Goldman Sachs Annual Report 2022

FY2022 Annual Report · Goldman Sachs

Loading PDF…

THE GOLDMAN SACHS GROUP, INC.

Annual Report
2022

Fellow Shareholders:

In January 2020, I stood in the auditorium
of our New York headquarters at 200
West Street and kicked off our first
Investor Day. Back then, our leadership
team and I laid out a comprehensive
strategy to strengthen and grow the
firm: First, we would invest in our core
businesses. Second, we would pursue four
growth initiatives: asset management,
wealth management, transaction banking
and consumer banking. And third, we
would run the firm more efficiently. In
addition, for the first time, we set public,
firmwide financial targets to help investors
hold us accountable.

In February 2023, we took another step on our
journey when we held our second Investor Day, and
as I said then, it has certainly been an interesting
three years. Back in January 2020, nobody would
have imagined that just a few weeks later a pandemic
would break out and there would be such disruption
in the global economy. Even today, we’re operating
in an uncertain environment. The war in Ukraine has
roiled energy markets, and an increase in inflation
has triggered monetary tightening.

But through it all, we’ve stayed focused on shareholders,
and I’m proud of what we’ve accomplished. Since
our first Investor Day, our total shareholder return
is 60 percent, outperforming our peer average
meaningfully.1 Our book value per share is up by
nearly 40 percent, roughly twice that of our closest
competitor.1 Our earnings per share is up by over
40 percent. We’ve returned nearly $18 billion in
capital to common shareholders. And our average
returns over the past three years are in line with

John Waldron
President and Chief Operating Officer

David Solomon
Chairman and Chief Executive Officer

Denis Coleman
Chief Financial Officer

ANNUAL REPORT 2022LETTER TO SHAREHOLDERSour current targets of 14–16 percent return on
equity (ROE) and 15–17 percent return on tangible
equity (ROTE).2

When you look at our 2022 results specifically,
there’s no question that the operating environment
was challenging. The same business mix that did so
well in 2021 faced headwinds, such as low capital
markets issuance activity and falling equity and fixed
income asset prices. At the same time, we continued
to make strategic investments in our acquisitions and
technology that, though important to the firm’s long-
term strength, weighed on our financial performance
in the short run.

Despite those difficulties, we delivered for shareholders
in 2022. Net revenues were $47.4 billion, net
earnings were $11.3 billion and diluted earnings per
common share were $30.06. ROE was 10.2 percent
and ROTE2 was 11.0 percent. We also grew our book
value per share by 6.7 percent and continued to
make significant progress on our strategic evolution.
As a result, in a macro environment where equity
issuance hit a nearly two-decade low, we performed
better than we would have three years ago.

“Being
exceptional
is not a given,
but we always
learn and
adapt.”

David Solomon

be the world’s most exceptional financial institution,
united by our core values of partnership, client
service, integrity and excellence. Being exceptional
is not a given, but we always learn and adapt. We are
constantly focused on outperforming for our clients.

In the pages that follow, we lay out in detail the
state of our franchise as well as the progress we’ve
made in our businesses, and as you’ll see, our
strategy is a reflection of our purpose: We aspire to

And what’s most exceptional about our firm is our
people. As I travel around the world meeting with
clients, I’m often told how talented our people are.
We couldn’t have anticipated all the challenges

Financial Performance

$47.4B

$11.3B

Net revenues

Net earnings

10.2%

11.0%

ROE

ROTE2

$30.06

Diluted earnings
per common share

ANNUAL REPORT 2022

LETTER TO SHAREHOLDERS

we’d face over the past three years, and yet our
people met them all with hard work, creativity
and determination. I’m grateful to call them my
colleagues. I’m also fortunate to work with a
leadership team that is laser-focused on executing
our strategy: our president and chief operating
officer, John Waldron; our chief financial officer, Denis
Coleman; and our entire Management Committee.

The path ahead is never certain, and there will be
plenty of challenges along the way, but we head into
2023 energized, excited and determined to deliver
for shareholders.

One Goldman Sachs
At the heart of our strategy is a focus on clients.
We believe that serving our clients exceptionally
well will both strengthen our franchise and deliver
returns for our shareholders. As a result, in 2019, we
started a pilot program that we believed would help
demonstrate that commitment: One Goldman Sachs.

One Goldman Sachs is now the organizational
philosophy that underpins how we cover our clients
in an increasingly complex world. It puts clients at
the center of everything we do. It brings to bear
our intellectual capital and expertise across all our
businesses to serve our global client franchise in a
more integrated and comprehensive manner.

Today, we have partners who are responsible for
owning the entire firmwide relationship with One
Goldman Sachs clients, and as part of that, they are
responsible for building dedicated teams that bring
together the relevant experts and thought leaders
across the firm to serve the client. One Goldman Sachs
is highly accretive to multiple parts of our business
and, more importantly, it’s highly accretive to
our clients, who get the best of Goldman Sachs.
One Goldman Sachs has expanded beyond a pilot
program. We believe this ethos is applicable and
extensible to a much broader set of clients.

Strategic Reorganization
In December 2022, building off our renewed
commitment to client centricity, we reorganized
the firm into three segments: 1) Global Banking
& Markets; 2) Asset & Wealth Management;
and 3) Platform Solutions, into which we have
integrated two lines of businesses: Transaction
banking and Consumer platforms, which consists
of our consumer card partnerships and GreenSky.
We saw this as the logical next step in our strategic
journey to building a more durable firm that
generates higher returns through the cycle.

We are now reporting our results under our new
structure, and we have also announced three key
execution priorities: 1) maximizing wallet share
and growing financing activities in GBM; 2) growing
management and other fees in AWM; and 3) scaling
Platform Solutions to deliver profitability. We believe
we’re now well positioned to execute our strategy,
capitalize on our strengths and achieve our execution
priorities in all three of our segments.

Our Three Key Execution Priorities

Maximizing wallet
share and growing
financing activities
in Global Banking
& Markets

Growing management
and other fees in
Asset & Wealth
Management

Scaling Platform
Solutions to deliver
profitability

Segment Performance

Global Banking & Markets

Global Banking & Markets is an extraordinary
franchise. We’ve been #1 in global completed M&A
for 23 of the last 24 years,3 and once again this year
we were the advisor of choice. We were also #2 in
equity and equity-related underwriting as well as
in high-yield debt underwriting.

And yet, over the past three years, we’ve seen
significant growth. We’ve increased wallet share by
370 basis points.4 We’ve increased our financing
activities in FICC and Equities at a 16 percent
compound annual growth rate (CAGR) to more
than $7 billion in net revenues for 2022. And we’re
now ranked in the top 3 with 77 of the top 100
institutional clients across FICC and Equities, up
from a base of 51 at our first Investor Day.5 We had
a very good business and we’ve made it better.

In 2022, GBM generated revenues of $32.5 billion,
a 12 percent decline from 2021, as significantly
higher FICC net revenues were more than offset by
a steep decline in Investment banking fees. Advisory
net revenues, however, were $4.7 billion, the
second highest in our history.

Asset & Wealth Management

In Asset & Wealth Management, we’ve taken
several disparate businesses inside the firm and
combined them into one powerful platform. Today,
we are a top 5 global active asset manager6 and a
top 5 global alternatives manager6 with a premier
wealth management franchise. We now have more
than $2.5 trillion in assets under supervision (AUS).

We had a record year in alternatives fundraising in
2022, with $72 billion raised across our franchise.
Overall, we’ve raised nearly $180 billion since
2019, making real progress toward our revised target
of $225 billion. Of that $72 billion in alternatives,
$27 billion came through our wealth platform.
And we now have loan penetration7 with approximately
30 percent of our U.S. private wealth clients, leaving
us plenty of room for growth. Our total client assets8
in Wealth management stand at more than $1 trillion.

In 2022, our Asset & Wealth Management business
generated net revenues of $13.4 billion, a 39 percent
decline from 2021. A steep drop in the net revenues
related to Equity and Debt investments offset an
additional $1 billion of Management and other fees
and a strong increase in Private banking and lending
net revenues. Full-year Management and other fees
were $8.8 billion, putting us well on track to hit our
2024 target of more than $10 billion.

Platform Solutions

In 2022, we decided to significantly narrow our
ambitions for our consumer strategy.

Now we have a smaller set of emerging businesses.
We are working to drive them to profitability, and
we’re also considering strategic alternatives for our
Consumer platforms.

ANNUAL REPORT 2022LETTER TO SHAREHOLDERS7

Firmwide Expenses
Total operating expenses for the year were
$31.2 billion, down by 2 percent from 2021.
Compensation and benefits expenses fell by
15 percent, despite a 10 percent increase in
headcount, and were largely offset by higher
non-compensation expenses. The increase in
non-compensation expenses was primarily related
to acquisitions, transaction-based costs and
continued investments in technology. In addition,
client-related market development costs were
higher following lower levels during the pandemic.
We remain highly focused on operating efficiency.
We are actively engaged in expense mitigation
efforts as we look to appropriately calibrate the
firm for the operating environment.

Balance Sheet
Our balance sheet ended the year at $1.4 trillion,
down by $114 billion versus the third quarter and
relatively flat year over year as we focused on
actively managing our resources. Deposits ended the
year at $387 billion, up by approximately $23 billion
year over year, reflecting growth in private bank and
consumer deposits and transaction banking deposits.
At the end of the fourth quarter, our standardized
CET1 ratio was 15.0 percent, up by 80 basis
points year over year. This represents a 120-basis-
point buffer to our new capital requirement of
13.8 percent in the beginning of 2023. We returned
$6.7 billion to common shareholders, including
common stock repurchases of $3.5 billion and
common stock dividends of $3.2 billion.

Focused on the Forward
We believe our strategy positions us well to meet
our financial targets through the cycle. And, while
in tougher environments we may not hit our return
targets, our actions over the past several years have
raised the floor of our returns, while retaining the
upside in more conducive markets and lowering the
overall volatility. Across all our businesses, we are
focused on the forward.

The integration of our #1 Investment Banking
franchise9 with our leading FICC and Equities
businesses positions Global Banking & Markets
to continue delivering strong returns. Now we are
focused on capturing share, particularly in favorable
environments, while maintaining resource discipline.
The size, breadth and diversity of our mix of activities
have made revenues relatively stable over time.
Our share gains and higher financing revenues over
the past few years have further increased durability.
This is a great business, and we are performing for
clients at the highest level.

In Asset & Wealth Management, our franchise
benefits from the Goldman Sachs ecosystem that
gives clients access to a wide breadth of products
and solutions as well as our unique market insight
and expertise. We’re focused on investment
performance and client experience to drive a
more durable revenue stream from fees and Private
banking and lending. We are keeping ourselves
accountable with our new medium-term targets
on revenue growth, margin and ROE. This is the

ANNUAL REPORT 2022LETTER TO SHAREHOLDERS9

We’ve also made important changes to better
align employee incentives. All our Management
Committee members receive 100 percent of
their annual stock-based compensation in
performance-based shares that are earned based
on future results. This is intended specifically
to enhance collaboration and align our entire
leadership team with long-term shareholder value
creation. Beyond that, many of our employees
are shareholders as well. We are united in driving
shareholder value.

Our People
In addition to serving our clients and delivering
for shareholders, we’re also focused on taking care
of our people. We have a longstanding commitment
to recruiting, developing and promoting the best
talent available with the widest range of backgrounds,
experiences and perspectives. We have made
headway with our diverse representation goals
at the analyst, associate and vice president levels.
We were proud that our 2022 partner class was
the most diverse to date. That said, we still have
much work to do to build and retain a pipeline
of diverse leadership.

area where there is the most significant growth
opportunity for us, and where we are already
operating at scale.

And in Platform Solutions, though this segment
remains small in the context of the broader firm,
we see potential in these emerging platforms. We
believe these are attractive businesses that provide
stable, more recurring revenue derived from net
interest income and fees, and we offer innovative,
tech-forward products for our end customers.

Firmwide, we remain committed to delivering on
our financial targets, and we are confident in our
ability to do so, given the underlying strength of our
franchise. In the past three years, our average ROE
was 14.8 percent. This was in line with our targets
and 320 basis points higher than the peer10 average.
And, if you exclude the impact of litigation in
2020, our average ROE would have been roughly
130 basis points higher.

As we look ahead, we are committed to making
the firm more transparent and accountable
to shareholders. This is just as important to us
as our business level targets. We’ve made a
conscious effort to be open and accessible, with
enhanced disclosures, more frequent investor
conferences and regular strategic updates. We’ve
continued to lay out targets for our firm and our
businesses, and we’ve provided robust disclosure
of key performance indicators to measure
our progress.

We returned
$6.7 billion
to common
shareholders

$3.5B

common stock repurchases

$3.2B

common stock dividends

ANNUAL REPORT 2022
ANNUAL REPORT 2022

LETTER TO SHAREHOLDERS
LETTER TO SHAREHOLDERS

11
11

“The path ahead is never
certain, and there will be
plenty of challenges along
the way, but we head into
2023 energized, excited and
determined to deliver for
shareholders.”

David Solomon

Community Engagement
We’re also continuing our long tradition of investing
in our communities.

In 2023, we mark the 15th anniversary of
Goldman Sachs 10,000 Women, our ongoing
initiative to foster economic growth by providing
women entrepreneurs around the world with a
business and management education and access
to capital. The 10,000 Women in-person business
education program was launched in 2008, and in
2018, the curriculum was made available online
through Coursera, further democratizing access. In
2014, in partnership with the International Finance
Corporation (IFC), 10,000 Women launched a
first-of-its-kind global finance facility, the Women
Entrepreneurs Opportunity Facility, to enable
access to capital for more women entrepreneurs.
As of March 2023, the facility had reached more
than 164,000 women entrepreneurs, eclipsing the
100,000 target set when the initiative was launched,
and contributing to an over $4.5 billion increase in
the volume of loans on-lent by financial institutions
to women-owned businesses. Overall, Goldman
Sachs 10,000 Women has reached more than
200,000 women from over 150 countries.

Building on what we learned from 10,000 Women,
in 2009 we launched our signature entrepreneurship
initiative, Goldman Sachs 10,000 Small Businesses.
Today, the program has served more than 13,600
small businesses in all 50 states through our
education program, and it has also partnered with
select Community Development Financial Institutions
to provide loans to small businesses. In 2020, we
launched a new advocacy initiative, Goldman Sachs
10,000 Small Business Voices, to help small business
owners in the U.S. advocate for policy changes that
matter to them. In July 2022, we brought together
more than 2,500 entrepreneurs at our summit in
Washington, D.C. — the largest gathering of its
kind — to hear from top business leaders, devise
new strategies for business growth and meet
with more than 300 members of Congress to call
for policy action, specifically to modernize and
reauthorize the Small Business Administration
for the first time in more than 20 years.

In 2021, we took what we had learned from both
programs to launch our latest initiative, One Million
Black Women. In the first two years, we’ve already
seen progress and firmwide engagement. We’ve
committed more than $1 billion of investment
capital and more than $20 million in grant capital
to 116 organizations, companies and projects, which
puts us on track to directly impact the lives of more
than 184,000 Black women and girls. Some examples
include a growth equity investment in CareAcademy,
a Black woman–led upskilling company; our
Alternative Investment Management Black Equity
Opportunities fund; and our people serving as
executive coaches to Black women school principals
through our partnership with New Leaders. From
our experience, and with the guidance of our
Advisory Council, we’ve learned that what we
need most — more than good ideas — are
partners. Only by combining our efforts can we
hope to transform the economy we leave behind
for the next generation.

Sustainable Finance
Another area where we’ve long been focused is
sustainability. We have been a leading voice in
the financial services industry addressing climate
change and other critical environmental challenges
going back to 2005, when we established our
Environmental Policy Framework. In 2019, we set
a target of $750 billion in financing, advisory and
investing activity over the next 10 years across the
themes of climate transition and inclusive growth.
We have achieved approximately 55 percent of our
target in three years. By connecting our experience
as a financial institution with the insights gained
through our work with clients and partners and our
ongoing engagement with the public sector, we are
enabling capital to move toward solutions that will
help clients not only adapt but also take ownership
to drive the transition to a low-carbon economy.
At the same time, we cannot address market gaps
at scale on our own, so we continue to identify
strategic partners whose strengths and areas of
focus complement our own.

ANNUAL REPORT 2022LETTER TO SHAREHOLDERS
13

The Path Ahead

When you look at our strategy, our culture, our talent
and our track record, I think we’re incredibly well
positioned to serve our clients. We are stewards of their
trust — a trust that has been built up over a very long
period of time. Goldman Sachs has a deep history of
working with clients who have had a huge impact on
the world, and we work hard to uphold that tradition
of exceptional client service every day.

As we go forward, we are focused on the success of
our clients and our franchise so we can deliver for
shareholders. We’re working hard to raise the floor on
returns and achieve our through-the-cycle targets. Our
leadership is focused on our key priorities to make the
firm stronger and more diversified. And I believe if we
stay true to our core values, our strategy and our people,
the best days for Goldman Sachs are yet to come.

David Solomon
Chairman and Chief Executive Officer

ANNUAL REPORT 2022LETTER TO SHAREHOLDERS15

Our Purpose
We aspire to be the world’s most exceptional financial institution, united by our shared values of partnership,
client service, integrity and excellence.

Our Core Values
We distilled our Business Principles into 4 core values that inform everything we do:

Partnership Client Service Integrity Excellence

Goldman Sachs Business Principles

Our clients’ interests always
come first.
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 difficult 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.
Profitability is critical to achieving superior
returns, building our capital, and attracting and
keeping our best people. Significant 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 find 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 firm.

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 find the limits to the responsibility our
best people are able to assume. For us to
be successful, our people must reflect 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 firm
and its clients.

The dedication of our people to the firm
and the intense effort they give their jobs
are greater than one finds 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.

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 finance will not
stand still and that complacency can lead to
extinction.

We regularly receive confidential
information as part of our normal
client relationships.
To breach a confidence or to use confidential
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 firms.

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 firm and in their
personal lives.

ANNUAL REPORT 2022

LETTER TO SHAREHOLDERS

NOTES ABOUT THE LETTER TO SHAREHOLDERS

Forward-Looking Statements
This letter contains forward-looking statements, including statements about our financial targets, business initiatives, operating expense savings and
sustainability goals. You should read the cautionary notes on forward-looking statements in our Form 10-K for the period ended December 31, 2022.

Data as of December 31, 2022, compared to December 31, 2019. Total shareholder return is sourced from Bloomberg. All other data is sourced from
company filings. Peers include MS, JPM, BAC, C.

ROTE is calculated by dividing net earnings applicable to common shareholders by average monthly tangible common shareholders’ equity.
Tangible common shareholders’ equity is calculated as total shareholders’ equity less preferred stock, goodwill and identifiable intangible assets.
Management believes that ROTE is meaningful because it measures the performance of businesses consistently, whether they were acquired or
developed internally and that tangible common shareholders’ equity is meaningful because it is a measure that the firm and investors use to assess
capital adequacy. ROTE and tangible common shareholders’ equity are non-GAAP measures and may not be comparable to similar non-GAAP
measures used by other companies. The table below presents a reconciliation of average common shareholders’ equity to average tangible
common shareholders’ equity.

$ in millions

Total shareholders’ equity
Preferred Stock

Common shareholders’ equity

Goodwill
Identifiable intangible assets

Average for the Year Ended December

2022

$ 115,990
)
(10,703

105,287

(5,726
(1,583

)
)

2021

$ 101,705
(9,876

)

91,829

(4,327
(536

)
)

2020

$ 91,779
)
(11,203

80,576

(4,238
(617

)
)

Tangible common shareholders’ equity

$ 97,978

$ 86,966

$ 75,721

3
4

9
10

Source: Dealogic
Revenue wallet share 2022 vs. 2019. Data based on reported revenues for Advisory, Equity underwriting, Debt underwriting, FICC and Equities.
Total wallet includes GS, MS, JPM, BAC, C, BARC, CS, DB, UBS.
Source: Top 100 client list and rankings compiled by GS through Client Ranking/Scorecard/Feedback and/or Coalition Greenwich 1H22 Institutional
Client Analytics Global Markets ranking. Baseline comparative result not adjusted for provider changes.
Rankings as of 4Q22. Peer data compiled from publicly available company filings, earnings releases and supplements, and websites, as well as
eVestment databases and Morningstar Direct. GS total Alternatives investments of $450 billion at year end 4Q22 includes $263 billion of Alternatives
AUS and $187 billion of non-fee-earning Alternatives assets.
Loans include bank loans and mortgages; exclude margin loans. Penetration measures PWM accounts with bank loan/mortgage products
vs. total accounts.
Includes both Ultra High Net Worth and High Net Worth client assets within Private Wealth Management and Workplace and Personal Wealth.
Consists of AUS and brokerage assets.
Based on reported FY 2022 Investment Banking revenues. Peers include MS, JPM, BAC, C, BARC, CS, DB, UBS.
Sourced from company filings. Peers include MS, JPM, BAC, C.

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, 2022

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, NY
(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

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 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

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

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

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

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

Securities registered pursuant to Section 12(g) of the Act: None

Trading
Symbol

GS PrA
GS PrC

GS PrD

GS PrJ

GS PrK

Exchange
on which
registered

NYSE

NYSE
NYSE

NYSE

GS/43PE NYSE

GS/43PF NYSE

GS/31B

GS/31X

NYSE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ 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 ☒ 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. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the
Exchange Act.

Large accelerated filer ☒

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the
correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery
analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
As of June 30, 2022, the aggregate market value of the common stock of the registrant held by non-affiliates of the registrant was approximately $101.1 billion.
As of February 10, 2023, there were 335,423,289 shares of the registrant’s common stock outstanding.
Documents incorporated by reference: Portions of The Goldman Sachs Group, Inc.’s Proxy Statement for its 2023 Annual Meeting of 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.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022

INDEX

Form 10-K Item Number

Page No.

PART I

Item 1

Business

Introduction

Our Business Segments

Global Banking & Markets

Asset & Wealth Management

Platform Solutions

Business Continuity and Information Security

Human Capital Management

Sustainability

Competition

Regulation

Information about our Executive Officers

Available Information

Forward-Looking Statements

Item 1A

Risk Factors

Item 1B

Unresolved Staff Comments

Item 2

Properties

Item 3

Legal Proceedings

Item 4

Mine Safety Disclosures

PART II

Item 5

Market for Registrant's Common Equity, Related Stockholder

Matters and Issuer Purchases of Equity Securities

Item 7

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Introduction

Executive Overview

Business Environment

Critical Accounting Policies

Use of Estimates

Recent Accounting Developments

Results of Operations

Balance Sheet and Funding Sources

Capital Management and Regulatory Capital

Regulatory and Other Matters

Off-Balance Sheet Arrangements

Risk Management

Overview and Structure of Risk Management

Liquidity Risk Management

Market Risk Management

Credit Risk Management

Operational Risk Management

Model Risk Management

Other Risk Management

Item 7A

Quantitative and Qualitative Disclosures About Market Risk

101

106

115

116

117

119

Goldman Sachs 2022 Form 10-K

Page No.

Supplemental Financial Information

Common Stock Performance

Statistical Disclosures

Item 9

Changes in and Disagreements with Accountants on Accounting

and Financial Disclosure

Item 9A

Controls and Procedures

Item 9B

Other Information

Item 9C
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

PART III

Item 10

Directors, Executive Officers and Corporate Governance

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 Accountant Fees and Services

PART IV

Item 15

Exhibit and Financial Statement Schedules

SIGNATURES

228

232

233

238

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

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 Balance Sheets

Consolidated Statements of Changes in Shareholders’ Equity

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. Fair Value Measurements

Note 5. Fair Value Hierarchy

Note 6. Trading Assets and Liabilities

Note 7. Derivatives and Hedging Activities

Note 8. Investments

Note 9. Loans

Note 10. Fair Value Option

Note 11. Collateralized Agreements and Financings

Note 12. Other Assets

Note 13. Deposits

Note 14. Unsecured Borrowings

Note 15. Other Liabilities

Note 16. Securitization Activities

Note 17. Variable Interest Entities

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

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

Goldman Sachs 2022 Form 10-K

119

120

123

124

125

126

127

128

133

138

151

152

158

161

170

172

176

179

180

182

183

185

188

192

195

204

205

208

210

223

224

226

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

PART I

Item 1. Business

Introduction

The chart below presents our three business segments and
their revenue sources.

Goldman Sachs is a leading global financial institution that
delivers a broad range of financial services to a large and
diversified client base that includes corporations, financial
institutions, governments and individuals. Our purpose is to
advance
financial
opportunity. Our goal, reflected in our One Goldman Sachs
initiative, is to deliver the full range of our services and
expertise to support our clients in a more accessible,
comprehensive and efficient manner, across businesses and
product areas.

sustainable

economic

growth

and

When we use the terms “Goldman Sachs,” “we,” “us” and
“our,” we mean The Goldman Sachs Group, Inc. (Group Inc.
or parent company), a Delaware corporation, and its
consolidated subsidiaries. When we use the term “our
subsidiaries,” we mean the consolidated subsidiaries of
Group Inc. References to “this Form 10-K” are to our Annual
Report on Form 10-K for the year ended December 31, 2022.
All references to 2022, 2021 and 2020 refer to our years
ended, or the dates, as the context requires, December 31,
2020,
2022, December
respectively.

and December

2021

31,

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 (FRB). Our U.S. depository
institution subsidiary, Goldman Sachs Bank USA (GS Bank
USA), is a New York State-chartered bank.

Our Business Segments

and Commodities

Income, Currency
and
and

We manage and report our activities in three business
segments: Global Banking & Markets, Asset & Wealth
Management and Platform Solutions. Global Banking &
Markets generates revenues from investment banking fees,
including advisory, and equity and debt underwriting fees,
Fixed
(FICC)
and Equities
intermediation
as
as well
intermediation
relationship lending and acquisition financing (and related
hedges) and investing activities related to our Global Banking
& Markets activities. Asset & Wealth Management generates
revenues from management and other fees, incentive fees,
private banking and lending, equity investments and debt
investments. Platform Solutions generates revenues from
consumer platforms, and transaction banking and other
platform businesses.

activities
activities,

financing
financing

Prior to the fourth quarter of 2022, we managed and reported
our activities in the following four business segments:
Investment Banking, Global Markets, Asset Management
and Consumer & Wealth Management. Beginning with the
fourth quarter of 2022, consistent with our previously
announced organizational changes, we began managing and
reporting our activities in three new segments: Global
Banking & Markets, Asset & Wealth Management and
Platform Solutions. Our new segments reflect the following
primary changes:

• Global Banking & Markets is a new segment that includes
the results previously reported in Investment Banking and
Global Markets, and additionally includes the results from
equity and debt investments related to our Global Banking
& Markets activities, previously reported in Asset
Management.

reported

• Asset & Wealth Management is a new segment that
in Asset
previously
results
the
includes
Management
(previously
and Wealth Management
included in Consumer & Wealth Management), and
from our direct-to-
additionally includes
the results
lending,
consumer banking business, which includes
deposit-taking and investing, previously reported in
Consumer & Wealth Management, as well as the results
from middle-market
asset
management activities, previously reported in Investment
Banking.

related to our

lending

• Platform Solutions is a new segment that includes the
results from our consumer platforms, such as partnerships
offering credit cards and point-of-sale financing, previously
reported in Consumer & Wealth Management, and the
results from our transaction banking business, previously
reported in Investment Banking.

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Global Banking & Markets
Global Banking & Markets serves public and private sector
clients and we seek to develop and maintain long-term
relationships with a diverse global group of institutional
including corporations, governments, states and
clients,
municipalities. Our goal is to deliver to our institutional
clients all of our resources in a seamless fashion, with our
advisory and underwriting activities serving as the main
initial point of contact. We make markets and facilitate client
transactions in fixed income, currency, commodity and
equity products and offer market expertise on a global basis.
In addition, we make markets in, and clear client transactions
on, major stock, options and futures exchanges worldwide.
Our clients include companies that raise capital and funding
to grow and strengthen their businesses, and engage in
mergers and acquisitions, divestitures, corporate defense,
restructurings and spin-offs, as well as companies that are
professional market participants, who buy and sell financial
products and manage risk, and investment entities whose
ultimate clients include individual
investors investing for
their retirement, buying insurance or saving surplus cash.

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. In connection with
our market-making activities, we maintain (i) market-making
positions, typically for a short period of time, in response to,
or in anticipation of, client demand, and (ii) positions to
actively manage our risk exposures that arise from these
market-making activities (collectively, inventory).

We execute a high volume of transactions for our clients in
large, highly liquid markets (such as markets for U.S.
Treasury securities, stocks and certain agency mortgage pass-
through securities). We also execute transactions for our
clients in less liquid markets (such as mid-cap corporate
bonds, emerging market currencies and certain non-agency
mortgage-backed securities) for spreads and fees that are
generally somewhat larger than those charged in more liquid
markets. Additionally, we structure and execute transactions
involving customized or tailor-made products that address
our clients’ risk exposures, investment objectives or other
complex needs, as well as derivative transactions related to
client advisory and underwriting activities.

Goldman Sachs 2022 Form 10-K

Through our global sales force, we maintain relationships
with our clients, 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, including Marquee, and
operates globally where markets are open for trading.
Marquee provides
investors with market
intelligence, risk analytics, proprietary datasets and trade
execution across multiple asset classes.

institutional

Our businesses are supported by our Global Investment
Research business, which, as of December 2022, provided
fundamental research on approximately 3,000 companies
worldwide and on approximately 50 national economies, as
well as on industries, currencies and commodities.

Our activities are organized by asset class and include both
“cash” and “derivative” instruments. “Cash” refers to trading
the underlying instrument (such as a stock, bond or barrel of
oil). “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, stock or other asset 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).

Global Banking & Markets generates revenues from the
following:

Investment banking fees. We provide advisory and
underwriting services to our clients.

Investment banking fees includes the following:

• Advisory. We have been a leader for many years in
including strategic advisory
providing advisory services,
assignments with respect
to mergers and acquisitions,
divestitures, corporate defense activities, restructurings and
spin-offs.
In particular, we help clients execute large,
complex transactions for which we provide multiple
services, including cross-border structuring expertise. We
also assist our clients in managing their asset and liability
exposures and their capital.

• Underwriting. We help 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
include public
services. Our underwriting
offerings and private placements of a wide range of
securities and other financial instruments, including local
and cross-border transactions and acquisition financing.
Underwriting consists of the following:

activities

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Equity underwriting. We underwrite common stock,
preferred stock, convertible securities and exchangeable
securities. We regularly receive mandates
large,
complex transactions and have held a leading position in
worldwide public common stock offerings and worldwide
initial public offerings for many years.

for

Debt underwriting. We originate and underwrite various
types of debt instruments, including investment-grade and
including in
high-yield debt, bank and bridge loans,
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.

FICC. FICC generates revenues from intermediation and
financing activities.

• FICC intermediation. Includes client execution activities
related to making markets in both cash and derivative
instruments, as detailed below.

Interest Rate Products. Government bonds (including
inflation-linked
other
government-backed securities, and interest rate swaps,
options and other derivatives.

across maturities,

securities)

Investment-grade

high-yield
Credit Products.
corporate securities, credit derivatives, exchange-traded
funds (ETFs), bank and bridge loans, municipal securities,
distressed debt and trade claims.

and

derivatives,

Mortgages. Commercial mortgage-related securities,
loans
residential mortgage-related
securities, loans and derivatives (including U.S. government
agency-issued collateralized mortgage obligations and
other
securities and loans), and other asset-backed
securities, loans and derivatives.

Currencies. Currency options, spot/forwards and other
derivatives on G-10 currencies and emerging-market
products.

Commodities. Commodity derivatives and, to a lesser
extent, physical commodities,
involving crude oil and
petroleum products, natural gas, agricultural, base,
precious and other metals, electricity, including renewable
power, environmental products and other commodity
products.

• FICC financing. Includes secured lending to our clients
through structured credit and asset-backed lending,
including warehouse loans backed by mortgages (including
residential and commercial mortgage loans), corporate
loans and consumer loans (including auto loans and private
loans). We also provide financing to clients
student
through securities purchased under agreements to resell
(resale agreements).

Equities. Equities generates revenues from intermediation
and financing activities.

securities, options,

• Equities intermediation. We make markets in equity
including ETFs,
securities and equity-related products,
futures and over-the-
convertible
counter (OTC) derivative instruments. As a principal, we
facilitate client transactions by providing liquidity to our
clients, including by transacting in large blocks of stocks or
derivatives, requiring the commitment of our capital.

We also structure and make markets in derivatives on
indices, industry sectors, 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 ETFs, futures and options on
major exchanges worldwide.

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
electronic
through
platforms, including Marquee.

traditional

both

and

• Equities financing. Includes prime brokerage and other
equities financing activities, including securities lending,
margin lending and swaps.

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
that enables them to monitor their security portfolios and
manage risk exposures.

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

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 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.

We provide tailored wealth advisory services to clients across
the wealth spectrum. We operate globally serving individuals,
families, family offices, and foundations and endowments.
Our relationships are established directly or introduced
through companies that sponsor financial wellness programs
for their employees.

activities

We provide financing to our clients for their securities
trading
are
through margin
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.

loans

that

We execute swap transactions to provide our clients with
exposure to securities and indices.

We also provide securities-based loans to individuals.

including through
Other. We lend to corporate clients,
relationship lending and acquisition financing. The hedges
related to this lending and financing activity are also reported
as part of Other. Other also includes equity and debt
investing activities related to our Global Banking & Markets
activities.

Asset & Wealth Management
Asset & Wealth Management provides investment services to
help clients preserve and grow their financial assets and
achieve their financial goals. We provide these services to our
clients, both institutional and individuals, including investors
who primarily access our products through a network of
third-party distributors around the world.

alternative

investments. Alternative

We manage client assets across a broad range of investment
strategies and asset classes, including equity, fixed income
investments
and
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
those managed by third-party managers. We offer our
including
investment solutions in a variety of structures,
separately managed accounts, mutual
funds, private
partnerships and other commingled vehicles.

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.

Goldman Sachs 2022 Form 10-K

trust and estate structuring,

We offer personalized financial planning to individuals
inclusive of income and liability management, compensation
tax
and benefits analysis,
optimization, philanthropic giving, and asset protection. We
also provide customized investment advisory solutions, and
offer structuring and execution capabilities in securities and
derivative products across all major global markets. We
leverage a broad, open-architecture investment platform and
our global execution capabilities to help clients achieve their
investment goals. In addition, we offer clients a full range of
including a variety of deposit
private banking services,
alternatives and loans
that our clients use to finance
investments in both financial and nonfinancial assets, bridge
cash flow timing gaps or provide liquidity and flexibility for
other needs.

In addition to managing client assets, we invest in alternative
investments across a range of asset classes that seek to deliver
investing
long-term accretive risk-adjusted returns. Our
include
longer-term,
typically
activities, which
investments in corporate equity, credit, real estate and
infrastructure assets.

are

We also raise deposits and have issued unsecured loans to
consumers through Marcus by Goldman Sachs (Marcus). We
have started a process to cease offering new loans through
Marcus.

Asset & Wealth Management generates revenues from the
following:

investing

and wealth advisory

• Management and other fees. We receive fees related to
managing assets for institutional and individual clients,
solutions,
providing
providing financial planning and counseling services via
Ayco Personal Financial Management, and executing
brokerage transactions for wealth management clients. The
fees that we charge vary by asset class, client channel and
services provided, and are affected by
the types of
investment performance, as well as asset
inflows and
redemptions.

• Incentive fees. In certain circumstances, we also receive
incentive fees based on a percentage of a fund’s or a
separately managed account's return, or when the return
exceeds a specified benchmark or other performance
targets. Such fees include overrides, which consist of the
increased share of the income and gains derived primarily
from our private equity and credit funds when the return
on a fund’s investments over the life of the fund exceeds
certain threshold returns.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

• Private banking and lending. Our private banking and
lending activities include issuing loans to our wealth
management clients. Such loans are generally secured by
commercial and residential real estate, securities and other
assets. We also accept deposits (including savings and time
including
from wealth management clients,
deposits)
through Marcus, in GS Bank USA and Goldman Sachs
International Bank (GSIB). We have also issued unsecured
loans to consumers through Marcus and have started a
process to cease offering new loans. Additionally, we
provide investing services through Marcus Invest to U.S.
customers. Private banking and lending revenues include
net interest income allocated to deposits and net interest
income earned on loans to individual clients.

• Equity investments. Includes investing activities related
to our asset management activities primarily related to
public and private equity investments in corporate, real
estate and infrastructure assets. We also make investments
through consolidated investment entities, substantially all
of which are engaged in real estate investment activities.

• Debt investments. Includes lending activities related to
including investing in
our asset management activities,
corporate debt,
lending to middle-market clients, and
providing financing for real estate and other assets. These
activities include investments in mezzanine debt, senior
debt and distressed debt securities.

Platform Solutions
Platform Solutions includes our consumer platforms, such as
partnerships offering credit cards and point-of-sale financing,
and transaction banking and other platform businesses.

Platform Solutions generates revenues from the following:

Consumer platforms. Our Consumer platforms business
issues credit cards and provides point-of-sale financing to
consumers to finance the purchases of goods or services.
Consumer platforms revenues primarily includes net interest
income earned on credit card lending and point-of-sale
financing activities.

Transaction banking and other. We provide transaction
banking and other services,
including cash management
services, such as deposit-taking and payment solutions for
corporate and institutional clients. Transaction banking
revenues include net interest income attributed to transaction
banking deposits.

Business Continuity and Information Security

and

coronavirus

the work-from-home

Business continuity and information security,
including
cybersecurity, are high priorities for us. Their importance has
(COVID-19)
been highlighted by (i)
the
arrangements
pandemic
implemented by companies worldwide in response, including
us, (ii) numerous highly publicized events in recent years,
including
institutions,
financial
large consumer-based companies,
governmental agencies,
software and information technology service providers and
other organizations, some of which have resulted in the
unauthorized access to or disclosure of personal information
and other sensitive or confidential information, the theft and
destruction of corporate information and requests for ransom
payments, and (iii) extreme weather events.

against

attacks

cyber

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 of our 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.

technology

resilience,

business

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Human Capital Management

Our people are our greatest asset. We believe that a major
strength and principal reason for our success is the quality,
dedication, determination and collaboration of our people,
which enables us to serve our clients, generate long-term
value for our shareholders and contribute to the broader
community. We invest heavily in developing and supporting
our people throughout
their careers, and we strive to
maintain a work environment that fosters professionalism,
excellence, high standards of business ethics, diversity,
teamwork and cooperation among our employees worldwide.

Diversity and Inclusion
The strength of our culture, our ability to execute our
strategy, and our relationships with clients all depend on a
diverse workforce and an inclusive work environment that
encourages a wide range of perspectives. We believe that
diversity at all levels of our organization, from entry-level
analysts to senior management, as well as the Board of
Directors of Group Inc.
to our
sustainability. As of December 2022, approximately 57% of
our Board was diverse by race, gender or sexual orientation.
Our management
team works closely with our Global
Inclusion and Diversity Committee to continue to increase
diversity of our global workforce at all levels. In addition, we
have Inclusion and Diversity Committees across regions,
that values different
which promote an environment
perspectives, challenges conventional thinking and maximizes
the potential of all our people.

essential

(Board)

race,

gender

identity,

ethnicity,

imperative,

We believe that increased diversity, including diversity of
sexual
experience,
orientation, disability and veteran status, in addition to being
a social
to our commercial success
through the creativity that it fosters. For this reason, we have
established a comprehensive action plan with aspirational
diversity hiring and representation goals which are set forth
below and are
an inclusive
environment for all our colleagues.

focused on cultivating

is vital

their career

Diverse leadership is crucial to our long-term success and to
driving innovation, and we have implemented and expanded
outreach and career advancement programs for rising diverse
executive talent. For example, we are focused on providing
diverse vice presidents the necessary coaching, sponsorship
trajectories and
and advocacy to support
strengthen their leadership platforms,
including through
programs, such as our Vice President Sponsorship Initiative
focused on high-performing women, Black, Hispanic/Latinx,
Asian and LGBTQ+ vice presidents across the globe. Many
other career development initiatives are aimed at fostering
diverse talent at the analyst and associate level, including the
Black Analyst and Associate Initiative, the Hispanic/Latinx
Analyst
Initiative and the Women’s Career Strategies
Initiative. Our global and regional Inclusion Networks and
Interest Forums are open to all professionals at Goldman
Sachs to promote and advance connectivity, understanding,
inclusion and diversity.

Goldman Sachs 2022 Form 10-K

Progress Toward Aspirational Goals. Reflecting our
efforts to increase diversity, the composition of our most
recent partnership class was 29% women professionals, 24%
Asian professionals, 9% Black professionals, 3% Hispanic/
Latinx professionals, 3% LGBTQ+ professionals and 3%
professionals who are military/veterans. The composition of
our most recent managing director class was 30% women
5% Black
professionals,
professionals,
3%
LGBTQ+ professionals and 3% professionals who are
military/veterans.

28% Asian
5% Hispanic/Latinx

professionals,

We have also set forth the following aspirational goals:

70% of our

annual hiring)

• We aim for analyst and associate hiring (which accounts
for over
to achieve
representation of 50% women professionals, 11% Black
professionals and 14% Hispanic/Latinx professionals in the
Americas, and 9% Black professionals in the U.K. In 2022,
our analyst and associate hires included 44% women
professionals, 10% Black professionals and 13% Hispanic/
Latinx professionals in the Americas, and 17% Black
professionals in the U.K.

• We aim for women professionals to represent 40% of our
vice presidents globally by 2025 and 30% of senior talent
(vice presidents and above) in the U.K. by 2023, while also
endeavoring for women employees to comprise 50% of all
of our employees globally over time. As of December 2022,
women professionals represented 33% of our vice president
population globally and 31% of
(vice
presidents and above) in the U.K., and women employees
represented 41% of all of our employees globally.

senior

talent

• We aim for Black professionals to represent 7% of our vice
president population in the Americas and in the U.K., and
for Hispanic/Latinx professionals to represent 9% of our
vice president population in the Americas, both by 2025. As
of December 2022, Black professionals represented 4% of
our vice president population in the Americas and 5% in
the U.K., and Hispanic/Latinx professionals represented
6% of our vice president population in the Americas.

• We aim to double the number of campus hires in the U.S.
recruited from Historically Black Colleges and Universities
(HBCUs) by 2025 relative to 2020.

The metrics above are based on self-identification.

Talent Development and Retention
We seek to help our people achieve their full potential by
investing in them and supporting a culture of continuous
individual
development. Our goals are
capabilities,
and
innovation,
expand professional
opportunities, and help our people contribute positively to
their communities.

commercial
culture,

reinforce our

to maximize

effectiveness

increase

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Instilling our culture in all employees is a continuous process,
in which training plays an important part. We offer our
employees
in ongoing
the opportunity to participate
educational offerings and periodic seminars facilitated by our
Learning & Engagement team. To accelerate their integration
into the firm and our culture, new hires have the opportunity
to receive training before they start working and orientation
programs with an emphasis on culture and networking, and
nearly all employees participate in at least one training event
each year. For our more senior employees, we provide
guidance and training on how to manage people and projects
effectively, exhibit strong leadership and exemplify our
culture. We are also focused on developing a high
performing, diverse leadership pipeline and career planning
for our next generation of leaders. We maintain a variety of
programs aimed at employees’ professional growth and
including initiatives, such as our
leadership development,
Leadership
President
Vice
Acceleration Initiatives and Partner Development Initiative.

and Managing Director

Enhancing our people’s experience of internal mobility is a
key focus, as we believe that this will inspire employees, help
retain top talent and create diverse experiences to build
future leaders.

instilling our culture is our
Another important part of
review process. Employees are
employee performance
reviewed by supervisors, co-workers and employees whom
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,
protecting our reputation, adherence to our code of conduct,
compliance, and diversity and inclusion principles. Our
approach to evaluating employee performance centers on
timely and actionable feedback that
providing robust,
facilitates professional development. We have directed our
managers, as leaders at the firm, to take an active coaching
role with their teams. We have also implemented “The Three
Conversations at GS” through which managers establish
goals with their team members at the start of the year, check
in mid-year on progress and then close out the year with a
conversation on performance against goals.

through completing local

We believe that our people value opportunities to contribute
to their communities and that these opportunities enhance
their job satisfaction. We also believe that being able to
volunteer together with colleagues and support community
service projects
organizations
strengthens our people’s bond with us. Community
TeamWorks, our signature volunteering initiative, enables
our people
team-based
volunteer opportunities, including projects coordinated with
hundreds of nonprofit partner organizations worldwide.
During 2022, our people volunteered approximately 86,000
hours of service globally through Community TeamWorks,
with approximately 17,000 employees partnering with
approximately 500 nonprofit organizations on approximately
1,200 community projects.

in high-impact,

to participate

Wellness
We recognize that for our people to be successful in the
workplace they need support in their personal, as well as
their professional, lives. We have created a strong support
framework for wellness, which is
intended to enable
employees to better balance their roles at work and their
responsibilities at home. We provide a number of policies for
our employees that support taking time away from the office
when needed, including 20 weeks of parental leave, family
care leave and bereavement leave. In 2022, we also enhanced
our vacation policies for our employees, allowing managing
directors to take time off, when needed, without a fixed
vacation day entitlement and adding a minimum of two
additional vacation days for all other employees, as well as
setting a minimum annual expected vacation usage of 15
days. For longer-tenured employees, we offer an unpaid
sabbatical leave. We also continue to advance our resilience
programs, offering our people a range of counseling,
coaching, medical advisory and personal wellness services.
We increased the availability of these resources during the
COVID-19 pandemic,
and
strengthen virtual offerings to enhance access to support,
with the aim of maintaining the physical and mental well-
being of our people, and enhancing their effectiveness and
productivity.

and continued to evolve

to support

the financial wellness of our
In addition,
employees, we offer a variety of resources that help them
manage their personal financial health and decision-making,
including financial education information sessions, live and
on-demand webinars, articles and interactive digital tools.

Global Reach and Strategic Locations
As a firm with a global client base, we take a strategic
approach to attracting, developing and managing a global
workforce. Our clients are located worldwide and we are an
active participant in financial markets around the world. As
of December 2022, we had headcount of 48,500, offices in
over 35 countries and 52% of our headcount was based in the
Americas, 19% in EMEA and 29% in Asia. Our employees
come from over 180 countries and speak more than 150
languages as of December 2022.

In addition to maintaining offices in major financial centers
around the world, we have established key strategic
locations, including in Bengaluru, Salt Lake City, Dallas,
Singapore, Warsaw and Hyderabad. We continue to evaluate
the expanded use of strategic locations, including cities in
which we do not currently have a presence.

As of December 2022, 41% of our employees were working
in strategic locations. We believe our investment in these
strategic locations enables us to build centers of excellence
around specific capabilities
support our business
initiatives.

that

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Sustainability

We have a long-standing commitment to sustainability. Our
two priorities in this area are helping clients across industries
decarbonize their businesses to support their transition to a
low-carbon economy (Climate Transition) and to advance
solutions that expand access, increase affordability, and drive
outcomes to support sustainable economic growth (Inclusive
Growth). Our strategy is to advance these two priorities
through our work with our clients, and with strategic
partners whose strengths and areas of focus complement our
own, as well as through our supply chain.

firm,

across our

We have established a Sustainable Finance Group, which
serves as the centralized group that drives climate strategy
including
and sustainability
efforts
commercial efforts alongside our businesses,
to advance
Climate Transition and Inclusive Growth. We have also
created the role of Global Head of Sustainability and
Inclusive Growth, which,
like our One Goldman Sachs
initiative, is intended to facilitate the application of our full
capabilities across both Climate Transition and Inclusive
Growth. Our sustainable finance-related efforts continue to
evolve. For example, we recently launched the Sustainable
Banking Group, a group focused on supporting our corporate
clients in reducing their direct and indirect carbon emissions.

the Board in its oversight of our

Our activities relating to sustainability present both financial
and nonfinancial risks, and we have processes for managing
these risks, similar to the other risks we face. We have
integrated oversight of climate-related risks into our risk
management governance structure, from senior management
to our Board and its committees, including the Risk and
Public Responsibilities committees. The Risk Committee of
the Board oversees firmwide financial and nonfinancial risks,
which include climate risk, and, as part of its oversight,
receives updates on our risk management approach to climate
risk. The Public Responsibilities Committee of the Board
assists
firmwide
sustainability strategy and sustainability risks affecting us,
including with respect to climate change. As part of its
oversight, the Public Responsibilities Committee receives
periodic updates on our sustainability strategy, and also
periodically reviews our governance and related policies and
processes for sustainability and climate change-related risks.
We have also implemented an Environmental Policy
Framework to guide our overall approach to sustainability
this Framework when evaluating
issues. We
transactions for environmental and social risks and impacts.
training with respect
Our
to
environmental and social risks,
including for sectors and
industries that we believe have higher potential for these
risks. See “Management’s Discussion and Analysis of
Financial Condition and Results of Operations — Risk
Management — Other Risk Management — Climate Risk
Management” in Part II, Item 7 of this Form 10-K for further
information about our climate risk management.

employees also receive

apply

Goldman Sachs 2022 Form 10-K

As a leading financial
institution, we acknowledge the
importance of Climate Transition and Inclusive Growth for
our business. In February 2021, we issued our inaugural
sustainability bond of $800 million, and in June 2022 we
issued our second benchmark sustainability bond of $700
million. These issuances align with our sustainable finance
framework for future issuances and fund a range of on-
balance sheet sustainable finance activity. We believe we can
advance sustainability by partnering with our clients across
our businesses, including by developing new sustainability-
linked financing solutions, offering strategic advice, or
coinvesting alongside our clients in clean energy companies.
We have announced a target to deploy $750 billion in
sustainable financing, investing and advisory activity by the
beginning of 2030. As of December 2022, we achieved
approximately 55% of that goal, with the majority dedicated
to Climate Transition.

With respect to Climate Transition, we have announced our
commitment to align our financing activities with a net-zero-
by-2050 pathway. In that context, we have set an initial set of
targets for 2030 focused on three sectors — power, oil and
gas, and auto manufacturing — where we see an opportunity
to proactively engage our clients and investors, deploy capital
required for transition, and invest
in new commercial
solutions to drive decarbonization in the real economy.
Carbon neutrality is also a priority for the operation of our
firm and our supply chain. In 2015, we achieved carbon
neutrality in our operations and business travel, ahead of our
2020 goal announced in 2009. We have expanded our
operational carbon commitment to include our supply chain,
targeting net-zero carbon emissions by 2030.

In addition to Climate Transition, our approach to
sustainability also centers on Inclusive Growth where we seek
to drive solutions that expand access, increase affordability,
and drive outcomes to advance sustainable economic growth.
We have sponsored initiatives, such as One Million Black
Women, Launch With GS, the Urban Investment Group,
10,000 Women and 10,000 Small Businesses. An overarching
theme of our sustainability strategy is promoting diversity
and inclusion as an imperative for us, as well as for our
clients
further
strengthened by
that we have
strategic partnerships
established in areas where we have identified gaps or believe
we are able
through
collaboration. We believe our ability to achieve our
sustainability objectives
is critically dependent on the
strengths and talents of our people, and we recognize that our
people are able to maximize their impact by collaborating in
a diverse and inclusive work environment. See “Business —
Human Capital Management” for information about our
human capital management goals, programs and policies.

and their boards. These

even greater

to drive

impact

efforts

are

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Competition
The financial services industry and all of our businesses are
intensely competitive, and we expect them to remain so. Our
competitors provide investment banking, market-making and
asset management services, private banking and lending,
lending, point-of-sale financing, credit cards,
commercial
transaction banking, deposit-taking and other banking
products and services, and make investments in securities,
commodities, derivatives,
loans and other
financial assets. Our competitors include brokers and dealers,
investment banking firms, commercial banks, credit card
issuers,
investment advisers, mutual
funds, hedge funds, private equity funds, merchant banks,
consumer finance companies and financial technology and
other internet-based companies. Some of our competitors
operate globally and others regionally, and we compete based
including transaction execution,
on a number of factors,
client
innovation,
reputation and price.

experience, products

insurance companies,

and services,

real estate,

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
clients seek such commitments (such as agreements to
participate in their loan facilities) from financial services
firms in connection with investment banking and other
assignments.

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
capitalize on 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.

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,
market-making, consumer, wealth management and asset
management businesses. For example, the increasing volume
of trades executed electronically, 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 those 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. The increasing prevalence of
passive investment strategies that typically have lower fees
than other strategies we offer has affected the competitive
and pricing dynamics for our asset management products and
services. 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 rely more heavily on
electronic trading and execution. We and other banks also
compete for deposits on the basis of the rates we offer.
Increases in short-term interest rates have resulted in and are
expected to continue to result in more intense competition in
deposit pricing.

We also compete on the basis of the types of financial
products and client experiences that we and our competitors
offer. In some circumstances, our competitors may offer
financial products that we do not offer and that our clients
may prefer,
including cryptocurrencies and other digital
assets that we cannot or may choose not to provide. Our
competitors may also develop technology platforms that
provide a better client experience.

that

(Dodd-Frank Act),

limitations on activities,

The provisions of the U.S. Dodd-Frank Wall Street Reform
and Consumer Protection Act
the
requirements promulgated by the Basel Committee on
Banking Supervision (Basel Committee) and other financial
regulations could affect our competitive position to the
extent
increased fees and
compliance costs or other regulatory requirements do not
apply, or do not apply equally, to all of our competitors or
are not implemented uniformly across 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.

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

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 regulatory developments on our
competitive position has depended and will continue to
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 evolving 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 has depended and will continue to 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
institutions.
the compensation practices of large financial
Our pay practices and those of certain of our competitors are
subject to review by, and the standards of, the FRB and other
regulators
including the
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
subject
“Regulation —
Compensation Practices” and “Risk Factors — Competition
— Our businesses would 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 such
regulation.

inside and outside the U.S.,

to regulatory oversight.

See

Regulation

subject

to extensive

As a participant in the global financial services industry, we
are
regulation and supervision
worldwide. The regulatory regimes applicable to our
operations have been, and continue to be, subject
to
significant changes.

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
to supervision and
examination by the FRB, which is our primary regulator.

subject

Under the system of “functional regulation” established
under the GLB 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. Such
“functionally regulated” subsidiaries include broker-dealers
and security-based swap dealers registered with the SEC,
such as our principal U.S. broker-dealer, entities registered
with or regulated by the CFTC with respect to futures-related
and swaps-related activities
advisers
registered with the SEC with respect to their investment
advisory activities.

and investment

Our principal subsidiaries operating in the U.S. include GS
Bank USA, Goldman Sachs & Co., LLC (GS&Co.), J. Aron
& Company LLC (J. Aron) and Goldman Sachs Asset
Management, L.P.

GS Bank USA is our principal U.S. bank subsidiary and is
supervised and regulated by the FRB, the FDIC, the New
York State Department of Financial Services (NYDFS) and
the Consumer Financial Protection Bureau (CFPB). GS Bank
USA also has a London branch, which is regulated by the
FCA and PRA, and a Tokyo branch, which is regulated by
the Japan Financial Services Agency. We conduct a number
of our activities partially or entirely through GS Bank USA
and its subsidiaries,
including: corporate loans (including
leveraged lending); securities-based and collateralized loans;
consumer loans (including installment loans, such as point-
of-sale loans, and credit card loans); small business loans
(including installment,
lines of credit and credit cards);
residential mortgages; transaction banking; deposit-taking;
interest rate, credit, currency and other derivatives; and
agency lending.

New regulations have been adopted or are being considered
by regulators and policy makers worldwide, as described
below. The impacts of any changes to the regulations
affecting our businesses, including as a result of the proposals
described below, are uncertain and will not be known until
such changes are finalized and market practices and
structures develop under the revised regulations.

GS&Co. is our principal U.S. broker-dealer and is registered
as a broker-dealer, a securities-based swap 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, have adopted rules that apply to, and
examine, broker-dealers such as GS&Co.

Our principal subsidiaries operating in Europe include:
Goldman Sachs International (GSI), GSIB and Goldman
Sachs Asset Management International (GSAMI); Goldman
Sachs Bank Europe SE (GSBE); and Goldman Sachs Paris Inc.
et Cie (GSPIC).

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

laws,

Our E.U. subsidiaries are subject to various E.U. regulations,
including those implementing
as well as national
European directives. GSBE is directly supervised by the
European Central Bank (ECB) and additionally by BaFin and
Deutsche Bundesbank in the context of the E.U. Single
Supervisory Mechanism (SSM). GSBE’s London branch is
regulated by the FCA. GSBE engages in certain activities
primarily in the E.U., including underwriting and market
making in debt and equity securities and derivatives,
investment, asset and wealth management services, deposit-
taking, lending (including securities lending), and financial
advisory services. GSBE is also a primary dealer
for
government bonds issued by E.U. sovereigns. As a foreign
bank subsidiary of GS Bank USA, GSBE is subject to limits
on the nature and scope of its activities under the FRB’s
Regulation K,
including limits on its underwriting and
market making in equity securities based on GSBE’s and/or
GS Bank USA’s capital.

firm regulated by the French
GSPIC is an investment
Prudential Supervision and Resolution Authority (ACPR)
and the French Financial Markets Authority. GSPIC’s
activities include certain activities that GSBE is prevented
from undertaking. GSPIC's application to ACPR in October
2021 to become a credit institution remains pending.

GSI is a U.K. broker-dealer and a designated investment firm,
and GSIB is a U.K. bank. Both GSI and GSIB are regulated by
the PRA and the FCA. As an investment firm, GSI is subject
to prudential requirements applicable to banks, including
capital and liquidity requirements. GSI provides broker-
dealer services in and from the U.K. and is registered with the
CFTC as a swap dealer and with the SEC as a securities-
based swap dealer. GSIB engages in lending (including
securities lending) and deposit-taking activities and is a
primary dealer for U.K. government bonds. GSI and GSIB
maintain branches outside of the U.K. and are subject to the
laws and regulations of the jurisdictions where they are
located.

Our principal subsidiary operating in Asia is Goldman Sachs
Japan Co., Ltd. (GSJCL). GSJCL is our regulated Japanese
broker-dealer
regulated by Japan’s
Financial Services Agency, the Tokyo Stock Exchange, the
Bank of Japan and the Ministry of Finance, among others.

subsidiary and is

Banking Supervision and Regulation
The Basel Committee is the primary global standard setter
for prudential bank regulation. However,
the Basel
standards do not become effective in a
Committee’s
jurisdiction until the relevant regulators have adopted rules
its standards. The implications of Basel
to implement
Committee
for our
businesses depend to a large extent on their implementation
by the relevant regulators globally, and the market practices
and structures that develop.

standards and related regulations

Capital and Liquidity Requirements. We and GS Bank
USA are subject to regulatory risk-based capital and leverage
requirements that are calculated in accordance with the
regulations of the FRB (Capital Framework). The Capital
Framework is largely based on the Basel Committee’s
framework for strengthening the regulation, supervision and
risk management of banks (Basel III) and also implements
certain provisions of the Dodd-Frank Act. Under the U.S.
federal bank regulatory agencies’ tailoring framework, we
and GS Bank USA are subject to “Category I” standards
because we have been designated as a global systemically
important bank (G-SIB). Accordingly, we and GS Bank USA
are “Advanced approach” banking organizations. Under the
Capital Framework, we and GS Bank USA must meet specific
regulatory capital requirements that
involve quantitative
measures of assets, liabilities and certain off-balance sheet
items. The sufficiency of our capital levels is also subject to
qualitative judgments by regulators. We and GS Bank USA
are also subject to liquidity requirements established by the
U.S. federal bank regulatory agencies.

risk,

subject

GSBE is
to capital and liquidity requirements
prescribed in the E.U. Capital Requirements Regulation, as
amended (CRR), and the E.U. Capital Requirements
Directive, as amended (CRD), which are largely based on
Basel III. The most recent amendments to the CRR and CRD
(respectively, CRR II and CRD V) include changes to the
liquidity, market
large
exposures and leverage ratio frameworks. These changes
have been applicable in the E.U. since June 2021. From June
2022, the CRR requires large institutions with securities
traded on a regulated market of a member state to make
qualitative
to
environmental, social and governance risks on an annual
basis. Under an E.U. proposal, these requirements would
apply to our E.U.-regulated entities beginning in January
2025.

counterparty credit

quantitative

disclosures

relating

risk,

and

GSI and GSIB are subject to the U.K. capital and liquidity
frameworks, which are also largely based on Basel III and are
predominantly aligned with the E.U. capital and liquidity
frameworks. The most recent amendments to the U.K.
frameworks include changes to the liquidity, counterparty
credit risk, large exposures and leverage ratio frameworks.
The changes have been applicable in the U.K. since January
2022.

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

capital

distributions

requirements and additional

Risk-Based Capital Ratios. As Advanced approach
banking organizations, we and GS Bank USA calculate risk-
based capital ratios in accordance with both the Standardized
and Advanced Capital Rules. Both the Advanced Capital
Rules and the Standardized Capital Rules include minimum
capital
risk-based capital
conservation buffer requirements that must be satisfied solely
with Common Equity Tier 1 (CET1) capital. Failure to
satisfy a buffer requirement in full would result in constraints
executive
and
on
compensation. The severity of the constraints would depend
on the amount of
the shortfall and the organization’s
“eligible retained income,” defined as the greater of (i) net
income for the four preceding quarters, net of distributions
and associated tax effects not reflected in net income; and (ii)
the average of net income over the preceding four quarters.
For Group Inc., the capital conservation buffer requirements
consist of a 2.5% buffer (under the Advanced Capital Rules),
a stress capital buffer (SCB) (under the Standardized Capital
Rules), and both a countercyclical buffer and the G-SIB
surcharge (under both Capital Rules). For GS Bank USA, the
capital conservation buffer requirements consist of a 2.5%
buffer and the countercyclical capital buffer.

discretionary

The SCB is based on the results of the Federal Reserve’s
supervisory stress tests and our planned common stock
dividends and is likely to change over time based on the
results of the annual supervisory stress tests. See “Stress Tests
and Capital Planning” below. The countercyclical capital
buffer is designed to counteract systemic vulnerabilities and
currently applies only to banking organizations subject to
Category I, II or III standards, including us and GS Bank
USA. Several other national
supervisors also require
countercyclical capital buffers. The G-SIB surcharge and
countercyclical capital buffer applicable to us may change in
the future, including due to additional guidance from our
regulators and/or positional changes. As a result,
the
minimum capital ratios to which we are subject are likely to
change over time.

The U.S. federal bank regulatory agencies have a rule that
implements the Basel Committee’s standardized approach for
measuring counterparty credit risk exposures in connection
with derivative
rule,
“Advanced approach” banking organizations are required to
use SA-CCR for calculating their standardized risk-weighted
assets (RWAs) and, with some adjustments, for purposes of
determining their
(SLRs)
discussed below.

supplementary leverage ratios

(SA-CCR). Under

contracts

the

and Results

The capital requirements applicable to GSBE, GSI and GSIB
include both minimum requirements and buffers. See
“Management’s Discussion and Analysis of Financial
Condition
of Operations — 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
this Form 10-K for
Item 8 of
information about our capital ratios and those of GS Bank
USA, GSBE, GSI and GSIB.

II,

include guidelines
ratio requirements

for
The Basel Committee standards
calculating incremental
for
capital
banking institutions that are systemically significant from a
domestic but not global perspective (D-SIBs). Depending on
how these guidelines are implemented by national regulators,
they may apply, among others, to certain subsidiaries of G-
SIBs. These guidelines are in addition to the framework for
G-SIBs, but are more principles-based. The U.S. federal bank
regulatory agencies have not designated any D-SIBs. The
CRD and CRR provide that institutions that are systemically
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, according to their
degree of systemic importance (O-SII buffers). BaFin has
identified GSBE as an O-SII in Germany and set an O-SII
buffer.

In the U.K., the PRA has identified Goldman Sachs Group
UK Limited (GSG UK), the parent company of GSI and GSIB,
as an O-SII but has not applied an O-SII buffer.

finalized revisions

to the
The Basel Committee has
framework for calculating capital requirements for market
risk as part of its Fundamental Review of the Trading Book
(FRTB). These revisions are expected to increase market risk
capital requirements for most banking organizations and
large broker-dealers subject to bank capital requirements.
The revised framework, among other things, revises the
standardized and internal model-based approaches used to
calculate market risk requirements and clarifies the scope of
positions subject to market risk capital requirements. The
Basel Committee framework contemplates that national
regulators will have implemented the revised framework by
January 1, 2023. The U.S. federal bank regulatory agencies
have not yet proposed rules implementing the revised
framework. Under the CRR, E.U.
institutions,
including GSBE, commenced reporting their market risk
calculations under the revised framework in the third quarter
of 2021. In November 2022, the PRA issued a consultation
paper to implement this framework.

financial

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

The Basel Committee published standards that it described as
the finalization of the Basel III post-crisis regulatory reforms
(Basel III Revisions). These standards set a floor on internally
modeled capital requirements at a percentage of the capital
requirements under the standardized approach. They also
revise the Basel Committee’s standardized and internal
model-based approaches for credit risk, provide a new
standardized approach for operational risk capital and revise
the frameworks for credit valuation adjustment (CVA) risk.
The Basel Committee framework contemplates that national
regulators will have implemented these standards and that
the new floor will be phased in through January 1, 2028. The
U.S.
federal bank regulatory authorities have not yet
proposed rules implementing the Basel III Revisions for
purposes of their risk-based capital ratios. The European
Commission proposed rules to implement
III
Revisions in October 2021 and in November 2022, the
the E.U. adopted its general approach on
Council of
implementing the Basel III revisions. The proposed E.U. rules
contemplate amendments to the CRR and the CRD, referred
to as CRR III and CRD VI, generally taking effect in January
2025. In November 2022, the PRA issued a consultation on
the implementation of
III Revisions, with a
the Basel
proposed January 2025 effective date. Under the PRA
consultation, our U.K. subsidiaries are not expected to be
subject to a floor on internally modeled capital requirements.

the Basel

The Basel Committee has published an updated securitization
framework and a revised G-SIB assessment methodology, but
the U.S.
federal bank regulatory agencies have not yet
updated
proposed
securitization framework has been implemented in the E.U.
and U.K.

implementing

them. The

rules

treatment of

In December 2022, the Basel Committee published a final
standard on the prudential
cryptoasset
exposures. The Basel Committee contemplates that national
regulators will have incorporated the standard into local
capital requirements by January 1, 2025. U.S. federal bank
regulatory agencies and E.U. and U.K. authorities have not
yet proposed rules implementing the standards.

Leverage Ratios. Under the Capital Framework, we and GS
Bank USA are subject to Tier 1 leverage ratios and SLRs
established by the FRB. As a G-SIB, the SLR requirements
applicable to us include both a minimum requirement and a
buffer requirement, which operates in the same manner as the
risk-based buffer requirements described above. In April
2018, the FRB and the OCC issued a proposed rule which
would (i) replace the current 2% SLR buffer for G-SIBs,
including us, with a buffer equal to 50% of their G-SIB
for
surcharge and (ii) revise the 6% SLR requirement
Category I banks, such as GS Bank USA, to be “well
capitalized” with a requirement equal to 3% plus 50% of
their parent’s G-SIB surcharge. This proposal, together with
the adopted rule requiring use of SA-CCR for purposes of
calculating the SLR, would implement certain of the revisions
to the leverage ratio framework published by the Basel
Committee in December 2017.

GSBE and certain of our U.K. entities are also subject to
requirements relating to leverage ratios, which are generally
based on the Basel Committee leverage ratio standards.

and Results

See “Management’s Discussion and Analysis of Financial
of Operations — Capital
Condition
Management and Regulatory Capital” in Part II, Item 7 of
this Form 10-K and Note 20 to the consolidated financial
statements in Part
this Form 10-K for
Item 8 of
information about our and GS Bank USA’s Tier 1 leverage
ratios and SLRs, and GSI’s leverage ratio.

II,

Liquidity Ratios. The Basel Committee’s 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) and the Net Stable Funding Ratio (NSFR).

The LCR rule issued by the U.S. federal bank regulatory
agencies and applicable to both us 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 and GS Bank USA are required to maintain a minimum
LCR of 100%. See “Available Information” below and
“Management’s Discussion and Analysis of Financial
Condition and Results of Operations — Risk Management
— Liquidity Risk Management — Liquidity Regulatory
Framework” in Part
this Form 10-K for
information about our average daily LCR.

Item 7 of

II,

GSBE is subject to the LCR rule approved by the European
Parliament and Council, and GSI and GSIB are subject to the
rules approved by the U.K. regulatory authorities' LCR rules.
These
rules are generally consistent with the Basel
Committee’s framework.

The 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
Basel Committee’s NSFR framework requires banking
organizations to maintain a minimum NSFR of 100%.

We are subject to the U.S. NSFR rule and we will be required
to publicly disclose our quarterly average daily NSFR semi-
annually. We will begin doing so in August 2023. The CRR
implements the NSFR for certain E.U. financial institutions,
including GSBE. The NSFR requirement implemented in the
U.K. is applicable to both GSI and GSIB.

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

The FRB’s enhanced prudential standards require BHCs with
$100 billion or more in total consolidated assets to comply
with enhanced liquidity and overall
risk management
standards, which include maintaining 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. GSBE also has its own liquidity
planning process, which incorporates internally designed
stress tests and those required under German regulatory
requirements and the ECB Guide to Internal Liquidity
Adequacy Assessment Process (ILAAP). GSI and GSIB have
their own liquidity planning processes, which incorporate
internally designed stress tests developed in accordance with
the guidelines of the PRA’s ILAAP.

See “Management’s Discussion and Analysis of Financial
Condition and Results of Operations — Risk Management
— Overview and Structure of Risk Management” and “—
Liquidity Risk Management — Liquidity Regulatory
Framework” in Part
this Form 10-K for
information about the LCR and NSFR, as well as our risk
management practices and liquidity.

Item 7 of

II,

and Capital Planning. The

FRB’s
Stress Tests
Comprehensive Capital Analysis and Review (CCAR) is
designed to ensure that large BHCs,
including us, have
sufficient capital to permit continued operations during times
of economic and financial stress. As required by the FRB, we
perform an annual capital stress test and incorporate the
results into an annual capital plan, which we submit to the
FRB for review. See “Management’s Discussion and Analysis
of Financial Condition and Results of Operations — Capital
Management and Regulatory Capital — Capital Planning
and Stress Testing Process” in Part II, Item 7 of this Form 10-
K for further information about our annual capital plan. As
described in “Available Information” below, summary results
of the annual stress test are published on our website.

As part of the CCAR process, the FRB evaluates our plan to
make capital distributions across a range of macroeconomic
and company-specific assumptions, based on our and the
FRB’s own stress tests.

