.
(a) Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, holders of Series A shall be entitled to receive, out of the assets of the Corporation or
proceeds thereof (whether capital or surplus) available for distribution to
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stockholders of the Corporation, and after satisfaction of all liabilities and obligations to creditors of the Corporation, before any
distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other stock of the Corporation
ranking junior to the Series A as to such distribution, in full an amount equal to $25,000 per share (the “Series A Liquidation Amount”),
together with an amount equal to all dividends (if any) that have been declared but not paid prior to the date of payment of such
distribution (but without any amount in respect of dividends that have not been declared prior to such payment date).
(b) Partial Payment. If in any distribution described in Section 5(a) above the assets of the Corporation or proceeds thereof
are not sufficient to pay the Liquidation Preferences (as defined below) in full to all holders of Series A and all holders of any stock of
the Corporation ranking equally with the Series A as to such distribution, the amounts paid to the holders of Series A and to the holders
of all such other stock shall be paid pro rata in accordance with the respective aggregate Liquidation Preferences of the holders of
Series A and the holders of all such other stock. In any such distribution, the “Liquidation Preference” of any holder of stock of the
Corporation shall mean the amount otherwise payable to such holder in such distribution (assuming no limitation on the assets of the
Corporation available for such distribution), including an amount equal to any declared but unpaid dividends (and, in the case of any
holder of stock other than Series A and on which dividends accrue on a cumulative basis, an amount equal to any unpaid, accrued,
cumulative dividends, whether or not declared, as applicable).
(c) Residual Distributions. If the Liquidation Preference has been paid in full to all holders of Series A, the holders of other
stock of the Corporation shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according to their
respective rights and preferences.
(d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the merger or consolidation
of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Series A
receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or
substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.
Section 6. Redemption.
(a) Optional Redemption. The Series A may not be redeemed by the Corporation prior to April 25, 2010. On or after
April 25, 2010, the Corporation, at its option, may redeem, in whole at any time or in part from time to time, the shares of Series A at
the time outstanding, upon notice given as provided in Section 6(c) below, at a redemption price equal to $25,000 per share, together
(except as otherwise provided herein below) with an amount equal to any dividends that have been declared but not paid prior to the
redemption date (but with no amount in respect of any dividends that have not been declared prior to such date). The redemption price
for any shares of Series A shall be payable on the redemption date to the holder of such shares against surrender of the
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certificate(s) evidencing such shares to the Corporation or its agent. Any declared but unpaid dividends payable on a redemption date
that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive the
redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such Dividend
Record Date relating to the Dividend Payment Date as provided in Section 4 above.
(b) No Sinking Fund. The Series A will not be subject to any mandatory redemption, sinking fund or other similar
provisions. Holders of Series A will have no right to require redemption of any shares of Series A.
(c) Notice of Redemption. Notice of every redemption of shares of Series A shall be given by first class mail, postage
prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the
Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed
as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice,
but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series A
designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series A.
Notwithstanding the foregoing, if the Series A or any depositary shares representing interests in the Series A are issued in book-entry
form through The Depository Trust Company or any other similar facility, notice of redemption may be given to the holders of Series A
at such time and in any manner permitted by such facility. Each such notice given to a holder shall state: (1) the redemption date; (2) the
number of shares of Series A to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such
shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where certificates for such shares are to be
surrendered for payment of the redemption price.
(d) Partial Redemption. In case of any redemption of only part of the shares of Series A at the time outstanding, the shares
to be redeemed shall be selected either pro rata or in such other manner as the Corporation may determine to be fair and equitable.
Subject to the provisions hereof, the Corporation shall have full power and authority to prescribe the terms and conditions upon which
shares of Series A shall be redeemed from time to time. If fewer than all the shares represented by any certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares without charge to the holder thereof.
(e) Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date
specified in the notice all funds necessary for the redemption have been set aside by the Corporation, separate and apart from its other
funds, in trust for the pro rata benefit of the holders of the shares called for redemption, so as to be and continue to be available therefor,
then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after
the redemption date dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption shall no
longer be deemed
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outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right
of the holders thereof to receive the amount payable on such redemption, without interest. Any funds unclaimed at the end of three
years from the redemption date shall, to the extent permitted by law, be released to the Corporation, after which time the holders of the
shares so called for redemption shall look only to the Corporation for payment of the redemption price of such shares.
Section 7. Conversion Upon Regulatory Changes. If both (i) and (ii) below occur:
(i) after the date of the issuance of the Series A, the Corporation (by election or otherwise) becomes subject to any law, rule,
regulation or guidance (together, “Regulations”) relating to its capital adequacy, which Regulation (x) modifies the existing
requirements for treatment as Allowable Capital (as defined under the Securities and Exchange Commission rules relating to
consolidated supervised entities as in effect from time to time), (y) provides for a type or level of capital characterized as “Tier 1”
or its equivalent pursuant to Regulations of any governmental agency, authority or other body having regulatory jurisdiction over
the Corporation (or any of its subsidiaries or consolidated affiliates) and implementing the capital standards published by the Basel
Committee on Banking Supervision, the Securities and Exchange Commission, the Board of Governors of the Federal Reserve
System or any other United States national governmental agency, authority or other body, or any other applicable regime based on
capital standards published by the Basel Committee on Banking Supervision or its successor, or (z) provides for a type or level of
capital that in the judgment of the Corporation (after consultation with legal counsel of recognized standing) is substantially
equivalent to such “Tier 1” capital (such capital described in either (y) or (z) above is referred to below as “Tier 1 Capital
Equivalent”), and
(ii) the Corporation affirmatively elects to qualify the Series A for treatment as Allowable Capital or Tier 1 Capital
Equivalent without any sublimit or other quantitative restriction on the inclusion of the Series A in Allowable Capital or Tier 1
Capital Equivalent (other than any limitation the Corporation elects to accept and any limitation requiring that common equity or a
specified form of common equity constitute the dominant form of Allowable Capital or Tier 1 Capital Equivalent) under such
Regulations,
then, upon such affirmative election, the Series A shall be convertible at the Corporation’s option into a new series of Preferred Stock
having terms and provisions substantially identical to those of the Series A, except that such new series may have such additional or
modified rights, preferences, privileges and voting powers, and limitations and restrictions thereof, as are necessary in the judgment of
the Board of Directors or the Committee (or another duly authorized committee of the Board of Directors) (after consultation with legal
counsel of recognized standing) to comply with the Required Unrestricted Capital Provisions (as defined below), provided that the
Corporation will not cause any such conversion unless the Board of Directors or the Committee (or another duly authorized committee
of the Board of Directors) determines that the rights, preferences, privileges and
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voting powers, and the qualifications, limitations and restrictions thereof, of such new series of Preferred Stock, taken as a whole, are
not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and the qualifications,
limitations and restrictions thereof, of the Series A, taken as a whole.
As used above, the term “Required Unrestricted Capital Provisions” means such terms and provisions as are, in the judgment
of the Corporation (after consultation with counsel of recognized standing), required for preferred stock to be treated as Allowable
Capital or Tier 1 Capital Equivalent, as applicable, without any sublimit or other quantitative restriction on the inclusion of such
preferred stock in Allowable Capital or Tier 1 Capital Equivalent, as applicable (other than any limitation the Corporation elects to
accept and any limitation requiring that common equity or a specified form of common equity constitute the dominant form of
Allowable Capital or Tier 1 Capital Equivalent) pursuant to the applicable Regulations.
The Corporation shall provide notice to the holders of Series A of any election to qualify the Series A for Allowable Capital
or Tier 1 Capital Equivalent treatment and of any determination to convert the Series A into a new series of Preferred Stock pursuant to
the terms of this Section 7, promptly upon the effectiveness of any such election or determination. A copy of such notice and of the
relevant Regulations shall be maintained on file at the principal offices of the Corporation and, upon request, will be made available to
any stockholder of the Corporation. Any conversion of the Series A pursuant to this Section 7 shall be effected pursuant to such
procedures as the Corporation may determine and publicly disclose.
Except as specified in this Section 7, holders of Series A shares shall have no right to exchange or convert such shares into
any other securities.
Section 8. Voting Rights.
(a) General. The holders of Series A shall not have any voting rights except as set forth below or as otherwise from to time
required by law.
(b) Right To Elect Two Directors Upon Nonpayment Events. If and whenever dividends on any shares of Series A shall
not have been declared and paid for at least six Dividend Periods, whether or not consecutive (a “Nonpayment Event”), the number of
directors then constituting the Board of Directors shall automatically be increased by two and the holders of Series A, together with the
holders of any outstanding shares of Voting Preferred Stock, voting together as a single class, shall be entitled to elect the two
additional directors (the “Preferred Stock Directors”), provided that it shall be a qualification for election for any such Preferred Stock
Director that the election of such director shall not cause the Corporation to violate the corporate governance requirement of the New
York Stock Exchange (or any other securities exchange or other trading facility on which securities of the Corporation may then be
listed or traded) that listed or traded companies must have a majority of independent directors.
In the event that the holders of the Series A, and such other holders of Voting Preferred Stock, shall be entitled to vote for the
election of the Preferred Stock
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Directors following a Nonpayment Event, such directors shall be initially elected following such Nonpayment Event only at a special
meeting called at the request of the holders of record of at least 20% of the Series A or of any other series of Voting Preferred Stock
then outstanding (unless such request for a special meeting is received less than 90 days before the date fixed for the next annual or
special meeting of the stockholders of the Corporation, in which event such election shall be held only at such next annual or special
meeting of stockholders), and at each subsequent annual meeting of stockholders of the Corporation. Such request to call a special
meeting for the initial election of the Preferred Stock Directors after a Nonpayment Event shall be made by written notice, signed by the
requisite holders of Series A or Voting Preferred Stock, and delivered to the Secretary of the Corporation in such manner as provided
for in Section 10 below, or as may otherwise be required by law.
When dividends have been paid (or declared and a sum sufficient for payment thereof set aside) in full on the Series A for at
least four Dividend Periods (whether or not consecutive) after a Nonpayment Event, then the right of the holders of Series A to elect the
Preferred Stock Directors shall cease (but subject always to revesting of such voting rights in the case of any future Nonpayment
Event), and, if and when any rights of holders of Series A and Voting Preferred Stock to elect the Preferred Stock Directors shall have
ceased, the terms of office of all the Preferred Stock Directors shall forthwith terminate and the number of directors constituting the
Board of Directors shall automatically be reduced accordingly.
Any Preferred Stock Director may be removed at any time without cause by the holders of record of a majority of the
outstanding shares of the Series A and Voting Preferred Stock, when they have the voting rights described above (voting together as a
single class). So long as a Nonpayment Event shall continue, any vacancy in the office of a Preferred Stock Director (other than prior to
the initial election of Preferred Stock Directors after a Nonpayment Event) may be filled by the written consent of the Preferred Stock
Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of
the Series A and all Voting Preferred Stock, when they have the voting rights described above (voting together as a single class). Any
such vote of stockholders to remove, or to fill a vacancy in the office of, a Preferred Stock Director may be taken only at a special
meeting of such stockholders, called as provided above for an initial election of Preferred Stock Director after a Nonpayment Event
(unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in
which event such election shall be held at such next annual or special meeting of stockholders). The Preferred Stock Directors shall
each be entitled to one vote per director on any matter that shall come before the Board of Directors for a vote. Each Preferred Stock
Director elected at any special meeting of stockholders or by written consent of the other Preferred Stock Director shall hold office until
the next annual meeting of the stockholders if such office shall not have previously terminated as above provided.
(c) Other Voting Rights. So long as any shares of Series A are outstanding, in addition to any other vote or consent of
stockholders required by law or by the Certificate of Incorporation, the vote or consent of the holders of at least 66 2⁄3% of the
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shares of Series A and any Voting Preferred Stock at the time outstanding and entitled to vote thereon, voting together as a single class,
given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for
effecting or validating:
(i) Authorization of Senior Stock. Any amendment or alteration of the Certificate of Incorporation to authorize or create, or
increase the authorized amount of, any shares of any class or series of capital stock of the Corporation ranking senior to the
Series A with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or
winding up of the Corporation;
(ii) Amendment of Series A. Any amendment, alteration or repeal of any provision of the Certificate of Incorporation so as
to materially and adversely affect the special rights, preferences, privileges or voting powers of the Series A, taken as a whole; or
(iii) Share Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding share exchange or
reclassification involving the Series A, or of a merger or consolidation of the Corporation with another corporation or other entity,
unless in each case (x) the shares of Series A remain outstanding or, in the case of any such merger or consolidation with respect
to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the
surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the
case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole,
as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations
and restrictions thereof, of the Series A immediately prior to such consummation, taken as a whole;
provided, however, that for all purposes of this Section 8(c), any increase in the amount of the authorized or issued Series A or
authorized Preferred Stock, or the creation and issuance, or an increase in the authorized or issued amount, of any other series of
Preferred Stock ranking equally with and/or junior to the Series A with respect to the payment of dividends (whether such dividends are
cumulative or non-cumulative) and/or the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not
be deemed to adversely affect the special rights, preferences, privileges or voting powers of the Series A. In addition, any conversion of
the Series A pursuant to Section 7 above shall not be deemed to adversely affect the rights, preferences, privileges and voting powers of
the Series A.
If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 8(c)
would adversely affect the Series A and one or more but not all other series of Preferred Stock, then only the Series A and such series of
Preferred Stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together as a single class (in lieu
of all other series of Preferred Stock).
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(d) Changes for Clarification. Without the consent of the holders of the Series A, so long as such action does not adversely
affect the special rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of the Series A, the
Corporation may amend, alter, supplement or repeal any terms of the Series A:
(i) to cure any ambiguity, or to cure, correct or supplement any provision contained in this Certificate of Designations that
may be defective or inconsistent; or
(ii) to make any provision with respect to matters or questions arising with respect to the Series A that is not inconsistent
with the provisions of this Certificate of Designations.
(e) Changes after Provision for Redemption. No vote or consent of the holders of Series A shall be required pursuant to
Section 8(b), (c) or (d) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such
Section, all outstanding shares of Series A shall have been redeemed, or shall have been called for redemption upon proper notice and
sufficient funds shall have been set aside for such redemption, in each case pursuant to Section 6 above.
(f) Procedures for Voting and Consents. The rules and procedures for calling and conducting any meeting of the holders of
Series A (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a
meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be
governed by any rules the Board of Directors or the Committee (or another duly authorized committee of the Board of Directors), in its
discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Certificate of
Incorporation, the Bylaws, applicable law and any national securities exchange or other trading facility on which the Series A is listed
or traded at the time. Whether the vote or consent of the holders of a plurality, majority or other portion of the shares of Series A and
any Voting Preferred Stock has been cast or given on any matter on which the holders of shares of Series A are entitled to vote shall be
determined by the Corporation by reference to the specified liquidation amounts of the shares voted or covered by the consent.
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Section 9. Record Holders. To the fullest extent permitted by applicable law, the Corporation and the transfer agent for the
Series A may deem and treat the record holder of any share of Series A as the true and lawful owner thereof for all purposes, and
neither the Corporation nor such transfer agent shall be affected by any notice to the contrary.
Section 10. Notices. All notices or communications in respect of Series A shall be sufficiently given if given in writing and
delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of
Designations, in the Certificate of Incorporation or Bylaws or by applicable law.
Section 11. No Preemptive Rights. No share of Series A shall have any rights of preemption whatsoever as to any securities
of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such
warrants, rights or options, may be designated, issued or granted.
Section 12. Other Rights. The shares of Series A shall not have any voting powers, preferences or relative, participating,
optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of
Incorporation or as provided by applicable law.
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Appendix B
CERTIFICATE OF DESIGNATIONS
OF
6.20% NON-CUMULATIVE PREFERRED STOCK, SERIES B
OF
THE GOLDMAN SACHS GROUP, INC.
THE GOLDMAN SACHS GROUP, INC., a corporation organized and existing under the General Corporation Law of the
State of Delaware (the “Corporation”), in accordance with the provisions of Sections 103 and 151 thereof, DOES HEREBY CERTIFY:
The Securities Issuance Committee (the “Committee”) of the board of directors of the Corporation (the “Board of
Directors”), in accordance with the resolutions of the Board of Directors dated September 16, 2005, the provisions of the amended and
restated certificate of incorporation and bylaws of the Corporation and applicable law, by unanimous written consent dated October 25,
2005, adopted the following resolution creating a series of 50,000 shares of Preferred Stock of the Corporation designated as “6.20%
Non-Cumulative Preferred Stock, Series B”.
RESOLVED, that pursuant to the authority vested in the Committee and in accordance with the resolutions of the Board of
Directors dated September 16, 2005, the provisions of the amended and restated certificate of incorporation and bylaws of the
Corporation and applicable law, a series of Preferred Stock, par value $.01 per share, of the Corporation be and hereby is created, and
that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating,
optional or other rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, are as follows:
Section 1. Designation. The distinctive serial designation of such series of Preferred Stock is “6.20% Non-Cumulative
Preferred Stock, Series B” (“Series B”). Each share of Series B shall be identical in all respects to every other share of Series B, except
as to the respective dates from which dividends thereon shall accrue, to the extent such dates may differ as permitted pursuant to
Section 4(a) below.
Section 2. Number of Shares. The authorized number of shares of Series B shall be 50,000. Shares of Series B that are
redeemed, purchased or otherwise acquired by the Corporation, or converted into another series of Preferred Stock, shall be cancelled
and shall revert to authorized but unissued shares of Series B.
Section 3. Definitions. As used herein with respect to Series B:
(a) “Board of Directors” means the board of directors of the Corporation.
(b) “ByLaws” means the amended and restated bylaws of the Corporation, as they may be amended from time to time.
(c) “Business Day” means a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is not a day on which
banking institutions in New York City generally are authorized or obligated by law, regulation or executive order to close.
(d) “Certificate of Designations” means this Certificate of Designations relating to the Series B, as it may be amended from
time to time.
(e) “Certification of Incorporation” shall mean the amended and restated certificate of incorporation of the Corporation, as it
may be amended from time to time, and shall include this Certificate of Designations.
(f) “Common Stock” means the common stock, par value $0.01 per share, of the Corporation.
(g) “Junior Stock” means the Common Stock and any other class or series of stock of the Corporation (other than Series B)
that ranks junior to Series B either or both as to the payment of dividends and/or as to the distribution of assets on any liquidation,
dissolution or winding up of the Corporation.
(h) “Parity Stock” means any class or series of stock of the Corporation (other than Series B) that ranks equally with Series B
both in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.
(i) “Preferred Stock” means any and all series of Preferred Stock, having a par value of $0.01 per share, of the Corporation,
including the Series B.
(j) “Voting Preferred Stock” means, with regard to any election or removal of a Preferred Stock Director (as defined in
Section 8(b) below) or any other matter as to which the holders of Series B are entitled to vote as specified in Section 8 of this
Certificate of Designations, any and all series of Preferred Stock (other than Series B) that rank equally with Series B either as to
the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up of the Corporation and
upon which like voting rights have been conferred and are exercisable with respect to such matter.
Section 4. Dividends.
(a) Rate. Holders of Series B shall be entitled to receive, when, as and if declared by the Board of Directors or the
Committee (or another duly authorized committee of the Board of Directors) out of funds legally available for the payment of dividends
under Delaware law, non-cumulative cash dividends at a rate per annum of 6.20% applied to the liquidation preference amount of
$25,000 per share of Series B. Such dividends shall be payable quarterly in arrears (as provided below in this Section 4(a)), but
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only when, as and if declared by the Board of Directors or the Committee (or another duly authorized committee of the Board of
Directors), on February 10, May 10, August 10 and November 10 (“Dividend Payment Dates”), commencing on February 10, 2006;
provided that if any such Dividend Payment Date would otherwise occur on a day that is not a Business Day, such Dividend Payment
Date shall instead be (and any dividend payable on Series B on such Dividend Payment Date shall instead be payable on) the
immediately succeeding Business Day. Dividends on Series B shall not be cumulative; holders of Series B shall not be entitled to
receive any dividends not declared by the Board of Directors or the Committee (or another duly authorized committee of the Board of
Directors) and no interest, or sum of money in lieu of interest, shall be payable in respect of any dividend not so declared.
Dividends that are payable on Series B on any Dividend Payment Date will be payable to holders of record of Series B as
they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day before such
Dividend Payment Date or such other record date fixed by the Board of Directors or the Committee (or another duly authorized
committee of the Board of Directors) that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a
“Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a
Business Day.
Each dividend period (a “Dividend Period”) shall commence on and include a Dividend Payment Date (other than the initial
Dividend Period, which shall commence on and include the date of original issue of the Series B, provided that, for any share of
Series B issued after such original issue date, the initial Dividend Period for such shares may commence on and include such other date
as the Board of Directors or the Committee (or another duly authorized committee of the Board of Directors) shall determine and
publicly disclose) and shall end on and include the calendar day next preceding the next Dividend Payment Date. Dividends payable on
the Series B in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
Dividends payable in respect of a Dividend Period shall be payable in arrears – i.e., on the first Dividend Payment Date after such
Dividend Period.
Holders of Series B shall not be entitled to any dividends, whether payable in cash, securities or other property, other than
dividends (if any) declared and payable on the Series B as specified in this Section 4 (subject to the other provisions of this Certificate
of Designations).
(b) Priority of Dividends. So long as any share of Series B remains outstanding, no dividend shall be declared or paid on the
Common Stock or any other shares of Junior Stock (other than a dividend payable solely in Junior Stock), and no Common Stock or
other Junior Stock shall be purchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other
than as a result of a reclassification of Junior Stock for or into other Junior Stock, or the exchange or conversion of one share of Junior
Stock for or into another share of Junior Stock and other than through the use of the proceeds of a substantially contemporaneous sale of
Junior Stock) during a Dividend Period, unless the full dividends for the latest completed
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Dividend Period on all outstanding shares of Series B have been declared and paid (or declared and a sum sufficient for the payment
thereof has been set aside). The foregoing provision shall not restrict the ability of Goldman, Sachs & Co., or any other affiliate of the
Corporation, to engage in any market-making transactions in Junior Stock in the ordinary course of business.
When dividends are not paid (or declared and a sum sufficient for payment thereof set aside) on any Dividend Payment Date
(or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date
falling within a Dividend Period) in full upon the Series B and any shares of Parity Stock, all dividends declared on the Series B and all
such Parity Stock and payable on such Dividend Payment Date (or, in the case of parity stock having dividend payment dates different
from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment
Date) shall be declared pro rata so that the respective amounts of such dividends shall bear the same ratio to each other as all accrued
but unpaid dividends per share on the Series B and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity
Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the
Dividend Period related to such Dividend Payment Date) bear to each other.
Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board of
Directors or the Committee (or another duly authorized committee of the Board of Directors) may be declared and paid on any
securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and
the Series B shall not be entitled to participate in any such dividends.
Section 5. Liquidation Rights.
(a) Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, holders of Series B shall be entitled to receive, out of the assets of the Corporation or
proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Corporation, and after satisfaction of all
liabilities and obligations to creditors of the Corporation, before any distribution of such assets or proceeds is made to or set aside for
the holders of Common Stock and any other stock of the Corporation ranking junior to the Series B as to such distribution, in full an
amount equal to $25,000 per share (the “Series B Liquidation Amount”), together with an amount equal to all dividends (if any) that
have been declared but not paid prior to the date of payment of such distribution (but without any amount in respect of dividends that
have not been declared prior to such payment date).
(b) Partial Payment. If in any distribution described in Section 5(a) above the assets of the Corporation or proceeds thereof
are not sufficient to pay the Liquidation Preferences (as defined below) in full to all holders of Series B and all holders of any stock of
the Corporation ranking equally with the Series B as to such distribution, the amounts paid to the holders of Series B and to the holders
of all such other stock shall
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be paid pro rata in accordance with the respective aggregate Liquidation Preferences of the holders of Series B and the holders of all
such other stock. In any such distribution, the “Liquidation Preference” of any holder of stock of the Corporation shall mean the amount
otherwise payable to such holder in such distribution (assuming no limitation on the assets of the Corporation available for such
distribution), including an amount equal to any declared but unpaid dividends (and, in the case of any holder of stock other than
Series B and on which dividends accrue on a cumulative basis, an amount equal to any unpaid, accrued, cumulative dividends, whether
or not declared, as applicable).
(c) Residual Distributions. If the Liquidation Preference has been paid in full to all holders of Series B, the holders of other
stock of the Corporation shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according to their
respective rights and preferences.
(d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the merger or consolidation
of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Series B
receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or
substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.
Section 6. Redemption.
(a) Optional Redemption. The Series B may not be redeemed by the Corporation prior to October 31, 2010. On or after
October 31, 2010, the Corporation, at its option, may redeem, in whole at any time or in part from time to time, the shares of Series B at
the time outstanding, upon notice given as provided in Section 6(c) below, at a redemption price equal to $25,000 per share, together
(except as otherwise provided herein below) with an amount equal to any dividends that have been declared but not paid prior to the
redemption date (but with no amount in respect of any dividends that have not been declared prior to such date). The redemption price
for any shares of Series B shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s)
evidencing such shares to the Corporation or its agent. Any declared but unpaid dividends payable on a redemption date that occurs
subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive the redemption price on
the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such Dividend Record Date relating to
the Dividend Payment Date as provided in Section 4 above.
(b) No Sinking Fund. The Series B will not be subject to any mandatory redemption, sinking fund or other similar
provisions. Holders of Series B will have no right to require redemption of any shares of Series B.
(c) Notice of Redemption. Notice of every redemption of shares of Series B shall be given by first class mail, postage
prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the
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books of the Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any
notice mailed as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives
such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of
Series B designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series B.
Notwithstanding the foregoing, if the Series B or any depositary shares representing interests in the Series B are issued in book-entry
form through The Depository Trust Company or any other similar facility, notice of redemption may be given to the holders of Series B
at such time and in any manner permitted by such facility. Each such notice given to a holder shall state: (1) the redemption date; (2) the
number of shares of Series B to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such
shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where certificates for such shares are to be
surrendered for payment of the redemption price.
(d) Partial Redemption. In case of any redemption of only part of the shares of Series B at the time outstanding, the shares
to be redeemed shall be selected either pro rata or in such other manner as the Corporation may determine to be fair and equitable.
Subject to the provisions hereof, the Corporation shall have full power and authority to prescribe the terms and conditions upon which
shares of Series B shall be redeemed from time to time. If fewer than all the shares represented by any certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares without charge to the holder thereof.
(e) Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date
specified in the notice all funds necessary for the redemption have been set aside by the Corporation, separate and apart from its other
funds, in trust for the pro rata benefit of the holders of the shares called for redemption, so as to be and continue to be available therefor,
then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after
the redemption date dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption shall no
longer be deemed outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate,
except only the right of the holders thereof to receive the amount payable on such redemption, without interest. Any funds unclaimed at
the end of three years from the redemption date shall, to the extent permitted by law, be released to the Corporation, after which time
the holders of the shares so called for redemption shall look only to the Corporation for payment of the redemption price of such shares.
Section 7. Conversion Upon Regulatory Changes. If both (i) and (ii) below occur:
(i) after the date of the issuance of the Series B, the Corporation (by election or otherwise) becomes subject to any law, rule,
regulation or guidance (together, “Regulations”) relating to its capital adequacy, which Regulation (x) modifies the existing
requirements for treatment as Allowable Capital (as defined
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under the Securities and Exchange Commission rules relating to consolidated supervised entities as in effect from time to time),
(y) provides for a type or level of capital characterized as “Tier 1” or its equivalent pursuant to Regulations of any governmental
agency, authority or other body having regulatory jurisdiction over the Corporation (or any of its subsidiaries or consolidated
affiliates) and implementing the capital standards published by the Basel Committee on Banking Supervision, the Securities and
Exchange Commission, the Board of Governors of the Federal Reserve System or any other United States national governmental
agency, authority or other body, or any other applicable regime based on capital standards published by the Basel Committee on
Banking Supervision or its successor, or (z) provides for a type or level of capital that in the judgment of the Corporation (after
consultation with legal counsel of recognized standing) is substantially equivalent to such “Tier 1” capital (such capital described
in either (y) or (z) above is referred to below as “Tier 1 Capital Equivalent”), and
(ii) the Corporation affirmatively elects to qualify the Series B for treatment as Allowable Capital or Tier 1 Capital
Equivalent without any sublimit or other quantitative restriction on the inclusion of the Series B in Allowable Capital or Tier 1
Capital Equivalent (other than any limitation the Corporation elects to accept and any limitation requiring that common equity or a
specified form of common equity constitute the dominant form of Allowable Capital or Tier 1 Capital Equivalent) under such
Regulations,
then, upon such affirmative election, the Series B shall be convertible at the Corporation’s option into a new series of Preferred Stock
having terms and provisions substantially identical to those of the Series B, except that such new series may have such additional or
modified rights, preferences, privileges and voting powers, and limitations and restrictions thereof, as are necessary in the judgment of
the Board of Directors or the Committee (or another duly authorized committee of the Board of Directors) (after consultation with legal
counsel of recognized standing) to comply with the Required Unrestricted Capital Provisions (as defined below), provided that the
Corporation will not cause any such conversion unless the Board of Directors or the Committee (or another duly authorized committee
of the Board of Directors) determines that the rights, preferences, privileges and voting powers, and the qualifications, limitations and
restrictions thereof, of such new series of Preferred Stock, taken as a whole, are not materially less favorable to the holders thereof than
the rights, preferences, privileges and voting powers, and the qualifications, limitations and restrictions thereof, of the Series B, taken as
a whole.
As used above, the term “Required Unrestricted Capital Provisions” means such terms and provisions as are, in the judgment
of the Corporation (after consultation with counsel of recognized standing), required for preferred stock to be treated as Allowable
Capital or Tier 1 Capital Equivalent, as applicable, without any sublimit or other quantitative restriction on the inclusion of such
preferred stock in Allowable Capital or Tier 1 Capital Equivalent, as applicable (other than any limitation the Corporation elects to
accept and any limitation requiring that common equity or a specified form of common equity constitute the dominant form of
Allowable Capital or Tier 1 Capital Equivalent) pursuant to the applicable Regulations.
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The Corporation shall provide notice to the holders of Series B of any election to qualify the Series B for Allowable Capital
or Tier 1 Capital Equivalent treatment and of any determination to convert the Series B into a new series of Preferred Stock pursuant to
the terms of this Section 7, promptly upon the effectiveness of any such election or determination. A copy of such notice and of the
relevant Regulations shall be maintained on file at the principal offices of the Corporation and, upon request, will be made available to
any stockholder of the Corporation. Any conversion of the Series B pursuant to this Section 7 shall be effected pursuant to such
procedures as the Corporation may determine and publicly disclose.
Except as specified in this Section 7, holders of Series B shares shall have no right to exchange or convert such shares into
any other securities.
Section 8. Voting Rights.
(a) General. The holders of Series B shall not have any voting rights except as set forth below or as otherwise from to time
required by law.
(b) Right To Elect Two Directors Upon Nonpayment Events. If and whenever dividends on any shares of Series B shall
not have been declared and paid for at least six Dividend Periods, whether or not consecutive (a “Nonpayment Event”), the number of
directors then constituting the Board of Directors shall automatically be increased by two and the holders of Series B, together with the
holders of any outstanding shares of Voting Preferred Stock, voting together as a single class, shall be entitled to elect the two
additional directors (the “Preferred Stock Directors”), provided that it shall be a qualification for election for any such Preferred Stock
Director that the election of such director shall not cause the Corporation to violate the corporate governance requirement of the New
York Stock Exchange (or any other securities exchange or other trading facility on which securities of the Corporation may then be
listed or traded) that listed or traded companies must have a majority of independent directors and provided further that the Board of
Directors shall at no time include more than two Preferred Stock Directors (including, for purposes of this limitation, all directors that
the holders of any series of Voting Preferred Stock are entitled to elect pursuant to like voting rights).
In the event that the holders of the Series B, and such other holders of Voting Preferred Stock, shall be entitled to vote for the
election of the Preferred Stock Directors following a Nonpayment Event, such directors shall be initially elected following such
Nonpayment Event only at a special meeting called at the request of the holders of record of at least 20% of the Series B or of any other
series of Voting Preferred Stock then outstanding (unless such request for a special meeting is received less than 90 days before the date
fixed for the next annual or special meeting of the stockholders of the Corporation, in which event such election shall be held only at
such next annual or special meeting of stockholders), and at each subsequent annual meeting of stockholders of the Corporation. Such
request to call a special meeting for the initial election of the Preferred Stock Directors after a Nonpayment Event shall be made by
written notice, signed by the requisite holders of Series B or Voting Preferred Stock, and delivered to the Secretary of the Corporation
in such manner as provided for in Section 10 below, or as may otherwise be required by law.
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When dividends have been paid (or declared and a sum sufficient for payment thereof set aside) in full on the Series B for at
least four Dividend Periods (whether or not consecutive) after a Nonpayment Event, then the right of the holders of Series B to elect the
Preferred Stock Directors shall cease (but subject always to revesting of such voting rights in the case of any future Nonpayment
Event), and, if and when any rights of holders of Series B and Voting Preferred Stock to elect the Preferred Stock Directors shall have
ceased, the terms of office of all the Preferred Stock Directors shall forthwith terminate and the number of directors constituting the
Board of Directors shall automatically be reduced accordingly.
Any Preferred Stock Director may be removed at any time without cause by the holders of record of a majority of the
outstanding shares of the Series B and Voting Preferred Stock, when they have the voting rights described above (voting together as a
single class). So long as a Nonpayment Event shall continue, any vacancy in the office of a Preferred Stock Director (other than prior to
the initial election of Preferred Stock Directors after a Nonpayment Event) may be filled by the written consent of the Preferred Stock
Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of
the Series B and all Voting Preferred Stock, when they have the voting rights described above (voting together as a single class). Any
such vote of stockholders to remove, or to fill a vacancy in the office of, a Preferred Stock Director may be taken only at a special
meeting of such stockholders, called as provided above for an initial election of Preferred Stock Director after a Nonpayment Event
(unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in
which event such election shall be held at such next annual or special meeting of stockholders). The Preferred Stock Directors shall
each be entitled to one vote per director on any matter that shall come before the Board of Directors for a vote. Each Preferred Stock
Director elected at any special meeting of stockholders or by written consent of the other Preferred Stock Director shall hold office until
the next annual meeting of the stockholders if such office shall not have previously terminated as above provided.
(c) Other Voting Rights. So long as any shares of Series B are outstanding, in addition to any other vote or consent of
stockholders required by law or by the Certificate of Incorporation, the vote or consent of the holders of at least 66 2⁄3% of the shares of
Series B and any Voting Preferred Stock at the time outstanding and entitled to vote thereon, voting together as a single class, given in
person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting
or validating:
(i) Authorization of Senior Stock. Any amendment or alteration of the Certificate of Incorporation to authorize or create, or
increase the authorized amount of, any shares of any class or series of capital stock of the Corporation ranking senior to the
Series B with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or
winding up of the Corporation;
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(ii) Amendment of Series B. Any amendment, alteration or repeal of any provision of the Certificate of Incorporation so as
to materially and adversely affect the special rights, preferences, privileges or voting powers of the Series B, taken as a whole; or
(iii) Share Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding share exchange or
reclassification involving the Series B, or of a merger or consolidation of the Corporation with another corporation or other entity,
unless in each case (x) the shares of Series B remain outstanding or, in the case of any such merger or consolidation with respect
to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the
surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the
case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole,
as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations
and restrictions thereof, of the Series B immediately prior to such consummation, taken as a whole;
provided, however, that for all purposes of this Section 8(c), any increase in the amount of the authorized or issued Series B or
authorized Preferred Stock, or the creation and issuance, or an increase in the authorized or issued amount, of any other series of
Preferred Stock ranking equally with and/or junior to the Series B with respect to the payment of dividends (whether such dividends are
cumulative or non-cumulative) and/or the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not
be deemed to adversely affect the rights, preferences, privileges or voting powers of the Series B. In addition, any conversion of the
Series B pursuant to Section 7 above shall not be deemed to adversely affect the rights, preferences, privileges and voting powers of the
Series B.
If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 8(c)
would adversely affect the Series B and one or more but not all other series of Preferred Stock, then only the Series B and such series of
Preferred Stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together as a single class (in lieu
of all other series of Preferred Stock).
(d) Changes for Clarification. Without the consent of the holders of the Series B, so long as such action does not adversely
affect the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of the Series B, the Corporation may
amend, alter, supplement or repeal any terms of the Series B:
(i) to cure any ambiguity, or to cure, correct or supplement any provision contained in this Certificate of Designations that
may be defective or inconsistent; or
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(ii) to make any provision with respect to matters or questions arising with respect to the Series B that is not inconsistent
with the provisions of this Certificate of Designations.
(e) Changes after Provision for Redemption. No vote or consent of the holders of Series B shall be required pursuant to
Section 8(b), (c) or (d) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such
Section, all outstanding shares of Series B shall have been redeemed, or shall have been called for redemption upon proper notice and
sufficient funds shall have been set aside for such redemption, in each case pursuant to Section 6 above.
(f) Procedures for Voting and Consents. The rules and procedures for calling and conducting any meeting of the holders of
Series B (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a
meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be
governed by any rules the Board of Directors or the Committee (or another duly authorized committee of the Board of Directors), in its
discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Certificate of
Incorporation, the Bylaws, applicable law and any national securities exchange or other trading facility on which the Series B is listed
or traded at the time. Whether the vote or consent of the holders of a plurality, majority or other portion of the shares of Series B and
any Voting Preferred Stock has been cast or given on any matter on which the holders of shares of Series B are entitled to vote shall be
determined by the Corporation by reference to the specified liquidation amounts of the shares voted or covered by the consent.
Section 9. Record Holders. To the fullest extent permitted by applicable law, the Corporation and the transfer agent for the
Series B may deem and treat the record holder of any share of Series B as the true and lawful owner thereof for all purposes, and neither
the Corporation nor such transfer agent shall be affected by any notice to the contrary.
Section 10. Notices. All notices or communications in respect of Series B shall be sufficiently given if given in writing and
delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of
Designations, in the Certificate of Incorporation or Bylaws or by applicable law.
Section 11. No Preemptive Rights. No share of Series B shall have any rights of preemption whatsoever as to any securities
of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such
warrants, rights or options, may be designated, issued or granted.
Section 12. Other Rights. The shares of Series B shall not have any voting powers, preferences or relative, participating,
optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of
Incorporation or as provided by applicable law.
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Appendix C
CERTIFICATE OF DESIGNATIONS
OF
FLOATING RATE NON-CUMULATIVE PREFERRED STOCK, SERIES C
OF
THE GOLDMAN SACHS GROUP, INC.
THE GOLDMAN SACHS GROUP, INC., a corporation organized and existing under the General Corporation Law of the
State of Delaware (the “Corporation”), in accordance with the provisions of Sections 103 and 151 thereof, DOES HEREBY CERTIFY:
The Securities Issuance Committee (the “Committee”) of the board of directors of the Corporation (the “Board of
Directors”), in accordance with the resolutions of the Board of Directors dated September 16, 2005, the provisions of the amended and
restated certificate of incorporation and bylaws of the Corporation and applicable law, by unanimous written consent dated October 25,
2005, adopted the following resolution creating a series of 25,000 shares of Preferred Stock of the Corporation designated as “Floating
Rate Non-Cumulative Preferred Stock, Series C”.
RESOLVED, that pursuant to the authority vested in the Committee and in accordance with the resolutions of the Board of
Directors dated September 16, 2005, the provisions of the amended and restated certificate of incorporation and bylaws of the
Corporation and applicable law, a series of Preferred Stock, par value $.01 per share, of the Corporation be and hereby is created, and
that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating,
optional or other rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, are as follows:
Section 1. Designation. The distinctive serial designation of such series of Preferred Stock is “Floating Rate Non-Cumulative
Preferred Stock, Series C” (“Series C”). Each share of Series C shall be identical in all respects to every other share of Series C, except
as to the respective dates from which dividends thereon shall accrue, to the extent such dates may differ as permitted pursuant to
Section 4(a) below.
Section 2. Number of Shares. The authorized number of shares of Series C shall be 25,000. Shares of Series C that are
redeemed, purchased or otherwise acquired by the Corporation, or converted into another series of Preferred Stock, shall be cancelled
and shall revert to authorized but unissued shares of Series C.
Section 3. Definitions. As used herein with respect to Series C:
(a) “Board of Directors” means the board of directors of the Corporation.
(b) “ByLaws” means the amended and restated bylaws of the Corporation, as they may be amended from time to time.
(c) “Business Day” means a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is not a day on which
banking institutions in New York City generally are authorized or obligated by law, regulation or executive order to close.
(d) “Calculation Agent” means, at any time, the person or entity appointed by the Corporation and serving as such agent at
such time. The Corporation may terminate any such appointment and may appoint a successor agent at any time and from time to
time, provided that the Corporation shall use its best efforts to ensure that there is, at all relevant times when the Series C is
outstanding, a person or entity appointed and serving as such agent. The Calculation Agent may be a person or entity affiliated
with the Corporation.
(e) “Certificate of Designations” means this Certificate of Designations relating to the Series C, as it may be amended from
time to time.
(f) “Certification of Incorporation” shall mean the amended and restated certificate of incorporation of the Corporation, as it
may be amended from time to time, and shall include this Certificate of Designations.
(g) “Common Stock” means the common stock, par value $0.01 per share, of the Corporation.
(h) “Junior Stock” means the Common Stock and any other class or series of stock of the Corporation (other than Series C)
that ranks junior to Series C either or both as to the payment of dividends and/or as to the distribution of assets on any liquidation,
dissolution or winding up of the Corporation.
(i) “London Business Day” means a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is a day on which
dealings in U.S. dollars are transacted in the London interbank market.
(j) “Moneyline Telerate Page” means the display on Moneyline Telerate, Inc., or any successor service, on the page or pages
specified in Section 4 below or any replacement page or pages on that service.
(k) “Parity Stock” means any class or series of stock of the Corporation (other than Series C) that ranks equally with Series C
both in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.
(l) “Preferred Stock” means any and all series of Preferred Stock, having a par value of $0.01 per share, of the Corporation,
including the Series C.
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(m) “Representative Amount” means, at any time, an amount that, in the Calculation Agent’s judgment, is representative of a
single transaction in the relevant market at the relevant time.
(n) “Voting Preferred Stock” means, with regard to any election or removal of a Preferred Stock Director (as defined in
Section 8(b) below) or any other matter as to which the holders of Series C are entitled to vote as specified in Section 8 of this
Certificate of Designations, any and all series of Preferred Stock (other than Series C) that rank equally with Series C either as to
the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up of the Corporation and
upon which like voting rights have been conferred and are exercisable with respect to such matter.
Section 4. Dividends.
(a) Rate. Holders of Series C shall be entitled to receive, when, as and if declared by the Board of Directors or the
Committee (or another duly authorized committee of the Board of Directors) out of funds legally available for the payment of dividends
under Delaware law, non-cumulative cash dividends at the rate determined as set forth below in this Section (4) applied to the
liquidation preference amount of $25,000 per share of Series C. Such dividends shall be payable quarterly in arrears (as provided below
in this Section 4(a)), but only when, as and if declared by the Board of Directors or the Committee (or another duly authorized
committee of the Board of Directors), on February 10, May 10, August 10 and November 10 (“Dividend Payment Dates”), commencing
on February 10, 2006; provided that if any such Dividend Payment Date would otherwise occur on a day that is not a Business Day,
such Dividend Payment Date shall instead be (and any dividend payable on Series C on such Dividend Payment Date shall instead be
payable on) the immediately succeeding Business Day, unless such immediately succeeding Business Day falls in the next calendar
month, in which case such Dividend Payment Date shall instead be (and any such dividend shall instead be payable on) the immediately
preceding Business Day. Dividends on Series C shall not be cumulative; holders of Series C shall not be entitled to receive any
dividends not declared by the Board of Directors or the Committee (or another duly authorized committee of the Board of Directors)
and no interest, or sum of money in lieu of interest, shall be payable in respect of any dividend not so declared.
Dividends that are payable on Series C on any Dividend Payment Date will be payable to holders of record of Series C as
they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day before such
Dividend Payment Date or such other record date fixed by the Board of Directors or the Committee (or another duly authorized
committee of the Board of Directors) that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a
“Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a
Business Day.
Each dividend period (a “Dividend Period”) shall commence on and include a Dividend Payment Date (other than the initial
Dividend Period, which shall commence
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on and include the date of original issue of the Series C, provided that, for any share of Series C issued after such original issue date, the
initial Dividend Period for such shares may commence on and include such other date as the Board of Directors or the Committee (or
another duly authorized committee of the Board of Directors) shall determine and publicly disclose) and shall end on and include the
calendar day next preceding the next Dividend Payment Date. Dividends payable on the Series C in respect of any Dividend Period
shall be computed by the Calculation Agent on the basis of a 360-day year and the actual number of days elapsed in such Dividend
Period. Dividends payable in respect of a Dividend Period shall be payable in arrears – i.e., on the first Dividend Payment Date after
such Dividend Period.
The dividend rate on the Series C, for each Dividend Period, shall be a rate per annum equal to the greater of (1) 0.75%
above LIBOR (as defined below) for such Dividend Period and (2) 4.00%. LIBOR, with respect to any Dividend Period, means the
offered rate expressed as a percentage per annum for three-month deposits in U.S. dollars on the first day of such Dividend Period, as
that rate appears on Moneyline Telerate Page 3750 as of 11:00 A.M., London time, on the second London Business Day immediately
preceding the first day of such Dividend Period.
If the rate described in the preceding paragraph does not appear on Moneyline Telerate Page 3750, LIBOR shall be
determined on the basis of the rates, at approximately 11:00 A.M., London time, on the second London Business Day immediately
preceding the first day of such Dividend Period, at which deposits of the following kind are offered to prime banks in the London
interbank market by four major banks in that market selected by the Calculation Agent: three-month deposits in U.S. dollars, beginning
on the first day of such Dividend Period, and in a Representative Amount. The Calculation Agent shall request the principal London
office of each of these banks to provide a quotation of its rate at approximately 11:00 A.M., London time. If at least two quotations are
provided, LIBOR for such Dividend Period shall be the arithmetic mean of such quotations.
If fewer than two quotations are provided as described in the preceding paragraph, LIBOR for such Dividend Period shall be
the arithmetic mean of the rates for loans of the following kind to leading European banks quoted, at approximately 11:00 A.M. New
York City time, on the second London Business Day immediately preceding the first day of such Dividend Period, by three major banks
in New York City selected by the Calculation Agent: three-month loans of U.S. dollars, beginning on the first day of such Dividend
Period, and in a Representative Amount.
If fewer than three banks selected by the Calculation Agent are quoting as described in the preceding paragraph, LIBOR for
such Dividend Period shall be LIBOR in effect for the prior Dividend Period.
The Calculation Agent’s determination of any dividend rate, and its calculation of the amount of dividends for any Dividend
Period, will be maintained on file at the Corporation’s principal offices and will be available to any stockholder upon request and will
be final and binding in the absence of manifest error.
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Holders of Series C shall not be entitled to any dividends, whether payable in cash, securities or other property, other than
dividends (if any) declared and payable on the Series C as specified in this Section 4 (subject to the other provisions of this Certificate
of Designations).
(b) Priority of Dividends. So long as any share of Series C remains outstanding, no dividend shall be declared or paid on the
Common Stock or any other shares of Junior Stock (other than a dividend payable solely in Junior Stock), and no Common Stock or
other Junior Stock shall be purchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other
than as a result of a reclassification of Junior Stock for or into other Junior Stock, or the exchange or conversion of one share of Junior
Stock for or into another share of Junior Stock and other than through the use of the proceeds of a substantially contemporaneous sale of
Junior Stock) during a Dividend Period, unless the full dividends for the latest completed Dividend Period on all outstanding shares of
Series C have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside). The foregoing
provision shall not restrict the ability of Goldman, Sachs & Co., or any other affiliate of the Corporation, to engage in any market-
making transactions in Junior Stock in the ordinary course of business.
When dividends are not paid (or declared and a sum sufficient for payment thereof set aside) on any Dividend Payment Date
(or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date
falling within a Dividend Period) in full upon the Series C and any shares of Parity Stock, all dividends declared on the Series C and all
such Parity Stock and payable on such Dividend Payment Date (or, in the case of parity stock having dividend payment dates different
from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment
Date) shall be declared pro rata so that the respective amounts of such dividends shall bear the same ratio to each other as all accrued
but unpaid dividends per share on the Series C and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity
Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the
Dividend Period related to such Dividend Payment Date) bear to each other.
Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board of
Directors or the Committee (or another duly authorized committee of the Board of Directors) may be declared and paid on any
securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and
the Series C shall not be entitled to participate in any such dividends.
Section 5. Liquidation Rights.
(a) Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, holders of Series C shall be entitled to receive, out of the assets of the Corporation or
proceeds thereof (whether capital or surplus) available for distribution to
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stockholders of the Corporation, and after satisfaction of all liabilities and obligations to creditors of the Corporation, before any
distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other stock of the Corporation
ranking junior to the Series C as to such distribution, in full an amount equal to $25,000 per share (the “Series C Liquidation Amount”),
together with an amount equal to all dividends (if any) that have been declared but not paid prior to the date of payment of such
distribution (but without any amount in respect of dividends that have not been declared prior to such payment date).
(b) Partial Payment. If in any distribution described in Section 5(a) above the assets of the Corporation or proceeds thereof
are not sufficient to pay the Liquidation Preferences (as defined below) in full to all holders of Series C and all holders of any stock of
the Corporation ranking equally with the Series C as to such distribution, the amounts paid to the holders of Series C and to the holders
of all such other stock shall be paid pro rata in accordance with the respective aggregate Liquidation Preferences of the holders of Series
C and the holders of all such other stock. In any such distribution, the “Liquidation Preference” of any holder of stock of the
Corporation shall mean the amount otherwise payable to such holder in such distribution (assuming no limitation on the assets of the
Corporation available for such distribution), including an amount equal to any declared but unpaid dividends (and, in the case of any
holder of stock other than Series C and on which dividends accrue on a cumulative basis, an amount equal to any unpaid, accrued,
cumulative dividends, whether or not declared, as applicable).
(c) Residual Distributions. If the Liquidation Preference has been paid in full to all holders of Series C, the holders of other
stock of the Corporation shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according to their
respective rights and preferences.
(d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the merger or consolidation
of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Series C
receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or
substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.
Section 6. Redemption.
(a) Optional Redemption. The Series C may not be redeemed by the Corporation prior to October 31, 2010. On or after
October 31, 2010, the Corporation, at its option, may redeem, in whole at any time or in part from time to time, the shares of Series C at
the time outstanding, upon notice given as provided in Section 6(c) below, at a redemption price equal to $25,000 per share, together
(except as otherwise provided herein below) with an amount equal to any dividends that have been declared but not paid prior to the
redemption date (but with no amount in respect of any dividends that have not been declared prior to such date). The redemption price
for any shares of Series C shall be payable on the redemption date to the holder of such shares against surrender of the
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certificate(s) evidencing such shares to the Corporation or its agent. Any declared but unpaid dividends payable on a redemption date
that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive the
redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such Dividend
Record Date relating to the Dividend Payment Date as provided in Section 4 above.
(b) No Sinking Fund. The Series C will not be subject to any mandatory redemption, sinking fund or other similar
provisions. Holders of Series C will have no right to require redemption of any shares of Series C.
(c) Notice of Redemption. Notice of every redemption of shares of Series C shall be given by first class mail, postage
prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the
Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed
as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice,
but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series C
designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series C.
Notwithstanding the foregoing, if the Series C or any depositary shares representing interests in the Series C are issued in book-entry
form through The Depository Trust Company or any other similar facility, notice of redemption may be given to the holders of Series C
at such time and in any manner permitted by such facility. Each such notice given to a holder shall state: (1) the redemption date; (2) the
number of shares of Series C to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such
shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where certificates for such shares are to be
surrendered for payment of the redemption price.
(d) Partial Redemption. In case of any redemption of only part of the shares of Series C at the time outstanding, the shares
to be redeemed shall be selected either pro rata or in such other manner as the Corporation may determine to be fair and equitable.
Subject to the provisions hereof, the Corporation shall have full power and authority to prescribe the terms and conditions upon which
shares of Series C shall be redeemed from time to time. If fewer than all the shares represented by any certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares without charge to the holder thereof.
(e) Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date
specified in the notice all funds necessary for the redemption have been set aside by the Corporation, separate and apart from its other
funds, in trust for the pro rata benefit of the holders of the shares called for redemption, so as to be and continue to be available therefor,
then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after
the redemption date dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption shall no
longer be deemed
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outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right
of the holders thereof to receive the amount payable on such redemption, without interest. Any funds unclaimed at the end of three
years from the redemption date shall, to the extent permitted by law, be released to the Corporation, after which time the holders of the
shares so called for redemption shall look only to the Corporation for payment of the redemption price of such shares.
Section 7. Conversion Upon Regulatory Changes. If both (i) and (ii) below occur:
(i) after the date of the issuance of the Series C, the Corporation (by election or otherwise) becomes subject to any law, rule,
regulation or guidance (together, “Regulations”) relating to its capital adequacy, which Regulation (x) modifies the existing
requirements for treatment as Allowable Capital (as defined under the Securities and Exchange Commission rules relating to
consolidated supervised entities as in effect from time to time), (y) provides for a type or level of capital characterized as “Tier 1”
or its equivalent pursuant to Regulations of any governmental agency, authority or other body having regulatory jurisdiction over
the Corporation (or any of its subsidiaries or consolidated affiliates) and implementing the capital standards published by the Basel
Committee on Banking Supervision, the Securities and Exchange Commission, the Board of Governors of the Federal Reserve
System or any other United States national governmental agency, authority or other body, or any other applicable regime based on
capital standards published by the Basel Committee on Banking Supervision or its successor, or (z) provides for a type or level of
capital that in the judgment of the Corporation (after consultation with legal counsel of recognized standing) is substantially
equivalent to such “Tier 1” capital (such capital described in either (y) or (z) above is referred to below as “Tier 1 Capital
Equivalent”), and
(ii) the Corporation affirmatively elects to qualify the Series C for treatment as Allowable Capital or Tier 1 Capital
Equivalent without any sublimit or other quantitative restriction on the inclusion of the Series C in Allowable Capital or Tier 1
Capital Equivalent (other than any limitation the Corporation elects to accept and any limitation requiring that common equity or a
specified form of common equity constitute the dominant form of Allowable Capital or Tier 1 Capital Equivalent) under such
Regulations,
then, upon such affirmative election, the Series C shall be convertible at the Corporation’s option into a new series of Preferred Stock
having terms and provisions substantially identical to those of the Series C, except that such new series may have such additional or
modified rights, preferences, privileges and voting powers, and limitations and restrictions thereof, as are necessary in the judgment of
the Board of Directors or the Committee (or another duly authorized committee of the Board of Directors) (after consultation with legal
counsel of recognized standing) to comply with the Required Unrestricted Capital Provisions (as defined below), provided that the
Corporation will not cause any such conversion unless the Board of Directors or the Committee (or another duly authorized committee
of the Board of Directors) determines that the rights, preferences, privileges and
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voting powers, and the qualifications, limitations and restrictions thereof, of such new series of Preferred Stock, taken as a whole, are
not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and the qualifications,
limitations and restrictions thereof, of the Series C, taken as a whole.
As used above, the term “Required Unrestricted Capital Provisions” means such terms and provisions as are, in the judgment
of the Corporation (after consultation with counsel of recognized standing), required for preferred stock to be treated as Allowable
Capital or Tier 1 Capital Equivalent, as applicable, without any sublimit or other quantitative restriction on the inclusion of such
preferred stock in Allowable Capital or Tier 1 Capital Equivalent, as applicable (other than any limitation the Corporation elects to
accept and any limitation requiring that common equity or a specified form of common equity constitute the dominant form of
Allowable Capital or Tier 1 Capital Equivalent) pursuant to the applicable Regulations.
The Corporation shall provide notice to the holders of Series C of any election to qualify the Series C for Allowable Capital
or Tier 1 Capital Equivalent treatment and of any determination to convert the Series C into a new series of Preferred Stock pursuant to
the terms of this Section 7, promptly upon the effectiveness of any such election or determination. A copy of such notice and of the
relevant Regulations shall be maintained on file at the principal offices of the Corporation and, upon request, will be made available to
any stockholder of the Corporation. Any conversion of the Series C pursuant to this Section 7 shall be effected pursuant to such
procedures as the Corporation may determine and publicly disclose.
Except as specified in this Section 7, holders of Series C shares shall have no right to exchange or convert such shares into
any other securities.
Section 8. Voting Rights.
(a) General. The holders of Series C shall not have any voting rights except as set forth below or as otherwise from to time
required by law.
(b) Right To Elect Two Directors Upon Nonpayment Events. If and whenever dividends on any shares of Series C shall
not have been declared and paid for at least six Dividend Periods, whether or not consecutive (a “Nonpayment Event”), the number of
directors then constituting the Board of Directors shall automatically be increased by two and the holders of Series C, together with the
holders of any outstanding shares of Voting Preferred Stock, voting together as a single class, shall be entitled to elect the two
additional directors (the “Preferred Stock Directors”), provided that it shall be a qualification for election for any such Preferred Stock
Director that the election of such director shall not cause the Corporation to violate the corporate governance requirement of the New
York Stock Exchange (or any other securities exchange or other trading facility on which securities of the Corporation may then be
listed or traded) that listed or traded companies must have a majority of independent directors and provided further that the Board of
Directors shall at no time include more than two Preferred Stock Directors (including, for purposes of this limitation, all directors that
the holders of any series of Voting Preferred Stock are entitled to elect pursuant to like voting rights).
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In the event that the holders of the Series C, and such other holders of Voting Preferred Stock, shall be entitled to vote for the
election of the Preferred Stock Directors following a Nonpayment Event, such directors shall be initially elected following such
Nonpayment Event only at a special meeting called at the request of the holders of record of at least 20% of the Series C or of any other
series of Voting Preferred Stock then outstanding (unless such request for a special meeting is received less than 90 days before the date
fixed for the next annual or special meeting of the stockholders of the Corporation, in which event such election shall be held only at
such next annual or special meeting of stockholders), and at each subsequent annual meeting of stockholders of the Corporation. Such
request to call a special meeting for the initial election of the Preferred Stock Directors after a Nonpayment Event shall be made by
written notice, signed by the requisite holders of Series C or Voting Preferred Stock, and delivered to the Secretary of the Corporation
in such manner as provided for in Section 10 below, or as may otherwise be required by law.
When dividends have been paid (or declared and a sum sufficient for payment thereof set aside) in full on the Series C for at
least four Dividend Periods (whether or not consecutive) after a Nonpayment Event, then the right of the holders of Series C to elect the
Preferred Stock Directors shall cease (but subject always to revesting of such voting rights in the case of any future Nonpayment
Event), and, if and when any rights of holders of Series C and Voting Preferred Stock to elect the Preferred Stock Directors shall have
ceased, the terms of office of all the Preferred Stock Directors shall forthwith terminate and the number of directors constituting the
Board of Directors shall automatically be reduced accordingly.
Any Preferred Stock Director may be removed at any time without cause by the holders of record of a majority of the
outstanding shares of the Series C and Voting Preferred Stock, when they have the voting rights described above (voting together as a
single class). So long as a Nonpayment Event shall continue, any vacancy in the office of a Preferred Stock Director (other than prior to
the initial election of Preferred Stock Directors after a Nonpayment Event) may be filled by the written consent of the Preferred Stock
Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of
the Series C and all Voting Preferred Stock, when they have the voting rights described above (voting together as a single class). Any
such vote of stockholders to remove, or to fill a vacancy in the office of, a Preferred Stock Director may be taken only at a special
meeting of such stockholders, called as provided above for an initial election of Preferred Stock Director after a Nonpayment Event
(unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in
which event such election shall be held at such next annual or special meeting of stockholders). The Preferred Stock Directors shall
each be entitled to one vote per director on any matter that shall come before the Board of Directors for a vote. Each Preferred Stock
Director elected at any special meeting of stockholders or by written consent of the other Preferred Stock Director shall hold office until
the next annual meeting of the stockholders if such office shall not have previously terminated as above provided.
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(c) Other Voting Rights. So long as any shares of Series C are outstanding, in addition to any other vote or consent of
stockholders required by law or by the Certificate of Incorporation, the vote or consent of the holders of at least 66 2⁄3% of the shares of
Series C and any Voting Preferred Stock at the time outstanding and entitled to vote thereon, voting together as a single class, given in
person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting
or validating:
(i) Authorization of Senior Stock. Any amendment or alteration of the Certificate of Incorporation to authorize or create, or
increase the authorized amount of, any shares of any class or series of capital stock of the Corporation ranking senior to the Series
C with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or
winding up of the Corporation;
(ii) Amendment of Series C. Any amendment, alteration or repeal of any provision of the Certificate of Incorporation so as
to materially and adversely affect the special rights, preferences, privileges or voting powers of the Series C, taken as a whole; or
(iii) Share Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding share exchange or
reclassification involving the Series C, or of a merger or consolidation of the Corporation with another corporation or other entity,
unless in each case (x) the shares of Series C remain outstanding or, in the case of any such merger or consolidation with respect
to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the
surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the
case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole,
as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations
and restrictions thereof, of the Series C immediately prior to such consummation, taken as a whole;
provided, however, that for all purposes of this Section 8(c), any increase in the amount of the authorized or issued Series C or
authorized Preferred Stock, or the creation and issuance, or an increase in the authorized or issued amount, of any other series of
Preferred Stock ranking equally with and/or junior to the Series C with respect to the payment of dividends (whether such dividends are
cumulative or non-cumulative) and/or the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not
be deemed to adversely affect the rights, preferences, privileges or voting powers of the Series C. In addition, any conversion of the
Series C pursuant to Section 7 above shall not be deemed to adversely affect the rights, preferences, privileges and voting powers of the
Series C.
If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 8(c)
would adversely affect the Series C and one or more but not all other series of Preferred Stock, then only the Series C and such series of
Preferred Stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together as a single class (in lieu
of all other series of Preferred Stock).
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(d) Changes for Clarification. Without the consent of the holders of the Series C, so long as such action does not adversely
affect the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of the Series C, the Corporation may
amend, alter, supplement or repeal any terms of the Series C:
(i) to cure any ambiguity, or to cure, correct or supplement any provision contained in this Certificate of Designations that
may be defective or inconsistent; or
(ii) to make any provision with respect to matters or questions arising with respect to the Series C that is not inconsistent
with the provisions of this Certificate of Designations.
(e) Changes after Provision for Redemption. No vote or consent of the holders of Series C shall be required pursuant to
Section 8(b), (c) or (d) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such
Section, all outstanding shares of Series C shall have been redeemed, or shall have been called for redemption upon proper notice and
sufficient funds shall have been set aside for such redemption, in each case pursuant to Section 6 above.
(f) Procedures for Voting and Consents. The rules and procedures for calling and conducting any meeting of the holders of
Series C (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a
meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be
governed by any rules the Board of Directors or the Committee (or another duly authorized committee of the Board of Directors), in its
discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Certificate of
Incorporation, the Bylaws, applicable law and any national securities exchange or other trading facility on which the Series C is listed
or traded at the time. Whether the vote or consent of the holders of a plurality, majority or other portion of the shares of Series C and
any Voting Preferred Stock has been cast or given on any matter on which the holders of shares of Series C are entitled to vote shall be
determined by the Corporation by reference to the specified liquidation amounts of the shares voted or covered by the consent.
Section 9. Record Holders. To the fullest extent permitted by applicable law, the Corporation and the transfer agent for the
Series C may deem and treat the record holder of any share of Series C as the true and lawful owner thereof for all purposes, and neither
the Corporation nor such transfer agent shall be affected by any notice to the contrary.
Section 10. Notices. All notices or communications in respect of Series C shall be sufficiently given if given in writing and
delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of
Designations, in the Certificate of Incorporation or Bylaws or by applicable law.
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Section 11. No Preemptive Rights. No share of Series C shall have any rights of preemption whatsoever as to any securities
of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such
warrants, rights or options, may be designated, issued or granted.
Section 12. Other Rights. The shares of Series C shall not have any voting powers, preferences or relative, participating,
optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of
Incorporation or as provided by applicable law.
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Appendix D
CERTIFICATE OF DESIGNATIONS
OF
FLOATING RATE NON-CUMULATIVE PREFERRED STOCK, SERIES D
OF
THE GOLDMAN SACHS GROUP, INC.
THE GOLDMAN SACHS GROUP, INC., a corporation organized and existing under the General Corporation Law of the
State of Delaware (the “Corporation”), in accordance with the provisions of Sections 103 and 151 thereof, DOES HEREBY CERTIFY:
The Securities Issuance Committee (the “Committee”) of the board of directors of the Corporation (the “Board of
Directors”), in accordance with the resolutions of the Board of Directors dated September 16, 2005, the provisions of the restated
certificate of incorporation and the amended and restated bylaws of the Corporation and applicable law, by unanimous written consent
dated May 16, 2005, adopted the following resolution creating a series of 60,000 shares of Preferred Stock of the Corporation
designated as “Floating Rate Non-Cumulative Preferred Stock, Series D”.
RESOLVED, that pursuant to the authority vested in the Committee and in accordance with the resolutions of the Board of
Directors dated September 16, 2005, the provisions of the restated certificate of incorporation and the amended and restated bylaws of
the Corporation and applicable law, a series of Preferred Stock, par value $.01 per share, of the Corporation be and hereby is created,
and that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating,
optional or other rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, are as follows:
Section 1. Designation. The distinctive serial designation of such series of Preferred Stock is “Floating Rate
Non-Cumulative Preferred Stock, Series D” (“Series D”). Each share of Series D shall be identical in all respects to every other share of
Series D, except as to the respective dates from which dividends thereon shall accrue, to the extent such dates may differ as permitted
pursuant to Section 4(a) below.
Section 2. Number of Shares. The authorized number of shares of Series D shall be 60,000. Shares of Series D that are
redeemed, purchased or otherwise acquired by the Corporation, or converted into another series of Preferred Stock, shall be cancelled
and shall revert to authorized but unissued shares of Series D.
Section 3. Definitions. As used herein with respect to Series D:
(a) “Board of Directors” means the board of directors of the Corporation.
(b) “ByLaws” means the amended and restated bylaws of the Corporation, as they may be amended from time to time.
(c) “Business Day” means a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is not a day on which
banking institutions in New York City generally are authorized or obligated by law, regulation or executive order to close.
(d) “Calculation Agent” means, at any time, the person or entity appointed by the Corporation and serving as such agent at
such time. The Corporation may terminate any such appointment and may appoint a successor agent at any time and from time to
time, provided that the Corporation shall use its best efforts to ensure that there is, at all relevant times when the Series D is
outstanding, a person or entity appointed and serving as such agent. The Calculation Agent may be a person or entity affiliated
with the Corporation.
(e) “Certificate of Designations” means this Certificate of Designations relating to the Series D, as it may be amended from
time to time.
(f) “Certification of Incorporation” shall mean the restated certificate of incorporation of the Corporation, as it may be
amended from time to time, and shall include this Certificate of Designations.
(g) “Common Stock” means the common stock, par value $0.01 per share, of the Corporation.
(h) “Junior Stock” means the Common Stock and any other class or series of stock of the Corporation (other than Series D)
that ranks junior to Series D either or both as to the payment of dividends and/or as to the distribution of assets on any liquidation,
dissolution or winding up of the Corporation.
(i) “London Business Day” means a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is a day on which
dealings in U.S. dollars are transacted in the London interbank market.
(j) “Moneyline Telerate Page” means the display on Moneyline Telerate, Inc., or any successor service, on the page or pages
specified in Section 4 below or any replacement page or pages on that service.
(k) “Parity Stock” means any class or series of stock of the Corporation (other than Series D) that ranks equally with Series
D both in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the
Corporation.
(l) “Preferred Stock” means any and all series of Preferred Stock, having a par value of $0.01 per share, of the Corporation,
including the Series D.
D-2
(m) “Representative Amount” means, at any time, an amount that, in the Calculation Agent’s judgment, is representative of a
single transaction in the relevant market at the relevant time.
(n) “Voting Preferred Stock” means, with regard to any election or removal of a Preferred Stock Director (as defined in
Section 8(b) below) or any other matter as to which the holders of Series D are entitled to vote as specified in Section 8 of this
Certificate of Designations, any and all series of Preferred Stock (other than Series D) that rank equally with Series D either as to
the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up of the Corporation and
upon which like voting rights have been conferred and are exercisable with respect to such matter.
Section 4. Dividends.
(a) Rate. Holders of Series D shall be entitled to receive, when, as and if declared by the Board of Directors or the
Committee (or another duly authorized committee of the Board of Directors) out of funds legally available for the payment of dividends
under Delaware law, non-cumulative cash dividends at the rate determined as set forth below in this Section (4) applied to the
liquidation preference amount of $25,000 per share of Series D. Such dividends shall be payable quarterly in arrears (as provided below
in this Section 4(a)), but only when, as and if declared by the Board of Directors or the Committee (or another duly authorized
committee of the Board of Directors), on February 10, May 10, August 10 and November 10 (“Dividend Payment Dates”), commencing
on August 10, 2006; provided that if any such Dividend Payment Date would otherwise occur on a day that is not a Business Day, such
Dividend Payment Date shall instead be (and any dividend payable on Series D on such Dividend Payment Date shall instead be
payable on) the immediately succeeding Business Day, unless such immediately succeeding Business Day falls in the next calendar
month, in which case such Dividend Payment Date shall instead be (and any such dividend shall instead be payable on) the immediately
preceding Business Day. Dividends on Series D shall not be cumulative; holders of Series D shall not be entitled to receive any
dividends not declared by the Board of Directors or the Committee (or another duly authorized committee of the Board of Directors)
and no interest, or sum of money in lieu of interest, shall be payable in respect of any dividend not so declared.
Dividends that are payable on Series D on any Dividend Payment Date will be payable to holders of record of Series D as
they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day before such
Dividend Payment Date or such other record date fixed by the Board of Directors or the Committee (or another duly authorized
committee of the Board of Directors) that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a
“Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a
Business Day.
Each dividend period (a “Dividend Period”) shall commence on and include a Dividend Payment Date (other than the initial
Dividend Period, which shall commence
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on and include the date of original issue of the Series D, provided that, for any share of Series D issued after such original issue date,
the initial Dividend Period for such shares may commence on and include such other date as the Board of Directors or the Committee
(or another duly authorized committee of the Board of Directors) shall determine and publicly disclose) and shall end on and include the
calendar day next preceding the next Dividend Payment Date. Dividends payable on the Series D in respect of any Dividend Period
shall be computed by the Calculation Agent on the basis of a 360-day year and the actual number of days elapsed in such Dividend
Period. Dividends payable in respect of a Dividend Period shall be payable in arrears – i.e., on the first Dividend Payment Date after
such Dividend Period.
The dividend rate on the Series D, for each Dividend Period, shall be a rate per annum equal to the greater of (1) 0.67%
above LIBOR (as defined below) for such Dividend Period and (2) 4.00%. LIBOR, with respect to any Dividend Period, means the
offered rate expressed as a percentage per annum for three-month deposits in U.S. dollars on the first day of such Dividend Period, as
that rate appears on Moneyline Telerate Page 3750 (or any successor or replacement page) as of 11:00 A.M., London time, on the
second London Business Day immediately preceding the first day of such Dividend Period.
If the rate described in the preceding paragraph does not appear on Moneyline Telerate Page 3750 (or any successor or
replacement page), LIBOR shall be determined on the basis of the rates, at approximately 11:00 A.M., London time, on the second
London Business Day immediately preceding the first day of such Dividend Period, at which deposits of the following kind are offered
to prime banks in the London interbank market by four major banks in that market selected by the Calculation Agent: three-month
deposits in U.S. dollars, beginning on the first day of such Dividend Period, and in a Representative Amount. The Calculation Agent
shall request the principal London office of each of these banks to provide a quotation of its rate at approximately 11:00 A.M., London
time. If at least two quotations are provided, LIBOR for such Dividend Period shall be the arithmetic mean of such quotations.
If fewer than two quotations are provided as described in the preceding paragraph, LIBOR for such Dividend Period shall be
the arithmetic mean of the rates for loans of the following kind to leading European banks quoted, at approximately 11:00 A.M. New
York City time, on the second London Business Day immediately preceding the first day of such Dividend Period, by three major banks
in New York City selected by the Calculation Agent: three-month loans of U.S. dollars, beginning on the first day of such Dividend
Period, and in a Representative Amount.
If fewer than three banks selected by the Calculation Agent are quoting as described in the preceding paragraph, LIBOR for
such Dividend Period shall be LIBOR in effect for the prior Dividend Period.
The Calculation Agent’s determination of any dividend rate, and its calculation of the amount of dividends for any Dividend
Period, will be maintained on file at the Corporation’s principal offices and will be available to any stockholder upon request and will
be final and binding in the absence of manifest error.
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Holders of Series D shall not be entitled to any dividends, whether payable in cash, securities or other property, other than
dividends (if any) declared and payable on the Series D as specified in this Section 4 (subject to the other provisions of this Certificate
of Designations).
(b) Priority of Dividends. So long as any share of Series D remains outstanding, no dividend shall be declared or paid on the
Common Stock or any other shares of Junior Stock (other than a dividend payable solely in Junior Stock), and no Common Stock or
other Junior Stock shall be purchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other
than as a result of a reclassification of Junior Stock for or into other Junior Stock, or the exchange or conversion of one share of Junior
Stock for or into another share of Junior Stock and other than through the use of the proceeds of a substantially contemporaneous sale of
Junior Stock) during a Dividend Period, unless the full dividends for the latest completed Dividend Period on all outstanding shares of
Series D have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside). The foregoing
provision shall not restrict the ability of Goldman, Sachs & Co., or any other affiliate of the Corporation, to engage in any market-
making transactions in Junior Stock in the ordinary course of business.
When dividends are not paid (or declared and a sum sufficient for payment thereof set aside) on any Dividend Payment Date
(or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date
falling within a Dividend Period) in full upon the Series D and any shares of Parity Stock, all dividends declared on the Series D and all
such Parity Stock and payable on such Dividend Payment Date (or, in the case of parity stock having dividend payment dates different
from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment
Date) shall be declared pro rata so that the respective amounts of such dividends shall bear the same ratio to each other as all accrued
but unpaid dividends per share on the Series D and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity
Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the
Dividend Period related to such Dividend Payment Date) bear to each other.
Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board of
Directors or the Committee (or another duly authorized committee of the Board of Directors) may be declared and paid on any
securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and
the Series D shall not be entitled to participate in any such dividends.
Section 5. Liquidation Rights.
(a) Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, holders of Series D shall be entitled to receive, out of the assets of the Corporation or
proceeds thereof (whether capital or surplus) available for distribution to
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stockholders of the Corporation, and after satisfaction of all liabilities and obligations to creditors of the Corporation, before any
distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other stock of the Corporation
ranking junior to the Series D as to such distribution, in full an amount equal to $25,000 per share (the “Series D Liquidation Amount”),
together with an amount equal to all dividends (if any) that have been declared but not paid prior to the date of payment of such
distribution (but without any amount in respect of dividends that have not been declared prior to such payment date).
(b) Partial Payment. If in any distribution described in Section 5(a) above the assets of the Corporation or proceeds thereof
are not sufficient to pay the Liquidation Preferences (as defined below) in full to all holders of Series D and all holders of any stock of
the Corporation ranking equally with the Series D as to such distribution, the amounts paid to the holders of Series D and to the holders
of all such other stock shall be paid pro rata in accordance with the respective aggregate Liquidation Preferences of the holders of Series
D and the holders of all such other stock. In any such distribution, the “Liquidation Preference” of any holder of stock of the
Corporation shall mean the amount otherwise payable to such holder in such distribution (assuming no limitation on the assets of the
Corporation available for such distribution), including an amount equal to any declared but unpaid dividends (and, in the case of any
holder of stock other than Series D and on which dividends accrue on a cumulative basis, an amount equal to any unpaid, accrued,
cumulative dividends, whether or not declared, as applicable).
(c) Residual Distributions. If the Liquidation Preference has been paid in full to all holders of Series D, the holders of other
stock of the Corporation shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according to their
respective rights and preferences.
(d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the merger or consolidation
of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Series D
receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or
substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.
Section 6. Redemption.
(a) Optional Redemption. The Series D may not be redeemed by the Corporation prior to May 24, 2011. On or after
May 24, 2011, the Corporation, at its option, may redeem, in whole at any time or in part from time to time, the shares of Series D at the
time outstanding, upon notice given as provided in Section 6(c) below, at a redemption price equal to $25,000 per share, together
(except as otherwise provided hereinbelow) with an amount equal to any dividends that have been declared but not paid prior to the
redemption date (but with no amount in respect of any dividends that have not been declared prior to such date). The redemption price
for any shares of Series D shall be payable on the redemption date to the holder of such shares against surrender of the
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certificate(s) evidencing such shares to the Corporation or its agent. Any declared but unpaid dividends payable on a redemption date
that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive the
redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such Dividend
Record Date relating to the Dividend Payment Date as provided in Section 4 above.
(b) No Sinking Fund. The Series D will not be subject to any mandatory redemption, sinking fund or other similar
provisions. Holders of Series D will have no right to require redemption of any shares of Series D.
(c) Notice of Redemption. Notice of every redemption of shares of Series D shall be given by first class mail, postage
prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the
Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed
as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice,
but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series D
designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series D.
Notwithstanding the foregoing, if the Series D or any depositary shares representing interests in the Series D are issued in book-entry
form through The Depository Trust Company or any other similar facility, notice of redemption may be given to the holders of Series D
at such time and in any manner permitted by such facility. Each such notice given to a holder shall state: (1) the redemption date; (2) the
number of shares of Series D to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such
shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where certificates for such shares are to be
surrendered for payment of the redemption price.
(d) Partial Redemption. In case of any redemption of only part of the shares of Series D at the time outstanding, the shares
to be redeemed shall be selected either pro rata or in such other manner as the Corporation may determine to be fair and equitable.
Subject to the provisions hereof, the Corporation shall have full power and authority to prescribe the terms and conditions upon which
shares of Series D shall be redeemed from time to time. If fewer than all the shares represented by any certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares without charge to the holder thereof.
(e) Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date
specified in the notice all funds necessary for the redemption have been set aside by the Corporation, separate and apart from its other
funds, in trust for the pro rata benefit of the holders of the shares called for redemption, so as to be and continue to be available therefor,
then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after
the redemption date dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption shall no
longer be deemed
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outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right
of the holders thereof to receive the amount payable on such redemption, without interest. Any funds unclaimed at the end of three
years from the redemption date shall, to the extent permitted by law, be released to the Corporation, after which time the holders of the
shares so called for redemption shall look only to the Corporation for payment of the redemption price of such shares.
Section 7. Conversion Upon Regulatory Changes. If both (i) and (ii) below occur:
(i) after the date of the issuance of the Series D, the Corporation (by election or otherwise) becomes subject to any law, rule,
regulation or guidance (together, “Regulations”) relating to its capital adequacy, which Regulation (x) modifies the existing
requirements for treatment as Allowable Capital (as defined under the Securities and Exchange Commission rules relating to
consolidated supervised entities as in effect from time to time), (y) provides for a type or level of capital characterized as “Tier 1”
or its equivalent pursuant to Regulations of any governmental agency, authority or other body having regulatory jurisdiction over
the Corporation (or any of its subsidiaries or consolidated affiliates) and implementing the capital standards published by the Basel
Committee on Banking Supervision, the Securities and Exchange Commission, the Board of Governors of the Federal Reserve
System or any other United States national governmental agency, authority or other body, or any other applicable regime based on
capital standards published by the Basel Committee on Banking Supervision or its successor, or (z) provides for a type or level of
capital that in the judgment of the Corporation (after consultation with legal counsel of recognized standing) is substantially
equivalent to such “Tier 1” capital (such capital described in either (y) or (z) above is referred to below as “Tier 1 Capital
Equivalent”), and
(ii) the Corporation affirmatively elects to qualify the Series D for treatment as Allowable Capital or Tier 1 Capital
Equivalent without any sublimit or other quantitative restriction on the inclusion of the Series D in Allowable Capital or Tier 1
Capital Equivalent (other than any limitation the Corporation elects to accept and any limitation requiring that common equity or a
specified form of common equity constitute the dominant form of Allowable Capital or Tier 1 Capital Equivalent) under such
Regulations,
then, upon such affirmative election, the Series D shall be convertible at the Corporation’s option into a new series of Preferred Stock
having terms and provisions substantially identical to those of the Series D, except that such new series may have such additional or
modified rights, preferences, privileges and voting powers, and limitations and restrictions thereof, as are necessary in the judgment of
the Board of Directors or the Committee (or another duly authorized committee of the Board of Directors) (after consultation with legal
counsel of recognized standing) to comply with the Required Unrestricted Capital Provisions (as defined below), provided that the
Corporation will not cause any such conversion unless the Board of Directors or the Committee (or another duly authorized committee
of the Board of Directors) determines that the rights, preferences, privileges and
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voting powers, and the qualifications, limitations and restrictions thereof, of such new series of Preferred Stock, taken as a whole, are
not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and the qualifications,
limitations and restrictions thereof, of the Series D, taken as a whole.
As used above, the term “Required Unrestricted Capital Provisions” means such terms and provisions as are, in the judgment
of the Corporation (after consultation with counsel of recognized standing), required for preferred stock to be treated as Allowable
Capital or Tier 1 Capital Equivalent, as applicable, without any sublimit or other quantitative restriction on the inclusion of such
preferred stock in Allowable Capital or Tier 1 Capital Equivalent, as applicable (other than any limitation the Corporation elects to
accept and any limitation requiring that common equity or a specified form of common equity constitute the dominant form of
Allowable Capital or Tier 1 Capital Equivalent) pursuant to the applicable Regulations.
The Corporation shall provide notice to the holders of Series D of any election to qualify the Series D for Allowable Capital
or Tier 1 Capital Equivalent treatment and of any determination to convert the Series D into a new series of Preferred Stock pursuant to
the terms of this Section 7, promptly upon the effectiveness of any such election or determination. A copy of such notice and of the
relevant Regulations shall be maintained on file at the principal offices of the Corporation and, upon request, will be made available to
any stockholder of the Corporation. Any conversion of the Series D pursuant to this Section 7 shall be effected pursuant to such
procedures as the Corporation may determine and publicly disclose.
Except as specified in this Section 7, holders of Series D shares shall have no right to exchange or convert such shares into
any other securities.
Section 8. Voting Rights.
(a) General. The holders of Series D shall not have any voting rights except as set forth below or as otherwise from to time
required by law.
(b) Right To Elect Two Directors Upon Nonpayment Events. If and whenever dividends on any shares of Series D shall
not have been declared and paid for at least six Dividend Periods, whether or not consecutive (a “Nonpayment Event”), the number of
directors then constituting the Board of Directors shall automatically be increased by two and the holders of Series D, together with the
holders of any outstanding shares of Voting Preferred Stock, voting together as a single class, shall be entitled to elect the two
additional directors (the “Preferred Stock Directors”), provided that it shall be a qualification for election for any such Preferred Stock
Director that the election of such director shall not cause the Corporation to violate the corporate governance requirement of the New
York Stock Exchange (or any other securities exchange or other trading facility on which securities of the Corporation may then be
listed or traded) that listed or traded companies must have a majority of independent directors and provided further that the Board of
Directors shall at no time include more than two Preferred Stock Directors (including, for purposes of this limitation, all directors that
the holders of any series of Voting Preferred Stock are entitled to elect pursuant to like voting rights).
D-9
In the event that the holders of the Series D, and such other holders of Voting Preferred Stock, shall be entitled to vote for the
election of the Preferred Stock Directors following a Nonpayment Event, such directors shall be initially elected following such
Nonpayment Event only at a special meeting called at the request of the holders of record of at least 20% of the Series D or of any other
series of Voting Preferred Stock then outstanding (unless such request for a special meeting is received less than 90 days before the date
fixed for the next annual or special meeting of the stockholders of the Corporation, in which event such election shall be held only at
such next annual or special meeting of stockholders), and at each subsequent annual meeting of stockholders of the Corporation. Such
request to call a special meeting for the initial election of the Preferred Stock Directors after a Nonpayment Event shall be made by
written notice, signed by the requisite holders of Series D or Voting Preferred Stock, and delivered to the Secretary of the Corporation
in such manner as provided for in Section 10 below, or as may otherwise be required by law.
When dividends have been paid (or declared and a sum sufficient for payment thereof set aside) in full on the Series D for at least
four Dividend Periods (whether or not consecutive) after a Nonpayment Event, then the right of the holders of Series D to elect the
Preferred Stock Directors shall cease (but subject always to revesting of such voting rights in the case of any future Nonpayment
Event), and, if and when any rights of holders of Series D and Voting Preferred Stock to elect the Preferred Stock Directors shall have
ceased, the terms of office of all the Preferred Stock Directors shall forthwith terminate and the number of directors constituting the
Board of Directors shall automatically be reduced accordingly.
Any Preferred Stock Director may be removed at any time without cause by the holders of record of a majority of the outstanding
shares of the Series D and Voting Preferred Stock, when they have the voting rights described above (voting together as a single class).
So long as a Nonpayment Event shall continue, any vacancy in the office of a Preferred Stock Director (other than prior to the initial
election of Preferred Stock Directors after a Nonpayment Event) may be filled by the written consent of the Preferred Stock Director
remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of the Series
D and all Voting Preferred Stock, when they have the voting rights described above (voting together as a single class). Any such vote of
stockholders to remove, or to fill a vacancy in the office of, a Preferred Stock Director may be taken only at a special meeting of such
stockholders, called as provided above for an initial election of Preferred Stock Director after a Nonpayment Event (unless such request
is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such
election shall be held at such next annual or special meeting of stockholders). The Preferred Stock Directors shall each be entitled to
one vote per director on any matter that shall come before the Board of Directors for a vote. Each Preferred Stock Director elected at
any special meeting of stockholders or by written consent of the other Preferred Stock Director shall hold office until the next annual
meeting of the stockholders if such office shall not have previously terminated as above provided.
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(c) Other Voting Rights. So long as any shares of Series D are outstanding, in addition to any other vote or consent of
stockholders required by law or by the Certificate of Incorporation, the vote or consent of the holders of at least 66 2⁄3% of the shares of
Series D and any Voting Preferred Stock at the time outstanding and entitled to vote thereon, voting together as a single class, given in
person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting
or validating:
(i) Authorization of Senior Stock. Any amendment or alteration of the Certificate of Incorporation to authorize or create, or
increase the authorized amount of, any shares of any class or series of capital stock of the Corporation ranking senior to the Series
D with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or
winding up of the Corporation;
(ii) Amendment of Series D. Any amendment, alteration or repeal of any provision of the Certificate of Incorporation so as
to materially and adversely affect the special rights, preferences, privileges or voting powers of the Series D, taken as a whole; or
(iii) Share Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding share exchange or
reclassification involving the Series D, or of a merger or consolidation of the Corporation with another corporation or other entity,
unless in each case (x) the shares of Series D remain outstanding or, in the case of any such merger or consolidation with respect
to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the
surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the
case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole,
as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations
and restrictions thereof, of the Series D immediately prior to such consummation, taken as a whole;
provided, however, that for all purposes of this Section 8(c), any increase in the amount of the authorized or issued Series D or
authorized Preferred Stock, or the creation and issuance, or an increase in the authorized or issued amount, of any other series of
Preferred Stock ranking equally with and/or junior to the Series D with respect to the payment of dividends (whether such dividends are
cumulative or non-cumulative) and/or the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not
be deemed to adversely affect the rights, preferences, privileges or voting powers of the Series D. In addition, any conversion of the
Series D pursuant to Section 7 above shall not be deemed to adversely affect the rights, preferences, privileges and voting powers of the
Series D.
If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 8(c)
would adversely affect the Series D and one or more but not all other series of Preferred Stock, then only the Series D and such series of
Preferred Stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together as a single class (in lieu
of all other series of Preferred Stock).
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(d) Changes for Clarification. Without the consent of the holders of the Series D, so long as such action does not adversely
affect the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of the Series D, the Corporation
may amend, alter, supplement or repeal any terms of the Series D:
(i) to cure any ambiguity, or to cure, correct or supplement any provision contained in this Certificate of Designations that
may be defective or inconsistent; or
(ii) to make any provision with respect to matters or questions arising with respect to the Series D that is not inconsistent
with the provisions of this Certificate of Designations.
(e) Changes after Provision for Redemption. No vote or consent of the holders of Series D shall be required pursuant to
Section 8(b), (c) or (d) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such
Section, all outstanding shares of Series D shall have been redeemed, or shall have been called for redemption upon proper notice and
sufficient funds shall have been set aside for such redemption, in each case pursuant to Section 6 above.
(f) Procedures for Voting and Consents. The rules and procedures for calling and conducting any meeting of the holders of
Series D (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a
meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be
governed by any rules the Board of Directors or the Committee (or another duly authorized committee of the Board of Directors), in its
discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Certificate of
Incorporation, the Bylaws, applicable law and any national securities exchange or other trading facility on which the Series D is listed
or traded at the time. Whether the vote or consent of the holders of a plurality, majority or other portion of the shares of Series D and
any Voting Preferred Stock has been cast or given on any matter on which the holders of shares of Series D are entitled to vote shall be
determined by the Corporation by reference to the specified liquidation amounts of the shares voted or covered by the consent.
Section 9. Record Holders. To the fullest extent permitted by applicable law, the Corporation and the transfer agent for the
Series D may deem and treat the record holder of any share of Series D as the true and lawful owner thereof for all purposes, and
neither the Corporation nor such transfer agent shall be affected by any notice to the contrary.
Section 10. Notices. All notices or communications in respect of Series D shall be sufficiently given if given in writing and
delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of
Designations, in the Certificate of Incorporation or Bylaws or by applicable law.
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Section 11. No Preemptive Rights. No share of Series D shall have any rights of preemption whatsoever as to any securities
of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such
warrants, rights or options, may be designated, issued or granted.
Section 12. Other Rights. The shares of Series D shall not have any voting powers, preferences or relative, participating,
optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of
Incorporation or as provided by applicable law.
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Appendix E
CERTIFICATE OF DESIGNATIONS
OF
PERPETUAL NON-CUMULATIVE PREFERRED STOCK, SERIES E
OF
THE GOLDMAN SACHS GROUP, INC.
THE GOLDMAN SACHS GROUP, INC., a corporation organized and existing under the General Corporation Law of the
State of Delaware (the “Corporation”), in accordance with the provisions of Sections 103 and 151 thereof, DOES HEREBY CERTIFY:
The Securities Issuance Committee (the “Committee”) of the board of directors of the Corporation (the “Board of
Directors”), in accordance with the resolutions of the Board of Directors dated September 16, 2005 and September 29, 2006, the
provisions of the restated certificate of incorporation and the amended and restated bylaws of the Corporation and applicable law, by
unanimous written consent dated May 14, 2007, adopted the following resolution creating a series of 17,500.1 shares of Preferred Stock
of the Corporation designated as “Perpetual Non-Cumulative Preferred Stock, Series E”.
RESOLVED, that pursuant to the authority vested in the Committee and in accordance with the resolutions of the Board of
Directors dated September 16, 2005 and September 29, 2006, the provisions of the restated certificate of incorporation and the amended
and restated bylaws of the Corporation and applicable law, a series of Preferred Stock, par value $.01 per share, of the Corporation be
and hereby is created, and that the designation and number of shares of such series, and the voting and other powers, preferences and
relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, are
as follows:
Section 1. Designation. The distinctive serial designation of such series of Preferred Stock is “Perpetual Non-Cumulative
Preferred Stock, Series E” (“Series E”). Each share of Series E shall be identical in all respects to every other share of Series E.
Section 2. Number of Shares. The authorized number of shares of Series E shall be 17,500.1. Shares of Series E that are
redeemed, purchased or otherwise acquired by the Corporation, or converted into another series of Preferred Stock, shall be cancelled
and shall revert to authorized but unissued shares of Series E.
Section 3. Definitions. As used herein with respect to Series E:
(a) “Board of Directors” means the board of directors of the Corporation.
(b) “ByLaws” means the amended and restated bylaws of the Corporation, as they may be amended from time to time.
(c) “Business Day” means a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is not a day on which
banking institutions in New York City generally are authorized or obligated by law, regulation or executive order to close.
(d) “Calculation Agent” means, at any time, the person or entity appointed by the Corporation and serving as such agent at
such time. The Corporation may terminate any such appointment and may appoint a successor agent at any time and from time to
time, provided that the Corporation shall use its best efforts to ensure that there is, at all relevant times when the Series E is
outstanding, a person or entity appointed and serving as such agent. The Calculation Agent may be a person or entity affiliated
with the Corporation.
(e) “Certificate of Designations” means this Certificate of Designations relating to the Series E, as it may be amended from
time to time.
(f) “Certification of Incorporation” shall mean the restated certificate of incorporation of the Corporation, as it may be
amended from time to time, and shall include this Certificate of Designations.
(g) “Common Stock” means the common stock, par value $0.01 per share, of the Corporation.
(h) “Junior Stock” means the Common Stock and any other class or series of stock of the Corporation (other than Series E)
that ranks junior to Series E either or both as to the payment of dividends and/or as to the distribution of assets on any liquidation,
dissolution or winding up of the Corporation.
(i) “London Business Day” means a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is a day on which
dealings in U.S. dollars are transacted in the London interbank market.
(j) “Parity Stock” means any class or series of stock of the Corporation (other than Series E) that ranks equally with Series E
both in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.
(k) “Preferred Stock” means any and all series of Preferred Stock, having a par value of $0.01 per share, of the Corporation,
including the Series E.
(l) “Representative Amount” means, at any time, an amount that, in the Calculation Agent’s judgment, is representative of a
single transaction in the relevant market at the relevant time.
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(m) “Reuters Screen LIBOR01” means the display designated on the Reuters 3000 Xtra (or such other page as may replace
that page on that service or such other service as may be nominated by the British Bankers’ Association for the purpose of
displaying London interbank offered rates for U.S. Dollar deposits).
(n) “Voting Preferred Stock” means, with regard to any election or removal of a Preferred Stock Director (as defined in
Section 8(b) below) or any other matter as to which the holders of Series E are entitled to vote as specified in Section 8 of this
Certificate of Designations, any and all series of Preferred Stock (other than Series E) that rank equally with Series E either as to
the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up of the Corporation and
upon which like voting rights have been conferred and are exercisable with respect to such matter.
Section 4. Dividends.
(a) Rate. Holders of Series E shall be entitled to receive, when, as and if declared by the Board of Directors or the
Committee (or another duly authorized committee of the Board of Directors) out of funds legally available for the payment of dividends
under Delaware law, non-cumulative cash dividends at the rate determined as set forth below in this Section (4) applied to the
liquidation preference amount of $100,000 per share of Series E. Such dividends shall be payable in arrears (as provided below in this
Section 4(a)), but only when, as and if declared by the Board of Directors or the Committee (or another duly authorized committee of
the Board of Directors), (a) if the shares of Series E are issued prior to June 1, 2012 (or if such date is not a Business Day, the next
Business Day), on June 1 and December 1 of each year until June 1, 2012, and (b) thereafter, on March 1, June 1, September 1 and
December 1 of each year (each a “Dividend Payment Date”); provided that if any such Dividend Payment Date would otherwise occur
on a day that is not a Business Day, such Dividend Payment Date shall instead be (and any dividend payable on Series E on such
Dividend Payment Date shall instead be payable on) the immediately succeeding Business Day. If a Dividend Payment Date prior to
June 1, 2012 is not a Business Day, the applicable dividend shall be paid on the first Business Day following that day without
adjustment. Dividends on Series E shall not be cumulative; holders of Series E shall not be entitled to receive any dividends not
declared by the Board of Directors or the Committee (or another duly authorized committee of the Board of Directors) and no interest,
or sum of money in lieu of interest, shall be payable in respect of any dividend not so declared.
Dividends that are payable on Series E on any Dividend Payment Date will be payable to holders of record of Series E as
they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day before such
Dividend Payment Date or such other record date fixed by the Board of Directors or the Committee (or another duly authorized
committee of the Board of Directors) that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a
“Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a
Business Day.
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Each dividend period (a “Dividend Period”) shall commence on and include a Dividend Payment Date (other than the initial
Dividend Period, which shall commence on and include the date of original issue of the Series E) and shall end on and include the
calendar day next preceding the next Dividend Payment Date. Dividends payable on the Series E in respect of a Dividend Period shall
be computed by the Calculation Agent (i) if shares of Series E are issued prior to June 1, 2012, on the basis of a 360-day year consisting
of twelve-30 day months until the Dividend Payment Date in June 2012 and (ii) thereafter, on the basis of a 360-day year and the actual
number of days elapsed in such Dividend Period. Dividends payable in respect of a Dividend Period shall be payable in arrears – i.e., on
the first Dividend Payment Date after such Dividend Period.
The dividend rate on the Series E, for each Dividend Period, shall be (a) if the shares of Series E are issued prior to June 1,
2012, a rate per annum equal to 5.793% until the Dividend Payment date in June 2012, and (b) thereafter, a rate per annum that will
reset quarterly and shall be equal to the greater of (i) three-month LIBOR for such Dividend Period plus 0.7675% and (ii) 4.000%.
Three-month LIBOR, with respect to any Dividend Period, means the offered rate expressed as a percentage per annum for three-month
deposits in U.S. dollars on the first day of such Dividend Period, as that rate appears on Reuters Screen LIBOR01 (or any successor or
replacement page) as of 11:00 A.M., London time, on the second London Business Day immediately preceding the first day of such
Dividend Period.
If the rate described in the preceding paragraph does not appear on Reuters Screen LIBOR01 (or any successor or
replacement page), LIBOR shall be determined on the basis of the rates, at approximately 11:00 A.M., London time, on the second
London Business Day immediately preceding the first day of such Dividend Period, at which deposits of the following kind are offered
to prime banks in the London interbank market by four major banks in that market selected by the Calculation Agent: three-month
deposits in U.S. dollars, beginning on the first day of such Dividend Period, and in a Representative Amount. The Calculation Agent
shall request the principal London office of each of these banks to provide a quotation of its rate at approximately 11:00 A.M., London
time. If at least two quotations are provided, LIBOR for such Dividend Period shall be the arithmetic mean of such quotations.
If fewer than two quotations are provided as described in the preceding paragraph, LIBOR for such Dividend Period shall be
the arithmetic mean of the rates for loans of the following kind to leading European banks quoted, at approximately 11:00 A.M. New
York City time, on the second London Business Day immediately preceding the first day of such Dividend Period, by three major banks
in New York City selected by the Calculation Agent: three-month loans of U.S. dollars, beginning on the first day of such Dividend
Period, and in a Representative Amount.
If fewer than three banks selected by the Calculation Agent are quoting as described in the preceding paragraph, LIBOR for
such Dividend Period shall be LIBOR in effect for the prior Dividend Period.
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The Calculation Agent’s determination of any dividend rate, and its calculation of the amount of dividends for any Dividend
Period, will be maintained on file at the Corporation’s principal offices and will be available to any stockholder upon request and will
be final and binding in the absence of manifest error.
Holders of Series E shall not be entitled to any dividends, whether payable in cash, securities or other property, other than
dividends (if any) declared and payable on the Series E as specified in this Section 4 (subject to the other provisions of this Certificate
of Designations).
(b) Priority of Dividends. So long as any share of Series E remains outstanding, no dividend shall be declared or paid on the
Common Stock or any other shares of Junior Stock (other than a dividend payable solely in Junior Stock), and no Common Stock or
other Junior Stock shall be purchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other
than as a result of a reclassification of Junior Stock for or into other Junior Stock, or the exchange or conversion of one share of Junior
Stock for or into another share of Junior Stock and other than through the use of the proceeds of a substantially contemporaneous sale of
Junior Stock) during a Dividend Period, unless the full dividends for the latest completed Dividend Period on all outstanding shares of
Series E have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside). The foregoing
provision shall not restrict the ability of Goldman, Sachs & Co., or any other affiliate of the Corporation, to engage in any market-
making transactions in Junior Stock in the ordinary course of business.
When dividends are not paid (or declared and a sum sufficient for payment thereof set aside) on any Dividend Payment Date
(or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date
falling within a Dividend Period) in full upon the Series E and any shares of Parity Stock, all dividends declared on the Series E and all
such Parity Stock and payable on such Dividend Payment Date (or, in the case of parity stock having dividend payment dates different
from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment
Date) shall be declared pro rata so that the respective amounts of such dividends shall bear the same ratio to each other as all accrued
but unpaid dividends per share on the Series E and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity
Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the
Dividend Period related to such Dividend Payment Date) bear to each other.
Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board of
Directors or the Committee (or another duly authorized committee of the Board of Directors) may be declared and paid on any
securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and
the Series E shall not be entitled to participate in any such dividends.
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Section 5. Liquidation Rights.
(a) Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, holders of Series E shall be entitled to receive, out of the assets of the Corporation or
proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Corporation, and after satisfaction of all
liabilities and obligations to creditors of the Corporation, before any distribution of such assets or proceeds is made to or set aside for
the holders of Common Stock and any other stock of the Corporation ranking junior to the Series E as to such distribution, in full an
amount equal to $100,000 per share (the “Series E Liquidation Amount”), together with an amount equal to all dividends (if any) that
have been declared but not paid prior to the date of payment of such distribution (but without any amount in respect of dividends that
have not been declared prior to such payment date).
(b) Partial Payment. If in any distribution described in Section 5(a) above the assets of the Corporation or proceeds thereof
are not sufficient to pay the Liquidation Preferences (as defined below) in full to all holders of Series E and all holders of any stock of
the Corporation ranking equally with the Series E as to such distribution, the amounts paid to the holders of Series E and to the holders
of all such other stock shall be paid pro rata in accordance with the respective aggregate Liquidation Preferences of the holders of
Series E and the holders of all such other stock. In any such distribution, the “Liquidation Preference” of any holder of stock of the
Corporation shall mean the amount otherwise payable to such holder in such distribution (assuming no limitation on the assets of the
Corporation available for such distribution), including an amount equal to any declared but unpaid dividends (and, in the case of any
holder of stock other than Series E and on which dividends accrue on a cumulative basis, an amount equal to any unpaid, accrued,
cumulative dividends, whether or not declared, as applicable).
(c) Residual Distributions. If the Liquidation Preference has been paid in full to all holders of Series E, the holders of other
stock of the Corporation shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according to their
respective rights and preferences.
(d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the merger or consolidation
of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Series E
receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or
substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.
Section 6. Redemption.
(a) Optional Redemption. The Series E may not be redeemed by the Corporation prior to the later of June 1, 2012 and the
date of original issue of Series E. On or after that date, the Corporation, at its option, may redeem, in whole at any time or in part
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from time to time, the shares of Series E at the time outstanding, upon notice given as provided in Section 6(c) below, at a redemption
price equal to $100,000 per share, together (except as otherwise provided herein) with an amount equal to any dividends that have been
declared but not paid prior to the redemption date (but with no amount in respect of any dividends that have not been declared prior to
such date). The redemption price for any shares of Series E shall be payable on the redemption date to the holder of such shares against
surrender of the certificate(s) evidencing such shares to the Corporation or its agent. Any declared but unpaid dividends payable on a
redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to
receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such
Dividend Record Date relating to the Dividend Payment Date as provided in Section 4 above.
(b) No Sinking Fund. The Series E will not be subject to any mandatory redemption, sinking fund or other similar
provisions. Holders of Series E will have no right to require redemption of any shares of Series E.
(c) Notice of Redemption. Notice of every redemption of shares of Series E shall be given by first class mail, postage
prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the
Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed
as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice,
but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series E
designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series E.
Notwithstanding the foregoing, if the Series E or any depositary shares representing interests in the Series E are issued in book-entry
form through The Depository Trust Company or any other similar facility, notice of redemption may be given to the holders of Series E
at such time and in any manner permitted by such facility. Each such notice given to a holder shall state: (1) the redemption date; (2) the
number of shares of Series E to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such
shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where certificates for such shares are to be
surrendered for payment of the redemption price.
(d) Partial Redemption. In case of any redemption of only part of the shares of Series E at the time outstanding, the shares
to be redeemed shall be selected either pro rata or in such other manner as the Corporation may determine to be fair and equitable.
Subject to the provisions hereof, the Corporation shall have full power and authority to prescribe the terms and conditions upon which
shares of Series E shall be redeemed from time to time. If fewer than all the shares represented by any certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares without charge to the holder thereof.
(e) Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date
specified in the notice all funds
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necessary for the redemption have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata
benefit of the holders of the shares called for redemption, so as to be and continue to be available therefor, then, notwithstanding that
any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date
dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption shall no longer be deemed
outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right
of the holders thereof to receive the amount payable on such redemption, without interest. Any funds unclaimed at the end of three
years from the redemption date shall, to the extent permitted by law, be released to the Corporation, after which time the holders of the
shares so called for redemption shall look only to the Corporation for payment of the redemption price of such shares.