Goldman Sachs 2022 Form 10-K

stressed losses estimated under

The FRB’s rule applicable to BHCs with $100 billion or more
in total consolidated assets, including us, replaced the static
2.5% component of the capital conservation buffer required
under the Standardized Capital Rules with the SCB. The SCB
reflects
the supervisory
the CCAR stress tests, as
severely adverse scenario of
calculated by the FRB, and includes four quarters of planned
common stock dividends. The SCB, which is subject to a
2.5% floor, is generally effective on October 1 of each year
and remains in effect until October 1 of the following year,
unless it is reset in connection with the resubmission of a
capital plan. See “Available
Information” below and
“Management’s Discussion and Analysis of Financial
of Operations — Capital
Condition
Management and Regulatory Capital” in Part II, Item 7 of
this Form 10-K for information about our SCB requirement.

and Results

stock repurchase or other

The SCB rule requires a BHC to receive the FRB’s approval
capital
for any dividend,
distribution, other than a capital distribution on a newly
issued capital instrument, if the BHC is required to resubmit
its capital plan, which may occur if the BHC determines there
has been or will be a “material change” in its risk profile,
financial condition or corporate structure since the plan was
last submitted, or if the FRB directs the BHC to revise and
resubmit its capital plan.

U.S. depository institutions with total consolidated assets of
$250 billion or more that are subsidiaries of U.S. G-SIBs, such
as GS Bank USA, are required to submit annual company-run
stress test results to the FRB. GSBE also has its own capital
and stress testing process, which incorporates internally
designed stress tests and those required under German
regulatory requirements and the ECB Guide to Internal
Capital Adequacy Assessment Process (ICAAP). In addition,
GSI and GSIB have their own capital planning and stress
testing processes, which incorporate internally designed stress
tests developed in accordance with the PRA’s
ICAAP
guidelines.

Limitations on the Payment of Dividends. 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
regulatory
the
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), unless the entity
receives regulatory and stockholder approval. As a result of
dividend payments from GS Bank USA to Group Inc. in
connection with the acquisition of GSBE in July 2021, GS
Bank USA cannot currently declare any dividends without
regulatory approval.

entity obtains

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

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.

Source of Strength. The Dodd-Frank Act requires BHCs to
act as a source of strength to their U.S. bank subsidiaries and
to commit capital and financial resources to support those
subsidiaries. This support may be required by the FRB at
times when BHCs might otherwise determine not to provide
it. Capital loans by a BHC to a U.S. 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
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.

invoking its

Transactions Between Affiliates. Transactions between
GS Bank USA or its subsidiaries, including GSBE, and Group
Inc. or its other subsidiaries and affiliates are subject to
restrictions under the Federal Reserve Act and regulations
issued by the FRB. These laws and regulations generally limit
the types and amounts of transactions (such as loans and
including credit exposure arising
other credit extensions,
from resale agreements, securities borrowing and derivative
transactions, from GS Bank USA or its subsidiaries to Group
Inc. or its other subsidiaries and affiliates and purchases of
assets by GS Bank USA or its subsidiaries from Group Inc. or
its other subsidiaries and affiliates) that may take place and
generally require those transactions, to the extent permitted,
to be on market terms or better to GS Bank USA or its
subsidiaries. These laws and regulations generally do not
apply to transactions between GS Bank USA and its
subsidiaries. Similarly, German regulatory requirements
provide that certain transactions between GSBE and GS Bank
USA or its other affiliates, including Group Inc., must be on
market terms and are subject to special internal approval
requirements. PRA rules provide similar requirements for
transactions between GSI and GSIB and their respective
affiliates.

leverage or

Resolution and Recovery Plans. We are required by the
FRB and the FDIC to submit a periodic plan for our rapid
and orderly resolution in the event of material financial
distress or failure (resolution plan). If these regulators jointly
determine that an institution has
failed to remediate
identified shortcomings in its resolution plan or that its
resolution plan, after any permitted resubmission,
is not
credible or would not facilitate an orderly resolution under
the U.S. Bankruptcy Code, they may jointly impose more
stringent capital,
liquidity requirements or
restrictions on growth, activities or operations, or may jointly
order the institution to divest assets or operations, in order to
facilitate orderly resolution in the event of failure. The FRB
and FDIC require U.S. G-SIBs to submit resolution plans
every two years (alternating between submissions of full
plans
select
information). We submitted our 2021 resolution plan, which
was a targeted submission, in June 2021, and the FRB and
FDIC did not identify any deficiencies or shortcomings. Our
next required submission is a full submission by July 1, 2023.
See “Risk Factors — Legal and Regulatory —The application
of Group Inc.’s proposed resolution strategy could result in
greater losses for Group Inc.’s security holders” in Part I,
Item 1A of this Form 10-K and “Available Information” in
Part I, Item 1 of this Form 10-K for further information about
our resolution plan.

and targeted plans

include only

that

We are also required by the FRB to submit, on a periodic
basis, a global recovery plan that outlines the steps that we
could take to reduce risk, maintain sufficient liquidity and
conserve capital in times of prolonged stress. Certain of our
recovery plan
subsidiaries are also subject
requirements.

to similar

GS Bank USA is required to provide a resolution plan to the
FDIC that must, among other things, demonstrate that it is
adequately protected from risks arising from our other
entities. GS Bank USA’s most recent resolution plan was
submitted in June 2018. In June 2021, the FDIC provided
guidance on insured depository institution (IDI) resolution
plans and divided IDIs with $100 billion or more in assets,
including GS Bank USA, into two groups for purposes of the
timing of resolution plan submissions. GS Bank USA is in the
second group with a later submission date.

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

The U.S. federal bank regulatory agencies have adopted rules
imposing restrictions on qualified financial contracts (QFCs)
entered into by G-SIBs. The rules are 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 default rights in such contract arising upon the
entry of the G-SIB or one of its affiliates into resolution, (ii)
the contract does not contain enumerated prohibitions on the
transfer of
such contract and/or any related credit
the
enhancement, and (iii)
contract will be subject to the special resolution regimes set
forth in the Dodd-Frank Act orderly liquidation authority
(OLA) and the Federal Deposit Insurance Act of 1950 (FDIA),
described below. GS Bank USA has achieved compliance by
International Swaps and Derivatives
adhering to the
Association Universal Resolution Stay Protocol
(ISDA
Universal Protocol) and International Swaps and Derivatives
Association 2018 U.S. Resolution Stay Protocol (U.S. ISDA
Protocol) described below.

the counterparty agrees that

Certain of our other subsidiaries also adhere to these
protocols. The ISDA Universal 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 OLA or the FDIA in the U.S.
The U.S. ISDA Protocol, which was based on the ISDA
Universal Protocol, was created to allow market participants
to comply with the final QFC rules adopted by the federal
bank regulatory agencies.

states

to grant

The E.U. Bank Recovery and Resolution Directive (BRRD),
as amended by the BRRD II, establishes a framework for the
recovery and resolution of financial institutions in the E.U.,
such as GSBE. 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
certain
resolution powers to national and, where relevant, E.U.
resolution authorities,
including the power to impose a
temporary stay and 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
contracts governed by non-E.U.
those
temporary stay and bail-in powers unless doing so would be
impracticable. GSBE is under the direct authority of the
Single Resolution Board for resolution planning. Regulatory
authorities in the E.U. may require financial institutions in
the E.U., including subsidiaries of non-E.U. groups, to submit
recovery plans and to assist the relevant resolution authority
in constructing resolution plans for the E.U. entities. GSBE’s
primary regulator with respect to recovery planning is the
ECB, and it
is also regulated by BaFin and Deutsche
Bundesbank.

law recognize

Goldman Sachs 2022 Form 10-K

certain U.K.

institutions. Further,

The U.K. Special Resolution Regime confers substantially the
same powers on the Bank of England, as the U.K. resolution
authority, and substantially the same requirements on U.K.
financial
financial
institutions, including GSI and GSIB, are required to meet the
Bank of England’s expectations contained in the U.K.
Resolution Assessment Framework, including with respect to
loss absorbency, contractual stays, operational continuity
and funding in resolution. They are also required by the PRA
to submit solvent wind-down plans on how they could be
wound down in a stressed environment. The PRA is also the
regulatory authority in the U.K. that supervises recovery
planning, and GSI and GSIB are each required to submit
recovery plans to the PRA.

implementation of

Total Loss-Absorbing Capacity (TLAC). The FRB's rule
addresses U.S.
the Financial Stability
Board’s (FSB’s) TLAC principles and term sheet on minimum
TLAC requirements for G-SIBs. The rule, among other
things, establishes minimum TLAC requirements, establishes
minimum requirements for “eligible long-term debt” (i.e.,
debt that is unsecured, has a maturity of at least one year
from issuance and satisfies certain additional criteria) and
caps the amount of parent company liabilities that are not
eligible long-term debt.

The rule also prohibits a BHC that has been designated as a
U.S. G-SIB from (i) guaranteeing subsidiaries’ liabilities that
are subject to early termination provisions if the BHC 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
to third parties; or (iv) entering into
short-term debt
derivatives and certain other financial contracts with external
counterparties.

Additionally, the rule caps, at 5% of the value of the parent
company’s eligible TLAC, the amount of unsecured non-
contingent third-party liabilities that are not eligible long-
term debt that could rank equally with or junior to eligible
long-term debt.

implement

The CRR, the BRRD and U.K. financial services regime are
designed to, among other things,
the FSB’s
minimum TLAC requirement for G-SIBs. For example, the
CRR requires E.U. subsidiaries of a non-E.U. G-SIB that
exceed the threshold of 5% of the G-SIB’s RWAs, operating
income or leverage exposure, such as GSBE, to meet internal
TLAC requirements. Under
services
regime, GSG UK exceeds the applicable thresholds and
therefore, it is subject to internal TLAC requirements.

the U.K.

financial

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

financial

institution subsidiaries,

The CRD requires a non-E.U. group with more than €40
billion of assets in the E.U., such as us, to establish an E.U.
intermediate holding company (E.U. IHC) by December 30,
2023 if it has, as in our case, two or more of certain types of
E.U.
including broker-
dealers and banks. A non-E.U. group may have two E.U.
IHCs if a request for a second is approved. GSBE and GSPIC
will be subject to the single E.U. IHC requirement unless an
exemption is granted. The CRR requires E.U. IHCs to satisfy
capital and liquidity requirements, a minimum requirement
for own funds and eligible liabilities (MREL), and certain
other prudential requirements at a consolidated level. The
U.K. has not implemented a similar requirement to establish
an IHC; however, the PRA has introduced a requirement that
certain U.K. financial holding companies or a designated
U.K. group entity be responsible for the U.K. group’s
regulatory compliance. We have designated GSI for that
responsibility.

The BRRD II and the U.K. resolution regime subject
institutions to an MREL, which is generally consistent with
the FSB’s TLAC standard. GSI is required to maintain a
minimum level of internal MREL and provide the Bank of
England the right to exercise bail-in triggers over certain
intercompany regulatory capital and senior debt instruments
issued by GSI. These triggers enable the Bank of England to
write down such instruments or convert such instruments to
equity. The triggers can be exercised by the Bank of England
if it determines that GSI has reached the point of non-
viability and the FRB and the FDIC have not objected to the
similar
bail-in or if Group Inc. enters bankruptcy or
proceedings. The Single Resolution Board’s internal MREL
requirements applicable to GSBE are required to be phased in
through January 2024.

for

the

Insolvency of a BHC or IDI. The Dodd-Frank Act created a
resolution regime, OLA, for BHCs and their affiliates that are
systemically important. Under OLA,
the FDIC may be
systemically important
receiver
appointed as
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.

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 are generally
based on the powers of the FDIC as receiver for depository
institutions under the FDIA, described below.

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
the use of an
in some circumstances,
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 likely 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.

Under the FDIA, if the FDIC is appointed as conservator or
receiver for an IDI 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 IDI’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 IDI’s contracts pursuant to their terms
triggered by the

regard to any provisions

without
appointment of the FDIC in that capacity; or

• To repudiate or disaffirm any contract or lease to which
the IDI is a party, the performance of which is determined
by the FDIC to be burdensome and the repudiation or
disaffirmance of which is determined by the FDIC to
promote the orderly administration of the IDI.

In addition,
the claims of holders of domestic deposit
liabilities and certain claims for administrative expenses
against an IDI would be afforded a priority over other
including deposits at non-U.S.
general unsecured claims,
branches and claims of debtholders of
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 at U.S. branches)
would be treated differently from, and could receive,
if
the depositors at U.S.
anything, substantially less than,
branches of GS Bank USA.

the IDI,

Goldman Sachs 2022 Form 10-K

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
the BHC would be required to
institution subsidiary,
guarantee
undercapitalized
subsidiary’s capital restoration plan and might be liable for
civil money damages for failure to fulfill its commitments on
that guarantee. Furthermore, in the event of the bankruptcy
of the BHC, the guarantee would take priority over the
BHC’s general unsecured creditors, as described in “Source of
Strength” above.

performance

the

Volcker Rule and Other Restrictions on Activities. As a
BHC, we are subject to limitations on the types of business
activities in which we may engage.

Volcker Rule. 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.

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 and advised
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 limit our investment in each such fund to 3%
or less of the fund’s net asset value, and to limit our aggregate
investment in all such funds to 3% or less of our Tier 1
capital.

The FRB has granted our request for additional time until
July 2023 to conform 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 8 to the consolidated financial statements in Part II,
Item 8 of this Form 10-K for further information about our
investments in such funds.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Deposit 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
IDIs. 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
deposits of GSBE are covered by the German statutory
deposit protection program to the extent provided by law. In
addition, GSBE has elected to participate in the German
voluntary deposit protection program which provides
insurance for certain eligible deposits not covered by the
German statutory deposit program. Eligible deposits at GSIB
and the London branch of GS Bank USA are covered by the
U.K. Financial Services Compensation Scheme up to the
applicable limits.

In October 2022, the FDIC adopted a rule applicable to all
FDIC-insured banks
increased initial base deposit
insurance assessment rates by 2 basis points, beginning with
the first quarterly assessment period of 2023.

that

corrective

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
in respect of depository
institutions that do not meet specified capital requirements.
FDICIA establishes five capital categories for FDIC-insured
banks, such as GS Bank USA: well-capitalized, adequately
capitalized, undercapitalized, significantly undercapitalized
and critically undercapitalized.

action”

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
the capital
of an institution declines. Failure to meet
requirements could also require a depository institution to
raise
undercapitalized
institutions are subject to the appointment of a receiver or
conservator, as described in “Insolvency of an IDI or a BHC”
above.

capital. Ultimately,

critically

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

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 activities for FHCs includes underwriting, dealing
and making markets in securities and making investments in
non-FHCs (merchant banking activities). In addition, certain
FHCs,
including us, are permitted 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.

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
the FHC may be
conditions.
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.

the deficiencies persist,

If any IDI subsidiary of an FHC fails to maintain at least a
“satisfactory” rating under the Community Reinvestment Act
(CRA), the FHC would be subject to restrictions on certain
new activities and acquisitions.

In addition, we are required to obtain prior FRB approval
before certain acquisitions and before engaging in certain
banking and other financial activities both within and outside
the U.S.

U.S. G-SIBs, like us, are also required to comply with a rule
regarding single counterparty credit limits, which imposes
more stringent requirements for credit exposures among
major financial institutions.

The 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.

The U.S.
federal bank regulatory agencies have issued
guidance that focuses on transaction structures and risk
frameworks and that outlines high-level
management
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.

As a German credit institution, GSBE will become subject to
Volcker Rule-type prohibitions under German banking law
and regulations on December 31, 2023 because its financial
assets exceeded certain thresholds. Prohibited activities
include (i) proprietary trading, (ii) high-frequency trading at
a German trading venue, and (iii) lending and guarantee
businesses with German hedge funds, German funds of hedge
funds or any non-German substantially leveraged alternative
investment
funds, unless an exclusion or an exemption
applies. See “Volcker Rule” above for further information.

U.K. banks that have over £25 billion of core retail deposits
are required to separate their retail banking services from
activities,
their
commonly known as “ring-fencing.” GSIB is not currently
subject to the ring-fencing requirement.

and international banking

investment

subsidiaries,

Broker-Dealer and Securities Regulation
including GS&Co., are
Our broker-dealer
subject to regulations that cover all aspects of the securities
business, including sales methods, trade practices, the use and
safekeeping of clients’ funds and securities, capital structure,
record-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.

capital

U.S. state securities and other U.S. regulators also have
regulatory or oversight authority over GS&Co. For a
description of net
to
GS&Co., see “Management’s Discussion and Analysis of
Financial Condition and Results of Operations — Capital
Management and Regulatory Capital — U.S. Regulated
Broker-Dealer Subsidiaries” in Part II, Item 7 of this Form 10-
K.

requirements applicable

The SEC issued a proposed rule in November 2021 which, if
adopted, would require lenders of securities to provide the
material
to a
registered national securities association, such as FINRA.

lending transactions

terms of

securities

The SEC requires broker-dealers to act in the best interest of
their customers. SEC rules require broker-dealers to provide
a standardized, short-form disclosure highlighting services
offered, applicable standards of conduct, fees and costs, the
differences between brokerage and advisory services, and any
conflicts of interest. In addition, several states have adopted
or proposed adopting uniform fiduciary duty standards
applicable to broker-dealers.

Goldman Sachs 2022 Form 10-K

In the E.U. and the U.K., the European Markets in Financial
Instruments Directive (MiFID II) established trading venue
categories for the purposes of discharging the obligation to
trade OTC derivatives on a trading platform, enhanced pre-
and post-trade transparency covering a wide range of
financial instruments, placed volume caps on non-transparent
liquidity trading for equities trading venues, limited the use
of broker-dealer equities crossing networks and created a
regime for systematic internalizers, which are investment
firms that execute client equity transactions outside a trading
venue. Additional control requirements apply to algorithmic
trading, high frequency trading and direct electronic access.
Commodities trading firms are required to calculate their
positions and adhere to specific position limits. MiFID II also
requires enhanced transaction reporting, the publication of
best execution data by investment firms and trading venues,
transparency on costs and charges of service to investors,
restrictions on the way investment managers can pay for the
receipt of investment research, rules limiting the payment and
receipt of soft commissions and other forms of inducements,
and mandatory unbundling for broker-dealers between
execution and other major services. Certain of our non-U.S.
subsidiaries, including GSBE and GSI, are subject to risk
retention requirements in connection with securitization
activities.

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 Bank of Japan and the Ministry of Finance,
among others.

The Securities and Futures Commission in Hong Kong, the
China Securities Regulatory Commission, the Reserve Bank
of India, the Securities and Exchange Board of India, the
Australian Securities and Investments Commission,
the
Australian Securities Exchange, the Monetary Authority of
Singapore, the Korean Financial Supervisory Service and the
Central Bank of Brazil, among others, regulate various of our
subsidiaries and also have capital standards and other
requirements comparable to the rules of the U.S. regulators.

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 GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

In December 2022, the SEC issued four proposals to reform
structure. The SEC proposed
the U.S. equity market
establishing a broker-dealer best execution standard, which
would require broker-dealers to use reasonable diligence to
ascertain the best market for a customer order so that the
resultant price to the customer is as favorable as possible
under prevailing market conditions. The best execution
standard applies to all securities and supplements, but does
not replace, the existing FINRA and Municipal Securities
Rulemaking Board (MSRB) best execution rules. The SEC
also proposed, among other things, to require that individual
investor orders routed through broker-dealers be exposed to
order-by-order competition in qualified auctions; to update
the minimum pricing increments, with variable price
increments based on the trading characteristics of stocks; and
to revise and expand reporting and disclosure requirements
relating to execution quality.

involved in the

In January 2023, the SEC proposed a rule that would prohibit
participants
creation of asset-backed
securities, including any underwriter, placement agent, initial
purchaser or sponsor of an asset-backed security (or any
affiliate or subsidiary), from engaging in any transaction that
would involve or result in a material conflict of interest
between the securitization participant and an investor in an
asset-backed security, including reducing its exposure to the
asset-backed securities, subject to certain exceptions.

have

in various non-U.S.
The SEC, FINRA and regulators
and
conduct-based
jurisdictions
both
to research
disclosure-based requirements with respect
reports and research analysts and may impose additional
regulations.

imposed

GS&Co. 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 organizes or initiates certain
asset-backed securities
to retain a portion
transactions
(generally, at least five percent) of any credit risk that the
person conveys to a third party. For certain securitization
transactions, retention by third-party purchasers may satisfy
this requirement.

including
In Europe, we provide broker-dealer services,
through GSBE, GSPIC and GSI, that are subject to oversight
by European and national regulators. These services are
regulated in accordance with E.U., U.K. and other national
laws and regulations. These laws require, among other
things, compliance with certain capital adequacy and
liquidity standards, customer protection requirements and
market conduct and trade reporting rules. Certain of our
European subsidiaries are also regulated by the securities,
derivatives and commodities exchanges of which they are
members.

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

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
also govern
and the National Futures Association,
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
(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.

swaps

these

those

particularly

requirements,

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. A number
of
regarding
recordkeeping and reporting, also apply to transactions that
do not involve a registered swap dealer. GS&Co. and other
subsidiaries,
including GS Bank USA, GSBE, GSI and J.
Aron, are registered with the CFTC as swap dealers. The
CFTC has rules establishing capital requirements for swap
dealers that are not subject to the capital rules of a prudential
regulator, such as the FRB. The CFTC also has financial
reporting requirements for covered swap entities and capital
rules for CFTC-registered futures commission merchants that
for proprietary
provide
positions in swaps and security-based swaps that are not
cleared by a clearing organization. Certain of our registered
swap dealers, including J. Aron, are subject to the CFTC’s
capital requirements.

requirements

explicit

capital

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 and
GSBE). Inter-affiliate transactions under the CFTC and FRB
margin rules are generally exempt
from initial margin
requirements.

SEC rules govern the registration and regulation of security-
based swap dealers. Security-based swaps are defined as
swaps on single securities, single loans or narrow-based
baskets or indices of securities. The SEC has adopted a
number of rules for security-based swap dealers, including (i)
capital, margin and segregation requirements; (ii) record-
keeping, financial reporting and notification requirements;
(iii) business conduct standards; (iv) regulatory and public
trade reporting; and (v) the application of risk mitigation
techniques to uncleared portfolios of security-based swaps.
Certain of our subsidiaries, including GS&Co., GS Bank USA
and GSBE, are registered with the SEC as security-based
swap dealers and subject to the SEC’s regulations regarding
security-based swaps. The SEC has proposed additional
that would,
regulations
regarding security-based swaps
among other
large
positions in security-based swaps.

require public reporting of

things,

GS Bank USA is also subject to the FRB’s swaps margin rules.
These rules require the exchange of initial and variation
margin in connection with transactions
in swaps and
security-based swaps that are not cleared through a registered
or exempt clearinghouse. GS Bank USA is required to post
and collect margin in connection with transactions with swap
dealers, security-based swap dealers, major swap participants
and major security-based swap participants, or financial end
users.

The CFTC and the SEC have adopted rules relating to cross-
border regulation of swaps and securities-based swaps, and
business conduct and registration requirements. The CFTC
and the SEC have entered into agreements with certain non-
U.S. regulators regarding the cross-border regulation of
derivatives and the mutual recognition of cross-border
execution facilities and clearinghouses, and have approved
substituted compliance with certain non-U.S. regulations
related to certain business conduct requirements and margin
rules. The U.S. prudential regulators have not yet made a
determination with respect to substituted compliance for
transactions subject to non-U.S. margin rules.

Similar types of regulation have been proposed or adopted in
including in the E.U. and
jurisdictions outside the U.S.,
Japan. Under the European Market Infrastructure Regulation
(EMIR), for example, the E.U. and the U.K. have established
regulatory requirements relating to portfolio reconciliation
clearing certain OTC derivatives and
and reporting,
margining for uncleared derivatives activities. In addition,
under
Instruments
Directive and Regulation, transactions in certain types of
derivatives are required to be executed on regulated
platforms or exchanges.

the European Markets

in Financial

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

The CFTC has adopted rules that limit the size of positions
in physical commodity derivatives that can be held by any
entity, or any group of affiliates or other parties trading
under common ownership or control. The CFTC position
limits apply to futures on physical commodities and options
on such futures, apply to both physically and cash settled
positions and to swaps that are economically equivalent to
such futures and options. The position limit rules initially
impose limits in the spot month only (i.e., during the delivery
period for the physical commodities, which is typically a
period of several days). CFTC spot and non-spot month
limits will continue to apply to futures on certain legacy
agricultural commodities, and it is possible that non-spot
month limits will at some point be adopted for futures,
options on futures and swaps on other categories of physical
commodities.

J. Aron is authorized by the U.S. Federal Energy Regulatory
Commission (FERC) to sell wholesale physical power at
market-based rates. As a FERC-authorized power 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
is also an
result of our investing activities, Group Inc.
“exempt holding company” under the U.S. Public Utility
Holding Company Act of 2005 and applicable FERC rules.

In addition, as a result of our power-related and commodities
activities, we are subject to energy, environmental and other
governmental laws and regulations, as described in “Risk
Factors — Legal and Regulatory — Our commodities
activities, particularly our physical commodities activities,
to extensive regulation and involve certain
subject us
potential risks,
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.

GS&Co. is 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. Goldman Sachs
Financial Markets, L.P. is registered with the SEC as an OTC
derivatives dealer.

and Wealth Management

Asset Management
Regulation
Our asset management and wealth management businesses
are subject to extensive oversight by regulators around the
world relating to, among other things, the fair treatment of
clients, safeguarding of client assets, offerings of funds,
marketing activities, transactions among affiliates and our
management of client funds.

Goldman Sachs 2022 Form 10-K

The federal securities laws impose fiduciary duties on
including GS&Co., Goldman Sachs
investment advisers,
Asset Management, L.P. and our other U.S. registered
investment adviser subsidiaries. Additionally, SEC rules
require investment advisers to provide a standardized, short-
form disclosure highlighting services offered, applicable
standards of conduct, fees and costs, the differences between
brokerage and advisory services, and any conflicts of interest.
Several states have adopted or proposed adopting uniform
fiduciary duty standards applicable to advisers.

and

organizational, marketing

Certain of our European subsidiaries, including GSBE in the
E.U. and GSAMI in the U.K., are subject to MiFID II and/or
legislation making
related regulations (including the U.K.
law), which govern the
such regulations part of U.K.
approval,
reporting
requirements of E.U. or U.K.-based investment managers and
the ability of investment fund managers located outside the
E.U. or the U.K. to access those markets. NNIP B.V. is
subject to similar requirements as a management company
licensed under
for Collective
the E.U. Undertakings
Investment in Transferable Securities (UCITS) Directive and
the E.U. Alternative Investment Fund Managers (AIFM)
Directive with additional authorizations for certain activities
regulated under MiFID II. Our asset management business in
the E.U. and the U.K. significantly depends on our ability to
delegate parts of our activities to other affiliates.

GSAMI is also subject to the prudential regime for U.K.
investment firms, the Investment Firms Prudential Regime
(IFPR), which governs the prudential requirements for U.K.
investment firms prudentially regulated by the FCA.

subject

Consumer Regulation
Our U.S.
to
consumer-oriented activities are
supervision and regulation by the CFPB with respect to
federal consumer protection laws, including laws relating to
fair lending and the prohibition of unfair, deceptive or
abusive acts or practices in connection with the offer, sale or
provision of consumer financial products and services. Our
consumer-oriented activities are also subject to various state
and local consumer protection laws, rules and regulations,
which, among other things, impose obligations relating to
marketing, origination, servicing and collections activities in
our consumer businesses. Many of these laws, rules and
regulations also apply to our small business lending activities,
which are also subject to supervision and regulation by
federal and state regulators. In addition, our U.K. consumer
deposit-taking activities are subject
to U.K. consumer
protection laws and regulations.

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 GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

are

that

respect

incentive

encourage

The FSB has released standards for implementation by local
sound
designed
regulators
compensation practices at banks and other
financial
companies. The U.S. federal bank regulatory agencies have
also 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
compensation
to
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
the
arrangements should be compatible with effective controls
and risk management; and (iii) the arrangements should be
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 notes that enforcement actions may be taken against a
banking
compensation
its
incentive
related risk management, control or
arrangements or
governance processes pose a risk to the organization’s safety
and soundness.

to imprudent

organization

risk;

(ii)

The Dodd-Frank Act requires 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. The U.S. financial regulators
proposed revised rules in 2016, which have not been finalized.
In October 2022, the SEC adopted a final rule requiring
securities exchanges to adopt rules mandating, in the case of
a restatement,
the recovery or “clawback” of excess
incentive-based compensation paid to current or former
executive officers and requiring listed issuers to disclose any
recovery
a
restatement.

analysis where

triggered by

recovery

that any incentive
The NYDFS’ guidance emphasizes
compensation arrangements tied to employee performance
indicators at banking institutions regulated by the NYDFS,
including GS Bank USA, must be subject to effective risk
management, oversight and control.

In the E.U., certain provisions in the CRR and CRD are
designed to meet the FSB’s compensation standards. These
provisions limit the ratio of variable to fixed compensation of
all employees at GSBE and of certain employees at our other
operating subsidiaries in the E.U., including those employees
identified as having a material impact on the risk profile of
regulated entities. CRR II and CRD V amended certain
aspects of these rules,
including, by increasing minimum
variable compensation deferral periods. Substantially similar
requirements apply in the U.K. in relation to GSI and GSIB.

The E.U. and the U.K. have each also introduced investment
firm regimes, including rules regulating compensation for
certain persons providing services to certain investment
funds.

Anti-Money Laundering and Anti-Bribery Rules and
Regulations
The U.S. Bank Secrecy Act, as amended (BSA), including by
the USA PATRIOT Act of 2001, contains anti-money
laundering and financial transparency laws and authorizes or
mandates the promulgation of various regulations applicable
to financial
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 seeks, among
other things, to promote the identification of parties that may
be involved in terrorism, money laundering or other
suspicious activities.

institutions,

financial

The Anti-Money Laundering Act of 2020 (AMLA), which
amends the BSA, is intended to comprehensively reform and
modernize U.S. anti-money laundering laws. Among other
things, the AMLA codifies a risk-based approach to anti-
money laundering compliance for
institutions;
requires the U.S. Department of the Treasury to promulgate
priorities for anti-money laundering and countering the
financing of terrorism policy; requires the development of
standards by the U.S. Department of the Treasury for testing
technology and internal processes for BSA compliance;
expands enforcement- and investigation-related authority,
including a significant expansion in the available sanctions
for certain BSA violations; and expands BSA whistleblower
incentives and protections. Many of the statutory provisions
in the AMLA will require additional rulemakings, reports
and other measures, and the impact of the AMLA will
and
depend
implementation guidance. The Financial Crimes Enforcement
Network (FinCEN), a bureau of the U.S. Department of
Treasury has issued the priorities for anti-money laundering
and countering the financing of terrorism policy, as required
under
corruption,
cybercrime, terrorist financing, fraud, transnational crime,
drug
and proliferation
financing.

trafficking, human trafficking

the AMLA. The priorities

rulemaking

include:

among

things,

other

on,

corrupt

We are subject to other laws and regulations worldwide
relating to anti-money laundering and financial transparency,
including the E.U. Anti-Money Laundering Directives. In
addition, we are subject to the U.S. Foreign Corrupt Practices
Act (FCPA), the U.K. Bribery Act and other laws and
regulations worldwide
illegal
regarding
payments, or providing anything of value, for the benefit of
government officials and others. The scope of the types of
payments or other benefits covered by these laws is very
broad. These laws and regulations include requirements
relating to the identification of clients, monitoring for and
reporting suspicious transactions, monitoring direct and
indirect payments to politically exposed persons, providing
information to regulatory authorities and law enforcement
agencies, and sharing information with other
financial
institutions.

and

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

the

Information

Protection Act,

Privacy and Cybersecurity Regulation
Our businesses are subject to numerous laws and regulations
relating to the privacy of information regarding clients,
employees and others. These include, but are not limited to,
the GLB Act, the California Consumer Privacy Act of 2018,
as amended by the California Privacy Rights Act of 2020
(CCPA),
the E.U.’s General Data Protection Regulation
(GDPR), the U.K.’s Data Protection Act 2018, the Japanese
Personal
Personal
Information Protection Law of the People’s Republic of
China (PIPL), and the Hong Kong Personal Data (Privacy)
Ordinance. Among other
the CCPA imposes
compliance obligations with regard to the collection, use and
disclosure of personal information. In addition, several other
jurisdictions have enacted, or are
states and non-U.S.
proposing, privacy and data protection laws similar to the
the GDPR has
GDPR and the CCPA. Furthermore,
heightened our privacy compliance obligations,
impacted
certain of our businesses’ collection, processing and retention
of personal data and imposed strict standards for reporting
data breaches. The GDPR also provides for significant
penalties for non-compliance. The PIPL limits the legal bases
for processing personal
information, contains heightened
notice and consent requirements for the handling of certain
types of personal
information and imposes special cross-
border data transfer rules under certain circumstances.

things,

Our businesses are also subject to laws and regulations
governing cybersecurity and related risks, and which require
regulatory disclosures of certain security incidents. The
NYDFS also requires financial institutions regulated by the
NYDFS, including GS Bank USA, to, among other things, (i)
establish and maintain a cybersecurity program designed to
ensure the confidentiality, integrity and availability of their
information systems; (ii) implement and maintain a written
cybersecurity policy setting forth policies and procedures for
the protection of their information systems and nonpublic
information; and (iii) designate a Chief Information Security
Officer.

In January 2023, the E.U. Digital Operational Resilience Act
(DORA) became effective, and will apply from January 2025.
DORA requires E.U. financial entities, such as GSBE, to have
a comprehensive governance and control framework for the
management of information and communications technology
(ICT) risk.

In addition, in March 2022, the SEC proposed new rules that
would require disclosures about material cybersecurity
incidents on Form 8-K and updated disclosures about
previously disclosed cybersecurity incidents on Forms 10-Q
and 10-K.

Goldman Sachs 2022 Form 10-K

Information about our Executive Officers

Set forth below are the name, age, present title, principal
occupation and certain biographical
information for the
executive officers who have been appointed by, and serve at
the pleasure of, Group Inc.’s Board.

Philip R. Berlinski, 46
Mr. Berlinski has been Global Treasurer since October 2021;
he also serves as Chief Executive Officer of Goldman Sachs
Bank USA. He had previously served as Chief Operating
Officer of Global Equities from May 2019. Prior to that, he
was Co-Head of Global Equities Trading and Execution
Services from September 2016 to May 2019.

Denis P. Coleman III, 49
Mr. Coleman has been Chief Financial Officer since January
2022. He had previously served as Deputy Chief Financial
Officer from September 2021 and, prior to that, Co-Head of
the Global Financing Group from June 2018 to September
2021. From 2016 to June 2018, he was Head of the EMEA
Financing Group, and from 2009 to 2016 he was Head of
EMEA Credit Finance in London.

Sheara J. Fredman, 47
Ms. Fredman has been Controller and Chief Accounting
Officer since November 2019. She had previously served as
Head of Regulatory Controllers from September 2017 and,
prior to that, she had served as Global Product Controller.

Brian J. Lee, 56
Mr. Lee has been Chief Risk Officer since November 2019.
He had previously served as Controller and Chief Accounting
Officer from March 2017 and, prior to that, he had served as
Deputy Controller from 2014.

Ericka T. Leslie, 52
Ms. Leslie has been Chief Administrative Officer since
February 2022. She had previously served as Global Head of
Operations and Platform Engineering for the Global Markets
Division from March 2020, as Global Head of Operations for
the Securities Division from January 2019 and as Head of
Global Operations for the Commodities business from
September 2008.

John F.W. Rogers, 66
Mr. Rogers has been an Executive Vice President since April
2011 and Chief of Staff and Secretary to the Board since
December 2001.

Kathryn H. Ruemmler, 51
Ms. Ruemmler has been the Chief Legal Officer, General
Counsel and Secretary since March 2021, and was previously
Global Head of Regulatory Affairs from April 2020. From
June 2014 to April 2020, Ms. Ruemmler was a Litigation
Partner at Latham & Watkins LLP, a global law firm, where
she was Global Chair of the White Collar Defense and
Investigations practice.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

David Solomon, 61
Mr. Solomon has been Chairman of the Board since January
2019 and Chief Executive Officer and a director since
October 2018. He had previously served as President and
Chief or Co-Chief Operating Officer from January 2017 and
Co-Head of the Investment Banking Division from July 2006
to December 2016.

John E. Waldron, 53
Mr. Waldron has been President and Chief Operating Officer
since October 2018. He had previously served as Co-Head of
the Investment Banking Division from December 2014. Prior
to that he was Global Head of Investment Banking Services/
Client Coverage for the Investment Banking Division and had
oversight of the Investment Banking Services Leadership
Group, and from 2007 to 2009 was Global Co-Head of the
Financial Sponsors Group.

Available Information

Our internet address is www.goldmansachs.com and the
investor relations section of our website is located at
www.goldmansachs.com/investor-relations, where we make
available, free of charge, our annual reports on Form 10-K,
quarterly reports on Form 10-Q and current reports on Form
8-K and amendments to those reports filed or furnished
pursuant to Section 13(a) or 15(d) of the Exchange Act, as
well as proxy statements, as soon as reasonably practicable
after we electronically file such material with, or furnish it to,
the SEC. Also posted on our website, and available in print
upon request of any shareholder to our Investor Relations
Department
(Investor Relations), are our certificate of
incorporation and by-laws, charters for our Audit, Risk,
Compensation, Corporate Governance and Nominating, and
Public Responsibilities Committees, our Policy Regarding
Director
Independence Determinations, our Policy on
Reporting of Concerns Regarding Accounting and Other
Matters, our Corporate Governance Guidelines and our
Code of Business Conduct and Ethics governing our
directors, officers and employees. Within the time period
required by the SEC, we will post on our website any
amendment to the Code of Business Conduct and Ethics and
any waiver applicable to any executive officer, director or
senior financial officer.

Our website also includes information about (i) purchases
and sales of our equity securities by our executive officers and
directors;
(ii) disclosure relating to certain non-GAAP
financial measures (as defined in the SEC’s Regulation G)
that we may make public orally, telephonically, by webcast,
by broadcast or by other means; (iii) our U.S. Dodd-Frank
Wall Street Reform and Consumer Protection Act Stress
Tests results; (iv) the public portion of our resolution plan
submission; (v) our Pillar 3 disclosure; (vi) our average daily
LCR;
(viii) our
Sustainability Report; and (ix) our Task Force on Climate-
Related Financial Disclosures (TCFD) Report.

(vii) our People

Strategy Report;

10282, Attn:

Investor Relations can be contacted at The Goldman Sachs
Group, Inc., 200 West Street, 29th Floor, New York, New
York
telephone:
212-902-0300, e-mail: gs-investor-relations@gs.com. We use
the following, as well as other social media channels, to
disclose public information to investors, the media and
others:

Investor Relations,

• Our website (www.goldmansachs.com);

• Our Twitter account (twitter.com/GoldmanSachs); and

• Our Instagram account (instagram.com/GoldmanSachs).

Our officers may use similar social media channels to disclose
public information. It is possible that certain information we
or our officers post on our website and on social media could
be deemed material, and we encourage investors, the media
and others interested in Goldman Sachs to review the
business and financial information we or our officers post on
our website and on the social media channels identified
above. The information on our website and those social
media channels is not incorporated by reference into this
Form 10-K.

Forward-Looking Statements

We have included in this Form 10-K, and 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.
facts or
Forward-looking statements are not historical
statements of current conditions, but instead represent only
our beliefs regarding future events, many of which, by their
nature, are inherently uncertain and outside our control.

By identifying these statements for you in this manner, we are
alerting you to the possibility that our actual results, financial
condition, liquidity and capital actions may differ, possibly
materially, from the anticipated results, financial condition,
in these forward-looking
liquidity and capital actions
statements. Important factors that could cause our results,
financial condition, liquidity and capital actions to differ
from those in these statements include, among others, those
described below and in “Risk Factors” in Part I, Item 1A of
this Form 10-K.

Goldman Sachs 2022 Form 10-K

Statements about our target return on average common
shareholders’ equity (ROE), return on average tangible
common shareholders’ equity (ROTE), efficiency ratio and
expense savings, and how they can be achieved, are based on
our current expectations regarding our business prospects
and are subject to the risk that we may be unable to achieve
our targets due to, among other things, changes in our
business mix, lower profitability of new business initiatives,
increases in technology and other costs to launch and bring
new business initiatives to scale, and increases in liquidity
requirements.

Statements about our target ROE, ROTE and CET1 capital
ratio, and how they can be achieved, are based on our current
expectations regarding the capital requirements applicable to
us and are subject
to the risk that our actual capital
requirements may be higher than currently anticipated
because of, among other factors, changes in the regulatory
capital requirements applicable to us resulting from changes
in regulations or the interpretation or application of existing
regulations or changes in the nature and composition of our
activities. Statements about our firmwide AUS inflows targets
regarding our
are based on our current expectations
fundraising prospects and are subject to the risk that actual
inflows may be lower than expected due to, among other
factors, competition from other asset managers, changes in
investment preferences and changes in economic or market
conditions.

Statements about the timing, costs, profitability, benefits and
other aspects of business and expense savings initiatives, the
level and composition of more durable revenues and increases
in market share are based on our current expectations
regarding our ability to implement these initiatives and actual
from current
results may differ, possibly materially,
expectations due to, among other things, a delay in the timing
of these initiatives, increased competition and an inability to
reduce expenses and grow businesses with durable revenues.

Statements about the level of future compensation expense,
including as a percentage of both operating expenses and
revenues, net of provision for credit losses, and our efficiency
ratio as our platform solutions business reaches scale are
subject to the risks that the compensation and other costs to
operate our businesses, including platform initiatives, may be
greater than currently expected.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

in or growth opportunities

income and interest expense,

These statements may relate to, among other things, (i) our
future plans and results, including our target ROE, ROTE,
efficiency ratio, CET1 capital ratio and firmwide assets under
supervision (AUS) inflows, and how they can be achieved, (ii)
trends
for our businesses,
including the timing, costs, profitability, benefits and other
aspects of business and strategic initiatives and their impact
on our efficiency ratio, (iii) our level of future compensation
expense, including as a percentage of both operating expenses
and revenues, net of provision for credit losses, (iv) our
Investment banking fees backlog and future results, (v) our
(vi) our
expected interest
expense savings and strategic locations initiatives,
(vii)
expenses we may incur, including future litigation expense
and expenses from investing in our platform solutions
business, (viii) the projected growth of our deposits and other
funding, asset liability management and funding strategies
(ix) our business
and related interest expense savings,
initiatives, including transaction banking and new products
in our consumer platforms business, (x) our planned 2023
benchmark debt issuances, (xi) the amount, composition and
location of global core liquid assets (GCLA) we expect to
hold, (xii) our credit exposures, (xiii) our expected provisions
for credit losses, (xiv) the adequacy of our allowance for
credit losses, (xv) the projected growth of our platform
solutions business, (xvi) the objectives and effectiveness of
our business continuity planning,
information security
program, risk management and liquidity policies, (xvii) our
resolution plan and strategy and their implications for
the design and effectiveness of our
stakeholders,
resolution capital and liquidity models and triggers and alerts
framework, (xix) the results of stress tests, the effect of
changes to regulations, and our future status, activities or
reporting under banking and financial regulation, (xx) our
expected tax rate, (xxi) the future state of our liquidity and
regulatory capital
capital
distributions (including dividends and repurchases), (xxii)
legal
our expected SCB and G-SIB surcharge,
proceedings,
other
investigations
governmental
contingencies, (xxiv) the asset recovery guarantee and our
remediation activities related to our 1Malaysia Development
the replacement of
Berhad (1MDB)
Interbank Offered Rates and our transition to alternative
risk-free reference rates, (xxvi) the impact of the COVID-19
pandemic on our business, results, financial position and
liquidity, (xxvii) the effectiveness of our management of our
human capital,
including our diversity goals, (xxviii) our
sustainability and carbon neutrality targets and goals, (xxix)
future inflation and (xxx) the impact of Russia’s invasion of
Ukraine and related sanctions and other developments on our
business, results and financial position.

ratios, and our prospective

(xxiii)
or

settlements,

(xviii)

(xxv)

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Statements about our Investment banking fees backlog and
future results are subject to the risk that such transactions
may be modified or may not be completed at all, and related
net revenues may not be realized or may be materially less
than expected. Important factors that could have such a
result include, for underwriting transactions, a decline or
weakness in general economic conditions, an outbreak or
worsening of hostilities,
escalation or
continuation of
the war between Russia and Ukraine,
continuing volatility in the securities markets or an adverse
development with respect to the issuer of the securities and,
for advisory transactions, a decline in the securities markets,
an inability to obtain adequate financing, an adverse
development with respect to a party to the transaction or a
failure to obtain a required regulatory approval. For
information about other
that could
adversely affect our Investment banking fees, see “Risk
Factors” in Part I, Item 1A of this Form 10-K.

important

including

factors

the

funding, asset

Statements about the projected growth of our deposits and
other
liability management and funding
strategies and related interest expense savings, and our
platform solutions business, are subject to the risk that actual
growth and savings may differ, possibly materially, from that
currently anticipated due to, among other things, changes in
interest rates and competition from other similar products.

Statements about planned 2023 benchmark debt issuances
and the amount, composition and location of GCLA we
expect to hold are subject to the risk that actual issuances and
GCLA levels may differ, possibly materially,
from that
currently expected due to changes in market conditions,
business opportunities or our funding and projected liquidity
needs.

Statements about our expected provisions for credit losses are
subject to the risk that actual credit losses may differ and our
expectations may change, possibly materially, from that
currently anticipated due to, among other things, changes to
the composition of our loan portfolio and changes in the
economic environment in future periods and our forecasts of
future economic conditions, as well as changes in our models,
policies and other management judgments.

Statements about our future effective income tax rate are
subject to the risk that it may differ from the anticipated rate
indicated in such statements, possibly materially, due to,
among other things, changes in the tax rates applicable to us,
changes in our earnings mix, our profitability and entities in
which we generate profits, the assumptions we have made in
forecasting our expected tax rate,
the interpretation or
application of existing tax statutes and regulations, as well as
any corporate tax legislation that may be enacted or any
guidance that may be issued by the U.S. Internal Revenue
Service.

liquidity,

regulatory

the future state of our
ratios

Statements about
liquidity and
(including our SCB and G-SIB
regulatory capital
surcharge), and our prospective capital distributions (including
dividends and repurchases), are subject to the risk that our
actual
and capital
distributions may differ, possibly materially, from what is
currently expected due to, among other things, the need to use
capital to support clients, increased regulatory requirements
resulting from changes in regulations or the interpretation or
application of existing regulations,
results of applicable
supervisory stress tests, changes to the composition of our
balance sheet and the impact of taxes on share repurchases.

capital

ratios

from assets

Statements about the risk exposure related to the asset recovery
guarantee provided to the Government of Malaysia are subject
to the risk that the actual value of, or credit received for, assets
seized and returned to the
and proceeds
Government of Malaysia may be
than currently
anticipated. Statements about the progress or the status of
remediation activities relating to 1MDB are based on our
expectations
remediation plans.
Accordingly, our ability to complete the remediation activities
may change, possibly materially,
is currently
expected.

regarding our

from what

current

less

Statements about our objectives in management of our human
capital, including our diversity goals, are based on our current
expectations and are subject to the risk that we may not
achieve these objectives and goals due to, among other things,
competition in recruiting and attracting diverse candidates and
unsuccessful efforts in retaining diverse employees.

Statements about our sustainability and carbon neutrality
targets and goals are based on our current expectations and are
subject to the risk that we may not achieve these targets and
goals due to, among other things, global socio-demographic
lack of technological
and economic trends, energy prices,
innovations, climate-related conditions and weather events,
legislative and regulatory changes, consumer behavior and
demand, and other unforeseen events or conditions.

Statements about future inflation are subject to the risk that
actual inflation may differ, possibly materially, due to, among
other things, changes in economic growth, unemployment or
consumer demand.

Statements about the impact of Russia’s invasion of Ukraine
and related sanctions and other developments on our business,
results and financial position are subject to the risks that
hostilities may escalate and expand,
that sanctions may
impact may differ, possibly
increase and that
materially, from what is currently expected.

the actual

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Item 1A. Risk Factors

We face a variety of risks that are substantial and inherent in
our businesses.

The following is a summary of some of the more important
factors that could affect our businesses:

Market
• Our businesses have been and may in the future be
adversely affected by conditions in the global financial
markets and broader economic conditions.

• Our businesses have been and may in the future be
adversely affected by declining asset values, particularly
where we have net “long” positions, receive fees based on
the value of assets managed, or receive or post collateral.

• Our market-making activities have been and may in the
future be affected by changes in the levels of market
volatility.

• Our

investment banking, client

intermediation, asset
management and wealth 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 declines in economic
activity and other unfavorable economic, geopolitical or
market conditions.

• Our asset management and wealth management businesses
have been and may in the future be adversely affected by
the poor
investment
investment performance of our
products or a client preference for products other than
those which we offer or for products that generate lower
fees.

Credit
• Our businesses, profitability and liquidity may be adversely
affected by deterioration in the credit quality of or defaults
by third parties.

• Concentration of risk increases the potential for significant
losses in our market-making, underwriting, investing and
financing activities.

• Derivative transactions and delayed documentation or
settlements may expose us to credit risk, unexpected risks
and potential losses.

Operational
• A failure in our operational systems or human error,
malfeasance or other misconduct, could impair our
liquidity, disrupt our businesses, result in the disclosure of
confidential information, damage our reputation and cause
losses.

• A failure or disruption in our infrastructure, or in the
operational systems or infrastructure of third parties, could
impair our liquidity, disrupt our businesses, damage our
reputation and cause losses.

• 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.

• We may incur losses as a result of
management processes and strategies.

ineffective risk

• Inflation has had, and could continue to have, a negative
effect on our business, results of operations and financial
condition.

Legal and Regulatory
• Our businesses and those of our clients are subject to

extensive and pervasive regulation around the world.

Liquidity
• Our liquidity, profitability and businesses may be adversely
affected by an inability to access the debt capital markets
or to sell assets.

• Our businesses have been and may in the future be
adversely affected by disruptions or lack of liquidity in the
credit markets,
including reduced access to credit and
higher costs of obtaining credit.

• Reductions in our credit ratings or an increase in our credit
spreads may adversely affect our liquidity and cost of
funding.

• Group Inc. is a holding company and its liquidity depends
on payments and loans from its subsidiaries, many of
which are subject to legal, regulatory and other restrictions
on providing funds or assets to Group Inc.

Goldman Sachs 2022 Form 10-K

• A failure to appropriately identify and address potential
conflicts of interest could adversely affect our businesses.

• We may be adversely affected by increased governmental

and regulatory scrutiny or negative publicity.

• Substantial

criminal

civil 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.

liability or

• In conducting our businesses around the world, we are
subject to political, legal, regulatory and other risks that
are inherent in operating in many countries.

• The application of regulatory strategies and requirements
jurisdictions to facilitate the
in the U.S. and non-U.S.
orderly resolution of
institutions could
create greater risk of loss for Group Inc.’s security holders.

large financial

• The application of Group Inc.’s proposed resolution
strategy could result in greater losses for Group Inc.’s
security holders.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

• Our commodities activities, particularly our physical
commodities activities, subject us to extensive regulation
and
including
environmental, reputational and other risks that may
expose us to significant liabilities and costs.

potential

involve

certain

risks,

Competition
• Our results have been and may in the future be adversely

affected by the composition of our client base.

• The financial services industry is highly competitive.

• The growth of electronic trading and the introduction of
new products and technologies,
including trading and
distributed ledger technologies, including cryptocurrencies,
has increased competition.

• Our businesses would be adversely affected if we are

unable to hire and retain qualified employees.

Developments

and General

Market
Environment
• Our businesses, financial condition, liquidity and results of
operations have been and may in the future be adversely
affected by unforeseen or catastrophic events, including
pandemics, terrorist attacks, extreme weather events or
other natural disasters.

Business

• Climate change could disrupt our businesses and adversely
affect client activity levels and the creditworthiness of our
clients and counterparties, and our efforts to address
concerns relating to climate change could result in damage
to our reputation.

• Our business, financial condition, liquidity and results of
operations may be adversely affected by disruptions in the
global economy caused by Russia’s invasion of Ukraine
and related sanctions and other developments.

• Certain of our businesses, our funding instruments and
financial products may be adversely affected by changes in
or the discontinuance of Interbank Offered Rates (IBORs),
in particular USD LIBOR.

• Certain of our businesses and our funding instruments may
be adversely affected by changes in other reference rates,
currencies, indexes, baskets or ETFs to which products we
offer or funding that we raise are linked.

• Our business, financial condition, liquidity and results of
operations may be adversely affected by disruptions in the
global economy caused by escalating tensions between the
U.S. and China.

• We face enhanced risks as new business initiatives and
acquisitions lead us to engage in new activities, operate in
new locations, transact with a broader array of clients and
counterparties and expose us to new asset classes and
markets.

• We may not be able to fully realize the expected benefits or
synergies from acquisitions or other business initiatives in
the time frames we expect, or at all.

The following are detailed descriptions of our Risk Factors
summarized above:

Market

Our businesses have been and may in the future be
adversely affected by conditions in the global financial
markets and broader economic conditions.

Many of 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 and creditworthiness.
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 conditions that result in transparent,
liquid and efficient capital markets, low inflation, business,
consumer and investor
stable geopolitical
confidence,
conditions and strong business earnings.

Unfavorable or uncertain economic and market conditions
can be caused by: low levels of or declines in economic
growth, business activity or investor, business or consumer
confidence; concerns over a potential recession; changes in
spending or borrowing patterns; pandemics;
consumer
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; high levels of inflation or stagflation; concerns
about sovereign defaults; uncertainty concerning fiscal or
monetary policy, government shutdowns, debt ceilings or
the extent of and uncertainty about potential
funding;
regulatory changes;
in tax rates and other
increases
limitations on international
laws and
regulations that limit trading in, or the issuance of, securities
of
issuers outside their domestic markets; 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,
transportation
energy transmission or
instability or uncertainty;
networks or other geopolitical
corporate, political or other scandals that reduce investor
confidence in capital markets; extreme weather events or
other natural disasters; or a combination of these or other
factors.

trade and travel;

The financial services industry and the securities and other
financial markets have been materially and adversely affected
in the past by significant declines in the values of nearly all
asset classes, by a serious lack of liquidity and by high levels
of borrower defaults. In addition, concerns about actual or
potential
inflation and other
borrowing costs, a resurgence of COVID-19 cases, European
sovereign debt risk and its impact on the European banking
system, and limitations on international trade, have, at times,
negatively impacted the levels of client activity.

increases in interest rates,

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

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, has
in the past negatively impacted client activity, which can
adversely affect 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.

Changes, or proposed changes, to U.S. international trade
and investment policies, particularly with important trading
partners, have in recent years negatively impacted financial
markets. Continued or escalating tensions may result in
further actions taken by the U.S. or other countries that could
disrupt international trade and investment and adversely
affect financial markets. Those actions could include, among
others, the implementation of sanctions, tariffs or foreign
exchange measures, the large-scale sale of U.S. Treasury
trade,
securities or other
investment, or transfer of information or technology. Any
such developments could adversely affect our or our clients’
businesses.

restrictions on cross-border

Financial institution returns may be negatively impacted by
increased funding costs due in part to the lack of perceived
government support of such institutions in the event of future
financial crises relative to financial institutions in countries in
In addition,
which governmental support
liquidity in the financial markets has in the past been, and
could in the future be, negatively impacted as market
participants and market practices and structures adjust to
evolving regulatory frameworks.

is maintained.

and

limit

including Treasury securities

In January 2023, the outstanding debt of the U.S. reached its
statutory
the U.S. Treasury Department
commenced taking extraordinary measures to prevent the
U.S. from defaulting on its obligations. If Congress does not
the U.S. could default on its
raise the debt ceiling,
obligations,
that play an
integral role in financial markets. A default by the U.S. could
result in unprecedented market volatility and illiquidity,
heightened operational risks relating to the clearance and
settlement of transactions, margin and other disputes with
clients and counterparties, an adverse impact to investors
including money market funds that invest in U.S. Treasuries,
downgrades in the U.S. credit rating, further increases in
interest rates and borrowing costs and a recession in the U.S.
or other economies. Even if the U.S. does not default,
continued uncertainty relating to the debt ceiling could result
in downgrades of
the U.S. credit rating, which could
adversely affect market conditions, lead to margin disputes,
further increases in interest rates and borrowing costs and
necessitate significant operational changes among market
participants,
the federal
including us. A downgrade of
rating could also materially and
government’s
adversely affect
for repurchase agreements,
securities borrowing and lending, and other financings
collateralized by U.S. Treasury or
typically
agency
obligations. Further,
liquidity and credit
the fair value,
ratings of securities issued by, or other obligations of,
agencies of the U.S. government or related to the U.S.
government or its agencies, as well as municipal bonds could
be similarly adversely affected.

the market

credit

Goldman Sachs 2022 Form 10-K

affected

Our businesses have been and may in the future be
values,
adversely
particularly where we have net “long” positions,
receive fees based on the value of assets managed, or
receive or post collateral.

declining

asset

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 or other periodic basis and declines in asset
values directly and promptly impact our earnings, unless we
have effectively “hedged” our exposures to those declines.

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
it may not be possible or
and liquid trading markets),
economic to hedge our 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 values of the assets.
Sudden declines and significant volatility in the prices of
assets have in the past substantially curtailed or eliminated,
and may in the future substantially curtail or eliminate, the
trading markets for certain assets, which may make it
difficult to sell, hedge or value such assets. We may incur
losses from time to time as trading markets deteriorate or
cease
to loan
commitments we have made or securities offerings we have
underwritten. The inability to sell or effectively hedge assets
reduces our ability to limit losses in such positions and the
difficulty in valuing assets has in the past negatively affected,
and may in the future negatively affect, our capital, liquidity
or leverage ratios, our funding costs and our ability to deploy
capital.

including with respect

to function,

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 would ordinarily reduce the value of our clients’
portfolios or fund assets, which in turn would typically
reduce the fees we earn for managing such assets.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

if possible,

We post collateral to support our obligations and receive
collateral that supports the obligations of our clients and
counterparties. 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
trading
additional collateral or,
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
If we are the party providing
is decreased.
positions
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.

reduce its

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 the collateral have in the past resulted in
and may in the future, 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
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, including
in violation of law, or caused a client or counterparty to go
out of business.

supporting the obligation.

Our market-making activities have been and may in
the future 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
in the future reduce these opportunities and the level of client
activity associated with them and adversely affect the results
of these activities. 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 may
cause us to reduce our 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 those
circumstances, we have been and may in the future 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 intermediation, asset
management and wealth 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
declines in economic activity and other unfavorable
economic, geopolitical or market conditions.

derived

banking

revenues

Our investment banking business has been and may in the
future be adversely affected by market conditions. Poor
conditions and other uncertain geopolitical
economic
conditions may 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 advisory transactions, which would
likely have an adverse effect on our revenues and our profit
margins. In particular, because a significant portion of our
investment
from our
participation in large transactions, a decline in the number of
large transactions has in the past and would in the future
adversely affect our investment banking business. Similarly,
in recent years, cross-border initial public offerings and other
securities offerings have
significant
proportion of new issuance activity. Legislative, regulatory or
other changes that limit trading in, or the issuance of,
securities outside the issuers’ domestic markets, that result in
or could result in the delisting or removal of securities from
exchanges or indices, have in the past adversely affected and
would in the future adversely affect our underwriting and
client intermediation businesses. Furthermore, changes, or
proposed changes, to international trade and investment
policies of the U.S. and other countries could negatively affect
market activity levels and our revenues.

accounted for

In certain circumstances, market uncertainty or general
declines in market or economic activity may adversely affect
our client intermediation 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.

volatility

and adverse

Market uncertainty,
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 asset management and wealth
management businesses. Even if clients do not withdraw their
funds, they may invest them in products that generate less fee
income.

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Our asset management and wealth management
businesses have been and may in the future be
adversely
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.

affected

poor

the

Poor investment returns in our asset management and wealth
management businesses, 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, affect 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 AUS or the
commissions and net spreads that we earn for selling other
investment products, 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
if, due to changes in
loss of management fees. Further,
investor sentiment or the relative performance of certain asset
classes or otherwise, clients continue to invest in products
that generate lower fees (e.g., passively managed or fixed
income products), our average effective management fee
would continue to decline and our asset management and
wealth management businesses could be adversely affected.

Inflation has had, and could continue to have, a
negative effect on our business, results of operations
and financial condition.

Inflationary pressures have affected economies,
financial
markets and market participants worldwide. Inflationary
pressures have increased certain of our operating expenses,
and have adversely affected consumer sentiment and CEO
confidence. Central bank responses to inflationary pressures
have also resulted in higher market interest rates, which, in
turn, have contributed to lower activity levels across financial
markets, in particular for debt underwriting transactions and
mortgage originations, and resulted in lower values for
certain financial assets which have adversely affected our
equity and debt investments. Higher interest rates increase
our borrowing costs and have required us to increase interest
paid on our deposits. If inflationary pressures persist, our
expenses may increase further; we may be unable to achieve
our efficiency ratio target; activity levels for certain of our
businesses, in particular debt underwriting and mortgages,
may remain at low levels or decline further; our interest
expense could increase faster than our interest
income,
reducing our net interest income and net interest margin;
certain of our investments could continue to incur losses or
generally low levels of returns; AUS could decline, reducing
management and other fees; economies worldwide could
experience recessions; and we could continue to operate in a
generally unfavorable economic and market environment.

Goldman Sachs 2022 Form 10-K

Liquidity

Our liquidity, profitability and businesses may be
adversely affected by an inability to access the debt
capital markets or to sell assets.

the failures of

Liquidity is essential to our businesses. It is of critical
importance to us, as most of
financial
institutions have occurred in large part due to insufficient
liquidity. Our liquidity may be impaired by an inability to
access secured and/or unsecured debt markets, an inability to
raise or retain deposits, an inability to access funds from our
subsidiaries or otherwise allocate liquidity optimally, an
inability to sell assets or redeem our investments, lack of
timely settlement of transactions, unusual deposit outflows,
or other unforeseen outflows of cash or collateral, such as in
March 2020, when corporate clients drew on revolving credit
facilities in response to the COVID-19 pandemic. This
situation may arise due to circumstances that we may be
unable to control, such as a general market or economic
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.

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 financing activities may lead to situations
where
represent a
significant portion of specific markets, which could restrict
liquidity for our positions.

from these activities

the holdings

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. For example, in
2021, an investment management firm with large positions
with several
institutions defaulted, resulting in
rapidly declining prices in the securities underlying those
positions. In addition, clearinghouses, exchanges and other
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.

financial

large

liquidity

Numerous regulations have been adopted that impose more
stringent
financial
requirements
institutions, including us. These regulations require us to
hold large amounts of highly liquid assets and reduce our
flexibility to source and deploy funding. In addition, our need
to manage our operations in light of certain regulatory
requirements when applicable thresholds are met has in the
past limited and may in the future limit our ability to raise
deposits in GSIB or other funding, which could adversely
affect our liquidity or ability to respond efficiently to
liquidity stress.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Our businesses have been and may in the future be
adversely affected by disruptions or lack of liquidity 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 and commercial paper, by raising
deposits at our bank subsidiaries, by issuing hybrid financial
instruments and 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 clients’
merger and acquisition transactions, particularly large
and
transactions,
underwriting businesses.

and adversely

affect our

advisory

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
the
profitability of these businesses.

transaction risk or decrease

Reductions in our credit ratings or an increase in our
credit spreads may adversely affect our liquidity and
cost of funding.

Our credit ratings are important to our liquidity. A 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 to make significant cash
payments or securities movements.

As of December 2022, 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 $343 million in the event of a one-notch
downgrade of our credit ratings and $1.12 billion in the event
of a two-notch downgrade of our credit
ratings. 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.

this

funding. Changes

Our cost of obtaining long-term unsecured funding is directly
related to our credit spreads (the amount in excess of the
interest rate of benchmark securities that we need to pay).
Increases in our credit spreads can significantly increase our
spreads are
cost of
continuous, market-driven,
to
times
unpredictable and highly volatile movements. Our credit
spreads are also influenced by market perceptions of our
creditworthiness and 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.

and subject

in credit

Goldman Sachs 2022 Form 10-K

Furthermore, Group Inc. has guaranteed the payment
obligations of certain of its subsidiaries, including GS&Co.
and GS Bank USA, subject to certain exceptions. In addition,
Group Inc. guarantees many of the obligations of its other
consolidated subsidiaries on 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.

recovery and resolution plans

The requirements for us and certain of our subsidiaries to
develop and submit
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
efficient.
may
Furthermore, arrangements
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.

operationally
to facilitate our

deem most

otherwise

See “Business — Regulation” in Part I, Item 1 of this Form
10-K for further information about regulatory restrictions.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Group Inc.
is a holding company and its liquidity
depends on payments and loans from its subsidiaries,
many of which are subject to legal, regulatory and
other restrictions on providing funds or assets to
Group Inc.

Group Inc. is a holding company and, therefore, depends on
dividends, distributions, loans and other payments from its
subsidiaries to fund share repurchases and dividend payments
including debt
and to fund payments on its obligations,
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.

In addition, our broker-dealer and bank entities and their
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
increased capital and liquidity
related-party transactions,
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
to such subsidiaries.
funding
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
the
reorganization is
subsidiary’s creditors.

to the prior

claims of

additional

subject

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 (which may also be subject to “bail-in”
powers, as described below) at those entities in order to
protect clients and creditors of those entities in the event of
financial difficulties involving those 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, or to Group Inc., including in times of
stress, thereby increasing the overall
level of capital and
liquidity required by us on a consolidated basis.

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Credit

Our businesses, profitability and liquidity may be
adversely affected by deterioration in the credit quality
of or defaults by third parties.

Concentration of
for
significant losses in our market-making, underwriting,
investing and financing activities.

risk increases the potential

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.

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 typically
increased
increase significantly in times of market stress,
volatility 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 have limits and regularly review credit
exposures to specific clients and counterparties and to
specific industries, countries and regions that we believe may
present credit concerns, default risk may arise from events or
circumstances that are difficult to detect or foresee.

and size of

activities. The number

Concentration of risk increases the potential for significant
investing and
losses in our market-making, underwriting,
financing
these
transactions has affected and may in the future affect our
results of operations in a given period. Moreover, because of
concentrated 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. Disruptions in the
credit markets have in the past substantially curtailed or
eliminated, and may in the future substantially curtail or
eliminate, the trading markets for loans we originate. These
disruptions may make it difficult for us to sell or value such
assets, which may result in losses for us from time to time.

transactions

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
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 borrowers,
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, countries
function as we have anticipated.
and regions may not
Regulatory reform, including the Dodd-Frank Act, has led to
increased centralization of trading activity through particular
clearinghouses, central agents or exchanges, which has
significantly increased our concentration of risk with respect
to these entities. While our activities expose us to many
and countries, we
different
counterparties
transactions with
routinely execute a high volume of
services activities,
engaged in financial
counterparties
including
banks,
clearinghouses, exchanges and investment funds. This has
resulted in significant credit concentration with respect to
these counterparties.

commercial

industries,

dealers,

brokers

and

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Derivative transactions and delayed documentation or
settlements may expose us to credit risk, unexpected
risks and potential losses.

are

and

negotiated

individually

We are party to a large number of derivative transactions,
these derivative
including credit derivatives. Many of
instruments
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

risk

involve

transactions

that
also
Derivative
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.

able

As a signatory to the ISDA Universal Protocol or U.S. ISDA
Protocol (ISDA Protocols) and being subject to the FRB’s and
FDIC’s rules on QFCs and similar rules in other jurisdictions,
we may not be
against
counterparties and, as this 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. The ISDA Protocols and these rules and
regulations extend to repurchase agreements and other
instruments that are not derivative contracts.

to exercise

remedies

transactions,

contracts and other

Derivative
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.

In addition, as new complex derivative products are created,
covering a wider array of underlying credit and other
instruments, disputes about the terms of 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
credit
requiring central
derivatives and other OTC derivatives, or a market shift
toward standardized derivatives, could reduce the risk
associated with these
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. In
addition, these provisions have increased our credit exposure
to central clearing platforms.

transactions, but under

clearing of

Goldman Sachs 2022 Form 10-K

Operational

A failure in our operational systems or human error,
malfeasance or other misconduct, could impair our
liquidity, disrupt our businesses,
in the
result
information, damage our
disclosure of confidential
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.

rules

to execute

transactions

and report

and regulations worldwide

govern our
Many
such
obligations
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 follow these rules or to report timely, accurate and
complete information in accordance with these rules. As
reporting requirements expand, compliance with these rules
and regulations has become more challenging.

and

increase,

developing

exchanges)

As our client base,
including through our consumer
businesses, 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
and
maintaining our operational systems and infrastructure has
become more challenging, and the risk of systems or human
error in connection with such transactions has increased, as
have the potential consequences of such errors due to the
speed and volume of transactions involved and the potential
difficulty associated with discovering errors quickly enough
to limit
risks are
exacerbated in times of increased volatility. As with other
similarly situated institutions, we utilize credit underwriting
including our
models in connection with our businesses,
consumer-oriented
publicity,
or
whether or not accurate, that our underwriting decisions do
not treat consumers or clients fairly, or comply with the
applicable law or regulation, can result in negative publicity,
reputational damage and governmental and regulatory
scrutiny, investigations and enforcement actions.

resulting consequences. These

activities. Allegations

the

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

financial,

Our
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 pursue our
objective of ensuring 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
associated with
create
implementing new systems and integrating them with
existing ones.

costs

risks

and

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. Their importance has
continued to increase, in particular in light of work-from-
home arrangements. Computers and computer networks are
subject to various risks,
including, among others, cyber
attacks, inherent technological defects, system failures and
human error. For example, fundamental security flaws in
computer chips found in many types of these computing
devices and phones have been reported in the past and may
occur in the future. The use of personal devices by our
employees or by our vendors for work-related activities also
presents risks related to potential violations of record
retention and other requirements. Cloud technologies are
also critical to the operation of our systems and platforms
and our reliance on cloud technologies is growing. Service
disruptions have resulted, and may result in the future, in
delays in accessing, or the loss of, data that is important to
our businesses and may hinder our clients’ access to our
platforms. There have been a number of widely publicized
cases of outages
to cloud
computing providers. Addressing these and similar issues
could be costly and affect the performance of these businesses
and systems. Operational risks may be incurred in applying
fixes and there may still be residual security risks.

in connection with access

technology

Notwithstanding
and
the proliferation of
technology-based risk and control systems, our businesses
ultimately rely on people as our greatest resource, and, from
time to time, they have in the past and may in the future
make mistakes or engage in violations of applicable policies,
laws, rules or procedures that are not always caught
immediately by our technological processes or by our
controls and other procedures, which are intended to prevent
and detect such errors or violations. These have in the past
and may in the future include calculation errors, mistakes in
addressing emails, errors in software or model development
or implementation, or simple errors in judgment, as well as
intentional efforts to ignore or circumvent applicable policies,
laws, rules or procedures. Human errors, malfeasance and
other misconduct, including the intentional misuse of client
information in connection with insider trading or for other
purposes, even if promptly discovered and remediated, has in
the past resulted and may in the future result in reputational
damage and losses and liabilities for us.

The majority of the employees in our primary locations,
including the New York metropolitan area, London,
Bengaluru, Hyderabad, Hong Kong, Tokyo, Salt Lake City
and Dallas, work in close proximity to one another. Our
headquarters is located in the New York metropolitan area,
and we have our largest employee concentration occupying
the Hudson River
two principal office buildings near
waterfront. They are subject to potential catastrophic events,
including, but not
terrorist attacks, extreme
weather, or other hostile events that could negatively affect
to maintain
our business. Notwithstanding our efforts
business continuity, business disruptions
impacting our
offices and employees could lead to our employees’ inability
to occupy the offices, communicate with or travel to other
office locations or work remotely. As a result, our ability to
service and interact with clients may be adversely impacted,
due to our failure or inability to successfully implement
business contingency plans.

limited to,

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

A failure or disruption in our infrastructure, or in the
operational systems or infrastructure of third parties,
could impair our liquidity, disrupt our businesses,
damage our reputation and cause losses.

failure or

We face the risk of operational
significant
operational delay, termination or capacity constraints of any
of the clearing agents, exchanges, clearinghouses 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 or significant operational delay with respect to our
clients’ systems.

termination or

There has been significant consolidation among clearing
agents, exchanges and clearinghouses and an increasing
number of derivative transactions are cleared on exchanges,
which has increased our exposure to operational failure or
significant operational delay,
capacity
constraints of the particular financial intermediaries that we
use and could affect our ability to find adequate and cost-
effective alternatives in the event of any such failure, delay,
termination or constraint. Industry consolidation, whether
intermediaries,
among market participants or
increases
significant
operational delay as disparate complex systems need to be
integrated, often on an accelerated basis.

the risk of operational

failure or

financial

The interconnectivity of multiple financial institutions with
central agents, exchanges and clearinghouses, and the
increased centrality of these entities, increases the risk that an
operational failure at one institution or entity may cause an
failure that could materially
industry-wide operational
impact our ability to conduct business. Interconnectivity of
financial institutions with other companies through, among
other things, application programming interfaces or APIs
termination or
presents similar risks. Any such failure,
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.

Despite our resiliency plans and facilities, our ability to
conduct business may be adversely impacted by a disruption
in the infrastructure that supports our businesses and the
communities where we are located. This may include a
disruption involving electrical, satellite, undersea cable or
transportation or other
internet,
other communications,
facilities used by us, our employees or third parties with
which we
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.

conduct business,

including

Goldman Sachs 2022 Form 10-K

In addition, although we seek to diversify our third-party
vendors to increase our resiliency, we are exposed to risks if
our vendors operate in the same area and 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.

although the prevalence

involving financial products

and scope of
Additionally,
applications of distributed ledger technology, cryptocurrency
and similar technologies is growing, the technology is nascent
and may be vulnerable to cyber attacks or have other
inherent weaknesses. We are exposed to risks, and may
become exposed to additional risks, related to distributed
including through our facilitation of
ledger technology,
that use
clients’ activities
blockchain,
distributed
cryptocurrencies or other digital assets, our investments in
companies
seek to develop platforms based on
distributed ledger technology, the use of distributed ledger
technology by third-party vendors, clients, counterparties,
clearinghouses and other financial intermediaries, and the
receipt of
cryptocurrencies or other digital assets as
collateral. The market volatility that financial products using
distributed ledger technology have recently experienced may
increase these risks.

technology,

ledger

such

that

A failure to protect our computer systems, networks
and information, and our clients’ information, against
cyber attacks and similar threats could impair our
in the
ability to conduct our businesses,
disclosure,
confidential
theft or destruction of
information, damage our reputation and cause losses.

result

services

companies,

Our operations rely on the secure processing, storage and
transmission of confidential and other information in our
computer systems and networks and those of our vendors.
There have been a number of highly publicized cases
consumer-based
involving financial
companies, software and information technology service
providers, governmental agencies and other organizations
reporting the unauthorized access or 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 inadequate procedures or the failure to follow
procedures by employees or contractors or as a result of
including actions by foreign
actions by third parties,
governments. There have also been several highly publicized
cases where hackers have requested “ransom” payments in
exchange for not disclosing customer information or for
restoring access to information or systems.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

We are regularly the target of attempted cyber attacks,
including denial-of-service attacks, and must continuously
monitor and develop our systems to protect the integrity and
functionality of our technology infrastructure and access to
and the security of our data. We have faced a high volume of
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 consumers. The
migration of our communication from devices we provide to
employee-owned devices presents additional risks of cyber
attacks, as do work-from-home arrangements . In addition,
due to our interconnectivity with third-party vendors (and
their respective service providers), central agents, exchanges,
clearinghouses 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
impacts could include the loss of access to information or
services from the third party subject to the cyber attack or
other
in
unauthorized access to or disclosure of client, customer or
other
in turn,
interrupt certain of our businesses or adversely affect our
results of operations and reputation.

information security event or

information, which could,

could result

confidential

the

used

because

including

techniques

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
threats,
are
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 or sponsored by foreign governments or are
involved with organized crime or terrorist organizations.
Third parties may also attempt to place individuals in our
offices 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 proactively 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, cyber attacks on our vendors and other
events that could have a security impact. Risks relating to
cyber attacks on our vendors have been increasing given the
greater frequency and severity in recent years of supply chain
attacks affecting software and information technology service
providers. Due to the complexity and interconnectedness of
our
the process of enhancing our protective
measures can itself create a risk of systems disruptions and
security issues. In addition, protective measures that we
employ to compartmentalize our data may reduce our
visibility into, and adversely affect our ability to respond to,
cyber threats and issues with our systems.

systems,

transmitted through our computer

If one or more of these types of events occur, it potentially
could jeopardize our, our clients’, our counterparties’ or third
parties' confidential and other information processed, stored
in, or
systems and
networks, or otherwise cause interruptions or malfunctions
in our operations or those of our clients, counterparties or
third parties, which could impact their ability to transact
with us or otherwise result in legal or regulatory action,
significant losses or reputational damage. In addition, such
an event could persist for an extended period of time before
being properly detected or escalated, and, following detection
or escalation, it could take considerable time for us to obtain
full and reliable information about the extent, amount and
type of information compromised. During the course of an
investigation, we may not know the full impact of the event
and how to remediate it, and actions, decisions and mistakes
that are taken or made may further increase the negative
effects of the event on our business, results of operations and
reputation. Moreover, potential new regulations may require
us to disclose information about a material cybersecurity
incident before it has been resolved or fully investigated.

We have expended, and expect to continue to expend,
significant 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, as well as financial losses that are either not insured
against or not
fully covered through any insurance
maintained by us.

Our clients’ confidential information may also be at risk
from the compromise of clients’ personal electronic devices
or as a result of a data security breach at an unrelated
company. Losses due to unauthorized account activity could
harm our reputation and may have adverse effects on our
business, financial condition and results of operations.

The increased use of mobile and cloud technologies can
heighten these and other operational risks, as can work-from-
home arrangements. 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
in
misappropriation, corruption or loss of confidential and
other information. In addition, 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.

could disrupt our operations

and result

Goldman Sachs 2022 Form 10-K

In addition, the use of models in connection with risk
management and numerous other critical activities presents
risks that the models may be ineffective, either because of
poor design, ineffective testing, or improper or flawed inputs,
as well as unpermitted access to the models resulting in
unapproved or malicious changes to the model or its inputs.

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 those 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 expanded and intend to continue to expand the
product and geographic scope of our offerings of credit and
investment products to consumers, we are presented with
risk
different
monitoring and mitigation activities to account for these
business activities. A failure to adequately assess and control
such risk exposures could result in losses to us.

risks and must expand and adapt our

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.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

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,
in legal
counterparty or other third party could result
liability, regulatory action and reputational harm.

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
monitoring and risk mitigation techniques, those techniques
and the judgments that accompany their application cannot
anticipate every economic and financial outcome or the
specifics and timing of such outcomes. Thus, in the course of
our activities, we have incurred and may in the future incur
losses. Market conditions in recent years have involved
the limitations
unprecedented dislocations and highlight
inherent in using historical data to manage risk.

about

reflect

assumptions

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, 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 have been and may in the future
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.

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Legal and Regulatory

Our businesses and those of our clients are subject to
extensive and pervasive regulation around the world.

authorities,

things, as a result of

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 have been and may continue to be
subject to overlapping and divergent regulation in different
jurisdictions. Among other
law
regulators or private parties
enforcement
challenging our
and
regulations, we or our employees have been, and could be,
fined, criminally charged or sanctioned; prohibited from
engaging in some of our business activities; subjected to
limitations or conditions on our business activities, including
higher
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. These limitations or conditions may limit
our
our
and
profitability.

compliance with existing

requirements; or

negatively

activities

business

impact

capital

laws

tax

total

leverage,

liquidity,

planning,

requirements

long-term debt,

relating
burdens

to recovery
and

If there are new laws or regulations or changes in the
interpretation or enforcement of existing laws or regulations
applicable to our businesses or those of our clients, including
loss-
capital,
absorbing capacity and margin requirements, restrictions on
leveraged lending or other business practices, reporting
requirements,
and
compensation
resolution
restrictions, that are imposed on a limited subset of financial
institutions (whether based on size, method of funding,
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 stock transfers, share repurchases and other
levels of
financial
transactions, could adversely impact
market activity more broadly, and thus
impact our
businesses. Changes to laws or regulations, such as tax laws,
could also have a disproportionate impact on us, based on
the way those laws or regulations are applied to financial
services and financial firms or due to our corporate structure
or where these services are provided.

In addition to the impact on the scope and profitability of our
business activities, day-to-day compliance with existing laws
and regulations has involved and will 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.

Our revenues and profitability and those of our competitors
have been and will continue to be impacted by requirements
relating to capital, 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. The laws and regulations
that apply to our businesses are often complex and, in many
cases, we must make interpretive decisions regarding the
application of those laws and regulations to our business
activities. Changes in interpretations, whether in response to
conventions, our own
regulatory
reassessments or otherwise, could adversely affect our
results of operations or ability to satisfy
businesses,
applicable regulatory requirements,
such as capital or
liquidity requirements.

guidance,

industry

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 those
jurisdictions, or could cause us to incur significant costs
associated with changing our business practices, restructuring
our businesses, moving all or certain of our businesses and
our employees
locations or complying with
applicable capital requirements, including reducing dividends
or share repurchases, liquidating assets or raising capital in a
manner
funding costs or
otherwise adversely affects our shareholders and creditors.

that adversely increases our

to other

Goldman Sachs 2022 Form 10-K

We are also subject to laws and regulations, such as the
GDPR and the California Consumer Privacy Act, 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 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.

Further, the CRD requires certain non-E.U. groups with
more than €40 billion of assets in the E.U., such as us, to
establish an E.U. IHC by December 30, 2023. A non-E.U.
group may have two E.U. IHCs if a request for a second is
approved. If we are unable to obtain approval to have two
E.U. IHCs, we would be required to limit our European
subsidiary activities to those that are permissible for GSBE.

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 vulnerable to cyber attacks and misappropriation,
corruption or loss of information or technology.

subjects us

to numerous

We have entered into consumer-oriented deposit-taking,
lending and credit card businesses, and we may expand the
product and geographic scope of our offerings. Entering into
additional
these businesses
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
that have not historically
regulatory compliance risks,
applied to us. The level of regulatory scrutiny and the scope
of regulations affecting financial interactions with consumers
is often much greater than that associated with doing
business with institutions and high-net-worth individuals.
Complying with these regulations is time-consuming, costly
and presents new and increased risks.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

transactions;

requirements

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 adversely affect our
profitability. 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 restrictions on OTC derivatives markets
limitations on incentive compensation;
and 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
requirements, more
stringent requirements relating to liquidity, long-term debt
loss-absorbing capacity and the prohibition on
and total
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. We
may also become subject to higher and more stringent capital
and other
the
implementation of Basel Committee standards, including the
credit and operational risk capital standards published in
December 2017 and the market
standard
published in January 2019.

regulatory requirements as a result of

dealing with

risk capital

advisers

capital

As described in “Business — Regulation — Banking
Supervision and Regulation” in Part I, Item 1 of this Form 10-
K, the SCB has replaced the capital conservation buffer under
the Standardized Capital Rules and resulted in higher
Standardized capital ratio requirements. Failure to comply
with these requirements could limit our ability to, among
other things, repurchase shares, pay dividends and make
certain discretionary compensation payments. In addition, if,
as in 2020, we are required to resubmit our capital plan, we
generally may not make capital distributions, such as share
repurchases or dividends, without the prior approval of the
FRB. Dividends and repurchases are also subject to oversight
by the FRB, which can result in limitations. Limitations on
our ability to make capital distributions could, among other
things, prevent us from returning capital to our shareholders
and impact our return on equity. Additionally, as a G-SIB, we
are subject to the G-SIB surcharge. Our G-SIB surcharge is
updated annually based on financial data from the prior year.
Expansion of our businesses, growth in our balance sheet and
increased reliance on short-term wholesale funding have
resulted in increases and in the future may result in further
increases in our G-SIB surcharge and a corresponding
increase in our capital requirements.

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Our expansion into consumer-oriented activities will result in
a change to GS Bank USA's CRA requirements later in 2023,
such that GS Bank USA will no longer be assessed as a
“wholesale bank” for CRA compliance purposes and,
instead, will be assessed pursuant
to the framework
applicable to large commercial banks or pursuant to an
approved strategic plan. Any failure to comply with different
or expanded CRA requirements as a result of this change in
assessment methods could negatively impact GS Bank USA's
CRA ratings, cause reputational harm and result in limits on
our ability to make future acquisitions or engage in certain
new activities.

institutions or

Increasingly, regulators and courts have sought to hold
financial institutions liable for the misconduct of their clients
where they have determined that the financial institution
should have detected that
the client was engaged in
wrongdoing, even though the financial institution had no
direct knowledge of 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
controlled by financial
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 or investment adviser or in other roles for
individual, institutional, sovereign or investment fund clients,
any breach, or even an alleged breach, of such obligations
regulatory and
could have materially negative
reputational consequences.

legal,

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.

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 that client or 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.

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 its
subsidiaries and entities that are or could be viewed as
affiliates of ours and, under the Volcker Rule, transactions
between us and covered funds.

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
among our businesses. However, 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 adversely 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. Additionally, our One
Goldman Sachs initiative aims to increase collaboration
among our businesses, which may increase the potential for
actual or perceived conflicts of
interest and improper
information sharing. The realignment of our businesses,
reflected in our new segments beginning with the fourth
quarter of 2022, presents similar risks.

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

We may be
increased
governmental and regulatory scrutiny or negative
publicity.

affected by

adversely

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 remains at high levels. Political and public
sentiment regarding financial
institutions has in the past
resulted and may in the future result 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 statements that assert some 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.

Responding to these investigations and lawsuits, regardless of
the ultimate outcome of the proceeding, 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 and
certain regulators have been more likely in recent years to
commence enforcement actions or to support legislation
targeted at the financial services industry. Governmental
authorities may also be more likely to pursue criminal or
other actions, including seeking admissions of wrongdoing or
guilty pleas, in connection with the resolution of an inquiry
or investigation to the extent a company is viewed as having
previously
regulatory or other
misconduct. 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. Further, we are subject
to
regulatory settlements, orders and feedback that require
significant remediation activities, which require us to commit
significant resources, including hiring, as well as testing the
operation and effectiveness of new controls, policies and
procedures.

engaged in criminal,

The financial services industry generally and our businesses
in particular have been subject to negative publicity. Our
reputation and businesses may be adversely affected by
negative publicity or information regarding our businesses
and personnel, whether or not accurate or true, that may be
posted on social media or other internet forums or published
by news organizations. Postings on these types of forums may
also adversely impact risk positions of our clients and other
parties that owe us money, securities or other assets and
increase the chance that
they will not perform their
obligations to us or reduce the revenues we receive from their
use of our services. The speed and pervasiveness with which
information can be disseminated through these channels, in
particular social media, may magnify risks relating to
negative publicity.

Goldman Sachs 2022 Form 10-K

Substantial civil or criminal
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 of our legal and
regulatory proceedings and investigations. We have seen legal
claims by consumers and clients increase in a market
downturn and employment-related claims increase following
periods
reduced our headcount.
Additionally, governmental entities have been plaintiffs and
are parties in certain of our legal proceedings, and we may
face future civil or criminal actions or claims by the same or
other governmental entities, as well as follow-on civil
litigation that
regulatory
settlements.

is often commenced after

in which we have

Significant settlements by several large financial institutions,
including, in some cases, us, with governmental entities have
been publicly announced. The trend of large settlements with
governmental entities may adversely affect the outcomes for
other financial institutions, including, in some cases, us, in
similar actions, especially where governmental officials have
announced that the large settlements will be used as the basis
or a template for other settlements. The uncertain regulatory
enforcement environment makes it difficult
to estimate
probable losses, which can lead to substantial disparities
between legal reserves and subsequent actual settlements or
penalties.

Claims of collusion or anti-competitive conduct have become
more common. Financial institutions (including us) have been
subject to civil cases and investigatory demands relating to
alleged bid-rigging, group boycotts or other anti-competitive
practices. Antitrust laws generally provide for joint and
several
liability and treble damages. These claims have
resulted in significant settlements and fines in the past and
may do so in the future.

We are subject to laws and regulations worldwide, including
the FCPA 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 these or similar
laws and regulations have in the past resulted in and could in
the future result in significant monetary penalties. Such
violations could also result in severe restrictions on our
activities and damage to our reputation.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Certain law enforcement authorities have recently required
in some cases, criminal
admissions of wrongdoing, and,
pleas, as part of the resolutions of matters brought against
financial institutions or their employees. See for example,
“1MDB-Related Matters” in Note 27 to the consolidated
financial statements in Part II, Item 8 of this Form 10-K. Any
such resolution of a criminal matter involving us or our
employees could lead to increased exposure to civil litigation,
could adversely affect our
in
penalties or limitations on our ability to conduct our
activities generally or in certain circumstances and could have
other negative effects. Further, as a result of this type of
settlement, we are no longer a “well-known seasoned issuer,”
which places limitations on the manner in which we can
market our securities.

reputation, could result

In conducting our businesses around the world, we
are subject to political,
legal, regulatory and other
risks that are inherent in operating in many countries.

restrictive

governmental

actions. For

In conducting our businesses and supporting our global
operations, we are subject to risks of possible nationalization,
expropriation, price controls, capital controls, exchange
controls, communications and other content restrictions, and
other
example,
sanctions have been imposed by the U.S. and the E.U. on
certain individuals and companies in Russia and Venezuela.
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. We have been in
some cases subject to divergent and conflicting laws and
regulations across markets, and we are increasingly subject to
the risk that the jurisdictions in which we operate have
implemented or may implement laws and regulations that
directly conflict with those of another jurisdiction. Any
determination by local regulators that we have not acted in
compliance with the application of local laws in a particular
market or our
to develop effective working
relationships with local regulators could have a significant
and negative effect not only on our businesses in that market,
in some
but also on our reputation generally. Further,
jurisdictions a failure, or alleged failure, to comply with laws
and regulations has subjected and may in the future subject
us and our personnel not only to civil actions, but also
criminal actions and other sanctions. We are also subject to
the enhanced risk that transactions we structure might not be
legally enforceable in all cases.

failure

laws

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
relating to doing business with certain
individuals, groups and countries, such as the FCPA, the BSA
and the U.K. Bribery Act. While we have invested and
continue to invest significant resources in training and in
compliance monitoring, the geographical diversity of our
operations, employees, clients and consumers, 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. See
for example, “1MDB-Related Matters” in Note 27 to the
consolidated financial statements in Part II, Item 8 of this
Form 10-K.

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, and we have had and may in the future have
employee misconduct. This misconduct has included and
may also in the future include intentional efforts to ignore or
circumvent applicable policies,
rules or procedures or
misappropriation of
funds and the theft of proprietary
information, including proprietary software. It 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, as reflected by
the settlements relating to 1MDB.

Goldman Sachs 2022 Form 10-K

OLA also provides the FDIC with authority to cause
the financial company in
creditors and shareholders of
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 possible.

In addition, certain jurisdictions, including the U.K. and the
E.U., have implemented 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. For example, the Bank of England requires a
certain amount of intercompany funding that we provide to
our material U.K. subsidiaries to contain a contractual trigger
to expressly permit the Bank of England to exercise such
the
certain
“bail-in”
intercompany funding we provide to our subsidiaries is
“bailed in,” Group Inc.’s claims on its subsidiaries would be
subordinated to the claims of the subsidiaries’ third-party
creditors or written down. U.S. regulators are considering
and non-U.S. authorities have adopted requirements that
certain subsidiaries of large financial institutions maintain
minimum amounts of
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.

circumstances.

powers

total

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

regulatory

application

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 IDI or a
BHC,” 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 our debtholders.

The FDIC has announced that a single point of entry strategy
may be a desirable strategy under OLA to resolve a large
financial institution in a manner that would, among other
things, 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.

Assuming Group Inc. entered resolution proceedings and that
support from Group Inc. or other available resources to its
subsidiaries was sufficient
to enable the subsidiaries to
remain solvent,
the subsidiary level would be
losses at
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.

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

The application of Group Inc.’s proposed resolution
strategy could result in greater losses for Group Inc.’s
security holders.

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,
of
through
intercompany indebtedness, the extension of the maturities of
intercompany indebtedness and the extension of additional
intercompany loans. If this 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.

forgiveness

including

the

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 subsidiaries
would incur no losses because those 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 of its guarantee obligations
relating to its major subsidiaries’ derivative contracts or
transfer them to another entity so that cross-default and early
ISDA
termination rights would be
Protocols, as applicable, 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 the
beneficiaries 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 of Group Inc.’s major subsidiaries.

stayed under

the

To facilitate the execution of our resolution plan, we formed
Funding IHC. In exchange for an unsecured subordinated
funding note and equity interest, Group Inc. transferred
certain intercompany receivables and substantially all of its
GCLA to Funding IHC, and agreed to transfer additional
GCLA above prescribed thresholds.

forgiven,

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 financial resources deteriorate so severely that resolution
may be imminent, (i) the committed line of credit will
automatically terminate and the unsecured subordinated
(ii) all
funding note will automatically be
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.

If Group Inc.’s proposed resolution strategy were not
financial condition would be
successful, Group Inc.’s
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 processes,
including incorporating feedback from our 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 commodities activities, particularly our physical
commodities activities, subject us to extensive
regulation and involve
risks,
including environmental, reputational and other risks
that may expose us to significant liabilities and costs.

certain potential

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
precious), minerals (including unenriched uranium), emission
credits, coal, freight and related products and indices.

We make investments in and finance entities that engage in
the production, storage and transportation of numerous
commodities, including many of the commodities referenced
above.

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

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,
transportation of
water quality, waste management,
hazardous substances, natural resources, site remediation and
health and safety. Additionally,
rising climate change
concerns have led to additional regulation that could increase
the operating costs and adversely affect the profitability of
certain 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.

Competition

Our results have been and may in the future be
adversely affected by the 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 have resulted in the past and may result
in the future 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 some
of our competitors and such clients have in the past been and
may in the future be disproportionately affected by low
volatility.

leaks,

spills or

transport vessels,

release of hazardous

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
including those arising from the breakdown or
control,
failure of
storage facilities or other
equipment or processes or other mechanical malfunctions,
fires,
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 to safely transport 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.

The occurrence of any of such events may prevent us from
performing under our agreements with clients, may impair
our operations or
in
litigation, regulatory action, negative publicity or other
reputational harm.

results and may result

financial

We may also be required to divest or discontinue certain of
these activities for regulatory or legal reasons or due to the
transition to a less carbon-dependent economy in response to
climate change.

Goldman Sachs 2022 Form 10-K

less

simply

favorable

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 have also resulted in the
past and may result in the future 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 some of our peers and
therefore those competitors may benefit more from increased
clients. Similarly, we have not
activity by corporate
historically engaged in retail equities intermediation to the
same extent as other financial institutions, which has in the
past affected and could in the future adversely affect our
market share in equities execution.

The financial services industry is highly competitive.

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, our products and services, innovation,
reputation, creditworthiness and price. There has been
substantial consolidation and convergence among companies
in the financial services industry. This has 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. As we have expanded into new business
areas and new geographic regions, we have faced competitors
with more experience and more established relationships
with clients, regulators and industry participants in the
relevant market, which could adversely affect our ability to
expand our businesses.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Governments and regulators have adopted regulations,
adopted compensation restrictions or
imposed taxes,
otherwise put forward various proposals that have impacted
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, in response to
competitive pressure we have experienced, we have extended
and priced credit at levels that in some cases have not fully
compensated us for the risks we undertook.

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, they may not be effective. 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.

The growth of electronic trading and the introduction
of new products and technologies, including trading
and
including
ledger
cryptocurrencies, has increased competition.

technologies,

distributed

Technology is fundamental to our business and our industry.
The growth of electronic trading and the introduction of new
technologies is changing our businesses and presenting us
futures and options
with new challenges. Securities,
transactions are increasingly occurring 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 these alternative
trading systems compete with us, particularly our exchange-
based market-making activities, and we may experience
continued competitive pressures in these and other areas. In
low-cost
the increased use by our clients of
addition,
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, particularly given the
generally lower commissions arising from electronic trades.

In addition, the emergence, adoption and evolution of new
technologies, including distributed ledgers, such as digital
assets and blockchain, have required us to invest resources to
adapt our existing products and services, and we expect to
continue to make such investments, which could be material.
The adoption and evolution of such new technologies may
also increase our compliance and regulatory costs. Further,
technologies, such as those based on distributed ledgers, that
do not require intermediation could also significantly disrupt
payments processing and other financial services. Regulatory
limitations on our involvement in products and platforms
involving digital assets and distributed ledger technologies
may not apply equally or in some cases at all to certain of our
competitors. We may not be as timely or successful
in
developing or integrating, or even able to develop or
integrate, new products and technologies, such as those built
into our existing products and
on distributed ledgers,
services, adapting to changes in consumer preferences or
achieving market acceptance of our products and services,
any of which could affect our ability to attract or retain
clients, cause us to lose market share or result in service
disruptions and in turn reduce our revenues or otherwise
adversely affect us.

Our businesses would 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 the level and
composition of 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
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.

in the

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

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. We have experienced increased
competition in hiring and retaining employees to address the
demands of our expanding consumer-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.

Laws or regulations in jurisdictions in which our operations
are located that affect taxes on our employees’ income or the
amount or composition of compensation, or that require us
to disclose our or our competitors’ compensation practices,
may also adversely affect our ability to hire and retain
qualified employees in those jurisdictions.

in “Business — Regulation —
As described further
Compensation Practices” in Part I, Item 1 of this Form 10-K,
our compensation practices are subject to review by, and the
standards of, the FRB. As a large global financial and
to limitations on
banking institution, we are subject
compensation practices (which may or may not affect the
companies with which we compete for talent) by the FRB, the
PRA, the FCA, the FDIC and other regulators worldwide.
These limitations have shaped our compensation practices,
which has, in some cases, adversely affected our ability to
attract and retain talented employees, in particular in relation
to companies not subject to these limitations, and future
legislation or regulation may have similar adverse effects.

Our operating expenses and efficiency ratio depend, in part,
on our overall headcount and the proportion of our
employees located in strategic locations. Our future human
capital resource requirements and the benefits provided by
strategic locations are uncertain, and we may not realize the
benefits we anticipate.

Market Developments and General Business
Environment

financial condition,

Our businesses,
liquidity and
results of operations have been and may in the future
be adversely affected by unforeseen or catastrophic
events,
attacks,
pandemics,
extreme weather events or other natural disasters.

including

terrorist

(or

catastrophic

concerns over

events,
The occurrence of unforeseen or
such as COVID-19, or other
including pandemics,
widespread health emergencies
the
possibility of such an emergency), terrorist attacks, extreme
weather events, solar events or other natural disasters, could
adversely affect our business, financial condition, liquidity
and results of operations. These events could have such
effects through economic or financial market disruptions or
challenging economic or market conditions more generally,
the deterioration of our creditworthiness or that of our
counterparties, changes in consumer sentiment and consumer
borrowing, spending and savings patterns, liquidity stress, or
operational difficulties
limitations and
(such as
limitations on occupancy in our offices) that impair our
ability to manage our businesses.

travel

The COVID-19 pandemic created economic and financial
disruptions that have in the past adversely affected and may
in the future adversely affect our business,
financial
condition, liquidity and results of operations. The extent to
which the COVID-19 pandemic will negatively affect our
businesses,
liquidity and results of
future
operations will depend on, among other things,
developments, including any resurgence of COVID-19 cases,
the emergence of new variants of COVID-19 and the
effectiveness of vaccines and treatments over the long term
and against new variants, which are highly uncertain and
cannot be predicted.

financial condition,

affect

Climate change could disrupt our businesses and
and the
adversely
creditworthiness of our clients and counterparties,
and our efforts to address concerns relating to climate
change could result in damage to our reputation.

activity

levels

client

clients, adversely affect

Climate change may cause extreme weather events that
disrupt operations at one or more of our primary locations,
which may negatively affect our ability to service and interact
with our
the value of our
investments, including our real estate investments, and reduce
the availability or increase the cost of insurance. Climate
change and the transition to a less carbon-dependent
economy may also have a negative impact on the operations
or financial condition of our clients and counterparties,
which may decrease revenues
from those clients and
counterparties and increase the credit risk associated with
loans and other credit exposures to those clients and
counterparties. In addition, climate change may impact the
broader economy.

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

example, our

We are also exposed to risks resulting from changes in public
laws and regulations, or market and public
policy,
perceptions and preferences in connection with the transition
to a less carbon-dependent economy. These changes could
adversely affect our business, results of operations and
reputation and client
reputation. For
relationships may be damaged as a result of our or our
clients’ involvement in, or decision not to participate in,
certain industries or projects associated with causing or
exacerbating climate change, as well as any decisions we
make to continue to conduct or change our activities in
response to considerations relating to climate change. If we
are unable to achieve our objectives relating to climate
change or our response to climate change is perceived to be
insufficient or otherwise inappropriate, our
ineffective,
business,
to recruit and retain
employees may suffer.

reputation and efforts

and

authorities,

supervisory

shareholders

New regulations or guidance relating to climate change, as
well as the perspectives of government officials, regulators,
shareholders, employees and other stakeholders regarding
climate change, may affect whether and on what terms and
conditions we engage in certain activities or offer certain
products. Federal and state, and non-U.S. banking regulators
and
other
stakeholders have increasingly viewed financial institutions
as playing an important role in helping to address risks
related to climate change, both directly and with respect to
their clients, which may result in financial institutions coming
under increased requirements and expectations regarding the
disclosure and management of their climate risks and related
lending, investment and advisory activities. The FRB has
announced that we are among the six U.S.
financial
institutions participating in a pilot climate scenario analysis
exercise in 2023, and we also are subject to new or heightened
regulatory requirements relating to climate change, such as
requirements relating to operational resiliency or stress
testing for various climate stress scenarios. Any such new or
heightened requirements could result in increased regulatory,
compliance or other costs or higher capital requirements. The
risks associated with, and the perspective of regulators,
shareholders, employees and other stakeholders regarding,
climate change are continuing to evolve rapidly, which can
make it difficult to assess the ultimate impact on us of climate
change-related risks and uncertainties, and we expect that
climate change-related risks will increase over time.

Our business, financial condition, liquidity and results
affected by
of operations may be
disruptions in the global economy caused by Russia’s
invasion of Ukraine and related sanctions and other
developments.

adversely

The war between Russia and Ukraine has negatively affected
the global economy. Governments around the world have
responded to Russia’s
invasion by imposing economic
sanctions and export controls on certain industry sectors,
including price caps on Russian oil, and parties in Russia.
sanctions and restrictions
Compliance with economic
imposed by governments has
increased our costs and
otherwise adversely affected our business and may continue
to do so. Russia has responded with its own restrictions
against
investors and countries outside Russia and has
proposed additional measures aimed at non-Russia owned
businesses. Businesses
in the U.S. and globally have
experienced shortages in materials and increased costs for
transportation, energy, and raw materials due in part to the
negative effects of the war on the global economy. The
escalation or continuation of the war between Russia and
Ukraine or other hostilities could result in, among other
things, further increased risk of cyber attacks, an increased
frequency and volume of
securities
transactions, supply chain disruptions, higher inflation, lower
consumer demand and increased volatility in commodity,
currency and other financial markets.

to settle

failures

The extent and duration of the war, sanctions and resulting
market disruptions are impossible to predict, and the
consequences for our business could be significant. See
“Management’s Discussion and Analysis of Financial
Condition and Results of Operations — Risk Management
— Credit Risk Management — Selected Exposures —
Country Exposures” for further information about our credit
exposure to Russia and Ukraine.

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Certain of our businesses, our funding instruments
and financial products may be adversely affected by
changes in or the discontinuance of Interbank Offered
Rates (IBORs), in particular USD LIBOR.

On January 1, 2022, the publication of all EUR, CHF, JPY
and GBP LIBOR (non-USD LIBOR) settings along with
certain USD LIBOR settings ceased. The publication of the
most commonly used USD LIBOR settings as representative
rates will cease after June 2023. The FCA proposed that
those USD LIBOR settings continue to be
certain of
published on a synthetic basis through September 2024. The
FCA has allowed the publication and use of synthetic rates
for certain GBP LIBOR settings in legacy GBP LIBOR-based
derivative contracts through March 2024.

The International Swaps and Derivatives Association (ISDA)
2020 IBOR Fallbacks Protocol (IBOR Protocol) has provided
derivatives market participants with amended fallbacks for
legacy and new derivative contracts to mitigate legal or
economic uncertainty. Both counterparties have to adhere to
the IBOR Protocol or engage in bilateral amendments for the
terms to be effective for derivative contracts. ISDA has
confirmed that the FCA’s formal announcement to cease both
non-USD and USD LIBOR settings
fixed the spread
adjustment for all LIBOR rates and as a result fallbacks
applied automatically for non-USD LIBOR settings following
December 31, 2021 and will apply automatically for USD
LIBOR settings following June 30, 2023. The Adjustable
Interest Rate (LIBOR) Act (LIBOR Act), that was enacted in
March 2022, provides a statutory framework to replace USD
LIBOR with a benchmark rate based on the Secured
Overnight Financing Rate (SOFR) for contracts governed by
U.S.
law that have no fallbacks or fallbacks that would
require the use of a poll or LIBOR-based rate. In December
2022, the FRB adopted a final rule that implements the
LIBOR Act, which will become effective on February 27,
identifies different SOFR-based
2023. The
replacement
cash
contracts,
instruments such as floating-rate notes and preferred stock,
for consumer contracts, for certain government-sponsored
enterprise
loan
securitizations that lack a fallback to an alternative rate when
USD LIBOR ceases to be published on June 30, 2023. As the
transition from LIBOR is ongoing, there continues to be
uncertainty as to the ultimate effect of the transition on the
financial markets for LIBOR-linked financial instruments.
Similar developments have occurred with respect to other
IBORs.

rule
for derivative

final
rates

contracts

student

certain

and

for

The language in our contracts and financial instruments that
define IBORs, in particular LIBOR, have developed over time
and have various events that trigger when a successor rate to
the designated rate would be selected. Once a trigger is
satisfied, contracts and financial instruments often give the
calculation agent (which may be us) discretion over the
successor rate or benchmark to be selected. Although the
LIBOR Act includes safe harbors if the FRB-identified SOFR-
based replacement rate is selected, these safe harbors are
untested. As a result, and despite the enactment of the LIBOR
Act, for the most commonly used USD LIBOR settings, the
selection of a successor rate could result in client disputes and
litigation surrounding the proper interpretation of our IBOR-
instruments. Discretionary
based contracts and financial
actions taken in connection with the implementation of
fallback provisions could also result in client disputes and
litigation particularly for derivatives and other synthetic
instruments.

Changes in, the discontinuation of, or changes in market
acceptance of any IBOR, particularly USD LIBOR, as a
reference rate may adversely affect certain of our businesses,
our funding instruments and financial products.

our

businesses

Certain
funding
instruments may be adversely affected by changes in
other reference rates, currencies, indexes, baskets or
ETFs to which products we offer or funding that we
raise are linked.

and

our

that

In the event

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 rates or by
reference to an index, currency, basket, ETF or other
the
financial metric (the underlier).
composition of the underlier is significantly changed, by
reference to rules governing such underlier or otherwise, the
underlier ceases to exist (for example, in the event that a
country withdraws from the Euro or links its currency to or
delinks its currency from another currency or benchmark, an
index or ETF sponsor materially alters the composition of an
index or ETF, or stocks in a basket are delisted or become
impermissible to be included in the index or ETF), the
underlier ceases to be recognized as an acceptable market
benchmark or there are legal or regulatory constraints on
linking a financial
instrument to the underlier, we may
experience adverse effects.

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Our business, financial condition, liquidity and results
affected by
of operations may be
disruptions in the global economy caused by
escalating tensions between the U.S. and China.

adversely

Continued or escalating tensions between the U.S. and China
have resulted in and may result in additional changes to U.S.
international trade and investment policies, which could
disrupt international trade and investment, adversely affect
financial markets,
including market activity levels, and
adversely impact our revenues. Continued or escalating
tensions may also lead to the U.S., China or other countries
taking other actions, which could include the implementation
of sanctions, tariffs or foreign exchange measures, the large-
scale sale of U.S. Treasury securities or restrictions on cross-
border trade,
information or
investment or transfer of
technology. Any such developments could adversely affect
our or our clients’ businesses, as well as our financial
liquidity and results of operations, possibly
condition,
materially.

A conflict, or concerns about a potential conflict, involving
China and Taiwan,
the U.S. or other countries could
negatively impact financial markets and our or our clients’
businesses. Trade restrictions by the U.S. or other countries
in response to a conflict or potential conflict involving China,
including financial and economic sanctions and export
controls against certain organizations or individuals, or
actions taken by China in response to trade restrictions,
could negatively impact our or our clients’ ability to conduct
business in certain countries or with certain counterparties
and could negatively impact regional and global financial
markets and economic conditions. Any of the foregoing could
adversely affect our business, financial condition, liquidity
and results of operations, possibly materially.

We face enhanced risks as new business initiatives
and acquisitions lead us to engage in new activities,
operate in new locations, transact with a broader array
of clients and counterparties and expose us to new
asset classes and new markets.

including

existing businesses,

A number of our recent and planned business initiatives and
expansions of
through
acquisitions and partnership arrangements, could continue to
bring us into contact, directly or indirectly, with individuals
and entities that are not within our traditional client and
counterparty base, expose us to new asset classes and new
markets, and present us with integration challenges. For
example, we continue to transact business and invest in new
including a wide range of emerging and growth
regions,
markets, and we expect this trend to continue. Various
emerging and growth market countries have experienced
severe
including
economic
their currencies, defaults or
significant devaluations of
threatened defaults on sovereign debt, capital and currency
exchange controls, and low or negative growth rates in their
economies. The possible effects of any of these conditions
include an adverse impact on our businesses and increased
volatility in financial markets generally.

and financial disruptions,

Furthermore, in a number of our businesses, including where
we make markets, invest and lend, we 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 as physical commodities and
commodities infrastructure components, both within and
outside the U.S.

We have increased our consumer-oriented deposit-taking and
lending activities. For example, we now issue credit cards to
consumers and through our acquisition of GreenSky, Inc.
(GreenSky), we expanded our offering of point-of-sale
financing. To the extent we engage in those and other
consumer-oriented activities, we have faced, and would
continue to 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 retention and transmission of
information. Acquisitions and new
consumer and client
products can also expose us to new or different types of risks.
For example, providing point-of-sale financing through
GreenSky also subjects us to risks relating to retaining and
attracting merchants and servicing loans for other banks, as
well as potential liability for remediation costs if merchants
fail to fulfill their obligations to consumers. We are also
subject
including with
respect to suitability and consumer protection (for example,
Regulation Best Interest, fair lending laws and regulations
and privacy laws and regulations). Further, identity fraud
may increase and credit reporting practices may change in a
manner that makes it more difficult for financial institutions,
such as us, to evaluate the creditworthiness of consumers.

legal requirements,

to additional

Goldman Sachs 2022 Form 10-K

In recent years, we have invested, and may continue to invest,
more in businesses that we expect will generate a higher level
of more consistent revenues. In order to develop and be able
to offer consumer financial products that compete effectively,
we have made and may continue to make significant
investments in technology and human capital resources in
connection with our consumer-oriented activities. Such
investments and acquisitions may not be successful or have
returns similar to our other businesses.

We may not be able to fully realize the expected
benefits or synergies from acquisitions or other
business initiatives in the time frames we expect, or at
all.

We have engaged in selective acquisitions and may continue
to do so in the future and these acquisitions may, individually
or in the aggregate, be material to us. Any future acquisitions
could involve the issuance of common stock and/or the
payment of cash as consideration. The success of our
acquisitions will depend, in part, on our ability to integrate
the acquired businesses and realize anticipated synergies, cost
savings and growth opportunities. We may face numerous
risks and uncertainties in combining and integrating the
relevant businesses and systems,
including the need to
combine or separate accounting and data processing systems
and management controls and to integrate relationships with
clients, counterparties, regulators and others in connection
with acquisitions. Integration of acquired businesses is time-
consuming and could disrupt our ongoing businesses,
produce unforeseen regulatory or operating difficulties, cause
us to incur incremental expenses or require incremental
financial, management and other resources. It is also possible
that an acquisition, once announced, may not close due to the
failure to satisfy applicable closing conditions, such as the
receipt of necessary shareholder or regulatory approvals.

There is no assurance that any of our acquisitions will be
successfully integrated or yield all of the expected benefits
and synergies in the time frames that we expect, or at all. If
we are not able to integrate our acquisitions successfully, our
results of operations, financial condition and cash flows
could be adversely affected.

There is no assurance that the reorganization of our business
segments will yield all of the expected benefits in the time
frames that we expect, or at all.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

We have increased and intend to further increase our
transaction banking activities. As a result, we expect to face
additional compliance, legal and regulatory risk, including
with respect to know-your-customer, anti-money laundering
and reporting requirements and prohibitions on transfers of
property belonging to countries, entities and individuals
subject
to sanctions by U.S. or other governmental
authorities.

risks

including

associated with

New business initiatives expose us to new and enhanced
risks,
dealing with
governmental entities, reputational concerns arising from
dealing with different types of clients, business partners,
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 certain assets are being operated or held or in which
partners,
we
counterparties
and
reputational risks may also exist in connection with activities
and transactions involving new products or markets where
there is regulatory uncertainty or where there are different or
conflicting regulations depending on the regulator or the
jurisdiction involved, particularly where transactions in such
products may involve multiple jurisdictions.

these
investors. Legal,

interact with
and

regulatory

business

clients,

We have developed and pursued new business and strategic
initiatives, including acquisitions, and expect to continue to
do so. If and to the extent we are unable to successfully
execute those initiatives, we may incur unanticipated costs
and losses, and face other adverse consequences, such as
negative reputational effects. In addition, the actual effects of
pursuing those initiatives may differ, possibly materially,
from the benefits that we expect to realize from them, such as
generating additional revenues, achieving expense savings,
reducing operational risk exposures or using capital and
funding more efficiently. Engaging in new activities exposes
us to a variety of risks, including that we may be unable to
successfully develop new, competitive, efficient and effective
systems and processes, and hire and retain the necessary
personnel. Due to our lack of historical experience with
unsecured consumer lending, our loan loss assumptions may
prove to be incorrect and we may incur losses significantly
above those which we originally anticipated in entering the
business or in expanding the product offerings for the
business.

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Item 1B. Unresolved Staff Comments

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. We have estimated the
upper end of the range of reasonably possible aggregate loss
for matters where we have been able to estimate a range and
we believe, based on currently available information, that the
results of matters where we have not been able to estimate a
range of reasonably possible loss, in the aggregate, will not
have a material adverse effect on our financial condition, but
may be material to our operating results in a given period.
Given the range of litigation and investigations presently
under way, our litigation expenses may remain high. See
“Management’s Discussion and Analysis of Financial
Condition and Results of Operations — Use of Estimates” in
Part 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 our reasonably possible
aggregate loss estimate and judicial, regulatory and legal
proceedings.

Item 4. Mine Safety Disclosures

Not applicable.

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

In the U.S. and elsewhere in the Americas, we have offices
consisting of approximately 6.7 million square feet of leased
and owned space. Our principal executive offices are located
at 200 West Street, New York, New York and consist of
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 improvements, including the office
building, subject to our 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.

In Europe, the Middle East and Africa, we have offices
consisting of approximately 1.8 million square feet of leased
and owned space. Our European headquarters is located in
London at Plumtree Court, consisting of approximately
826,000 square feet under a lease which can be terminated in
2039.

In Asia, Australia and New Zealand, we have offices
consisting of approximately 2.8 million square feet, including
our offices in India, and regional headquarters in Tokyo and
Hong Kong. In India, we have offices with approximately 1.7
million square feet, the majority of which have leases that
will expire in 2028.

In the preceding paragraphs, square footage figures are
provided only for properties that are used in the operation of
our businesses. We regularly evaluate our space capacity in
relation to current and projected headcount. 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 costs may be material to our
operating results in a given period.

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

PART II

Market

Item 5.
for Registrant’s
Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity
Securities

through December

The principal market on which our common stock is traded
is the NYSE under the symbol “GS.” Information relating to
the performance of our common stock from December 31,
2017
forth in
31,
is
“Supplemental Financial
Information – Common Stock
Performance” in Part II, Item 8 of this Form 10-K. As of
February 10, 2023, there were 5,750 holders of record of our
common stock.

2022

set

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 2022.

Total
Shares
Purchased
1,368,286 $
2,816,047 $

—
4,184,333

Average
Price Paid
Per Share
328.88
372.86
—

October
November
December
Total

Total Shares
Purchased as
Part of a Publicly
Announced
Program
1,368,286
2,816,047
—
4,184,333

Maximum Shares
That May Yet Be
Purchased Under
the Program
27,092,986
24,276,939
24,276,939

existing share

Since March 2000, our Board had approved a repurchase
program authorizing repurchases of up to 605 million shares
of our common stock. In February 2023, our Board approved
a new share repurchase program authorizing repurchases of
up to $30 billion (in aggregate value and inclusive of shares
repurchased in 2023) of our common stock. This program
repurchase program. The
replaces our
repurchase program is effected primarily through regular
open-market purchases (which may include repurchase plans
designed to comply with Rule 10b5-1 and accelerated share
the amounts and timing of which are
repurchases),
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.

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.

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

Item 7. Management’s Discussion and
Analysis of Financial Condition and
Results of Operations

Introduction

corporation,

is a leading global

The Goldman Sachs Group, Inc. (Group Inc. or parent
together with its
company), a Delaware
financial
consolidated subsidiaries,
institution that delivers a broad range of financial services to
a large and diversified client base that includes corporations,
financial institutions, governments and individuals. Founded
in 1869, we are headquartered in New York and maintain
offices in all major financial centers around the world. We
manage and report our activities in three business segments:
Global Banking & Markets, Asset & Wealth Management
and Platform Solutions. See “Results of Operations” for
further information about our business segments.

When we use the terms “we,” “us” and “our,” we mean
Group Inc. and its consolidated subsidiaries. When we use
the term “our subsidiaries,” we mean the consolidated
subsidiaries of Group Inc. References to “this Form 10-K” are
to our Annual Report on Form 10-K for the year ended
December 31, 2022. All references to “the consolidated
Financial
financial
Information” are to Part II, Item 8 of this Form 10-K. All
references to 2022, 2021 and 2020 refer to our years ended, or
the dates, as the context requires, December 31, 2022,
December 31, 2021 and December 31, 2020, respectively. Any
reference to a future year refers to a year ending on December
31 of that year.

“Supplemental

statements”

Group Inc. is a bank holding company (BHC) and a financial
holding company regulated by the Board of Governors of the
Federal Reserve System (FRB).

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 or statements of current conditions,
but instead represent only our beliefs regarding future events,
many of which, by their nature, are inherently uncertain and
outside our control.

By identifying these statements for you in this manner, we are
alerting you to the possibility that our actual results, financial
condition, liquidity and capital actions may differ, possibly
materially, from the anticipated results, financial condition,
liquidity and capital actions
in these forward-looking
statements. Important factors that could cause our results,
financial condition, liquidity and capital actions to differ
from those in these statements include, among others, those
described in “Risk Factors” in Part I, Item 1A of this Form
10-K and “Forward-Looking Statements” in Part I, Item 1 of
this Form 10-K.

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

(ii)

trends

These statements may relate to, among other things, (i) our
future plans and results, including our target ROE, ROTE,
efficiency ratio, Common Equity Tier 1 (CET1) capital ratio
and firmwide assets under supervision (AUS) inflows, and
in or growth
how they can be achieved,
opportunities for our businesses, including the timing, costs,
profitability, benefits and other aspects of business and
strategic initiatives and their impact on our efficiency ratio,
(iii) our level of future compensation expense, including as a
percentage of both operating expenses and revenues, net of
provision for credit losses, (iv) our Investment banking fees
backlog and future results, (v) our expected interest income
and interest expense, (vi) our expense savings and strategic
locations initiatives, (vii) expenses we may incur, including
future litigation expense and expenses from investing in our
platform solutions business, (viii) the projected growth of our
deposits and other funding, asset liability management and
funding strategies and related interest expense savings, (ix)
our business initiatives, including transaction banking and
new products in our consumer platforms business, (x) our
planned 2023 benchmark debt issuances, (xi) the amount,
composition and location of global core liquid assets (GCLA)
we expect to hold, (xii) our credit exposures, (xiii) our
expected provisions for credit losses, (xiv) the adequacy of
our allowance for credit losses, (xv) the projected growth of
our platform solutions business, (xvi) the objectives and
effectiveness of our business continuity planning (BCP),
information security program, risk management and liquidity
policies, (xvii) our resolution plan and strategy and their
the design and
implications
effectiveness of our resolution capital and liquidity models
and triggers and alerts framework, (xix) the results of stress
tests, the effect of changes to regulations, and our future
status, activities or reporting under banking and financial
regulation, (xx) our expected tax rate, (xxi) the future state
of our liquidity and regulatory capital ratios, and our
prospective capital distributions (including dividends and
repurchases), (xxii) our expected SCB and global systemically
important bank (G-SIB) surcharge, (xxiii) legal proceedings,
governmental investigations or other contingencies, (xxiv)
the asset recovery guarantee and our remediation activities
related to our 1Malaysia Development Berhad (1MDB)
settlements,
IBORs and our
the replacement of
transition to alternative risk-free reference rates, (xxvi) the
impact of the coronavirus (COVID-19) pandemic on our
business, results, financial position and liquidity, (xxvii) the
effectiveness of our management of our human capital,
including our diversity goals, (xxviii) our sustainability and
carbon neutrality targets and goals, (xxix) future inflation
and (xxx) the impact of Russia’s invasion of Ukraine and
related sanctions and other developments on our business,
results and financial position.

stakeholders,

(xviii)

(xxv)

for

Goldman Sachs 2022 Form 10-K

Executive Overview

We generated net earnings of $11.26 billion for 2022,
compared with $21.64 billion for 2021. Diluted earnings per
common share (EPS) was $30.06 for 2022, compared with
$59.45 for 2021. Return on average common shareholders’
equity (ROE) was 10.2% for 2022, compared with 23.0% for
2021. Book value per common share was $303.55 as of
December 2022, 6.7% higher compared with December 2021.

Net revenues were $47.37 billion for 2022, 20% lower than a
strong 2021, reflecting significantly lower net revenues in
Asset & Wealth Management and lower net revenues in
Global Banking & Markets, partially offset by significantly
higher net revenues in Platform Solutions. Net revenues in
Asset & Wealth Management primarily reflected significantly
lower net
in Equity investments and Debt
investments. Net revenues in Global Banking & Markets
primarily reflected significantly lower Investment banking
fees compared with a strong prior year, partially offset by
significantly higher net revenues in Fixed Income, Currency,
and Commodities (FICC). Net revenues in Platform Solutions
were significantly higher, primarily reflecting significantly
higher net revenues in Consumer platforms.

revenues

Provision for credit
losses was $2.72 billion for 2022,
compared with $357 million for 2021. Provisions for 2022
primarily reflected growth in the credit card portfolio, the
impact of macroeconomic and geopolitical concerns and net
charge-offs. Provisions for 2021 reflected growth in the credit
largely offset by reserve
card and wholesale portfolios,
reductions as the broader economic environment continued
to improve following the initial impact of the COVID-19
pandemic.

Operating expenses were $31.16 billion for 2022, 2% lower
than 2021, primarily due to lower compensation and benefits
expenses (reflecting a decline in operating performance
compared with a strong prior year). This decrease was
partially offset by higher non-compensation expenses,
reflecting the inclusion of NN Investment Partners (NNIP)
and GreenSky, Inc. (GreenSky) and increases in transaction
based expenses and technology expenses. Our efficiency ratio
(total operating expenses divided by total net revenues) was
65.8% for 2022, compared with 53.8% for 2021.

During 2022, we returned a total of $6.70 billion to
shareholders, including common stock repurchases of $3.50
billion and common stock dividends of $3.20 billion. As of
December 2022, our CET1 capital ratio was 15.1% under the
Standardized Capital Rules and 14.4% under the Advanced
Capital Rules. See Note 20 to the consolidated financial
statements for further information about our capital ratios.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

Business Environment

In 2022, the global economy was impacted by persistent
broad macroeconomic and geopolitical concerns, including
Russia’s invasion of Ukraine and the ongoing war, and
inflationary and labor market pressures. Governments
around the world responded to Russia’s invasion of Ukraine
by imposing economic sanctions, and global central banks
sought to address inflation by increasing policy interest rates
several times over the course of the year. These factors
contributed to increased market volatility during the year, as
well as a decrease in global equity and bond prices and wider
corporate credit spreads compared with the end of 2021.

The economic outlook remains uncertain, reflecting concerns
about the continuation or escalation of the war between
Russia and Ukraine and other geopolitical risks, inflation,
and supply chain complications. See “Results of Operations
— Segment Assets and Operating Results — Segment
Operating Results” for
the
information about
further
operating environment for each of our business segments.

Critical Accounting Policies

Fair Value
Fair Value Hierarchy. Trading assets and liabilities, certain
investments and loans, and certain other financial assets and
liabilities, are included in our consolidated balance sheets at
fair value (i.e., marked-to-market), with related gains or
losses generally recognized in our consolidated statements of
earnings. The use of
fair value to measure financial
instruments is fundamental to our risk management practices
and is our most critical accounting policy.

orderly

transaction

The fair value of a financial instrument is the amount that
would be received to sell an asset or paid to transfer a
liability
between market
participants at the measurement date. We measure certain
financial assets and liabilities as a portfolio (i.e., based on its
net exposure to market and/or credit risks). In determining
the hierarchy under U.S. generally accepted
fair value,
the highest
accounting principles (U.S. GAAP) gives (i)
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
input. Assets and
portfolio’s net risk exposure to that
liabilities are classified in their entirety based on the lowest
level of
fair value
measurement.

significant

to their

input

that

The fair values for substantially all of our financial assets and
liabilities are based on observable prices and inputs and are
classified in levels 1 and 2 of the fair value hierarchy. Certain
level 2 and level 3 financial assets and liabilities may require
appropriate valuation adjustments that a market participant
would require to arrive at fair value for factors, such as
counterparty and our credit quality, funding risk, transfer
restrictions, liquidity and bid/offer spreads.

Instruments classified in level 3 of the fair value hierarchy are
those which require one or more significant inputs that are
not observable. Level 3 financial assets represented 1.8% as
of December 2022 and 1.6% as of December 2021 of our total
assets. See Notes 4 and 5 to the consolidated financial
statements for further information about level 3 financial
assets, including changes in level 3 financial assets and related
fair value measurements. Absent evidence to the contrary,
instruments classified in level 3 of the fair value hierarchy are
initially valued at transaction price, which is considered to be
the best initial estimate of fair value. Subsequent to the
transaction date, we use other methodologies to determine
fair value, which vary based on the type of instrument.
Estimating the fair value of level 3 financial
instruments
requires judgments to be made. These judgments include:

• Determining the appropriate valuation methodology and/

or model for each type of level 3 financial instrument;

• Determining model inputs based on an evaluation of all
relevant empirical market data, including prices evidenced
interest rates, credit spreads,
by market
volatilities and correlations; and

transactions,

• Determining appropriate valuation adjustments, including
those related to illiquidity or counterparty credit quality.

Regardless of
the methodology, valuation inputs and
assumptions are only changed when corroborated by
substantive evidence.

Instruments.
Controls Over Valuation of Financial
Market makers and investment professionals in our revenue-
producing units are responsible for pricing our financial
instruments. Our control infrastructure is independent of the
revenue-producing units and is fundamental to ensuring that
all of our financial instruments are appropriately valued at
market-clearing levels. In the event that there is a difference
of opinion in situations where estimating the fair value of
financial instruments requires judgment (e.g., calibration to
market comparables or trade comparison, as described
the final valuation decision is made by senior
below),
managers
risk oversight and control
functions. This independent price verification is critical to
ensuring that our financial instruments are properly valued.

in independent

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

Price Verification. All financial instruments at fair value
classified in levels 1, 2 and 3 of the fair value hierarchy are
subject to our independent price verification process. The
objective of price verification is to have an informed and
independent opinion with regard to the valuation of financial
instruments under review. Instruments that have one or more
significant inputs which cannot be corroborated by external
market data are classified in level 3 of
the fair value
hierarchy. Price verification strategies utilized by our
independent risk oversight and control functions include:

• Trade Comparison. Analysis of trade data (both internal
and external, where available) is used to determine the
most relevant pricing inputs and valuations.

• External Price Comparison. Valuations and prices are
compared to pricing data obtained from third parties (e.g.,
brokers or dealers, S&P Global Services, Bloomberg, ICE
Data Services, Pricing Direct, TRACE). Data obtained
from various sources is compared to ensure consistency
and validity. When broker or dealer quotations or third-
party pricing vendors are used for valuation or price
verification, greater priority is generally given to executable
quotations.

• Calibration to Market Comparables. Market-based
transactions are used to corroborate the valuation of
and
positions with
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, market-making
desks are instructed to execute trades in order to provide
evidence of market-clearing levels.

• Backtesting. Valuations are corroborated by comparison

to values realized upon sales.

See Note 4 to the consolidated financial statements for
further information about fair value measurements.

Review of Net Revenues. Independent risk oversight and
control functions ensure adherence to our pricing policy
through a combination of daily procedures, including the
explanation and attribution of net revenues based on the
underlying factors. Through this process, we independently
validate net revenues, identify and resolve potential fair value
or trade booking issues on a timely basis and seek to ensure
that risks are being properly categorized and quantified.

Goldman Sachs 2022 Form 10-K

Review of Valuation Models. Our independent model risk
management group (Model Risk), consisting of quantitative
professionals who are separate from model developers,
performs an independent model
review and validation
process of our valuation models. New or changed models are
reviewed and approved prior to implementation. Models are
reviewed annually to assess the impact of any changes in the
product or market and any market developments in pricing
“Risk Management — Model Risk
theories.
Management” for further information about the review and
validation of our valuation models.

See

Allowance for Credit Losses
We estimate and record an allowance for credit losses related
to our loans held for investment that are accounted for at
amortized cost. To determine the allowance for credit losses,
we classify our loans accounted for at amortized cost into
and consumer portfolios. These portfolios
wholesale
represent
the level at which we have developed and
documented our methodology to determine the allowance for
credit losses. The allowance for credit losses is measured on a
risk
collective basis
characteristics using a modeled approach and on an asset-
specific basis for loans that do not share similar risk
characteristics.

exhibit

similar

loans

that

for

losses takes into account

the
The allowance for credit
weighted average of a range of forecasts of future economic
conditions over the expected life of the loans and lending
commitments. The expected life of each loan or lending
commitment is determined based on the contractual term
adjusted for extension options or demand features, or is
modeled in the case of revolving credit card loans. The
forecasts include baseline, favorable and adverse economic
scenarios over a three-year period. For loans with expected
lives beyond three years, the model reverts to historical loss
information based on a non-linear modeled approach. We
apply judgment
scenarios each
in weighting individual
quarter based on a variety of factors, including our internally
recent
derived economic outlook, market
macroeconomic
trends. The
forecasted economic scenarios consider a number of risk
factors relevant to the wholesale and consumer portfolios.
Risk factors for wholesale loans include internal credit
ratings,
industry default and loss data, expected life,
macroeconomic indicators (e.g., unemployment rates and
financial
GDP),
obligations, the borrower’s country of risk and industry, loan
seniority and collateral type. In addition, for loans backed by
real estate, risk factors include loan-to-value ratio, debt
for
service ratio and home price index. Risk factors
installment and credit
Isaac
Corporation (FICO) credit scores, delinquency status, loan
vintage and macroeconomic indicators.

capacity to meet

the borrower’s

and industry

include Fair

card loans

consensus,

conditions

its

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

The allowance for credit losses also includes qualitative
components which allow management to reflect the uncertain
nature
uncertainty
forecasting,
regarding model inputs, and account for model imprecision
and concentration risk.

economic

capture

the

losses entails
reporting dates,

judgment about
Our estimate of credit
collectability
are
and there
uncertainties inherent in those judgments. The allowance for
credit losses is subject to a governance process that involves
review and approval by senior management within our
independent risk oversight and control functions. Personnel
within our independent risk oversight and control functions
are responsible for forecasting the economic variables that
underlie the economic scenarios that are used in the modeling
of expected credit losses. While we use the best information
available to determine this estimate, future adjustments to the
allowance may be necessary based on, among other things,
changes in the economic environment or variances between
actual results and the original assumptions used. Loans are
charged off against the allowance for loan losses when
deemed to be uncollectible.

We also record an allowance for credit losses on lending
that are
commitments which are held for
accounted for at amortized cost. Such allowance
is
determined using the same methodology as the allowance for
loan losses, while also taking into consideration the
probability of drawdowns or funding, and whether such
commitments are cancellable by us.

investment

the

impact

estimate

potential

To
adverse
macroeconomic environment on our allowance for credit
losses, we, among other things, compared the expected credit
losses under the weighted average forecast used in the
calculation of allowance for credit losses as of December
2022 (which was weighted towards the baseline and adverse
economic scenarios) to the expected credit losses under a
100% weighted adverse economic scenario. The adverse
economic scenario of the forecast model reflects a global
recession in 2023 and a more aggressive tightening of
monetary policy by central banks, resulting in an economic
contraction and rising unemployment
rates. A 100%
weighting to the adverse economic scenario would have
resulted in an approximate $1.0 billion increase in our
allowance for credit
losses as of December 2022. This
hypothetical increase does not take into consideration any
potential adjustments to qualitative reserves. The forecasts of
macroeconomic conditions are inherently uncertain and do
not take into account any other offsetting or correlated
effects. The actual credit loss in an adverse macroeconomic
environment may differ significantly from this estimate. See
Note 9 to the consolidated financial statements for further
information about the allowance for credit losses.

Use of Estimates

U.S. GAAP requires us to make certain estimates and
assumptions.
In addition to the estimates we make in
connection with fair value measurements and the allowance
for credit losses on loans and lending commitments held for
investment and accounted for at amortized cost, the use of
estimates and assumptions is also important in determining
the accounting for goodwill and identifiable intangible assets,
provisions for losses that may arise from litigation and
regulatory
governmental
investigations), and accounting for income taxes.

proceedings

(including

for

impairment,

Goodwill is assessed for impairment annually in the fourth
quarter or more frequently if events occur or circumstances
indicate an impairment may exist. When
change that
assessing goodwill
first, a qualitative
assessment can be made to determine whether it is more
likely than not that the estimated fair value of a reporting
unit is less than its carrying value. If the results of the
qualitative assessment are not conclusive, a quantitative
test
goodwill
is performed. Alternatively, a quantitative
test can be performed without performing a
goodwill
qualitative assessment. Estimating the fair value of our
reporting units requires judgment. Critical inputs to the fair
value estimates include projected earnings and allocated
inherent uncertainty in the projected
equity. There is
earnings. The carrying value of each reporting unit reflects an
allocation of total shareholders’ equity and represents the
estimated amount of total shareholders’ equity required to
support the activities of the reporting unit under currently
applicable regulatory capital requirements. The estimated
fair value of our Consumer platforms reporting unit, which
represents approximately 7.5% of our goodwill, was not
substantially in excess of its carrying value. This reporting
unit has been adversely impacted by the recent operating
environment
broad
macroeconomic concerns. We will continue to closely
monitor it to determine whether an impairment is required in
the future. As of December 2022, the goodwill related to the
Consumer platforms reporting unit was $482 million. See
Note 12 to the consolidated financial statements for further
information about goodwill. If we experience a prolonged or
severe period of weakness in the business environment,
financial markets, the performance of one or more of our
reporting units or our common stock price, or additional
increases in capital requirements, our goodwill could be
impaired in the future.

characterized

generally

Identifiable intangible assets are tested for impairment when
events or changes in circumstances suggest that an asset’s or
asset group’s carrying value may not be fully recoverable.
Judgment is required to evaluate whether indications of
potential impairment have occurred, and to test identifiable
intangible assets for impairment, if required. An impairment
the estimated undiscounted cash flows
is recognized if
than the
relating to the asset or asset group is
corresponding
to the
value.
consolidated financial statements for further information
about identifiable intangible assets.

See Note

less
12

carrying

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

We also estimate and provide for potential losses that may
arise out of litigation and regulatory proceedings to the
extent that such losses are probable and can be reasonably
estimated. In addition, we estimate the upper end of the
range of reasonably possible aggregate loss in excess of the
related reserves for litigation and regulatory proceedings
where we believe the risk of loss is more than slight. See
Notes 18 and 27 to the consolidated financial statements for
information about certain judicial, litigation and regulatory
proceedings. Significant judgment is required in making these
estimates and our
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.

final

to different

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. As of December 2022, our net
liability for
unrecognized tax benefits was $1.22 billion. We use estimates
to recognize current and deferred income taxes in the U.S.
federal, state and local and non-U.S. jurisdictions in which
we operate. The income tax laws in these jurisdictions are
complex and can be subject
interpretations
between taxpayers and taxing authorities. Disputes may arise
over these interpretations and can be settled by audit,
administrative
proceedings. Our
interpretations are reevaluated quarterly based on guidance
currently available,
tax examination experience and the
opinions of legal counsel, among other factors. We recognize
deferred taxes based on the amount that will more likely than
not be realized in the future based on enacted income tax
laws. As of December 2022, we had $8.93 billion of deferred
tax assets with a related valuation allowance of $1.57 billion.
Our estimate for deferred taxes includes estimates for future
taxable earnings, including the level and character of those
earnings, and various tax planning strategies. See Note 24 to
the consolidated financial statements for further information
about income taxes.

appeals

judicial

Recent Accounting Developments

See Note 3 to the consolidated financial statements for
information about Recent Accounting Developments.

Goldman Sachs 2022 Form 10-K

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
Net revenues
Pre-tax earnings
Net earnings
Net earnings to common
Diluted EPS
ROE
ROTE
Net earnings to average assets
Return on shareholders’ equity
Average equity to average assets
Dividend payout ratio

In the table above:

2022

2021
$ 47,365 $ 59,339
$ 13,486 $ 27,044
$ 11,261 $ 21,635
$ 10,764 $ 21,151
59.45
$
23.0%
24.3%
1.6%
21.3%
7.4%
10.9%

30.06 $
10.2%
11.0%
0.7%
9.7%
7.5%
29.9%

2020
$ 44,560
$ 12,479
9,459
$
8,915
$
24.74
$
11.1%
11.8%
0.8%
10.3%
8.2%
20.2%

• Net earnings to common represents net earnings applicable
to common shareholders, which is calculated as net
earnings less preferred stock dividends.

• ROE is calculated by dividing net earnings to common by
average monthly common shareholders’ equity. Tangible
common shareholders’
total
shareholders’ equity less preferred stock, goodwill and
identifiable intangible assets.

calculated as

equity is

• Return on average tangible common shareholders' equity
(ROTE) is calculated by dividing net earnings to common
by average monthly tangible common shareholders’ equity.
We believe that tangible common shareholders’ equity is
meaningful because it is a measure that we and investors
use to assess capital adequacy and that ROTE is
meaningful because it measures
the performance of
businesses consistently, whether they were acquired or
developed internally. Tangible common shareholders’
equity and ROTE are non-GAAP measures and may not be
comparable to similar non-GAAP measures used by other
companies.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

The table below presents our average equity and the
reconciliation of average common shareholders’ equity to
average tangible common shareholders’ equity.

$ in millions
Total shareholders’ equity
Preferred stock
Common shareholders’ equity
Goodwill
Identifiable intangible assets

Tangible common shareholders’ equity

Average for the Year Ended December

2022
115,990 $
(10,703)
105,287
(5,726)
(1,583)
97,978 $

2021
101,705
(9,876)
91,829
(4,327)
(536)
86,966

2020
91,779
(11,203)
80,576
(4,238)
(617)
75,721

• Net earnings to average assets is calculated by dividing net

earnings by average total assets.

• Return on shareholders’ equity is calculated by dividing net

earnings by average monthly shareholders’ equity.

• Average equity to average assets is calculated by dividing
average total shareholders’ equity by average total assets.

• Dividend payout ratio is calculated by dividing dividends

declared per common share by diluted EPS.

Net Revenues
The table below presents our net revenues by line item.

$ in millions
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

Year Ended December

2022
7,360 $
9,005
4,034
18,634
654
39,687
29,024
21,346
7,678
47,365 $

2021
14,136
8,171
3,590
15,357
11,615
52,869
12,120
5,650
6,470
59,339

2020
9,100
6,986
3,539
15,428
4,756
39,809
13,689
8,938
4,751
$ 44,560

In the table above:
• Investment banking consists of revenues (excluding net
interest)
and underwriting
assignments. These activities are included in Global
Banking & Markets.

from financial

advisory

• Investment management consists of revenues (excluding net
interest) from providing asset management and wealth
advisory services across all major asset classes to a diverse
set of clients. These activities are included in Asset &
Wealth Management.

• Commissions and fees consists of revenues from executing
and clearing client transactions on major stock, options
and futures exchanges worldwide, as well as over-the-
counter (OTC)
these
transactions. Substantially all of
activities are included in Global Banking & Markets.

• Market making consists of revenues (excluding net interest)
from client execution activities related to making markets
in interest rate products, credit products, mortgages,
currencies,
commodities and equity products. These
activities are included in Global Banking & Markets.

• Other

consists

principal

transactions

revenues
(excluding net interest) from our equity investing activities,
including revenues related to our consolidated investments
(included in Asset & Wealth Management), and debt
investing and lending activities (included across our three
segments).

concerns

and market

Operating Environment. During 2022,
the operating
environment was characterized by broad macroeconomic and
volatility, which
geopolitical
contributed to a decrease in global equity and bond prices
and wider corporate credit spreads compared with the end of
2021. These factors contributed to solid market-making
activity levels and a decline in industry-wide investment
banking activity, particularly for underwriting. In the U.S.,
the rate of unemployment remained low and consumer
spending increased slightly compared with 2021.

including
If concerns about the economic outlook grow,
those about the continuation or escalation of geopolitical
concerns, inflation and supply chain complications, and the
persistence of COVID-19-related effects, it may lead to a
continued decline in asset prices, or a decline in market-
making activity levels, or a continued decline in investment
banking activity levels, and net revenues and provision for
credit
losses would likely be negatively impacted. See
“Segment Assets and Operating Results — Segment
Operating Results” for information about
the operating
environment and material trends and uncertainties that may
impact our results of operations.