Section 7. Conversion Upon Regulatory Changes. If both (i) and (ii) below occur:
(i) after the date of the issuance of the Series E, the Corporation (by election or otherwise) becomes subject to any law, rule,
regulation or guidance (together, “Regulations”) relating to its capital adequacy, which Regulation (x) modifies the existing
requirements for treatment as Allowable Capital (as defined under the Securities and Exchange Commission rules relating to
consolidated supervised entities as in effect from time to time), (y) provides for a type or level of capital characterized as “Tier 1”
or its equivalent pursuant to Regulations of any governmental agency, authority or other body having regulatory jurisdiction over
the Corporation (or any of its subsidiaries or consolidated affiliates) and implementing the capital standards published by the Basel
Committee on Banking Supervision, the Securities and Exchange Commission, the Board of Governors of the Federal Reserve
System or any other United States national governmental agency, authority or other body, or any other applicable regime based on
capital standards published by the Basel Committee on Banking Supervision or its successor, or (z) provides for a type or level of
capital that in the judgment of the Corporation (after consultation with legal counsel of recognized standing) is substantially
equivalent to such “Tier 1” capital (such capital described in either (y) or (z) above is referred to below as “Tier 1 Capital
Equivalent”), and
(ii) the Corporation affirmatively elects to qualify the Series E for treatment as Allowable Capital or Tier 1 Capital
Equivalent without any sublimit or other quantitative restriction on the inclusion of the Series E in Allowable Capital or Tier 1
Capital Equivalent (other than any limitation the Corporation elects to accept and any limitation requiring that common equity or a
specified form of common equity constitute the dominant form of Allowable Capital or Tier 1 Capital Equivalent) under such
Regulations,
then, upon such affirmative election, the Series E shall be convertible at the Corporation’s option into a new series of Preferred Stock
having terms and provisions substantially identical to those of the Series E, except that such new series may have such additional or
modified rights, preferences, privileges and voting powers, and limitations and restrictions
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thereof, as are necessary in the judgment of the Board of Directors or the Committee (or another duly authorized committee of the
Board of Directors) (after consultation with legal counsel of recognized standing) to comply with the Required Unrestricted Capital
Provisions (as defined below), provided that the Corporation will not cause any such conversion unless the Board of Directors or the
Committee (or another duly authorized committee of the Board of Directors) determines that the rights, preferences, privileges and
voting powers, and the qualifications, limitations and restrictions thereof, of such new series of Preferred Stock, taken as a whole, are
not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and the qualifications,
limitations and restrictions thereof, of the Series E, taken as a whole.
As used above, the term “Required Unrestricted Capital Provisions” means such terms and provisions as are, in the judgment
of the Corporation (after consultation with counsel of recognized standing), required for preferred stock to be treated as Allowable
Capital or Tier 1 Capital Equivalent, as applicable, without any sublimit or other quantitative restriction on the inclusion of such
preferred stock in Allowable Capital or Tier 1 Capital Equivalent, as applicable (other than any limitation the Corporation elects to
accept and any limitation requiring that common equity or a specified form of common equity constitute the dominant form of
Allowable Capital or Tier 1 Capital Equivalent) pursuant to the applicable Regulations.
The Corporation shall provide notice to the holders of Series E of any election to qualify the Series E for Allowable Capital
or Tier 1 Capital Equivalent treatment and of any determination to convert the Series E into a new series of Preferred Stock pursuant to
the terms of this Section 7, promptly upon the effectiveness of any such election or determination. A copy of such notice and of the
relevant Regulations shall be maintained on file at the principal offices of the Corporation and, upon request, will be made available to
any stockholder of the Corporation. Any conversion of the Series E pursuant to this Section 7 shall be effected pursuant to such
procedures as the Corporation may determine and publicly disclose.
Except as specified in this Section 7, holders of Series E shares shall have no right to exchange or convert such shares into
any other securities.
Section 8. Voting Rights.
(a) General. The holders of Series E shall not have any voting rights except as set forth below or as otherwise from to time
required by law.
(b) Right To Elect Two Directors Upon Nonpayment Events. If and whenever dividends on any shares of Series E shall
not have been declared and paid for Dividend Periods, whether or not consecutive, equivalent to at least eighteen months (a
“Nonpayment Event”), the number of directors then constituting the Board of Directors shall automatically be increased by two and the
holders of Series E, together with the holders of any outstanding shares of Voting Preferred Stock, voting together as a single class,
shall be entitled to elect the two additional directors (the “Preferred Stock Directors”), provided that it shall be a qualification for
election for any such Preferred Stock Director that the election of such director shall not cause the Corporation to violate
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the corporate governance requirement of the New York Stock Exchange (or any other securities exchange or other trading facility on
which securities of the Corporation may then be listed or traded) that listed or traded companies must have a majority of independent
directors and provided further that the Board of Directors shall at no time include more than two Preferred Stock Directors (including,
for purposes of this limitation, all directors that the holders of any series of Voting Preferred Stock are entitled to elect pursuant to like
voting rights).
In the event that the holders of the Series E, and such other holders of Voting Preferred Stock, shall be entitled to vote for the
election of the Preferred Stock Directors following a Nonpayment Event, such directors shall be initially elected following such
Nonpayment Event only at a special meeting called at the request of the holders of record of at least 20% of the Series E or of any other
series of Voting Preferred Stock then outstanding (unless such request for a special meeting is received less than 90 days before the date
fixed for the next annual or special meeting of the stockholders of the Corporation, in which event such election shall be held only at
such next annual or special meeting of stockholders), and at each subsequent annual meeting of stockholders of the Corporation. Such
request to call a special meeting for the initial election of the Preferred Stock Directors after a Nonpayment Event shall be made by
written notice, signed by the requisite holders of Series E or Voting Preferred Stock, and delivered to the Secretary of the Corporation in
such manner as provided for in Section 10 below, or as may otherwise be required by law.
When dividends have been paid (or declared and a sum sufficient for payment thereof set aside) in full on the Series E for
Dividend Periods, whether or not consecutive, equivalent to at least one year after a Nonpayment Event, then the right of the holders of
Series E to elect the Preferred Stock Directors shall cease (but subject always to revesting of such voting rights in the case of any future
Nonpayment Event), and, if and when any rights of holders of Series E and Voting Preferred Stock to elect the Preferred Stock
Directors shall have ceased, the terms of office of all the Preferred Stock Directors shall forthwith terminate and the number of directors
constituting the Board of Directors shall automatically be reduced accordingly.
Any Preferred Stock Director may be removed at any time without cause by the holders of record of a majority of the
outstanding shares of the Series E and Voting Preferred Stock, when they have the voting rights described above (voting together as a
single class). So long as a Nonpayment Event shall continue, any vacancy in the office of a Preferred Stock Director (other than prior to
the initial election of Preferred Stock Directors after a Nonpayment Event) may be filled by the written consent of the Preferred Stock
Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of
the Series E and all Voting Preferred Stock, when they have the voting rights described above (voting together as a single class). Any
such vote of stockholders to remove, or to fill a vacancy in the office of, a Preferred Stock Director may be taken only at a special
meeting of such stockholders, called as provided above for an initial election of Preferred Stock Director after a Nonpayment Event
(unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in
which event such election shall be held at
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such next annual or special meeting of stockholders). The Preferred Stock Directors shall each be entitled to one vote per director on
any matter that shall come before the Board of Directors for a vote. Each Preferred Stock Director elected at any special meeting of
stockholders or by written consent of the other Preferred Stock Director shall hold office until the next annual meeting of the
stockholders if such office shall not have previously terminated as above provided.
(c) Other Voting Rights. So long as any shares of Series E are outstanding, in addition to any other vote or consent of
stockholders required by law or by the Certificate of Incorporation, the vote or consent of the holders of at least 66 2⁄3% of the shares of
Series E and any Voting Preferred Stock at the time outstanding and entitled to vote thereon, voting together as a single class, given in
person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting
or validating:
(i) Authorization of Senior Stock. Any amendment or alteration of the Certificate of Incorporation to authorize or create, or
increase the authorized amount of, any shares of any class or series of capital stock of the Corporation ranking senior to the Series
E with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or
winding up of the Corporation;
(ii) Amendment of Series E. Any amendment, alteration or repeal of any provision of the Certificate of Incorporation so as
to materially and adversely affect the special rights, preferences, privileges or voting powers of the Series E, taken as a whole; or
(iii) Share Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding share exchange or
reclassification involving the Series E, or of a merger or consolidation of the Corporation with another corporation or other entity,
unless in each case (x) the shares of Series E remain outstanding or, in the case of any such merger or consolidation with respect to
which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the
surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the
case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole,
as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations
and restrictions thereof, of the Series E immediately prior to such consummation, taken as a whole;
provided, however, that for all purposes of this Section 8(c), any increase in the amount of the authorized or issued Series E or
authorized Preferred Stock, or the creation and issuance, or an increase in the authorized or issued amount, of any other series of
Preferred Stock ranking equally with and/or junior to the Series E with respect to the payment of dividends (whether such dividends are
cumulative or non-cumulative) and/or the distribution of assets upon liquidation, dissolution or winding up of the Corporation will
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not be deemed to adversely affect the rights, preferences, privileges or voting powers of the Series E. In addition, any conversion of the
Series E pursuant to Section 7 above shall not be deemed to adversely affect the rights, preferences, privileges and voting powers of the
Series E.
If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 8(c)
would adversely affect the Series E and one or more but not all other series of Preferred Stock, then only the Series E and such series of
Preferred Stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together as a single class (in lieu
of all other series of Preferred Stock).
(d) Changes for Clarification. Without the consent of the holders of the Series E, so long as such action does not adversely
affect the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of the Series E, the Corporation may
amend, alter, supplement or repeal any terms of the Series E:
(i) to cure any ambiguity, or to cure, correct or supplement any provision contained in this Certificate of Designations that
may be defective or inconsistent; or
(ii) to make any provision with respect to matters or questions arising with respect to the Series E that is not inconsistent with
the provisions of this Certificate of Designations.
(e) Changes after Provision for Redemption. No vote or consent of the holders of Series E shall be required pursuant to
Section 8(b), (c) or (d) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such
Section, all outstanding shares of Series E shall have been redeemed, or shall have been called for redemption upon proper notice and
sufficient funds shall have been set aside for such redemption, in each case pursuant to Section 6 above.
(f) Procedures for Voting and Consents. The rules and procedures for calling and conducting any meeting of the holders of
Series E (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a
meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be
governed by any rules the Board of Directors or the Committee (or another duly authorized committee of the Board of Directors), in its
discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Certificate of
Incorporation, the Bylaws, applicable law and any national securities exchange or other trading facility on which the Series E is listed or
traded at the time. Whether the vote or consent of the holders of a plurality, majority or other portion of the shares of Series E and any
Voting Preferred Stock has been cast or given on any matter on which the holders of shares of Series E are entitled to vote shall be
determined by the Corporation by reference to the specified liquidation amounts of the shares voted or covered by the consent.
Section 9. Record Holders. To the fullest extent permitted by applicable law, the Corporation and the transfer agent for the
Series E may deem and treat the record holder of any share of Series E as the true and lawful owner thereof for all purposes, and neither
the Corporation nor such transfer agent shall be affected by any notice to the contrary.
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Section 10. Notices. All notices or communications in respect of Series E shall be sufficiently given if given in writing and
delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of
Designations, in the Certificate of Incorporation or Bylaws or by applicable law.
Section 11. No Preemptive Rights. No share of Series E shall have any rights of preemption whatsoever as to any securities
of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such
warrants, rights or options, may be designated, issued or granted.
Section 12. Other Rights. The shares of Series E shall not have any voting powers, preferences or relative, participating,
optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of
Incorporation or as provided by applicable law.
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Appendix F
CERTIFICATE OF DESIGNATIONS
OF
PERPETUAL NON-CUMULATIVE PREFERRED STOCK, SERIES F
OF
THE GOLDMAN SACHS GROUP, INC.
THE GOLDMAN SACHS GROUP, INC., a corporation organized and existing under the General Corporation Law of the
State of Delaware (the “Corporation”), in accordance with the provisions of Sections 103 and 151 thereof, DOES HEREBY CERTIFY:
The Securities Issuance Committee (the “Committee”) of the board of directors of the Corporation (the “Board of
Directors”), in accordance with the resolutions of the Board of Directors dated September 16, 2005 and September 29, 2006, the
provisions of the restated certificate of incorporation and the amended and restated bylaws of the Corporation and applicable law, by
unanimous written consent dated May 14, 2007, adopted the following resolution creating a series of 5,000.1 shares of Preferred Stock
of the Corporation designated as “Perpetual Non-Cumulative Preferred Stock, Series F”.
RESOLVED, that pursuant to the authority vested in the Committee and in accordance with the resolutions of the Board of
Directors dated September 16, 2005 and September 29, 2006, the provisions of the restated certificate of incorporation and the amended
and restated bylaws of the Corporation and applicable law, a series of Preferred Stock, par value $.01 per share, of the Corporation be
and hereby is created, and that the designation and number of shares of such series, and the voting and other powers, preferences and
relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, are
as follows:
Section 1. Designation. The distinctive serial designation of such series of Preferred Stock is “Perpetual Non-Cumulative
Preferred Stock, Series F” (“Series F”). Each share of Series F shall be identical in all respects to every other share of Series F.
Section 2. Number of Shares. The authorized number of shares of Series F shall be 5,000.1. Shares of Series F that are
redeemed, purchased or otherwise acquired by the Corporation, or converted into another series of Preferred Stock, shall be cancelled
and shall revert to authorized but unissued shares of Series F.
Section 3. Definitions. As used herein with respect to Series F:
(a) “Board of Directors” means the board of directors of the Corporation.
(b) “ByLaws” means the amended and restated bylaws of the Corporation, as they may be amended from time to time.
(c) “Business Day” means a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is not a day on which
banking institutions in New York City generally are authorized or obligated by law, regulation or executive order to close.
(d) “Calculation Agent” means, at any time, the person or entity appointed by the Corporation and serving as such agent at
such time. The Corporation may terminate any such appointment and may appoint a successor agent at any time and from time to
time, provided that the Corporation shall use its best efforts to ensure that there is, at all relevant times when the Series F is
outstanding, a person or entity appointed and serving as such agent. The Calculation Agent may be a person or entity affiliated
with the Corporation.
(e) “Certificate of Designations” means this Certificate of Designations relating to the Series F, as it may be amended from
time to time.
(f) “Certification of Incorporation” shall mean the restated certificate of incorporation of the Corporation, as it may be
amended from time to time, and shall include this Certificate of Designations.
(g) “Common Stock” means the common stock, par value $0.01 per share, of the Corporation.
(h) “Junior Stock” means the Common Stock and any other class or series of stock of the Corporation (other than Series F)
that ranks junior to Series F either or both as to the payment of dividends and/or as to the distribution of assets on any liquidation,
dissolution or winding up of the Corporation.
(i) “London Business Day” means a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is a day on which
dealings in U.S. dollars are transacted in the London interbank market.
(j) “Parity Stock” means any class or series of stock of the Corporation (other than Series F) that ranks equally with Series F
both in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.
(k) “Preferred Stock” means any and all series of Preferred Stock, having a par value of $0.01 per share, of the Corporation,
including the Series F.
(l) “Representative Amount” means, at any time, an amount that, in the Calculation Agent’s judgment, is representative of a
single transaction in the relevant market at the relevant time.
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(m) “Reuters Screen LIBOR01” means the display designated on the Reuters 3000 Xtra (or such other page as may replace
that page on that service or such other service as may be nominated by the British Bankers’ Association for the purpose of
displaying London interbank offered rates for U.S. Dollar deposits).
(n) “Voting Preferred Stock” means, with regard to any election or removal of a Preferred Stock Director (as defined in
Section 8(b) below) or any other matter as to which the holders of Series F are entitled to vote as specified in Section 8 of this
Certificate of Designations, any and all series of Preferred Stock (other than Series F) that rank equally with Series F either as to
the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up of the Corporation and
upon which like voting rights have been conferred and are exercisable with respect to such matter.
Section 4. Dividends.
(a) Rate. Holders of Series F shall be entitled to receive, when, as and if declared by the Board of Directors or the
Committee (or another duly authorized committee of the Board of Directors) out of funds legally available for the payment of dividends
under Delaware law, non-cumulative cash dividends at the rate determined as set forth below in this Section (4) applied to the
liquidation preference amount of $100,000 per share of Series F. Such dividends shall be payable quarterly in arrears (as provided
below in this Section 4(a)), but only when, as and if declared by the Board of Directors or the Committee (or another duly authorized
committee of the Board of Directors), on March 1, June 1, September 1 and December 1 of each year (each a “Dividend Payment
Date”); provided that if any such Dividend Payment Date would otherwise occur on a day that is not a Business Day, such Dividend
Payment Date shall instead be (and any dividend payable on Series F on such Dividend Payment Date shall instead be payable on) the
immediately succeeding Business Day. If a Dividend Payment Date is not a Business Day, the applicable dividend shall be paid on the
first Business Day following that day. Dividends on Series F shall not be cumulative; holders of Series F shall not be entitled to receive
any dividends not declared by the Board of Directors or the Committee (or another duly authorized committee of the Board of
Directors) and no interest, or sum of money in lieu of interest, shall be payable in respect of any dividend not so declared.
Dividends that are payable on Series F on any Dividend Payment Date will be payable to holders of record of Series F as
they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day before such
Dividend Payment Date or such other record date fixed by the Board of Directors or the Committee (or another duly authorized
committee of the Board of Directors) that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a
“Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a
Business Day.
Each dividend period (a “Dividend Period”) shall commence on and include a Dividend Payment Date (other than the initial
Dividend Period, which shall commence
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on and include the date of original issue of the Series F) and shall end on and include the calendar day next preceding the next Dividend
Payment Date. Dividends payable on the Series F in respect of any Dividend Period shall be computed by the Calculation Agent on the
basis of a 360-day year and the actual number of days elapsed in such Dividend Period. Dividends payable in respect of a Dividend
Period shall be payable in arrears – i.e., on the first Dividend Payment Date after such Dividend Period.
The dividend rate on the Series F, for each Dividend Period, shall be (a) if the shares of Series F are issued prior to
September 1, 2012, a rate per annum equal to three-month LIBOR plus 0.77% until the Dividend Payment date in September 2012, and
(b) thereafter, a rate per annum that will reset quarterly and shall be equal to the greater of (i) three-month LIBOR for such Dividend
Period plus 0.77 % and (ii) 4.000%. Three-month LIBOR, with respect to any Dividend Period, means the offered rate expressed as a
percentage per annum for three-month deposits in U.S. dollars on the first day of such Dividend Period, as that rate appears on Reuters
Screen LIBOR01 (or any successor or replacement page) as of 11:00 A.M., London time, on the second London Business Day
immediately preceding the first day of such Dividend Period.
If the rate described in the preceding paragraph does not appear on Reuters Screen LIBOR01(or any successor or
replacement page), LIBOR shall be determined on the basis of the rates, at approximately 11:00 A.M., London time, on the second
London Business Day immediately preceding the first day of such Dividend Period, at which deposits of the following kind are offered
to prime banks in the London interbank market by four major banks in that market selected by the Calculation Agent: three-month
deposits in U.S. dollars, beginning on the first day of such Dividend Period, and in a Representative Amount. The Calculation Agent
shall request the principal London office of each of these banks to provide a quotation of its rate at approximately 11:00 A.M., London
time. If at least two quotations are provided, LIBOR for such Dividend Period shall be the arithmetic mean of such quotations.
If fewer than two quotations are provided as described in the preceding paragraph, LIBOR for such Dividend Period shall be
the arithmetic mean of the rates for loans of the following kind to leading European banks quoted, at approximately 11:00 A.M. New
York City time, on the second London Business Day immediately preceding the first day of such Dividend Period, by three major banks
in New York City selected by the Calculation Agent: three-month loans of U.S. dollars, beginning on the first day of such Dividend
Period, and in a Representative Amount.
If fewer than three banks selected by the Calculation Agent are quoting as described in the preceding paragraph, LIBOR for
such Dividend Period shall be LIBOR in effect for the prior Dividend Period.
The Calculation Agent’s determination of any dividend rate, and its calculation of the amount of dividends for any Dividend
Period, will be maintained on file at the Corporation’s principal offices and will be available to any stockholder upon request and will
be final and binding in the absence of manifest error.
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Holders of Series F shall not be entitled to any dividends, whether payable in cash, securities or other property, other than
dividends (if any) declared and payable on the Series F as specified in this Section 4 (subject to the other provisions of this Certificate
of Designations).
(b) Priority of Dividends. So long as any share of Series F remains outstanding, no dividend shall be declared or paid on the
Common Stock or any other shares of Junior Stock (other than a dividend payable solely in Junior Stock), and no Common Stock or
other Junior Stock shall be purchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other
than as a result of a reclassification of Junior Stock for or into other Junior Stock, or the exchange or conversion of one share of Junior
Stock for or into another share of Junior Stock and other than through the use of the proceeds of a substantially contemporaneous sale of
Junior Stock) during a Dividend Period, unless the full dividends for the latest completed Dividend Period on all outstanding shares of
Series F have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside). The foregoing
provision shall not restrict the ability of Goldman, Sachs & Co., or any other affiliate of the Corporation, to engage in any market-
making transactions in Junior Stock in the ordinary course of business.
When dividends are not paid (or declared and a sum sufficient for payment thereof set aside) on any Dividend Payment Date
(or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date
falling within a Dividend Period) in full upon the Series F and any shares of Parity Stock, all dividends declared on the Series F and all
such Parity Stock and payable on such Dividend Payment Date (or, in the case of parity stock having dividend payment dates different
from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment
Date) shall be declared pro rata so that the respective amounts of such dividends shall bear the same ratio to each other as all accrued
but unpaid dividends per share on the Series F and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity
Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the
Dividend Period related to such Dividend Payment Date) bear to each other.
Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board of
Directors or the Committee (or another duly authorized committee of the Board of Directors) may be declared and paid on any
securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and
the Series F shall not be entitled to participate in any such dividends.
Section 5. Liquidation Rights.
(a) Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, holders of Series F shall be entitled to receive, out of the assets of the
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Corporation or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Corporation, and after
satisfaction of all liabilities and obligations to creditors of the Corporation, before any distribution of such assets or proceeds is made to
or set aside for the holders of Common Stock and any other stock of the Corporation ranking junior to the Series F as to such
distribution, in full an amount equal to $100,000 per share (the “Series F Liquidation Amount”), together with an amount equal to all
dividends (if any) that have been declared but not paid prior to the date of payment of such distribution (but without any amount in
respect of dividends that have not been declared prior to such payment date).
(b) Partial Payment. If in any distribution described in Section 5(a) above the assets of the Corporation or proceeds thereof
are not sufficient to pay the Liquidation Preferences (as defined below) in full to all holders of Series F and all holders of any stock of
the Corporation ranking equally with the Series F as to such distribution, the amounts paid to the holders of Series F and to the holders
of all such other stock shall be paid pro rata in accordance with the respective aggregate Liquidation Preferences of the holders of Series
F and the holders of all such other stock. In any such distribution, the “Liquidation Preference” of any holder of stock of the
Corporation shall mean the amount otherwise payable to such holder in such distribution (assuming no limitation on the assets of the
Corporation available for such distribution), including an amount equal to any declared but unpaid dividends (and, in the case of any
holder of stock other than Series F and on which dividends accrue on a cumulative basis, an amount equal to any unpaid, accrued,
cumulative dividends, whether or not declared, as applicable).
(c) Residual Distributions. If the Liquidation Preference has been paid in full to all holders of Series F, the holders of other
stock of the Corporation shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according to their
respective rights and preferences.
(d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the merger or consolidation
of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Series F
receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or
substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.
Section 6. Redemption.
(a) Optional Redemption. The Series F may not be redeemed by the Corporation prior to the later of September 1, 2012 and
the date of original issue of Series F. On or after that date, the Corporation, at its option, may redeem, in whole at any time or in part
from time to time, the shares of Series F at the time outstanding, upon notice given as provided in Section 6(c) below, at a redemption
price equal to $100,000 per share, together (except as otherwise provided herein) with an amount equal to any dividends that have been
declared but not paid prior to the redemption date (but with no amount in respect
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of any dividends that have not been declared prior to such date). The redemption price for any shares of Series F shall be payable on the
redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Corporation or its
agent. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the Dividend Record Date for a
Dividend Period shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid
to the holder of record of the redeemed shares on such Dividend Record Date relating to the Dividend Payment Date as provided in
Section 4 above.
(b) No Sinking Fund. The Series F will not be subject to any mandatory redemption, sinking fund or other similar
provisions. Holders of Series F will have no right to require redemption of any shares of Series F.
(c) Notice of Redemption. Notice of every redemption of shares of Series F shall be given by first class mail, postage
prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the
Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed
as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice,
but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series F
designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series F.
Notwithstanding the foregoing, if the Series F or any depositary shares representing interests in the Series F are issued in book-entry
form through The Depository Trust Company or any other similar facility, notice of redemption may be given to the holders of Series F
at such time and in any manner permitted by such facility. Each such notice given to a holder shall state: (1) the redemption date; (2) the
number of shares of Series F to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such
shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where certificates for such shares are to be
surrendered for payment of the redemption price.
(d) Partial Redemption. In case of any redemption of only part of the shares of Series F at the time outstanding, the shares
to be redeemed shall be selected either pro rata or in such other manner as the Corporation may determine to be fair and equitable.
Subject to the provisions hereof, the Corporation shall have full power and authority to prescribe the terms and conditions upon which
shares of Series F shall be redeemed from time to time. If fewer than all the shares represented by any certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares without charge to the holder thereof.
(e) Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date
specified in the notice all funds necessary for the redemption have been set aside by the Corporation, separate and apart from its other
funds, in trust for the pro rata benefit of the holders of the shares called for redemption, so as to be and continue to be available therefor,
then, notwithstanding that
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any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date
dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption shall no longer be deemed
outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right
of the holders thereof to receive the amount payable on such redemption, without interest. Any funds unclaimed at the end of three
years from the redemption date shall, to the extent permitted by law, be released to the Corporation, after which time the holders of the
shares so called for redemption shall look only to the Corporation for payment of the redemption price of such shares.
Section 7. Conversion Upon Regulatory Changes. If both (i) and (ii) below occur:
(i) after the date of the issuance of the Series F, the Corporation (by election or otherwise) becomes subject to any law, rule,
regulation or guidance (together, “Regulations”) relating to its capital adequacy, which Regulation (x) modifies the existing
requirements for treatment as Allowable Capital (as defined under the Securities and Exchange Commission rules relating to
consolidated supervised entities as in effect from time to time), (y) provides for a type or level of capital characterized as “Tier 1”
or its equivalent pursuant to Regulations of any governmental agency, authority or other body having regulatory jurisdiction over
the Corporation (or any of its subsidiaries or consolidated affiliates) and implementing the capital standards published by the Basel
Committee on Banking Supervision, the Securities and Exchange Commission, the Board of Governors of the Federal Reserve
System or any other United States national governmental agency, authority or other body, or any other applicable regime based on
capital standards published by the Basel Committee on Banking Supervision or its successor, or (z) provides for a type or level of
capital that in the judgment of the Corporation (after consultation with legal counsel of recognized standing) is substantially
equivalent to such “Tier 1” capital (such capital described in either (y) or (z) above is referred to below as “Tier 1 Capital
Equivalent”), and
(ii) the Corporation affirmatively elects to qualify the Series F for treatment as Allowable Capital or Tier 1 Capital
Equivalent without any sublimit or other quantitative restriction on the inclusion of the Series F in Allowable Capital or Tier 1
Capital Equivalent (other than any limitation the Corporation elects to accept and any limitation requiring that common equity or a
specified form of common equity constitute the dominant form of Allowable Capital or Tier 1 Capital Equivalent) under such
Regulations,
then, upon such affirmative election, the Series F shall be convertible at the Corporation’s option into a new series of Preferred Stock
having terms and provisions substantially identical to those of the Series F, except that such new series may have such additional or
modified rights, preferences, privileges and voting powers, and limitations and restrictions thereof, as are necessary in the judgment of
the Board of Directors or the Committee (or another duly authorized committee of the Board of Directors) (after consultation with legal
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counsel of recognized standing) to comply with the Required Unrestricted Capital Provisions (as defined below), provided that the
Corporation will not cause any such conversion unless the Board of Directors or the Committee (or another duly authorized committee
of the Board of Directors) determines that the rights, preferences, privileges and voting powers, and the qualifications, limitations and
restrictions thereof, of such new series of Preferred Stock, taken as a whole, are not materially less favorable to the holders thereof than
the rights, preferences, privileges and voting powers, and the qualifications, limitations and restrictions thereof, of the Series F, taken as
a whole.
As used above, the term “Required Unrestricted Capital Provisions” means such terms and provisions as are, in the judgment
of the Corporation (after consultation with counsel of recognized standing), required for preferred stock to be treated as Allowable
Capital or Tier 1 Capital Equivalent, as applicable, without any sublimit or other quantitative restriction on the inclusion of such
preferred stock in Allowable Capital or Tier 1 Capital Equivalent, as applicable (other than any limitation the Corporation elects to
accept and any limitation requiring that common equity or a specified form of common equity constitute the dominant form of
Allowable Capital or Tier 1 Capital Equivalent) pursuant to the applicable Regulations.
The Corporation shall provide notice to the holders of Series F of any election to qualify the Series F for Allowable Capital
or Tier 1 Capital Equivalent treatment and of any determination to convert the Series F into a new series of Preferred Stock pursuant to
the terms of this Section 7, promptly upon the effectiveness of any such election or determination. A copy of such notice and of the
relevant Regulations shall be maintained on file at the principal offices of the Corporation and, upon request, will be made available to
any stockholder of the Corporation. Any conversion of the Series F pursuant to this Section 7 shall be effected pursuant to such
procedures as the Corporation may determine and publicly disclose.
Except as specified in this Section 7, holders of Series F shares shall have no right to exchange or convert such shares into
any other securities.
Section 8. Voting Rights.
(a) General. The holders of Series F shall not have any voting rights except as set forth below or as otherwise from to time
required by law.
(b) Right To Elect Two Directors Upon Nonpayment Events. If and whenever dividends on any shares of Series F shall
not have been declared and paid for at least six Dividend Periods, whether or not consecutive (a “Nonpayment Event”), the number of
directors then constituting the Board of Directors shall automatically be increased by two and the holders of Series F, together with the
holders of any outstanding shares of Voting Preferred Stock, voting together as a single class, shall be entitled to elect the two
additional directors (the “Preferred Stock Directors”), provided that it shall be a qualification for election for any such Preferred Stock
Director that the election of such director shall not cause the Corporation to violate the corporate governance requirement of the New
York Stock Exchange (or any other securities exchange or other trading facility on
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which securities of the Corporation may then be listed or traded) that listed or traded companies must have a majority of independent
directors and provided further that the Board of Directors shall at no time include more than two Preferred Stock Directors (including,
for purposes of this limitation, all directors that the holders of any series of Voting Preferred Stock are entitled to elect pursuant to like
voting rights).
In the event that the holders of the Series F, and such other holders of Voting Preferred Stock, shall be entitled to vote for the
election of the Preferred Stock Directors following a Nonpayment Event, such directors shall be initially elected following such
Nonpayment Event only at a special meeting called at the request of the holders of record of at least 20% of the Series F or of any other
series of Voting Preferred Stock then outstanding (unless such request for a special meeting is received less than 90 days before the date
fixed for the next annual or special meeting of the stockholders of the Corporation, in which event such election shall be held only at
such next annual or special meeting of stockholders), and at each subsequent annual meeting of stockholders of the Corporation. Such
request to call a special meeting for the initial election of the Preferred Stock Directors after a Nonpayment Event shall be made by
written notice, signed by the requisite holders of Series F or Voting Preferred Stock, and delivered to the Secretary of the Corporation in
such manner as provided for in Section 10 below, or as may otherwise be required by law.
When dividends have been paid (or declared and a sum sufficient for payment thereof set aside) in full on the Series F for at least
four Dividend Periods (whether or not consecutive) after a Nonpayment Event, then the right of the holders of Series F to elect the
Preferred Stock Directors shall cease (but subject always to revesting of such voting rights in the case of any future Nonpayment
Event), and, if and when any rights of holders of Series F and Voting Preferred Stock to elect the Preferred Stock Directors shall have
ceased, the terms of office of all the Preferred Stock Directors shall forthwith terminate and the number of directors constituting the
Board of Directors shall automatically be reduced accordingly.
Any Preferred Stock Director may be removed at any time without cause by the holders of record of a majority of the outstanding
shares of the Series F and Voting Preferred Stock, when they have the voting rights described above (voting together as a single class).
So long as a Nonpayment Event shall continue, any vacancy in the office of a Preferred Stock Director (other than prior to the initial
election of Preferred Stock Directors after a Nonpayment Event) may be filled by the written consent of the Preferred Stock Director
remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of the Series F
and all Voting Preferred Stock, when they have the voting rights described above (voting together as a single class). Any such vote of
stockholders to remove, or to fill a vacancy in the office of, a Preferred Stock Director may be taken only at a special meeting of such
stockholders, called as provided above for an initial election of Preferred Stock Director after a Nonpayment Event (unless such request
is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such
election shall be held at such next annual or special meeting of stockholders). The Preferred Stock Directors shall
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each be entitled to one vote per director on any matter that shall come before the Board of Directors for a vote. Each Preferred Stock
Director elected at any special meeting of stockholders or by written consent of the other Preferred Stock Director shall hold office until
the next annual meeting of the stockholders if such office shall not have previously terminated as above provided.
(c) Other Voting Rights. So long as any shares of Series F are outstanding, in addition to any other vote or consent of
stockholders required by law or by the Certificate of Incorporation, the vote or consent of the holders of at least 66 2⁄3% of the shares of
Series F and any Voting Preferred Stock at the time outstanding and entitled to vote thereon, voting together as a single class, given in
person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting
or validating:
(i) Authorization of Senior Stock. Any amendment or alteration of the Certificate of Incorporation to authorize or create, or
increase the authorized amount of, any shares of any class or series of capital stock of the Corporation ranking senior to the Series
F with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or
winding up of the Corporation;
(ii) Amendment of Series F. Any amendment, alteration or repeal of any provision of the Certificate of Incorporation so as
to materially and adversely affect the special rights, preferences, privileges or voting powers of the Series F, taken as a whole; or
(iii) Share Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding share exchange or
reclassification involving the Series F, or of a merger or consolidation of the Corporation with another corporation or other entity,
unless in each case (x) the shares of Series F remain outstanding or, in the case of any such merger or consolidation with respect to
which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the
surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the
case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole,
as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations
and restrictions thereof, of the Series F immediately prior to such consummation, taken as a whole;
provided, however, that for all purposes of this Section 8(c), any increase in the amount of the authorized or issued Series F or
authorized Preferred Stock, or the creation and issuance, or an increase in the authorized or issued amount, of any other series of
Preferred Stock ranking equally with and/or junior to the Series F with respect to the payment of dividends (whether such dividends are
cumulative or non-cumulative) and/or the distribution of assets upon liquidation, dissolution or winding up of the Corporation will
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not be deemed to adversely affect the rights, preferences, privileges or voting powers of the Series F. In addition, any conversion of the
Series F pursuant to Section 7 above shall not be deemed to adversely affect the rights, preferences, privileges and voting powers of the
Series F.
If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 8(c)
would adversely affect the Series F and one or more but not all other series of Preferred Stock, then only the Series F and such series of
Preferred Stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together as a single class (in lieu
of all other series of Preferred Stock).
(d) Changes for Clarification. Without the consent of the holders of the Series F, so long as such action does not adversely
affect the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of the Series F, the Corporation may
amend, alter, supplement or repeal any terms of the Series F:
(i) to cure any ambiguity, or to cure, correct or supplement any provision contained in this Certificate of Designations that
may be defective or inconsistent; or
(ii) to make any provision with respect to matters or questions arising with respect to the Series F that is not inconsistent with
the provisions of this Certificate of Designations.
(e) Changes after Provision for Redemption. No vote or consent of the holders of Series F shall be required pursuant to
Section 8(b), (c) or (d) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such
Section, all outstanding shares of Series F shall have been redeemed, or shall have been called for redemption upon proper notice and
sufficient funds shall have been set aside for such redemption, in each case pursuant to Section 6 above.
(f) Procedures for Voting and Consents. The rules and procedures for calling and conducting any meeting of the holders of
Series F (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a
meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be
governed by any rules the Board of Directors or the Committee (or another duly authorized committee of the Board of Directors), in its
discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Certificate of
Incorporation, the Bylaws, applicable law and any national securities exchange or other trading facility on which the Series F is listed or
traded at the time. Whether the vote or consent of the holders of a plurality, majority or other portion of the shares of Series F and any
Voting Preferred Stock has been cast or given on any matter on which the holders of shares of Series F are entitled to vote shall be
determined by the Corporation by reference to the specified liquidation amounts of the shares voted or covered by the consent.
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Section 9. Record Holders. To the fullest extent permitted by applicable law, the Corporation and the transfer agent for the
Series F may deem and treat the record holder of any share of Series F as the true and lawful owner thereof for all purposes, and neither
the Corporation nor such transfer agent shall be affected by any notice to the contrary.
Section 10. Notices. All notices or communications in respect of Series F shall be sufficiently given if given in writing and
delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of
Designations, in the Certificate of Incorporation or Bylaws or by applicable law.
Section 11. No Preemptive Rights. No share of Series F shall have any rights of preemption whatsoever as to any securities
of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such
warrants, rights or options, may be designated, issued or granted.
Section 12. Other Rights. The shares of Series F shall not have any voting powers, preferences or relative, participating,
optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of
Incorporation or as provided by applicable law.
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Appendix G
CERTIFICATE OF DESIGNATIONS
OF
5.50% FIXED-TO-FLOATING RATE NON-CUMULATIVE
PREFERRED STOCK, SERIES J
OF
THE GOLDMAN SACHS GROUP, INC.
THE GOLDMAN SACHS GROUP, INC., a corporation organized and existing under the General Corporation Law of the
State of Delaware (the “Corporation”), in accordance with the provisions of Sections 103 and 151 thereof, DOES HEREBY CERTIFY:
The Securities Issuance Committee (the “Committee”) of the board of directors of the Corporation (the “Board of
Directors”), in accordance with the resolutions of the Board of Directors dated October 28, 2011, the provisions of the restated
certificate of incorporation and the amended and restated bylaws of the Corporation and applicable law, at a meeting duly called and
held on April 22, 2013, adopted the following resolution creating a series of 46,000 shares of Preferred Stock of the Corporation
designated as “5.50% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series J”.
RESOLVED, that pursuant to the authority vested in the Committee and in accordance with the resolutions of the Board of
Directors dated October 28, 2011, the provisions of the restated certificate of incorporation and the amended and restated bylaws of the
Corporation and applicable law, a series of Preferred Stock, par value $.01 per share, of the Corporation be and hereby is created, and
that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating,
optional or other rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, are as follows:
Section 1. Designation. The distinctive serial designation of such series of Preferred Stock is “5.50% Fixed-to-Floating Rate
Non-Cumulative Preferred Stock, Series J” (“Series J”). Each share of Series J shall be identical in all respects to every other share of
Series J, except as to the respective dates from which dividends thereon shall accrue, to the extent such dates may differ as permitted
pursuant to Section 4(a) below.
Section 2. Number of Shares. The authorized number of shares of Series J shall be 46,000. Shares of Series J that are
redeemed, purchased or otherwise acquired by the Corporation shall be cancelled and shall revert to authorized but unissued shares of
Series J.
Section 3. Definitions. As used herein with respect to Series J:
(a) “Appropriate Federal Banking Agency” means the “appropriate federal banking agency” with respect to the Corporation
as that term is defined in Section 3(q) of the Federal Deposit Insurance Act or any successor provision.
(b) “Board of Directors” means the board of directors of the Corporation.
(c) “ByLaws” means the amended and restated bylaws of the Corporation, as they may be amended from time to time.
(d) “Business Day” means a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is not a day on which
banking institutions in New York City generally are authorized or obligated by law, regulation or executive order to close.
(e) “Calculation Agent” means, at any time, the person or entity appointed by the Corporation and serving as such agent at
such time. The Corporation may terminate any such appointment and may appoint a successor agent at any time and from time to
time, provided that the Corporation shall use its best efforts to ensure that there is, at all relevant times when the Series J is
outstanding, a person or entity appointed and serving as such agent. The Calculation Agent may be a person or entity affiliated
with the Corporation.
(f) “Certificate of Designations” means this Certificate of Designations relating to the Series J, as it may be amended from
time to time.
(g) “Certification of Incorporation” shall mean the restated certificate of incorporation of the Corporation, as it may be
amended from time to time, and shall include this Certificate of Designations.
(h) “Common Stock” means the common stock, par value $0.01 per share, of the Corporation.
(i) “Junior Stock” means the Common Stock and any other class or series of stock of the Corporation (other than Series J)
that ranks junior to Series J either or both as to the payment of dividends and/or as to the distribution of assets on any liquidation,
dissolution or winding up of the Corporation.
(j) “London Business Day” means a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is a day on which
dealings in U.S. dollars are transacted in the London interbank market.
(k) “Parity Stock” means any class or series of stock of the Corporation (other than Series J) that ranks equally with Series J
both in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.
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(l) “Preferred Stock” means any and all series of Preferred Stock, having a par value of $0.01 per share, of the Corporation,
including the Series J.
(m) “Regulatory Capital Treatment Event” means the good faith determination by the Corporation that, as a result of (i) any
amendment to, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that
is enacted or becomes effective after the initial issuance of any share of the Series J (ii) any proposed change in those laws or
regulations that is announced or becomes effective after the initial issuance of any share of Series J, or (iii) any official
administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those
laws or regulations that is announced after the initial issuance of any share of Series J, there is more than an insubstantial risk that
the Corporation will not be entitled to treat the full liquidation preference amount of $25,000 per share of Series J then outstanding
as “tier 1 capital” (or its equivalent) for purposes of the capital adequacy guidelines of the Board of Governors of the Federal
Reserve System (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal
Banking Agency) as then in effect and applicable, for so long as any share of Series J is outstanding.
(n) “Representative Amount” means, at any time, an amount that, in the Calculation Agent’s judgment, is representative of a
single transaction in the relevant market at the relevant time.
(o) “Reuters screen” means the display on the Reuters 3000 Xtra service, or any successor or replacement service.
(p) “Voting Preferred Stock” means, with regard to any election or removal of a Preferred Stock Director (as defined in
Section 7(b) below) or any other matter as to which the holders of Series J are entitled to vote as specified in Section 7 of this
Certificate of Designations, any and all series of Preferred Stock (other than Series J) that rank equally with Series J either as to
the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up of the Corporation and
upon which like voting rights have been conferred and are exercisable with respect to such matter.
Section 4. Dividends.
(a) Rate. Holders of Series J shall be entitled to receive, when, as and if declared by the Board of Directors or the Committee
(or another duly authorized committee of the Board of Directors) out of funds legally available for the payment of dividends under
Delaware law, non-cumulative cash dividends at the rate determined as set forth below in this Section (4) applied to the liquidation
preference amount of $25,000 per share of Series J. Such dividends shall be payable quarterly in arrears (as provided below in
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this Section 4(a)), but only when, as and if declared by the Board of Directors or the Committee (or another duly authorized committee
of the Board of Directors), on February 10, May 10, August 10 and November 10 (“Dividend Payment Dates”), commencing on
August 10, 2013; provided that if any such Dividend Payment Date would otherwise occur on a day that is not a Business Day, such
Dividend Payment Date shall instead be (and any dividend payable on Series J on such Dividend Payment Date shall instead be payable
on) the immediately succeeding Business Day unless, after May 10, 2023, such immediately succeeding Business Day falls in the next
calendar month, in which case such Dividend Payment Date shall instead be (and any such Dividend shall instead be payable on) the
immediately preceding Business Day. Dividends on Series J shall not be cumulative; holders of Series J shall not be entitled to receive
any dividends not declared by the Board of Directors or the Committee (or another duly authorized committee of the Board of
Directors) and no interest, or sum of money in lieu of interest, shall be payable in respect of any dividend not so declared.
Dividends on the Series J shall not be declared or set aside for payment if and to the extent such dividends would cause the
Corporation to fail to comply with the capital adequacy guidelines of the Board of Governors of the Federal Reserve System (or, as and
if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency) applicable to the
Corporation.
Dividends that are payable on Series J on any Dividend Payment Date will be payable to holders of record of Series J as they
appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day before such Dividend
Payment Date or such other record date fixed by the Board of Directors or the Committee (or another duly authorized committee of the
Board of Directors) that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record
Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day.
Each dividend period (a “Dividend Period”) shall commence on and include a Dividend Payment Date (other than the initial
Dividend Period, which shall commence on and include the date of original issue of the Series J, provided that, for any share of Series J
issued after such original issue date, the initial Dividend Period for such shares may commence on and include such other date as the
Board of Directors or the Committee (or another duly authorized committee of the Board of Directors) shall determine and publicly
disclose) and shall end on and include the calendar day next preceding the next Dividend Payment Date. Dividends payable on the
Series J in respect of any Dividend Period beginning prior to May 10, 2023 shall be calculated on the basis of a 360-day year consisting
of twelve 30-day months, and dividends payable on the Series J in respect of any Dividend Period beginning on or after May 10, 2023
shall be calculated by the Calculation Agent on the basis of a 360-day year and the actual number of days elapsed in such Dividend
Period. Dividends payable in respect of a Dividend Period shall be payable in arrears – i.e., on the first Dividend Payment Date after
such Dividend Period.
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The dividend rate on the Series J, for each Dividend Period beginning prior to May 10, 2023, shall be a rate per annum equal
to 5.50%, and the dividend rate on the Series J, for each Dividend Period beginning on or after May 10, 2023, shall be a rate per annum
equal to LIBOR (as defined below) for such Dividend Period plus 3.64%. LIBOR, with respect to any Dividend Period beginning on or
after May 10, 2023, means the offered rate expressed as a percentage per annum for three-month deposits in U.S. dollars on the first day
of such Dividend Period, as that rate appears on Reuters screen LIBOR01 (or any successor or replacement page) as of approximately
11:00 A.M., London time, on the second London Business Day immediately preceding the first day of such Dividend Period.
If the rate described in the preceding paragraph does not appear on the Reuters screen LIBOR01 (or any successor or
replacement page), LIBOR shall be determined on the basis of the rates, at approximately 11:00 A.M., London time, on the second
London Business Day immediately preceding the first day of such Dividend Period, at which deposits of the following kind are offered
to prime banks in the London interbank market by four major banks in that market selected by the Calculation Agent: three-month
deposits in U.S. dollars, beginning on the first day of such Dividend Period, and in a Representative Amount. The Calculation Agent
shall request the principal London office of each of these banks to provide a quotation of its rate at approximately 11:00 A.M., London
time. If at least two quotations are provided, LIBOR for such Dividend Period shall be the arithmetic mean of such quotations.
If fewer than two quotations are provided as described in the preceding paragraph, LIBOR for such Dividend Period shall be
the arithmetic mean of the rates for loans of the following kind to leading European banks quoted, at approximately 11:00 A.M., New
York City time, on the second London Business Day immediately preceding the first day of such Dividend Period, by three major banks
in New York City selected by the Calculation Agent: three-month loans of U.S. dollars, beginning on the first day of such Dividend
Period, and in a Representative Amount.
If no quotation is provided as described in the preceding paragraph, then the Calculation Agent, after consulting such sources
as it deems comparable to any of the foregoing quotations or display page, or any such source as it deems reasonable from which to
estimate LIBOR or any of the foregoing lending rates, shall determine LIBOR for such Dividend Period in its sole discretion.
The Calculation Agent’s determination of any dividend rate, and its calculation of the amount of dividends for any Dividend
Period, will be maintained on file at the Corporation’s principal offices, will be made available to any stockholder upon request and will
be final and binding in the absence of manifest error.
Holders of Series J shall not be entitled to any dividends, whether payable in cash, securities or other property, other than
dividends (if any) declared and payable on the Series J as specified in this Section 4 (subject to the other provisions of this Certificate of
Designations).
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(b) Priority of Dividends. So long as any share of Series J remains outstanding, no dividend shall be declared or paid on the
Common Stock or any other shares of Junior Stock (other than a dividend payable solely in Junior Stock), and no Common Stock or
other Junior Stock shall be purchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other
than as a result of a reclassification of Junior Stock for or into other Junior Stock, or the exchange or conversion of one share of Junior
Stock for or into another share of Junior Stock and other than through the use of the proceeds of a substantially contemporaneous sale of
Junior Stock) during a Dividend Period, unless the full dividends for the latest completed Dividend Period on all outstanding shares of
Series J have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside). The foregoing
provision shall not restrict the ability of Goldman, Sachs & Co., or any other affiliate of the Corporation, to engage in any market-
making transactions in Junior Stock in the ordinary course of business.
When dividends are not paid (or declared and a sum sufficient for payment thereof set aside) on any Dividend Payment Date
(or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date
falling within a Dividend Period) in full upon the Series J and any shares of Parity Stock, all dividends declared on the Series J and all
such Parity Stock and payable on such Dividend Payment Date (or, in the case of parity stock having dividend payment dates different
from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment
Date) shall be declared pro rata so that the respective amounts of such dividends shall bear the same ratio to each other as all accrued
but unpaid dividends per share on the Series J and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity
Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the
Dividend Period related to such Dividend Payment Date) bear to each other.
Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board of
Directors or the Committee (or another duly authorized committee of the Board of Directors) may be declared and paid on any
securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and
the Series J shall not be entitled to participate in any such dividends.
Section 5. Liquidation Rights.
(a) Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, holders of Series J shall be entitled to receive, out of the assets of the Corporation or
proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Corporation, and after satisfaction of all
liabilities and obligations to creditors of the Corporation, before any distribution of such assets or proceeds is made to or set aside for
the holders of Common Stock and any other stock of the Corporation ranking junior to the Series J as to such distribution, in full an
amount equal to $25,000 per
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share (the “Series J Liquidation Amount”), together with an amount equal to all dividends (if any) that have been declared but not paid
prior to the date of payment of such distribution (but without any amount in respect of dividends that have not been declared prior to
such payment date).
(b) Partial Payment. If in any distribution described in Section 5(a) above the assets of the Corporation or proceeds thereof
are not sufficient to pay the Liquidation Preferences (as defined below) in full to all holders of Series J and all holders of any stock of
the Corporation ranking equally with the Series J as to such distribution, the amounts paid to the holders of Series J and to the holders
of all such other stock shall be paid pro rata in accordance with the respective aggregate Liquidation Preferences of the holders of
Series J and the holders of all such other stock. In any such distribution, the “Liquidation Preference” of any holder of stock of the
Corporation shall mean the amount otherwise payable to such holder in such distribution (assuming no limitation on the assets of the
Corporation available for such distribution), including an amount equal to any declared but unpaid dividends (and, in the case of any
holder of stock other than Series J and on which dividends accrue on a cumulative basis, an amount equal to any unpaid, accrued,
cumulative dividends, whether or not declared, as applicable).
(c) Residual Distributions. If the Liquidation Preference has been paid in full to all holders of Series J, the holders of other
stock of the Corporation shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according to their
respective rights and preferences.
(d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the merger or consolidation
of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Series J
receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or
substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.
Section 6. Redemption.
(a) Optional Redemption. The Series J is perpetual and has no maturity date. The Corporation may, at its option, redeem
the shares of Series J at the time outstanding, upon notice given as provided in Section 6(c) below, (i) in whole or in part, from time to
time, on any date on or after May 10, 2023, or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital
Treatment Event, in each case, at a redemption price equal to $25,000 per share, together (except as otherwise provided hereinbelow)
with an amount equal to any dividends that have accrued but not been paid for the then-current Dividend Period to but excluding the
redemption date, whether or not such dividends have been declared. The redemption price for any shares of Series J shall be payable on
the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Corporation or its
agent. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the Dividend
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Record Date for a Dividend Period shall not be paid to the holder entitled to receive the redemption price on the redemption date, but
rather shall be paid to the holder of record of the redeemed shares on such Dividend Record Date relating to the Dividend Payment Date
as provided in Section 4 above. Notwithstanding the foregoing, the Corporation may not redeem shares of Series J without having
received the prior approval of the Appropriate Federal Banking Agency if then required under capital guidelines applicable to the
Corporation.
(b) No Sinking Fund. The Series J will not be subject to any mandatory redemption, sinking fund or other similar
provisions. Holders of Series J will have no right to require redemption of any shares of Series J.
(c) Notice of Redemption. Notice of every redemption of shares of Series J shall be given by first class mail, postage
prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the
Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed
as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice,
but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series J
designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series J.
Notwithstanding the foregoing, if the Series J or any depositary shares representing interests in the Series J are issued in book-entry
form through The Depository Trust Company or any other similar facility, notice of redemption may be given to the holders of Series J
at such time and in any manner permitted by such facility. Each such notice given to a holder shall state: (1) the redemption date; (2) the
number of shares of Series J to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such
shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where certificates for such shares are to be
surrendered for payment of the redemption price.
(d) Partial Redemption. In case of any redemption of only part of the shares of Series J at the time outstanding, the shares
to be redeemed shall be selected either pro rata or in such other manner as the Corporation may determine to be fair and equitable.
Subject to the provisions hereof, the Corporation shall have full power and authority to prescribe the terms and conditions upon which
shares of Series J shall be redeemed from time to time. If fewer than all the shares represented by any certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares without charge to the holder thereof.
(e) Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date
specified in the notice all funds necessary for the redemption have been set aside by the Corporation, separate and apart from its other
funds, in trust for the pro rata benefit of the holders of the shares called for redemption, so as to be and continue to be available
therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for
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cancellation, on and after the redemption date dividends shall cease to accrue on all shares so called for redemption, all shares so called
for redemption shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith on such redemption date
cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption, without interest.
Any funds unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released to the
Corporation, after which time the holders of the shares so called for redemption shall look only to the Corporation for payment of the
redemption price of such shares.
Section 7. Voting Rights.
(a) General. The holders of Series J shall not have any voting rights except as set forth below or as otherwise from time to
time required by law.
(b) Right To Elect Two Directors Upon Nonpayment Events. If and whenever dividends on any shares of Series J shall
not have been declared and paid for at least six Dividend Periods, whether or not consecutive (a “Nonpayment Event”), the number of
directors then constituting the Board of Directors shall automatically be increased by two and the holders of Series J, together with the
holders of any outstanding shares of Voting Preferred Stock, voting together as a single class, shall be entitled to elect the two
additional directors (the “Preferred Stock Directors”), provided that the Board of Directors shall at no time include more than two
Preferred Stock Directors (including, for purposes of this limitation, all directors that the holders of any series of Voting Preferred Stock
are entitled to elect pursuant to like voting rights).
In the event that the holders of the Series J, and such other holders of Voting Preferred Stock, shall be entitled to vote for the
election of the Preferred Stock Directors following a Nonpayment Event, such directors shall be initially elected following such
Nonpayment Event only at a special meeting called at the request of the holders of record of at least 20% of the Series J or of any other
series of Voting Preferred Stock then outstanding (unless such request for a special meeting is received less than 90 days before the date
fixed for the next annual or special meeting of the stockholders of the Corporation, in which event such election shall be held only at
such next annual or special meeting of stockholders), and at each subsequent annual meeting of stockholders of the Corporation. Such
request to call a special meeting for the initial election of the Preferred Stock Directors after a Nonpayment Event shall be made by
written notice, signed by the requisite holders of Series J or Voting Preferred Stock, and delivered to the Secretary of the Corporation in
such manner as provided for in Section 9 below, or as may otherwise be required by law.
When dividends have been paid (or declared and a sum sufficient for payment thereof set aside) in full on the Series J for
four consecutive Dividend Periods after a Nonpayment Event, then the right of the holders of Series J to elect the Preferred Stock
Directors shall cease (but subject always to revesting of such voting rights in the case of any future Nonpayment Event), and, if and
when any rights of holders of Series J and Voting Preferred Stock to elect the Preferred Stock Directors shall have ceased, the terms of
office of all the Preferred Stock Directors shall forthwith terminate and the number of directors constituting the Board of Directors shall
automatically be reduced accordingly.
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Any Preferred Stock Director may be removed at any time without cause by the holders of record of a majority of the
outstanding shares of the Series J and Voting Preferred Stock, when they have the voting rights described above (voting together as a
single class). So long as a Nonpayment Event shall continue, any vacancy in the office of a Preferred Stock Director (other than prior to
the initial election of Preferred Stock Directors after a Nonpayment Event) may be filled by the written consent of the Preferred Stock
Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of
the Series J and all Voting Preferred Stock, when they have the voting rights described above (voting together as a single class). Any
such vote of stockholders to remove, or to fill a vacancy in the office of, a Preferred Stock Director may be taken only at a special
meeting of such stockholders, called as provided above for an initial election of Preferred Stock Director after a Nonpayment Event
(unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in
which event such election shall be held at such next annual or special meeting of stockholders). The Preferred Stock Directors shall
each be entitled to one vote per director on any matter that shall come before the Board of Directors for a vote. Each Preferred Stock
Director elected at any special meeting of stockholders or by written consent of the other Preferred Stock Director shall hold office until
the next annual meeting of the stockholders if such office shall not have previously terminated as above provided.
(c) Other Voting Rights. So long as any shares of Series J are outstanding, in addition to any other vote or consent of
stockholders required by law or by the Certificate of Incorporation, the vote or consent of the holders of at least 66 2⁄3% of the shares of
Series J and any Voting Preferred Stock at the time outstanding and entitled to vote thereon, voting together as a single class, given in
person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting
or validating:
(i) Authorization of Senior Stock. Any amendment or alteration of the Certificate of Incorporation to authorize or create, or
increase the authorized amount of, any shares of any class or series of capital stock of the Corporation ranking senior to the
Series J with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or
winding up of the Corporation;
(ii) Amendment of Series J. Any amendment, alteration or repeal of any provision of the Certificate of Incorporation so as
to materially and adversely affect the special rights, preferences, privileges or voting powers of the Series J, taken as a whole; or
(iii) Share Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding share exchange or
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reclassification involving the Series J, or of a merger or consolidation of the Corporation with another corporation or other entity,
unless in each case (x) the shares of Series J remain outstanding or, in the case of any such merger or consolidation with respect to
which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the
surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the
case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole,
as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations
and restrictions thereof, of the Series J immediately prior to such consummation, taken as a whole;
provided, however, that for all purposes of this Section 7(c), any increase in the amount of the authorized or issued Series J or
authorized Preferred Stock, or the creation and issuance, or an increase in the authorized or issued amount, of any other series of
Preferred Stock ranking equally with and/or junior to the Series J with respect to the payment of dividends (whether such dividends are
cumulative or non-cumulative) and/or the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not
be deemed to adversely affect the rights, preferences, privileges or voting powers of the Series J.
If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c)
would adversely affect the Series J and one or more but not all other series of Preferred Stock, then only the Series J and such series of
Preferred Stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together as a single class (in lieu
of all other series of Preferred Stock).
(d) Changes for Clarification. Without the consent of the holders of the Series J, so long as such action does not adversely
affect the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of the Series J, the Corporation may
amend, alter, supplement or repeal any terms of the Series J:
(i) to cure any ambiguity, or to cure, correct or supplement any provision contained in this Certificate of Designations that
may be defective or inconsistent; or
(ii) to make any provision with respect to matters or questions arising with respect to the Series J that is not inconsistent with
the provisions of this Certificate of Designations.
(e) Changes after Provision for Redemption. No vote or consent of the holders of Series J shall be required pursuant to
Section 7(b), (c) or (d) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such
Section, all outstanding shares of Series J shall have been redeemed, or shall have been called for redemption upon proper notice and
sufficient funds shall have been set aside for such redemption, in each case pursuant to Section 6 above.
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(f) Procedures for Voting and Consents. The rules and procedures for calling and conducting any meeting of the holders of
Series J (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a
meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be
governed by any rules the Board of Directors or the Committee (or another duly authorized committee of the Board of Directors), in its
discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Certificate of
Incorporation, the Bylaws, applicable law and any national securities exchange or other trading facility on which the Series J is listed or
traded at the time. Whether the vote or consent of the holders of a plurality, majority or other portion of the shares of Series J and any
Voting Preferred Stock has been cast or given on any matter on which the holders of shares of Series J are entitled to vote shall be
determined by the Corporation by reference to the specified liquidation amounts of the shares voted or covered by the consent.
Section 8. Record Holders. To the fullest extent permitted by applicable law, the Corporation and the transfer agent for the
Series J may deem and treat the record holder of any share of Series J as the true and lawful owner thereof for all purposes, and neither
the Corporation nor such transfer agent shall be affected by any notice to the contrary.
Section 9. Notices. All notices or communications in respect of Series J shall be sufficiently given if given in writing and
delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of
Designations, in the Certificate of Incorporation or Bylaws or by applicable law.
Section 10. No Preemptive Rights. No share of Series J shall have any rights of preemption whatsoever as to any securities
of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such
warrants, rights or options, may be designated, issued or granted.
Section 11. Other Rights. The shares of Series J shall not have any voting powers, preferences or relative, participating,
optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of
Incorporation or as provided by applicable law.
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Appendix H
CERTIFICATE OF DESIGNATIONS
OF
6.375% FIXED-TO-FLOATING RATE NON-CUMULATIVE
PREFERRED STOCK, SERIES K
OF
THE GOLDMAN SACHS GROUP, INC.
THE GOLDMAN SACHS GROUP, INC., a corporation organized and existing under the General Corporation Law of the
State of Delaware (the “Corporation”), in accordance with the provisions of Sections 103 and 151 thereof, DOES HEREBY CERTIFY:
The Securities Issuance Committee (the “Committee”) of the board of directors of the Corporation (the “Board of
Directors”), in accordance with the resolutions of the Board of Directors dated October 28, 2011, the provisions of the restated
certificate of incorporation and the amended and restated bylaws of the Corporation and applicable law, at a meeting duly called and
held on April 24, 2014, adopted the following resolution creating a series of 32,200 shares of Preferred Stock of the Corporation
designated as “6.375% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series K”.
RESOLVED, that pursuant to the authority vested in the Committee and in accordance with the resolutions of the Board of
Directors dated October 28, 2011, the provisions of the restated certificate of incorporation and the amended and restated bylaws of the
Corporation and applicable law, a series of Preferred Stock, par value $.01 per share, of the Corporation be and hereby is created, and
that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating,
optional or other rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, are as follows:
Section 1. Designation. The distinctive serial designation of such series of Preferred Stock is “6.375% Fixed-to-Floating
Rate Non-Cumulative Preferred Stock, Series K” (“Series K”). Each share of Series K shall be identical in all respects to every other
share of Series K, except as to the respective dates from which dividends thereon shall accrue, to the extent such dates may differ as
permitted pursuant to Section 4(a) below.
Section 2. Number of Shares. The authorized number of shares of Series K shall be 32,200. Shares of Series K that are
redeemed, purchased or otherwise acquired by the Corporation shall be cancelled and shall revert to authorized but unissued shares of
Series K.
Section 3. Definitions. As used herein with respect to Series K:
(a) “Appropriate Federal Banking Agency” means the “appropriate federal banking agency” with respect to the Corporation
as that term is defined in Section 3(q) of the Federal Deposit Insurance Act or any successor provision.
(b) “Board of Directors” means the board of directors of the Corporation.
(c) “ByLaws” means the amended and restated bylaws of the Corporation, as they may be amended from time to time.
(d) “Business Day” means a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is not a day on which
banking institutions in New York City generally are authorized or obligated by law, regulation or executive order to close.
(e) “Calculation Agent” means, at any time, the person or entity appointed by the Corporation and serving as such agent at
such time. The Corporation may terminate any such appointment and may appoint a successor agent at any time and from time to
time, provided that the Corporation shall use its best efforts to ensure that there is, at all relevant times when the Series K is
outstanding, a person or entity appointed and serving as such agent. The Calculation Agent may be a person or entity affiliated
with the Corporation.
(f) “Certificate of Designations” means this Certificate of Designations relating to the Series K, as it may be amended from
time to time.
(g) “Certification of Incorporation” shall mean the restated certificate of incorporation of the Corporation, as it may be
amended from time to time, and shall include this Certificate of Designations.
(h) “Common Stock” means the common stock, par value $0.01 per share, of the Corporation.
(i) “Junior Stock” means the Common Stock and any other class or series of stock of the Corporation (other than Series K)
that ranks junior to Series K either or both as to the payment of dividends and/or as to the distribution of assets on any liquidation,
dissolution or winding up of the Corporation.
(j) “London Business Day” means a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is a day on which
dealings in U.S. dollars are transacted in the London interbank market.
(k) “Parity Stock” means any class or series of stock of the Corporation (other than Series K) that ranks equally with
Series K both in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the
Corporation.
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(l) “Preferred Stock” means any and all series of Preferred Stock, having a par value of $0.01 per share, of the Corporation,
including the Series K.
(m) “Regulatory Capital Treatment Event” means the good faith determination by the Corporation that, as a result of (i) any
amendment to, or change in, the laws, rules or regulations of the United States or any political subdivision of or in the United
States that is enacted or becomes effective after the initial issuance of any share of Series K, (ii) any proposed change in those
laws, rules or regulations that is announced or becomes effective after the initial issuance of any share of Series K, or (iii) any
official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or
applying those laws, rules or regulations or policies with respect thereto that is announced after the initial issuance of any share of
Series K, there is more than an insubstantial risk that the Corporation will not be entitled to treat the full liquidation preference
amount of $25,000 per share of Series K then outstanding as “tier 1 capital” (or its equivalent) for purposes of the capital adequacy
guidelines of the Board of Governors of the Federal Reserve System (or, as and if applicable, the capital adequacy guidelines or
regulations of any successor Appropriate Federal Banking Agency) as then in effect and applicable, for so long as any share of
Series K is outstanding.
(n) “Representative Amount” means, at any time, an amount that, in the Calculation Agent’s judgment, is representative of a
single transaction in the relevant market at the relevant time.
(o) “Reuters screen” means the display on the Reuters 3000 Xtra service, or any successor or replacement service.
(p) “Voting Preferred Stock” means, with regard to any election or removal of a Preferred Stock Director (as defined in
Section 7(b) below) or any other matter as to which the holders of Series K are entitled to vote as specified in Section 7 of this
Certificate of Designations, any and all series of Preferred Stock (other than Series K) that rank equally with Series K either as to
the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up of the Corporation and
upon which like voting rights have been conferred and are exercisable with respect to such matter.
Section 4. Dividends.
(a) Rate. Holders of Series K shall be entitled to receive, when, as and if declared by the Board of Directors or the
Committee (or another duly authorized committee of the Board of Directors) out of funds legally available for the payment of dividends
under Delaware law, non-cumulative cash dividends per each share of Series K at the rate determined as set forth below in this Section
(4) applied to the liquidation
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preference amount of $25,000 per share of Series K. Such dividends shall be payable quarterly in arrears (as provided below in this
Section 4(a)), but only when, as and if declared by the Board of Directors or the Committee (or another duly authorized committee of
the Board of Directors), on February 10, May 10, August 10 and November 10 (“Dividend Payment Dates”), commencing on
August 10, 2014; provided that if any such Dividend Payment Date would otherwise occur on a day that is not a Business Day, such
Dividend Payment Date shall instead be (and any dividend payable on Series K on such Dividend Payment Date shall instead be
payable on) the immediately succeeding Business Day unless, after May 10, 2024, such immediately succeeding Business Day falls in
the next calendar month, in which case such Dividend Payment Date shall instead be (and any such Dividend shall instead be payable
on) the immediately preceding Business Day. Dividends on Series K shall not be cumulative; holders of Series K shall not be entitled to
receive any dividends not declared by the Board of Directors or the Committee (or another duly authorized committee of the Board of
Directors) and no interest, or sum of money in lieu of interest, shall be payable in respect of any dividend not so declared.
Dividends on the Series K shall not be declared or set aside for payment if and to the extent such dividends would cause the
Corporation to fail to comply with the capital adequacy guidelines of the Board of Governors of the Federal Reserve System (or, as and
if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency) applicable to the
Corporation.
Dividends that are payable on Series K on any Dividend Payment Date will be payable to holders of record of Series K as
they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day before such
Dividend Payment Date or such other record date fixed by the Board of Directors or the Committee (or another duly authorized
committee of the Board of Directors) that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a
“Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a
Business Day.
Each dividend period (a “Dividend Period”) shall commence on and include a Dividend Payment Date (other than the initial
Dividend Period, which shall commence on and include the date of original issue of the Series K, provided that, for any share of
Series K issued after such original issue date, the initial Dividend Period for such shares may commence on and include such other date
as the Board of Directors or the Committee (or another duly authorized committee of the Board of Directors) shall determine and
publicly disclose) and shall end on and include the calendar day next preceding the next Dividend Payment Date. Dividends payable on
the Series K in respect of any Dividend Period beginning prior to May 10, 2024 shall be calculated on the basis of a 360-day year
consisting of twelve 30-day months, and dividends payable on the Series K in respect of any Dividend Period beginning on or after
May 10, 2024 shall be calculated by the Calculation Agent on the basis of a 360-day year and the actual number of days elapsed in such
Dividend Period. Dividends payable in respect of a Dividend Period shall be payable in arrears – i.e., on the first Dividend Payment
Date after such Dividend Period.
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The dividend rate on the Series K, for each Dividend Period beginning prior to May 10, 2024, shall be a rate per annum
equal to 6.375%, and the dividend rate on the Series K, for each Dividend Period beginning on or after May 10, 2024, shall be a rate per
annum equal to LIBOR (as defined below) for such Dividend Period plus 3.55%. LIBOR, with respect to any Dividend Period
beginning on or after May 10, 2024, means the offered rate expressed as a percentage per annum for three-month deposits in U.S.
dollars on the first day of such Dividend Period, as that rate appears on Reuters screen LIBOR01 (or any successor or replacement
page) as of approximately 11:00 A.M., London time, on the second London Business Day immediately preceding the first day of such
Dividend Period.
If the rate described in the preceding paragraph does not appear on the Reuters screen LIBOR01 (or any successor or
replacement page), LIBOR shall be determined on the basis of the rates, at approximately 11:00 A.M., London time, on the second
London Business Day immediately preceding the first day of such Dividend Period, at which deposits of the following kind are offered
to prime banks in the London interbank market by four major banks in that market selected by the Calculation Agent: three-month
deposits in U.S. dollars, beginning on the first day of such Dividend Period, and in a Representative Amount. The Calculation Agent
shall request the principal London office of each of these banks to provide a quotation of its rate at approximately 11:00 A.M., London
time. If at least two quotations are provided, LIBOR for such Dividend Period shall be the arithmetic mean of such quotations.
If fewer than two quotations are provided as described in the preceding paragraph, LIBOR for such Dividend Period shall be
the arithmetic mean of the rates for loans of the following kind to leading European banks quoted, at approximately 11:00 A.M., New
York City time, on the second London Business Day immediately preceding the first day of such Dividend Period, by three major banks
in New York City selected by the Calculation Agent: three-month loans of U.S. dollars, beginning on the first day of such Dividend
Period, and in a Representative Amount.
If no quotation is provided as described in the preceding paragraph, then the Calculation Agent, after consulting such sources
as it deems comparable to any of the foregoing quotations or display page, or any such source as it deems reasonable from which to
estimate LIBOR or any of the foregoing lending rates, shall determine LIBOR for such Dividend Period in its sole discretion.
The Calculation Agent’s determination of any dividend rate, and its calculation of the amount of dividends for any Dividend
Period, will be maintained on file at the Corporation’s principal offices, will be made available to any stockholder upon request and will
be final and binding in the absence of manifest error.
Holders of Series K shall not be entitled to any dividends, whether payable in cash, securities or other property, other than
dividends (if any) declared and payable on the Series K as specified in this Section 4 (subject to the other provisions of this Certificate
of Designations).
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(b) Priority of Dividends. So long as any share of Series K remains outstanding, no dividend shall be declared or paid on
the Common Stock or any other shares of Junior Stock (other than a dividend payable solely in Junior Stock), and no Common Stock or
other Junior Stock shall be purchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other
than as a result of a reclassification of Junior Stock for or into other Junior Stock, or the exchange or conversion of one share of Junior
Stock for or into another share of Junior Stock and other than through the use of the proceeds of a substantially contemporaneous sale of
Junior Stock) during a Dividend Period, unless the full dividends for the latest completed Dividend Period on all outstanding shares of
Series K have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside). The foregoing
provision shall not restrict the ability of Goldman, Sachs & Co., or any other affiliate of the Corporation, to engage in any market-
making transactions in Junior Stock in the ordinary course of business.
When dividends are not paid (or declared and a sum sufficient for payment thereof set aside) on any Dividend Payment Date
(or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date
falling within a Dividend Period) in full upon the Series K and any shares of Parity Stock, all dividends declared on the Series K and all
such Parity Stock and payable on such Dividend Payment Date (or, in the case of parity stock having dividend payment dates different
from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment
Date) shall be declared pro rata so that the respective amounts of such dividends shall bear the same ratio to each other as all accrued
but unpaid dividends per share on the Series K and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity
Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the
Dividend Period related to such Dividend Payment Date) bear to each other.
Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board of
Directors or the Committee (or another duly authorized committee of the Board of Directors) may be declared and paid on any
securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and
the Series K shall not be entitled to participate in any such dividends.
Section 5. Liquidation Rights.
(a) Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, holders of Series K shall be entitled to receive, out of the assets of the Corporation or
proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Corporation, and after satisfaction of all
liabilities and obligations to creditors of the Corporation, before any distribution of such assets or proceeds is made to or set aside for
the holders of Common Stock and any other stock of the Corporation ranking junior to the Series K as to such distribution, in full an
amount equal to $25,000 per share, together with an amount equal to all dividends (if any) that have been declared but not paid prior to
the date of payment of such distribution (but without any amount in respect of dividends that have not been declared prior to such
payment date).
H-6
(b) Partial Payment. If in any distribution described in Section 5(a) above the assets of the Corporation or proceeds thereof
are not sufficient to pay the Liquidation Preferences (as defined below) in full to all holders of Series K and all holders of any stock of
the Corporation ranking equally with the Series K as to such distribution, the amounts paid to the holders of Series K and to the holders
of all such other stock shall be paid pro rata in accordance with the respective aggregate Liquidation Preferences of the holders of
Series K and the holders of all such other stock. In any such distribution, the “Liquidation Preference” of any holder of stock of the
Corporation shall mean the amount otherwise payable to such holder in such distribution (assuming no limitation on the assets of the
Corporation available for such distribution), including an amount equal to any declared but unpaid dividends (and, in the case of any
holder of stock other than Series K and on which dividends accrue on a cumulative basis, an amount equal to any unpaid, accrued,
cumulative dividends, whether or not declared, as applicable).
(c) Residual Distributions. If the Liquidation Preference has been paid in full to all holders of Series K, the holders of other
stock of the Corporation shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according to their
respective rights and preferences.
(d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the merger or consolidation
of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Series K
receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or
substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.
Section 6. Redemption.
(a) Optional Redemption. The Series K is perpetual and has no maturity date. The Corporation may, at its option, redeem
the shares of Series K at the time outstanding, upon notice given as provided in Section 6(c) below, (i) in whole or in part, from time to
time, on any date on or after May 10, 2024 (or, if not a Business Day, the next succeeding Business Day), or (ii) in whole but not in part
at any time within 90 days following a Regulatory Capital Treatment Event, in each case, at a redemption price per share equal to
$25,000, plus (except as otherwise provided hereinbelow) an amount equal to any dividends per share that have accrued but not been
paid for the then-current Dividend Period to but excluding the redemption date, whether or not such dividends have been declared. The
redemption price for any shares of Series K shall be payable on the redemption date to the holder of such shares against surrender of the
certificate(s) evidencing such shares to the Corporation or its agent. Any declared but unpaid dividends payable on a redemption date
that occurs subsequent to the Dividend Record Date for a
H-7
Dividend Period shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid
to the holder of record of the redeemed shares on such Dividend Record Date relating to the Dividend Payment Date as provided in
Section 4 above. Notwithstanding the foregoing, the Corporation may not redeem shares of Series K without having received the prior
approval of the Appropriate Federal Banking Agency if then required under capital guidelines applicable to the Corporation.
(b) No Sinking Fund. The Series K will not be subject to any mandatory redemption, sinking fund or other similar
provisions. Holders of Series K will have no right to require redemption of any shares of Series K.
(c) Notice of Redemption. Notice of every redemption of shares of Series K shall be given by first class mail, postage
prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the
Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed
as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice,
but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series K
designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series K.
Notwithstanding the foregoing, if the Series K or any depositary shares representing interests in the Series K are issued in book-entry
form through The Depository Trust Company or any other similar facility, notice of redemption may be given to the holders of Series K
at such time and in any manner permitted by such facility. Each such notice given to a holder shall state: (1) the redemption date; (2) the
number of shares of Series K to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such
shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where certificates for such shares are to be
surrendered for payment of the redemption price.
(d) Partial Redemption. In case of any redemption of only part of the shares of Series K at the time outstanding, the shares
to be redeemed shall be selected either pro rata or by lot. Subject to the provisions hereof, the Corporation shall have full power and
authority to prescribe the terms and conditions upon which shares of Series K shall be redeemed from time to time. If fewer than all the
shares represented by any certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without charge
to the holder thereof.
(e) Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date
specified in the notice all funds necessary for the redemption have been set aside by the Corporation, separate and apart from its other
funds, in trust for the pro rata benefit of the holders of the shares called for redemption, so as to be and continue to be available
therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on
and after the redemption date dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption
shall no longer be deemed
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outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right
of the holders thereof to receive the amount payable on such redemption, without interest. Any funds unclaimed at the end of three
years from the redemption date shall, to the extent permitted by law, be released to the Corporation, after which time the holders of the
shares so called for redemption shall look only to the Corporation for payment of the redemption price of such shares.
Section 7. Voting Rights.
(a) General. The holders of Series K shall not have any voting rights except as set forth below or as otherwise from time to
time required by law.
(b) Right To Elect Two Directors Upon Nonpayment Events. If and whenever dividends on any shares of Series K shall
not have been declared and paid for at least six Dividend Periods, whether or not consecutive (a “Nonpayment Event”), the number of
directors then constituting the Board of Directors shall automatically be increased by two and the holders of Series K, together with the
holders of all outstanding shares of Voting Preferred Stock, voting together as a single class, shall be entitled to elect the two additional
directors (the “Preferred Stock Directors”), provided that the Board of Directors shall at no time include more than two Preferred Stock
Directors (including, for purposes of this limitation, all directors that the holders of any series of Voting Preferred Stock are entitled to
elect pursuant to like voting rights).
In the event that the holders of the Series K, and such other holders of Voting Preferred Stock, shall be entitled to vote for the
election of the Preferred Stock Directors following a Nonpayment Event, such directors shall be initially elected following such
Nonpayment Event only at a special meeting called at the request of the holders of record of at least 20% of the Series K or of any other
series of Voting Preferred Stock then outstanding (unless such request for a special meeting is received less than 90 days before the date
fixed for the next annual or special meeting of the stockholders of the Corporation, in which event such election shall be held only at
such next annual or special meeting of stockholders), and at each subsequent annual meeting of stockholders of the Corporation. Such
request to call a special meeting for the initial election of the Preferred Stock Directors after a Nonpayment Event shall be made by
written notice, signed by the requisite holders of Series K or any series of Voting Preferred Stock, and delivered to the Secretary of the
Corporation in such manner as provided for in Section 9 below, or as may otherwise be required by law.
When dividends have been paid (or declared and a sum sufficient for payment thereof set aside) in full on the Series K for
four consecutive Dividend Periods after a Nonpayment Event, then the right of the holders of Series K to elect the Preferred Stock
Directors shall cease (but subject always to revesting of such voting rights in the case of any future Nonpayment Event), and, if and
when any rights of holders of Series K and Voting Preferred Stock to elect the Preferred Stock Directors shall have ceased, the terms of
office of all the Preferred Stock Directors shall forthwith terminate and the number of directors constituting the Board of Directors shall
automatically be reduced accordingly.
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Any Preferred Stock Director may be removed at any time without cause by the holders of record of a majority of all of the
outstanding shares of the Series K and Voting Preferred Stock, when they have the voting rights described above (voting together as a
single class). So long as a Nonpayment Event shall continue, any vacancy in the office of a Preferred Stock Director (other than prior to
the initial election of Preferred Stock Directors after a Nonpayment Event) may be filled by the written consent of the Preferred Stock
Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of all of the outstanding shares
of the Series K and Voting Preferred Stock, when they have the voting rights described above (voting together as a single class). Any
such vote of stockholders to remove, or to fill a vacancy in the office of, a Preferred Stock Director may be taken only at a special
meeting of such stockholders, called as provided above for an initial election of Preferred Stock Director after a Nonpayment Event
(unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in
which event such election shall be held at such next annual or special meeting of stockholders). The Preferred Stock Directors shall
each be entitled to one vote per director on any matter that shall come before the Board of Directors for a vote. Each Preferred Stock
Director elected at any special meeting of stockholders or by written consent of the other Preferred Stock Director shall hold office until
the next annual meeting of the stockholders if such office shall not have previously terminated as above provided.
(c) Other Voting Rights. So long as any shares of Series K are outstanding, in addition to any other vote or consent of
stockholders required by law or by the Certificate of Incorporation, the vote or consent of the holders of at least 66 2⁄3% of the shares of
Series K and any Voting Preferred Stock at the time outstanding and entitled to vote thereon, voting together as a single class, given in
person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting
or validating:
(i) Authorization of Senior Stock. Any amendment or alteration of the Certificate of Incorporation to authorize or create, or
increase the authorized amount of, any shares of any class or series of capital stock of the Corporation ranking senior to the
Series K with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or
winding up of the Corporation;
(ii) Amendment of Series K. Any amendment, alteration or repeal of any provision of the Certificate of Incorporation so as
to materially and adversely affect the special rights, preferences, privileges or voting powers of the Series K, taken as a whole; or
(iii) Share Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding share exchange or
reclassification involving the Series K, or of a merger or consolidation of the Corporation with another corporation or other entity,
unless in each case (x) the shares of Series K remain outstanding or, in the case of any such merger or
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consolidation with respect to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for
preference securities of the surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such
preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and
restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences,
privileges and voting powers, and limitations and restrictions thereof, of the Series K immediately prior to such consummation,
taken as a whole;
provided, however, that for all purposes of this Section 7(c), any increase in the amount of the authorized or issued Series K or
authorized Preferred Stock, or the creation and issuance, or an increase in the authorized or issued amount, of any other series of
Preferred Stock ranking equally with and/or junior to the Series K with respect to the payment of dividends (whether such dividends are
cumulative or non-cumulative) and/or the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not
be deemed to adversely affect the rights, preferences, privileges or voting powers of the Series K.
If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c)
would adversely affect the Series K and one or more but not all other series of Preferred Stock, then only the Series K and such series of
Preferred Stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together as a single class (in lieu
of all other series of Preferred Stock).
(d) Changes for Clarification. Without the consent of the holders of the Series K, so long as such action does not adversely
affect the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of the Series K, the Corporation
may amend, alter, supplement or repeal any terms of the Series K:
(i) to cure any ambiguity, or to cure, correct or supplement any provision contained in this Certificate of Designations that
may be defective or inconsistent; or
(ii) to make any provision with respect to matters or questions arising with respect to the Series K that is not inconsistent
with the provisions of this Certificate of Designations.
(e) Changes after Provision for Redemption. No vote or consent of the holders of Series K shall be required pursuant to
Section 7(b), (c) or (d) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such
Section, all outstanding shares of Series K shall have been redeemed, or shall have been called for redemption upon proper notice and
sufficient funds shall have been set aside for such redemption, in each case pursuant to Section 6 above.
(f) Procedures for Voting and Consents. The rules and procedures for calling and conducting any meeting of the holders of
Series K (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of
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proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such
consents shall be governed by any rules the Board of Directors or the Committee (or another duly authorized committee of the Board of
Directors), in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the
Certificate of Incorporation, the ByLaws, applicable law and any national securities exchange or other trading facility on which the
Series K is listed or traded at the time. Whether the vote or consent of the holders of a plurality, majority or other portion of the shares
of Series K and all Voting Preferred Stock has been cast or given on any matter on which the holders of shares of Series K are entitled
to vote shall be determined by the Corporation by reference to the specified liquidation amounts of the shares voted or covered by the
consent.
Section 8. Record Holders. To the fullest extent permitted by applicable law, the Corporation and the transfer agent for the
Series K may deem and treat the record holder of any share of Series K as the true and lawful owner thereof for all purposes, and
neither the Corporation nor such transfer agent shall be affected by any notice to the contrary.
Section 9. Notices. All notices or communications in respect of Series K shall be sufficiently given if given in writing and
delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of
Designations, in the Certificate of Incorporation or ByLaws or by applicable law.
Section 10. No Preemptive Rights. No share of Series K shall have any rights of preemption whatsoever as to any securities
of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such
warrants, rights or options, may be designated, issued or granted.
Section 11. Other Rights. The shares of Series K shall not have any voting powers, preferences or relative, participating,
optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of
Incorporation or as provided by applicable law.
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Appendix I
CERTIFICATE OF DESIGNATIONS
OF
5.70% FIXED-TO-FLOATING RATE NON-CUMULATIVE
PREFERRED STOCK, SERIES L
OF
THE GOLDMAN SACHS GROUP, INC.
THE GOLDMAN SACHS GROUP, INC., a corporation organized and existing under the General Corporation Law of the
State of Delaware (the “Corporation”), in accordance with the provisions of Sections 103 and 151 thereof, DOES HEREBY CERTIFY:
The Securities Issuance Committee (the “Committee”) of the board of directors of the Corporation (the “Board of
Directors”), in accordance with the resolutions of the Board of Directors dated October 28, 2011, the provisions of the restated
certificate of incorporation and the amended and restated bylaws of the Corporation and applicable law, at a meeting duly called and
held on April 24, 2014, adopted the following resolution creating a series of 52,000 shares of Preferred Stock of the Corporation
designated as “5.70% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series L”.
RESOLVED, that pursuant to the authority vested in the Committee and in accordance with the resolutions of the Board of
Directors dated October 28, 2011, the provisions of the restated certificate of incorporation and the amended and restated bylaws of the
Corporation and applicable law, a series of Preferred Stock, par value $.01 per share, of the Corporation be and hereby is created, and
that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating,
optional or other rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, are as follows:
Section 1. Designation. The distinctive serial designation of such series of Preferred Stock is “5.70% Fixed-to-Floating Rate
Non-Cumulative Preferred Stock, Series L” (“Series L”). Each share of Series L shall be identical in all respects to every other share of
Series L, except as to the respective dates from which dividends thereon shall accrue, to the extent such dates may differ as permitted
pursuant to Section 4(a) below.
Section 2. Number of Shares. The authorized number of shares of Series L shall be 52,000. Shares of Series L that are
redeemed, purchased or otherwise acquired by the Corporation shall be cancelled and shall revert to authorized but unissued shares of
Series L.
Section 3. Definitions. As used herein with respect to Series L:
(a) “Appropriate Federal Banking Agency” means the “appropriate federal banking agency” with respect to the Corporation
as that term is defined in Section 3(q) of the Federal Deposit Insurance Act or any successor provision.
(b) “Board of Directors” means the board of directors of the Corporation.
(c) “ByLaws” means the amended and restated bylaws of the Corporation, as they may be amended from time to time.
(d) “Business Day” means (i) from the original issue date to and including May 10, 2019 (or, if such day is not a Monday,
Tuesday, Wednesday, Thursday or Friday or is a day on which banking institutions in New York City are generally authorized or
obligated by law or executive order to close, the next day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is not a
day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close), a
day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is not a day on which banking institutions in New York City
are generally authorized or obligated by law or executive order to close, and (ii) thereafter, a day that is a Monday, Tuesday,
Wednesday, Thursday or Friday and is not a day on which banking institutions in New York City are generally authorized or
obligated by law or executive order to close and is a London Business Day.
(e) “Calculation Agent” means, at any time, the person or entity appointed by the Corporation and serving as such agent at
such time. The Corporation may terminate any such appointment and may appoint a successor agent at any time and from time to
time, provided that the Corporation shall use its best efforts to ensure that there is, at all relevant times when the Series L is
outstanding, a person or entity appointed and serving as such agent. The Calculation Agent may be a person or entity affiliated
with the Corporation.
(f) “Certificate of Designations” means this Certificate of Designations relating to the Series L, as it may be amended from
time to time.
(g) “Certification of Incorporation” shall mean the restated certificate of incorporation of the Corporation, as it may be
amended from time to time, and shall include this Certificate of Designations.
(h) “Common Stock” means the common stock, par value $0.01 per share, of the Corporation.
(i) “Junior Stock” means the Common Stock and any other class or series of stock of the Corporation (other than Series L)
that ranks junior to Series L either or both as to the payment of dividends and/or as to the distribution of assets on any liquidation,
dissolution or winding up of the Corporation.
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(j) “London Business Day” means a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is a day on which
dealings in U.S. dollars are transacted in the London interbank market.
(k) “Parity Stock” means any class or series of stock of the Corporation (other than Series L) that ranks equally with Series L
both in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.
(l) “Preferred Stock” means any and all series of Preferred Stock, having a par value of $0.01 per share, of the Corporation,
including the Series L.
(m) “Regulatory Capital Treatment Event” means the good faith determination by the Corporation that, as a result of (i) any
amendment to, or change in, the laws, rules or regulations of the United States or any political subdivision of or in the United
States that is enacted or becomes effective after the initial issuance of any share of Series L, (ii) any proposed change in those
laws, rules or regulations that is announced or becomes effective after the initial issuance of any share of Series L, or (iii) any
official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or
applying those laws, rules or regulations or policies with respect thereto that is announced after the initial issuance of any share of
Series L, there is more than an insubstantial risk that the Corporation will not be entitled to treat the full liquidation preference
amount of $25,000 per share of Series L then outstanding as “tier 1 capital” (or its equivalent) for purposes of the capital adequacy
guidelines of the Board of Governors of the Federal Reserve System (or, as and if applicable, the capital adequacy guidelines or
regulations of any successor Appropriate Federal Banking Agency) as then in effect and applicable, for so long as any share of
Series L is outstanding.
(n) “Representative Amount” means, at any time, an amount that, in the Calculation Agent’s judgment, is representative of a
single transaction in the relevant market at the relevant time.
(o) “Reuters screen” means the display on the Reuters 3000 Xtra service, or any successor or replacement service.
(p) “Voting Preferred Stock” means, with regard to any election or removal of a Preferred Stock Director (as defined in
Section 7(b) below) or any other matter as to which the holders of Series L are entitled to vote as specified in Section 7 of this
Certificate of Designations, any and all series of Preferred Stock (other than Series L) that rank equally with Series L either as to
the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up of the Corporation and
upon which like voting rights have been conferred and are exercisable with respect to such matter.
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Section 4. Dividends.
(a) Rate. Holders of Series L shall be entitled to receive, when, as and if declared by the Board of Directors or the
Committee (or another duly authorized committee of the Board of Directors) out of funds legally available for the payment of dividends
under Delaware law, non-cumulative cash dividends per each share of Series L at the rate determined as set forth below in this Section
(4) applied to the liquidation preference amount of $25,000 per share of Series L. Such dividends shall be payable in arrears (as
provided below in this Section 4(a)), but only when, as and if declared by the Board of Directors or the Committee (or another duly
authorized committee of the Board of Directors), on the 10th day of May and November of each year, commencing on November 10,
2014 and ending on May 10, 2019, and on the 10th day of February, May, August and November of each year following May 10, 2019
(“Dividend Payment Dates”), commencing on November 10, 2014; provided that if any such Dividend Payment Date that would
otherwise occur on or before May 10, 2019 is a day that is not a Business Day, such dividend shall instead be payable on the
immediately succeeding Business Day without interest or other payment in respect of such delayed payment, and provided further, if
any such Dividend Payment Date that would otherwise occur for any Dividend Period after the Dividend Period ending on but
excluding May 10, 2019 is a day that is not a Business Day, such Dividend Payment Date shall instead be (and any such dividend shall
accrue to and instead be payable on) the immediately succeeding Business Day unless such succeeding Business Day falls in the next
calendar month, in which case such Dividend Payment Date shall instead be (and any such dividend shall accrue to and instead be
payable on) the immediately preceding Business Day. Dividends on Series L shall not be cumulative; holders of Series L shall not be
entitled to receive any dividends not declared by the Board of Directors or the Committee (or another duly authorized committee of the
Board of Directors) and no interest, or sum of money in lieu of interest, shall be payable in respect of any dividend not so declared.
Dividends on the Series L shall not be declared or set aside for payment if and to the extent such dividends would cause the
Corporation to fail to comply with the capital adequacy guidelines of the Board of Governors of the Federal Reserve System (or, as and
if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency) applicable to the
Corporation.
Dividends that are payable on Series L on any Dividend Payment Date will be payable to holders of record of Series L as
they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day before such
Dividend Payment Date or such other record date fixed by the Board of Directors or the Committee (or another duly authorized
committee of the Board of Directors) that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a
“Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a
Business Day.
I-4
Each dividend period (a “Dividend Period”) shall commence on and include a Dividend Payment Date (other than the initial
Dividend Period, which shall commence on and include the date of original issue of the Series L, provided that, for any share of
Series L issued after such original issue date, the initial Dividend Period for such shares may commence on and include such other date
as the Board of Directors or the Committee (or another duly authorized committee of the Board of Directors) shall determine and
publicly disclose) and shall end on and include the calendar day next preceding the next Dividend Payment Date. Dividends payable on
the Series L in respect of any Dividend Period beginning prior to May 10, 2019 shall be calculated on the basis of a 360-day year
consisting of twelve 30-day months, and dividends payable on the Series L in respect of any Dividend Period beginning on or after
May 10, 2019 shall be calculated by the Calculation Agent on the basis of a 360-day year and the actual number of days elapsed in such
Dividend Period. Dividends payable in respect of a Dividend Period shall be payable in arrears – i.e., on the first Dividend Payment
Date after such Dividend Period.
The dividend rate on the Series L, for each Dividend Period beginning prior to May 10, 2019, shall be a rate per annum equal
to 5.70%, and the dividend rate on the Series L, for each Dividend Period beginning on or after May 10, 2019, shall be a rate per annum
equal to LIBOR (as defined below) for such Dividend Period plus 3.884%. LIBOR, with respect to any Dividend Period beginning on
or after May 10, 2019, means the offered rate expressed as a percentage per annum for three-month deposits in U.S. dollars on the first
day of such Dividend Period, as that rate appears on Reuters screen LIBOR01 (or any successor or replacement page) as of
approximately 11:00 A.M., London time, on the second London Business Day immediately preceding the first day of such Dividend
Period.
If the rate described in the preceding paragraph does not appear on the Reuters screen LIBOR01 (or any successor or
replacement page), LIBOR shall be determined on the basis of the rates, at approximately 11:00 A.M., London time, on the second
London Business Day immediately preceding the first day of such Dividend Period, at which deposits of the following kind are offered
to prime banks in the London interbank market by four major banks in that market selected by the Calculation Agent: three-month
deposits in U.S. dollars, beginning on the first day of such Dividend Period, and in a Representative Amount. The Calculation Agent
shall request the principal London office of each of these banks to provide a quotation of its rate at approximately 11:00 A.M., London
time. If at least two quotations are provided, LIBOR for such Dividend Period shall be the arithmetic mean of such quotations.
If fewer than two quotations are provided as described in the preceding paragraph, LIBOR for such Dividend Period shall be
the arithmetic mean of the rates for loans of the following kind to leading European banks quoted, at approximately 11:00 A.M., New
York City time, on the second London Business Day immediately preceding the first day of such Dividend Period, by three major banks
in New York City selected by the Calculation Agent: three-month loans of U.S. dollars, beginning on the first day of such Dividend
Period, and in a Representative Amount.
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If no quotation is provided as described in the preceding paragraph, then the Calculation Agent, after consulting such sources
as it deems comparable to any of the foregoing quotations or display page, or any such source as it deems reasonable from which to
estimate LIBOR or any of the foregoing lending rates, shall determine LIBOR for such Dividend Period in its sole discretion.
The Calculation Agent’s determination of any dividend rate, and its calculation of the amount of dividends for any Dividend
Period, will be maintained on file at the Corporation’s principal offices, will be made available to any stockholder upon request and will
be final and binding in the absence of manifest error.
Holders of Series L shall not be entitled to any dividends, whether payable in cash, securities or other property, other than
dividends (if any) declared and payable on the Series L as specified in this Section 4 (subject to the other provisions of this Certificate
of Designations).
(b) Priority of Dividends. So long as any share of Series L remains outstanding, no dividend shall be declared or paid on the
Common Stock or any other shares of Junior Stock (other than a dividend payable solely in Junior Stock), and no Common Stock or
other Junior Stock shall be purchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other
than as a result of a reclassification of Junior Stock for or into other Junior Stock, or the exchange or conversion of one share of Junior
Stock for or into another share of Junior Stock and other than through the use of the proceeds of a substantially contemporaneous sale of
Junior Stock) during a Dividend Period, unless the full dividends for the latest completed Dividend Period on all outstanding shares of
Series L have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside). The foregoing
provision shall not restrict the ability of Goldman, Sachs & Co., or any other affiliate of the Corporation, to engage in any market-
making transactions in Junior Stock in the ordinary course of business.
When dividends are not paid (or declared and a sum sufficient for payment thereof set aside) on any Dividend Payment Date
(or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date
falling within a Dividend Period) in full upon the Series L and any shares of Parity Stock, all dividends declared on the Series L and all
such Parity Stock and payable on such Dividend Payment Date (or, in the case of parity stock having dividend payment dates different
from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment
Date) shall be declared pro rata so that the respective amounts of such dividends shall bear the same ratio to each other as all accrued
but unpaid dividends per share on the Series L and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity
Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the
Dividend Period related to such Dividend Payment Date) bear to each other.
I-6
Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board of
Directors or the Committee (or another duly authorized committee of the Board of Directors) may be declared and paid on any
securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and
the Series L shall not be entitled to participate in any such dividends.
Section 5. Liquidation Rights.
(a) Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, holders of Series L shall be entitled to receive, out of the assets of the Corporation or
proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Corporation, and after satisfaction of all
liabilities and obligations to creditors of the Corporation, before any distribution of such assets or proceeds is made to or set aside for
the holders of Common Stock and any other stock of the Corporation ranking junior to the Series L as to such distribution, in full an
amount equal to $25,000 per share, together with an amount equal to all dividends (if any) that have been declared but not paid prior to
the date of payment of such distribution (but without any amount in respect of dividends that have not been declared prior to such
payment date).
(b) Partial Payment. If in any distribution described in Section 5(a) above the assets of the Corporation or proceeds thereof
are not sufficient to pay the Liquidation Preferences (as defined below) in full to all holders of Series L and all holders of any stock of
the Corporation ranking equally with the Series L as to such distribution, the amounts paid to the holders of Series L and to the holders
of all such other stock shall be paid pro rata in accordance with the respective aggregate Liquidation Preferences of the holders of
Series L and the holders of all such other stock. In any such distribution, the “Liquidation Preference” of any holder of stock of the
Corporation shall mean the amount otherwise payable to such holder in such distribution (assuming no limitation on the assets of the
Corporation available for such distribution), including an amount equal to any declared but unpaid dividends (and, in the case of any
holder of stock other than Series L and on which dividends accrue on a cumulative basis, an amount equal to any unpaid, accrued,
cumulative dividends, whether or not declared, as applicable).
(c) Residual Distributions. If the Liquidation Preference has been paid in full to all holders of Series L, the holders of other
stock of the Corporation shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according to their
respective rights and preferences.
(d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the merger or consolidation
of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Series L
receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or
substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.
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Section 6. Redemption.
(a) Optional Redemption. The Series L is perpetual and has no maturity date. The Corporation may, at its option, redeem
the shares of Series L at the time outstanding, upon notice given as provided in Section 6(c) below, (i) in whole or in part, from time to
time, on any date on or after May 10, 2019 (or, if not a Business Day, the next succeeding Business Day), or (ii) in whole but not in part
at any time within 90 days following a Regulatory Capital Treatment Event, in each case, at a redemption price per share equal to
$25,000, plus (except as otherwise provided hereinbelow) an amount equal to any dividends per share that have accrued but not been
paid for the then-current Dividend Period to but excluding the redemption date, whether or not such dividends have been declared. The
redemption price for any shares of Series L shall be payable on the redemption date to the holder of such shares against surrender of the
certificate(s) evidencing such shares to the Corporation or its agent. Any declared but unpaid dividends payable on a redemption date
that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive the
redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such Dividend
Record Date relating to the Dividend Payment Date as provided in Section 4 above. Notwithstanding the foregoing, the Corporation
may not redeem shares of Series L without having received the prior approval of the Appropriate Federal Banking Agency if then
required under capital guidelines applicable to the Corporation.
(b) No Sinking Fund. The Series L will not be subject to any mandatory redemption, sinking fund or other similar
provisions. Holders of Series L will have no right to require redemption of any shares of Series L.
(c) Notice of Redemption. Notice of every redemption of shares of Series L shall be given by first class mail, postage
prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the
Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed
as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice,
but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series L
designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series L.
Notwithstanding the foregoing, if the Series L or any depositary shares representing interests in the Series L are issued in book-entry
form through The Depository Trust Company or any other similar facility, notice of redemption may be given to the holders of Series L
at such time and in any manner permitted by such facility. Each such notice given to a holder shall state: (1) the redemption date; (2) the
number of shares of Series L to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such
shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where certificates for such shares are to be
surrendered for payment of the redemption price.
I-8
(d) Partial Redemption. In case of any redemption of only part of the shares of Series L at the time outstanding, the shares
to be redeemed shall be selected either pro rata or by lot. Subject to the provisions hereof, the Corporation shall have full power and
authority to prescribe the terms and conditions upon which shares of Series L shall be redeemed from time to time. If fewer than all the
shares represented by any certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without charge
to the holder thereof.
(e) Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date
specified in the notice all funds necessary for the redemption have been set aside by the Corporation, separate and apart from its other
funds, in trust for the pro rata benefit of the holders of the shares called for redemption, so as to be and continue to be available
therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on
and after the redemption date dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption
shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and
terminate, except only the right of the holders thereof to receive the amount payable on such redemption, without interest. Any funds
unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released to the Corporation, after
which time the holders of the shares so called for redemption shall look only to the Corporation for payment of the redemption price of
such shares.
Section 7. Voting Rights.
(a) General. The holders of Series L shall not have any voting rights except as set forth below or as otherwise from time to
time required by law.
(b) Right To Elect Two Directors Upon Nonpayment Events. If and whenever dividends on any shares of Series L shall
not have been declared and paid for any Dividend Periods that, in aggregate, equal at least 18 months, whether or not consecutive (a
“Nonpayment Event”), the number of directors then constituting the Board of Directors shall automatically be increased by two and the
holders of Series L, together with the holders of all outstanding shares of Voting Preferred Stock, voting together as a single class, shall
be entitled to elect the two additional directors (the “Preferred Stock Directors”), provided that the Board of Directors shall at no time
include more than two Preferred Stock Directors (including, for purposes of this limitation, all directors that the holders of any series of
Voting Preferred Stock are entitled to elect pursuant to like voting rights).
In the event that the holders of the Series L, and such other holders of Voting Preferred Stock, shall be entitled to vote for the
election of the Preferred Stock Directors following a Nonpayment Event, such directors shall be initially elected following such
Nonpayment Event only at a special meeting called at the request of the
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holders of record of at least 20% of the Series L or of any other series of Voting Preferred Stock then outstanding (unless such request
for a special meeting is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders of the
Corporation, in which event such election shall be held only at such next annual or special meeting of stockholders), and at each
subsequent annual meeting of stockholders of the Corporation. Such request to call a special meeting for the initial election of the
Preferred Stock Directors after a Nonpayment Event shall be made by written notice, signed by the requisite holders of Series L or any
series of Voting Preferred Stock, and delivered to the Secretary of the Corporation in such manner as provided for in Section 9 below,
or as may otherwise be required by law.
When dividends have been paid (or declared and a sum sufficient for payment thereof set aside) in full on the Series L for
consecutive Dividend Periods that, in aggregate, equal at least one year after a Nonpayment Event, then the right of the holders of
Series L to elect the Preferred Stock Directors shall cease (but subject always to revesting of such voting rights in the case of any future
Nonpayment Event), and, if and when any rights of holders of Series L and Voting Preferred Stock to elect the Preferred Stock
Directors shall have ceased, the terms of office of all the Preferred Stock Directors shall forthwith terminate and the number of directors
constituting the Board of Directors shall automatically be reduced accordingly.
Any Preferred Stock Director may be removed at any time without cause by the holders of record of a majority of all of the
outstanding shares of the Series L and Voting Preferred Stock, when they have the voting rights described above (voting together as a
single class). So long as a Nonpayment Event shall continue, any vacancy in the office of a Preferred Stock Director (other than prior to
the initial election of Preferred Stock Directors after a Nonpayment Event) may be filled by the written consent of the Preferred Stock
Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of all of the outstanding shares
of the Series L and Voting Preferred Stock, when they have the voting rights described above (voting together as a single class). Any
such vote of stockholders to remove, or to fill a vacancy in the office of, a Preferred Stock Director may be taken only at a special
meeting of such stockholders, called as provided above for an initial election of Preferred Stock Director after a Nonpayment Event
(unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in
which event such election shall be held at such next annual or special meeting of stockholders). The Preferred Stock Directors shall
each be entitled to one vote per director on any matter that shall come before the Board of Directors for a vote. Each Preferred Stock
Director elected at any special meeting of stockholders or by written consent of the other Preferred Stock Director shall hold office until
the next annual meeting of the stockholders if such office shall not have previously terminated as above provided.