2022 versus 2021
Net revenues in the consolidated statements of earnings were
$47.37 billion for 2022, 20% lower than a strong 2021,
primarily
principal
revenues and investment banking revenues,
transactions
partially offset by significantly higher market making
revenues.

lower other

significantly

reflecting

Non-Interest Revenues. Investment banking revenues in
the consolidated statements of earnings were $7.36 billion for
2022, 48% lower than a strong 2021, due to significantly
lower revenues in both equity and debt underwriting,
reflecting a significant decline in industry-wide volumes, and
lower revenues in advisory, reflecting a decline in industry-
wide completed mergers and acquisitions transactions from
elevated activity levels in the prior year.

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

revenues

consolidated
Investment management
statements of earnings were $9.01 billion for 2022, 10%
higher than 2021, due to higher management and other fees,
reflecting the inclusion of NNIP and a reduction in fee
waivers on money market funds.

in the

Commissions and fees in the consolidated statements of
earnings were $4.03 billion for 2022, 12% higher than 2021,
primarily due to higher commissions and fees in Equities,
reflecting generally higher volumes.

Market making revenues in the consolidated statements of
earnings were $18.63 billion for 2022, 21% higher than 2021,
primarily reflecting significantly higher revenues in interest
rate products, currencies and commodities, partially offset by
lower revenues in equity products.

Other principal transactions revenues in the consolidated
statements of earnings were $654 million for 2022, compared
with $11.62 billion for 2021, primarily reflecting significantly
lower net gains
in private equities,
significant mark-to-market net losses from investments in
public equities and net mark-downs in debt investments
compared with net mark-ups in 2021.

from investments

income

interest

Interest

Income. Net

in the
Net
consolidated statements of earnings was $7.68 billion for
2022, 19% higher than 2021, reflecting an increase in interest
income primarily related to collateralized agreements, other
interest-earning assets and deposits with banks,
each
reflecting the impact of higher average interest rates, and
loans, reflecting the impact of higher average balances and
higher average interest rates. The increase in interest income
was partially offset by an increase in interest expense
primarily
liabilities,
collateralized financings, and borrowings, each reflecting the
rates, and deposits,
impact of higher average interest
reflecting the impact of higher average interest rates and
higher average balances. See “Statistical Disclosures –
Distribution of Assets, Liabilities and Shareholders’ Equity”
for further information about our sources of net interest
income.

related to other

interest-bearing

2021 versus 2020
Net revenues in the consolidated statements of earnings were
$59.34 billion for 2021, 33% higher than 2020, reflecting
significantly higher other principal transactions revenues,
investment banking revenues and net interest income, and
higher investment management revenues.

Non-Interest Revenues. Investment banking revenues in
the consolidated statements of earnings were $14.14 billion
for 2021, 55% higher than 2020, due to significantly higher
revenues in advisory, reflecting a significant increase in
completed mergers and acquisitions volumes,
in equity
underwriting, primarily driven by strong industry-wide initial
public offerings activity, and in debt underwriting, primarily
reflecting elevated industry-wide leveraged finance activity.

Goldman Sachs 2022 Form 10-K

in the

revenues

consolidated
Investment management
statements of earnings were $8.17 billion for 2021, 17%
higher than 2020, primarily due to higher management and
other fees, reflecting the impact of higher average assets
under supervision, partially offset by higher fee waivers on
incentive fees were
money market
significantly higher, primarily driven by harvesting.

In addition,

funds.

Commissions and fees in the consolidated statements of
earnings were $3.59 billion for 2021, essentially unchanged
compared with 2020.

Market making revenues in the consolidated statements of
earnings were $15.36 billion for 2021, essentially unchanged
compared with 2020, as significantly lower revenues in
interest rate products and credit products were largely offset
by significantly higher revenues in equity products (primarily
in derivatives) and commodities, and improved results in
mortgages.

Other principal transactions revenues in the consolidated
statements of earnings were $11.62 billion for 2021,
compared with $4.76 billion for 2020, primarily reflecting
significantly higher net gains from investments in private
equities and in debt instruments, partially offset by net losses
from investments in public equities compared with significant
net gains in 2020.

income

interest

deposits

Interest

liabilities,

Income. Net

in the
Net
consolidated statements of earnings was $6.47 billion for
2021, 36% higher than 2020, reflecting a decrease in interest
expense, partially offset by a decrease in interest income. The
decrease in interest expense is primarily related to other
interest-bearing
long-term
borrowings, each reflecting the impact of lower interest rates.
income primarily related to
The decrease in interest
collateralized agreements and trading assets, both reflecting
the impact of lower interest rates, partially offset by the
impact of higher
See
for
Information — Statistical
“Supplemental
Disclosures — Distribution of Assets, Liabilities and
Shareholders’ Equity” for further information about our
sources of net interest income.

average balances

Financial

loans.

and

Provision for Credit Losses
Provision for credit losses consists of provision for credit
losses on loans and lending commitments held for investment
and accounted for at amortized cost. See Note 9 to the
consolidated financial statements for further information
about the provision for credit losses.

The table below presents our provision for credit losses.

$ in millions

2022

Provision for credit losses

2,715 $

2021

357

2020

3,098

Year Ended December

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

losses in the
2022 versus 2021. Provision for credit
consolidated statements of earnings was $2.72 billion for
2022, compared with $357 million for 2021. Provisions for
2022 primarily reflected growth in the credit card portfolio,
the impact of macroeconomic and geopolitical concerns and
for 2021 reflected portfolio
net charge-offs. Provisions
growth in the credit card and wholesale portfolios, largely
offset by reserve reductions as
the broader economic
environment continued to improve following the initial
impact of the COVID-19 pandemic.

2021 versus 2020. Provision for credit
losses in the
consolidated statements of earnings was $357 million for
2021, compared with $3.10 billion for 2020. Provisions for
2021 reflected portfolio growth (primarily in credit cards,
including approximately $185 million of provisions related to
the commitment to acquire the General Motors co-branded
credit card portfolio), largely offset by reserve reductions on
continued
wholesale
improvement in the broader economic environment. This
followed challenging conditions in the prior year as a result
of the COVID-19 pandemic, which contributed to significant
provisions in 2020.

consumer

reflecting

loans

and

includes

Operating Expenses
Our operating expenses are primarily influenced by
compensation, headcount and levels of business activity.
Compensation and benefits
salaries, year-end
discretionary compensation, amortization of equity awards
and other items such as benefits. Discretionary compensation
is significantly impacted by, among other factors, the level of
net revenues, net of provision for credit
losses, overall
financial performance, prevailing labor markets, business
mix, the structure of our share-based compensation programs
and the external environment.

The table below presents our operating expenses by line item
and headcount.

Year Ended December

$ in millions
Compensation and benefits
Transaction based
Market development
Communications and technology
Depreciation and amortization
Occupancy
Professional fees
Other expenses
g
p
Total operating expenses

2022

2021

2020
$15,148 $17,719 $13,309
4,141
4,710
401
553
1,347
1,573
1,902
2,015
960
981
1,306
1,648
5,617
2,739
$31,164 $31,938 $28,983

5,312
812
1,808
2,455
1,026
1,887
2,716

Headcount at period-end

48,500

43,900

40,500

2022 versus 2021. Operating expenses in the consolidated
statements of earnings were $31.16 billion for 2022, 2% lower
than 2021. Our efficiency ratio was 65.8% for 2022,
compared with our medium-term target efficiency ratio of
approximately 60%. Our efficiency ratio was 53.8% for
2021.

The decrease in operating expenses compared with 2021 was
primarily due to lower compensation and benefits expenses
(reflecting a decline in operating performance compared with
a strong prior year). This decrease was partially offset by
higher non-compensation expenses, reflecting the inclusion of
NNIP and GreenSky and increases in transaction based
expenses and technology expenses. While certain expenses
(e.g., compensation and benefits, occupancy and market
development) were impacted by inflationary pressures, the
overall impact of higher inflation was not material to our
operating expenses for 2022.

Net provisions for litigation and regulatory proceedings were
$576 million for 2022 compared with $534 million for 2021.

Headcount increased 10% during 2022, primarily reflecting
investments in growth initiatives and the acquisitions of
NNIP and GreenSky.

2021 versus 2020. Operating expenses in the consolidated
statements of earnings were $31.94 billion for 2021, 10%
higher than 2020. Our efficiency ratio was 53.8% for 2021,
compared with 65.0% for 2020. In 2020, net provisions for
litigation and regulatory proceedings increased our efficiency
ratio by 7.6 percentage points.

expenses

(reflecting

strong performance).

The increase in operating expenses compared with 2020
primarily reflected significantly higher compensation and
In
benefits
addition, technology expenses and professional fees were
significantly higher and transaction based expenses were
higher. These increases were partially offset by significantly
lower net provisions for litigation and regulatory proceedings
and lower expenses related to consolidated investments
(including impairments).

Net provisions for litigation and regulatory proceedings were
$534 million for 2021 compared with $3.42 billion for 2020.

Charitable contributions to Goldman Sachs Gives were
approximately $250 million for 2021.

Headcount increased 8% during 2021, reflecting investments
in growth initiatives and an increase
in technology
professionals.

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

Provision for Taxes
The effective income tax rate for 2022 was 16.5%, down
from the full year income tax rate of 20.0% for 2021,
primarily due to an increase in the impact of permanent tax
benefits, partially offset by changes in the geographic mix of
earnings in 2022 compared with 2021.

and branches,

The U.K. Finance Act 2021 increased the corporate income
tax rate by six percent and the Finance Act 2022 decreased
the U.K. bank surcharge tax rate by five percent effective
from April 1, 2023. As a result, beginning April 1, 2023, the
U.K. tax rate for our U.K. regulated broker-dealer and bank
subsidiaries
including Goldman Sachs
International (GSI) and Goldman Sachs International Bank
(GSIB), will increase by one percent and the U.K. tax rate for
all other U.K. subsidiaries and branches will increase by six
percent. During 2022, following Royal Assent of Finance Act
2022, certain U.K. deferred tax assets and liabilities were
remeasured and a net reduction in deferred tax assets of
approximately $50 million was recognized.

In August 2022, the Inflation Reduction Act of 2022 was
signed into law. The Inflation Reduction Act of 2022 includes
income tax incentives to encourage investments in clean
energy and a new 15% corporate alternative minimum tax
(CAMT). The CAMT applies to corporations with average
annual profits over $1 billion and is calculated on their
financial statement income, with certain adjustments, for
years beginning after December 31, 2022. The legislation had
no impact on our 2022 annual effective tax rate and based on
our current understanding of the CAMT, is not expected to
have a material impact on our 2023 annual effective tax rate.

Segment Assets and Operating Results
Segment Assets. The table below presents assets by
segment.

As of December

$ in millions
Global Banking & Markets
Asset & Wealth Management
Platform Solutions
Total

2022

2021
$ 1,169,539 $1,201,996
221,150
40,842
$ 1,441,799 $1,463,988

214,970
57,290

The allocation process for segment assets is based on the
activities of these segments. The allocation of assets includes
allocation of GCLA (which consists of unencumbered, highly
liquid securities and cash), which is generally included within
cash and cash equivalents, collateralized agreements and
trading assets on our balance sheet. Due to the integrated
nature of these segments, estimates and judgments are made
in allocating these assets. See “Risk Management —
Liquidity Risk Management” for further information about
our GCLA.

Goldman Sachs 2022 Form 10-K

Segment Operating Results. The table below presents our
segment operating results.

$ in millions
Global Banking & Markets
Net revenues
Provision for credit losses
Operating expenses
Pre-tax earnings
Net earnings to common
Average common equity
Return on average common equity

Asset & Wealth Management
Net revenues
Provision for credit losses
Operating expenses
Pre-tax earnings
Net earnings to common
Average common equity
Return on average common equity

Platform Solutions
Net revenues
Provision for credit losses
Operating expenses
Pre-tax earnings/(loss)
Net earnings/(loss) to common
Average common equity
Return on average common equity

Total
Net revenues
Provision for credit losses
Operating expenses
Pre-tax earnings
Net earnings to common
Average common equity
Return on average common equity

Year Ended December

2022

2021

2020

468
17,851

$ 32,487 $36,734
(171)
19,542
$ 14,168 $17,363
$ 11,458 $13,535
$ 69,951 $60,064
16.4% 22.5%

$ 30,469
1,216
18,884
$ 10,369
$
7,428
$ 54,749
13.6%

519
11,550

$ 13,376 $21,965
(169)
11,406
1,307 $10,728
$
$
979 $ 8,459
$ 31,762 $29,988
3.1% 28.2%

$ 13,757
1,395
9,469
2,893
$
$
2,083
$ 24,963
8.3%

640 $
697
990

$ 1,502 $
1,728
1,763

334
487
630
(783)
(596)
864
(46.8)% (47.4)% (69.0)%

$ (1,989) $(1,047) $
$ (1,673) $ (843) $
$ 3,574 $ 1,777 $

2,715
31,164

$ 47,365 $59,339
357
31,938
$ 13,486 $27,044
$ 10,764 $21,151
$ 105,287 $91,829
10.2% 23.0%

$ 44,560
3,098
28,983
$ 12,479
$
8,915
$ 80,576
11.1%

Net revenues in our segments include allocations of interest
income and expense to specific positions in relation to the
such
cash generated by, or
positions. See Note 25 to the
consolidated financial
statements
information about our business
segments.

funding requirements of,

further

for

The allocation of common shareholders’ equity and preferred
stock dividends to each segment is based on the estimated
amount of equity required to support the activities of the
segment under relevant regulatory capital requirements. Net
earnings for each segment is calculated by applying the
firmwide tax rate to each segment’s pre-tax earnings.

Compensation and benefits expenses within our segments
reflect, among other factors, our overall performance, as well
as the performance of individual businesses. Consequently,
pre-tax margins in one segment of our business may be
significantly affected by the performance of our other
business segments. A description of segment operating results
follows.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

Global Banking & Markets
Global Banking & Markets generates revenues from the
following:

Investment banking fees. We provide advisory and
underwriting services and help companies raise capital to
strengthen and grow their businesses. Investment banking
fees includes the following:

• Advisory. Includes strategic advisory assignments with
respect to mergers and acquisitions, divestitures, corporate
defense activities, restructurings and spin-offs.

• Underwriting.

Includes public offerings and private
placements of a wide range of securities and other financial
instruments, including local and cross-border transactions
and acquisition financing.

FICC. FICC generates revenues from intermediation and
financing activities.

• FICC intermediation. Includes client execution activities
related to making markets in both cash and derivative
instruments, as detailed below.

Interest Rate Products. Government bonds (including
inflation-linked
other
government-backed securities, and interest rate swaps,
options and other derivatives.

across maturities,

securities)

Investment-grade

high-yield
Credit Products.
corporate securities, credit derivatives, exchange-traded
funds (ETFs), bank and bridge loans, municipal securities,
distressed debt and trade claims.

and

derivatives,

Currencies. Currency options, spot/forwards and other
derivatives on G-10 currencies and emerging-market
products.

Commodities. Commodity derivatives and, to a lesser
involving crude oil and
extent, physical commodities,
petroleum products, natural gas, agricultural, base,
precious and other metals, electricity, including renewable
power, environmental products and other commodity
products.

• FICC financing. Includes secured lending to our clients
through structured credit and asset-backed lending,
including warehouse loans backed by mortgages (including
residential and commercial mortgage loans), corporate
loans and consumer loans (including auto loans and private
student
loans). We also provide financing to clients
through securities purchased under agreements to resell
(resale agreements).

Equities. Equities generates revenues from intermediation
and financing activities.

• Equities intermediation. We make markets in equity
including ETFs,
securities and equity-related products,
convertible securities, options, futures and OTC derivative
instruments. We also structure and make markets in
derivatives on indices, industry sectors, financial measures
and individual company stocks. Our exchange-based
market-making activities include making markets in stocks
and ETFs,
futures and options on major exchanges
worldwide. In addition, we generate commissions and fees
from executing and clearing institutional client transactions
on major stock, options and futures exchanges worldwide,
as well as OTC transactions.

• Equities financing. Includes prime brokerage and other
equities financing activities, including securities lending,
margin lending and swaps. We earn fees by providing
clearing, settlement and custody services globally. 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 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. We provide
financing to our clients for their securities trading activities
through margin loans that are collateralized by securities,
cash or other acceptable collateral and provide securities-
based loans to individuals. In addition, we execute swap
transactions to provide our clients with exposure to
securities and indices.

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

Market-Making Activities
As a market maker, we facilitate transactions in both liquid
and less liquid markets, primarily for institutional clients,
such as corporations, financial institutions, investment funds
and governments, to assist clients in meeting their investment
objectives and in managing their risks. In this role, we seek to
earn the difference between the price at which a market
participant is willing to sell an instrument to us and the price
at which another market participant is willing to buy it from
us, and vice versa (i.e., bid/offer spread). In addition, we
maintain (i) market-making positions, typically for a short
period of time, in response to, or in anticipation of, client
demand, and (ii) positions to actively manage our risk
exposures that arise from these market-making activities
(collectively, inventory). Our inventory is recorded in trading
assets (long positions) or trading liabilities (short positions)
in our consolidated balance sheets.

are

results

influenced

combination

Our
of
interconnected drivers, including (i) client activity levels and
transactional bid/offer spreads (collectively, client activity),
and (ii) changes in the fair value of our inventory and interest
income and interest expense related to the holding, hedging
and funding of our inventory (collectively, market-making
inventory changes). Due to the integrated nature of our
market-making activities, disaggregation of net revenues into
client activity and market-making inventory changes is
judgmental and has inherent complexities and limitations.

The amount and composition of our net revenues vary over
time as these drivers are impacted by multiple interrelated
factors affecting economic and market conditions, including
volatility and liquidity in the market, changes in interest
rates, currency exchange rates, credit spreads, equity prices
investor confidence, and other
and commodity prices,
macroeconomic concerns and uncertainties.

In general, assuming all other market-making conditions
remain constant, increases in client activity levels or bid/offer
spreads tend to result in increases in net revenues, and
decreases tend to have the opposite effect. However, changes
in market-making conditions can materially impact client
activity levels and bid/offer spreads, as well as the fair value
of our inventory. For example, a decrease in liquidity in the
market could have the impact of (i) increasing our bid/offer
spread,
(ii) decreasing investor confidence and thereby
decreasing client activity levels, and (iii) widening of credit
spreads on our inventory positions.

Other. We lend to corporate clients,
including through
relationship lending and acquisition financing. The hedges
related to this lending and financing activity are also reported
as part of Other. Other also includes equity and debt
investing activities related to our Global Banking & Markets
activities.

Goldman Sachs 2022 Form 10-K

The table below presents our Global Banking & Markets
assets.

$ in millions
Cash and cash equivalents
Collateralized agreements
Customer and other receivables
Trading assets
Investments
Loans
Other assets
Total

As of December

2022

2021
167,203 $ 178,359
359,100
380,157
147,958
122,037
351,920
272,788
56,228
103,229
94,597
107,648
13,834
16,477
1,169,539 $ 1,201,996

The table below presents details about our Global Banking &
Markets loans.

$ in millions
Corporate
Real estate
Securities-based
Other collateralized
Other
Loans, gross
Allowance for loan losses
Total loans

As of December

2022
25,776 $
33,215
3,857
45,407
561
108,816
(1,168)
107,648 $

2021
22,068
34,986
3,017
33,077
2,311
95,459
(862)
94,597

Our average Global Banking & Markets gross loans were
$105.11 billion for 2022 and $74.34 billion for 2021.

The table below presents our Global Banking & Markets
operating results.

Year Ended December

$ in millions
Advisory
Equity underwriting
Debt underwriting
Investment banking fees

FICC intermediation

FICC financing

FICC

Equities intermediation

Equities financing

Equities

Other
Net revenues
Provision for credit losses
Operating expenses
Pre-tax earnings
Provision for taxes
Net earnings
Preferred stock dividends
g
Net earnings to common

Average common equity
Return on average common equity

2022

2021
$ 4,704 $ 5,654
4,985
3,497
14,136

848
1,808
7,360

11,890

2,786

8,714

1,897

14,676

10,611

6,662

4,326

7,707

4,015

10,988

11,722

(537)
32,487
468
17,851
14,168
2,338
11,830
372

265
36,734
(171)
19,542
17,363
3,473
13,890
355
$11,458 $13,535

$69,951 $60,064
16.4% 22.5%

2020
$ 3,064
3,376
2,660
9,100

10,106

1,347

11,453

7,069

2,815

9,884

32
30,469
1,216
18,884
10,369
2,509
7,860
432
$ 7,428

$54,749
13.6%

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

The table below presents our FICC and Equities net revenues
by line item in the consolidated statements of earnings.

The table below presents our unaudited quarterly Global
Banking & Markets operating results.

$ in millions
Year Ended December 2022
Market making
Commissions and fees
Other principal transactions
Net interest income
Total

Year Ended December 2021

Market making
Commissions and fees
Other principal transactions
Net interest income
Total

Year Ended December 2020

Market making
Commissions and fees
Other principal transactions
Net interest income
Total

In the table above:

FICC Equities

$12,422 $ 6,212
3,791
41
944
$14,676 $ 10,988

–
377
1,877

$ 7,690 $ 7,667
3,514
72
469
$10,611 $ 11,722

–
362
2,559

$ 8,941 $ 6,487
3,339
9
49
$11,453 $ 9,884

–
96
2,416

commissions

• See “Net Revenues” for information about market making
revenues,
principal
and
transactions revenues and net interest income. See Note 25
to the consolidated financial statements for net interest
income by segment.

other

fees,

• The

primary

driver

net

revenues

for

FICC

intermediation for all periods was client activity.

$ in millions
2022
Advisory
Equity underwriting
Debt underwriting
Investment banking fees

FICC intermediation

FICC financing
FICC

Equities intermediation

Equities financing
Equities

Other

Net revenues
Provision for credit losses
Operating expenses
Pre-tax earnings

2021
Advisory
Equity underwriting
Debt underwriting
Investment banking fees

FICC intermediation

FICC financing
FICC

Equities intermediation

Equities financing
Equities

Other

Net revenues
Provision for credit losses
Operating expenses
Pre-tax earnings

2020
Advisory
Equity underwriting
Debt underwriting
Investment banking fees

FICC intermediation

FICC financing
FICC

Equities intermediation

Equities financing
Equities

Other

Net revenues
Provision for credit losses
Operating expenses
Pre-tax earnings

First
Quarter

Second
Fourth
Quarter Quarter Quarter

Third

1,127 $
276
741
2,144

1,197 $
145
457
1,799

972 $ 1,408
183
244
328
282
1,873
1,544

4,099

631
4,730

2,178

1,061
3,239

2,921

721
3,642

1,767

1,177
2,944

2,896

721
3,617

1,608

1,124
2,732

1,974

713
2,687

1,109

964
2,073

(51)

(43)

(329)

(114)

10,062
191
4,973
4,898 $

8,342
7,564
6,519
208
63
6
4,223
4,224
4,431
3,703 $ 3,277 $ 2,290

1,117 $
1,539
877
3,533

1,257 $ 1,649 $ 1,631
1,023
1,167
1,256
724
949
947
3,601
3,540
3,462

3,472

435
3,907

2,620

1,084
3,704

170

11,314
(99)
5,892
5,521 $

780 $
377
576
1,733

2,496

435
2,931

1,533

729
2,262

351

7,277
564
4,007
2,706 $

1,922

395
2,317

1,795

887
2,682

2,007

512
2,519

1,949

1,207
3,156

1,313

555
1,868

1,343

837
2,180

239

(85)

(59)

7,590
9,130
8,700
(16)
(10)
(46)
5,470
4,090
4,090
3,276 $ 5,050 $ 3,516

687 $

1,050
988
2,725

3,831

302
4,133

2,217

900
3,117

506 $ 1,091
1,106
843
571
525
2,722
1,920

2,232

278
2,510

1,497

580
2,077

1,547

332
1,879

1,822

606
2,428

(151)

(36)

(132)

6,897
6,471
9,824
(41)
(9)
702
7,777
3,590
3,510
1,345 $ 2,970 $ 3,348

The table below presents our
underwriting transaction volumes.

financial advisory and

$ in billions
Announced mergers and acquisitions
Completed mergers and acquisitions
Equity and equity-related offerings
Debt offerings

Year Ended December

2022

2021
$ 1,237 $ 1,771
$ 1,355 $ 1,588
140
33 $
$
341
222 $
$

2020
$ 904
$ 1,037
$ 115
$ 352

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

In the table above:

• Volumes are per Dealogic.

• Announced and completed mergers and acquisitions
volumes are based on full credit to each of the advisors in a
transaction. Equity and equity-related and debt offerings
are based on full credit for single book managers and equal
credit for joint book managers. Transaction volumes may
not be indicative of net revenues in a given period. In
addition, transaction volumes for prior periods may vary
from amounts previously reported due to the subsequent
withdrawal or a change in the value of a transaction.

• Equity and equity-related offerings includes Rule 144A and
public common stock offerings, convertible offerings and
rights offerings.

• Debt offerings includes non-convertible preferred stock,
mortgage-backed securities, asset-backed securities and
taxable municipal debt. It also includes publicly registered
and Rule 144A issues and excludes leveraged loans.

Operating Environment. During 2022, Global Banking &
Markets operated in an environment generally characterized
by broad macroeconomic and geopolitical concerns and
market volatility, which negatively affected industry-wide
for
investment
underwriting, but
contributed to solid market-making
activity levels.

particularly

banking

activity

levels,

In investment banking, compared with 2021, industry-wide
equity underwriting volumes were low amid volatile equity
markets and a decline in prices, and industry-wide debt
underwriting volumes declined across leveraged finance and
rates.
investment grade
and
Additionally,
acquisitions transactions declined from elevated levels in the
prior year.

issuances amid rising interest
completed mergers

industry-wide

For volatility,
the average daily VIX was 30% higher
the S&P 500 Index
In equities,
compared with 2021.
decreased by 19% and the MSCI World Index decreased by
20%, compared with the end of 2021. Additionally, global
central banks sought to address inflation by increasing policy
interest rates several times over the course of the year.

related to hedges on our

In the future, if market and economic conditions deteriorate
further, and activity levels or volatility decline, or credit
relationship lending
spreads
portfolio tighten, net revenues in Global Banking & Markets
would likely be negatively impacted. In addition, if economic
conditions deteriorate further or if the creditworthiness of
borrowers deteriorates, provision for credit losses would
likely be negatively impacted.

Goldman Sachs 2022 Form 10-K

2022 versus 2021. Net revenues in Global Banking &
Markets were $32.49 billion for 2022, 12% lower than a
strong 2021.

Investment banking fees were $7.36 billion, 48% lower than a
strong 2021, due to significantly lower net revenues in both
Equity and Debt underwriting, reflecting a significant decline
in industry-wide volumes, and lower net
in
Advisory, reflecting a decline in industry-wide completed
mergers and acquisitions transactions from elevated activity
levels in the prior year.

revenues

As of December 2022, our Investment banking fees backlog
decreased significantly compared with the end of 2021,
primarily due to significantly lower estimated net revenues
from both potential advisory transactions and potential debt
underwriting transactions (primarily from leveraged finance
transactions).

the long term,

impact our net

Our backlog represents an estimate of our net revenues from
future transactions where we believe that future revenue
realization is more likely than not. We believe changes in our
backlog may be a useful indicator of client activity levels
revenues.
which, over
However, the time frame for completion and corresponding
revenue recognition of transactions in our backlog varies
based on the nature of the assignment, as certain transactions
may remain in our backlog for longer periods of time. In
addition, our backlog is subject to certain limitations, such as
assumptions about
individual client
transactions will occur in the future. Transactions may be
cancelled or modified, and transactions not included in the
estimate may also occur.

the likelihood that

Net revenues in FICC were $14.68 billion, 38% higher than
2021, primarily reflecting significantly higher net revenues in
FICC intermediation, driven by significantly higher net
revenues
and
commodities, partially offset by significantly lower net
revenues in mortgages and lower net revenues in credit
products. In addition, net revenues in FICC financing were
significantly higher, primarily driven by secured lending.

currencies

products,

interest

rate

The increase in FICC intermediation net revenues reflected
significantly higher client activity as we supported clients
environment. The
amid an evolving macroeconomic
following
FICC
our
information
intermediation net revenues by business, compared with 2021
results:

provides

about

• Net revenues in interest rate products, currencies and

commodities primarily reflected higher client activity.

• Net revenues in mortgages and credit products primarily
challenging market-making

impact of
reflected the
conditions on our inventory.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

Net revenues in Equities were $10.99 billion, 6% lower than
2021, due to lower net revenues in Equities intermediation,
reflecting significantly lower net revenues in cash products
and lower net revenues in derivatives. Net revenues in
Equities financing were higher, primarily reflecting increased
client activity.

revenues

Net
in Other were $(537) million for 2022,
compared with $265 million for 2021, reflecting significantly
lower net gains from investments in equities and net mark-
downs on acquisition financing activities.

Provision for credit
losses was $468 million for 2022,
compared with a net benefit of $171 million for 2021.
Provisions for 2022 primarily reflected the impact of broad
macroeconomic and geopolitical concerns, while the net
benefit for 2021 reflected reserve reductions as the broad
economic environment continued to improve following the
initial impact of the COVID-19 pandemic, partially offset by
growth in the portfolio.

Operating expenses were $17.85 billion for 2022, 9% lower
than 2021,
reflecting lower compensation and benefits
expenses (reflecting a decline in operating performance
compared with a strong prior year). Pre-tax earnings were
$14.17 billion for 2022, 18% lower than 2021.

2021 versus 2020. Net revenues in Global Banking &
Markets were $36.73 billion for 2021, 21% higher than 2020.

Investment banking fees were $14.14 billion, 55% higher than
2020, due to significantly higher net revenues in Advisory,
reflecting a significant increase in completed mergers and
acquisitions volumes,
in Equity underwriting, primarily
driven by strong industry-wide initial public offerings
activity, and in Debt underwriting, primarily reflecting
elevated industry-wide leveraged finance activity.

As of December 2021, our Investment banking fees backlog
increased significantly compared with December 2020, due to
significantly higher estimated net revenues from potential
advisory transactions and potential debt underwriting
finance
transactions
(particularly
transactions), and higher estimated net
from
potential equity underwriting transactions.

from leveraged

revenues

Net revenues in FICC were $10.61 billion, 7% lower than
2020, due to lower net revenues in FICC intermediation,
reflecting significantly lower net revenues in interest rate
products and credit products and slightly lower net revenues
in currencies, partially offset by significantly higher net
revenues
in
commodities. Net
in FICC financing were
reflecting significantly higher net
significantly higher,
by
offset
revenues
significantly lower net revenues from resale agreements.

and higher net

from secured

in mortgages

revenues

partially

lending,

The decrease in FICC intermediation net revenues reflected
strong but significantly lower client activity compared with
very strong activity levels in the prior year due to high
volatility amid the COVID-19 pandemic. This was partially
offset by the impact of improved market-making conditions
on our inventory compared with challenging conditions in
the prior year. The following provides information about our
FICC intermediation net revenues by business, compared
with 2020 results:

• Net revenues in interest rate products primarily reflected

lower client activity.

• Net revenues in credit products and currencies reflected
lower client activity, partially offset by the impact of
improved market-making conditions on our inventory.

• Net

revenues

in mortgages

reflected the impact of

improved market-making conditions on our inventory.

• Net revenues in commodities primarily reflected higher

client activity.

Net revenues in Equities were $11.72 billion, 19% higher than
2020, due to significantly higher net revenues in Equities
financing, primarily reflecting increased activity (including
higher average client balances), and higher net revenues in
Equities
intermediation, primarily reflecting higher net
revenues in derivatives.

Net revenues in Other were $265 million for 2021, compared
with $32 million for 2020, primarily reflecting significantly
higher net gains from investments in equities.

Provision for credit losses was a net benefit of $171 million
for 2021, compared with net provisions of $1.22 billion for
2020, primarily due to reserve reductions in the year
reflecting continued improvement in the broad economic
environment
in 2020
resulting from the COVID-19 pandemic, partially offset by
portfolio growth.

following challenging conditions

transaction based expenses,
lower net provisions

Operating expenses were $19.54 billion for 2021, 3% higher
than 2020, primarily due to significantly higher compensation
and benefits expenses (reflecting strong performance) and
largely offset by
higher
significantly
litigation and
for
regulatory proceedings. Pre-tax earnings were $17.36 billion,
67% higher than 2020. ROE was 22.5% for 2021, compared
with 13.6% for 2020 (which included the impact of net
provisions for litigation and regulatory proceedings that
reduced ROE by 5.4 percentage points).

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

alternative

investments. We

We manage client assets across a broad range of investment
strategies and asset classes, including equity, fixed income
and
investment
solutions, including those managed on a fiduciary basis by
our portfolio managers, as well as those managed by third-
party managers. We offer our investment solutions in a
variety of structures, including separately managed accounts,
mutual funds, private partnerships and other commingled
vehicles.

provide

We also provide tailored wealth advisory services to clients
across the wealth spectrum. We operate globally serving
individuals, families, family offices, and foundations and
endowments. Our relationships are established directly or
financial
introduced through companies
wellness programs for their employees.

sponsor

that

We offer personalized financial planning to individuals and
also provide customized investment advisory solutions, and
offer structuring and execution capabilities in securities and
derivative products across all major global markets.
In
addition, we offer clients a full range of private banking
services, including a variety of deposit alternatives and loans
that our clients use to finance investments in both financial
and nonfinancial assets, bridge cash flow timing gaps or
provide liquidity and flexibility for other needs.

We invest in alternative investments across a range of asset
classes that seek to deliver long-term accretive risk-adjusted
returns. Our investing activities, which are typically longer-
term, include investments in corporate equity, credit, real
estate and infrastructure assets.

We also raise deposits and have issued unsecured loans to
consumers through Marcus by Goldman Sachs (Marcus). We
have started a process to cease offering new loans through
Marcus.

Goldman Sachs 2022 Form 10-K

Asset & Wealth Management generates revenues from the
following:

investing

and wealth advisory

• Management and other fees. We receive fees related to
managing assets for institutional and individual clients,
providing
solutions,
providing financial planning and counseling services via
Ayco Personal Financial Management, and executing
brokerage transactions for wealth management clients. The
majority of revenues in management and other fees consists
of asset-based fees on client assets that we manage. For
further information about assets under supervision, see
“Assets Under Supervision” below. The fees that we charge
vary by asset class, client channel and the types of services
provided, and are affected by investment performance, as
well as asset inflows and redemptions.

• Incentive fees. In certain circumstances, we also receive
incentive fees based on a percentage of a fund’s or a
separately managed account’s return, or when the return
exceeds a specified benchmark or other performance
targets. Such fees include overrides, which consist of the
increased share of the income and gains derived primarily
from our private equity and credit funds when the return
on a fund’s investments over the life of the fund exceeds
certain threshold returns.

• Private banking and lending. Our private banking and
lending activities include issuing loans to our wealth
management clients. We also accept deposits from wealth
management clients, including through Marcus. We have
also issued unsecured loans to consumers through Marcus
and have started a process to cease offering new loans.
Additionally, we provide investing services through Marcus
Invest to U.S. customers. Private banking and lending
revenues include net interest income allocated to deposits
and net interest income earned on loans to individual
clients.

• Equity investments. Includes investing activities related
to our asset management activities primarily related to
public and private equity investments in corporate, real
estate and infrastructure assets. We also make investments
through
(CIEs),
substantially all of which are engaged in real estate
investment activities.

consolidated

investment

entities

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

The table below presents our Asset & Wealth Management
assets.

As of December

The table below presents our Asset management and Wealth
management net revenues by line item in Asset & Wealth
Management.

$ in millions
Cash and cash equivalents
Collateralized agreements
Customer and other receivables
Trading assets
Investments
Loans
Other assets
Total

2022

2021
54,065 $ 62,652
18,737
23,723
12,712
13,409
17,739
19,860
32,491
27,400
56,676
56,338
20,143
20,175
$ 214,970 $ 221,150

The table below presents details about our Asset & Wealth
Management loans.

$ in millions
Corporate
Real estate
Securities-based
Other collateralized
Installment
Other
Loans, gross
Allowance for loan losses
Total loans

As of December

2022

2021
14,359 $ 15,575
18,688
18,699
13,635
12,814
5,186
6,295
3,646
4,474
1,708
1,700
58,438
58,341
(1,762)
(2,003)
56,338 $ 56,676

The average Asset & Wealth Management gross loans were
$59.35 billion for 2022 and $56.85 billion for 2021.

The table below presents our Asset & Wealth Management
operating results.

Year Ended December

$ in millions
Management and other fees
Incentive fees
Private banking and lending
Equity investments
Debt investments
Net revenues
Provision for credit losses
Operating expenses
Pre-tax earnings
Provision for taxes
Net earnings
Preferred stock dividends
Net earnings to common
g

2022

2021
$ 8,781 $ 7,750
616
359
1,661
2,458
8,794
610
3,144
1,168
21,965
13,376
(169)
519
11,406
11,550
10,728
1,307
2,146
215
8,582
1,092
113
123
979 $ 8,459

2020
$ 6,750
401
1,372
3,902
1,332
13,757
1,395
9,469
2,893
700
2,193
110
$ 2,083

Average common equity
Return on average common equity

$ 31,762 $ 29,988
28.2%

3.1%

$24,963
8.3%

$ in millions

Asset
management

Wealth
management

Asset & Wealth
Management

Year Ended December 2022
Management and other fees $
Incentive fees
Private banking and lending
Equity investments
Debt investments
Total

Year Ended December 2021

Management and other fees $
Incentive fees
Private banking and lending
Equity investments
Debt investments
Total

Year Ended December 2020

Management and other fees $
Incentive fees
Private banking and lending
Equity investments
Debt investments
Total

3,817 $
359
–
610
1,168
5,954 $

2,918 $
616
–
8,794
3,144
15,472 $

2,782 $
401
–
3,902
1,332
8,417 $

4,964 $
–
2,458
–
–
7,422 $

4,832 $
–
1,661
–
–
6,493 $

3,968 $
–
1,372
–
–
5,340 $

8,781
359
2,458
610
1,168
13,376

7,750
616
1,661
8,794
3,144
21,965

6,750
401
1,372
3,902
1,332
13,757

In the table above,
incentive fees previously included in
Wealth management have been reclassified to Asset
management to better reflect the activities of the reporting
unit
that generated the underlying revenues. Previously,
incentive fees related to wealth management clients were
reflected in Wealth management. Prior periods have been
conformed to the current presentation.

The table below presents our Equity investments net revenues
by equity type and asset class.

$ in millions
Equity Type
Private equity
Public equity
Total

Asset Class
Real estate
Corporate
Total

Year Ended December

2022

2021

2020

$ 2,078 $ 8,826
(32)
610 $ 8,794

(1,468)

$ 2,329
1,573
$ 3,902

$ 1,482 $ 2,489
(872)
6,305
610 $ 8,794

$ 1,621
2,281
$ 3,902

The table below presents details about our Debt investments
net revenues.

Year Ended December

$ in millions
Fair value net gains/(losses)
Net interest income
Total

2022
2021
(415) $ 1,216
1,928
$ 1,168 $ 3,144

1,583

2020
(268)
1,600
$ 1,332

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

The table below presents our unaudited quarterly Asset &
Wealth Management operating results.

$ in millions
2022
Management and other fees

Incentive fees

Private banking and lending
Equity investments

Debt investments

Net revenues
Provision for credit losses

Operating expenses

Pre-tax earnings/(loss)

2021
Management and other fees

Incentive fees

Private banking and lending
Equity investments

Debt investments

Net revenues

Provision for credit losses

Operating expenses

Pre-tax earnings

2020

Management and other fees

Incentive fees

Private banking and lending

Equity investments

Debt investments

Net revenues

Provision for credit losses

Operating expenses

First
Quarter

Second
Fourth
Quarter Quarter Quarter

Third

2,035 $
79

2,243 $ 2,255 $ 2,248
39

185

492
(294)

291

2,603
203

2,409

538
(104)

317

3,179
149

2,823

675
721

326

4,033
(13)

2,955

753
287

234

3,561
180

3,363

(9) $

207 $ 1,091 $

1,839 $

1,879 $ 1,985 $ 2,047

416
2,965

963

6,251

(140)

3,315

387
3,425

765

220

432
957

711

235

426
1,447

705

6,549

4,305

4,860

(159)

2,983

2,232

2,876

3,076 $

3,725 $ 2,015 $ 1,912

1,603 $

1,642 $ 1,708 $ 1,797

223

377

(56)

(710)

1,437

281

2,307

245

896

557

341

409

1,377

1,685

728

757

3,384

4,189

4,747

781

203

130

2,471

2,550

2,141

Pre-tax earnings/(loss)

(1,151) $

132 $ 1,436 $ 2,476

operated

environment

Operating Environment. During 2022, Asset & Wealth
Management
generally
characterized by broad macroeconomic and geopolitical
concerns and market volatility, which contributed to a
decrease in asset prices compared to the end of 2021,
negatively affecting assets under supervision and investments.
Additionally, global central banks sought to address inflation
by increasing policy interest rates several times over the
course of the year.

In the future, if market and economic conditions deteriorate
further, it may lead to a continued decline in asset prices, or
investors transitioning to asset classes that typically generate
lower fees or withdrawing their assets or deposits, and net
revenues in Asset & Wealth Management would likely
continue to be negatively impacted.

2022 versus 2021. Net revenues in Asset & Wealth
Management were $13.38 billion for 2022, 39% lower than
2021, primarily reflecting significantly lower net revenues in
Equity investments and Debt investments.

Goldman Sachs 2022 Form 10-K

Broad macroeconomic and geopolitical concerns during the
year led to a decline in global equity prices and wider credit
spreads. As a result, net revenues in Equity investments
reflected significantly lower net gains from investments in
private equities and significant mark-to-market net losses
from investments in public equities. The decrease in Debt
investments net revenues reflected net mark-downs compared
with net mark-ups in the prior year and lower net interest
income. Incentive fees were significantly lower, primarily
driven by harvesting in the prior year. Management and
other fees were higher, reflecting the inclusion of NNIP and a
reduction in fee waivers on money market funds. Private
banking and lending net revenues were significantly higher,
primarily reflecting higher deposit spreads, as well as higher
loan and deposit balances.

Provision for credit
losses was $519 million for 2022,
compared with a net benefit of $169 million for 2021.
for 2022 primarily reflected the impact of
Provisions
macroeconomic and geopolitical concerns, while the net
benefit for 2021 reflected reserve reductions as the broad
economic environment continued to improve following the
initial impact of the COVID-19 pandemic.

Operating expenses were $11.55 billion for 2022, essentially
unchanged compared with 2021, reflecting the inclusion of
operating expenses related to NNIP, largely offset by lower
compensation and benefits expenses. Pre-tax earnings were
$1.31 billion for 2022, compared with $10.73 billion for 2021.

2021 versus 2020. Net revenues in Asset & Wealth
Management were $21.97 billion for 2021, 60% higher than
2020, primarily reflecting significantly higher net revenues in
Equity investments and Debt
investments, and higher
Management and other fees.

investments net

The increase in Equity investments net revenues reflected
significantly higher net gains from investments in private
equities, driven by company-specific events and improved
corporate performance compared with 2020, partially offset
by net losses from investments in public equities compared
with significant net gains in the prior year. The increase in
Debt
reflected net mark-ups
revenues
compared with net mark-downs in the prior year, and
significantly higher net interest income. The increase in
management and other fees reflected the impact of higher
average assets under supervision, partially offset by higher fee
waivers on money market funds. Private banking and lending
net revenues were higher, primarily reflecting higher deposit
balances. Incentive fees were significantly higher, primarily
driven by harvesting.

Provision for credit losses was a net benefit of $169 million
for 2021, compared with net provisions of $1.40 billion for
2020, primarily due to reserve reductions in the year
reflecting continued improvement in the broad economic
environment
in 2020
resulting from the COVID-19 pandemic.

following challenging conditions

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

Operating expenses were $11.41 billion for 2021, 20% higher
than 2020, primarily due to significantly higher compensation
and benefits expenses (reflecting strong performance). Pre-
tax earnings were $10.73 billion for 2021, compared with
$2.89 billion for 2020.

Assets Under Supervision. AUS includes our institutional
clients’ assets, assets sourced through third-party distributors
and high-net-worth clients’ assets where we earn a fee for
managing assets on a discretionary basis. This includes net
assets in our mutual funds, hedge funds, credit funds, private
equity funds, real estate funds, and separately managed
accounts for institutional and individual investors. AUS also
includes client assets invested with third-party managers,
private bank deposits and advisory relationships where we
earn a fee for advisory and other services, but do not have
investment discretion. AUS does not include the self-directed
brokerage assets of our clients.

The table below presents information about our firmwide
period-end AUS by asset class, client channel, region and
vehicle.

$ in billions
Asset Class
Alternative investments
Equity
Fixed income
Total long-term AUS
Liquidity products
Total AUS

Client Channel
Institutional
Wealth management
Third-party distributed
Total AUS

Region
Americas
EMEA
Asia
Total AUS

Vehicle
Separate accounts
Public funds
Private funds and other
Total AUS

In the table above:

As of December

2022

2021

2020

263 $
563
1,010
1,836
711
2,547 $

236 $
613
940
1,789
681
2,470 $

905 $
712
930
2,547 $

824 $
751
895
2,470 $

1,806 $
548
193
2,547 $

1,930 $
354
186
2,470 $

1,388 $
862
297
2,547 $

1,347 $
811
312
2,470 $

191
475
896
1,562
583
2,145

761
615
769
2,145

1,656
318
171
2,145

1,186
707
252
2,145

• Liquidity products includes money market

funds and

private bank deposits.

• EMEA represents Europe, Middle East and Africa.

The table below presents changes in our AUS.

$ 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)
Acquisitions
Net market appreciation/(depreciation)
Ending balance

Year Ended December

2022

2021
$ 2,470 $ 2,145

2020
$ 1,859

19
13
18
50
16
66
316
(305)

33
41
56
130
98
228
–
97
$ 2,547 $ 2,470

(1)
(4)
47
42
121
163
–
123
$ 2,145

In the table above, acquisitions for 2022 included inflows
from the acquisitions of NNIP and NextCapital Group, Inc.,
and from the acquisition of the assets of Bombardier Global
Pension Asset Management Inc. For each, substantially all of
the inflows were in fixed income and equity assets.

The table below presents information about our average
monthly firmwide AUS by asset class.

$ in billions
Asset Class
Alternative investments
Equity
Fixed income
Total long-term AUS
Liquidity products
Total AUS

Average for the
Year Ended December

2022

2021

2020

253 $
581
992
1,826
693
2,519 $

211
547
919
1,677
625
2,302

183
409
829
1,421
573
1,994

In addition to our AUS, we have discretion over alternative
investments where we currently do not earn management fees
(non-fee-earning alternative assets).
We earn management fees on client assets that we manage
and also receive incentive fees based on a percentage of a
fund’s or a separately managed account’s return, or when the
return exceeds a specified benchmark or other performance
is
targets. These incentive fees are recognized when it
probable that a significant reversal of such fees will not
occur. Our estimated unrecognized incentive fees were
$3.33 billion as of December 2022, $3.39 billion as of
December 2021 and $1.79 billion as of December 2020. Such
amounts are based on the completion of the funds’ financial
statements, which is generally one quarter in arrears. These
fees will be recognized, assuming no decline in fair value, if
and when it is probable that a significant reversal of such fees
will not occur, which is generally when such fees are no
longer subject to fluctuations in the market value of the
assets.

Our target is to achieve annual firmwide management and
other fees of more than $10 billion (including more than $2
billion from alternatives) in 2024.

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

The table below presents our average effective management
fee (which excludes non-asset-based fees) earned on our
firmwide AUS by asset class.

Effective fees (bps)
Alternative investments
Equity
Fixed income
Liquidity products
Total average effective fee

Year Ended December

2022
64
57
17
14
31

2021
63
60
17
5
29

2020
61
58
18
14
29

In the table above, our average effective management fee for
liquidity products increased during 2022 compared to 2021,
primarily reflecting higher management fee waivers in 2021.

The table below presents details about our monthly average
AUS for alternative investments and the average effective
management fee we earned on such assets.

$ in billions

Direct
Strategies

Fund of
Funds

Total

Year Ended December 2022
Average AUS
Corporate equity
Credit
Real estate
Hedge funds and other
Funds and discretionary accounts
Advisory accounts
Total average AUS for alternative investments
Effective Fees (bps)
Corporate equity
Credit
Real estate
Hedge funds and other
Funds and discretionary accounts
Advisory accounts
Total average effective fee

Year Ended December 2021
Average AUS
Corporate equity
Credit
Real estate
Hedge funds and other
Funds and discretionary accounts
Advisory accounts
Total average AUS for alternative investments
Effective Fees (bps)
Corporate equity
Credit
Real estate
Hedge funds and other
Funds and discretionary accounts
Advisory accounts
Total average effective fee

Year Ended December 2020
Average AUS
Corporate equity
Credit
Real estate
Hedge funds and other
Funds and discretionary accounts
Advisory accounts
Total average AUS for alternative investments
Effective Fees (bps)
Corporate equity
Credit
Real estate
Hedge funds and other
Funds and discretionary accounts
Advisory accounts
Total average effective fee

Goldman Sachs 2022 Form 10-K

27 $
36
10
45
118 $

133
81
87
64
87

20 $
18
8
43
89 $

118
102
94
65
87

15 $
13
7
37
72 $

132
95
88
63
86

61 $
2
8
22
93 $

61
51
50
49
57

59 $
2
7
19
87 $

57
53
55
55
56

58 $
2
6
17
83 $

57
52
62
53
57

88
38
18
67
211
42
253

83
80
70
59
74
16
64

79
20
15
62
176
35
211

72
98
76
62
72
17
63

73
15
13
54
155
28
183

73
89
75
60
70
13
61

In the table above:

• Direct strategies primarily includes our private equity,
growth equity, private credit, liquid alternatives and real
estate strategies. Fund of funds primarily includes our
Alternative Investments & Manager Selection (AIMS)
business. AIMS invests in leading private equity, hedge
fund, real estate and credit third-party managers as a
limited partner, secondary-market investor, co-investor or
management company partner.

• Certain AUS previously reported in Direct Strategies were
reclassified to Fund of Funds to better reflect the nature of
the underlying strategy. Prior periods amounts have been
conformed to the current presentation.

The table below presents information about our period-end
AUS for alternative investments, non-fee-earning alternative
investments and total alternative investments.

$ in billions
As of December 2022
Corporate equity
Credit
Real estate
Hedge funds and other
Funds and discretionary accounts
Advisory accounts
Total alternative investments

As of December 2021
Corporate equity
Credit
Real estate
Hedge funds and other
Funds and discretionary accounts
Advisory accounts
Total alternative investments

As of December 2020
Corporate equity
Credit
Real estate
Hedge funds and other
Funds and discretionary accounts
Advisory accounts
Total alternative investments

In the table above:

Non-fee-earning
alternative
assets

Total
alternative
assets

AUS

$ 94 $
44
18
65
221
42
$ 263 $

$ 87 $
25
16
70
198
38
$ 236 $

$ 74 $
18
13
56
161
30
$ 191 $

76 $
73
36
2
187
–
187 $

78 $
79
39
2
198
2
200 $

50 $
80
43
2
175
1
176 $

170
117
54
67
408
42
450

165
104
55
72
396
40
436

124
98
56
58
336
31
367

• Corporate equity primarily includes private equity.

• Total alternative investments included uncalled capital that
is available for future investing of $54 billion as of
December 2022, $42 billion as of December 2021 and $44
billion as of December 2020.

• Non-fee-earning alternative investments primarily includes
investments that we hold on our balance sheet, our
unfunded commitments, unfunded commitments of our
clients (where we do not charge fees on commitments),
credit facilities collateralized by fund assets and employee
funds. Our calculation of non-fee-earning alternative
investments may not be comparable to similar calculations
used by other companies.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

• Non-fee-earning alternative investments primarily includes
including private equity,

our direct investing strategies,
growth equity, private credit and real estate strategies.

We have announced a strategic objective of growing our
third-party alternatives business, and have established a
target of achieving gross
inflows of $225 billion for
alternative investments from 2020 through the end of 2024.

third-party
The table below presents information about
commitments raised in our alternatives business from 2020
through 2022.

$ in billions
Included in AUS
Included in non-fee-earning alternative assets
Third-party commitments raised

As of
December 2022
118
61
179

In the table above, commitments included in non-fee-earning
alternative investments included approximately $44 billion,
which will begin to earn fees (and become AUS) if and when
the commitments are drawn and assets are invested.

The table below presents information about alternative
investments in Asset & Wealth Management that we hold on
our balance sheet.

$ in billions
As of December 2022
Corporate equity
Credit
Real estate
Other
Total

As of December 2021
Corporate equity
Credit
Real estate
Other
Total

As of December 2020

Corporate equity
Credit
Real estate
Other
Total

Loans

Debt
securities

Equity
securities

CIE
investments
and other

Total

– $

14
5
–
19 $

– $

15
7
–
22 $

– $

16
9
–
25 $

– $

11
1
–
12 $

– $

11
2
–
13 $

– $

12
2
–
14 $

10 $
–
5
–
15 $

14 $
–
4
–
18 $

16 $
–
3
–
19 $

– $
–
12
1
13 $

– $
–
14
1
15 $

– $
–
19
1
20 $

10
25
23
1
59

14
26
27
1
68

16
28
33
1
78

As we continue to grow our third-party alternatives business,
we remain focused on our strategic objective to reduce the
capital intensity of our alternative investments in Asset &
Wealth Management that we hold on our balance sheet.
During 2022, we reduced our on-balance sheet alternative
investments by $9 billion to $59 billion.

Loans and Debt Securities. The table below presents the
concentration of
securities within our
alternative investments by accounting classification, region
and industry.

loans and debt

As of December

$ in billions
Loans
Debt securities
Total

Accounting Classification
Debt securities at fair value
Loans at amortized cost
Loans at fair value
Loans held for sale
Total

Region
Americas
EMEA
Asia
Total

Industry
Consumer & Retail
Financial Institutions
Healthcare
Industrials
Natural Resources & Utilities
Real Estate
Technology, Media & Telecommunications
Other
Total

2022
$19
12
$31

39%
49%
6%
6%
100%

51%
35%
14%
100%

10%
7%
13%
16%
2%
20%
25%
7%
100%

2021
$22
13
$35

38%
53%
9%
—
100%

50%
34%
16%
100%

9%
6%
12%
16%
4%
25%
22%
6%
100%

Equity Securities. The
the
concentration of equity securities within our alternative
investments by region and industry.

below presents

table

$ in billions
y
Equity securities

Region
Americas
EMEA
Asia
Total

Industry
Consumer & Retail
Financial Institutions
Healthcare
Industrials
Natural Resources & Utilities
Real Estate
Technology, Media & Telecommunications
Other
Total

As of December

2022
$15

2021
$18

67%
15%
18%
100%

6%
10%
9%
7%
14%
30%
23%
1%
100%

57%
23%
20%
100%

8%
9%
11%
8%
11%
23%
29%
1%
100%

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

In the table above:

• Equity securities included $13 billion as of December 2022
and $14 billion as of December 2021 of private equity
positions, and $2 billion as of December 2022 and
$4 billion as of December 2021 of public equity positions
that converted from private equity upon the initial public
offerings of the underlying companies.

• The concentrations for real estate equity securities as of
December 2022 were 9% for multifamily (5% as of
December 2021), 5% for office (5% as of December 2021),
8% for mixed use (7% as of December 2021) and 8% for
other real estate equity securities (6% as of December
2021).

The table below presents
securities within our alternative investments by vintage.

the concentration of equity

The table below presents the concentration of CIE assets, net
of financings, within our alternative investments by vintage.

As of December 2022
2015 or earlier
2016 - 2018
2019 - thereafter
Total

As of December 2021
2014 or earlier
2015 - 2017
2018 - thereafter
Total

Vintage

5%
45%
50%
100%

2%
29%
69%
100%

Platform Solutions
Platform Solutions includes our consumer platforms, such as
partnerships offering credit cards and point-of-sale financing,
and transaction banking and other platform businesses.

Vintage

Platform Solutions generates revenues from the following:

As of December 2022
2015 or earlier

2016 - 2018

2019 - thereafter

Total

As of December 2021

2014 or earlier
2015 - 2017
2018 - thereafter
Total

26%

48%

100%

20%
32%
48%
100%

CIE Investments and Other. CIE investments and other
included assets held by CIEs of $12 billion as of December
2022 and $14 billion as of December 2021, which were funded
with liabilities of approximately $6 billion as of December
2022 and $7 billion as of December 2021. Substantially all
such liabilities were nonrecourse, thereby reducing our equity
at risk.

The table below presents the concentration of CIE assets, net
of financings, within our alternative investments by region
and asset class.

$ in billions
CIE assets, net of financings

Region
Americas
EMEA
Asia
Total

Asset Class
Hospitality
Industrials
Multifamily
Office
Retail
Senior Housing
Student Housing
Other
Total

Goldman Sachs 2022 Form 10-K

As of December

2022
$6

2021
$7

65%
25%
10%
100%

4%
10%
23%
22%
3%
14%
7%
17%
100%

63%
25%
12%
100%

4%
10%
23%
24%
5%
16%
6%
12%
100%

The table below presents our Platform Solutions assets.

$ in millions
Cash and cash equivalents
Collateralized agreements
Customer and other receivables
Trading assets
Loans
Other assets
Total

As of December

2022
20,557 $
10,278
2
8,597
15,300
2,556
57,290 $

2021
20,025
6,637
3
6,257
7,289
631
40,842

The table below presents details about our Platform
Solutions loans.

$ in millions
Installment
Credit cards
Loans, gross
Allowance for loan losses
Total loans

As of December

2022
1,852 $

15,820
17,672
(2,372)
15,300 $

2021
26
8,212
8,238
(949)
7,289

average

The
$12.43 billion for 2022 and $5.51 billion for 2021.

Platform Solutions

gross

loans were

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

The table below presents our Platform Solutions operating
results.

$ in millions
Consumer platforms

Transaction banking and other
Net revenues
Provision for credit losses
Operating expenses
Pre-tax earnings/(loss)
Provision for taxes
Net earnings/(loss)
Preferred stock dividends
Net earnings/(loss) to common
g

Year Ended December

2022
$ 1,176 $
326

2021
424
216

1,502
1,728
1,763
(1,989)
(328)
(1,661)
12

640
697
990
(1,047)
(210)
(837)
6
$ (1,673) $ (843)

2020
188
146

334
487
630
(783)
(189)
(594)
2
$ (596)

Average common equity
Return on average common equity

864
$ 3,574 $ 1,777
(46.8)% (47.4)% (69.0)%

The table below presents our unaudited quarterly Platform
Solutions operating results.

$ in millions
2022
Consumer platforms
Transaction banking and other
Net revenues
Provision for credit losses
Operating expenses
Pre-tax earnings/(loss)

2021
Consumer platforms
Transaction banking and other
Net revenues
Provision for credit losses
Operating expenses
Pre-tax earnings/(loss)

2020
Consumer platforms
Transaction banking and other
Net revenues
Provision for credit losses
Operating expenses
Pre-tax earnings/(loss)

First
Quarter

Second
Fourth
Quarter Quarter Quarter

Third

201 $
67

268
167
334
(233) $

90 $
49
139
169
230
(260) $

21 $
8
29
92
144
(207) $

252 $
91

343
310
399
(366) $

290 $
88

378
465
525
(612) $

90 $
49
139
113
187
(161) $

50 $
37
87
107
166
(186) $

119 $
54
173
127
269
(223) $

70 $
51
121
84
144
(107) $

433
80

513
786
505
(778)

125
64
189
288
304
(403)

47
50
97
204
176
(283)

Operating Environment. During 2022, Platform Solutions
operated in an environment generally characterized by broad
macroeconomic
rate of
spending
unemployment
increased slightly compared with 2021. Additionally, global
central banks sought to address inflation by increasing policy
interest rates several times over the course of the year.

the
concerns.
remained low and consumer

In the U.S.,

In the future, if market and economic conditions deteriorate
further, it may lead to a decrease in consumer spending or a
deterioration in consumer credit, and net revenues and
provision for credit losses in Platform Solutions would likely
be negatively impacted.

2022 versus 2021. Net revenues in Platform Solutions were
$1.50 billion for 2022, 135% higher than 2021, reflecting
significantly higher net revenues in both Consumer platforms
and Transaction banking and other.

The increase in Consumer platforms net revenues primarily
reflected significantly higher credit card balances. The
increase in Transaction banking and other net revenues
reflected higher deposit balances.

losses was $1.73 billion for 2022,
Provision for credit
compared with $697 million for 2021. Provisions for 2022
primarily reflected growth in the credit card portfolio and net
charge offs, while 2021 primarily reflected growth in the
credit card portfolio, which was partially offset by reserve
reductions as the broad economic environment continued to
improve following the initial
the COVID-19
pandemic.

impact of

Operating expenses were $1.76 billion for 2022, 78% higher
than 2021, reflecting higher spend on growth initiatives in
Consumer platforms, primarily from the inclusion of
operating expenses related to GreenSky. Pre-tax loss was
$1.99 billion for 2022, compared with $1.05 billion for 2021.

2021 versus 2020. Net revenues in Platform Solutions were
$640 million for 2021, 92% higher than 2020, reflecting
significantly higher net revenues in Consumer platforms and
higher net revenues in Transaction banking and other.

Net revenues in Consumer platforms reflected higher credit
card balances. Net revenues in Transaction banking and
other reflected higher deposit balances.

Provision for credit losses was $697 million for 2021, 43%
higher than 2020, primarily reflecting growth in the credit
card portfolio, including approximately $185 million of the
provisions related to the commitment to acquire the General
Motors co-branded credit card portfolio, partially offset by
reserve
continued
improvement in the broad economic environment following
challenging conditions in 2020 resulting from the COVID-19
pandemic.

reductions

reflecting

year

the

Operating expenses were $990 million for 2021, 57% higher
than 2020, primarily reflecting higher spend on growth
initiatives in Consumer platforms. Pre-tax loss was $1.05
billion for 2021, compared with $783 million for 2020.

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 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

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,
size and
composition of our balance sheet also reflects factors,
including (i) our overall risk tolerance, (ii) the amount of
capital we hold and (iii) our funding profile, among other
factors. See “Capital Management and Regulatory Capital —
Capital Management” for information about our capital
management process.

the

Although our balance sheet fluctuates on a day-to-day basis,
our total assets at quarter-end are generally not materially
different from those occurring within our reporting periods.

In order to ensure appropriate risk management, we seek to
maintain a sufficiently liquid balance sheet and have
processes in place to dynamically manage our assets and
liabilities, which include (i) balance sheet planning,
(ii)
balance sheet limits, (iii) monitoring of key metrics and (iv)
scenario analyses.

Balance Sheet Planning. We prepare a balance sheet plan
that combines our projected total assets and composition of
assets with our expected funding sources over a three-year
time horizon. This plan is reviewed quarterly and may be
adjusted in response to changing business needs or market
conditions. The objectives of this planning process are:

• To develop our balance sheet projections, taking into
account the general state of the financial markets and
expected business activity levels, as well as regulatory
requirements;

• To allow Treasury and our independent risk oversight and
control functions to objectively evaluate balance sheet limit
requests from our revenue-producing units in the context
including our
of our overall balance sheet constraints,
liability profile and capital levels, and key metrics; and

• To inform the target amount, tenor and type of funding to
raise, based on our projected assets and contractual
maturities.

Treasury and our independent risk oversight and control
functions, along with our revenue-producing units, review
current and prior period information and expectations for the
year
to prepare our balance sheet plan. The specific
information reviewed includes asset and liability size and
composition,
risk and performance
measures, and capital usage.

limit utilization,

Goldman Sachs 2022 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 Asset
Liability Committee and the Firmwide Risk Appetite
Committee. See “Risk Management — Overview and
Structure of Risk Management” for an overview of our risk
management structure.

Balance Sheet Limits. The Firmwide Asset Liability
Committee and the Firmwide Risk Appetite Committee have
the responsibility to review and approve balance sheet limits.
These limits are set at levels which are close to actual
operating levels, rather than at levels which reflect our
maximum risk appetite, in order to ensure prompt escalation
and discussion among our revenue-producing units, Treasury
and our independent risk oversight and control functions on
a routine basis. Requests for changes in limits are evaluated
after giving consideration to their impact on our key metrics.
revenue-
Compliance with limits
producing units and Treasury, as well as our independent
risk oversight and control functions.

is monitored by our

Monitoring of Key Metrics. We monitor key balance sheet
metrics both by business and on a consolidated basis,
limit
including asset and liability size and composition,
utilization and risk measures. We attribute 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 U.S. Dodd-Frank Wall Street Reform
and Consumer Protection Act Stress Tests (DFAST), as well
as our resolution and recovery planning. See “Capital
Management
and Regulatory Capital — Capital
Management” for further information about these scenario
analyses. These scenarios cover short- and long-term time
horizons using various macroeconomic and firm-specific
assumptions, based on a range of economic scenarios. We use
these analyses to assist us in developing our longer-term
balance sheet management strategy, including the level and
composition of assets, funding and capital. Additionally,
these analyses help us develop approaches for maintaining
appropriate funding, liquidity and capital across a variety of
situations, including a severely stressed environment.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

Balance Sheet Analysis and Metrics
As of December 2022, total assets in our consolidated balance
sheets were $1.44 trillion, a decrease of $22.19 billion from
December 2021, reflecting decreases in trading assets of
$74.67 billion (primarily due to decreases in equity securities,
corporate debt instruments, reflecting the impact of our and
our clients' activities), customer and other receivables of
$25.23 billion (primarily reflecting client activity), cash and
cash equivalents of $19.21 billion (primarily reflecting our
activity), partially offset by increases in investments of $41.91
billion (primarily due to an increase in U.S. government
obligations accounted for as held-to-maturity), collateralized
agreements of $29.68 billion (primarily reflecting the impact
of our and our clients' activities), and loans of $20.72 billion
(reflecting increases in other collateralized and consumer
loans).

As of December 2022, total liabilities in our consolidated
balance sheets were $1.32 trillion, a decrease of $29.45 billion
from December 2021, reflecting decreases in collateralized
financings of $75.91 billion (primarily reflecting the impact of
our and our clients' activities), partially offset by increases in
deposits of $22.44 billion (primarily due to increases in
transaction banking and private bank and consumer deposits,
partially offset by other deposits), customer and other
payables of $10.11 billion (primarily reflecting client activity),
and trading liabilities of $9.90 billion (primarily due to an
increase in equity securities, partially offset by a decrease in
government obligations, both reflecting the impact of our and
our clients' activities).

total

repurchase

agreements,

accounted for

Our
as
collateralized financings, were $110.35 billion as of December
2022 and $165.88 billion as of December 2021, which were
15% lower as of December 2022 and 3% higher as of
December 2021 than the average daily amount of repurchase
agreements over the respective quarters, and 27% lower as of
December 2022 and 14% higher as of December 2021 than
the average daily amount of repurchase agreements over the
respective years. As of December 2022, the decrease in our
repurchase agreements relative to the average daily amount
of repurchase agreements during the quarter and year
resulted from lower levels of our and our clients’ activities at
the end of the period.

The level of our repurchase agreements fluctuates between
and within periods, primarily due to providing clients with
access to highly liquid collateral, such as certain government
and agency obligations,
through collateralized financing
activities.

The table below presents information about our balance
sheet and leverage ratios.

As of December

$ in millions
Total assets
Unsecured long-term borrowings
Total shareholders’ equity
Leverage ratio
Debt-to-equity ratio

In the table above:

2022

2021
$ 1,441,799 $ 1,463,988
$ 247,138 $ 254,092
$ 117,189 $ 109,926
13.3x
2.3x

12.3x
2.1x

• The leverage ratio equals total assets divided by total
shareholders’ equity and measures the proportion of equity
and debt we use to finance assets. This ratio is different
from the leverage ratios included in Note 20 to the
consolidated financial statements.

• The debt-to-equity ratio equals unsecured long-term

borrowings divided by total shareholders’ equity.

table

below presents

The
our
shareholders’ equity and book value per common share,
including the reconciliation of common shareholders’ equity
to tangible common shareholders’ equity.

information

about

As of December

$ in millions, except per share amounts
Total shareholders’ equity
Preferred stock
Common shareholders’ equity
Goodwill
Identifiable intangible assets
Tangible common shareholders’ equity
y

2022

2021
$ 117,189 $ 109,926
(10,703)
99,223
(4,285)
(418)
94,520

(10,703)
106,486
(6,374)
(2,009)
98,103 $

Book value per common share
Tangible book value per common share

$
$

303.55 $
279.66 $

284.39
270.91

In the table above:
• Tangible common shareholders’ equity is calculated as
total shareholders’ equity less preferred stock, goodwill
and identifiable intangible assets. We believe that tangible
common shareholders’ equity is meaningful because it is a
measure that we and investors use to assess capital
adequacy. Tangible common shareholders’ equity is a non-
GAAP measure and may not be comparable to similar non-
GAAP measures used by other companies.

• Book value per common share and tangible book value per
common share are based on common shares outstanding
and restricted stock units granted to employees with no
future service requirements and not subject to performance
or market conditions (collectively, basic shares) of 350.8
million as of December 2022 and 348.9 million as of
December 2021. 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.

Goldman Sachs 2022 Form 10-K

for

statements

Secured Funding. We fund a significant amount of
inventory and a portion of investments on a secured basis.
Secured funding includes collateralized financings in the
consolidated balance sheets. See Note 11 to the consolidated
financial
information about our
further
collateralized financings, including its maturity profile. We
may also pledge our inventory and investments as collateral
for securities borrowed under a securities lending agreement.
We also use our own inventory and investments to cover
transactions in which we or our clients have sold securities
that have not yet been purchased. Secured funding is less
sensitive to changes in our credit quality than unsecured
funding, due to our posting of collateral to our lenders.
Nonetheless, we analyze the refinancing risk of our secured
funding activities, taking into account trade tenors, maturity
profiles, counterparty concentrations, collateral eligibility
and counterparty rollover probabilities. We seek to mitigate
our refinancing risk by executing term trades with staggered
maturities, diversifying counterparties, raising excess secured
funding and pre-funding residual risk through our GCLA.

We seek to raise secured funding with a term appropriate for
the liquidity of the assets that are being financed, and we seek
longer maturities for secured funding collateralized by asset
classes that may be harder to fund on a secured basis,
especially during times of market stress. Our secured funding,
excluding funding collateralized by liquid government and
agency obligations, is primarily executed for tenors of one
month or greater and is primarily executed through term
repurchase agreements and securities loaned contracts.

Assets that may be harder to fund on a secured basis during
times of market stress include certain financial instruments in
the following categories: mortgage- and other asset-backed
loans and securities, non-investment-grade corporate debt
securities, equity securities and emerging market securities.

We also raise financing through other types of collateralized
financings, such as secured loans and notes. GS Bank USA
has access to funding from the Federal Home Loan Bank. We
had no outstanding borrowings from the Federal Home Loan
Bank as of December 2022 and $100 million as of December
2021. Additionally, we have access to funding through the
Federal Reserve discount window. However, we do not rely
on this funding in our liquidity planning and stress testing.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

Funding Sources
Our primary sources of funding are deposits, collateralized
financings, unsecured short- and long-term borrowings, and
shareholders’ equity. We seek to maintain broad and
across products,
diversified funding
programs, markets, currencies and creditors to avoid funding
concentrations.

globally

sources

The table below presents information about our
sources.

funding

As of December

$ in millions
Deposits
Collateralized financings
Unsecured short-term borrowings
Unsecured long-term borrowings
Total shareholders’ equity
Total

2022
$ 386,665
155,022
60,961
247,138
117,189

2021
40% $ 364,227
230,932
16%
46,955
6%
254,092
26%
109,926
12%

36%
23%
5%
25%
11%
$ 966,975 100% $ 1,006,132 100%

Our funding is primarily raised in U.S. dollar, Euro, British
pound and Japanese yen. We generally distribute our funding
products through our own sales force and third-party
distributors to a large, diverse creditor base in a variety of
markets in the Americas, Europe and Asia. We believe that
our relationships with our creditors are critical
to our
governments,
liquidity. Our
insurance
securities lenders, corporations, pension funds,
companies, mutual funds and individuals. We have imposed
various internal guidelines to monitor creditor concentration
across our funding programs.

include banks,

creditors

Deposits. Our deposits provide us with a diversified source
of funding and reduce our reliance on wholesale funding. We
raise deposits, including savings, demand and time deposits,
from private bank clients, consumers, transaction banking
clients, other institutional clients, and through internal and
third-party broker-dealers. Substantially all of our deposits
are raised through GS Bank USA, GSIB and Goldman Sachs
Bank Europe SE (GSBE). See Note 13 to the consolidated
information about our
further
financial
deposits, including a maturity profile of our time deposits.

statements

for

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

Unsecured Short-Term Borrowings. A significant portion
of our unsecured short-term borrowings was originally long-
term debt that is scheduled to mature within one year of the
reporting date. We use unsecured short-term borrowings,
including U.S. and non-U.S. hybrid financial instruments and
commercial paper, to finance liquid assets and for other cash
management purposes.
In accordance with regulatory
requirements, Group Inc. does not issue debt with an original
maturity of less than one year, other than to its subsidiaries.
See Note 14 to the consolidated financial statements for
further
information about our unsecured short-term
borrowings.

Unsecured Long-Term Borrowings. Unsecured long-term
borrowings, including structured notes, are raised through
syndicated U.S. registered offerings, U.S. registered and Rule
144A medium-term note programs, offshore medium-term
note offerings and other debt offerings. We issue in different
tenors,
the
diversification of our investor base.

to maximize

currencies

products

and

The table below presents our quarterly unsecured long-term
borrowings maturity profile.

$ in millions
As of December 2022
2024
2025
2026
2027
2028 - thereafter
Total

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

Total

$ 18,136 $ 11,053 $ 9,964 $ 11,858 $ 51,011
37,142
$ 12,131 $ 10,681 $ 6,443 $ 7,887
22,202
$ 5,862 $ 3,835 $ 3,278 $ 9,227
30,360
$ 8,580 $ 3,435 $ 6,568 $ 11,777
106,423
$ 247,138

long-term borrowings

The weighted average maturity of our unsecured long-term
borrowings as of December 2022 was approximately six
years. To mitigate refinancing risk, we seek to limit the
principal amount of debt maturing over the course of any
monthly, quarterly, semi-annual or annual time horizon. We
enter into interest rate swaps to convert a portion of our
floating-rate
unsecured
obligations to manage our exposure to interest rates. See
Note 14 to the consolidated financial statements for further
information about our unsecured long-term borrowings. We
issued approximately $28 billion of benchmark debt during
2022, and we intend to issue significantly less benchmark
debt in 2023 compared to our benchmark debt issuance in
2022, though actual issuances may differ due to business
needs and market opportunities.

into

Shareholders’ Equity. Shareholders’ equity is a stable and
perpetual source of funding. See Note 19 to the consolidated
financial
information about our
further
statements
shareholders’ equity.

for

Capital Management and Regulatory Capital

Capital adequacy is of critical importance to us. We have in
place a comprehensive capital management policy that
provides a framework, defines objectives and establishes
guidelines to assist us in maintaining the appropriate level
and composition of capital in both business-as-usual and
stressed conditions.

Capital Management
We determine the appropriate amount and composition of
our capital by considering multiple factors, including our
current and future regulatory capital requirements, the results
of our capital planning and stress testing process, the results
of resolution capital models and other factors, such as rating
subsidiary capital
agency guidelines,
the
business
financial
environment and conditions
markets.

requirements,
in the

We manage our capital requirements and the levels of our
capital usage principally by setting limits on the balance sheet
and/or limits on risk, in each case at both the firmwide and
business levels.

We principally manage the level and composition of our
capital through issuances and repurchases of our common
stock.

We may issue, redeem or repurchase our preferred stock and
subordinated debt or other forms of capital as business
conditions warrant.
or
repurchases, we must receive approval from the FRB. See
Notes 14 and 19 to the consolidated financial statements for
further
information about our preferred stock and
subordinated debt.

redemptions

Prior

such

Capital Planning and Stress Testing Process. As part of
capital planning, we project sources and uses of capital given
a range of business
including stressed
conditions. Our stress testing process is designed to identify
and measure material risks associated with our business
activities, including market risk, credit risk, operational risk
and liquidity risk, as well as our ability to generate revenues.

environments,

Our capital planning process incorporates an internal capital
adequacy assessment with the objective of ensuring that we
are appropriately capitalized relative to the risks in our
businesses. We incorporate stress scenarios into our capital
planning process with a goal of holding sufficient capital to
ensure we remain adequately capitalized after experiencing a
severe stress event. Our assessment of capital adequacy is
viewed in tandem with our assessment of liquidity adequacy
and is integrated into our overall risk management structure,
governance and policy framework.

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

Our stress tests incorporate our internally designed stress
scenarios, including our internally developed severely adverse
scenario, and those required by the FRB, and are designed to
capture our specific vulnerabilities and risks. We provide
further information about our stress test processes and a
summary of the results on our website as described in
“Business — Available Information” in Part I, Item 1 of this
Form 10-K.

As required by the FRB’s CCAR rules, we submit an annual
capital plan for review by the FRB. The purpose of the FRB’s
review is to ensure that we have a robust, forward-looking
capital planning process that accounts for our unique risks
and that permits continued operation during times of
economic and financial stress.

The FRB evaluates us based, in part, on whether we have the
capital necessary to continue operating under the baseline
and severely adverse scenarios provided by the FRB and those
developed internally. This evaluation also takes into account
our process for identifying risk, our controls and governance
for capital planning, and our guidelines for making capital
planning decisions. In addition, the FRB evaluates our plan to
make capital distributions (i.e., dividend payments and
repurchases or redemptions of stock, subordinated debt or
other capital securities) and issue capital, across the range of
macroeconomic scenarios and firm-specific assumptions. The
FRB determines the stress capital buffer (SCB) applicable to
us based on its own annual stress test. The SCB under the
Standardized approach is calculated as (i) the difference
between our starting and minimum projected CET1 capital
ratios under the supervisory severely adverse scenario and (ii)
our planned common stock dividends for each of the fourth
through seventh quarters of the planning horizon, expressed
as a percentage of risk-weighted assets (RWAs).

Based on our 2022 CCAR submission, the FRB reduced our
SCB from 6.4% to 6.3% for the period from October 1, 2022
through September 30, 2023. As a result, beginning on
October 1, 2022, our Standardized CET1 capital ratio
requirement was 13.3%. Additionally, effective January 1,
2023, our G-SIB surcharge increased from 2.5% to 3.0%,
resulting in a Standardized CET1 capital ratio requirement of
further
13.8%. See “Share Repurchase Program” for
information about common stock repurchases and dividends
and
further
information about the G-SIB surcharge. We published a
summary of our annual DFAST results in June 2022. See
“Business — Available Information” in Part I, Item 1 of this
Form 10-K.

“Consolidated Regulatory Capital”

for

GS Bank USA is required to conduct stress tests on an annual
basis and publish a summary of certain results. GS Bank USA
published a summary of its annual DFAST results in June
2022. See “Business — Available Information” in Part I, Item
1 of this Form 10-K.

Goldman Sachs 2022 Form 10-K

GSI, GSIB and GSBE also have their own capital planning
and stress testing processes, which incorporate internally
designed stress tests developed in accordance with the
guidelines of their respective regulators.

Contingency Capital Plan. As part of our comprehensive
capital management policy, we maintain a contingency
capital plan. Our contingency capital plan provides a
framework for analyzing and responding to a perceived or
limited to,
actual capital deficiency,
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.

including, but not

Capital Attribution. We assess the capital usage of each of
our businesses based on our attributed equity framework.
including our
This framework considers many factors,
internal assessment of risks as well as the regulatory capital
requirements
related to our business activities. These
regulatory capital requirements take into consideration our
most binding capital constraints. Our most binding capital
constraint is our CET1 capital ratio requirement under the
Standardized Capital Rules. This requirement includes the
SCB which is determined by the FRB based on its own annual
stress test.

open-market

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
include
purchases
regular
repurchase plans designed to comply with Rule 10b5-1 and
accelerated share repurchases), the amounts and timing of
which are determined primarily by our current and projected
capital position and 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.

(which may

In the third quarter of 2022, the Board of Directors of Group
Inc. (Board) approved an increase in our common stock
dividend from $2.00 to $2.50 per share. During 2022, we
returned a total of $6.70 billion to shareholders, including
common stock repurchases of $3.50 billion and common
stock dividends of $3.20 billion. During the fourth quarter of
2022, we returned a total of $2.38 billion to shareholders,
including common stock repurchases of $1.50 billion and
common stock dividends of $880 million. Consistent with our
capital management philosophy, we will continue prioritizing
deployment of capital for our clients where returns are
attractive and return any excess capital to shareholders
through dividends and share repurchases. During the first
quarter of 2023 through February 23, 2023, our common
stock repurchases were approximately $2.25 billion.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

for Registrant’s Common Equity, Related
See “Market
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 for further information
about our share repurchase program, and see above for
information about our capital planning and stress testing
process.

In August 2022,
the Inflation Reduction Act of 2022
introduced a one percent non-deductible excise tax (buyback
tax) on the fair market value of certain corporate share
repurchases after December 31, 2022. The fair market value
of share repurchases subject to the tax is reduced by the fair
market value of any stock issued during the calendar year,
including stock issued to employees. Based on our current
understanding, we do not expect the buyback tax to have a
material
results of
operations or cash flows in 2023.

financial condition,

impact on our

In connection with our
Resolution Capital Models.
resolution planning efforts, we have established a Resolution
Capital Adequacy and Positioning framework, which is
designed to ensure that our major subsidiaries (GS Bank
USA, Goldman Sachs & Co. LLC (GS&Co.), GSI, GSIB,
GSBE, Goldman Sachs Japan Co., Ltd. (GSJCL), Goldman
Sachs Asset Management, L.P. and Goldman Sachs Asset
Management International) have access to sufficient loss-
absorbing capacity (in the form of equity, subordinated debt
and unsecured senior debt) so that they are able to wind
down following a Group Inc. bankruptcy filing in accordance
with our preferred resolution strategy.

In addition, we have established a triggers and alerts
framework, which is designed to provide the Board with
information needed to make an informed decision on
whether and when to commence bankruptcy proceedings for
Group Inc.

Rating Agency Guidelines
The credit rating agencies assign credit ratings to the
obligations of Group Inc., which directly issues or guarantees
substantially all of our senior unsecured debt obligations.
GS&Co. and GSI have been assigned long- and short-term
issuer ratings by certain credit rating agencies. GS Bank USA,
GSIB and GSBE have also been assigned long- and short-term
issuer ratings, as well as ratings on their long- and short-term
In addition, credit rating agencies have
bank deposits.
to debt obligations of certain other
assigned ratings
subsidiaries of Group Inc.

for

The level and composition of our capital are among the many
factors considered in determining our credit ratings. Each
its own definition of eligible capital and
agency has
methodology
and
capital
assessments are generally based on a combination of factors
rather than a single calculation. See “Risk Management —
Liquidity Risk Management — Credit Ratings” for further
information about credit ratings of Group Inc., GS Bank
USA, GSIB, GSBE, GS&Co. and GSI.

evaluating

adequacy,

are

subject

Consolidated Regulatory Capital
We
capital
requirements which are calculated in accordance with the
regulations of the FRB (Capital Framework). Under the
Capital Framework, we are an “Advanced approaches”
banking organization and have been designated as a G-SIB.

consolidated

regulatory

the

capital

conservation

SCB (under

requirements calculated under
include

The capital
the Capital
buffer
Framework
requirements, which are comprised of a 2.5% buffer (under
the Advanced Capital Rules),
the
Standardized Capital Rules), a countercyclical capital buffer
(under both Capital Rules) and the G-SIB surcharge (under
both Capital Rules). Our G-SIB surcharge was 2.5% for 2022
and is 3.0% for 2023 and 2024. The G-SIB surcharge and
countercyclical capital buffer in the future may differ due to
additional guidance from our regulators and/or positional
changes, and our SCB is likely to change from year to year
based on the results of the annual supervisory stress tests.
Our target
to the
regulatory requirements plus a buffer of 50 to 100 basis
points.

is to maintain capital ratios equal

See Note 20 to the consolidated financial statements for
further information about our risk-based capital ratios and
leverage ratios, and the Capital Framework.

Total Loss-Absorbing Capacity (TLAC)
We are also subject
to the FRB’s TLAC and related
requirements. Failure to comply with the TLAC and related
requirements would result in restrictions being imposed by
the FRB and could limit our ability to repurchase shares, pay
dividends and make certain discretionary compensation
payments.

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

The table below presents TLAC and external long-term debt
requirements.

• Leverage exposure consists of average adjusted total assets

and certain off-balance sheet exposures.

In the second half of 2022, based on regulatory feedback, we
revised certain interpretations of the Capital Rules underlying
the calculation of Standardized RWAs. As of December 2021,
this change would have reduced our TLAC to RWAs ratio of
44.0% by 0.8 percentage points and our External long-term
debt to RWAs ratio of 25.8% by 0.5 percentage points.

See “Business — Regulation” in Part I, Item 1 of this Form
10-K for further information about TLAC.

Subsidiary Capital Requirements
Many of our subsidiaries, including our bank and broker-
dealer subsidiaries, are subject to separate regulation and
capital requirements of
the jurisdictions in which they
operate.

Bank Subsidiaries. GS Bank USA is our primary U.S.
banking subsidiary and GSIB and GSBE are our primary non-
U.S. banking subsidiaries. These entities are subject
to
regulatory capital
requirements. See Note 20 to the
consolidated financial statements for further information
about
the regulatory capital requirements of our bank
subsidiaries.

U.S. Regulated Broker-Dealer Subsidiaries. GS&Co.,
our primary U.S. regulated broker-dealer subsidiary, is also a
registered futures commission merchant and a registered
swap dealer with the CFTC, and a registered security-based
to
swap dealer with the SEC, and therefore is subject
regulatory capital requirements imposed by the SEC, the
Financial Industry Regulatory Authority, Inc., the CFTC, the
Chicago Mercantile Exchange and the National Futures
Association. Rule 15c3-1 of the SEC and Rules 1.17 and Part
23 Subpart E of the CFTC specify uniform minimum net
capital requirements, as defined, for their registrants, and
also effectively require that a significant part of
the
registrants’ assets be kept in relatively liquid form. GS&Co.
has elected to calculate its minimum capital requirements in
accordance with the “Alternative Net Capital Requirement”
as permitted by Rule 15c3-1 of the SEC.

TLAC to RWAs
TLAC to leverage exposure
External long-term debt to RWAs
External long-term debt to leverage exposure

In the table above:

Requirements
21.5%
9.5%
8.5%
4.5%

• The TLAC to RWAs requirement included (i) the 18%
minimum, (ii) the 2.5% buffer, (iii) the countercyclical
capital buffer, which the FRB has set to zero percent and
(iv) the 1.0% G-SIB surcharge (Method 1). Beginning in
January 2023, our TLAC to RWAs requirement increased
to 22.0%.

• The TLAC to leverage exposure requirement includes (i)
the 7.5% minimum and (ii) the 2.0% leverage exposure
buffer.

• The external

to RWAs

long-term debt

requirement
includes (i) the 6% minimum and (ii) the 2.5% G-SIB
surcharge (Method 2). Beginning in January 2023, our
external long-term debt to RWAs requirement increased to
9.0%.

• The external long-term debt to total leverage exposure is

the 4.5% minimum.

The table below presents information about our TLAC and
external long-term debt ratios.

$ in millions
TLAC
External long-term debt
RWAs
Leverage exposure

For the Three Months
Ended or as of December

2022
297,100 $
172,845 $
679,450 $

2021
297,765
$
174,500
$
$
676,863
$ 1,867,358 $ 1,910,521

TLAC to RWAs
TLAC to leverage exposure
External long-term debt to RWAs
External long-term debt to leverage exposure

43.7%
15.9%
25.4%
9.3%

44.0%
15.6%
25.8%
9.1%

In the table above:

• TLAC includes common and preferred stock, and eligible
long-term debt issued by Group Inc. Eligible long-term
debt represents unsecured debt, which has a remaining
maturity of at
least one year and satisfies additional
requirements.

• External long-term debt consists of eligible long-term debt
subject to a haircut if it is due to be paid between one and
two years.

• RWAs represent Advanced RWAs as of December 2022
and Standardized RWAs as of December 2021.
In
accordance with the TLAC rules, the higher of Advanced
or Standardized RWAs are used in the calculation of TLAC
and external
ratios and applicable
requirements.

long-term debt

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

GS&Co. had regulatory net capital, as defined by Rule
15c3-1, of $22.21 billion as of December 2022 and
$22.18 billion as of December 2021, which exceeded the
amount required by $17.46 billion as of December 2022 and
In addition to its
$17.74 billion as of December 2021.
alternative minimum net capital requirements, GS&Co. is
also required to hold tentative net capital
in excess of
$5 billion and net capital in excess of $1 billion in accordance
with Rule 15c3-1. GS&Co. is also required to notify the SEC
in the event that its tentative net capital is less than $6 billion.
As of both December 2022 and December 2021, GS&Co. had
tentative net capital and net capital in excess of both the
minimum and the notification requirements.

Non-U.S. Regulated Broker-Dealer Subsidiaries. Our
principal non-U.S.
subsidiaries
include GSI and GSJCL.

regulated broker-dealer

GSI, our U.K. broker-dealer, is regulated by the Prudential
Regulation Authority (PRA) and the Financial Conduct
Authority (FCA). GSI
to the U.K. capital
framework, which is largely based on the Basel Committee
capital
on Banking
framework for strengthening international capital standards
(Basel III).

(Basel Committee)

Supervision’s

subject

table

The
requirements.

below presents GSI’s

risk-based

capital

Risk-based capital requirements
CET1 capital ratio
Tier 1 capital ratio
p
Total capital ratio

As of December

2022

2021

8.7%
10.7%
13.3%

8.1%
9.9%
12.4%

the risk-based capital requirements
In the table above,
incorporate capital guidance received from the PRA and
could change in the future.

The table below presents information about GSI’s risk-based
capital ratios.

$ in millions
Risk-based capital and risk-weighted assets
CET1 capital
Tier 1 capital
Tier 2 capital
Total capital
RWAs

Risk-based capital ratios
CET1 capital ratio
Tier 1 capital ratio
Total capital ratio

As of December

2022

2021

31,780 $
40,080 $
5,377 $
45,457 $

28,810
$
37,110
$
5,377
$
$
42,487
$ 247,653 $ 269,762

12.8%
16.2%
18.4%

10.7%
13.8%
15.7%

the risk-based capital ratios as of
In the table above,
December 2022 reflected profits after foreseeable charges that
are still subject to audit by GSI’s external auditors and
approval by GSI's Board of Directors for inclusion in risk-
based capital. These profits contributed approximately 9
basis points to the CET1 capital ratio as of December 2022.

is also subject

to the minimum leverage

ratio
GSI
requirement of 3.25% established by the PRA, which became
effective in January 2023. GSI had a leverage ratio of 6.1% as
of December 2022. The leverage ratio as of December 2022
reflected profits after foreseeable charges that are still subject
to audit by GSI’s external auditors and approval by GSI's
Board of Directors for inclusion in risk-based capital. These
profits contributed approximately 7 basis points to the
leverage ratio as of December 2022.

GSI is a registered swap dealer with the CFTC and a
registered security-based swap dealer with the SEC. As of
both December 2022 and December 2021, GSI was subject to
and in compliance with applicable capital requirements for
swap dealers and security-based swap dealers.

GSI is also subject to a minimum requirement for own funds
and eligible liabilities issued to affiliates. This requirement is
subject to a transitional period which began to phase in from
January 2019 and became fully effective beginning in January
2022. As of both December 2022 and December 2021, GSI
was in compliance with this requirement.

GSJCL, our Japanese broker-dealer, is regulated by Japan’s
Financial Services Agency. GSJCL and certain other non-U.S.
subsidiaries are also subject
requirements
promulgated by authorities of the countries in which they
operate. As of both December 2022 and December 2021,
these subsidiaries were in compliance with their local capital
requirements.

to capital

Regulatory and Other Matters

Regulatory Matters
to extensive regulation and
Our businesses are subject
supervision worldwide. Regulations have been adopted or are
being considered by regulators and policy makers worldwide.
Given that many of the new and proposed rules are highly
complex, the full impact of regulatory reform will not be
known until the rules are implemented and market practices
develop under the final regulations.

See “Business — Regulation” in Part I, Item 1 of 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.

Goldman Sachs 2022 Form 10-K

counterparties

exchanges which

Our risk exposure to USD LIBOR is primarily in connection
with our derivative contracts and, to a lesser extent, our
unsecured debt, preferred stock and loan portfolio. As of
December 2022, the notional amount of our USD LIBOR-
based derivative contracts was approximately $6 trillion, of
which approximately $5 trillion will mature after June 2023
based on their contractual terms. Substantially all of such
derivative contracts are with counterparties under bilateral
agreements subject to the IBOR Protocol, or with central
clearing
have
or
incorporated fallbacks consistent with the IBOR Protocol in
their rulebooks and have announced that they plan to convert
USD LIBOR contracts to alternative risk-free reference rates.
Our unsecured benchmark debt and preferred stock with
USD LIBOR exposure was approximately $29.0 billion as of
December 2022, of which $26.4 billion will contractually
mature after June 2023 or is perpetual and has no stated
maturity date. Under the FRB’s final rule and the LIBOR Act,
we will replace our USD LIBOR-based unsecured benchmark
debt and preferred stock with term SOFR plus the statutorily
take place
prescribed tenor spread. This transition will
following USD LIBOR cessation on June 30, 2023.
In
addition, our USD LIBOR-based loans were approximately
$33.1 billion as of December 2022, of which approximately
$30.5 billion will mature after June 2023 based on their
contractual terms. A vast majority of such loans contain
fallback provisions in the related loan agreements and we are
actively engaging with our clients and syndicate partners to
remediate the remaining loans agreements.

We have also issued debt and deposits linked to SOFR and
Sterling Overnight Index Average (SONIA) and executed
SOFR- and SONIA-based derivative contracts to make
markets and facilitate client activities. When appropriate, we
continue to execute transactions in the market to reduce our
USD LIBOR exposures arising from hedges to our fixed-rate
debt issuances and replace them with alternative risk-free
reference rate exposures.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

Other Matters
Replacement of
Interbank Offered Rates (IBORs),
including LIBOR. On January 1, 2022, the publication of all
EUR, CHF, JPY and GBP LIBOR (non-USD LIBOR) settings
along with certain USD LIBOR settings ceased. The
publication of the most commonly used USD LIBOR settings
as representative rates will cease after June 2023. The FCA
has allowed the publication and use of synthetic rates for
certain GBP LIBOR settings in legacy GBP LIBOR-based
derivative contracts through March 2024. The FCA has
proposed to allow the publication and use of synthetic rates
for certain USD LIBOR settings in legacy USD LIBOR-based
derivative contracts through September 2024. The U.S.
federal banking agencies’ guidance strongly encourages
banking organizations to cease using USD LIBOR.

The International Swaps and Derivatives Association (ISDA)
2020 IBOR Fallbacks Protocol (IBOR Protocol) has provided
derivatives market participants with amended fallbacks for
legacy and new derivative contracts to mitigate legal or
economic uncertainty. Both counterparties have to adhere to
the IBOR Protocol or engage in bilateral amendments for the
terms to be effective for derivative contracts. ISDA has
confirmed that the FCA’s formal announcement to cease both
non-USD and USD LIBOR settings
fixed the spread
adjustment for all LIBOR rates and as a result fallbacks
applied automatically for non-USD LIBOR settings following
December 31, 2021 and will apply automatically for USD
LIBOR settings following June 30, 2023. The Adjustable
Interest Rate (LIBOR) Act, that was enacted in March 2022,
provides a statutory framework to replace USD LIBOR with
a benchmark rate based on the Secured Overnight Financing
Rate (SOFR) for contracts governed by U.S. law that have no
fallbacks or fallbacks that would require the use of a poll or
LIBOR-based rate. In December 2022, the FRB adopted a
final rule that implements the LIBOR Act, which will become
effective on February 27, 2023. The final rule identifies
for derivative
different SOFR-based replacement
contracts, for cash instruments such as floating-rate notes
and preferred stock, for consumer contracts, for certain
government-sponsored enterprise contracts and for certain
lack a fallback to an
student
alternative rate when USD LIBOR ceases to be published on
June 30, 2023.

loan securitizations that

rates

We facilitated an orderly transition from non-USD LIBORs
to alternative risk-free reference rates and synthetic rates for
us and our clients, and continue to make progress on our
transition program as it relates to USD LIBOR.

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

Off-Balance Sheet Arrangements

In the ordinary course of business, we enter into various types
of off-balance sheet arrangements. Our involvement in these
arrangements can take many different forms, including:

• Purchasing or retaining residual and other interests in
special purpose entities, such as mortgage-backed and
other asset-backed securitization vehicles;

• Holding senior and subordinated debt, interests in limited
and general partnerships, and preferred and common stock
in other nonconsolidated vehicles;

• Entering into interest

foreign currency, equity,
commodity and credit derivatives, including total return
swaps; and

rate,

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
financial statements for information about our consolidation
policies.

Off-Balance Sheet Arrangement

Disclosure in Form 10-K

and

interests

other
Variable
obligations,
contingent
including
obligations, arising from variable
interests
nonconsolidated
in
variable interest entities (VIEs)

See Note 17 to the consolidated
financial statements.

Guarantees, and lending and other
commitments

See Note 18 to the consolidated
financial statements.

• Providing guarantees,

indemnifications,

commitments,

letters of credit and representations and warranties.

Derivatives

including

securitizations. The

We enter into these arrangements for a variety of business
purposes,
securitization
vehicles that purchase mortgages, corporate bonds and other
types of financial assets are critical to the functioning of
several significant investor markets, including the mortgage-
backed and other asset-backed securities markets, since they
offer investors access to specific cash flows and risks created
through the securitization process.

transactions;

We also enter into these arrangements to underwrite client
secondary market
securitization
and
performing
liquidity; make
nonperforming debt, distressed loans, power-related assets,
equity securities, real estate and other assets; and provide
investors with credit-linked and asset-repackaged notes.

provide
in

investments

“Risk Management —
See
Credit Risk Management —
Credit
Exposures — OTC
Derivatives” and Notes 4, 5, 7
and 18 to the consolidated
financial statements.

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

Risk Management

legal,

credit, operational, model,

Risks are inherent in our businesses and include liquidity,
market,
compliance,
conduct, regulatory and reputational risks. For further
information about our risk management processes, see
“Overview and Structure of Risk Management,” and for
information about our areas of risk, see “Liquidity Risk
Management,” “Market Risk Management,” “Credit Risk
Management,” “Operational Risk Management,” “Model
Risk Management” and “Other Risk Management,” as well
as “Risk Factors” in Part I, Item 1A of this Form 10-K.

Overview and Structure of Risk Management

Overview
We believe that effective risk management is critical to our
success. Accordingly, we have established an enterprise risk
management
framework that employs a comprehensive,
integrated approach to risk management, and is designed to
enable comprehensive risk management processes through
which we identify, assess, monitor and manage the risks we
assume in conducting our activities. Our risk management
structure is built around three core components: governance,
processes and people.

Governance. Risk management governance starts with the
Board, which both directly and through its committees,
including its Risk Committee, oversees our risk management
policies and practices implemented through the enterprise
risk management framework. The Board is also responsible
for the annual review and approval of our risk appetite
statement. The risk appetite statement describes the levels
and types of risk we are willing to accept or to avoid, in order
to achieve our objectives included in our strategic business
plan, while
remaining in compliance with regulatory
requirements. The Board reviews our strategic business plan
and is ultimately responsible for overseeing and providing
direction about our strategy and risk appetite.

Goldman Sachs 2022 Form 10-K

The Board receives regular briefings on firmwide risks,
including liquidity risk, market risk, credit risk, operational
risk, model risk and climate risk, from our independent risk
oversight and control functions,
including the chief risk
officer, and on compliance risk and conduct risk from
Compliance, on legal and regulatory enforcement matters
from the chief legal officer, and on other matters impacting
our
reputation from the chair and vice-chairs of our
Firmwide Reputational Risk Committee. The chief risk
officer reports to our chief executive officer and to the Risk
Committee of the Board. As part of the review of the
firmwide risk portfolio, the chief risk officer regularly advises
the Risk Committee of the Board of relevant risk metrics and
including risk limits and thresholds
material exposures,
established in our risk appetite statement.

The implementation of our risk governance structure and
core risk management processes is overseen by Enterprise
Risk, which reports
risk officer, and is
to our chief
responsible for ensuring that our enterprise risk management
framework provides the Board, our risk committees and
senior management with a consistent and integrated
approach to managing our various risks in a manner
consistent with our risk appetite.

as well

revenue-producing units,

Our
as Treasury,
Engineering, Human Capital Management, Operations, and
Corporate and Workplace Solutions, are considered our first
line of defense. They are accountable for the outcomes of our
risk-generating activities, as well as
for assessing and
managing those risks within our risk appetite.

Our independent risk oversight and control functions are
considered our
second line of defense and provide
independent assessment, oversight and challenge of the risks
taken by our first line of defense, as well as lead and
participate in risk committees. Independent risk oversight
and control
include Compliance, Conflicts
Resolution, Controllers, Legal, Risk and Tax.

functions

Internal Audit is considered our third line of defense, and our
director of Internal Audit reports to the Audit Committee of
the Board and administratively to our chief executive officer.
Internal Audit includes professionals with a broad range of
audit and industry experience, including risk management
expertise. Internal Audit is responsible for independently
assessing and validating the effectiveness of key controls,
including those within the risk management framework, and
providing timely reporting to the Audit Committee of the
Board, senior management and regulators.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

three

lines of defense

the
The
accountability of first line risk takers, provides a framework
for effective challenge by the second line and empowers
independent review from the third line.

structure promotes

Processes. We maintain various processes that are critical
components of our risk management framework, including
(i)
risk
appetite,
(iii) risk metrics,
reporting and monitoring, and (iv) risk decision-making.

risk identification and control assessment,

limit and threshold setting,

(ii)

including

firmwide policies

• Risk Identification and Control Assessment. We
believe the identification of our risks and related control
assessment is a critical step in providing our Board and
senior management transparency and insight into the range
and materiality of our risks. We have a comprehensive data
collection process,
and
procedures that require all employees to report and escalate
risk events. Our approach for risk identification and
control assessment is comprehensive across all risk types, is
dynamic and forward-looking to reflect and adapt to our
changing risk profile and business environment, leverages
subject matter expertise, and allows for prioritization of
our most critical risks. This approach also encompasses
our control assessment, led by our second line of defense,
to review and challenge the control environment to ensure
it supports our strategic business plan.

To effectively assess our risks, we maintain a daily
discipline of marking substantially all of our inventory to
current market levels. We carry our inventory at fair value,
with changes in valuation reflected immediately in our risk
management systems and in net revenues. We do so
because we believe this discipline is one of the most
effective tools for assessing and managing risk and that it
provides transparent and realistic insight into our inventory
exposures.

tail

our

risks,

analysis

highlight

potential

An important part of our risk management process is
It allows us to quantify our
firmwide stress testing.
loss
to
exposure
concentrations, undertake risk/reward analysis, and assess
and mitigate our risk positions. Firmwide stress tests are
performed on a regular basis and are designed to ensure a
and
of
comprehensive
idiosyncratic risks combining financial and nonfinancial
risks, including, but not limited to, credit, market, liquidity
and funding, operational and compliance,
strategic,
systemic and emerging risks into a single combined
scenario. We also perform ad hoc
in
anticipation of market events or conditions. Stress tests are
also used to assess capital adequacy as part of our capital
“Capital
planning
Management
and Regulatory Capital — Capital
Management” for further information.

testing process.

vulnerabilities

and stress

stress

tests

See

• Risk Appetite, Limit and Threshold Setting. We 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 Appetite
Committee,
from the
through delegated authority
Firmwide Enterprise Risk Committee, is responsible for
approving our risk limits and thresholds policy, subject to
the overall limits approved by the Risk Committee of the
Board, and monitoring these limits.

The Firmwide Risk Appetite Committee is responsible for
approving limits at firmwide, business and product levels.
Certain limits may be set at levels that will require periodic
adjustment, rather than at levels that reflect our maximum
risk appetite. This fosters an ongoing dialogue about risk
among our first and second lines of defense, committees
and senior management, as well as rapid escalation of risk-
related matters. Additionally, through delegated authority
from the Firmwide Risk Appetite Committee, Market Risk
sets limits at certain product and desk levels, and Credit
Risk sets limits for individual counterparties and their
subsidiaries, industries and countries. Limits are reviewed
regularly and amended on a permanent or temporary basis
to reflect changing market conditions, business conditions
or risk tolerance.

• Risk Metrics, Reporting and Monitoring. Effective risk
reporting and risk decision-making depends on our ability
to get the right information to the right people at the right
time. As such, we focus on the rigor and effectiveness of
our risk systems, with the objective of ensuring that our
technology systems provide us with
risk management
complete, accurate and timely information. Our risk
metrics, reporting and monitoring processes are designed to
take into account information about both existing and
emerging risks, thereby enabling our risk committees and
senior management to perform their responsibilities with
the appropriate level of
into risk exposures.
Furthermore, our limit and threshold breach processes
provide means for timely escalation. We evaluate changes
in our risk profile and our businesses, including changes in
business mix or jurisdictions in which we operate, by
monitoring risk factors at a firmwide level.

insight

Goldman Sachs 2022 Form 10-K

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 also 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 first and second
lines of defense. 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, councils or working
groups, are described below. In addition to these committees,
we have other risk committees that provide oversight for
different businesses, activities, products, regions and entities.
All of our committees have responsibility for considering the
impact on our reputation of the transactions and activities
that they oversee.

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.

chart below presents an overview of our

The
management governance structure.

risk

Corporate Oversight

Board of Directors

Board Committees

Senior Management Oversight

Chief Executive Officer
President/Chief Operating Officer

Chief Financial Officer

Director of
Internal Audit

Committee Oversight

Management Committee

Chief Risk Officer

Firmwide Enterprise Risk
Committee

Firmwide Asset Liability
Committee

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

governance

• Risk Decision-Making. Our

risk management

structure
provides the protocol and responsibility for decision-
making
ensures
implementation of those decisions. We make extensive use
of risk committees that meet regularly and serve as an
important means
and foster ongoing
discussions to manage and mitigate risks.

to facilitate

issues

and

We maintain strong and proactive communication about
risk and we have a culture of collaboration in decision-
making among our first and second lines of defense,
committees and senior management. While our first line of
defense is responsible for management of their risk, we
dedicate extensive resources to our second line of defense 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.

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. The
experience of our professionals, and their understanding of
the nuances and limitations of each risk measure, guides us in
assessing exposures and maintaining them within prudent
levels.

We reinforce a culture of effective risk management,
in our training and
consistent with our risk appetite,
development programs, as well as in 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 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.

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

Management Committee. The Management Committee
oversees our global activities.
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.

initiatives

strategic business

risk management

capabilities. Additionally,

Firmwide Enterprise Risk Committee. The Firmwide
Enterprise Risk Committee is responsible for overseeing all of
our financial and nonfinancial risks. As part of such
oversight,
the committee is responsible for the ongoing
review, approval and monitoring of our enterprise risk
management framework, as well as our risk limits and
thresholds policy,
through delegated authority to the
Firmwide Risk Appetite Committee. This committee also
to
reviews new significant
determine whether they are consistent with our risk appetite
and
the
Firmwide Enterprise Risk Committee performs enhanced
the top residual and
reviews of significant risk events,
emerging risks, and the overall risk and control environment
in each of our business units in order to propose uplifts,
identify elements that are common to all business units and
analyze the consolidated residual risks that we face. This
committee, which reports to the Management Committee, is
co-chaired by our president and chief operating officer and
our chief risk officer, who are appointed as chairs by our
chief executive officer, and the vice-chair is our chief financial
officer, who is appointed as vice-chair by the chairs of the
Firmwide Enterprise Risk Committee. The following are the
primary committees or councils that report to the Firmwide
Enterprise Risk Committee (unless otherwise noted):

for

• Firmwide Risk Council. The Firmwide Risk Council is
responsible
relevant
financial risks and related risk limits at the firmwide,
business and product levels. This council is co-chaired by
our chief financial officer and our chief risk officer.

the ongoing monitoring of

• 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
remain
time
appropriate. This committee is co-chaired by our controller
and chief accounting officer and our chief operating and
strategy officer for Engineering, who are appointed as
chairs by the chairs of the Firmwide Enterprise Risk
Committee.

consider whether

activities

these

• Firmwide

and

Risk

Operational

Resilience
Committee. The Firmwide Operational Risk and
Resilience Committee
for overseeing
responsible
operational
risk, and for ensuring our business and
operational resilience. To assist the Firmwide Operational
Risk and Resilience Committee in carrying out its mandate,
other
for
risk committees with dedicated oversight
technology-related risks, including cybersecurity matters,
report into the Firmwide Operational Risk and Resilience
Committee. This committee is co-chaired by our chief
administrative officer
for EMEA and our head of
Operational Risk, who are appointed as chairs by the
chairs of the Firmwide Enterprise Risk Committee.

• Firmwide Conduct Committee. The Firmwide Conduct
Committee is responsible for the ongoing approval and
monitoring of the frameworks and policies which govern
our conduct risks. Conduct risk is the risk that our people
fail to act in a manner consistent with our Business
Principles and related core values, policies or codes, or
applicable laws or regulations, thereby falling short in
fulfilling their responsibilities to us, our clients, colleagues,
other market participants or the broader community. This
committee is chaired by our chief legal officer, who is
appointed as chair by the chairs of the Firmwide Enterprise
Risk Committee.

• Firmwide Risk Appetite Committee. The Firmwide
Risk Appetite Committee (through delegated authority
from the Firmwide Enterprise Risk Committee)
is
responsible for the ongoing approval and monitoring of
risk frameworks, policies and parameters related to our
core risk management processes, as well as limits and
thresholds, at firmwide, business and product levels. In
addition, this committee is responsible for overseeing our
financial risks and reviews the results of stress tests and
scenario analyses. To assist the Firmwide Risk Appetite
Committee in carrying out its mandate, a number of other
risk committees with dedicated oversight for stress testing,
model risks, Volcker Rule compliance, as well as our
investments or other capital commitments that may give
rise to financial risk, report
into the Firmwide Risk
Appetite Committee. This committee is chaired by our
chief risk officer, who is appointed as chair by the chairs of
the Firmwide Enterprise Risk Committee. The Firmwide
Capital Committee
Firmwide Commitments
Committee
to the Firmwide Risk Appetite
Committee.

report

and

Firmwide Capital Committee. The Firmwide Capital
Committee provides approval and oversight of debt-related
transactions,
including principal commitments of our
capital. This committee aims to ensure that business,
reputational and suitability standards for underwritings
and capital commitments are maintained on a global basis.
This committee is co-chaired by our head of Credit Risk
and a co-head of our Global Financing Group, who are
appointed as chairs by the chair of the Firmwide Risk
Appetite Committee.

Goldman Sachs 2022 Form 10-K

responsibility for asset

Firmwide Asset Liability Committee. The Firmwide
Asset Liability Committee reviews and approves the strategic
direction for our financial resources,
including capital,
liquidity, funding and balance sheet. This committee has
liability management,
oversight
including interest rate and currency risk, funds transfer
pricing, capital allocation and incentives, and credit ratings.
This
to any
liability management and financial
adjustments to asset
resource allocation in light of
risks,
exposures, and regulatory requirements and approves related
policies. This committee is co-chaired by our chief financial
officer and our global treasurer, who are appointed as chairs
to the
chief
by our
Management Committee.

executive officer, and reports

committee makes

recommendations

current

events,

Liquidity Risk Management

Overview
Liquidity risk is the risk that we will be unable to fund
ourselves or meet our liquidity needs in the event of firm-
specific, broader industry or market liquidity stress events.
We have in place a comprehensive and conservative set of
liquidity and funding policies. Our principal objective is to be
able to fund ourselves and to enable our core businesses to
continue to serve clients and generate revenues, even under
adverse circumstances.

Treasury, which reports to our chief financial officer, has
and
primary
executing our liquidity and funding strategy within our risk
appetite.

for developing, managing

responsibility

independent of our

revenue-
Liquidity Risk, which is
producing units and Treasury, and reports to our chief risk
officer, has primary responsibility for identifying, monitoring
and managing our liquidity risk through firmwide oversight
across our global businesses and the establishment of stress
testing and limits frameworks.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

Firmwide Commitments Committee. The Firmwide
Commitments Committee reviews our underwriting and
distribution activities with respect to equity and equity-
related product offerings, and sets and maintains policies
and procedures designed to ensure that legal, reputational,
regulatory and business standards are maintained on a
global basis. In addition to reviewing specific transactions,
this committee periodically conducts general strategic
reviews of sectors and products and establishes policies in
connection with transaction practices. This committee is
co-chaired by our chief equity underwriting officer for the
Americas,
co-chairman of our Global Financial
Institutions Group and a co-head of our Global Investment
Grade Capital Markets and Risk Management Group in
Global Banking & Markets, who are appointed as chairs
by the chair of the Firmwide Risk Appetite Committee.

• Firmwide

committee

leadership. This

Reputational Risk

Committee. The
Firmwide Reputational Risk Committee is responsible for
assessing reputational risks arising from transactions that
have been identified as having potential heightened
reputational risk pursuant to the criteria established by the
Firmwide Reputational Risk Committee and as determined
by
also
responsible for overseeing client-related business standards
and addressing client-related reputational
risk. This
committee is chaired by our president and chief operating
officer, who is appointed as chair by our chief executive
officer, and the vice-chairs are our chief legal officer and
the head of Conflicts Resolution, who are appointed as
vice-chairs by the chair of the Firmwide Reputational Risk
Committee. This committee periodically provides updates
to, and receives guidance from, the Public Responsibilities
Committee of
the Board. The Firmwide Suitability
Committee reports to the Firmwide Reputational Risk
Committee.

Firmwide Suitability Committee. The
Firmwide
Suitability Committee is responsible for setting standards
and policies for product, transaction and client suitability
and providing a forum for consistency across functions,
regions and products on suitability assessments. This
committee also reviews suitability matters escalated from
other committees. This committee is co-chaired by our
chief compliance officer, and the head of Net Zero
Transition Solutions in Global Banking & Markets, who
are appointed as chairs by the chair of the Firmwide
Reputational Risk Committee.

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

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.

GCLA. GCLA is liquidity that we maintain to meet a broad
range of potential cash outflows and collateral needs in a
stressed environment. A primary liquidity principle is to pre-
fund our estimated potential cash and collateral needs during
a liquidity crisis and hold this liquidity in the form of
unencumbered, highly liquid securities and cash. We believe
that the securities held in our GCLA would be readily
convertible to cash in a matter of days, through liquidation,
by entering into repurchase agreements or from maturities of
resale agreements, and that this cash would allow us to meet
immediate obligations without needing to sell other assets or
depend on additional funding from credit-sensitive markets.

Our GCLA reflects the following principles:

• The first days or weeks of a liquidity crisis are the most

critical to a company’s survival;

• Focus must be maintained on all potential cash and
collateral outflows, not just disruptions to financing flows.
Our businesses are diverse, and our liquidity needs are
determined by many factors, including market movements,
collateral requirements and client commitments, all of
which can change dramatically in a difficult
funding
environment;

• During a liquidity crisis, credit-sensitive funding, including
unsecured debt, certain deposits and some types of secured
financing agreements, may be unavailable, and the terms
(e.g.,
interest rates, collateral provisions and tenor) or
availability of other types of secured financing may change
and certain deposits may be withdrawn; and

• As a result of our policy to pre-fund liquidity that we
estimate may be needed in a crisis, we hold more
unencumbered securities and have larger funding balances
than our businesses would otherwise require. We believe
that our liquidity is stronger with greater balances of highly
liquid unencumbered securities, even though it increases
our total assets and our funding costs.

We maintain our GCLA across Group Inc., Goldman Sachs
Funding LLC (Funding IHC) and Group Inc.’s major broker-
dealer and bank subsidiaries, asset types and clearing agents
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,
entities or
primarily
jurisdictions where we do not have immediate access to
parent company liquidity.

in specific

currencies,

for use

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 information;

• Actively managing and monitoring our asset base, with
particular focus on the liquidity, holding period and ability
to fund assets on a secured basis. We assess our funding
requirements and our ability to liquidate assets in a stressed
environment while appropriately managing risk. This
enables us to determine the most appropriate funding
products and tenors. See “Balance Sheet and Funding
Sources — Balance Sheet Management” for
further
information about our balance sheet management process
and “— Funding Sources — Secured Funding” for further
information about asset classes that may be harder to fund
on a secured basis; and

• Raising secured and unsecured financing that has a long
tenor relative to the liquidity profile of our assets. This
reduces the risk that our liabilities will come due in
advance of our ability to generate liquidity from the sale of
our assets. Because we maintain a highly liquid balance
sheet, the holding period of certain of our assets may be
materially shorter than their contractual maturity dates.

Goldman Sachs 2022 Form 10-K

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 2022,
Group Inc. had $39.33 billion of equity and subordinated
its principal U.S.
indebtedness
registered broker-dealer; $47.74 billion invested in GSI, a
regulated U.K. broker-dealer; $2.62 billion invested in
GSJCL, a regulated Japanese broker-dealer; $52.55 billion
invested in GS Bank USA, a regulated New York State-
chartered bank; and $4.25 billion invested in GSIB, a
regulated U.K. bank. Group Inc. also provides financing,
in the form of: $108.14 billion of
directly or indirectly,
unsubordinated
of
$52.93 billion) and $30.16 billion of collateral and cash
deposits to these entities as of December 2022. In addition, as
of December 2022, Group Inc. had significant amounts of
capital
regulated
subsidiaries.

invested in and loans

to its other

(including

secured

loans

Contingency Funding Plan. We maintain a contingency
funding plan to provide a framework for analyzing and
responding to a liquidity crisis situation or periods of market
stress. Our contingency funding plan outlines a list of
potential risk factors, key reports and metrics that are
reviewed on an ongoing basis to assist in assessing the
severity of, and managing through, a liquidity crisis and/or
market dislocation. The contingency funding plan also
describes in detail our potential responses if our assessments
indicate that we have entered a liquidity crisis, which include
pre-funding for what we estimate will be our potential cash
and collateral needs, as well as utilizing secondary sources of
liquidity. Mitigants and action items to address specific risks
which may arise are also described and assigned to
individuals responsible for execution.

coordination,

The contingency funding plan identifies key groups of
individuals and their responsibilities, which include fostering
effective
of
control
information, implementing liquidity maintenance activities
and managing internal and external communication, all of
which are critical in the management of a crisis or period of
market stress.

distribution

and

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

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
sheet
stress. Through our dynamic balance
management process, we use actual and projected asset
balances
to determine secured and unsecured funding
requirements. Funding plans are reviewed and approved by
the Firmwide Asset Liability Committee. In addition, our
independent risk oversight and control functions analyze, and
the Firmwide Asset Liability Committee reviews, our
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.

financing,

Subsidiary Funding Policies
The majority of our unsecured funding is raised by Group
Inc., which provides the necessary funds to Funding IHC and
other subsidiaries, some of which are regulated, to meet their
asset
In
liquidity and capital
addition, Group Inc. provides its regulated subsidiaries with
the necessary capital to meet their regulatory requirements.
The benefits of this approach to subsidiary funding are
enhanced control and greater flexibility to meet the funding
requirements of our subsidiaries. Funding is also raised at the
including
subsidiary level through a variety of products,
deposits, secured funding and unsecured borrowings.

requirements.

Our intercompany funding policies assume that a subsidiary’s
funds or securities are not freely available to its parent,
Funding IHC or other subsidiaries unless (i) legally provided
for and (ii) there are no additional regulatory, tax or other
restrictions.
In particular, many of our subsidiaries are
subject to laws that authorize regulatory bodies to block or
reduce the flow of funds from those subsidiaries to Group
Inc. or Funding IHC. Regulatory action of that kind could
impede access to funds that Group Inc. needs to make
payments on its obligations. Accordingly, we assume that the
capital provided to our regulated subsidiaries is not available
to Group Inc. or other subsidiaries and any other financing
provided to our regulated subsidiaries is not available to
Group Inc. or Funding IHC until the maturity of such
financing.

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

Stress Tests
In order to determine the appropriate size of our GCLA, we
model liquidity outflows over a range of scenarios and time
horizons. One of our primary internal liquidity risk models,
referred to as the Modeled Liquidity Outflow, quantifies our
liquidity risks over a 30-day stress scenario. We also consider
other factors, including, but not limited to, an assessment of
our potential intraday liquidity needs through an additional
liquidity risk model, referred to as the Intraday
internal
Liquidity Model, the results of our long-term stress testing
models, our resolution liquidity models and other applicable
regulatory requirements and a qualitative assessment of our
condition, as well as the financial markets. The results of the
Modeled Liquidity Outflow, the Intraday Liquidity Model,
the long-term stress testing models and the resolution
liquidity models are reported to senior management on a
regular basis. We also perform firmwide stress tests. See
“Overview and Structure of Risk Management” for
information about firmwide stress tests.

Modeled Liquidity Outflow. Our Modeled Liquidity
Outflow is based on conducting multiple scenarios that
include combinations of market-wide and firm-specific stress.
These scenarios are characterized by the following qualitative
elements:

• Severely challenged market environments, which include
low consumer and corporate confidence, financial and
political instability, and adverse changes in market values,
including potential declines in equity markets and widening
of credit spreads; and

• A firm-specific crisis potentially triggered by material
litigation and/or a ratings

losses, reputational damage,
downgrade.

The following are key modeling elements of our Modeled
Liquidity Outflow:

• Liquidity needs over a 30-day scenario;

• A two-notch downgrade of our long-term senior unsecured

credit ratings;

• Changing conditions in funding markets, which limit our

access to unsecured and secured funding;

• No support from additional government funding facilities.
Although we have access to various central bank funding
programs, we do not assume reliance on additional sources
of funding in a liquidity crisis; and

• A combination of contractual outflows and contingent
outflows arising from both our on- and off-balance sheet
arrangements. Contractual outflows include, among other
term
things, upcoming maturities of unsecured debt,
deposits and secured funding. Contingent outflows include,
among other things, the withdrawal of customer credit
balances in our prime brokerage business,
increase in
variation margin requirements due to adverse changes in
the value of our exchange-traded and OTC-cleared
derivatives, draws on unfunded commitments
and
withdrawals of deposits that have no contractual maturity.
See notes to the consolidated financial statements for
further information about contractual outflows, including
Note 11 for collateralized financings, Note 13 for deposits,
Note 14 for unsecured long-term borrowings and Note 15
for operating lease payments, and “Off-Balance Sheet
Arrangements” for further information about our various
types of off-balance sheet arrangements.

Intraday Liquidity Model. Our Intraday Liquidity Model
measures our intraday liquidity needs 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.

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.

In connection with our
Resolution Liquidity Models.
resolution planning efforts, we have
established our
Resolution Liquidity Adequacy and Positioning framework,
which estimates liquidity needs of our major subsidiaries in a
stressed environment. The liquidity needs are measured using
our Modeled Liquidity Outflow assumptions and include
certain additional
inter-affiliate exposures. We have also
established our Resolution Liquidity Execution Need
framework, which measures the liquidity needs of our major
subsidiaries to stabilize and wind down following a Group
Inc. bankruptcy filing in accordance with our preferred
resolution strategy.

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

Limits
We use liquidity risk limits at various levels and across
liquidity risk types to manage the size of our liquidity
exposures. Limits are measured relative to acceptable levels
of risk given our liquidity risk tolerance. See “Overview and
Structure of Risk Management” for information about the
limit approval process.

Limits are monitored by Treasury and Liquidity Risk.
Liquidity Risk is responsible for identifying and escalating to
senior management and/or the appropriate risk committee,
on a timely basis, instances where limits have been exceeded.

GCLA and Unencumbered Metrics
GCLA. Based on the results of our internal liquidity risk
models, described above, as well as our consideration of
other factors, including, but not limited to, a qualitative
assessment of our condition, as well as the financial markets,
we believe our liquidity position as of both December 2022
and December 2021 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
less
unencumbered securities or committed credit facilities.

liquidity in our GCLA,

such as

The table below presents information about our GCLA.

Average for the

Three Months
Ended December

2022

2021

Year Ended
December
2022

2021

$312,414 $ 230,720
122,401
$408,818 $ 353,121

96,404

$281,427 $ 217,797
116,723
$398,082 $ 334,520

116,655

$217,141 $ 188,223
107,898
13,154
43,846
$408,818 $ 353,121

149,519
12,789
29,369

$228,203 $ 173,000
108,260
10,183
43,077
$398,082 $ 334,520

126,349
11,007
32,523

$ 69,386 $ 54,489
107,279
191,353
$408,818 $ 353,121

109,502
229,930

$ 64,579 $ 53,205
104,326
176,989
$398,082 $ 334,520

113,887
219,616

$ in millions

Denomination
U.S. dollar
Non-U.S. dollar
Total

Asset Class
Overnight cash deposits
U.S. government obligations
U.S. agency obligations
Non-U.S. government obligations
Total

Entity Type
Group Inc. and Funding IHC
Major broker-dealer subsidiaries
Major bank subsidiaries
Total

In the table above:

• The U.S. dollar-denominated GCLA consists of

(i)
unencumbered U.S. government and agency obligations
(including highly liquid U.S. agency mortgage-backed
obligations), all of which are eligible as collateral in Federal
Reserve open market operations and (ii) certain overnight
U.S. dollar cash deposits.

• The non-U.S. dollar-denominated GCLA consists of non-
U.S. government obligations (only unencumbered German,
French, Japanese and U.K. government obligations) and
certain overnight cash deposits in highly liquid currencies.

Goldman Sachs 2022 Form 10-K

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
for Group Inc., as well as a standalone
requirement
requirement for each of our major broker-dealer and bank
subsidiaries. Funding IHC is
required to provide the
necessary liquidity to Group Inc. during the ordinary course
of business, and is also obligated to provide capital and
liquidity support to major subsidiaries in the event of our
material financial distress or failure. Liquidity held directly in
each of our major broker-dealer and bank subsidiaries is
intended for use only by that subsidiary to meet its liquidity
requirements and is assumed not to be available to Group
Inc. or Funding IHC unless (i) legally provided for and (ii)
there are no additional regulatory, tax or other restrictions.
In addition, the Modeled Liquidity Outflow and Intraday
Liquidity Model also incorporate a broader assessment of
standalone liquidity requirements for other subsidiaries and
we hold a portion of our GCLA directly at Group Inc. or
Funding IHC to support such requirements.

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 $273.49 billion for the three months ended
December 2022, $271.65 billion for the three months ended
December 2021, $275.69 billion for the year ended December
2022 and $249.32 billion for the year ended December 2021.
We do not consider these assets liquid enough to be eligible
for our GCLA.

regulatory

agencies. The LCR rule

Liquidity Regulatory Framework
As a BHC, we are subject to a minimum Liquidity Coverage
Ratio (LCR) under the LCR rule approved by the U.S. federal
requires
bank
organizations to maintain an adequate ratio of eligible high-
quality liquid assets (HQLA) to expected net cash outflows
under an acute, short-term liquidity stress scenario. Eligible
HQLA excludes HQLA held by subsidiaries that is in excess
of their minimum requirement and is subject to transfer
restrictions. We are required to maintain a minimum LCR of
100%. We expect that fluctuations in client activity, business
mix and the market environment will impact our LCR.

The table below presents information about our average
daily LCR.

$ in millions
Total HQLA
Eligible HQLA
Net cash outflows

LCR

Average for the
Three Months Ended

December
2022
$ 401,836
$ 291,118
$ 226,532

September
2022
$ 407,969
$ 279,121
$ 224,408

December
2021
$ 342,047
$ 248,570
$ 203,623

129%

124%

122%

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

As a BHC, we are subject to a net stable funding ratio
(NSFR) requirement established by the U.S. federal bank
regulatory agencies, which requires
large U.S. banking
organizations to ensure they have access to stable funding
time horizon. The rule also requires
over a one-year
disclosure of our quarterly average daily NSFR on a semi-
annual basis and a description of the banking organization’s
stable funding sources. We will begin doing so in August
2023. Our NSFR as of December 2022 exceeded the minimum
requirement.

Credit Ratings
We rely on the short- and long-term debt capital markets to
fund a significant portion of our day-to-day operations and
the cost and availability of debt financing is influenced by our
credit ratings. Credit ratings are also important when we are
competing in certain markets, such as OTC derivatives, and
when we seek to engage in longer-term transactions. See
“Risk Factors” in Part I, Item 1A of this Form 10-K for
information about the risks associated with a reduction in
our credit ratings.

The following provides information about our subsidiary
liquidity regulatory requirements:

The table below presents the unsecured credit ratings and
outlook of Group Inc.

• GS Bank USA. GS Bank USA is subject to a minimum
LCR of 100% under the LCR rule approved by the U.S.
federal bank regulatory agencies. As of December 2022, GS
Bank USA’s LCR exceeded the minimum requirement. The
NSFR requirement described above also applies to GS
Bank USA. As of December 2022, GS Bank USA’s NSFR
exceeded the minimum requirement.

• GSI and GSIB. GSI and GSIB are subject to a minimum
LCR of 100% under the LCR rule approved by the U.K.
regulatory authorities. GSI’s and GSIB’s average monthly
LCR for the trailing twelve-month period ended December
2022 exceeded the minimum requirement. GSI and GSIB
are subject to the applicable NSFR requirement in the U.K.
As of December 2022, both GSI’s and GSIB’s NSFR
exceeded the minimum requirement.

• GSBE. GSBE is subject to a minimum LCR of 100% under
the LCR rule approved by the European Parliament and
Council. GSBE’s average monthly LCR for the trailing
twelve-month period ended December 2022 exceeded the
minimum requirement. GSBE is subject to the applicable
NSFR requirement in the E.U. As of December 2022,
GSBE’s NSFR exceeded the minimum requirement.

Short-term debt
Long-term debt
Subordinated debt
Trust preferred
Preferred stock
Ratings outlook

DBRS
R-1 (middle)
A (high)
A
A
BBB (high)
Stable

In the table above:

As of December 2022

Fitch Moody’s
P-1
A2
Baa2
Baa3
Ba1

R&I
a-1
A
A-
N/A
N/A
Stable Stable

F1
A
BBB+
BBB-
BBB-
Stable

S&P
A-2
BBB+
BBB
BB+
BB+
Stable

• The ratings and outlook are by DBRS, Inc. (DBRS), Fitch,
Inc. (Fitch), Moody’s Investors Service (Moody’s), Rating
and Investment Information, Inc. (R&I), and Standard &
Poor’s Ratings Services (S&P).

• The ratings for trust preferred relate to the guaranteed
interests issued by Goldman Sachs

preferred beneficial
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.

• Other Subsidiaries. We monitor

local
subsidiaries

regulatory
to ensure
liquidity requirements of our
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 regulatory authorities could impact our
liquidity and funding requirements and practices in the
future.

Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

The table below presents the unsecured credit ratings and
outlook of GS Bank USA, GSIB, GSBE, GS&Co. and GSI.

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
GSBE
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 2022

Fitch

Moody’s

S&P

F1
A+
F1+
AA-
Stable

F1
A+
F1
A+
Stable

F1
A+
N/A
N/A
Stable

F1
A+
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+
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;

• Our level and variability of earnings;

• Our capital base;

• Our franchise, reputation and management;

• Our corporate governance; and

• The

external operating and economic

environment,
including, in some cases, the assumed level of government
support or other systemic considerations, such as potential
resolution.

Certain of our derivatives have been transacted under
bilateral agreements with counterparties who may require us
to post collateral or terminate the transactions based on
changes in our credit ratings. We manage our GCLA to
ensure we would, among other potential requirements, be
termination
able to make the additional collateral or
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.

features

and the

See Note 7 to the consolidated financial statements for
further information about derivatives with credit-related
contingent
collateral or
termination payments related to our net derivative liabilities
under bilateral agreements that could have been called by
counterparties in the event of a one- or two-notch downgrade
in our credit ratings.
100 Goldman Sachs 2022 Form 10-K

additional

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.

purchases

from net

investments

Year Ended December 2022. Our
cash and cash
equivalents decreased by $19.21 billion to $241.83 billion at
the end of 2022, primarily due to net cash used for investing
activities, partially offset by net cash provided by financing
activities. The net cash used for investing activities primarily
reflected
(primarily U.S.
government obligations accounted for as held-to-maturity)
and an increase in net lending activities (reflecting increases
in other collateralized and consumer loans). The net cash
provided by financing activities primarily reflected cash
inflows
issuances of unsecured long-term
borrowings and deposits (reflecting increases in transaction
banking and private bank and consumer deposits, partially
offset by a decrease in other deposits). The net cash provided
by operating activities primarily reflected cash inflows from
trading assets and liabilities, customer and other receivables
and payables, net (reflecting both a decrease in customer and
other receivables and an increase in customer and other
payables), net earnings and loans held for sale, net, partially
offset by cash outflows from collateralized transactions
(reflecting both a decrease in collateralized financings and an
increase in collateralized agreements). The decrease in cash
and cash equivalents as a result of changes in foreign
exchange rates was due to the U.S. dollar strengthening
during the year. Such amount was $11.56 billion for 2022
($3.42 billion for the three months ended March 2022, $10.34
billion for the six months ended June 2022 and $18.17 billion
for the nine months ended September 2022).

Year Ended December 2021. Our
cash and cash
equivalents increased by $105.19 billion to $261.04 billion at
the end of 2021, primarily due to net cash provided by
financing activities, partially offset by net cash used for
investing activities. The net cash provided by financing
activities primarily reflected an increase in net deposits
(reflecting increases across channels) and net issuances of
unsecured long-term borrowings. The net cash used for
investing
of
investments and an increase in net lending activities, partially
offset by sales and paydowns of investments.

purchases

primarily

activities

reflected

For an analysis of cash flows for the year ended December
2020, see Part II, Item 7 "Management's Discussion and
Analysis of Financial Condition and Results of Operations"
in our Annual Report on Form 10-K for the year ended
December 31, 2021.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

Market Risk Management

Overview
Market risk is the risk of an adverse impact to our earnings
due to changes in market conditions. Our assets and
liabilities that give rise to market risk primarily include
positions held for market making for our clients and for our
investing and financing activities, and these positions change
based on client demands and our investment opportunities.
We employ a variety of risk measures, each described in the
respective sections below, to monitor market risk. Categories
of market risk include the following:

• Interest rate risk: results from exposures to changes in the
level, slope and curvature of yield curves, the volatilities of
interest rates, prepayment speeds and credit spreads;

• Equity price risk: results from exposures to changes in
prices and volatilities of individual equities, baskets of
equities and equity indices;

• Currency rate risk: results from exposures to changes in
spot prices, forward prices and volatilities of currency
rates; and

• Commodity price risk: results from exposures to changes in
spot prices, forward prices and volatilities of commodities,
such as crude oil, petroleum products, natural gas,
electricity, and precious and base metals.

Market Risk, which is independent of our revenue-producing
units and reports to our chief risk officer, has primary
responsibility for assessing, monitoring and managing our
market risk through firmwide oversight across our global
businesses.

Managers in revenue-producing units, Treasury and Market
Risk discuss market information, positions and estimated
loss scenarios on an ongoing basis. Managers in revenue-
producing units and Treasury are accountable for managing
risk within prescribed limits. These managers have in-depth
knowledge of their positions, markets and the instruments
available to hedge their exposures.

Market Risk Management Process
Our process for managing market risk includes the critical
components of our risk management framework described in
the “Overview and Structure of Risk Management,” as well
as the following:

• Monitoring compliance with established market risk limits

and reporting our exposures;

• Diversifying exposures;

• Controlling position sizes; and

• Evaluating mitigants, such as economic hedges in related

securities or derivatives.

Our market risk management systems enable us to perform
an independent calculation of Value-at-Risk (VaR), Earnings-
at-Risk (EaR) and other
stress measures, capture risk
measures at individual position levels, attribute risk measures
to individual risk factors of each position, report many
different views of the risk measures (e.g., by desk, business,
product type or entity) and produce ad hoc analyses in a
timely manner.

Risk Measures
them against
We produce risk measures and monitor
established market risk limits. These measures reflect an
extensive range of scenarios and the results are aggregated at
product, business and firmwide levels.

We use a variety of risk measures to estimate the size of
potential losses for both moderate and more extreme market
moves over both short- and long-term time horizons. Our
primary risk measures are VaR, EaR and other stress tests.

Our risk reports detail key risks, drivers and changes for each
desk and business, and are distributed daily to senior
management of both our revenue-producing units and our
independent risk oversight and control functions.

Value-at-Risk. VaR is the potential loss in value due to
adverse market movements over a defined time horizon with
a specified confidence level. For assets and liabilities included
in VaR, see “Financial Statement Linkages to Market Risk
Measures.” We typically employ a one-day time horizon with
a 95% confidence level. We use a single VaR model, which
captures risks, including interest rates, equity prices, currency
such, VaR facilitates
rates and commodity prices. As
comparison across portfolios of different risk characteristics.
VaR also captures the diversification of aggregated risk at the
firmwide level.

Goldman Sachs 2022 Form 10-K

101

Earnings-at-Risk. Beginning in the fourth quarter of 2022,
we started managing our interest rate risk using the EaR
metric. EaR measures the estimated impact of changes in
interest rates to our net revenues and preferred stock
dividends over a defined time horizon. EaR complements the
VaR metric, which measures the impact of interest rate
changes that have an immediate impact on the fair values of
our assets and liabilities (i.e., mark-to-market changes). Our
exposure to interest rate risk occurs due to a variety of
factors, including, but not limited to:

• Differences

in maturity or

repricing dates of assets,
liabilities, preferred stock and certain off-balance sheet
instruments.

• Differences in the amounts of assets, liabilities, preferred
stock and certain off-balance sheet instruments with the
same maturity or repricing dates.

• Certain interest rate sensitive fees.

Treasury manages the aggregated interest rate risk from all
businesses through our investment securities portfolio and
interest rate derivatives. We measure EaR over a one-year
time horizon following a 100-basis point
instantaneous
parallel shock in both short- and long-term interest rates.
This sensitivity is calculated relative to a baseline market
scenario, which takes into consideration, among other things,
the market’s expectation of forward rates, as well as our
expectation of future business activity. This scenario includes
contractual elements of assets, liabilities, preferred stock, and
certain off-balance sheet
instruments, such as rates of
interest, principal repayment schedules, maturity and reset
dates, and any interest rate ceilings or floors, as well as
assumptions with respect to our balance sheet size and
composition, deposit repricing and prepayment behavior. We
to reduce potential volatility
manage EaR with a goal
resulting from changes in interest rates so it remains within
our EaR risk appetite. Our EaR scenario is regularly
evaluated and updated, if necessary, to reflect changes in our
business plans, market conditions and other macroeconomic
information
factors. While management uses
available to estimate EaR, actual results may differ materially
as a result of, among other things, changes in the economic
environment or assumptions used in the process.

the best

Risk, which is independent of our revenue-producing units,
and Treasury, have primary responsibility for assessing and
monitoring EaR through firmwide oversight,
including
oversight of EaR stress testing and assumptions, and the
establishment of our EaR risk appetite.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

limitations to VaR and
We are aware of
therefore use a variety of risk measures in our market risk
management process. Inherent limitations to VaR include:

the inherent

• VaR does not estimate potential losses over longer time

horizons where moves may be extreme;

• VaR does not take account of the relative liquidity of

different risk positions; and

• Previous moves in market risk factors may not produce

accurate predictions of all future market moves.

To comprehensively capture our exposures and relevant risks
in our VaR calculation, we use historical simulations with
full valuation of market factors at the position level by
simultaneously shocking the relevant market factors for that
position. These market factors include spot prices, credit
spreads,
funding spreads, yield curves, volatility and
correlation, and are updated periodically based on changes in
the composition of positions, as well as variations in market
conditions. We sample from five years of historical data to
generate the scenarios for our VaR calculation. The historical
data is weighted so that the relative importance of the data
reduces over time. This gives greater importance to more
recent observations and reflects current asset volatilities,
which improves the accuracy of our estimates of potential
loss. As a result, even if our positions included in VaR were
unchanged, our VaR would increase with increasing market
volatility and vice versa.

Given its reliance on historical data, VaR is most effective in
estimating risk exposures in markets in which there are no
sudden fundamental changes or shifts in market conditions.

Our VaR measure does not include:

• Positions that are not accounted for at fair value, such as
held-to-maturity
and
unsecured borrowings that are accounted for at amortized
cost;

and loans, deposits

securities

• Available-for-sale

related
unrealized fair value gains and losses are included in
accumulated other comprehensive income/(loss);

for which

securities

the

• 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.

102 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

Stress Testing. Stress testing is a method of determining the
effect of various hypothetical stress scenarios. In addition to
EaR, we use other stress tests to examine risks of specific
portfolios, as well as the potential impact of our significant
risk exposures. We use a variety of stress testing techniques
to calculate the potential loss from a wide range of market
moves on our portfolios,
including firmwide stress tests,
sensitivity analysis and scenario analysis. The results of our
risk
various
management purposes. See “Overview and Structure of Risk
Management” for information about firmwide stress tests.

analyzed together

stress

tests

are

for

Sensitivity analysis is used to quantify the impact of a market
move in a single risk factor across all positions (e.g., equity
prices or credit spreads) using a variety of defined market
shocks, ranging from those that could be expected over a
one-day time horizon up to those that could take many
months to occur. We also use sensitivity analysis to quantify
the impact of the default of any single entity, which captures
the risk of large or concentrated exposures.

Scenario analysis is used to quantify the impact of a specified
event, including how the event impacts multiple risk factors
simultaneously. For example, for sovereign stress testing we
calculate potential direct exposure associated with our
sovereign positions, as well as the corresponding debt, equity
and currency exposures associated with our non-sovereign
positions that may be impacted by the sovereign distress.
When conducting scenario analysis, we often consider a
number of possible outcomes for each scenario, ranging from
moderate to severely adverse market impacts. In addition,
these stress tests are constructed using both historical events
and forward-looking hypothetical scenarios.