(c) Other Voting Rights. So long as any shares of Series L are outstanding, in addition to any other vote or consent of
stockholders required by law or by the Certificate of Incorporation, the vote or consent of the holders of at least 66 2⁄3% of the shares of
Series L and any Voting Preferred Stock at the time outstanding and entitled to vote thereon, voting together as a single class, given in
person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting
or validating:
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(i) Authorization of Senior Stock. Any amendment or alteration of the Certificate of Incorporation to authorize or create, or
increase the authorized amount of, any shares of any class or series of capital stock of the Corporation ranking senior to the Series
L with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or
winding up of the Corporation;
(ii) Amendment of Series L. Any amendment, alteration or repeal of any provision of the Certificate of Incorporation so as
to materially and adversely affect the special rights, preferences, privileges or voting powers of the Series L, taken as a whole; or
(iii) Share Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding share exchange or
reclassification involving the Series L, or of a merger or consolidation of the Corporation with another corporation or other entity,
unless in each case (x) the shares of Series L remain outstanding or, in the case of any such merger or consolidation with respect to
which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the
surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the
case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole,
as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations
and restrictions thereof, of the Series L immediately prior to such consummation, taken as a whole;
provided, however, that for all purposes of this Section 7(c), any increase in the amount of the authorized or issued Series L or
authorized Preferred Stock, or the creation and issuance, or an increase in the authorized or issued amount, of any other series of
Preferred Stock ranking equally with and/or junior to the Series L with respect to the payment of dividends (whether such dividends are
cumulative or non-cumulative) and/or the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not
be deemed to adversely affect the rights, preferences, privileges or voting powers of the Series L.
If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c)
would adversely affect the Series L and one or more but not all other series of Preferred Stock, then only the Series L and such series of
Preferred Stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together as a single class (in lieu
of all other series of Preferred Stock).
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(d) Changes for Clarification. Without the consent of the holders of the Series L, so long as such action does not adversely
affect the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of the Series L, the Corporation may
amend, alter, supplement or repeal any terms of the Series L:
(i) to cure any ambiguity, or to cure, correct or supplement any provision contained in this Certificate of Designations that
may be defective or inconsistent; or
(ii) to make any provision with respect to matters or questions arising with respect to the Series L that is not inconsistent with
the provisions of this Certificate of Designations.
(e) Changes after Provision for Redemption. No vote or consent of the holders of Series L shall be required pursuant to
Section 7(b), (c) or (d) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such
Section, all outstanding shares of Series L shall have been redeemed, or shall have been called for redemption upon proper notice and
sufficient funds shall have been set aside for such redemption, in each case pursuant to Section 6 above.
(f) Procedures for Voting and Consents. The rules and procedures for calling and conducting any meeting of the holders of
Series L (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a
meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be
governed by any rules the Board of Directors or the Committee (or another duly authorized committee of the Board of Directors), in its
discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Certificate of
Incorporation, the ByLaws, applicable law and any national securities exchange or other trading facility on which the Series L is listed
or traded at the time. Whether the vote or consent of the holders of a plurality, majority or other portion of the shares of Series L and all
Voting Preferred Stock has been cast or given on any matter on which the holders of shares of Series L are entitled to vote shall be
determined by the Corporation by reference to the specified liquidation amounts of the shares voted or covered by the consent.
Section 8. Record Holders. To the fullest extent permitted by applicable law, the Corporation and the transfer agent for the
Series L may deem and treat the record holder of any share of Series L as the true and lawful owner thereof for all purposes, and neither
the Corporation nor such transfer agent shall be affected by any notice to the contrary.
Section 9. Notices. All notices or communications in respect of Series L shall be sufficiently given if given in writing and
delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of
Designations, in the Certificate of Incorporation or ByLaws or by applicable law.
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Section 10. No Preemptive Rights. No share of Series L shall have any rights of preemption whatsoever as to any securities
of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such
warrants, rights or options, may be designated, issued or granted.
Section 11. Other Rights. The shares of Series L shall not have any voting powers, preferences or relative, participating,
optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of
Incorporation or as provided by applicable law.
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Appendix J
CERTIFICATE OF DESIGNATIONS
OF
5.375% FIXED-TO-FLOATING RATE NON-CUMULATIVE
PREFERRED STOCK, SERIES M
OF
THE GOLDMAN SACHS GROUP, INC.
THE GOLDMAN SACHS GROUP, INC., a corporation organized and existing under the General Corporation Law of the
State of Delaware (the “Corporation”), in accordance with the provisions of Sections 103 and 151 thereof, DOES HEREBY CERTIFY:
The Securities Issuance Committee (the “Committee”) of the board of directors of the Corporation (the “Board of
Directors”), in accordance with the resolutions of the Board of Directors dated October 28, 2011, the provisions of the restated
certificate of incorporation and the amended and restated bylaws of the Corporation and applicable law, at a meeting duly called and
held on April 17, 2015, adopted the following resolution creating a series of 80,000 shares of Preferred Stock of the Corporation
designated as “5.375% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series M”.
RESOLVED, that pursuant to the authority vested in the Committee and in accordance with the resolutions of the Board of
Directors dated October 28, 2011, the provisions of the restated certificate of incorporation and the amended and restated bylaws of the
Corporation and applicable law, a series of Preferred Stock, par value $.01 per share, of the Corporation be and hereby is created, and
that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating,
optional or other rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, are as follows:
Section 1. Designation. The distinctive serial designation of such series of Preferred Stock is “5.375% Fixed-to-Floating
Rate Non-Cumulative Preferred Stock, Series M” (“Series M”). Each share of Series M shall be identical in all respects to every other
share of Series M, except as to the respective dates from which dividends thereon shall accrue, to the extent such dates may differ as
permitted pursuant to Section 4(a) below.
Section 2. Number of Shares. The authorized number of shares of Series M shall be 80,000. Shares of Series M that are
redeemed, purchased or otherwise acquired by the Corporation shall be cancelled and shall revert to authorized but unissued shares of
Series M.
Section 3. Definitions. As used herein with respect to Series M:
(a) “Appropriate Federal Banking Agency” means the “appropriate federal banking agency” with respect to the Corporation
as that term is defined in Section 3(q) of the Federal Deposit Insurance Act or any successor provision.
(b) “Board of Directors” means the board of directors of the Corporation.
(c) “ByLaws” means the amended and restated bylaws of the Corporation, as they may be amended from time to time.
(d) “Business Day” means (i) from the original issue date to and including May 10, 2020 (or, if such day is not a Monday,
Tuesday, Wednesday, Thursday or Friday or is a day on which banking institutions in New York City are generally authorized or
obligated by law or executive order to close, the next day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is not a
day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close), a
day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is not a day on which banking institutions in New York City
are generally authorized or obligated by law or executive order to close, and (ii) thereafter, a day that is a Monday, Tuesday,
Wednesday, Thursday or Friday and is not a day on which banking institutions in New York City are generally authorized or
obligated by law or executive order to close and is a London Business Day.
(e) “Calculation Agent” means, at any time, the person or entity appointed by the Corporation and serving as such agent at
such time. The Corporation may terminate any such appointment and may appoint a successor agent at any time and from time to
time, provided that the Corporation shall use its best efforts to ensure that there is, at all relevant times when the Series M is
outstanding, a person or entity appointed and serving as such agent. The Calculation Agent may be a person or entity affiliated
with the Corporation.
(f) “Certificate of Designations” means this Certificate of Designations relating to the Series M, as it may be amended from
time to time.
(g) “Certification of Incorporation” shall mean the restated certificate of incorporation of the Corporation, as it may be
amended from time to time, and shall include this Certificate of Designations.
(h) “Common Stock” means the common stock, par value $0.01 per share, of the Corporation.
(i) “Junior Stock” means the Common Stock and any other class or series of stock of the Corporation (other than Series M)
that ranks junior to Series M either or both as to the payment of dividends and/or as to the distribution of assets on any liquidation,
dissolution or winding up of the Corporation.
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(j) “London Business Day” means a day that is a Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on
which banking institutions in London generally are authorized or obligated by law, regulation or executive order to close and is a
day on which dealings in U.S. dollars are transacted in the London interbank market.
(k) “Parity Stock” means any class or series of stock of the Corporation (other than Series M) that ranks equally with
Series M both in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the
Corporation.
(l) “Preferred Stock” means any and all series of Preferred Stock, having a par value of $0.01 per share, of the Corporation,
including the Series M.
(m) “Regulatory Capital Treatment Event” means the good faith determination by the Corporation that, as a result of (i) any
amendment to, or change in, the laws, rules or regulations of the United States or any political subdivision of or in the United
States that is enacted or becomes effective after the initial issuance of any share of Series M, (ii) any proposed change in those
laws, rules or regulations that is announced or becomes effective after the initial issuance of any share of Series M, or (iii) any
official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or
applying those laws, rules or regulations or policies with respect thereto that is announced after the initial issuance of any share of
Series M, there is more than an insubstantial risk that the Corporation will not be entitled to treat the full liquidation preference
amount of $25,000 per share of Series M then outstanding as “tier 1 capital” (or its equivalent) for purposes of the capital
adequacy guidelines of the Board of Governors of the Federal Reserve System (or, as and if applicable, the capital adequacy
guidelines or regulations of any successor Appropriate Federal Banking Agency) as then in effect and applicable, for so long as
any share of Series M is outstanding.
(n) “Representative Amount” means, at any time, an amount that, in the Calculation Agent’s judgment, is representative of a
single transaction in the relevant market at the relevant time.
(o) “Reuters screen” means the display on the Reuters 3000 Xtra service, or any successor or replacement service.
(p) “Voting Preferred Stock” means, with regard to any election or removal of a Preferred Stock Director (as defined in
Section 7(b) below) or any other matter as to which the holders of Series M are entitled to vote as specified in Section 7 of this
Certificate of Designations, any and all series of Preferred Stock (other than Series M) that rank equally with Series M either as to
the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up of the Corporation and
upon which like voting rights have been conferred and are exercisable with respect to such matter.
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Section 4. Dividends.
(a) Rate. Holders of Series M shall be entitled to receive, when, as and if declared by the Board of Directors or the
Committee (or another duly authorized committee of the Board of Directors) out of funds legally available for the payment of dividends
under Delaware law, non-cumulative cash dividends per each share of Series M at the rate determined as set forth below in this Section
(4) applied to the liquidation preference amount of $25,000 per share of Series M. Such dividends shall be payable in arrears (as
provided below in this Section 4(a)), but only when, as and if declared by the Board of Directors or the Committee (or another duly
authorized committee of the Board of Directors), on the 10th day of May and November of each year, commencing on November 10,
2015 and ending on May 10, 2020, and on the 10th day of February, May, August and November of each year following May 10, 2020
(“Dividend Payment Dates”); provided that if any such Dividend Payment Date that occurs on or before May 10, 2020 is a day that is
not a Business Day, such dividend shall instead be payable on the immediately succeeding Business Day without interest or other
payment in respect of such delayed payment, and provided further, if any such Dividend Payment Date that would otherwise occur for
any Dividend Period after the Dividend Period ending on but excluding May 10, 2020 is a day that is not a Business Day, such
Dividend Payment Date shall instead be (and any such dividend shall accrue to and instead be payable on) the immediately succeeding
Business Day unless such immediately succeeding Business Day falls in the next calendar month, in which case such Dividend Payment
Date shall instead be (and any such dividend shall accrue to and instead be payable on) the immediately preceding Business Day.
Dividends on Series M shall not be cumulative; holders of Series M shall not be entitled to receive any dividends not declared by the
Board of Directors or the Committee (or another duly authorized committee of the Board of Directors) and no interest, or sum of money
in lieu of interest, shall be payable in respect of any dividend not so declared.
Dividends on the Series M shall not be declared or set aside for payment if and to the extent such dividends would cause the
Corporation to fail to comply with the capital adequacy guidelines of the Board of Governors of the Federal Reserve System (or, as and
if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency) applicable to the
Corporation.
Dividends that are payable on Series M on any Dividend Payment Date will be payable to holders of record of Series M as
they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day before such
Dividend Payment Date or such other record date fixed by the Board of Directors or the Committee (or another duly authorized
committee of the Board of Directors) that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a
“Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a
Business Day.
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Each dividend period (a “Dividend Period”) shall commence on and include a Dividend Payment Date (other than the initial
Dividend Period, which shall commence on and include the date of original issue of the Series M, provided that, for any share of
Series M issued after such original issue date, the initial Dividend Period for such shares may commence on and include such other date
as the Board of Directors or the Committee (or another duly authorized committee of the Board of Directors) shall determine and
publicly disclose) and shall end on and include the calendar day next preceding the next Dividend Payment Date. Dividends payable on
the Series M in respect of any Dividend Period beginning prior to May 10, 2020 shall be calculated on the basis of a 360-day year
consisting of twelve 30-day months, and dividends payable on the Series M in respect of any Dividend Period beginning on or after
May 10, 2020 shall be calculated by the Calculation Agent on the basis of a 360-day year and the actual number of days elapsed in such
Dividend Period. Dividends payable in respect of a Dividend Period shall be payable in arrears – i.e., on the first Dividend Payment
Date after such Dividend Period.
The dividend rate on the Series M, for each Dividend Period beginning prior to May 10, 2020, shall be a rate per annum
equal to 5.375%, and the dividend rate on the Series M, for each Dividend Period beginning on or after May 10, 2020, shall be a rate
per annum equal to LIBOR (as defined below) for such Dividend Period plus 3.922%. LIBOR, with respect to any Dividend Period
beginning on or after May 10, 2020, means the offered rate expressed as a percentage per annum for three-month deposits in U.S.
dollars on the first day of such Dividend Period, as that rate appears on Reuters screen LIBOR01 (or any successor or replacement
page) as of approximately 11:00 A.M., London time, on the second London Business Day immediately preceding the first day of such
Dividend Period.
If the rate described in the preceding paragraph does not appear on the Reuters screen LIBOR01 (or any successor or
replacement page), LIBOR shall be determined on the basis of the rates, at approximately 11:00 A.M., London time, on the second
London Business Day immediately preceding the first day of such Dividend Period, at which deposits of the following kind are offered
to prime banks in the London interbank market by four major banks in that market selected by the Calculation Agent: three-month
deposits in U.S. dollars, beginning on the first day of such Dividend Period, and in a Representative Amount. The Calculation Agent
shall request the principal London office of each of these banks to provide a quotation of its rate at approximately 11:00 A.M., London
time. If at least two quotations are provided, LIBOR for such Dividend Period shall be the arithmetic mean of such quotations.
If fewer than two quotations are provided as described in the preceding paragraph, LIBOR for such Dividend Period shall be
the arithmetic mean of the rates for loans of the following kind to leading European banks quoted, at approximately 11:00 A.M., New
York City time, on the second London Business Day immediately preceding the first day of such Dividend Period, by major banks in
New York City selected by the Calculation Agent: three-month loans of U.S. dollars, beginning on the first day of such Dividend
Period, and in a Representative Amount.
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If no quotation is provided as described in the preceding paragraph, then the Calculation Agent, after consulting such sources
as it deems comparable to any of the foregoing quotations or display page, or any such source as it deems reasonable from which to
estimate LIBOR or any of the foregoing lending rates, shall determine LIBOR for such Dividend Period in its sole discretion.
The Calculation Agent’s determination of any dividend rate, and its calculation of the amount of dividends for any Dividend
Period, will be maintained on file at the Corporation’s principal offices, will be made available to any stockholder upon request and will
be final and binding in the absence of manifest error.
Holders of Series M shall not be entitled to any dividends, whether payable in cash, securities or other property, other than
dividends (if any) declared and payable on the Series M as specified in this Section 4 (subject to the other provisions of this Certificate
of Designations).
(b) Priority of Dividends. So long as any share of Series M remains outstanding, no dividend shall be declared or paid on
the Common Stock or any other shares of Junior Stock (other than a dividend payable solely in Junior Stock), and no Common Stock or
other Junior Stock shall be purchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other
than as a result of a reclassification of Junior Stock for or into other Junior Stock, or the exchange or conversion of one share of Junior
Stock for or into another share of Junior Stock and other than through the use of the proceeds of a substantially contemporaneous sale of
Junior Stock) during a Dividend Period, unless the full dividends for the latest completed Dividend Period on all outstanding shares of
Series M have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside). The foregoing
provision shall not restrict the ability of Goldman, Sachs & Co., or any other affiliate of the Corporation, to engage in any market-
making transactions in Junior Stock in the ordinary course of business.
When dividends are not paid (or declared and a sum sufficient for payment thereof set aside) on any Dividend Payment Date
(or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date
falling within a Dividend Period) in full upon the Series M and any shares of Parity Stock, all dividends declared on the Series M and
all such Parity Stock and payable on such Dividend Payment Date (or, in the case of parity stock having dividend payment dates
different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend
Payment Date) shall be declared pro rata so that the respective amounts of such dividends shall bear the same ratio to each other as all
accrued but unpaid dividends per share on the Series M and all Parity Stock payable on such Dividend Payment Date (or, in the case of
Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the
Dividend Period related to such Dividend Payment Date) bear to each other.
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Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board of
Directors or the Committee (or another duly authorized committee of the Board of Directors) may be declared and paid on any
securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and
the Series M shall not be entitled to participate in any such dividends.
Section 5. Liquidation Rights.
(a) Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, holders of Series M shall be entitled to receive, out of the assets of the Corporation or
proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Corporation, and after satisfaction of all
liabilities and obligations to creditors of the Corporation, before any distribution of such assets or proceeds is made to or set aside for
the holders of Common Stock and any other stock of the Corporation ranking junior to the Series M as to such distribution, in full an
amount equal to $25,000 per share, together with an amount equal to all dividends (if any) that have been declared but not paid prior to
the date of payment of such distribution (but without any amount in respect of dividends that have not been declared prior to such
payment date).
(b) Partial Payment. If in any distribution described in Section 5(a) above the assets of the Corporation or proceeds thereof
are not sufficient to pay the Liquidation Preferences (as defined below) in full to all holders of Series M and all holders of any stock of
the Corporation ranking equally with the Series M as to such distribution, the amounts paid to the holders of Series M and to the holders
of all such other stock shall be paid pro rata in accordance with the respective aggregate Liquidation Preferences of the holders of
Series M and the holders of all such other stock. In any such distribution, the “Liquidation Preference” of any holder of stock of the
Corporation shall mean the amount otherwise payable to such holder in such distribution (assuming no limitation on the assets of the
Corporation available for such distribution), including an amount equal to any declared but unpaid dividends (and, in the case of any
holder of stock other than Series M and on which dividends accrue on a cumulative basis, an amount equal to any unpaid, accrued,
cumulative dividends, whether or not declared, as applicable).
(c) Residual Distributions. If the Liquidation Preference has been paid in full to all holders of Series M, the holders of other
stock of the Corporation shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according to their
respective rights and preferences.
(d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the merger or consolidation
of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Series M
receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or
substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.
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Section 6. Redemption.
(a) Optional Redemption. The Series M is perpetual and has no maturity date. The Corporation may, at its option, redeem
the shares of Series M at the time outstanding, upon notice given as provided in Section 6(c) below, (i) in whole or in part, from time to
time, on any date on or after May 10, 2020 (or, if not a Business Day, the next succeeding Business Day), or (ii) in whole but not in part
at any time within 90 days following a Regulatory Capital Treatment Event, in each case, at a redemption price per share equal to
$25,000, plus (except as otherwise provided hereinbelow) an amount equal to any dividends per share that have accrued but not been
paid for the then-current Dividend Period to but excluding the redemption date, whether or not such dividends have been declared. The
redemption price for any shares of Series M shall be payable on the redemption date to the holder of such shares against surrender of the
certificate(s) evidencing such shares to the Corporation or its agent. Any declared but unpaid dividends payable on a redemption date
that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive the
redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such Dividend
Record Date relating to the Dividend Payment Date as provided in Section 4 above. Notwithstanding the foregoing, the Corporation
may not redeem shares of Series M without having received the prior approval of the Appropriate Federal Banking Agency if then
required under capital guidelines applicable to the Corporation.
(b) No Sinking Fund. The Series M will not be subject to any mandatory redemption, sinking fund or other similar
provisions. Holders of Series M will have no right to require redemption of any shares of Series M.
(c) Notice of Redemption. Notice of every redemption of shares of Series M shall be given by first class mail, postage
prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the
Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed
as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice,
but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series M
designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series M.
Notwithstanding the foregoing, if the Series M or any depositary shares representing interests in the Series M are issued in book-entry
form through The Depository Trust Company or any other similar facility, notice of redemption may be given to the holders of Series M
at such time and in any manner permitted by such facility. Each such notice given to a holder shall state: (1) the redemption date; (2) the
number of shares of Series M to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such
shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where certificates for such shares are to be
surrendered for payment of the redemption price.
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(d) Partial Redemption. In case of any redemption of only part of the shares of Series M at the time outstanding, the shares
to be redeemed shall be selected either pro rata or by lot. Subject to the provisions hereof, the Corporation shall have full power and
authority to prescribe the terms and conditions upon which shares of Series M shall be redeemed from time to time. If fewer than all the
shares represented by any certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without charge
to the holder thereof.
(e) Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date
specified in the notice all funds necessary for the redemption have been set aside by the Corporation, separate and apart from its other
funds, in trust for the pro rata benefit of the holders of the shares called for redemption, so as to be and continue to be available
therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on
and after the redemption date dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption
shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and
terminate, except only the right of the holders thereof to receive the amount payable on such redemption, without interest. Any funds
unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released to the Corporation, after
which time the holders of the shares so called for redemption shall look only to the Corporation for payment of the redemption price of
such shares.
Section 7. Voting Rights.
(a) General. The holders of Series M shall not have any voting rights except as set forth below or as otherwise from time to
time required by law.
(b) Right To Elect Two Directors Upon Nonpayment Events. If and whenever dividends on any shares of Series M shall
not have been declared and paid for any Dividend Periods that, in aggregate, equal at least 18 months, whether or not consecutive (a
“Nonpayment Event”), the number of directors then constituting the Board of Directors shall automatically be increased by two and the
holders of Series M, together with the holders of all outstanding shares of Voting Preferred Stock, voting together as a single class, shall
be entitled to elect the two additional directors (the “Preferred Stock Directors”), provided that the Board of Directors shall at no time
include more than two Preferred Stock Directors (including, for purposes of this limitation, all directors that the holders of any series of
Voting Preferred Stock are entitled to elect pursuant to like voting rights).
In the event that the holders of the Series M, and such other holders of Voting Preferred Stock, shall be entitled to vote for
the election of the Preferred Stock Directors following a Nonpayment Event, such directors shall be initially elected following such
Nonpayment Event only at a special meeting called at the request of the
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holders of record of at least 20% of the Series M or of any other series of Voting Preferred Stock then outstanding (unless such request
for a special meeting is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders of the
Corporation, in which event such election shall be held only at such next annual or special meeting of stockholders), and at each
subsequent annual meeting of stockholders of the Corporation. Such request to call a special meeting for the initial election of the
Preferred Stock Directors after a Nonpayment Event shall be made by written notice, signed by the requisite holders of Series M or any
series of Voting Preferred Stock, and delivered to the Secretary of the Corporation in such manner as provided for in Section 9 below,
or as may otherwise be required by law.
When dividends have been paid (or declared and a sum sufficient for payment thereof set aside) in full on the Series M for
consecutive Dividend Periods that, in aggregate, equal at least one year after a Nonpayment Event, then the right of the holders of
Series M to elect the Preferred Stock Directors shall cease (but subject always to revesting of such voting rights in the case of any future
Nonpayment Event), and, if and when any rights of holders of Series M and Voting Preferred Stock to elect the Preferred Stock
Directors shall have ceased, the terms of office of all the Preferred Stock Directors shall forthwith terminate and the number of directors
constituting the Board of Directors shall automatically be reduced accordingly.
Any Preferred Stock Director may be removed at any time without cause by the holders of record of a majority of all of the
outstanding shares of the Series M and Voting Preferred Stock, when they have the voting rights described above (voting together as a
single class). So long as a Nonpayment Event shall continue, any vacancy in the office of a Preferred Stock Director (other than prior to
the initial election of Preferred Stock Directors after a Nonpayment Event) may be filled by the written consent of the Preferred Stock
Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of all of the outstanding shares
of the Series M and Voting Preferred Stock, when they have the voting rights described above (voting together as a single class). Any
such vote of stockholders to remove, or to fill a vacancy in the office of, a Preferred Stock Director may be taken only at a special
meeting of such stockholders, called as provided above for an initial election of Preferred Stock Director after a Nonpayment Event
(unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in
which event such election shall be held at such next annual or special meeting of stockholders). The Preferred Stock Directors shall
each be entitled to one vote per director on any matter that shall come before the Board of Directors for a vote. Each Preferred Stock
Director elected at any special meeting of stockholders or by written consent of the other Preferred Stock Director shall hold office until
the next annual meeting of the stockholders if such office shall not have previously terminated as above provided.
(c) Other Voting Rights. So long as any shares of Series M are outstanding, in addition to any other vote or consent of
stockholders required by law or by the Certificate of Incorporation, the vote or consent of the holders of at least 66 2⁄3% of the shares of
Series M and any Voting Preferred Stock at the time outstanding and entitled to vote thereon, voting together as a single class, given in
person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting
or validating:
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(i) Authorization of Senior Stock. Any amendment or alteration of the Certificate of Incorporation to authorize or create, or
increase the authorized amount of, any shares of any class or series of capital stock of the Corporation ranking senior to the Series
M with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or
winding up of the Corporation;
(ii) Amendment of Series M. Any amendment, alteration or repeal of any provision of the Certificate of Incorporation so as
to materially and adversely affect the special rights, preferences, privileges or voting powers of the Series M, taken as a whole; or
(iii) Share Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding share exchange or
reclassification involving the Series M, or of a merger or consolidation of the Corporation with another corporation or other entity,
unless in each case (x) the shares of Series M remain outstanding or, in the case of any such merger or consolidation with respect
to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the
surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the
case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole,
as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations
and restrictions thereof, of the Series M immediately prior to such consummation, taken as a whole;
provided, however, that for all purposes of this Section 7(c), any increase in the amount of the authorized or issued Series M or
authorized Preferred Stock, or the creation and issuance, or an increase in the authorized or issued amount, of any other series of
Preferred Stock ranking equally with and/or junior to the Series M with respect to the payment of dividends (whether such dividends are
cumulative or non-cumulative) and/or the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not
be deemed to adversely affect the rights, preferences, privileges or voting powers of the Series M.
If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c)
would adversely affect the Series M and one or more but not all other series of Preferred Stock, then only the Series M and such series
of Preferred Stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together as a single class (in
lieu of all other series of Preferred Stock).
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(d) Changes for Clarification. Without the consent of the holders of the Series M, so long as such action does not adversely
affect the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of the Series M, the Corporation
may amend, alter, supplement or repeal any terms of the Series M:
(i) to cure any ambiguity, or to cure, correct or supplement any provision contained in this Certificate of Designations that
may be defective or inconsistent; or
(ii) to make any provision with respect to matters or questions arising with respect to the Series M that is not inconsistent
with the provisions of this Certificate of Designations.
(e) Changes after Provision for Redemption. No vote or consent of the holders of Series M shall be required pursuant to
Section 7(b), (c) or (d) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such
Section, all outstanding shares of Series M shall have been redeemed, or shall have been called for redemption upon proper notice and
sufficient funds shall have been set aside for such redemption, in each case pursuant to Section 6 above.
(f) Procedures for Voting and Consents. The rules and procedures for calling and conducting any meeting of the holders of
Series M (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a
meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be
governed by any rules the Board of Directors or the Committee (or another duly authorized committee of the Board of Directors), in its
discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Certificate of
Incorporation, the ByLaws, applicable law and any national securities exchange or other trading facility on which the Series M is listed
or traded at the time. Whether the vote or consent of the holders of a plurality, majority or other portion of the shares of Series M and all
Voting Preferred Stock has been cast or given on any matter on which the holders of shares of Series M are entitled to vote shall be
determined by the Corporation by reference to the specified liquidation amounts of the shares voted or covered by the consent.
Section 8. Record Holders. To the fullest extent permitted by applicable law, the Corporation and the transfer agent for the
Series M may deem and treat the record holder of any share of Series M as the true and lawful owner thereof for all purposes, and
neither the Corporation nor such transfer agent shall be affected by any notice to the contrary.
Section 9. Notices. All notices or communications in respect of Series M shall be sufficiently given if given in writing and
delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of
Designations, in the Certificate of Incorporation or ByLaws or by applicable law.
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Section 10. No Preemptive Rights. No share of Series M shall have any rights of preemption whatsoever as to any
securities of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities,
or such warrants, rights or options, may be designated, issued or granted.
Section 11. Other Rights. The shares of Series M shall not have any voting powers, preferences or relative, participating,
optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of
Incorporation or as provided by applicable law.
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Appendix K
CERTIFICATE OF DESIGNATIONS
OF
6.30% NON-CUMULATIVE PREFERRED STOCK, SERIES N
OF
THE GOLDMAN SACHS GROUP, INC.
THE GOLDMAN SACHS GROUP, INC., a corporation organized and existing under the General Corporation Law of the
State of Delaware (the “Corporation”), in accordance with the provisions of Sections 103 and 151 thereof, DOES HEREBY CERTIFY:
The Securities Issuance Committee (the “Committee”) of the board of directors of the Corporation (the “Board of
Directors”), in accordance with the resolutions of the Board of Directors dated October 28, 2011, the provisions of the restated
certificate of incorporation and the amended and restated bylaws of the Corporation and applicable law, at a meeting duly called and
held on February 18, 2016, adopted the following resolution creating a series of 31,050 shares of Preferred Stock of the Corporation
designated as “6.30% Non-Cumulative Preferred Stock, Series N”.
RESOLVED, that pursuant to the authority vested in the Committee and in accordance with the resolutions of the Board of
Directors dated October 28, 2011, the provisions of the restated certificate of incorporation and the amended and restated bylaws of the
Corporation and applicable law, a series of Preferred Stock, par value $.01 per share, of the Corporation be and hereby is created, and
that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating,
optional or other rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, are as follows:
Section 1. Designation. The distinctive serial designation of such series of Preferred Stock is “6.30% Non-Cumulative
Preferred Stock, Series N” (“Series N”). Each share of Series N shall be identical in all respects to every other share of Series N, except
as to the respective dates from which dividends thereon shall accrue, to the extent such dates may differ as permitted pursuant to
Section 4(a) below.
Section 2. Number of Shares. The authorized number of shares of Series N shall be 31,050. Shares of Series N that are
redeemed, purchased or otherwise acquired by the Corporation shall be cancelled and shall revert to authorized but unissued shares of
Series N.
Section 3. Definitions. As used herein with respect to Series N:
(a) “Appropriate Federal Banking Agency” means the “appropriate federal banking agency” with respect to the Corporation
as that term is defined in Section 3(q) of the Federal Deposit Insurance Act or any successor provision.
(b) “Board of Directors” means the board of directors of the Corporation.
(c) “ByLaws” means the amended and restated bylaws of the Corporation, as they may be amended from time to time.
(d) “Business Day” means a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is not a day on which
banking institutions in New York City are generally authorized or obligated by law, regulation or executive order to close.
(e) “Certificate of Designations” means this Certificate of Designations relating to the Series N, as it may be amended from
time to time.
(f) “Certification of Incorporation” shall mean the restated certificate of incorporation of the Corporation, as it may be
amended from time to time, and shall include this Certificate of Designations.
(g) “Common Stock” means the common stock, par value $0.01 per share, of the Corporation.
(h) “Junior Stock” means the Common Stock and any other class or series of stock of the Corporation (other than Series N)
that ranks junior to Series N either or both as to the payment of dividends and/or as to the distribution of assets on any liquidation,
dissolution or winding up of the Corporation.
(i) “Parity Stock” means any class or series of stock of the Corporation (other than Series N) that ranks equally with Series N
both in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.
(j) “Preferred Stock” means any and all series of Preferred Stock, having a par value of $0.01 per share, of the Corporation,
including the Series N.
(k) “Regulatory Capital Treatment Event” means the good faith determination by the Corporation that, as a result of (i) any
amendment to, or change in, the laws, rules or regulations of the United States or any political subdivision of or in the United
States that is enacted or becomes effective after the initial issuance of any share of Series N, (ii) any proposed change in those
laws, rules or regulations that is announced or becomes effective after the initial issuance of any share of Series N, or (iii) any
official administrative decision or judicial
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decision or administrative action or other official pronouncement interpreting or applying those laws, rules or regulations or
policies with respect thereto that is announced after the initial issuance of any share of Series N, there is more than an insubstantial
risk that the Corporation will not be entitled to treat the full liquidation preference amount of $25,000 per share of Series N then
outstanding as “tier 1 capital” (or its equivalent) for purposes of the capital adequacy guidelines of the Board of Governors of the
Federal Reserve System (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate
Federal Banking Agency) as then in effect and applicable, for so long as any share of Series N is outstanding.
(l) “Voting Preferred Stock” means, with regard to any election or removal of a Preferred Stock Director (as defined in
Section 7(b) below) or any other matter as to which the holders of Series N are entitled to vote as specified in Section 7 of this
Certificate of Designations, any and all series of Preferred Stock (other than Series N) that rank equally with Series N either as to
the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up of the Corporation and
upon which like voting rights have been conferred and are exercisable with respect to such matter.
Section 4. Dividends.
(a) Rate. Holders of Series N shall be entitled to receive, when, as and if declared by the Board of Directors or the
Committee (or another duly authorized committee of the Board of Directors) out of funds legally available for the payment of dividends
under Delaware law, non-cumulative cash dividends at the rate per annum equal to 6.30% applied to the liquidation preference amount
of $25,000 per share of Series N. Such dividends shall be payable quarterly in arrears (as provided below in this Section 4(a)), but only
when, as and if declared by the Board of Directors or the Committee (or another duly authorized committee of the Board of Directors),
on February 10, May 10, August 10 and November 10 (“Dividend Payment Dates”), commencing on May 10, 2016; provided that if
any such Dividend Payment Date would otherwise occur on a day that is not a Business Day, such dividend shall instead be payable on
the immediately succeeding Business Day, without interest or other payment in respect of such delayed payment. Dividends on Series N
shall not be cumulative; holders of Series N shall not be entitled to receive any dividends not declared by the Board of Directors or the
Committee (or another duly authorized committee of the Board of Directors) and no interest, or sum of money in lieu of interest, shall
be payable in respect of any dividend not so declared.
Dividends on the Series N shall not be declared or set aside for payment if and to the extent such dividends would cause the
Corporation to fail to comply with the capital adequacy guidelines of the Board of Governors of the Federal Reserve System (or, as and
if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency) applicable to the
Corporation.
K-3
Dividends that are payable on Series N on any Dividend Payment Date will be payable to holders of record of Series N as
they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day before such
Dividend Payment Date or such other record date fixed by the Board of Directors or the Committee (or another duly authorized
committee of the Board of Directors) that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a
“Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a
Business Day.
Each dividend period (a “Dividend Period”) shall commence on and include a Dividend Payment Date (other than the initial
Dividend Period, which shall commence on and include the date of original issue of the Series N, provided that, for any share of Series
N issued after such original issue date, the initial Dividend Period for such shares may commence on and include such other date as the
Board of Directors or the Committee (or another duly authorized committee of the Board of Directors) shall determine and publicly
disclose) and shall end on and include the calendar day next preceding the next Dividend Payment Date. Dividends payable on the
Series N in respect of any Dividend Period shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.
Dividends payable in respect of a Dividend Period shall be payable in arrears – i.e., on the first Dividend Payment Date after such
Dividend Period.
Holders of Series N shall not be entitled to any dividends, whether payable in cash, securities or other property, other than
dividends (if any) declared and payable on the Series N as specified in this Section 4 (subject to the other provisions of this Certificate
of Designations).
(b) Priority of Dividends. So long as any share of Series N remains outstanding, no dividend shall be declared or paid on the
Common Stock or any other shares of Junior Stock (other than a dividend payable solely in Junior Stock), and no Common Stock or
other Junior Stock shall be purchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other
than as a result of a reclassification of Junior Stock for or into other Junior Stock, or the exchange or conversion of one share of Junior
Stock for or into another share of Junior Stock and other than through the use of the proceeds of a substantially contemporaneous sale of
Junior Stock) during a Dividend Period, unless the full dividends for the latest completed Dividend Period on all outstanding shares of
Series N have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside). The foregoing
provision shall not restrict the ability of Goldman, Sachs & Co., or any other affiliate of the Corporation, to engage in any market-
making transactions in Junior Stock in the ordinary course of business.
When dividends are not paid (or declared and a sum sufficient for payment thereof set aside) on any Dividend Payment Date
(or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date
falling within a Dividend Period) in full upon the Series N and any shares of Parity Stock, all dividends declared on the Series N and all
such Parity Stock and payable
K-4
on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment
Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) shall be declared pro rata
so that the respective amounts of such dividends shall bear the same ratio to each other as all accrued but unpaid dividends per share on
the Series N and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment
dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such
Dividend Payment Date) bear to each other.
Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board of
Directors or the Committee (or another duly authorized committee of the Board of Directors) may be declared and paid on any
securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and
the Series N shall not be entitled to participate in any such dividends.
Section 5. Liquidation Rights.
(a) Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, holders of Series N shall be entitled to receive, out of the assets of the Corporation or
proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Corporation, and after satisfaction of all
liabilities and obligations to creditors of the Corporation, before any distribution of such assets or proceeds is made to or set aside for
the holders of Common Stock and any other stock of the Corporation ranking junior to the Series N as to such distribution, in full an
amount equal to $25,000 per share, together with an amount equal to all dividends (if any) that have been declared but not paid prior to
the date of payment of such distribution (but without any amount in respect of dividends that have not been declared prior to such
payment date).
(b) Partial Payment. If in any distribution described in Section 5(a) above the assets of the Corporation or proceeds thereof
are not sufficient to pay the Liquidation Preferences (as defined below) in full to all holders of Series N and all holders of any stock of
the Corporation ranking equally with the Series N as to such distribution, the amounts paid to the holders of Series N and to the holders
of all such other stock shall be paid pro rata in accordance with the respective aggregate Liquidation Preferences of the holders of
Series N and the holders of all such other stock. In any such distribution, the “Liquidation Preference” of any holder of stock of the
Corporation shall mean the amount otherwise payable to such holder in such distribution (assuming no limitation on the assets of the
Corporation available for such distribution), including an amount equal to any declared but unpaid dividends (and, in the case of any
holder of stock other than Series N and on which dividends accrue on a cumulative basis, an amount equal to any unpaid, accrued,
cumulative dividends, whether or not declared, as applicable).
(c) Residual Distributions. If the Liquidation Preference has been paid in full to all holders of Series N, the holders of other
stock of the Corporation shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according to their
respective rights and preferences.
K-5
(d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the merger or consolidation
of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Series N
receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or
substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.
Section 6. Redemption.
(a) Optional Redemption. The Series N is perpetual and has no maturity date. The Corporation may, at its option, redeem
the shares of Series N at the time outstanding, upon notice given as provided in Section 6(c) below, (i) in whole or in part, from time to
time, on any date on or after May 10, 2021 (or, if not a Business Day, the next succeeding Business Day), or (ii) in whole but not in part
at any time within 90 days following a Regulatory Capital Treatment Event, in each case, at a redemption price per share equal to
$25,000, plus (except as otherwise provided herein below) an amount equal to any dividends per share that have accrued but not been
paid for the then-current Dividend Period to but excluding the redemption date, whether or not such dividends have been declared. The
redemption price for any shares of Series N shall be payable on the redemption date to the holder of such shares against surrender of the
certificate(s) evidencing such shares to the Corporation or its agent. Any declared but unpaid dividends payable on a redemption date
that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive the
redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such Dividend
Record Date relating to the Dividend Payment Date as provided in Section 4 above. Notwithstanding the foregoing, the Corporation
may not redeem shares of Series N without having received the prior approval of the Appropriate Federal Banking Agency if then
required under capital guidelines applicable to the Corporation.
(b) No Sinking Fund. The Series N will not be subject to any mandatory redemption, sinking fund or other similar
provisions. Holders of Series N will have no right to require redemption of any shares of Series N.
(c) Notice of Redemption. Notice of every redemption of shares of Series N shall be given by first class mail, postage
prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the
Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed
as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice,
but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series N
designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series N.
K-6
Notwithstanding the foregoing, if the Series N or any depositary shares representing interests in the Series N are issued in book-entry
form through The Depository Trust Company or any other similar facility, notice of redemption may be given to the holders of Series N
at such time and in any manner permitted by such facility. Each such notice given to a holder shall state: (1) the redemption date; (2) the
number of shares of Series N to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such
shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where certificates for such shares are to be
surrendered for payment of the redemption price.
(d) Partial Redemption. In case of any redemption of only part of the shares of Series N at the time outstanding, the shares
to be redeemed shall be selected either pro rata or by lot. Subject to the provisions hereof, the Corporation shall have full power and
authority to prescribe the terms and conditions upon which shares of Series N shall be redeemed from time to time. If fewer than all the
shares represented by any certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without charge
to the holder thereof.
(e) Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date
specified in the notice all funds necessary for the redemption have been set aside by the Corporation, separate and apart from its other
funds, in trust for the pro rata benefit of the holders of the shares called for redemption, so as to be and continue to be available
therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on
and after the redemption date dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption
shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and
terminate, except only the right of the holders thereof to receive the amount payable on such redemption, without interest. Any funds
unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released to the Corporation, after
which time the holders of the shares so called for redemption shall look only to the Corporation for payment of the redemption price of
such shares.
Section 7. Voting Rights.
(a) General. The holders of Series N shall not have any voting rights except as set forth below or as otherwise from time to
time required by law.
(b) Right To Elect Two Directors Upon Nonpayment Events. If and whenever dividends on any shares of Series N shall
not have been declared and paid for at least six Dividend Periods, whether or not consecutive (a “Nonpayment Event”), the number of
directors then constituting the Board of Directors shall automatically be increased by two and the holders of Series N, together with the
holders of all outstanding shares of Voting Preferred Stock, voting together as a single class, shall be entitled to elect the two additional
directors (the “Preferred Stock Directors”), provided that the Board of Directors shall at no time include more than two Preferred Stock
Directors (including, for purposes of this limitation, all directors that the holders of any series of Voting Preferred Stock are entitled to
elect pursuant to like voting rights).
K-7
In the event that the holders of the Series N, and such other holders of Voting Preferred Stock, shall be entitled to vote for the
election of the Preferred Stock Directors following a Nonpayment Event, such directors shall be initially elected following such
Nonpayment Event only at a special meeting called at the request of the holders of record of at least 20% of the Series N or of any other
series of Voting Preferred Stock then outstanding (unless such request for a special meeting is received less than 90 days before the date
fixed for the next annual or special meeting of the stockholders of the Corporation, in which event such election shall be held only at
such next annual or special meeting of stockholders), and at each subsequent annual meeting of stockholders of the Corporation. Such
request to call a special meeting for the initial election of the Preferred Stock Directors after a Nonpayment Event shall be made by
written notice, signed by the requisite holders of Series N or any series of Voting Preferred Stock, and delivered to the Secretary of the
Corporation in such manner as provided for in Section 9 below, or as may otherwise be required by law.
When dividends have been paid (or declared and a sum sufficient for payment thereof set aside) in full on the Series N for
four consecutive Dividend Periods after a Nonpayment Event, then the right of the holders of Series N to elect the Preferred Stock
Directors shall cease (but subject always to revesting of such voting rights in the case of any future Nonpayment Event), and, if and
when any rights of holders of Series N and Voting Preferred Stock to elect the Preferred Stock Directors shall have ceased, the terms of
office of all the Preferred Stock Directors shall forthwith terminate and the number of directors constituting the Board of Directors shall
automatically be reduced accordingly.
Any Preferred Stock Director may be removed at any time without cause by the holders of record of a majority of all of the
outstanding shares of the Series N and Voting Preferred Stock, when they have the voting rights described above (voting together as a
single class). So long as a Nonpayment Event shall continue, any vacancy in the office of a Preferred Stock Director (other than prior to
the initial election of Preferred Stock Directors after a Nonpayment Event) may be filled by the written consent of the Preferred Stock
Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of all of the outstanding shares
of the Series N and Voting Preferred Stock, when they have the voting rights described above (voting together as a single class). Any
such vote of stockholders to remove, or to fill a vacancy in the office of, a Preferred Stock Director may be taken only at a special
meeting of such stockholders, called as provided above for an initial election of Preferred Stock Director after a Nonpayment Event
(unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in
which event such election shall be held at such next annual or special meeting of stockholders). The Preferred Stock Directors shall
each be entitled to one vote per director on any matter that shall come before the Board of Directors for a vote. Each Preferred Stock
Director elected at any special meeting of stockholders or by written consent of the other Preferred Stock Director shall hold office until
the next annual meeting of the stockholders if such office shall not have previously terminated as above provided.
K-8
(c) Other Voting Rights. So long as any shares of Series N are outstanding, in addition to any other vote or consent of
stockholders required by law or by the Certificate of Incorporation, the vote or consent of the holders of at least 66 2⁄3% of the shares of
Series N and any Voting Preferred Stock at the time outstanding and entitled to vote thereon, voting together as a single class, given in
person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting
or validating:
(i) Authorization of Senior Stock. Any amendment or alteration of the Certificate of Incorporation to authorize or create, or
increase the authorized amount of, any shares of any class or series of capital stock of the Corporation ranking senior to the Series
N with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or
winding up of the Corporation;
(ii) Amendment of Series N. Any amendment, alteration or repeal of any provision of the Certificate of Incorporation so as
to materially and adversely affect the special rights, preferences, privileges or voting powers of the Series N, taken as a whole; or
(iii) Share Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding share exchange or
reclassification involving the Series N, or of a merger or consolidation of the Corporation with another corporation or other entity,
unless in each case (x) the shares of Series N remain outstanding or, in the case of any such merger or consolidation with respect
to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the
surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the
case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole,
as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations
and restrictions thereof, of the Series N immediately prior to such consummation, taken as a whole;
provided, however, that for all purposes of this Section 7(c), any increase in the amount of the authorized or issued Series N or
authorized Preferred Stock, or the creation and issuance, or an increase in the authorized or issued amount, of any other series of
Preferred Stock ranking equally with and/or junior to the Series N with respect to the payment of dividends (whether such dividends are
cumulative or non-cumulative) and/or the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not
be deemed to adversely affect the rights, preferences, privileges or voting powers of the Series N.
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If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c)
would adversely affect the Series N and one or more but not all other series of Preferred Stock, then only the Series N and such series of
Preferred Stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together as a single class (in lieu
of all other series of Preferred Stock).
(d) Changes for Clarification. Without the consent of the holders of the Series N, so long as such action does not adversely
affect the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of the Series N, the Corporation
may amend, alter, supplement or repeal any terms of the Series N:
(i) to cure any ambiguity, or to cure, correct or supplement any provision contained in this Certificate of Designations that
may be defective or inconsistent; or
(ii) to make any provision with respect to matters or questions arising with respect to the Series N that is not inconsistent
with the provisions of this Certificate of Designations.
(e) Changes after Provision for Redemption. No vote or consent of the holders of Series N shall be required pursuant to
Section 7(b), (c) or (d) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such
Section, all outstanding shares of Series N shall have been redeemed, or shall have been called for redemption upon proper notice and
sufficient funds shall have been set aside for such redemption, in each case pursuant to Section 6 above.
(f) Procedures for Voting and Consents. The rules and procedures for calling and conducting any meeting of the holders of
Series N (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a
meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be
governed by any rules the Board of Directors or the Committee (or another duly authorized committee of the Board of Directors), in its
discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Certificate of
Incorporation, the ByLaws, applicable law and any national securities exchange or other trading facility on which the Series N is listed
or traded at the time. Whether the vote or consent of the holders of a plurality, majority or other portion of the shares of Series N and all
Voting Preferred Stock has been cast or given on any matter on which the holders of shares of Series N are entitled to vote shall be
determined by the Corporation by reference to the specified liquidation amounts of the shares voted or covered by the consent.
Section 8. Record Holders. To the fullest extent permitted by applicable law, the Corporation and the transfer agent for the
Series N may deem and treat the record holder of any share of Series N as the true and lawful owner thereof for all purposes, and
neither the Corporation nor such transfer agent shall be affected by any notice to the contrary.
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Section 9. Notices. All notices or communications in respect of Series N shall be sufficiently given if given in writing and
delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of
Designations, in the Certificate of Incorporation or ByLaws or by applicable law.
Section 10. No Preemptive Rights. No share of Series N shall have any rights of preemption whatsoever as to any securities
of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such
warrants, rights or options, may be designated, issued or granted.
Section 11. Other Rights. The shares of Series N shall not have any voting powers, preferences or relative, participating,
optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of
Incorporation or as provided by applicable law.
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Appendix L
CERTIFICATE OF DESIGNATIONS
OF
5.30% FIXED-TO-FLOATING RATE NON-CUMULATIVE
PREFERRED STOCK, SERIES O
OF
THE GOLDMAN SACHS GROUP, INC.
THE GOLDMAN SACHS GROUP, INC., a corporation organized and existing under the General Corporation Law of the
State of Delaware (the “Corporation”), in accordance with the provisions of Sections 103 and 151 thereof, DOES HEREBY CERTIFY:
The Securities Issuance Committee (the “Committee”) of the board of directors of the Corporation (the “Board of
Directors”), in accordance with the resolutions of the Board of Directors dated October 28, 2011, the provisions of the restated
certificate of incorporation and the amended and restated bylaws of the Corporation and applicable law, at a meeting duly called and
held on July 25, 2016, adopted the following resolution creating a series of 26,000 shares of Preferred Stock of the Corporation
designated as “5.30% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series O”.
RESOLVED, that pursuant to the authority vested in the Committee and in accordance with the resolutions of the Board of
Directors dated October 28, 2011, the provisions of the restated certificate of incorporation and the amended and restated bylaws of the
Corporation and applicable law, a series of Preferred Stock, par value $.01 per share, of the Corporation be and hereby is created, and
that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating,
optional or other rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, are as follows:
Section 1. Designation. The distinctive serial designation of such series of Preferred Stock is “5.30% Fixed-to-Floating Rate
Non-Cumulative Preferred Stock, Series O” (“Series O”). Each share of Series O shall be identical in all respects to every other share of
Series O, except as to the respective dates from which dividends thereon shall accrue, to the extent such dates may differ as permitted
pursuant to Section 4(a) below.
Section 2. Number of Shares. The authorized number of shares of Series O shall be 26,000. Shares of Series O that are
redeemed, purchased or otherwise acquired by the Corporation shall be cancelled and shall revert to authorized but unissued shares of
Series O.
Section 3. Definitions. As used herein with respect to Series O:
(a) “Appropriate Federal Banking Agency” means the “appropriate federal banking agency” with respect to the Corporation
as that term is defined in Section 3(q) of the Federal Deposit Insurance Act or any successor provision.
(b) “Board of Directors” means the board of directors of the Corporation.
(c) “ByLaws” means the amended and restated bylaws of the Corporation, as they may be amended from time to time.
(d) “Business Day” means (i) from the original issue date to and including November 10, 2026 (or, if such day is not a
Monday, Tuesday, Wednesday, Thursday or Friday or is a day on which banking institutions in New York City are generally
authorized or obligated by law or executive order to close, the next day that is a Monday, Tuesday, Wednesday, Thursday or
Friday and is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive
order to close), a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is not a day on which banking institutions in
New York City are generally authorized or obligated by law or executive order to close, and (ii) thereafter, a day that is a Monday,
Tuesday, Wednesday, Thursday or Friday and is not a day on which banking institutions in New York City are generally
authorized or obligated by law or executive order to close and is a London Business Day.
(e) “Calculation Agent” means, at any time, the person or entity appointed by the Corporation and serving as such agent at
such time. The Corporation may terminate any such appointment and may appoint a successor agent at any time and from time to
time, provided that the Corporation shall use its best efforts to ensure that there is, at all relevant times when the Series O is
outstanding, a person or entity appointed and serving as such agent. The Calculation Agent may be a person or entity affiliated
with the Corporation.
(f) “Certificate of Designations” means this Certificate of Designations relating to the Series O, as it may be amended from
time to time.
(g) “Certification of Incorporation” shall mean the restated certificate of incorporation of the Corporation, as it may be
amended from time to time, and shall include this Certificate of Designations.
(h) “Common Stock” means the common stock, par value $0.01 per share, of the Corporation.
(i) “Junior Stock” means the Common Stock and any other class or series of stock of the Corporation (other than Series O)
that ranks junior to Series O either or both as to the payment of dividends and/or as to the distribution of assets on any liquidation,
dissolution or winding up of the Corporation.
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(j) “London Business Day” means a day that is a Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on
which banking institutions in London generally are authorized or obligated by law, regulation or executive order to close and is a
day on which dealings in U.S. dollars are transacted in the London interbank market.
(k) “Parity Stock” means any class or series of stock of the Corporation (other than Series O) that ranks equally with
Series O both in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the
Corporation.
(l) “Preferred Stock” means any and all series of Preferred Stock, having a par value of $0.01 per share, of the Corporation,
including the Series O.
(m) “Regulatory Capital Treatment Event” means the good faith determination by the Corporation that, as a result of (i) any
amendment to, or change in, the laws, rules or regulations of the United States or any political subdivision of or in the United
States that is enacted or becomes effective after the initial issuance of any share of Series O, (ii) any proposed change in those
laws, rules or regulations that is announced or becomes effective after the initial issuance of any share of Series O, or (iii) any
official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or
applying those laws, rules or regulations or policies with respect thereto that is announced after the initial issuance of any share of
Series O, there is more than an insubstantial risk that the Corporation will not be entitled to treat the full liquidation preference
amount of $25,000 per share of Series O then outstanding as “tier 1 capital” (or its equivalent) for purposes of the capital adequacy
guidelines of the Board of Governors of the Federal Reserve System (or, as and if applicable, the capital adequacy guidelines or
regulations of any successor Appropriate Federal Banking Agency) as then in effect and applicable, for so long as any share of
Series O is outstanding.
(n) “Representative Amount” means, at any time, an amount that, in the Calculation Agent’s judgment, is representative of a
single transaction in the relevant market at the relevant time.
(o) “Reuters screen” means the display on the Reuters 3000 Xtra service, or any successor or replacement service.
(p) “Voting Preferred Stock” means, with regard to any election or removal of a Preferred Stock Director (as defined in
Section 7(b) below) or any other matter as to which the holders of Series O are entitled to vote as specified in Section 7 of this
Certificate of Designations, any and all series of Preferred Stock (other than Series O) that rank equally with Series O either as to
the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up of the Corporation and
upon which like voting rights have been conferred and are exercisable with respect to such matter.
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Section 4. Dividends.
(a) Rate. Holders of Series O shall be entitled to receive, when, as and if declared by the Board of Directors or the
Committee (or another duly authorized committee of the Board of Directors) out of funds legally available for the payment of dividends
under Delaware law, non-cumulative cash dividends per each share of Series O at the rate determined as set forth below in this Section
(4) applied to the liquidation preference amount of $25,000 per share of Series O. Such dividends shall be payable in arrears (as
provided below in this Section 4(a)), but only when, as and if declared by the Board of Directors or the Committee (or another duly
authorized committee of the Board of Directors), on the 10th day of May and November of each year, commencing on November 10,
2016 and ending on November 10, 2026, and on the 10th day of February, May, August and November of each year following
November 10, 2026 (“Dividend Payment Dates”); provided that if any such Dividend Payment Date that occurs on or before
November 10, 2026 is a day that is not a Business Day, such dividend shall instead be payable on the immediately succeeding Business
Day without interest or other payment in respect of such delayed payment, and provided further, if any such Dividend Payment Date
that would otherwise occur for any Dividend Period after the Dividend Period ending on but excluding November 10, 2026 is a day that
is not a Business Day, such Dividend Payment Date shall instead be (and any such dividend shall accrue to and instead be payable on)
the immediately succeeding Business Day unless such immediately succeeding Business Day falls in the next calendar month, in which
case such Dividend Payment Date shall instead be (and any such dividend shall accrue to and instead be payable on) the immediately
preceding Business Day. Dividends on Series O shall not be cumulative; holders of Series O shall not be entitled to receive any
dividends not declared by the Board of Directors or the Committee (or another duly authorized committee of the Board of Directors)
and no interest, or sum of money in lieu of interest, shall be payable in respect of any dividend not so declared.
Dividends on the Series O shall not be declared or set aside for payment if and to the extent such dividends would cause the
Corporation to fail to comply with the capital adequacy guidelines of the Board of Governors of the Federal Reserve System (or, as and
if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency) applicable to the
Corporation.
Dividends that are payable on Series O on any Dividend Payment Date will be payable to holders of record of Series O as
they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day before such
Dividend Payment Date or such other record date fixed by the Board of Directors or the Committee (or another duly authorized
committee of the Board of Directors) that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a
“Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a
Business Day.
L-4
Each dividend period (a “Dividend Period”) shall commence on and include a Dividend Payment Date (other than the initial
Dividend Period, which shall commence on and include the date of original issue of the Series O, provided that, for any share of
Series O issued after such original issue date, the initial Dividend Period for such shares may commence on and include such other date
as the Board of Directors or the Committee (or another duly authorized committee of the Board of Directors) shall determine and
publicly disclose) and shall end on and include the calendar day next preceding the next Dividend Payment Date. Dividends payable on
the Series O in respect of any Dividend Period beginning prior to November 10, 2026 shall be calculated on the basis of a 360-day year
consisting of twelve 30-day months, and dividends payable on the Series O in respect of any Dividend Period beginning on or after
November 10, 2026 shall be calculated by the Calculation Agent on the basis of a 360-day year and the actual number of days elapsed
in such Dividend Period. Dividends payable in respect of a Dividend Period shall be payable in arrears – i.e., on the first Dividend
Payment Date after such Dividend Period.
The dividend rate on the Series O, for each Dividend Period beginning prior to November 10, 2026, shall be a rate per
annum equal to 5.30%, and the dividend rate on the Series O, for each Dividend Period beginning on or after November 10, 2026, shall
be a rate per annum equal to LIBOR (as defined below) for such Dividend Period plus 3.834%. LIBOR, with respect to any Dividend
Period beginning on or after November 10, 2026, means the offered rate expressed as a percentage per annum for three-month deposits
in U.S. dollars on the first day of such Dividend Period, as that rate appears on Reuters screen LIBOR01 (or any successor or
replacement page) as of approximately 11:00 A.M., London time, on the second London Business Day immediately preceding the first
day of such Dividend Period.
If the rate described in the preceding paragraph does not appear on the Reuters screen LIBOR01 (or any successor or
replacement page), LIBOR shall be determined on the basis of the rates, at approximately 11:00 A.M., London time, on the second
London Business Day immediately preceding the first day of such Dividend Period, at which deposits of the following kind are offered
to prime banks in the London interbank market by four major banks in that market selected by the Calculation Agent: three-month
deposits in U.S. dollars, beginning on the first day of such Dividend Period, and in a Representative Amount. The Calculation Agent
shall request the principal London office of each of these banks to provide a quotation of its rate at approximately 11:00 A.M., London
time. If at least two quotations are provided, LIBOR for such Dividend Period shall be the arithmetic mean of such quotations.
If fewer than two quotations are provided as described in the preceding paragraph, LIBOR for such Dividend Period shall be
the arithmetic mean of the rates for loans of the following kind to leading European banks quoted, at approximately 11:00 A.M., New
York City time, on the second London Business Day immediately preceding the first day of such Dividend Period, by major banks in
New York City selected by the Calculation Agent: three-month loans of U.S. dollars, beginning on the first day of such Dividend
Period, and in a Representative Amount.
L-5
If no quotation is provided as described in the preceding paragraph, then the Calculation Agent, after consulting such sources
as it deems comparable to any of the foregoing quotations or display page, or any such source as it deems reasonable from which to
estimate LIBOR or any of the foregoing lending rates, shall determine LIBOR for such Dividend Period in its sole discretion.
The Calculation Agent’s determination of any dividend rate, and its calculation of the amount of dividends for any Dividend
Period, will be maintained on file at the Corporation’s principal offices, will be made available to any stockholder upon request and will
be final and binding in the absence of manifest error.
Holders of Series O shall not be entitled to any dividends, whether payable in cash, securities or other property, other than
dividends (if any) declared and payable on the Series O as specified in this Section 4 (subject to the other provisions of this Certificate
of Designations).
(b) Priority of Dividends. So long as any share of Series O remains outstanding, no dividend shall be declared or paid on the
Common Stock or any other shares of Junior Stock (other than a dividend payable solely in Junior Stock), and no Common Stock or
other Junior Stock shall be purchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other
than as a result of a reclassification of Junior Stock for or into other Junior Stock, or the exchange or conversion of one share of Junior
Stock for or into another share of Junior Stock and other than through the use of the proceeds of a substantially contemporaneous sale of
Junior Stock) during a Dividend Period, unless the full dividends for the latest completed Dividend Period on all outstanding shares of
Series O have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside). The foregoing
provision shall not restrict the ability of Goldman, Sachs & Co., or any other affiliate of the Corporation, to engage in any market-
making transactions in Junior Stock in the ordinary course of business.
When dividends are not paid (or declared and a sum sufficient for payment thereof set aside) on any Dividend Payment Date
(or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date
falling within a Dividend Period) in full upon the Series O and any shares of Parity Stock, all dividends declared on the Series O and all
such Parity Stock and payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different
from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment
Date) shall be declared pro rata so that the respective amounts of such dividends shall bear the same ratio to each other as all accrued
but unpaid dividends per share on the Series O and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity
Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the
Dividend Period related to such Dividend Payment Date) bear to each other.
L-6
Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board of
Directors or the Committee (or another duly authorized committee of the Board of Directors) may be declared and paid on any
securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and
the Series O shall not be entitled to participate in any such dividends.
Section 5. Liquidation Rights.
(a) Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, holders of Series O shall be entitled to receive, out of the assets of the Corporation or
proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Corporation, and after satisfaction of all
liabilities and obligations to creditors of the Corporation, before any distribution of such assets or proceeds is made to or set aside for
the holders of Common Stock and any other stock of the Corporation ranking junior to the Series O as to such distribution, in full an
amount equal to $25,000 per share, together with an amount equal to all dividends (if any) that have been declared but not paid prior to
the date of payment of such distribution (but without any amount in respect of dividends that have not been declared prior to such
payment date).
(b) Partial Payment. If in any distribution described in Section 5(a) above the assets of the Corporation or proceeds thereof
are not sufficient to pay the Liquidation Preferences (as defined below) in full to all holders of Series O and all holders of any stock of
the Corporation ranking equally with the Series O as to such distribution, the amounts paid to the holders of Series O and to the holders
of all such other stock shall be paid pro rata in accordance with the respective aggregate Liquidation Preferences of the holders of
Series O and the holders of all such other stock. In any such distribution, the “Liquidation Preference” of any holder of stock of the
Corporation shall mean the amount otherwise payable to such holder in such distribution (assuming no limitation on the assets of the
Corporation available for such distribution), including an amount equal to any declared but unpaid dividends (and, in the case of any
holder of stock other than Series O and on which dividends accrue on a cumulative basis, an amount equal to any unpaid, accrued,
cumulative dividends, whether or not declared, as applicable).
(c) Residual Distributions. If the Liquidation Preference has been paid in full to all holders of Series O, the holders of other
stock of the Corporation shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according to their
respective rights and preferences.
(d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the merger or consolidation
of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Series O
receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or
substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.
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Section 6. Redemption.
(a) Optional Redemption. The Series O is perpetual and has no maturity date. The Corporation may, at its option, redeem
the shares of Series O at the time outstanding, upon notice given as provided in Section 6(c) below, (i) in whole or in part, from time to
time, on any date on or after November 10, 2026 (or, if not a Business Day, the next succeeding Business Day), or (ii) in whole but not
in part at any time within 90 days following a Regulatory Capital Treatment Event, in each case, at a redemption price per share equal
to $25,000, plus (except as otherwise provided herein below) an amount equal to any dividends per share that have accrued but not been
paid for the then-current Dividend Period to but excluding the redemption date, whether or not such dividends have been declared. The
redemption price for any shares of Series O shall be payable on the redemption date to the holder of such shares against surrender of the
certificate(s) evidencing such shares to the Corporation or its agent. Any declared but unpaid dividends payable on a redemption date
that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive the
redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such Dividend
Record Date relating to the Dividend Payment Date as provided in Section 4 above. Notwithstanding the foregoing, the Corporation
may not redeem shares of Series O without having received the prior approval of the Appropriate Federal Banking Agency if then
required under capital guidelines applicable to the Corporation.
(b) No Sinking Fund. The Series O will not be subject to any mandatory redemption, sinking fund or other similar
provisions. Holders of Series O will have no right to require redemption of any shares of Series O.
(c) Notice of Redemption. Notice of every redemption of shares of Series O shall be given by first class mail, postage
prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the
Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed
as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice,
but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series O
designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series O.
Notwithstanding the foregoing, if the Series O or any depositary shares representing interests in the Series O are issued in book-entry
form through The Depository Trust Company or any other similar facility, notice of redemption may be given to the holders of Series O
at such time and in any manner permitted by such facility. Each such notice given to a holder shall state: (1) the redemption date; (2) the
number of shares of Series O to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such
shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where certificates for such shares are to be
surrendered for payment of the redemption price.
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(d) Partial Redemption. In case of any redemption of only part of the shares of Series O at the time outstanding, the shares
to be redeemed shall be selected either pro rata or by lot. Subject to the provisions hereof, the Corporation shall have full power and
authority to prescribe the terms and conditions upon which shares of Series O shall be redeemed from time to time. If fewer than all the
shares represented by any certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without charge
to the holder thereof.
(e) Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date
specified in the notice all funds necessary for the redemption have been set aside by the Corporation, separate and apart from its other
funds, in trust for the pro rata benefit of the holders of the shares called for redemption, so as to be and continue to be available
therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on
and after the redemption date dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption
shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and
terminate, except only the right of the holders thereof to receive the amount payable on such redemption, without interest. Any funds
unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released to the Corporation, after
which time the holders of the shares so called for redemption shall look only to the Corporation for payment of the redemption price of
such shares.
Section 7. Voting Rights.
(a) General. The holders of Series O shall not have any voting rights except as set forth below or as otherwise from time to
time required by law.
(b) Right To Elect Two Directors Upon Nonpayment Events. If and whenever dividends on any shares of Series O shall
not have been declared and paid for any Dividend Periods that, in aggregate, equal at least 18 months, whether or not consecutive (a
“Nonpayment Event”), the number of directors then constituting the Board of Directors shall automatically be increased by two and the
holders of Series O, together with the holders of all outstanding shares of Voting Preferred Stock, voting together as a single class, shall
be entitled to elect the two additional directors (the “Preferred Stock Directors”), provided that the Board of Directors shall at no time
include more than two Preferred Stock Directors (including, for purposes of this limitation, all directors that the holders of any series of
Voting Preferred Stock are entitled to elect pursuant to like voting rights).
In the event that the holders of the Series O, and such other holders of Voting Preferred Stock, shall be entitled to vote for the
election of the Preferred Stock Directors following a Nonpayment Event, such directors shall be initially elected following such
Nonpayment Event only at a special meeting called at the request of the
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holders of record of at least 20% of the Series O or of any other series of Voting Preferred Stock then outstanding (unless such request
for a special meeting is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders of the
Corporation, in which event such election shall be held only at such next annual or special meeting of stockholders), and at each
subsequent annual meeting of stockholders of the Corporation. Such request to call a special meeting for the initial election of the
Preferred Stock Directors after a Nonpayment Event shall be made by written notice, signed by the requisite holders of Series O or any
series of Voting Preferred Stock, and delivered to the Secretary of the Corporation in such manner as provided for in Section 9 below,
or as may otherwise be required by law.
When dividends have been paid (or declared and a sum sufficient for payment thereof set aside) in full on the Series O for
consecutive Dividend Periods that, in aggregate, equal at least one year after a Nonpayment Event, then the right of the holders of
Series O to elect the Preferred Stock Directors shall cease (but subject always to revesting of such voting rights in the case of any future
Nonpayment Event), and, if and when any rights of holders of Series O and Voting Preferred Stock to elect the Preferred Stock
Directors shall have ceased, the terms of office of all the Preferred Stock Directors shall forthwith terminate and the number of directors
constituting the Board of Directors shall automatically be reduced accordingly.
Any Preferred Stock Director may be removed at any time without cause by the holders of record of a majority of all of the
outstanding shares of the Series O and Voting Preferred Stock, when they have the voting rights described above (voting together as a
single class). So long as a Nonpayment Event shall continue, any vacancy in the office of a Preferred Stock Director (other than prior to
the initial election of Preferred Stock Directors after a Nonpayment Event) may be filled by the written consent of the Preferred Stock
Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of all of the outstanding shares
of the Series O and Voting Preferred Stock, when they have the voting rights described above (voting together as a single class). Any
such vote of stockholders to remove, or to fill a vacancy in the office of, a Preferred Stock Director may be taken only at a special
meeting of such stockholders, called as provided above for an initial election of Preferred Stock Director after a Nonpayment Event
(unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in
which event such election shall be held at such next annual or special meeting of stockholders). The Preferred Stock Directors shall
each be entitled to one vote per director on any matter that shall come before the Board of Directors for a vote. Each Preferred Stock
Director elected at any special meeting of stockholders or by written consent of the other Preferred Stock Director shall hold office until
the next annual meeting of the stockholders if such office shall not have previously terminated as above provided.
(c) Other Voting Rights. So long as any shares of Series O are outstanding, in addition to any other vote or consent of
stockholders required by law or by the Certificate of Incorporation, the vote or consent of the holders of at least 66 2⁄3% of the shares of
Series O and any Voting Preferred Stock at the time outstanding and entitled to vote thereon, voting together as a single class, given in
person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting
or validating:
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(i) Authorization of Senior Stock. Any amendment or alteration of the Certificate of Incorporation to authorize or create, or
increase the authorized amount of, any shares of any class or series of capital stock of the Corporation ranking senior to the Series
O with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or
winding up of the Corporation;
(ii) Amendment of Series O. Any amendment, alteration or repeal of any provision of the Certificate of Incorporation so as
to materially and adversely affect the special rights, preferences, privileges or voting powers of the Series O, taken as a whole; or
(iii) Share Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding share exchange or
reclassification involving the Series O, or of a merger or consolidation of the Corporation with another corporation or other entity,
unless in each case (x) the shares of Series O remain outstanding or, in the case of any such merger or consolidation with respect
to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the
surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the
case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole,
as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations
and restrictions thereof, of the Series O immediately prior to such consummation, taken as a whole;
provided, however, that for all purposes of this Section 7(c), any increase in the amount of the authorized or issued Series O or
authorized Preferred Stock, or the creation and issuance, or an increase in the authorized or issued amount, of any other series of
Preferred Stock ranking equally with and/or junior to the Series O with respect to the payment of dividends (whether such dividends are
cumulative or non-cumulative) and/or the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not
be deemed to adversely affect the rights, preferences, privileges or voting powers of the Series O.
If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c)
would adversely affect the Series O and one or more but not all other series of Preferred Stock, then only the Series O and such series of
Preferred Stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together as a single class (in lieu
of all other series of Preferred Stock).
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(d) Changes for Clarification. Without the consent of the holders of the Series O, so long as such action does not adversely
affect the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of the Series O, the Corporation
may amend, alter, supplement or repeal any terms of the Series O:
(i) to cure any ambiguity, or to cure, correct or supplement any provision contained in this Certificate of Designations that
may be defective or inconsistent; or
(ii) to make any provision with respect to matters or questions arising with respect to the Series O that is not inconsistent
with the provisions of this Certificate of Designations.
(e) Changes after Provision for Redemption. No vote or consent of the holders of Series O shall be required pursuant to
Section 7(b), (c) or (d) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such
Section, all outstanding shares of Series O shall have been redeemed, or shall have been called for redemption upon proper notice and
sufficient funds shall have been set aside for such redemption, in each case pursuant to Section 6 above.
(f) Procedures for Voting and Consents. The rules and procedures for calling and conducting any meeting of the holders of
Series O (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a
meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be
governed by any rules the Board of Directors or the Committee (or another duly authorized committee of the Board of Directors), in its
discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Certificate of
Incorporation, the ByLaws, applicable law and any national securities exchange or other trading facility on which the Series O is listed
or traded at the time. Whether the vote or consent of the holders of a plurality, majority or other portion of the shares of Series O and all
Voting Preferred Stock has been cast or given on any matter on which the holders of shares of Series O are entitled to vote shall be
determined by the Corporation by reference to the specified liquidation amounts of the shares voted or covered by the consent.
Section 8. Record Holders. To the fullest extent permitted by applicable law, the Corporation and the transfer agent for the
Series O may deem and treat the record holder of any share of Series O as the true and lawful owner thereof for all purposes, and
neither the Corporation nor such transfer agent shall be affected by any notice to the contrary.
Section 9. Notices. All notices or communications in respect of Series O shall be sufficiently given if given in writing and
delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of
Designations, in the Certificate of Incorporation or ByLaws or by applicable law.
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Section 10. No Preemptive Rights. No share of Series O shall have any rights of preemption whatsoever as to any securities
of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such
warrants, rights or options, may be designated, issued or granted.
Section 11. Other Rights. The shares of Series O shall not have any voting powers, preferences or relative, participating,
optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of
Incorporation or as provided by applicable law.
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Appendix M
CERTIFICATE OF DESIGNATIONS
OF
5.00% FIXED-TO-FLOATING RATE NON-CUMULATIVE
PREFERRED STOCK, SERIES P
OF
THE GOLDMAN SACHS GROUP, INC.
THE GOLDMAN SACHS GROUP, INC., a corporation organized and existing under the General Corporation Law of the
State of Delaware (the “Corporation”), in accordance with the provisions of Sections 103 and 151 thereof, DOES HEREBY CERTIFY:
The Securities Issuance Committee (the “Committee”) of the board of directors of the Corporation (the “Board of
Directors”), in accordance with the resolutions of the Board of Directors dated October 28, 2011, the provisions of the restated
certificate of incorporation and the amended and restated bylaws of the Corporation and applicable law, by unanimous written consent
dated October 26, 2017, adopted the following resolution creating a series of 66,000 shares of Preferred Stock of the Corporation
designated as “5.00% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series P”.
RESOLVED, that pursuant to the authority vested in the Committee and in accordance with the resolutions of the Board of
Directors dated October 28, 2011, the provisions of the restated certificate of incorporation and the amended and restated bylaws of the
Corporation and applicable law, a series of Preferred Stock, par value $.01 per share, of the Corporation be and hereby is created, and
that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating,
optional or other rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, are as follows:
Section 1. Designation. The distinctive serial designation of such series of Preferred Stock is “5.00% Fixed-to-Floating Rate
Non-Cumulative Preferred Stock, Series P” (“Series P”). Each share of Series P shall be identical in all respects to every other share of
Series P, except as to the respective dates from which dividends thereon shall accrue, to the extent such dates may differ as permitted
pursuant to Section 4(a) below.
Section 2. Number of Shares. The authorized number of shares of Series P shall be 66,000. Shares of Series P that are
redeemed, purchased or otherwise acquired by the Corporation shall be cancelled and shall revert to authorized but unissued shares of
Series P.
Section 3. Definitions. As used herein with respect to Series P:
(q) “30/360 (ISDA) Day Count Convention” means the number of days in the Dividend Period in respect of which payment
is being made divided by 360, calculated on a formula basis as follows:
where:
[360×(Y2–Y1)]+[30×(M2–M1)]+(D2–D1)
360
“Y1” is the year, expressed as a number, in which the first day of the Dividend Period falls;
“Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Dividend
Period falls;
“M1” is the calendar month, expressed as a number, in which the first day of the Dividend Period falls;
“M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the
Dividend Period falls;
“D1” is the first calendar day, expressed as a number, of the Dividend Period, unless such number would be 31, in which
case D1 will be 30; and
“D2” is the calendar day, expressed as a number, immediately following the last day included in the Dividend Period, unless
such number would be 31 and D1 is greater than 29, in which case D2 will be 30.
(r) “Actual/360 (ISDA) Day Count Convention” means the actual number of days in the Interest Period divided by 360.
(s) “Appropriate Federal Banking Agency” means the “appropriate federal banking agency” with respect to the Corporation
as that term is defined in Section 3(q) of the Federal Deposit Insurance Act or any successor provision.
(t) “Board of Directors” means the board of directors of the Corporation.
(u) “ByLaws” means the amended and restated bylaws of the Corporation, as they may be amended from time to time.
(v) “Business Day” means (i) from the original issue date to and including November 10, 2022 (or, if such day is not a
Monday, Tuesday, Wednesday, Thursday or Friday or is a day on which banking institutions in New York City are generally
authorized or obligated by law or executive order to close, the next day that is a Monday, Tuesday, Wednesday, Thursday or
Friday and is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive
order to close), a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is not a day on which banking institutions in
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New York City are generally authorized or obligated by law or executive order to close, and (ii) thereafter, a day that is a Monday,
Tuesday, Wednesday, Thursday or Friday and is not a day on which banking institutions in New York City are generally
authorized or obligated by law or executive order to close and is a London Business Day.
(w) “Calculation Agent” means, at any time, the person or entity appointed by the Corporation and serving as such agent at
such time. The Corporation may terminate any such appointment and may appoint a successor agent at any time and from time to
time, provided that the Corporation shall use its best efforts to ensure that there is, at all relevant times when the Series P is
outstanding, a person or entity appointed and serving as such agent. The Calculation Agent may be a person or entity affiliated
with the Corporation.
(x) “Certificate of Designations” means this Certificate of Designations relating to the Series P, as it may be amended from
time to time.
(y) “Certification of Incorporation” shall mean the restated certificate of incorporation of the Corporation, as it may be
amended from time to time, and shall include this Certificate of Designations.
(z) “Common Stock” means the common stock, par value $0.01 per share, of the Corporation.
(aa) “Junior Stock” means the Common Stock and any other class or series of stock of the Corporation (other than Series P)
that ranks junior to Series P either or both as to the payment of dividends and/or as to the distribution of assets on any liquidation,
dissolution or winding up of the Corporation.
(bb) “London Business Day” means a day that is a Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on
which banking institutions in London generally are authorized or obligated by law, regulation or executive order to close and is a
day on which dealings in U.S. dollars are transacted in the London interbank market.
(cc) “Parity Stock” means any class or series of stock of the Corporation (other than Series P) that ranks equally with Series
P both in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the
Corporation.
(dd) “Preferred Stock” means any and all series of Preferred Stock, having a par value of $0.01 per share, of the Corporation,
including the Series P.
(ee) “Regulatory Capital Treatment Event” means the good faith determination by the Corporation that, as a result of (i) any
amendment to, or change in, the laws, rules or regulations of the United States or any political subdivision of or in the United
States that is enacted or becomes effective after the
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initial issuance of any share of Series P, (ii) any proposed change in those laws, rules or regulations that is announced or becomes
effective after the initial issuance of any share of Series P, or (iii) any official administrative decision or judicial decision or
administrative action or other official pronouncement interpreting or applying those laws, rules or regulations or policies with
respect thereto that is announced after the initial issuance of any share of Series P, there is more than an insubstantial risk that the
Corporation will not be entitled to treat the full liquidation preference amount of $25,000 per share of Series P then outstanding as
“tier 1 capital” (or its equivalent) for purposes of the capital adequacy rules of the Board of Governors of the Federal Reserve
System (or, as and if applicable, the capital adequacy rules or regulations of any successor Appropriate Federal Banking Agency)
as then in effect and applicable, for so long as any share of Series P is outstanding.
(ff) “Representative Amount” means, at any time, an amount that, in the Calculation Agent’s judgment, is representative of a
single transaction in the relevant market at the relevant time.
(gg) “Reuters screen” means the display on the Thomson Reuters Eikon service, or any successor or replacement service.
(hh) “Voting Preferred Stock” means, with regard to any election or removal of a Preferred Stock Director (as defined in
Section 7(b) below) or any other matter as to which the holders of Series P are entitled to vote as specified in Section 7 of this
Certificate of Designations, any and all series of Preferred Stock (other than Series P) that rank equally with Series P either as to
the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up of the Corporation and
upon which like voting rights have been conferred and are exercisable with respect to such matter.
Section 4. Dividends.
(a) Rate. Holders of Series P shall be entitled to receive, when, as and if declared by the Board of Directors or the
Committee (or another duly authorized committee of the Board of Directors) out of funds legally available for the payment of dividends
under Delaware law, non-cumulative cash dividends per each share of Series P at the rate determined as set forth below in this Section
(4) applied to the liquidation preference amount of $25,000 per share of Series P. Such dividends shall be payable in arrears (as
provided below in this Section 4(a)), but only when, as and if declared by the Board of Directors or the Committee (or another duly
authorized committee of the Board of Directors), on the 10th day of May and November of each year, commencing on May 10, 2018
and ending on November 10, 2022, and on the 10th day of February, May, August and November of each year following November 10,
2022 (“Dividend Payment Dates”); provided that if any such Dividend Payment Date that occurs on or before November 10, 2022 is a
day that is not a Business Day, such dividend shall instead be payable on the immediately succeeding Business Day without interest or
other payment in respect of such
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delayed payment, and provided further, if any such Dividend Payment Date that would otherwise occur for any Dividend Period after
the Dividend Period ending on but excluding November 10, 2022 is a day that is not a Business Day, such Dividend Payment Date shall
instead be (and any such dividend shall accrue to and instead be payable on) the immediately succeeding Business Day unless such
immediately succeeding Business Day falls in the next calendar month, in which case such Dividend Payment Date shall instead be
(and any such dividend shall accrue to and instead be payable on) the immediately preceding Business Day. Dividends on Series P shall
not be cumulative; holders of Series P shall not be entitled to receive any dividends not declared by the Board of Directors or the
Committee (or another duly authorized committee of the Board of Directors) and no interest, or sum of money in lieu of interest, shall
be payable in respect of any dividend not so declared.
Dividends on the Series P shall not be declared or set aside for payment if and to the extent such dividends would cause the
Corporation to fail to comply with the capital adequacy rules of the Board of Governors of the Federal Reserve System (or, as and if
applicable, the capital adequacy rules or regulations of any successor Appropriate Federal Banking Agency) applicable to the
Corporation.
Dividends that are payable on Series P on any Dividend Payment Date will be payable to holders of record of Series P as
they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day before such
Dividend Payment Date or such other record date fixed by the Board of Directors or the Committee (or another duly authorized
committee of the Board of Directors) that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a
“Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a
Business Day.
Each dividend period (a “Dividend Period”) shall commence on and include a Dividend Payment Date (other than the initial
Dividend Period, which shall commence on and include the date of original issue of the Series P, provided that, for any share of
Series P issued after such original issue date, the initial Dividend Period for such shares may commence on and include such other date
as the Board of Directors or the Committee (or another duly authorized committee of the Board of Directors) shall determine and
publicly disclose) and shall end on and include the calendar day next preceding the next Dividend Payment Date. Dividends payable on
the Series P in respect of any Dividend Period beginning prior to November 10, 2022 shall be calculated on the basis of the
30/360 (ISDA) Day Count Convention, and dividends payable on the Series P in respect of any Dividend Period beginning on or after
November 10, 2022 shall be calculated by the Calculation Agent on the basis of the Actual/360 (ISDA) Day Count Convention.
Dividends payable in respect of a Dividend Period shall be payable in arrears – i.e., on the first Dividend Payment Date after such
Dividend Period.
The dividend rate on the Series P, for each Dividend Period beginning prior to November 10, 2022, shall be a rate per annum
equal to 5.00%, and the dividend rate on the Series P, for each Dividend Period beginning on or after November 10, 2022, shall be a
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rate per annum equal to LIBOR (as defined below) for such Dividend Period plus 2.874%. LIBOR, with respect to any Dividend Period
beginning on or after November 10, 2022, means the offered rate expressed as a percentage per annum for three-month deposits in U.S.
dollars on the first day of such Dividend Period, as that rate appears on Reuters screen LIBOR01 (or any successor or replacement
page) as of approximately 11:00 A.M., London time, on the second London Business Day immediately preceding the first day of such
Dividend Period.
If the Calculation Agent determines on the relevant dividend determination date that the LIBOR base rate described in the
preceding paragraph has been discontinued, then the Calculation Agent will use a substitute or successor base rate that it has determined
in its sole discretion is most comparable to the LIBOR base rate, provided that if the Calculation Agent determines there is an industry-
accepted successor base rate, then the Calculation Agent shall use such successor base rate. If the Calculation Agent has determined a
substitute or successor base rate in accordance with the foregoing, the Calculation Agent in its sole discretion may determine the
business day convention, the definition of business day and the dividend determination date to be used and any other relevant
methodology for calculating such substitute or successor base rate, including any adjustment factor needed to make such substitute or
successor base rate comparable to the LIBOR base rate, in a manner that is consistent with industry-accepted practices for such
substitute or successor base rate. Unless the Calculation Agent uses a substitute or successor base rate as so provided, the following will
apply.
(i) If the LIBOR base rate described in the second preceding paragraph does not appear on the Reuters screen LIBOR01 (or
any successor or replacement page), LIBOR shall be determined on the basis of the rates, at approximately 11:00 A.M., London
time, on the second London Business Day immediately preceding the first day of such Dividend Period, at which deposits of the
following kind are offered to prime banks in the London interbank market by four major banks in that market selected by the
Calculation Agent: three-month deposits in U.S. dollars, beginning on the first day of such Dividend Period, and in a
Representative Amount. The Calculation Agent shall request the principal London office of each of these banks to provide a
quotation of its rate at approximately 11:00 A.M., London time. If at least two quotations are provided, LIBOR for such Dividend
Period shall be the arithmetic mean of such quotations.
(ii) If fewer than two quotations are provided as described in the preceding paragraph, LIBOR for such Dividend Period shall
be the arithmetic mean of the rates for loans of the following kind to leading European banks quoted, at approximately 11:00
A.M., New York City time, on the second London Business Day immediately preceding the first day of such Dividend Period, by
major banks in New York City selected by the Calculation Agent: three-month loans of U.S. dollars, beginning on the first day of
such Dividend Period, and in a Representative Amount.
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(iii) If no quotation is provided as described in the preceding paragraph, then the Calculation Agent, after consulting such
sources as it deems comparable to any of the foregoing quotations or display page, or any such source as it deems reasonable from
which to estimate LIBOR or any of the foregoing lending rates, shall determine LIBOR for such Dividend Period in its sole
discretion.
The Calculation Agent’s determination of any dividend rate, and its calculation of the amount of dividends for any Dividend
Period, will be maintained on file at the Corporation’s principal offices, will be made available to any stockholder upon request and will
be final and binding in the absence of manifest error.
Holders of Series P shall not be entitled to any dividends, whether payable in cash, securities or other property, other than
dividends (if any) declared and payable on the Series P as specified in this Section 4 (subject to the other provisions of this Certificate
of Designations).
(b) Priority of Dividends. So long as any share of Series P remains outstanding, no dividend shall be declared or paid on the
Common Stock or any other shares of Junior Stock (other than a dividend payable solely in Junior Stock), and no Common Stock or
other Junior Stock shall be purchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other
than as a result of a reclassification of Junior Stock for or into other Junior Stock, or the exchange or conversion of one share of Junior
Stock for or into another share of Junior Stock and other than through the use of the proceeds of a substantially contemporaneous sale of
Junior Stock) during a Dividend Period, unless the full dividends for the latest completed Dividend Period on all outstanding shares of
Series P have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside). The foregoing
provision shall not restrict the ability of Goldman Sachs & Co. LLC, or any other affiliate of the Corporation, to engage in any market-
making transactions in Junior Stock in the ordinary course of business.
When dividends are not paid (or declared and a sum sufficient for payment thereof set aside) on any Dividend Payment Date
(or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date
falling within a Dividend Period) in full upon the Series P and any shares of Parity Stock, all dividends declared on the Series P and all
such Parity Stock and payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different
from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment
Date) shall be declared pro rata so that the respective amounts of such dividends shall bear the same ratio to each other as all accrued
but unpaid dividends per share on the Series P and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity
Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the
Dividend Period related to such Dividend Payment Date) bear to each other.
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Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board of
Directors or the Committee (or another duly authorized committee of the Board of Directors) may be declared and paid on any
securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and
the Series P shall not be entitled to participate in any such dividends.
Section 5. Liquidation Rights.
(a) Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, holders of Series P shall be entitled to receive, out of the assets of the Corporation or
proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Corporation, and after satisfaction of all
liabilities and obligations to creditors of the Corporation, before any distribution of such assets or proceeds is made to or set aside for
the holders of Common Stock and any other stock of the Corporation ranking junior to the Series P as to such distribution, in full an
amount equal to $25,000 per share, together with an amount equal to all dividends (if any) that have been declared but not paid prior to
the date of payment of such distribution (but without any amount in respect of dividends that have not been declared prior to such
payment date).
(b) Partial Payment. If in any distribution described in Section 5(a) above the assets of the Corporation or proceeds thereof
are not sufficient to pay the Liquidation Preferences (as defined below) in full to all holders of Series P and all holders of any stock of
the Corporation ranking equally with the Series P as to such distribution, the amounts paid to the holders of Series P and to the holders
of all such other stock shall be paid pro rata in accordance with the respective aggregate Liquidation Preferences of the holders of
Series P and the holders of all such other stock. In any such distribution, the “Liquidation Preference” of any holder of stock of the
Corporation shall mean the amount otherwise payable to such holder in such distribution (assuming no limitation on the assets of the
Corporation available for such distribution), including an amount equal to any declared but unpaid dividends (and, in the case of any
holder of stock other than Series P and on which dividends accrue on a cumulative basis, an amount equal to any unpaid, accrued,
cumulative dividends, whether or not declared, as applicable).
(c) Residual Distributions. If the Liquidation Preference has been paid in full to all holders of Series P, the holders of other
stock of the Corporation shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according to their
respective rights and preferences.
(d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the merger or consolidation
of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Series P
receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or
substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.
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Section 6. Redemption.
(a) Optional Redemption. The Series P is perpetual and has no maturity date. The Corporation may, at its option, redeem
the shares of Series P at the time outstanding, upon notice given as provided in Section 6(c) below, (i) in whole or in part, from time to
time, on any date on or after November 10, 2022 (or, if not a Business Day, the next succeeding Business Day), or (ii) in whole but not
in part at any time within 90 days following a Regulatory Capital Treatment Event, in each case, at a redemption price per share equal
to $25,000, plus (except as otherwise provided herein below) an amount equal to any dividends per share that have accrued but not been
paid for the then-current Dividend Period to but excluding the redemption date, whether or not such dividends have been declared. The
redemption price for any shares of Series P shall be payable on the redemption date to the holder of such shares against surrender of the
certificate(s) evidencing such shares to the Corporation or its agent. Any declared but unpaid dividends payable on a redemption date
that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive the
redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such Dividend
Record Date relating to the Dividend Payment Date as provided in Section 4 above. Notwithstanding the foregoing, the Corporation
may not redeem shares of Series P without having received the prior approval of the Appropriate Federal Banking Agency if then
required under capital rules applicable to the Corporation.
(b) No Sinking Fund. The Series P will not be subject to any mandatory redemption, sinking fund or other similar
provisions. Holders of Series P will have no right to require redemption of any shares of Series P.
(c) Notice of Redemption. Notice of every redemption of shares of Series P shall be given by first class mail, postage
prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the
Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed
as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice,
but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series P
designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series P.
Notwithstanding the foregoing, if the Series P or any depositary shares representing interests in the Series P are issued in book-entry
form through The Depository Trust Company or any other similar facility, notice of redemption may be given to the holders of Series P
at such time and in any manner permitted by such facility. Each such notice given to a holder shall state: (1) the redemption date; (2) the
number of shares of Series P to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such
shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where certificates for such shares are to be
surrendered for payment of the redemption price.
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(d) Partial Redemption. In case of any redemption of only part of the shares of Series P at the time outstanding, the shares
to be redeemed shall be selected either pro rata or by lot. Subject to the provisions hereof, the Corporation shall have full power and
authority to prescribe the terms and conditions upon which shares of Series P shall be redeemed from time to time. If fewer than all the
shares represented by any certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without charge
to the holder thereof.
(e) Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date
specified in the notice all funds necessary for the redemption have been set aside by the Corporation, separate and apart from its other
funds, in trust for the pro rata benefit of the holders of the shares called for redemption, so as to be and continue to be available
therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on
and after the redemption date dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption
shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and
terminate, except only the right of the holders thereof to receive the amount payable on such redemption, without interest. Any funds
unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released to the Corporation, after
which time the holders of the shares so called for redemption shall look only to the Corporation for payment of the redemption price of
such shares.
Section 7. Voting Rights.
(a) General. The holders of Series P shall not have any voting rights except as set forth below or as otherwise from time to
time required by law.
(b) Right To Elect Two Directors Upon Nonpayment Events. If and whenever dividends on any shares of Series P shall
not have been declared and paid for any Dividend Periods that, in aggregate, equal at least 18 months, whether or not consecutive (a
“Nonpayment Event”), the number of directors then constituting the Board of Directors shall automatically be increased by two and the
holders of Series P, together with the holders of all outstanding shares of Voting Preferred Stock, voting together as a single class, shall
be entitled to elect the two additional directors (the “Preferred Stock Directors”), provided that the Board of Directors shall at no time
include more than two Preferred Stock Directors (including, for purposes of this limitation, all directors that the holders of any series of
Voting Preferred Stock are entitled to elect pursuant to like voting rights).
In the event that the holders of the Series P, and such other holders of Voting Preferred Stock, shall be entitled to vote for the
election of the Preferred Stock Directors following a Nonpayment Event, such directors shall be initially elected following such
Nonpayment Event only at a special meeting called at the request of the
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holders of record of at least 20% of the Series P or of any other series of Voting Preferred Stock then outstanding (unless such request
for a special meeting is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders of the
Corporation, in which event such election shall be held only at such next annual or special meeting of stockholders), and at each
subsequent annual meeting of stockholders of the Corporation. Such request to call a special meeting for the initial election of the
Preferred Stock Directors after a Nonpayment Event shall be made by written notice, signed by the requisite holders of Series P or any
series of Voting Preferred Stock, and delivered to the Secretary of the Corporation in such manner as provided for in Section 9 below,
or as may otherwise be required by law.
When dividends have been paid (or declared and a sum sufficient for payment thereof set aside) in full on the Series P for
consecutive Dividend Periods that, in aggregate, equal at least one year after a Nonpayment Event, then the right of the holders of
Series P to elect the Preferred Stock Directors shall cease (but subject always to revesting of such voting rights in the case of any future
Nonpayment Event), and, if and when any rights of holders of Series P and Voting Preferred Stock to elect the Preferred Stock
Directors shall have ceased, the terms of office of all the Preferred Stock Directors shall forthwith terminate and the number of directors
constituting the Board of Directors shall automatically be reduced accordingly.
Any Preferred Stock Director may be removed at any time without cause by the holders of record of a majority of all of the
outstanding shares of the Series P and Voting Preferred Stock, when they have the voting rights described above (voting together as a
single class). So long as a Nonpayment Event shall continue, any vacancy in the office of a Preferred Stock Director (other than prior to
the initial election of Preferred Stock Directors after a Nonpayment Event) may be filled by the written consent of the Preferred Stock
Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of all of the outstanding shares
of the Series P and Voting Preferred Stock, when they have the voting rights described above (voting together as a single class). Any
such vote of stockholders to remove, or to fill a vacancy in the office of, a Preferred Stock Director may be taken only at a special
meeting of such stockholders, called as provided above for an initial election of Preferred Stock Director after a Nonpayment Event
(unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in
which event such election shall be held at such next annual or special meeting of stockholders). The Preferred Stock Directors shall
each be entitled to one vote per director on any matter that shall come before the Board of Directors for a vote. Each Preferred Stock
Director elected at any special meeting of stockholders or by written consent of the other Preferred Stock Director shall hold office until
the next annual meeting of the stockholders if such office shall not have previously terminated as above provided.
(c) Other Voting Rights. So long as any shares of Series P are outstanding, in addition to any other vote or consent of
stockholders required by law or by the Certificate of Incorporation, the vote or consent of the holders of at least 66 2⁄3% of the shares of
Series P and any Voting Preferred Stock at the time outstanding and entitled to vote thereon, voting together as a single class, given in
person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting
or validating:
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(i) Authorization of Senior Stock. Any amendment or alteration of the Certificate of Incorporation to authorize or create, or
increase the authorized amount of, any shares of any class or series of capital stock of the Corporation ranking senior to the Series
P with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or
winding up of the Corporation;
(ii) Amendment of Series P. Any amendment, alteration or repeal of any provision of the Certificate of Incorporation so as
to materially and adversely affect the special rights, preferences, privileges or voting powers of the Series P, taken as a whole; or
(iii) Share Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding share exchange or
reclassification involving the Series P, or of a merger or consolidation of the Corporation with another corporation or other entity,
unless in each case (x) the shares of Series P remain outstanding or, in the case of any such merger or consolidation with respect to
which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the
surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the
case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole,
as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations
and restrictions thereof, of the Series P immediately prior to such consummation, taken as a whole;
provided, however, that for all purposes of this Section 7(c), any increase in the amount of the authorized or issued Series P or
authorized Preferred Stock, or the creation and issuance, or an increase in the authorized or issued amount, of any other series of
Preferred Stock ranking equally with and/or junior to the Series P with respect to the payment of dividends (whether such dividends are
cumulative or non-cumulative) and/or the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not
be deemed to adversely affect the rights, preferences, privileges or voting powers of the Series P.
If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c)
would adversely affect the Series P and one or more but not all other series of Preferred Stock, then only the Series P and such series of
Preferred Stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together as a single class (in lieu
of all other series of Preferred Stock).
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(d) Changes for Clarification. Without the consent of the holders of the Series P, so long as such action does not adversely
affect the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of the Series P, the Corporation may
amend, alter, supplement or repeal any terms of the Series P:
(i) to cure any ambiguity, or to cure, correct or supplement any provision contained in this Certificate of Designations that
may be defective or inconsistent; or
(ii) to make any provision with respect to matters or questions arising with respect to the Series P that is not inconsistent with
the provisions of this Certificate of Designations.
(e) Changes after Provision for Redemption. No vote or consent of the holders of Series P shall be required pursuant to
Section 7(b), (c) or (d) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such
Section, all outstanding shares of Series P shall have been redeemed, or shall have been called for redemption upon proper notice and
sufficient funds shall have been set aside for such redemption, in each case pursuant to Section 6 above.
(f) Procedures for Voting and Consents. The rules and procedures for calling and conducting any meeting of the holders of
Series P (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a
meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be
governed by any rules the Board of Directors or the Committee (or another duly authorized committee of the Board of Directors), in its
discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Certificate of
Incorporation, the ByLaws, applicable law and any national securities exchange or other trading facility on which the Series P is listed
or traded at the time. Whether the vote or consent of the holders of a plurality, majority or other portion of the shares of Series P and all
Voting Preferred Stock has been cast or given on any matter on which the holders of shares of Series P are entitled to vote shall be
determined by the Corporation by reference to the specified liquidation amounts of the shares voted or covered by the consent.
Section 8. Record Holders. To the fullest extent permitted by applicable law, the Corporation and the transfer agent for the
Series P may deem and treat the record holder of any share of Series P as the true and lawful owner thereof for all purposes, and neither
the Corporation nor such transfer agent shall be affected by any notice to the contrary.
Section 9. Notices. All notices or communications in respect of Series P shall be sufficiently given if given in writing and
delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of
Designations, in the Certificate of Incorporation or ByLaws or by applicable law.
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Section 10. No Preemptive Rights. No share of Series P shall have any rights of preemption whatsoever as to any securities
of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such
warrants, rights or options, may be designated, issued or granted.
Section 11. Other Rights. The shares of Series P shall not have any voting powers, preferences or relative, participating,
optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of
Incorporation or as provided by applicable law.
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THE GOLDMAN SACHS GROUP, INC.
OUTSIDE DIRECTOR RSU AWARD
EXHIBIT 10.46
This Award Agreement, together with The Goldman Sachs Amended and Restated Stock Incentive Plan (2015) (the “Plan”),
governs your award of RSUs (your “Award”). You should read carefully this entire Award Agreement, which includes
the Award Statement and any attached Appendix.
DOCUMENTS THAT GOVERN YOUR AWARD; DEFINITIONS
1. The Plan. Your Award is granted under the Plan, and the Plan’s terms apply to, and are a part of, this Award Agreement.
2. Your Award Statement. The Award Statement delivered to you contains some of your Award’s specific terms. For example, it
contains the number of RSUs awarded to you.
3. Definitions. Capitalized terms are defined in the Definitions Appendix, which also includes terms that are defined in the Plan.
DELIVERY OF YOUR RSU SHARES
4. Delivery. RSU Shares (less applicable withholding) will be delivered in respect of your Outstanding RSUs reasonably promptly
(but no more than 30 Business Days) after the Delivery Date, which will be the first Business Day in the third quarter of the Firm’s
fiscal year that occurs within a Window Period in the year following the year in which you cease to be a director of the Board. Unless
otherwise determined by the Committee, delivery of the RSU Shares will be effected by book-entry credit to your Account and no
delivery of RSU Shares will be made unless you have timely established your Account. Until such delivery, you have only the rights of
a general unsecured creditor, and no rights as a shareholder of GS Inc.
DIVIDEND EQUIVALENT RIGHTS
5. Dividend Equivalent Rights. Each RSU includes a Dividend Equivalent Right, which entitles you to receive an amount (less
applicable withholding), at or after the time of distribution of any regular cash dividend paid by GS Inc. in respect of a share of
Common Stock, equal to any regular cash dividend payment that would have been made in respect of an RSU Share underlying your
Outstanding RSUs for any record date that occurs on or after the Date of Grant.
ACCELERATED DELIVERY
6. Accelerated Delivery in the Event of Conflicted Employment or Death. In the event of your Conflicted Employment or
death, your Outstanding Award will be treated as described in this Paragraph 6, and all other terms of this Award Agreement continue
to apply.
(a) You Are Determined to Have Accepted Conflicted Employment.
(i) Generally. If you accept Conflicted Employment, as soon as practicable after the Committee has received
satisfactory documentation relating to your Conflicted Employment, RSU Shares will be delivered in respect of your Outstanding
RSUs (including in the form of cash as described in Paragraph 7(b)).
(ii) You May Have to Take Other Steps to Address Conflicts of Interest. The Committee retains the authority to
exercise its rights under the Award Agreement or the Plan (including Section 1.3.2 of the Plan) to take or require you to take other
steps it determines in its sole discretion to be necessary or appropriate to cure an actual or perceived conflict of interest (which
may include a determination that the accelerated delivery described in Paragraph 6(a)(i) will not apply because such actions are
not necessary or appropriate to cure an actual or perceived conflict of interest).
(b) Death. If you die, the RSU Shares underlying your Outstanding RSUs will be delivered to the representative of your
estate as soon as practicable after the date of death and after such documentation as may be requested by the Committee is
provided to the Committee.
OTHER TERMS, CONDITIONS AND AGREEMENTS
7. Additional Terms, Conditions and Agreements.
(a) You Must Satisfy Applicable Tax Withholding Requirements. Delivery of RSU Shares is conditioned on your satisfaction
of any applicable withholding taxes in accordance with Section 3.2 of the Plan, provided that the Committee may determine not to
apply the minimum withholding rate specified in Section 3.2.2 of the Plan.
(b) Firm May Deliver Cash or Other Property Instead of RSU Shares. In accordance with Section 1.3.2(i) of the Plan, in the
sole discretion of the Committee, in lieu of all or any portion of the RSU Shares, the Firm may deliver cash, other securities, other
awards under the Plan or other property, and all references in this Award Agreement to deliveries of RSU Shares will include such
deliveries of cash, other securities, other awards under the Plan or other property.
(c) Firm May Affix Legends and Place Stop Orders on RSU Shares. GS Inc. may affix to Certificates representing RSU
Shares any legend that the Committee determines to be necessary or advisable. GS Inc. may advise the transfer agent to place a
stop order against any legended RSU Shares.
(d) You Agree to Certain Consents. By accepting this Award, you have expressly consented to all of the items listed in
Section 3.3.3(d) of the Plan, including the Firm’s supplying to any third-party recordkeeper of the Plan or other person such
personal information of yours as the Committee deems advisable to administer the Plan, and you agree to provide any additional
consents that the Committee determines to be necessary or advisable.
NON-TRANSFERABILITY
8. Non-transferability. Except as otherwise may be provided in this Paragraph 8 or as otherwise may be provided by the
Committee, the limitations on transferability set forth in Section 3.5 of the Plan will apply to this Award. Any purported transfer or
assignment in violation of the provisions of this Paragraph 8 or Section 3.5 of the Plan will be void. The Committee may adopt
procedures pursuant to which you may transfer some or all of your RSUs through a gift for no consideration to any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law or sister-in-law, including adoptive relationships, any person sharing the recipient’s household (other than a tenant or
employee), a trust in which these persons have more than 50% of the beneficial interest, and any other entity in which these persons (or
the recipient) own more than 50% of the voting interests.