Unlike VaR measures, which have an implied probability
because they are calculated at a specified confidence level,
there may not be an implied probability that our stress testing
scenarios will occur. Instead, stress testing is used to model
both moderate and more extreme moves in underlying
market factors. When estimating potential loss, we generally
assume that our positions cannot be reduced or hedged
(although experience demonstrates that we are generally able
to do so).

Limits
We use market risk limits at various levels to manage the size
of our market exposures. These limits are set based on VaR,
EaR and on a range of stress tests relevant to our exposures.
See “Overview and Structure of Risk Management” for
information about the limit approval process.
Limits are monitored by Treasury and Risk. Risk is
to senior
responsible
management and/or the appropriate risk committee, on a
timely basis, instances where limits have been exceeded (e.g.,
due to positional changes or changes in market conditions,
such as increased volatilities or changes in correlations). Such
instances are remediated by a reduction in the positions we
hold and/or a temporary or permanent increase to the limit, if
warranted.

and escalating

identifying

for

Metrics
We analyze VaR at the firmwide level and a variety of more
detailed levels,
including by risk category, business and
region. Diversification effect in the tables below represents
the difference between total VaR and the sum of the VaRs for
the four risk categories. This effect arises because the four
market risk categories are not perfectly correlated.

The table below presents our average daily VaR.

$ in millions
Categories
Interest rates
Equity prices
Currency rates
Commodity prices
Diversification effect
Total

Year Ended December

2022

2021

97 $
33
32
47
(95)
114 $

60
43
13
25
(55)
86

Our average daily VaR increased to $114 million in 2022
from $86 million in 2021, due to higher levels of volatility,
partially offset by reduced exposures. The total increase was
driven by increases in the interest rates, commodity prices
and currency rates categories, partially offset by an increase
in the diversification effect and a decrease in the equity prices
category.

The table below presents our period-end VaR.

$ in millions
Categories
Interest rates
Equity prices
Currency rates
Commodity prices
Diversification effect
Total

As of December

2022

2021

108 $
27
35
18
(85)
103 $

69
31
19
30
(58)
91

Our period-end VaR increased to $103 million as of
December 2022 from $91 million as of December 2021, due to
higher
levels of volatility, partially offset by reduced
increase was primarily driven by
exposures. The total
increases in the interest rates and currency rates categories,
partially offset by an increase in the diversification effect and
a decrease in the commodity prices category.

During 2022, the firmwide VaR risk limit was exceeded on
six occasions (all of which occurred during March 2022)
primarily due to higher levels of volatility generally resulting
from broad macroeconomic and geopolitical concerns. These
limit breaches were resolved by temporary increases in the
firmwide VaR risk limit and subsequent risk reductions.
During this period, the firmwide VaR risk limit was also
permanently increased due to higher levels of volatility.
During 2021, the firmwide VaR risk limit was not exceeded
and there were no permanent or temporary changes to the
firmwide VaR risk limit.

Goldman Sachs 2022 Form 10-K

103

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

The table below presents our high and low VaR.

$ in millions
Categories
Interest rates
Equity prices
Currency rates
Commodity prices

Firmwide
VaR

Year Ended December

2022

2021

High

Low

High

Low

$
$
$
$

139 $
48 $
55 $
82 $

57
25
16
18

$
$
$
$

74 $
71 $
20 $
45 $

49
30
8
14

158 $

$ 105 $

The chart below presents our daily VaR for 2022.

210

180

150

120

R
a
V
y

l
i

a
D

)
s
n
o

i
l
l
i

m
n
i
(

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.

Sensitivity Measures
Certain portfolios and individual positions are not included
in VaR because VaR is not
the most appropriate risk
measure. Other sensitivity measures we use to analyze market
risk are described below.

10% Sensitivity Measures. The table below presents our
market risk by asset category for positions accounted for at
fair value, that are not included in VaR.

$ in millions
Equity
Debt
Total

As of December

2022
1,621 $
1,986
3,607 $

2021
1,953
2,244
4,197

First Quarter
2022

Second Quarter
2022

Third Quarter
2022

Fourth Quarter
2022

In the table above:

The table below presents, by number of business days, the
frequency distribution of our daily net revenues for positions
included in VaR.

• 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.

$ in millions
>$100
$75 – $100
$50 – $75
$25 – $50
$0 – $25
$(25) – $0
$(50) – $(25)
$(75) – $(50)
$(100) – $(75)
<$(100)
Total

Year Ended December

2022
92
25
29
33
36
17
13
1
3
2
251

2021
53
45
42
33
45
24
6
2
1
1
252

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 exceeded our 95% one-day VaR (i.e., a VaR
exception) on two occasions during 2022 and on one occasion
during 2021.

• 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.

• Funded equity and debt positions are included in our
consolidated balance sheets in investments and loans. See
Note 8 to the consolidated financial statements for further
information about
investments and Note 9 to the
consolidated financial statements for further information
about loans.

• These measures do not reflect the diversification effect
risk

across asset categories or across other market
measures.

104 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

Credit and Funding Spread Sensitivity on Derivatives
and Financial Liabilities. VaR excludes the impact of
changes in counterparty credit spreads, our own credit
spreads and unsecured funding spreads on derivatives, as well
as changes in our own credit spreads (debt valuation
adjustment) on financial liabilities for which the fair value
option was elected. The estimated sensitivity to a one basis
point increase in credit spreads (counterparty and our own)
and unsecured funding spreads on derivatives (including
hedges) was a loss of $1 million as of both December 2022
and December 2021. 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 $37 million as of December 2022 and
$33 million as of December 2021. However, the actual net
impact of a change in our own credit spreads is also affected
by the liquidity, duration and convexity (as the sensitivity is
not linear to changes in yields) of those financial liabilities for
which the fair value option was elected, as well as the relative
performance of any hedges undertaken.

Earnings-at-Risk. The table below presents the impact of a
parallel shift in rates on our net revenues and preferred stock
dividends over the next 12 months relative to the baseline
scenario.

$ in millions

+100 basis points parallel shift in rates

-100 basis points parallel shift in rates

In the table above:

As of December

2022

104 $

(104)

2021

782

N.M.

• The EaR metric utilized various assumptions, including,
among other things, balance sheet size and composition,
deposit repricing and prepayment behavior, all of which
have inherent uncertainties. The EaR metric does not
represent a forecast of our net revenues and preferred stock
dividends.

• The change in our sensitivities as of December 2022
compared to December 2021 primarily reflects the impact
of changes in our investment securities portfolio and
interest rate derivatives.

• The -100 basis points parallel shift in rates scenario was not
meaningful as of December 2021 given the low interest rate
environment.

Other Market Risk Considerations
We make investments in securities that are accounted for as
available-for-sale, held-to-maturity or under
the equity
method which are included in investments in the consolidated
balance sheets. See Note 8 to the consolidated financial
statements for further information.

Direct investments in real estate are accounted for at cost less
accumulated depreciation. See Note 12 to the consolidated
financial statements for further information about other
assets.

Linkages

to Market Risk

Financial Statement
Measures
We employ a variety of risk measures, each described in the
respective sections above, to monitor market risk across the
consolidated balance sheets and consolidated statements of
earnings. The related gains and losses on these positions are
included in market making, other principal transactions,
interest income and interest expense in the consolidated
statements of earnings, and debt valuation adjustment and
unrealized gains/(losses) on available-for-sale securities in the
consolidated statements of comprehensive income.
The table below presents certain assets and liabilities
accounted for at fair value in our consolidated balance sheets
and the market risk measures used to assess those assets and
liabilities.

Assets or Liabilities

Market Risk Measures

Collateralized agreements and financings

VaR

Customer and other receivables

10% Sensitivity Measures

Trading assets and liabilities

Investments

Loans

VaR
Credit Spread Sensitivity

VaR
10% Sensitivity Measures

Other assets and liabilities

VaR

Deposits

Unsecured borrowings

VaR
Credit Spread Sensitivity

In addition to the above, we measure the interest rate risk for
all positions within our consolidated balance sheets using the
EaR metric.

Goldman Sachs 2022 Form 10-K

105

its

financial

to meet

obligations.

We also perform credit analyses, which incorporate initial
and ongoing evaluations of the capacity and willingness of a
counterparty
For
substantially all of our credit exposures, the core of our
process is an annual counterparty credit evaluation or more
frequently if deemed necessary as a result of events or
changes in circumstances. We determine an internal credit
rating for the counterparty by considering the results of the
credit evaluations and assumptions with respect to the nature
of and outlook for the counterparty’s industry and the
economic environment. The internal credit rating does not
take into consideration collateral received or other credit
support arrangements. Senior personnel, with expertise in
specific industries, inspect and approve credit reviews and
internal credit ratings.

Our
risk assessment process may also include, where
applicable, reviewing certain key metrics, including, but not
limited to, delinquency status, collateral value, FICO credit
scores and other risk factors.

Our credit risk management systems capture credit exposure
to individual counterparties and on an aggregate basis to
counterparties and their subsidiaries. These systems also
provide management with comprehensive information about
our aggregate credit risk by product, internal credit rating,
industry, country and region.

current

exposure

represents

Risk Measures
We measure our credit risk based on the potential loss in the
event of non-payment by a counterparty using current and
potential exposure. For derivatives and securities financing
transactions,
the amount
presently owed to us after taking into account applicable
netting and collateral arrangements, while potential exposure
represents our estimate of the future exposure that could
arise over
the life of a transaction based on market
movements within a specified confidence level. Potential
exposure also takes into account netting and collateral
arrangements. For loans and lending commitments,
the
primary measure is a function of the notional amount of the
position.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

Credit Risk Management

Overview
Credit risk represents the potential for loss due to the default
or deterioration in credit quality of a counterparty (e.g., an
OTC derivatives counterparty or a borrower) or an issuer of
securities or other instruments we hold. Our exposure to
credit risk comes mostly from client transactions in OTC
derivatives and loans and lending commitments. Credit risk
also comes from cash placed with banks, securities financing
transactions (i.e., resale and repurchase agreements and
securities borrowing and lending activities) and customer and
other receivables.

Credit Risk, which is independent of our revenue-producing
units and reports to our chief risk officer, has primary
responsibility for assessing, monitoring and managing our
credit risk through firmwide oversight across our global
businesses. In addition, we hold other positions that give rise
to credit risk (e.g., bonds and secondary bank loans). These
credit risks are captured as a component of market risk
measures, which are monitored and managed by Market
Risk. We also enter into derivatives to manage market risk
exposures. Such derivatives also give rise to credit risk, which
is monitored and managed by Credit Risk.

Credit Risk Management Process
Our process for managing credit risk includes the critical
components of our risk management framework described in
the “Overview and Structure of Risk Management,” as well
as the following:

• Monitoring compliance with established credit risk limits
credit
credit

exposures

and

our

and
reporting
concentrations;

• Establishing or approving underwriting standards;

• Assessing the likelihood that a counterparty will default on

its payment obligations;

• Measuring our current and potential credit exposure and

losses resulting from a counterparty default;

• Using credit
hedging; and

risk mitigants,

including collateral and

• Maximizing

recovery
restructuring of claims.

through active workout

and

106 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

including shocks

Stress Tests
We conduct regular stress tests to calculate the credit
exposures,
including potential concentrations that would
result from applying shocks to counterparty credit ratings or
credit risk factors (e.g., currency rates, interest rates, equity
prices). These shocks cover a wide range of moderate and
more extreme market movements,
to
multiple risk factors, consistent with the occurrence of a
severe market or economic event. In the case of sovereign
default, we estimate the direct impact of the default on our
sovereign credit exposures, changes to our credit exposures
arising from potential market moves in response to the
default, and the impact of credit market deterioration on
corporate borrowers and counterparties that may result from
the sovereign default. Unlike potential exposure, which is
calculated within a specified confidence level, stress testing
does not generally assume a probability of these events
tests. See
occurring. We also perform firmwide stress
“Overview and Structure of Risk Management” for
information about firmwide stress tests.

To supplement these regular stress tests, as described above,
we also conduct tailored stress tests on an ad hoc basis in
response to specific market events that we deem significant.
We also utilize these stress tests to estimate the indirect
impact of certain hypothetical events on our country
exposures, such as the impact of credit market deterioration
on corporate borrowers and counterparties along with the
shocks to the risk factors described above. The parameters of
these shocks vary based on the scenario reflected in each
stress test. We review estimated losses produced by the stress
tests in order to understand their magnitude, highlight
potential loss concentrations, and assess and mitigate our
exposures where necessary.

Limits
We use credit risk limits at various levels, as well as
underwriting standards to manage the size and nature of our
credit exposures. Limits for industries and countries are
based on our risk appetite and are designed to allow for
regular monitoring, review, escalation and management of
credit risk concentrations. See “Overview and Structure of
Risk Management” for information about the limit approval
process.

Credit Risk is responsible for monitoring these limits, and
identifying and escalating to senior management and/or the
appropriate risk committee, on a timely basis,
instances
where limits have been exceeded.

Risk Mitigants
To reduce our credit exposures on derivatives and securities
financing transactions, we may enter into netting agreements
with counterparties that permit us to offset receivables and
payables with such counterparties. We may also reduce credit
risk with counterparties by entering into agreements that
enable us to obtain collateral from them on an upfront or
the
contingent basis and/or to terminate transactions if
counterparty’s credit rating falls below a specified level. We
monitor the fair value of the collateral to ensure that our
credit exposures are appropriately collateralized. We seek to
minimize exposures where there is a significant positive
correlation
our
counterparties and the market value of collateral we receive.

creditworthiness

between

the

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
employed can
type
significantly influence the degree of credit risk involved in a
loan or lending commitment.

and structure of

risk mitigants

visibility

sufficient

When we do not have
into a
counterparty’s financial strength or when we believe a
counterparty requires support from its parent, we may obtain
third-party guarantees of the counterparty’s obligations. We
may also mitigate our credit risk using credit derivatives or
participation agreements.

Goldman Sachs 2022 Form 10-K

107

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

Credit Exposures
As of December 2022, our aggregate credit exposure
decreased compared with December
2021, primarily
reflecting decreases in receivables from clearing organizations
and cash deposits with central banks, partially offset by an
increase in loans and lending commitments. The percentage
of our credit exposures arising from non-investment-grade
counterparties (based on our internally determined public
equivalents) decreased compared with
rating
December 2021, primarily reflecting a decrease in non-
investment-grade loans and lending commitments. Our credit
exposures are described further below.

agency

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.

table below presents our

The
from
unrestricted cash and cash equivalents, and the concentration
by industry, region and internally determined public rating
agency equivalents.

exposure

credit

$ in millions
Cash and Cash Equivalents

Industry
Financial Institutions
Sovereign
Total

Region
Americas
EMEA
Asia
Total

Credit Quality (Credit Rating Equivalent)
AAA
AA
A
BBB
Total

As of December

2022
$224,889

2021
$236,168

6%
94%
100%

77%
19%
4%
100%

89%
5%
6%
–
100%

5%
95%
100%

55%
36%
9%
100%

64%
24%
11%
1%
100%

The table above excludes cash segregated for regulatory and
other purposes of $16.94 billion as of December 2022 and
$24.87 billion as of December 2021.

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.

108 Goldman Sachs 2022 Form 10-K

that

We generally enter into OTC derivatives transactions under
require the daily
bilateral collateral arrangements
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
the probability of
present value of expected exposure,
counterparty default and the assumed recovery upon default.

The table below presents our net credit exposure from OTC
derivatives and the concentration by industry and region.

$ in millions
OTC derivative assets
Collateral (not netted under U.S. GAAP)
Net credit exposure

Industry

Consumer & Retail
Diversified Industrials
Financial Institutions
Funds
Healthcare
Municipalities & Nonprofit
Natural Resources & Utilities
Sovereign
Technology, Media & Telecommunications
Other (including Special Purpose Vehicles)
Total

Region

Americas
EMEA
Asia
Total

As of December

2022
$53,399
(15,823)
$37,576

2021
$58,637
(17,245)
$41,392

3%
8%
20%
19%
1%
2%
34%
7%
4%
2%
100%

49%
43%
8%
100%

2%
10%
15%
13%
1%
5%
33%
8%
8%
5%
100%

53%
37%
10%
100%

Our credit exposure (before any potential recoveries) to OTC
derivative counterparties that defaulted during 2022 remained
low, representing less than 2% of our total credit exposure
from OTC derivatives.

In the table above:

• OTC derivative assets,

included in the consolidated
balance sheets, are reported on a net-by-counterparty basis
(i.e., the net receivable for a given counterparty) when a
legal right of setoff exists under an enforceable netting
agreement (counterparty netting) and are accounted for at
fair value, net of cash collateral received under enforceable
credit support agreements (cash collateral netting).

collateral,

• Collateral represents cash collateral and the fair value of
securities
non-U.S.
government and agency obligations, received under credit
support agreements, that we consider when determining
credit risk, but such collateral is not eligible for netting
under U.S. GAAP.

primarily U.S.

and

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

The table below presents the distribution of our net credit
exposure from OTC derivatives by tenor.

$ in millions

As of December 2022
Less than 1 year
1 – 5 years
Greater than 5 years
Total
Netting
Net credit exposure

As of December 2021

Less than 1 year
1 – 5 years
Greater than 5 years
Total
Netting
Net credit exposure

Investment-
Grade

Non-Investment-
Grade / Unrated

Total

23,112 $
26,627
58,354
108,093
(83,531)
24,562 $

27,668 $
21,746
64,670
114,084
(89,244)
24,840 $

8,812 $
8,355
4,342
21,509
(8,495)
13,014 $

31,924
34,982
62,696
129,602
(92,026)
37,576

11,203 $
9,515
6,590
27,308
(10,756)
16,552 $

38,871
31,261
71,260
141,392
(100,000)
41,392

In the table above:
• Tenor is based on remaining contractual maturity.
• Netting

includes
and

counterparty netting

tenor
categories
consider when
determining credit risk (including collateral that is not
eligible for netting under U.S. GAAP). Counterparty
netting within the same tenor category is included within
such tenor category.

that we

collateral

across

The tables below present the distribution of our net credit
exposure from OTC derivatives by tenor and internally
determined public rating agency equivalents.

$ in millions
As of December 2022
Less than 1 year
1 – 5 years
Greater than 5 years
Total
Netting
Net credit exposure

As of December 2021

Less than 1 year
1 – 5 years
Greater than 5 years
Total
Netting
Net credit exposure

$ in millions
As of December 2022
Less than 1 year
1 – 5 years
Greater than 5 years
Total
Netting
Net credit exposure

As of December 2021

Less than 1 year
1 – 5 years
Greater than 5 years
Total
Netting
Net credit exposure

Investment-Grade

AAA

BBB

Total

521 $ 2,113 $

1,684
5,594
7,799
(5,025)

5,383
16,063
23,559
(20,582)

$ 2,774 $ 2,977 $

10,516 $
9,057
21,060
40,633
(31,956)

9,962 $ 23,112
26,627
10,503
58,354
15,637
108,093
36,102
(83,531)
(25,968)
8,677 $ 10,134 $ 24,562

$ 1,017 $ 4,926 $

1,150
13,777
15,944
(13,535)

3,071
5,421
13,418
(9,501)

12,481 $
8,298
23,867
44,646
(36,005)

$ 2,409 $ 3,917 $

8,641 $

9,244 $ 27,668
21,746
9,227
64,670
21,605
114,084
40,076
(89,244)
(30,203)
9,873 $ 24,840

Non-Investment-Grade / Unrated

BB or lower

Unrated

Total

8,245 $
8,150
4,232
20,627
(8,436)
12,191 $

567 $ 8,812
8,355
205
4,342
110
21,509
882
(59)
(8,495)
823 $ 13,014

10,446 $
9,210
6,320
25,976
(10,683)
15,293 $

757 $ 11,203
9,515
305
6,590
270
27,308
1,332
(10,756)
(73)
1,259 $ 16,552

lending
are

positions,
risk-managed as

above. Other
trading positions,

Lending Activities. We manage our lending activities using
the credit risk process, measures, limits and risk mitigants
including
described
secondary
a
component of market risk. In the fourth quarter of 2022, we
changed the classification of our lending portfolio to better
reflect the nature of the underlying collateral. Loans and
lending commitments types in the table below include the
addition of securities-based and other collateralized, as well
as the removal of wealth management. This also resulted in
reclassifications of certain loans and lending commitments in
corporate and other to other collateralized. Prior periods
have been conformed to the current presentation.

table

The
commitments.

below presents

our

loans

and

lending

$ in millions
As of December 2022
Corporate
Commercial real estate
Residential real estate
Securities-based
Other collateralized
Consumer:

Installment
Credit cards

Other
Total

Allowance for loan losses

As of December 2021

Corporate
Commercial real estate
Residential real estate
Securities-based
Other collateralized
Consumer:

Installment
Credit cards

Other
Total

Loans

Lending
Commitments

Total

40,135 $
28,879
23,035
16,671
51,702

139,718 $ 179,853
33,150
26,227
17,179
66,109

4,271
3,192
508
14,407

6,326
15,820
2,261

$ 184,829 $

1,882
62,216
944

8,208
78,036
3,205
227,138 $ 411,967

(5,543) $

(774) $

(6,317)

37,643 $
29,000
24,674
16,652
38,263

3,672
8,212
4,019

$ 162,135 $

146,694 $ 184,337
35,736
28,705
17,106
55,516

6,736
4,031
454
17,253

9
35,932
443

3,681
44,144
4,462
211,552 $ 373,687

Allowance for loan losses

(3,573) $

(776) $

(4,349)

In the table above,
lending commitments excluded $4.85
billion as of December 2022 and $4.14 billion as of December
2021 relating to issued letters of credit which are classified as
guarantees in our consolidated financial statements. See Note
18 to the consolidated financial statements for further
information about guarantees.

See Note 9 to the consolidated financial statements for
information about net
charge-offs on wholesale and
consumer loans, as well as past due and nonaccrual loans
accounted for at amortized cost.

Goldman Sachs 2022 Form 10-K

109

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

Corporate. Corporate loans and lending commitments
include term loans, revolving lines of credit, letter of credit
facilities and bridge loans, and are principally used for
operating and general corporate purposes, or in connection
with acquisitions. Corporate loans are secured (typically by a
senior lien on the assets of the borrower) or unsecured,
depending on the loan purpose, the risk profile of the
borrower and other factors.

The table below presents our credit exposure from corporate
loans and lending commitments, and the concentration by
industry, region, internally determined public rating agency
equivalents and other credit metrics.

$ in millions
As of December 2022
p
Corporate

Industry
Consumer & Retail
Diversified Industrials
Financial Institutions
Funds
Healthcare
Natural Resources & Utilities
Real Estate
Technology, Media & Telecommunications
Other (including Special Purpose Vehicles)
Total

Region
Americas
EMEA
Asia
Total

Credit Quality (Credit Rating Equivalent)
AAA
AA
A
BBB
BB or lower
Total

As of December 2021
p
Corporate

Region
Americas
EMEA
Asia
Total

Credit Quality (Credit Rating Equivalent)
AAA
AA
A
BBB
BB or lower
Total

110 Goldman Sachs 2022 Form 10-K

Lending
Commitments

Loans

Total

$40,135

$139,718 $179,853

10%
18%
7%
3%
10%
9%
11%
26%
6%
100%

57%
34%
9%
100%

–
1%
5%
19%
75%
100%

13%
18%
8%
4%
12%
18%
5%
20%
2%
100%

77%
21%
2%
100%

2%
5%
21%
38%
34%
100%

12%
18%
8%
4%
12%
16%
7%
21%
2%
100%

73%
24%
3%
100%

1%
4%
18%
34%
43%
100%

$37,643

$146,694 $184,337

11%
17%
7%
2%
10%
13%
10%
24%
6%
100%

52%
38%
10%
100%

–
1%
6%
15%
78%
100%

14%
17%
7%
3%
10%
17%
5%
25%
2%

13%
17%
7%
3%
10%
16%
6%
25%
3%
100% 100%

76%
21%
3%

71%
25%
4%
100% 100%

1%
5%
17%
37%
40%

1%
4%
14%
33%
48%
100% 100%

Commercial Real Estate. Commercial real estate includes
originated loans and lending commitments that are directly
or indirectly secured by hotels, retail stores, multifamily
housing complexes and commercial and industrial properties.
Commercial real estate also includes loans and lending
commitments extended to clients who warehouse assets that
are directly or indirectly backed by commercial real estate. In
addition, commercial real estate includes loans purchased by
us.

table below presents our

The
from
commercial real estate loans and lending commitments, and
the concentration by region,
internally determined public
rating agency equivalents and other credit metrics.

exposure

credit

$ in millions
As of December 2022
Commercial Real Estate

Lending
Commitments

Loans

Total

$28,879

$4,271

$33,150

Region
Americas
EMEA
Asia
Total

79%
16%
5%
100%

Credit Quality (Credit Rating Equivalent)
Investment-grade
Non-investment-grade
Unrated
Total

18%
82%
–
100%

74%
17%
9%
100%

27%
72%
1%
100%

78%
16%
6%
100%

19%
80%
1%
100%

As of December 2021
Commercial Real Estate

$29,000

$6,736

$35,736

Region
Americas
EMEA
Asia
Total

82%
13%
5%
100%

Credit Quality (Credit Rating Equivalent)
Investment-grade
Non-investment-grade
Unrated
Total

22%
77%
1%
100%

78%
10%
12%
100%

20%
80%
–
100%

81%
13%
6%
100%

21%
78%
1%
100%

In the table above, credit exposure includes loans and lending
commitments of $10.28 billion as of December 2022 and
$11.65 billion as of December 2021 which are extended to
clients who warehouse assets that are directly or indirectly
backed by commercial real estate.

In addition, we also have credit exposure to commercial real
estate loans held for securitization of $119 million as of
December 2022 and $922 million as of December 2021. Such
loans are included in trading assets in our consolidated
balance sheets.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

Residential Real Estate. Residential real estate loans and
lending commitments are primarily extended to wealth
management clients and to clients who warehouse assets that
are directly or indirectly secured by residential real estate. In
addition, residential real estate includes loans purchased by
us.

estate

The table below presents our credit exposure from residential
real
loans and lending commitments, and the
concentration by region, internally determined public rating
agency equivalents and other credit metrics.

$ in millions
As of December 2022
Residential Real Estate

Loans

Lending
Commitments

Total

$23,035

$3,192

$26,227

Region
Americas
EMEA
Asia
Total

96%
3%
1%
100%

Credit Quality (Credit Rating Equivalent)
Investment-grade
Non-investment-grade
Other metrics
Total

16%
61%
23%
100%

93%
7%
–
100%

8%
91%
1%
100%

95%
4%
1%
100%

15%
64%
21%
100%

As of December 2021
Residential Real Estate

$24,674

$4,031

$28,705

Region
Americas
EMEA
Asia
Total

96%
2%
2%
100%

Credit Quality (Credit Rating Equivalent)
Investment-grade
Non-investment-grade
Other metrics
Unrated
Total

13%
65%
21%
1%
100%

In the table above:

82%
16%
2%
100%

21%
70%
9%
–
100%

94%
4%
2%
100%

14%
66%
19%
1%
100%

• Credit exposure includes loans and lending commitments
of $14.62 billion as of December 2022 and $16.89 billion as
of December 2021 which are extended to clients who
warehouse assets that are directly or indirectly secured by
residential real estate.

In addition, we also have credit exposure to residential real
estate loans held for securitization of $8.07 billion as of
December 2022 and $11.57 billion as of December 2021. Such
loans are included in trading assets in our consolidated
balance sheets.

Securities-based includes

loans and
Securities-Based.
lending commitments that are secured by stocks, bonds,
mutual funds, and exchange-traded funds. These loans and
extended to our wealth
commitments
management clients and used for purposes other than
purchasing, carrying or trading margin stocks. Securities-
based loans require borrowers to post additional collateral
based on changes in the underlying collateral's fair value.

are primarily

The table below presents our credit exposure from securities-
based loans and lending commitments, and the concentration
by region,
internally determined public rating agency
equivalents and other credit metrics.

$ in millions
As of December 2022
Securities-based

Region
Americas
EMEA
Asia
Total

Lending
Commitments

Loans

Total

$16,671

$508

$17,179

83%
15%
2%
100%

98%
2%
–
100%

18%
2%
80%
100%

83%
15%
2%
100%

76%
4%
20%
100%

Credit Quality (Credit Rating Equivalent)
Investment-grade
Non-investment-grade
Other metrics
Total

77%
5%
18%
100%

As of December 2021
Securities-based

$16,652

$454

$17,106

Region
Americas
EMEA
Asia
Total

77%
16%
7%
100%

Credit Quality (Credit Rating Equivalent)
Investment-grade
Non-investment-grade
Other metrics
Total

83%
3%
14%
100%

100%
–
–
100%

46%
–
54%
100%

78%
15%
7%
100%

82%
3%
15%
100%

• Other metrics category consists of loans where we use
other key metrics to assess the borrower's credit quality,
such as loan-to-value ratio, delinquency status, collateral
value, expected cash flows and other risk factors.

In the table above, other metrics category consists of loans
where we use other key metrics to assess the borrower's credit
loan-to-value ratio and
quality, such as collateral value,
delinquency status.

Goldman Sachs 2022 Form 10-K

111

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

Other Collateralized. Other collateralized includes loans
and lending commitments
that are backed by specific
collateral (other than securities and real estate). Such loans
and lending commitments are extended to clients who
warehouse assets that are directly or indirectly secured by
corporate loans, consumer loans and other assets. Other
collateralized also includes loans and lending commitments
to investment funds (managed by third parties) that are
collateralized by capital commitments of the funds' investors
or assets held by the fund, as well as other secured loans and
lending commitments extended to our wealth management
clients.

The table below presents our credit exposure from other
collateralized loans and lending commitments, and the
concentration by region, internally determined public rating
agency equivalents and other credit metrics.

$ in millions
As of December 2022
Other Collateralized

Region
Americas
EMEA
Asia
Total

Loans

Lending
Commitments

Total

$51,702

$14,407

$66,109

86%
12%
2%
100%

93%
7%
–
100%

66%
31%
–
3%
100%

87%
11%
2%
100%

65%
34%
–
1%
100%

Credit Quality (Credit Rating Equivalent)
Investment-grade
Non-investment-grade
Other metrics
Unrated
Total

64%
35%
1%
–
100%

As of December 2021
Other Collateralized

$38,263

$17,253

$55,516

Region
Americas
EMEA
Asia
Total

74%
23%
3%
100%

Credit Quality (Credit Rating Equivalent)
Investment-grade
Non-investment-grade
Other metrics
Unrated
Total

58%
41%
1%
–
100%

92%
7%
1%
100%

69%
30%
–
1%
100%

79%
18%
3%
100%

62%
38%
–
–
100%

In the table above, credit exposure included loans and
lending commitments extended to clients who warehouse
assets of $16.89 billion as of December 2022 and $13.73
billion as of December 2021.

112 Goldman Sachs 2022 Form 10-K

Installment and Credit Cards. We originate unsecured
installment loans (including point-of-sale loans that we began
to originate through the GreenSky platform in the third
quarter of 2022) and credit card loans (pursuant to revolving
lines of credit) to consumers in the Americas. The credit card
lines are cancellable by us and therefore do not result in
credit exposure.

The tables below present our credit exposure from originated
and the
installment
concentration by the five most concentrated U.S. states.

card funded loans,

and credit

$ in millions
As of December 2022
Loans, gross

California
Texas
Florida
New York
Illinois
Other
Total

As of December 2021
Loans, gross

California
Texas
Florida
New York
Illinois
Other
Total

$ in millions
As of December 2022
Loans, gross

California
Texas
New York
Florida
Illinois
Other
Total

As of December 2021
Loans, gross

California
Texas
New York
Florida
New Jersey
Other
Total

Installment

$6,326

10%
9%
7%
6%
4%
64%
100%

$3,672

11%
9%
7%
7%
4%
62%
100%

Credit Cards

$15,820

16%
9%
8%
8%
4%
55%
100%

$8,212

18%
9%
8%
8%
4%
53%
100%

In addition, we had credit exposure of $1.88 billion as of
December 2022 and $9 million as of December 2021 related
to our commitments to provide unsecured installment loans
to consumers.

See Note 9 to the consolidated financial statements for
further information about the credit quality indicators of
installment and credit card loans.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

Other. Other includes unsecured loans extended to wealth
management clients and unsecured consumer and credit card
loans purchased by us.

The table below presents our credit exposure from other
loans and lending commitments, and the concentration by
region,
agency
equivalents and other credit metrics.

determined

internally

public

rating

Lending
Commitments

Loans

Total

$2,261

$944

$3,205

Credit Quality (Credit Rating Equivalent)

$ in millions
As of December 2022
Other

Region

Americas
EMEA
Total

Investment-grade
Non-investment-grade
Other metrics
Total

As of December 2021

Other

Region

Americas
EMEA
Total

$4,019

$443

$4,462

89%
11%
100%

47%
26%
27%
100%

89%
11%
100%

99%
1%
100%

93%
7%
–
100%

92%
8%
100%

60%
21%
19%
100%

100%
–
100%

78%
14%
–
8%
100%

90%
10%
100%

29%
22%
46%
3%
100%

Credit Quality (Credit Rating Equivalent)

Investment-grade
Non-investment-grade
Other metrics
Unrated
Total

24%
23%
51%
2%
100%

In the table above, other metrics primarily includes consumer
and credit card loans purchased by us. Our risk assessment
process for such loans includes reviewing certain key metrics,
such as expected cash flows, delinquency status and other
risk factors.

In addition, we also have credit exposure to other loans held
for securitization of $1.76 billion as of December 2022 and
$467 million as of December 2021. Such loans are included in
trading assets in our consolidated balance sheets.

Credit Hedges. To mitigate the credit risk associated with
our lending activities, we obtain credit protection on certain
loans and lending commitments through credit default swaps,
both single-name and index-based contracts, and through the
issuance of credit-linked notes.

enter

to cover

into
Securities Financing Transactions. We
securities financing transactions in order to, among other
things, facilitate client activities, invest excess cash, acquire
securities
short positions and finance certain
activities. We bear credit risk related to resale agreements
and securities borrowed only to the extent
that cash
advanced or the value of securities pledged or delivered to the
counterparty exceeds the value of the collateral received. We
also have credit exposure on repurchase agreements and
securities loaned to the extent that the value of securities
pledged or delivered to the
these
counterparty
transactions exceeds
the amount of cash or collateral
received. Securities collateral for these transactions primarily
and agency
includes U.S.
obligations.

and non-U.S.

government

for

The table below presents our credit exposure from securities
financing transactions and the concentration by industry,
region and internally determined public rating agency
equivalents.

$ in millions
Securities Financing Transactions

Industry
Financial Institutions
Funds
Municipalities & Nonprofit
Sovereign
Other (including Special Purpose Vehicles)
Total

Region
Americas
EMEA
Asia
Total

Credit Quality (Credit Rating Equivalent)
AAA
AA
A
BBB
BB or lower
Total

As of December

2022
$34,762

2021
$34,505

43%
23%
5%
28%
1%
100%

47%
34%
19%
100%

20%
31%
31%
8%
10%
100%

34%
23%
5%
35%
3%
100%

36%
44%
20%
100%

19%
28%
33%
9%
11%
100%

The table above reflects both netting agreements and
collateral that we consider when determining credit risk.

Goldman Sachs 2022 Form 10-K

113

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

Other Credit Exposures. We are exposed to credit risk
from our receivables from brokers, dealers and clearing
organizations and customers and counterparties. Receivables
from brokers, dealers and clearing organizations primarily
consist of initial margin placed with clearing organizations
and receivables related to sales of securities which have
traded, but not yet settled. These receivables generally have
minimal credit risk due to the low probability of clearing
organization default and the short-term nature of receivables
related to securities settlements. Receivables from customers
and counterparties
collateralized
receivables related to customer securities transactions and
generally have minimal credit risk due to both the value of
the collateral received and the short-term nature of these
receivables.

consist of

generally

The table below presents our other credit exposures and the
concentration by industry, region and internally determined
public rating agency equivalents.

$ in millions
Other Credit Exposures

Industry
Financial Institutions
Funds
Other (including Special Purpose Vehicles)
Total

Region
Americas
EMEA
Asia
Total

Credit Quality (Credit Rating Equivalent)
AAA
AA
A
BBB
BB or lower
Unrated
Total

As of December

2022
$48,916

2021
$61,187

80%
12%
8%
100%

41%
49%
10%
100%

7%
32%
33%
10%
16%
2%
100%

86%
9%
5%
100%

50%
43%
7%
100%

4%
47%
29%
6%
13%
1%
100%

The table above reflects collateral that we consider when
determining credit risk.

Selected Exposures
We have credit and market exposures, as described below,
that have had heightened focus given recent events and broad
market concerns. Credit exposure represents the potential for
loss due to the default or deterioration in credit quality of a
counterparty or borrower. Market exposure represents the
potential for loss in value of our long and short positions due
to changes in market prices.

114 Goldman Sachs 2022 Form 10-K

Country Exposures. The Russian invasion of Ukraine
continues to negatively affect the global economy and has
resulted in significant disruptions in financial markets and
increased macroeconomic uncertainty. Governments around
the world have responded to Russia’s invasion by imposing
economic sanctions and export controls on specific industry
sectors, companies and individuals in Russia. Retaliatory
restrictions against investors, non-Russian owned businesses
and other sovereign states have been implemented by Russia.
Businesses in the U.S. and globally continue to experience
shortages in materials and increased costs for transportation,
energy and raw materials due, in part, to the negative effects
of
the war on the global economy. The escalation or
continuation of the war between Russia and Ukraine presents
heightened risks relating to cyber attacks, limited ability to
settle securities transactions, third-party and agent bank
dependencies, supply chain disruptions, and inflation, as well
for increased volatility in commodity,
as the potential
currency and other financial markets. Complying with
economic sanctions and restrictions imposed by governments
has resulted in increased operational risk. The extent and
sanctions and resulting market
duration of
disruptions, as well as the potential adverse consequences for
our business, liquidity and results of operations, are difficult
to predict.

the war,

Our senior management, risk committees and the Board
receive regular briefings from our independent risk oversight
and control functions, including our chief risk officer, on
Russian and Ukrainian exposures, as well as other relevant
risk metrics. We have significantly reduced our exposure to
Russia and Ukraine and have curtailed our operations in
Russia to those necessary to meet our legal and regulatory
obligations. The overall direct financial impact to our net
revenues
and Ukrainian
counterparties, borrowers, issuers and related instruments
was not material. We have established a firmwide working
group to identify and assess the operational risk associated
with complying with economic sanctions and restrictions as a
result of this invasion. In addition, to mitigate the risk of
increased cyber attacks, we liaise with government agencies
in order to update our monitoring processes with the latest
information.

from Russian

2022

for

total

credit

exposure

Our
to Russian or Ukrainian
counterparties or borrowers and our total market exposure
relating to Russian or Ukrainian issuers was not material as
of December 2022.

In addition, economic and/or political uncertainties
in
Argentina, Ethiopia, Ghana, Lebanon, Pakistan, Sri Lanka
and Venezuela have led to concerns about their financial
stability. Our credit exposure to counterparties or borrowers
and our market exposure to issuers relating to each of these
countries was not material as of December 2022.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

We have a comprehensive framework to monitor, measure
and assess our country exposures and to determine our risk
appetite. We determine the country of risk by the location of
the counterparty, issuer’s assets, where they generate revenue,
the country in which they are headquartered, the jurisdiction
where a claim against them could be enforced, and/or the
government whose policies affect their ability to repay their
obligations. We monitor our credit exposure to a specific
country both at the individual counterparty level, as well as
at
the aggregate country level. See “Stress Tests” for
information about stress tests that are designed to estimate
the direct and indirect impact of events involving the above
countries.

Operational Risk Management

Overview
Operational risk is the risk of an adverse outcome resulting
from inadequate or failed internal processes, people, systems
or from external events. Our exposure to operational risk
arises
as
processing
extraordinary incidents, such as major systems failures or
legal and regulatory matters.

from routine

as well

errors,

Potential types of loss events related to internal and external
operational risk include:

• Execution, delivery and process management;

• Business disruption and system failures;

• Employment practices and workplace safety;

• Clients, products and business practices;

• Damage to physical assets;

• Internal fraud; and

• External fraud.

Operational Risk, which is independent of our revenue-
producing units and reports to our chief risk officer, has
primary responsibility for developing and implementing a
and
formalized framework for
managing operational risk with the goal of maintaining our
exposure to operational risk at levels that are within our risk
appetite.

assessing, monitoring

Operational Risk Management Process
Our process for managing operational risk includes the
critical components of our risk management framework
described in the
“Overview and Structure of Risk
Management,” including a comprehensive data collection
process, as well as firmwide policies and procedures, for
operational risk events.

We combine top-down and bottom-up approaches to manage
and measure operational risk. From a top-down perspective,
our senior management assesses firmwide and business-level
operational risk profiles. From a bottom-up perspective, our
first and second lines of defense are responsible for risk
identification and risk management on a day-to-day basis,
including escalating operational risks and risk events to
senior management.

a well-controlled

We maintain a comprehensive control framework designed to
to minimize
provide
operational risks. The Firmwide Operational Risk and
Resilience Committee
overseeing
operational risk, and for ensuring operational resilience of
our business.

environment

responsible

for

Our operational risk management framework is designed to
comply with the operational risk measurement rules under
the Capital Framework and has evolved based on the
changing needs of our businesses and regulatory guidance.

We have established policies that require all employees and
consultants to report and escalate operational risk events.
When operational risk events are identified, our policies
require that the events be documented and analyzed to
determine whether changes are required in our systems and/
or processes to further mitigate the risk of future events.

We use operational risk management applications to capture,
analyze, aggregate and report operational risk event data and
key metrics. One of our key risk identification and control
assessment tools is an operational risk and control self-
assessment process, which is performed by our managers.
This process consists of the identification and rating of
operational risks, on a forward-looking basis, and the related
controls. The results from this process are analyzed to
evaluate operational risk exposures and identify businesses,
activities or products with heightened levels of operational
risk.

Goldman Sachs 2022 Form 10-K

115

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

Risk Measurement
We measure our operational risk exposure using both
statistical modeling and scenario analyses, which involve
qualitative and quantitative assessments of
internal and
external operational risk event data and internal control
factors
risk
measurement also incorporates an assessment of business
environment factors, including:

each of our businesses. Operational

for

• Evaluations of the complexity of our business activities;

• The degree of automation in our processes;

• New activity information;

• The legal and regulatory environment; and

• Changes in the markets for our products and services,
including the diversity and sophistication of our customers
and counterparties.

The results from these scenario analyses are used to monitor
changes in operational risk and to determine business lines
that may have heightened exposure to operational risk. These
analyses are used in the determination of the appropriate
level of operational risk capital to hold. We also perform
firmwide stress tests. See “Overview and Structure of Risk
Management” for information about firmwide stress tests.

reliance

Types of Operational Risks
Increased
third-party
relationships has resulted in increased operational risks, such
as information and cybersecurity risk, third-party risk and
business resilience risk. We manage those risks as follows:

technology

and

the

risk of

compromising

Information and Cybersecurity Risk. Information and
cybersecurity
the
risk is
integrity or availability of our data and
confidentiality,
systems, leading to an adverse impact to us, our reputation,
our clients and/or the broader financial system. We seek to
minimize the occurrence and impact of unauthorized access,
disruption or use of information and/or information systems.
We deploy and operate preventive and detective controls and
processes to mitigate emerging and evolving information
security and cybersecurity threats, including monitoring our
network for known vulnerabilities and signs of unauthorized
attempts to access our data and systems. There is increased
information risk through diversification of our data across
external service providers, including use of a variety of cloud-
provided or -hosted services and applications. See “Risk
Factors” in Part I, Item 1A of this Form 10-K for further
information about information and cybersecurity risk.

116 Goldman Sachs 2022 Form 10-K

legal,

include

information

Third-Party Risk. Third-party risk, including vendor risk, is
the risk of an adverse impact due to reliance on third parties
performing services or activities on our behalf. These risks
security,
may
regulatory,
in
reputational, operational or any other risks inherent
engaging a third party. We identify, manage and report key
third-party risks and conduct due diligence across multiple
risk
and
chain
cybersecurity,
dependencies. The Third-Party Risk Program monitors,
reviews and reassesses third-party risks on an ongoing basis.
See “Risk Factors” in Part I, Item 1A of this Form 10-K for
further information about third-party risk.

information
and additional

security
supply

including

resilience

domains,

Business Resilience Risk. Business resilience risk is the risk
of disruption to our critical processes. We monitor threats
and assess risks and seek to ensure our state of readiness in
the event of a significant operational disruption to the normal
operations of our critical functions or their dependencies,
such as critical facilities, systems, third parties, data and/or
personnel. Our resilience framework defines the fundamental
principles for BCP and crisis management to ensure that
critical functions can continue to operate in the event of a
disruption.
program is
comprehensive, consistent on a firmwide basis, and up-to-
including updated
date,
resilience capabilities as and when they become available.
Our resilience assurance program encompasses testing of
response and recovery strategies on a regular basis with the
significant
objective
operational disruptions. See “Business — Business Continuity
and Information Security” in Part I, Item 1 of this Form 10-K
for further information about business continuity.

incorporating new information,

of minimizing

preventing

continuity

business

The

and

Model Risk Management

Overview
Model risk is the potential for adverse consequences from
decisions made based on model outputs that may be incorrect
or used inappropriately. We rely on quantitative models
across our business activities primarily to value certain
financial assets and liabilities, to monitor and manage our
risk, and to measure and monitor our regulatory capital.

Model Risk, which is independent of our revenue-producing
units, model developers, model owners and model users, and
reports to our chief risk officer, has primary responsibility for
assessing, monitoring and managing our model risk through
firmwide oversight across our global businesses, and provides
periodic updates to senior management, risk committees and
the Risk Committee of the Board.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

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
sound model development practices,
and classification,
independent review and model-specific usage controls. The
Firmwide Model Risk Control Committee oversees our
model risk management framework.

Model Review and Validation Process
Model Risk consists of quantitative professionals who
perform an independent review, validation and approval of
our models. This review includes an analysis of the model
documentation, independent testing, an assessment of the
appropriateness of the methodology used, and verification of
compliance with model development and implementation
standards.

We regularly refine and enhance our models to reflect
changes in market or economic conditions and our business
mix. All models are reviewed on an annual basis, and new
models or significant changes to existing models and their
assumptions are approved prior to implementation.

The model validation process incorporates a review of
models and trade and risk parameters across a broad range of
scenarios (including extreme conditions) in order to critically
evaluate and verify:

• The model’s

conceptual

the
reasonableness of model assumptions, and suitability for
intended use;

soundness,

including

• 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
and
Risk Management,”
“Operational Risk Management” for further information
about our use of models within these areas.

“Credit Risk Management”

Other Risk Management

In addition to the areas of risks discussed above, we also
manage other risks, including capital, climate, compliance
and conflicts. These areas of risks are discussed below.

Capital Risk Management
Capital risk is the risk that our capital is insufficient to
support our business activities under normal and stressed
market conditions or we face capital reductions or RWA
increases, including from new or revised rules or changes in
interpretations of existing rules, and are therefore unable to
targets or external regulatory
meet our internal capital
critical
requirements. Capital adequacy is of
capital
in place a
to us. Accordingly, we have
importance
comprehensive capital management policy that provides a
framework, defines objectives and establishes guidelines to
maintain an appropriate level and composition of capital in
both business-as-usual and stressed conditions. Our capital
management framework is designed to provide us with the
information needed to identify and comprehensively manage
risk, and develop and apply projected stress scenarios that
capture idiosyncratic vulnerabilities with a goal of holding
sufficient capital to remain adequately capitalized even after
experiencing a severe stress event. See “Capital Management
and Regulatory Capital” for further information about our
capital management process.

the Board approves our

We have established a comprehensive governance structure to
manage and oversee our day-to-day capital management
activities and to ensure compliance with capital rules and
related policies. Our capital management activities are
overseen by the Board and its committees. The Board is
responsible for approving our annual capital plan and the
Risk Committee of
capital
management policy, which details the risk committees and
members of senior management who are responsible for the
ongoing monitoring of our capital adequacy and evaluation
of current and future regulatory capital requirements, the
review of the results of our capital planning and stress tests
processes, and the results of our capital models. In addition,
our risk committees and senior management are responsible
for the review of our contingency capital plan, key capital
adequacy metrics, including regulatory capital ratios, and
capital plan metrics, such as the payout ratio, as well as
monitoring capital targets and potential breaches of capital
requirements.

regulatory

for managing capital

risk also includes
Our process
independent review by Risk that, among other things,
assesses
related
interpretations, escalates certain interpretations to senior
management and/or the appropriate risk committee, and
performs calculation testing to corroborate alignment with
applicable capital rules.

policies

capital

and

Climate Risk Management
We categorize climate risk into physical risk and transition
risk. Physical risk is the risk that asset values may decline or
operations may be disrupted as a result of changes in the
climate, while transition risk is the risk that asset values may
decline because of changes in climate policies or changes in
the underlying economy due to decarbonization.

Goldman Sachs 2022 Form 10-K

117

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
identifying potential
conflicts, as well as complying with our policies and
procedures, is shared by all of our employees.

responsibility for

risk. Our

We have a multilayered approach to resolving conflicts and
senior management
addressing reputational
in
oversees policies related to conflicts resolution and,
and
conjunction with Conflicts Resolution,
Compliance, and internal committees, formulates policies,
standards and principles, and assists in making judgments
regarding the appropriate resolution of particular conflicts.
Resolving potential conflicts necessarily depends on the facts
and circumstances of a particular
situation and the
application of experienced and informed judgment.

Legal

As a general matter, Conflicts Resolution reviews financing
and advisory assignments in Global Banking & Markets and
certain of our investing,
lending and other activities. In
addition, we have various transaction oversight committees,
such as the Firmwide Capital, Commitments and Suitability
Committees and other committees that also review new
underwritings, loans, investments and structured products.
These groups and committees work with internal and
external counsel and Compliance to evaluate and address any
conflicts. The head of Conflicts
actual or potential
Resolution reports to our chief legal officer, who reports to
our chief executive officer.

We regularly assess our policies and procedures that address
conflicts of interest in an effort to conduct our business in
accordance with the highest ethical
standards and in
compliance with all applicable laws, rules and regulations.

further

information about our
“Overview and

risk management
For
processes,
of Risk
Management” and “Risk Factors” in Part I, Item 1A of this
Form 10-K.

Structure

see

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis

financial

the Board oversees

institution, climate-related risks
As a global
manifest in different ways across our businesses and we have
continued to make significant enhancements to our climate
including steps to further
framework,
risk management
risk management
into our broader
climate
integrate
processes. We have integrated oversight of climate-related
risks into our risk management governance structure, from
senior management
to our Board and its committees,
including the Risk and Public Responsibilities Committees.
The Risk Committee of
firmwide
financial and nonfinancial risks, which include climate risk,
and, as part of its oversight, receives updates on our risk
management approach to climate
including our
approaches towards scenario analysis and integration into
existing
Public
Responsibilities Committee of the Board assists the Board in
its oversight of our firmwide sustainability strategy and
sustainability issues affecting us, including with respect to
climate change. As part of
the Public
Responsibilities Committee receives periodic updates on our
sustainability strategy, and also periodically reviews our
for
policies
governance
sustainability and climate
change-related risks. Senior
management within Risk is responsible for the development
of our climate risk program.

risk management

its oversight,

processes.

processes

risk,

The

and

We have begun incorporating climate risk into our credit
evaluation and underwriting processes for select industries.
Climate risk factors are now evaluated as part of transaction
due diligence for select loan commitments.

See “Business — Sustainability” in Part I, Item 1 and “Risk
Factors” in Part I, Item 1A of this Form 10-K for information
about our sustainability initiatives, including in relation to
climate transition.

Compliance Risk Management
Compliance risk is the risk of legal or regulatory sanctions,
material financial loss or damage to our reputation arising
from our failure to comply with the requirements of
applicable laws, rules and regulations, and our internal
policies and procedures. Compliance risk is inherent in all
activities through which we conduct our businesses. Our
Compliance Risk Management Program, administered by
Compliance, assesses our
regulatory and
reputational risk; monitors for compliance with new or
amended laws, rules and regulations; designs and implements
conducts
controls, policies, procedures
independent testing; investigates, surveils and monitors for
compliance risks and breaches; and leads our responses to
regulatory examinations, audits and inquiries. We monitor
and review business practices to assess whether they meet or
exceed minimum regulatory and legal standards in all
markets and jurisdictions in which we conduct business.

and training;

compliance,

118 Goldman Sachs 2022 Form 10-K

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 reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use or
disposition of the firm’s assets that could have a material
effect on our financial statements.

has

been

2022

The firm’s internal control over financial reporting as of
by
December
31,
PricewaterhouseCoopers LLP
an
independent registered public accounting firm, as stated in
their report appearing on pages 120 to 122, which expresses
an unqualified opinion on the effectiveness of the firm’s
internal control over financial reporting as of December 31,
2022.

(PCAOB ID 238),

audited

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

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.

Item 8. Financial Statements and
Supplementary Data

Management’s Report on Internal Control
over Financial Reporting

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
reporting is a process designed under 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, 2022, management conducted an
assessment of
the firm’s internal control over financial
reporting based on the framework established in Internal
issued by the
Control – Integrated Framework (2013)
Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Based on this assessment, management
has determined that the firm’s internal control over financial
reporting as of December 31, 2022 was effective.

Goldman Sachs 2022 Form 10-K

119

Basis for Opinions

for

the

included

reporting,

responsible

reporting, and for

the effectiveness of
in

The Company’s management
these
consolidated financial statements, for maintaining effective
internal control over
its
financial
internal control over
assessment of
financial
accompanying
Management’s Report on Internal Control over Financial
Reporting. 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

consolidated financial

Our audits of the consolidated financial statements included
the risks of material
performing procedures
to assess
misstatement of
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.

Report of Independent Registered Public
Accounting Firm

To the Board of Directors and Shareholders of The Goldman
Sachs Group, Inc.:

Opinions on the Financial Statements and Internal Control
over Financial Reporting

earnings,

statements

consolidated

We have audited the accompanying consolidated balance
sheets of The Goldman Sachs Group, Inc. and its subsidiaries
(the Company) as of December 31, 2022 and 2021, and the
of
related
comprehensive income, of changes in shareholders’ equity
and of cash flows for each of the three years in the period
including the related notes
ended December 31, 2022,
(collectively referred to as
the “consolidated financial
statements”). We also have audited the Company’s internal
control over financial reporting as of December 31, 2022,
based on criteria established in Internal Control – Integrated
Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).

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, 2022 and 2021,
and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 2022 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,
2022, based on criteria established in Internal Control –
Integrated Framework (2013) issued by the COSO.

Change in Accounting Principle

As discussed in Note 9 to the consolidated financial
statements, the Company changed the manner in which it
accounts for credit losses on certain financial instruments in
2020.

120 Goldman Sachs 2022 Form 10-K

Report of Independent Registered Public
Accounting Firm

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
company; (ii) provide reasonable assurance that transactions
are recorded as necessary 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
timely
reasonable
detection of unauthorized acquisition, use, or disposition of
the company’s assets that could have a material effect on the
financial statements.

regarding prevention or

the assets of

assurance

internal control over
Because of its inherent limitations,
financial reporting may not prevent or detect 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.

Critical Audit Matters

statements

The critical audit matters communicated below are matters
arising from the current period audit of the consolidated
financial statements that were communicated or required to
be communicated to the audit committee and that (i) relate to
accounts or disclosures that are material to the consolidated
especially
financial
challenging,
judgments. The
communication of critical audit matters does not alter in any
way our opinion on the consolidated financial statements,
taken as a whole, and we are not, by communicating the
critical audit matters below, providing separate opinions on
the critical audit matters or on the accounts or disclosures to
which they relate.

and (ii)
or

involved our

subjective,

complex

Valuation of Certain Level 3 Financial Instruments

As described in Notes 4 and 5 to the consolidated financial
statements, as of December 31, 2022, the Company carries
financial
instruments at fair value, which includes $26.0
billion of financial assets and $22.8 billion of financial
liabilities classified in Level 3 of the fair value hierarchy, as
one or more inputs to the financial instrument’s valuation
technique are significant and unobservable. Significant
unobservable inputs used by management to value certain of
instruments included (i) industry
these Level 3 financial
multiples and public comparables, (ii) credit spreads or (iii)
correlation.

The principal considerations for our determination that
performing procedures relating to the valuation of these
certain Level 3 financial instruments is a critical audit matter
are (i) the significant judgment by management in valuing the
financial instruments, which in turn led to a high degree of
in performing
auditor judgment, subjectivity, and effort
procedures and evaluating audit evidence related to the
aforementioned significant unobservable inputs used in the
valuation of certain Level 3 financial instruments, and (ii) the
audit effort involved the use of professionals with specialized
skill and knowledge.

the methods

fair value or

controls over

Addressing the matter involved performing procedures and
evaluating audit evidence in connection with forming our
overall opinion on the consolidated financial statements.
These procedures
included testing the effectiveness of
controls relating to the valuation of financial instruments,
including
and significant
unobservable inputs used in the valuation of certain Level 3
instruments. These procedures also included,
financial
among others, for a sample of financial instruments, the
involvement of professionals with specialized skill and
knowledge to assist in (i) developing an independent estimate
to
of
determine the fair value of
instruments.
Developing the independent estimate involved (i) testing the
completeness and accuracy of data provided by management,
(ii)
significant
unobservable inputs or developing independent significant
unobservable inputs, and (iii) comparing management’s
estimate to the independently developed estimate of fair
value. Testing management’s process included evaluating the
significant
reasonableness
unobservable inputs, evaluating the appropriateness of the
techniques used, and testing the completeness and accuracy
of data used by management to determine the fair value of
these instruments.

testing management’s process

and utilizing management’s

aforementioned

these financial

evaluating

the

(ii)

Goldman Sachs 2022 Form 10-K

121

also

among

included,

Addressing the matter involved performing procedures and
evaluating audit evidence in connection with forming our
overall opinion on the consolidated financial statements.
included testing the effectiveness of
These procedures
controls relating to the Company’s allowance for loan losses
for the wholesale loan portfolio, including controls over the
model, certain data, and significant assumptions. These
testing
procedures
management’s process for estimating the allowance for loan
losses for the wholesale loan portfolio using a modeled
approach, which involved evaluating the appropriateness of
the methodology and testing the completeness and accuracy
of certain data used in estimating the allowance for loan
losses. The procedures also involved the use of professionals
with specialized skill and knowledge to assist in evaluating (i)
the appropriateness of the model and methodology and (ii)
the reasonableness of the internal credit ratings and the
forecasted U.S. unemployment rates used in estimating the
allowance for loan losses for the wholesale loan portfolio.

others,

/s/ PricewaterhouseCoopers LLP

New York, New York
February 23, 2023

We have served as the Company’s auditor since 1922.

Report of Independent Registered Public
Accounting Firm

Allowance for Loan Losses - Wholesale Loan Portfolio

As described in Note 9 to the consolidated financial
statements, the Company’s allowance for loan losses for the
wholesale loan portfolio reflects management’s estimate of
loan losses over the remaining expected life of the loans and
also considers forecasts of future economic conditions. As of
December 31, 2022, $2.6 billion of the allowance for loan
losses and $150.4 billion of the loans accounted for at
amortized cost related to the wholesale loan portfolio. The
allowance for loan losses for the wholesale loan portfolio is
measured on a collective basis for loans that exhibit similar
risk characteristics using a modeled approach and on an
asset-specific basis for loans that do not share similar risk
characteristics.
qualitative
components to reflect the uncertain nature of economic
forecasting, capture uncertainty regarding model inputs, and
account for model imprecision and concentration risk. The
wholesale models determine the probability of default and
loss given default based on various risk factors, including
industry default and loss data,
internal credit
ratings,
the borrower’s
expected life, macroeconomic indicators,
capacity to meet its financial obligations, the borrower’s
country of risk and industry, loan seniority and collateral
type. The most significant inputs to the forecast model for
wholesale loans include forecasted U.S. unemployment rates,
GDP, credit spreads, commercial and industrial delinquency
rates, short- and long-term interest rates, and oil prices.

addition,

includes

The principal considerations for our determination that
performing procedures relating to the allowance for loan
losses for the wholesale loan portfolio is a critical audit
matter are (i) the significant judgment and estimation by
management in the determinations of internal credit ratings
and the forecasted U.S. unemployment rates, which in turn
led to a high degree of auditor judgment, subjectivity, and
effort
in performing procedures and evaluating audit
evidence related to management’s determinations, and (ii) the
audit effort involved the use of professionals with specialized
skill and knowledge.

122 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Earnings

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
Total net revenues

Provision for credit losses

Operating expenses
Compensation and benefits
Transaction based
Market development
Communications and technology
Depreciation and amortization
Occupancy
Professional fees
Other 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

Consolidated Statements of Comprehensive Income

$ 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

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

Year Ended December
2022

2021

2020

$ 7,360 $ 14,136 $ 9,100
6,986
3,539
15,428
4,756
39,809

8,171
3,590
15,357
11,615
52,869

9,005
4,034
18,634
654
39,687

29,024
21,346
7,678
47,365

2,715

15,148
5,312
812
1,808
2,455
1,026
1,887
2,716
31,164

12,120
5,650
6,470
59,339

13,689
8,938
4,751
44,560

357

3,098

17,719
4,710
553
1,573
2,015
981
1,648
2,739
31,938

13,309
4,141
401
1,347
1,902
960
1,306
5,617
28,983

13,486
2,225
11,261
497

12,479
3,020
9,459
544
$ 10,764 $ 21,151 $ 8,915

27,044
5,409
21,635
484

$ 30.42 $ 60.25 $ 24.94
$ 30.06 $ 59.45 $ 24.74

352.1
358.1

350.5
355.8

356.4
360.3

Year Ended December

2022

2020
$ 11,261 $ 21,635 $ 9,459

2021

(47)
1,403
(172)
(2,126)
(942)

(80)
(261)
(26)
417
50
$ 10,319 $ 21,001 $ 9,509

(42)
322
41
(955)
(634)

Goldman Sachs 2022 Form 10-K

123

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets

$ in millions
Assets
Cash and cash equivalents
Collateralized agreements:

Securities purchased under agreements to resell (at fair value)
Securities borrowed (includes $38,578 and $39,955 at fair value)
Customer and other receivables (includes $25 and $42 at fair value)
Trading assets (at fair value and includes $40,143 and $68,208 pledged as collateral)
Investments (includes $78,201 and $83,427 at fair value, and $9,818 and $12,840 pledged as collateral)
Loans (net of allowance of $5,543 and $3,573, and includes $7,655 and $10,769 at fair value)
Other assets (includes $145 and $0 at fair value)
Total assets

Liabilities and shareholders’ equity
Deposits (includes $15,746 and $35,425 at fair value)
Collateralized financings:

Securities sold under agreements to repurchase (at fair value)
Securities loaned (includes $4,372 and $9,170 at fair value)
Other secured financings (includes $12,756 and $17,074 at fair value)

Customer and other payables
Trading liabilities (at fair value)
Unsecured short-term borrowings (includes $39,731 and $29,832 at fair value)
Unsecured long-term borrowings (includes $73,147 and $52,390 at fair value)
Other liabilities (includes $159 and $359 at fair value)
Total liabilities

Commitments, contingencies and guarantees

As of December

2022

2021

$ 241,825 $ 261,036

225,117
189,041
135,448
301,245
130,629
179,286
39,208

205,703
178,771
160,673
375,916
88,719
158,562
34,608
$ 1,441,799 $ 1,463,988

$ 386,665 $ 364,227

110,349
30,727
13,946
262,045
191,324
60,961
247,138
21,455
1,324,610

165,883
46,505
18,544
251,931
181,424
46,955
254,092
24,501
1,354,062

Shareholders’ equity
Preferred stock; aggregate liquidation preference of $10,703 and $10,703
Common stock; 917,815,030 and 906,430,314 shares issued, and 334,918,639 and 333,573,254 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; 582,896,393 and 572,857,062 shares
Total shareholders’ equity
Total liabilities and shareholders’ equity

10,703
9
5,696
–
59,050
139,372
(3,010)
(94,631)
117,189

10,703
9
4,211
–
56,396
131,811
(2,068)
(91,136)
109,926
$ 1,441,799 $ 1,463,988

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

124 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Shareholders’ Equity

$ in millions
Preferred stock
Beginning balance
Issued
Redeemed
Ending balance
Common stock
Beginning balance
Issued
Ending balance
Share-based awards
Beginning balance
Issuance and amortization of share-based awards
Delivery of common stock underlying share-based awards
Forfeiture 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
Issuance costs of redeemed preferred stock
Issuance of common stock in connection with acquisition
Other
Ending balance
Retained earnings
Beginning balance, as previously reported
Cumulative effect of change in accounting principle for current expected credit losses, 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 premium
Ending balance
Accumulated other comprehensive income/(loss)
Beginning balance
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

2022

2021

2020

$ 10,703 $ 11,203 $ 11,203
350
(350)
11,203

2,175
(2,675)
10,703

–
–
10,703

9
–
9

4,211
4,110
(2,468)
(157)
5,696

56,396
2,516
(1,591)
–
1,730
(1)
59,050

131,811
–
131,811
11,261
(3,203)
(497)
–
139,372

9
–
9

3,468
2,527
(1,626)
(158)
4,211

55,679
1,678
(984)
24
–
(1)
56,396

9
–
9

3,195
1,967
(1,601)
(93)
3,468

54,883
1,619
(829)
–
–
6
55,679

112,947
–
112,947
21,635
(2,287)
(443)
(41)
131,811

106,465
(638)
105,827
9,459
(1,795)
(543)
(1)
112,947

(2,068)
(942)
(3,010)

(1,434)
(634)
(2,068)

(1,484)
50
(1,434)

(91,136)
(3,500)
20
(15)
(94,631)

(84,006)
(1,928)
11
(17)
(85,940)
$ 117,189 $ 109,926 $ 95,932

(85,940)
(5,200)
11
(7)
(91,136)

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

Goldman Sachs 2022 Form 10-K

125

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows

$ 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
Gain related to extinguishment of unsecured borrowings
Provision for credit losses

Changes in operating assets and liabilities:

Customer and other receivables and payables, net
Collateralized transactions (excluding other secured financings), net
Trading assets
Trading liabilities
Loans held for sale, net

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 used for business acquisitions
Purchase of investments
Proceeds from sales and paydowns of investments
Loans (excluding loans held for sale), net
Net cash 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 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
Other financing, net
Net cash provided by financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents, beginning balance
Cash and cash equivalents, ending balance

Year Ended December

2022

2021

2020

11,261 $

21,635 $

9,459

2,455
(2,412)
4,083
–
2,715

35,014
(100,996)
45,278
8,062
3,161
87
8,708

(3,748)
2,706
(2,115)
(60,536)
12,961
(25,228)
(75,960)

2,015
5
2,348
–
357

21,971
(70,058)
15,232
26,616
(5,556)
(8,267)
6,298

(4,667)
3,933
–
(39,912)
45,701
(35,520)
(30,465)

1,902
(833)
1,920
(1)
3,098

(30,895)
(13,007)
(33,405)
44,892
1,820
(3,485)
(18,535)

(6,309)
2,970
(231)
(48,670)
29,057
(11,173)
(34,356)

321
(2,283)
1,800
(3,407)
–
84,522
(42,806)
1,797
28,074
–
(3,500)
(1,595)
(3,682)
–
361
59,602
(11,561)
(19,211)
261,036

7,707
2,861
8,073
(4,137)
(11)
47,250
(55,040)
1,037
67,343
(350)
(1,928)
(830)
(2,336)
349
392
70,380
4,807
22,296
133,546
$ 241,825 $ 261,036 $ 155,842

2,137
(1,320)
4,795
(6,590)
–
92,717
(52,608)
1,121
103,538
(2,675)
(5,200)
(985)
(2,725)
2,172
361
134,738
(5,377)
105,194
155,842

Supplemental disclosures:
Cash payments for interest, net of capitalized interest
Cash payments for income taxes, net

See Notes 12 and 16 for information about non-cash activities.

$
$

19,022 $
4,555 $

5,521 $
6,195 $

9,091
2,754

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

126 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Note 1.
Description of Business

The Goldman Sachs Group, Inc. (Group Inc. or parent
together with its
company), a Delaware corporation,
consolidated subsidiaries (collectively, the firm), is a leading
global financial institution that delivers a broad range of
financial services to a large and diversified client base that
institutions, governments
includes corporations,
and individuals. Founded in 1869, the firm is headquartered
in New York and maintains offices in all major financial
centers around the world.

financial

Commencing with the fourth quarter of 2022, consistent with
the firm's previously announced organizational changes, the
firm began managing and reporting its activities in the
following three business
segments: Global Banking &
Markets, Asset & Wealth Management and Platform
Solutions. Prior periods are presented on a comparable basis.

institutions,

Global Banking & Markets
The firm provides a broad range of services to a diverse
group of corporations,
investment
financial
funds and governments. Services include strategic advisory
assignments with respect
to mergers and acquisitions,
divestitures, corporate defense activities, restructurings and
spin-offs, and equity and debt underwriting of public
offerings and private placements. The firm facilitates client
transactions and makes markets in fixed income, equity,
currency and commodity products. In addition, the firm
makes markets in and clears institutional client transactions
on major stock, options and futures exchanges worldwide
and provides prime brokerage and other equities financing
activities, including securities lending, margin lending and
swaps. The firm also provides lending to corporate clients,
including through relationship lending and acquisition
financing, and secured lending, through structured credit and
asset-backed lending. In addition, the firm provides financing
through securities purchased under agreements to resell
(resale agreements) and provides securities-based loans to
individuals. The firm also makes equity and debt investments
related to Global Banking & Markets activities.

Asset & Wealth Management
The firm manages assets and offers investment products
across all major asset classes to a diverse set of clients, both
institutional and individuals, including through a network of
third-party distributors around the world. The firm also
provides investing and wealth advisory solutions, including
financial planning and counseling, and executing brokerage
transactions for wealth management clients. The firm issues
to wealth management clients, accepts deposits
loans
through its consumer banking digital platform, Marcus by
Goldman Sachs (Marcus), and through its private bank, and
provides investing services through Marcus Invest to U.S.
customers. The firm has also issued unsecured loans to
consumers through Marcus and has started a process to cease
offering new loans. The firm makes equity investments,
which include investing activities related to public and
private equity investments in corporate, real estate and
infrastructure assets, as well as
through
consolidated investment entities, substantially all of which
are engaged in real estate investment activities. The firm also
invests in debt instruments and engages in lending activities
to middle-market clients, and provides financing for real
estate and other assets.

investments

cards

credit

firm issues

Platform Solutions
partnership
The
arrangements and provides point-of-sale financing through
GreenSky, Inc. (GreenSky) to consumers. The firm also
provides transaction banking and other services, including
such as deposit-taking and
cash management
payment solutions for corporate and institutional clients.

services,

through

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.

All references to 2022, 2021 and 2020 refer to the firm’s years
ended, or the dates, as the context requires, December 31,
2022, December 31, 2021 and December 31, 2020,
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.

Goldman Sachs 2022 Form 10-K

127

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
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,
measuring the allowance for credit losses on loans and
lending commitments accounted for at amortized cost, and
when to consolidate an entity. See Note 4 for policies on fair
value measurements, Note 9 for policies on the allowance for
losses, and below and Note 17 for policies on
credit
consolidation accounting. All other significant accounting
policies are either described below or included in the
following footnotes:

Fair Value Measurements

Fair Value Hierarchy

Trading Assets and Liabilities

Derivatives and Hedging Activities

Investments

Loans

Fair Value Option

Collateralized Agreements and Financings

Other Assets

Deposits

Unsecured Borrowings

Other Liabilities

Securitization Activities

Variable Interest Entities

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

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

128 Goldman Sachs 2022 Form 10-K

Consolidation
The firm consolidates entities in which the firm has a
controlling financial interest. The firm determines whether it
has a controlling financial
interest in an entity by first
evaluating whether the entity is a voting interest entity or a
variable interest entity (VIE).

Voting Interest Entities. Voting interest entities are entities
in which (i) the total equity investment at risk is sufficient to
enable the entity to finance its activities independently and
(ii) the equity holders have the power to direct the activities
of the entity that most significantly impact its economic
performance, the obligation to absorb the losses of the entity
and the right to receive the residual returns of the entity. The
usual condition for a controlling financial interest in a voting
interest entity is ownership of a majority voting interest. If
the firm has a controlling majority voting interest in a voting
interest entity, the entity is consolidated.

Variable Interest Entities. A VIE is an entity that lacks one
or more of the characteristics of a voting interest entity. The
firm has a controlling financial interest in a VIE when the
firm has a variable interest or interests that provide it with (i)
the power to direct the activities of the VIE that most
significantly impact the VIE’s economic performance and (ii)
the obligation to absorb losses of the VIE or the right to
receive benefits from the VIE that could potentially be
significant to the VIE. See Note 17 for further information
about VIEs.

Equity-Method Investments. When the firm does not have
a controlling financial interest in an entity but can exert
significant influence over the entity’s operating and financial
policies, the investment is generally accounted for at fair
value by electing the fair value option available under U.S.
GAAP. Significant influence generally exists when the firm
owns 20% to 50% of the entity’s common stock or in-
substance common stock.

In certain cases, the firm applies the equity method of
accounting to new investments that are strategic in nature or
closely related to the firm’s principal business activities,
when the firm has a significant degree of involvement in the
cash flows or operations of the investee or when cost-benefit
considerations are less significant. See Note 8 for further
information about equity-method investments.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

funds are

limited partnerships or

Investment Funds. The firm has formed investment funds
with third-party investors. These
typically
organized as
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
to
terminate the funds or to remove the firm as general partner
or manager.
in these funds are generally
measured at net asset value (NAV) and are included in
investments. See Notes 8, 18 and 22 for further information
about investments in funds.

third-party investors

typically have

Investments

rights

Use of Estimates
statements
consolidated financial
Preparation of
these
certain estimates and
to make
requires management
assumptions, the most important of which relate to fair value
measurements, the allowance for credit losses on loans and
lending commitments accounted for at amortized cost,
accounting for goodwill and identifiable intangible assets,
provisions for losses that may arise from litigation and
regulatory
governmental
investigations), and accounting for income taxes. These
estimates and assumptions are based on the best available
information, but actual results could be materially different.

proceedings

(including

Revenue Recognition
Financial Assets and Liabilities at Fair Value. Trading
assets and liabilities and certain investments are carried at
fair value either under the fair value option or in accordance
with other U.S. GAAP. In addition, the firm has elected to
account for certain of its loans and other financial assets and
liabilities at fair value by electing the fair value option. The
fair value of a financial instrument is the amount that would
be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at
the
measurement date. Financial assets are marked to bid prices
and financial liabilities are marked to offer prices. Fair value
measurements do not include transaction costs. Fair value
gains or losses are generally included in market making or
further
other principal
information about fair value measurements.

transactions. See Note 4 for

firm
Revenue from Contracts with Clients. The
recognizes revenue earned from contracts with clients for
services,
investment
investment
management, and execution and clearing (contracts with
clients), when the performance obligations related to the
underlying transaction are completed.

banking,

such

total

clients

non-interest

from contracts with

Revenues
represent
approximately 50% of total non-interest revenues for 2022
investment banking
(including approximately 85% of
revenues, approximately 95% of investment management
revenues and all commissions and fees), approximately 45%
of
(including
revenues
approximately 90% of both investment banking revenues
and investment management revenues, and all commissions
and fees), and approximately 45% of total non-interest
for 2020 (including approximately 90% of
revenues
approximately 95% of
investment banking
investment management revenues and all commissions and
fees). See Note 25 for information about net revenues by
business segment.

revenues,

2021

for

Investment Banking
Advisory. Fees from financial advisory assignments are
recognized in revenues when the services related to the
underlying transaction are completed under the terms of the
and milestone
assignment. Non-refundable
payments in connection with financial advisory assignments
are
the
recognized in revenues upon completion of
underlying transaction or when the assignment is otherwise
concluded.

deposits

Expenses associated with financial advisory assignments are
recognized when incurred and are included in transaction
based expenses. Client reimbursements for such expenses are
included in investment banking revenues.

Underwriting. Fees from underwriting assignments are
recognized in revenues upon completion of the underlying
transaction based on the terms of the assignment.

Expenses associated with underwriting assignments are
generally deferred until the related revenue is recognized or
the assignment is otherwise concluded. Such expenses are
for completed
included in transaction based expenses
assignments.

Goldman Sachs 2022 Form 10-K

129

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Investment Management
The firm earns management fees and incentive fees for
investment management services, which are included in
investment management revenues. The firm makes payments
to brokers and advisors related to the placement of the firm’s
investment funds (distribution fees), which are included in
transaction based expenses.

Management Fees. Management fees for mutual funds are
calculated as a percentage of daily 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
committed capital and are received quarterly, semi-annually
or annually, depending on the fund. Management fees are
recognized over time in the period the services are provided.

Distribution fees paid by the firm are calculated based on
either a percentage of the management fee, the investment
fund’s net asset value or the committed capital. Such fees are
included in transaction based expenses.

Incentive Fees. Incentive fees are calculated as a percentage
of a fund’s or separately managed account’s return, or excess
return above a specified benchmark or other performance
target. Incentive fees are generally based on investment
performance over a twelve-month period or over the life of a
fund. Fees that are based on performance over a twelve-
month period are subject to adjustment prior to the end of
the measurement period. For
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.

fees

Incentive fees earned from a fund or separately managed
account are recognized when it is probable that a significant
reversal of such fees will not occur, which is generally when
such fees are no longer subject to fluctuations in the market
value of investments held by the fund or separately managed
account. Therefore,
incentive fees recognized during the
period may relate to performance obligations satisfied in
previous periods.

130 Goldman Sachs 2022 Form 10-K

Commissions and Fees
The firm earns substantially all commissions and fees from
executing and clearing client transactions on stock, options
and futures markets, as well as over-the-counter (OTC)
transactions. Commissions and fees are recognized on the
day the trade is executed. The firm also provides third-party
research services to clients in connection with certain soft-
dollar arrangements. Third-party research costs incurred by
the firm in connection with such arrangements are presented
net within commissions and fees.

Remaining Performance Obligations
Remaining performance obligations are services that the firm
has committed to perform in the future in connection with its
contracts with clients. The firm’s remaining performance
obligations are generally related to its financial advisory
assignments and certain investment management activities.
Revenues associated with remaining performance obligations
relating to financial advisory assignments
cannot be
determined until the outcome of the transaction. For the
firm’s investment management activities, where fees are
calculated based on the net asset value of the fund or
separately managed account, future revenues associated with
such
be
determined as such fees are subject to fluctuations in the
market value of investments held by the fund or separately
managed account.

performance

obligations

remaining

cannot

The firm is able to determine the future revenues associated
with management
fees calculated based on committed
capital. As of December 2022, substantially all future net
revenues associated with such remaining performance
obligations will be
recognized through 2030. Annual
revenues associated with such performance obligations
average less than $300 million through 2030.

Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when
the firm has relinquished control over the assets transferred.
For transfers of financial assets accounted for as sales, any
gains or losses are recognized in net revenues. Assets or
liabilities that arise from the firm’s continuing involvement
with transferred financial assets are initially recognized at
fair value. For transfers of financial assets that are not
accounted for as sales, the assets are generally included in
trading assets and the transfer is accounted for as a
collateralized financing, with the related interest expense
recognized over the life of the transaction. See Note 11 for
further
financial assets
accounted for as collateralized financings and Note 16 for
further
financial assets
accounted for as sales.

information about

transfers of

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Cash and Cash Equivalents
The firm defines cash equivalents as highly liquid overnight
deposits held in the ordinary course of business. Cash and
cash equivalents included cash and due from banks of $7.87
billion as of December 2022 and $10.14 billion as of
December 2021. Cash and cash equivalents also included
interest-bearing deposits with banks of $233.96 billion as of
December 2022 and $250.90 billion as of December 2021.

The firm segregates cash for regulatory and other purposes
related to client activity. Cash and cash equivalents
segregated for regulatory and other purposes were $16.94
billion as of December 2022 and $24.87 billion as of
December 2021. In addition, the firm segregates securities for
regulatory and other purposes related to client activity. See
Note 11 for further information about segregated securities.

Customer and Other Receivables
Customer and other receivables included receivables from
customers and counterparties of $67.88 billion as of
December 2022 and $103.82 billion as of December 2021, and
receivables from brokers, dealers and clearing organizations
of $67.57 billion as of December 2022 and $56.85 billion as of
December 2021. Such receivables primarily consist of
collateral posted in connection with certain derivative
transactions, customer margin loans and receivables resulting
from unsettled transactions.

Substantially all of these receivables are accounted for at
amortized cost net of any allowance for credit losses, which
generally approximates fair value. As these receivables are
not accounted for at fair value, they are not included in the
firm’s fair value hierarchy in Notes 4 and 5. Had these
receivables been included in the firm’s fair value hierarchy,
substantially all would have been classified in level 2 as of
both December 2022 and December 2021. See Note 10 for
further information about customer and other receivables
accounted for at fair value under the fair value option.
Interest on customer and other receivables is recognized over
the life of the transaction and included in interest income.

Customer and other receivables includes receivables from
contracts with clients and contract assets. Contract assets
represent the firm’s right to receive consideration for services
provided in connection with its contracts with clients for
which collection is conditional and not merely subject to the
passage of time. The firm’s receivables from contracts with
clients were $3.01 billion as of both December 2022 and
December 2021. As of both December 2022 and December
2021, contract assets were not material.

Customer and Other Payables
Customer and other payables included payables to customers
and counterparties of $238.12 billion as of December 2022
and $241.93 billion as of December 2021, and payables to
brokers, dealers and clearing organizations of $23.93 billion
as of December 2022 and $10.00 billion as of December 2021.
Such payables primarily consist of customer credit balances
related to the firm’s prime brokerage activities. Customer
and other payables are accounted for at cost plus accrued
interest, which generally approximates fair value. As these
payables are not accounted for at fair value, they are not
included in the firm’s fair value hierarchy in Notes 4 and 5.
Had these payables been included in the firm’s fair value
hierarchy, substantially all would have been classified in level
2 as of both December 2022 and December 2021. Interest on
customer and other payables is recognized over the life of the
transaction and included in interest expense.

Offsetting Assets and Liabilities
To reduce credit exposures on derivatives and securities
financing transactions, the firm may enter into master netting
agreements or similar arrangements (collectively, netting
agreements) with counterparties that permit it to offset
receivables and payables with such counterparties. A netting
agreement is a contract with a counterparty that permits net
settlement of multiple transactions with that counterparty,
including upon the exercise of termination rights by a non-
defaulting party. Upon exercise of such termination rights,
all
transactions governed by the netting agreement are
terminated and a net settlement amount is calculated. In
addition, the firm receives and posts cash and securities
collateral with respect
to its derivatives and securities
financing transactions, subject to the terms of the related
arrangements
credit
(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
in the
laws,
jurisdiction of the parties to the agreement.

statutes and regulatory provisions

agreements

support

similar

local

Derivatives are reported on a net-by-counterparty basis (i.e.,
the net payable or receivable for derivative assets and
in the consolidated
liabilities for a given counterparty)
balance sheets when a legal right of setoff exists under an
enforceable netting agreement. Resale agreements and
securities sold under agreements to repurchase (repurchase
agreements) and securities borrowed and loaned transactions
with the same settlement date are presented on a net-by-
counterparty basis in the consolidated balance sheets when
such transactions meet certain settlement criteria and are
subject to netting agreements.

Goldman Sachs 2022 Form 10-K

131

troubled debt

Troubled Debt Restructurings and Vintage Disclosures
(ASC 326). In March 2022, the FASB issued ASU No.
2022-02, “Financial Instruments — Credit Losses (Topic 326)
— Troubled Debt Restructurings and Vintage Disclosures.”
This ASU eliminates the recognition and measurement
guidance for
(TDRs) and
requires enhanced disclosures about loan modifications for
borrowers experiencing financial difficulty. This ASU also
requires enhanced disclosure for loans that have been
charged off. The ASU became effective in January 2023
under a prospective approach. Adoption of this ASU did not
have a material impact on the firm’s consolidated financial
statements.

restructurings

Accounting for Obligations to Safeguard Crypto-
Assets an Entity Holds for Platform Users (SAB 121).
In March 2022, the SEC staff issued SAB 121 (SAB 121) —
“Accounting for obligations to safeguard crypto-assets an
entity holds for platform users.” SAB 121 adds interpretive
guidance requiring an entity to recognize a liability on its
balance sheet to reflect the obligation to safeguard the
crypto-assets held for its platform users, along with a
corresponding asset. The firm adopted SAB 121 in June 2022
under a modified retrospective approach and adoption did
not have a material
impact on the firm’s consolidated
financial statements.

Fair Value Measurement of Equity Securities Subject
to Contractual Sale Restrictions (ASC 820). In June
2022,
the FASB issued ASU No. 2022-03, “Fair Value
Measurement of Equity Securities Subject to Contractual Sale
Restrictions.” This ASU clarifies
contractual
restriction on the sale of an equity security should not be
considered in measuring its fair value. In addition, the ASU
requires specific disclosures related to equity securities that
are subject to contractual sale restrictions. The ASU is
effective in January 2024 under a prospective approach. Early
adoption is permitted. Adoption of this ASU is not expected
to have a material impact on the firm’s consolidated financial
statements.

that

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

In the consolidated balance sheets, derivatives are reported
net of cash collateral received and posted under enforceable
credit
support agreements, when transacted under an
enforceable netting agreement. In the consolidated balance
sheets, resale and repurchase agreements, and securities
borrowed and loaned, are not reported net of the related cash
and securities received or posted as collateral. See Note 11 for
further information about collateral received and pledged,
including rights to deliver or repledge collateral. See Notes 7
and 11 for further information about offsetting assets and
liabilities.

Foreign Currency Translation
Assets and liabilities denominated in non-U.S. currencies are
translated at rates of exchange prevailing on the date of the
consolidated balance sheets and revenues and expenses are
translated at average rates of exchange for the period.
losses on
Foreign currency
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,
consolidated statements of
comprehensive income.

remeasurement

gains or

in the

Recent Accounting Developments
Facilitation of the Effects of Reference Rate Reform on
Financial Reporting (ASC 848). In March 2020, the FASB
issued ASU No. 2020-04, “Reference Rate Reform —
Facilitation of the Effects of Reference Rate Reform on
Financial Reporting.” This ASU, as amended in 2022,
provides optional relief from applying generally accepted
accounting principles to contracts, hedging relationships and
other transactions affected by reference rate reform.
In
addition, in January 2021 the FASB issued ASU No. 2021-01,
“Reference Rate Reform — Scope,” which clarified the scope
of ASC 848 relating to contract modifications. The firm
adopted these ASUs upon issuance and elected to apply the
relief available to certain modified derivatives. The adoption
of these ASUs did not have a material impact on the firm’s
consolidated financial statements.

132 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Note 4.
Fair Value Measurements

orderly

transaction

The fair value of a financial instrument is the amount that
would be received to sell an asset or paid to transfer a
liability
between market
participants at the measurement date. Financial assets are
marked to bid prices and financial liabilities are marked to
include
offer prices. Fair value measurements do not
transaction costs. The firm measures certain financial assets
and liabilities as a portfolio (i.e., based on its net exposure to
market and/or credit risks).

The best evidence of fair value is a quoted price in an active
market. If quoted prices in active markets are not available,
fair value is determined by reference to prices for similar
instruments, quoted prices or recent transactions in less
active markets, or internally developed models that primarily
use market-based or independently sourced inputs, including,
but not limited to, interest rates, volatilities, equity or debt
prices,
foreign exchange rates, commodity prices, credit
spreads and funding spreads (i.e., the spread or difference
between the interest rate at which a borrower could finance a
given financial instrument relative to a benchmark interest
rate).

U.S. GAAP has a three-level hierarchy for disclosure of fair
value measurements. This hierarchy prioritizes inputs to the
valuation techniques used to measure fair value, giving the
highest priority to level 1 inputs and the lowest priority to
level 3 inputs. A financial instrument’s level in this hierarchy
is based on the lowest level of input that is significant to its
fair value measurement. In evaluating the significance of a
valuation input, the firm considers, among other factors, a
portfolio’s net risk exposure to that input. The fair value
hierarchy is as follows:

Inputs are unadjusted quoted prices in active
Level 1.
markets to which the firm had access at the measurement
date for identical, unrestricted assets or liabilities.

Level 2. Inputs to valuation techniques are observable, either
directly or indirectly.

Level 3. One or more inputs to valuation techniques are
significant and unobservable.

The fair values for substantially all of the firm’s financial
assets and liabilities are based on observable prices and
inputs and are classified in levels 1 and 2 of the fair value
hierarchy. Certain level 2 and level 3 financial assets and
liabilities may require valuation adjustments that a market
participant would require to arrive at fair value for factors,
such as counterparty and the firm’s credit quality, funding
risk, transfer restrictions,
liquidity and bid/offer spreads.
Valuation adjustments are generally based on market
evidence.

The table below presents financial assets and liabilities
carried at fair value.

As of December

$ 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

2022

2021
$ 194,698 $ 255,774
498,527
24,083
3,469
(66,041)
$ 650,966 $ 715,812

485,134
26,048
2,941
(57,855)

Total assets

$ 1,441,799 $ 1,463,988

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

1.8%
4.0%

1.6%
3.4%
$ 119,578 $ 110,030
403,627
29,169
(51,269)
$ 447,584 $ 491,557

353,060
22,830
(47,884)

Total liabilities

$ 1,324,610 $ 1,354,062

Total level 3 financial liabilities divided by:

Total liabilities
Total financial liabilities at fair value

1.7%
5.1%

2.2%
5.9%

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.

The table below presents a summary of level 3 financial
assets.

$ in millions
Trading assets:

Trading cash instruments
Derivatives
Investments
Loans
Other assets
Total

As of December

2022

2021

1,734 $
5,461
16,942
1,837
74

1,889
5,938
13,902
2,354
–
26,048 $ 24,083

Level 3 financial assets as of December 2022 increased
compared with December 2021, primarily reflecting an
increase in level 3 investments. See Note 5 for further
(including
information about
information about unrealized gains and losses related to level
3 financial assets and transfers in and out of level 3).

level 3 financial assets

The valuation techniques and nature of significant inputs
used to determine the fair value of the firm’s financial
instruments are described below. See Note 5 for further
information about significant unobservable inputs used to
value level 3 financial instruments.

Goldman Sachs 2022 Form 10-K

133

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Inputs for

Valuation Techniques and Significant
Trading Cash Instruments, Investments and Loans
Level 1. Level 1 instruments include U.S. government
obligations, most non-U.S. government obligations, certain
instruments,
agency obligations, certain corporate debt
certain money market instruments and actively traded listed
equities. These instruments are valued using quoted prices for
identical unrestricted instruments in active markets. The firm
defines active markets for equity instruments based on the
average daily trading volume both in absolute terms and
relative to the market capitalization for the instrument. The
firm defines active markets for debt instruments based on
both the average daily trading volume and the number of
days with trading activity.

Level 2. Level 2 instruments include certain non-U.S.
government obligations, most agency obligations, most
mortgage-backed loans and securities, most corporate debt
instruments, most state and municipal obligations, most
money market instruments, most other debt obligations,
restricted or less liquid listed equities, certain private equities,
commodities and certain lending commitments.

recent

identical or

trading activity for

Valuations of level 2 instruments can be verified to quoted
prices,
similar
instruments, broker or dealer quotations or alternative
pricing sources with reasonable levels of price transparency.
Consideration is given to the nature of the quotations (e.g.,
indicative or executable) and the relationship of recent
market activity to the prices provided from alternative
pricing sources.

the instrument

typically made
is subject

to level 2
Valuation adjustments are
instruments (i)
to transfer
restrictions and/or (ii) for other premiums and liquidity
discounts that a market participant would require to arrive at
fair value. Valuation adjustments are generally based on
market evidence.

Level 3. Level 3 instruments have one or more significant
valuation inputs that are not observable. Absent evidence to
the contrary,
level 3 instruments are initially valued at
transaction price, which is considered to be the best initial
estimate of fair value. Subsequently, the firm uses other
methodologies to determine fair value, which vary based on
the type of instrument. Valuation inputs and assumptions are
changed when corroborated by substantive observable
evidence, including values realized on sales.

134 Goldman Sachs 2022 Form 10-K

level 3 instruments vary by
Valuation techniques of
instrument, but are generally based on discounted cash flow
techniques. The valuation techniques and the nature of
significant inputs used to determine the fair values of each
type of level 3 instrument are described below:

Loans and Securities Backed by Commercial Real
Estate
Loans and securities backed by commercial real estate are
directly or indirectly collateralized by a single property or a
portfolio of properties, and may include tranches of varying
levels of subordination. Significant
inputs are generally
determined based on relative value analyses and include:

• Market yields implied by transactions of similar or related
assets and/or current levels and changes in market indices,
such as the CMBX (an index that tracks the performance
of commercial mortgage bonds);

• Transaction prices in both the underlying collateral and
instruments with the same or similar underlying collateral;

implied by the value of

• A measure of expected future cash flows in a default
the
scenario (recovery rates)
underlying collateral, which is mainly driven by current
performance of the underlying collateral and capitalization
rates. Recovery rates are expressed as a percentage of
notional or face value of the instrument and reflect the
benefit of credit enhancements on certain instruments; and

• Timing of expected future cash flows (duration) which, in
certain cases, may incorporate the impact of any loan
forbearances
(e.g.,
and
prepayment speeds).

unobservable

inputs

other

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
analyses, which incorporate
comparisons to instruments with similar collateral and risk
profiles. Significant inputs include:

value

• Market yields implied by transactions of similar or related

assets;

• Transaction prices in both the underlying collateral and
instruments with the same or similar underlying collateral;

• 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.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Corporate Debt Instruments
Corporate debt instruments includes corporate loans, debt
securities and convertible debentures. Significant inputs for
corporate debt instruments are generally determined based
on relative value analyses, which incorporate comparisons
both to prices of credit default swaps that reference the same
or similar underlying instrument or entity and to other debt
instruments
for which
observable prices or broker quotations are available.
Significant inputs include:

the same or

similar

issuer

for

• Market yields implied by transactions of similar or related
assets and/or current levels and trends of market indices,
such as the CDX (an index that tracks the performance of
corporate credit);

• Current performance and recovery assumptions and, where
the firm uses credit default swaps to value the related
instrument, the cost of borrowing the underlying reference
obligation;

• Duration; and

• Market and transaction multiples for corporate debt
instruments with convertibility or participation options.

Equity Securities
Equity securities consists of private equities. Recent third-
party completed or pending transactions
(e.g., merger
proposals, debt restructurings, tender offers) are considered
the best evidence for any change in fair value. When these are
not available, the following valuation methodologies are
used, as appropriate:

• Industry multiples

(primarily EBITDA and revenue

multiples) and public comparables;

• Transactions in similar instruments;

• Discounted cash flow techniques; and

• Third-party appraisals.

The firm also considers changes in the outlook for the
relevant industry and financial performance of the issuer as
compared to projected performance. Significant
inputs
include:

• Market and transaction multiples;

• Discount rates and capitalization rates; and

• For equity securities with debt-like features, market yields
implied by transactions of similar or related assets, current
performance and recovery assumptions, and duration.

Investments and

Other Trading Cash Instruments,
Loans
The significant inputs to the valuation of other instruments,
such as non-U.S. government and agency obligations, state
loans and debt
and municipal obligations, and other
obligations are generally determined based on relative value
analyses, which incorporate comparisons both to prices of
credit default swaps that reference the same or similar
underlying instrument or entity and to other debt instruments
for the same issuer for which observable prices or broker
quotations are available. Significant inputs include:

• Market yields implied by transactions of similar or related
assets and/or current levels and trends of market indices;
• Current performance and recovery assumptions and, where
the firm uses credit default swaps to value the related
instrument, the cost of borrowing the underlying reference
obligation; and

• Duration.

Inputs for

Valuation Techniques and Significant
Derivatives
The firm’s level 2 and level 3 derivatives are valued using
derivative pricing models (e.g., discounted cash flow models,
correlation models and models that
incorporate option
pricing methodologies, such as Monte Carlo simulations).
Price
be
of
characterized by product type, as described below.

transparency

derivatives

generally

can

• Interest Rate. In general, the key inputs used to value
interest rate derivatives are transparent, even for most
long-dated contracts.
Interest rate swaps and options
denominated in the currencies of leading industrialized
nations are characterized by high trading volumes and tight
bid/offer spreads. Interest rate derivatives that reference
indices, such as an inflation index, or the shape of the yield
curve (e.g., 10-year swap rate vs. 2-year swap rate) are
more complex, but the key inputs are generally observable.

swaps

indices,

reference

• Credit. Price transparency for credit default

swaps,
including both single names and baskets of credits, varies
by market and underlying reference entity or obligation.
large
that
Credit default
corporates and major sovereigns generally exhibit the most
price transparency. For credit default swaps with other
underliers, price transparency varies based on credit rating,
the cost of borrowing the underlying reference obligations,
and the availability of the underlying reference obligations
for delivery upon the default of the issuer. Credit default
swaps that reference loans, asset-backed securities and
emerging market debt instruments tend to have less price
transparency than those that reference corporate bonds. In
addition, more complex credit derivatives, such as those
sensitive
correlation between two or more
underlying reference obligations, generally have less price
transparency.

to the

Goldman Sachs 2022 Form 10-K

135

inputs, such as
Valuation models require a variety of
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
and
correlations of
to the
such inputs. Significant
valuations of level 2 derivatives can be verified to market
transactions, broker or dealer quotations or other alternative
pricing sources with reasonable levels of price transparency.
Consideration is given to the nature of the quotations (e.g.,
indicative or executable) and the relationship of recent
market activity to the prices provided from alternative
pricing sources.

severity

inputs

rates,

rates

loss

Level 3. Level 3 derivatives are valued using models which
utilize observable level 1 and/or level 2 inputs, as well as
unobservable level 3 inputs. The significant unobservable
inputs used to value the firm’s level 3 derivatives are
described below.

• For level 3 interest rate and currency derivatives, significant
certain
unobservable
include
currencies and interest rates (e.g., the correlation between
Euro inflation and Euro interest rates) and specific interest
rate and currency volatilities.

correlations of

inputs

• For level 3 credit derivatives, significant unobservable
inputs include illiquid credit spreads and upfront credit
points, which are unique to specific reference obligations
and reference entities, and recovery rates.

• For level 3 commodity derivatives, significant unobservable
inputs include volatilities for options with strike prices that
differ significantly from current market prices and prices or
spreads for certain products for which the product quality
or physical location of the commodity is not aligned with
benchmark indices.

• For level 3 equity derivatives, significant unobservable
inputs generally include equity volatility inputs for options
that are long-dated and/or have strike prices that differ
significantly from current market prices. In addition, the
valuation of certain structured trades requires the use of
level 3 correlation inputs, such as the correlation of the
price performance of two or more individual stocks or the
correlation of the price performance for a basket of stocks
to another asset class, such as commodities.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

• Currency. Prices for currency derivatives based on the
exchange rates of leading industrialized nations, including
those with longer tenors, are generally transparent. The
primary difference between the price transparency of
developed and emerging market currency derivatives is that
emerging markets tend to be only observable for contracts
with shorter tenors.

• Commodity. Commodity derivatives include transactions
referenced to energy (e.g., oil, natural gas and electricity),
metals (e.g., precious and base) and soft commodities (e.g.,
agricultural). Price transparency varies based on the
underlying commodity, delivery location,
tenor and
product quality (e.g., diesel fuel compared to unleaded
gasoline). In general, price transparency for commodity
derivatives is greater for contracts with shorter tenors and
contracts that are more closely aligned with major and/or
benchmark commodity indices.

• Equity. Price transparency for equity derivatives varies by
market and underlier. Options on indices and the common
stock of corporates included in major equity indices exhibit
the most price transparency. Equity derivatives generally
have observable market prices, except for contracts with
long tenors or reference prices that differ significantly from
current market prices. More complex equity derivatives,
such as those sensitive to the correlation between two or
more
less price
transparency.

generally have

individual

stocks,

Liquidity is essential to the observability of all product types.
If transaction volumes decline, previously transparent prices
and other inputs may become unobservable. Conversely, even
highly structured products may at
times have trading
volumes large enough to provide observability of prices and
other inputs.

Level 1. Level 1 derivatives include short-term contracts for
future delivery of securities when the underlying security is a
level 1 instrument, and exchange-traded derivatives if they
are actively traded and are valued at their quoted market
price.

Level 2. Level 2 derivatives include OTC derivatives for
which all significant valuation inputs are corroborated by
market evidence and exchange-traded derivatives that are not
actively traded and/or that are valued using models that
calibrate to market-clearing levels of OTC derivatives.

The selection of a particular model to value a derivative
depends on the contractual
terms of and specific risks
inherent in the instrument, as well as the availability of
pricing information in the market. For derivatives that trade
in liquid markets, model selection does not involve significant
management judgment because outputs of models can be
calibrated to market-clearing levels.

136 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

such

evidence,

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
similar market
corroborated
transactions, third-party pricing services and/or broker or
dealer quotations or other empirical market data.
In
circumstances where the firm cannot verify the model value
by reference to market transactions, it is possible that a
different valuation model could produce a materially
different estimate of fair value. See Note 5 for further
information about significant unobservable inputs used in the
valuation of level 3 derivatives.

adjustments

incorporate bid/offer

Valuation Adjustments. Valuation
are
integral to determining the fair value of derivative portfolios
and are used to adjust the mid-market valuations produced
by derivative pricing models to the exit price valuation. These
adjustments
the cost of
liquidity, and credit and funding valuation adjustments,
which account for the credit and funding risk inherent in the
uncollateralized portion of derivative portfolios. The firm
also makes funding valuation adjustments to collateralized
derivatives where the terms of the agreement do not permit
the firm to deliver or repledge collateral received. Market-
based inputs are generally used when calibrating valuation
adjustments to market-clearing levels.

spreads,

for derivatives

In addition,
significant
unobservable inputs, the firm makes model or exit price
adjustments to account for the valuation uncertainty present
in the transaction.

include

that

Valuation Techniques and Significant Inputs for Other
Financial Instruments at Fair Value
In addition to trading cash instruments, derivatives, and
certain investments and loans, the firm accounts for certain
of its other financial assets and liabilities at fair value under
the fair value option. Such instruments include resale and
repurchase agreements; certain securities borrowed and
loaned transactions; certain customer and other receivables,
including certain margin loans; certain time deposits,
including structured certificates of deposit, which are hybrid
instruments;
financial
secured
including transfers of assets accounted for as
financings,
financings;
long-term
borrowings, substantially all of which are hybrid financial
instruments; and certain other assets and liabilities. These
instruments are generally valued based on discounted cash
flow techniques, which incorporate inputs with reasonable
levels of price transparency, and are generally classified in
level 2 because the inputs are observable. Valuation
adjustments may be made for liquidity and for counterparty
and the firm’s credit quality. The significant inputs used to
value the firm’s other financial instruments are described
below.

substantially

all other

unsecured

certain

short-

and

Resale and Repurchase Agreements and Securities
Borrowed and Loaned. The significant
inputs to the
valuation of resale and repurchase agreements and securities
borrowed and loaned are funding spreads, the amount and
timing of expected future cash flows and interest rates.

Customer and Other Receivables. The significant inputs
to the valuation of receivables are interest rates, the amount
and timing of expected future cash flows and funding
spreads.

Deposits. The significant inputs to the valuation of time
deposits are interest rates and the amount and timing of
future cash flows. The inputs used to value the embedded
instruments are
derivative component of hybrid financial
consistent with the inputs used to value the firm’s other
derivative instruments described above. See Note 7 for
further information about derivatives and Note 13 for further
information about deposits.

Other Secured Financings. The significant inputs to the
valuation of other secured financings are the amount and
timing of expected future cash flows, interest rates, funding
spreads and the fair value of the collateral delivered by the
firm (determined using the amount and timing of expected
future cash flows, market prices, market yields and recovery
assumptions). See Note 11 for further information about
other secured financings.

Unsecured Short- and Long-Term Borrowings. The
significant inputs to the valuation of unsecured short- and
long-term borrowings are the amount and timing of expected
future cash flows, interest rates, the credit spreads of the firm
and commodity prices for prepaid commodity transactions.
The inputs used to value the embedded derivative component
of hybrid financial instruments are consistent with the inputs
used to value the firm’s other derivative instruments
described above. See Note 7 for further information about
derivatives and Note 14 for further information about
borrowings.

Other Assets and Liabilities. The significant inputs to the
valuation of other assets and liabilities are the amount and
timing of expected future cash flows, interest rates, market
yields, volatility and correlation inputs. The inputs used to
value the embedded derivative component of hybrid financial
instruments are consistent with the inputs used to value the
firm’s other derivative instruments described above. See Note
7 for further information about derivatives.

Goldman Sachs 2022 Form 10-K

137

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Note 5.

Fair Value Hierarchy

Financial assets and liabilities at fair value includes trading
cash instruments, derivatives, and certain investments, loans
and other financial assets and liabilities at fair value.

Fair Value of Trading Cash Instruments by Level
The table below presents trading cash instruments by level
within the fair value hierarchy.

$ in millions
As of December 2022
Assets
Government and agency obligations:

Level 1

Level 2

Level 3

Total

U.S.
Non-U.S.

$ 75,598 $ 31,783 $

22,794

15,238

– $ 107,381
38,099

Loans and securities backed by:

Commercial real estate
Residential real estate
Corporate debt instruments
State and municipal obligations
Other debt obligations
Equity securities
Commodities
Total

–
–
249
–
27
44,909
–

1,201
9,794
29,042
727
2,529
47,150
5,909
$ 143,577 $ 96,521 $ 1,734 $ 241,832

1,135
9,706
27,555
707
2,349
2,141
5,907

66
88
1,238
20
153
100
2

Liabilities
Government and agency obligations:

U.S.
Non-U.S.

$ (23,339) $
(28,537)

(36) $

(2,172)

– $ (23,375)
(30,709)
–

Loans and securities backed by:

Commercial real estate
Residential real estate
Corporate debt instruments
Other debt obligations
Equity securities
Commodities
Total

–
–
(64)
–
(67,591)
–

(30)
(16)
(14,217)
(35)
(488)
–

$(119,531) $ (16,994) $

–
–
(61)
(2)
(1)
–

(30)
(16)
(14,342)
(37)
(68,080)
–
(64) $(136,589)

As of December 2021
Assets
Government and agency obligations:

U.S.
Non-U.S.

$ 63,388 $ 27,427 $

35,284

13,511

– $ 90,815
48,814

Loans and securities backed by:

Commercial real estate
Residential real estate
Corporate debt instruments
State and municipal obligations
Other debt obligations
Equity securities
Commodities
Total

–
–
590
–
69
105,233
–

1,854
13,235
38,782
604
1,699
108,347
7,806
$ 204,564 $ 105,503 $ 1,889 $ 311,956

1,717
13,083
36,874
568
1,564
2,958
7,801

137
152
1,318
36
66
156
5

Liabilities
Government and agency obligations:

U.S.
Non-U.S.

$ (21,002) $
(39,983)

(25) $

(2,602)

– $ (21,027)
(42,585)
–

Loans and securities backed by:

Commercial real estate
Residential real estate
Corporate debt instruments
Equity securities
Total

–
–
(23)
(48,991)

(42)
(5)
(15,875)
(49,937)
$(109,999) $ (19,368) $ (104) $ (129,471)

(40)
(5)
(15,781)
(915)

(2)
–
(71)
(31)

138 Goldman Sachs 2022 Form 10-K

Trading cash instruments consists of instruments held in
risk
connection with
management activities. These instruments are carried at fair
value and the related fair value gains and losses are
recognized in the consolidated statements of earnings.

firm’s market-making

the

In the table above:

• Trading cash instrument assets are shown as positive
amounts and trading cash instrument liabilities are shown
as negative amounts.

• Corporate debt instruments includes corporate loans, debt
securities, convertible debentures, prepaid commodity
transactions and transfers of assets accounted for as
secured loans rather than purchases.

• Other debt obligations

includes other

asset-backed

securities and money market instruments.

• Equity securities includes public equities and exchange-

traded funds.

See Note 4 for an overview of
the firm’s fair value
measurement policies, valuation techniques and significant
inputs used to determine the fair value of trading cash
instruments.

Significant Unobservable Inputs for Trading Cash
Instrument Assets
The table below presents the amount of level 3 assets, and
ranges and weighted averages of significant unobservable
inputs used to value level 3 trading cash instrument assets.

As of December 2022

As of December 2021

Amount or
Range

Weighted
Average

Amount or
Range

Weighted
Average

154
3.0% to 36.0%
35.8% to 76.1%
3.7% to 29.9%
0.9 to 12.3

$ in millions
Loans and securities backed by real estate
Level 3 assets
Yield
Recovery rate
Cumulative loss rate
Duration (years)
Corporate debt instruments
Level 3 assets
Yield
Recovery rate
Duration (years)
Other
Level 3 assets
Yield
Multiples
Duration (years)

1,238
1.1% to 34.3%
11.5% to 77.0%
0.3 to 20.3

342
2.8% to 47.8%
3.3x to 4.5x
1.2 to 14.4

289
14.2% 0.4% to 28.5%
9.7%
54.7% 5.1% to 86.5% 55.0%
10.4% 0.1% to 43.4% 17.7%
4.3

0.1 to 17.2

4.6

1,318
6.9% 0.0% to 18.0%

7.1%
48.0% 9.0% to 69.9% 52.0%
4.5

2.0 to 28.5

4.5

282
10.0% 1.1% to 44.8%
N/A
0.9 to 5.2

4.3x
6.1

9.4%
N/A
2.4

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

In the table above:

• Other includes government and agency obligations, state
and municipal obligations, other debt obligations, equity
securities and commodities.
the significant
unobservable inputs for multiples as of December 2021 did
not have a range (and there was no weighted average) as
each pertained to a single position. Therefore, such
unobservable inputs are not included in the table above.

In other,

• Ranges represent the significant unobservable inputs that
were used in the valuation of each type of trading cash
instrument.

• Weighted averages are calculated by weighting each input
by the relative fair value of the trading cash instruments.

• The ranges and weighted averages of these inputs are not
representative of
the appropriate inputs to use when
calculating the fair value of any one trading cash
instrument. For example, the highest recovery rate for
corporate debt instruments is appropriate for valuing a
instrument, but may not be
specific corporate debt
corporate debt
valuing
appropriate
instrument. Accordingly,
inputs do not
represent uncertainty in, or possible ranges of, fair value
measurements of level 3 trading cash instruments.

any other
the ranges of

for

• Increases in yield, duration or cumulative loss rate used in
the valuation of level 3 trading cash instruments would
have resulted in a lower fair value measurement, while
increases in recovery rate or multiples would have resulted
in a higher fair value measurement as of both December
2022 and December 2021. Due to the distinctive nature of
each level 3 trading cash instrument, the interrelationship
of inputs is not necessarily uniform within each product
type.

• Trading cash instruments are valued using discounted cash

flows.

Level 3 Rollforward for Trading Cash Instruments
The table below presents a summary of the changes in fair
value for level 3 trading cash instruments.

$ in millions
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

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

In the table above:

Year Ended December
2021

2022

1,889 $
167
(1,889)
1,271
(704)
(345)
1,680
(335)
1,734 $

(104) $
18
65
137
(106)
5
(89)
10
(64) $

1,237
80
52
1,241
(456)
(273)
272
(264)
1,889

(80)
6
(5)
36
(64)
13
(16)
6
(104)

• Changes in fair value are presented for all trading cash
instruments that are classified in level 3 as of the end of the
period.

• Net unrealized gains/(losses)

relates

to trading cash

instruments that were still held at period-end.

• Transfers between levels of the fair value hierarchy are
reported at the beginning of the reporting period in which
they occur. If a trading cash instrument was transferred to
level 3 during a reporting period, its entire gain or loss for
the period is classified in level 3.

• For level 3 trading cash instrument assets, increases are
shown as positive amounts, while decreases are shown as
negative amounts. For level 3 trading cash instrument
liabilities, increases are shown as negative amounts, while
decreases are shown as positive amounts.

• Level

are

cash

trading

instruments

frequently
economically hedged with level 1 and level 2 trading cash
instruments and/or level 1, level 2 or level 3 derivatives.
Accordingly, gains or losses that are classified in level 3 can
be partially offset by gains or losses attributable to level 1
or level 2 trading cash instruments and/or level 1, level 2 or
level 3 derivatives. As a result, gains or losses included in
the level 3 rollforward below do not necessarily represent
impact on the firm’s results of operations,
the overall
liquidity or capital resources.

Goldman Sachs 2022 Form 10-K

139

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

The table below presents information, by product type, for
assets included in the summary table above.

$ in millions
Loans and securities backed by real estate
Beginning balance
Net realized gains/(losses)
Net unrealized gains/(losses)
Purchases
Sales
Settlements
Transfers into level 3
Transfers out of level 3
Ending balance

Corporate debt 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

Other
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
2021

2022

289 $
11
(11)
51
(127)
(26)
19
(52)
154 $

1,318 $
29
(111)
607
(372)
(247)
278
(264)
1,238 $

282 $
127
(1,767)
613
(205)
(72)
1,383
(19)
342 $

334
12
3
135
(75)
(53)
42
(109)
289

797
57
28
894
(330)
(182)
207
(153)
1,318

106
11
21
212
(51)
(38)
23
(2)
282

In the table above, other includes government and agency
obligations, state and municipal obligations, other debt
obligations, equity securities and commodities.

Level 3 Rollforward Commentary for Trading Cash
Instruments
Year Ended December 2022. The net
realized and
unrealized losses on level 3 trading cash instrument assets of
$1.72 billion (reflecting $167 million of net realized gains and
$1.89 billion of net unrealized losses) for 2022 included gains/
(losses) of $(1.77) billion reported in market making and $54
million reported in interest income.

The net unrealized losses on level 3 trading cash instrument
assets for 2022 primarily reflected losses on certain equity
securities (included in other cash instruments), principally
driven by broad macroeconomic and geopolitical concerns.

Transfers into level 3 trading cash instrument assets during
2022 primarily reflected transfers of certain equity securities
(included in other cash instruments) and corporate debt
instruments from both level 1 and level 2 (in each case,
principally due to reduced price transparency as a result of a
lack of market evidence, including fewer market transactions
in these instruments).

Transfers out of level 3 trading cash instrument assets during
2022 primarily reflected transfers of certain corporate debt
instruments to level 2 (principally due to increased price
transparency as a result of market evidence, including market
transactions in these instruments).

Year Ended December 2021. The net
realized and
unrealized gains on level 3 trading cash instrument assets of
$132 million (reflecting $80 million of net realized gains and
$52 million of net unrealized gains) for 2021 included gains of
$45 million reported in market making and $87 million
reported in interest income.

The drivers of the net unrealized gains on level 3 trading cash
instrument assets for 2021 were not material.

Transfers into level 3 trading cash instrument assets during
2021 primarily reflected transfers of certain corporate debt
instruments
to certain
from level 2 (principally due
unobservable yield and duration inputs becoming significant
to the valuation of these instruments, and reduced price
transparency as a result of a lack of market evidence,
including fewer market transactions in these instruments).

Transfers out of level 3 trading cash instrument assets during
2021 primarily reflected transfers of certain corporate debt
instruments, and loans and securities backed by real estate to
level 2 (in each case, principally due to increased price
transparency as a result of market evidence, including market
transactions in these instruments, and certain unobservable
yield and duration inputs no longer being significant to the
valuation of these instruments).

140 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Fair Value of Derivatives by Level
The table below presents derivatives on a gross basis by level
and product type, as well as the impact of netting.

$ in millions
As of December 2022
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

As of December 2021
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

Level 1

Level 2

Level 3

Total

69 $ 269,590 $

–
–
–
113
182
–

2,577
494
1,609
967
6,347
(886)

9,690
103,450
38,331
49,481
470,542
(358,917)

700 $ 270,359
12,267
103,944
39,940
50,561
477,071
(359,803)
$ 182 $ 111,625 $ 5,461 $ 117,268
(1,079)
(56,776)
$ 59,413

–
–
–
(15)
(47)
–

(1,117)
(332)
(690)
(1,528)
(4,826)
886

(10,163)
(111,840)
(32,435)
(55,240)
(457,549)
358,917

(32) $(247,871) $ (1,159) $ (249,062)
(11,280)
(112,172)
(33,125)
(56,783)
(462,422)
359,803
(47) $ (98,632) $ (3,940) $ (102,619)
1,079
46,805
$ (54,735)

3,433
237
1,044
963
6,742
(804)

12,823
86,773
34,501
72,570
453,192
(329,164)

2 $ 246,525 $ 1,065 $ 247,592
16,256
–
87,010
–
35,545
–
73,566
33
459,969
35
(329,968)
–
35 $ 124,028 $ 5,938 $ 130,001
(1,924)
(64,117)
$ 63,960

(1,579)
(384)
(606)
(2,851)
(6,302)
804

(14,176)
(85,925)
(31,925)
(77,393)
(426,857)
329,164

(2) $ (217,438) $
–
–
–
(29)
(31)
–

(882) $ (218,322)
(15,755)
(86,309)
(32,531)
(80,273)
(433,190)
329,968
(31) $ (97,693) $ (5,498) $ (103,222)
1,924
49,345
$ (51,953)

In the table above:

• Gross fair values exclude the effects of both counterparty
netting and collateral netting, and therefore are not
representative of the firm’s exposure.

• Counterparty netting is reflected in each level to the extent
that receivable and payable balances are netted within the
same level and is included in counterparty netting in levels.
Where the counterparty netting is across levels, the netting
is included in cross-level counterparty netting.

• Derivative assets are shown as positive amounts and

derivative liabilities are shown as negative amounts.

the firm’s fair value
See Note 4 for an overview of
measurement policies, valuation techniques and significant
inputs used to determine the fair value of derivatives.

Significant Unobservable Inputs for Derivatives
The table below presents the amount of level 3 derivative
assets (liabilities), and ranges, averages and medians of
significant unobservable inputs used to value level 3
derivatives.

As of December 2022

As of December 2021

$ in millions, except inputs
Interest rates, net
Correlation
Volatility (bps)
Credit, net
Credit spreads (bps)
Upfront credit points
Recovery rates
Currencies, net
Correlation
Volatility
Commodities, net

Amount or
Range
(459)

Average/
Median

Amount or
Range
183

$
(10)% to 81% 61%/60% 25% to 81% 63%/62%
59/54

60/57

Average/
Median

31 to 100
1,854
1 to 568
2 to 100

31 to 101
1,460
5 to 935
(1) to 100

136/107
34/26
20% to 50% 40%/40% 20% to 50% 37%/40%

149/116
29/18

162

(147)

20% to 71% 40%/23% 20% to 71% 40%/41%
20% to 21% 20%/20% 19% to 19% 19%/19%

919

438

Volatility

20% to 118% 50%/46% 15% to 93% 32%/29%

Natural gas spread

Oil spread

Electricity price

Equities, net
Correlation
Volatility

$(3.21) to
$5.85

$12.68 to
$48.92

$3.00 to
$329.28

$(0.20)/
$(0.27)

$20.42/
$20.36

$47.19/
$39.69

$(1.33) to
$2.60

$8.64 to
$22.68

$1.50 to
$289.96

$(0.11)/
$(0.07)

$13.36/
$12.69

$37.42/
$32.20

(561)

$
(75)% to 100% 66%/75% (70)% to 99% 59%/62%
2% to 74% 13%/7% 3% to 150% 17%/17%

(1,888)

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.

Goldman Sachs 2022 Form 10-K

141

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

• Averages represent the arithmetic average of the inputs and
are not weighted by the relative fair value or notional
amount of the respective financial instruments. An average
greater than the median indicates that the majority of
inputs are below the average. For example, the difference
between the average and the median for credit spreads
indicates that the majority of the inputs fall in the lower
end of the range.

• The ranges, averages and medians of these inputs are not
representative of
the appropriate inputs to use when
calculating the fair value of any one derivative. For
example, the highest correlation for interest rate derivatives
is appropriate for valuing a specific interest rate derivative
but may not be appropriate for valuing any other interest
rate derivative. Accordingly, the ranges of inputs do not
represent uncertainty in, or possible ranges of, fair value
measurements of level 3 derivatives.

• Interest rates, currencies and equities derivatives are valued
using option pricing models, credit derivatives are valued
using option pricing, correlation and discounted cash flow
models, and commodities derivatives are valued using
option pricing and discounted cash flow models.

• The fair value of any one instrument may be determined
using multiple valuation techniques. For example, option
pricing models and discounted cash flow models are
typically used together to determine fair value. Therefore,
the level 3 balance encompasses both of these techniques.

• Correlation within currencies and equities includes cross-

product type correlation.

• Natural gas spread represents the spread per million British

thermal units of natural gas.

• Oil spread represents the spread per barrel of oil and

refined products.

• Electricity price represents the price per megawatt hour of

electricity.

of Significant Unobservable

Range
Derivatives
The following provides information about the ranges of
significant unobservable inputs used to value the firm’s level
3 derivative instruments:

Inputs

for

• 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.

142 Goldman Sachs 2022 Form 10-K

• Volatility. Ranges for volatility cover numerous underliers
across a variety of markets, maturities and strike prices.
For example, volatility of equity indices is generally lower
than volatility of single stocks.

• Credit spreads, upfront credit points and recovery
rates. The ranges for credit spreads, upfront credit points
and recovery rates cover a variety of underliers (index and
single names),
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.

regions,

• Commodity prices and spreads. The ranges

for
cover variability in

commodity prices and spreads
products, maturities and delivery locations.

Sensitivity of Fair Value Measurement to Changes in
Significant Unobservable Inputs for Derivatives
The following is a description of the directional sensitivity of
the firm’s level 3 fair value measurements to changes in
significant unobservable inputs,
in isolation, as of each
period-end:

• Correlation. In general, for contracts where the holder
benefits from the convergence of the underlying asset or
index prices (e.g.,
interest rates, credit spreads, foreign
inflation rates and equity prices), an
exchange rates,
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.

In general,

• Credit spreads, upfront credit points and recovery
the fair value of purchased credit
rates.
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.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Level 3 Rollforward for Derivatives
The table below presents a summary of the changes in fair
value for level 3 derivatives.

The table below presents information, by product type, for
derivatives included in the summary table above.

$ in millions
Total level 3 derivatives, 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

In the table above:

Year Ended December
2021

2022

440 $
839
1,817
510
(1,592)
100
(482)
(111)
1,521 $

1,175
265
452
501
(1,541)
(59)
(131)
(222)
440

• Changes in fair value are presented for all derivative assets
and liabilities that are classified in level 3 as of the end of
the period.

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

were still held at period-end.

• Transfers between levels of the fair value hierarchy are
reported at the beginning of the reporting period in which
they occur. If a derivative was transferred into level 3
during a reporting period, its entire gain or loss for the
period is classified in level 3.

• Positive amounts for transfers into level 3 and negative
amounts for transfers out of level 3 represent net transfers
of derivative assets. Negative amounts for transfers into
level 3 and positive amounts for transfers out of level 3
represent net transfers of derivative liabilities.

• A derivative with level 1 and/or level 2 inputs is classified in
level 3 in its entirety if it has at least one significant level 3
input.

• If there is one significant level 3 input, the entire gain or
loss from adjusting only observable inputs (i.e., level 1 and
level 2 inputs) is classified in level 3.

• Gains or losses that have been classified in level 3 resulting
from changes in level 1 or level 2 inputs are frequently
offset by gains or losses attributable to level 1 or level 2
derivatives and/or level 1, level 2 and level 3 trading cash
instruments. As a result, gains/(losses) included in the level
3 rollforward below do not necessarily represent the overall
liquidity or
impact on the firm’s results of operations,
capital resources.

$ 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

Year Ended December
2021

2022

183 $
88
137
50
(585)
(20)
(13)
(299)
(459) $

1,854 $
217
(343)
107
(90)
(27)
(21)
(237)
1,460 $

(147) $
95
270
41
(36)
19
(83)
3
162 $

438 $
(59)
741
31
(30)
(245)
182
(139)
919 $

267
72
316
124
(341)
18
2
(275)
183

1,778
(21)
409
53
(217)
(77)
(70)
(1)
1,854

(338)
9
155
7
(10)
32
(17)
15
(147)

300
(80)
355
42
(15)
(149)
(3)
(12)
438

$ (1,888) $

(832)
285
498
(783)
1,012
275
281
(958)
(851)
117
373
(43)
(547)
51
561
(561) $ (1,888)

Goldman Sachs 2022 Form 10-K

143

The net unrealized gains on level 3 derivatives for 2021 were
primarily attributable to gains on certain credit and currency
derivatives (in each case, primarily reflecting the impact of
changes
in foreign exchange rates), gains on certain
commodity derivatives (primarily reflecting the impact of an
increase in commodity prices) and gains on certain interest
rate derivatives (primarily reflecting the impact of an increase
in interest rates), partially offset by losses on certain equity
derivatives (primarily reflecting the impact of an increase in
equity prices).

The drivers of transfers into level 3 derivatives during 2021
were not material.

Transfers out of level 3 derivatives during 2021 primarily
reflected transfers of certain interest rate derivative assets to
level 2 (principally due to increased transparency of certain
volatility inputs used to value these derivatives).

Fair Value of Investments by Level
The table below presents investments accounted for at fair
value by level within the fair value hierarchy.

$ in millions
As of December 2022
Government and agency obligations:

Level 1

Level 2

Level 3

Total

U.S.
Non-U.S.

Corporate debt securities
Securities backed by real estate
Money market instruments
Other debt obligations
Equity securities
Subtotal
Investments in funds at NAV
Total investments

– $

66
2,950
176
957
3
3,227

$ 47,055 $
2,169
145
–
48
–
1,522

– $ 47,055
2,235
–
10,098
7,003
1,003
827
1,005
–
256
259
13,605
8,856
$ 50,939 $ 7,379 $ 16,942 $ 75,260
2,941
$ 78,201

As of December 2021
Government and agency obligations:

U.S.
Non-U.S.

Corporate debt securities
Securities backed by real estate
Money market instruments
Other debt obligations
Equity securities
Subtotal
Investments in funds at NAV
Total investments

– $
–
5,201
1,202
1,355
35
7,088

$ 46,322 $
2,612
65
–
41
–
2,135

– $ 46,322
2,612
–
9,793
4,527
2,280
1,078
1,396
–
417
382
17,138
7,915
$ 51,175 $ 14,881 $ 13,902 $ 79,958
3,469
$ 83,427

See Note 4 for an overview of
the firm’s fair value
measurement policies, valuation techniques and significant
inputs used to determine the fair value of investments.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Level 3 Rollforward Commentary for Derivatives
Year Ended December 2022. The net
realized and
unrealized gains on level 3 derivatives of $2.66 billion
(reflecting $839 million of net realized gains and $1.82 billion
of net unrealized gains) for 2022 included gains of $2.65
billion reported in market making and gains of $3 million
reported in other principal transactions.

The net unrealized gains on level 3 derivatives for 2022 were
attributable to gains on certain equity derivatives (primarily
reflecting the impact of a decrease in equity prices), gains on
certain commodity derivatives
(primarily reflecting the
impact of an increase in commodity prices), gains on certain
currency derivatives (primarily reflecting the impact of
changes in foreign exchange rates and an increase in interest
rates), and gains on certain interest rate derivatives (primarily
reflecting the impact of an increase in interest rates), partially
offset by losses on certain credit derivatives (primarily
reflecting the impact of an increase in interest rates).

Transfers into level 3 derivatives during 2022 primarily
reflected transfers of certain equity derivative liabilities from
level 2 (principally due to decreased transparency of certain
these
unobservable
inputs
derivatives), partially offset by
certain
commodity derivative assets from level 2 (principally due to
inputs becoming
certain unobservable
significant to the valuation of these derivatives).

to
transfers of

electricity price

volatility

value

used

Transfers out of level 3 derivatives during 2022 primarily
reflected transfers of certain interest rate derivative assets to
level 2 (principally due to certain unobservable volatility
inputs no longer being significant to the valuation of these
derivatives), certain credit derivative assets
to level 2
(principally due to certain unobservable credit spread inputs
to the net risk of certain
no longer being significant
portfolios), and certain commodity derivative assets to level 2
(principally due to certain unobservable natural gas spread
and electricity price inputs no longer being significant to the
valuation of these derivatives), partially offset by transfers of
certain equity derivative liabilities to level 2 (principally due
to certain unobservable volatility inputs no longer being
significant to the valuation of these derivatives).

Year Ended December 2021. The net
realized and
unrealized gains on level 3 derivatives of $717 million
(reflecting $265 million of net realized gains and $452 million
of net unrealized gains)
for 2021 included gains of
$700 million reported in market making and gains of
$17 million reported in other principal transactions.

144 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Significant Unobservable Inputs for Investments
The table below presents the amount of level 3 investments,
and ranges and weighted averages of significant unobservable
inputs used to value such investments.

$ in millions

As of December 2022

As of December 2021

Amount or
Range

Weighted
Average

Amount or
Range

Weighted
Average

827
8.0% to 20.3%

7,003
5.0% to 21.8%
10.0% to 70.0%
1.3 to 5.7
1.8x to 83.4x

Corporate debt securities
Level 3 assets
Yield
Recovery rate
Duration (years)
Multiples
Securities backed by real estate
Level 3 assets
Yield
Recovery rate
Duration (years)
Other debt obligations
Level 3 assets
Yield
Duration (years)
Equity securities
Level 3 assets
Multiples
Discount rate/yield
Capitalization rate

8,856
0.5x to 34.3x
5.4% to 38.5%
4.0% to 10.8%

256
5.2% to 8.4%
N/A

N/A
0.6 to 4.2

In the table above:

4,527
11.6% 2.0% to 29.0%
55.5% 9.1% to 76.0%
1.4 to 6.4
0.5x to 28.2x

3.3
8.3x

1,078
14.6% 8.3% to 20.3%
N/A 55.1% to 61.0%
0.1 to 2.6

4.1

382
7.4% 2.3% to 10.6%
0.9 to 9.3
N/A

8.3x

7,915
0.4x to 30.5x
14.6% 2.0% to 35.0%
5.4% 3.5% to 14.0%

10.8%
59.1%
3.8
6.9x

13.1%
56.4%
1.2

3.2%
4.8

10.1x
14.1%
5.7%

• 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.

• The significant unobservable inputs for recovery rate
(related to securities backed by real estate) and for duration
(related to other debt obligations) as of December 2022 did
not have a range (and there was no weighted average) as
each pertained to a single position. Therefore, such
unobservable inputs are not included in the table above.

Level 3 Rollforward for Investments
The table below presents a summary of the changes in fair
value for level 3 investments.

$ in millions
Beginning balance
Net realized gains/(losses)
Net unrealized gains/(losses)
Purchases
Sales
Settlements
Transfers into level 3
Transfers out of level 3
Ending balance

2022

Year Ended December
2021
$ 13,902 $ 16,423
449
1,263
1,600
(2,135)
(3,265)
3,080
(3,513)
$ 16,942 $ 13,902

563
(1,649)
2,362
(1,514)
(1,995)
6,345
(1,072)

• Ranges represent the significant unobservable inputs that

In the table above:

were used in the valuation of each type of investment.

• Changes in fair value are presented for all investments that

• Weighted averages are calculated by weighting each input

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

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

were still held at period-end.

• Transfers between levels of the fair value hierarchy are
reported at the beginning of the reporting period in which
they occur. If an investment was transferred to level 3
during a reporting period, its entire gain or loss for the
period is classified in level 3.

• For level 3 investments, increases are shown as positive
amounts, while decreases are shown as negative amounts.

by the relative fair value of the investment.

• The ranges and weighted averages of these inputs are not
representative of
the appropriate inputs to use when
calculating the fair value of any one investment. For
example, the highest multiple for private equity securities is
appropriate for valuing a specific private equity security
but may not be appropriate for valuing any other private
equity security. Accordingly, the ranges of inputs do not
represent uncertainty in, or possible ranges of, fair value
measurements of level 3 investments.

• Increases in yield, discount rate, capitalization rate or
duration used in the valuation of level 3 investments would
have resulted in a lower fair value measurement, while
increases in recovery rate or multiples would have resulted
in a higher fair value measurement as of both December
2022 and December 2021. Due to the distinctive nature of
each level 3 investment, the interrelationship of inputs is
not necessarily uniform within each product type.

• Corporate debt securities, securities backed by real estate
and other debt obligations are valued using discounted cash
flows, and equity securities are valued using market
comparables and discounted cash flows.

Goldman Sachs 2022 Form 10-K

145

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

The table below presents information, by product type, for
investments included in the summary table above.

$ in millions
Corporate 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

Securities backed by real estate
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 debt obligations
Beginning balance
Net realized gains/(losses)
Net unrealized gains/(losses)
Purchases
Sales
Settlements
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

Year Ended December
2021

2022

4,527 $
352
(173)
1,007
(125)
(1,117)
2,790
(258)
7,003 $

1,078 $
42
(338)
199
(169)
(320)
344
(9)
827 $

382 $
12
(5)
25
(6)
(147)
(5)
256 $

5,286
167
311
431
(594)
(1,876)
1,871
(1,069)
4,527

998
45
6
182
(44)
(234)
142
(17)
1,078

497
12
1
63
–

(96)
(95)
382

7,915 $
157
(1,133)
1,131
(1,214)
(411)
3,211
(800)
8,856 $

9,642
225
945
924
(1,497)
(1,059)
1,067
(2,332)
7,915

Level 3 Rollforward Commentary for Investments
Year Ended December 2022. The net
realized and
unrealized losses on level 3 investments of $1.09 billion
(reflecting $563 million of net realized gains and $1.65 billion
of net unrealized losses) for 2022 included gains/(losses) of
$(1.52) billion reported in other principal transactions and
$433 million reported in interest income.

The net unrealized losses on level 3 investments for 2022
primarily reflected losses on certain equity securities and
corporate debt securities (in each case, principally driven by
broad macroeconomic and geopolitical
concerns) and
securities backed by real estate (principally driven by an
increase in interest rates).

146 Goldman Sachs 2022 Form 10-K

Transfers into level 3 investments during 2022 primarily
reflected transfers of certain equity securities and corporate
debt securities from level 2 (in each case, principally due to
reduced price transparency as a result of a lack of market
in these
evidence,
instruments), and transfers of
certain corporate debt
securities from level 2 (due to certain unobservable yield and
duration inputs becoming significant to the valuation of these
instruments).

including fewer market

transactions

Transfers out of level 3 investments during 2022 primarily
reflected transfers of certain equity securities and corporate
debt securities to level 2 (in each case, principally due to
increased price transparency as a result of market evidence,
including market
transactions in these instruments and
certain unobservable yield and duration inputs no longer
being significant to the valuation of these instruments).

realized and
Year Ended December 2021. The net
unrealized gains on level 3 investments of $1.71 billion
(reflecting $449 million of net realized gains and $1.26 billion
of net unrealized gains)
for 2021 included gains of
$1.53 billion reported in other principal transactions and
$180 million reported in interest income.

The net unrealized gains on level 3 investments for 2021
primarily reflected gains on certain private equity securities
and corporate debt securities (in each case, principally driven
by corporate performance and company-specific events).

Transfers into level 3 investments during 2021 primarily
reflected transfers of certain corporate debt securities from
level 2 (principally due to reduced price transparency as a
result of a lack of market evidence, including fewer market
transactions in these instruments, and certain unobservable
to the
yield and duration inputs becoming significant
valuation of
these instruments) and transfers of certain
private equity securities from level 2 (principally due to
reduced price transparency as a result of a lack of market
in these
evidence,
instruments).

including fewer market

transactions

Transfers out of level 3 investments during 2021 primarily
reflected transfers of certain private equity securities to level
2 (principally due to increased price transparency as a result
of market evidence, including market transactions in these
instruments) and transfers of certain corporate debt securities
to level 2 (principally due to certain unobservable yield and
duration inputs no longer being significant to the valuation of
these instruments, and increased price transparency as a
result of market evidence, including market transactions of
these instruments).

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Fair Value of Loans by Level
The table below presents loans held for investment accounted
for at fair value under the fair value option by level within
the fair value hierarchy.

$ in millions
As of December 2022
Loan Type
Corporate
Real estate:

Commercial
Residential

Other collateralized
Other
Total

As of December 2021

Loan Type
Corporate
Real estate:

Commercial
Residential

Other collateralized
Other
Total

Level 1

Level 2

Level 3

Total

– $

359 $

637 $

996

–
–
–
–
– $

435
4,437
576
11
5,818 $

711
74
140
275
1,837 $

1,146
4,511
716
286
7,655

– $

937 $

672 $

1,609

–
–
–
–
– $

605
5,980
726
167
8,415 $

983
205
229
265

1,588
6,185
955
432
2,354 $ 10,769

The gains/(losses) as a result of changes in the fair value of
loans held for investment for which the fair value option was
elected were $(367) million for 2022 and $216 million for
2021. These gains/(losses) were included in other principal
transactions.

Significant Unobservable Inputs for Loans
The table below presents the amount of level 3 loans, and
ranges and weighted averages of significant unobservable
inputs used to value such loans.

As of December 2022

As of December 2021

Amount or
Range

Weighted
Average

Amount or
Range

Weighted
Average

$ in millions
Corporate
Level 3 assets
Yield
Recovery rate
Duration (years)
Real estate
Level 3 assets
Yield
Recovery rate
Duration (years)
Other collateralized
Level 3 assets
$
Yield
Duration (years)
Other
Level 3 assets
Yield
Duration (years)

637
4.1% to 26.9%
23.1% to 95.0%
1.6 to 3.3

785
3.0% to 27.0%
3.6% to 66.2%
0.6 to 6.7

140
5.8% to 12.7%
2.5 to 2.9

275
9.4% to 10.0%
N/A

672

9.6% 1.5% to 55.6% 17.8%
46.6%
2.5

66.0% 20.0% to 92.0%
1.0 to 4.3

2.6

1,188

16.1% 2.1% to 20.0% 13.2%
54.4% 3.8% to 99.5% 43.7%
1.7

0.1 to 4.0

2.5

229
1.8% to 4.3%
0.9 to 6.8

7.7%
2.7

265
9.9% 3.8% to 18.7%
2.9 to 5.5
N/A

3.3%
3.2

7.9%
3.6

In the table above:

• Ranges represent the significant unobservable inputs that

were used in the valuation of each type of loan.

• Weighted averages are calculated by weighting each input

by the relative fair value of the loan.

• The ranges and weighted averages of these inputs are not
representative of
the appropriate inputs to use when
calculating the fair value of any one loan. For example, the
highest yield for real estate loans is appropriate for valuing
a specific real estate loan but may not be appropriate for
valuing any other real estate loan. Accordingly, the ranges
of inputs do not represent uncertainty in, or possible ranges
of, fair value measurements of level 3 loans.

• Increases in yield or duration used in the valuation of level
3 loans would have resulted in a lower
fair value
measurement, while increases in recovery rate would have
resulted in a higher fair value measurement as of both
December 2022 and December 2021. Due to the distinctive
nature of each level 3 loan, the interrelationship of inputs is
not necessarily uniform within each product type.

• Loans are valued using discounted cash flows.

• The significant unobservable inputs for duration related to
other loans as of December 2022 did not have a range (and
there was no weighted average) as it related to a purchased
portfolio of revolving loans with a single duration.

Level 3 Rollforward for Loans
The table below presents a summary of the changes in fair
value for level 3 loans.

$ in millions
Beginning balance
Net realized gains/(losses)
Net unrealized gains/(losses)
Purchases
Sales
Settlements
Transfers into level 3
Transfers out of level 3
Ending balance

In the table above:

Year Ended December
2021
2,678
99
(33)
272
(54)
(668)
369
(309)
2,354

2022
2,354 $
82
(129)
113
(82)
(403)
236
(334)
1,837 $

• Changes in fair value are presented for loans that are

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

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

held at period-end.

• Purchases includes originations and secondary purchases.

• Transfers between levels of the fair value hierarchy are
reported at the beginning of the reporting period in which
they occur. If a loan was transferred to level 3 during a
reporting period, its entire gain or loss for the period is
classified in level 3.

Goldman Sachs 2022 Form 10-K

147

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

The table below presents information, by loan type, for loans
included in the summary table above.

$ in millions
Corporate
Beginning balance
Net realized gains/(losses)
Net unrealized gains/(losses)
Purchases
Sales
Settlements
Transfers into level 3
Transfers out of level 3
Ending balance

Real estate
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 collateralized
Beginning balance
Net realized gains/(losses)
Net unrealized gains/(losses)
Purchases
Settlements
Transfers into level 3
Transfers out of level 3
Ending balance

Other
Beginning balance
Net realized gains/(losses)
Net unrealized gains/(losses)
Purchases
Sales
Settlements
Transfers out of level 3
Ending balance

Year Ended December

2022

2021

672
29
(40)
27
(74)
(95)
121
(3)
637

1,188
45
(108)
65
(8)
(233)
102
(266)
785

229
3
(2)
3
(55)
13
(51)
140

265
5
21
18
–
(20)
(14)
275

896
30
(34)
81
(17)
(228)
37
(93)
672

1,364
57
(62)
78
(10)
(353)
242
(128)
1,188

97
1
(1)
62
(20)
90
–
229

321
11
64
51
(27)
(67)
(88)
265

Level 3 Rollforward Commentary for Loans
Year Ended December 2022. The net
realized and
unrealized losses on level 3 loans of $47 million (reflecting
$82 million of net realized gains and $129 million of net
unrealized losses) for 2022 included gains/(losses) of $(78)
million reported in other principal transactions and $31
million reported in interest income.

The net unrealized losses on level 3 loans for 2022 primarily
reflected losses on certain loans backed by real estate
(principally due to the impact of an increase in interest rates).

Transfers into level 3 loans during 2022 primarily reflected
transfers of certain corporate loans and loans backed by real
estate from level 2 (in each case, 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 loans during 2022 primarily reflected
transfers of certain loans backed by real estate to level 2
(principally due to increased price transparency as a result of
market evidence,
transactions in these
instruments).

including market

Year Ended December 2021. The net
realized and
unrealized gains on level 3 loans of $66 million (reflecting $99
million of net realized gains and $33 million of net unrealized
losses) for 2021 included gains of $42 million reported in
other principal transactions and $24 million reported in
interest income.