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GOVERNING LAW
9. Governing Law. THIS AWARD WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
CERTAIN TAX PROVISIONS
10. Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 10 apply to you only if
you are a U.S. taxpayer.
(a) This Award Agreement and the Plan provisions that apply to this Award are intended and will be construed to comply
with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, 409A Deferred
Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions. The Committee will have
full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential
inconsistency between the provisions of the Plan (including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the
provisions of this Award Agreement will govern, and in the case of any conflict or potential inconsistency between this Paragraph
10 and the other provisions of this Award Agreement, this Paragraph 10 will govern.
(b) Delivery of RSU Shares will not be delayed beyond the date on which all applicable conditions or restrictions on delivery
of RSU Shares required by this Agreement (including those specified in Paragraphs 4, 6(b) and 7 and the consents and other items
specified in Section 3.3 of the Plan) are satisfied, and will occur by December 31 of the calendar year in which the Delivery Date
occurs unless, in order to permit such conditions or restrictions to be satisfied, the Committee elects, pursuant to Reg.
1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of RSU Shares to a
later date as may be permitted under Section 409A, including Regs. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan
pertaining to Code Section 162(m)) and Reg. 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of
installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a
right to a series of separate payments and not as a right to a single payment.
(c) Notwithstanding the provisions of Paragraph 7(b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with
Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your RSUs will not have the
effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such
delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU Shares that would
otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D)
or otherwise as may be permitted under Section 409A, including and to the extent applicable, the subsequent election provisions of
Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)).
(d) Notwithstanding the timing provisions of Paragraph 6(b), the delivery of RSU Shares referred to therein will be made
after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under
Section 409A).
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(e) Notwithstanding any provision of Paragraph 5 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent
Rights with respect to each of your Outstanding RSUs will be paid to you within the calendar year that includes the date of
distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a share of Common Stock the record date
for which occurs on or after the Date of Grant. The payment will be in an amount (less applicable withholding) equal to such
regular dividend payment as would have been made in respect of the RSU Shares underlying such Outstanding RSUs.
(f) The timing of delivery or payment referred to in Paragraph 6(a)(i) will be the earlier of (i) the Delivery Date or (ii) within
the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided
that such delivery or payment will be made, and any Committee action referred to in Paragraph 6(a)(i) will be taken, only at such
time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional
tax to you under Section 409A.
(g) Section 3.4 of the Plan will not apply to Awards that are 409A Deferred Compensation except to the extent permitted
under Section 409A.
(h) Delivery of RSU Shares in respect of this Award may be made, if and to the extent elected by the Committee, later than
the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A Deferred
Compensation, only to the extent that the later delivery is permitted under Section 409A).
(i) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to
Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery.
AMENDMENT AND CONSTRUCTION
11. Amendment. The Committee reserves the right at any time to amend the terms of this Award Agreement, and the Board may
amend the Plan in any respect; provided that, notwithstanding the foregoing and Sections 1.3.2(f), 1.3.2(h) and 3.1 of the Plan, no such
amendment will materially adversely affect your rights and obligations under this Award Agreement without your consent; and
provided further that the Committee expressly reserves the right to accelerate the delivery of the RSU Shares and in its discretion to
provide that such Shares may not be transferable until the Delivery Date. A modification that impacts the tax consequences of this
Award or the timing of delivery of RSU Shares will not be an amendment that materially adversely affects your rights and obligations
under this Award Agreement. Any amendment of this Award Agreement will be in writing.
12. Construction, Headings. Unless the context requires otherwise, (a) words describing the singular number include the plural
and vice versa, (b) words denoting any gender include all genders and (c) the words “include,” “includes” and “including” will be
deemed to be followed by the words “without limitation.” The headings in this Award Agreement are for the purpose of convenience
only and are not intended to define or limit the construction of the provisions hereof. References in this Award Agreement to any
specific Plan provision will not be construed as limiting the applicability of any other Plan provision.
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IN WITNESS WHEREOF, GS Inc. has caused this Award Agreement to be duly executed and delivered as of the Date of
Grant.
THE GOLDMAN SACHS GROUP, INC.
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DEFINITIONS APPENDIX
The following capitalized terms are used in this Award Agreement with the following meanings:
(a) “409A Deferred Compensation” means a “deferral of compensation” or “deferred compensation” as those terms are defined in
the regulations under Section 409A.
The following capitalized terms are used in this Award Agreement with the meanings that are assigned to them in the Plan.
(a) “Account” means any brokerage account, custody account or similar account, as approved or required by GS Inc. from time to
time, into which shares of Common Stock, cash or other property in respect of an Award are delivered.
(b) “Award Agreement” means the written document or documents by which each Award is evidenced, including any Award
Statement.
(c) “Award Statement” means a written statement that reflects certain Award terms.
(d) “Board” means the Board of Directors of GS Inc.
(e) “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in New York City are
authorized or obligated by Federal law or executive order to be closed.
(f) “Committee” means the committee appointed by the Board to administer the Plan pursuant to Section 1.3, and, to the extent the
Board determines it is appropriate for the compensation realized from Awards under the Plan to be considered “performance based”
compensation under Section 162(m) of the Code, shall be a committee or subcommittee of the Board composed of two or more
members, each of whom is an “outside director” within the meaning of Code Section 162(m), and which, to the extent the Board
determines it is appropriate for Awards under the Plan to qualify for the exemption available under Rule 16b-3(d)(1) or Rule 16b-3(e)
promulgated under the Exchange Act, shall be a committee or subcommittee of the Board composed of two or more members, each of
whom is a “non-employee director” within the meaning of Rule 16b-3. Unless otherwise determined by the Board, the Committee shall
be the Compensation Committee of the Board.
(g) “Common Stock” means common stock of GS Inc., par value $0.01 per share.
(h) “Conflicted Employment” means the Grantee’s employment at any U.S. Federal, state or local government, any non-U.S.
government, any supranational or international organization, any self-regulatory organization, or any agency or instrumentality of any
such government or organization, or any other employer determined by the Committee, if, as a result of such employment, the Grantee’s
continued holding of any Outstanding Award would result in an actual or perceived conflict of interest.
(i) “Date of Grant” means the date specified in the Grantee’s Award Agreement as the date of grant of the Award.
(j) “Delivery Date” means each date specified in the Grantee’s Award Agreement as a delivery date, provided, unless the
Committee determines otherwise, such date is during a Window Period or, if such date is not during a Window Period, the first trading
day of the first Window Period beginning after such date.
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(k) “Dividend Equivalent Right” means a dividend equivalent right granted under the Plan, which represents an unfunded and
unsecured promise to pay to the Grantee amounts equal to all or any portion of the regular cash dividends that would be paid on shares
of Common Stock covered by an Award if such shares had been delivered pursuant to an Award.
(l) “Firm” means GS Inc. and its subsidiaries and affiliates.
(m) “GS Inc.” means The Goldman Sachs Group, Inc., and any successor thereto.
(n) “Outstanding” means any Award to the extent it has not been forfeited, cancelled, terminated, exercised or with respect to
which the shares of Common Stock underlying the Award have not been previously delivered or other payments made.
(o) “RSU” means a restricted stock unit Award granted under the Plan, which represents an unfunded and unsecured promise to
deliver shares of Common Stock in accordance with the terms of the RSU Award Agreement.
(p) “RSU Shares” means shares of Common Stock that underlie an RSU.
(q) “Section 409A” means Section 409A of the Code, including any amendments or successor provisions to that Section and any
regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted
through further administrative guidance.
(r) “Window Period” means a period designated by the Firm during which all employees of the Firm are permitted to purchase or
sell shares of Common Stock (provided that, if the Grantee is a member of a designated group of employees who are subject to different
restrictions, the Window Period may be a period designated by the Firm during which an employee of the Firm in such designated
group is permitted to purchase or sell shares of Common Stock).
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THE GOLDMAN SACHS GROUP, INC.
ONE-TIME RSU AWARD
EXHIBIT 10.47
This Award Agreement, together with The Goldman Sachs Amended and Restated Stock Incentive Plan (2015) (the “Plan”),
governs your special one-time award of RSUs (your “Award”). You should read carefully this entire Award
Agreement, which includes the Award Statement, any attached Appendix and the signature card.
ACCEPTANCE
1. You Must Decide Whether to Accept this Award Agreement. To be eligible to receive your Award, you must by the date
specified (a) open and activate an Account and (b) agree to all the terms of your Award by executing the related signature card
in accordance with its instructions. By executing the signature card, you confirm your agreement to all of the terms of this
Award Agreement, including the arbitration and choice of forum provisions in Paragraph 15.
DOCUMENTS THAT GOVERN YOUR AWARD; DEFINITIONS
2. The Plan. Your Award is granted under the Plan, and the Plan’s terms apply to, and are a part of, this Award Agreement.
3. Your Award Statement. The Award Statement delivered to you contains some of your Award’s specific terms. For example, it
contains the number of RSUs awarded to you and any applicable Vesting Dates and Delivery Dates.
4. Definitions. Capitalized terms are defined in the Definitions Appendix, which also includes terms that are defined in the Plan.
VESTING OF YOUR RSUS
5. Vesting. On each Vesting Date listed on your Award Statement, you will become Vested in the amount of Outstanding RSUs
listed next to that date. When an RSU becomes Vested, it means only that your continued active Employment is not required for
delivery of that portion of RSU Shares. Vesting does not mean you have a non-forfeitable right to the Vested portion of your
Award. The terms of this Award Agreement (including conditions to delivery) continue to apply to Vested RSUs, and you can
still forfeit Vested RSUs and any RSU Shares.
DELIVERY OF YOUR RSU SHARES
6. Delivery. Reasonably promptly (but no more than 30 Business Days) after each Delivery Date listed on your Award Statement,
RSU Shares (less applicable withholding as described in Paragraph 12(a)) will be delivered (by book entry credit to your Account) in
respect of the amount of Outstanding RSUs listed next to that date. The Committee or the SIP Committee may select multiple dates
within the 30-Business-Day period following the Delivery Date to deliver RSU Shares in respect of all or a portion of the RSUs with
the same Delivery Date listed on the Award Statement, and all such dates will be treated as a single Delivery Date for purposes of this
Award. Until such delivery, you have only the rights of a general unsecured creditor, and no rights as a shareholder of GS Inc. Without
limiting the Committee’s authority under Section 1.3.2(h) of the Plan, the Firm may accelerate any Delivery Date by up to 30 days.
DIVIDENDS
7. Dividend Equivalent Rights and Dividends. Each RSU includes a Dividend Equivalent Right, which entitles you to receive an
amount (less applicable withholding), at or after the time of distribution of any regular cash dividend paid by GS Inc. in respect of a
share of Common Stock, equal to any regular cash dividend payment that would have been made in respect of an RSU Share underlying
your Outstanding RSUs for any record date that occurs on or after the Date of Grant.
FORFEITURE OF YOUR AWARD
8. How You May Forfeit Your Award. This Paragraph 8 sets forth the events that result in forfeiture of up to all of your RSUs
and may require repayment to the Firm of up to all other amounts previously delivered or paid to you under your Award in accordance
with Paragraph 9. More than one event may apply, and in no case will the occurrence of one event limit the forfeiture and repayment
obligations as a result of the occurrence of any other event. In addition, the Firm reserves the right to (a) suspend vesting of Outstanding
RSUs, payments under Dividend Equivalent Rights or delivery of RSU Shares, (b) deliver any RSU Shares, dividends or payments
under Dividend Equivalent Rights into an escrow account in accordance with Paragraph 12(f)(v) or (c) apply Transfer Restrictions to
any RSU Shares in connection with any investigation of whether any of the events that result in forfeiture under the Plan or this
Paragraph 8 have occurred. Paragraph 10 (relating to certain circumstances under which you will not forfeit your unvested RSUs upon
Employment termination) and Paragraph 11 (relating to certain circumstances under which vesting and/or delivery may be accelerated)
provide for exceptions to one or more provisions of this Paragraph 8.
(a) Unvested RSUs Forfeited if Your Employment Terminates. If your Employment terminates for any reason or you are
otherwise no longer actively employed with the Firm (which includes off-premises notice periods, “garden leaves,” pay in lieu of
notice or any other similar status), your rights to your Outstanding RSUs that are not Vested will terminate, and no RSU Shares
will be delivered in respect of such RSUs.
(b) Vested and Unvested RSUs Forfeited if You Solicit Clients or Employees, Interfere with Client or Employee
Relationships or Participate in the Hiring of Employees. If any of the following occurs before the applicable Delivery Date, your
rights to all of your Outstanding RSUs (whether or not Vested) will terminate, and no RSU Shares will be delivered in respect of
such RSUs:
(i) you, in any manner, directly or indirectly, (A) Solicit any Client to transact business with a Covered Enterprise or to
reduce or refrain from doing any business with the Firm, (B) interfere with or damage (or attempt to interfere with or damage) any
relationship between the Firm and any Client, (C) Solicit any person who is an employee of the Firm to resign from the Firm,
(D) Solicit any Selected Firm Personnel to apply for or accept employment (or other association) with any person or entity other
than the Firm, or (E) hire or participate in the hiring of any Selected Firm Personnel by any person or entity other than the Firm
(including, without limitation, participating in the identification of individuals for potential hire, and participating in any hiring
decision), whether as an employee or consultant or otherwise, or
(ii) Selected Firm Personnel are Solicited, hired or accepted into partnership, membership or similar status by (A) any
entity that you form, that bears your name, or in which you possess or control greater than a de minimis equity ownership, voting
or profit participation, or (B) any entity where you have, or will have, direct or indirect managerial responsibility for such Selected
Firm Personnel.
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(c) Vested and Unvested RSUs Forfeited upon Certain Events. If any of the following occurs your rights to all of your
Outstanding RSUs (whether or not Vested) will terminate, and no RSU Shares will be delivered in respect of such RSUs, as may
be further described below:
(i) You Failed to Consider Risk. You Failed to Consider Risk during the .
(ii) Your Conduct Constitutes Cause. Any event that constitutes Cause has occurred before the applicable Delivery
Date.
(iii) You Do Not Meet Your Obligations to the Firm. The Committee determines that, before the applicable Delivery
Date, you failed to meet, in any respect, any obligation under any agreement with the Firm, or any agreement entered into in
connection with your Employment or this Award, including the Firm’s notice period requirement applicable to you, any offer
letter, employment agreement or any shareholders’ agreement relating to the Firm. Your failure to pay or reimburse the Firm, on
demand, for any amount you owe to the Firm will constitute (A) failure to meet an obligation you have under an agreement,
regardless of whether such obligation arises under a written agreement, and/or (B) a material violation of Firm policy constituting
Cause.
(iv) You Do Not Provide Timely Certifications or Comply with Your Certifications. You fail to certify to GS Inc. that
you have complied with all of the terms of the Plan and this Award Agreement, or the Committee determines that you have failed
to comply with a term of the Plan or this Award Agreement to which you have certified compliance.
(v) You Do Not Follow Dispute Resolution/Arbitration Procedures. You attempt to have any dispute under the Plan or
this Award Agreement resolved in any manner that is not provided for by Paragraph 15 or Section 3.17 of the Plan, or you attempt
to arbitrate a dispute without first having exhausted your internal administrative remedies in accordance with Paragraph 12(f)(vii).
(vi) You Bring an Action that Results in a Determination that Any Award Agreement Term Is Invalid. As a result of
any action brought by you, it is determined that any term of this Award Agreement is invalid.
(vii) You Receive Compensation in Respect of Your Award from Another Employer. Your Employment terminates for
any reason or you otherwise are no longer actively employed with the Firm and another entity grants you cash, equity or other
property (whether vested or unvested) to replace, substitute for or otherwise in respect of any Outstanding RSUs; provided,
however, that your rights will only be terminated in respect of the RSUs that are replaced, substituted for or otherwise considered
by such other entity in making its grant.
(viii) You Receive Compensation that this Award Is Intended to Replace. This Award is intended to replace or
substitute for any award or compensation forgone with an entity to which you previously provided services, and such entity
nevertheless delivers to you such award or compensation (including any cash, equity or other property (whether vested or
unvested)), as determined by the Firm in its sole discretion.
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REPAYMENT OF YOUR AWARD
9. When You May Be Required to Repay Your Award. If the Committee determines that any term of this Award was not
satisfied, you will be required, immediately upon demand therefor, to repay to the Firm the following:
(a) Any RSU Shares for which the terms (including the terms for delivery) of the related RSUs were not satisfied, in
accordance with Section 2.6.3 of the Plan.
(b) Any payments under Dividend Equivalent Rights for which the terms were not satisfied (including any such payments
made in respect of RSUs that are forfeited or RSU Shares that are cancelled or required to be repaid), in accordance with
Section 2.8.4 of the Plan.
(c) Any dividends paid in respect of any RSU Shares that are cancelled or required to be repaid.
(d) Any amount applied to satisfy tax withholding or other obligations with respect to any RSU, RSU Shares, dividend
payments and payments under Dividend Equivalent Rights that are forfeited or required to be repaid.
EXCEPTIONS TO THE VESTING AND/OR DELIVERY DATES
10. Circumstances Under Which You Will Not Forfeit Your Unvested RSUs on Employment Termination (but the
Original Delivery Date Continues to Apply). If your Employment terminates at a time when you meet the requirements for Extended
Absence[, Retirement,][ “downsizing” or Approved Termination,] [each] as described below, then Paragraph 8(a) will not apply, and
your Outstanding RSUs will be treated as described in this Paragraph 10. All other terms of this Award Agreement, including the other
forfeiture and repayment events in Paragraphs 8 and 9, continue to apply.
(a) [Extended Absence or Retirement and No Association With a Covered Enterprise.]
(i) Generally. If your Employment terminates by Extended Absence [or Retirement], your Outstanding RSUs that are
not Vested will become Vested. However, your rights to any Outstanding RSU that becomes Vested by this Paragraph 10(a)
[(i)] will terminate and no RSU Share will be delivered in respect of that RSU if you Associate With a Covered Enterprise
on or before the originally scheduled Vesting Date for that RSU.
(ii) [Special Treatment for Involuntary or Mutual Agreement Termination. The second sentence of Paragraph 10(a)[(i)]
(relating to forfeiture if you Associate With a Covered Enterprise) will not apply if (A) the Firm characterizes your Employment
termination as “involuntary” or by “mutual agreement” (and, in each case, you have not engaged in conduct constituting Cause)
and (B) you execute a general waiver and release of claims and an agreement to pay any associated tax liability, in each case, in
the form the Firm prescribes. No Employment termination that you initiate, including any purported “constructive termination,” a
“termination for good reason” or similar concepts, can be “involuntary” or by “mutual agreement.”]
(b) [Downsizing. If (i) the Firm terminates your Employment solely by reason of a “downsizing” (and you have not engaged
in conduct constituting Cause) and (ii) you execute a general waiver and release of claims and an agreement to pay any associated
tax liability, in each case, in the form the Firm prescribes, your Outstanding RSUs that are not yet Vested will become Vested.
Whether or not your Employment is terminated solely by reason of a “downsizing” will be determined by the Firm in its sole
discretion.]
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(c) [Approved Terminations of Program Analysts and Fixed-Term Employees. If the Firm classifies you as a “program
analyst” or a “fixed-term” employee and your Employment terminates solely by reason of an Approved Termination (and you
have not engaged in conduct constituting Cause), your Outstanding RSUs that are not yet Vested will become Vested.]
11. Accelerated Vesting and/or Delivery in the Event of a Qualifying Termination After a Change in Control[, Conflicted
Employment] or Death. In the event of your Qualifying Termination After a Change in Control[, Conflicted Employment] or death,
each as described below, then Paragraph 8(a) will not apply, your Outstanding RSUs will be treated as described in this Paragraph 11,
and, except as set forth in Paragraph 11(a), all other terms of this Award Agreement, including the other forfeiture and repayment
events in Paragraphs 8 and 9, continue to apply.
(a) You Have a Qualifying Termination After a Change in Control. If your Employment terminates when you meet the
requirements of a Qualifying Termination After a Change in Control, the RSU Shares underlying your Outstanding RSUs
(whether or not Vested) will be delivered. In addition, the forfeiture events in Paragraph 8 will not apply to your Award.
(b) [You Are Determined to Have Accepted Conflicted Employment.
(i) Generally. Notwithstanding anything to the contrary in the Plan or otherwise, for purposes of this Award Agreement,
“Conflicted Employment” means your employment at any U.S. Federal, state or local government, any non-U.S. government, any
supranational or international organization, any self-regulatory organization, or any agency or instrumentality of any such
government or organization, or any other employer (other than an “Accounting Firm” within the meaning of SEC Rule 2-01(f)(2)
of Regulation S-X or any successor thereto) determined by the Committee, if, as a result of such employment, your continued
holding of any Outstanding RSUs would result in an actual or perceived conflict of interest. The following will apply as soon as
practicable after the Committee has received satisfactory documentation relating to your Conflicted Employment.
(A) Vesting. If your Employment terminates solely because you resign to accept Conflicted Employment and
you have completed at least three years of continuous service with the Firm, your Outstanding RSUs will Vest; otherwise, you will
forfeit any Outstanding RSUs that are not Vested in accordance with Paragraph 8(a).
(B) Delivery. If your Employment terminates solely because you resign to accept Conflicted Employment or if,
following your termination of Employment, you notify the Firm that you are accepting Conflicted Employment, RSU Shares will
be delivered in respect of your Outstanding Vested RSUs (including in the form of cash as described in Paragraph 12(b)).
(ii) You May Have to Take Other Steps to Address Conflicts of Interest. The Committee retains the authority to
exercise its rights under the Award Agreement or the Plan (including Section 1.3.2 of the Plan) to take or require you to take other
steps it determines in its sole discretion to be necessary or appropriate to cure an actual or perceived conflict of interest (which
may include a determination that the accelerated vesting and/or delivery described in Paragraph 11(b)(i) will not apply because
such actions are not necessary or appropriate to cure an actual or perceived conflict of interest).]
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(c) Death. If you die, the RSU Shares underlying your Outstanding RSUs (whether or not Vested) will be delivered to the
representative of your estate as soon as practicable after the date of death and after such documentation as may be requested by the
Committee is provided to the Committee.
OTHER TERMS, CONDITIONS AND AGREEMENTS
12. Additional Terms, Conditions and Agreements.
(a) You Must Satisfy Applicable Tax Withholding Requirements. Delivery of RSU Shares is conditioned on your satisfaction
of any applicable withholding taxes in accordance with Section 3.2 of the Plan, which includes the Firm deducting or withholding
amounts from any payment or distribution to you (which, notwithstanding Section 3.2.2 of the Plan, may exceed the statutory
minimum rate if and to the extent determined by the Committee or the SIP Committee). In addition, to the extent permitted by
applicable law, the Firm, in its sole discretion, may require you to provide amounts equal to all or a portion of any Federal, state,
local, foreign or other tax obligations imposed on you or the Firm in connection with the grant, Vesting or delivery of this Award
by requiring you to choose between remitting the amount (i) in cash (or through payroll deduction or otherwise) or (ii) in the form
of proceeds from the Firm’s executing a sale of RSU Shares delivered to you under this Award. In addition, if you are an
individual with separate employment contracts (at any time during and/or after the Firm’s fiscal year), the Firm, in its sole
discretion, may require you to provide for a reserve in an amount the Firm determines is advisable or necessary in connection with
any actual, anticipated or potential tax consequences related to your separate employment contracts by requiring you to choose
between remitting such amount (i) in cash (or through payroll deduction or otherwise) or (ii) in the form of proceeds from the
Firm’s executing a sale of shares of Common Stock delivered to you pursuant to this Award (or any other Outstanding awards
granted under the Plan or any predecessor or successor plan thereto). In no event, however, does this Paragraph 12(a) give you any
discretion to determine or affect the timing of the delivery of RSU Shares or the timing of payment of tax obligations.
(b) Firm May Deliver Cash or Other Property Instead of RSU Shares. In accordance with Section 1.3.2(i) of the Plan, in the
sole discretion of the Committee, in lieu of all or any portion of the RSU Shares, the Firm may deliver cash, other securities, other
awards under the Plan or other property, and all references in this Award Agreement to deliveries of RSU Shares will include such
deliveries of cash, other securities, other awards under the Plan or other property.
(c) Amounts May Be Rounded to Avoid Fractional Shares. RSUs that become Vested on a Vesting Date and RSU Shares
that become deliverable on a Delivery Date may, in each case, be rounded to avoid fractional Shares.
(d) You May Be Required to Become a Party to the Shareholders’ Agreement. Your rights to your RSUs are conditioned on
your becoming a party to any shareholders’ agreement to which other similarly situated employees (e.g., employees with a similar
title or position) of the Firm are required to be a party.
(e) Firm May Affix Legends and Place Stop Orders on Restricted RSU Shares. GS Inc. may affix to Certificates representing
RSU Shares any legend that the Committee determines to be necessary or advisable (including to reflect any restrictions to which
you may be subject under a separate agreement). GS Inc. may advise the transfer agent to place a stop order against any legended
RSU Shares.
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(f) You Agree to Certain Consents, Terms and Conditions. By accepting this Award you understand and agree that:
(i) You Agree to Certain Consents as a Condition to the Award. You have expressly consented to all of the items listed
in Section 3.3.3(d) of the Plan, including the Firm’s supplying to any third-party recordkeeper of the Plan or other person such
personal information of yours as the Committee deems advisable to administer the Plan, and you agree to provide any additional
consents that the Committee determines to be necessary or advisable;
(ii) You Are Subject to the Firm’s Policies, Rules and Procedures. You are subject to the Firm’s policies in effect from
time to time concerning trading in RSU Shares and hedging or pledging RSU Shares and equity-based compensation or other
awards (including, without limitation, the Firm’s “Policies with Respect to Personal Transactions Involving GS Securities and GS
Equity Awards” or any successor policies), and confidential or proprietary information, and you will effect sales of RSU Shares in
accordance with such rules and procedures as may be adopted from time to time (which may include, without limitation,
restrictions relating to the timing of sale requests, the manner in which sales are executed, pricing method, consolidation or
aggregation of orders and volume limits determined by the Firm);
(iii) You Are Responsible for Costs Associated with Your Award. You will be responsible for all brokerage costs and
other fees or expenses associated with your RSUs, including those related to the sale of RSU Shares;
(iv) You Will Be Deemed to Represent Your Compliance with All the Terms of Your Award if You Accept Delivery
of, or Sell, RSU Shares. You will be deemed to have represented and certified that you have complied with all of the terms of the
Plan and this Award Agreement when RSU Shares are delivered to you and you receive payment in respect of Dividend
Equivalent Rights;
(v) Firm May Deliver Your Award into an Escrow Account. The Firm may establish and maintain an escrow account
on such terms (which may include your executing any documents related to, and your paying for any costs associated with, such
account) as it may deem necessary or appropriate, and the delivery of RSU Shares or the payment of cash (including dividends
and payments under Dividend Equivalent Rights) or other property may initially be made into and held in that escrow account
until such time as the Committee has received such documentation as it may have requested or until the Committee has
determined that any other conditions or restrictions on delivery of RSU Shares, cash or other property required by this Award
Agreement have been satisfied;
(vi) You May Be Required to Certify Compliance with Award Terms; You Are Responsible for Providing the Firm
with Updated Address and Contact Information After Your Departure from the Firm. If your Employment terminates while you
continue to hold RSUs, from time to time, you may be required to provide certifications of your compliance with all of the terms
of the Plan and this Award Agreement as described in Paragraph 8(c)(iv). You understand and agree that (A) your address on file
with the Firm at the time any certification is required will be deemed to be your current address, (B) it is your responsibility to
inform the Firm of any changes to your address to ensure timely receipt of the certification materials, (C) you are responsible for
contacting the Firm to obtain such certification materials if not received and (D) your failure to return properly completed
certification materials by the specified deadline (which includes your failure to timely return the completed certification because
you did not provide the Firm with updated contact information) will result in the forfeiture of all of your RSUs and subject
previously delivered amounts to repayment under Paragraph 8(c)(iv);
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(vii) You Must Comply with Applicable Deadlines and Procedures to Appeal Determinations Made by the Committee,
the SIP Committee or SIP Administrators. If you disagree with a determination made by the Committee, the SIP Committee, the
SIP Administrators, or any of their delegates or designees and you wish to appeal such determination, you must submit a written
request to the SIP Committee for review within 180 days after the determination at issue. You must exhaust your internal
administrative remedies (i.e., submit your appeal and wait for resolution of that appeal) before seeking to resolve a dispute through
arbitration pursuant to Paragraph 15 and Section 3.17 of the Plan; and
(viii) You Agree that Covered Persons Will Not Have Liability. In addition to and without limiting the generality of the
provisions of Section 1.3.5 of the Plan, neither the Firm nor any Covered Person will have any liability to you or any other person
for any action taken or omitted in respect of this or any other Award.
13. Non-transferability. Except as otherwise may be provided in this Paragraph 13 or as otherwise may be provided by the
Committee, the limitations on transferability set forth in Section 3.5 of the Plan will apply to this Award. Any purported transfer or
assignment in violation of the provisions of this Paragraph 13 or Section 3.5 of the Plan will be void. The Committee may adopt
procedures pursuant to which some or all recipients of RSUs may transfer some or all of their RSUs through a gift for no consideration
to any immediate family member, a trust or other estate planning vehicle approved by the Committee or SIP Committee in which the
recipient and/or the recipient’s immediate family members in the aggregate have 100% of the beneficial interest.
14. Right of Offset. Except as provided in Paragraph 17(h), the obligation to deliver RSU Shares or to make payments under
Dividend Equivalent Rights under this Award Agreement is subject to Section 3.4 of the Plan, which provides for the Firm’s right to
offset against such obligation any outstanding amounts you owe to the Firm and any amounts the Committee deems appropriate
pursuant to any tax equalization policy or agreement.
ARBITRATION, CHOICE OF FORUM AND GOVERNING LAW
15. Arbitration; Choice of Forum.
(a) BY ACCEPTING THIS AWARD, YOU ARE INDICATING THAT YOU UNDERSTAND AND AGREE THAT THE ARBITRATION
AND CHOICE OF FORUM PROVISIONS SET FORTH IN SECTION 3.17 OF THE PLAN WILL APPLY TO THIS AWARD. THESE
PROVISIONS, WHICH ARE EXPRESSLY INCORPORATED HEREIN BY REFERENCE, PROVIDE AMONG OTHER THINGS THAT
ANY DISPUTE, CONTROVERSY OR CLAIM BETWEEN THE FIRM AND YOU ARISING OUT OF OR RELATING TO OR
CONCERNING THE PLAN OR THIS AWARD AGREEMENT WILL BE FINALLY SETTLED BY ARBITRATION IN NEW YORK CITY,
PURSUANT TO THE TERMS MORE FULLY SET FORTH IN SECTION 3.17 OF THE PLAN; PROVIDED THAT NOTHING HEREIN
SHALL PRECLUDE YOU FROM FILING A CHARGE WITH OR PARTICIPATING IN ANY INVESTIGATION OR PROCEEDING
CONDUCTED BY ANY GOVERNMENTAL AUTHORITY, INCLUDING BUT NOT LIMITED TO THE SEC AND THE EQUAL
EMPLOYMENT OPPORTUNITY COMMISSION.
(b) To the fullest extent permitted by applicable law, no arbitrator will have the authority to consider class, collective or
representative claims, to order consolidation or to join different claimants or grant relief other than on an individual basis to the
individual claimant involved.
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(c) Notwithstanding any applicable forum rules to the contrary, to the extent there is a question of enforceability of this
Award Agreement arising from a challenge to the arbitrator’s jurisdiction or to the arbitrability of a claim, it will be decided by a
court and not an arbitrator.
(d) All references to the New York Stock Exchange in Section 3.17 of the Plan will be read as references to the Financial
Industry Regulatory Authority.
(e) The Federal Arbitration Act governs interpretation and enforcement of all arbitration provisions under the Plan and this
Award Agreement, and all arbitration proceedings thereunder.
(f) Nothing in this Award Agreement creates a substantive right to bring a claim under U.S. Federal, state, or local
employment laws.
(g) By accepting your Award, you irrevocably appoint each General Counsel of GS Inc., or any person whom the General
Counsel of GS Inc. designates, as your agent for service of process in connection with any suit, action or proceeding arising out of
or relating to or concerning the Plan or any Award which is not arbitrated pursuant to the provisions of Section 3.17.1 of the Plan,
who shall promptly advise you of any such service of process.
(h) To the fullest extent permitted by applicable law, no arbitrator will have the authority to consider any claim as to which
you have not first exhausted your internal administrative remedies in accordance with Paragraph 12(f)(vii).
16. Governing Law. THIS AWARD WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
CERTAIN TAX PROVISIONS
17. Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 17 apply to you only if
you are a U.S. taxpayer.
(a) This Award Agreement and the Plan provisions that apply to this Award are intended and will be construed to comply
with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, 409A Deferred
Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions. The Committee will have
full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential
inconsistency between the provisions of the Plan (including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the
provisions of this Award Agreement will govern, and in the case of any conflict or potential inconsistency between this Paragraph
17 and the other provisions of this Award Agreement, this Paragraph 17 will govern.
(b) Delivery of RSU Shares will not be delayed beyond the date on which all applicable conditions or restrictions on delivery
of RSU Shares required by this Agreement (including those specified in Paragraphs 6, 10[(a)(ii), 10](b), 11([b][c]) and 12 and the
consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion
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of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, delivery for such
portion will occur by the March 15 coinciding with the last day of the applicable “short-term deferral” period described in Reg.
1.409A-1(b)(4) in order for the delivery of RSU Shares to be within the short-term deferral exception unless, in order to permit all
applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Reg. 1.409A-1(b)(4)(i)(D) or
otherwise as may be permitted in accordance with Section 409A, to delay delivery of RSU Shares to a later date within the same
calendar year or to such later date as may be permitted under Section 409A, including Reg. 1.409A-2(b)(7) (in conjunction with
Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and Reg. 1.409A-3(d). For the avoidance of doubt, if the Award
includes a “series of installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment
payments will be treated as a right to a series of separate payments and not as a right to a single payment.
(c) Notwithstanding the provisions of Paragraph 12([b][c]) and Section 1.3.2(i) of the Plan, to the extent necessary to comply
with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your RSUs will not have
the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such
delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU Shares that would
otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D)
or otherwise as may be permitted under Section 409A, including and to the extent applicable, the subsequent election provisions of
Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)).
(d) Notwithstanding the timing provisions of Paragraph 11(c), the delivery of RSU Shares referred to therein will be made
after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under
Section 409A).
(e) The timing of delivery or payment pursuant to Paragraph 11(a) will occur on the earlier of (i) the Delivery Date or (ii) a
date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a
“specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery will occur on the
earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is
six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the
next Window Period). For purposes of Paragraph 11(a), references in this Award Agreement to termination of Employment mean
a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the
Firm in accordance with Section 409A).
(f) Notwithstanding any provision of Paragraph 7 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights
with respect to each of your Outstanding RSUs will be paid to you within the calendar year that includes the date of distribution of
any corresponding regular cash dividends paid by GS Inc. in respect of a share of Common Stock the record date for which occurs
on or after the Date of Grant. The payment will be in an amount (less applicable withholding) equal to such regular dividend
payment as would have been made in respect of the RSU Shares underlying such Outstanding RSUs.
(g) [The timing of delivery or payment referred to in Paragraph 11(b)(i) will be the earlier of (i) the Delivery Date or (ii) a
date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted
Employment, provided that such delivery or payment will be made, and any Committee action referred to in Paragraph 11(b)(ii)
will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the
imposition of any additional tax to you under Section 409A.]
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(h) Paragraph 14 and Section 3.4 of the Plan will not apply to Awards that are 409A Deferred Compensation except to the
extent permitted under Section 409A.
(i) Delivery of RSU Shares in respect of any Award may be made, if and to the extent elected by the Committee, later than
the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A Deferred
Compensation, only to the extent that the later delivery is permitted under Section 409A).
(j) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to
Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery.
18. Compliance of Award Agreement and Plan with Section 162(m). The provisions of Paragraph 17(b) and this
Paragraph 18 and the provisions of Sections 1.2.13, 1.3.3, 2.8.3, 3.1.2 and 3.21 of the Plan addressing the qualification of compensation
realized from Awards as “performance-based” compensation under Section 162(m) of the Code shall apply only to the extent that
Section 162(m) of the Code provides a “performance-based” compensation exception to the deduction limitations applicable thereunder.
If you are or become considered by GS Inc. to be one of its “covered employees” within the meaning of Section 162(m) of the Code,
then you will be subject to Section 3.21.3 of the Plan, as a result of which delivery of your RSU Shares may be delayed.
COMMITTEE AUTHORITY, AMENDMENT AND CONSTRUCTION
19. Committee Authority. The Committee has the authority to determine, in its sole discretion, that any event triggering
forfeiture or repayment of your Award will not apply and to limit the forfeitures and repayments that result under Paragraphs 8 and 9. In
addition, the Committee, in its sole discretion, may determine whether Paragraph[s] [10(a)(ii)] [and] [10(b)] will apply upon a
termination of Employment[ and whether a termination of Employment constitutes an Approved Termination under Paragraph 10(c)].
20. Amendment. The Committee reserves the right at any time to amend the terms of this Award Agreement, and the Board may
amend the Plan in any respect; provided that, notwithstanding the foregoing and Sections 1.3.2(f), 1.3.2(h) and 3.1 of the Plan, no such
amendment will materially adversely affect your rights and obligations under this Award Agreement without your consent; and
provided further that the Committee expressly reserves its rights to amend the Award Agreement and the Plan as described in Sections
1.3.2(h)(1), (2) and (4) of the Plan. A modification that impacts the tax consequences of this Award or the timing of delivery of RSU
Shares will not be an amendment that materially adversely affects your rights and obligations under this Award Agreement. Any
amendment of this Award Agreement will be in writing.
21. Construction, Headings. Unless the context requires otherwise, (a) words describing the singular number include the plural
and vice versa, (b) words denoting any gender include all genders and (c) the words “include,” “includes” and “including” will be
deemed to be followed by the words “without limitation.” The headings in this Award Agreement are for the purpose of convenience
only and are not intended to define or limit the construction of the provisions hereof. References in this Award Agreement to any
specific Plan provision will not be construed as limiting the applicability of any other Plan provision.
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IN WITNESS WHEREOF, GS Inc. has caused this Award Agreement to be duly executed and delivered as of the Date of
Grant.
THE GOLDMAN SACHS GROUP, INC.
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DEFINITIONS APPENDIX
The following capitalized terms are used in this Award Agreement with the following meanings:
(a) “409A Deferred Compensation” means a “deferral of compensation” or “deferred compensation” as those terms are defined in
the regulations under Section 409A.
(b) [“Approved Termination” means that you are classified by the Firm as a “program analyst” or “fixed-term employee” and you
(i) successfully complete the analyst program or fixed-term engagement, as applicable and determined by the Firm in its sole discretion,
including remaining Employed through the completion date specified by the Firm, and (ii) terminate Employment immediately after the
completion date without any “stay-on” or other agreement or understanding to continue Employment with the Firm. If you agree to stay
with the Firm as an employee after your analyst program or fixed-term engagement ends and then later terminate Employment, you will
not have an Approved Termination.]
(c) “Associate With a Covered Enterprise” means that you (i) form, or acquire a 5% or greater equity ownership, voting or profit
participation interest in, any Covered Enterprise or (ii) associate in any capacity (including association as an officer, employee, partner,
director, consultant, agent or advisor) with any Covered Enterprise. Associate With a Covered Enterprise may include, as determined in
the discretion of either the Committee or the SIP Committee, (i) becoming the subject of any publicly available announcement or report
of a pending or future association with a Covered Enterprise and (ii) unpaid associations, including an association in contemplation of
future employment. “Association With a Covered Enterprise” will have its correlative meaning.
(d) “Award Agreement” means the written document or documents by which each Award is evidenced, including any Award
Statement or any related signature card.
(e) [“Conflicted Employment” means your employment at any U.S. Federal, state or local government, any non-U.S. government,
any supranational or international organization, any self-regulatory organization, or any agency or instrumentality of any such
government or organization, or any other employer (other than an “Accounting Firm” within the meaning of SEC Rule 2-01(f)(2) of
Regulation S-X or any successor thereto) determined by the Committee, if, as a result of such employment, your continued holding of
any Outstanding RSUs would result in an actual or perceived conflict of interest.]
(f) “Covered Enterprise” means a Competitive Enterprise and any other existing or planned business enterprise that: (i) offers,
holds itself out as offering or reasonably may be expected to offer products or services that are the same as or similar to those offered by
the Firm or that the Firm reasonably expects to offer (“Firm Products or Services”) or (ii) engages in, holds itself out as engaging in or
reasonably may be expected to engage in any other activity that is the same as or similar to any financial activity engaged in by the Firm
or in which the Firm reasonably expects to engage (“Firm Activities”). For the avoidance of doubt, Firm Activities include any activity
that requires the same or similar skills as any financial activity engaged in by the Firm or in which the Firm reasonably expects to
engage, irrespective of whether any such financial activity is in furtherance of an advisory, agency, proprietary or fiduciary undertaking.
The enterprises covered by this definition include enterprises that offer, hold themselves out as offering or reasonably may be
expected to offer Firm Products or Services, or engage in, hold themselves out as engaging in or reasonably may be expected to engage
in Firm Activities directly, as well as those that do so indirectly by ownership or control (e.g., by owning, being owned by or by being
under
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common ownership with an enterprise that offers, holds itself out as offering or reasonably may be expected to offer Firm Products or
Services or that engages in, holds itself out as engaging in or reasonably may be expected to engage in Firm Activities). The definition
of Covered Enterprise includes, solely by way of example, any enterprise that offers, holds itself out as offering or reasonably may be
expected to offer any product or service, or engages in, holds itself out as engaging in or reasonably may be expected to engage in any
activity, in any case, associated with investment banking; public or private finance; lending; financial advisory services; private
investing for anyone other than you or your family members (including, for the avoidance of doubt, any type of proprietary investing or
trading); private wealth management; private banking; consumer, digital or commercial banking; merchant banking; asset, portfolio or
hedge fund management; insurance or reinsurance underwriting or brokerage; property management; or securities, futures,
commodities, energy, derivatives, currency or digital asset brokerage, sales, lending, custody, clearance, settlement or trading. An
enterprise that offers, holds itself out as offering or reasonably may be expected to offer Firm Products or Services, or engages in, holds
itself out as engaging in or reasonably may be expected to engage in Firm Activities is a Covered Enterprise, irrespective of whether
the enterprise is a customer, client or counterparty of the Firm and, because the Firm is a global enterprise, irrespective of
where the Covered Enterprise is physically located.
(g) “Failed to Consider Risk” means that you participated in the structuring or marketing of any product or service, or participated
on behalf of the Firm or any of its 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 you have improperly analyzed such
risk or where you have failed sufficiently to raise concerns about such risk) and, as a result of such action or omission, the Committee
determines there has been, or reasonably could be expected to be, a material adverse impact on the Firm, your business unit or the
broader financial system.
(h) “Qualifying Termination After a Change in Control” means that the Firm terminates your Employment other than for Cause or
you terminate your Employment for Good Reason, in each case, within 18 months following a Change in Control.
(i) “SEC” means the U.S. Securities and Exchange Commission.
(j) “Selected Firm Personnel” means any individual who is or in the three months preceding the conduct prohibited by Paragraph 8
(b) was (i) a Firm employee or consultant with whom you personally worked while employed by the Firm, (ii) a Firm employee or
consultant who, at any time during the year preceding the date of the termination of your Employment, worked in the same division in
which you worked or (iii) an Advisory Director, a Managing Director or a Senior Advisor of the Firm.
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The following capitalized terms are used in this Award Agreement with the meanings that are assigned to them in the Plan.
(a) “Account” means any brokerage account, custody account or similar account, as approved or required by GS Inc. from time to
time, into which shares of Common Stock, cash or other property in respect of an Award are delivered.
(b) “Award Statement” means a written statement that reflects certain Award terms.
(c) “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in New York City are
authorized or obligated by Federal law or executive order to be closed.
(d) “Cause” means (i) the Grantee’s conviction, whether following trial or by plea of guilty or nolo contendere (or similar plea), in
a criminal proceeding (A) on a misdemeanor charge involving fraud, false statements or misleading omissions, wrongful taking,
embezzlement, bribery, forgery, counterfeiting or extortion, or (B) on a felony charge, or (C) on an equivalent charge to those in clauses
(A) and (B) in jurisdictions which do not use those designations, (ii) the Grantee’s engaging in any conduct which constitutes an
employment disqualification under applicable law (including statutory disqualification as defined under the Exchange Act), (iii) the
Grantee’s willful failure to perform the Grantee’s duties to the Firm, (iv) the Grantee’s violation of any securities or commodities laws,
any rules or regulations issued pursuant to such laws, or the rules and regulations of any securities or commodities exchange or
association of which the Firm is a member, (v) the Grantee’s violation of any Firm policy concerning hedging or pledging or
confidential or proprietary information, or the Grantee’s material violation of any other Firm policy as in effect from time to time,
(vi) the Grantee’s engaging in any act or making any statement which impairs, impugns, denigrates, disparages or negatively reflects
upon the name, reputation or business interests of the Firm or (vii) the Grantee’s engaging in any conduct detrimental to the Firm. The
determination as to whether Cause has occurred shall be made by the Committee in its sole discretion and, in such case, the Committee
also may, but shall not be required to, specify the date such Cause occurred (including by determining that a prior termination of
Employment was for Cause). Any rights the Firm may have hereunder and in any Award Agreement in respect of the events giving rise
to Cause shall be in addition to the rights the Firm may have under any other agreement with a Grantee or at law or in equity.
(e) “Change in Control” means the consummation of a merger, consolidation, statutory share exchange or similar form of
corporate transaction involving GS Inc. (a “Reorganization”) or sale or other disposition of all or substantially all of GS Inc.’s assets to
an entity that is not an affiliate of GS Inc. (a “Sale”), that in each case requires the approval of GS Inc.’s shareholders under the law of
GS Inc.’s jurisdiction of organization, whether for such Reorganization or Sale (or the issuance of securities of GS Inc. in such
Reorganization or Sale), unless immediately following such Reorganization or Sale, either: (i) at least 50% of the total voting power (in
respect of the election of directors, or similar officials in the case of an entity other than a corporation) of (A) the entity resulting from
such Reorganization, or the entity which has acquired all or substantially all of the assets of GS Inc. in a Sale (in either case, the
“Surviving Entity”), or (B) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership (within the
meaning of Rule 13d-3 under the Exchange Act, as such Rule is in effect on the date of the adoption of the 1999 SIP) of 50% or more of
the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the
Surviving Entity (the “Parent Entity”) is represented by GS Inc.’s securities (the “GS Inc. Securities”) that were outstanding
immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which such GS Inc. Securities were
converted pursuant to such Reorganization or Sale) or (ii) at least 50% of the members of the board of directors (or similar officials in
the case of an entity other than a corporation) of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) following the
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consummation of the Reorganization or Sale were, at the time of the Board’s approval of the execution of the initial agreement
providing for such Reorganization or Sale, individuals (the “Incumbent Directors”) who either (A) were members of the Board on the
Effective Date or (B) became directors subsequent to the Effective Date and whose election or nomination for election was approved by
a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of GS Inc.’s proxy
statement in which such persons are named as nominees for director).
(f) “Client” means any client or prospective client of the Firm to whom the Grantee provided services, or for whom the Grantee
transacted business, or whose identity became known to the Grantee in connection with the Grantee’s relationship with or employment
by the Firm.
(g) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the applicable rulings and regulations
thereunder.
(h) “Committee” means the committee appointed by the Board to administer the Plan pursuant to Section 1.3, and, to the extent
the Board determines it is appropriate for the compensation realized from Awards under the Plan to be considered “performance based”
compensation under Section 162(m) of the Code, shall be a committee or subcommittee of the Board composed of two or more
members, each of whom is an “outside director” within the meaning of Code Section 162(m), and which, to the extent the Board
determines it is appropriate for Awards under the Plan to qualify for the exemption available under Rule 16b-3(d)(1) or Rule 16b-3(e)
promulgated under the Exchange Act, shall be a committee or subcommittee of the Board composed of two or more members, each of
whom is a “non-employee director” within the meaning of Rule 16b-3. Unless otherwise determined by the Board, the Committee shall
be the Compensation Committee of the Board.
(i) “Common Stock” means common stock of GS Inc., par value $0.01 per share.
(j) “Competitive Enterprise” means an existing or planned business enterprise that (i) engages, or may reasonably be expected to
engage, in any activity, (ii) owns or controls, or may reasonably be expected to own or control, a significant interest in or (iii) is, or may
reasonably be expected to be, owned by, or a significant interest in which is, or may reasonably expected to be, owned or controlled by,
any entity that engages in any activity that, in any case, competes or will compete anywhere with any activity in which the Firm is
engaged. The activities covered by this definition include, without limitation, financial services such as investment banking, public or
private finance, lending, financial advisory services, private investing (for anyone other than the Grantee and members of the Grantee’s
family), merchant banking, asset or hedge fund management, insurance or reinsurance underwriting or brokerage, property
management, or securities, futures, commodities, energy, derivatives or currency brokerage, sales, lending, custody, clearance,
settlement or trading.
(k) “Covered Person” means a member of the Board or the Committee or any employee of the Firm.
(l) “Date of Grant” means the date specified in the Grantee’s Award Agreement as the date of grant of the Award.
(m) “Delivery Date” means each date specified in the Grantee’s Award Agreement as a delivery date, provided, unless the
Committee determines otherwise, such date is during a Window Period or, if such date is not during a Window Period, the first trading
day of the first Window Period beginning after such date.
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(n) “Dividend Equivalent Right” means a dividend equivalent right granted under the Plan, which represents an unfunded and
unsecured promise to pay to the Grantee amounts equal to all or any portion of the regular cash dividends that would be paid on shares
of Common Stock covered by an Award if such shares had been delivered pursuant to an Award.
(o) “Employment” means the Grantee’s performance of services for the Firm, as determined by the Committee. The terms
“employ” and “employed” shall have their correlative meanings. The Committee in its sole discretion may determine (i) whether and
when a Grantee’s leave of absence results in a termination of Employment (for this purpose, unless the Committee determines
otherwise, a Grantee shall be treated as terminating Employment with the Firm upon the occurrence of an Extended Absence), (ii)
whether and when a change in a Grantee’s association with the Firm results in a termination of Employment and (iii) the impact, if any,
of any such leave of absence or change in association on Awards theretofore made. Unless expressly provided otherwise, any references
in the Plan or any Award Agreement to a Grantee’s Employment being terminated shall include both voluntary and involuntary
terminations.
(p) “Extended Absence” means the Grantee’s inability to perform for six (6) continuous months, due to illness, injury or
pregnancy-related complications, substantially all the essential duties of the Grantee’s occupation, as determined by the Committee.
(q) “Firm” means GS Inc. and its subsidiaries and affiliates.
(r) “Good Reason” means, in connection with a termination of employment by a Grantee following a Change in Control, (a) as
determined by the Committee, a materially adverse alteration in the Grantee’s position or in the nature or status of the Grantee’s
responsibilities from those in effect immediately prior to the Change in Control or (b) the Firm’s requiring the Grantee’s principal place
of Employment to be located more than seventy-five (75) miles from the location where the Grantee is principally Employed at the time
of the Change in Control (except for required travel on the Firm’s business to an extent substantially consistent with the Grantee’s
customary business travel obligations in the ordinary course of business prior to the Change in Control).
(s) “Grantee” means a person who receives an Award.
(t) “GS Inc.” means The Goldman Sachs Group, Inc., and any successor thereto.
(u) “Outstanding” means any Award to the extent it has not been forfeited, cancelled, terminated, exercised or with respect to
which the shares of Common Stock underlying the Award have not been previously delivered or other payments made.
(v) [“Retirement” means termination of the Grantee’s Employment (other than for Cause) on or after the Date of Grant at a time
when (i) (A) the sum of the Grantee’s age plus years of service with the Firm (as determined by the Committee in its sole discretion)
equals or exceeds 60 and (B) the Grantee has completed at least 10 years of service with the Firm (as determined by the Committee in
its sole discretion) or, if earlier, (ii) (A) the Grantee has attained age 50 and (B) the Grantee has completed at least five years of service
with the Firm (as determined by the Committee in its sole discretion).]
(w) “RSU” means a restricted stock unit Award granted under the Plan, which represents an unfunded and unsecured promise to
deliver shares of Common Stock in accordance with the terms of the RSU Award Agreement.
(x) “RSU Shares” means shares of Common Stock that underlie an RSU.
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(y) “Section 409A” means Section 409A of the Code, including any amendments or successor provisions to that Section and any
regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted
through further administrative guidance.
(z) “SIP Administrator” means each person designated by the Committee as a “SIP Administrator” with the authority to perform
day-to-day administrative functions for the Plan.
(aa) “SIP Committee” means the persons who have been delegated certain authority under the Plan by the Committee.
(bb) “Solicit” means any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting,
advising, encouraging or requesting any person or entity, in any manner, to take or refrain from taking any action.
(cc) “Transfer Restrictions” means restrictions that prohibit the sale, exchange, transfer, assignment, pledge, hypothecation,
fractionalization, hedge or other disposal (including through the use of any cash-settled instrument), whether voluntarily or involuntarily
by the Grantee, of an Award or any shares of Common Stock, cash or other property delivered in respect of an Award.
(dd) “Vested” means, with respect to an Award, the portion of the Award that is not subject to a condition that the Grantee remain
actively employed by the Firm in order for the Award to remain Outstanding. The fact that an Award becomes Vested shall not mean or
otherwise indicate that the Grantee has an unconditional or nonforfeitable right to such Award, and such Award shall remain subject to
such terms, conditions and forfeiture provisions as may be provided for in the Plan or in the Award Agreement.
(ee) “Vesting Date” means each date specified in the Grantee’s Award Agreement as a date on which part or all of an Award
becomes Vested.
(ff) “Window Period” means a period designated by the Firm during which all employees of the Firm are permitted to purchase or
sell shares of Common Stock (provided that, if the Grantee is a member of a designated group of employees who are subject to different
restrictions, the Window Period may be a period designated by the Firm during which an employee of the Firm in such designated
group is permitted to purchase or sell shares of Common Stock).
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THE GOLDMAN SACHS GROUP, INC.
YEAR-END RSU AWARD
EXHIBIT 10.48
This Award Agreement, together with The Goldman Sachs Amended and Restated Stock Incentive Plan (2015) (the “Plan”),
governs your year-end award of RSUs (your “Award”). You should read carefully this entire Award Agreement, which
includes the Award Statement, any attached Appendix and the signature card.
ACCEPTANCE
1. You Must Decide Whether to Accept this Award Agreement. To be eligible to receive your Award, you must by the date
specified (a) open and activate an Account and (b) agree to all the terms of your Award by executing the related signature card
in accordance with its instructions. By executing the signature card, you confirm your agreement to all of the terms of this
Award Agreement, including the arbitration and choice of forum provisions in Paragraph 16.
DOCUMENTS THAT GOVERN YOUR AWARD; DEFINITIONS
2. The Plan. Your Award is granted under the Plan, and the Plan’s terms apply to, and are a part of, this Award Agreement.
3. Your Award Statement. The Award Statement delivered to you contains some of your Award’s specific terms. For example, it
contains the number of RSUs awarded to you and any applicable Vesting Dates, Delivery Dates and Transferability Dates.
4. Definitions. Capitalized terms are defined in the Definitions Appendix, which also includes terms that are defined in the Plan.
VESTING OF YOUR RSUS
5. Vesting. On each Vesting Date listed on your Award Statement, you will become Vested in the amount of Outstanding RSUs
listed next to that date. When an RSU becomes Vested, it means only that your continued active Employment is not required for
delivery of that portion of RSU Shares. Vesting does not mean you have a non-forfeitable right to the Vested portion of your
Award. The terms of this Award Agreement (including conditions to delivery and any applicable Transfer Restrictions)
continue to apply to Vested RSUs, and you can still forfeit Vested RSUs and any RSU Shares.
DELIVERY OF YOUR RSU SHARES
6. Delivery. Reasonably promptly (but no more than 30 Business Days) after each Delivery Date listed on your Award Statement,
RSU Shares (less applicable withholding as described in Paragraph 13(a)) will be delivered (by book entry credit to your Account) in
respect of the amount of Outstanding RSUs listed next to that date. The Committee or the SIP Committee may select multiple dates
within the 30-Business-Day period following the Delivery Date to deliver RSU Shares in respect of all or a portion of the RSUs with
the same Delivery Date listed on the Award Statement, and all such dates will be treated as a single Delivery Date for purposes of this
Award. Until such delivery, you have only the rights of a general unsecured creditor, and no rights as a shareholder of GS Inc. Without
limiting the Committee’s authority under Section 1.3.2(h) of the Plan, the Firm may accelerate any Delivery Date by up to 30 days.
TRANSFER RESTRICTIONS FOLLOWING DELIVERY
7. Transfer Restrictions and Shares at Risk. Fifty percent of the RSU Shares that are delivered on any date, before tax
withholding (or, if the applicable tax withholding rate is greater than 50%, all RSU Shares delivered after tax withholding), will be
Shares at Risk. This means that if, for example, on a Delivery Date, you are scheduled to receive delivery of 1,000 RSU Shares, and you
are subject to a 40% withholding rate, then (a) 400 RSU Shares will be withheld for taxes, (b) 500 RSU Shares delivered to you will be
Shares at Risk and (c) 100 RSU Shares delivered to you will not be subject to Transfer Restrictions. Any purported sale, exchange,
transfer, assignment, pledge, hypothecation, fractionalization, hedge or other disposition in violation of the Transfer Restrictions on
Shares at Risk will be void. Within 30 Business Days after the Transferability Date listed on your Award Statement (or any other date
on which the Transfer Restrictions are to be removed), GS Inc. will remove the Transfer Restrictions. The Committee or the SIP
Committee may select multiple dates within such 30-Business-Day period on which to remove Transfer Restrictions for all or a portion
of the Shares at Risk with the same Transferability Date listed on the Award Statement, and all such dates will be treated as a single
Transferability Date for purposes of this Award.
DIVIDENDS
8. Dividend Equivalent Rights and Dividends. Each RSU includes a Dividend Equivalent Right, which entitles you to receive an
amount (less applicable withholding), at or after the time of distribution of any regular cash dividend paid by GS Inc. in respect of a
share of Common Stock, equal to any regular cash dividend payment that would have been made in respect of an RSU Share underlying
your Outstanding RSUs for any record date that occurs on or after the Date of Grant. In addition, you will be entitled to receive on a
current basis any regular cash dividend paid in respect of your Shares at Risk.
FORFEITURE OF YOUR AWARD
9. How You May Forfeit Your Award. This Paragraph 9 sets forth the events that result in forfeiture of up to all of your RSUs
and Shares at Risk and may require repayment to the Firm of up to all other amounts previously delivered or paid to you under your
Award in accordance with Paragraph 10. More than one event may apply, and in no case will the occurrence of one event limit the
forfeiture and repayment obligations as a result of the occurrence of any other event. In addition, the Firm reserves the right to
(a) suspend vesting of Outstanding RSUs, payments under Dividend Equivalent Rights, delivery of RSU Shares or release of Transfer
Restrictions, (b) deliver any RSU Shares, dividends or payments under Dividend Equivalent Rights into an escrow account in
accordance with Paragraph 13(f)(v) or (c) apply Transfer Restrictions to any RSU Shares in connection with any investigation of
whether any of the events that result in forfeiture under the Plan or this Paragraph 9 have occurred. Paragraph 11 (relating to certain
circumstances under which you will not forfeit your unvested RSUs upon Employment termination) and Paragraph 12 (relating to
certain circumstances under which vesting, delivery and/or release of Transfer Restrictions may be accelerated) provide for exceptions
to one or more provisions of this Paragraph 9.
(a) Unvested RSUs Forfeited if Your Employment Terminates. If your Employment terminates for any reason or you are
otherwise no longer actively employed with the Firm (which includes off-premises notice periods, “garden leaves,” pay in lieu of
notice or any other similar status), your rights to your Outstanding RSUs that are not Vested will terminate, and no RSU Shares
will be delivered in respect of such RSUs.
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(b) Vested and Unvested RSUs Forfeited if You Solicit Clients or Employees, Interfere with Client or Employee
Relationships or Participate in the Hiring of Employees. If any of the following occurs before the applicable Delivery Date, your
rights to all of your Outstanding RSUs (whether or not Vested) will terminate, and no RSU Shares will be delivered in respect of
such RSUs:
(i) you, in any manner, directly or indirectly, (A) Solicit any Client to transact business with a Covered Enterprise or to
reduce or refrain from doing any business with the Firm, (B) interfere with or damage (or attempt to interfere with or damage) any
relationship between the Firm and any Client, (C) Solicit any person who is an employee of the Firm to resign from the Firm,
(D) Solicit any Selected Firm Personnel to apply for or accept employment (or other association) with any person or entity other
than the Firm, or (E) hire or participate in the hiring of any Selected Firm Personnel by any person or entity other than the Firm
(including, without limitation, participating in the identification of individuals for potential hire, and participating in any hiring
decision), whether as an employee or consultant or otherwise, or
(ii) Selected Firm Personnel are Solicited, hired or accepted into partnership, membership or similar status by (A) any
entity that you form, that bears your name, or in which you possess or control greater than a de minimis equity ownership, voting
or profit participation, or (B) any entity where you have, or will have, direct or indirect managerial responsibility for such Selected
Firm Personnel.
(c) Vested and Unvested RSUs and Shares at Risk Forfeited upon Certain Events. If any of the following occurs (i) your
rights to all of your Outstanding RSUs (whether or not Vested) will terminate, and no RSU Shares will be delivered in respect of
such RSUs and (ii) your rights to all of your Shares at Risk will terminate and your Shares at Risk will be cancelled, in each case,
as may be further described below:
(i) You Failed to Consider Risk. You Failed to Consider Risk during the Firm’s fiscal year.
(ii) Your Conduct Constitutes Cause. Any event that constitutes Cause has occurred before the applicable Delivery
Date for RSUs or the Transferability Date for Shares at Risk.
(iii) You Do Not Meet Your Obligations to the Firm. The Committee determines that, before the applicable Delivery
Date for RSUs or the Transferability Date for Shares at Risk, you failed to meet, in any respect, any obligation under any
agreement with the Firm, or any agreement entered into in connection with your Employment or this Award, including the Firm’s
notice period requirement applicable to you, any offer letter, employment agreement or any shareholders’ agreement relating to
the Firm. Your failure to pay or reimburse the Firm, on demand, for any amount you owe to the Firm will constitute (A) failure to
meet an obligation you have under an agreement, regardless of whether such obligation arises under a written agreement, and/or
(B) a material violation of Firm policy constituting Cause.
(iv) You Do Not Provide Timely Certifications or Comply with Your Certifications. You fail to certify to GS Inc. that
you have complied with all of the terms of the Plan and this Award Agreement, or the Committee determines that you have failed
to comply with a term of the Plan or this Award Agreement to which you have certified compliance.
- 3 -
(v) You Do Not Follow Dispute Resolution/Arbitration Procedures. You attempt to have any dispute under the Plan or
this Award Agreement resolved in any manner that is not provided for by Paragraph 16 or Section 3.17 of the Plan, or you attempt
to arbitrate a dispute without first having exhausted your internal administrative remedies in accordance with Paragraph 13(f)(viii).
(vi) You Bring an Action that Results in a Determination that Any Award Agreement Term Is Invalid. As a result of
any action brought by you, it is determined that any term of this Award Agreement is invalid.
(vii) You Receive Compensation in Respect of Your Award from Another Employer. Your Employment terminates for
any reason or you otherwise are no longer actively employed with the Firm and another entity grants you cash, equity or other
property (whether vested or unvested) to replace, substitute for or otherwise in respect of any Outstanding RSUs or Shares at Risk;
provided, however, that your rights will only be terminated in respect of the RSUs and Shares at Risk that are replaced, substituted
for or otherwise considered by such other entity in making its grant.
REPAYMENT OF YOUR AWARD
10. When You May Be Required to Repay Your Award. If the Committee determines that any term of this Award was not
satisfied, you will be required, immediately upon demand therefor, to repay to the Firm the following:
(a) Any RSU Shares (which, for the avoidance of doubt, includes any Shares at Risk) for which the terms (including the
terms for delivery) of the related RSUs were not satisfied, in accordance with Section 2.6.3 of the Plan.
(b) Any Shares at Risk for which the terms (including the terms for the release of Transfer Restrictions) were not satisfied, in
accordance with Section 2.5.3 of the Plan.
(c) Any RSU Shares that were delivered (but not subject to Transfer Restrictions) at the same time any Shares at Risk that
are cancelled or required to be repaid were delivered.
(d) Any payments under Dividend Equivalent Rights for which the terms were not satisfied (including any such payments
made in respect of RSUs that are forfeited or RSU Shares that are cancelled or required to be repaid), in accordance with
Section 2.8.4 of the Plan.
(e) Any dividends paid in respect of any RSU Shares that are cancelled or required to be repaid.
(f) Any amount applied to satisfy tax withholding or other obligations with respect to any RSU, RSU Shares, dividend
payments and payments under Dividend Equivalent Rights that are forfeited or required to be repaid.
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EXCEPTIONS TO THE VESTING, DELIVERY AND/OR TRANSFERABILITY DATES
11. Circumstances Under Which You Will Not Forfeit Your Unvested RSUs on Employment Termination (but the
Original Delivery Date and Transferability Date Continue to Apply). If your Employment terminates at a time when you meet the
requirements for Extended Absence, Retirement, “downsizing” or Approved Termination, each as described below, then Paragraph 9(a)
will not apply, and your Outstanding RSUs will be treated as described in this Paragraph 11. All other terms of this Award Agreement,
including the other forfeiture and repayment events in Paragraphs 9 and 10, continue to apply.
(a) Extended Absence or Retirement and No Association With a Covered Enterprise.
(i) Generally. If your Employment terminates by Extended Absence or Retirement, your Outstanding RSUs that are not
Vested will become Vested. However, your rights to any Outstanding RSU that becomes Vested by this Paragraph 11(a)(i)
will terminate and no RSU Share will be delivered in respect of that RSU if you Associate With a Covered Enterprise on or
before the originally scheduled Vesting Date for that RSU.
(ii) Special Treatment for Involuntary or Mutual Agreement Termination. The second sentence of Paragraph 11(a)(i)
(relating to forfeiture if you Associate With a Covered Enterprise) will not apply if (A) the Firm characterizes your Employment
termination as “involuntary” or by “mutual agreement” (and, in each case, you have not engaged in conduct constituting Cause)
and (B) you execute a general waiver and release of claims and an agreement to pay any associated tax liability, in each case, in
the form the Firm prescribes. No Employment termination that you initiate, including any purported “constructive termination,” a
“termination for good reason” or similar concepts, can be “involuntary” or by “mutual agreement.”
(b) Downsizing. If (i) the Firm terminates your Employment solely by reason of a “downsizing” (and you have not engaged
in conduct constituting Cause) and (ii) you execute a general waiver and release of claims and an agreement to pay any associated
tax liability, in each case, in the form the Firm prescribes, your Outstanding RSUs that are not yet Vested will become Vested.
Whether or not your Employment is terminated solely by reason of a “downsizing” will be determined by the Firm in its sole
discretion.
(c) Approved Terminations of Program Analysts and Fixed-Term Employees. If the Firm classifies you as a “program
analyst” or a “fixed-term” employee and your Employment terminates solely by reason of an Approved Termination (and you
have not engaged in conduct constituting Cause), your Outstanding RSUs that are not yet Vested will become Vested.
12. Accelerated Vesting, Delivery and/or Release of Transfer Restrictions in the Event of a Qualifying Termination After a
Change in Control, Conflicted Employment or Death. In the event of your Qualifying Termination After a Change in Control,
Conflicted Employment or death, each as described below, then Paragraph 9(a) will not apply, your Outstanding RSUs and Shares at
Risk will be treated as described in this Paragraph 12, and, except as set forth in Paragraph 12(a), all other terms of this Award
Agreement, including the other forfeiture and repayment events in Paragraphs 9 and 10, continue to apply.
(a) You Have a Qualifying Termination After a Change in Control. If your Employment terminates when you meet the
requirements of a Qualifying Termination After a Change in Control, the RSU Shares underlying your Outstanding RSUs
(whether or not Vested) will be delivered, and any Transfer Restrictions will cease to apply. In addition, the forfeiture events in
Paragraph 9 will not apply to your Award.
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(b) You Are Determined to Have Accepted Conflicted Employment.
(i) Generally. Notwithstanding anything to the contrary in the Plan or otherwise, for purposes of this Award Agreement,
“Conflicted Employment” means your employment at any U.S. Federal, state or local government, any non-U.S. government, any
supranational or international organization, any self-regulatory organization, or any agency or instrumentality of any such
government or organization, or any other employer (other than an “Accounting Firm” within the meaning of SEC Rule 2-01(f)(2)
of Regulation S-X or any successor thereto) determined by the Committee, if, as a result of such employment, your continued
holding of any Outstanding RSUs and Shares at Risk would result in an actual or perceived conflict of interest. The following will
apply as soon as practicable after the Committee has received satisfactory documentation relating to your Conflicted Employment.
(A) Vesting. If your Employment terminates solely because you resign to accept Conflicted Employment and
you have completed at least three years of continuous service with the Firm, your Outstanding RSUs will Vest; otherwise, you will
forfeit any Outstanding RSUs that are not Vested in accordance with Paragraph 9(a).
(B) Delivery and Release of Transfer Restrictions. If your Employment terminates solely because you resign to
accept Conflicted Employment or if, following your termination of Employment, you notify the Firm that you are accepting
Conflicted Employment, RSU Shares will be delivered in respect of your Outstanding Vested RSUs (including in the form of cash
as described in Paragraph 13(b)) and any Transfer Restrictions will cease to apply.
(ii) You May Have to Take Other Steps to Address Conflicts of Interest. The Committee retains the authority to
exercise its rights under the Award Agreement or the Plan (including Section 1.3.2 of the Plan) to take or require you to take other
steps it determines in its sole discretion to be necessary or appropriate to cure an actual or perceived conflict of interest (which
may include a determination that the accelerated vesting, delivery and/or release of Transfer Restrictions described in Paragraph
12(b)(i) will not apply because such actions are not necessary or appropriate to cure an actual or perceived conflict of interest).
(c) Death. If you die, the RSU Shares underlying your Outstanding RSUs (whether or not Vested) will be delivered to the
representative of your estate and any Transfer Restrictions will cease to apply as soon as practicable after the date of death and
after such documentation as may be requested by the Committee is provided to the Committee.
OTHER TERMS, CONDITIONS AND AGREEMENTS
13. Additional Terms, Conditions and Agreements.
(a) You Must Satisfy Applicable Tax Withholding Requirements. Delivery of RSU Shares is conditioned on your satisfaction
of any applicable withholding taxes in accordance with Section 3.2 of the Plan, which includes the Firm deducting or withholding
amounts from any payment or distribution to you (which, notwithstanding Section 3.2.2 of the Plan, may exceed the statutory
minimum rate if and to the extent determined by the Committee or the SIP Committee). In addition, to the extent permitted by
applicable law, the Firm, in its sole discretion, may require
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you to provide amounts equal to all or a portion of any Federal, state, local, foreign or other tax obligations imposed on you or the
Firm in connection with the grant, Vesting or delivery of this Award by requiring you to choose between remitting the amount
(i) in cash (or through payroll deduction or otherwise) or (ii) in the form of proceeds from the Firm’s executing a sale of RSU
Shares delivered to you under this Award. In addition, if you are an individual with separate employment contracts (at any time
during and/or after the Firm’s fiscal year), the Firm, in its sole discretion, may require you to provide for a reserve in an
amount the Firm determines is advisable or necessary in connection with any actual, anticipated or potential tax consequences
related to your separate employment contracts by requiring you to choose between remitting such amount (i) in cash (or through
payroll deduction or otherwise) or (ii) in the form of proceeds from the Firm’s executing a sale of shares of Common Stock
delivered to you pursuant to this Award (or any other Outstanding awards granted under the Plan or any predecessor or successor
plan thereto). In no event, however, does this Paragraph 13(a) give you any discretion to determine or affect the timing of the
delivery of RSU Shares or the timing of payment of tax obligations.
(b) Firm May Deliver Cash or Other Property Instead of RSU Shares. In accordance with Section 1.3.2(i) of the Plan, in the
sole discretion of the Committee, in lieu of all or any portion of the RSU Shares, the Firm may deliver cash, other securities, other
awards under the Plan or other property, and all references in this Award Agreement to deliveries of RSU Shares will include such
deliveries of cash, other securities, other awards under the Plan or other property.
(c) Amounts May Be Rounded to Avoid Fractional Shares. RSUs that become Vested on a Vesting Date, RSU Shares that
become deliverable on a Delivery Date and RSU Shares subject to Transfer Restrictions may, in each case, be rounded to avoid
fractional Shares.
(d) You May Be Required to Become a Party to the Shareholders’ Agreement. Your rights to your RSUs are conditioned on
your becoming a party to any shareholders’ agreement to which other similarly situated employees (e.g., employees with a similar
title or position) of the Firm are required to be a party.
(e) Firm May Affix Legends and Place Stop Orders on Restricted RSU Shares. GS Inc. may affix to Certificates representing
RSU Shares any legend that the Committee determines to be necessary or advisable (including to reflect any restrictions to which
you may be subject under a separate agreement). GS Inc. may advise the transfer agent to place a stop order against any legended
RSU Shares.
(f) You Agree to Certain Consents, Terms and Conditions. By accepting this Award you understand and agree that:
(i) You Agree to Certain Consents as a Condition to the Award. You have expressly consented to all of the items listed
in Section 3.3.3(d) of the Plan, including the Firm’s supplying to any third-party recordkeeper of the Plan or other person such
personal information of yours as the Committee deems advisable to administer the Plan, and you agree to provide any additional
consents that the Committee determines to be necessary or advisable;
(ii) You Are Subject to the Firm’s Policies, Rules and Procedures. You are subject to the Firm’s policies in effect from
time to time concerning trading in RSU Shares and hedging or pledging RSU Shares and equity-based compensation or other
awards (including, without limitation, the Firm’s “Policies with Respect to Personal Transactions Involving GS Securities and GS
Equity Awards” or any successor policies), and confidential or proprietary
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information, and you will effect sales of RSU Shares in accordance with such rules and procedures as may be adopted from time
to time (which may include, without limitation, restrictions relating to the timing of sale requests, the manner in which sales are
executed, pricing method, consolidation or aggregation of orders and volume limits determined by the Firm);
(iii) You Are Responsible for Costs Associated with Your Award. You will be responsible for all brokerage costs and
other fees or expenses associated with your RSUs, including those related to the sale of RSU Shares;
(iv) You Will Be Deemed to Represent Your Compliance with All the Terms of Your Award if You Accept Delivery
of, or Sell, RSU Shares. You will be deemed to have represented and certified that you have complied with all of the terms of the
Plan and this Award Agreement when RSU Shares are delivered to you, you receive payment in respect of Dividend Equivalent
Rights and you request the sale of RSU Shares following the release of Transfer Restrictions;
(v) Firm May Deliver Your Award into an Escrow Account. The Firm may establish and maintain an escrow account
on such terms (which may include your executing any documents related to, and your paying for any costs associated with, such
account) as it may deem necessary or appropriate, and the delivery of RSU Shares (including Shares at Risk) or the payment of
cash (including dividends and payments under Dividend Equivalent Rights) or other property may initially be made into and held
in that escrow account until such time as the Committee has received such documentation as it may have requested or until the
Committee has determined that any other conditions or restrictions on delivery of RSU Shares, cash or other property required by
this Award Agreement have been satisfied;
(vi) You May Be Required to Certify Compliance with Award Terms; You Are Responsible for Providing the Firm
with Updated Address and Contact Information After Your Departure from the Firm. If your Employment terminates while you
continue to hold RSUs or Shares at Risk, from time to time, you may be required to provide certifications of your compliance with
all of the terms of the Plan and this Award Agreement as described in Paragraph 9(c)(iv). You understand and agree that (A) your
address on file with the Firm at the time any certification is required will be deemed to be your current address, (B) it is your
responsibility to inform the Firm of any changes to your address to ensure timely receipt of the certification materials, (C) you are
responsible for contacting the Firm to obtain such certification materials if not received and (D) your failure to return properly
completed certification materials by the specified deadline (which includes your failure to timely return the completed certification
because you did not provide the Firm with updated contact information) will result in the forfeiture of all of your RSUs and Shares
at Risk and subject previously delivered amounts to repayment under Paragraph 9(c)(iv);
(vii) You Authorize the Firm to Register, in Its or Its Designee’s Name, Any Shares at Risk and Sell, Assign or
Transfer Any Forfeited Shares at Risk. You are granting to the Firm the full power and authority to register any Shares at Risk in
its or its designee’s name and authorizing the Firm or its designee to sell, assign or transfer any Shares at Risk if you forfeit your
Shares at Risk;
(viii) You Must Comply with Applicable Deadlines and Procedures to Appeal Determinations Made by the Committee,
the SIP Committee or SIP Administrators. If you disagree with a determination made by the Committee, the SIP Committee, the
SIP Administrators, or any of their delegates or designees and you wish to appeal such determination,
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you must submit a written request to the SIP Committee for review within 180 days after the determination at issue. You must
exhaust your internal administrative remedies (i.e., submit your appeal and wait for resolution of that appeal) before seeking to
resolve a dispute through arbitration pursuant to Paragraph 16 and Section 3.17 of the Plan; and
(ix) You Agree that Covered Persons Will Not Have Liability. In addition to and without limiting the generality of the
provisions of Section 1.3.5 of the Plan, neither the Firm nor any Covered Person will have any liability to you or any other person
for any action taken or omitted in respect of this or any other Award.
14. Non-transferability. Except as otherwise may be provided in this Paragraph 14 or as otherwise may be provided by the
Committee, the limitations on transferability set forth in Section 3.5 of the Plan will apply to this Award. Any purported transfer or
assignment in violation of the provisions of this Paragraph 14 or Section 3.5 of the Plan will be void. The Committee may adopt
procedures pursuant to which some or all recipients of RSUs may transfer some or all of their RSUs and/or Shares at Risk (which will
continue to be subject to Transfer Restrictions until the Transferability Date) through a gift for no consideration to any immediate
family member, a trust or other estate planning vehicle approved by the Committee or SIP Committee in which the recipient and/or the
recipient’s immediate family members in the aggregate have 100% of the beneficial interest.
15. Right of Offset. Except as provided in Paragraph 18(h), the obligation to deliver RSU Shares, to pay dividends or payments
under Dividend Equivalent Rights or to remove the Transfer Restrictions under this Award Agreement is subject to Section 3.4 of the
Plan, which provides for the Firm’s right to offset against such obligation any outstanding amounts you owe to the Firm and any
amounts the Committee deems appropriate pursuant to any tax equalization policy or agreement.
ARBITRATION, CHOICE OF FORUM AND GOVERNING LAW
16. Arbitration; Choice of Forum.
(a) BY ACCEPTING THIS AWARD, YOU ARE INDICATING THAT YOU UNDERSTAND AND AGREE THAT THE ARBITRATION
AND CHOICE OF FORUM PROVISIONS SET FORTH IN SECTION 3.17 OF THE PLAN WILL APPLY TO THIS AWARD. THESE
PROVISIONS, WHICH ARE EXPRESSLY INCORPORATED HEREIN BY REFERENCE, PROVIDE AMONG OTHER THINGS THAT
ANY DISPUTE, CONTROVERSY OR CLAIM BETWEEN THE FIRM AND YOU ARISING OUT OF OR RELATING TO OR
CONCERNING THE PLAN OR THIS AWARD AGREEMENT WILL BE FINALLY SETTLED BY ARBITRATION IN NEW YORK CITY,
PURSUANT TO THE TERMS MORE FULLY SET FORTH IN SECTION 3.17 OF THE PLAN; PROVIDED THAT NOTHING HEREIN
SHALL PRECLUDE YOU FROM FILING A CHARGE WITH OR PARTICIPATING IN ANY INVESTIGATION OR PROCEEDING
CONDUCTED BY ANY GOVERNMENTAL AUTHORITY, INCLUDING BUT NOT LIMITED TO THE SEC AND THE EQUAL
EMPLOYMENT OPPORTUNITY COMMISSION.
(b) To the fullest extent permitted by applicable law, no arbitrator will have the authority to consider class, collective or
representative claims, to order consolidation or to join different claimants or grant relief other than on an individual basis to the
individual claimant involved.
(c) Notwithstanding any applicable forum rules to the contrary, to the extent there is a question of enforceability of this
Award Agreement arising from a challenge to the arbitrator’s jurisdiction or to the arbitrability of a claim, it will be decided by a
court and not an arbitrator.
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(d) All references to the New York Stock Exchange in Section 3.17 of the Plan will be read as references to the Financial
Industry Regulatory Authority.
(e) The Federal Arbitration Act governs interpretation and enforcement of all arbitration provisions under the Plan and this
Award Agreement, and all arbitration proceedings thereunder.
(f) Nothing in this Award Agreement creates a substantive right to bring a claim under U.S. Federal, state, or local
employment laws.
(g) By accepting your Award, you irrevocably appoint each General Counsel of GS Inc., or any person whom the General
Counsel of GS Inc. designates, as your agent for service of process in connection with any suit, action or proceeding arising out of
or relating to or concerning the Plan or any Award which is not arbitrated pursuant to the provisions of Section 3.17.1 of the Plan,
who shall promptly advise you of any such service of process.
(h) To the fullest extent permitted by applicable law, no arbitrator will have the authority to consider any claim as to which
you have not first exhausted your internal administrative remedies in accordance with Paragraph 13(f)(viii).
17. Governing Law. THIS AWARD WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
CERTAIN TAX PROVISIONS
18. Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 18 apply to you only if
you are a U.S. taxpayer.
(a) This Award Agreement and the Plan provisions that apply to this Award are intended and will be construed to comply
with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, 409A Deferred
Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions. The Committee will have
full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential
inconsistency between the provisions of the Plan (including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the
provisions of this Award Agreement will govern, and in the case of any conflict or potential inconsistency between this Paragraph
18 and the other provisions of this Award Agreement, this Paragraph 18 will govern.
(b) Delivery of RSU Shares will not be delayed beyond the date on which all applicable conditions or restrictions on delivery
of RSU Shares required by this Agreement (including those specified in Paragraphs 6, 7, 11(a)(ii), 11(b), 12(c) and 13 and the
consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended
to satisfy the requirements for short-term deferral treatment under Section 409A, delivery for such portion will occur by the
March 15 coinciding with the last day of the applicable “short-term deferral” period described in Reg. 1.409A-1(b)(4) in order for
the delivery of RSU Shares to be within the short-term deferral exception unless, in order to permit all applicable conditions or
restrictions on delivery to be satisfied, the Committee elects, pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be
permitted in accordance with Section 409A, to delay delivery of RSU Shares to a later date within the same calendar year or to
such later date as
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may be permitted under Section 409A, including Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to
Code Section 162(m)) and Reg. 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments”
as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of
separate payments and not as a right to a single payment.
(c) Notwithstanding the provisions of Paragraph 13(b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply
with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your RSUs will not have
the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such
delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU Shares that would
otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D)
or otherwise as may be permitted under Section 409A, including and to the extent applicable, the subsequent election provisions of
Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)).
(d) Notwithstanding the timing provisions of Paragraph 12(c), the delivery of RSU Shares referred to therein will be made
after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under
Section 409A).
(e) The timing of delivery or payment pursuant to Paragraph 12(a) will occur on the earlier of (i) the Delivery Date or (ii) a
date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a
“specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery will occur on the
earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is
six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the
next Window Period). For purposes of Paragraph 12(a), references in this Award Agreement to termination of Employment mean
a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the
Firm in accordance with Section 409A).
(f) Notwithstanding any provision of Paragraph 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights
with respect to each of your Outstanding RSUs will be paid to you within the calendar year that includes the date of distribution of
any corresponding regular cash dividends paid by GS Inc. in respect of a share of Common Stock the record date for which occurs
on or after the Date of Grant. The payment will be in an amount (less applicable withholding) equal to such regular dividend
payment as would have been made in respect of the RSU Shares underlying such Outstanding RSUs.
(g) The timing of delivery or payment referred to in Paragraph 12(b)(i) will be the earlier of (i) the Delivery Date or (ii) a
date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted
Employment, provided that such delivery or payment will be made, and any Committee action referred to in Paragraph 12(b)(ii)
will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the
imposition of any additional tax to you under Section 409A.
(h) Paragraph 15 and Section 3.4 of the Plan will not apply to Awards that are 409A Deferred Compensation except to the
extent permitted under Section 409A.
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(i) Delivery of RSU Shares in respect of any Award may be made, if and to the extent elected by the Committee, later than
the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A Deferred
Compensation, only to the extent that the later delivery is permitted under Section 409A).
(j) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to
Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery.
19. Compliance of Award Agreement and Plan with Section 162(m). The provisions of Paragraph 18(b) and this Paragraph 19
and the provisions of Sections 1.2.13, 1.3.3, 2.8.3, 3.1.2 and 3.21 of the Plan addressing the qualification of compensation realized from
Awards as “performance-based” compensation under Section 162(m) of the Code shall apply only to the extent that Section 162(m) of
the Code provides a “performance-based” compensation exception to the deduction limitations applicable thereunder. If you are or
become considered by GS Inc. to be one of its “covered employees” within the meaning of Section 162(m) of the Code, then you will
be subject to Section 3.21.3 of the Plan, as a result of which delivery of your RSU Shares may be delayed.
COMMITTEE AUTHORITY, AMENDMENT AND CONSTRUCTION
20. Committee Authority. The Committee has the authority to determine, in its sole discretion, that any event triggering
forfeiture or repayment of your Award will not apply, to limit the forfeitures and repayments that result under Paragraphs 9 and 10 and
to remove Transfer Restrictions before the Transferability Date. In addition, the Committee, in its sole discretion, may determine
whether Paragraphs 11(a)(ii) and 11(b) will apply upon a termination of Employment and whether a termination of Employment
constitutes an Approved Termination under Paragraph 11(c).
21. Amendment. The Committee reserves the right at any time to amend the terms of this Award Agreement, and the Board may
amend the Plan in any respect; provided that, notwithstanding the foregoing and Sections 1.3.2(f), 1.3.2(h) and 3.1 of the Plan, no such
amendment will materially adversely affect your rights and obligations under this Award Agreement without your consent; and
provided further that the Committee expressly reserves its rights to amend the Award Agreement and the Plan as described in Sections
1.3.2(h)(1), (2) and (4) of the Plan. A modification that impacts the tax consequences of this Award or the timing of delivery of RSU
Shares will not be an amendment that materially adversely affects your rights and obligations under this Award Agreement. Any
amendment of this Award Agreement will be in writing.
22. Construction, Headings. Unless the context requires otherwise, (a) words describing the singular number include the plural
and vice versa, (b) words denoting any gender include all genders and (c) the words “include,” “includes” and “including” will be
deemed to be followed by the words “without limitation.” The headings in this Award Agreement are for the purpose of convenience
only and are not intended to define or limit the construction of the provisions hereof. References in this Award Agreement to any
specific Plan provision will not be construed as limiting the applicability of any other Plan provision.
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IN WITNESS WHEREOF, GS Inc. has caused this Award Agreement to be duly executed and delivered as of the Date of
Grant.
THE GOLDMAN SACHS GROUP, INC.
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DEFINITIONS APPENDIX
The following capitalized terms are used in this Award Agreement with the following meanings:
(a) “409A Deferred Compensation” means a “deferral of compensation” or “deferred compensation” as those terms are defined in
the regulations under Section 409A.
(b) “Approved Termination” means that you are classified by the Firm as a “program analyst” or “fixed-term employee” and you
(i) successfully complete the analyst program or fixed-term engagement, as applicable and determined by the Firm in its sole discretion,
including remaining Employed through the completion date specified by the Firm, and (ii) terminate Employment immediately after the
completion date without any “stay-on” or other agreement or understanding to continue Employment with the Firm. If you agree to stay
with the Firm as an employee after your analyst program or fixed-term engagement ends and then later terminate Employment, you will
not have an Approved Termination.
(c) “Associate With a Covered Enterprise” means that you (i) form, or acquire a 5% or greater equity ownership, voting or profit
participation interest in, any Covered Enterprise or (ii) associate in any capacity (including association as an officer, employee, partner,
director, consultant, agent or advisor) with any Covered Enterprise. Associate With a Covered Enterprise may include, as determined in
the discretion of either the Committee or the SIP Committee, (i) becoming the subject of any publicly available announcement or report
of a pending or future association with a Covered Enterprise and (ii) unpaid associations, including an association in contemplation of
future employment. “Association With a Covered Enterprise” will have its correlative meaning.
(d) “Award Agreement” means the written document or documents by which each Award is evidenced, including any Award
Statement or any related signature card.
(e) “Conflicted Employment” means your employment at any U.S. Federal, state or local government, any non-U.S. government,
any supranational or international organization, any self-regulatory organization, or any agency or instrumentality of any such
government or organization, or any other employer (other than an “Accounting Firm” within the meaning of SEC Rule 2-01(f)(2) of
Regulation S-X or any successor thereto) determined by the Committee, if, as a result of such employment, your continued holding of
any Outstanding RSUs and Shares at Risk would result in an actual or perceived conflict of interest.
(f) “Covered Enterprise” means a Competitive Enterprise and any other existing or planned business enterprise that: (i) offers,
holds itself out as offering or reasonably may be expected to offer products or services that are the same as or similar to those offered by
the Firm or that the Firm reasonably expects to offer (“Firm Products or Services”) or (ii) engages in, holds itself out as engaging in or
reasonably may be expected to engage in any other activity that is the same as or similar to any financial activity engaged in by the Firm
or in which the Firm reasonably expects to engage (“Firm Activities”). For the avoidance of doubt, Firm Activities include any activity
that requires the same or similar skills as any financial activity engaged in by the Firm or in which the Firm reasonably expects to
engage, irrespective of whether any such financial activity is in furtherance of an advisory, agency, proprietary or fiduciary undertaking.
The enterprises covered by this definition include enterprises that offer, hold themselves out as offering or reasonably may be
expected to offer Firm Products or Services, or engage in, hold themselves out as engaging in or reasonably may be expected to engage
in Firm Activities directly, as well as those that do so indirectly by ownership or control (e.g., by owning, being owned by or by being
under common ownership with an enterprise that offers, holds itself out as offering or reasonably may be
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expected to offer Firm Products or Services or that engages in, holds itself out as engaging in or reasonably may be expected to engage
in Firm Activities). The definition of Covered Enterprise includes, solely by way of example, any enterprise that offers, holds itself out
as offering or reasonably may be expected to offer any product or service, or engages in, holds itself out as engaging in or reasonably
may be expected to engage in any activity, in any case, associated with investment banking; public or private finance; lending; financial
advisory services; private investing for anyone other than you or your family members (including, for the avoidance of doubt, any type
of proprietary investing or trading); private wealth management; private banking; consumer, digital or commercial banking; merchant
banking; asset, portfolio or hedge fund management; insurance or reinsurance underwriting or brokerage; property management; or
securities, futures, commodities, energy, derivatives, currency or digital asset brokerage, sales, lending, custody, clearance, settlement
or trading. An enterprise that offers, holds itself out as offering or reasonably may be expected to offer Firm Products or Services, or
engages in, holds itself out as engaging in or reasonably may be expected to engage in Firm Activities is a Covered Enterprise,
irrespective of whether the enterprise is a customer, client or counterparty of the Firm and, because the Firm is a global
enterprise, irrespective of where the Covered Enterprise is physically located.
(g) “Failed to Consider Risk” means that you participated in the structuring or marketing of any product or service, or participated
on behalf of the Firm or any of its 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 you have improperly analyzed such
risk or where you have failed sufficiently to raise concerns about such risk) and, as a result of such action or omission, the Committee
determines there has been, or reasonably could be expected to be, a material adverse impact on the Firm, your business unit or the
broader financial system.
(h) “Qualifying Termination After a Change in Control” means that the Firm terminates your Employment other than for Cause or
you terminate your Employment for Good Reason, in each case, within 18 months following a Change in Control.
(i) “SEC” means the U.S. Securities and Exchange Commission.
(j) “Selected Firm Personnel” means any individual who is or in the three months preceding the conduct prohibited by Paragraph 9
(b) was (i) a Firm employee or consultant with whom you personally worked while employed by the Firm, (ii) a Firm employee or
consultant who, at any time during the year preceding the date of the termination of your Employment, worked in the same division in
which you worked or (iii) an Advisory Director, a Managing Director or a Senior Advisor of the Firm.
(k) “Shares at Risk” means RSU Shares subject to Transfer Restrictions.
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The following capitalized terms are used in this Award Agreement with the meanings that are assigned to them in the Plan.
(a) “Account” means any brokerage account, custody account or similar account, as approved or required by GS Inc. from time to
time, into which shares of Common Stock, cash or other property in respect of an Award are delivered.
(b) “Award Statement” means a written statement that reflects certain Award terms.
(c) “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in New York City are
authorized or obligated by Federal law or executive order to be closed.
(d) “Cause” means (i) the Grantee’s conviction, whether following trial or by plea of guilty or nolo contendere (or similar plea), in
a criminal proceeding (A) on a misdemeanor charge involving fraud, false statements or misleading omissions, wrongful taking,
embezzlement, bribery, forgery, counterfeiting or extortion, or (B) on a felony charge, or (C) on an equivalent charge to those in clauses
(A) and (B) in jurisdictions which do not use those designations, (ii) the Grantee’s engaging in any conduct which constitutes an
employment disqualification under applicable law (including statutory disqualification as defined under the Exchange Act), (iii) the
Grantee’s willful failure to perform the Grantee’s duties to the Firm, (iv) the Grantee’s violation of any securities or commodities laws,
any rules or regulations issued pursuant to such laws, or the rules and regulations of any securities or commodities exchange or
association of which the Firm is a member, (v) the Grantee’s violation of any Firm policy concerning hedging or pledging or
confidential or proprietary information, or the Grantee’s material violation of any other Firm policy as in effect from time to time,
(vi) the Grantee’s engaging in any act or making any statement which impairs, impugns, denigrates, disparages or negatively reflects
upon the name, reputation or business interests of the Firm or (vii) the Grantee’s engaging in any conduct detrimental to the Firm. The
determination as to whether Cause has occurred shall be made by the Committee in its sole discretion and, in such case, the Committee
also may, but shall not be required to, specify the date such Cause occurred (including by determining that a prior termination of
Employment was for Cause). Any rights the Firm may have hereunder and in any Award Agreement in respect of the events giving rise
to Cause shall be in addition to the rights the Firm may have under any other agreement with a Grantee or at law or in equity.
(e) “Change in Control” means the consummation of a merger, consolidation, statutory share exchange or similar form of
corporate transaction involving GS Inc. (a “Reorganization”) or sale or other disposition of all or substantially all of GS Inc.’s assets to
an entity that is not an affiliate of GS Inc. (a “Sale”), that in each case requires the approval of GS Inc.’s shareholders under the law of
GS Inc.’s jurisdiction of organization, whether for such Reorganization or Sale (or the issuance of securities of GS Inc. in such
Reorganization or Sale), unless immediately following such Reorganization or Sale, either: (i) at least 50% of the total voting power (in
respect of the election of directors, or similar officials in the case of an entity other than a corporation) of (A) the entity resulting from
such Reorganization, or the entity which has acquired all or substantially all of the assets of GS Inc. in a Sale (in either case, the
“Surviving Entity”), or (B) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership (within the
meaning of Rule 13d-3 under the Exchange Act, as such Rule is in effect on the date of the adoption of the 1999 SIP) of 50% or more of
the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the
Surviving Entity (the “Parent Entity”) is represented by GS Inc.’s securities (the “GS Inc. Securities”) that were outstanding
immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which such GS Inc. Securities were
converted pursuant to such Reorganization or Sale) or (ii) at least 50% of the members of the board of directors (or similar officials in
the case of an entity other than a corporation) of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) following the
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consummation of the Reorganization or Sale were, at the time of the Board’s approval of the execution of the initial agreement
providing for such Reorganization or Sale, individuals (the “Incumbent Directors”) who either (A) were members of the Board on the
Effective Date or (B) became directors subsequent to the Effective Date and whose election or nomination for election was approved by
a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of GS Inc.’s proxy
statement in which such persons are named as nominees for director).
(f) “Client” means any client or prospective client of the Firm to whom the Grantee provided services, or for whom the Grantee
transacted business, or whose identity became known to the Grantee in connection with the Grantee’s relationship with or employment
by the Firm.
(g) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the applicable rulings and regulations
thereunder.
(h) “Committee” means the committee appointed by the Board to administer the Plan pursuant to Section 1.3, and, to the extent
the Board determines it is appropriate for the compensation realized from Awards under the Plan to be considered “performance based”
compensation under Section 162(m) of the Code, shall be a committee or subcommittee of the Board composed of two or more
members, each of whom is an “outside director” within the meaning of Code Section 162(m), and which, to the extent the Board
determines it is appropriate for Awards under the Plan to qualify for the exemption available under Rule 16b-3(d)(1) or Rule 16b-3(e)
promulgated under the Exchange Act, shall be a committee or subcommittee of the Board composed of two or more members, each of
whom is a “non-employee director” within the meaning of Rule 16b-3. Unless otherwise determined by the Board, the Committee shall
be the Compensation Committee of the Board.
(i) “Common Stock” means common stock of GS Inc., par value $0.01 per share.
(j) “Competitive Enterprise” means an existing or planned business enterprise that (i) engages, or may reasonably be expected to
engage, in any activity, (ii) owns or controls, or may reasonably be expected to own or control, a significant interest in or (iii) is, or may
reasonably be expected to be, owned by, or a significant interest in which is, or may reasonably expected to be, owned or controlled by,
any entity that engages in any activity that, in any case, competes or will compete anywhere with any activity in which the Firm is
engaged. The activities covered by this definition include, without limitation, financial services such as investment banking, public or
private finance, lending, financial advisory services, private investing (for anyone other than the Grantee and members of the Grantee’s
family), merchant banking, asset or hedge fund management, insurance or reinsurance underwriting or brokerage, property
management, or securities, futures, commodities, energy, derivatives or currency brokerage, sales, lending, custody, clearance,
settlement or trading.
(k) “Covered Person” means a member of the Board or the Committee or any employee of the Firm.
(l) “Date of Grant” means the date specified in the Grantee’s Award Agreement as the date of grant of the Award.
(m) “Delivery Date” means each date specified in the Grantee’s Award Agreement as a delivery date, provided, unless the
Committee determines otherwise, such date is during a Window Period or, if such date is not during a Window Period, the first trading
day of the first Window Period beginning after such date.
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(n) “Dividend Equivalent Right” means a dividend equivalent right granted under the Plan, which represents an unfunded and
unsecured promise to pay to the Grantee amounts equal to all or any portion of the regular cash dividends that would be paid on shares
of Common Stock covered by an Award if such shares had been delivered pursuant to an Award.
(o) “Employment” means the Grantee’s performance of services for the Firm, as determined by the Committee. The terms
“employ” and “employed” shall have their correlative meanings. The Committee in its sole discretion may determine (i) whether and
when a Grantee’s leave of absence results in a termination of Employment (for this purpose, unless the Committee determines
otherwise, a Grantee shall be treated as terminating Employment with the Firm upon the occurrence of an Extended Absence), (ii)
whether and when a change in a Grantee’s association with the Firm results in a termination of Employment and (iii) the impact, if any,
of any such leave of absence or change in association on Awards theretofore made. Unless expressly provided otherwise, any references
in the Plan or any Award Agreement to a Grantee’s Employment being terminated shall include both voluntary and involuntary
terminations.
(p) “Extended Absence” means the Grantee’s inability to perform for six (6) continuous months, due to illness, injury or
pregnancy-related complications, substantially all the essential duties of the Grantee’s occupation, as determined by the Committee.
(q) “Firm” means GS Inc. and its subsidiaries and affiliates.
(r) “Good Reason” means, in connection with a termination of employment by a Grantee following a Change in Control, (a) as
determined by the Committee, a materially adverse alteration in the Grantee’s position or in the nature or status of the Grantee’s
responsibilities from those in effect immediately prior to the Change in Control or (b) the Firm’s requiring the Grantee’s principal place
of Employment to be located more than seventy-five (75) miles from the location where the Grantee is principally Employed at the time
of the Change in Control (except for required travel on the Firm’s business to an extent substantially consistent with the Grantee’s
customary business travel obligations in the ordinary course of business prior to the Change in Control).
(s) “Grantee” means a person who receives an Award.
(t) “GS Inc.” means The Goldman Sachs Group, Inc., and any successor thereto.
(u) “Outstanding” means any Award to the extent it has not been forfeited, cancelled, terminated, exercised or with respect to
which the shares of Common Stock underlying the Award have not been previously delivered or other payments made.
(v) “Retirement” means termination of the Grantee’s Employment (other than for Cause) on or after the Date of Grant at a time
when (i) (A) the sum of the Grantee’s age plus years of service with the Firm (as determined by the Committee in its sole discretion)
equals or exceeds 60 and (B) the Grantee has completed at least 10 years of service with the Firm (as determined by the Committee in
its sole discretion) or, if earlier, (ii) (A) the Grantee has attained age 50 and (B) the Grantee has completed at least five years of service
with the Firm (as determined by the Committee in its sole discretion).
(w) “RSU” means a restricted stock unit Award granted under the Plan, which represents an unfunded and unsecured promise to
deliver shares of Common Stock in accordance with the terms of the RSU Award Agreement.
(x) “RSU Shares” means shares of Common Stock that underlie an RSU.
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(y) “Section 409A” means Section 409A of the Code, including any amendments or successor provisions to that Section and any
regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted
through further administrative guidance.
(z) “SIP Administrator” means each person designated by the Committee as a “SIP Administrator” with the authority to perform
day-to-day administrative functions for the Plan.
(aa) “SIP Committee” means the persons who have been delegated certain authority under the Plan by the Committee.
(bb) “Solicit” means any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting,
advising, encouraging or requesting any person or entity, in any manner, to take or refrain from taking any action.
(cc) “Transfer Restrictions” means restrictions that prohibit the sale, exchange, transfer, assignment, pledge, hypothecation,
fractionalization, hedge or other disposal (including through the use of any cash-settled instrument), whether voluntarily or involuntarily
by the Grantee, of an Award or any shares of Common Stock, cash or other property delivered in respect of an Award.
(dd) “Transferability Date” means the date Transfer Restrictions on a Restricted Share will be released. Within 30 Business Days
after the applicable Transferability Date, GS Inc. shall take, or shall cause to be taken, such steps as may be necessary to remove
Transfer Restrictions.
(ee) “Vested” means, with respect to an Award, the portion of the Award that is not subject to a condition that the Grantee remain
actively employed by the Firm in order for the Award to remain Outstanding. The fact that an Award becomes Vested shall not mean or
otherwise indicate that the Grantee has an unconditional or nonforfeitable right to such Award, and such Award shall remain subject to
such terms, conditions and forfeiture provisions as may be provided for in the Plan or in the Award Agreement.
(ff) “Vesting Date” means each date specified in the Grantee’s Award Agreement as a date on which part or all of an Award
becomes Vested.
(gg) “Window Period” means a period designated by the Firm during which all employees of the Firm are permitted to purchase or
sell shares of Common Stock (provided that, if the Grantee is a member of a designated group of employees who are subject to different
restrictions, the Window Period may be a period designated by the Firm during which an employee of the Firm in such designated
group is permitted to purchase or sell shares of Common Stock).
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THE GOLDMAN SACHS GROUP, INC.
YEAR-END RSU AWARD
EXHIBIT 10.49
This Award Agreement, together with The Goldman Sachs Amended and Restated Stock Incentive Plan (2015) (the “Plan”),
governs your year-end award of RSUs (your “Award”). You should read carefully this entire Award Agreement, which
includes the Award Statement, any attached Appendix and the signature card.
ACCEPTANCE
1. You Must Decide Whether to Accept this Award Agreement. To be eligible to receive your Award, you must by the date
specified (a) open and activate an Account and (b) agree to all the terms of your Award by executing the related signature card
in accordance with its instructions. By executing the signature card, you confirm your agreement to all of the terms of this
Award Agreement, including the arbitration and choice of forum provisions in Paragraph 16.
DOCUMENTS THAT GOVERN YOUR AWARD; DEFINITIONS
2. The Plan. Your Award is granted under the Plan, and the Plan’s terms apply to, and are a part of, this Award Agreement.
3. Your Award Statement. The Award Statement delivered to you contains some of your Award’s specific terms. For example, it
contains the number of RSUs awarded to you and any applicable Vesting Dates, Delivery Dates and Transferability Dates.[ The portion
of your RSUs that are designated on the Award Statement as “ Year-End Base RSUs” are referred to in this Award Agreement
as “Base RSUs.” The portion of your RSUs that are designated on the Award Statement as “ Year-End Additional Base RSUs”
are referred to in this Award Agreement as “Additional Base RSUs.” All references to RSUs in this Award Agreement include both the
Base RSUs and the Additional Base RSUs.]
4. Definitions. Capitalized terms are defined in the Definitions Appendix, which also includes terms that are defined in the Plan.
VESTING OF YOUR RSUS
5. Vesting. All of your RSUs are Vested. When an RSU is Vested, it means only that your continued active Employment is not
required for delivery of that portion of RSU Shares. Vesting does not mean you have a non-forfeitable right to the Vested portion
of your Award. The terms of this Award Agreement (including conditions to delivery and any applicable Transfer Restrictions)
continue to apply to Vested RSUs, and you can still forfeit Vested RSUs and any RSU Shares.
DELIVERY OF YOUR RSU SHARES
6. Delivery. Reasonably promptly (but no more than 30 Business Days) after each Delivery Date listed on your Award Statement,
RSU Shares (less applicable withholding as described in Paragraph 13(a)) will be delivered (by book entry credit to your Account) in
respect of the amount of Outstanding RSUs listed next to that date. The Committee or the SIP Committee may select multiple dates
within the 30-Business-Day period following the Delivery Date to deliver RSU Shares in respect of all or a portion of the RSUs with
the same Delivery Date listed on the Award Statement, and all such dates will be treated as a single Delivery Date for purposes of this
Award. Until such delivery, you have only the rights of a general unsecured creditor, and no rights as a shareholder of GS Inc. Without
limiting the Committee’s authority under Section 1.3.2(h) of the Plan, the Firm may accelerate any Delivery Date by up to 30 days.
TRANSFER RESTRICTIONS FOLLOWING DELIVERY
7. Transfer Restrictions and Shares at Risk.
(a) [Fifty percent of the RSU Shares that are delivered on any date, before tax withholding (or, if the applicable tax
withholding rate is greater than 50%, all RSU Shares delivered after tax withholding), will be Shares at Risk. This means that if,
for example, on a Delivery Date, you are scheduled to receive delivery of 1,000 RSU Shares, and you are subject to a 40%
withholding rate, then (a) 400 RSU Shares will be withheld for taxes, (b) 500 RSU Shares delivered to you will be Shares at Risk
and (c) 100 RSU Shares delivered to you will not be subject to Transfer Restrictions. Any purported sale, exchange, transfer,
assignment, pledge, hypothecation, fractionalization, hedge or other disposition in violation of the Transfer Restrictions on Shares
at Risk will be void. Within 30 Business Days after the Transferability Date listed on your Award Statement (or any other date on
which the Transfer Restrictions are to be removed), GS Inc. will remove the Transfer Restrictions. The Committee or the SIP
Committee may select multiple dates within such 30-Business-Day period on which to remove Transfer Restrictions for all or a
portion of the Shares at Risk with the same Transferability Date listed on the Award Statement, and all such dates will be treated
as a single Transferability Date for purposes of this Award.]
(b) [Base RSUs with a Delivery Date in or before . For Base RSUs with a Delivery Date in or before
, 50% of the RSU Shares that are delivered on any date in respect of Base RSUs, before tax withholding (or, if the
applicable tax withholding rate is greater than 50%, all RSU Shares delivered after tax withholding), will be Shares at Risk that are
subject to Transfer Restrictions until the January Transferability Date, as set forth on your Award Statement. If the tax
withholding rate is less than 50%, then any remaining RSU Shares that are delivered after tax withholding will be Shares at Risk
subject to Transfer Restrictions until the -Month Transferability Date.
(c) Base RSUs with a Delivery Date in [or after] . For Base RSUs with a Delivery Date in [or after]
, all RSU Shares delivered after tax withholding will be Shares at Risk subject to Transfer Restrictions until the
-Month Transferability Date.
(d) Additional Base RSUs. For Additional Base RSUs, all RSU Shares delivered after tax withholding will be Shares at Risk
subject to Transfer Restrictions until the -Month Transferability Date.
(e) Example.
(i) [ .]
(f) [Purported Transactions that Violate the Transfer Restrictions Are Void.] Any purported sale, exchange, transfer,
assignment, pledge, hypothecation, fractionalization, hedge or other disposition in violation of the Transfer Restrictions on Shares
at Risk will be void.
(g) [Removal of Transfer Restrictions.] Within 30 Business Days after the [applicable] Transferability Date [listed on your
Award Statement] (or any other date on which the Transfer Restrictions are to be removed), GS Inc. will remove the Transfer
Restrictions. The Committee or the SIP Committee may select multiple dates within such 30-Business-Day period on which to
remove Transfer Restrictions for all or a portion of the Shares at Risk with the same Transferability Date [listed on your Award
Statement], and all such dates will be treated as a single Transferability Date for purposes of this Award.
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DIVIDENDS
8. [Dividend Equivalent Rights and] Dividends. [Each RSU includes a Dividend Equivalent Right, which entitles you to receive
an amount (less applicable withholding), at or after the time of distribution of any regular cash dividend paid by GS Inc. in respect of a
share of Common Stock, equal to any regular cash dividend payment that would have been made in respect of an RSU Share underlying
your Outstanding RSUs for any record date that occurs on or after the Date of Grant. In addition,] [y][Y]ou will be entitled to receive on
a current basis any regular cash dividend paid in respect of your Shares at Risk. [The RSUs do not include Dividend Equivalent Rights.]
FORFEITURE OF YOUR AWARD
9. How You May Forfeit Your Award. This Paragraph 9 sets forth the events that result in forfeiture of up to all of your RSUs
and Shares at Risk and may require repayment to the Firm of up to all other amounts previously delivered or paid to you under your
Award in accordance with Paragraph 10. More than one event may apply, and in no case will the occurrence of one event limit the
forfeiture and repayment obligations as a result of the occurrence of any other event. In addition, the Firm reserves the right to
(a) suspend [payments under Dividend Equivalent Rights,] delivery of RSU Shares or release of Transfer Restrictions, (b) deliver any
RSU Shares [or][,] dividends [or payments under Dividend Equivalent Rights] into an escrow account in accordance with Paragraph 13
(f)(v) or (c) apply Transfer Restrictions to any RSU Shares in connection with any investigation of whether any of the events that result
in forfeiture under the Plan or this Paragraph 9 have occurred. Paragraph 11 (relating to certain circumstances under which restrictions
on Association With a Covered Enterprise will not apply) and Paragraph 12 (relating to certain circumstances under which delivery
and/or release of Transfer Restrictions may be accelerated) provide for exceptions to one or more provisions of this Paragraph 9. [The
Code Staff Forfeiture and Repayment Appendix supplements this Paragraph 9 and sets forth additional events that result in forfeiture of
up to all of your RSUs and Shares at Risk and may require repayment to the Firm as described in Paragraph 10 and the Appendix.]
(a) RSUs Forfeited Upon Certain Events. If any of the following occurs, your rights to [all of] your Outstanding RSUs [as
described below] will terminate, and no RSU Shares will be delivered in respect of such RSUs:
(i) You Associate With a Covered Enterprise.
(A) If you Associate With a Covered Enterprise before the earlier of or a Qualifying Termination
After a Change in Control, your rights to all your Outstanding RSUs will terminate, and no RSU Shares will be delivered in
respect of such RSUs.
(B) [If you Associate With a Covered Enterprise on or after but before the earlier of or
a Qualifying Termination After a Change in Control, your rights to your Outstanding RSUs that are scheduled to deliver in
[, , and ] will terminate, and no RSU Shares will be delivered in respect of such
RSUs.]
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(ii) You Solicit Clients or Employees, Interfere with Client or Employee Relationships or Participate in the Hiring of
Employees. Before the applicable Delivery Date, either:
(A) you, in any manner, directly or indirectly, (1) Solicit any Client to transact business with a Covered
Enterprise or to reduce or refrain from doing any business with the Firm, (2) interfere with or damage (or attempt to interfere with
or damage) any relationship between the Firm and any Client, (3) Solicit any person who is an employee of the Firm to resign
from the Firm, (4) Solicit any Selected Firm Personnel to apply for or accept employment (or other association) with any person or
entity other than the Firm, or (5) hire or participate in the hiring of any Selected Firm Personnel by any person or entity other than
the Firm (including, without limitation, participating in the identification of individuals for potential hire, and participating in any
hiring decision), whether as an employee or consultant or otherwise, or
(B) Selected Firm Personnel are Solicited, hired or accepted into partnership, membership or similar status by
(1) any entity that you form, that bears your name, or in which you possess or control greater than a de minimis equity ownership,
voting or profit participation, or (2) any entity where you have, or will have, direct or indirect managerial responsibility for such
Selected Firm Personnel.
(iii) [GS Inc. Fails to Maintain the Minimum Tier 1 Capital Ratio. Before the applicable Delivery Date, GS Inc. fails to
maintain the required “Minimum Tier 1 Capital Ratio” as defined under Federal Reserve Board Regulations applicable to GS Inc.
for a period of 90 consecutive business days.]
(iv) [GS Inc. Is Determined to Be in Default. Before the applicable Delivery Date, the Board of Governors of the
Federal Reserve or the Federal Deposit Insurance Corporation (the “FDIC”) makes a written recommendation under Title II
(Orderly Liquidation Authority) of the Dodd-Frank Wall Street Reform and Consumer Protection Act for the appointment of the
FDIC as a receiver of GS Inc. based on a determination that GS Inc. is “in default” or “in danger of default.”]
(b) RSUs and Shares at Risk Forfeited upon Certain Events. If any of the following occurs (i) your rights to all of your
Outstanding RSUs will terminate, and no RSU Shares will be delivered in respect of such RSUs and (ii) your rights to all of your
Shares at Risk will terminate and your Shares at Risk will be cancelled, in each case, as may be further described below:
(i) You Failed to Consider Risk. You Failed to Consider Risk during the Firm’s fiscal year.
(ii) Your Conduct Constitutes Cause. Any event that constitutes Cause [(including, for the avoidance of doubt, “Serious
Misconduct” as defined in the Code Staff Forfeiture and Repayment Appendix)] has occurred before the applicable Delivery Date
for RSUs or the [applicable] Transferability Date for Shares at Risk.
(iii) You Do Not Meet Your Obligations to the Firm. The Committee determines that, before the applicable Delivery
Date for RSUs or the [applicable] Transferability Date for Shares at Risk, you failed to meet, in any respect, any obligation under
any agreement with the Firm, or any agreement entered into in connection with your Employment or this Award, including the
Firm’s notice period requirement applicable to you, any offer letter, employment
- 4 -
agreement or any shareholders’ agreement relating to the Firm. Your failure to pay or reimburse the Firm, on demand, for any
amount you owe to the Firm will constitute (A) failure to meet an obligation you have under an agreement, regardless of whether
such obligation arises under a written agreement, and/or (B) a material violation of Firm policy constituting Cause.
(iv) You Do Not Provide Timely Certifications or Comply with Your Certifications. You fail to certify to GS Inc. that
you have complied with all of the terms of the Plan and this Award Agreement, or the Committee determines that you have failed
to comply with a term of the Plan or this Award Agreement to which you have certified compliance.
(v) You Do Not Follow Dispute Resolution/Arbitration Procedures. You attempt to have any dispute under the Plan or
this Award Agreement resolved in any manner that is not provided for by Paragraph 16 or Section 3.17 of the Plan, or you attempt
to arbitrate a dispute without first having exhausted your internal administrative remedies in accordance with Paragraph 13(f)(viii).
(vi) You Bring an Action that Results in a Determination that Any Award Agreement Term Is Invalid. As a result of
any action brought by you, it is determined that any term of this Award Agreement is invalid.
(vii) You Receive Compensation in Respect of Your Award from Another Employer. Your Employment terminates for
any reason or you otherwise are no longer actively employed with the Firm and another entity grants you cash, equity or other
property (whether vested or unvested) to replace, substitute for or otherwise in respect of any Outstanding RSUs or Shares at Risk;
provided, however, that your rights will only be terminated in respect of the RSUs and Shares at Risk that are replaced, substituted
for or otherwise considered by such other entity in making its grant.
(viii) [Accounting Restatement Required Under Sarbanes-Oxley. GS Inc. is required to prepare an accounting
restatement due to GS Inc.’s material noncompliance, as a result of misconduct, with any financial reporting requirement under the
securities laws as described in Section 304(a) of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”); provided, however, that
your rights will only be terminated in respect of the RSUs and Shares at Risk to the same extent that would be required under
Section 304(a) of Sarbanes-Oxley had you been a “chief executive officer” or “chief financial officer” of GS Inc. (regardless of
whether you actually hold such position at the relevant time).]
REPAYMENT OF YOUR AWARD
10. When You May Be Required to Repay Your Award.
(a) [Repayment, Generally.] If the Committee determines that any term of this Award was not satisfied, you will be required,
immediately upon demand therefor, to repay to the Firm the following:
(i) Any RSU Shares (which, for the avoidance of doubt, includes any Shares at Risk) for which the terms (including the
terms for delivery) of the related RSUs were not satisfied, in accordance with Section 2.6.3 of the Plan.
(ii) Any Shares at Risk for which the terms (including the terms for the release of Transfer Restrictions) were not
satisfied, in accordance with Section 2.5.3 of the Plan.
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(iii) Any RSU Shares that were delivered (but not subject to Transfer Restrictions) at the same time any Shares at Risk
that are cancelled or required to be repaid were delivered.
(iv) [Any payments under Dividend Equivalent Rights for which the terms were not satisfied (including any such
payments made in respect of RSUs that are forfeited or RSU Shares that are cancelled or required to be repaid), in accordance with
Section 2.8.4 of the Plan.]
(v) Any dividends paid in respect of any RSU Shares that are cancelled or required to be repaid.
(vi) Any amount applied to satisfy tax withholding or other obligations with respect to any RSU, RSU Shares[ and][,]
dividend payments [and payments under Dividend Equivalent Rights] that are forfeited or required to be repaid.
(b) [Repayment Upon Accounting Restatement Required Under Sarbanes-Oxley. If an event described in Paragraph 9(b)
(viii) (relating to a requirement under Sarbanes-Oxley that GS Inc. prepare an accounting restatement) occurs, any RSU Shares,
cash or other property delivered, paid or withheld in respect of this Award will be subject to repayment as described in Paragraph
10(a) to the same extent that would be required under Section 304(a) of Sarbanes-Oxley had you been a “chief executive officer”
or “chief financial officer” of GS Inc. (regardless of whether you actually hold such position at the relevant time).]
EXCEPTIONS TO ASSOCIATION WITH A COVERED ENTERPRISE, DELIVERY DATES AND/OR TRANSFERABILITY DATES
11. Restrictions on Association With a Covered Enterprise Cease to Apply After an Involuntary or Mutual Agreement
Termination (but the Original Delivery Date and Transferability Date Continue to Apply). Paragraph 9(a)(i) (relating to forfeiture
if you Associate With a Covered Enterprise) will not apply if (a) your Employment terminates and the Firm characterizes your
Employment termination as “involuntary” or by “mutual agreement” (and, in each case, you have not engaged in conduct constituting
Cause) and (b) you execute a general waiver and release of claims and an agreement to pay any associated tax liability, in each case, in
the form the Firm prescribes. No Employment termination that you initiate, including any purported “constructive termination,” a
“termination for good reason” or similar concepts, can be “involuntary” or by “mutual agreement.” All other terms of this Award
Agreement, including the other forfeiture and repayment events in Paragraphs 9 and 10, continue to apply.
12. Accelerated Delivery and/or Release of Transfer Restrictions in the Event of a Qualifying Termination After a Change
in Control, Conflicted Employment or Death. In the event of your Qualifying Termination After a Change in Control, Conflicted
Employment or death, each as described below, your Outstanding RSUs and Shares at Risk will be treated as described in this
Paragraph 12, and, except as set forth in Paragraph 12(a), all other terms of this Award Agreement, including the other forfeiture and
repayment events in Paragraphs 9 and 10, continue to apply.
(a) You Have a Qualifying Termination After a Change in Control. If your Employment terminates when you meet the
requirements of a Qualifying Termination After a Change in Control, the RSU Shares underlying your Outstanding RSUs will be
delivered, and any Transfer Restrictions will cease to apply. In addition, the forfeiture events in Paragraph 9 will not apply to your
Award.
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(b) You Are Determined to Have Accepted Conflicted Employment.
(i) Generally. Notwithstanding anything to the contrary in the Plan or otherwise, for purposes of this Award Agreement,
“Conflicted Employment” means your employment at any U.S. Federal, state or local government, any non-U.S. government, any
supranational or international organization, any self-regulatory organization, or any agency or instrumentality of any such
government or organization, or any other employer (other than an “Accounting Firm” within the meaning of SEC Rule 2-01(f)(2)
of Regulation S-X or any successor thereto) determined by the Committee, if, as a result of such employment, your continued
holding of any Outstanding RSUs and Shares at Risk would result in an actual or perceived conflict of interest. If your
Employment terminates solely because you resign to accept Conflicted Employment or if, following your termination of
Employment, you notify the Firm that you are accepting Conflicted Employment, RSU Shares will be delivered in respect of your
Outstanding RSUs (including in the form of cash as described in Paragraph 13(b)) and any Transfer Restrictions will cease to
apply as soon as practicable after the Committee has received satisfactory documentation relating to your Conflicted Employment.
(ii) You May Have to Take Other Steps to Address Conflicts of Interest. The Committee retains the authority to
exercise its rights under the Award Agreement or the Plan (including Section 1.3.2 of the Plan) to take or require you to take other
steps it determines in its sole discretion to be necessary or appropriate to cure an actual or perceived conflict of interest (which
may include a determination that the accelerated delivery and/or release of Transfer Restrictions described in Paragraph 12(b)(i)
will not apply because such actions are not necessary or appropriate to cure an actual or perceived conflict of interest).
(c) Death. If you die, the RSU Shares underlying your Outstanding RSUs will be delivered to the representative of your
estate and any Transfer Restrictions will cease to apply as soon as practicable after the date of death and after such documentation
as may be requested by the Committee is provided to the Committee.
OTHER TERMS, CONDITIONS AND AGREEMENTS
13. Additional Terms, Conditions and Agreements.
(a) You Must Satisfy Applicable Tax Withholding Requirements. Delivery of RSU Shares is conditioned on your satisfaction
of any applicable withholding taxes in accordance with Section 3.2 of the Plan, which includes the Firm deducting or withholding
amounts from any payment or distribution to you (which, notwithstanding Section 3.2.2 of the Plan, may exceed the statutory
minimum rate if and to the extent determined by the Committee or the SIP Committee). In addition, to the extent permitted by
applicable law, the Firm, in its sole discretion, may require you to provide amounts equal to all or a portion of any Federal, state,
local, foreign or other tax obligations imposed on you or the Firm in connection with the grant or delivery of this Award by
requiring you to choose between remitting the amount (i) in cash (or through payroll deduction or otherwise) or (ii) in the form of
proceeds from the Firm’s executing a sale of RSU Shares delivered to you under this Award. In addition, if you are an individual
with separate employment contracts (at any time during and/or after the Firm’s fiscal year), the Firm, in its sole discretion,
may require you to provide for a reserve in an amount the Firm determines is advisable or necessary in connection with any actual,
anticipated or potential tax consequences related to your separate employment contracts by requiring you to choose between
remitting such amount (i) in cash (or through payroll deduction or otherwise) or (ii) in the form of proceeds from the Firm’s
executing a sale of shares of Common Stock delivered to you pursuant to this Award (or any other Outstanding awards granted
under the Plan or any predecessor or successor plan thereto). In no event, however, does this Paragraph 13(a) give you any
discretion to determine or affect the timing of the delivery of RSU Shares or the timing of payment of tax obligations.
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(b) Firm May Deliver Cash or Other Property Instead of RSU Shares. In accordance with Section 1.3.2(i) of the Plan, in the
sole discretion of the Committee, in lieu of all or any portion of the RSU Shares, the Firm may deliver cash, other securities, other
awards under the Plan or other property, and all references in this Award Agreement to deliveries of RSU Shares will include such
deliveries of cash, other securities, other awards under the Plan or other property.
(c) Amounts May Be Rounded to Avoid Fractional Shares. RSU Shares that become deliverable on a Delivery Date and RSU
Shares subject to Transfer Restrictions may, in each case, be rounded to avoid fractional Shares.
(d) You May Be Required to Become a Party to the Shareholders’ Agreement. Your rights to your RSUs are conditioned on
your becoming a party to any shareholders’ agreement to which other similarly situated employees (e.g., employees with a similar
title or position) of the Firm are required to be a party.
(e) Firm May Affix Legends and Place Stop Orders on Restricted RSU Shares. GS Inc. may affix to Certificates representing
RSU Shares any legend that the Committee determines to be necessary or advisable (including to reflect any restrictions to which
you may be subject under a separate agreement). GS Inc. may advise the transfer agent to place a stop order against any legended
RSU Shares.
(f) You Agree to Certain Consents, Terms and Conditions. By accepting this Award you understand and agree that:
(i) You Agree to Certain Consents as a Condition to the Award. You have expressly consented to all of the items listed
in Section 3.3.3(d) of the Plan, including the Firm’s supplying to any third-party recordkeeper of the Plan or other person such
personal information of yours as the Committee deems advisable to administer the Plan, and you agree to provide any additional
consents that the Committee determines to be necessary or advisable;
(ii) You Are Subject to the Firm’s Policies, Rules and Procedures. You are subject to the Firm’s policies in effect from
time to time concerning trading in RSU Shares and hedging or pledging RSU Shares and equity-based compensation or other
awards (including, without limitation, the Firm’s “Policies with Respect to Personal Transactions Involving GS Securities and GS
Equity Awards” or any successor policies), and confidential or proprietary information, and you will effect sales of RSU Shares in
accordance with such rules and procedures as may be adopted from time to time (which may include, without limitation,
restrictions relating to the timing of sale requests, the manner in which sales are executed, pricing method, consolidation or
aggregation of orders and volume limits determined by the Firm);
(iii) You Are Responsible for Costs Associated with Your Award. You will be responsible for all brokerage costs and
other fees or expenses associated with your RSUs, including those related to the sale of RSU Shares;
- 8 -
(iv) You Will Be Deemed to Represent Your Compliance with All the Terms of Your Award if You Accept Delivery
of, or Sell, RSU Shares. You will be deemed to have represented and certified that you have complied with all of the terms of the
Plan and this Award Agreement when RSU Shares are delivered to you [, you receive payment in respect of Dividend Equivalent
Rights] and you request the sale of RSU Shares following the release of Transfer Restrictions;
(v) Firm May Deliver Your Award into an Escrow Account. The Firm may establish and maintain an escrow account
on such terms (which may include your executing any documents related to, and your paying for any costs associated with, such
account) as it may deem necessary or appropriate, and the delivery of RSU Shares (including Shares at Risk) or the payment of
cash (including dividends [and payments under Dividend Equivalent Rights]) or other property may initially be made into and
held in that escrow account until such time as the Committee has received such documentation as it may have requested or until
the Committee has determined that any other conditions or restrictions on delivery of RSU Shares, cash or other property required
by this Award Agreement have been satisfied;
(vi) You May Be Required to Certify Compliance with Award Terms; You Are Responsible for Providing the Firm
with Updated Address and Contact Information After Your Departure from the Firm. If your Employment terminates while you
continue to hold RSUs or Shares at Risk, from time to time, you may be required to provide certifications of your compliance with
all of the terms of the Plan and this Award Agreement as described in Paragraph 9(b)(iv). You understand and agree that (A) your
address on file with the Firm at the time any certification is required will be deemed to be your current address, (B) it is your
responsibility to inform the Firm of any changes to your address to ensure timely receipt of the certification materials, (C) you are
responsible for contacting the Firm to obtain such certification materials if not received and (D) your failure to return properly
completed certification materials by the specified deadline (which includes your failure to timely return the completed certification
because you did not provide the Firm with updated contact information) will result in the forfeiture of all of your RSUs and Shares
at Risk and subject previously delivered amounts to repayment under Paragraph 9(b)(iv);
(vii) You Authorize the Firm to Register, in Its or Its Designee’s Name, Any Shares at Risk and Sell, Assign or
Transfer Any Forfeited Shares at Risk. You are granting to the Firm the full power and authority to register any Shares at Risk in
its or its designee’s name and authorizing the Firm or its designee to sell, assign or transfer any Shares at Risk if you forfeit your
Shares at Risk;
(viii) You Must Comply with Applicable Deadlines and Procedures to Appeal Determinations Made by the Committee,
the SIP Committee or SIP Administrators. If you disagree with a determination made by the Committee, the SIP Committee, the
SIP Administrators, or any of their delegates or designees and you wish to appeal such determination, you must submit a written
request to the SIP Committee for review within 180 days after the determination at issue. You must exhaust your internal
administrative remedies (i.e., submit your appeal and wait for resolution of that appeal) before seeking to resolve a dispute through
arbitration pursuant to Paragraph 16 and Section 3.17 of the Plan; and
(ix) You Agree that Covered Persons Will Not Have Liability. In addition to and without limiting the generality of the
provisions of Section 1.3.5 of the Plan, neither the Firm nor any Covered Person will have any liability to you or any other person
for any action taken or omitted in respect of this or any other Award.
- 9 -
14. Non-transferability. Except as otherwise may be provided in this Paragraph 14 or as otherwise may be provided by the
Committee, the limitations on transferability set forth in Section 3.5 of the Plan will apply to this Award. Any purported transfer or
assignment in violation of the provisions of this Paragraph 14 or Section 3.5 of the Plan will be void. The Committee may adopt
procedures pursuant to which some or all recipients of RSUs may transfer some or all of their RSUs and/or Shares at Risk (which will
continue to be subject to Transfer Restrictions until the [applicable] Transferability Date) through a gift for no consideration to any
immediate family member, a trust or other estate planning vehicle approved by the Committee or SIP Committee in which the recipient
and/or the recipient’s immediate family members in the aggregate have 100% of the beneficial interest.
15. Right of Offset. Except as provided in Paragraph 18[(g)][(h)], the obligation to deliver RSU Shares, to pay dividends [or
payments under Dividend Equivalent Rights] or to remove the Transfer Restrictions under this Award Agreement is subject to
Section 3.4 of the Plan, which provides for the Firm’s right to offset against such obligation any outstanding amounts you owe to the
Firm and any amounts the Committee deems appropriate pursuant to any tax equalization policy or agreement.
ARBITRATION, CHOICE OF FORUM AND GOVERNING LAW
16. Arbitration; Choice of Forum.
(a) BY ACCEPTING THIS AWARD, YOU ARE INDICATING THAT YOU UNDERSTAND AND AGREE THAT THE ARBITRATION
AND CHOICE OF FORUM PROVISIONS SET FORTH IN SECTION 3.17 OF THE PLAN WILL APPLY TO THIS AWARD. THESE
PROVISIONS, WHICH ARE EXPRESSLY INCORPORATED HEREIN BY REFERENCE, PROVIDE AMONG OTHER THINGS THAT
ANY DISPUTE, CONTROVERSY OR CLAIM BETWEEN THE FIRM AND YOU ARISING OUT OF OR RELATING TO OR
CONCERNING THE PLAN OR THIS AWARD AGREEMENT WILL BE FINALLY SETTLED BY ARBITRATION IN NEW YORK CITY,
PURSUANT TO THE TERMS MORE FULLY SET FORTH IN SECTION 3.17 OF THE PLAN; PROVIDED THAT NOTHING HEREIN
SHALL PRECLUDE YOU FROM FILING A CHARGE WITH OR PARTICIPATING IN ANY INVESTIGATION OR PROCEEDING
CONDUCTED BY ANY GOVERNMENTAL AUTHORITY, INCLUDING BUT NOT LIMITED TO THE SEC AND THE EQUAL
EMPLOYMENT OPPORTUNITY COMMISSION.
(b) To the fullest extent permitted by applicable law, no arbitrator will have the authority to consider class, collective or
representative claims, to order consolidation or to join different claimants or grant relief other than on an individual basis to the
individual claimant involved.
(c) Notwithstanding any applicable forum rules to the contrary, to the extent there is a question of enforceability of this
Award Agreement arising from a challenge to the arbitrator’s jurisdiction or to the arbitrability of a claim, it will be decided by a
court and not an arbitrator.
(d) All references to the New York Stock Exchange in Section 3.17 of the Plan will be read as references to the Financial
Industry Regulatory Authority.
(e) The Federal Arbitration Act governs interpretation and enforcement of all arbitration provisions under the Plan and this
Award Agreement, and all arbitration proceedings thereunder.
(f) Nothing in this Award Agreement creates a substantive right to bring a claim under U.S. Federal, state, or local
employment laws.
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(g) By accepting your Award, you irrevocably appoint each General Counsel of GS Inc., or any person whom the General
Counsel of GS Inc. designates, as your agent for service of process in connection with any suit, action or proceeding arising out of
or relating to or concerning the Plan or any Award which is not arbitrated pursuant to the provisions of Section 3.17.1 of the Plan,
who shall promptly advise you of any such service of process.
(h) To the fullest extent permitted by applicable law, no arbitrator will have the authority to consider any claim as to which
you have not first exhausted your internal administrative remedies in accordance with Paragraph 13(f)(viii).
17. Governing Law. THIS AWARD WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
CERTAIN TAX PROVISIONS
18. Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 18 apply to you only if
you are a U.S. taxpayer.
(a) This Award Agreement and the Plan provisions that apply to this Award are intended and will be construed to comply
with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, 409A Deferred
Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions. The Committee will have
full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential
inconsistency between the provisions of the Plan (including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the
provisions of this Award Agreement will govern, and in the case of any conflict or potential inconsistency between this Paragraph
18 and the other provisions of this Award Agreement, this Paragraph 18 will govern.
(b) Delivery of RSU Shares will not be delayed beyond the date on which all applicable conditions or restrictions on delivery
of RSU Shares required by this Agreement (including those specified in Paragraphs 6, 7, 11, 12(c) and 13 and the consents and
other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the
requirements for short-term deferral treatment under Section 409A, delivery for such portion will occur by the March 15
coinciding with the last day of the applicable “short-term deferral” period described in Reg. 1.409A-1(b)(4) in order for the
delivery of RSU Shares to be within the short-term deferral exception unless, in order to permit all applicable conditions or
restrictions on delivery to be satisfied, the Committee elects, pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be
permitted in accordance with Section 409A, to delay delivery of RSU Shares to a later date within the same calendar year or to
such later date as may be permitted under Section 409A, including Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the
Plan pertaining to Code Section 162(m)) and Reg. 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of
installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a
right to a series of separate payments and not as a right to a single payment.
(c) Notwithstanding the provisions of Paragraph 13(b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply
with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your RSUs will not have
the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on
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which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU Shares that
would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg.
1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including and to the extent applicable, the subsequent
election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)).
(d) Notwithstanding the timing provisions of Paragraph 12(c), the delivery of RSU Shares referred to therein will be made
after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under
Section 409A).
(e) The timing of delivery or payment pursuant to Paragraph 12(a) will occur on the earlier of (i) the Delivery Date or (ii) a
date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a
“specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery will occur on the
earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is
six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the
next Window Period). For purposes of Paragraph 12(a), references in this Award Agreement to termination of Employment mean
a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the
Firm in accordance with Section 409A).
(f) [Notwithstanding any provision of Paragraph 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent
Rights with respect to each of your Outstanding RSUs will be paid to you within the calendar year that includes the date of
distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a share of Common Stock the record date
for which occurs on or after the Date of Grant. The payment will be in an amount (less applicable withholding) equal to such
regular dividend payment as would have been made in respect of the RSU Shares underlying such Outstanding RSUs.]
(g) The timing of delivery or payment referred to in Paragraph 12(b)(i) will be the earlier of (i) the Delivery Date or (ii) a
date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted
Employment, provided that such delivery or payment will be made, and any Committee action referred to in Paragraph 12(b)(ii)
will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the
imposition of any additional tax to you under Section 409A.
(h) Paragraph 15 and Section 3.4 of the Plan will not apply to Awards that are 409A Deferred Compensation except to the
extent permitted under Section 409A.
(i) Delivery of RSU Shares in respect of any Award may be made, if and to the extent elected by the Committee, later than
the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A Deferred
Compensation, only to the extent that the later delivery is permitted under Section 409A).
(j) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to
Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery.
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19. Compliance of Award Agreement and Plan with Section 162(m). The provisions of Paragraph 18(b) and this Paragraph 19
and the provisions of Sections 1.2.13, 1.3.3, 2.8.3, 3.1.2 and 3.21 of the Plan addressing the qualification of compensation realized from
Awards as “performance-based” compensation under Section 162(m) of the Code shall apply only to the extent that Section 162(m) of
the Code provides a “performance-based” compensation exception to the deduction limitations applicable thereunder. If you are or
become considered by GS Inc. to be one of its “covered employees” within the meaning of Section 162(m) of the Code, then you will
be subject to Section 3.21.3 of the Plan, as a result of which delivery of your RSU Shares may be delayed.
COMMITTEE AUTHORITY, AMENDMENT AND CONSTRUCTION
20. Committee Authority. The Committee has the authority to determine, in its sole discretion, that any event triggering
forfeiture or repayment of your Award will not apply, to limit the forfeitures and repayments that result under Paragraphs 9 and 10 and
to remove Transfer Restrictions before the [applicable] Transferability Date. In addition, the Committee, in its sole discretion, may
determine whether Paragraph 11 will apply upon a termination of Employment.
21. Amendment. The Committee reserves the right at any time to amend the terms of this Award Agreement, and the Board may
amend the Plan in any respect; provided that, notwithstanding the foregoing and Sections 1.3.2(f), 1.3.2(h) and 3.1 of the Plan, no such
amendment will materially adversely affect your rights and obligations under this Award Agreement without your consent; and
provided further that the Committee expressly reserves its rights to amend the Award Agreement and the Plan as described in Sections
1.3.2(h)(1), (2) and (4) of the Plan. A modification that impacts the tax consequences of this Award or the timing of delivery of RSU
Shares will not be an amendment that materially adversely affects your rights and obligations under this Award Agreement. Any
amendment of this Award Agreement will be in writing.
22. Construction, Headings. Unless the context requires otherwise, (a) words describing the singular number include the plural
and vice versa, (b) words denoting any gender include all genders and (c) the words “include,” “includes” and “including” will be
deemed to be followed by the words “without limitation.” The headings in this Award Agreement are for the purpose of convenience
only and are not intended to define or limit the construction of the provisions hereof. References in this Award Agreement to any
specific Plan provision will not be construed as limiting the applicability of any other Plan provision.
- 13 -
IN WITNESS WHEREOF, GS Inc. has caused this Award Agreement to be duly executed and delivered as of the Date of
Grant.
THE GOLDMAN SACHS GROUP, INC.
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[CODE STAFF FORFEITURE AND REPAYMENT APPENDIX
This Code Staff Appendix supplements Paragraph 9 and sets forth additional events that result in forfeiture of up to all of your RSUs
and Shares at Risk and may require repayment to the Firm of up to all other amounts previously delivered or paid to you under your
Award in accordance with Paragraph 10. As with the events described in Paragraph 9, more than one event may apply, in no case will
the occurrence of one event limit the forfeiture and repayment obligations as a result of the occurrence of any other event and the Firm
reserves the right to (a) suspend delivery of RSU Shares or release of Transfer Restrictions, (b) deliver any RSU Shares or dividends
into an escrow account in accordance with Paragraph 13(f)(v) or (c) apply Transfer Restrictions to any RSU Shares in connection with
any investigation of whether any of the events that result in forfeiture under this Code Staff Appendix have occurred.
With respect to the events described in Paragraphs (b) through (e) of this Appendix, the Committee will consider certain factors to
determine whether and what portion of your Award will terminate, including the reason for the “Loss Event” (as defined below) or
“Risk Event” (as defined below) and the extent to which: (1) you participated in the Loss Event or Risk Event, (2) your compensation
for the Firm’s fiscal year may or may not have been adjusted to take into account the risk associated with the Loss Event, Risk
Event, your “Serious Misconduct” (as defined below) or the Serious Misconduct of a “Supervised Employee” (as defined below) and
(3) your compensation may be adjusted for the year in which the Loss Event, Risk Event, your Serious Misconduct or a Supervised
Employee’s Serious Misconduct is discovered.
(a) You Associate With a Material Covered Enterprise Prior to . If you “Associate With a Material Covered
Enterprise” (as defined below) on or after the date the restrictions on Association With a Covered Enterprise lapse (as described in
Paragraph 9(a)(i) of the Award Agreement) and before the earlier of or a Qualifying Termination After a Change In
Control, your rights to all of your Outstanding RSUs will terminate, and no RSU Shares will be delivered in respect of such RSUs
and your rights to all of your Shares at Risk will terminate and your Shares at Risk will be cancelled.
(i) “Associate With a Material Covered Enterprise” means that you (A) form, or acquire a 5% or greater equity
ownership, voting or profit participation interest in, any “Material Covered Enterprise” (as defined below) or (B) associate in any
capacity (including association as an officer, employee, partner, director, consultant, agent or advisor) with any Material Covered
Enterprise. Associate With a Material Covered Enterprise may include, as determined in the discretion of either the Committee or
the SIP Committee, (A) becoming the subject of any publicly available announcement or report of a pending or future association
with a Material Covered Enterprise and (B) unpaid associations, including an association in contemplation of future employment.
The term “Association With a Material Covered Enterprise” has its correlative meaning.
(ii) The restriction described above on any Association With a Material Covered Enterprise will not apply if the Firm
characterizes your Employment termination as “involuntary” or by “mutual agreement” (and, in each case, you have not engaged
in conduct constituting Cause) and you execute a general waiver and release of claims and an agreement to pay any associated tax
liability, in each case, in the form the Firm prescribes.
(iii) “Material Covered Enterprise” means a Covered Enterprise that the Firm determines, in its sole discretion, to be
material.
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(b) A Loss Event Occurs Prior to Delivery. If a Loss Event occurs prior to the delivery of RSU Shares, your rights in respect
of all or a portion of your RSUs which are scheduled to deliver on the next Delivery Date immediately following the date that the
Loss Event is identified (or, if not practicable, then the next following Delivery Date) will terminate, and no RSU Shares will be
delivered in respect of such RSUs.
(i) A “Loss Event” means (A) an annual pre-tax loss at GS Inc. or (B) annual negative revenues in one or more
reporting segments as disclosed in the Firm’s Form 10-K other than the Investing & Lending segment, or annual negative
revenues in the Investing & Lending segment of $5 billion or more, provided in either case that you are employed in a business
within such reporting segment.
(c) A Risk Event Occurs Prior to . If a Risk Event occurs prior to , (i) your rights in respect of all or
a portion of your RSUs will terminate and no RSU Shares will be delivered in respect of such RSUs, (ii) your rights to all or a
portion of any Shares at Risk will terminate and such Shares at Risk will be cancelled and (iii) you will be obligated immediately
upon demand therefor to pay the Firm an amount not in excess of the greater of the Fair Market Value of the RSU Shares (plus
any dividend payments) delivered in respect of the Award (without reduction for any amount applied to satisfy tax withholding or
other obligations) determined as of (A) the date the Risk Event occurred and (B) the date that the repayment request is made.
(i) A “Risk Event” means there occurs a loss of 5% or more of firmwide total capital from a reportable operational risk
event determined in accordance with the firmwide Reporting Operational Risk Events Policy.
(d) You Engage in Serious Misconduct Prior to . If you engage in Serious Misconduct during the period
beginning on the [applicable] Transferability Date through , you will be obligated immediately upon demand therefor
to pay the Firm an amount not in excess of the greater of the Fair Market Value of the RSU Shares (plus any dividend payments)
delivered in respect of the Award (without reduction for any amount applied to satisfy tax withholding or other obligations)
determined as of (i) the date the Serious Misconduct occurred and (ii) the date that the repayment request is made.
(i) “Serious Misconduct” means that you engage in conduct that the Firm reasonably considers, in its sole discretion,
to be misconduct sufficient to justify summary termination of employment under English law.
(e) A Supervised Employee Engages in Serious Misconduct. If the Committee determines that it is appropriate to hold you
accountable in whole or in part for Serious Misconduct related to compliance, control or risk that occurred during the Firm’s
fiscal year by a Supervised Employee, your rights in respect of all or a portion of your RSUs will terminate and no RSU Shares
will be delivered in respect of such RSUs and your rights to all or a portion of any Shares at Risk will terminate and such Shares at
Risk will be cancelled.
(i) “Supervised Employee” means an individual with respect to whom the Committee determines you had supervisory
responsibility as a result of direct or indirect reporting lines or your management responsibility for an office, division or business.
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Notwithstanding any provision in the Plan, this Award Agreement or any other agreement or arrangement you may have with the Firm,
the parties agree that to the extent that there is any dispute arising out of or relating to the payment required by Paragraphs (c) and (d) of
this Appendix (including your refusal to remit payment) the parties will submit to arbitration in accordance with Paragraph 16 of this
Award Agreement and Section 3.17 of the Plan as the sole means of resolution of such dispute (including the recovery by the Firm of
the payment amount).]
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DEFINITIONS APPENDIX
The following capitalized terms are used in this Award Agreement with the following meanings:
(a) “409A Deferred Compensation” means a “deferral of compensation” or “deferred compensation” as those terms are defined in
the regulations under Section 409A.
(b) “Associate With a Covered Enterprise” means that you (i) form, or acquire a 5% or greater equity ownership, voting or profit
participation interest in, any Covered Enterprise or (ii) associate in any capacity (including association as an officer, employee, partner,
director, consultant, agent or advisor) with any Covered Enterprise. Associate With a Covered Enterprise may include, as determined in
the discretion of either the Committee or the SIP Committee, (i) becoming the subject of any publicly available announcement or report
of a pending or future association with a Covered Enterprise and (ii) unpaid associations, including an association in contemplation of
future employment. “Association With a Covered Enterprise” will have its correlative meaning.
(c) “Award Agreement” means the written document or documents by which each Award is evidenced, including any Award
Statement or any related signature card.
(d) “Conflicted Employment” means your employment at any U.S. Federal, state or local government, any non-U.S. government,
any supranational or international organization, any self-regulatory organization, or any agency or instrumentality of any such
government or organization, or any other employer (other than an “Accounting Firm” within the meaning of SEC Rule 2-01(f)(2) of
Regulation S-X or any successor thereto) determined by the Committee, if, as a result of such employment, your continued holding of
any Outstanding RSUs and Shares at Risk would result in an actual or perceived conflict of interest.
(e) “Covered Enterprise” means a Competitive Enterprise and any other existing or planned business enterprise that: (i) offers,
holds itself out as offering or reasonably may be expected to offer products or services that are the same as or similar to those offered by
the Firm or that the Firm reasonably expects to offer (“Firm Products or Services”) or (ii) engages in, holds itself out as engaging in or
reasonably may be expected to engage in any other activity that is the same as or similar to any financial activity engaged in by the Firm
or in which the Firm reasonably expects to engage (“Firm Activities”). For the avoidance of doubt, Firm Activities include any activity
that requires the same or similar skills as any financial activity engaged in by the Firm or in which the Firm reasonably expects to
engage, irrespective of whether any such financial activity is in furtherance of an advisory, agency, proprietary or fiduciary undertaking.
The enterprises covered by this definition include enterprises that offer, hold themselves out as offering or reasonably may
be expected to offer Firm Products or Services, or engage in, hold themselves out as engaging in or reasonably may be expected to
engage in Firm Activities directly, as well as those that do so indirectly by ownership or control (e.g., by owning, being owned by or by
being under common ownership with an enterprise that offers, holds itself out as offering or reasonably may be expected to offer Firm
Products or Services or that engages in, holds itself out as engaging in or reasonably may be expected to engage in Firm Activities). The
definition of Covered Enterprise includes, solely by way of example, any enterprise that offers, holds itself out as offering or reasonably
may be expected to offer any product or service, or engages in, holds itself out as engaging in or reasonably may be expected to engage
in any activity, in any case, associated with investment banking; public or private finance; lending; financial advisory services; private
investing for anyone other than you or your family members (including, for the avoidance of doubt, any type of proprietary investing or
trading); private wealth management; private banking; consumer, digital or commercial banking; merchant banking; asset,
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portfolio or hedge fund management; insurance or reinsurance underwriting or brokerage; property management; or securities, futures,
commodities, energy, derivatives, currency or digital asset brokerage, sales, lending, custody, clearance, settlement or trading. An
enterprise that offers, holds itself out as offering or reasonably may be expected to offer Firm Products or Services, or engages in, holds
itself out as engaging in or reasonably may be expected to engage in Firm Activities is a Covered Enterprise, irrespective of whether
the enterprise is a customer, client or counterparty of the Firm and, because the Firm is a global enterprise, irrespective of
where the Covered Enterprise is physically located.
(f) “Failed to Consider Risk” means that you participated in the structuring or marketing of any product or service, or participated
on behalf of the Firm or any of its 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 you have improperly analyzed such
risk or where you have failed sufficiently to raise concerns about such risk) and, as a result of such action or omission, the Committee
determines there has been, or reasonably could be expected to be, a material adverse impact on the Firm, your business unit or the
broader financial system.
(g) [“January Transferability Date” means the first trading day in a Window Period that occurs in , or if no
Window Period occurs in , the first trading day of the first Window Period following thereafter.]
(h) [“ -Month Transferability Date” means the first trading day in a Window Period that occurs on or after the -month
anniversary of the Delivery Date.]
(i) “Qualifying Termination After a Change in Control” means that the Firm terminates your Employment other than for Cause or
you terminate your Employment for Good Reason, in each case, within 18 months following a Change in Control.
(j) “SEC” means the U.S. Securities and Exchange Commission.
(k) “Selected Firm Personnel” means any individual who is or in the three months preceding the conduct prohibited by Paragraph
9(a)(ii) was (i) a Firm employee or consultant with whom you personally worked while employed by the Firm, (ii) a Firm employee or
consultant who, at any time during the year preceding the date of the termination of your Employment, worked in the same division in
which you worked or (iii) an Advisory Director, a Managing Director or a Senior Advisor of the Firm.
(l) “Shares at Risk” means RSU Shares subject to Transfer Restrictions.
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The following capitalized terms are used in this Award Agreement with the meanings that are assigned to them in the Plan.
(a) “Account” means any brokerage account, custody account or similar account, as approved or required by GS Inc. from time to
time, into which shares of Common Stock, cash or other property in respect of an Award are delivered.
(b) “Award Statement” means a written statement that reflects certain Award terms.
(c) “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in New York City are
authorized or obligated by Federal law or executive order to be closed.
(d) “Cause” means (i) the Grantee’s conviction, whether following trial or by plea of guilty or nolo contendere (or similar plea), in
a criminal proceeding (A) on a misdemeanor charge involving fraud, false statements or misleading omissions, wrongful taking,
embezzlement, bribery, forgery, counterfeiting or extortion, or (B) on a felony charge, or (C) on an equivalent charge to those in clauses
(A) and (B) in jurisdictions which do not use those designations, (ii) the Grantee’s engaging in any conduct which constitutes an
employment disqualification under applicable law (including statutory disqualification as defined under the Exchange Act), (iii) the
Grantee’s willful failure to perform the Grantee’s duties to the Firm, (iv) the Grantee’s violation of any securities or commodities laws,
any rules or regulations issued pursuant to such laws, or the rules and regulations of any securities or commodities exchange or
association of which the Firm is a member, (v) the Grantee’s violation of any Firm policy concerning hedging or pledging or
confidential or proprietary information, or the Grantee’s material violation of any other Firm policy as in effect from time to time,
(vi) the Grantee’s engaging in any act or making any statement which impairs, impugns, denigrates, disparages or negatively reflects
upon the name, reputation or business interests of the Firm or (vii) the Grantee’s engaging in any conduct detrimental to the Firm. The
determination as to whether Cause has occurred shall be made by the Committee in its sole discretion and, in such case, the Committee
also may, but shall not be required to, specify the date such Cause occurred (including by determining that a prior termination of
Employment was for Cause). Any rights the Firm may have hereunder and in any Award Agreement in respect of the events giving rise
to Cause shall be in addition to the rights the Firm may have under any other agreement with a Grantee or at law or in equity.
(e) “Change in Control” means the consummation of a merger, consolidation, statutory share exchange or similar form of
corporate transaction involving GS Inc. (a “Reorganization”) or sale or other disposition of all or substantially all of GS Inc.’s assets to
an entity that is not an affiliate of GS Inc. (a “Sale”), that in each case requires the approval of GS Inc.’s shareholders under the law of
GS Inc.’s jurisdiction of organization, whether for such Reorganization or Sale (or the issuance of securities of GS Inc. in such
Reorganization or Sale), unless immediately following such Reorganization or Sale, either: (i) at least 50% of the total voting power (in
respect of the election of directors, or similar officials in the case of an entity other than a corporation) of (A) the entity resulting from
such Reorganization, or the entity which has acquired all or substantially all of the assets of GS Inc. in a Sale (in either case, the
“Surviving Entity”), or (B) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership (within the
meaning of Rule 13d-3 under the Exchange Act, as such Rule is in effect on the date of the adoption of the 1999 SIP) of 50% or more of
the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the
Surviving Entity (the “Parent Entity”) is represented by GS Inc.’s securities (the “GS Inc. Securities”) that were outstanding
immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which such GS Inc. Securities were
converted pursuant to such Reorganization or Sale) or (ii) at least 50% of the members of the board of directors (or similar officials in
the case of an entity other than a
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corporation) of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) following the consummation of the
Reorganization or Sale were, at the time of the Board’s approval of the execution of the initial agreement providing for such
Reorganization or Sale, individuals (the “Incumbent Directors”) who either (A) were members of the Board on the Effective Date or
(B) became directors subsequent to the Effective Date and whose election or nomination for election was approved by a vote of at least
two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of GS Inc.’s proxy statement in which
such persons are named as nominees for director).
(f) “Client” means any client or prospective client of the Firm to whom the Grantee provided services, or for whom the Grantee
transacted business, or whose identity became known to the Grantee in connection with the Grantee’s relationship with or employment
by the Firm.
(g) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the applicable rulings and regulations
thereunder.
(h) “Committee” means the committee appointed by the Board to administer the Plan pursuant to Section 1.3, and, to the extent
the Board determines it is appropriate for the compensation realized from Awards under the Plan to be considered “performance based”
compensation under Section 162(m) of the Code, shall be a committee or subcommittee of the Board composed of two or more
members, each of whom is an “outside director” within the meaning of Code Section 162(m), and which, to the extent the Board
determines it is appropriate for Awards under the Plan to qualify for the exemption available under Rule 16b-3(d)(1) or Rule 16b-3(e)
promulgated under the Exchange Act, shall be a committee or subcommittee of the Board composed of two or more members, each of
whom is a “non-employee director” within the meaning of Rule 16b-3. Unless otherwise determined by the Board, the Committee shall
be the Compensation Committee of the Board.
(i) “Common Stock” means common stock of GS Inc., par value $0.01 per share.
(j) “Competitive Enterprise” means an existing or planned business enterprise that (i) engages, or may reasonably be expected to
engage, in any activity, (ii) owns or controls, or may reasonably be expected to own or control, a significant interest in or (iii) is, or may
reasonably be expected to be, owned by, or a significant interest in which is, or may reasonably expected to be, owned or controlled by,
any entity that engages in any activity that, in any case, competes or will compete anywhere with any activity in which the Firm is
engaged. The activities covered by this definition include, without limitation, financial services such as investment banking, public or
private finance, lending, financial advisory services, private investing (for anyone other than the Grantee and members of the Grantee’s
family), merchant banking, asset or hedge fund management, insurance or reinsurance underwriting or brokerage, property
management, or securities, futures, commodities, energy, derivatives or currency brokerage, sales, lending, custody, clearance,
settlement or trading.
(k) “Covered Person” means a member of the Board or the Committee or any employee of the Firm.
(l) “Date of Grant” means the date specified in the Grantee’s Award Agreement as the date of grant of the Award.
(m) “Delivery Date” means each date specified in the Grantee’s Award Agreement as a delivery date, provided, unless the
Committee determines otherwise, such date is during a Window Period or, if such date is not during a Window Period, the first trading
day of the first Window Period beginning after such date.
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(n) “Dividend Equivalent Right” means a dividend equivalent right granted under the Plan, which represents an unfunded and
unsecured promise to pay to the Grantee amounts equal to all or any portion of the regular cash dividends that would be paid on shares
of Common Stock covered by an Award if such shares had been delivered pursuant to an Award.
(o) “Employment” means the Grantee’s performance of services for the Firm, as determined by the Committee. The terms
“employ” and “employed” shall have their correlative meanings. The Committee in its sole discretion may determine (i) whether and
when a Grantee’s leave of absence results in a termination of Employment (for this purpose, unless the Committee determines
otherwise, a Grantee shall be treated as terminating Employment with the Firm upon the occurrence of an Extended Absence), (ii)
whether and when a change in a Grantee’s association with the Firm results in a termination of Employment and (iii) the impact, if any,
of any such leave of absence or change in association on Awards theretofore made. Unless expressly provided otherwise, any references
in the Plan or any Award Agreement to a Grantee’s Employment being terminated shall include both voluntary and involuntary
terminations.
(p) “Extended Absence” means the Grantee’s inability to perform for six (6) continuous months, due to illness, injury or
pregnancy-related complications, substantially all the essential duties of the Grantee’s occupation, as determined by the Committee.
(q) “Firm” means GS Inc. and its subsidiaries and affiliates.
(r) “Good Reason” means, in connection with a termination of employment by a Grantee following a Change in Control, (a) as
determined by the Committee, a materially adverse alteration in the Grantee’s position or in the nature or status of the Grantee’s
responsibilities from those in effect immediately prior to the Change in Control or (b) the Firm’s requiring the Grantee’s principal place
of Employment to be located more than seventy-five (75) miles from the location where the Grantee is principally Employed at the time
of the Change in Control (except for required travel on the Firm’s business to an extent substantially consistent with the Grantee’s
customary business travel obligations in the ordinary course of business prior to the Change in Control).
(s) “Grantee” means a person who receives an Award.
(t) “GS Inc.” means The Goldman Sachs Group, Inc., and any successor thereto.
(u) “Outstanding” means any Award to the extent it has not been forfeited, cancelled, terminated, exercised or with respect to
which the shares of Common Stock underlying the Award have not been previously delivered or other payments made.
(v) “RSU” means a restricted stock unit Award granted under the Plan, which represents an unfunded and unsecured promise to
deliver shares of Common Stock in accordance with the terms of the RSU Award Agreement.
(w) “RSU Shares” means shares of Common Stock that underlie an RSU.
(x) “Section 409A” means Section 409A of the Code, including any amendments or successor provisions to that Section and any
regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted
through further administrative guidance.
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(y) “SIP Administrator” means each person designated by the Committee as a “SIP Administrator” with the authority to perform
day-to-day administrative functions for the Plan.
(z) “SIP Committee” means the persons who have been delegated certain authority under the Plan by the Committee.
(aa) “Solicit” means any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting,
advising, encouraging or requesting any person or entity, in any manner, to take or refrain from taking any action.
(bb) “Transfer Restrictions” means restrictions that prohibit the sale, exchange, transfer, assignment, pledge, hypothecation,
fractionalization, hedge or other disposal (including through the use of any cash-settled instrument), whether voluntarily or involuntarily
by the Grantee, of an Award or any shares of Common Stock, cash or other property delivered in respect of an Award.
(cc) “Transferability Date” means the date Transfer Restrictions on a Restricted Share will be released. Within 30 Business Days
after the applicable Transferability Date, GS Inc. shall take, or shall cause to be taken, such steps as may be necessary to remove
Transfer Restrictions.
(dd) “Vested” means, with respect to an Award, the portion of the Award that is not subject to a condition that the Grantee remain
actively employed by the Firm in order for the Award to remain Outstanding. The fact that an Award becomes Vested shall not mean or
otherwise indicate that the Grantee has an unconditional or nonforfeitable right to such Award, and such Award shall remain subject to
such terms, conditions and forfeiture provisions as may be provided for in the Plan or in the Award Agreement.
(ee) “Vesting Date” means each date specified in the Grantee’s Award Agreement as a date on which part or all of an Award
becomes Vested.
(ff) “Window Period” means a period designated by the Firm during which all employees of the Firm are permitted to purchase or
sell shares of Common Stock (provided that, if the Grantee is a member of a designated group of employees who are subject to different
restrictions, the Window Period may be a period designated by the Firm during which an employee of the Firm in such designated
group is permitted to purchase or sell shares of Common Stock).
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THE GOLDMAN SACHS GROUP, INC.
YEAR-END RSU AWARD
EXHIBIT 10.50
This Award Agreement, together with The Goldman Sachs Amended and Restated Stock Incentive Plan (2015) (the “Plan”),
governs your year-end award of RSUs (your “Award”). You should read carefully this entire Award Agreement, which
includes the Award Statement, any attached Appendix and the signature card.
ACCEPTANCE
1. You Must Decide Whether to Accept this Award Agreement. To be eligible to receive your Award, you must by the date
specified (a) open and activate an Account and (b) agree to all the terms of your Award by executing the related signature card
in accordance with its instructions. By executing the signature card, you confirm your agreement to all of the terms of this
Award Agreement, including the arbitration and choice of forum provisions in Paragraph 16.
DOCUMENTS THAT GOVERN YOUR AWARD; DEFINITIONS
2. The Plan. Your Award is granted under the Plan, and the Plan’s terms apply to, and are a part of, this Award Agreement.
3. Your Award Statement. The Award Statement delivered to you contains some of your Award’s specific terms. For example, it
contains the type and number of RSUs awarded to you and any applicable Vesting Dates, Delivery Dates and Transferability Dates. The
portion of your RSUs that are designated on the Award Statement as “
Agreement as “Base RSUs.” The portion of your RSUs that are designated on the Award Statement as “
RSUs” are referred to in this Award Agreement as “Additional Base RSUs.” The portion of your RSUs that are designated on the
Award Statement as “
Year-End Supplemental RSUs” are referred to in this Award Agreement as “Supplemental RSUs.” All
references to RSUs in this Award Agreement include the Base RSUs, the Additional Base RSUs and the Supplemental RSUs. This
Award Agreement does not govern the terms and conditions of any RSUs designated on your Award Statement as “Short-Term RSUs,”
which, if applicable to you, are addressed in a separate Award Agreement.
Year-End Base RSUs” are referred to in this Award
Year-End Additional Base
4. Definitions. Capitalized terms are defined in the Definitions Appendix, which also includes terms that are defined in the Plan.
VESTING OF YOUR RSUS
5. Vesting.
(a) Base RSUs and Additional Base RSUs. On each Vesting Date listed on your Award Statement, you will become Vested
in the amount of Outstanding Base RSUs and Outstanding Additional Base RSUs listed next to that date.
(b) Supplemental RSUs. All of your Supplemental RSUs are Vested.
(c) What Vesting Means. When an RSU becomes Vested, it means only that your continued active Employment is not
required for delivery of that portion of RSU Shares. Vesting does not mean you have a non-forfeitable right to the Vested
portion of your Award. The terms of this Award Agreement (including conditions to delivery and any applicable Transfer
Restrictions) continue to apply to Vested RSUs, and you can still forfeit Vested RSUs and any RSU Shares.
DELIVERY OF YOUR RSU SHARES
6. Delivery. Reasonably promptly (but no more than 30 Business Days) after each Delivery Date listed on your Award Statement,
RSU Shares (less applicable withholding as described in Paragraph 13(a)) will be delivered (by book entry credit to your Account) in
respect of the amount of Outstanding RSUs listed next to that date [provided that such delivery applies first to RSU Shares underlying
the Supplemental RSUs and then to RSU Shares underlying the Base RSUs]. The Committee or the SIP Committee may select multiple
dates within the 30-Business-Day period following the Delivery Date to deliver RSU Shares in respect of all or a portion of the RSUs
with the same Delivery Date listed on the Award Statement, and all such dates will be treated as a single Delivery Date for purposes of
this Award. Until such delivery, you have only the rights of a general unsecured creditor, and no rights as a shareholder of GS Inc.
Without limiting the Committee’s authority under Section 1.3.2(h) of the Plan, the Firm may accelerate any Delivery Date by up to 30
days.
TRANSFER RESTRICTIONS FOLLOWING DELIVERY
7. Transfer Restrictions and Shares at Risk.
(a) Base and Additional Base RSUs.
(i) Base RSUs with a Delivery Date in or before . [For Base RSUs with a Delivery Date in or before
,] fifty percent of the RSU Shares that are delivered on any date in respect of Base RSUs, before tax withholding (or, if
the applicable tax withholding rate is greater than 50%, all RSU Shares delivered after tax withholding), will be Shares at Risk that
are subject to Transfer Restrictions until the January Transferability Date, as set forth on your Award Statement. If the tax
withholding rate is less than 50%, then any remaining RSU Shares that are delivered in respect of Base RSUs after tax
withholding will be Shares at Risk subject to Transfer Restrictions until the -Month Transferability Date.
(ii) Base RSUs with a Delivery Date in or after . [For Base RSUs with a Delivery Date in , all RSU
Shares delivered after tax withholding will be Shares at Risk subject to Transfer Restrictions until the -Month Transferability
Date.]
(iii) Additional Base RSUs. For Additional Base RSUs, all RSU Shares delivered after tax withholding will be Shares
at Risk subject to Transfer Restrictions until the -Month Transferability Date.
(b) Supplemental RSUs. For Supplemental RSUs, all RSU Shares delivered after tax withholding will be Shares at Risk
subject to Transfer Restrictions until the -Month Transferability Date.
(c) Example.
(i) [ .]
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(d) Purported Transactions that Violate the Transfer Restrictions Are Void. Any purported sale, exchange, transfer,
assignment, pledge, hypothecation, fractionalization, hedge or other disposition in violation of the Transfer Restrictions on Shares
at Risk will be void.
(e) Removal of Transfer Restrictions. Within 30 Business Days after the applicable Transferability Date (or any other date on
which the Transfer Restrictions are to be removed), GS Inc. will remove the Transfer Restrictions. The Committee or the SIP
Committee may select multiple dates within such 30-Business-Day period on which to remove Transfer Restrictions for all or a
portion of the Shares at Risk with the same Transferability Date, and all such dates will be treated as a single Transferability Date
for purposes of this Award.
DIVIDENDS
8. [Dividend Equivalent Rights and] Dividends. [Each RSU includes a Dividend Equivalent Right, which entitles you to receive
an amount (less applicable withholding), at or after the time of distribution of any regular cash dividend paid by GS Inc. in respect of a
share of Common Stock, equal to any regular cash dividend payment that would have been made in respect of an RSU Share underlying
your Outstanding RSUs for any record date that occurs on or after the Date of Grant. In addition,] you will be entitled to receive on a
current basis any regular cash dividend paid in respect of your Shares at Risk. [The RSUs do not include Dividend Equivalent Rights.]
FORFEITURE OF YOUR AWARD
9. How You May Forfeit Your Award. This Paragraph 9 sets forth the events that result in forfeiture of up to all of your RSUs
and Shares at Risk and may require repayment to the Firm of up to all other amounts previously delivered or paid to you under your
Award in accordance with Paragraph 10. More than one event may apply, and in no case will the occurrence of one event limit the
forfeiture and repayment obligations as a result of the occurrence of any other event. In addition, the Firm reserves the right to
(a) suspend vesting of Outstanding RSUs, [payments under Dividend Equivalent Rights,] delivery of RSU Shares or release of Transfer
Restrictions, (b) deliver any RSU Shares[,] [or] dividends [or payments under Dividend Equivalent Rights] into an escrow account in
accordance with Paragraph 13(f)(v) or (c) apply Transfer Restrictions to any RSU Shares in connection with any investigation of
whether any of the events that result in forfeiture under the Plan or this Paragraph 9 have occurred. Paragraph 11 (relating to certain
circumstances under which you will not forfeit your unvested RSUs upon Employment termination) and Paragraph 12 (relating to
certain circumstances under which vesting, delivery and/or release of Transfer Restrictions may be accelerated) provide for exceptions
to one or more provisions of this Paragraph 9. [The Code Staff Forfeiture and Repayment Appendix supplements this Paragraph 9 and
sets forth additional events that result in forfeiture of up to all of your RSUs and Shares at Risk and may require repayment to the Firm
as described in Paragraph 10 and the Appendix.]
(a) Unvested RSUs Forfeited if Your Employment Terminates. If your Employment terminates for any reason or you are
otherwise no longer actively employed with the Firm (which includes off-premises notice periods, “garden leaves,” pay in lieu of
notice or any other similar status), your rights to your Outstanding RSUs that are not Vested will terminate, and no RSU Shares
will be delivered in respect of such RSUs.
(b) Supplemental RSUs Forfeited if You Associate With a Covered Enterprise. Your rights to your Outstanding
Supplemental RSUs that are scheduled to deliver on an applicable Delivery Date will terminate, and no RSU Shares will be
delivered in respect of such Supplemental RSUs if you Associate With a Covered Enterprise before the earlier of the January 1
immediately preceding that Delivery Date or a Qualifying Termination After a Change In Control.
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(c) Vested and Unvested RSUs Forfeited Upon Certain Events. If any of the following occurs before the applicable Delivery
Date, your rights to all of your Outstanding RSUs (whether or not Vested) will terminate, and no RSU Shares will be delivered in
respect of such RSUs:
(i) You Solicit Clients or Employees, Interfere with Client or Employee Relationships or Participate in the Hiring of
Employees. Either:
(A) you, in any manner, directly or indirectly, (1) Solicit any Client to transact business with a Covered
Enterprise or to reduce or refrain from doing any business with the Firm, (2) interfere with or damage (or attempt to interfere with
or damage) any relationship between the Firm and any Client, (3) Solicit any person who is an employee of the Firm to resign
from the Firm, (4) Solicit any Selected Firm Personnel to apply for or accept employment (or other association) with any person or
entity other than the Firm, or (5) hire or participate in the hiring of any Selected Firm Personnel by any person or entity other than
the Firm (including, without limitation, participating in the identification of individuals for potential hire, and participating in any
hiring decision), whether as an employee or consultant or otherwise, or
(B) Selected Firm Personnel are Solicited, hired or accepted into partnership, membership or similar status by
(1) any entity that you form, that bears your name, or in which you possess or control greater than a de minimis equity ownership,
voting or profit participation, or (2) any entity where you have, or will have, direct or indirect managerial responsibility for such
Selected Firm Personnel.
(ii) GS Inc. Fails to Maintain the Minimum Tier 1 Capital Ratio. GS Inc. fails to maintain the required “Minimum Tier
1 Capital Ratio” as defined under Federal Reserve Board Regulations applicable to GS Inc. for a period of 90 consecutive business
days.
(iii) GS Inc. Is Determined to Be in Default. The Board of Governors of the Federal Reserve or the Federal Deposit
Insurance Corporation (the “FDIC”) makes a written recommendation under Title II (Orderly Liquidation Authority) of the Dodd-
Frank Wall Street Reform and Consumer Protection Act for the appointment of the FDIC as a receiver of GS Inc. based on a
determination that GS Inc. is “in default” or “in danger of default.”
(d) Vested and Unvested RSUs and Shares at Risk Forfeited upon Certain Events. If any of the following occurs (i) your
rights to all of your Outstanding RSUs (whether or not Vested) will terminate, and no RSU Shares will be delivered in respect of
such RSUs and (ii) your rights to all of your Shares at Risk will terminate and your Shares at Risk will be cancelled, in each case,
as may be further described below:
(i) You Failed to Consider Risk. You Failed to Consider Risk during the Firm’s
fiscal year.
(ii) Your Conduct Constitutes Cause. Any event that constitutes Cause [(including, for the avoidance of doubt, “Serious
Misconduct” as defined in the Code Staff Forfeiture and Repayment Appendix)] has occurred before the applicable Delivery Date
for RSUs or the applicable Transferability Date for Shares at Risk.
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(iii) You Do Not Meet Your Obligations to the Firm. The Committee determines that, before the applicable Delivery
Date for RSUs or the applicable Transferability Date for Shares at Risk, you failed to meet, in any respect, any obligation under
any agreement with the Firm, or any agreement entered into in connection with your Employment or this Award, including the
Firm’s notice period requirement applicable to you, any offer letter, employment agreement or any shareholders’ agreement
relating to the Firm. Your failure to pay or reimburse the Firm, on demand, for any amount you owe to the Firm will constitute
(A) failure to meet an obligation you have under an agreement, regardless of whether such obligation arises under a written
agreement, and/or (B) a material violation of Firm policy constituting Cause.
(iv) You Do Not Provide Timely Certifications or Comply with Your Certifications. You fail to certify to GS Inc. that
you have complied with all of the terms of the Plan and this Award Agreement, or the Committee determines that you have failed
to comply with a term of the Plan or this Award Agreement to which you have certified compliance.
(v) You Do Not Follow Dispute Resolution/Arbitration Procedures. You attempt to have any dispute under the Plan or
this Award Agreement resolved in any manner that is not provided for by Paragraph 16 or Section 3.17 of the Plan, or you attempt
to arbitrate a dispute without first having exhausted your internal administrative remedies in accordance with Paragraph 13(f)(viii).
(vi) You Bring an Action that Results in a Determination that Any Award Agreement Term Is Invalid. As a result of
any action brought by you, it is determined that any term of this Award Agreement is invalid.
(vii) You Receive Compensation in Respect of Your Award from Another Employer. Your Employment terminates for
any reason or you otherwise are no longer actively employed with the Firm and another entity grants you cash, equity or other
property (whether vested or unvested) to replace, substitute for or otherwise in respect of any Outstanding RSUs or Shares at Risk;
provided, however, that your rights will only be terminated in respect of the RSUs and Shares at Risk that are replaced, substituted
for or otherwise considered by such other entity in making its grant.
REPAYMENT OF YOUR AWARD
10. When You May Be Required to Repay Your Award. If the Committee determines that any term of this Award was not
satisfied, you will be required, immediately upon demand therefor, to repay to the Firm the following:
(a) Any RSU Shares (which, for the avoidance of doubt, includes any Shares at Risk) for which the terms (including the
terms for delivery) of the related RSUs were not satisfied, in accordance with Section 2.6.3 of the Plan.
(b) Any Shares at Risk for which the terms (including the terms for the release of Transfer Restrictions) were not satisfied, in
accordance with Section 2.5.3 of the Plan.
(c) Any RSU Shares that were delivered (but not subject to Transfer Restrictions) at the same time any Shares at Risk that
are cancelled or required to be repaid were delivered.
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(d) [Any payments under Dividend Equivalent Rights for which the terms were not satisfied (including any such payments
made in respect of RSUs that are forfeited or RSU Shares that are cancelled or required to be repaid), in accordance with
Section 2.8.4 of the Plan.]
(e) Any dividends paid in respect of any RSU Shares that are cancelled or required to be repaid.
(f) Any amount applied to satisfy tax withholding or other obligations with respect to any RSU, RSU Shares[,] [and]
dividend payments [and payments under Dividend Equivalent Rights] that are forfeited or required to be repaid.
EXCEPTIONS TO THE VESTING, DELIVERY AND/OR TRANSFERABILITY DATES
11. Circumstances Under Which You Will Not Forfeit Your Unvested RSUs on Employment Termination (but the
Original Delivery Date and Transferability Date Continue to Apply). If your Employment terminates at a time when you meet the
requirements for Extended Absence, Retirement, “downsizing” or Approved Termination, each as described below, then Paragraph 9(a)
will not apply, and your Outstanding RSUs will be treated as described in this Paragraph 11. All other terms of this Award Agreement,
including the other forfeiture and repayment events in Paragraphs 9 and 10, continue to apply.
(a) Extended Absence or Retirement and No Association With a Covered Enterprise.
(i) Generally. If your Employment terminates by Extended Absence or Retirement, your Outstanding RSUs that are not
Vested will become Vested. However, your rights to any Outstanding RSU that becomes Vested by this Paragraph 11(a)(i)
will terminate and no RSU Share will be delivered in respect of that RSU if you Associate With a Covered Enterprise on or
before the originally scheduled Vesting Date for that RSU.
(ii) Special Treatment for Involuntary or Mutual Agreement Termination. Paragraph 9(b) and the second sentence of
Paragraph 11(a)(i) (each relating to forfeiture if you Associate With a Covered Enterprise) will not apply if (A) the Firm
characterizes your Employment termination as “involuntary” or by “mutual agreement” (and, in each case, you have not engaged
in conduct constituting Cause) and (B) you execute a general waiver and release of claims and an agreement to pay any associated
tax liability, in each case, in the form the Firm prescribes. No Employment termination that you initiate, including any purported
“constructive termination,” a “termination for good reason” or similar concepts, can be “involuntary” or by “mutual agreement.”
(b) Downsizing. If (i) the Firm terminates your Employment solely by reason of a “downsizing” (and you have not engaged
in conduct constituting Cause) and (ii) you execute a general waiver and release of claims and an agreement to pay any associated
tax liability, in each case, in the form the Firm prescribes, your Outstanding RSUs that are not yet Vested will become Vested and
Paragraph 9(b) will not apply. Whether or not your Employment is terminated solely by reason of a “downsizing” will be
determined by the Firm in its sole discretion.
(c) Approved Terminations of Program Analysts and Fixed-Term Employees. If the Firm classifies you as a “program
analyst” or a “fixed-term” employee and your Employment terminates solely by reason of an Approved Termination (and you
have not engaged in conduct constituting Cause), your Outstanding RSUs that are not yet Vested will become Vested and
Paragraph 9(b) will not apply.
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12. Accelerated Vesting, Delivery and/or Release of Transfer Restrictions in the Event of a Qualifying Termination After a
Change in Control, Conflicted Employment or Death. In the event of your Qualifying Termination After a Change in Control,
Conflicted Employment or death, each as described below, then Paragraph 9(a) will not apply, your Outstanding RSUs and Shares at
Risk will be treated as described in this Paragraph 12, and, except as set forth in Paragraph 12(a), all other terms of this Award
Agreement, including the other forfeiture and repayment events in Paragraphs 9 and 10, continue to apply.
(a) You Have a Qualifying Termination After a Change in Control. If your Employment terminates when you meet the
requirements of a Qualifying Termination After a Change in Control, the RSU Shares underlying your Outstanding RSUs
(whether or not Vested) will be delivered, and any Transfer Restrictions will cease to apply. In addition, the forfeiture events in
Paragraph 9 will not apply to your Award.
(b) You Are Determined to Have Accepted Conflicted Employment.
(i) Generally. Notwithstanding anything to the contrary in the Plan or otherwise, for purposes of this Award Agreement,
“Conflicted Employment” means your employment at any U.S. Federal, state or local government, any non-U.S. government, any
supranational or international organization, any self-regulatory organization, or any agency or instrumentality of any such
government or organization, or any other employer (other than an “Accounting Firm” within the meaning of SEC Rule 2-01(f)(2)
of Regulation S-X or any successor thereto) determined by the Committee, if, as a result of such employment, your continued
holding of any Outstanding RSUs and Shares at Risk would result in an actual or perceived conflict of interest. The following will
apply as soon as practicable after the Committee has received satisfactory documentation relating to your Conflicted Employment.
(A) Vesting. If your Employment terminates solely because you resign to accept Conflicted Employment and
you have completed at least three years of continuous service with the Firm, your Outstanding RSUs will Vest; otherwise, you will
forfeit any Outstanding RSUs that are not Vested in accordance with Paragraph 9(a).
(B) Delivery and Release of Transfer Restrictions. If your Employment terminates solely because you resign to
accept Conflicted Employment or if, following your termination of Employment, you notify the Firm that you are accepting
Conflicted Employment, RSU Shares will be delivered in respect of your Outstanding Vested RSUs (including in the form of cash
as described in Paragraph 13(b)) and any Transfer Restrictions will cease to apply.
(ii) You May Have to Take Other Steps to Address Conflicts of Interest. The Committee retains the authority to
exercise its rights under the Award Agreement or the Plan (including Section 1.3.2 of the Plan) to take or require you to take other
steps it determines in its sole discretion to be necessary or appropriate to cure an actual or perceived conflict of interest (which
may include a determination that the accelerated vesting, delivery and/or release of Transfer Restrictions described in Paragraph
12(b)(i) will not apply because such actions are not necessary or appropriate to cure an actual or perceived conflict of interest).
(c) Death. If you die, the RSU Shares underlying your Outstanding RSUs (whether or not Vested) will be delivered to the
representative of your estate and any Transfer Restrictions will cease to apply as soon as practicable after the date of death and
after such documentation as may be requested by the Committee is provided to the Committee.
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OTHER TERMS, CONDITIONS AND AGREEMENTS
13. Additional Terms, Conditions and Agreements.
(a) You Must Satisfy Applicable Tax Withholding Requirements. Delivery of RSU Shares is conditioned on your satisfaction
of any applicable withholding taxes in accordance with Section 3.2 of the Plan, which includes the Firm deducting or withholding
amounts from any payment or distribution to you (which, notwithstanding Section 3.2.2 of the Plan, may exceed the statutory
minimum rate if and to the extent determined by the Committee or the SIP Committee). In addition, to the extent permitted by
applicable law, the Firm, in its sole discretion, may require you to provide amounts equal to all or a portion of any Federal, state,
local, foreign or other tax obligations imposed on you or the Firm in connection with the grant, Vesting or delivery of this Award
by requiring you to choose between remitting the amount (i) in cash (or through payroll deduction or otherwise) or (ii) in the form
of proceeds from the Firm’s executing a sale of RSU Shares delivered to you under this Award. In addition, if you are an
individual with separate employment contracts (at any time during and/or after the Firm’s
discretion, may require you to provide for a reserve in an amount the Firm determines is advisable or necessary in connection with
any actual, anticipated or potential tax consequences related to your separate employment contracts by requiring you to choose
between remitting such amount (i) in cash (or through payroll deduction or otherwise) or (ii) in the form of proceeds from the
Firm’s executing a sale of shares of Common Stock delivered to you pursuant to this Award (or any other Outstanding awards
granted under the Plan or any predecessor or successor plan thereto). In no event, however, does this Paragraph 13(a) give you any
discretion to determine or affect the timing of the delivery of RSU Shares or the timing of payment of tax obligations.
fiscal year), the Firm, in its sole
(b) Firm May Deliver Cash or Other Property Instead of RSU Shares. In accordance with Section 1.3.2(i) of the Plan, in the
sole discretion of the Committee, in lieu of all or any portion of the RSU Shares, the Firm may deliver cash, other securities, other
awards under the Plan or other property, and all references in this Award Agreement to deliveries of RSU Shares will include such
deliveries of cash, other securities, other awards under the Plan or other property.
(c) Amounts May Be Rounded to Avoid Fractional Shares. RSUs that become Vested on a Vesting Date, RSU Shares that
become deliverable on a Delivery Date and RSU Shares subject to Transfer Restrictions may, in each case, be rounded to avoid
fractional Shares.
(d) You May Be Required to Become a Party to the Shareholders’ Agreement. Your rights to your RSUs are conditioned on
your becoming a party to any shareholders’ agreement to which other similarly situated employees (e.g., employees with a similar
title or position) of the Firm are required to be a party.
(e) Firm May Affix Legends and Place Stop Orders on Restricted RSU Shares. GS Inc. may affix to Certificates representing
RSU Shares any legend that the Committee determines to be necessary or advisable (including to reflect any restrictions to which
you may be subject under a separate agreement). GS Inc. may advise the transfer agent to place a stop order against any legended
RSU Shares.
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(f) You Agree to Certain Consents, Terms and Conditions. By accepting this Award you understand and agree that:
(i) You Agree to Certain Consents as a Condition to the Award. You have expressly consented to all of the items listed
in Section 3.3.3(d) of the Plan, including the Firm’s supplying to any third-party recordkeeper of the Plan or other person such
personal information of yours as the Committee deems advisable to administer the Plan, and you agree to provide any additional
consents that the Committee determines to be necessary or advisable;
(ii) You Are Subject to the Firm’s Policies, Rules and Procedures. You are subject to the Firm’s policies in effect from
time to time concerning trading in RSU Shares and hedging or pledging RSU Shares and equity-based compensation or other
awards (including, without limitation, the Firm’s “Policies with Respect to Personal Transactions Involving GS Securities and GS
Equity Awards” or any successor policies), and confidential or proprietary information, and you will effect sales of RSU Shares in
accordance with such rules and procedures as may be adopted from time to time (which may include, without limitation,
restrictions relating to the timing of sale requests, the manner in which sales are executed, pricing method, consolidation or
aggregation of orders and volume limits determined by the Firm);
(iii) You Are Responsible for Costs Associated with Your Award. You will be responsible for all brokerage costs and
other fees or expenses associated with your RSUs, including those related to the sale of RSU Shares;
(iv) You Will Be Deemed to Represent Your Compliance with All the Terms of Your Award if You Accept Delivery
of, or Sell, RSU Shares. You will be deemed to have represented and certified that you have complied with all of the terms of the
Plan and this Award Agreement when RSU Shares are delivered to you[, you receive payment in respect of Dividend Equivalent
Rights] and you request the sale of RSU Shares following the release of Transfer Restrictions;
(v) Firm May Deliver Your Award into an Escrow Account. The Firm may establish and maintain an escrow account
on such terms (which may include your executing any documents related to, and your paying for any costs associated with, such
account) as it may deem necessary or appropriate, and the delivery of RSU Shares (including Shares at Risk) or the payment of
cash (including dividends [and payments under Dividend Equivalent Rights]) or other property may initially be made into and
held in that escrow account until such time as the Committee has received such documentation as it may have requested or until
the Committee has determined that any other conditions or restrictions on delivery of RSU Shares, cash or other property required
by this Award Agreement have been satisfied;
(vi) You May Be Required to Certify Compliance with Award Terms; You Are Responsible for Providing the Firm
with Updated Address and Contact Information After Your Departure from the Firm. If your Employment terminates while you
continue to hold RSUs or Shares at Risk, from time to time, you may be required to provide certifications of your compliance with
all of the terms of the Plan and this Award Agreement as described in Paragraph 9(d)(iv). You understand and agree that (A) your
address on file with the Firm at the time any certification is required will be deemed to be your current address, (B) it is your
responsibility to inform the Firm of any changes to your address to ensure timely receipt of the certification materials, (C) you are
responsible for contacting the Firm to obtain such certification materials if not received and (D) your failure to return properly
completed certification materials by the specified deadline (which includes your failure to timely return the completed certification
because you did not provide the Firm with updated contact information) will result in the forfeiture of all of your RSUs and Shares
at Risk and subject previously delivered amounts to repayment under Paragraph 9(d)(iv);
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(vii) You Authorize the Firm to Register, in Its or Its Designee’s Name, Any Shares at Risk and Sell, Assign or
Transfer Any Forfeited Shares at Risk. You are granting to the Firm the full power and authority to register any Shares at Risk in
its or its designee’s name and authorizing the Firm or its designee to sell, assign or transfer any Shares at Risk if you forfeit your
Shares at Risk;
(viii) You Must Comply with Applicable Deadlines and Procedures to Appeal Determinations Made by the Committee,
the SIP Committee or SIP Administrators. If you disagree with a determination made by the Committee, the SIP Committee, the
SIP Administrators, or any of their delegates or designees and you wish to appeal such determination, you must submit a written
request to the SIP Committee for review within 180 days after the determination at issue. You must exhaust your internal
administrative remedies (i.e., submit your appeal and wait for resolution of that appeal) before seeking to resolve a dispute through
arbitration pursuant to Paragraph 16 and Section 3.17 of the Plan; and
(ix) You Agree that Covered Persons Will Not Have Liability. In addition to and without limiting the generality of the
provisions of Section 1.3.5 of the Plan, neither the Firm nor any Covered Person will have any liability to you or any other person
for any action taken or omitted in respect of this or any other Award.
14. Non-transferability. Except as otherwise may be provided in this Paragraph 14 or as otherwise may be provided by the
Committee, the limitations on transferability set forth in Section 3.5 of the Plan will apply to this Award. Any purported transfer or
assignment in violation of the provisions of this Paragraph 14 or Section 3.5 of the Plan will be void. The Committee may adopt
procedures pursuant to which some or all recipients of RSUs may transfer some or all of their RSUs and/or Shares at Risk (which will
continue to be subject to Transfer Restrictions until the applicable Transferability Date) through a gift for no consideration to any
immediate family member, a trust or other estate planning vehicle approved by the Committee or SIP Committee in which the recipient
and/or the recipient’s immediate family members in the aggregate have 100% of the beneficial interest.
15. Right of Offset. Except as provided in Paragraph 18([g][h]), the obligation to deliver RSU Shares, to pay dividends [or
payments under Dividend Equivalent Rights] or to remove the Transfer Restrictions under this Award Agreement is subject to
Section 3.4 of the Plan, which provides for the Firm’s right to offset against such obligation any outstanding amounts you owe to the
Firm and any amounts the Committee deems appropriate pursuant to any tax equalization policy or agreement.
ARBITRATION, CHOICE OF FORUM AND GOVERNING LAW
16. Arbitration; Choice of Forum.
(a) BY ACCEPTING THIS AWARD, YOU ARE INDICATING THAT YOU UNDERSTAND AND AGREE THAT THE ARBITRATION
AND CHOICE OF FORUM PROVISIONS SET FORTH IN SECTION 3.17 OF THE PLAN WILL APPLY TO THIS AWARD. THESE
PROVISIONS, WHICH ARE EXPRESSLY INCORPORATED HEREIN BY REFERENCE, PROVIDE AMONG OTHER THINGS THAT
ANY DISPUTE, CONTROVERSY OR CLAIM BETWEEN THE FIRM AND YOU ARISING OUT OF OR RELATING TO OR
CONCERNING THE PLAN OR THIS AWARD AGREEMENT WILL BE FINALLY SETTLED BY ARBITRATION IN NEW YORK CITY,
PURSUANT TO THE TERMS MORE FULLY SET FORTH IN SECTION 3.17 OF THE PLAN; PROVIDED THAT NOTHING HEREIN
SHALL PRECLUDE YOU FROM FILING A CHARGE WITH OR PARTICIPATING IN ANY INVESTIGATION OR PROCEEDING
CONDUCTED BY ANY GOVERNMENTAL AUTHORITY, INCLUDING BUT NOT LIMITED TO THE SEC AND THE EQUAL
EMPLOYMENT OPPORTUNITY COMMISSION.
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(b) To the fullest extent permitted by applicable law, no arbitrator will have the authority to consider class, collective or
representative claims, to order consolidation or to join different claimants or grant relief other than on an individual basis to the
individual claimant involved.
(c) Notwithstanding any applicable forum rules to the contrary, to the extent there is a question of enforceability of this
Award Agreement arising from a challenge to the arbitrator’s jurisdiction or to the arbitrability of a claim, it will be decided by a
court and not an arbitrator.
(d) All references to the New York Stock Exchange in Section 3.17 of the Plan will be read as references to the Financial
Industry Regulatory Authority.
(e) The Federal Arbitration Act governs interpretation and enforcement of all arbitration provisions under the Plan and this
Award Agreement, and all arbitration proceedings thereunder.
(f) Nothing in this Award Agreement creates a substantive right to bring a claim under U.S. Federal, state, or local
employment laws.
(g) By accepting your Award, you irrevocably appoint each General Counsel of GS Inc., or any person whom the General
Counsel of GS Inc. designates, as your agent for service of process in connection with any suit, action or proceeding arising out of
or relating to or concerning the Plan or any Award which is not arbitrated pursuant to the provisions of Section 3.17.1 of the Plan,
who shall promptly advise you of any such service of process.
(h) To the fullest extent permitted by applicable law, no arbitrator will have the authority to consider any claim as to which
you have not first exhausted your internal administrative remedies in accordance with Paragraph 13(f)(viii).
17. Governing Law. THIS AWARD WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
CERTAIN TAX PROVISIONS
18. Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 18 apply to you only if
you are a U.S. taxpayer.
(a) This Award Agreement and the Plan provisions that apply to this Award are intended and will be construed to comply
with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, 409A Deferred
Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions. The Committee will have
full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential
inconsistency between the provisions of the Plan (including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the
provisions of this Award Agreement will govern, and in the case of any conflict or potential inconsistency between this Paragraph
18 and the other provisions of this Award Agreement, this Paragraph 18 will govern.
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(b) Delivery of RSU Shares will not be delayed beyond the date on which all applicable conditions or restrictions on delivery
of RSU Shares required by this Agreement (including those specified in Paragraphs 6, 7, 11(a)(ii), 11(b), 12(c) and 13 and the
consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended
to satisfy the requirements for short-term deferral treatment under Section 409A, delivery for such portion will occur by the
March 15 coinciding with the last day of the applicable “short-term deferral” period described in Reg. 1.409A-1(b)(4) in order for
the delivery of RSU Shares to be within the short-term deferral exception unless, in order to permit all applicable conditions or
restrictions on delivery to be satisfied, the Committee elects, pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be
permitted in accordance with Section 409A, to delay delivery of RSU Shares to a later date within the same calendar year or to
such later date as may be permitted under Section 409A, including Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the
Plan pertaining to Code Section 162(m)) and Reg. 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of
installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a
right to a series of separate payments and not as a right to a single payment.
(c) Notwithstanding the provisions of Paragraph 13(b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply
with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your RSUs will not have
the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such
delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU Shares that would
otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D)
or otherwise as may be permitted under Section 409A, including and to the extent applicable, the subsequent election provisions of
Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)).
(d) Notwithstanding the timing provisions of Paragraph 12(c), the delivery of RSU Shares referred to therein will be made
after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under
Section 409A).
(e) The timing of delivery or payment pursuant to Paragraph 12(a) will occur on the earlier of (i) the Delivery Date or (ii) a
date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a
“specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery will occur on the
earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is
six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the
next Window Period). For purposes of Paragraph 12(a), references in this Award Agreement to termination of Employment mean
a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the
Firm in accordance with Section 409A).
(f) [Notwithstanding any provision of Paragraph 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent
Rights with respect to each of your Outstanding RSUs will be paid to you within the calendar year that includes the date of
distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a share of Common Stock the record date
for which occurs on or after the Date of Grant. The payment will be in an amount (less applicable withholding) equal to such
regular dividend payment as would have been made in respect of the RSU Shares underlying such Outstanding RSUs.]
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(g) The timing of delivery or payment referred to in Paragraph 12(b)(i) will be the earlier of (i) the Delivery Date or (ii) a
date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted
Employment, provided that such delivery or payment will be made, and any Committee action referred to in Paragraph 12(b)(ii)
will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the
imposition of any additional tax to you under Section 409A.
(h) Paragraph 15 and Section 3.4 of the Plan will not apply to Awards that are 409A Deferred Compensation except to the
extent permitted under Section 409A.
(i) Delivery of RSU Shares in respect of any Award may be made, if and to the extent elected by the Committee, later than
the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A Deferred
Compensation, only to the extent that the later delivery is permitted under Section 409A).
(j) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to
Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery.
19. Compliance of Award Agreement and Plan with Section 162(m). The provisions of Paragraph 18(b) and this Paragraph 19
and the provisions of Sections 1.2.13, 1.3.3, 2.8.3, 3.1.2 and 3.21 of the Plan addressing the qualification of compensation realized from
Awards as “performance-based” compensation under Section 162(m) of the Code shall apply only to the extent that Section 162(m) of
the Code provides a “performance-based” compensation exception to the deduction limitations applicable thereunder. If you are or
become considered by GS Inc. to be one of its “covered employees” within the meaning of Section 162(m) of the Code, then you will
be subject to Section 3.21.3 of the Plan, as a result of which delivery of your RSU Shares may be delayed.
COMMITTEE AUTHORITY, AMENDMENT AND CONSTRUCTION
20. Committee Authority. The Committee has the authority to determine, in its sole discretion, that any event triggering
forfeiture or repayment of your Award will not apply, to limit the forfeitures and repayments that result under Paragraphs 9 and 10 and
to remove Transfer Restrictions before the applicable Transferability Date. In addition, the Committee, in its sole discretion, may
determine whether Paragraphs 11(a)(ii) and 11(b) will apply upon a termination of Employment and whether a termination of
Employment constitutes an Approved Termination under Paragraph 11(c).
21. Amendment. The Committee reserves the right at any time to amend the terms of this Award Agreement, and the Board may
amend the Plan in any respect; provided that, notwithstanding the foregoing and Sections 1.3.2(f), 1.3.2(h) and 3.1 of the Plan, no such
amendment will materially adversely affect your rights and obligations under this Award Agreement without your consent; and
provided further that the Committee expressly reserves its rights to amend the Award Agreement and the Plan as described in Sections
1.3.2(h)(1), (2) and (4) of the Plan. A modification that impacts the tax consequences of this Award or the timing of delivery of RSU
Shares will not be an amendment that materially adversely affects your rights and obligations under this Award Agreement. Any
amendment of this Award Agreement will be in writing.
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22. Construction, Headings. Unless the context requires otherwise, (a) words describing the singular number include the plural
and vice versa, (b) words denoting any gender include all genders and (c) the words “include,” “includes” and “including” will be
deemed to be followed by the words “without limitation.” The headings in this Award Agreement are for the purpose of convenience
only and are not intended to define or limit the construction of the provisions hereof. References in this Award Agreement to any
specific Plan provision will not be construed as limiting the applicability of any other Plan provision.
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IN WITNESS WHEREOF, GS Inc. has caused this Award Agreement to be duly executed and delivered as of the Date of
Grant.
THE GOLDMAN SACHS GROUP, INC.
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[CODE STAFF FORFEITURE AND REPAYMENT APPENDIX
This Code Staff Appendix supplements Paragraph 9 and sets forth additional events that result in forfeiture of up to all of your RSUs
and Shares at Risk and may require repayment to the Firm of up to all other amounts previously delivered or paid to you under your
Award in accordance with Paragraph 10. As with the events described in Paragraph 9, more than one event may apply, in no case will
the occurrence of one event limit the forfeiture and repayment obligations as a result of the occurrence of any other event and the Firm
reserves the right to (a) suspend vesting of Outstanding RSUs, delivery of RSU Shares or release of Transfer Restrictions, (b) deliver
any RSU Shares or dividends into an escrow account in accordance with Paragraph 13(f)(v) or (c) apply Transfer Restrictions to any
RSU Shares in connection with any investigation of whether any of the events that result in forfeiture under this Code Staff Appendix
have occurred.
With respect to the events described in Paragraphs ([a][b]) through ([d][e]) of this Appendix, the Committee will consider certain
factors to determine whether and what portion of your Award will terminate, including the reason for the “Loss Event” (as defined
below) or “Risk Event” (as defined below) and the extent to which: (1) you participated in the Loss Event or Risk Event, (2) your
fiscal year may or may not have been adjusted to take into account the risk associated with the Loss
compensation for the Firm’s
Event, Risk Event, your “Serious Misconduct” (as defined below) or the Serious Misconduct of a “Supervised Employee” (as defined
below) and (3) your compensation may be adjusted for the year in which the Loss Event, Risk Event, your Serious Misconduct or a
Supervised Employee’s Serious Misconduct is discovered.
(a) [You Associate With a Material Covered Enterprise Prior to . If you “Associate With a Material Covered
Enterprise” (as defined below) before the earlier of or a Qualifying Termination After a Change In Control, your
rights to all of your Outstanding RSUs (whether or not Vested) will terminate, and no RSU Shares will be delivered in respect of
such RSUs and your rights to all of your Shares at Risk will terminate and your Shares at Risk will be cancelled. For the avoidance
of doubt, notwithstanding the foregoing, (i) the restrictions on Association With a Covered Enterprise described in Paragraph 9(b)
will supersede the restrictions on Association With a Material Covered Enterprise described in this Appendix until the January 1
immediately preceding the applicable Delivery Date for your Supplemental RSUs and (ii) if your Base RSUs or Additional Base
RSUs become Vested by reason of Extended Absence or Retirement and are subject to forfeiture if you Associate With a Covered
Enterprise as described in Paragraph 11(a)(i), the restrictions on Association With a Covered Enterprise in Paragraph 11(a)(i) will
supersede the restrictions on Association With a Material Covered Enterprise described in this Appendix until the applicable
originally scheduled Vesting Date.
(i) “Associate With a Material Covered Enterprise” means that you (A) form, or acquire a 5% or greater equity
ownership, voting or profit participation interest in, any “Material Covered Enterprise” (as defined below) or (B) associate in any
capacity (including association as an officer, employee, partner, director, consultant, agent or advisor) with any Material Covered
Enterprise. Associate With a Material Covered Enterprise may include, as determined in the discretion of either the Committee or
the SIP Committee, (A) becoming the subject of any publicly available announcement or report of a pending or future association
with a Material Covered Enterprise and (B) unpaid associations, including an association in contemplation of future employment.
The term “Association With a Material Covered Enterprise” has its correlative meaning.
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(ii) The restriction described above on any Association With a Material Covered Enterprise will not apply if (A) the
Firm terminates your Employment solely by reason of a “downsizing” or the Firm characterizes your Employment termination as
“involuntary” or by “mutual agreement” (and, in each case, you have not engaged in conduct constituting Cause) and (B) you
execute a general waiver and release of claims and an agreement to pay any associated tax liability, in each case, in the form the
Firm prescribes.
(iii) “Material Covered Enterprise” means a Covered Enterprise that the Firm determines, in its sole discretion, to be
material.]
(b) A Loss Event Occurs Prior to Delivery. If a Loss Event occurs prior to the delivery of RSU Shares, your rights in respect
of all or a portion of your RSUs (whether or not Vested) which are scheduled to deliver on the next Delivery Date immediately
following the date that the Loss Event is identified (or, if not practicable, then the next following Delivery Date) will terminate,
and no RSU Shares will be delivered in respect of such RSUs.
(i) A “Loss Event” means (A) an annual pre-tax loss at GS Inc. or (B) annual negative revenues in one or more
reporting segments as disclosed in the Firm’s Form 10-K other than the Investing & Lending segment, or annual negative
revenues in the Investing & Lending segment of $5 billion or more, provided in either case that you are employed in a business
within such reporting segment.
(c) A Risk Event Occurs Prior to . If a Risk Event occurs prior to , (i) your rights in respect of all or
a portion of your RSUs (whether or not Vested) will terminate and no RSU Shares will be delivered in respect of such RSUs,
(ii) your rights to all or a portion of any Shares at Risk will terminate and such Shares at Risk will be cancelled and (iii) you will
be obligated immediately upon demand therefor to pay the Firm an amount not in excess of the greater of the Fair Market Value of
the RSU Shares (plus any dividend payments) delivered in respect of the Award (without reduction for any amount applied to
satisfy tax withholding or other obligations) determined as of (A) the date the Risk Event occurred and (B) the date that the
repayment request is made.
(i) A “Risk Event” means there occurs a loss of 5% or more of firmwide total capital from a reportable operational risk
event determined in accordance with the firmwide Reporting Operational Risk Events Policy.
(d) You Engage in Serious Misconduct Prior to . If you engage in Serious Misconduct during the period
beginning on the applicable Transferability Date through , you will be obligated immediately upon demand therefor to
pay the Firm an amount not in excess of the greater of the Fair Market Value of the RSU Shares (plus any dividend payments)
delivered in respect of the Award (without reduction for any amount applied to satisfy tax withholding or other obligations)
determined as of (i) the date the Serious Misconduct occurred and (ii) the date that the repayment request is made.
(i) “Serious Misconduct” means that you engage in conduct that the Firm reasonably considers, in its sole discretion,
to be misconduct sufficient to justify summary termination of employment under English law.
(e) A Supervised Employee Engages in Serious Misconduct. If the Committee determines that it is appropriate to hold you
accountable in whole or in part for Serious Misconduct related to compliance, control or risk that occurred during the Firm’s
fiscal year by a Supervised Employee, your rights in respect of all or a portion of your RSUs (whether or not Vested) will
terminate and no RSU Shares will be delivered in respect of such RSUs and your rights to all or a portion of any Shares at Risk
will terminate and such Shares at Risk will be cancelled.
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(i) “Supervised Employee” means an individual with respect to whom the Committee determines you had supervisory
responsibility as a result of direct or indirect reporting lines or your management responsibility for an office, division or business.
Notwithstanding any provision in the Plan, this Award Agreement or any other agreement or arrangement you may have with the Firm,
the parties agree that to the extent that there is any dispute arising out of or relating to the payment required by Paragraphs ([b][c]) and
([c][d]) of this Appendix (including your refusal to remit payment) the parties will submit to arbitration in accordance with Paragraph
16 of this Award Agreement and Section 3.17 of the Plan as the sole means of resolution of such dispute (including the recovery by the
Firm of the payment amount).]
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DEFINITIONS APPENDIX
The following capitalized terms are used in this Award Agreement with the following meanings:
(a) “409A Deferred Compensation” means a “deferral of compensation” or “deferred compensation” as those terms are defined in
the regulations under Section 409A.
(b) “Approved Termination” means that you are classified by the Firm as a “program analyst” or “fixed-term employee” and you
(i) successfully complete the analyst program or fixed-term engagement, as applicable and determined by the Firm in its sole discretion,
including remaining Employed through the completion date specified by the Firm, and (ii) terminate Employment immediately after the
completion date without any “stay-on” or other agreement or understanding to continue Employment with the Firm. If you agree to stay
with the Firm as an employee after your analyst program or fixed-term engagement ends and then later terminate Employment, you will
not have an Approved Termination.
(c) “Associate With a Covered Enterprise” means that you (i) form, or acquire a 5% or greater equity ownership, voting or profit
participation interest in, any Covered Enterprise or (ii) associate in any capacity (including association as an officer, employee, partner,
director, consultant, agent or advisor) with any Covered Enterprise. Associate With a Covered Enterprise may include, as determined in
the discretion of either the Committee or the SIP Committee, (i) becoming the subject of any publicly available announcement or report
of a pending or future association with a Covered Enterprise and (ii) unpaid associations, including an association in contemplation of
future employment. “Association With a Covered Enterprise” will have its correlative meaning.
(d) “Award Agreement” means the written document or documents by which each Award is evidenced, including any Award
Statement or any related signature card.
(e) “Conflicted Employment” means your employment at any U.S. Federal, state or local government, any non-U.S. government,
any supranational or international organization, any self-regulatory organization, or any agency or instrumentality of any such
government or organization, or any other employer (other than an “Accounting Firm” within the meaning of SEC Rule 2-01(f)(2) of
Regulation S-X or any successor thereto) determined by the Committee, if, as a result of such employment, your continued holding of
any Outstanding RSUs and Shares at Risk would result in an actual or perceived conflict of interest.
(f) “Covered Enterprise” means a Competitive Enterprise and any other existing or planned business enterprise that: (i) offers,
holds itself out as offering or reasonably may be expected to offer products or services that are the same as or similar to those offered by
the Firm or that the Firm reasonably expects to offer (“Firm Products or Services”) or (ii) engages in, holds itself out as engaging in or
reasonably may be expected to engage in any other activity that is the same as or similar to any financial activity engaged in by the Firm
or in which the Firm reasonably expects to engage (“Firm Activities”). For the avoidance of doubt, Firm Activities include any activity
that requires the same or similar skills as any financial activity engaged in by the Firm or in which the Firm reasonably expects to
engage, irrespective of whether any such financial activity is in furtherance of an advisory, agency, proprietary or fiduciary undertaking.
The enterprises covered by this definition include enterprises that offer, hold themselves out as offering or reasonably may
be expected to offer Firm Products or Services, or engage in, hold themselves out as engaging in or reasonably may be expected to
engage in Firm Activities directly, as well as those that do so indirectly by ownership or control (e.g., by owning, being owned by or by
being
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under common ownership with an enterprise that offers, holds itself out as offering or reasonably may be expected to offer Firm
Products or Services or that engages in, holds itself out as engaging in or reasonably may be expected to engage in Firm Activities). The
definition of Covered Enterprise includes, solely by way of example, any enterprise that offers, holds itself out as offering or reasonably
may be expected to offer any product or service, or engages in, holds itself out as engaging in or reasonably may be expected to engage
in any activity, in any case, associated with investment banking; public or private finance; lending; financial advisory services; private
investing for anyone other than you or your family members (including, for the avoidance of doubt, any type of proprietary investing or
trading); private wealth management; private banking; consumer, digital or commercial banking; merchant banking; asset, portfolio or
hedge fund management; insurance or reinsurance underwriting or brokerage; property management; or securities, futures,
commodities, energy, derivatives, currency or digital asset brokerage, sales, lending, custody, clearance, settlement or trading. An
enterprise that offers, holds itself out as offering or reasonably may be expected to offer Firm Products or Services, or engages in, holds
itself out as engaging in or reasonably may be expected to engage in Firm Activities is a Covered Enterprise, irrespective of whether
the enterprise is a customer, client or counterparty of the Firm and, because the Firm is a global enterprise, irrespective of
where the Covered Enterprise is physically located.
(g) “Failed to Consider Risk” means that you participated in the structuring or marketing of any product or service, or participated
on behalf of the Firm or any of its 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 you have improperly analyzed such
risk or where you have failed sufficiently to raise concerns about such risk) and, as a result of such action or omission, the Committee
determines there has been, or reasonably could be expected to be, a material adverse impact on the Firm, your business unit or the
broader financial system.
(h) “January Transferability Date” means the first trading day in a Window Period that occurs in , or if no
Window Period occurs in , the first trading day of the first Window Period following thereafter.
(i) “ -Month Transferability Date” means the first trading day in a Window Period that occurs on or after the -month
anniversary of the Delivery Date.
(j) “Qualifying Termination After a Change in Control” means that the Firm terminates your Employment other than for Cause or
you terminate your Employment for Good Reason, in each case, within 18 months following a Change in Control.
(k) “SEC” means the U.S. Securities and Exchange Commission.
(l) “Selected Firm Personnel” means any individual who is or in the three months preceding the conduct prohibited by Paragraph 9
(c)(i) was (i) a Firm employee or consultant with whom you personally worked while employed by the Firm, (ii) a Firm employee or
consultant who, at any time during the year preceding the date of the termination of your Employment, worked in the same division in
which you worked or (iii) an Advisory Director, a Managing Director or a Senior Advisor of the Firm.
(m) “Shares at Risk” means RSU Shares subject to Transfer Restrictions.
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The following capitalized terms are used in this Award Agreement with the meanings that are assigned to them in the Plan.
(a) “Account” means any brokerage account, custody account or similar account, as approved or required by GS Inc. from time to
time, into which shares of Common Stock, cash or other property in respect of an Award are delivered.
(b) “Award Statement” means a written statement that reflects certain Award terms.
(c) “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in New York City are
authorized or obligated by Federal law or executive order to be closed.
(d) “Cause” means (i) the Grantee’s conviction, whether following trial or by plea of guilty or nolo contendere (or similar plea), in
a criminal proceeding (A) on a misdemeanor charge involving fraud, false statements or misleading omissions, wrongful taking,
embezzlement, bribery, forgery, counterfeiting or extortion, or (B) on a felony charge, or (C) on an equivalent charge to those in clauses
(A) and (B) in jurisdictions which do not use those designations, (ii) the Grantee’s engaging in any conduct which constitutes an
employment disqualification under applicable law (including statutory disqualification as defined under the Exchange Act), (iii) the
Grantee’s willful failure to perform the Grantee’s duties to the Firm, (iv) the Grantee’s violation of any securities or commodities laws,
any rules or regulations issued pursuant to such laws, or the rules and regulations of any securities or commodities exchange or
association of which the Firm is a member, (v) the Grantee’s violation of any Firm policy concerning hedging or pledging or
confidential or proprietary information, or the Grantee’s material violation of any other Firm policy as in effect from time to time,
(vi) the Grantee’s engaging in any act or making any statement which impairs, impugns, denigrates, disparages or negatively reflects
upon the name, reputation or business interests of the Firm or (vii) the Grantee’s engaging in any conduct detrimental to the Firm. The
determination as to whether Cause has occurred shall be made by the Committee in its sole discretion and, in such case, the Committee
also may, but shall not be required to, specify the date such Cause occurred (including by determining that a prior termination of
Employment was for Cause). Any rights the Firm may have hereunder and in any Award Agreement in respect of the events giving rise
to Cause shall be in addition to the rights the Firm may have under any other agreement with a Grantee or at law or in equity.
(e) “Change in Control” means the consummation of a merger, consolidation, statutory share exchange or similar form of
corporate transaction involving GS Inc. (a “Reorganization”) or sale or other disposition of all or substantially all of GS Inc.’s assets to
an entity that is not an affiliate of GS Inc. (a “Sale”), that in each case requires the approval of GS Inc.’s shareholders under the law of
GS Inc.’s jurisdiction of organization, whether for such Reorganization or Sale (or the issuance of securities of GS Inc. in such
Reorganization or Sale), unless immediately following such Reorganization or Sale, either: (i) at least 50% of the total voting power (in
respect of the election of directors, or similar officials in the case of an entity other than a corporation) of (A) the entity resulting from
such Reorganization, or the entity which has acquired all or substantially all of the assets of GS Inc. in a Sale (in either case, the
“Surviving Entity”), or (B) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership (within the
meaning of Rule 13d-3 under the Exchange Act, as such Rule is in effect on the date of the adoption of the 1999 SIP) of 50% or more of
the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the
Surviving Entity (the “Parent Entity”) is represented by GS Inc.’s securities (the “GS Inc. Securities”) that were outstanding
immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which such GS Inc. Securities were
converted pursuant to such Reorganization or Sale) or (ii) at least 50% of the members of the board of directors (or similar officials in
the case of an entity other than a
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corporation) of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) following the consummation of the
Reorganization or Sale were, at the time of the Board’s approval of the execution of the initial agreement providing for such
Reorganization or Sale, individuals (the “Incumbent Directors”) who either (A) were members of the Board on the Effective Date or
(B) became directors subsequent to the Effective Date and whose election or nomination for election was approved by a vote of at least
two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of GS Inc.’s proxy statement in which
such persons are named as nominees for director).
(f) “Client” means any client or prospective client of the Firm to whom the Grantee provided services, or for whom the Grantee
transacted business, or whose identity became known to the Grantee in connection with the Grantee’s relationship with or employment
by the Firm.
(g) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the applicable rulings and regulations
thereunder.
(h) “Committee” means the committee appointed by the Board to administer the Plan pursuant to Section 1.3, and, to the extent
the Board determines it is appropriate for the compensation realized from Awards under the Plan to be considered “performance based”
compensation under Section 162(m) of the Code, shall be a committee or subcommittee of the Board composed of two or more
members, each of whom is an “outside director” within the meaning of Code Section 162(m), and which, to the extent the Board
determines it is appropriate for Awards under the Plan to qualify for the exemption available under Rule 16b-3(d)(1) or Rule 16b-3(e)
promulgated under the Exchange Act, shall be a committee or subcommittee of the Board composed of two or more members, each of
whom is a “non-employee director” within the meaning of Rule 16b-3. Unless otherwise determined by the Board, the Committee shall
be the Compensation Committee of the Board.
(i) “Common Stock” means common stock of GS Inc., par value $0.01 per share.
(j) “Competitive Enterprise” means an existing or planned business enterprise that (i) engages, or may reasonably be expected to
engage, in any activity, (ii) owns or controls, or may reasonably be expected to own or control, a significant interest in or (iii) is, or may
reasonably be expected to be, owned by, or a significant interest in which is, or may reasonably expected to be, owned or controlled by,
any entity that engages in any activity that, in any case, competes or will compete anywhere with any activity in which the Firm is
engaged. The activities covered by this definition include, without limitation, financial services such as investment banking, public or
private finance, lending, financial advisory services, private investing (for anyone other than the Grantee and members of the Grantee’s
family), merchant banking, asset or hedge fund management, insurance or reinsurance underwriting or brokerage, property
management, or securities, futures, commodities, energy, derivatives or currency brokerage, sales, lending, custody, clearance,
settlement or trading.
(k) “Covered Person” means a member of the Board or the Committee or any employee of the Firm.
(l) “Date of Grant” means the date specified in the Grantee’s Award Agreement as the date of grant of the Award.
(m) “Delivery Date” means each date specified in the Grantee’s Award Agreement as a delivery date, provided, unless the
Committee determines otherwise, such date is during a Window Period or, if such date is not during a Window Period, the first trading
day of the first Window Period beginning after such date.
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(n) “Dividend Equivalent Right” means a dividend equivalent right granted under the Plan, which represents an unfunded and
unsecured promise to pay to the Grantee amounts equal to all or any portion of the regular cash dividends that would be paid on shares
of Common Stock covered by an Award if such shares had been delivered pursuant to an Award.
(o) “Employment” means the Grantee’s performance of services for the Firm, as determined by the Committee. The terms
“employ” and “employed” shall have their correlative meanings. The Committee in its sole discretion may determine (i) whether and
when a Grantee’s leave of absence results in a termination of Employment (for this purpose, unless the Committee determines
otherwise, a Grantee shall be treated as terminating Employment with the Firm upon the occurrence of an Extended Absence), (ii)
whether and when a change in a Grantee’s association with the Firm results in a termination of Employment and (iii) the impact, if any,
of any such leave of absence or change in association on Awards theretofore made. Unless expressly provided otherwise, any references
in the Plan or any Award Agreement to a Grantee’s Employment being terminated shall include both voluntary and involuntary
terminations.
(p) “Extended Absence” means the Grantee’s inability to perform for six (6) continuous months, due to illness, injury or
pregnancy-related complications, substantially all the essential duties of the Grantee’s occupation, as determined by the Committee.
(q) “Firm” means GS Inc. and its subsidiaries and affiliates.
(r) “Good Reason” means, in connection with a termination of employment by a Grantee following a Change in Control, (a) as
determined by the Committee, a materially adverse alteration in the Grantee’s position or in the nature or status of the Grantee’s
responsibilities from those in effect immediately prior to the Change in Control or (b) the Firm’s requiring the Grantee’s principal place
of Employment to be located more than seventy-five (75) miles from the location where the Grantee is principally Employed at the time
of the Change in Control (except for required travel on the Firm’s business to an extent substantially consistent with the Grantee’s
customary business travel obligations in the ordinary course of business prior to the Change in Control).
(s) “Grantee” means a person who receives an Award.
(t) “GS Inc.” means The Goldman Sachs Group, Inc., and any successor thereto.
(u) “Outstanding” means any Award to the extent it has not been forfeited, cancelled, terminated, exercised or with respect to
which the shares of Common Stock underlying the Award have not been previously delivered or other payments made.
(v) “Retirement” means termination of the Grantee’s Employment (other than for Cause) on or after the Date of Grant at a time
when (i) (A) the sum of the Grantee’s age plus years of service with the Firm (as determined by the Committee in its sole discretion)
equals or exceeds 60 and (B) the Grantee has completed at least 10 years of service with the Firm (as determined by the Committee in
its sole discretion) or, if earlier, (ii) (A) the Grantee has attained age 50 and (B) the Grantee has completed at least five years of service
with the Firm (as determined by the Committee in its sole discretion).
(w) “RSU” means a restricted stock unit Award granted under the Plan, which represents an unfunded and unsecured promise to
deliver shares of Common Stock in accordance with the terms of the RSU Award Agreement.
(x) “RSU Shares” means shares of Common Stock that underlie an RSU.
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(y) “Section 409A” means Section 409A of the Code, including any amendments or successor provisions to that Section and any
regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted
through further administrative guidance.
(z) “SIP Administrator” means each person designated by the Committee as a “SIP Administrator” with the authority to perform
day-to-day administrative functions for the Plan.
(aa) “SIP Committee” means the persons who have been delegated certain authority under the Plan by the Committee.
(bb) “Solicit” means any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting,
advising, encouraging or requesting any person or entity, in any manner, to take or refrain from taking any action.
(cc) “Transfer Restrictions” means restrictions that prohibit the sale, exchange, transfer, assignment, pledge, hypothecation,
fractionalization, hedge or other disposal (including through the use of any cash-settled instrument), whether voluntarily or involuntarily
by the Grantee, of an Award or any shares of Common Stock, cash or other property delivered in respect of an Award.
(dd) “Transferability Date” means the date Transfer Restrictions on a Restricted Share will be released. Within 30 Business Days
after the applicable Transferability Date, GS Inc. shall take, or shall cause to be taken, such steps as may be necessary to remove
Transfer Restrictions.
(ee) “Vested” means, with respect to an Award, the portion of the Award that is not subject to a condition that the Grantee remain
actively employed by the Firm in order for the Award to remain Outstanding. The fact that an Award becomes Vested shall not mean or
otherwise indicate that the Grantee has an unconditional or nonforfeitable right to such Award, and such Award shall remain subject to
such terms, conditions and forfeiture provisions as may be provided for in the Plan or in the Award Agreement.
(ff) “Vesting Date” means each date specified in the Grantee’s Award Agreement as a date on which part or all of an Award
becomes Vested.
(gg) “Window Period” means a period designated by the Firm during which all employees of the Firm are permitted to purchase or
sell shares of Common Stock (provided that, if the Grantee is a member of a designated group of employees who are subject to different
restrictions, the Window Period may be a period designated by the Firm during which an employee of the Firm in such designated
group is permitted to purchase or sell shares of Common Stock).
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THE GOLDMAN SACHS GROUP, INC.
YEAR-END SHORT-TERM RSU AWARD
EXHIBIT 10.51
This Award Agreement, together with The Goldman Sachs Amended and Restated Stock Incentive Plan (2015) (the “Plan”),
governs your year-end award of Short-Term RSUs (your “Award”). You should read carefully this entire Award
Agreement, which includes the Award Statement, any attached Appendix and the signature card.
ACCEPTANCE
1. You Must Decide Whether to Accept this Award Agreement. To be eligible to receive your Award, you must by the date
specified (a) open and activate an Account and (b) agree to all the terms of your Award by executing the related signature card
in accordance with its instructions. By executing the signature card, you confirm your agreement to all of the terms of this
Award Agreement, including the arbitration and choice of forum provisions in Paragraph 14.
DOCUMENTS THAT GOVERN YOUR AWARD; DEFINITIONS
2. The Plan. Your Award is granted under the Plan, and the Plan’s terms apply to, and are a part of, this Award Agreement.
3. Your Award Statement. The Award Statement delivered to you contains some of your Award’s specific terms. For example, it
contains the number of Short-Term RSUs awarded to you and the Delivery Date.
4. Definitions. Capitalized terms are defined in the Definitions Appendix, which also includes terms that are defined in the Plan.
VESTING OF YOUR RSUS
5. Vesting. All of your Short-Term RSUs are Vested. When an RSU is Vested, it means only that your continued active
Employment is not required for delivery of that portion of RSU Shares. Vesting does not mean you have a non-forfeitable right to
the Vested portion of your Award. The terms of this Award Agreement (including conditions to delivery) continue to apply to
Vested Short-Term RSUs, and you can still forfeit Vested Short-Term RSUs and any RSU Shares.
DELIVERY OF YOUR RSU SHARES
6. Delivery. Reasonably promptly (but no more than 30 Business Days) after each Delivery Date listed on your Award Statement,
RSU Shares (less applicable withholding as described in Paragraph 11(a)) will be delivered (by book entry credit to your Account) in
respect of the amount of Outstanding Short-Term RSUs listed next to that date. The Committee or the SIP Committee may select
multiple dates within the 30-Business-Day period following the Delivery Date to deliver RSU Shares in respect of all or a portion of the
Short-Term RSUs with the same Delivery Date listed on the Award Statement, and all such dates will be treated as a single Delivery
Date for purposes of this Award. Until such delivery, you have only the rights of a general unsecured creditor, and no rights as a
shareholder of GS Inc. Without limiting the Committee’s authority under Section 1.3.2(h) of the Plan, the Firm may accelerate any
Delivery Date by up to 30 days.
DIVIDENDS
7. Dividend Equivalent Rights and Dividends. Each Short-Term RSU includes a Dividend Equivalent Right, which entitles you
to receive an amount (less applicable withholding), at or after the time of distribution of any regular cash dividend paid by GS Inc. in
respect of a share of Common Stock, equal to any regular cash dividend payment that would have been made in respect of an RSU
Share underlying your Outstanding Short-Term RSUs for any record date that occurs on or after the Date of Grant.
FORFEITURE OF YOUR AWARD
8. How You May Forfeit Your Award. This Paragraph 8 sets forth the events that result in forfeiture of up to all of your Short-
Term RSUs and may require repayment to the Firm of up to all other amounts previously delivered or paid to you under your Award in
accordance with Paragraph 9. More than one event may apply, and in no case will the occurrence of one event limit the forfeiture and
repayment obligations as a result of the occurrence of any other event. In addition, the Firm reserves the right to (a) suspend payments
under Dividend Equivalent Rights or delivery of RSU Shares, (b) deliver any RSU Shares, dividends or payments under Dividend
Equivalent Rights into an escrow account in accordance with Paragraph 11(f)(v) or (c) apply Transfer Restrictions to any RSU Shares in
connection with any investigation of whether any of the events that result in forfeiture under the Plan or this Paragraph 8 have occurred.
Paragraph 10 (relating to certain circumstances under which delivery may be accelerated) provides for exceptions to one or more
provisions of this Paragraph 8. [The Code Staff Forfeiture and Repayment Appendix supplements this Paragraph 8 and sets forth
additional events that result in forfeiture of up to all of your Short-Term RSUs and may require repayment to the Firm as described in
Paragraph 9 and the Appendix.]
(a) Short-Term RSUs Forfeited Upon Certain Events. If any of the following occurs, your rights to all of your Outstanding
Short-Term RSUs will terminate, and no RSU Shares will be delivered in respect of such RSUs, as may be further described
below:
(i) You Failed to Consider Risk. You Failed to Consider Risk during the Firm’s
fiscal year.
(ii) Your Conduct Constitutes Cause. Any event that constitutes Cause [(including, for the avoidance of doubt, “Serious
Misconduct” as defined in the Code Staff Forfeiture and Repayment Appendix)] has occurred before the Delivery Date.
(iii) You Do Not Meet Your Obligations to the Firm. The Committee determines that, before the Delivery Date, you
failed to meet, in any respect, any obligation under any agreement with the Firm, or any agreement entered into in connection with
your Employment or this Award, including the Firm’s notice period requirement applicable to you, any offer letter, employment
agreement or any shareholders’ agreement relating to the Firm. Your failure to pay or reimburse the Firm, on demand, for any
amount you owe to the Firm will constitute (A) failure to meet an obligation you have under an agreement, regardless of whether
such obligation arises under a written agreement, and/or (B) a material violation of Firm policy constituting Cause.
(iv) You Do Not Provide Timely Certifications or Comply with Your Certifications. You fail to certify to GS Inc. that
you have complied with all of the terms of the Plan and this Award Agreement, or the Committee determines that you have failed
to comply with a term of the Plan or this Award Agreement to which you have certified compliance.
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(v) You Do Not Follow Dispute Resolution/Arbitration Procedures. You attempt to have any dispute under the Plan or
this Award Agreement resolved in any manner that is not provided for by Paragraph 14 or Section 3.17 of the Plan, or you attempt
to arbitrate a dispute without first having exhausted your internal administrative remedies in accordance with Paragraph 13(f)(viii).
(vi) You Bring an Action that Results in a Determination that Any Award Agreement Term Is Invalid. As a result of
any action brought by you, it is determined that any term of this Award Agreement is invalid.
(vii) You Receive Compensation in Respect of Your Award from Another Employer. Your Employment terminates for
any reason or you otherwise are no longer actively employed with the Firm and another entity grants you cash, equity or other
property (whether vested or unvested) to replace, substitute for or otherwise in respect of any Outstanding Short-Term RSUs;
provided, however, that your rights will only be terminated in respect of the Short-Term RSUs that are replaced, substituted for or
otherwise considered by such other entity in making its grant.
REPAYMENT OF YOUR AWARD
9. When You May Be Required to Repay Your Award. If the Committee determines that any term of this Award was not
satisfied, you will be required, immediately upon demand therefor, to repay to the Firm the following:
(a) Any RSU Shares for which the terms (including the terms for delivery) of the related Short-Term RSUs were not
satisfied, in accordance with Section 2.6.3 of the Plan.
(b) Any payments under Dividend Equivalent Rights for which the terms were not satisfied (including any such payments
made in respect of Short-Term RSUs that are forfeited or RSU Shares that are cancelled or required to be repaid), in accordance
with Section 2.8.4 of the Plan.
(c) Any dividends paid in respect of any RSU Shares that are cancelled or required to be repaid.
(d) Any amount applied to satisfy tax withholding or other obligations with respect to any Short-Term RSU, RSU Shares,
dividend payments and payments under Dividend Equivalent Rights that are forfeited or required to be repaid.
EXCEPTIONS TO THE DELIVERY DATE
10. Accelerated Delivery in the Event of a Qualifying Termination After a Change in Control, Conflicted Employment or
Death. In the event of your Qualifying Termination After a Change in Control, Conflicted Employment or death, each as described
below, your Outstanding Short-Term RSUs will be treated as described in this Paragraph 10, and, except as set forth in Paragraph 10(a),
all other terms of this Award Agreement, including the other forfeiture and repayment events in Paragraphs 8 and 9, continue to apply.
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(a) You Have a Qualifying Termination After a Change in Control. If your Employment terminates when you meet the
requirements of a Qualifying Termination After a Change in Control, the RSU Shares underlying your Outstanding Short-Term
RSUs will be delivered. In addition, the forfeiture events in Paragraph 8 will not apply to your Award.
(b) You Are Determined to Have Accepted Conflicted Employment.
(i) Generally. Notwithstanding anything to the contrary in the Plan or otherwise, for purposes of this Award Agreement,
“Conflicted Employment” means your employment at any U.S. Federal, state or local government, any non-U.S. government, any
supranational or international organization, any self-regulatory organization, or any agency or instrumentality of any such
government or organization, or any other employer (other than an “Accounting Firm” within the meaning of SEC Rule 2-01(f)(2)
of Regulation S-X or any successor thereto) determined by the Committee, if, as a result of such employment, your continued
holding of any Outstanding Short-Term RSUs would result in an actual or perceived conflict of interest. If your Employment
terminates solely because you resign to accept Conflicted Employment or if, following your termination of Employment, you
notify the Firm that you are accepting Conflicted Employment, RSU Shares will be delivered in respect of your Outstanding
Short-Term RSUs (including in the form of cash as described in Paragraph 11(b)) as soon as practicable after the Committee has
received satisfactory documentation relating to your Conflicted Employment.
(ii) You May Have to Take Other Steps to Address Conflicts of Interest. The Committee retains the authority to
exercise its rights under the Award Agreement or the Plan (including Section 1.3.2 of the Plan) to take or require you to take other
steps it determines in its sole discretion to be necessary or appropriate to cure an actual or perceived conflict of interest (which
may include a determination that the accelerated delivery described in Paragraph 10(b)(i) will not apply because such actions are
not necessary or appropriate to cure an actual or perceived conflict of interest).
(c) Death. If you die, the RSU Shares underlying your Outstanding Short-Term RSUs will be delivered to the representative
of your estate as soon as practicable after the date of death and after such documentation as may be requested by the Committee is
provided to the Committee.
OTHER TERMS, CONDITIONS AND AGREEMENTS
11. Additional Terms, Conditions and Agreements.
(a) You Must Satisfy Applicable Tax Withholding Requirements. Delivery of RSU Shares is conditioned on your satisfaction
of any applicable withholding taxes in accordance with Section 3.2 of the Plan, which includes the Firm deducting or withholding
amounts from any payment or distribution to you (which, notwithstanding Section 3.2.2 of the Plan, may exceed the statutory
minimum rate if and to the extent determined by the Committee or the SIP Committee). In addition, to the extent permitted by
applicable law, the Firm, in its sole discretion, may require you to provide amounts equal to all or a portion of any Federal, state,
local, foreign or other tax obligations imposed on you or the Firm in connection with the grant or delivery of this Award by
requiring you to choose between remitting the amount (i) in cash (or through payroll deduction or otherwise) or (ii) in the form of
proceeds from the Firm’s executing a sale of RSU Shares delivered to you under this Award. In addition, if you are an individual
with separate employment contracts (at any time during and/or after the Firm’s
fiscal year), the Firm, in its sole discretion,
may require you to provide for a reserve in an amount the Firm determines is advisable or necessary in connection with any actual,
anticipated or potential tax consequences
- 4 -
related to your separate employment contracts by requiring you to choose between remitting such amount (i) in cash (or through
payroll deduction or otherwise) or (ii) in the form of proceeds from the Firm’s executing a sale of shares of Common Stock
delivered to you pursuant to this Award (or any other Outstanding awards granted under the Plan or any predecessor or successor
plan thereto). In no event, however, does this Paragraph 11(a) give you any discretion to determine or affect the timing of the
delivery of RSU Shares or the timing of payment of tax obligations.
(b) Firm May Deliver Cash or Other Property Instead of RSU Shares. In accordance with Section 1.3.2(i) of the Plan, in the
sole discretion of the Committee, in lieu of all or any portion of the RSU Shares, the Firm may deliver cash, other securities, other
awards under the Plan or other property, and all references in this Award Agreement to deliveries of RSU Shares will include such
deliveries of cash, other securities, other awards under the Plan or other property.
(c) Amounts May Be Rounded to Avoid Fractional Shares. RSU Shares that become deliverable on a Delivery Date may, in
each case, be rounded to avoid fractional Shares.
(d) You May Be Required to Become a Party to the Shareholders’ Agreement. Your rights to your Short-Term RSUs are
conditioned on your becoming a party to any shareholders’ agreement to which other similarly situated employees (e.g.,
employees with a similar title or position) of the Firm are required to be a party.
(e) Firm May Affix Legends and Place Stop Orders on Restricted RSU Shares. GS Inc. may affix to Certificates representing
RSU Shares any legend that the Committee determines to be necessary or advisable (including to reflect any restrictions to which
you may be subject under a separate agreement). GS Inc. may advise the transfer agent to place a stop order against any legended
RSU Shares.
(f) You Agree to Certain Consents, Terms and Conditions. By accepting this Award you understand and agree that:
(i) You Agree to Certain Consents as a Condition to the Award. You have expressly consented to all of the items listed
in Section 3.3.3(d) of the Plan, including the Firm’s supplying to any third-party recordkeeper of the Plan or other person such
personal information of yours as the Committee deems advisable to administer the Plan, and you agree to provide any additional
consents that the Committee determines to be necessary or advisable;
(ii) You Are Subject to the Firm’s Policies, Rules and Procedures. You are subject to the Firm’s policies in effect from
time to time concerning trading in RSU Shares and hedging or pledging RSU Shares and equity-based compensation or other
awards (including, without limitation, the Firm’s “Policies with Respect to Personal Transactions Involving GS Securities and GS
Equity Awards” or any successor policies), and confidential or proprietary information, and you will effect sales of RSU Shares in
accordance with such rules and procedures as may be adopted from time to time (which may include, without limitation,
restrictions relating to the timing of sale requests, the manner in which sales are executed, pricing method, consolidation or
aggregation of orders and volume limits determined by the Firm);
(iii) You Are Responsible for Costs Associated with Your Award. You will be responsible for all brokerage costs and
other fees or expenses associated with your Short-Term RSUs, including those related to the sale of RSU Shares;
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(iv) You Will Be Deemed to Represent Your Compliance with All the Terms of Your Award if You Accept Delivery
of, or Sell, RSU Shares. You will be deemed to have represented and certified that you have complied with all of the terms of the
Plan and this Award Agreement when RSU Shares are delivered to you, and you receive payment in respect of Dividend
Equivalent Rights;
(v) Firm May Deliver Your Award into an Escrow Account. The Firm may establish and maintain an escrow account
on such terms (which may include your executing any documents related to, and your paying for any costs associated with, such
account) as it may deem necessary or appropriate, and the delivery of RSU Shares or the payment of cash (including dividends
and payments under Dividend Equivalent Rights) or other property may initially be made into and held in that escrow account
until such time as the Committee has received such documentation as it may have requested or until the Committee has
determined that any other conditions or restrictions on delivery of RSU Shares, cash or other property required by this Award
Agreement have been satisfied;
(vi) You May Be Required to Certify Compliance with Award Terms; You Are Responsible for Providing the Firm
with Updated Address and Contact Information After Your Departure from the Firm. If your Employment terminates while you
continue to hold Short-Term RSUs, from time to time, you may be required to provide certifications of your compliance with all
of the terms of the Plan and this Award Agreement as described in Paragraph 8(a)(iv). You understand and agree that (A) your
address on file with the Firm at the time any certification is required will be deemed to be your current address, (B) it is your
responsibility to inform the Firm of any changes to your address to ensure timely receipt of the certification materials, (C) you are
responsible for contacting the Firm to obtain such certification materials if not received and (D) your failure to return properly
completed certification materials by the specified deadline (which includes your failure to timely return the completed certification
because you did not provide the Firm with updated contact information) will result in the forfeiture of all of your Short-Term
RSUs and subject previously delivered amounts to repayment under Paragraph 8(a)(iv);
(vii) You Must Comply with Applicable Deadlines and Procedures to Appeal Determinations Made by the Committee,
the SIP Committee or SIP Administrators. If you disagree with a determination made by the Committee, the SIP Committee, the
SIP Administrators, or any of their delegates or designees and you wish to appeal such determination, you must submit a written
request to the SIP Committee for review within 180 days after the determination at issue. You must exhaust your internal
administrative remedies (i.e., submit your appeal and wait for resolution of that appeal) before seeking to resolve a dispute through
arbitration pursuant to Paragraph 14 and Section 3.17 of the Plan; and
(viii) You Agree that Covered Persons Will Not Have Liability. In addition to and without limiting the generality of the
provisions of Section 1.3.5 of the Plan, neither the Firm nor any Covered Person will have any liability to you or any other person
for any action taken or omitted in respect of this or any other Award.
12. Non-transferability. Except as otherwise may be provided in this Paragraph 12 or as otherwise may be provided by the
Committee, the limitations on transferability set forth in Section 3.5 of the Plan will apply to this Award. Any purported transfer or
assignment in violation of the provisions of this Paragraph 12 or Section 3.5 of the Plan will be void. The Committee may adopt
procedures pursuant to which some or all recipients of Short-Term RSUs may transfer some or all of their Short-Term RSUs through a
gift for no consideration to any immediate family member, a trust or other estate planning vehicle approved by the Committee or SIP
Committee in which the recipient and/or the recipient’s immediate family members in the aggregate have 100% of the beneficial
interest.
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13. Right of Offset. Except as provided in Paragraph 16(h), the obligation to deliver RSU Shares or to make payments under
Dividend Equivalent Rights under this Award Agreement is subject to Section 3.4 of the Plan, which provides for the Firm’s right to
offset against such obligation any outstanding amounts you owe to the Firm and any amounts the Committee deems appropriate
pursuant to any tax equalization policy or agreement.
ARBITRATION, CHOICE OF FORUM AND GOVERNING LAW
14. Arbitration; Choice of Forum.
(a) BY ACCEPTING THIS AWARD, YOU ARE INDICATING THAT YOU UNDERSTAND AND AGREE THAT THE ARBITRATION
AND CHOICE OF FORUM PROVISIONS SET FORTH IN SECTION 3.17 OF THE PLAN WILL APPLY TO THIS AWARD. THESE
PROVISIONS, WHICH ARE EXPRESSLY INCORPORATED HEREIN BY REFERENCE, PROVIDE AMONG OTHER THINGS THAT
ANY DISPUTE, CONTROVERSY OR CLAIM BETWEEN THE FIRM AND YOU ARISING OUT OF OR RELATING TO OR
CONCERNING THE PLAN OR THIS AWARD AGREEMENT WILL BE FINALLY SETTLED BY ARBITRATION IN NEW YORK CITY,
PURSUANT TO THE TERMS MORE FULLY SET FORTH IN SECTION 3.17 OF THE PLAN; PROVIDED THAT NOTHING HEREIN
SHALL PRECLUDE YOU FROM FILING A CHARGE WITH OR PARTICIPATING IN ANY INVESTIGATION OR PROCEEDING
CONDUCTED BY ANY GOVERNMENTAL AUTHORITY, INCLUDING BUT NOT LIMITED TO THE SEC AND THE EQUAL
EMPLOYMENT OPPORTUNITY COMMISSION.
(b) To the fullest extent permitted by applicable law, no arbitrator will have the authority to consider class, collective or
representative claims, to order consolidation or to join different claimants or grant relief other than on an individual basis to the
individual claimant involved.
(c) Notwithstanding any applicable forum rules to the contrary, to the extent there is a question of enforceability of this
Award Agreement arising from a challenge to the arbitrator’s jurisdiction or to the arbitrability of a claim, it will be decided by a
court and not an arbitrator.
(d) All references to the New York Stock Exchange in Section 3.17 of the Plan will be read as references to the Financial
Industry Regulatory Authority.
(e) The Federal Arbitration Act governs interpretation and enforcement of all arbitration provisions under the Plan and this
Award Agreement, and all arbitration proceedings thereunder.
(f) Nothing in this Award Agreement creates a substantive right to bring a claim under U.S. Federal, state, or local
employment laws.
(g) By accepting your Award, you irrevocably appoint each General Counsel of GS Inc., or any person whom the General
Counsel of GS Inc. designates, as your agent for service of process in connection with any suit, action or proceeding arising out of
or relating to or concerning the Plan or any Award which is not arbitrated pursuant to the provisions of Section 3.17.1 of the Plan,
who shall promptly advise you of any such service of process.
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(h) To the fullest extent permitted by applicable law, no arbitrator will have the authority to consider any claim as to which
you have not first exhausted your internal administrative remedies in accordance with Paragraph 11(f)(vii).
15. Governing Law. THIS AWARD WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
CERTAIN TAX PROVISIONS
16. Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 16 apply to you only if
you are a U.S. taxpayer.
(a) This Award Agreement and the Plan provisions that apply to this Award are intended and will be construed to comply
with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, 409A Deferred
Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions. The Committee will have
full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential
inconsistency between the provisions of the Plan (including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the
provisions of this Award Agreement will govern, and in the case of any conflict or potential inconsistency between this Paragraph
16 and the other provisions of this Award Agreement, this Paragraph 16 will govern.
(b) Delivery of RSU Shares will not be delayed beyond the date on which all applicable conditions or restrictions on delivery
of RSU Shares required by this Agreement (including those specified in Paragraphs 6, 10(c) and 11 and the consents and other
items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the
requirements for short-term deferral treatment under Section 409A, delivery for such portion will occur by the March 15
coinciding with the last day of the applicable “short-term deferral” period described in Reg. 1.409A-1(b)(4) in order for the
delivery of RSU Shares to be within the short-term deferral exception unless, in order to permit all applicable conditions or
restrictions on delivery to be satisfied, the Committee elects, pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be
permitted in accordance with Section 409A, to delay delivery of RSU Shares to a later date within the same calendar year or to
such later date as may be permitted under Section 409A, including Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the
Plan pertaining to Code Section 162(m)) and Reg. 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of
installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a
right to a series of separate payments and not as a right to a single payment.
(c) Notwithstanding the provisions of Paragraph 11(b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply
with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your Short-Term RSUs
will not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on
which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU Shares that
would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg.
1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including and to the extent applicable, the subsequent
election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)).
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(d) Notwithstanding the timing provisions of Paragraph 10(c), the delivery of RSU Shares referred to therein will be made
after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under
Section 409A).
(e) The timing of delivery or payment pursuant to Paragraph 10(a) will occur on the earlier of (i) the Delivery Date or (ii) a
date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a
“specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery will occur on the
earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is
six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the
next Window Period). For purposes of Paragraph 10(a), references in this Award Agreement to termination of Employment mean
a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the
Firm in accordance with Section 409A).
(f) Notwithstanding any provision of Paragraph 7 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights
with respect to each of your Outstanding Short-Term RSUs will be paid to you within the calendar year that includes the date of
distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a share of Common Stock the record date
for which occurs on or after the Date of Grant. The payment will be in an amount (less applicable withholding) equal to such
regular dividend payment as would have been made in respect of the RSU Shares underlying such Outstanding Short-Term RSUs.
(g) The timing of delivery or payment referred to in Paragraph 10(b)(i) will be the earlier of (i) the Delivery Date or (ii) a
date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted
Employment, provided that such delivery or payment will be made, and any Committee action referred to in Paragraph 10(b)(ii)
will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the
imposition of any additional tax to you under Section 409A.
(h) Paragraph 13 and Section 3.4 of the Plan will not apply to Awards that are 409A Deferred Compensation except to the
extent permitted under Section 409A.
(i) Delivery of RSU Shares in respect of any Award may be made, if and to the extent elected by the Committee, later than
the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A Deferred
Compensation, only to the extent that the later delivery is permitted under Section 409A).
(j) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to
Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery.
17. Compliance of Award Agreement and Plan with Section 162(m). The provisions of Paragraph 16(b) and this Paragraph 17
and the provisions of Sections 1.2.13, 1.3.3, 2.8.3, 3.1.2 and 3.21 of the Plan addressing the qualification of compensation realized from
Awards as “performance-based” compensation under Section 162(m) of the Code shall apply only to the extent that Section 162(m) of
the Code provides a “performance-based” compensation exception to the deduction limitations applicable thereunder. If you are or
become considered by GS Inc. to be one of its “covered employees” within the meaning of Section 162(m) of the Code, then you will
be subject to Section 3.21.3 of the Plan, as a result of which delivery of your RSU Shares may be delayed.
- 9 -
COMMITTEE AUTHORITY, AMENDMENT AND CONSTRUCTION
18. Committee Authority. The Committee has the authority to determine, in its sole discretion, that any event triggering
forfeiture or repayment of your Award will not apply and to limit the forfeitures and repayments that result under Paragraphs 8 and 9.
19. Amendment. The Committee reserves the right at any time to amend the terms of this Award Agreement, and the Board may
amend the Plan in any respect; provided that, notwithstanding the foregoing and Sections 1.3.2(f), 1.3.2(h) and 3.1 of the Plan, no such
amendment will materially adversely affect your rights and obligations under this Award Agreement without your consent; and
provided further that the Committee expressly reserves its rights to amend the Award Agreement and the Plan as described in Sections
1.3.2(h)(1), (2) and (4) of the Plan. A modification that impacts the tax consequences of this Award or the timing of delivery of RSU
Shares will not be an amendment that materially adversely affects your rights and obligations under this Award Agreement. Any
amendment of this Award Agreement will be in writing.
20. Construction, Headings. Unless the context requires otherwise, (a) words describing the singular number include the plural
and vice versa, (b) words denoting any gender include all genders and (c) the words “include,” “includes” and “including” will be
deemed to be followed by the words “without limitation.” The headings in this Award Agreement are for the purpose of convenience
only and are not intended to define or limit the construction of the provisions hereof. References in this Award Agreement to any
specific Plan provision will not be construed as limiting the applicability of any other Plan provision.
- 10 -
IN WITNESS WHEREOF, GS Inc. has caused this Award Agreement to be duly executed and delivered as of the Date of
Grant.
THE GOLDMAN SACHS GROUP, INC.
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[CODE STAFF FORFEITURE AND REPAYMENT APPENDIX
This Code Staff Appendix supplements Paragraph 8 and sets forth additional events that result in forfeiture of up to all of your Short-
Term RSUs and may require repayment to the Firm of up to all other amounts previously delivered or paid to you under your Award in
accordance with Paragraph 9. As with the events described in Paragraph 8, more than one event may apply, in no case will the
occurrence of one event limit the forfeiture and repayment obligations as a result of the occurrence of any other event and the Firm
reserves the right to (a) suspend payments under Dividend Equivalent Rights or delivery of RSU Shares, (b) deliver any RSU Shares,
dividends or payments under Dividend Equivalent Rights into an escrow account in accordance with Paragraph 11(f)(v) or (c) apply
Transfer Restrictions to any RSU Shares in connection with any investigation of whether any of the events that result in forfeiture under
this Code Staff Appendix have occurred.
With respect to the events described in Paragraphs (a) and (b) of this Appendix, the Committee will consider certain factors to
determine whether and what portion of your Award will terminate, including the reason for the “Risk Event” (as defined below) and the
extent to which: (1) you participated in the Risk Event, (2) your compensation for the Firm’s
fiscal year may or may not have been
adjusted to take into account the risk associated with the Risk Event or your “Serious Misconduct” (as defined below) and (3) your
compensation may be adjusted for the year in which the Risk Event or your Serious Misconduct is discovered.
(a) A Risk Event Occurs Prior to . If a Risk Event occurs prior to , (i) your rights in respect of all or
a portion of your Short-Term RSUs will terminate and no RSU Shares will be delivered in respect of such Short-Term RSUs and
(ii) you will be obligated immediately upon demand therefor to pay the Firm an amount not in excess of the greater of the Fair
Market Value of the RSU Shares (plus any dividend payments and payments under Dividend Equivalent Rights) delivered in
respect of the Award (without reduction for any amount applied to satisfy tax withholding or other obligations) determined as of
(A) the date the Risk Event occurred and (B) the date that the repayment request is made.
(i) A “Risk Event” means there occurs a loss of 5% or more of firmwide total capital from a reportable operational risk
event determined in accordance with the firmwide Reporting Operational Risk Events Policy.
(b) You Engage in Serious Misconduct Prior to . If you engage in Serious Misconduct during the period
beginning on the Delivery Date through , you will be obligated immediately upon demand therefor to pay the Firm an
amount not in excess of the greater of the Fair Market Value of the RSU Shares (plus any dividend payments and payments under
Dividend Equivalent Rights) delivered in respect of the Award (without reduction for any amount applied to satisfy tax
withholding or other obligations) determined as of (i) the date the Serious Misconduct occurred and (ii) the date that the
repayment request is made.
(i) “Serious Misconduct” means that you engage in conduct that the Firm reasonably considers, in its sole discretion,
to be misconduct sufficient to justify summary termination of employment under English law.
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Notwithstanding any provision in the Plan, this Award Agreement or any other agreement or arrangement you may have with the Firm,
the parties agree that to the extent that there is any dispute arising out of or relating to the payment required by Paragraphs (a) and (b) of
this Appendix (including your refusal to remit payment) the parties will submit to arbitration in accordance with Paragraph 14 of this
Award Agreement and Section 3.17 of the Plan as the sole means of resolution of such dispute (including the recovery by the Firm of
the payment amount).]
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DEFINITIONS APPENDIX
The following capitalized terms are used in this Award Agreement with the following meanings:
(a) “409A Deferred Compensation” means a “deferral of compensation” or “deferred compensation” as those terms are defined in
the regulations under Section 409A.
(b) “Award Agreement” means the written document or documents by which each Award is evidenced, including any Award
Statement or any related signature card.
(c) “Conflicted Employment” means your employment at any U.S. Federal, state or local government, any non-U.S. government,
any supranational or international organization, any self-regulatory organization, or any agency or instrumentality of any such
government or organization, or any other employer (other than an “Accounting Firm” within the meaning of SEC Rule 2-01(f)(2) of
Regulation S-X or any successor thereto) determined by the Committee, if, as a result of such employment, your continued holding of
any Outstanding Short-Term RSUs would result in an actual or perceived conflict of interest.
(d) “Failed to Consider Risk” means that you participated in the structuring or marketing of any product or service, or participated
on behalf of the Firm or any of its 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 you have improperly analyzed such
risk or where you have failed sufficiently to raise concerns about such risk) and, as a result of such action or omission, the Committee
determines there has been, or reasonably could be expected to be, a material adverse impact on the Firm, your business unit or the
broader financial system.
(e) “Qualifying Termination After a Change in Control” means that the Firm terminates your Employment other than for Cause or
you terminate your Employment for Good Reason, in each case, within 18 months following a Change in Control.
(f) “SEC” means the U.S. Securities and Exchange Commission.
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The following capitalized terms are used in this Award Agreement with the meanings that are assigned to them in the Plan.
(a) “Account” means any brokerage account, custody account or similar account, as approved or required by GS Inc. from time to
time, into which shares of Common Stock, cash or other property in respect of an Award are delivered.
(b) “Award Statement” means a written statement that reflects certain Award terms.
(c) “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in New York City are
authorized or obligated by Federal law or executive order to be closed.
(d) “Cause” means (i) the Grantee’s conviction, whether following trial or by plea of guilty or nolo contendere (or similar plea), in
a criminal proceeding (A) on a misdemeanor charge involving fraud, false statements or misleading omissions, wrongful taking,
embezzlement, bribery, forgery, counterfeiting or extortion, or (B) on a felony charge, or (C) on an equivalent charge to those in clauses
(A) and (B) in jurisdictions which do not use those designations, (ii) the Grantee’s engaging in any conduct which constitutes an
employment disqualification under applicable law (including statutory disqualification as defined under the Exchange Act), (iii) the
Grantee’s willful failure to perform the Grantee’s duties to the Firm, (iv) the Grantee’s violation of any securities or commodities laws,
any rules or regulations issued pursuant to such laws, or the rules and regulations of any securities or commodities exchange or
association of which the Firm is a member, (v) the Grantee’s violation of any Firm policy concerning hedging or pledging or
confidential or proprietary information, or the Grantee’s material violation of any other Firm policy as in effect from time to time,
(vi) the Grantee’s engaging in any act or making any statement which impairs, impugns, denigrates, disparages or negatively reflects
upon the name, reputation or business interests of the Firm or (vii) the Grantee’s engaging in any conduct detrimental to the Firm. The
determination as to whether Cause has occurred shall be made by the Committee in its sole discretion and, in such case, the Committee
also may, but shall not be required to, specify the date such Cause occurred (including by determining that a prior termination of
Employment was for Cause). Any rights the Firm may have hereunder and in any Award Agreement in respect of the events giving rise
to Cause shall be in addition to the rights the Firm may have under any other agreement with a Grantee or at law or in equity.
(e) “Change in Control” means the consummation of a merger, consolidation, statutory share exchange or similar form of
corporate transaction involving GS Inc. (a “Reorganization”) or sale or other disposition of all or substantially all of GS Inc.’s assets to
an entity that is not an affiliate of GS Inc. (a “Sale”), that in each case requires the approval of GS Inc.’s shareholders under the law of
GS Inc.’s jurisdiction of organization, whether for such Reorganization or Sale (or the issuance of securities of GS Inc. in such
Reorganization or Sale), unless immediately following such Reorganization or Sale, either: (i) at least 50% of the total voting power (in
respect of the election of directors, or similar officials in the case of an entity other than a corporation) of (A) the entity resulting from
such Reorganization, or the entity which has acquired all or substantially all of the assets of GS Inc. in a Sale (in either case, the
“Surviving Entity”), or (B) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership (within the
meaning of Rule 13d-3 under the Exchange Act, as such Rule is in effect on the date of the adoption of the 1999 SIP) of 50% or more of
the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the
Surviving Entity (the “Parent Entity”) is represented by GS Inc.’s securities (the “GS Inc. Securities”) that were outstanding
immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which such GS Inc. Securities were
converted pursuant to such Reorganization or Sale) or (ii) at least 50% of the members of the board of directors (or similar officials in
the case of an entity other than a
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corporation) of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) following the consummation of the
Reorganization or Sale were, at the time of the Board’s approval of the execution of the initial agreement providing for such
Reorganization or Sale, individuals (the “Incumbent Directors”) who either (A) were members of the Board on the Effective Date or
(B) became directors subsequent to the Effective Date and whose election or nomination for election was approved by a vote of at least
two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of GS Inc.’s proxy statement in which
such persons are named as nominees for director).
(f) “Client” means any client or prospective client of the Firm to whom the Grantee provided services, or for whom the Grantee
transacted business, or whose identity became known to the Grantee in connection with the Grantee’s relationship with or employment
by the Firm.
(g) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the applicable rulings and regulations
thereunder.
(h) “Committee” means the committee appointed by the Board to administer the Plan pursuant to Section 1.3, and, to the extent
the Board determines it is appropriate for the compensation realized from Awards under the Plan to be considered “performance based”
compensation under Section 162(m) of the Code, shall be a committee or subcommittee of the Board composed of two or more
members, each of whom is an “outside director” within the meaning of Code Section 162(m), and which, to the extent the Board
determines it is appropriate for Awards under the Plan to qualify for the exemption available under Rule 16b-3(d)(1) or Rule 16b-3(e)
promulgated under the Exchange Act, shall be a committee or subcommittee of the Board composed of two or more members, each of
whom is a “non-employee director” within the meaning of Rule 16b-3. Unless otherwise determined by the Board, the Committee shall
be the Compensation Committee of the Board.
(i) “Common Stock” means common stock of GS Inc., par value $0.01 per share.
(j) “Covered Person” means a member of the Board or the Committee or any employee of the Firm.
(k) “Date of Grant” means the date specified in the Grantee’s Award Agreement as the date of grant of the Award.
(l) “Delivery Date” means each date specified in the Grantee’s Award Agreement as a delivery date, provided, unless the
Committee determines otherwise, such date is during a Window Period or, if such date is not during a Window Period, the first trading
day of the first Window Period beginning after such date.
(m) “Dividend Equivalent Right” means a dividend equivalent right granted under the Plan, which represents an unfunded and
unsecured promise to pay to the Grantee amounts equal to all or any portion of the regular cash dividends that would be paid on shares
of Common Stock covered by an Award if such shares had been delivered pursuant to an Award.
(n) “Employment” means the Grantee’s performance of services for the Firm, as determined by the Committee. The terms
“employ” and “employed” shall have their correlative meanings. The Committee in its sole discretion may determine (i) whether and
when a Grantee’s leave of absence results in a termination of Employment (for this purpose, unless the Committee determines
otherwise, a Grantee shall be treated as terminating Employment with the Firm upon the occurrence of an Extended Absence), (ii)
whether and when a change in a Grantee’s association with the Firm results in a termination of Employment and (iii) the impact, if any,
of any such leave of absence or change in association on Awards theretofore made. Unless expressly provided otherwise, any references
in the Plan or any Award Agreement to a Grantee’s Employment being terminated shall include both voluntary and involuntary
terminations.
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(o) “Firm” means GS Inc. and its subsidiaries and affiliates.
(p) “Good Reason” means, in connection with a termination of employment by a Grantee following a Change in Control, (a) as
determined by the Committee, a materially adverse alteration in the Grantee’s position or in the nature or status of the Grantee’s
responsibilities from those in effect immediately prior to the Change in Control or (b) the Firm’s requiring the Grantee’s principal place
of Employment to be located more than seventy-five (75) miles from the location where the Grantee is principally Employed at the time
of the Change in Control (except for required travel on the Firm’s business to an extent substantially consistent with the Grantee’s
customary business travel obligations in the ordinary course of business prior to the Change in Control).
(q) “Grantee” means a person who receives an Award.
(r) “GS Inc.” means The Goldman Sachs Group, Inc., and any successor thereto.
(s) “Outstanding” means any Award to the extent it has not been forfeited, cancelled, terminated, exercised or with respect to
which the shares of Common Stock underlying the Award have not been previously delivered or other payments made.
(t) “RSU” means a restricted stock unit Award granted under the Plan, which represents an unfunded and unsecured promise to
deliver shares of Common Stock in accordance with the terms of the RSU Award Agreement.
(u) “RSU Shares” means shares of Common Stock that underlie an RSU.
(v) “Section 409A” means Section 409A of the Code, including any amendments or successor provisions to that Section and any
regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted
through further administrative guidance.
(w) “SIP Administrator” means each person designated by the Committee as a “SIP Administrator” with the authority to perform
day-to-day administrative functions for the Plan.
(x) “SIP Committee” means the persons who have been delegated certain authority under the Plan by the Committee.
(y) “Solicit” means any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting,
advising, encouraging or requesting any person or entity, in any manner, to take or refrain from taking any action.
(z) “Transfer Restrictions” means restrictions that prohibit the sale, exchange, transfer, assignment, pledge, hypothecation,
fractionalization, hedge or other disposal (including through the use of any cash-settled instrument), whether voluntarily or involuntarily
by the Grantee, of an Award or any shares of Common Stock, cash or other property delivered in respect of an Award.
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(aa) “Vested” means, with respect to an Award, the portion of the Award that is not subject to a condition that the Grantee remain
actively employed by the Firm in order for the Award to remain Outstanding. The fact that an Award becomes Vested shall not mean or
otherwise indicate that the Grantee has an unconditional or nonforfeitable right to such Award, and such Award shall remain subject to
such terms, conditions and forfeiture provisions as may be provided for in the Plan or in the Award Agreement.
(bb) “Window Period” means a period designated by the Firm during which all employees of the Firm are permitted to purchase or
sell shares of Common Stock (provided that, if the Grantee is a member of a designated group of employees who are subject to different
restrictions, the Window Period may be a period designated by the Firm during which an employee of the Firm in such designated
group is permitted to purchase or sell shares of Common Stock).
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THE GOLDMAN SACHS GROUP, INC.
YEAR-END RESTRICTED STOCK AWARD
EXHIBIT 10.52
This Award Agreement, together with The Goldman Sachs Amended and Restated Stock Incentive Plan (2015) (the “Plan”),
governs your award of year-end Restricted Shares (your “Award”). You should read carefully this entire Award
Agreement, which includes the Award Statement, any attached Appendix and the signature card.
ACCEPTANCE
1. You Must Decide Whether to Accept this Award Agreement. To be eligible to receive your Award, you must by the date
specified (a) open and activate an Account and (b) agree to all the terms of your Award by executing the related signature card
in accordance with its instructions. By executing the signature card, you confirm your agreement to all of the terms of this
Award Agreement, including the arbitration and choice of forum provisions in Paragraph 15.
DOCUMENTS THAT GOVERN YOUR AWARD; DEFINITIONS
2. The Plan. Your Award is granted under the Plan, and the Plan’s terms apply to, and are a part of, this Award Agreement.
3. Your Award Statement. The Award Statement delivered to you contains some of your Award’s specific terms. For example, it
contains the number of Restricted Shares awarded to you and any applicable Vesting Dates and Transferability Dates.
4. Definitions. Capitalized terms are defined in the Definitions Appendix, which also includes terms that are defined in the Plan.
VESTING OF YOUR RESTRICTED SHARES
5. Vesting. On each Vesting Date listed on your Award Statement, you will become Vested in the amount of Outstanding
Restricted Shares listed next to that date. When a Restricted Share becomes Vested, it means only that your continued active
Employment is not required for that portion of Restricted Shares to become fully transferrable without risk of forfeiture. Vesting does
not mean you have a non-forfeitable right to the Vested portion of your Award. The terms of this Award Agreement (including
the Transfer Restrictions) continue to apply to Vested Restricted Shares, and you can still forfeit Vested Restricted Shares.
TRANSFER RESTRICTIONS
6. Transfer Restrictions. Restricted Shares will be subject to Transfer Restrictions until the Transferability Date next to such
number or percentage of Restricted Shares on your Award Statement. Any purported sale, exchange, transfer, assignment, pledge,
hypothecation, fractionalization, hedge or other disposition in violation of the Transfer Restrictions will be void. Within 30 Business
Days after the Transferability Date listed on your Award Statement (or any other date on which the Transfer Restrictions are to be
removed), GS Inc. will remove the Transfer Restrictions. The Committee or the SIP Committee may select multiple dates within such
30 Business-Day-period on which to remove Transfer Restrictions for all or a portion of the Restricted Shares with the same
Transferability Date listed on the Award Statement, and all such dates will be treated as a single Transferability Date for purposes of
this Award.
DIVIDENDS
7. Dividends. You will be entitled to receive on a current basis any regular cash dividend paid in respect of your Restricted
Shares.
FORFEITURE OF YOUR AWARD
8. How You May Forfeit Your Award. This Paragraph 8 sets forth the events that result in forfeiture of up to all of your
Restricted Shares and may require repayment to the Firm of up to all other amounts previously delivered or paid to you under your
Award in accordance with Paragraph 9. More than one event may apply, and in no case will the occurrence of one event limit the
forfeiture and repayment obligations as a result of the occurrence of any other event. In addition, the Firm reserves the right to
(a) suspend vesting of Restricted Shares or release of Transfer Restrictions, (b) deliver any Restricted Shares or dividends into an
escrow account in accordance with Paragraph 12(f)(v) or (c) apply additional Transfer Restrictions to any Restricted Shares in
connection with any investigation of whether any of the events that result in forfeiture under the Plan or this Paragraph 8 have occurred.
Paragraph 10 (relating to certain circumstances under which you will not forfeit your unvested Restricted Shares upon Employment
termination) and Paragraph 11 (relating to certain circumstances under which vesting and/or release of Transfer Restrictions may be
accelerated) provide for exceptions to one or more provisions of this Paragraph 8.
(a) Unvested Restricted Shares Forfeited if Your Employment Terminates. If your Employment terminates for any reason or
you are otherwise no longer actively employed with the Firm (which includes off-premises notice periods, “garden leaves,” pay in
lieu of notice or any other similar status), your rights to your Restricted Shares that are not Vested will terminate and those
Restricted Shares will be cancelled.
(b) Vested and Unvested Restricted Shares Forfeited if You Solicit Clients or Employees, Interfere with Client or Employee
Relationships or Participate in the Hiring of Employees. If either:
(i) you, in any manner, directly or indirectly, (A) Solicit any Client to transact business with a Covered Enterprise or to
reduce or refrain from doing any business with the Firm, (B) interfere with or damage (or attempt to interfere with or damage) any
relationship between the Firm and any Client, (C) Solicit any person who is an employee of the Firm to resign from the Firm,
(D) Solicit any Selected Firm Personnel to apply for or accept employment (or other association) with any person or entity other
than the Firm or (E) hire or participate in the hiring of any Selected Firm Personnel by any person or entity other than the Firm
(including, without limitation, participating in the identification of individuals for potential hire, and participating in any hiring
decision), whether as an employee or consultant or otherwise, or
(ii) Selected Firm Personnel are Solicited, hired or accepted into partnership, membership or similar status by (A) any
entity that you form, that bears your name, or in which you possess or control greater than a de minimis equity ownership, voting
or profit participation, or (B) any entity where you have, or will have, direct or indirect managerial responsibility for such Selected
Firm Personnel,
then your rights to the following Restricted Shares (whether or not Vested) will terminate and those Restricted Shares will be
cancelled:
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(X) all of the Restricted Shares granted to you if any of the events in this Paragraph 8(b) occurs before the
Date,
(Y) the Restricted Shares with a Vesting Date of or if any of the events in this Paragraph 8(b)
occurs on or after the Date but before the Date, and
(Z) the Restricted Shares with a Vesting Date of if any of the events in this Paragraph 8(b) occurs on or
after the Date but before the Date.
(c) Vested and Unvested Restricted Shares Forfeited upon Certain Events. If any of the following occurs, your rights to all of
your Restricted Shares (whether or not Vested) will terminate and those Restricted Shares will be cancelled, in each case, as may
be further described below:
(i) You Failed to Consider Risk. You Failed to Consider Risk during the Firm’s
fiscal year.
(ii) Your Conduct Constitutes Cause. Any event that constitutes Cause has occurred before the Transferability Date.
(iii) You Do Not Meet Your Obligations to the Firm. The Committee determines that, before the Transferability Date,
you failed to meet, in any respect, any obligation under any agreement with the Firm, or any agreement entered into in connection
with your Employment or this Award, including the Firm’s notice period requirement applicable to you, any offer letter,
employment agreement or any shareholders’ agreement relating to the Firm. Your failure to pay or reimburse the Firm, on
demand, for any amount you owe to the Firm will constitute (A) failure to meet an obligation you have under an agreement,
regardless of whether such obligation arises under a written agreement, and/or (B) a material violation of Firm policy constituting
Cause.
(iv) You Do Not Provide Timely Certifications or Comply with Your Certifications. You fail to certify to GS Inc. that
you have complied with all of the terms of the Plan and this Award Agreement, or the Committee determines that you have failed
to comply with a term of the Plan or this Award Agreement to which you have certified compliance.
(v) You Do Not Follow Dispute Resolution/Arbitration Procedures. You attempt to have any dispute under the Plan or
this Award Agreement resolved in any manner that is not provided for by Paragraph 15 or Section 3.17 of the Plan, or you attempt
to arbitrate a dispute without first having exhausted your internal administrative remedies in accordance with Paragraph 12(f)(viii).
(vi) You Bring an Action that Results in a Determination that Any Award Agreement Term Is Invalid. As a result of
any action brought by you, it is determined that any term of this Award Agreement is invalid.
(vii) You Receive Compensation in Respect of Your Award from Another Employer. Your Employment terminates for
any reason or you otherwise are no longer actively employed with the Firm and another entity grants you cash, equity or other
property (whether vested or unvested) to replace, substitute for or otherwise in respect of any Restricted Shares; provided,
however, that your rights will only be terminated in respect of the Restricted Shares that are replaced, substituted for or otherwise
considered by such other entity in making its grant.
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REPAYMENT OF YOUR AWARD
9. When You May Be Required to Repay Your Award. If the Committee determines that any term of this Award was not
satisfied, you will be required, immediately upon demand therefor, to repay to the Firm, in accordance with Section 2.5.3 of the Plan,
the following:
(a) Any Restricted Shares for which the terms (including the terms for the release of Transfer Restrictions) were not satisfied.
(b) Any dividends paid in respect of any Restricted Shares that are cancelled or required to be repaid.
(c) Any amount applied to satisfy tax withholding or other obligations with respect to any Restricted Shares or dividend
payments that are forfeited or required to be repaid.
EXCEPTIONS TO THE VESTING AND/OR TRANSFERABILITY DATES
10. Circumstances Under Which You Will Not Forfeit Your Unvested Restricted Shares on Employment Termination (but
the Transferability Date Continues to Apply). If your Employment terminates at a time when you meet the requirements for
Extended Absence, Retirement or “downsizing,” each as described below, then Paragraph 8(a) will not apply, and your Restricted
Shares will be treated as described in this Paragraph 10. All other terms of this Award Agreement, including the other forfeiture and
repayment events in Paragraphs 8 and 9, continue to apply.
(a) Extended Absence or Retirement and No Association With a Covered Enterprise.
(i) Generally. If your Employment terminates by Extended Absence or Retirement, your Outstanding Restricted Shares
that are not Vested will become Vested. However, your rights to any Restricted Shares that becomes Vested by this
Paragraph 10(a)(i) will terminate and those Restricted Shares will be cancelled if you Associate With a Covered Enterprise
on or before the originally scheduled Vesting Date for those Restricted Shares.
(ii) Special Treatment for Involuntary or Mutual Agreement Termination. The second sentence of Paragraph 10(a)(i)
(relating to forfeiture if you Associate With a Covered Enterprise) will not apply if (A) the Firm characterizes your Employment
termination as “involuntary” or by “mutual agreement” (and, in each case, you have not engaged in conduct constituting Cause)
and (B) you execute a general waiver and release of claims and an agreement to pay any associated tax liability, in each case, in
the form the Firm prescribes. No Employment termination that you initiate, including any purported “constructive termination,” a
“termination for good reason” or similar concepts, can be “involuntary” or by “mutual agreement.”
(b) Downsizing. If (i) the Firm terminates your Employment solely by reason of a “downsizing” (and you have not engaged
in conduct constituting Cause) and (ii) you execute a general waiver and release of claims and an agreement to pay any associated
tax liability, in each case, in the form the Firm prescribes, your Outstanding Restricted Shares that are not yet Vested will become
Vested. Whether or not your Employment is terminated solely by reason of a “downsizing” will be determined by the Firm in its
sole discretion.
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11. Accelerated Vesting and/or Release of Transfer Restrictions in the Event of a Qualifying Termination After a Change
in Control, Conflicted Employment or Death. In the event of your Qualifying Termination After a Change in Control, Conflicted
Employment or death, each as described below, then Paragraph 8(a) will not apply, your Restricted Shares will be treated as described
in this Paragraph 11, and, except as set forth in Paragraph 11(a), all other terms of this Award Agreement, including the other forfeiture
and repayment events in Paragraphs 8 and 9, continue to apply.
(a) You Have a Qualifying Termination After a Change in Control. If your Employment terminates when you meet the
requirements of a Qualifying Termination After a Change in Control, your Outstanding Restricted Shares that are not yet Vested
will become Vested and any Transfer Restrictions will cease to apply. In addition, the forfeiture events in Paragraph 8 will not
apply to your Award.
(b) You Are Determined to Have Accepted Conflicted Employment.
(i) Generally. Notwithstanding anything to the contrary in the Plan or otherwise, for purposes of this Award Agreement,
“Conflicted Employment” means your employment at any U.S. Federal, state or local government, any non-U.S. government, any
supranational or international organization, any self-regulatory organization, or any agency or instrumentality of any such
government or organization, or any other employer (other than an “Accounting Firm” within the meaning of SEC Rule 2-01(f)(2)
of Regulation S-X or any successor thereto) determined by the Committee, if, as a result of such employment, your continued
holding of any Restricted Shares would result in an actual or perceived conflict of interest. The following will apply as soon as
practicable after the Committee has received satisfactory documentation relating to your Conflicted Employment.
(A) Vesting. If your Employment terminates solely because you resign to accept Conflicted Employment and
you have completed at least three years of continuous service with the Firm, your Outstanding Restricted Shares that are not yet
Vested will become Vested; otherwise, you will forfeit any Restricted Shares that are not Vested in accordance with Paragraph 8
(a).
(B) Release of Transfer Restrictions. If your Employment terminates solely because you resign to accept
Conflicted Employment or if, following your termination of Employment, you notify the Firm that you are accepting Conflicted
Employment, any Transfer Restrictions on any Outstanding Vested Restricted Shares will cease to apply.
(ii) You May Have to Take Other Steps to Address Conflicts of Interest. The Committee retains the authority to
exercise its rights under the Award Agreement or the Plan (including Section 1.3.2 of the Plan) to take or require you to take other
steps it determines in its sole discretion to be necessary or appropriate to cure an actual or perceived conflict of interest (which
may include a determination that the accelerated vesting and/or release of Transfer Restrictions described in Paragraph 11(b)(i)
will not apply because such actions are not necessary or appropriate to cure an actual or perceived conflict of interest).
(c) Death. If you die, any Transfer Restrictions will cease to apply as soon as practicable after the date of death and after such
documentation as may be requested by the Committee is provided to the Committee.
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OTHER TERMS, CONDITIONS AND AGREEMENTS
12. Additional Terms, Conditions and Agreements.
(a) You Must Satisfy Applicable Tax Withholding Requirements. Vesting of Restricted Shares and removal of the Transfer
Restrictions are conditioned on your satisfaction of any applicable withholding taxes in accordance with Section 3.2 of the Plan,
which includes the Firm deducting or withholding amounts from any payment or distribution to you (which, notwithstanding
Section 3.2.2 of the Plan, may exceed the statutory minimum rate if and to the extent determined by the Committee or the SIP
Committee). In addition, to the extent permitted by applicable law, the Firm, in its sole discretion, may require you to provide
amounts equal to all or a portion of any Federal, state, local, foreign or other tax obligations imposed on you or the Firm in
connection with the grant or Vesting of this Award by requiring you to choose between remitting the amount (i) in cash (or
through payroll deduction or otherwise), (ii) in the form of proceeds from the Firm’s executing a sale of shares of Common Stock
delivered to you under this Award or (iii) shares of Common Stock delivered to you pursuant to this Award. In addition, if you are
an individual with separate employment contracts (at any time during and/or after the Firm’s
fiscal year), the Firm, in its sole
discretion, may require you to provide for a reserve in an amount the Firm determines is advisable or necessary in connection with
any actual, anticipated or potential tax consequences related to your separate employment contracts by requiring you to choose
between remitting such amount (i) in cash (or through payroll deduction or otherwise) or (ii) in the form of proceeds from the
Firm’s executing a sale of shares of Common Stock delivered to you pursuant to this Award (or any other Outstanding awards
granted under the Plan or any predecessor or successor plan thereto).
(b) Firm May Deliver Cash or Other Property Instead of Shares. In accordance with Section 1.3.2(i) of the Plan, in the sole
discretion of the Committee, in lieu of all or any portion of the shares of Common Stock, the Firm may deliver cash, other
securities, other awards under the Plan or other property, and all references in this Award Agreement to deliveries of shares of
Common Stock will include such deliveries of cash, other securities, other awards under the Plan or other property.
(c) Amounts May Be Rounded to Avoid Fractional Shares. Restricted Shares that become Vested on a Vesting Date and
Restricted Shares subject to Transfer Restrictions may, in each case, be rounded to avoid fractional shares of Common Stock.
(d) You May Be Required to Become a Party to the Shareholders’ Agreement. Your rights to your Restricted Shares are
conditioned on your becoming a party to any shareholders’ agreement to which other similarly situated employees (e.g.,
employees with a similar title or position) of the Firm are required to be a party.
(e) Firm May Affix Legends and Place Stop Orders on Restricted Shares. GS Inc. may affix to Certificates representing
shares of Common Stock any legend that the Committee determines to be necessary or advisable (including to reflect any
restrictions to which you may be subject under a separate agreement). GS Inc. may advise the transfer agent to place a stop order
against any legended shares of Common Stock.
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(f) You Agree to Certain Consents, Terms and Conditions. By accepting this Award you understand and agree that:
(i) You Agree to Certain Consents as a Condition to the Award. You have expressly consented to all of the items listed
in Section 3.3.3(d) of the Plan, including the Firm’s supplying to any third-party recordkeeper of the Plan or other person such
personal information of yours as the Committee deems advisable to administer the Plan, and you agree to provide any additional
consents that the Committee determines to be necessary or advisable;
(ii) You Are Subject to the Firm’s Policies, Rules and Procedures. You are subject to the Firm’s policies in effect from
time to time concerning trading in shares of Common Stock and hedging or pledging shares of Common Stock and equity-based
compensation or other awards (including, without limitation, the Firm’s “Policies with Respect to Personal Transactions Involving
GS Securities and GS Equity Awards.” or any successor policies), and confidential or proprietary information, and you will effect
sales of shares of Common Stock in accordance with such rules and procedures as may be adopted from time to time (which may
include, without limitation, restrictions relating to the timing of sale requests, the manner in which sales are executed, pricing
method, consolidation or aggregation of orders and volume limits determined by the Firm);
(iii) You Are Responsible for Costs Associated with Your Award. You will be responsible for all brokerage costs and
other fees or expenses associated with your Restricted Shares, including those related to the sale of shares of Common Stock;
(iv) You Will Be Deemed to Represent Your Compliance with All the Terms of Your Award if You Sell Shares. You
will be deemed to have represented and certified that you have complied with all of the terms of the Plan and this Award
Agreement when you request the sale of shares of Common Stock following the release of Transfer Restrictions;
(v) Firm May Deliver Your Award into an Escrow Account. The Firm may establish and maintain an escrow account
on such terms (which may include your executing any documents related to, and your paying for any costs associated with, such
account) as it may deem necessary or appropriate, and the delivery of shares of Common Stock (including Restricted Shares) or
the payment of cash (including dividends) or other property may initially be made into and held in that escrow account until such
time as the Committee has received such documentation as it may have requested or until the Committee has determined that any
other conditions or restrictions on delivery of shares of Common Stock, cash or other property required by this Award Agreement
have been satisfied;
(vi) You May Be Required to Certify Compliance with Award Terms; You Are Responsible for Providing the Firm
with Updated Address and Contact Information After Your Departure from the Firm. If your Employment terminates while you
continue to hold Restricted Shares, from time to time, you may be required to provide certifications of your compliance with all of
the terms of the Plan and this Award Agreement as described in Paragraph 8(c)(iv). You understand and agree that (A) your
address on file with the Firm at the time any certification is required will be deemed to be your current address, (B) it is your
responsibility to inform the Firm of any changes to your address to ensure timely receipt of the certification materials, (C) you are
responsible for contacting the Firm to obtain such certification materials if not received and (D) your failure to return properly
completed certification materials by the specified deadline (which includes your failure to timely return the completed certification
because you did not provide the Firm with updated contact information) will result in the forfeiture of all of your Restricted Shares
and subject previously delivered amounts to repayment under Paragraph 8(c)(iv);
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(vii) You Authorize the Firm to Register, in Its or Its Designee’s Name, Any Restricted Shares and Sell, Assign or
Transfer Any Forfeited Restricted Shares. You are granting to the Firm the full power and authority to register any Restricted
Shares in its or its designee’s name and authorizing the Firm or its designee to sell, assign or transfer any Restricted Shares if
forfeited by you. This Award, if held in escrow, will not be delivered to you but will be held by an escrow agent for your
benefit. If an escrow agent is used, such escrow agent will also hold the Restricted Shares for the benefit of the Firm for the
purpose of perfecting its security interest;
(viii) You Must Comply with Applicable Deadlines and Procedures to Appeal Determinations Made by the Committee,
the SIP Committee or SIP Administrators. If you disagree with a determination made by the Committee, the SIP Committee, the
SIP Administrators, or any of their delegates or designees and you wish to appeal such determination, you must submit a written
request to the SIP Committee for review within 180 days after the determination at issue. You must exhaust your internal
administrative remedies (i.e., submit your appeal and wait for resolution of that appeal) before seeking to resolve a dispute through
arbitration pursuant to Paragraph 15 and Section 3.17 of the Plan; and
(ix) You Agree that Covered Persons Will Not Have Liability. In addition to and without limiting the generality of the
provisions of Section 1.3.5 of the Plan, neither the Firm nor any Covered Person will have any liability to you or any other person
for any action taken or omitted in respect of this or any other Award.
13. Non-transferability. Except as otherwise may be provided in this Paragraph 13 or as otherwise may be provided by the
Committee, the limitations on transferability set forth in Section 3.5 of the Plan will apply to this Award. Any purported transfer or
assignment in violation of the provisions of this Paragraph 13 or Section 3.5 of the Plan will be void. The Committee may adopt
procedures pursuant to which some or all recipients of Restricted Shares may transfer some or all of their Restricted Shares (which will
continue to be subject to Transfer Restrictions until the Transferability Date) through a gift for no consideration to any immediate
family member, a trust or other estate planning vehicle approved by the Committee or SIP Committee in which the recipient and/or the
recipient’s immediate family members in the aggregate have 100% of the beneficial interest.
14. Right of Offset. The obligation to pay dividends or to remove the Transfer Restrictions under this Award Agreement is
subject to Section 3.4 of the Plan, which provides for the Firm’s right to offset against such obligation any outstanding amounts you
owe to the Firm and any amounts the Committee deems appropriate pursuant to any tax equalization policy or agreement.
ARBITRATION, CHOICE OF FORUM AND GOVERNING LAW
15. Arbitration; Choice of Forum.
(a) BY ACCEPTING THIS AWARD, YOU ARE INDICATING THAT YOU UNDERSTAND AND AGREE THAT THE ARBITRATION
AND CHOICE OF FORUM PROVISIONS SET FORTH IN SECTION 3.17 OF THE PLAN WILL APPLY TO THIS AWARD. THESE
PROVISIONS, WHICH ARE EXPRESSLY INCORPORATED HEREIN BY REFERENCE, PROVIDE AMONG OTHER THINGS THAT
ANY DISPUTE, CONTROVERSY OR CLAIM BETWEEN THE FIRM AND YOU ARISING OUT OF OR RELATING TO OR
CONCERNING THE PLAN OR THIS AWARD AGREEMENT WILL BE FINALLY SETTLED BY ARBITRATION IN NEW YORK CITY,
PURSUANT TO THE TERMS MORE FULLY SET
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FORTH IN SECTION 3.17 OF THE PLAN; PROVIDED THAT NOTHING HEREIN SHALL PRECLUDE YOU FROM FILING A CHARGE
WITH OR PARTICIPATING IN ANY INVESTIGATION OR PROCEEDING CONDUCTED BY ANY GOVERNMENTAL AUTHORITY,
INCLUDING BUT NOT LIMITED TO THE SEC AND THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION.
(b) To the fullest extent permitted by applicable law, no arbitrator will have the authority to consider class, collective or
representative claims, to order consolidation or to join different claimants or grant relief other than on an individual basis to the
individual claimant involved.
(c) Notwithstanding any applicable forum rules to the contrary, to the extent there is a question of enforceability of this
Award Agreement arising from a challenge to the arbitrator’s jurisdiction or to the arbitrability of a claim, it will be decided by a
court and not an arbitrator.
(d) All references to the New York Stock Exchange in Section 3.17 of the Plan will be read as references to the Financial
Industry Regulatory Authority.
(e) The Federal Arbitration Act governs interpretation and enforcement of all arbitration provisions under the Plan and this
Award Agreement, and all arbitration proceedings thereunder.
(f) Nothing in this Award Agreement creates a substantive right to bring a claim under U.S. Federal, state, or local
employment laws.
(g) By accepting your Award, you irrevocably appoint each General Counsel of GS Inc., or any person whom the General
Counsel of GS Inc. designates, as your agent for service of process in connection with any suit, action or proceeding arising out of
or relating to or concerning the Plan or any Award which is not arbitrated pursuant to the provisions of Section 3.17.1 of the Plan,
who shall promptly advise you of any such service of process.
(h) To the fullest extent permitted by applicable law, no arbitrator will have the authority to consider any claim as to which
you have not first exhausted your internal administrative remedies in accordance with Paragraph 12(f)(viii).
16. Governing Law. THIS AWARD WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
COMMITTEE AUTHORITY, AMENDMENT AND CONSTRUCTION
17. Committee Authority. The Committee has the authority to determine, in its sole discretion, that any event triggering
forfeiture or repayment of your Award will not apply, to limit the forfeitures and repayments that result under Paragraphs 8 and 9 and to
remove Transfer Restrictions before the Transferability Date. In addition, the Committee, in its sole discretion, may determine whether
Paragraphs 10(a)(ii) and 10(b) will apply upon a termination of Employment.
18. Amendment. The Committee reserves the right at any time to amend the terms of this Award Agreement, and the Board may
amend the Plan in any respect; provided that, notwithstanding the foregoing and Sections 1.3.2(f), 1.3.2(h) and 3.1 of the Plan, no such
amendment will materially adversely affect your rights and obligations under this Award Agreement without your consent; and
provided further that the Committee expressly reserves its rights to amend the Award Agreement and the
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Plan as described in Sections 1.3.2(h)(1), (2) and (4) of the Plan. A modification that impacts the tax consequences of this Award will
not be an amendment that materially adversely affects your rights and obligations under this Award Agreement. Any amendment of this
Award Agreement will be in writing.
19. Construction, Headings. Unless the context requires otherwise, (a) words describing the singular number include the plural
and vice versa, (b) words denoting any gender include all genders and (c) the words “include,” “includes” and “including” will be
deemed to be followed by the words “without limitation.” The headings in this Award Agreement are for the purpose of convenience
only and are not intended to define or limit the construction of the provisions hereof. References in this Award Agreement to any
specific Plan provision will not be construed as limiting the applicability of any other Plan provision.
IN WITNESS WHEREOF, GS Inc. has caused this Award Agreement to be duly executed and delivered as of the Date of Grant.
THE GOLDMAN SACHS GROUP, INC.
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DEFINITIONS APPENDIX
The following capitalized terms are used in this Award Agreement with the following meanings:
(a) “409A Deferred Compensation” means a “deferral of compensation” or “deferred compensation” as those terms are defined in
the regulations under Section 409A.
(b) “Associate With a Covered Enterprise” means that you (i) form, or acquire a 5% or greater equity ownership, voting or profit
participation interest in, any Covered Enterprise or (ii) associate in any capacity (including association as an officer, employee, partner,
director, consultant, agent or advisor) with any Covered Enterprise. Associate With a Covered Enterprise may include, as determined in
the discretion of either the Committee or the SIP Committee, (i) becoming the subject of any publicly available announcement or report
of a pending or future association with a Covered Enterprise and (ii) unpaid associations, including an association in contemplation of
future employment. “Association With a Covered Enterprise” will have its correlative meaning.
(c) “Award Agreement” means the written document or documents by which each Award is evidenced, including any Award
Statement or any related signature card.
(d) “Conflicted Employment” means your employment at any U.S. Federal, state or local government, any non-U.S. government,
any supranational or international organization, any self-regulatory organization, or any agency or instrumentality of any such
government or organization, or any other employer (other than an “Accounting Firm” within the meaning of SEC Rule 2-01(f)(2) of
Regulation S-X or any successor thereto) determined by the Committee, if, as a result of such employment, your continued holding of
any Restricted Shares would result in an actual or perceived conflict of interest.
(e) “Covered Enterprise” means a Competitive Enterprise and any other existing or planned business enterprise that: (i) offers,
holds itself out as offering or reasonably may be expected to offer products or services that are the same as or similar to those offered by
the Firm or that the Firm reasonably expects to offer (“Firm Products or Services”) or (ii) engages in, holds itself out as engaging in or
reasonably may be expected to engage in any other activity that is the same as or similar to any financial activity engaged in by the Firm
or in which the Firm reasonably expects to engage (“Firm Activities”). For the avoidance of doubt, Firm Activities include any activity
that requires the same or similar skills as any financial activity engaged in by the Firm or in which the Firm reasonably expects to
engage, irrespective of whether any such financial activity is in furtherance of an advisory, agency, proprietary or fiduciary undertaking.
The enterprises covered by this definition include enterprises that offer, hold themselves out as offering or reasonably may be
expected to offer Firm Products or Services, or engage in, hold themselves out as engaging in or reasonably may be expected to engage
in Firm Activities directly, as well as those that do so indirectly by ownership or control (e.g., by owning, being owned by or by being
under common ownership with an enterprise that offers, holds itself out as offering or reasonably may be expected to offer Firm
Products or Services or that engages in, holds itself out as engaging in or reasonably may be expected to engage in Firm Activities). The
definition of Covered Enterprise includes, solely by way of example, any enterprise that offers, holds itself out as offering or reasonably
may be expected to offer any product or service, or engages in, holds itself out as engaging in or reasonably may be expected to engage
in any activity, in any case, associated with investment banking; public or private finance; lending; financial advisory services; private
investing for anyone other than you or your family members (including, for the avoidance of doubt, any type of proprietary investing or
trading); private wealth management; private banking; consumer, digital or commercial banking; merchant banking; asset,
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portfolio or hedge fund management; insurance or reinsurance underwriting or brokerage; property management; or securities, futures,
commodities, energy, derivatives, currency or digital asset brokerage, sales, lending, custody, clearance, settlement or trading. An
enterprise that offers, holds itself out as offering or reasonably may be expected to offer Firm Products or Services, or engages in, holds
itself out as engaging in or reasonably may be expected to engage in Firm Activities is a Covered Enterprise, irrespective of whether
the enterprise is a customer, client or counterparty of the Firm and, because the Firm is a global enterprise, irrespective of
where the Covered Enterprise is physically located.
(f) “Failed to Consider Risk” means that you participated in the structuring or marketing of any product or service, or participated
on behalf of the Firm or any of its 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 you have improperly analyzed such
risk or where you have failed sufficiently to raise concerns about such risk) and, as a result of such action or omission, the Committee
determines there has been, or reasonably could be expected to be, a material adverse impact on the Firm, your business unit or the
broader financial system.
(g) “ Date” means the first trading day in a Window Period in (or if there is no trading day in a Window
Period that occurs in on or before , another date in that is selected by the Committee or the SIP
Committee) and includes the 30 Business Days after such date.
(h) “Qualifying Termination After a Change in Control” means that the Firm terminates your Employment other than for Cause or
you terminate your Employment for Good Reason, in each case, within 18 months following a Change in Control.
(i) “SEC” means the U.S. Securities and Exchange Commission.
(j) “Selected Firm Personnel” means any individual who is or in the three months preceding the conduct prohibited by Paragraphs
8(b) was (i) a Firm employee or consultant with whom you personally worked while employed by the Firm, (ii) a Firm employee or
consultant who, at any time during the year preceding the date of the termination of your Employment, worked in the same division in
which you worked or (iii) an Advisory Director, a Managing Director or a Senior Advisor of the Firm.
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The following capitalized terms are used in this Award Agreement with the meanings that are assigned to them in the Plan.
(a) “Account” means any brokerage account, custody account or similar account, as approved or required by GS Inc. from time to
time, into which shares of Common Stock, cash or other property in respect of an Award are delivered.
(b) “Award Statement” means a written statement that reflects certain Award terms.
(c) “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in New York City are
authorized or obligated by Federal law or executive order to be closed.
(d) “Cause” means (i) the Grantee’s conviction, whether following trial or by plea of guilty or nolo contendere (or similar plea), in
a criminal proceeding (A) on a misdemeanor charge involving fraud, false statements or misleading omissions, wrongful taking,
embezzlement, bribery, forgery, counterfeiting or extortion, or (B) on a felony charge, or (C) on an equivalent charge to those in clauses
(A) and (B) in jurisdictions which do not use those designations, (ii) the Grantee’s engaging in any conduct which constitutes an
employment disqualification under applicable law (including statutory disqualification as defined under the Exchange Act), (iii) the
Grantee’s willful failure to perform the Grantee’s duties to the Firm, (iv) the Grantee’s violation of any securities or commodities laws,
any rules or regulations issued pursuant to such laws, or the rules and regulations of any securities or commodities exchange or
association of which the Firm is a member, (v) the Grantee’s violation of any Firm policy concerning hedging or pledging or
confidential or proprietary information, or the Grantee’s material violation of any other Firm policy as in effect from time to time,
(vi) the Grantee’s engaging in any act or making any statement which impairs, impugns, denigrates, disparages or negatively reflects
upon the name, reputation or business interests of the Firm or (vii) the Grantee’s engaging in any conduct detrimental to the Firm. The
determination as to whether Cause has occurred shall be made by the Committee in its sole discretion and, in such case, the Committee
also may, but shall not be required to, specify the date such Cause occurred (including by determining that a prior termination of
Employment was for Cause). Any rights the Firm may have hereunder and in any Award Agreement in respect of the events giving rise
to Cause shall be in addition to the rights the Firm may have under any other agreement with a Grantee or at law or in equity.
(e) “Change in Control” means the consummation of a merger, consolidation, statutory share exchange or similar form of
corporate transaction involving GS Inc. (a “Reorganization”) or sale or other disposition of all or substantially all of GS Inc.’s assets to
an entity that is not an affiliate of GS Inc. (a “Sale”), that in each case requires the approval of GS Inc.’s shareholders under the law of
GS Inc.’s jurisdiction of organization, whether for such Reorganization or Sale (or the issuance of securities of GS Inc. in such
Reorganization or Sale), unless immediately following such Reorganization or Sale, either: (i) at least 50% of the total voting power (in
respect of the election of directors, or similar officials in the case of an entity other than a corporation) of (A) the entity resulting from
such Reorganization, or the entity which has acquired all or substantially all of the assets of GS Inc. in a Sale (in either case, the
“Surviving Entity”), or (B) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership (within the
meaning of Rule 13d-3 under the Exchange Act, as such Rule is in effect on the date of the adoption of the 1999 SIP) of 50% or more of
the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the
Surviving Entity (the “Parent Entity”) is represented by GS Inc.’s securities (the “GS Inc. Securities”) that were outstanding
immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which such GS Inc. Securities were
converted pursuant to such Reorganization or Sale) or (ii) at least 50% of the members of the board of directors (or similar officials in
the case of an entity other than a corporation) of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) following the
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consummation of the Reorganization or Sale were, at the time of the Board’s approval of the execution of the initial agreement
providing for such Reorganization or Sale, individuals (the “Incumbent Directors”) who either (A) were members of the Board on the
Effective Date or (B) became directors subsequent to the Effective Date and whose election or nomination for election was approved by
a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of GS Inc.’s proxy
statement in which such persons are named as nominees for director).
(f) “Client” means any client or prospective client of the Firm to whom the Grantee provided services, or for whom the Grantee
transacted business, or whose identity became known to the Grantee in connection with the Grantee’s relationship with or employment
by the Firm.
(g) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the applicable rulings and regulations
thereunder.
(h) “Committee” means the committee appointed by the Board to administer the Plan pursuant to Section 1.3, and, to the extent
the Board determines it is appropriate for the compensation realized from Awards under the Plan to be considered “performance based”
compensation under Section 162(m) of the Code, shall be a committee or subcommittee of the Board composed of two or more
members, each of whom is an “outside director” within the meaning of Code Section 162(m), and which, to the extent the Board
determines it is appropriate for Awards under the Plan to qualify for the exemption available under Rule 16b-3(d)(1) or Rule 16b-3(e)
promulgated under the Exchange Act, shall be a committee or subcommittee of the Board composed of two or more members, each of
whom is a “non-employee director” within the meaning of Rule 16b-3. Unless otherwise determined by the Board, the Committee shall
be the Compensation Committee of the Board.
(i) “Common Stock” means common stock of GS Inc., par value $0.01 per share.
(j) “Competitive Enterprise” means an existing or planned business enterprise that (i) engages, or may reasonably be expected to
engage, in any activity, (ii) owns or controls, or may reasonably be expected to own or control, a significant interest in or (iii) is, or may
reasonably be expected to be, owned by, or a significant interest in which is, or may reasonably expected to be, owned or controlled by,
any entity that engages in any activity that, in any case, competes or will compete anywhere with any activity in which the Firm is
engaged. The activities covered by this definition include, without limitation, financial services such as investment banking, public or
private finance, lending, financial advisory services, private investing (for anyone other than the Grantee and members of the Grantee’s
family), merchant banking, asset or hedge fund management, insurance or reinsurance underwriting or brokerage, property
management, or securities, futures, commodities, energy, derivatives or currency brokerage, sales, lending, custody, clearance,
settlement or trading.
(k) “Covered Person” means a member of the Board or the Committee or any employee of the Firm.
(l) “Date of Grant” means the date specified in the Grantee’s Award Agreement as the date of grant of the Award.
(m) “Dividend Equivalent Right” means a dividend equivalent right granted under the Plan, which represents an unfunded and
unsecured promise to pay to the Grantee amounts equal to all or any portion of the regular cash dividends that would be paid on shares
of Common Stock covered by an Award if such shares had been delivered pursuant to an Award.
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(n) “Employment” means the Grantee’s performance of services for the Firm, as determined by the Committee. The terms
“employ” and “employed” shall have their correlative meanings. The Committee in its sole discretion may determine (i) whether and
when a Grantee’s leave of absence results in a termination of Employment (for this purpose, unless the Committee determines
otherwise, a Grantee shall be treated as terminating Employment with the Firm upon the occurrence of an Extended Absence), (ii)
whether and when a change in a Grantee’s association with the Firm results in a termination of Employment and (iii) the impact, if any,
of any such leave of absence or change in association on Awards theretofore made. Unless expressly provided otherwise, any references
in the Plan or any Award Agreement to a Grantee’s Employment being terminated shall include both voluntary and involuntary
terminations.
(o) “Extended Absence” means the Grantee’s inability to perform for six (6) continuous months, due to illness, injury or
pregnancy-related complications, substantially all the essential duties of the Grantee’s occupation, as determined by the Committee.
(p) “Fair Market Value” means, with respect to a share of Common Stock on any day, the fair market value as determined in
accordance with a valuation methodology approved by the Committee.
(q) “Firm” means GS Inc. and its subsidiaries and affiliates.
(r) “Good Reason” means, in connection with a termination of employment by a Grantee following a Change in Control, (a) as
determined by the Committee, a materially adverse alteration in the Grantee’s position or in the nature or status of the Grantee’s
responsibilities from those in effect immediately prior to the Change in Control or (b) the Firm’s requiring the Grantee’s principal place
of Employment to be located more than seventy-five (75) miles from the location where the Grantee is principally Employed at the time
of the Change in Control (except for required travel on the Firm’s business to an extent substantially consistent with the Grantee’s
customary business travel obligations in the ordinary course of business prior to the Change in Control).
(s) “Grantee” means a person who receives an Award.
(t) “GS Inc.” means The Goldman Sachs Group, Inc., and any successor thereto.
(u) “Outstanding” means any Award to the extent it has not been forfeited, cancelled, terminated, exercised or with respect to
which the shares of Common Stock underlying the Award have not been previously delivered or other payments made.
(v) “Restricted Share” means a share of Common Stock delivered under the Plan that is subject to Transfer Restrictions, forfeiture
provisions and/or other terms and conditions specified in the Plan and in the Award Agreement or other Applicable Award Agreement.
All references to Restricted Shares include “Shares at Risk.”
(w) “Retirement” means termination of the Grantee’s Employment (other than for Cause) on or after the Date of Grant at a time
when (i) (A) the sum of the Grantee’s age plus years of service with the Firm (as determined by the Committee in its sole discretion)
equals or exceeds 60 and (B) the Grantee has completed at least 10 years of service with the Firm (as determined by the Committee in
its sole discretion) or, if earlier, (ii) (A) the Grantee has attained age 50 and (B) the Grantee has completed at least five years of service
with the Firm (as determined by the Committee in its sole discretion).
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(x) “Section 409A” means Section 409A of the Code, including any amendments or successor provisions to that Section and any
regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted
through further administrative guidance.
(y) “SIP Administrator” means each person designated by the Committee as a “SIP Administrator” with the authority to perform
day-to-day administrative functions for the Plan.
(z) “SIP Committee” means the persons who have been delegated certain authority under the Plan by the Committee.
(aa) “Solicit” means any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting,
advising, encouraging or requesting any person or entity, in any manner, to take or refrain from taking any action.
(bb) “Transfer Restrictions” means restrictions that prohibit the sale, exchange, transfer, assignment, pledge, hypothecation,
fractionalization, hedge or other disposal (including through the use of any cash-settled instrument), whether voluntarily or involuntarily
by the Grantee, of an Award or any shares of Common Stock, cash or other property delivered in respect of an Award.
(cc) “Transferability Date” means the date Transfer Restrictions on a Restricted Share will be released. Within 30 Business Days
after the applicable Transferability Date, GS Inc. shall take, or shall cause to be taken, such steps as may be necessary to remove
Transfer Restrictions.
(dd) “Vested” means, with respect to an Award, the portion of the Award that is not subject to a condition that the Grantee remain
actively employed by the Firm in order for the Award to remain Outstanding. The fact that an Award becomes Vested shall not mean or
otherwise indicate that the Grantee has an unconditional or nonforfeitable right to such Award, and such Award shall remain subject to
such terms, conditions and forfeiture provisions as may be provided for in the Plan or in the Award Agreement.
(ee) “Vesting Date” means each date specified in the Grantee’s Award Agreement as a date on which part or all of an Award
becomes Vested.
(ff) “Window Period” means a period designated by the Firm during which all employees of the Firm are permitted to purchase or
sell shares of Common Stock (provided that, if the Grantee is a member of a designated group of employees who are subject to different
restrictions, the Window Period may be a period designated by the Firm during which an employee of the Firm in such designated
group is permitted to purchase or sell shares of Common Stock).
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THE GOLDMAN SACHS GROUP, INC.
YEAR-END RESTRICTED STOCK AWARD
EXHIBIT 10.53
This Award Agreement, together with The Goldman Sachs Amended and Restated Stock Incentive Plan (2015) (the “Plan”),
governs your award of year-end Restricted Shares (your “Award”). You should read carefully this entire Award
Agreement, which includes the Award Statement, any attached Appendix and the signature card.
ACCEPTANCE
1. You Must Decide Whether to Accept this Award Agreement. To be eligible to receive your Award, you must by the date
specified (a) open and activate an Account and (b) agree to all the terms of your Award by executing the related signature card
in accordance with its instructions. By executing the signature card, you confirm your agreement to all of the terms of this
Award Agreement, including the arbitration and choice of forum provisions in Paragraph 15.
DOCUMENTS THAT GOVERN YOUR AWARD; DEFINITIONS
2. The Plan. Your Award is granted under the Plan, and the Plan’s terms apply to, and are a part of, this Award Agreement.
3. Your Award Statement. The Award Statement delivered to you contains some of your Award’s specific terms. For example, it
contains the number of Restricted Shares awarded to you and any applicable Transferability Dates.
4. Definitions. Capitalized terms are defined in the Definitions Appendix, which also includes terms that are defined in the Plan.
VESTING OF YOUR RESTRICTED SHARES
5. Vesting. All of your Restricted Shares are Vested. When a Restricted Share is Vested, it means only that your continued active
Employment is not required for that portion of Restricted Shares to become fully transferrable without risk of forfeiture. Vesting does
not mean you have a non-forfeitable right to the Vested portion of your Award. The terms of this Award Agreement (including
the Transfer Restrictions) continue to apply to Vested Restricted Shares, and you can still forfeit Vested Restricted Shares.
TRANSFER RESTRICTIONS
6. Transfer Restrictions. Restricted Shares will be subject to Transfer Restrictions until the Transferability Date next to such
number or percentage of Restricted Shares on your Award Statement. Any purported sale, exchange, transfer, assignment, pledge,
hypothecation, fractionalization, hedge or other disposition in violation of the Transfer Restrictions will be void. Within 30 Business
Days after the Transferability Date listed on your Award Statement (or any other date on which the Transfer Restrictions are to be
removed), GS Inc. will remove the Transfer Restrictions. The Committee or the SIP Committee may select multiple dates within such
30 Business-Day-period on which to remove Transfer Restrictions for all or a portion of the Restricted Shares with the same
Transferability Date listed on the Award Statement, and all such dates will be treated as a single Transferability Date for purposes of
this Award.
DIVIDENDS
7. Dividends. You will be entitled to receive on a current basis any regular cash dividend paid in respect of your Restricted
Shares.
FORFEITURE OF YOUR AWARD
8. How You May Forfeit Your Award. This Paragraph 8 sets forth the events that result in forfeiture of up to all of your
Restricted Shares and may require repayment to the Firm of up to all other amounts previously delivered or paid to you under your
Award in accordance with Paragraph 9. More than one event may apply, and in no case will the occurrence of one event limit the
forfeiture and repayment obligations as a result of the occurrence of any other event. In addition, the Firm reserves the right to
(a) suspend release of Transfer Restrictions, (b) deliver any Restricted Shares or dividends into an escrow account in accordance with
Paragraph 12(f)(v) or (c) apply additional Transfer Restrictions to any Restricted Shares in connection with any investigation of whether
any of the events that result in forfeiture under the Plan or this Paragraph 8 have occurred. Paragraph 10 (relating to certain
circumstances under which restrictions on Association With a Covered Enterprise will not apply) and Paragraph 11 (relating to certain
circumstances under which release of Transfer Restrictions may be accelerated) provide for exceptions to one or more provisions of this
Paragraph 8.
(a) Restricted Shares Forfeited if You Associate With a Covered Enterprise.
(i) If you Associate With a Covered Enterprise before the earlier of or a Qualifying Termination After a
Change in Control, your rights to all the Restricted Shares granted to you will terminate and those Restricted Shares will be
cancelled.
(ii) If you Associate With a Covered Enterprise on or after but before the earlier of or a
Qualifying Termination After a Change in Control, your rights to two-thirds of the Restricted Shares granted to you will terminate
and those Restricted Shares will be cancelled.
(iii) If you Associate With a Covered Enterprise on or after but before the earlier of or a
Qualifying Termination After a Change in Control, your rights to one-third of the Restricted Shares granted to you will terminate
and those Restricted Shares will be cancelled.
(b) Restricted Shares Forfeited if You Solicit Clients or Employees, Interfere with Client or Employee Relationships or
Participate in the Hiring of Employees [or if GS Inc. Experiences Certain Severe Adverse Financial Events]. If:
(i) you, in any manner, directly or indirectly, (A) Solicit any Client to transact business with a Covered Enterprise or to
reduce or refrain from doing any business with the Firm, (B) interfere with or damage (or attempt to interfere with or damage) any
relationship between the Firm and any Client, (C) Solicit any person who is an employee of the Firm to resign from the Firm,
(D) Solicit any Selected Firm Personnel to apply for or accept employment (or other association) with any person or entity other
than the Firm or (E) hire or participate in the hiring of any Selected Firm Personnel by any person or entity other than the Firm
(including, without limitation, participating in the identification of individuals for potential hire, and participating in any hiring
decision), whether as an employee or consultant or otherwise, [or]
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(ii) Selected Firm Personnel are Solicited, hired or accepted into partnership, membership or similar status by (A) any
entity that you form, that bears your name, or in which you possess or control greater than a de minimis equity ownership, voting
or profit participation, or (B) any entity where you have, or will have, direct or indirect managerial responsibility for such Selected
Firm Personnel,
(iii) [GS Inc. fails to maintain the required “Minimum Tier 1 Capital Ratio” as defined under Federal Reserve Board
Regulations applicable to GS Inc. for a period of 90 consecutive business days, or]
(iv) [the Board of Governors of the Federal Reserve or the Federal Deposit Insurance Corporation (the “FDIC”) makes
a written recommendation under Title II (Orderly Liquidation Authority) of the Dodd-Frank Wall Street Reform and Consumer
Protection Act for the appointment of the FDIC as a receiver of GS Inc. based on a determination that GS Inc. is “in default” or “in
danger of default,”]
then your rights to the following Restricted Shares will terminate and those Restricted Shares will be cancelled:
(X) all of the Restricted Shares granted to you if any of the events in this Paragraph 8(b) occurs before the
Date,
(Y) two-thirds of the Restricted Shares granted to you if any of the events in this Paragraph 8(b) occurs on or after the
Date but before the Date, and
(Z) one-third of the Restricted Shares granted to you if any of the events in this Paragraph 8(b) occurs on or after the
Date but before the Date.
(c) Restricted Shares Forfeited upon Certain Events. If any of the following occurs, your rights to all of your Restricted
Shares will terminate and those Restricted Shares will be cancelled, in each case, as may be further described below:
(i) You Failed to Consider Risk. You Failed to Consider Risk during the Firm’s
fiscal year.
(ii) Your Conduct Constitutes Cause. Any event that constitutes Cause has occurred before the Transferability Date.
(iii) You Do Not Meet Your Obligations to the Firm. The Committee determines that, before the Transferability Date,
you failed to meet, in any respect, any obligation under any agreement with the Firm, or any agreement entered into in connection
with your Employment or this Award, including the Firm’s notice period requirement applicable to you, any offer letter,
employment agreement or any shareholders’ agreement relating to the Firm. Your failure to pay or reimburse the Firm, on
demand, for any amount you owe to the Firm will constitute (A) failure to meet an obligation you have under an agreement,
regardless of whether such obligation arises under a written agreement, and/or (B) a material violation of Firm policy constituting
Cause.
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(iv) You Do Not Provide Timely Certifications or Comply with Your Certifications. You fail to certify to GS Inc. that
you have complied with all of the terms of the Plan and this Award Agreement, or the Committee determines that you have failed
to comply with a term of the Plan or this Award Agreement to which you have certified compliance.
(v) You Do Not Follow Dispute Resolution/Arbitration Procedures. You attempt to have any dispute under the Plan or
this Award Agreement resolved in any manner that is not provided for by Paragraph 15 or Section 3.17 of the Plan, or you attempt
to arbitrate a dispute without first having exhausted your internal administrative remedies in accordance with Paragraph 12(f)(viii).
(vi) You Bring an Action that Results in a Determination that Any Award Agreement Term Is Invalid. As a result of
any action brought by you, it is determined that any term of this Award Agreement is invalid.
(vii) You Receive Compensation in Respect of Your Award from Another Employer. Your Employment terminates for
any reason or you otherwise are no longer actively employed with the Firm and another entity grants you cash, equity or other
property (whether vested or unvested) to replace, substitute for or otherwise in respect of any Restricted Shares; provided,
however, that your rights will only be terminated in respect of the Restricted Shares that are replaced, substituted for or otherwise
considered by such other entity in making its grant.
(viii) [Accounting Restatement Required Under Sarbanes-Oxley. GS Inc. is required to prepare an accounting
restatement due to GS Inc.’s material noncompliance, as a result of misconduct, with any financial reporting requirement under the
securities laws as described in Section 304(a) of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”); provided, however, that
your rights will only be terminated in respect of the Restricted Shares to the same extent that would be required under Section 304
(a) of Sarbanes-Oxley had you been a “chief executive officer” or “chief financial officer” of GS Inc. (regardless of whether you
actually hold such position at the relevant time).]
REPAYMENT OF YOUR AWARD
9. When You May Be Required to Repay Your Award.
(a) [Repayment, Generally.] If the Committee determines that any term of this Award was not satisfied, you will be required,
immediately upon demand therefor, to repay to the Firm in accordance with Section 2.5.3 of the Plan, the following:
(i) Any Restricted Shares for which the terms (including the terms for the release of Transfer Restrictions) were not
satisfied.
(ii) Any dividends paid in respect of any Restricted Shares that are cancelled or required to be repaid.
(iii) Any amount applied to satisfy tax withholding or other obligations with respect to any Restricted Shares or
dividend payments that are forfeited or required to be repaid.
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(b) [Repayment Upon Accounting Restatement Required Under Sarbanes-Oxley If an event described in Paragraph 8(c)(viii)
(relating to a requirement under Sarbanes-Oxley that GS Inc. prepare an accounting restatement) occurs, any Restricted Shares,
cash or other property delivered, paid or withheld in respect of this Award will be subject to repayment as described in Paragraph
9(a) to the same extent that would be required under Section 304(a) of Sarbanes-Oxley had you been a “chief executive officer” or
“chief financial officer” of GS Inc. (regardless of whether you actually hold such position at the relevant time).]
EXCEPTIONS TO ASSOCIATION WITH A COVERED ENTERPRISE; TRANSFERABILITY DATES
10. Restrictions on Association With a Covered Enterprise Cease to Apply After an Involuntary or Mutual Agreement
Termination (but the Transferability Date Continues to Apply). Paragraph 8(a) (relating to forfeiture if you Associate With a
Covered Enterprise) will not apply if (a) the Firm characterizes your Employment termination as “involuntary” or by “mutual
agreement” (and, in each case, you have not engaged in conduct constituting Cause) and (b) you execute a general waiver and release of
claims and an agreement to pay any associated tax liability, in each case, in the form the Firm prescribes. No Employment termination
that you initiate, including any purported “constructive termination,” a “termination for good reason” or similar concepts, can be
“involuntary” or by “mutual agreement.” All other terms of this Award Agreement, including the other forfeiture and repayment events
in Paragraphs 8 and 9, continue to apply.
11. Accelerated Release of Transfer Restrictions in the Event of a Qualifying Termination After a Change in Control,
Conflicted Employment or Death. In the event of your Qualifying Termination After a Change in Control, Conflicted Employment or
death, each as described below, your Restricted Shares will be treated as described in this Paragraph 11, and, except as set forth in
Paragraph 11(a), all other terms of this Award Agreement, including the other forfeiture and repayment events in Paragraphs 8 and 9,
continue to apply.
(a) You Have a Qualifying Termination After a Change in Control. If your Employment terminates when you meet the
requirements of a Qualifying Termination After a Change in Control, any Transfer Restrictions will cease to apply. In addition, the
forfeiture events in Paragraph 8 will not apply to your Award.
(b) You Are Determined to Have Accepted Conflicted Employment.
(i) Generally. Notwithstanding anything to the contrary in the Plan or otherwise, for purposes of this Award Agreement,
“Conflicted Employment” means your employment at any U.S. Federal, state or local government, any non-U.S. government, any
supranational or international organization, any self-regulatory organization, or any agency or instrumentality of any such
government or organization, or any other employer (other than an “Accounting Firm” within the meaning of SEC Rule 2-01(f)(2)
of Regulation S-X or any successor thereto) determined by the Committee, if, as a result of such employment, your continued
holding of any Restricted Shares would result in an actual or perceived conflict of interest. If your Employment terminates solely
because you resign to accept Conflicted Employment or if, following your termination of Employment, you notify the Firm that
you are accepting Conflicted Employment, any Transfer Restrictions will cease to apply as soon as practicable after the
Committee has received satisfactory documentation relating to your Conflicted Employment.
(ii) You May Have to Take Other Steps to Address Conflicts of Interest. The Committee retains the authority to
exercise its rights under the Award Agreement or the Plan (including Section 1.3.2 of the Plan) to take or require you to take other
steps it determines in its sole discretion to be necessary or appropriate to cure an actual or perceived conflict of interest (which
may include a determination that the accelerated release of Transfer Restrictions described in Paragraph 11(b)(i) will not apply
because such actions are not necessary or appropriate to cure an actual or perceived conflict of interest).
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(c) Death. If you die, any Transfer Restrictions will cease to apply as soon as practicable after the date of death and after such
documentation as may be requested by the Committee is provided to the Committee.
OTHER TERMS, CONDITIONS AND AGREEMENTS
12. Additional Terms, Conditions and Agreements.
(a) You Must Satisfy Applicable Tax Withholding Requirements. Removal of the Transfer Restrictions is conditioned on
your satisfaction of any applicable withholding taxes in accordance with Section 3.2 of the Plan, which includes the Firm
deducting or withholding amounts from any payment or distribution to you (which, notwithstanding Section 3.2.2 of the Plan, may
exceed the statutory minimum rate if and to the extent determined by the Committee or the SIP Committee). In addition, to the
extent permitted by applicable law, the Firm, in its sole discretion, may require you to provide amounts equal to all or a portion of
any Federal, state, local, foreign or other tax obligations imposed on you or the Firm in connection with the grant of this Award by
requiring you to choose between remitting the amount (i) in cash (or through payroll deduction or otherwise), (ii) in the form of
proceeds from the Firm’s executing a sale of shares of Common Stock delivered to you under this Award or (iii) shares of
Common Stock delivered to you pursuant to this Award. In addition, if you are an individual with separate employment contracts
(at any time during and/or after the Firm’s
fiscal year), the Firm, in its sole discretion, may require you to provide for a
reserve in an amount the Firm determines is advisable or necessary in connection with any actual, anticipated or potential tax
consequences related to your separate employment contracts by requiring you to choose between remitting such amount (i) in cash
(or through payroll deduction or otherwise) or (ii) in the form of proceeds from the Firm’s executing a sale of shares of Common
Stock delivered to you pursuant to this Award (or any other Outstanding awards granted under the Plan or any predecessor or
successor plan thereto).
(b) Firm May Deliver Cash or Other Property Instead of Shares. In accordance with Section 1.3.2(i) of the Plan, in the sole
discretion of the Committee, in lieu of all or any portion of the shares of Common Stock, the Firm may deliver cash, other
securities, other awards under the Plan or other property, and all references in this Award Agreement to deliveries of shares of
Common Stock will include such deliveries of cash, other securities, other awards under the Plan or other property.
(c) Amounts May Be Rounded to Avoid Fractional Shares. Restricted Shares subject to Transfer Restrictions may, in each
case, be rounded to avoid fractional shares of Common Stock.
(d) You May Be Required to Become a Party to the Shareholders’ Agreement. Your rights to your Restricted Shares are
conditioned on your becoming a party to any shareholders’ agreement to which other similarly situated employees (e.g.,
employees with a similar title or position) of the Firm are required to be a party.
(e) Firm May Affix Legends and Place Stop Orders on Restricted Shares. GS Inc. may affix to Certificates representing
shares of Common Stock any legend that the Committee determines to be necessary or advisable (including to reflect any
restrictions to which you may be subject under a separate agreement). GS Inc. may advise the transfer agent to place a stop order
against any legended shares of Common Stock.
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(f) You Agree to Certain Consents, Terms and Conditions. By accepting this Award you understand and agree that:
(i) You Agree to Certain Consents as a Condition to the Award. You have expressly consented to all of the items listed
in Section 3.3.3(d) of the Plan, including the Firm’s supplying to any third-party recordkeeper of the Plan or other person such
personal information of yours as the Committee deems advisable to administer the Plan, and you agree to provide any additional
consents that the Committee determines to be necessary or advisable;
(ii) You Are Subject to the Firm’s Policies, Rules and Procedures. You are subject to the Firm’s policies in effect from
time to time concerning trading in shares of Common Stock and hedging or pledging shares of Common Stock and equity-based
compensation or other awards (including, without limitation, the Firm’s “Policies with Respect to Personal Transactions Involving
GS Securities and GS Equity Awards.” or any successor policies), and confidential or proprietary information, and you will effect
sales of shares of Common Stock in accordance with such rules and procedures as may be adopted from time to time (which may
include, without limitation, restrictions relating to the timing of sale requests, the manner in which sales are executed, pricing
method, consolidation or aggregation of orders and volume limits determined by the Firm);
(iii) You Are Responsible for Costs Associated with Your Award. You will be responsible for all brokerage costs and
other fees or expenses associated with your Restricted Shares, including those related to the sale of shares of Common Stock;
(iv) You Will Be Deemed to Represent Your Compliance with All the Terms of Your Award if You Sell Shares. You
will be deemed to have represented and certified that you have complied with all of the terms of the Plan and this Award
Agreement when you request the sale of shares of Common Stock following the release of Transfer Restrictions;
(v) Firm May Deliver Your Award into an Escrow Account. The Firm may establish and maintain an escrow account
on such terms (which may include your executing any documents related to, and your paying for any costs associated with, such
account) as it may deem necessary or appropriate, and the delivery of shares of Common Stock (including Restricted Shares) or
the payment of cash (including dividends) or other property may initially be made into and held in that escrow account until such
time as the Committee has received such documentation as it may have requested or until the Committee has determined that any
other conditions or restrictions on delivery of shares of Common Stock, cash or other property required by this Award Agreement
have been satisfied;
(vi) You May Be Required to Certify Compliance with Award Terms; You Are Responsible for Providing the Firm
with Updated Address and Contact Information After Your Departure from the Firm. If your Employment terminates while you
continue to hold Restricted Shares, from time to time, you may be required to provide certifications of your compliance with all of
the terms of the Plan and this Award Agreement as described in Paragraph 8(c)(iv). You understand and agree that (A) your
address on file with the Firm at the time any certification is required will be deemed to be your current address, (B) it is your
responsibility to inform the Firm of any changes to your address to ensure timely receipt of the certification materials, (C) you are
responsible for contacting the Firm to obtain such certification materials if
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not received and (D) your failure to return properly completed certification materials by the specified deadline (which includes
your failure to timely return the completed certification because you did not provide the Firm with updated contact information)
will result in the forfeiture of all of your Restricted Shares and subject previously delivered amounts to repayment under
Paragraph 8(c)(iv);
(vii) You Authorize the Firm to Register, in Its or Its Designee’s Name, Any Restricted Shares and Sell, Assign or
Transfer Any Forfeited Restricted Shares. You are granting to the Firm the full power and authority to register any Restricted
Shares in its or its designee’s name and authorizing the Firm or its designee to sell, assign or transfer any Restricted Shares if
forfeited by you. This Award, if held in escrow, will not be delivered to you but will be held by an escrow agent for your
benefit. If an escrow agent is used, such escrow agent will also hold the Restricted Shares for the benefit of the Firm for the
purpose of perfecting its security interest;
(viii) You Must Comply with Applicable Deadlines and Procedures to Appeal Determinations Made by the Committee,
the SIP Committee or SIP Administrators. If you disagree with a determination made by the Committee, the SIP Committee, the
SIP Administrators, or any of their delegates or designees and you wish to appeal such determination, you must submit a written
request to the SIP Committee for review within 180 days after the determination at issue. You must exhaust your internal
administrative remedies (i.e., submit your appeal and wait for resolution of that appeal) before seeking to resolve a dispute through
arbitration pursuant to Paragraph 15 and Section 3.17 of the Plan; and
(ix) You Agree that Covered Persons Will Not Have Liability. In addition to and without limiting the generality of the
provisions of Section 1.3.5 of the Plan, neither the Firm nor any Covered Person will have any liability to you or any other person
for any action taken or omitted in respect of this or any other Award.
13. Non-transferability. Except as otherwise may be provided in this Paragraph 13 or as otherwise may be provided by the
Committee, the limitations on transferability set forth in Section 3.5 of the Plan will apply to this Award. Any purported transfer or
assignment in violation of the provisions of this Paragraph 13 or Section 3.5 of the Plan will be void. The Committee may adopt
procedures pursuant to which some or all recipients of Restricted Shares may transfer some or all of their Restricted Shares (which will
continue to be subject to Transfer Restrictions until the Transferability Date) through a gift for no consideration to any immediate
family member, a trust or other estate planning vehicle approved by the Committee or SIP Committee in which the recipient and/or the
recipient’s immediate family members in the aggregate have 100% of the beneficial interest.
14. Right of Offset. The obligation to pay dividends or to remove the Transfer Restrictions under this Award Agreement is
subject to Section 3.4 of the Plan, which provides for the Firm’s right to offset against such obligation any outstanding amounts you
owe to the Firm and any amounts the Committee deems appropriate pursuant to any tax equalization policy or agreement.
ARBITRATION, CHOICE OF FORUM AND GOVERNING LAW
15. Arbitration; Choice of Forum.
(a) BY ACCEPTING THIS AWARD, YOU ARE INDICATING THAT YOU UNDERSTAND AND AGREE THAT THE ARBITRATION
AND CHOICE OF FORUM PROVISIONS SET FORTH IN SECTION 3.17 OF THE PLAN WILL APPLY TO THIS AWARD. THESE
PROVISIONS, WHICH ARE EXPRESSLY INCORPORATED HEREIN BY REFERENCE, PROVIDE AMONG OTHER THINGS THAT
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ANY DISPUTE, CONTROVERSY OR CLAIM BETWEEN THE FIRM AND YOU ARISING OUT OF OR RELATING TO OR
CONCERNING THE PLAN OR THIS AWARD AGREEMENT WILL BE FINALLY SETTLED BY ARBITRATION IN NEW YORK CITY,
PURSUANT TO THE TERMS MORE FULLY SET FORTH IN SECTION 3.17 OF THE PLAN; PROVIDED THAT NOTHING HEREIN
SHALL PRECLUDE YOU FROM FILING A CHARGE WITH OR PARTICIPATING IN ANY INVESTIGATION OR PROCEEDING
CONDUCTED BY ANY GOVERNMENTAL AUTHORITY, INCLUDING BUT NOT LIMITED TO THE SEC AND THE EQUAL
EMPLOYMENT OPPORTUNITY COMMISSION.
(b) To the fullest extent permitted by applicable law, no arbitrator will have the authority to consider class, collective or
representative claims, to order consolidation or to join different claimants or grant relief other than on an individual basis to the
individual claimant involved.
(c) Notwithstanding any applicable forum rules to the contrary, to the extent there is a question of enforceability of this
Award Agreement arising from a challenge to the arbitrator’s jurisdiction or to the arbitrability of a claim, it will be decided by a
court and not an arbitrator.
(d) All references to the New York Stock Exchange in Section 3.17 of the Plan will be read as references to the Financial
Industry Regulatory Authority.
(e) The Federal Arbitration Act governs interpretation and enforcement of all arbitration provisions under the Plan and this
Award Agreement, and all arbitration proceedings thereunder.
(f) Nothing in this Award Agreement creates a substantive right to bring a claim under U.S. Federal, state, or local
employment laws.
(g) By accepting your Award, you irrevocably appoint each General Counsel of GS Inc., or any person whom the General
Counsel of GS Inc. designates, as your agent for service of process in connection with any suit, action or proceeding arising out of
or relating to or concerning the Plan or any Award which is not arbitrated pursuant to the provisions of Section 3.17.1 of the Plan,
who shall promptly advise you of any such service of process.
(h) To the fullest extent permitted by applicable law, no arbitrator will have the authority to consider any claim as to which
you have not first exhausted your internal administrative remedies in accordance with Paragraph 12(f)(viii).
16. Governing Law. THIS AWARD WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
COMMITTEE AUTHORITY, AMENDMENT AND CONSTRUCTION
17. Committee Authority. The Committee has the authority to determine, in its sole discretion, that any event triggering
forfeiture or repayment of your Award will not apply, to limit the forfeitures and repayments that result under Paragraphs 8 and 9 and to
remove Transfer Restrictions before the Transferability Date. In addition, the Committee, in its sole discretion, may determine whether
Paragraph 10 will apply upon a termination of Employment.
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18. Amendment. The Committee reserves the right at any time to amend the terms of this Award Agreement, and the Board may
amend the Plan in any respect; provided that, notwithstanding the foregoing and Sections 1.3.2(f), 1.3.2(h) and 3.1 of the Plan, no such
amendment will materially adversely affect your rights and obligations under this Award Agreement without your consent; and
provided further that the Committee expressly reserves its rights to amend the Award Agreement and the Plan as described in Sections
1.3.2(h)(1), (2) and (4) of the Plan. A modification that impacts the tax consequences of this Award will not be an amendment that
materially adversely affects your rights and obligations under this Award Agreement. Any amendment of this Award Agreement will be
in writing.
19. Construction, Headings. Unless the context requires otherwise, (a) words describing the singular number include the plural
and vice versa, (b) words denoting any gender include all genders and (c) the words “include,” “includes” and “including” will be
deemed to be followed by the words “without limitation.” The headings in this Award Agreement are for the purpose of convenience
only and are not intended to define or limit the construction of the provisions hereof. References in this Award Agreement to any
specific Plan provision will not be construed as limiting the applicability of any other Plan provision.
IN WITNESS WHEREOF, GS Inc. has caused this Award Agreement to be duly executed and delivered as of the Date of Grant.
THE GOLDMAN SACHS GROUP, INC.
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DEFINITIONS APPENDIX
The following capitalized terms are used in this Award Agreement with the following meanings:
(a) “409A Deferred Compensation” means a “deferral of compensation” or “deferred compensation” as those terms are defined in
the regulations under Section 409A.
(b) “Associate With a Covered Enterprise” means that you (i) form, or acquire a 5% or greater equity ownership, voting or profit
participation interest in, any Covered Enterprise or (ii) associate in any capacity (including association as an officer, employee, partner,
director, consultant, agent or advisor) with any Covered Enterprise. Associate With a Covered Enterprise may include, as determined in
the discretion of either the Committee or the SIP Committee, (i) becoming the subject of any publicly available announcement or report
of a pending or future association with a Covered Enterprise and (ii) unpaid associations, including an association in contemplation of
future employment. “Association With a Covered Enterprise” will have its correlative meaning.
(c) “Award Agreement” means the written document or documents by which each Award is evidenced, including any Award
Statement or any related signature card.
(d) “Conflicted Employment” means your employment at any U.S. Federal, state or local government, any non-U.S. government,
any supranational or international organization, any self-regulatory organization, or any agency or instrumentality of any such
government or organization, or any other employer (other than an “Accounting Firm” within the meaning of SEC Rule 2-01(f)(2) of
Regulation S-X or any successor thereto) determined by the Committee, if, as a result of such employment, your continued holding of
any Restricted Shares would result in an actual or perceived conflict of interest.
(e) “Covered Enterprise” means a Competitive Enterprise and any other existing or planned business enterprise that: (i) offers,
holds itself out as offering or reasonably may be expected to offer products or services that are the same as or similar to those offered by
the Firm or that the Firm reasonably expects to offer (“Firm Products or Services”) or (ii) engages in, holds itself out as engaging in or
reasonably may be expected to engage in any other activity that is the same as or similar to any financial activity engaged in by the Firm
or in which the Firm reasonably expects to engage (“Firm Activities”). For the avoidance of doubt, Firm Activities include any activity
that requires the same or similar skills as any financial activity engaged in by the Firm or in which the Firm reasonably expects to
engage, irrespective of whether any such financial activity is in furtherance of an advisory, agency, proprietary or fiduciary undertaking.
The enterprises covered by this definition include enterprises that offer, hold themselves out as offering or reasonably may be
expected to offer Firm Products or Services, or engage in, hold themselves out as engaging in or reasonably may be expected to engage
in Firm Activities directly, as well as those that do so indirectly by ownership or control (e.g., by owning, being owned by or by being
under common ownership with an enterprise that offers, holds itself out as offering or reasonably may be expected to offer Firm
Products or Services or that engages in, holds itself out as engaging in or reasonably may be expected to engage in Firm Activities). The
definition of Covered Enterprise includes, solely by way of example, any enterprise that offers, holds itself out as offering or reasonably
may be expected to offer any product or service, or engages in, holds itself out as engaging in or reasonably may be expected to engage
in any activity, in any case, associated with investment banking; public or private finance; lending; financial advisory services; private
investing for anyone other than you or your family members (including, for the avoidance of doubt, any type of proprietary investing or
trading); private
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wealth management; private banking; consumer, digital or commercial banking; merchant banking; asset, portfolio or hedge fund
management; insurance or reinsurance underwriting or brokerage; property management; or securities, futures, commodities, energy,
derivatives, currency or digital asset brokerage, sales, lending, custody, clearance, settlement or trading. An enterprise that offers, holds
itself out as offering or reasonably may be expected to offer Firm Products or Services, or engages in, holds itself out as engaging in or
reasonably may be expected to engage in Firm Activities is a Covered Enterprise, irrespective of whether the enterprise is a
customer, client or counterparty of the Firm and, because the Firm is a global enterprise, irrespective of where the Covered
Enterprise is physically located.
(f) “Failed to Consider Risk” means that you participated in the structuring or marketing of any product or service, or participated
on behalf of the Firm or any of its 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 you have improperly analyzed such
risk or where you have failed sufficiently to raise concerns about such risk) and, as a result of such action or omission, the Committee
determines there has been, or reasonably could be expected to be, a material adverse impact on the Firm, your business unit or the
broader financial system.
(g) “ Date” means the first trading day in a Window Period in (or if there is no trading day in a Window
Period that occurs in on or before , another date in that is selected by the Committee or the SIP
Committee) and includes the 30 Business Days after such date.
(h) “Qualifying Termination After a Change in Control” means that the Firm terminates your Employment other than for Cause or
you terminate your Employment for Good Reason, in each case, within 18 months following a Change in Control.
(i) “SEC” means the U.S. Securities and Exchange Commission.
(j) “Selected Firm Personnel” means any individual who is or in the three months preceding the conduct prohibited by Paragraphs
8(b)(i) and (ii) was (i) a Firm employee or consultant with whom you personally worked while employed by the Firm, (ii) a Firm
employee or consultant who, at any time during the year preceding the date of the termination of your Employment, worked in the same
division in which you worked or (iii) an Advisory Director, a Managing Director or a Senior Advisor of the Firm.
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The following capitalized terms are used in this Award Agreement with the meanings that are assigned to them in the Plan.
(a) “Account” means any brokerage account, custody account or similar account, as approved or required by GS Inc. from time to
time, into which shares of Common Stock, cash or other property in respect of an Award are delivered.
(b) “Award Statement” means a written statement that reflects certain Award terms.
(c) “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in New York City are
authorized or obligated by Federal law or executive order to be closed.
(d) “Cause” means (i) the Grantee’s conviction, whether following trial or by plea of guilty or nolo contendere (or similar plea), in
a criminal proceeding (A) on a misdemeanor charge involving fraud, false statements or misleading omissions, wrongful taking,
embezzlement, bribery, forgery, counterfeiting or extortion, or (B) on a felony charge, or (C) on an equivalent charge to those in clauses
(A) and (B) in jurisdictions which do not use those designations, (ii) the Grantee’s engaging in any conduct which constitutes an
employment disqualification under applicable law (including statutory disqualification as defined under the Exchange Act), (iii) the
Grantee’s willful failure to perform the Grantee’s duties to the Firm, (iv) the Grantee’s violation of any securities or commodities laws,
any rules or regulations issued pursuant to such laws, or the rules and regulations of any securities or commodities exchange or
association of which the Firm is a member, (v) the Grantee’s violation of any Firm policy concerning hedging or pledging or
confidential or proprietary information, or the Grantee’s material violation of any other Firm policy as in effect from time to time,
(vi) the Grantee’s engaging in any act or making any statement which impairs, impugns, denigrates, disparages or negatively reflects
upon the name, reputation or business interests of the Firm or (vii) the Grantee’s engaging in any conduct detrimental to the Firm. The
determination as to whether Cause has occurred shall be made by the Committee in its sole discretion and, in such case, the Committee
also may, but shall not be required to, specify the date such Cause occurred (including by determining that a prior termination of
Employment was for Cause). Any rights the Firm may have hereunder and in any Award Agreement in respect of the events giving rise
to Cause shall be in addition to the rights the Firm may have under any other agreement with a Grantee or at law or in equity.
(e) “Change in Control” means the consummation of a merger, consolidation, statutory share exchange or similar form of
corporate transaction involving GS Inc. (a “Reorganization”) or sale or other disposition of all or substantially all of GS Inc.’s assets to
an entity that is not an affiliate of GS Inc. (a “Sale”), that in each case requires the approval of GS Inc.’s shareholders under the law of
GS Inc.’s jurisdiction of organization, whether for such Reorganization or Sale (or the issuance of securities of GS Inc. in such
Reorganization or Sale), unless immediately following such Reorganization or Sale, either: (i) at least 50% of the total voting power (in
respect of the election of directors, or similar officials in the case of an entity other than a corporation) of (A) the entity resulting from
such Reorganization, or the entity which has acquired all or substantially all of the assets of GS Inc. in a Sale (in either case, the
“Surviving Entity”), or (B) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership (within the
meaning of Rule 13d-3 under the Exchange Act, as such Rule is in effect on the date of the adoption of the 1999 SIP) of 50% or more of
the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the
Surviving Entity (the “Parent Entity”) is represented by GS Inc.’s securities (the “GS Inc. Securities”) that were outstanding
immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which such GS Inc. Securities were
converted pursuant to such Reorganization or Sale) or (ii) at least 50% of the members of the board of directors (or similar officials in
the case of an entity other than a corporation) of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) following the
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consummation of the Reorganization or Sale were, at the time of the Board’s approval of the execution of the initial agreement
providing for such Reorganization or Sale, individuals (the “Incumbent Directors”) who either (A) were members of the Board on the
Effective Date or (B) became directors subsequent to the Effective Date and whose election or nomination for election was approved by
a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of GS Inc.’s proxy
statement in which such persons are named as nominees for director).
(f) “Client” means any client or prospective client of the Firm to whom the Grantee provided services, or for whom the Grantee
transacted business, or whose identity became known to the Grantee in connection with the Grantee’s relationship with or employment
by the Firm.
(g) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the applicable rulings and regulations
thereunder.
(h) “Committee” means the committee appointed by the Board to administer the Plan pursuant to Section 1.3, and, to the extent
the Board determines it is appropriate for the compensation realized from Awards under the Plan to be considered “performance based”
compensation under Section 162(m) of the Code, shall be a committee or subcommittee of the Board composed of two or more
members, each of whom is an “outside director” within the meaning of Code Section 162(m), and which, to the extent the Board
determines it is appropriate for Awards under the Plan to qualify for the exemption available under Rule 16b-3(d)(1) or Rule 16b-3(e)
promulgated under the Exchange Act, shall be a committee or subcommittee of the Board composed of two or more members, each of
whom is a “non-employee director” within the meaning of Rule 16b-3. Unless otherwise determined by the Board, the Committee shall
be the Compensation Committee of the Board.
(i) “Common Stock” means common stock of GS Inc., par value $0.01 per share.
(j) “Competitive Enterprise” means an existing or planned business enterprise that (i) engages, or may reasonably be expected to
engage, in any activity, (ii) owns or controls, or may reasonably be expected to own or control, a significant interest in or (iii) is, or may
reasonably be expected to be, owned by, or a significant interest in which is, or may reasonably expected to be, owned or controlled by,
any entity that engages in any activity that, in any case, competes or will compete anywhere with any activity in which the Firm is
engaged. The activities covered by this definition include, without limitation, financial services such as investment banking, public or
private finance, lending, financial advisory services, private investing (for anyone other than the Grantee and members of the Grantee’s
family), merchant banking, asset or hedge fund management, insurance or reinsurance underwriting or brokerage, property
management, or securities, futures, commodities, energy, derivatives or currency brokerage, sales, lending, custody, clearance,
settlement or trading.
(k) “Covered Person” means a member of the Board or the Committee or any employee of the Firm.
(l) “Date of Grant” means the date specified in the Grantee’s Award Agreement as the date of grant of the Award.
(m) “Dividend Equivalent Right” means a dividend equivalent right granted under the Plan, which represents an unfunded and
unsecured promise to pay to the Grantee amounts equal to all or any portion of the regular cash dividends that would be paid on shares
of Common Stock covered by an Award if such shares had been delivered pursuant to an Award.
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(n) “Employment” means the Grantee’s performance of services for the Firm, as determined by the Committee. The terms
“employ” and “employed” shall have their correlative meanings. The Committee in its sole discretion may determine (i) whether and
when a Grantee’s leave of absence results in a termination of Employment (for this purpose, unless the Committee determines
otherwise, a Grantee shall be treated as terminating Employment with the Firm upon the occurrence of an Extended Absence), (ii)
whether and when a change in a Grantee’s association with the Firm results in a termination of Employment and (iii) the impact, if any,
of any such leave of absence or change in association on Awards theretofore made. Unless expressly provided otherwise, any references
in the Plan or any Award Agreement to a Grantee’s Employment being terminated shall include both voluntary and involuntary
terminations.
(o) “Extended Absence” means the Grantee’s inability to perform for six (6) continuous months, due to illness, injury or
pregnancy-related complications, substantially all the essential duties of the Grantee’s occupation, as determined by the Committee.
(p) “Fair Market Value” means, with respect to a share of Common Stock on any day, the fair market value as determined in
accordance with a valuation methodology approved by the Committee.
(q) “Firm” means GS Inc. and its subsidiaries and affiliates.
(r) “Good Reason” means, in connection with a termination of employment by a Grantee following a Change in Control, (a) as
determined by the Committee, a materially adverse alteration in the Grantee’s position or in the nature or status of the Grantee’s
responsibilities from those in effect immediately prior to the Change in Control or (b) the Firm’s requiring the Grantee’s principal place
of Employment to be located more than seventy-five (75) miles from the location where the Grantee is principally Employed at the time
of the Change in Control (except for required travel on the Firm’s business to an extent substantially consistent with the Grantee’s
customary business travel obligations in the ordinary course of business prior to the Change in Control).
(s) “Grantee” means a person who receives an Award.
(t) “GS Inc.” means The Goldman Sachs Group, Inc., and any successor thereto.
(u) “Outstanding” means any Award to the extent it has not been forfeited, cancelled, terminated, exercised or with respect to
which the shares of Common Stock underlying the Award have not been previously delivered or other payments made.
(v) “Restricted Share” means a share of Common Stock delivered under the Plan that is subject to Transfer Restrictions, forfeiture
provisions and/or other terms and conditions specified in the Plan and in the Award Agreement or other Applicable Award Agreement.
All references to Restricted Shares include “Shares at Risk.”
(w) “Retirement” means termination of the Grantee’s Employment (other than for Cause) on or after the Date of Grant at a time
when (i) (A) the sum of the Grantee’s age plus years of service with the Firm (as determined by the Committee in its sole discretion)
equals or exceeds 60 and (B) the Grantee has completed at least 10 years of service with the Firm (as determined by the Committee in
its sole discretion) or, if earlier, (ii) (A) the Grantee has attained age 50 and (B) the Grantee has completed at least five years of service
with the Firm (as determined by the Committee in its sole discretion).
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(x) “Section 409A” means Section 409A of the Code, including any amendments or successor provisions to that Section and any
regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted
through further administrative guidance.
(y) “SIP Administrator” means each person designated by the Committee as a “SIP Administrator” with the authority to perform
day-to-day administrative functions for the Plan.
(z) “SIP Committee” means the persons who have been delegated certain authority under the Plan by the Committee.
(aa) “Solicit” means any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting,
advising, encouraging or requesting any person or entity, in any manner, to take or refrain from taking any action.
(bb) “Transfer Restrictions” means restrictions that prohibit the sale, exchange, transfer, assignment, pledge, hypothecation,
fractionalization, hedge or other disposal (including through the use of any cash-settled instrument), whether voluntarily or involuntarily
by the Grantee, of an Award or any shares of Common Stock, cash or other property delivered in respect of an Award.
(cc) “Transferability Date” means the date Transfer Restrictions on a Restricted Share will be released. Within 30 Business Days
after the applicable Transferability Date, GS Inc. shall take, or shall cause to be taken, such steps as may be necessary to remove
Transfer Restrictions.
(dd) “Vested” means, with respect to an Award, the portion of the Award that is not subject to a condition that the Grantee remain
actively employed by the Firm in order for the Award to remain Outstanding. The fact that an Award becomes Vested shall not mean or
otherwise indicate that the Grantee has an unconditional or nonforfeitable right to such Award, and such Award shall remain subject to
such terms, conditions and forfeiture provisions as may be provided for in the Plan or in the Award Agreement.
(ee) “Vesting Date” means each date specified in the Grantee’s Award Agreement as a date on which part or all of an Award
becomes Vested.
(ff) “Window Period” means a period designated by the Firm during which all employees of the Firm are permitted to purchase or
sell shares of Common Stock (provided that, if the Grantee is a member of a designated group of employees who are subject to different
restrictions, the Window Period may be a period designated by the Firm during which an employee of the Firm in such designated
group is permitted to purchase or sell shares of Common Stock).
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THE GOLDMAN SACHS GROUP, INC.
FIXED ALLOWANCE RSU AWARD
EXHIBIT 10.55
This Award Agreement, together with The Goldman Sachs Amended and Restated Stock Incentive Plan (2015) (the “Plan”),
governs your Fixed Allowance award of RSUs (your “Award”). You should read carefully this entire Award Agreement,
which includes the Award Statement, any attached Appendix and the signature card.
ACCEPTANCE
1. You Must Decide Whether to Accept this Award Agreement. To be eligible to receive your Award, you must by the date
specified (a) open and activate an Account and (b) agree to all the terms of your Award by executing the related signature card
in accordance with its instructions. By executing the signature card, you confirm your agreement to all of the terms of this
Award Agreement, including the arbitration and choice of forum provisions in Paragraph 13.
DOCUMENTS THAT GOVERN YOUR AWARD; DEFINITIONS
2. The Plan. Your Award is granted under the Plan, and the Plan’s terms apply to, and are a part of, this Award Agreement.
3. Your Award Statement. The Award Statement delivered to you contains some of your Award’s specific terms. For example, it
contains the number of Fixed Allowance RSUs awarded to you and any applicable Delivery Dates and Transferability Dates.
4. Definitions. Capitalized terms are defined in the Definitions Appendix, which also includes terms that are defined in the Plan.
VESTING OF YOUR FIXED ALLOWANCE RSUS
5. Vesting. All of your Fixed Allowance RSUs are Vested. When a Fixed Allowance RSU is Vested, it means that your continued
active Employment is not required for delivery of that portion of RSU Shares. The terms of this Award Agreement (including
conditions to delivery and any applicable Transfer Restrictions) continue to apply to Vested Fixed Allowance RSUs.
DELIVERY OF YOUR RSU SHARES
6. Delivery. Reasonably promptly (but no more than 30 Business Days) after each Delivery Date listed on your Award Statement,
RSU Shares (less applicable withholding as described in Paragraph 10(a)) will be delivered (by book entry credit to your Account) in
respect of the amount of Outstanding Fixed Allowance RSUs listed next to that date. The Committee or the SIP Committee may select
multiple dates within the 30-Business-Day period following the Delivery Date to deliver RSU Shares in respect of all or a portion of the
Fixed Allowance RSUs with the same Delivery Date listed on the Award Statement, and all such dates will be treated as a single
Delivery Date for purposes of this Award. Until such delivery, you have only the rights of a general unsecured creditor, and no rights as
a shareholder of GS Inc. Without limiting the Committee’s authority under Section 1.3.2(h) of the Plan, the Firm may accelerate any
Delivery Date by up to 30 days.
TRANSFER RESTRICTIONS FOLLOWING DELIVERY
7. Transfer Restrictions and Shares at Risk. Fifty percent of the RSU Shares that are delivered on any date, before tax
withholding (or, if the applicable tax withholding rate is greater than 50%, all RSU Shares delivered after tax withholding), will be
Shares at Risk. This means that if, for example, on a Delivery Date, you are scheduled to receive delivery of 1,000 RSU Shares, and you
are subject to a 40% withholding rate, then (a) 400 RSU Shares will be withheld for taxes, (b) 500 RSU Shares delivered to you will be
Shares at Risk and (c) 100 RSU Shares delivered to you will not be subject to Transfer Restrictions. Any purported sale, exchange,
transfer, assignment, pledge, hypothecation, fractionalization, hedge or other disposition in violation of the Transfer Restrictions on
Shares at Risk will be void. Within 30 Business Days after the Transferability Date listed on your Award Statement (or any other date
on which the Transfer Restrictions are to be removed), GS Inc. will remove the Transfer Restrictions. The Committee or the SIP
Committee may select multiple dates within such 30-Business-Day period on which to remove Transfer Restrictions for all or a portion
of the Shares at Risk with the same Transferability Date listed on the Award Statement, and all such dates will be treated as a single
Transferability Date for purposes of this Award.
DIVIDENDS
8. Dividend Equivalent Rights and Dividends. Each Fixed Allowance RSU includes a Dividend Equivalent Right, which entitles
you to receive an amount (less applicable withholding), at or after the time of distribution of any regular cash dividend paid by GS Inc.
in respect of a share of Common Stock, equal to any regular cash dividend payment that would have been made in respect of an RSU
Share underlying your Outstanding Fixed Allowance RSUs for any record date that occurs on or after the Date of Grant. In addition,
you will be entitled to receive on a current basis any regular cash dividend paid in respect of your Shares at Risk.
EXCEPTIONS TO DELIVERY AND/OR TRANSFERABILITY DATES
9. Accelerated Delivery and/or Release of Transfer Restrictions in the Event of a Qualifying Termination After a Change
in Control, Conflicted Employment or Death. In the event of your Qualifying Termination After a Change in Control, Conflicted
Employment or death, each as described below, your Outstanding RSUs and Shares at Risk will be treated as described in this
Paragraph 9.
(a) You Have a Qualifying Termination After a Change in Control. If your Employment terminates when you meet the
requirements of a Qualifying Termination After a Change in Control, the RSU Shares underlying your Outstanding Fixed
Allowance RSUs will be delivered, and any Transfer Restrictions will cease to apply.
(b) You Are Determined to Have Accepted Conflicted Employment.
(i) Generally. Notwithstanding anything to the contrary in the Plan or otherwise, for purposes of this Award Agreement,
“Conflicted Employment” means your employment at any U.S. Federal, state or local government, any non-U.S. government, any
supranational or international organization, any self-regulatory organization, or any agency or instrumentality of any such
government or organization, or any other employer (other than an “Accounting Firm” within the meaning of SEC Rule 2-01(f)(2)
of Regulation S-X or any successor thereto) determined by the Committee, if, as a result of such employment, your continued
holding of any Outstanding RSUs and Shares at Risk would result in an actual or perceived conflict of interest. If your
Employment terminates solely because you resign to accept
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Conflicted Employment or if, following your termination of Employment, you notify the Firm that you are accepting Conflicted
Employment, RSU Shares will be delivered in respect of your Outstanding Fixed Allowance RSUs (including in the form of cash
as described in Paragraph 10(b)) and any Transfer Restrictions will cease to apply as soon as practicable after the Committee has
received satisfactory documentation relating to your Conflicted Employment.
(ii) You May Have to Take Other Steps to Address Conflicts of Interest. The Committee retains the authority to
exercise its rights under the Award Agreement or the Plan (including Section 1.3.2 of the Plan) to take or require you to take other
steps it determines in its sole discretion to be necessary or appropriate to cure an actual or perceived conflict of interest (which
may include a determination that the accelerated delivery and/or release of Transfer Restrictions described in Paragraph 9(b)(i)
will not apply because such actions are not necessary or appropriate to cure an actual or perceived conflict of interest).
(c) Death. If you die, the RSU Shares underlying your Outstanding Fixed Allowance RSUs will be delivered to the
representative of your estate and any Transfer Restrictions will cease to apply as soon as practicable after the date of death and
after such documentation as may be requested by the Committee is provided to the Committee.
OTHER TERMS, CONDITIONS AND AGREEMENTS
10. Additional Terms, Conditions and Agreements.
(a) You Must Satisfy Applicable Tax Withholding Requirements. Delivery of RSU Shares is conditioned on your satisfaction
of any applicable withholding taxes in accordance with Section 3.2 of the Plan, which includes the Firm deducting or withholding
amounts from any payment or distribution to you (which, notwithstanding anything in Section 3.2.2 of the Plan, may exceed the
statutory minimum rate if and to the extent determined by the Committee or the SIP Committee). In addition, to the extent
permitted by applicable law, the Firm, in its sole discretion, may require you to provide amounts equal to all or a portion of any
Federal, state, local, foreign or other tax obligations imposed on you or the Firm in connection with the grant or delivery of this
Award by requiring you to choose between remitting the amount (i) in cash (or through payroll deduction or otherwise) or (ii) in
the form of proceeds from the Firm’s executing a sale of RSU Shares delivered to you under this Award. In addition, if you are an
individual with separate employment contracts (at any time during and/or after the Firm’s
discretion, may require you to provide for a reserve in an amount the Firm determines is advisable or necessary in connection with
any actual, anticipated or potential tax consequences related to your separate employment contracts by requiring you to choose
between remitting such amount (i) in cash (or through payroll deduction or otherwise) or (ii) in the form of proceeds from the
Firm’s executing a sale of shares of Common Stock delivered to you pursuant to this Award (or any other Outstanding awards
granted under the Plan or any predecessor or successor plan thereto). In no event, however, does this Paragraph 10(a) give you any
discretion to determine or affect the timing of the delivery of RSU Shares or the timing of payment of tax obligations.
fiscal year), the Firm, in its sole
(b) Firm May Deliver Cash or Other Property Instead of RSU Shares. In accordance with Section 1.3.2(i) of the Plan, in the
sole discretion of the Committee, in lieu of all or any portion of the RSU Shares, the Firm may deliver cash, other securities, other
awards under the Plan or other property, and all references in this Award Agreement to deliveries of RSU Shares will include such
deliveries of cash, other securities, other awards under the Plan or other property.
- 3 -
(c) Amounts May Be Rounded to Avoid Fractional Shares. RSU Shares that become deliverable on a Delivery Date and RSU
Shares subject to Transfer Restrictions may, in each case, be rounded to avoid fractional Shares.
(d) You May Be Required to Become a Party to the Shareholders’ Agreement. Your rights to your Fixed Allowance RSUs
are conditioned on your becoming a party to any shareholders’ agreement to which other similarly situated employees (e.g.,
employees with a similar title or position) of the Firm are required to be a party.
(e) Firm May Affix Legends and Place Stop Orders on Restricted RSU Shares. GS Inc. may affix to Certificates representing
RSU Shares any legend that the Committee determines to be necessary or advisable (including to reflect any restrictions to which
you may be subject under a separate agreement). GS Inc. may advise the transfer agent to place a stop order against any legended
RSU Shares.
(f) You Agree to Certain Consents, Terms and Conditions. By accepting this Award you understand and agree that:
(i) You Agree to Certain Consents as a Condition to the Award. You have expressly consented to all of the items listed
in Section 3.3.3(d) of the Plan, including the Firm’s supplying to any third-party recordkeeper of the Plan or other person such
personal information of yours as the Committee deems advisable to administer the Plan, and you agree to provide any additional
consents that the Committee determines to be necessary or advisable;
(ii) You Are Subject to the Firm’s Policies, Rules and Procedures. You are subject to the Firm’s policies in effect from
time to time concerning trading in RSU Shares and hedging or pledging RSU Shares and equity-based compensation or other
awards (including, without limitation, the Firm’s “Policies with Respect to Personal Transactions Involving GS Securities and GS
Equity Awards” or any successor policies), and confidential or proprietary information, and you will effect sales of RSU Shares in
accordance with such rules and procedures as may be adopted from time to time (which may include, without limitation,
restrictions relating to the timing of sale requests, the manner in which sales are executed, pricing method, consolidation or
aggregation of orders and volume limits determined by the Firm);
(iii) You Are Responsible for Costs Associated with Your Award. You will be responsible for all brokerage costs and
other fees or expenses associated with your Fixed Allowance RSUs, including those related to the sale of RSU Shares;
(iv) You Will Be Deemed to Represent Your Compliance with All the Terms of Your Award if You Accept Delivery
of, or Sell, RSU Shares. You will be deemed to have represented and certified that you have complied with all of the terms of the
Plan and this Award Agreement when RSU Shares are delivered to you, you receive payment in respect of Dividend Equivalent
Rights and you request the sale of RSU Shares following the release of Transfer Restrictions;
(v) Firm May Deliver Your Award into an Escrow Account. The Firm may establish and maintain an escrow account
on such terms (which may include your executing any documents related to, and your paying for any costs associated with, such
account) as it may deem necessary or appropriate, and the delivery of RSU Shares (including Shares at Risk) or the payment of
cash (including dividends and payments under Dividend Equivalent Rights) or other property may initially be made into and held
in that escrow account until such time as the Committee has received such documentation as it may have requested or until the
Committee has determined that any other conditions or restrictions on delivery of RSU Shares, cash or other property required by
this Award Agreement have been satisfied;
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(vi) You Must Comply with Applicable Deadlines and Procedures to Appeal Determinations Made by the Committee,
the SIP Committee or SIP Administrators. If you disagree with a determination made by the Committee, the SIP Committee, the
SIP Administrators, or any of their delegates or designees and you wish to appeal such determination, you must submit a written
request to the SIP Committee for review within 180 days after the determination at issue. You must exhaust your internal
administrative remedies (i.e., submit your appeal and wait for resolution of that appeal) before seeking to resolve a dispute through
arbitration pursuant to Paragraph 13 and Section 3.17 of the Plan; and
(vii) You Agree that Covered Persons Will Not Have Liability. In addition to and without limiting the generality of the
provisions of Section 1.3.5 of the Plan, neither the Firm nor any Covered Person will have any liability to you or any other person
for any action taken or omitted in respect of this or any other Award.
11. Non-transferability. Except as otherwise may be provided in this Paragraph 11 or as otherwise may be provided by the
Committee, the limitations on transferability set forth in Section 3.5 of the Plan will apply to this Award. Any purported transfer or
assignment in violation of the provisions of this Paragraph 11 or Section 3.5 of the Plan will be void. The Committee may adopt
procedures pursuant to which some or all recipients of Fixed Allowance RSUs may transfer some or all of their Fixed Allowance RSUs
and/or Shares at Risk (which will continue to be subject to Transfer Restrictions until the Transferability Date) through a gift for no
consideration to any immediate family member, a trust or other estate planning vehicle approved by the Committee or SIP Committee
in which the recipient and/or the recipient’s immediate family members in the aggregate have 100% of the beneficial interest.
12. Right of Offset. Except as provided in Paragraph 15(h), the obligation to deliver RSU Shares, to pay dividends or payments
under Dividend Equivalent Rights or to remove the Transfer Restrictions under this Award Agreement is subject to Section 3.4 of the
Plan, which provides for the Firm’s right to offset against such obligation any outstanding amounts you owe to the Firm and any
amounts the Committee deems appropriate pursuant to any tax equalization policy or agreement.
ARBITRATION, CHOICE OF FORUM AND GOVERNING LAW
13. Arbitration; Choice of Forum.
(a) BY ACCEPTING THIS AWARD, YOU ARE INDICATING THAT YOU UNDERSTAND AND AGREE THAT THE ARBITRATION
AND CHOICE OF FORUM PROVISIONS SET FORTH IN SECTION 3.17 OF THE PLAN WILL APPLY TO THIS AWARD. THESE
PROVISIONS, WHICH ARE EXPRESSLY INCORPORATED HEREIN BY REFERENCE, PROVIDE AMONG OTHER THINGS THAT
ANY DISPUTE, CONTROVERSY OR CLAIM BETWEEN THE FIRM AND YOU ARISING OUT OF OR RELATING TO OR
CONCERNING THE PLAN OR THIS AWARD AGREEMENT WILL BE FINALLY SETTLED BY ARBITRATION IN NEW YORK CITY,
PURSUANT TO THE TERMS MORE FULLY SET FORTH IN SECTION 3.17 OF THE PLAN; PROVIDED THAT NOTHING HEREIN
SHALL PRECLUDE YOU FROM FILING A CHARGE WITH OR PARTICIPATING IN ANY INVESTIGATION OR PROCEEDING
CONDUCTED BY ANY GOVERNMENTAL AUTHORITY, INCLUDING BUT NOT LIMITED TO THE SEC AND THE EQUAL
EMPLOYMENT OPPORTUNITY COMMISSION.
- 5 -
(b) To the fullest extent permitted by applicable law, no arbitrator will have the authority to consider class, collective or
representative claims, to order consolidation or to join different claimants or grant relief other than on an individual basis to the
individual claimant involved.
(c) Notwithstanding any applicable forum rules to the contrary, to the extent there is a question of enforceability of this
Award Agreement arising from a challenge to the arbitrator’s jurisdiction or to the arbitrability of a claim, it will be decided by a
court and not an arbitrator.
(d) All references to the New York Stock Exchange in Section 3.17 of the Plan will be read as references to the Financial
Industry Regulatory Authority.
(e) The Federal Arbitration Act governs interpretation and enforcement of all arbitration provisions under the Plan and this
Award Agreement, and all arbitration proceedings thereunder.
(f) Nothing in this Award Agreement creates a substantive right to bring a claim under U.S. Federal, state, or local
employment laws.
(g) By accepting your Award, you irrevocably appoint each General Counsel of GS Inc., or any person whom the General
Counsel of GS Inc. designates, as your agent for service of process in connection with any suit, action or proceeding arising out of
or relating to or concerning the Plan or any Award which is not arbitrated pursuant to the provisions of Section 3.17.1 of the Plan,
who shall promptly advise you of any such service of process.
(h) To the fullest extent permitted by applicable law, no arbitrator will have the authority to consider any claim as to which
you have not first exhausted your internal administrative remedies in accordance with Paragraph 10(f)(vi).
14. Governing Law. THIS AWARD WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
CERTAIN TAX PROVISIONS
15. Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 15 apply to you only if
you are a U.S. taxpayer.
(a) This Award Agreement and the Plan provisions that apply to this Award are intended and will be construed to comply
with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, 409A Deferred
Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions. The Committee will have
full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential
inconsistency between the provisions of the Plan (including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the
provisions of this Award Agreement will govern, and in the case of any conflict or potential inconsistency between this Paragraph
15 and the other provisions of this Award Agreement, this Paragraph 15 will govern.
- 6 -
(b) Delivery of RSU Shares will not be delayed beyond the date on which all applicable conditions or restrictions on delivery
of RSU Shares required by this Agreement (including those specified in Paragraphs 6, 7, 9(c) and 10 and the consents and other
items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the
requirements for short-term deferral treatment under Section 409A, delivery for such portion will occur by the March 15
coinciding with the last day of the applicable “short-term deferral” period described in Reg. 1.409A-1(b)(4) in order for the
delivery of RSU Shares to be within the short-term deferral exception unless, in order to permit all applicable conditions or
restrictions on delivery to be satisfied, the Committee elects, pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be
permitted in accordance with Section 409A, to delay delivery of RSU Shares to a later date within the same calendar year or to
such later date as may be permitted under Section 409A, including Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the
Plan pertaining to Code Section 162(m)) and Reg. 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of
installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a
right to a series of separate payments and not as a right to a single payment.
(c) Notwithstanding the provisions of Paragraph 10(b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply
with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your Fixed Allowance
RSUs will not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the
date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU
Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg.
1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including and to the extent applicable, the subsequent
election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)).
(d) Notwithstanding the timing provisions of Paragraph 9(c), the delivery of RSU Shares referred to therein will be made
after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under
Section 409A).
(e) The timing of delivery or payment pursuant to Paragraph 9(a) will occur on the earlier of (i) the Delivery Date or (ii) a
date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a
“specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery will occur on the
earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is
six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the
next Window Period). For purposes of Paragraph 9(a), references in this Award Agreement to termination of Employment mean a
termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm
in accordance with Section 409A).
(f) Notwithstanding any provision of Paragraph 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights
with respect to each of your Outstanding Fixed Allowance RSUs will be paid to you within the calendar year that includes the date
of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a share of Common Stock the record date
for which occurs on or after the Date of Grant. The payment will be in an amount (less applicable withholding) equal to such
regular dividend payment as would have been made in respect of the RSU Shares underlying such Outstanding Fixed Allowance
RSUs.
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(g) The timing of delivery or payment referred to in Paragraph 9(b)(i) will be the earlier of (i) the Delivery Date or (ii) a date
that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted
Employment, provided that such delivery or payment will be made, and any Committee action referred to in Paragraph 9(b)(ii)
will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the
imposition of any additional tax to you under Section 409A.
(h) Paragraph 12 and Section 3.4 of the Plan will not apply to Awards that are 409A Deferred Compensation except to the
extent permitted under Section 409A.
(i) Delivery of RSU Shares in respect of any Award may be made, if and to the extent elected by the Committee, later than
the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A Deferred
Compensation, only to the extent that the later delivery is permitted under Section 409A).
(j) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to
Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery.
AMENDMENT AND CONSTRUCTION
16. Amendment. The Committee reserves the right at any time to amend the terms of this Award Agreement, and the Board may
amend the Plan in any respect; provided that, notwithstanding the foregoing and Sections 1.3.2(f), 1.3.2(h) and 3.1 of the Plan, no such
amendment will materially adversely affect your rights and obligations under this Award Agreement without your consent; and
provided further that the Committee expressly reserves its rights to amend the Award Agreement and the Plan as described in Sections
1.3.2(h)(1), (2) and (4) of the Plan. A modification that impacts the tax consequences of this Award or the timing of delivery of RSU
Shares will not be an amendment that materially adversely affects your rights and obligations under this Award Agreement. Any
amendment of this Award Agreement will be in writing.
17. Construction, Headings. Unless the context requires otherwise, (a) words describing the singular number include the plural
and vice versa, (b) words denoting any gender include all genders and (c) the words “include,” “includes” and “including” will be
deemed to be followed by the words “without limitation.” The headings in this Award Agreement are for the purpose of convenience
only and are not intended to define or limit the construction of the provisions hereof. References in this Award Agreement to any
specific Plan provision will not be construed as limiting the applicability of any other Plan provision.
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IN WITNESS WHEREOF, GS Inc. has caused this Award Agreement to be duly executed and delivered as of the Date of
Grant.
THE GOLDMAN SACHS GROUP, INC.
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DEFINITIONS APPENDIX
The following capitalized terms are used in this Award Agreement with the following meanings:
(a) “409A Deferred Compensation” means a “deferral of compensation” or “deferred compensation” as those terms are defined in
the regulations under Section 409A.
(b) “Award Agreement” means the written document or documents by which each Award is evidenced, including any Award
Statement or any related signature card.
(c) “Conflicted Employment” means your employment at any U.S. Federal, state or local government, any non-U.S. government,
any supranational or international organization, any self-regulatory organization, or any agency or instrumentality of any such
government or organization, or any other employer (other than an “Accounting Firm” within the meaning of SEC Rule 2-01(f)(2) of
Regulation S-X or any successor thereto) determined by the Committee, if, as a result of such employment, your continued holding of
any Outstanding RSUs and Shares at Risk would result in an actual or perceived conflict of interest.
(d) “Qualifying Termination After a Change in Control” means that the Firm terminates your Employment other than for Cause or
you terminate your Employment for Good Reason, in each case, within 18 months following a Change in Control.
(e) “SEC” means the U.S. Securities and Exchange Commission.
(f) “Shares at Risk” means RSU Shares subject to Transfer Restrictions.
The following capitalized terms are used in this Award Agreement with the meanings that are assigned to them in the Plan.
(a) “Account” means any brokerage account, custody account or similar account, as approved or required by GS Inc. from time to
time, into which shares of Common Stock, cash or other property in respect of an Award are delivered.
(b) “Award Statement” means a written statement that reflects certain Award terms.
(c) “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in New York City are
authorized or obligated by Federal law or executive order to be closed.
(d) “Cause” means (i) the Grantee’s conviction, whether following trial or by plea of guilty or nolo contendere (or similar plea), in
a criminal proceeding (A) on a misdemeanor charge involving fraud, false statements or misleading omissions, wrongful taking,
embezzlement, bribery, forgery, counterfeiting or extortion, or (B) on a felony charge, or (C) on an equivalent charge to those in clauses
(A) and (B) in jurisdictions which do not use those designations, (ii) the Grantee’s engaging in any conduct which constitutes an
employment disqualification under applicable law (including statutory disqualification as defined under the Exchange Act), (iii) the
Grantee’s willful failure to perform the Grantee’s duties to the Firm, (iv) the Grantee’s violation of any securities or commodities laws,
any rules or regulations issued pursuant to such laws, or the rules and regulations of any securities or commodities exchange or
association of which the Firm is a member, (v) the Grantee’s violation of any Firm policy concerning hedging or pledging or
confidential or proprietary information, or the Grantee’s material violation of any other Firm policy as in effect from time to time,
(vi) the Grantee’s engaging in any act or making any statement which impairs, impugns, denigrates, disparages or negatively reflects
upon the name, reputation
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or business interests of the Firm or (vii) the Grantee’s engaging in any conduct detrimental to the Firm. The determination as to whether
Cause has occurred shall be made by the Committee in its sole discretion and, in such case, the Committee also may, but shall not be
required to, specify the date such Cause occurred (including by determining that a prior termination of Employment was for Cause).
Any rights the Firm may have hereunder and in any Award Agreement in respect of the events giving rise to Cause shall be in addition
to the rights the Firm may have under any other agreement with a Grantee or at law or in equity.
(e) “Change in Control” means the consummation of a merger, consolidation, statutory share exchange or similar form of
corporate transaction involving GS Inc. (a “Reorganization”) or sale or other disposition of all or substantially all of GS Inc.’s assets to
an entity that is not an affiliate of GS Inc. (a “Sale”), that in each case requires the approval of GS Inc.’s shareholders under the law of
GS Inc.’s jurisdiction of organization, whether for such Reorganization or Sale (or the issuance of securities of GS Inc. in such
Reorganization or Sale), unless immediately following such Reorganization or Sale, either: (i) at least 50% of the total voting power (in
respect of the election of directors, or similar officials in the case of an entity other than a corporation) of (A) the entity resulting from
such Reorganization, or the entity which has acquired all or substantially all of the assets of GS Inc. in a Sale (in either case, the
“Surviving Entity”), or (B) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership (within the
meaning of Rule 13d-3 under the Exchange Act, as such Rule is in effect on the date of the adoption of the 1999 SIP) of 50% or more of
the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the
Surviving Entity (the “Parent Entity”) is represented by GS Inc.’s securities (the “GS Inc. Securities”) that were outstanding
immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which such GS Inc. Securities were
converted pursuant to such Reorganization or Sale) or (ii) at least 50% of the members of the board of directors (or similar officials in
the case of an entity other than a corporation) of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) following the
consummation of the Reorganization or Sale were, at the time of the Board’s approval of the execution of the initial agreement
providing for such Reorganization or Sale, individuals (the “Incumbent Directors”) who either (A) were members of the Board on the
Effective Date or (B) became directors subsequent to the Effective Date and whose election or nomination for election was approved by
a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of GS Inc.’s proxy
statement in which such persons are named as nominees for director).
(f) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the applicable rulings and regulations
thereunder.
(g) “Committee” means the committee appointed by the Board to administer the Plan pursuant to Section 1.3, and, to the extent
the Board determines it is appropriate for the compensation realized from Awards under the Plan to be considered “performance based”
compensation under Section 162(m) of the Code, shall be a committee or subcommittee of the Board composed of two or more
members, each of whom is an “outside director” within the meaning of Code Section 162(m), and which, to the extent the Board
determines it is appropriate for Awards under the Plan to qualify for the exemption available under Rule 16b-3(d)(1) or Rule 16b-3(e)
promulgated under the Exchange Act, shall be a committee or subcommittee of the Board composed of two or more members, each of
whom is a “non-employee director” within the meaning of Rule 16b-3. Unless otherwise determined by the Board, the Committee shall
be the Compensation Committee of the Board.
(h) “Common Stock” means common stock of GS Inc., par value $0.01 per share.
(i) “Covered Person” means a member of the Board or the Committee or any employee of the Firm.
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(j) “Date of Grant” means the date specified in the Grantee’s Award Agreement as the date of grant of the Award.
(k) “Delivery Date” means each date specified in the Grantee’s Award Agreement as a delivery date, provided, unless the
Committee determines otherwise, such date is during a Window Period or, if such date is not during a Window Period, the first trading
day of the first Window Period beginning after such date.
(l) “Dividend Equivalent Right” means a dividend equivalent right granted under the Plan, which represents an unfunded and
unsecured promise to pay to the Grantee amounts equal to all or any portion of the regular cash dividends that would be paid on shares
of Common Stock covered by an Award if such shares had been delivered pursuant to an Award.
(m) “Employment” means the Grantee’s performance of services for the Firm, as determined by the Committee. The terms
“employ” and “employed” shall have their correlative meanings. The Committee in its sole discretion may determine (i) whether and
when a Grantee’s leave of absence results in a termination of Employment (for this purpose, unless the Committee determines
otherwise, a Grantee shall be treated as terminating Employment with the Firm upon the occurrence of an Extended Absence), (ii)
whether and when a change in a Grantee’s association with the Firm results in a termination of Employment and (iii) the impact, if any,
of any such leave of absence or change in association on Awards theretofore made. Unless expressly provided otherwise, any references
in the Plan or any Award Agreement to a Grantee’s Employment being terminated shall include both voluntary and involuntary
terminations.
(n) “Firm” means GS Inc. and its subsidiaries and affiliates.
(o) “Good Reason” means, in connection with a termination of employment by a Grantee following a Change in Control, (a) as
determined by the Committee, a materially adverse alteration in the Grantee’s position or in the nature or status of the Grantee’s
responsibilities from those in effect immediately prior to the Change in Control or (b) the Firm’s requiring the Grantee’s principal place
of Employment to be located more than seventy-five (75) miles from the location where the Grantee is principally Employed at the time
of the Change in Control (except for required travel on the Firm’s business to an extent substantially consistent with the Grantee’s
customary business travel obligations in the ordinary course of business prior to the Change in Control).
(p) “Grantee” means a person who receives an Award.
(q) “GS Inc.” means The Goldman Sachs Group, Inc., and any successor thereto.
(r) “Outstanding” means any Award to the extent it has not been forfeited, cancelled, terminated, exercised or with respect to
which the shares of Common Stock underlying the Award have not been previously delivered or other payments made.
(s) “RSU” means a restricted stock unit Award granted under the Plan, which represents an unfunded and unsecured promise to
deliver shares of Common Stock in accordance with the terms of the RSU Award Agreement.
(t) “RSU Shares” means shares of Common Stock that underlie an RSU.
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(u) “Section 409A” means Section 409A of the Code, including any amendments or successor provisions to that Section and any
regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted
through further administrative guidance.
(v) “SIP Administrator” means each person designated by the Committee as a “SIP Administrator” with the authority to perform
day-to-day administrative functions for the Plan.
(w) “SIP Committee” means the persons who have been delegated certain authority under the Plan by the Committee.
(x) “Transfer Restrictions” means restrictions that prohibit the sale, exchange, transfer, assignment, pledge, hypothecation,
fractionalization, hedge or other disposal (including through the use of any cash-settled instrument), whether voluntarily or involuntarily
by the Grantee, of an Award or any shares of Common Stock, cash or other property delivered in respect of an Award.
(y) “Transferability Date” means the date Transfer Restrictions on a Restricted Share will be released. Within 30 Business Days
after the applicable Transferability Date, GS Inc. shall take, or shall cause to be taken, such steps as may be necessary to remove
Transfer Restrictions.
(z) “Vested” means, with respect to an Award, the portion of the Award that is not subject to a condition that the Grantee remain
actively employed by the Firm in order for the Award to remain Outstanding. The fact that an Award becomes Vested shall not mean or
otherwise indicate that the Grantee has an unconditional or nonforfeitable right to such Award, and such Award shall remain subject to
such terms, conditions and forfeiture provisions as may be provided for in the Plan or in the Award Agreement.
(aa) “Window Period” means a period designated by the Firm during which all employees of the Firm are permitted to purchase or
sell shares of Common Stock (provided that, if the Grantee is a member of a designated group of employees who are subject to different
restrictions, the Window Period may be a period designated by the Firm during which an employee of the Firm in such designated
group is permitted to purchase or sell shares of Common Stock).
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THE GOLDMAN SACHS GROUP, INC.
FIXED ALLOWANCE RESTRICTED STOCK AWARD
EXHIBIT 10.56
This Award Agreement, together with The Goldman Sachs Amended and Restated Stock Incentive Plan (2015) (the “Plan”),
governs your award of Fixed Allowance Restricted Shares (your “Award”). You should read carefully this entire Award
Agreement, which includes the Award Statement, any attached Appendix and the signature card.
ACCEPTANCE
1. You Must Decide Whether to Accept this Award Agreement. To be eligible to receive your Award, you must by the date
specified (a) open and activate an Account and (b) agree to all the terms of your Award by executing the related signature card
in accordance with its instructions. By executing the signature card, you confirm your agreement to all of the terms of this
Award Agreement, including the arbitration and choice of forum provisions in Paragraph 12.
DOCUMENTS THAT GOVERN YOUR AWARD; DEFINITIONS
2. The Plan. Your Award is granted under the Plan, and the Plan’s terms apply to, and are a part of, this Award Agreement.
3. Your Award Statement. The Award Statement delivered to you contains some of your Award’s specific terms. For example, it
contains the number of Fixed Allowance Restricted Shares awarded to you and any applicable Transferability Dates.
4. Definitions. Capitalized terms are defined in the Definitions Appendix, which also includes terms that are defined in the Plan.
VESTING OF YOUR FIXED ALLOWANCE RESTRICTED SHARES
5. Vesting. All of your Fixed Allowance Restricted Shares are Vested. When a Fixed Allowance Restricted Share is Vested, it
means that your continued active Employment is not required for that portion of Restricted Shares to become fully transferable without
risk of forfeiture. The terms of this Award Agreement (including any applicable Transfer Restrictions) continue to apply to
Vested Fixed Allowance Restricted Shares.
TRANSFER RESTRICTIONS
6. Transfer Restrictions. Fixed Allowance Restricted Shares will be subject to Transfer Restrictions until the Transferability Date
next to such number or percentage of Restricted Shares on your Award Statement. Any purported sale, exchange, transfer, assignment,
pledge, hypothecation, fractionalization, hedge or other disposition in violation of the Transfer Restrictions will be void. Within 30
Business Days after the Transferability Date listed on your Award Statement (or any other date on which the Transfer Restrictions are
to be removed), GS Inc. will remove the Transfer Restrictions. The Committee or the SIP Committee may select multiple dates within
such 30-Business-Day period on which to remove Transfer Restrictions for all or a portion of the Restricted Shares with the same
Transferability Date listed on the Award Statement, and all such dates will be treated as a single Transferability Date for purposes of
this Award.
DIVIDENDS
7. Dividends. You will be entitled to receive on a current basis any regular cash dividend paid in respect of your Fixed Allowance
Restricted Shares.
EXCEPTIONS TO TRANSFERABILITY DATES
8. Accelerated Release of Transfer Restrictions in the Event of a Qualifying Termination After a Change in Control,
Conflicted Employment or Death. In the event of your Qualifying Termination After a Change in Control, Conflicted Employment or
death, each as described below, your Outstanding Restricted Shares will be treated as described in this Paragraph 8.
(a) You Have a Qualifying Termination After a Change in Control. If your Employment terminates when you meet the
requirements of a Qualifying Termination After a Change in Control, any Transfer Restrictions will cease to apply.
(b) You Are Determined to Have Accepted Conflicted Employment.
(i) Generally. Notwithstanding anything to the contrary in the Plan or otherwise, for purposes of this Award Agreement,
“Conflicted Employment” means your employment at any U.S. Federal, state or local government, any non-U.S. government, any
supranational or international organization, any self-regulatory organization, or any agency or instrumentality of any such
government or organization, or any other employer (other than an “Accounting Firm” within the meaning of SEC Rule 2-01(f)(2)
of Regulation S-X or any successor thereto) determined by the Committee, if, as a result of such employment, your continued
holding of any Outstanding Restricted Shares would result in an actual or perceived conflict of interest. If your Employment
terminates solely because you resign to accept Conflicted Employment or if, following your termination of Employment, you
notify the Firm that you are accepting Conflicted Employment, any Transfer Restrictions will cease to apply as soon as practicable
after the Committee has received satisfactory documentation relating to your Conflicted Employment.
(ii) You May Have to Take Other Steps to Address Conflicts of Interest. The Committee retains the authority to
exercise its rights under the Award Agreement or the Plan (including Section 1.3.2 of the Plan) to take or require you to take other
steps it determines in its sole discretion to be necessary or appropriate to cure an actual or perceived conflict of interest (which
may include a determination that the accelerated release of Transfer Restrictions described in Paragraph 8(b)(i) will not apply
because such actions are not necessary or appropriate to cure an actual or perceived conflict of interest).
(c) Death. If you die, any Transfer Restrictions will cease to apply as soon as practicable after the date of death and after such
documentation as may be requested by the Committee is provided to the Committee.
OTHER TERMS, CONDITIONS AND AGREEMENTS
9. Additional Terms, Conditions and Agreements.
(a) You Must Satisfy Applicable Tax Withholding Requirements. Removal of the Transfer Restrictions is conditioned on
your satisfaction of any applicable withholding taxes in accordance with Section 3.2 of the Plan, which includes the Firm
deducting or withholding
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amounts from any payment or distribution to you (which, notwithstanding Section 3.2.2 of the Plan, may exceed the statutory
minimum rate if and to the extent determined by the Committee or the SIP Committee). In addition, to the extent permitted by
applicable law, the Firm, in its sole discretion, may require you to provide amounts equal to all or a portion of any Federal, state,
local, foreign or other tax obligations imposed on you or the Firm in connection with the grant of this Award by requiring you to
choose between remitting the amount (i) in cash (or through payroll deduction or otherwise), (ii) in the form of proceeds from the
Firm’s executing a sale of shares of Common Stock delivered to you under this Award or (iii) shares of Common Stock delivered
to you pursuant to this Award. In addition, if you are an individual with separate employment contracts (at any time during and/or
after the Firm’s
determines is advisable or necessary in connection with any actual, anticipated or potential tax consequences related to your
separate employment contracts by requiring you to choose between remitting such amount (i) in cash (or through payroll
deduction or otherwise) or (ii) in the form of proceeds from the Firm’s executing a sale of shares of Common Stock delivered to
you pursuant to this Award (or any other Outstanding awards granted under the Plan or any predecessor or successor plan thereto).
fiscal year), the Firm, in its sole discretion, may require you to provide for a reserve in an amount the Firm
(b) Firm May Deliver Cash or Other Property Instead of Shares. In accordance with Section 1.3.2(i) of the Plan, in the sole
discretion of the Committee, in lieu of all or any portion of the shares of Common Stock, the Firm may deliver cash, other
securities, other awards under the Plan or other property, and all references in this Award Agreement to deliveries of shares of
Common Stock will include such deliveries of cash, other securities, other awards under the Plan or other property.
(c) Amounts May Be Rounded to Avoid Fractional Shares. Restricted Shares subject to Transfer Restrictions may, in each
case, be rounded to avoid fractional shares of Common Stock.
(d) You May Be Required to Become a Party to the Shareholders’ Agreement. Your rights to your Fixed Allowance
Restricted Shares are conditioned on your becoming a party to any shareholders’ agreement to which other similarly situated
employees (e.g., employees with a similar title or position) of the Firm are required to be a party.
(e) Firm May Affix Legends and Place Stop Orders on Restricted Shares. GS Inc. may affix to Certificates representing
shares of Common Stock any legend that the Committee determines to be necessary or advisable (including to reflect any
restrictions to which you may be subject under a separate agreement). GS Inc. may advise the transfer agent to place a stop order
against any legended shares of Common Stock.
(f) You Agree to Certain Consents, Terms and Conditions. By accepting this Award you understand and agree that:
(i) You Agree to Certain Consents as a Condition to the Award. You have expressly consented to all of the items listed
in Section 3.3.3(d) of the Plan, including the Firm’s supplying to any third-party recordkeeper of the Plan or other person such
personal information of yours as the Committee deems advisable to administer the Plan, and you agree to provide any additional
consents that the Committee determines to be necessary or advisable;
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(ii) You Are Subject to the Firm’s Policies, Rules and Procedures. You are subject to the Firm’s policies in effect from
time to time concerning trading in shares of Common Stock and hedging or pledging shares of Common Stock and equity-based
compensation or other awards (including, without limitation, the Firm’s “Policies with Respect to Personal Transactions Involving
GS Securities and GS Equity Awards” or any successor policies), and confidential or proprietary information, and you will effect
sales of shares of Common Stock in accordance with such rules and procedures as may be adopted from time to time (which may
include, without limitation, restrictions relating to the timing of sale requests, the manner in which sales are executed, pricing
method, consolidation or aggregation of orders and volume limits determined by the Firm);
(iii) You Are Responsible for Costs Associated with Your Award. You will be responsible for all brokerage costs and
other fees or expenses associated with your Fixed Allowance Restricted Shares, including those related to the sale of shares of
Common Stock;
(iv) You Will Be Deemed to Represent Your Compliance with All the Terms of Your Award if You Sell Shares. You
will be deemed to have represented and certified that you have complied with all of the terms of the Plan and this Award
Agreement when you request the sale of shares of Common Stock following the release of Transfer Restrictions;
(v) Firm May Deliver Your Award into an Escrow Account. The Firm may establish and maintain an escrow account
on such terms (which may include your executing any documents related to, and your paying for any costs associated with, such
account) as it may deem necessary or appropriate, and the delivery of shares of Common Stock (including Restricted Shares) or
the payment of cash (including dividends) or other property may initially be made into and held in that escrow account until such
time as the Committee has received such documentation as it may have requested or until the Committee has determined that any
other conditions or restrictions on delivery of shares of Common Stock, cash or other property required by this Award Agreement
have been satisfied;
(vi) You Must Comply with Applicable Deadlines and Procedures to Appeal Determinations Made by the Committee,
the SIP Committee or SIP Administrators. If you disagree with a determination made by the Committee, the SIP Committee, the
SIP Administrators, or any of their delegates or designees and you wish to appeal such determination, you must submit a written
request to the SIP Committee for review within 180 days after the determination at issue. You must exhaust your internal
administrative remedies (i.e., submit your appeal and wait for resolution of that appeal) before seeking to resolve a dispute through
arbitration pursuant to Paragraph 12 and Section 3.17 of the Plan; and
(vii) You Agree that Covered Persons Will Not Have Liability. In addition to and without limiting the generality of the
provisions of Section 1.3.5 of the Plan, neither the Firm nor any Covered Person will have any liability to you or any other person
for any action taken or omitted in respect of this or any other Award.
10. Non-transferability. Except as otherwise may be provided in this Paragraph 10 or as otherwise may be provided by the
Committee, the limitations on transferability set forth in Section 3.5 of the Plan will apply to this Award. Any purported transfer or
assignment in violation of the provisions of this Paragraph 10 or Section 3.5 of the Plan will be void. The Committee may adopt
procedures pursuant to which some or all recipients of Fixed Allowance Restricted Shares may transfer some or all of their Fixed
Allowance Restricted Shares (which will continue to be subject to Transfer Restrictions until the Transferability Date) through a gift for
no consideration to any immediate family member, a trust or other estate planning vehicle approved by the Committee or SIP
Committee in which the recipient and/or the recipient’s immediate family members in the aggregate have 100% of the beneficial
interest.
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11. Right of Offset. The obligation to pay dividends or to remove the Transfer Restrictions under this Award Agreement is
subject to Section 3.4 of the Plan, which provides for the Firm’s right to offset against such obligation any outstanding amounts you
owe to the Firm and any amounts the Committee deems appropriate pursuant to any tax equalization policy or agreement.
ARBITRATION, CHOICE OF FORUM AND GOVERNING LAW
12. Arbitration; Choice of Forum.
(a) BY ACCEPTING THIS AWARD, YOU ARE INDICATING THAT YOU UNDERSTAND AND AGREE THAT THE ARBITRATION
AND CHOICE OF FORUM PROVISIONS SET FORTH IN SECTION 3.17 OF THE PLAN WILL APPLY TO THIS AWARD. THESE
PROVISIONS, WHICH ARE EXPRESSLY INCORPORATED HEREIN BY REFERENCE, PROVIDE AMONG OTHER THINGS THAT
ANY DISPUTE, CONTROVERSY OR CLAIM BETWEEN THE FIRM AND YOU ARISING OUT OF OR RELATING TO OR
CONCERNING THE PLAN OR THIS AWARD AGREEMENT WILL BE FINALLY SETTLED BY ARBITRATION IN NEW YORK CITY,
PURSUANT TO THE TERMS MORE FULLY SET FORTH IN SECTION 3.17 OF THE PLAN; PROVIDED THAT NOTHING HEREIN
SHALL PRECLUDE YOU FROM FILING A CHARGE WITH OR PARTICIPATING IN ANY INVESTIGATION OR PROCEEDING
CONDUCTED BY ANY GOVERNMENTAL AUTHORITY, INCLUDING BUT NOT LIMITED TO THE SEC AND THE EQUAL
EMPLOYMENT OPPORTUNITY COMMISSION.
(b) To the fullest extent permitted by applicable law, no arbitrator will have the authority to consider class, collective or
representative claims, to order consolidation or to join different claimants or grant relief other than on an individual basis to the
individual claimant involved.
(c) Notwithstanding any applicable forum rules to the contrary, to the extent there is a question of enforceability of this
Award Agreement arising from a challenge to the arbitrator’s jurisdiction or to the arbitrability of a claim, it will be decided by a
court and not an arbitrator.
(d) All references to the New York Stock Exchange in Section 3.17 of the Plan will be read as references to the Financial
Industry Regulatory Authority.
(e) The Federal Arbitration Act governs interpretation and enforcement of all arbitration provisions under the Plan and this
Award Agreement, and all arbitration proceedings thereunder.
(f) Nothing in this Award Agreement creates a substantive right to bring a claim under U.S. Federal, state, or local
employment laws.
(g) By accepting your Award, you irrevocably appoint each General Counsel of GS Inc., or any person whom the General
Counsel of GS Inc. designates, as your agent for service of process in connection with any suit, action or proceeding arising out of
or relating to or concerning the Plan or any Award which is not arbitrated pursuant to the provisions of Section 3.17.1 of the Plan,
who shall promptly advise you of any such service of process.
(h) To the fullest extent permitted by applicable law, no arbitrator will have the authority to consider any claim as to which
you have not first exhausted your internal administrative remedies in accordance with Paragraph 9(f)(vi).
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13. Governing Law. THIS AWARD WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
AMENDMENT AND CONSTRUCTION
14. Amendment. The Committee reserves the right at any time to amend the terms of this Award Agreement, and the Board may
amend the Plan in any respect; provided that, notwithstanding the foregoing and Sections 1.3.2(f), 1.3.2(h) and 3.1 of the Plan, no such
amendment will materially adversely affect your rights and obligations under this Award Agreement without your consent; and
provided further that the Committee expressly reserves its rights to amend the Award Agreement and the Plan as described in Sections
1.3.2(h)(1), (2) and (4) of the Plan. A modification that impacts the tax consequences of this Award will not be an amendment that
materially adversely affects your rights and obligations under this Award Agreement. Any amendment of this Award Agreement will be
in writing.
15. Construction, Headings. Unless the context requires otherwise, (a) words describing the singular number include the plural
and vice versa, (b) words denoting any gender include all genders and (c) the words “include,” “includes” and “including” will be
deemed to be followed by the words “without limitation.” The headings in this Award Agreement are for the purpose of convenience
only and are not intended to define or limit the construction of the provisions hereof. References in this Award Agreement to any
specific Plan provision will not be construed as limiting the applicability of any other Plan provision.
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IN WITNESS WHEREOF, GS Inc. has caused this Award Agreement to be duly executed and delivered as of the Date of
Grant.
THE GOLDMAN SACHS GROUP, INC.
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DEFINITIONS APPENDIX
The following capitalized terms are used in this Award Agreement with the following meanings:
(a) “409A Deferred Compensation” means a “deferral of compensation” or “deferred compensation” as those terms are defined in
the regulations under Section 409A.
(b) “Award Agreement” means the written document or documents by which each Award is evidenced, including any Award
Statement or any related signature card.
(c) “Conflicted Employment” means your employment at any U.S. Federal, state or local government, any non-U.S. government,
any supranational or international organization, any self-regulatory organization, or any agency or instrumentality of any such
government or organization, or any other employer (other than an “Accounting Firm” within the meaning of SEC Rule 2-01(f)(2) of
Regulation S-X or any successor thereto) determined by the Committee, if, as a result of such employment, your continued holding of
any Outstanding Restricted Shares would result in an actual or perceived conflict of interest.
(d) “Qualifying Termination After a Change in Control” means that the Firm terminates your Employment other than for Cause or
you terminate your Employment for Good Reason, in each case, within 18 months following a Change in Control.
(e) “SEC” means the U.S. Securities and Exchange Commission.
The following capitalized terms are used in this Award Agreement with the meanings that are assigned to them in the Plan.
(a) “Account” means any brokerage account, custody account or similar account, as approved or required by GS Inc. from time to
time, into which shares of Common Stock, cash or other property in respect of an Award are delivered.
(b) “Award Statement” means a written statement that reflects certain Award terms.
(c) “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in New York City are
authorized or obligated by Federal law or executive order to be closed.
(d) “Cause” means (i) the Grantee’s conviction, whether following trial or by plea of guilty or nolo contendere (or similar plea), in
a criminal proceeding (A) on a misdemeanor charge involving fraud, false statements or misleading omissions, wrongful taking,
embezzlement, bribery, forgery, counterfeiting or extortion, or (B) on a felony charge, or (C) on an equivalent charge to those in clauses
(A) and (B) in jurisdictions which do not use those designations, (ii) the Grantee’s engaging in any conduct which constitutes an
employment disqualification under applicable law (including statutory disqualification as defined under the Exchange Act), (iii) the
Grantee’s willful failure to perform the Grantee’s duties to the Firm, (iv) the Grantee’s violation of any securities or commodities laws,
any rules or regulations issued pursuant to such laws, or the rules and regulations of any securities or commodities exchange or
association of which the Firm is a member, (v) the Grantee’s violation of any Firm policy concerning hedging or pledging or
confidential or proprietary information, or the Grantee’s material violation of any other Firm policy as in effect from time to time,
(vi) the Grantee’s engaging in any act or making any statement which impairs, impugns, denigrates, disparages or negatively reflects
upon the name, reputation or business interests of the Firm or (vii) the Grantee’s engaging in any conduct detrimental to the Firm. The
determination as to whether Cause has occurred shall be made by the Committee in its sole discretion
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and, in such case, the Committee also may, but shall not be required to, specify the date such Cause occurred (including by determining
that a prior termination of Employment was for Cause). Any rights the Firm may have hereunder and in any Award Agreement in
respect of the events giving rise to Cause shall be in addition to the rights the Firm may have under any other agreement with a Grantee
or at law or in equity.
(e) “Change in Control” means the consummation of a merger, consolidation, statutory share exchange or similar form of
corporate transaction involving GS Inc. (a “Reorganization”) or sale or other disposition of all or substantially all of GS Inc.’s assets to
an entity that is not an affiliate of GS Inc. (a “Sale”), that in each case requires the approval of GS Inc.’s shareholders under the law of
GS Inc.’s jurisdiction of organization, whether for such Reorganization or Sale (or the issuance of securities of GS Inc. in such
Reorganization or Sale), unless immediately following such Reorganization or Sale, either: (i) at least 50% of the total voting power (in
respect of the election of directors, or similar officials in the case of an entity other than a corporation) of (A) the entity resulting from
such Reorganization, or the entity which has acquired all or substantially all of the assets of GS Inc. in a Sale (in either case, the
“Surviving Entity”), or (B) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership (within the
meaning of Rule 13d-3 under the Exchange Act, as such Rule is in effect on the date of the adoption of the 1999 SIP) of 50% or more of
the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the
Surviving Entity (the “Parent Entity”) is represented by GS Inc.’s securities (the “GS Inc. Securities”) that were outstanding
immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which such GS Inc. Securities were
converted pursuant to such Reorganization or Sale) or (ii) at least 50% of the members of the board of directors (or similar officials in
the case of an entity other than a corporation) of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) following the
consummation of the Reorganization or Sale were, at the time of the Board’s approval of the execution of the initial agreement
providing for such Reorganization or Sale, individuals (the “Incumbent Directors”) who either (A) were members of the Board on the
Effective Date or (B) became directors subsequent to the Effective Date and whose election or nomination for election was approved by
a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of GS Inc.’s proxy
statement in which such persons are named as nominees for director).
(f) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the applicable rulings and regulations
thereunder.
(g) “Committee” means the committee appointed by the Board to administer the Plan pursuant to Section 1.3, and, to the extent
the Board determines it is appropriate for the compensation realized from Awards under the Plan to be considered “performance based”
compensation under Section 162(m) of the Code, shall be a committee or subcommittee of the Board composed of two or more
members, each of whom is an “outside director” within the meaning of Code Section 162(m), and which, to the extent the Board
determines it is appropriate for Awards under the Plan to qualify for the exemption available under Rule 16b-3(d)(1) or Rule 16b-3(e)
promulgated under the Exchange Act, shall be a committee or subcommittee of the Board composed of two or more members, each of
whom is a “non-employee director” within the meaning of Rule 16b-3. Unless otherwise determined by the Board, the Committee shall
be the Compensation Committee of the Board.
(h) “Common Stock” means common stock of GS Inc., par value $0.01 per share.
(i) “Covered Person” means a member of the Board or the Committee or any employee of the Firm.
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(j) “Date of Grant” means the date specified in the Grantee’s Award Agreement as the date of grant of the Award.
(k) “Employment” means the Grantee’s performance of services for the Firm, as determined by the Committee. The terms
“employ” and “employed” shall have their correlative meanings. The Committee in its sole discretion may determine (i) whether and
when a Grantee’s leave of absence results in a termination of Employment (for this purpose, unless the Committee determines
otherwise, a Grantee shall be treated as terminating Employment with the Firm upon the occurrence of an Extended Absence), (ii)
whether and when a change in a Grantee’s association with the Firm results in a termination of Employment and (iii) the impact, if any,
of any such leave of absence or change in association on Awards theretofore made. Unless expressly provided otherwise, any references
in the Plan or any Award Agreement to a Grantee’s Employment being terminated shall include both voluntary and involuntary
terminations.
(l) “Fair Market Value” means, with respect to a share of Common Stock on any day, the fair market value as determined in
accordance with a valuation methodology approved by the Committee.
(m) “Firm” means GS Inc. and its subsidiaries and affiliates.
(n) “Good Reason” means, in connection with a termination of employment by a Grantee following a Change in Control, (a) as
determined by the Committee, a materially adverse alteration in the Grantee’s position or in the nature or status of the Grantee’s
responsibilities from those in effect immediately prior to the Change in Control or (b) the Firm’s requiring the Grantee’s principal place
of Employment to be located more than seventy-five (75) miles from the location where the Grantee is principally Employed at the time
of the Change in Control (except for required travel on the Firm’s business to an extent substantially consistent with the Grantee’s
customary business travel obligations in the ordinary course of business prior to the Change in Control).
(o) “Grantee” means a person who receives an Award.
(p) “GS Inc.” means The Goldman Sachs Group, Inc., and any successor thereto.
(q) “Outstanding” means any Award to the extent it has not been forfeited, cancelled, terminated, exercised or with respect to
which the shares of Common Stock underlying the Award have not been previously delivered or other payments made.
(r) “Restricted Share” means a share of Common Stock delivered under the Plan that is subject to Transfer Restrictions, forfeiture
provisions and/or other terms and conditions specified in the Plan and in the Award Agreement or other Applicable Award Agreement.
All references to Restricted Shares include “Shares at Risk.”
(s) “SIP Administrator” means each person designated by the Committee as a “SIP Administrator” with the authority to perform
day-to-day administrative functions for the Plan.
(t) “SIP Committee” means the persons who have been delegated certain authority under the Plan by the Committee.
(u) “Transfer Restrictions” means restrictions that prohibit the sale, exchange, transfer, assignment, pledge, hypothecation,
fractionalization, hedge or other disposal (including through the use of any cash-settled instrument), whether voluntarily or involuntarily
by the Grantee, of an Award or any shares of Common Stock, cash or other property delivered in respect of an Award.
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(v) “Transferability Date” means the date Transfer Restrictions on a Restricted Share will be released. Within 30 Business Days
after the applicable Transferability Date, GS Inc. shall take, or shall cause to be taken, such steps as may be necessary to remove
Transfer Restrictions.
(w) “Vested” means, with respect to an Award, the portion of the Award that is not subject to a condition that the Grantee remain
actively employed by the Firm in order for the Award to remain Outstanding. The fact that an Award becomes Vested shall not mean or
otherwise indicate that the Grantee has an unconditional or nonforfeitable right to such Award, and such Award shall remain subject to
such terms, conditions and forfeiture provisions as may be provided for in the Plan or in the Award Agreement.
(x) “Window Period” means a period designated by the Firm during which all employees of the Firm are permitted to purchase or
sell shares of Common Stock (provided that, if the Grantee is a member of a designated group of employees who are subject to different
restrictions, the Window Period may be a period designated by the Firm during which an employee of the Firm in such designated
group is permitted to purchase or sell shares of Common Stock).
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THE GOLDMAN SACHS GROUP, INC.
YEAR-END PERFORMANCE-BASED RSU AWARD
EXHIBIT 10.58
This Award Agreement governs your award of performance-based RSUs (your “Award” or “PSUs”) granted under The
Goldman Sachs Amended and Restated Stock Incentive Plan (2015) (the “Plan”) in accordance with The Goldman Sachs Long-
Term Performance Incentive Plan (the “LTIP”). You should read carefully this entire Award Agreement, which includes the
Award Statement, any attached Appendix and the signature card.
ACCEPTANCE
1. You Must Decide Whether to Accept this Award Agreement. To be eligible to receive your Award, you must by the date
specified (a) open and activate an Account and (b) agree to all the terms of your Award by executing the related signature card
in accordance with its instructions. By executing the signature card, you confirm your agreement to all of the terms of this
Award Agreement, including the arbitration and choice of forum provisions in Paragraph 16.
DOCUMENTS THAT GOVERN YOUR AWARD; DEFINITIONS
2. The Plan and LTIP. Your Award is granted under the Plan in accordance with the LTIP, and the terms of both apply to, and
are a part of, this Award Agreement. In the event of a conflict between the terms of the LTIP and the Plan, the terms of the Plan will
control.
3. Your Award Statement. The Award Statement delivered to you contains some of your Award’s specific terms. For example, it
contains the number of PSUs subject to this Award, the Performance Period and the Performance Goal applicable to your Award. [It
also contains the Determination Date and the Settlement Date for your Award and the Transferability Date for any Shares at Risk that
may be delivered to you in respect of any Settlement Amount that you may earn.] The number of PSUs on your Award Statement is not
necessarily the number of PSUs in respect of which the Settlement Amount will be earned, but is merely the basis for determining the
amount (if any) that will be delivered to you.
4. Definitions. Capitalized terms are defined in the Award Statement or the Definitions Appendix, which also includes terms that
are defined in the LTIP and the Plan.
VESTING OF YOUR PSUS
5. Vesting. Your PSUs are Vested. When a PSU is Vested, it means only that your continued active Employment is not required
to earn delivery in respect of that PSU. Vesting does not mean you have a non-forfeitable right to the Vested portion of your
Award. The terms of this Award Agreement (including conditions to delivery and satisfaction of the Performance Goal)
continue to apply to your Award, and failure to meet such terms may result in the termination of this Award (as a result of
which no delivery in respect of such Vested PSUs would be made).
PERFORMANCE GOAL
6. Performance. The Settlement Amount is dependent, and may vary based, on achievement of the Performance Goal over the
Performance Period. On the Determination Date, the Firm will determine whether or not, and to what extent, the Performance Goal for
that Performance Period has been satisfied. All your rights with respect to the Settlement Amount (and any Dividend Equivalent
Payments) are dependent on the extent to which the Performance Goal is achieved, and any rights to
delivery in respect of your Outstanding PSUs immediately will terminate and no Settlement Amount will be delivered in respect of such
PSUs upon the Committee’s determination, in its sole discretion, that the Performance Goal has not been satisfied to the extent
necessary to result in delivery in respect of the PSUs.
SETTLEMENT AMOUNT
7. Settlement.
(a) In General. Subject to satisfaction of the terms of this Award, including satisfaction of the Performance Goal, on the Settlement
Date, you will receive delivery (less applicable withholding as described in Paragraph 13(a)) of the Settlement Amount and payment of
any Dividend Equivalent Payments as further described in this Award Agreement and in your Award Statement. Until such delivery and
payment, you have only the rights of a general unsecured creditor and you do not have any rights as a shareholder of GS Inc. with
respect to either the PSUs or the Settlement Amount. Without limiting the Committee’s authority under Section 2(b) of the LTIP, the
Firm may accelerate any Settlement Date by up to 30 days.
(b) Form of Delivery. The Settlement Amount will be delivered as follows:
(i) [ % in the form of cash that will be paid on the Settlement Date.]
(ii) [ % in the form of Shares at Risk.]
(c) [Shares at Risk. All of the Shares delivered (after application of tax withholding) to you in respect of the Settlement Amount
will be Shares at Risk subject to Transfer Restrictions until the Transferability Date. Any purported sale, exchange, transfer,
assignment, pledge, hypothecation, fractionalization, hedge or other disposition in violation of the Transfer Restrictions on Shares at
Risk will be void. Within 30 Business Days after the Transferability Date listed on your Award Statement (or any other date on which
the Transfer Restrictions are to be removed), GS Inc. will remove the Transfer Restrictions. The Committee or the SIP Committee may
select multiple dates within such 30-Business-Day period on which to remove Transfer Restrictions for all or a portion of the Shares at
Risk with the same Transferability Date listed on the Award Statement, and all such dates will be treated as a single Transferability
Date for purposes of this Award.]
DIVIDEND EQUIVALENT RIGHTS
8. Dividend Equivalent Rights. To the extent described in your Award Statement, each PSU will include a Dividend Equivalent
Right, which will be subject to the provisions of Section 2.8 of the Plan. Accordingly, for each of your Outstanding PSUs with respect
to which delivery is made under the Settlement Amount, you will be entitled to payments under Dividend Equivalent Rights equal to
any regular cash dividend paid by GS Inc. in respect of a Share the record date for which occurs on or after the Date of Grant. The
payment to you of amounts under Dividend Equivalent Rights (less applicable withholding as described in Paragraph 13(a)) is
conditioned upon the delivery under the Settlement Amount in respect of the PSUs to which such Dividend Equivalent Rights relate,
and you will have no right to receive any Dividend Equivalent Payments relating to PSUs for which you do not receive delivery under
the Settlement Amount (including, without limitation, due to a failure to satisfy the Performance Goal). Dividend Equivalent Payments
will be paid on the Settlement Date.
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FORFEITURE OF YOUR AWARD
9. How You May Forfeit Your Award. This Paragraph 9 sets forth the events that result in forfeiture of up to all of your PSUs
[and Shares at Risk] and may require repayment to the Firm of up to all amounts previously paid or delivered to you under your PSUs
in accordance with Paragraph 10. More than one event may apply, and in no case will the occurrence of one event limit the forfeiture
and repayment obligations as a result of the occurrence of any other event. In addition, the Firm reserves the right to (a) suspend
delivery of the Settlement Amount and payment of any Dividend Equivalent Payments [or release Transfer Restrictions on Shares at
Risk] or (b) make payment of cash (including Dividend Equivalent Payments or dividends) [or deliver Shares at Risk into an escrow
account in accordance with Paragraph 13(f)(v)]. [Paragraph 12 (relating to certain circumstances under which release of Transfer
Restrictions may be accelerated) provides for exceptions to one or more provisions of this Paragraph 9.]
(a) PSUs Forfeited Upon Certain Events. If any of the following occurs, your rights to all of your Outstanding PSUs will
terminate, and no Settlement Amount will be delivered in respect thereof, as may be further described below:
(i) You Associate With a Covered Enterprise. You Associate With a Covered Enterprise during the Performance Period.
(ii) You Solicit Clients or Employees, Interfere with Client or Employee Relationships or Participate in the Hiring of
Employees. Before the Settlement Date, either:
(A) you, in any manner, directly or indirectly, (1) Solicit any Client to transact business with a Covered Enterprise or
to reduce or refrain from doing any business with the Firm, (2) interfere with or damage (or attempt to interfere with or damage) any
relationship between the Firm and any Client, (3) Solicit any person who is an employee of the Firm to resign from the Firm, (4) Solicit
any Selected Firm Personnel to apply for or accept employment (or other association) with any person or entity other than the Firm, or
(5) hire or participate in the hiring of any Selected Firm Personnel by any person or entity other than the Firm (including, without
limitation, participating in the identification of individuals for potential hire, and participating in any hiring decision), whether as an
employee or consultant or otherwise, or
(B) Selected Firm Personnel are Solicited, hired or accepted into partnership, membership or similar status by (1) any
entity that you form, that bears your name, or in which you possess or control greater than a de minimis equity ownership, voting or
profit participation, or (2) any entity where you have, or will have, direct or indirect managerial responsibility for such Selected Firm
Personnel.
(iii) You Failed to Consider Risk. You Failed to Consider Risk during the Firm’s fiscal year.
(iv) Your Conduct Constitutes Cause. Any event that constitutes Cause has occurred before the Settlement Date.
(v) You Do Not Meet Your Obligations to the Firm. The Committee determines that, before the Settlement Date, you failed
to meet, in any respect, any obligation under any agreement with the Firm, or any agreement entered into in connection with your
Employment or this Award, including the Firm’s notice period requirement applicable to you, any offer letter, employment agreement
or any shareholders’ agreement relating to the Firm. Your failure to pay or reimburse the Firm, on demand, for any amount you owe to
the Firm will constitute (A) failure to meet an obligation you have under an agreement, regardless of whether such obligation arises
under a written agreement, and/or (B) a material violation of Firm policy constituting Cause.
- 3 -
(vi) You Do Not Provide Timely Certifications or Comply with Your Certifications. You fail to certify to GS Inc. that you
have complied with all of the terms of the LTIP, the Plan and this Award Agreement, or the Committee determines that you have failed
to comply with a term of the LTIP, the Plan or this Award Agreement to which you have certified compliance.
(vii) You Do Not Follow Dispute Resolution/Arbitration Procedures. You attempt to have any dispute under the LTIP, the
Plan or this Award Agreement resolved in any manner that is not provided for by Paragraph 16, Section 3.17 of the Plan or Section 6(h)
of the LTIP, or you attempt to arbitrate a dispute without first having exhausted your internal administrative remedies in accordance
with Paragraph 13[(f)(viii)].
(viii) You Bring an Action that Results in a Determination that Any Award Agreement Term Is Invalid. As a result of any
action brought by you, it is determined that any term of this Award Agreement is invalid.
(ix) You Receive Compensation in Respect of Your Award from Another Employer. Your Employment terminates for any
reason or you otherwise are no longer actively employed with the Firm and another entity grants you cash, equity or other property
(whether vested or unvested) to replace, substitute for or otherwise in respect of your Outstanding PSUs.
(x) GS Inc. Fails to Maintain the Minimum Tier 1 Capital Ratio. Before the Settlement Date, GS Inc. fails to maintain the
required “Minimum Tier 1 Capital Ratio” as defined under Federal Reserve Board Regulations applicable to GS Inc. for a period of 90
consecutive business days.
(xi) GS Inc. Is Determined to Be in Default. Before the Settlement Date, the Board of Governors of the Federal Reserve or
the FDIC makes a written recommendation under Title II (Orderly Liquidation Authority) of the Dodd-Frank Wall Street Reform and
Consumer Protection Act for the appointment of the FDIC as a receiver of GS Inc. based on a determination that GS Inc. is “in default”
or “in danger of default.”
(xii) Accounting Restatement Required Under Sarbanes-Oxley. GS Inc. is required to prepare an accounting restatement due
to GS Inc.’s material noncompliance, as a result of misconduct, with any financial reporting requirement under the securities laws
described in Section 304(a) of Sarbanes-Oxley; provided, however, that your rights with respect to the PSUs will only be terminated to
the same extent that would be required under Section 304 of Sarbanes-Oxley had you been a “chief executive officer” or “chief
financial officer” of GS Inc. (regardless of whether you actually hold such position at the relevant time).
(b) [Shares at Risk Forfeited upon Certain Events. To the extent you receive delivery of Shares at Risk in connection with any
Settlement Amount, if any of the following occurs your rights to all of your Shares at Risk will terminate and your Shares at Risk will
be cancelled, in each case, as may be further described below:
(i) You Failed to Consider Risk. You Failed to Consider Risk during the Firm’s fiscal year.
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(ii) Your Conduct Constitutes Cause. Any event that constitutes Cause has occurred before the Transferability Date.
(iii) You Do Not Meet Your Obligations to the Firm. The Committee determines that, before the Transferability Date, you
failed to meet, in any respect, any obligation under any agreement with the Firm, or any agreement entered into in connection with your
Employment or this Award, including the Firm’s notice period requirement applicable to you, any offer letter, employment agreement
or any shareholders’ agreement relating to the Firm. Your failure to pay or reimburse the Firm, on demand, for any amount you owe to
the Firm will constitute (A) failure to meet an obligation you have under an agreement, regardless of whether such obligation arises
under a written agreement, and/or (B) a material violation of Firm policy constituting Cause.
(iv) You Do Not Provide Timely Certifications or Comply with Your Certifications. You fail to certify to GS Inc. that you
have complied with all of the terms of the LTIP, the Plan and this Award Agreement, or the Committee determines that you have failed
to comply with a term of the LTIP, the Plan or this Award Agreement to which you have certified compliance.
(v) You Do Not Follow Dispute Resolution/Arbitration Procedures. You attempt to have any dispute under the LTIP, the
Plan or this Award Agreement resolved in any manner that is not provided for by Paragraph 16, Section 3.17 of the Plan or Section 6(h)
of the LTIP, or you attempt to arbitrate a dispute without first having exhausted your internal administrative remedies in accordance
with Paragraph 13[(f)(viii)].
(vi) You Bring an Action that Results in a Determination that Any Award Agreement Term Is Invalid. As a result of any
action brought by you, it is determined that any term of this Award Agreement is invalid.
(vii) You Receive Compensation in Respect of Your Award from Another Employer. Your Employment terminates for any
reason or you otherwise are no longer actively employed with the Firm and another entity grants you cash, equity or other property
(whether vested or unvested) to replace, substitute for or otherwise in respect of any Shares at Risk; provided, however, that your rights
will only be terminated in respect of the Shares at Risk that are replaced, substituted for or otherwise considered by such other entity in
making its grant.
(viii) Accounting Restatement Required Under Sarbanes-Oxley. GS Inc. is required to prepare an accounting restatement due
to GS Inc.’s material noncompliance, as a result of misconduct, with any financial reporting requirement under the securities laws as
described in Section 304(a) of Sarbanes-Oxley; provided, however, that your rights will only be terminated in respect of Shares at Risk
to the same extent that would be required under Section 304(a) of Sarbanes-Oxley had you been a “chief executive officer” or “chief
financial officer” of GS Inc. (regardless of whether you actually hold such position at the relevant time).]
REPAYMENT OF YOUR AWARD
10. When You May Be Required to Repay Your Award.
(a) Repayment Generally. If the Committee determines that any term of this Award was not satisfied, you will be required,
immediately upon demand therefor, to repay to the Firm the following:
(i) Any Settlement Amount [(including any Shares at Risk)] for which the terms (including the terms for payment) of the
related PSUs were not satisfied, in accordance with Section 2.6.3 of the Plan.
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(ii) [Any Shares at Risk for which the terms (including the terms for the release of Transfer Restrictions) were not satisfied,
in accordance with Section 2.5.3 of the Plan.]
(iii) Any Dividend Equivalent Payments for which the terms were not satisfied (including any such payments made in
respect of PSUs that are forfeited or any Settlement Amount that is required to be repaid), in accordance with Section 2.8.4 of the Plan.
(iv) [Any dividends paid in respect of any Shares at Risk that are cancelled or required to be repaid.]
(v) Any amount applied to satisfy tax withholding or other obligations with respect to any PSU, Settlement Amount
[(including Shares at Risk)], dividend payments or Dividend Equivalent Payments that are forfeited or required to be repaid.
(b) Repayment Upon Materially Inaccurate Financial Statements. If any delivery is made under this Award Agreement based on
materially inaccurate financial statements (which includes, but is not limited to, statements of earnings, revenues or gains) or other
materially inaccurate performance criteria, you will be obligated to repay to the Firm, immediately upon demand therefor, any excess
amount delivered, as determined by the Committee in its sole discretion.
(c) Repayment Upon Accounting Restatement Required Under Sarbanes-Oxley. If an event described in Paragraphs 9(a)(xii) and 9
(b)(viii) (relating to a requirement under Sarbanes-Oxley that GS Inc. prepare an accounting restatement) occurs, any Settlement
Amount [(including Shares at Risk)], dividend payments, Dividend Equivalent Payments, cash or other property delivered, paid or
withheld in respect of this Award will be subject to repayment as described in Paragraph 10(a) to the same extent that would be required
under Section 304 of Sarbanes-Oxley had you been a “chief executive officer” or “chief financial officer” of GS Inc. (regardless of
whether you actually hold such position at the relevant time).
TERMINATIONS OF EMPLOYMENT
11. PSUs and Termination of Employment.
(a) Employment Termination Generally. Unless the Committee determines otherwise, if your Employment terminates for any
reason or you are otherwise no longer actively Employed with the Firm (which includes off-premises notice periods, “garden leaves,”
pay in lieu of notice or any other similar status), the Performance Goal applicable to your Outstanding PSUs will continue to apply and
the determination of the Settlement Amount will continue to be subject to whether or not, and to what extent, the Performance Goal has
been achieved, in each case, as provided in Paragraph 6. All other terms of this Award Agreement, including the forfeiture and
repayment events in Paragraphs 9 and 10, continue to apply.
(b) Death. If you die before the Settlement Date, the representative of your estate will, on the Settlement Date, receive delivery of
the Settlement Amount and payment of the Dividend Equivalent Payments that, in each case, would have otherwise been made pursuant
to Paragraph 6 [and any Transfer Restrictions on Shares at Risk will cease to apply in accordance with Paragraph 12(b)], after such
documentation as may be requested by the Committee is provided to the Committee. All other terms of this Award Agreement,
including the forfeiture and repayment events in Paragraphs 9 and 10, continue to apply.
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(c) Restrictions on Association with a Covered Enterprise Cease to Apply After an Involuntary or Mutual Agreement Termination.
Paragraph 9(a)(i) (relating to forfeiture if you Associate With a Covered Enterprise) will not apply if (i) your Employment terminates
and the Firm characterizes your Employment termination as “involuntary” or by “mutual agreement” (and, in each case, you have not
engaged in conduct constituting Cause) and (ii) you execute a general waiver and release of claims and an agreement to pay any
associated tax liability, in each case, in the form the Firm prescribes. No Employment termination that you initiate, including any
purported “constructive termination,” a “termination for good reason” or similar concepts, can be “involuntary” or by “mutual
agreement.” All other terms of this Award Agreement, including the other forfeiture and repayment events in Paragraphs 9 and 10,
continue to apply.
12. [Accelerated Release of Transfer Restrictions on Shares at Risk in the Event of a Qualifying Termination After a
Change in Control or Death. To the extent you receive delivery of Shares at Risk in connection with any Settlement Amount, in the
event of your Qualifying Termination After a Change in Control or death, each as described below, your Shares at Risk will be treated
as described in this Paragraph 12, and, except as set forth in Paragraph 12(a), all other terms of this Award Agreement, including the
other forfeiture and repayment events in Paragraphs 9 and 10, continue to apply.
(a) You Have a Qualifying Termination After a Change in Control. If your Employment terminates when you meet the
requirements of a Qualifying Termination After a Change in Control, any Transfer Restrictions will cease to apply to your Shares at
Risk. In addition, the forfeiture events in Paragraph 9 will not apply to your Shares at Risk.
(b) Death. If you die, any Transfer Restrictions will cease to apply as soon as practicable after the date of death and after such
documentation as may be requested by the Committee is provided to the Committee.]
OTHER TERMS, CONDITIONS AND AGREEMENTS
13. Additional Terms, Conditions and Agreements.
(a) You Must Satisfy Applicable Tax Withholding Requirements. Delivery of the Settlement Amount is conditioned on your
satisfaction of any applicable withholding taxes in accordance with Section 6(k) of the LTIP and Section 3.2 of the Plan, which includes
the Firm deducting or withholding amounts from any payment or distribution to you (which, notwithstanding Section 3.2.2 of the Plan,
may exceed the statutory minimum rate if and to the extent determined by the Committee or the SIP Committee). To the extent
permitted by applicable law, the Firm, in its sole discretion, may require you to provide amounts equal to all or a portion of any Federal,
state, local, foreign or other tax obligations imposed on you or the Firm in connection with the grant or payment of this Award by
requiring you to choose between remitting the amount (i) in cash (or through payroll deduction or otherwise) or (ii) in the form of
proceeds from the Firm’s executing a sale of Shares delivered to you pursuant to this Award. In addition, if you are an individual with
separate employment contracts (at any time on or after the Date of Grant), the Firm, in its sole discretion, may require you to provide
for a reserve in an amount the Firm determines is advisable or necessary in connection with any actual, anticipated or potential tax
consequences related to your separate employment contracts by requiring you to choose between remitting such amount (i) in cash (or
through payroll deduction or otherwise) or (ii) in the form of proceeds from the Firm’s executing a sale of Shares delivered to you
pursuant to this Award (or any other Outstanding awards granted under the Plan or any predecessor or successor plan thereto). In no
event, however, does this Paragraph 13(a) give you any discretion to determine or affect the timing of delivery of the Settlement
Amount or the timing of payment of tax obligations.
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(b) [Firm May Deliver Cash or Other Property in Respect of the Settlement Amount. In accordance with Section 1.3.2(i) of the
Plan, in the sole discretion of the Committee, in lieu of all or any portion of the Settlement Amount, the Firm may deliver cash, other
securities, other awards under the Plan or other property, and all references in this Award Agreement to delivery of the Settlement
Amount will include such deliveries of cash, other securities, other awards under the Plan or other property.
(c) [Amounts May Be Rounded to Avoid Fractional Shares. Shares at Risk subject to Transfer Restrictions may be rounded to
avoid fractional Shares.]
(d) You May Be Required to Become a Party to the Shareholders’ Agreement. Your rights to your PSUs are conditioned on your
becoming a party to any shareholders’ agreement to which other similarly situated employees (e.g., employees with a similar title or
position) of the Firm are required to be a party.
(e) Firm May Affix Legends and Place Stop Orders on Shares. GS Inc. may affix to Certificates representing Shares any legend
that the Committee determines to be necessary or advisable (including to reflect any restrictions to which you may be subject under a
separate agreement). GS Inc. may advise the transfer agent to place a stop order against any legended Shares.]
(f) You Agree to Certain Consents, Terms and Conditions. By accepting this Award you understand and agree that:
(i) You Agree to Certain Consents as a Condition to the Award. You have expressly consented to all of the items listed in
Section 6(c)(ii) of the LTIP and Section 3.3.3(d) of the Plan, including the Firm’s supplying to any third-party recordkeeper of the LTIP
or the Plan or other person such personal information of yours as the Committee deems advisable to administer the LTIP or the Plan,
and you agree to provide any additional consents that the Committee determines to be necessary or advisable;
(ii) You Are Subject to the Firm’s Policies, Rules and Procedures. You are subject to the Firm’s policies in effect from time
to time concerning trading in Shares and hedging or pledging Shares and equity-based compensation or other awards (including,
without limitation, the Firm’s “Policies with Respect to Personal Transactions Involving GS Securities and GS Equity Awards” or any
successor policies), and confidential or proprietary information[, and you will effect sales of Shares in accordance with such rules and
procedures as may be adopted from time to time (which may include, without limitation, restrictions relating to the timing of sale
requests, the manner in which sales are executed, pricing method, consolidation or aggregation of orders and volume limits determined
by the Firm)];
(iii) [You Are Responsible for Costs Associated with Your Award. You will be responsible for all brokerage costs and other
fees or expenses associated with your Shares at Risk, including those related to the sale of Shares;]
(iv) You Will Be Deemed to Represent Your Compliance with All the Terms of Your Award if You Accept Delivery. You
will be deemed to have represented and certified that you have complied with all of the terms of the LTIP, the Plan and this Award
Agreement when you accept payment in respect of your Award[, and you request the sale of Shares following the release of Transfer
Restrictions on Shares at Risk];
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(v) Firm May Make Deliveries into an Escrow Account. The Firm may establish and maintain an escrow account on such
terms (which may include your executing any documents related to, and your paying for any costs associated with, such account) as it
may deem necessary or appropriate, and the Settlement Amount may initially be delivered, and any Dividend Equivalent Payments may
initially be paid, into and held in that escrow account until such time as the Committee has received such documentation as it may have
requested or until the Committee has determined that any other conditions or restrictions on deliveries required by this Award
Agreement have been satisfied;
(vi) You May Be Required to Certify Compliance with Award Terms; You Are Responsible for Providing the Firm with
Updated Address and Contact Information After Your Departure from the Firm. If your Employment terminates while you continue to
hold PSUs [or Shares at Risk], from time to time, you may be required to provide certifications of your compliance with all of the terms
of the LTIP, the Plan and this Award Agreement as described in Paragraphs 9(a)(vi) and 9(b)(iv). You understand and agree that
(A) your address on file with the Firm at the time any certification is required will be deemed to be your current address, (B) it is your
responsibility to inform the Firm of any changes to your address to ensure timely receipt of the certification materials, (C) you are
responsible for contacting the Firm to obtain such certification materials if not received and (D) your failure to return properly
completed certification materials by the specified deadline (which includes your failure to timely return the completed certification
because you did not provide the Firm with updated contact information) will result in the forfeiture of all of your PSUs [or Shares at
Risk] and subject previously delivered amounts to repayment under Paragraphs 9(a)(vi) and 9(b)(iv);
(vii) [You Authorize the Firm to Register, in Its or Its Designee’s Name, Any Shares at Risk and Sell, Assign or Transfer
Any Forfeited Shares at Risk. You are granting to the Firm the full power and authority to register any Shares at Risk in its or its
designee’s name and authorizing the Firm or its designee to sell, assign or transfer any Shares at Risk if you forfeit your Shares at Risk;]
(viii) You Must Comply with Applicable Deadlines and Procedures to Appeal Determinations Made by the Committee. If
you disagree with a determination made by the Committee, the SIP Committee, the SIP Administrators, or any of their delegates or
designees and you wish to appeal such determination, you must submit a written request to the SIP Committee for review within 180
days after the determination at issue. You must exhaust your internal administrative remedies (i.e., submit your appeal and wait for
resolution of that appeal) before seeking to resolve a dispute through arbitration pursuant to Paragraph 16, Section 6(h) of the LTIP and
Section 3.17 of the Plan; and
(ix) You Agree that Covered Persons Will Not Have Liability. In addition to and without limiting the generality of the
provisions of Section 2(e) of the LTIP and Section 1.3.5 of the Plan, neither the Firm nor any Covered Person will have any liability to
you or any other person for any action taken or omitted in respect of this or any other Award.
14. Non-transferability. Except as otherwise may be provided in this Paragraph 14 or as otherwise may be provided by the
Committee, the limitations on transferability set forth in Section 6(b) of the LTIP and Section 3.5 of the Plan will apply to this Award.
Any purported transfer or assignment in violation of the provisions of this Paragraph 14, Section 6(b) of the LTIP or Section 3.5 of the
Plan will be void. The Committee may adopt procedures pursuant to which some or all recipients of PSUs [and Shares at Risk] may
transfer some or all of their PSUs [or Shares at Risk (which will continue to be subject to Transfer Restrictions until the Transferability
Date)] through a gift for no consideration to any immediate family member, a trust or other estate planning vehicle approved by the
Committee or SIP Committee in which the recipient and/or the recipient’s immediate family members in the aggregate have 100% of
the beneficial interest.
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15. Right of Offset. Except as provided in Paragraph 18(d), the obligation to deliver the Settlement Amount, pay dividends or
Dividend Equivalent Payments [or release Transfer Restrictions] under this Award Agreement is subject to Section 6(l) of the LTIP and
Section 3.4 of the Plan, which provide for the Firm’s right to offset against such obligation any outstanding amounts you owe to the
Firm and any amounts the Committee deems appropriate pursuant to any tax equalization policy or agreement.
ARBITRATION, CHOICE OF FORUM AND GOVERNING LAW
16. Arbitration; Choice of Forum.
(a) BY ACCEPTING THIS AWARD, YOU ARE INDICATING THAT YOU UNDERSTAND AND AGREE THAT THE ARBITRATION AND
CHOICE OF FORUM PROVISIONS SET FORTH IN SECTION 6(h) OF THE LTIP AND SECTION 3.17 OF THE PLAN WILL APPLY TO
THIS AWARD. THESE PROVISIONS, WHICH ARE EXPRESSLY INCORPORATED HEREIN BY REFERENCE, PROVIDE AMONG OTHER
THINGS THAT ANY DISPUTE, CONTROVERSY OR CLAIM BETWEEN THE FIRM AND YOU ARISING OUT OF OR RELATING TO OR
CONCERNING THE LTIP, THE PLAN OR THIS AWARD AGREEMENT WILL BE FINALLY SETTLED BY ARBITRATION IN NEW YORK
CITY, PURSUANT TO THE TERMS MORE FULLY SET FORTH IN SECTION 6(h) OF THE LTIP AND SECTION 3.17 OF THE PLAN;
PROVIDED THAT NOTHING HEREIN SHALL PRECLUDE YOU FROM FILING A CHARGE WITH OR PARTICIPATING IN ANY
INVESTIGATION OR PROCEEDING CONDUCTED BY ANY GOVERNMENTAL AUTHORITY, INCLUDING BUT NOT LIMITED TO THE
SEC AND THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION.
(b) To the fullest extent permitted by applicable law, no arbitrator will have the authority to consider class, collective or
representative claims, to order consolidation or to join different claimants or grant relief other than on an individual basis to the
individual claimant involved.
(c) Notwithstanding any applicable forum rules to the contrary, to the extent there is a question of enforceability of this Award
Agreement arising from a challenge to the arbitrator’s jurisdiction or to the arbitrability of a claim, it will be decided by a court and not
an arbitrator.
(d) All references to the New York Stock Exchange in Section 6(h) of the LTIP and Section 3.17 of the Plan will be read as
references to the Financial Industry Regulatory Authority.
(e) The Federal Arbitration Act governs interpretation and enforcement of all arbitration provisions under the LTIP, the Plan and
this Award Agreement, and all arbitration proceedings thereunder.
(f) Nothing in this Award Agreement creates a substantive right to bring a claim under U.S. Federal, state, or local employment
laws.
(g) By accepting your Award, you irrevocably appoint each General Counsel of GS Inc., or any person whom the General Counsel
of GS Inc. designates, as your agent for service of process in connection with any suit, action or proceeding arising out of or relating to
or concerning the Plan or any Award which is not arbitrated pursuant to the provisions of Section 3.17.1 of the Plan, who shall promptly
advise you of any such service of process.
(h) To the fullest extent permitted by applicable law, no arbitrator will have the authority to consider any claim as to which you
have not first exhausted your internal administrative remedies in accordance with Paragraph 13[(f)(viii)].
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17. Governing Law. THIS AWARD WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
CERTAIN TAX PROVISIONS
18. Compliance of Award Agreement, the Plan and LTIP with Section 409A. The provisions of this Paragraph 18 apply to you
only if you are a U.S. taxpayer.
(a) This Award Agreement, the Plan and the LTIP provisions that apply to this Award are intended and will be construed to
comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, 409A Deferred
Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions. The Committee will have full
authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential
inconsistency between the provisions of the LTIP (including Section 2(b) thereof), the Plan (including Sections 1.3.2 and 2.1 thereof)
and this Award Agreement, the provisions of this Award Agreement will govern, and in the case of any conflict or potential
inconsistency between this Paragraph 18 and the other provisions of this Award Agreement, this Paragraph 18 will govern.
(b) Settlement will not be delayed beyond the date on which all applicable conditions or restrictions on settlement in respect of
your PSUs required by this Award Agreement (including those specified in Paragraph 11(c) (execution of waiver and release of claims
agreement to pay associated tax liability) and the consents and other items specified in Section 3.3 of the Plan and Section 6(c) of the
LTIP) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment
under Section 409A, settlement in respect of such portion will occur by the March 15 coinciding with the last day of the applicable
“short-term deferral” period described in Reg. § 1.409A-1(b)(4) in order for settlement to be within the short-term deferral exception
unless, in order to permit all applicable conditions or restrictions on settlement to be satisfied, the Committee elects, pursuant to Reg. §
1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay settlement to a later date within the
same calendar year or to such later date as may be permitted under Section 409A, including Reg. § 1.409A-2(b)(7) (in conjunction with
Section 6(d) of the LTIP and Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and Reg. § 1.409A-3(d). For the avoidance
of doubt, if the Award includes a “series of installment payments” as described in Reg. § 1.409A-2(b)(2)(iii), your right to the series of
installment payments will be treated as a right to a series of separate payments and not as a right to a single payment.
(c) Notwithstanding the provisions of Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any
delivery or payment [(including in the form of Shares at Risk or other property)] that the Firm may make in respect of your PSUs will
not have the effect of deferring payment, delivery, income inclusion, or a substantial risk of forfeiture, beyond the date on which such
payment, delivery or inclusion would occur or such risk of forfeiture would lapse, with respect to the payment or delivery that would
otherwise have been made (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise
as may be permitted under Section 409A, including and to the extent applicable, the subsequent election provisions of Section 409A(a)
(4)(C) of the Code and Reg. 1.409A-2(b)).
(d) Paragraph 15, Section 6(l) of the LTIP and Section 3.4 of the Plan will not apply to Awards that are 409A Deferred
Compensation except to the extent permitted under Section 409A.
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(e) Settlement in respect of any portion of the Award may be made, if and to the extent elected by the Committee, later than the
relevant Settlement Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A Deferred
Compensation, only to the extent that the later payment or delivery, as applicable, is permitted under Section 409A).
(f) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to
Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the payment.
19. Compliance of Award Agreement and LTIP with Section 162(m). The provisions of Paragraph 18(b) and this Paragraph 19
and the provisions of Sections 1.2.13, 1.3.3, 2.8.3, 3.1.2 and 3.21 of the Plan addressing the qualification of compensation realized from
Awards as “performance-based” compensation under Section 162(m) of the Code shall apply only to the extent that Section 162(m) of
the Code provides a “performance-based” compensation exception to the deduction limitations applicable thereunder. If you are or
become considered by GS Inc. to be one of its “covered employees” within the meaning of Section 162(m) of the Code, then you will
be subject to Section 6(d) of the LTIP and Section 3.21.3 of the Plan, as a result of which delivery of the Settlement Amount and
payment of the Dividend Equivalent Payments may be delayed. In addition, to the extent provided in your Award Statement and, to the
extent that Section 409A is applicable to you, consistent with Reg § 1.409A-2(b), the Firm may delay any Settlement Date.
COMMITTEE AUTHORITY, AMENDMENT AND CONSTRUCTION
20. Committee Authority. The Committee has the authority to determine, in its sole discretion, that any event triggering
forfeiture or repayment of your Award will not apply and to limit the forfeitures and repayments that result under Paragraphs 9 and 10
[and to remove Transfer Restrictions before the Transferability Date]. In addition, the Committee, in its sole discretion, may determine
whether Paragraph 11(c) will apply upon a termination of Employment.
21. Amendment. The Committee reserves the right at any time to amend the terms of this Award Agreement, and the Board may
amend the LTIP and the Plan in any respect; provided that, notwithstanding the foregoing and Sections 2(b)(vi), 2(b)(viii) and 6(a) of
the LTIP and Sections 1.3.2(f), 1.3.2(h) and 3.1 of the Plan, no such amendment will materially adversely affect your rights and
obligations under this Award Agreement without your consent; and provided further that the Committee expressly reserves its rights to
amend the Award Agreement, the LTIP and the Plan as described in Section 2(b)(viii)(1) of the LTIP and Sections 1.3.2(h)(1), (2) and
(4) of the Plan. A modification that impacts the tax consequences of this Award or the timing of delivery will not be an amendment that
materially adversely affects your rights and obligations under this Award Agreement. Any amendment of this Award Agreement will be
in writing.
22. Construction, Headings. Unless the context requires otherwise, (i) words describing the singular number include the plural
and vice versa, (ii) words denoting any gender include all genders and (iii) the words “include,” “includes” and “including” will be
deemed to be followed by the words “without limitation.” The headings in this Award Agreement are for the purpose of convenience
only and are not intended to define or limit the construction of the provisions hereof. References in this Award Agreement to any
specific Plan or LTIP provision will not be construed as limiting the applicability of any other Plan or LTIP provision.
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IN WITNESS WHEREOF, GS Inc. has caused this Award Agreement to be duly executed and delivered as of the Date of
Grant.
THE GOLDMAN SACHS GROUP, INC.
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DEFINITIONS APPENDIX
The following capitalized terms are used in this Award Agreement with the following meanings:
(a) “409A Deferred Compensation” means a “deferral of compensation” or “deferred compensation” as those terms are defined in
the regulations under Section 409A.
(b) “Associate With a Covered Enterprise” means that you (i) form, or acquire a 5% or greater equity ownership, voting or profit
participation interest in, any Covered Enterprise or (ii) associate in any capacity (including association as an officer, employee, partner,
director, consultant, agent or advisor) with any Covered Enterprise. Associate With a Covered Enterprise may include, as determined in
the discretion of the Committee, (i) becoming the subject of any publicly available announcement or report of a pending or future
association with a Covered Enterprise and (ii) unpaid associations, including an association in contemplation of future employment.
“Association With a Covered Enterprise” will have its correlative meaning.
(c) “Award Agreement” means the written document or documents by which each Award is evidenced, including any Award
Statement or any related signature card.
(d) “Covered Enterprise” means a Competitive Enterprise and any other existing or planned business enterprise that: (i) offers,
holds itself out as offering or reasonably may be expected to offer products or services that are the same as or similar to those offered by
the Firm or that the Firm reasonably expects to offer (“Firm Products or Services”) or (ii) engages in, holds itself out as engaging in or
reasonably may be expected to engage in any other activity that is the same as or similar to any financial activity engaged in by the Firm
or in which the Firm reasonably expects to engage (“Firm Activities”). For the avoidance of doubt, Firm Activities include any activity
that requires the same or similar skills as any financial activity engaged in by the Firm or in which the Firm reasonably expects to
engage, irrespective of whether any such financial activity is in furtherance of an advisory, agency, proprietary or fiduciary undertaking.
The enterprises covered by this definition include enterprises that offer, hold themselves out as offering or reasonably may
be expected to offer Firm Products or Services, or engage in, hold themselves out as engaging in or reasonably may be expected to
engage in Firm Activities directly, as well as those that do so indirectly by ownership or control (e.g., by owning, being owned by or by
being under common ownership with an enterprise that offers, holds itself out as offering or reasonably may be expected to offer Firm
Products or Services or that engages in, holds itself out as engaging in or reasonably may be expected to engage in Firm Activities). The
definition of Covered Enterprise includes, solely by way of example, any enterprise that offers, holds itself out as offering or reasonably
may be expected to offer any product or service, or engages in, holds itself out as engaging in or reasonably may be expected to engage
in any activity, in any case, associated with investment banking; public or private finance; lending; financial advisory services; private
investing for anyone other than you or your family members (including, for the avoidance of doubt, any type of proprietary investing or
trading); private wealth management; private banking; consumer, digital or commercial banking; merchant banking; asset, portfolio or
hedge fund management; insurance or reinsurance underwriting or brokerage; property management; or securities, futures,
commodities, energy, derivatives, currency or digital asset brokerage, sales, lending, custody, clearance, settlement or trading. An
enterprise that offers, holds itself out as offering or reasonably may be expected to offer Firm Products or Services, or engages in, holds
itself out as engaging in or reasonably may be expected to engage in Firm Activities is a Covered Enterprise, irrespective of whether
the enterprise is a customer, client or counterparty of the Firm and, because the Firm is a global enterprise, irrespective of
where the Covered Enterprise is physically located.
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(e) “Determination Date” means the date specified on your Award Statement as the date on which the Committee will determine
whether or not, and to what extent, the Performance Goal was achieved for the Performance Period.
(f) “Dividend Equivalent Payments” means any payments made in respect of Dividend Equivalent Rights.
(g) “FDIC” means the Federal Deposit Insurance Corporation or any successor thereto.
(h) “Failed to Consider Risk” means that you participated in the structuring or marketing of any product or service, or participated
on behalf of the Firm or any of its 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 you have improperly analyzed such
risk or where you have failed sufficiently to raise concerns about such risk) and, as a result of such action or omission, the Committee
determines there has been, or reasonably could be expected to be, a material adverse impact on the Firm, your business unit or the
broader financial system.
(i) “Performance Goal” means the performance goal determined by the Committee that is specified on your Award Statement.
(j) “Performance Period” means the performance period determined by the Committee that is specified on your Award Statement.
(k) “Sarbanes-Oxley” means the Sarbanes-Oxley Act of 2002, as amended.
(l) “SEC” means the U.S. Securities and Exchange Commission.
(m) “Section 409A” means Section 409A of the Internal Revenue Code of 1986, including any amendments or successor
provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time,
may be amended or interpreted through further administrative guidance.
(n) “Selected Firm Personnel” means any individual who is or in the three months preceding the conduct prohibited by Paragraph
9(a)(ii) was (i) a Firm employee or consultant with whom you personally worked while employed by the Firm, (ii) a Firm employee or
consultant who, at any time during the year preceding the date of the termination of your Employment, worked in the same division in
which you worked or (iii) an Advisory Director, a Managing Director or a Senior Advisor of the Firm.
(o) [“Settlement Amount” means an amount deliverable to you in respect of your PSUs (determined as described in the Award
Statement).]
(p) [“Settlement Date” means the date that is specified on your Award Statement on which the Settlement Amount will be
delivered.]
(q) “Share” means a share of Common Stock.
(r) [“Shares at Risk” means Shares that are subject to Transfer Restrictions.]
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The following capitalized terms are used in this Award Agreement with the meanings that are assigned to them in the LTIP:
(a) “Board” means the Board of Directors of GS Inc.
(b) “Committee” means the committee appointed by the Board to administer the LTIP pursuant to Section 2(a) of the LTIP.
(c) “Covered Person” means a member of the Board or the Committee or any employee of the Firm.
(d) “Firm” means GS Inc. and its subsidiaries and affiliates.
(e) “GS Inc.” means The Goldman Sachs Group, Inc., and any successor thereto.
The following capitalized terms are used in this Award Agreement with the meanings that are assigned to them in The Goldman
Sachs Amended and Restated Stock Incentive Plan (2015):
(a) “Account” means any brokerage account, custody account or similar account, as approved or required by GS Inc. from time to
time, into which shares of Common Stock, cash or other property in respect of an Award are delivered.
(b) “Award Statement” means a written statement that reflects certain Award terms.
(c) “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in New York City are
authorized or obligated by Federal law or executive order to be closed.
(d) “Cause” means (i) the Grantee’s conviction, whether following trial or by plea of guilty or nolo contendere (or similar plea), in
a criminal proceeding (A) on a misdemeanor charge involving fraud, false statements or misleading omissions, wrongful taking,
embezzlement, bribery, forgery, counterfeiting or extortion, or (B) on a felony charge, or (C) on an equivalent charge to those in clauses
(A) and (B) in jurisdictions which do not use those designations, (ii) the Grantee’s engaging in any conduct which constitutes an
employment disqualification under applicable law (including statutory disqualification as defined under the Exchange Act), (iii) the
Grantee’s willful failure to perform the Grantee’s duties to the Firm, (iv) the Grantee’s violation of any securities or commodities laws,
any rules or regulations issued pursuant to such laws, or the rules and regulations of any securities or commodities exchange or
association of which the Firm is a member, (v) the Grantee’s violation of any Firm policy concerning hedging or pledging or
confidential or proprietary information, or the Grantee’s material violation of any other Firm policy as in effect from time to time,
(vi) the Grantee’s engaging in any act or making any statement which impairs, impugns, denigrates, disparages or negatively reflects
upon the name, reputation or business interests of the Firm or (vii) the Grantee’s engaging in any conduct detrimental to the Firm. The
determination as to whether Cause has occurred shall be made by the Committee in its sole discretion and, in such case, the Committee
also may, but shall not be required to, specify the date such Cause occurred (including by determining that a prior termination of
Employment was for Cause). Any rights the Firm may have hereunder and in any Award Agreement in respect of the events giving rise
to Cause shall be in addition to the rights the Firm may have under any other agreement with a Grantee or at law or in equity.
(e) “Client” means any client or prospective client of the Firm to whom the Grantee provided services, or for whom the Grantee
transacted business, or whose identity became known to the Grantee in connection with the Grantee’s relationship with or employment
by the Firm.
- 16 -
(f) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the applicable rulings and regulations
thereunder.
(g) “Common Stock” means common stock of GS Inc., par value $0.01 per share.
(h) “Competitive Enterprise” means an existing or planned business enterprise that (i) engages, or may reasonably be expected to
engage, in any activity, (ii) owns or controls, or may reasonably be expected to own or control, a significant interest in or (iii) is, or may
reasonably be expected to be, owned by, or a significant interest in which is, or may reasonably expected to be, owned or controlled by,
any entity that engages in any activity that, in any case, competes or will compete anywhere with any activity in which the Firm is
engaged. The activities covered by this definition include, without limitation, financial services such as investment banking, public or
private finance, lending, financial advisory services, private investing (for anyone other than the Grantee and members of the Grantee’s
family), merchant banking, asset or hedge fund management, insurance or reinsurance underwriting or brokerage, property
management, or securities, futures, commodities, energy, derivatives or currency brokerage, sales, lending, custody, clearance,
settlement or trading.
(i) “Date of Grant” means the date specified in the Grantee’s Award Agreement as the date of grant of the Award.
(j) “Dividend Equivalent Right” means a dividend equivalent right granted under the Plan, which represents an unfunded and
unsecured promise to pay to the Grantee amounts equal to all or any portion of the regular cash dividends that would be paid on shares
of Common Stock covered by an Award if such shares had been delivered pursuant to an Award.
(k) “Employment” means the Grantee’s performance of services for the Firm, as determined by the Committee. The terms
“employ” and “employed” shall have their correlative meanings. The Committee in its sole discretion may determine (i) whether and
when a Grantee’s leave of absence results in a termination of Employment (for this purpose, unless the Committee determines
otherwise, a Grantee shall be treated as terminating Employment with the Firm upon the occurrence of an Extended Absence), (ii)
whether and when a change in a Grantee’s association with the Firm results in a termination of Employment and (iii) the impact, if any,
of any such leave of absence or change in association on Awards theretofore made. Unless expressly provided otherwise, any references
in the Plan or any Award Agreement to a Grantee’s Employment being terminated shall include both voluntary and involuntary
terminations.
(l) “Grantee” means a person who receives an Award.
(m) “Outstanding” means any Award to the extent it has not been forfeited, cancelled, terminated, exercised or with respect to
which the shares of Common Stock underlying the Award have not been previously delivered or other payments made.
(n) “RSU” means a restricted stock unit Award granted under the Plan, which represents an unfunded and unsecured promise to
deliver shares of Common Stock in accordance with the terms of the RSU Award Agreement.
(o) “Section 409A” means Section 409A of the Code, including any amendments or successor provisions to that Section and any
regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted
through further administrative guidance.
- 17 -
(p) “SIP Administrator” means each person designated by the Committee as a “SIP Administrator” with the authority to perform
day-to-day administrative functions for the Plan.
(q) “SIP Committee” means the persons who have been delegated certain authority under the Plan by the Committee.
(r) “Solicit” means any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting,
advising, encouraging or requesting any person or entity, in any manner, to take or refrain from taking any action.
(s) [“Transfer Restrictions” means restrictions that prohibit the sale, exchange, transfer, assignment, pledge, hypothecation,
fractionalization, hedge or other disposal (including through the use of any cash-settled instrument), whether voluntarily or involuntarily
by the Grantee, of an Award or any shares of Common Stock, cash or other property delivered in respect of an Award.]
(t) [“Transferability Date” means the date Transfer Restrictions on a Restricted Share will be released. Within 30 Business Days
after the applicable Transferability Date, GS Inc. shall take, or shall cause to be taken, such steps as may be necessary to remove
Transfer Restrictions.]
(u) “Vested” means, with respect to an Award, the portion of the Award that is not subject to a condition that the Grantee remain
actively employed by the Firm in order for the Award to remain Outstanding. The fact that an Award becomes Vested shall not mean or
otherwise indicate that the Grantee has an unconditional or nonforfeitable right to such Award, and such Award shall remain subject to
such terms, conditions and forfeiture provisions as may be provided for in the Plan or in the Award Agreement.
- 18 -
The Goldman Sachs Group, Inc.
SIGNATURE CARD FOR AWARDS
AND CONSENT TO RECEIVE ELECTRONIC DELIVERY
EXHIBIT 10.60
IMPORTANT: PLEASE REVIEW, EXECUTE AND RETURN THIS FORM TO: __________
YOU MUST PROPERLY EXECUTE THIS FORM TO ACKNOWLEDGE ACCEPTANCE OF THE TERMS AND CONDITIONS OF
YOUR AWARD(S) AND RELATED MATTERS.
1. I have received and agree to be bound by The Goldman Sachs
Amended and Restated Stock Incentive Plan (2015) (the “SIP”) and
the Award Agreement(s) applicable to me in connection with the
Award(s) (the “Award(s)”) that I have been granted by
the Firm (as defined in the SIP). I confirm that I am accepting the
Award(s) subject to the terms and conditions contained in the SIP, the
Award Agreement(s), and this signature card (the “Signature Card”),
including, but not limited to, the requirement that certain disputes be
decided through arbitration in New York City and be governed by
New York law. For the avoidance of doubt, references to a “share” or
“Share” herein mean a share of the common stock of The Goldman
Sachs Group, Inc. (“GS Inc.”) and, where applicable, deliveries of
cash or other property in lieu thereof.
For the avoidance of doubt, I understand and agree that to be eligible
to receive any award under the SIP or any predecessor plan, I must
not have engaged in any conduct constituting “Cause” (as defined in
the SIP) prior to the grant of the award, and by accepting this Award,
I represent and warrant that I have not engaged in any conduct
constituting Cause.
As a condition of this grant, I understand that the Award(s) (as well as
any other award that the Firm may grant to me under the SIP) is/are
subject to governing law provisions as outlined in this Signature Card
or in the applicable Award Agreement(s), and, as a condition to
receiving such awards, I agree to be bound thereby. As a condition of
this grant, I agree to provide upon request an appropriate certification
regarding my U.S. tax status on Form W-8BEN, Form W-9, or other
appropriate form, and I understand that failure to supply a required
form may result in the imposition of backup withholding on certain
payments I receive pursuant to this grant.
I understand and acknowledge that, under the SIP and the applicable
Award Agreement(s), I am agreeing to arbitrate all claims relating to
the SIP in accordance with the arbitration procedure set forth in the
SIP and the applicable Award Agreement(s). If I am employed in the
U.S. or if I am otherwise subject to U.S. Federal, State, or local
employment laws, I further agree to arbitrate, in accordance with the
SIP-related arbitration procedure and to the fullest extent permitted by
law, all claims arising out of or relating to my employment with the
Firm or the termination thereof, or otherwise concerning any rights,
obligations or other aspects of my employment relationship with the
Firm (collectively, “Employment-Related Matters”); provided that
nothing herein shall preclude me from filing a charge with or
participating in any investigation or
proceeding conducted by any governmental authority, including but not
limited to the U.S. Securities and Exchange Commission and the Equal
Employment Opportunity Commission. I agree that all provisions in the
SIP (specifically Section 3.17 thereof) and any applicable Award
Agreements that relate to arbitration and SIP-related dispute resolution
(including without limitation the provisions concerning New York
choice of law and New York City choice of forum) shall be applicable
to resolution of disputes concerning Employment-Related Matters;
provided, however, that Employment-Related Matters that do not relate
to the SIP need not be presented to the Committee or the SIP
Committee (each, as defined in the SIP) as a pre-condition to being
submitted to arbitration. None of the SIP, the Award Agreement(s), or
this Signature Card includes an agreement to arbitrate claims (whether
they are claims relating to Employment-Related Matters or otherwise)
on a collective, class or representative basis. I explicitly agree that, to
the fullest extent permitted by applicable law, no arbitrator shall have
the authority to consider class, collective or representative claims, to
order consolidation or to join different claimants or grant relief other
than on an individual basis to the individual claimant involved and that,
notwithstanding any applicable forum rules to the contrary, to the
extent there is a question of enforceability of this agreement arising
from a challenge to the arbitrator’s jurisdiction or to the arbitrability of
a claim, it shall be decided by a court and not an arbitrator. I understand
and agree that (a) “Employment-Related Matter” includes matters
relating to actions or inactions by individuals associated with the Firm
(including but not limited to employees, officers, and directors),
irrespective of whether such actions or inactions occurred in the
ordinary course of employment, and (b) my obligation to arbitrate
matters that arise out of or relate to Employment-Related Matters
applies irrespective of whether the Firm is or would be a party to any
such arbitration (e.g., if I elect to pursue a claim against another
employee, including my manager, based on an Employment-Related
Matter). I agree that the Firm may intervene in any arbitration
concerning an Employment-Related Matter to which the Firm is not a
party if the Firm determines, in its judgment, that the Firm has an
interest in the outcome of the arbitration.
I also understand and agree that all references to the New York Stock
Exchange in Section 3.17 of the SIP shall be read as references to the
Financial Industry Regulatory Authority and that, for the avoidance of
doubt, the Federal Arbitration Act governs interpretation and
enforcement of all arbitration provisions under the SIP and this
Signature Card, and all arbitration proceedings thereunder. I
understand and agree that nothing herein creates a substantive right to
bring a claim under U.S. Federal, State, or local employment laws. To
the extent that I have entered into any prior agreement with the Firm
requiring me to arbitrate certain claims, including Employment-
Related Matters, I understand and agree to continue to be bound by
my obligation to arbitrate all such claims.
I irrevocably grant full power and authority to GS Inc. to register in its
name, or that of any designee, any and all Restricted Shares (as
defined in the applicable Award Agreement), Shares at Risk (as
defined in the applicable Award Agreement) or other shares of GS
Inc. common stock that have been or may be delivered to me subject
to transfer restrictions or forfeiture provisions, and I irrevocably
authorize GS Inc., or its designee, to sell, assign or transfer such
shares to GS Inc. or such other persons as it may determine in the
event of a forfeiture of such shares pursuant to any agreement with
GS Inc.
Further, as a condition of this grant, if I am a person who has worked
in the United Kingdom at any time during the earnings period relating
to any award under the SIP, as determined by the Firm, when
requested and as directed by the Firm, I will agree to a Joint Election
under s431 ITEPA 2003 of the laws of the United Kingdom for full or
partial disapplication of Chapter 2 Income Tax (Earnings and
Pension) Act 2003 under the laws of the United Kingdom and will
sign and return such election in respect of all future deliveries of
Shares underlying the Award(s) and any previous grants made to me
under the SIP and understand that the Firm intends to meet its
delivery obligations in Shares with respect to my Award(s), except as
may be prohibited by law or described in the accompanying Award
Agreement(s) or supplementary materials.
If I have worked in Switzerland at any time during the earnings period
relating to the Award(s) granted to me as determined by the Firm, (i) I
acknowledge that my Award(s) are subject to tax in accordance with
the rulings and method of calculation of taxable values to be agreed
by the Firm with the Federal and/or Zurich/Geneva
cantonal/communal tax authorities or as otherwise directed by the
Firm, and (ii) I hereby agree to be bound by any rulings agreed by the
Firm in respect of any Award(s), which is expected to result in
taxation at the time of delivery of Shares, and (iii) I undertake to
declare and make a full and accurate income tax declaration in respect
of my Award(s) in accordance with the above ruling or as directed by
the Firm.
2. I have read and understand the Firm’s “Notice Periods for
Recipients of Year-End Equity-Based Awards” policy (the
“Notice Policy”) available through the HR Workways® link on GSWeb
or as otherwise provided to me, pursuant to which I am required to
provide certain specified advance notice of my intent to leave
employment with the Firm. By executing this form, I am agreeing to be
bound by the Notice Policy as in effect from time to time and, where
applicable, am agreeing to a permanent change in the terms and
conditions of my employment. I agree to this change in consideration
of my continued employment with the Firm and the Firm’s offer of the
Award(s). I understand that the Notice Policy requires me, among other
things, to provide my employing entity with advance written notice of
my intention to leave employment with the Firm as follows:
•
•
•
In the Americas: 60 days in advance of my termination date;
In Europe, the Middle East, Africa and India: 90 days in
advance of my termination date; and
In Japan and Asia Ex-Japan (including Australia and New
Zealand and excluding India): 90 days in advance of my
termination date if I am a Vice President or an Executive
Director; 60 days in advance of my termination date in all
other cases.
If, under local law or my contract of employment (for example, a
Managing Director Agreement), I have a notice requirement that is
longer than those specified above, I understand that the longer notice
period will apply. I also understand that if my employment is subject to
a probation period, the Notice Policy applies only if notice of
termination is given after the probation period has ended.
I understand that if I fail to comply in any respect with the Notice
Policy, I will have failed to meet an obligation I have under an
agreement with the Firm, as a result of which the Firm may have
certain legal and equitable rights and remedies, including, without
limitation, forfeiture of the Award(s) and any other awards granted to
me under the SIP. The Firm may forfeit such Award(s) for violation of
the Notice Policy irrespective of whether this agreement constitutes a
legally recognized permanent change to my terms and conditions of
employment, and irrespective of whether applicable law permits me to
make a payment in lieu of notice. In addition, the Firm may seek an
order or injunction from a court or arbitration panel to stop a breach
and may also seek other permissible remedies. The Firm may hold me
personally liable for any damages it suffers as a result of the breach.
- 2 -
This agreement concerning my notice period is being made for and on
behalf of my Goldman Sachs employing entity, and implementation
of the Notice Policy does not create an employment relationship
between me and GS Inc.
3. I have read and understand the Firm’s hedging and pledging
policies (including, without limitation, the Firm’s “Policies with
Respect to Personal Transactions Involving GS Securities and GS
Equity Awards”), and agree to be bound by them (with respect to the
Award(s) and any prior awards under the SIP), both during and
following my employment with the Firm.
4. As a condition to this grant, I agree to open and activate any
brokerage, trust, sub-trust, custody or similar account (an “Account”),
as required or approved by the Firm in its sole discretion. I agree to
access, review, execute and be bound by any agreements that govern
any such Account, including any provisions that provide for the
applicable restrictions on transfers, pledges and withdrawals of
Shares, permitting the Firm to monitor any such Account, and the
limitations on the liability of the party (which may not be affiliated
with the Firm) providing the Account and the Firm. I understand and
agree that the Firm may direct the transfer of securities, cash or other
assets in my Account to the Firm in connection with any indebtedness
or any other obligation that I have to the Firm, as determined by the
Firm in its sole discretion, however such obligation may have arisen. I
also agree to open an Account with any other custodian, broker,
trustee, transfer agent or similar party selected by the Firm, if the
Firm, in its sole discretion, requires me to open an account with such
custodian, broker, trustee, transfer agent or similar party as a
condition to delivery of Shares underlying the Award(s).
5. If the Firm advanced or loaned me funds to pay certain taxes
(including income taxes and Social Security, or similar contributions)
in connection with the Award(s) (or does so in the future), and if I
have not signed a separate loan agreement governing repayment, I
authorize the Firm to withhold from my compensation any amounts
required to reimburse it for any such advance or loan to the extent
permitted by applicable law.
I understand and agree that, if I leave the Firm, I am required
immediately to repay any outstanding amount. I further understand
and agree that the Firm has the right to offset, to the extent permitted
by the Award Agreement and applicable law (including Section 409A
of the U.S. Internal Revenue Code of 1986, as amended, which limits
the Firm’s ability to offset in the case of United States taxpayers
under certain circumstances), any outstanding amounts that I then owe
the Firm against its delivery obligations under the Award(s), against
any obligations to remove restrictions and/or other terms and
conditions in respect of any Restricted Shares or Shares at Risk (each
as defined in the applicable Award Agreement) or against any other
amounts the Firm then owes me, including payments of dividends or
dividend equivalent payments. I understand that the delivery of Shares
pursuant to the Award(s) is conditioned on my satisfaction of any
applicable taxes or Social Security contributions (collectively referred
to as “tax” or “taxes” for purposes of the SIP and all related
documents) in accordance with the SIP. To
the extent permitted by applicable law, the Firm, in its sole discretion,
may require me to provide amounts equal to all or a portion of any
Federal, State, local, foreign or other tax obligations imposed on me or
the Firm in connection with the grant, vesting or delivery of the Award
(s) by requiring me to choose between remitting such amount (i) in
cash (or through payroll deduction or otherwise), (ii) in the form of
proceeds from the Firm’s executing a sale of Shares delivered to me
pursuant to the Award(s) or (iii) as otherwise permitted in the Award
Agreement(s). However, in no event shall any such choice or the choice
specified in paragraph 6, below, determine, or give me any discretion to
affect, the timing of the delivery of Shares or payment of tax
obligations.
6. If I am an individual with separate employment contracts (at any
time during and/or after the ), I acknowledge and agree that
the Firm may, in its sole discretion, require (to the extent permitted by
applicable law) that I provide for a reserve in an amount the Firm
determines is advisable or necessary in connection with any actual,
anticipated or potential tax consequences related to my separate
employment contracts by requiring me to choose between remitting
such amount (i) in cash (or through payroll deductions or otherwise) or
(ii) in the form of proceeds from the Firm’s executing a sale of Shares
delivered to me pursuant to the Award(s) (or any other of my awards
outstanding under the SIP).
7. In connection with any Award Agreement or other interest I may
receive in the SIP or any Shares that I may receive in connection with
the Award(s) or any award I have previously received or may receive,
or in connection with any amendment or variation thereof or any
documents listed in paragraph 8, I hereby consent to (a) the acceptance
by me of the Award(s) electronically, (b) the giving of instructions in
electronic form whether by me or the Firm, and (c) the receipt in
electronic form at my email address maintained at Goldman Sachs or
via Goldman Sachs’ intranet site (or, if I am no longer employed by the
Firm, at such other email address as I may specify, or via such other
electronic means as the Firm and I may agree) all notices and
information that the Firm is required by law to send to me in
connection therewith including, without limitation, any document (or
part thereof) constituting part of a prospectus covering securities that
have been registered under the U.S. Securities Act of 1933, the
information contained in any such document and any information
required to be delivered to me under Rule 428 of the U.S. Securities
Act of 1933, including, for example, the annual report to security
holders or the annual report on Form 10-K of GS Inc. for its latest fiscal
year, and that all prior elections that I may have made relating to the
delivery of any such document in physical form are hereby revoked and
superseded. I agree to check Goldman Sachs’ intranet site (or, if I am
no longer
- 3 -
employed by the Firm, such other electronic site as notified to me by
the Firm) periodically as I deem appropriate for any new notices or
information concerning the SIP. I understand that I am not required to
consent to the receipt of such documents in electronic form in order to
receive the Award(s) and that I may decline to receive such
documents in electronic form by contacting , which will
provide me with hard copies of such documents upon request. I also
understand that this consent is voluntary and may be revoked at any
time on three business days’ written notice.
8. I hereby acknowledge that I have received in electronic form in
accordance with my consent in paragraph 7 the following documents:
•
•
•
•
•
The Goldman Sachs Amended and Restated Stock
Incentive Plan (2015);
Summary of The Goldman Sachs Amended and Restated
Stock Incentive Plan (2015);
The annual report on Form 10-K for The Goldman Sachs
Group, Inc. for the fiscal year ended December 31, ;
The Award Agreement(s); and
Summaries of the Award(s) (“Award Summary”).
9. I expressly authorize any appropriate representative of the Firm to
make any notifications, filings or remittances of funds that may be
required in connection with the SIP or otherwise on my behalf.
Further, if I am an employee who is resident in South Africa at a
relevant time, by accepting my Award(s), I expressly authorize any
appropriate representative of the Firm to make any required
notification on my behalf to the Financial Surveillance Department of
the South African Reserve Bank (or its authorized dealer) in relation
to my participation in the SIP and to any acquisition of Shares for no
consideration under the SIP or other similar filing that may otherwise
be required in South Africa. I acknowledge that any such
authorization is effective from the date of acceptance of my Award(s)
until such time as I expressly revoke the authorization by written
notice to any appropriate representative of the Firm. I understand that
this authorization does not create any obligation on the Firm to deal
with any such notifications, filings or remittances of funds that I may
be required to make in connection with the SIP and I accept full
responsibility in this regard.
10. The granting of the Award(s), the delivery of the underlying
Shares and any subsequent dividends or dividend equivalent
payments, and the receipt of any proceeds in connection with the
Award(s) may result in legal or regulatory requirements in some
jurisdictions. I understand and agree that it is my responsibility to
ensure that I comply with any legal or regulatory requirements in
respect of the Award(s).
11. I confirm that I have filed all tax returns that I am required to file
and paid all taxes I am required to pay with respect to awards
previously granted to me by the Firm, and I agree, with respect to
both the Award(s) as well as awards previously granted to me by
the Firm, to file all tax returns I am required to file in connection with
the Award(s) and any sales of any Shares or other property delivered
pursuant to the Award(s) and to pay all taxes I am required to pay.
12. The goodwill associated with the relationships between the Firm
and its clients and prospective clients is a valuable asset of the Firm
that is built and preserved through the combined services and efforts of
the Firm and all of its personnel. The Firm provides its employees with
a unique platform of financial products and services, confidential and
proprietary information, professional training, access to specialized
expertise, research, analytical, operational, and business development
support, travel and entertainment expenses and other valuable resources
to build and enhance the goodwill associated with the relationships
between the Firm and its clients, as well as to foster and establish such
relationships with prospective clients. Accordingly, I acknowledge and
agree that (i) because the Firm contributes valuable resources to build
and enhance client relationships, including those for which I provide
services, it has a legitimate and essential business interest in protecting
the goodwill associated with those relationships; (ii) by my continued
employment, I confirm that I have assigned and will assign to the Firm
all goodwill I have developed or will develop with persons or entities
with whom I interact while at the Firm and/or who are or will become
clients or prospective clients of the Firm in connection with my
employment with the Firm, even if I did business with such persons or
entities prior to joining the Firm; and (iii) while at the Firm I do not
have and will not acquire any property, proprietary, contractual or other
legal right or interest whatsoever in or to any client or prospective
client with whom I interact or conduct business while employed by the
Firm or (except to the extent otherwise provided in a written agreement
between the Firm and me that governs my compensation) to any current
or prospective revenues associated with such client or prospective
client (all such interests being referred to herein as “Intangible
Interests”). For the avoidance of doubt, I am hereby assigning all
Intangible Interests to the Firm. I acknowledge and agree that my
compensation during the term of my employment with the Firm is
adequate financial consideration in this regard, and that no further
consideration is necessary (including in respect of obligations
applicable to me after my employment with the Firm has ended).
Consent to Data Collection, Processing and Transfers:
I understand and agree that in connection with the SIP and any
other Firm benefit plan (the “Programs”), to the extent permitted
under the laws of the applicable jurisdiction, the Firm may collect,
process, transfer/transmit (internationally), and use various data
that is personal to me, and that my data might be deemed sensitive
personal data in certain
- 4 -
consistent with the above, I may not benefit from the Programs. I
authorize the collecting, processing, use and (international)
transfer/transmission of the Information consistent with the above
for the period of administration of the Programs. In particular, I
authorize (within the limits described above): (i) the data
processing by the Firm (which means GS Inc. and any of its
subsidiaries and affiliates); (ii) the data processing by Fidelity or
Computershare; (iii) the data processing by the Firm’s other
service providers; and (iv) the data transfer to the United States
and other countries, as described above for the purposes set forth
herein. A list of the Firm’s international offices and countries to
which data that is personal to me can be transferred is set forth at
http://www2.goldmansachs.com/who-we-are/locations/index.html. I
further acknowledge that the Information may be retained by the
aforementioned persons beyond the period of administration of the
Programs to the extent permitted under the laws of the applicable
jurisdiction and I so authorize.
FOR ALL NON-U.S. EMPLOYEES
By accepting (whether expressly or by implication) any benefit granted
to you by GS Inc., including without limitation your Award(s), you
acknowledge and agree to each of the following:
• Country-Specific Legal Notices: You have read the country-
specific legal notices below that pertain to your place of
employment and/or residence (and also the location of your
employer, if different), if any, and understand that they apply
throughout the term of your Award(s).
• No Public Offer: Awards under the SIP and the Firm’s other
compensation and benefit programs are strictly limited to
eligible participants and are not intended to constitute a
public offer in any jurisdiction, nor intended for registration
in any jurisdiction outside of the U.S. You should keep all
Award-related documents confidential and you may not
reproduce, distribute or otherwise make public any part of
such documents without GS Inc.’s express written consent. If
you have received any such documents and you are not the
intended recipient, please disregard and destroy them.
jurisdictions, including but not limited to my name, address, work
location, hire date, Social Security or Social Insurance or
taxpayer identification number (required for tax purposes), type
and amount of SIP or other benefit plan award, citizenship or
residency (required for tax purposes) and other similar
information reasonably necessary for the administration of such
Programs (collectively referred to as “Information”) and provide
such Information to its affiliates, Computershare Limited and its
affiliates (collectively “Computershare”) and Fidelity Stock Plan
Services, LLC, Fidelity Personal Trust Company, FSB and any of
their affiliates (collectively “Fidelity”) or any other service
provider, whether in the United States or elsewhere, as is
reasonably necessary for the administration of the Programs and
under the laws of these jurisdictions. I understand that, in certain
circumstances, where required by law, foreign courts, law
enforcement agencies or regulatory agencies may be entitled to
access the Information. I understand that, unless I explicitly
authorize otherwise, the Firm, its affiliates and its service
providers (through their respective employees in charge of the
relevant electronic and manual processing) will collect, process,
transfer/transmit (internationally), and use this Information only
for purposes of administering the Programs. I understand that, in
the United States and in other countries to which such
Information may be transferred for the administration of the
Programs, the level of data protection is not equivalent to data
protection standards in the member states of the European
Economic Area, Switzerland, Canada or certain Canadian
provinces or my home country and that U.S. public authorities
may potentially access such Information. If I am employed in
Monaco, Spain or Argentina, I have also read the text in bold in
the respective Monaco, Spain or Argentina legal notice below in
conjunction with this Consent to Data Collection, Processing and
Transfers clause and I understand that such text forms part of
this clause and that in the event of any inconsistency such text
shall prevail over this clause. I understand that, upon request to
, to the extent required under the laws of the
applicable jurisdiction, I may have access to and obtain
communication of the Information and may exercise any of my
rights in respect of such Information, in each case free of charge,
including objecting to the collecting, processing, (international)
transfer/transmission, and any use of the Information and
requesting that the Information be updated or corrected (if
wrong), completed or clarified (if incomplete or equivocal), or
erased (if cannot legally be collected or kept). Upon request, to the
extent required under the laws of the applicable jurisdiction,
Equity Compensation (division of HCM) will also provide me,
free of charge, with a list of all the service providers used in
connection with the Programs at the time of request. I understand
that there is no legal obligation for me to provide the Firm with
the Information and any Information is provided at my own will
and consent. I understand that, if I refuse to authorize the
collecting, processing, use and (international)
transfer/transmission of the Information
- 5 -
•
Transferability: Any provisions permitting transfers to a
third party in the Award documents will not apply to you
(i) to the extent that the applicability of those provisions
would affect the availability of relevant exemptions or tax
favorable treatment, or (ii) otherwise in circumstances
determined by the Firm in its sole discretion from time to
time.
• Adequate Information: You acknowledge that you (i) have
been provided with all relevant information and materials
with respect to the Firm’s operations and financial
conditions and the terms and conditions of your Award(s),
(ii) have read and understood such information and
materials, (iii) are fully aware and knowledgeable of the
terms and conditions of your Award(s), and (iv) completely
and voluntarily agree to the terms and conditions of your
Award(s).
•
Independent Advice Recommended: The information
provided by the Firm or its service providers in respect of
an Award does not take into account the individual
circumstances of recipients and does not constitute
investment advice. Awards under the SIP involve certain
risks and you should exercise caution. The Firm
recommends that you consult your own independent legal,
financial and tax advisors in all cases, and you
acknowledge that you are provided with adequate
opportunity to do so.
• No Employer Involvement: Except to the extent required
by applicable law, all Awards are offered, issued and
administered by GS Inc., a Delaware corporation, and your
employer is not involved in the grant of your Award(s) or
any other GS Inc. equity compensation. All documents
related to the Awards, including the SIP, the Award
Agreement, this Signature Card and the link by which you
access these documents, are originated and maintained in
the United States.
• No Effect on Employment-Related Rights: Any
compensation you receive (even on a regular and repeated
basis) in connection with the SIP is discretionary and does
not constitute part of your base or normal salary or wages. It
does not affect your rights and obligations under the terms of
your employment and it will not be taken into account
(except to the extent otherwise required by applicable law) in
determining any other employment-related rights you may
have, including without limitation rights in relation to
severance, redundancy or end-of-service payments, bonuses,
long-service awards, pension or retirement benefits. In
particular you waive any and all rights to compensation or
damages in consequence of the termination of your
employment for any reason whatsoever insofar as those
rights arise or may arise from your ceasing to have rights
under, or be entitled to receive payment in respect of, the SIP
as a result of such termination, or from the loss or diminution
in value of such rights or entitlements. This waiver applies
whether or not such termination amounts to wrongful or
unfair dismissal.
• No Additional Entitlements: The grant of an Award is
strictly discretionary and voluntary and neither this Award
(even if Award grants are made to you on a regular and
repeated basis) nor your employment contract implies any
expectation or right in relation to (i) the grant of any Award
or similar compensation in the future, (ii) the terms,
conditions and amount of any Award or similar
compensation that GS Inc. may decide to grant in future, or
(iii) continued employment in connection with any Award.
•
•
Translations: The official Award documents (including
contracts and communications) are in the English language.
You are responsible for ensuring that you fully understand
these documents. The English version of the documents will
always prevail in the event of any inconsistency with
translated or interpreted documents.
Severability: If any provision (in whole or in part) of this
Signature Card or the other Award documents is to any
extent illegal, otherwise invalid, or incapable of being
enforced, that provision will be excluded to the extent (only)
of such invalidity or unenforceability. All other provisions
will remain in full effect and, to the extent possible, the
invalid or unenforceable provision will be deemed replaced
by a provision that is valid and enforceable and that comes
closest to expressing the intention of such invalid or
unenforceable provision.
[NON-COMPETITION AND NON-SOLICITATION
RESTRICTIONS FOR EMPLOYEES PROVIDING SERVICES
IN ASIA
In addition to and without limiting any provisions in the SIP or the
applicable Award Agreement(s) (including without limitation the
Award vesting, delivery, forfeiture, termination or repayment
provisions) unless provided otherwise in the Restrictions, if I am
providing services to the Firm in Asia or to BGH, in view of my
importance to the Firm and/or BGH, I hereby agree to and
acknowledge the following:
- 6 -
(including, without limitation, participating in the identification of
individuals for potential hire, and participating in any hiring decision).
I acknowledge that I will have violated this provision if, during the
Restricted Period, any Selected Firm Personnel are Solicited or hired:
(i) by any entity which I form, which bears my name, or in
which I possess or control greater than a de minimis equity ownership,
voting or profit participation; or
(ii) by any entity, and I have, or will have, direct or indirect
managerial responsibility for such Selected Firm Personnel.
(d) I acknowledge and agree that these Restrictions form part of my
terms and conditions of employment. I also acknowledge and agree that
these Restrictions supersede any part of any other agreement (which,
for the avoidance of doubt, excludes the SIP and the Award Agreement
(s)), written or oral, that I am subject to in respect of the same subject
matter unless I am notified in writing to the contrary.
(e) Prior to accepting employment with any other person or entity
during the Restricted Period, I will provide any prospective employer
with written notice of the Restrictions with a copy containing the
prospective employer’s name and contact information delivered
simultaneously to the Firm.
(f) I understand that the Restrictions may limit my ability to earn a
livelihood in a business similar to the business of the Firm or BGH. I
acknowledge that a violation on my part of any of the Restrictions
would cause immeasurable and irreparable damage to the Firm or
BGH. Accordingly, I agree that the Firm and/or BGH will be entitled to
injunctive relief in any court of competent jurisdiction for any actual or
threatened violation of any of the Restrictions in addition to any other
remedies it or they may have. In the event that I violate any of the
Restrictions, I acknowledge that the Restricted Period shall
automatically be extended by the period of time that I was in violation
of the said Restriction(s). I also acknowledge that a violation of any of
the Restrictions would constitute my failure to meet an obligation I
have under an agreement between me and the Firm that was entered
into in connection with my employment with the Firm and/or BGH,
may be detrimental to the Firm and/or BGH and would constitute
“Cause” for purposes of any equity-based awards granted to me by the
Firm and/or BGH and will result in my forfeiting such equity-based
awards.
(a) I hereby agree that the Firm or BGH would likely suffer
significant harm from me competing with the Firm or BGH for some
period of time after my employment ends. Accordingly, I hereby
agree that I will not, without the written consent of the Firm or BGH,
during the Restricted Period in the Geographic Area:
(i) form, or acquire a 5% or greater equity ownership,
voting or profit participation interest in, any Covered Enterprise; or
(ii) associate (including, but not limited to, association as an
officer, employee, partner, director, consultant, agent or advisor) with
any Covered Enterprise and in connection with such association
engage in, or directly or indirectly manage or supervise personnel
engaged in, any activity:
A. which is similar or substantially related to any
activity in which I was engaged, in whole or in part, at the Firm or
BGH,
B. for which I had direct or indirect managerial or
supervisory responsibility at the Firm or BGH, or
C. which calls for the application of the same or
similar specialized knowledge or skills as those utilized by me in my
activities with the Firm or BGH,
each such activity being determined with reference to the one-year
period immediately prior to the end of the Asia Service Period, and, in
each such case, irrespective of the purpose of the activity or whether
the activity is or was in furtherance of advisory, agency, proprietary
or fiduciary business of either the Firm or BGH or the Covered
Enterprise.
(By way of example only, this provision precludes an “advisory”
investment banker from joining a leveraged-buyout firm, a research
analyst from becoming a proprietary trader or joining a hedge fund, or
an information systems professional from joining a management or
other consulting firm and providing information technology
consulting services or advice to any Covered Enterprise, in each case
without the written consent of the Firm or BGH.)
(b) I hereby agree that during the Restricted Period, I will not, in any
manner, directly or indirectly, (1) Solicit a Client to transact business
with a Covered Enterprise or to reduce or refrain from doing any
business with the Firm or BGH, or (2) interfere with or damage (or
attempt to interfere with or damage) any relationship between the
Firm or BGH and a Client.
(c) I hereby agree that during the Restricted Period, I will not, in any
manner, directly or indirectly:
(i) Solicit any Selected Firm Personnel to resign from the
Firm or BGH;
(ii) Solicit any Selected Firm Personnel to apply for or
accept employment (or other association) with any person or entity
other than the Firm; or
(iii) hire or participate in the hiring of any Selected Firm
Personnel (whether as an employee, consultant, or otherwise) by any
person or entity other than the Firm
- 7 -
(g) If any provision (or part of a provision) of the Restrictions is held
by a court of competent jurisdiction to be invalid, illegal or
unenforceable (whether in whole or in part), such provision will be
deemed modified to the extent, but only to the extent, of such
invalidity, illegality or unenforceability and the remaining such
provisions will not be affected thereby; provided, however, that if any
of the Restrictions are held by a court of competent jurisdiction to be
invalid, illegal or unenforceable because it exceeds the maximum time
period such court determines is acceptable to permit such provision to
be enforceable, such Restrictions will be deemed to be modified to the
minimum extent necessary to modify such time period in order to
make such provision enforceable hereunder.
(h) The promises contained in the Restrictions are provided by me for
the benefit of each Firm entity and BGH and I acknowledge and agree
that each such entity may independently enforce the Restrictions
against me. Any benefit that I give or am deemed to have given by
virtue of the Restrictions is received jointly and severally by each
Firm entity (including, for the avoidance of doubt, any Firm entity to
which I provide services from time to time) and BGH.
(i) For the purposes of the Restrictions, GS Inc. enters into the SIP
and Award Agreement(s) applicable to me in connection with the
Award(s) in its own capacity and as agent for each other Firm entity
and BGH. The consideration for the promises in these Restrictions is
given to me by GS Inc. on its own behalf and on behalf of each other
Firm entity (including, for the avoidance of doubt, any Firm entity to
which I provide services from time to time) and BGH.
(j) I acknowledge that the Restrictions set out in this clause are
reasonable and necessary for the protection of the legitimate interests
of the Firm and/or BGH, and that, having regard to those interests,
such restrictions do not impose an unreasonable burden on me.
(k) The Restrictions shall remain in full force and effect and survive
the termination of my employment for any reason whatsoever.
(l) If I am subject to the Non-Competition and Non-Solicitation
Agreement for Select Employees in the Equities Division, or a
Managing Director subject to a Goldman Sachs Group, Inc. Managing
Director Agreement, the Restrictions shall not apply to me.
(m) If I am a Private Wealth Management employee subject to an
Employee Agreement Regarding Confidential and Proprietary
Information and Materials and Non-Solicitation, I will be subject to
the restrictions contained in clause (a) of the Restrictions but will not
be subject to the restrictions contained in clauses (b) and (c) of the
Restrictions. Nothing in the Restrictions will affect the operation of
the Employee Agreement Regarding Confidential and Proprietary
Information and Materials and Non-Solicitation.
(n) For the purposes of the Restrictions only, the following terms have
the following meanings:
“Asia” means each state and territory in Australia, Brunei,
Hong Kong SAR, India, Indonesia, Japan, Korea, Labuan, Macau
SAR, Malaysia, Mongolia, New Zealand, Papua New
Guinea, the Philippines, the PRC, Singapore, Taiwan, Thailand and
Vietnam.
“Asia Service Period” means the period during which I am
located in Asia and contracted to provide services to a member of the
Firm in Asia or BGH. For the avoidance of doubt, the Asia Service
Period does not end when I transfer to another member of the Firm in
Asia or BGH.
“BGH” means Beijing Gao Hua Securities Company
Limited, its subsidiaries and affiliates, and its or their respective
successors.
“Client” means any client or prospective client of the Firm or
BGH (i) to whom I provided services at any time during the one year
period immediately prior to the end of the Asia Service Period, or
(ii) for whom I transacted business at any time during the one year
period immediately prior to the end of the Asia Service Period, or
(iii) whose identity became known to me in connection with my
relationship with or employment by the Firm or BGH at any time
during the one year period immediately prior to the end of the Asia
Service Period and with respect to whom I had access to confidential
information.
“Covered Enterprise” means a Competitive Enterprise and
any other existing or planned business enterprise that: (i) offers, holds
itself out as offering or reasonably may be expected to offer products or
services that are the same as or similar to those offered by the Firm or
BGH or that the Firm or BGH reasonably expects to offer (“Firm
Products or Services”) or (ii) engages in, holds itself out as engaging in
or reasonably may be expected to engage in any other activity that is
the same as or similar to any financial activity engaged in by the Firm
or BGH or in which the Firm or BGH reasonably expects to engage
(“Firm Activities”). For the avoidance of doubt, Firm Activities include
any activity that requires the same or similar skills as any financial
activity engaged in by the Firm or BGH or in which the Firm or BGH
reasonably expects to engage, irrespective of whether any such
financial activity is in furtherance of an advisory, agency, proprietary
or fiduciary undertaking.
The enterprises covered by this definition include enterprises
that offer, hold themselves out as offering or reasonably may be
expected to offer Firm Products or Services, or engage in, hold
themselves out as engaging in or reasonably may be expected to engage
in Firm Activities directly, as well as those that do so indirectly by
ownership or control (e.g., by owning, being owned by or by being
under common ownership with an enterprise that offers, holds
- 8 -
itself out as offering or reasonably may be expected to offer Firm
Products or Services or that engages in, holds itself out as engaging in
or reasonably may be expected to engage in Firm Activities). The
definition of Covered Enterprise includes, solely by way of example,
any enterprise that offers, holds itself out as offering or reasonably
may be expected to offer any product or service, or engages in, holds
itself out as engaging in or reasonably may be expected to engage in
any activity, in any case, associated with investment banking; public
or private finance; lending; financial advisory services; private
investing for anyone other than me or members of my family
(including, for the avoidance of doubt, any type of proprietary
investing or trading); private wealth management; private banking;
consumer, digital, or commercial banking; merchant banking; asset,
portfolio or hedge fund management; insurance or reinsurance
underwriting or brokerage; property management; or securities,
futures, commodities, energy, derivatives, currency or digital asset
brokerage, sales, lending, custody, clearance, settlement or trading.
An enterprise that offers, holds itself out as offering or reasonably
may be expected to offer Firm Products or Services, or engages in,
holds itself out as engaging in or reasonably may be expected to
engage in Firm Activities is a Covered Enterprise, irrespective of
whether the enterprise is a customer, client or counterparty of the
Firm or BGH and, because each of the Firm and BGH is a global
enterprise, irrespective of where the Covered Enterprise is
physically located.
“Covered Extended Absence” means my absence from
active employment for at least 180 days in any 12-month period as a
result of my incapacity due to mental or physical illness, as
determined by the Firm or BGH (as applicable).
“Effective Date” means (i) if the termination is for cause or
Covered Extended Absence, the date on which such termination
occurs; or (ii) if I repudiate my employment contract, the date of
repudiation as determined by the Firm or BGH (as applicable).
“Firm” means GS Inc., its subsidiaries and affiliates and its
and their respective successors.
“Geographic Area” means (i) the jurisdiction in Asia in
which I am located as of the date of execution of the Signature Card;
and/or (ii) any other jurisdiction in Asia in relation to which I have
substantial product and/or geographical market responsibilities in the
one year period immediately prior to the end of the Asia Service
Period; and/or (iii) any other jurisdiction in Asia in relation to which I
have substantial employee managerial responsibilities in the one year
period immediately prior to the end of the Asia Service Period; and/or
(iv) any other jurisdiction in Asia in relation to which I provided
services in the one year period immediately prior to the end of the
Asia Service Period.
“PRC” means, for the purpose of the Restrictions, the
People’s Republic of China, excluding Hong Kong SAR, Macau SAR
and Taiwan.
“Restricted Period” means (i) in the event of the termination
of my employment with the Firm in Asia or BGH, the Asia Service
Period including any notice period applicable under the Notice Policy
or, in the event I repudiate my notice requirement or exercise any
statutory right to shorten the notice period or if my employment is
terminated without notice or if the Firm elects to shorten the notice
period in whole or in part with or without pay in lieu for any period of
notice that has been waived or reduced, the Asia Service Period and the
period of time equivalent to my notice requirement commencing from
the Effective Date; or (ii) in the event of my employment with the Firm
in Asia or BGH ending by reason of the transfer of my employment to
another member of the Firm outside Asia, the Asia Service Period and
the period of time equivalent to my notice requirement commencing
from the conclusion of the Asia Service Period; or (iii) in the event of
the termination of my secondment to the Firm in Asia or BGH and
assignment or transfer of my employment to another member of the
Firm outside Asia, the Asia Service Period and the period of time
equivalent to my notice requirement commencing from the conclusion
of the Asia Service Period.
“Restrictions” means the non-competition and
non-solicitation restrictions for employees providing services in Asia as
set out in (a) to (o) of this section of the Signature Card.
“Selected Firm Personnel” means any individual who is, or
in the three months preceding the conduct prohibited by (c) of this
section of the Signature Card was (i) a Firm or BGH employee or
consultant with whom I have personally worked with while employed
by the Firm; (ii) a Firm or BGH employee or consultant who, at any
time during the one-year period immediately prior to the end of the
Asia Service Period, worked in the same division in which I worked; or
(iii) an Advisory Director, a Managing Director, or a Senior Advisor of
the Firm.
“Solicit” means any direct or indirect communication of any
kind whatsoever, regardless of by whom initiated, inviting, advising,
encouraging or requesting any person or entity, in any manner, to take
or refrain from taking any action.
(o) Notwithstanding paragraph 1 of this Signature Card, the
Restrictions shall be governed by and construed in accordance with the
laws of the jurisdiction in which I am located and providing services to
the Firm at the date of execution of the Signature Card. If I am located
and providing services to the Firm in a state or territory in Australia,
the laws of the jurisdiction shall be New South Wales. Notwithstanding
paragraph 1, any Firm entity (including, for the avoidance of doubt, any
Firm entity to which I provide services from time to time) or BGH may
at any time elect to enforce the Restrictions in any competent court of
any jurisdiction determined by such entity.]
- 9 -
Any advice given by GS Inc. in connection with the SIP is general
advice only. The documentation does not take into account the
objectives, financial situation or needs of any particular person. Before
acting on the information contained in the documentation, or making a
decision to participate, you should consider obtaining your own
financial product advice from a person who is licensed by the
Australian Securities and Investments Commission (ASIC) to give such
advice.
Throughout the period in which you hold a dividend equivalent right
you may obtain copies of all information filed by GS Inc. with the U.S.
Securities and Exchange Commission (SEC) which is accessible by GS
Inc.’s shareholders and the general public (“shareholder information”)
by going to the SEC’s website (www.sec.gov) or to the GS Inc. website
(http://www.goldmansachs.com/), and at
http://www.goldmansachs.com/investor-relations/financials/. You
should be aware that shareholder information can affect the value of
your dividend equivalent rights from time to time.
The actual value you receive in respect of the Shares acquired by you
will depend on the number of Shares you receive, the market value of a
Share, the value of any dividend and dividend equivalent payments
made in respect of a Share, and the USD/AUD exchange rate.
There are risks associated with an investment in Shares and the value of
any Shares you receive may be less than the value of those Shares
today. Some of those risks are specific to GS Inc.’s business activities
while others are of a more general nature. For more detail on those
risks, please refer to GS Inc.’s most recent annual report. Individually
or in combination, those risks may affect the value of Shares.
Fidelity Personal Trust Company, FSB (“Trustee”) will hold Shares
that are the subject of Award(s). Any Shares, and income gained, held
on your behalf may only be dealt with by the Trustee with your
direction. You may direct the Trustee on the exercise of any applicable
voting rights that you hold in respect of such Shares. GS Inc.
undertakes that it will, within a reasonable period of you so requesting
and at no charge, provide you with a copy of the trust deed.
Other Legal Notices:
FOR ARGENTINA EMPLOYEES ONLY
Your Award(s) are being offered to you in your capacity as an
employee of the Firm. By receiving and accepting your Award(s), you
are deemed to (i) acknowledge that the underlying Shares have not
been authorized by the Argentine Comisión Nacional de Valores
(“CNV”) to be publicly offered in Argentina; and (ii) agree that you
will not sell or offer to sell any Shares acquired upon settlement of
your Award(s) in Argentina other than pursuant to transactions that
would not qualify as a public offering under article 2 of Argentine
Law 26,831.
The Award documents are being delivered to you in your capacity as
an employee of the Firm. Accordingly, receipt and acceptance of the
Award documents constitute your agreement that the information
contained in the Award documents may not (i) be reproduced or used,
in whole or in part, for any purpose whatsoever other than as a
representation of your holding of Shares, or (ii) furnished to or
discussed with any person (other than your personal advisors on a
confidential basis) without the express written permission of GS Inc.
Additional data protection information for Argentina employees
(which should be read in conjunction with, and forms part of, the
Consent to Data Collection, Processing and Transfers clause
above (together with this additional information, the “Clause”)):
Mandatory Notice: El titular de los datos personales tiene la
facultad de ejercer el derecho de acceso a los mismos en forma
gratuita a intervalos no inferiores a seis meses, salvo que se acredite
un interés legítimo al efecto conforme lo establecido en el artículo
14, inciso 3 de la Ley Nº 25.326. La Dirección Nacional de
Protección de Datos Personales, Órgano de Control de la Ley Nº
25.326, tiene la atribución de atender las denuncias y reclamos que
se interpongan con relación al incumplimiento de las normas sobre
protección de datos personales.
(English translation would be as follows: Personal data subjects
have the right freely to access such data within intervals of no less
than six months, unless a legitimate interest is proven pursuant to
Section 14, clause 3, Act 25.326. The National Data Protection
Agency is the enforcing authority of Act 25.326, and has the power
to attend to reports and claims regarding non-fulfilment of data
protection provisions.)
FOR AUSTRALIA EMPLOYEES ONLY
GS Inc. undertakes that it will, within a reasonable period of you so
requesting and at no charge, provide you with a copy of the rules of
the SIP. The market price of a Share can be accessed at the following
link: https://www.nyse.com/index. The Australian dollar equivalent of
that market price can be ascertained by applying the prevailing
USD/AUD exchange rate published by the Reserve Bank of Australia,
which can be accessed at the following link:
http://www.rba.gov.au/statistics/frequency/exchange-rates.html.
- 10 -
FOR BRAZIL EMPLOYEES ONLY
Please note that the offer of an award under the SIP does not
constitute a public offer in Brazil, and therefore it is not subject to
registration with the Brazilian authorities.
Las Acciones no pueden ser ofrecidas públicamente en Chile en tanto
éstas no se registren en el Registro de Valores Extranjeros de la SVS.
Se informa que la fecha de inicio de la presente oferta será aquella en
que estos documentos fueron entregados a usted por primera vez vía
email.
Los documentos oficiales del SIP se encuentran en idioma inglés.
En caso que usted no entienda el contenido de estos documentos,
por favor comuníquese con su encargado de recursos humanos, a
fin de obtener una versión en español.
FOR THE PEOPLE’S REPUBLIC OF CHINA EMPLOYEES
ONLY
All documentation in relation to the Award(s) is intended for your
personal use and in your capacity as an employee of the Firm (and/or
its affiliate) and is being given to you solely for the purpose of
providing you with information concerning the Award(s) which the
Firm may grant to you as an employee of the Firm (and/or its affiliate)
in accordance with the terms of the SIP, this documentation and the
applicable Award Agreement(s). The grant of the Award(s) has not
been and will not be registered with the China Securities Regulatory
Commission of the People’s Republic of China pursuant to relevant
securities laws and regulations, and the Award(s) may not be offered or
sold within the mainland of the People’s Republic of China by means
of any of the documentation in relation to the Award(s) through a
public offering or in circumstances which require a registration or
approval of the China Securities Regulatory Commission of the
People’s Republic of China in accordance with the relevant securities
laws and regulations.
You agree that notwithstanding anything to the contrary under the SIP
or the Award Agreement(s), the Award(s) may be settled in cash in
Renminbi or such other currency, payable by your employing entity in
the mainland of the People’s Republic of China or such other entity, in
each case, as may be determined by the Firm in its sole discretion.
According to Brazilian regulations, individuals resident in Brazil must
inform the Central Bank of Brazil yearly the amounts of any nature,
the assets and rights (including cash and other deposits) held outside
of the Brazilian territory. Please consult your own legal counsel on the
terms and conditions for presentation of such information.
By accepting the Award(s), you acknowledge that the Firm has
provided you with Portuguese translations of the Award Summary,
Award Agreement and Signature Card, but that the original English
versions of these documents control. (Ao aceitar esta outorga, Você
reconhece que a Empresa Ihe disponibilizou a versão em português do
Award Summary, do Award Agreement e do Signature Card; porém a
versão original em inglês desses documentos prevalecerá.)
FOR CHILE EMPLOYEES ONLY
Neither GS Inc., the SIP nor the Shares have been registered in the
Registro de Valores (Securities Registry) or in the Registro de Valores
Extranjeros (Foreign Securities Registry) of the Superintendencia de
Valores y Seguros (Chilean Securities and Insurance Commission or
SVS) and they are not subject to the control of the SVS. If such
securities are offered within Chile, they will be offered and sold only
pursuant to Norma de Carácter, General 336 (General Regulation
336) of the SVS, an exemption to the registration requirements, or in
circumstances which do not constitute a public offer of securities in
Chile within the meaning of Article 4 of the Chilean Securities
Market Law 18,045. As the Shares are not registered, the issuer has
no obligation under Chilean law to deliver public information
regarding the Shares in Chile. The Shares shall not be subject to
public offering in Chile unless they are registered in the Foreign
Securities Registry of the SVS. The commencement date of the offer
is the date on which these documents were first provided to you via
email.
The official plan documents are in the English language. If you do not
understand their content, please contact your HCM contact in order to
obtain a Spanish version.
Ni GS Inc., ni el SIP, ni las Acciones, han sido registradas en el
Registro de Valores o Registro de Valores Extranjeros que lleva la
Superintendencia de Valores y Seguros (SVS) y ninguno de ellos está
sujeto a la fiscalización de la SVS. Si dichos valores son ofrecidos
dentro de Chile, serán ofrecidos y colocados sólo de acuerdo a la
Norma de Carácter General 336 de la SVS, una excepción a la
obligación de registro, o en circunstancias que no constituyan una
oferta pública de valores en Chile según lo definido por el Artículo 4
de la Ley 18.045 de Mercado de Valores de Chile. Por tratarse de
valores no inscritos, el emisor de las Acciones no tiene obligación
bajo la ley chilena de entregar en Chile información pública acerca de
las Acciones.
- 11 -
Die Prämien werden Ihnen von der GS Inc. nach den in der
Prämienübersicht aufgeführten Bestimmungen des Erwerbsplans
angeboten. Weitere Informationen über GS Inc. finden Sie unter
www.gs.com. Die Prämien werden Ihnen im Rahmen des Erwerbsplans
zu Ihrer Motivation angeboten und um Sie durch das Halten von Aktien
am Erfolg des Unternehmens teilhaben zu lassen. Informationen zur
Anzahl der im Rahmen des Plans angebotenen GS Inc.-Aktien
entnehmen Sie bitte dem Abschnitt Shares Available for Awards (Als
Prämien erhältliche Aktien) im Erwerbsplan. Es besteht auf Grund von
Artikel 4(1)(e) der Prospektrichtlinie für dieses Angebot keine
Verpflichtung zur Veröffentlichung eines Emissionsprospekts. Dieses
Dokument ist kein Prospekt im Sinne dieser Richtlinie.
FOR HONG KONG EMPLOYEES ONLY
WARNING:
The contents of this document have not been reviewed by any
regulatory authority in Hong Kong. You are advised to exercise caution
in relation to this Award(s). If you are in doubt about any of the
contents of this document, you should obtain independent professional
advice.
This document has not been, and will not be, registered as a
“prospectus” in Hong Kong under the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap 32) nor has it been
authorised by the Securities and Futures Commission in Hong Kong
pursuant to the Securities and Futures Ordinance (Cap 571) of the Laws
of Hong Kong. This document does not constitute an offer or invitation
to the public in Hong Kong to acquire any securities nor an
advertisement of securities in Hong Kong. This document is distributed
on a confidential basis.
By accepting the Award(s), you acknowledge and agree that you will
not be permitted to transfer awards to persons who fall outside the
definition of ‘qualifying persons’ in the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap 32) (i.e., a person who is
not a current or former director, employee, officer, consultant of the
Firm or a person other than the offeree’s wife, husband, widow,
widower, child or step-child under the age of 18 years, or as otherwise
defined), even if otherwise permitted under the SIP or any of the related
documents.
FOR FRANCE EMPLOYEES ONLY
Disclaimer: The current Award(s) is not covered by any prospectus
which is the subject of the AMF’s approval. Grantees can only receive
this award for their own account (“compte propre”) in the conditions
laid down by articles L. 411-2, D. 411-1, D. 411-4, D. 744-1, D.
754-1 and D. 764-1 of the French Monetary and Financial Code. Any
direct or indirect dissemination into the public of the financial
instruments acquired can only take place within the conditions of
articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the
French Monetary and Financial Code.
By accepting the Award(s), you acknowledge that the Firm has
provided you with French translations of the Award Summary, Award
Agreement and Signature Card, but that the original English versions
of these documents control.
The provisions of the Award Agreement will apply only in respect of
the year to which the Award Agreement relates and will not in any
circumstances create any right or entitlement to you for any future
fiscal years.
Avertissement: La présente attribution ne donne pas lieu à un
prospectus soumis au visa de l’Autorité des marchés financiers. Les
personnes qui y participent ne peuvent le faire que pour compte
propre dans les conditions fixées par les articles L. 411-2, D.
411-1,D.411-4, D. 744-1, D. 754-1 et D. 764-1 du Code monetaire et
financier. La diffusion, directe ou indirecte, dans le public des
instruments financiers ainsi acquis, ne peut être réalisée que dans les
conditions prévues aux articles L. 411-1, L. 411-2, L. 412-1 et L.
621-8 à L. 621-8-3 du Code monétaire et financier.
En acceptant cet octroi, vous reconnaissez que la Société vous a
transmis une version français de l’Award Summary (Résumé de
l’Octroi), l’Award Agreement (Contrat d’Octroi) et de la Signature
Card (Carte de Signature), mais que seule la version originale en
langue anglaise fait foi.
Les dispositions de l’Accord de prime s’appliquent uniquement à
l’année concernée par l’Accord de prime et ne créent en aucune
circonstance tous droits ou habilitations s’agissant des années fiscales
à venir.
FOR GERMANY EMPLOYEES ONLY
The Award(s) are offered to you by GS Inc. in accordance with the
terms of the SIP which are summarized in the Award Summary. More
information about GS Inc. is available on www.gs.com. You are being
offered the Award(s) under the SIP in order to provide an additional
incentive and to encourage employee share ownership and so increase
your interest in the Firm’s success. Please refer to the section entitled
Shares Available for Awards in the SIP for information on the
maximum number of GS Inc. shares that can be offered under the SIP.
The obligation to publish a prospectus under the Prospectus Directive
does not apply to the offer because of Article 4(1)(e) of that directive.
This document is not a prospectus within the meaning of that
directive.
- 12 -
forms part of, the Consent to Data Collection, Processing and
Transfers clause above (together with this additional information,
the “Clause”)): If you are employed in Monaco, you acknowledge
and agree that in the event of any inconsistency between this
Clause and the law in force, the law 1.165 on the protection of
personal data (or other relevant law) as amended shall prevail over
this Clause.
FOR NEW ZEALAND EMPLOYEES ONLY
GS Inc. is offering you awards under the SIP in reliance upon clause 8
of Schedule 1 of the Financial Markets Conduct Act 2013 (offers under
employee share purchase schemes) (Exclusion). In accordance with the
requirements of the Exclusion, the following information has been
made available to you:
1. GS Inc.’s most recent annual report on
http://www2.goldmansachs.com/our-firm/investors/
financials/index.html.
2.
The SIP documentation (which constitutes the current rules of the
employee share purchase scheme for the purposes of the
Exclusion) on https://hcm.web.gs.com/newaward.
3. A copy of the Award Agreement on
https://hcm.web.gs.com/newaward.
4. GS Inc.’s most recent published audited and unaudited financial
statements on http://www2.goldmansachs.com/our-firm/investors/
financials/index.html.
5. A copy of the auditor’s report on the above financial statements (if
any) at http://www2.goldmansachs.com/our-firm/investors/
financials/index.html.
You may request copies of the documents listed above free of charge
from Head of Securities Compliance – Goldman Sachs Australia Pty
Ltd.
Warning
The Award(s) constitute an offer of shares (although the Award may in
limited circumstances be settled in cash or other property). The shares
give you a stake in the ownership of GS Inc. You may receive a return
if dividends are paid.
FOR INDIA EMPLOYEES ONLY
This website does not invite offers from the public for subscription or
purchase of the securities of any body corporate under any law for the
time being in force in India. The website is not a prospectus under the
applicable laws for the time being in force in India. GS Inc. does not
intend to market, promote, invite offers for subscription or purchase
of the securities of any body corporate by this website. The
information provided on this website is for the record only. Any
person who subscribes or purchases securities of any body corporate
should consult his own investment advisors before making any
investments. GS Inc. shall not be liable or responsible for any such
investment decision made by any person.
FOR INDONESIA EMPLOYEES ONLY
By accepting the Award(s), you acknowledge that the Firm has
provided you with Bahasa Indonesia translations of the Award
Summary, Award Agreement and Signature Card, but that the original
English versions of these documents control.
Dengan menerima Putusan, Anda menyatakan bahwa Perusahaan
telah memberikan Anda terjemahan Bahasa Indonesia dari Ikhtisar
Putusan, Perjanjian Putusan dan Perjanjian dengan Tanda Tangan,
tapi versi asli dalam Bahasa Inggris dari dokumen-dokumen ini tetap
mengendalikan.
FOR ITALY EMPLOYEES ONLY
No person resident or located in Italy other than the original recipients
of this document and any other document related to the Award(s) may
rely on such documents or their content. The offer of the Award(s)
under the SIP (and the delivery of underlying Shares) is exempted
from prospectus requirements under Italian securities legislation.
Under Italian rules, Italian taxpayers must report in their annual tax
return the value of any financial instruments held abroad at year-end
(such as financial and real estate assets). Please consult your own
advisors regarding the terms and conditions of this reporting
obligation.
FOR MONACO EMPLOYEES ONLY
If you are a Monégasque national (or if otherwise applicable), by
accepting your Award(s), you expressly renounce the jurisdiction of
Monaco and notably the application of articles 3.2° and 5bis of the
Monégasque Procedural Civil Code in connection with any dispute
relating to your Award(s).
If you are a French national (or if otherwise applicable), by accepting
your Award(s), you expressly renounce the jurisdiction of France and
notably the application of articles 14 and 15 of the French Civil Code
in connection with any dispute relating to your Award(s).
Additional data protection information for Monaco employees
(which should be read in conjunction with, and
- 13 -
If GS Inc. runs into financial difficulties and is wound up, you will be
paid only after all creditors have been paid. You may lose some or all
of your investment.
Ustawy z dnia 29 lipca 2005 r. o Ofercie Publicznej nie ma
zastosowania do niniejszej oferty, ze względu na brzmienie art. 3 ust. 2
lit. (b) wskazanej powyżej dyrektywy oraz art. 3 ust. 1 powyższej
Ustawy.
New Zealand law normally requires people who offer financial
products to give information to investors before they invest. This
information is designed to help investors to make an informed
decision.
The usual rules do not apply to this offer because it is made under an
employee share purchase scheme. As a result, you may not be given
all the information usually required. You will also have fewer other
legal protections for this investment.
FOR RUSSIA EMPLOYEES ONLY
None of the information contained in the documents referred to in
paragraph 8 of this Signature Card or in this Signature Card constitutes
an advertisement of the Award(s) in Russia and must not be passed on
to third parties or otherwise be made publicly available in Russia. The
Award(s) have not been and will not be registered in Russia and are not
intended for “placement” or “public circulation” in Russia.
Ask questions, read all documents carefully, and seek independent
financial advice before committing yourself.
FOR SAUDI ARABIA EMPLOYEES ONLY
The Award(s) are offered to you on behalf of Goldman Sachs Saudi
Arabia, Commercial Registration Number 1010256672, 25th Floor,
Kingdom Tower, Post Office Box 52969, Riyadh 11573, Saudi Arabia.
The SIP documents may not be distributed in the Kingdom except to
such persons as are permitted under the Offers of Securities
Regulations issued by the Capital Market Authority. The Capital
Market Authority does not make any representation as to the accuracy
or completeness of the SIP documents, and expressly disclaims any
liability whatsoever for any loss arising from, or incurred in reliance
upon, any part of the SIP documents. Prospective purchasers of the
securities offered hereby should conduct their own due diligence on the
accuracy of the information relating to the securities. If you do not
understand the contents of the SIP documents you should consult an
authorized financial adviser.
FOR SINGAPORE EMPLOYEES ONLY
The Shares or the Award(s) may not be offered or sold, or be made the
subject of an invitation for subscription or purchase, whether directly or
indirectly, to persons in Singapore other than pursuant to, and in
accordance with the conditions of, an exemption under any provision of
Subdivision (4) of Division 1 of Part XIII of the Securities and Futures
Act, Chapter 289 of Singapore.
The shares are quoted on a stock exchange. GS Inc. intends to quote
these shares on the New York Stock Exchange (NYSE). This means
you may be able to sell them on the NYSE if there are interested
buyers. You may get less than you invested. The price will depend on
the demand for the shares.
For further information, including the form, dividend payments,
vesting, delivery, and transfer restrictions of the Award, please refer
to the information provided in the above legend.
FOR POLAND EMPLOYEES ONLY
The Award(s) are offered to you by GS Inc. in accordance with the
terms of the SIP which are summarized in the Award Summary. More
information about GS Inc. is available on www.gs.com. You are being
offered Award(s) under the SIP in order to provide an additional
incentive and to encourage employee share ownership and so increase
your interest in the Firm’s success. Please refer to the section entitled
Shares Available for Awards in the SIP for information on the
maximum number of GS Inc. shares that can be offered under the SIP.
The obligation to publish a prospectus under the 2003/71 Prospectus
Directive and Polish Act of 29 July 2005 on Public Offer does not
apply to the offer because of Article 3(2)(b) of that directive and
Article 3 sec. 1 of that act.
The Goldman Sachs Group, Inc. („GS Inc.”) przyznaje Państwu
Premię (Premie) zgodnie z warunkami Motywacyjnego Programu
Akcji Pracowniczych opisanymi w Ogólnych Warunkach Przyznania
Premii. Więcej informacji na temat GS Inc. można uzyskać na stronie
www.gs.com. Oferowana Państwu na podstawie Motywacyjnego
Programu Akcji Pracowniczych Premia ma stanowić dodatkową
motywację i rozwijać akcjonariat pracowniczy a w konsekwencji
zwiększyć Państwa zaangażowanie w sukces Firmy. Prosimy
zapoznać się z działem zatytułowanym Akcje dostępne w ramach
Premii w Motywacyjnym Programie Akcji Pracowniczych, w celu
uzyskania informacji na temat maksymalnej liczby akcji GS Inc.
oferowanych na podstawie Motywacyjnego Programu Akcji
Pracowniczych. Obowiązek publikowania prospektu wynikający z
Dyrektywy w Sprawie Prospektu Emisyjnego 2003/71 oraz
- 14 -
FOR SPAIN EMPLOYEES ONLY
Please note that the offer of an Award under the SIP does not
constitute a public offer in Spain, and therefore it is not subject to
registration with the Spanish authorities. The Award(s) are offered to
you by GS Inc. in accordance with the terms and conditions set forth
in the SIP and the Award Agreement(s). The grantees may be subject
to certain reporting obligations for the acquisition or disposal of
Shares under the SIP, the opening of cash or brokerage bank accounts
abroad and the transfer or receipt of funds. Please consult your own
advisors regarding these and other legal or tax obligations that may be
applicable.
Additional data protection information for Spain employees
(which should be read in conjunction with, and forms part of, the
Consent to Data Collection, Processing and Transfers clause
above (together with this additional information, the “Clause”)):
offering. The grant of the Award(s) should not be construed as a public
offering or a private placement and is made to you as an employee of
the Firm. You are not obligated to accept your Award(s). Your decision
to accept or reject the Award(s) is entirely up to you and will have no
impact on your employment or your career, either positive or negative.
The grant of your Award(s) does not change or supplement the terms of
your employment in any way. The plan documents do not constitute an
employee handbook or an employment contract between you and GS
Inc.
The information set forth in the plan documents is solely for
informative reasons and GS Inc. is not hereby giving you nor purports
to be giving you investment or other financial advice. GS Inc. reserves
the right to suspend, change, amend or supplement the terms of the plan
documents, in whole or in part, for any reason at any time. If you are in
doubt about the merits of the plan documents, you should contact your
financial advisor.
• Your consent as described in the Clause is obtained in
accordance with the provisions of the Spanish Data
Protection Act 15/1999.
• Capitalized and abbreviated terms used in the Clause
are defined as specified throughout this Signature Card.
• References to the Firm in the Clause should be read as
including your employer (as identified in your
employment contract), its ultimate parent company
(The Goldman Sachs Group, Inc. or “GS Inc.”), and
any of GS Inc.’s other subsidiaries and affiliates.
• The relevant data controllers for the purposes of
Spanish law are your employer and GS Inc., both
represented in respect of the Programs by Equity
Compensation at the address listed above.
FOR TURKEY EMPLOYEES ONLY
This offer is not a public offering in terms of the Turkish Capital
Markets legislation and the information provided herein cannot be
construed as a public
FOR UK EMPLOYEES ONLY
This document does not have regard to the specific investment
objectives, financial situation and particular needs of any specific
person who may receive it. Recipients should seek their own financial
advice.
The Award(s) are subject to the terms and conditions set forth in the
SIP and the Award Agreement(s). The price of shares and the income
from such shares (if any) can fluctuate and may be affected by changes
in the exchange rate for U.S. Dollars. Past performance will not
necessarily be repeated. Levels and bases of taxation may change from
time to time. Investors should consult their own tax advisors in order to
understand tax consequences. GS Inc. has (and its associates may have)
a material interest in the shares and the investments that are the subject
of this document.
Signature:
Print Name:
Date:
Employee ID #:
- 15 -
THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND RATIOS OF EARNINGS
TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
EXHIBIT 12.1
$ in millions
Net earnings
Add:
Provision for taxes
Portion of rents representative of an interest factor
Interest expense on all indebtedness
Pre-tax earnings, as adjusted
Fixed charges 1:
Portion of rents representative of an interest factor
Interest expense on all indebtedness
Total fixed charges
Year Ended December
2017
2016
2015
2014
2013
$ 4,286
$ 7,398
$ 6,083
$ 8,477
$ 8,040
6,846
91
10,181
$21,404
2,906
81
7,104
$17,489
2,695
83
5,388
$14,249
3,880
103
5,557
$18,017
3,697
108
6,668
$18,513
$
91
10,229
$10,320
$
81
7,127
$ 7,208
$
83
5,403
$ 5,486
$
103
5,569
$ 5,672
$
108
6,672
$ 6,780
Preferred stock dividend requirements
Total combined fixed charges and preferred stock dividends
1,561
$11,881
804
$ 8,012
743
$ 6,229
583
$ 6,255
458
$ 7,238
Ratio of earnings to fixed charges
2.07x
2.43x
2.60x
3.18x
2.73x
Ratio of earnings to combined fixed charges and preferred stock dividends
1.80x
2.18x
2.29x
2.88x
2.56x
1. Fixed charges include capitalized interest of $48 million for 2017, $23 million for 2016, $15 million for 2015, $12 million for 2014 and $4 million for 2013.
Significant Subsidiaries of the Registrant
EXHIBIT 21.1
The following are significant subsidiaries of The Goldman Sachs Group, Inc. as of December 31, 2017 and
the states or jurisdictions in which they are organized. Each subsidiary is indented beneath its principal
parent. The Goldman Sachs Group, Inc. owns, directly or indirectly, at least 99% of the voting securities of
substantially all of the subsidiaries included below. The names of particular subsidiaries have been omitted
because, considered in the aggregate as a single subsidiary, they would not constitute, as of the end of the year
covered by this report, a “significant subsidiary” as that term is defined in Rule 1-02(w) of Regulation S-X
under the Securities Exchange Act of 1934.
Name
The Goldman Sachs Group, Inc.
Goldman Sachs & Co. LLC
Goldman Sachs Paris Inc. et Cie
Goldman Sachs Funding LLC
Goldman Sachs Financial Markets, L.P.
Goldman, Sachs & Co. Wertpapier GMBH
Goldman Sachs (UK) L.L.C.
Goldman Sachs Group UK Limited
Goldman Sachs International Bank
Goldman Sachs International
Goldman Sachs Asset Management International
Goldman Sachs Group Holdings (U.K.) Limited
Scadbury UK Limited
ELQ Investors VIII Ltd
Titanium UK Holdco 1 Limited
Titanium Luxco 2 S.A R.L.
Rothesay Life (Cayman) Limited
Broad Street Principal Investments International, Ltd.
J. Aron & Company LLC
GSAM Holdings LLC
Goldman Sachs Asset Management, L.P.
Goldman Sachs Asset Management International Holdings L.L.C.
Goldman Sachs Asset Management Co., Ltd.
Goldman Sachs Hedge Fund Strategies LLC
GS Investment Strategies, LLC
Goldman Sachs (Asia) Corporate Holdings L.L.C.
Goldman Sachs Holdings (Asia Pacific) Limited
Goldman Sachs (Japan) Ltd.
Goldman Sachs Japan Co., Ltd.
Goldman Sachs Holdings (Hong Kong) Limited
Goldman Sachs (Asia) L.L.C.
Goldman Sachs (Hong Kong) International Investments Limited
Goldman Sachs (Asia) Finance
Goldman Sachs Holdings (Singapore) PTE. Ltd.
J. Aron & Company (Singapore) PTE.
Goldman Sachs Holdings ANZ Pty Limited
Goldman Sachs Financial Markets Pty Ltd
Goldman Sachs Australia Group Holdings Pty Ltd
Goldman Sachs Australia Capital Markets Limited
Goldman Sachs Australia Pty Ltd
GS Lending Partners Holdings LLC
Goldman Sachs Lending Partners LLC
Goldman Sachs Bank USA
Goldman Sachs Mortgage Company
GS Financial Services II, LLC
GS Funding Europe III Ltd.
GS Funding Europe
GS Funding Europe I Ltd.
GS Funding Europe II Ltd.
GS Funding Europe IV Limited
GS Funding Europe V Limited
State or Jurisdiction of
Organization of Entity
Delaware
New York
France
Delaware
Delaware
Germany
Delaware
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
Luxembourg
Cayman Islands
Cayman Islands
New York
Delaware
Delaware
Delaware
Japan
Delaware
Delaware
Delaware
Hong Kong
British Virgin Islands
Japan
Hong Kong
Delaware
Hong Kong
Mauritius
Singapore
Singapore
Australia
Australia
Australia
Australia
Australia
Delaware
Delaware
New York
New York
Delaware
United Kingdom
United Kingdom
Cayman Islands
Cayman Islands
United Kingdom
United Kingdom
Name
GSSG Holdings LLC
Goldman Sachs Specialty Lending Holdings, Inc.
Special Situations Investing Group II, LLC
Special Situations Investing Group III, Inc.
GS Asian Venture (Delaware) L.L.C.
Asia Investing Holdings Pte. Ltd.
Mercer investments (Singapore) PTE. Ltd.
MTGRP, L.L.C.
AIH Overseas Investments PTE. Ltd.
Asia Investment Holdings (Europe) S.A R.L.
Austreo Property Ventures Pty Ltd
Goldman Sachs Investments Holdings (Asia) Limited
GSFS Investments I Corp.
GS Financial Services L.P. (DEL)
GS Strategic Investments Japan LLC
JLQ LLC
Minato Capital Holdings KK
Goldman Sachs Credit Partners (Japan), Ltd.
ELQ Holdings (Del) LLC
Pascal Topco SAS
ELQ Holdings (UK) Ltd
ELQ Investors VI Ltd
ELQ Investors IX Ltd
ELQ Investors II Ltd
GS Diversified Funding LLC
Hull Trading Asia Limited
Goldman Sachs LLC
Goldman Sachs Venture LLC
MTGLQ Investors, L.P.
ELQ Investors, LTD
GS European Strategic Investment Group (2009) Ltd
GS UK Funding Limited Partnership
Broad Street Principal Investments Superholdco LLC
Broad Street Principal Investments, L.L.C.
BSPI Holdings, L.L.C.
Broad Street Investments Holding (Singapore) PTE. Ltd
Broad Street Principal Investments Holdings, L.P.
Broad Street Credit Holdings LLC
Broad Street Credit Investments LLC
GS Fund Holdings, L.L.C.
Shoelane, L.P.
Goldman Sachs Do Brasil Banco Multiplo S/A
State or Jurisdiction of
Organization of Entity
Delaware
Delaware
Delaware
Delaware
Delaware
Singapore
Singapore
Delaware
Singapore
Luxembourg
Australia
Mauritius
Delaware
Delaware
Delaware
Cayman Islands
Japan
Japan
Delaware
France
United Kingdom
United Kingdom
United Kingdom
United Kingdom
Delaware
Hong Kong
Mauritius
Mauritius
Delaware
United Kingdom
United Kingdom
United Kingdom
Delaware
Delaware
Delaware
Singapore
Delaware
Delaware
Delaware
Delaware
Delaware
Brazil
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (File No. 333-219206) and
on Form S-8 (File Nos. 333-80839, 333-42068, 333-106430 and 333-120802) of The Goldman Sachs Group, Inc. of our
report dated February 23, 2018 relating to the financial statements and the effectiveness of internal control over financial
reporting, which appears in Part II, Item 8 of this Form 10-K. We also consent to the incorporation by reference in such
Registration Statements of our report dated February 23, 2018 relating to Supplemental Financial Information — Selected
Financial Data, which appears in Exhibit 99.1 of this Form 10-K.
EXHIBIT 23.1
/s/ PRICEWATERHOUSECOOPERS LLP
New York, New York
February 23, 2018
EXHIBIT 31.1
I, Lloyd C. Blankfein, certify that:
CERTIFICATIONS
1.
I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2017 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: February 23, 2018
/s/
Lloyd C. Blankfein
Name: Lloyd C. Blankfein
Title:
Chief Executive Officer
I, R. Martin Chavez, certify that:
CERTIFICATIONS
1.
I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2017 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: February 23, 2018
/s/
R. Martin Chavez
Name: R. Martin Chavez
Title:
Chief Financial Officer
Certification
EXHIBIT 32.1
Pursuant to 18 U.S.C. § 1350, the undersigned officer of The Goldman Sachs Group, Inc. (the “Company”) hereby certifies
that the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (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.
Dated: February 23, 2018
/s/
Lloyd C. Blankfein
Name: Lloyd C. Blankfein
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 Annual Report on Form 10-K for the year ended December 31, 2017 (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.
Dated: February 23, 2018
/s/
R. Martin Chavez
Name: R. Martin Chavez
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.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON SELECTED FINANCIAL DATA
EXHIBIT 99.1
To the Board of Directors and the Shareholders of
The Goldman Sachs Group, Inc.:
We have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated statements of financial condition of The Goldman Sachs Group, Inc. and its subsidiaries (the Company) as of
December 31, 2017 and 2016, and the related consolidated statements of earnings, comprehensive income, changes in
shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2017, and the effectiveness
of the Company’s internal control over financial reporting as of December 31, 2017, and in our report dated
February 23, 2018, we expressed an unqualified opinion thereon. We have also previously audited, in accordance with the
standards of the Public Company Accounting Oversight Board (United States), the consolidated statements of financial
condition of the Company as of December 31, 2015, 2014 and 2013, and the related consolidated statements of earnings,
comprehensive income, changes in shareholders’ equity and cash flows for the years ended December 31, 2014 and 2013
(none of which are presented herein), and we expressed unqualified opinions on those consolidated financial statements. In
our opinion, the information set forth in the (i) income statement data, (ii) balance sheet data and (iii) common share data of
the Supplemental Financial Information — Selected Financial Data of The Goldman Sachs Group, Inc. and its subsidiaries for
each of the five years in the period ended December 31, 2017, appearing on page 197 in Part II, Item 8 of this Form 10-K, is
fairly stated, in all material respects, in relation to the consolidated financial statements from which it has been derived.
/s/ PRICEWATERHOUSECOOPERS LLP
New York, New York
February 23, 2018
EXHIBIT 99.2
Debt and Trust Preferred Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class
Name of Each Exchange on Which Registered
5.793% Fixed-to-Floating Rate Normal Automatic Preferred
Enhanced Capital Securities of Goldman Sachs Capital II (and
Registrant’s guarantee with respect thereto)
Floating Rate Normal Automatic Preferred Enhanced Capital
Securities of Goldman Sachs Capital III (and Registrant’s
guarantee with respect thereto)
Medium-Term Notes, Series A, Index-Linked Notes due 2037
of GS Finance Corp. (and Registrant’s guarantee with respect
thereto)
New York Stock Exchange
New York Stock Exchange
NYSE Arca
Medium-Term Notes, Series B, Index-Linked Notes due 2037
NYSE Arca
Medium-Term Notes, Series D, 7.50% Notes due 2019
New York Stock Exchange
Shareholder Information
Executive Offi ces
The Goldman Sachs Group, Inc.
200 West Street
New York, New York 10282
1-212-902-1000
www.goldmansachs.com
Common Stock
The common stock of The Goldman Sachs Group, Inc. is
listed on the New York Stock Exchange and trades under
the ticker symbol “GS.”
Shareholder Inquiries
Information about the fi rm, including all quarterly earnings
releases and fi nancial fi lings with the U.S. Securities and
Exchange Commission, can be accessed via our Web site
at www.goldmansachs.com.
Shareholder inquiries can also be directed to Investor Relations
via email at gs-investor-relations@goldmansachs.com
or by calling 1-212-902-0300.
2017 Annual Report on Form 10-K
Copies of the fi rm’s 2017 Annual Report on
Form 10-K as fi led with the U.S. Securities and Exchange
Commission can be accessed via our Web site at
www.goldmansachs.com/investor-relations.
Copies can also be obtained by
contacting Investor Relations via email at
gs-investor-relations@goldmansachs.com
or by calling 1-212-902-0300.
Transfer Agent and Registrar for Common Stock
Questions from registered shareholders of The Goldman
Sachs Group, Inc. regarding lost or stolen stock certifi cates,
dividends, changes of address and other issues related to
registered share ownership should be addressed (by regular
mail or phone) to:
Computershare
P.O. Box 505000
Louisville, KY 40233-5000
U.S. and Canada: 1-800-419-2595
International: 1-201-680-6541
www.computershare.com
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
300 Madison Avenue
New York, New York 10017
The papers used in the printing of this Annual Report are certifi ed by
the Forest Stewardship Council®, which promotes environmentally
appropriate, socially benefi cial and economically viable management
of the world’s forests. These papers contain a mix of pulp that is derived
from FSC® certifi ed well-managed forests; post-consumer recycled paper
fi bers and other controlled sources. Sandy Alexander Inc FSC® “Chain
of Custody” certifi cation is BVQI-C020268.
© 2018 Goldman Sachs
4350-17-102
goldmansachs.com