The drivers of net unrealized losses on level 3 loans for 2021
were not material.

Transfers into level 3 loans during 2021 primarily reflected
transfers of certain loans backed by real estate from level 2
(principally due to certain unobservable yield and duration
inputs becoming significant
these
instruments) and transfers of certain other collateralized
from level 2 (principally due to reduced price
loans
transparency as a result of a lack of market evidence,
including fewer market transactions in these instruments).

to the valuation of

Transfers out of level 3 loans during 2021 primarily reflected
transfers of certain loans backed by real estate, corporate
loans and other loans to level 2 (in each case, principally due
to increased price transparency as a result of market
evidence, including market transactions in these instruments).

148 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Fair Value of Other Financial Assets and Liabilities by
Level
The table below presents, by level within the fair value
hierarchy, other financial assets and liabilities at fair value,
substantially all of which are accounted for at fair value
under the fair value option.

$ in millions
As of December 2022
Assets
Resale agreements
Securities borrowed
Customer and other receivables
Other assets
Total

Liabilities
Deposits
Repurchase agreements
Securities loaned
Other secured financings
Unsecured borrowings:
Short-term
Long-term
Other liabilities
Total

As of December 2021
Assets
Resale agreements
Securities borrowed
Customer and other receivables
Total

Liabilities
Deposits
Repurchase agreements
Securities loaned
Other secured financings
Unsecured borrowings:
Short-term
Long-term
Other liabilities
Total

Level 1

Level 2

Level 3

Total

– $ 225,117 $
–
–
–
– $ 263,791 $

38,578
25
71

– $ 225,117
38,578
–
25
–
74
145
74 $ 263,865

– $ (13,003) $ (2,743) $ (15,746)
(110,349)
–
(4,372)
–
(12,756)
–

(110,349)
(4,372)
(10,914)

–
–
(1,842)

(35,641)
(63,081)
(74)

(39,731)
–
(73,147)
–
–
(159)
– $ (237,434) $ (18,826) $(256,260)

(4,090)
(10,066)
(85)

– $ 205,703 $
–
–
– $ 245,700 $

39,955
42

– $ 205,703
39,955
–
42
–
– $ 245,700

– $ (31,812) $ (3,613) $ (35,425)
(165,883)
–
(9,170)
–
(17,074)
–

(165,883)
(9,170)
(14,508)

–
–
(2,566)

(22,003)
(42,977)
(213)

(29,832)
–
(52,390)
–
(359)
–
– $ (286,566) $ (23,567) $ (310,133)

(7,829)
(9,413)
(146)

In the table above, other financial assets are shown as
positive amounts and other financial liabilities are shown as
negative amounts.

See Note 4 for an overview of
the firm’s fair value
measurement policies, valuation techniques and significant
inputs used to determine the fair value of other financial
assets and liabilities.

Significant Unobservable Inputs for Other Financial
Instruments at Fair Value
See below for information about the significant unobservable
inputs used to value level 3 other financial liabilities at fair
value as of both December 2022 and December 2021.

Other Secured Financings. The ranges and weighted
averages of significant unobservable inputs used to value level
3 other secured financings are presented below. These ranges
and weighted averages exclude unobservable inputs that are
only relevant to a single instrument, and therefore are not
meaningful.

As of December 2022:

• Yield: 4.5% to 9.4% (weighted average: 5.9%)

• Duration: 0.6 to 5.1 years (weighted average: 2.2 years)

As of December 2021:

• Yield: 1.3% to 6.4% (weighted average: 2.1%)

• Duration: 0.6 to 7.1 years (weighted average: 3.7 years)

Generally, increases in yield or duration, in isolation, would
have resulted in a lower fair value measurement as of period-
end. Due to the distinctive nature of each of level 3 other
secured financings, the interrelationship of inputs is not
necessarily uniform across such financings. See Note 11 for
further information about other secured financings.

Deposits, Unsecured Borrowings and Other Assets
and Liabilities. Substantially all of the firm’s deposits,
unsecured short- and long-term borrowings, and other assets
and liabilities that are classified in level 3 are hybrid financial
instruments. As the significant unobservable inputs used to
value hybrid financial instruments primarily relate to the
embedded derivative component of these deposits, unsecured
borrowings
these
assets
unobservable inputs are incorporated in the firm’s derivative
disclosures. See Note 12 for further information about other
assets, Note 13 for further information about deposits, Note
14 for further information about unsecured borrowings and
Note 15 for further information about other liabilities.

liabilities,

other

and

Goldman Sachs 2022 Form 10-K

149

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Level 3 Rollforward for Other Financial Instruments at
Fair Value
The table below presents a summary of the changes in fair
value for level 3 other financial instruments accounted for at
fair value.

$ in millions
Assets
Beginning balance
Net unrealized gains/(losses)
Purchases
Ending balance

Liabilities
Beginning balance
Net realized gains/(losses)
Net unrealized gains/(losses)
Issuances
Settlements
Transfers into level 3
Transfers out of level 3
Ending balance

In the table above:

Year Ended December
2021

2022

– $

65
9
74 $

–
–
–
–

$ (23,567) $ (28,058)
(401)
825
(12,632)
14,930
(736)
2,505
$ (18,826) $ (23,567)

(311)
4,459
(10,090)
10,255
(1,851)
2,279

• Changes in fair value are presented for all other financial
instruments that are classified in level 3 as of the end of the
period.

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

instruments that were still held at period-end.

• Transfers between levels of the fair value hierarchy are
reported at the beginning of the reporting period in which
they occur. If a financial instrument was transferred to
level 3 during a reporting period, its entire gain or loss for
the period is classified in level 3.

• For level 3 other financial assets, increases are shown as
positive amounts, while decreases are shown as negative
amounts. For level 3 other financial liabilities, increases are
shown as negative amounts, while decreases are shown as
positive amounts.

• Level 3 other

financial

instruments are

frequently
economically hedged with trading assets and liabilities.
Accordingly, gains or losses that are classified in level 3 can
be partially offset by gains or losses attributable to level 1,
2 or 3 trading assets and liabilities. As a result, gains or
losses included in the level 3 rollforward below do not
necessarily represent
impact on the firm’s
the overall
results of operations, liquidity or capital resources.

150 Goldman Sachs 2022 Form 10-K

The table below presents information, by the consolidated
balance sheet
for liabilities included in the
summary table above.

line items,

$ in millions
Deposits
Beginning balance
Net realized gains/(losses)
Net unrealized gains/(losses)
Issuances
Settlements
Transfers into level 3
Transfers out of level 3
Ending balance

Repurchase agreements
Beginning balance
Net unrealized gains/(losses)
Settlements
Ending balance

Other secured financings
Beginning balance
Net realized gains/(losses)
Net unrealized gains/(losses)
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)
Issuances
Settlements
Transfers into level 3
Transfers out of level 3
Ending balance

Other liabilities
Beginning balance
Net unrealized gains/(losses)
Ending balance

Year Ended December
2021

2022

$ (3,613) $ (4,221)
(28)
(110)
(473)
1,203
(70)
86
$ (2,743) $ (3,613)

(5)
391
(937)
1,264
(13)
170

– $
–
–
– $

(2)
1
1
–

$ (2,566) $ (3,474)
(27)
63
(145)
779
(135)
373
$ (1,842) $ (2,566)

(12)
31
(621)
850
(110)
586

$ (7,829) $ (7,523)
(134)
374
(7,878)
7,188
(163)
307
$ (4,090) $ (7,829)

(112)
730
(3,497)
6,201
(265)
682

$ (9,413) $ (12,576)
(212)
381
(4,136)
5,759
(368)
1,739
$ (10,066) $ (9,413)

(182)
3,246
(5,035)
1,940
(1,463)
841

(146) $
61
(85) $

(262)
116
(146)

Level 3 Rollforward Commentary for Other Financial
Instruments at Fair Value
Year Ended December 2022. The net
realized and
unrealized gains on level 3 other financial liabilities of $4.15
billion (reflecting $311 million of net realized losses and $4.46
billion of net unrealized gains) for 2022 included gains/
(losses) of $3.60 billion reported in market making, $64
million reported in other principal transactions and $(21)
million reported in interest expense in the consolidated
statements of earnings, and $503 million reported in debt
in the consolidated statements of
valuation adjustment
comprehensive income.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

The net unrealized gains on level 3 other financial liabilities
for 2022 primarily reflected gains on certain hybrid financial
instruments included in unsecured long- and short-term
borrowings (principally due to a decrease in global equity
prices and an increase in interest rates).

Transfers into level 3 other financial liabilities during 2022
primarily reflected transfers of certain hybrid financial
instruments included in unsecured long- and short-term
from level 2 (principally due to reduced
borrowings
transparency of certain volatility and correlation inputs used
to value these instruments).

Transfers out of level 3 other financial liabilities during 2022
primarily reflected transfers of certain hybrid financial
instruments included in unsecured long- and short-term
borrowings to level 2 (principally due to increased price
transparency of certain volatility and correlation inputs used
to value these instruments) and transfers of certain other
secured financings 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 2021. The net
realized and
unrealized gains on level 3 other financial liabilities of $424
million (reflecting $401 million of net realized losses and $825
million of net unrealized gains) for 2021 included gains/
(losses) of $355 million reported in market making, $32
million reported in other principal transactions and $(20)
million reported in interest expense in the consolidated
statements of earnings, and $57 million reported in debt
valuation adjustment
in the consolidated statements of
comprehensive income.

The net unrealized gains on level 3 other financial liabilities
for 2021 primarily reflected gains on certain hybrid financial
instruments included in unsecured long- and short-term
borrowings (principally due to an increase in interest rates).

Transfers into level 3 other financial liabilities during 2021
primarily reflected transfers of certain hybrid financial
instruments included in unsecured long- and short-term
borrowings from level 2 (principally due to reduced price
transparency of certain volatility and correlation inputs used
secured
to value these instruments) and certain other
financings from level 2 (principally due to reduced price
transparency of certain yield and duration inputs used to
value these instruments).

Transfers out of level 3 other financial liabilities during 2021
primarily reflected transfers of certain hybrid financial
instruments included in unsecured long- and short-term
borrowings to level 2 (principally due to increased price
transparency of certain volatility and correlation inputs used
to value
instruments, and certain unobservable
volatility inputs no longer being significant to the valuation
of these instruments) and certain other secured financings to
level 2 (principally due to increased price transparency of
certain yield and duration inputs used to value these
instruments).

these

Note 6.
Trading Assets and Liabilities

Trading assets and liabilities include trading cash instruments
and derivatives held in connection with the firm’s market-
making or risk management activities. These assets and
liabilities are carried at fair value either under the fair value
option or in accordance with other U.S. GAAP, and the
related fair value gains and losses are generally recognized in
the consolidated statements of earnings.

The table below presents a summary of trading assets and
liabilities.

$ in millions
As of December 2022
Trading cash instruments
Derivatives
Total

As of December 2021
Trading cash instruments
Derivatives
Total

Trading
Assets

Trading
Liabilities

$ 241,832
59,413
$ 301,245

$ 136,589
54,735
$ 191,324

$ 311,956
63,960
$ 375,916

$ 129,471
51,953
$ 181,424

See Note 5 for further information about
trading cash
instruments and Note 7 for further information about
derivatives.

Goldman Sachs 2022 Form 10-K

151

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Gains and Losses from Market Making
The table below presents market making revenues by major
product type.

$ in millions
Interest rates
Credit
Currencies
Equities
Commodities
Total

In the table above:

2021

Year Ended December
2022

2020
$ (4,890) $ (2,664) $ 6,074
3,269
(3,312)
6,792
2,605
$ 18,634 $ 15,357 $ 15,428

1,095
11,662
7,734
3,033

1,739
5,627
8,459
2,196

• Gains/(losses) include both realized and unrealized gains
and losses. Gains/(losses) exclude related interest income
and interest expense. See Note 23 for further information
about interest income and interest expense.

• Gains/(losses) included in market making are primarily
related to the firm’s trading assets and liabilities, including
both derivative and non-derivative financial instruments.

• Gains/(losses) are not representative of the manner in
which the firm manages its business activities because
many of the firm’s market-making and client facilitation
strategies utilize financial
instruments across various
product types. Accordingly, gains or losses in one product
type frequently offset gains or losses in other product types.
For example, most of the firm’s longer-term derivatives
across product types are sensitive to changes in interest
rates and may be economically hedged with interest rate
swaps. Similarly, a significant portion of the firm’s trading
cash instruments and derivatives across product types has
exposure to foreign currencies and may be economically
hedged with foreign currency contracts.

Note 7.
Derivatives and Hedging Activities

Derivative Activities
Derivatives are instruments that derive their value from
underlying asset prices, indices, reference rates and other
inputs, or a combination of these factors. Derivatives may be
traded on an exchange (exchange-traded) or they may be
privately negotiated contracts, which are usually referred to
as OTC derivatives. Certain of the firm’s OTC derivatives
are
clearing
counterparties (OTC-cleared), while others are bilateral
contracts between two counterparties (bilateral OTC).

through

cleared

central

settled

and

152 Goldman Sachs 2022 Form 10-K

Market Making. As a market maker, the firm enters into
derivative transactions to provide liquidity to clients and to
facilitate the transfer and hedging of their risks. In this role,
the firm typically acts as principal and is required to commit
capital to provide execution, and maintains market-making
positions in response to, or in anticipation of, client demand.

Risk Management. The firm also enters into derivatives to
actively manage risk exposures that arise from its market-
making and investing and financing activities. The firm’s
holdings and exposures are hedged, in many cases, on either a
portfolio or risk-specific basis, as opposed to an instrument-
by-instrument basis. The offsetting impact of this economic
hedging is reflected in the same business segment as the
the firm may enter into
related revenues.
derivatives designated as hedges under U.S. GAAP. These
derivatives are used to manage interest rate exposure of
certain fixed-rate unsecured borrowings and deposits and
certain U.S. government securities classified as available-for-
foreign exchange risk of certain available-for-sale
sale,
securities and the net
in certain non-U.S.
operations, and the price risk of certain commodities.

In addition,

investment

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
commodities or
option writer
currencies within a defined time period for a specified
price.

instruments,

financial

credit

support agreements

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
(cash collateral
netting). Derivative assets are included in trading assets and
derivative liabilities are included in trading liabilities.
Realized and unrealized gains and losses on derivatives not
designated as hedges are included in market making (for
derivatives
included in Fixed Income, Currency and
Commodities (FICC) and Equities within Global Banking &
Markets), and other principal transactions (for derivatives
included in Investment banking fees and Other within Global
Banking & Markets, as well as derivatives in Asset & Wealth
Management) in the consolidated statements of earnings. For
both 2022 and 2021, substantially all of the firm’s derivatives
were included in Global Banking & Markets.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

The tables below present the gross fair value and the notional
amounts of derivative contracts by major product type, the
amounts of counterparty and cash collateral netting in the
consolidated balance sheets, as well as cash and securities
collateral posted and received under enforceable credit
support agreements that do not meet the criteria for netting
under U.S. GAAP.

As of December 2022

As of December 2021

Derivative
Assets

Derivative
Liabilities

Derivative
Assets

Derivative
Liabilities

1,385
72,979
174,687
249,051
1,802
9,478
11,280
22
589
111,276
111,887
9,542
838
22,745
33,125
26,607
19
30,157
56,783
462,126

675 $

74,297
195,052
270,024
1,516
10,751
12,267
1,041
520
102,301
103,862
9,225
698
30,017
39,940
26,302
685
23,574
50,561
476,654

$ 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
OTC-cleared
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

–
335
335
29
53
82
417

–
11
11
29
256
285
296
$ 477,071 $ 462,422

256 $

13,795
232,595
246,646
3,665
12,591
16,256
417
423
86,076
86,916
6,534
652
28,359
35,545
33,840
8
39,718
73,566
458,929

557
12,692
205,073
218,322
4,053
11,702
15,755
10
338
85,795
86,143
6,189
373
25,969
32,531
35,518
5
44,750
80,273
433,024

1
945
946
34
60
94
1,040

–
–
–
27
139
166
166
$ 459,969 $ 433,190

Offset in the consolidated balance sheets
Exchange-traded
OTC-cleared
Bilateral OTC
Counterparty netting
OTC-cleared
Bilateral OTC
Cash collateral netting
Total amounts offset

$ (31,229) $ (31,229) $ (35,724) $ (35,724)
(16,979)
(279,189)
(331,892)
(361)
(48,984)
(49,345)
$ (417,658) $ (407,687) $ (396,009) $ (381,237)

(75,349)
(254,304)
(360,882)
(1,388)
(55,388)
(56,776)

(75,349)
(254,304)
(360,882)
(406)
(46,399)
(46,805)

(16,979)
(279,189)
(331,892)
(1,033)
(63,084)
(64,117)

Included in the consolidated balance sheets
Exchange-traded
OTC-cleared
Bilateral OTC
Total

6,014 $
1,008
52,391
59,413 $

6,327
501
47,907
54,735

5,323 $
566
58,071
63,960 $

6,550
148
45,255
51,953

Not offset in the consolidated balance sheets
Cash collateral
Securities collateral
Total

(15,229)
43,886 $

(1,887) $
(4,329)
48,519

(298) $

(1,008) $

(15,751)
47,201 $

(1,939)
(7,349)
42,665

$ in millions
Not accounted for as hedges
Exchange-traded
OTC-cleared
Bilateral OTC
Total interest rates
Exchange-traded
OTC-cleared
Bilateral OTC
Total credit
Exchange-traded
OTC-cleared
Bilateral OTC
Total currencies
Exchange-traded
OTC-cleared
Bilateral OTC
Total commodities
Exchange-traded
OTC-cleared
Bilateral OTC
Total equities
Subtotal
Accounted for as hedges
OTC-cleared
Bilateral OTC
Total interest rates
OTC-cleared
Bilateral OTC
Total currencies
Exchange-traded
Total commodities
Subtotal
Total notional amounts

In the tables above:

Notional Amounts as of December

2022

2021

4,241,937 $

13,104,682
11,137,127
28,483,746
369
529,543
577,542
1,107,454
9,012
150,561
5,304,069
5,463,642
341,526
3,188
255,208
599,922
1,107,659
1,639
1,026,736
2,136,034
37,790,798

257,739
3,156
260,895
2,048
7,701
9,749
–
–
270,644
38,061,442 $

2,630,915
17,874,504
11,122,871
31,628,290
–
463,477
616,095
1,079,572
14,617
194,124
6,606,927
6,815,668
308,917
3,647
234,322
546,886
1,149,777
198
1,173,103
2,323,078
42,393,494

219,083
4,499
223,582
2,758
18,658
21,416
1,050
1,050
246,048
42,639,542

• Gross fair values exclude the effects of both counterparty
netting and collateral, and therefore are not representative
of the firm’s exposure.

• Where the firm has received or posted collateral under
credit support agreements, but has not yet determined such
agreements are enforceable, the related collateral has not
been netted.

• Notional amounts, which represent the sum of gross long
and short derivative contracts, provide an indication of the
volume of
the firm’s derivative activity and do not
represent anticipated losses.

• Total gross fair value of derivatives included derivative
assets of $10.08 billion as of December 2022 and $17.48
billion as of December 2021, and derivative liabilities of
$12.71 billion as of December 2022 and $17.29 billion as of
December 2021, 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.

Goldman Sachs 2022 Form 10-K

153

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

OTC Derivatives
The table below presents OTC derivative assets and liabilities
by tenor and major product type.

$ in millions
As of December 2022
Assets
Interest rates
Credit
Currencies
Commodities
Equities
Counterparty netting in tenors
Subtotal
Cross-tenor counterparty netting
Cash collateral netting
Total OTC derivative assets

Liabilities
Interest rates
Credit
Currencies
Commodities
Equities
Counterparty netting in tenors
Subtotal
Cross-tenor counterparty netting
Cash collateral netting
Total OTC derivative liabilities

As of December 2021
Assets
Interest rates
Credit
Currencies
Commodities
Equities
Counterparty netting in tenors
Subtotal
Cross-tenor counterparty netting
Cash collateral netting
Total OTC derivative assets

Liabilities
Interest rates
Credit
Currencies
Commodities
Equities
Counterparty netting in tenors
Subtotal
Cross-tenor counterparty netting
Cash collateral netting
Total OTC derivative liabilities

Less than
1 Year

1 - 5
Years

Greater than
5 Years

Total

$ 5,509 $16,963 $

921
12,284
10,525
5,346
(2,661)

2,622
7,819
7,513
4,007
(3,942)

$ 31,924 $34,982 $

$ 9,351 $23,589 $

993
18,987
6,400
7,629
(2,661)

2,635
8,736
6,135
7,249
(3,942)

$ 40,699 $44,402 $

6,076 $11,655 $
1,800
13,366
10,178
11,075
(3,624)

2,381
6,642
7,348
6,592
(3,357)

$ 38,871 $31,261 $

3,929 $10,932 $
1,695
14,122
7,591
8,268
(3,624)

3,257
6,581
6,274
12,944
(3,357)

$ 31,981 $36,631 $

53,943 $ 76,415
5,685
2,142
27,188
7,085
20,612
2,574
11,135
1,782
(4,830)
(11,433)
62,696 $129,602
(19,427)
(56,776)
$ 53,399

21,467 $ 54,407
4,699
1,071
36,435
8,712
13,480
945
17,052
2,174
(4,830)
(11,433)
29,539 $114,640
(19,427)
(46,805)
$ 48,408

61,380 $ 79,111
7,294
3,113
26,578
6,570
18,296
770
19,767
2,100
(2,673)
(9,654)
71,260 $141,392
(18,638)
(64,117)
$ 58,637

34,676 $ 49,537
6,793
1,841
26,283
5,580
15,628
1,763
24,799
3,587
(2,673)
(9,654)
44,774 $113,386
(18,638)
(49,345)
$ 45,403

In the table above:

• Tenor is based on remaining contractual maturity.

• Counterparty netting within the same product type and
tenor category is included within such product type and
tenor category.

• Counterparty netting across product types within the same
tenor category is included in counterparty netting in tenors.
Where the counterparty netting is across tenor categories,
the netting is included in cross-tenor counterparty netting.

See Note 4 for an overview of
the firm’s fair value
measurement policies, valuation techniques and significant
inputs used to determine the fair value of derivatives, and
Note 5 for information about derivatives within the fair value
hierarchy.

Credit Derivatives
The firm enters into a broad array of credit derivatives to
facilitate client transactions and to manage the credit risk
associated with market-making and investing and financing
activities. Credit derivatives are actively managed based on
the firm’s net risk position. Credit derivatives are generally
individually negotiated contracts and can have various
settlement and payment conventions. Credit events include
failure to pay, bankruptcy, acceleration of indebtedness,
restructuring, repudiation and dissolution of the reference
entity.

The firm enters into the following types of credit derivatives:

• Credit Default Swaps. Single-name credit default swaps
protect the buyer against the loss of principal on one or
more bonds, loans or mortgages (reference obligations) in
the event the issuer of the reference obligations suffers a
credit event. The buyer of protection pays an initial or
periodic premium to the seller and receives protection for
the period of the contract. If there is no credit event, as
defined in the contract, the seller of protection makes no
payments to the buyer. If a credit event occurs, the seller of
protection is required to make a payment to the buyer,
calculated according to the terms of the contract.

• Credit Options. In a credit option, the option writer
assumes the obligation to purchase or sell a reference
obligation at a specified price or credit spread. The option
purchaser buys
the right, but does not assume the
obligation, to sell the reference obligation to, or purchase it
from, the option writer. The payments on credit options
depend either on a particular credit spread or the price of
the reference obligation.

154 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
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
losses exceed the notional amount of these junior tranches,
any excess loss is covered by the next most senior tranche.

• Total Return Swaps. A total return swap transfers the
risks relating to economic performance of a reference
obligation from the protection buyer to the protection
seller. Typically, the protection buyer receives a floating
rate of interest and protection against any reduction in fair
value of the reference obligation, and the protection seller
receives the cash flows associated with the reference
obligation, plus any increase in the fair value of the
reference obligation.

The firm economically hedges its exposure to written credit
derivatives primarily by entering into offsetting purchased
credit derivatives with identical underliers. Substantially all
of the firm’s purchased credit derivative transactions are with
financial institutions and are subject to stringent collateral
thresholds. In addition, upon the occurrence of a specified
trigger event, the firm may take possession of the reference
obligations underlying a particular written credit derivative,
and consequently may, upon liquidation of the reference
obligations, recover amounts on the underlying reference
obligations in the event of default.

As of December 2022, written credit derivatives had a total
gross notional amount of $528.31 billion and purchased
credit derivatives had a total gross notional amount of
$579.14 billion, for total net notional purchased protection of
$50.83 billion. As of December 2021, written credit
derivatives had a
amount of
$510.24 billion and purchased credit derivatives had a total
for total net
gross notional amount of $569.34 billion,
notional purchased protection of $59.10 billion. The firm’s
written and purchased credit derivatives primarily consist of
credit default swaps.

gross notional

total

The table below presents information about credit derivatives.

Credit Spread on Underlier (basis points)

251 -
500

501 -
1,000

Greater
than
1,000

0 - 250

$ in millions
As of December 2022
Maximum Payout/Notional Amount of Written Credit Derivatives by Tenor
$108,703 $12,166 $ 1,879 $ 4,135 $126,883
Less than 1 year
357,488
13,724
1 - 5 years
Greater than 5 years
43,939
1,416
$454,489 $43,270 $ 17,019 $ 13,532 $528,310
Total

306,484
39,302

28,188
2,916

9,092
305

Total

Maximum Payout/Notional Amount of Purchased Credit Derivatives
Offsetting
Other

$372,360 $33,149 $ 14,817 $ 11,757 $432,083
$128,828 $13,211 $ 2,615 $ 2,407 $147,061

Fair Value of Written Credit Derivatives

Asset
Liability
Net asset/(liability)

As of December 2021

5,405 $
681

460 $

132 $

1,081

1,027

4,724 $ (621) $

(895) $ (2,589) $

2,673

84 $ 6,081
5,462
619

Maximum Payout/Notional Amount of Written Credit Derivatives by Tenor
$ 120,456 $ 6,173 $ 1,656 $ 4,314 $132,599
Less than 1 year
336,151
12,754
1 - 5 years
Greater than 5 years
41,485
2,529
$ 461,269 $23,588 $ 16,939 $ 8,439 $510,235
Total

305,255
35,558

14,328
3,087

3,814
311

Maximum Payout/Notional Amount of Purchased Credit Derivatives
Offsetting
Other

$ 381,715 $17,210 $ 12,806 $ 6,714 $418,445
$ 138,214 $ 7,780 $ 3,576 $ 1,322 $150,892

Fair Value of Written Credit Derivatives

Asset
Liability
Net asset/(liability)

9,803 $
941
8,862 $

In the table above:

318 $

924 $
123
801 $ (1,348) $ (1,796) $

137 $ 11,182
4,663
6,519

1,666

1,933

• 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 remaining contractual maturity.

• The credit spread on the underlier, together with the tenor
of the contract, are indicators of payment/performance
risk. The firm is less likely to pay or otherwise be required
to perform where the credit spread and the tenor are lower.

• Offsetting purchased credit derivatives

the
notional amount of purchased credit derivatives that
economically hedge written credit derivatives with identical
underliers.

represent

• Other purchased credit derivatives represent the notional
amount of all other purchased credit derivatives not
included in offsetting.

Goldman Sachs 2022 Form 10-K

155

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Impact of Credit and Funding Spreads on Derivatives
The firm realizes gains or losses on its derivative contracts.
These gains or losses include credit valuation adjustments
(CVA) relating to uncollateralized derivative assets and
liabilities, which represent the gains or losses (including
hedges) attributable to the impact of changes in credit
exposure, counterparty credit
liability funding
spreads (which include the firm’s own credit), probability of
default and assumed recovery. These gains or losses also
include funding valuation adjustments (FVA) relating to
uncollateralized derivative assets, which represent the gains
or losses (including hedges) attributable to the impact of
changes in expected funding exposures and funding spreads.

spreads,

The table below presents information about CVA and FVA.

$ in millions
CVA, net of hedges
FVA, net of hedges
Total

Year Ended December

2022
320 $
(193)
127 $

2021

25 $
60
85 $

2020
(143)
173
30

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
y
Net asset/(liability)

Notional amount

As of December

2022
288 $
(392)
(104) $

2021
845
(124)
721

8,892 $

10,743

In the table above, derivatives that have been bifurcated from
their related borrowings are recorded at fair value and
primarily consist of interest rate, equity and commodity
products. These derivatives are included in unsecured short-
and long-term borrowings, as well as other
secured
financings, with the related borrowings.

Derivatives with Credit-Related Contingent Features
Certain of the firm’s derivatives have been transacted under
bilateral agreements with counterparties who may require the
firm to post collateral or terminate the transactions based on
changes in the firm’s credit ratings. The firm assesses the
impact of these bilateral agreements by determining the
collateral or
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.

termination payments

156 Goldman Sachs 2022 Form 10-K

The table below presents information about net derivative
liabilities under bilateral agreements (excluding collateral
posted), the fair value of collateral posted and additional
collateral or termination payments that could have been
called by counterparties in the event of a one- or two-notch
downgrade in the firm’s credit ratings.

$ in millions
Net derivative liabilities under bilateral agreements $
$
Collateral posted
Additional collateral or termination payments:

As of December

2022

2021
33,059 $ 34,315
27,657 $ 29,214

One-notch downgrade
Two-notch downgrade

$
$

343 $
1,115 $

345
1,536

Hedge Accounting
The firm applies hedge accounting for (i) interest rate swaps
used to manage the interest rate exposure of certain fixed-
rate unsecured long- and short-term borrowings, certain
fixed-rate certificates of deposit and certain U.S. government
securities classified as available-for-sale, (ii) foreign currency
forward contracts used to manage the foreign exchange risk
of certain available-for-sale, (iii) foreign currency forward
contracts and foreign currency-denominated debt used to
manage foreign exchange risk on the firm’s net investment in
certain non-U.S. operations and (iv) commodity futures
contracts used to manage
certain
commodities.

the price

risk of

To qualify for hedge accounting, the hedging instrument
must be highly effective at reducing the risk from the
exposure being hedged. Additionally, the firm must formally
document the hedging relationship at inception and assess the
hedging relationship at least on a quarterly basis to ensure the
hedging instrument continues to be highly effective over the
life of the hedging relationship.

Fair Value Hedges
The firm designates interest rate swaps as fair value hedges of
certain fixed-rate unsecured long- and short-term debt and
fixed-rate certificates of deposit and, beginning in the second
quarter of 2022, of certain U.S. government securities
classified as available-for-sale. These interest rate swaps
hedge changes in fair value attributable to the designated
benchmark interest rate (e.g., London Interbank Offered
Rate (LIBOR), Secured Overnight Financing Rate (SOFR) or
Overnight
Index Swap Rate), effectively converting a
substantial portion of these fixed-rate financial instruments
into floating-rate financial instruments.

The firm applies a statistical method that utilizes regression
analysis when assessing the effectiveness of these hedging
relationships in achieving offsetting changes in the fair values
of the hedging instrument and the risk being hedged (i.e.,
interest rate risk). An interest rate swap is considered highly
effective in offsetting changes in fair value attributable to
changes in the hedged risk when the regression analysis
results in a coefficient of determination of 80% or greater
and a slope between 80% and 125%.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

For qualifying interest rate fair value hedges, gains or losses
on derivatives are included in interest income/expense. The
change in fair value of the hedged items attributable to the
risk being hedged is reported as an adjustment to its carrying
value (hedging adjustment) and is also included in interest
income/expense. When a derivative is no longer designated as
a hedge, any remaining difference between the carrying value
and par value of the hedged item is amortized in interest
income/expense over the remaining life of the hedged item
using the effective interest method. See Note 23 for further
information about interest income and interest expense.

The table below presents the gains/(losses) from interest rate
derivatives accounted for as hedges and the related hedged
items.

$ in millions
Investments
Interest rate hedges
Hedged investments
Gains/(losses)

Borrowings and deposits
Interest rate hedges
Hedged borrowings and deposits
Gains/(losses)

Year Ended December

2022

2021

2020

366 $
(350)

16 $

– $
–
– $

–
–
–

$(22,183) $ (6,638) $ 3,862
(4,557)
(695)

(521) $

(553) $

21,662

6,085

The table below presents the carrying value of investments,
deposits and unsecured borrowings that are designated in an
interest rate hedging relationship and the related cumulative
hedging adjustment (increase/(decrease)) from current and
prior hedging relationships included in such carrying values.

$ in millions
As of December 2022
Assets
Investments

Liabilities
Deposits
Unsecured short-term borrowings
Unsecured long-term borrowings

As of December 2021
Liabilities
Deposits
Unsecured short-term borrowings
Unsecured long-term borrowings

In the table above:

Carrying
Value

Cumulative
Hedging
Adjustment

10,804 $

(350)

6,311 $
$
$
7,295 $
$ 151,215 $

(280)
(47)
(15,134)

14,131 $
$
2,167 $
$
$ 144,934 $

246
5
6,169

• Cumulative hedging adjustment included $5.09 billion as of
December 2022 and $5.91 billion as of December 2021 of
hedging adjustments from prior hedging relationships that
were de-designated and substantially all were related to
unsecured long-term borrowings.

• The amortized cost of investments was $11.49 billion as of

December 2022.

In addition, cumulative hedging adjustments for items no
longer designated in a hedging relationship were $111 million
as of December 2022 and $68 million as of December 2021
and were substantially all related to unsecured long-term
borrowings.

The firm designates foreign currency forward contracts as
fair value hedges of the foreign exchange risk of non-U.S.
government securities classified as available-for-sale. See
Note 8 for information about the amortized cost and fair
value of such securities. The effectiveness of such hedges is
assessed based on changes in spot rates. The gains/(losses) on
the hedges (relating to both spot and forward points) and the
foreign exchange gains/(losses) on the related available-for-
sale securities are included in market making. The net gains/
(losses) on hedges and related available-for-sale securities
were $(30) million (reflecting a gain of $266 million related to
hedges and a loss of $296 million on the related hedged
available-for-sale securities) for 2022. The gross and net
gains/(losses) were not material for both 2021 and 2020.

The firm designates commodity futures contracts as fair
value hedges of the price risk of certain precious metals
included in commodities within trading assets. As of
December 2022, there were no such hedges outstanding, and
as of December 2021, the carrying value of such commodities
was $1.05 billion and the amortized cost was $1.02 billion.
Changes in spot rates of such commodities are reflected as an
adjustment to their carrying value, and the related gains/
(losses) on both the commodities and the designated futures
contracts are included in market making. The contractual
forward points on the designated futures contracts are
amortized into earnings ratably over the life of the contract
and other gains/(losses) as a result of changes in the forward
points are included in other comprehensive income/(loss).
The cumulative hedging adjustment was not material as of
both December 2022 and December 2021, and the related
gains/(losses) were not material for both 2022 and 2021.

Goldman Sachs 2022 Form 10-K

157

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

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
foreign currency-
on changes
denominated debt designated as a hedge, the effectiveness of
the hedge is assessed based on changes in spot rates. For
qualifying net investment hedges, all gains or losses on the
hedging instruments are included in currency translation.

in forward rates). For

The table below presents
investment hedging.

the gains/(losses)

from net

$ in millions
Hedges:

Year Ended December
2022

2021

2020

Foreign currency forward contract
Foreign currency-denominated debt

$ 1,713 $
$ (269) $

755 $ (126)
386 $ (297)

are

reclassified

from accumulated

Gains or losses on individual net investments in non-U.S.
operations
other
comprehensive income/(loss) to other principal transactions
in the consolidated statements of earnings when such net
investments are sold or substantially liquidated. The gross
and net gains and losses on hedges and the related net
investments in non-U.S. operations reclassified to earnings
from accumulated other comprehensive income/(loss) were
not material
for both 2022 and 2021, and $61 million
(reflecting a gain of $214 million related to hedges and a loss
of $153 million on the related net investments in non-U.S.
operations) for 2020.

The firm had designated $21.46 billion as of December 2022
and $3.71 billion as of December 2021 of foreign currency-
denominated debt, included in unsecured long- and short-
term borrowings, as hedges of net investments in non-U.S.
subsidiaries.

Note 8.

Investments

Investments includes debt instruments and equity securities
that are accounted for at fair value and are generally held by
the firm in connection with its long-term investing activities.
In addition, investments includes debt securities classified as
available-for-sale and held-to-maturity that are generally held
in connection with the firm’s asset-liability management
activities. Investments also consists of equity securities that
are accounted for under the equity method.

The table below presents information about investments.

$ in millions
Equity securities, at fair value
Debt instruments, at fair value
Available-for-sale securities, at fair value
Investments, at fair value
Held-to-maturity securities
Equity method investments
Total investments

As of December

2022
14,892 $
14,075
49,234
78,201
51,662
766

$ 130,629 $

2021
18,937
15,558
48,932
83,427
4,699
593
88,719

the firm’s fair value
See Note 4 for an overview of
measurement policies, valuation techniques and significant
inputs used to determine the fair value of investments, and
Note 5 for information about investments within the fair
value hierarchy.

Equity Securities and Debt Instruments, at Fair Value
Equity securities and debt instruments, at fair value are
accounted for at fair value either under the fair value option
or in accordance with other U.S. GAAP, and the related fair
value gains and losses are recognized in the consolidated
statements of earnings.

Equity Securities, at Fair Value. Equity securities, at fair
value consists of
the firm’s public and private equity
investments in corporate and real estate entities.

The table below presents information about equity securities,
at fair value.

$ in millions

Equity securities, at fair value

Equity Type
Public equity
Private equity
Total

Asset Class
Corporate
Real estate
Total

158 Goldman Sachs 2022 Form 10-K

As of December

2022
14,892 $

2021
18,937

13%
87%
100%

71%
29%
100%

24%
76%
100%

78%
22%
100%

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

In the table above:

• Equity securities, at

fair value included investments
accounted for at fair value under the fair value option
where the firm would otherwise apply the equity method of
accounting of $5.35 billion as of December 2022 and $5.81
billion as of December 2021. Gains/(losses) recognized as a
result of changes in the fair value of equity securities for
which the fair value option was elected were $(86) million
for 2022 and $2.12 billion for 2021. These gains/(losses) are
included in other principal transactions.

• Equity securities, at fair value included $1.30 billion as of
December 2022 and $1.80 billion as of December 2021 of
investments in funds that are measured at NAV.

Debt Instruments, at Fair Value. Debt instruments, at fair
value primarily includes mezzanine, senior and distressed
debt.

table

The
instruments, at fair value.

below presents

$ in millions
Corporate debt securities
Securities backed by real estate
Money market instruments
Other
Total

In the table above:

information

about

debt

As of December

2022
10,098 $
1,003
1,005
1,969

2021
9,793
2,280
1,396
2,089
14,075 $ 15,558

• Money market

instruments primarily includes

time

deposits and investments in money market funds.

• Other included $1.64 billion as of December 2022 and $1.67
billion as of December 2021 of investments in credit funds
that are measured at NAV.

Investments in Funds at Net Asset Value Per Share.
Equity securities and debt instruments, at fair value include
investments in funds that are measured at NAV of the
investment fund. The firm uses NAV to measure the fair
value of fund investments when (i) the fund investment does
not have a readily determinable fair value and (ii) the NAV of
the investment fund is calculated in a manner consistent with
company
the measurement
accounting, including measurement of the investments at fair
value.

investment

principles

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.

growth

including

investments

transactions,

leveraged
and

Private equity funds primarily invest in a broad range of
buyouts,
industries worldwide,
recapitalizations,
distressed
investments. Credit funds generally invest in loans and other
fixed income instruments and are focused on providing
private high-yield capital for leveraged and management
financings,
buyout
refinancings, acquisitions and restructurings
for private
equity firms, private family companies and corporate issuers.
Real estate funds invest globally, primarily in real estate
companies,
recapitalizations and
property. Private equity, credit and real estate funds are
closed-end funds
investments are
in which the firm’s
generally not eligible for redemption. Distributions will be
received from these funds as the underlying assets are
liquidated or distributed, the timing of which is uncertain.

loan portfolios, debt

recapitalizations,

The firm also invests in hedge funds, primarily multi-
disciplinary hedge funds that employ a fundamental bottom-
up investment approach across various asset classes and
strategies. The firm’s investments in hedge funds primarily
include interests where the underlying assets are illiquid in
nature, and proceeds from redemptions will not be received
until the underlying assets are liquidated or distributed, the
timing of which is uncertain.

interpretations of

The firm's investments in funds at NAV includes investments
in “covered funds” as defined in the Volcker Rule of the U.S.
Dodd-Frank Wall Street Reform and Consumer Protection
Act (Dodd-Frank Act). To achieve conformance with the
covered fund provisions of the Volcker Rule by July 2022, the
firm restructured certain legacy “illiquid funds” (as defined
by the Volcker Rule) to be non-covered funds as liquidating
trusts. However, based on recent
the
covered fund provisions of the Volcker Rule, the firm was
required to seek an additional extension from the Board of
Governors of the Federal Reserve System (FRB) to bring these
funds into conformance. The FRB granted the firm an
additional extension to July 2023. If the firm does not
conform such funds by July 2023, the firm will be required to
sell such interests. If that occurs, the firm may receive a value
for its interests that is less than the then carrying value as
these
there could be a limited secondary market
investments and the firm may be unable to sell them in
orderly transactions. As of December 2022, the amount by
which the firm’s investment in such funds would need to be
reduced in order to achieve conformance was approximately
$200 million (net of the firm’s pro rata share of cash in the
funds).

for

Goldman Sachs 2022 Form 10-K

159

• The gross unrealized gains included in accumulated other
comprehensive income/(loss) were not material and the
gross unrealized losses included in accumulated other
comprehensive income/(loss) were $3.52 billion as of
December 2022 and primarily related to U.S. government
obligations in a continuous unrealized loss position for
more than a year. The gross unrealized gains included in
accumulated other comprehensive income/(loss) were $118
million and the gross unrealized losses
included in
accumulated other comprehensive income/(loss) were $779
million as of December 2021 and primarily related to U.S.
government obligations in a continuous unrealized loss
position for less than a year. Net unrealized losses included
in other comprehensive income/(loss) were $2.85 billion
($2.13 billion, net of tax) for 2022 and $1.28 billion ($955
million, net of tax) for 2021.

• If the fair value of available-for-sale securities is less than
amortized cost, such securities are considered impaired. If
the firm has the intent to sell the debt security, or if it is
more likely than not that the firm will be required to sell
the debt security before recovery of its amortized cost, the
difference between the amortized cost (net of allowance, if
any) and the fair value of the securities is recognized as an
impairment loss in earnings. The firm did not record any
such impairment
losses during either 2022 or 2021.
Impaired available-for-sale debt securities that the firm has
the intent and ability to hold are reviewed to determine if
an allowance for credit losses should be recorded. The firm
considers various factors in such determination, including
market conditions, changes in issuer credit ratings and
severity of the unrealized losses. The firm did not record
any provision for credit losses on such securities during
either 2022 or 2021.

The table below presents gross realized gains/(losses) and the
proceeds from the sales of available-for-sale securities.

$ in millions
Gross realized gains
Gross realized losses
Gains/(losses)

Proceeds from sales

Year Ended December
2022

2021

– $
–
– $

206 $
(19)
187 $

2020
319
–
319

2 $ 24,882 $ 4,489

In the table above, the realized gains/(losses) were reclassified
from accumulated other comprehensive income/(loss)
to
other principal transactions in the consolidated statements of
earnings.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

The table below presents the fair value of investments in
funds at NAV and the related unfunded commitments.

$ in millions
As of December 2022
Private equity funds
Credit funds
Hedge funds
Real estate funds
Total

As of December 2021
Private equity funds
Credit funds
Hedge funds
Real estate funds
Total

Fair Value of
Investments

Unfunded
Commitments

815 $

1,645
68
413
2,941 $

1,411 $
1,686
84
288
3,469 $

647
303
–
138
1,088

619
556
–
147
1,322

Available-for-Sale Securities
Available-for-sale securities are accounted for at fair value,
and the related unrealized fair value gains and losses are
included in accumulated other comprehensive income/(loss)
unless designated in a fair value hedging relationship. See
Note 7 for information about available-for-sale securities
that are designated in a hedging relationship.

The table below presents information about available-for-
sale securities by tenor.

Amortized
Cost

Fair
Value

Weighted
Average
Yield

$ in millions
As of December 2022
Less than 1 year
1 year to 5 years
5 years to 10 years
Total U.S. government obligations

8,103 $ 7,861
38,706
488
47,055

41,479
538
50,120

1 year to 5 years
5 years to 10 years
Total non-U.S. government obligations
Total available-for-sale securities

10
2,616

10
2,169

2,626

2,179
$ 52,746 $ 49,234

As of December 2021
Less than 1 year
1 year to 5 years
5 years to 10 years
Greater than 10 years
Total U.S. government obligations

25 $

41,536
5,337
2
46,900

25
41,066
5,229
2
46,322

5 years to 10 years
Total non-U.S. government obligations
Total available-for-sale securities

2,693
2,693

2,610
2,610
49,593 $ 48,932

0.37%
0.74%
1.86%
0.69%

0.27%
0.40%

0.40%
0.68%

0.12%
0.47%
0.92%
2.00%
0.53%

0.33%
0.33%
0.52%

In the table above:

• Available-for-sale securities were classified in level 1 of the
fair value hierarchy as of both December 2022 and
December 2021.

• The weighted average yield for available-for-sale securities
is presented on a pre-tax basis and computed using the
effective interest rate of each security at the end of the
period, weighted based on the fair value of each security.

160 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Held-to-Maturity Securities
Held-to-maturity securities are accounted for at amortized
cost.

The table below presents information about held-to-maturity
securities by type and tenor.

Amortized
Cost

Fair
Value

Weighted
Average
Yield

$ in millions
As of December 2022
Less than 1 year
1 year to 5 years
5 years to 10 years
Total U.S. government obligations

5,319 $

45,154
1,026
51,499

5,282
43,852
966
50,100

5 years to 10 years
Greater than 10 years
Total securities backed by real estate
Total held-to-maturity securities

2
161
163

2
158
160
$ 51,662 $ 50,260

As of December 2021

1 year to 5 years
Total U.S. government obligations

5 years to 10 years
Greater than 10 years
Total securities backed by real estate
Total held-to-maturity securities

In the table above:

4,054 $
4,054

3
642
645
4,699 $

4,200
4,200

3
670
673
4,873

2.98%
3.00%
2.89%
2.99%

5.63%
3.18%
3.24%
2.99%

2.30%
2.30%

2.78%
1.03%
1.04%
2.13%

• Substantially all of the securities backed by real estate

consist of securities backed by residential real estate.

• As these securities are not accounted for at fair value, they
are not included in the firm’s fair value hierarchy in Notes
4 and 5. Had these securities been included in the firm’s fair
value hierarchy, U.S. government obligations would have
been classified in level 1 and securities backed by real estate
would have been primarily classified in level 2 of the fair
value hierarchy as of both December 2022 and December
2021.

• The weighted average yield for held-to-maturity securities
is presented on a pre-tax basis and computed using the
effective interest rate of each security at the end of the
period, weighted based on the amortized cost of each
security.

• The gross unrealized gains were not material as of
December 2022 and were $175 million as of December
2021. The gross unrealized losses were $1.44 billion as of
December 2022 and were not material as of December
2021.

• Held-to-maturity securities are reviewed to determine if an
allowance for credit losses should be recorded in the
consolidated statements of earnings. The firm considers
various factors in such determination, including market
conditions, changes in issuer credit ratings, historical credit
losses and sovereign guarantees. Provision for credit losses
on such securities was not material during either 2022 or
2021.

Note 9.

Loans

(i)

includes

investment

Loans
that are
loans held for
accounted for at amortized cost net of allowance for loan
losses or at fair value under the fair value option and (ii)
loans held for sale that are accounted for at the lower of cost
or fair value. Interest on loans is recognized over the life of
the loan and is recorded on an accrual basis.

The table below presents information about loans.

$ in millions
As of December 2022
Loan Type
Corporate
Commercial real estate
Residential real estate
Securities-based
Other collateralized
Consumer:

Installment
Credit cards

Other
Total loans, gross
Allowance for loan losses
Total loans

As of December 2021
Loan Type
Corporate
Commercial real estate
Residential real estate
Securities-based
Other collateralized
Consumer:

Installment
Credit cards

Other
Total loans, gross
Allowance for loan losses
Total loans

Amortized
Cost

Fair
Value

Held For
Sale

Total

36,822 $
26,222
18,523
16,671
50,473

6,326
15,820
1,723
172,580
(5,543)

996 $

1,146
4,511
–
716

–
–
286
7,655
–

$ 167,037 $ 7,655 $

2,317 $ 40,135
28,879
1,511
23,035
1
16,671
–
51,702
513

–
–
252
4,594
–

6,326
15,820
2,261
184,829
(5,543)
4,594 $ 179,286

34,663 $ 1,609 $
24,267
18,389
16,652
35,916

1,588
6,185
–
955

1,371 $ 37,643
29,000
3,145
24,674
100
16,652
–
38,263
1,392

3,672
8,212
1,736
143,507
(3,573)

–
–
432
10,769
–

$ 139,934 $ 10,769 $

–
–
1,851
7,859
–

3,672
8,212
4,019
162,135
(3,573)
7,859 $ 158,562

Goldman Sachs 2022 Form 10-K

161

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

the firm changed the
In the fourth quarter of 2022,
classification of loans to better reflect the nature of the
underlying collateral. This includes the addition of
the
securities-based and other collateralized loan types, as well as
the removal of the wealth management loan type. This also
resulted in reclassifications of certain loans in the corporate
and other loan types to the other collateralized loan type.
Prior periods have been conformed to the
current
presentation.

In the table above:

• The increase in credit cards from December 2021 to
December 2022 included approximately $2.0 billion
relating to the firm’s acquisition of the General Motors co-
branded credit card portfolio.
• Loans held for investment

that are accounted for at
amortized cost include net deferred fees and costs, and
unamortized premiums and discounts, which are amortized
over the life of the loan. These amounts were less than 1%
of loans accounted for at amortized cost as of both
December 2022 and December 2021.

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

• Corporate. Corporate loans includes term loans, revolving
lines of credit, letter of credit facilities and bridge loans,
and are principally used for operating and general
corporate purposes, or in connection with acquisitions.
Corporate loans are secured (typically by a senior lien on
the assets of the borrower) or unsecured, depending on the
loan purpose, the risk profile of the borrower and other
factors.

retail

• Commercial Real Estate. Commercial real estate loans
includes originated loans that are directly or indirectly
secured by hotels,
stores, multifamily housing
complexes and commercial and industrial properties.
Commercial real estate loans also includes loans extended
to clients who warehouse assets that are directly or
indirectly backed by commercial real estate. In addition,
commercial real estate includes loans purchased by the
firm.

• Residential Real Estate. Residential real estate loans
primarily includes loans extended to wealth management
clients and to clients who warehouse assets that are directly
or indirectly secured by residential real estate. In addition,
residential real estate includes loans purchased by the firm.

• Securities-Based. Securities-based loans includes loans
that are secured by stocks, bonds, mutual funds, and
exchange-traded funds. These loans are primarily extended
to the firm's wealth management clients and used for
purposes other than purchasing, carrying or trading margin
stocks. Securities-based loans require borrowers to post
additional collateral based on changes in the underlying
collateral's fair value.

162 Goldman Sachs 2022 Form 10-K

• Other Collateralized. Other collateralized loans includes
loans that are backed by specific collateral (other than
securities and real estate). Such loans are extended to
clients who warehouse assets that are directly or indirectly
secured by corporate loans, consumer loans and other
assets. Other collateralized loans also includes loans to
that are
investment
funds (managed by third parties)
collateralized by capital commitments of
the funds'
investors or assets held by the fund, as well as other
secured loans extended to the firm's wealth management
clients.

• Installment.

Installment

loans are unsecured loans
originated by the firm (including point-of-sale loans that
the firm began to originate through the GreenSky platform
in the third quarter of 2022).

• Credit Cards. Credit card loans are loans made pursuant
to revolving lines of credit issued to consumers by the firm.

• Other. Other loans includes unsecured loans extended to
wealth management clients and unsecured consumer and
credit card loans purchased by the firm.

See Note 4 for an overview of
the firm’s fair value
measurement policies, valuation techniques and significant
inputs used to determine the fair value of loans, and Note 5
for information about loans within the fair value hierarchy.

Credit Quality
Risk Assessment. The firm’s risk assessment process
includes evaluating the credit quality of its loans by the firm’s
independent
function. For
risk oversight and control
corporate loans and a majority of securities-based, real
estate, other collateralized and other loans, the firm performs
credit analyses which incorporate initial and ongoing
evaluations of the capacity and willingness of a borrower to
meet its financial obligations. These credit evaluations are
performed on an annual basis or more frequently if deemed
necessary as a result of events or changes in circumstances.
The firm determines an internal credit rating for the
borrower by considering the results of the credit evaluations
and assumptions with respect to the nature of and outlook
for the borrower’s industry and the economic environment.
The internal credit rating does not take into consideration
collateral received or other credit support arrangements. For
consumer loans and for loans that are not assigned an
internal credit rating, the firm reviews certain key metrics,
including, but not limited to, the Fair Isaac Corporation
(FICO) credit scores, delinquency status, collateral value and
other risk factors.

In the table above:

• Substantially all residential real estate, securities-based,
other collateralized and other loans included in the other
metrics/unrated category consists of loans where the firm
uses other key metrics to assess the borrower’s credit
quality, such as loan-to-value ratio, delinquency status,
collateral value, expected cash flows, FICO credit score
(which measures
creditworthiness by
considering factors such as payment and credit history) and
other risk factors.

a borrower’s

• For installment and credit card loans included in the other
metrics/unrated category, the evaluation of credit quality
incorporates the borrower’s FICO credit score. FICO credit
scores are periodically refreshed by the firm to assess the
updated creditworthiness of the borrower. See “Vintage”
below for information about installment and credit card
loans by FICO credit scores.

The firm also assigns a regulatory risk rating to its loans
based on the definitions provided by the U.S. federal bank
regulatory agencies. Total loans included 93% of loans as of
December 2022 and 92% of loans as of December 2021 that
were rated pass/non-criticized.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

The table below presents gross loans by an internally
determined public rating agency equivalent or other credit
metrics and the concentration of secured and unsecured
loans.

$ in millions
As of December 2022
Accounting Method
Amortized cost
Fair value
Held for sale
Total

Loan Type

Corporate
Real estate:

Commercial
Residential
Securities-based
Other collateralized
Consumer:

Installment
Credit cards

Other
Total

Secured
Unsecured
Total

As of December 2021

Accounting Method
Amortized cost
Fair value
Held for sale
Total

Loan Type
Corporate
Real estate:

Commercial
Residential
Securities-based
Other collateralized
Consumer:

Installment
Credit cards

Other
Total

Secured
Unsecured
Total

Investment-
Grade

Non-Investment-
Grade

Other Metrics/
Unrated

Total

$ 63,971 $
1,735
466

$ 66,172 $

79,648 $
3,349
4,082
87,079 $

28,961 $ 172,580
7,655
4,594
31,578 $ 184,829

2,571
46

$ 10,200 $

29,935 $

– $ 40,135

5,208
3,710
12,901
33,093

23,536
13,954
764
18,291

135
5,371
3,006
318

28,879
23,035
16,671
51,702

–
–
1,060
$ 66,172 $

–
–
599
87,079 $

6,326
15,820
602

6,326
15,820
2,261
31,578 $ 184,829

85%
15%
100%

93%
7%
100%

27%
73%
100%

79%
21%
100%

$ 50,923 $
2,301
1,650
$ 54,874 $

75,179 $
4,634
4,747
84,560 $

17,405 $ 143,507
10,769
7,859
22,701 $ 162,135

3,834
1,462

8,345 $

29,183 $

115 $ 37,643

6,283
3,194
13,801
22,290

–
–
961

$ 54,874 $

85%
15%
100%

22,344
16,071
447
15,601

–
–
914
84,560 $

92%
8%
100%

373
5,409
2,404
372

29,000
24,674
16,652
38,263

3,672
8,212
2,144

3,672
8,212
4,019
22,701 $ 162,135

36%
64%
100%

82%
18%
100%

Goldman Sachs 2022 Form 10-K

163

$ in millions

2021
2020
2019
2018
2017
2016 or earlier
Revolving
Corporate

2021
2020
2019
2018
2017
2016 or earlier
Revolving
Commercial real estate

2021
2020
2019
2018
2017
2016 or earlier
Revolving
Residential real estate

2018
2017
2016 or earlier
Revolving
Securities-based

2021
2020
2019
2018
2017
2016 or earlier
Revolving
Other collateralized

2021
2020
2019
2017
Revolving
Other
Total

As of December 2021

Investment-
Grade
2,932 $
675
314
1,310
431
273

Non-
Investment-
Grade
6,843 $
3,051
3,630
2,751
1,737
1,648

Other
Metrics/
Unrated

– $
7
–
–
–
–

6,806
26,466
4,139
2,081
1,548
854
625
824

8,507
18,578
2,744
564
–
96
73
1

10,919
14,397
1
22
–

424
447
4,316
1,598
464
180
125
47

8,148
14,878
290
60
20
–

75
82
94
–
–
–
–
7

–
101
1,517
103
173
165
119
56

–
2,133
–
–
–

2,404
2,404
304
48
19
–
–
–

–
371
10
330
–
8

2,180
8,115
799
532
444
478
760
692

1,883
5,588
864
271
9
–
25
–

690
1,859
–
–
264

13,537
13,801
1,876
1,378
243
595
303
15

16,257
20,667
68
–
30
–

795
893

$ 50,923 $

Total
9,775
3,733
3,944
4,061
2,168
1,921

9,061
34,663
5,032
2,613
1,992
1,332
1,385
1,523

10,390
24,267
5,125
938
182
261
217
57

11,609
18,389
1
22
264

16,365
16,652
6,496
3,024
726
775
428
62

24,405
35,916
368
390
50
8

43
413
75,179 $

82
430

920
1,736
5,521 $ 131,623

Percentage of total

39%

57%

100%

In the tables above, revolving loans which converted to term
loans were $725 million as of December 2022, and primarily
included other collateralized loans. Such loans were not
material as of December 2021.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Vintage. The tables below present gross loans accounted for
at amortized cost (excluding installment and credit card
loans) by an internally determined public rating agency
equivalent or other credit metrics and origination year for
term loans.

As of December 2022

$ in millions
2022
2021
2020
2019
2018
2017 or earlier
Revolving
Corporate
2022
2021
2020
2019
2018
2017 or earlier
Revolving
Commercial real estate
2022
2021
2020
2019
2018
2017 or earlier
Revolving
Residential real estate
2022
2018
2017 or earlier
Revolving
Securities-based
2022
2021
2020
2019
2018
2017 or earlier
Revolving
Other collateralized
2022
2021
2020
2019
2017 or earlier
Revolving
Other
Total

Investment-
Grade
2,607 $
1,669
684
209
759
508
3,709
10,145
734
744
407
335
212
1,238
1,281
4,951
941
932
–
7
10
31
773
2,694
5
1
–
12,895
12,901
4,095
1,860
777
235
504
294
24,504
32,269
44
17
–
–
–
950
1,011

Non-
Investment-
Grade
4,042 $
4,273
2,595
2,779
1,911
2,329
8,746
26,675
3,971
3,487
1,740
1,412
469
797
9,382
21,258
1,385
1,219
14
–
50
10
10,019
12,697
–
–
291
473
764
1,212
2,577
1,795
367
149
301
11,488
17,889
105
162
29
10
–
59
365

$ 63,971 $ 79,648 $

Other
Metrics/
Unrated

2 $
–
–
–
–
–
–
2
2
–
–
–
–
11
–
13
1,307
1,357
89
99
138
142
–
3,132
–
–
–
3,006
3,006
113
146
36
12
6
–
2
315
–
–
262
–
5
80
347

Total
6,651
5,942
3,279
2,988
2,670
2,837
12,455
36,822
4,707
4,231
2,147
1,747
681
2,046
10,663
26,222
3,633
3,508
103
106
198
183
10,792
18,523
5
1
291
16,374
16,671
5,420
4,583
2,608
614
659
595
35,994
50,473
149
179
291
10
5
1,089
1,723
6,815 $ 150,434

Percentage of total

42%

53%

100%

164 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

The table below presents gross installment loans by refreshed
FICO credit scores and origination year and gross credit card
loans by refreshed FICO credit scores.

$ in millions

As of December 2022
2022
2021
2020
2019
2018
2017 or earlier
Installment
Credit cards
Total

Percentage of total:
Installment
Credit cards
Total

As of December 2021
2021
2020
2019
2018
2017
2016
Installment
Credit cards
Total

Percentage of total:
Installment
Credit cards
Total

Greater than or
equal to 660

Less than 660

Total

4,349 $
1,080
251
160
70
5
5,915
10,762
16,677 $

94%
68%
75%

2,017 $
665
508
257
32
1
3,480
6,100
9,580 $

95%
74%
81%

242 $
109
23
23
13
1
411
5,058
5,469 $

6%
32%
25%

42 $
40
61
42
7
–
192
2,112
2,304 $

5%
26%
19%

4,591
1,189
274
183
83
6
6,326
15,820
22,146

100%
100%
100%

2,059
705
569
299
39
1
3,672
8,212
11,884

100%
100%
100%

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

Credit Concentrations. The table below presents the
concentration of gross loans by region.

$ in millions

Value Americas

EMEA

Asia

Total

Carrying

As of December 2022
Corporate
Commercial real estate
Residential real estate
Securities-based
Other collateralized
Consumer:

Installment
Credit cards

Other
Total

As of December 2021

Corporate
Commercial real estate
Residential real estate
Securities-based
Other collateralized
Consumer:

Installment
Credit cards

Other
Total

$ 40,135
28,879
23,035
16,671
51,702

6,326
15,820
2,261
$184,829

$ 37,643
29,000
24,674
16,652
38,263

3,672
8,212
4,019
$ 162,135

57%
79%
96%
83%
86%

100%
100%
89%
81%

52%
82%
96%
77%
74%

100%
100%
89%
76%

34%
16%
3%
15%
12%

–
–
11%
15%

38%
13%
2%
16%
23%

–
–
11%
19%

9%
5%
1%
2%
2%

–
–
–
4%

100%
100%
100%
100%
100%

100%
100%
100%
100%

10% 100%
5% 100%
2% 100%
7% 100%
3% 100%

–
–
–

100%
100%
100%
5% 100%

In the table above:

• EMEA represents Europe, Middle East and Africa.

• The top five industry concentrations for corporate loans as
of December 2022 were 26% for technology, media &
telecommunications, 18% for diversified industrials, 11%
for real estate, 10% for healthcare and 10% for consumer
& retail.

• The top five industry concentrations for corporate loans as
of December 2021 were 24% for technology, media &
telecommunications, 17% for diversified industrials, 13%
for natural resources & utilities, 11% for consumer &
retail and 10% for healthcare.

Nonaccrual and Past Due Loans. Loans accounted for at
amortized cost (other than credit card loans) are placed on
nonaccrual status when it is probable that the firm will not
collect all principal and interest due under the contractual
terms, regardless of the delinquency status or if a loan is past
due for 90 days or more, unless the loan is both well
collateralized and in the process of collection. At that time,
all accrued but uncollected interest is reversed against interest
income and interest subsequently collected is recognized on a
cash basis
the loan balance is deemed
collectible. Otherwise, all cash received is used to reduce the
outstanding loan balance. A loan is considered past due when
a principal or interest payment has not been made according
to its contractual terms. Credit card loans are not placed on
nonaccrual status and accrue interest until the loan is paid in
full or is charged off.

to the extent

In certain circumstances, the firm may modify the original
terms of a loan agreement by granting a concession to a
borrower experiencing financial difficulty, typically in the
form of a modification of loan covenants, but may also
include
interest or principal, payment
extensions or interest rate reductions. These modifications, to
considered TDRs. Loan
are
the
modifications that extend payment terms for a period of less
than 90 days are generally considered insignificant and
therefore not reported as TDRs.

forbearance of

significant,

extent

Goldman Sachs 2022 Form 10-K

165

Allowance for Credit Losses
The firm’s allowance for credit
the
allowance for losses on loans and lending commitments
accounted for at amortized cost. Loans and lending
commitments accounted for at fair value or accounted for at
the lower of cost or fair value are not subject to an allowance
for credit losses.

losses consists of

losses,

To determine the allowance for credit
the firm
classifies its loans and lending commitments accounted for at
amortized cost
into wholesale and consumer portfolios.
These portfolios represent the level at which the firm has
developed and documented its methodology to determine the
allowance for credit losses. The allowance for credit losses is
measured on a collective basis for loans that exhibit similar
risk characteristics using a modeled approach and on an
asset-specific basis for loans that do not share similar risk
characteristics.

losses takes into account

The allowance for credit
the
weighted average of a range of forecasts of future economic
conditions over the expected life of the loan and lending
commitments. The expected life of each loan or lending
commitment is determined based on the contractual term
adjusted for extension options or demand features, or is
modeled in the case of revolving credit card loans. The
forecasts include baseline, favorable and adverse economic
scenarios over a three-year period. For loans with expected
lives beyond three years, the model reverts to historical loss
information based on a non-linear modeled approach. The
forecasted economic scenarios consider a number of risk
factors relevant to the wholesale and consumer portfolios
described below. The firm applies judgment in weighing
individual scenarios each quarter based on a variety of
including the firm’s internally derived economic
factors,
outlook, market
recent macroeconomic
conditions and industry trends.

consensus,

economic

capture

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

The table below presents information about past due loans.

$ in millions
As of December 2022
Corporate
Commercial real estate
Residential real estate
Securities-based
Other collateralized
Consumer:

Installment
Credit cards

Other
Total

30-89 days

90 days
or more

– $

92 $

47
4
1
10

362
6
–
5

46
291
17
416 $

17
265
5
752 $

Total divided by gross loans at amortized cost

As of December 2021
Corporate
Commercial real estate
Residential real estate
Securities-based
Consumer:

Installment
Credit cards

Other
Total

5 $
7
3
–

20
86
15
136 $

90 $

158
4
5

7
71
3
338 $

Total divided by gross loans at amortized cost

Total

92
409
10
1
15

63
556
22
1,168

0.7%

95
165
7
5

27
157
18
474

0.3%

The table below presents information about nonaccrual
loans.

As of December

$ in millions
Corporate
Commercial real estate
Residential real estate
Securities-based
Other collateralized
Installment
Total

2022
1,432 $
1,079
93
–
65
41
2,710 $

Total divided by gross loans at amortized cost

1.6%

In the table above:

2021
1,421
856
5
5
139
43
2,469

1.7%

• Nonaccrual loans included $483 million as of December
2022 and $254 million as of December 2021 of loans that
were 30 days or more past due.

• Loans that were 90 days or more past due and still accruing
were not material as of both December 2022 and December
2021.

• Nonaccrual loans included $204 million of corporate loans
as of December 2022 and $267 million of corporate and
commercial real estate loans as of December 2021 that were
modified in a TDR. The firm’s lending commitments
related to these loans were not material as of both
December 2022 and December 2021. Installment loans that
were modified in a TDR were not material as of both
December 2022 and December 2021.

• Allowance for

loan losses as a percentage of

total
nonaccrual loans was 204.5% as of December 2022 and
144.7% as of December 2021.

166 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Management’s estimate of credit losses entails judgment
about the expected life of the loan and loan collectability at
the reporting dates, and there are uncertainties inherent in
those judgments. The allowance for credit losses is subject to
a governance process that involves review and approval by
senior management within the firm’s
risk
oversight and control functions. Personnel within the firm’s
independent
functions are
risk oversight and control
responsible for forecasting the economic variables that
underlie the economic scenarios that are used in the modeling
of expected credit losses. While management uses the best
information available to determine this estimate,
future
adjustments to the allowance may be necessary based on,
among other things, changes in the economic environment or
variances between actual results and the original assumptions
used.

independent

table below presents

The
commitments accounted for at amortized cost by portfolio.

and lending

loans

gross

As of December

2022

2021

Lending
Commitments

Loans

Lending
Commitments

Loans

$ 36,822 $
26,222
18,523
16,671
50,473
1,723

137,149
3,692
3,089
508
13,209
944

$ 34,663 $
24,267
18,389
16,652
35,916
1,736

6,326
15,820
$172,580 $

1,882
62,216
222,689

3,672
8,212
$143,507 $

135,968
5,229
3,949
454
15,137
442

9
35,932
197,120

$ in millions

Wholesale
Corporate
Commercial real estate
Residential real estate
Securities-based
Other collateralized
Other
Consumer
Installment
Credit cards
Total

In the table above:

• Wholesale loans included $2.67 billion as of December
2022 and $2.43 billion as of December 2021 of nonaccrual
loans for which the allowance for credit
losses was
measured on an asset-specific basis. The allowance for
credit
losses on these loans was $535 million as of
December 2022 and $543 million as of December 2021.
These loans included $384 million as of December 2022 and
$140 million as of December 2021 of loans which did not
require a reserve as the loan was deemed to be recoverable.

in credit

card lending commitments

• Credit card lending commitments included $62.22 billion as
of December 2022 and $33.97 billion as of December 2021
related to credit card lines issued by the firm to consumers.
These credit card lines are cancellable by the firm. The
from
increase
December 2021 to December 2022 reflected approximately
the
$15.0 billion relating to the firm’s acquisition of
General Motors co-branded credit card portfolio.
In
addition, credit card lending commitments as of December
2021 included a commitment of approximately $2.0 billion
to acquire the outstanding credit card loans related to the
General Motors co-branded credit card portfolio. See Note
18 for further information about lending commitments.

• The increase in installment lending commitments from
December 2021 to December 2022 primarily relates to
commitments extended in connection with point-of-sale
financing through GreenSky. See Note 18 for further
information about lending commitments.

The following is a description of the methodology used to
calculate the allowance for credit losses:

Wholesale. The allowance for credit losses for wholesale
loans and lending commitments that exhibit similar risk
characteristics is measured using a modeled approach. These
models determine the probability of default and loss given
default based on various risk factors, including internal credit
ratings,
industry default and loss data, expected life,
macroeconomic indicators, the borrower’s capacity to meet
its financial obligations, the borrower’s country of risk and
loan seniority and collateral type. For lending
industry,
commitments,
the
probability of drawdowns or funding. In addition, for loans
backed by real estate, risk factors include the loan-to-value
ratio, debt service ratio and home price index. The most
significant inputs to the forecast model for wholesale loans
and lending commitments include unemployment rates, GDP,
credit spreads, commercial and industrial delinquency rates,
short- and long-term interest rates, and oil prices.

the methodology

considers

also

The allowance for loan losses for wholesale loans that do not
share similar risk characteristics, such as nonaccrual loans or
loans in a TDR, is calculated using the present value of
expected future cash flows discounted at the loan’s original
effective rate, the observable market price of the loan or the
fair value of the collateral.

Wholesale loans are charged off against the allowance for
loan losses when deemed to be uncollectible.

Goldman Sachs 2022 Form 10-K

167

Allowance for Credit Losses Rollforward
The table below presents information about the allowance
for credit losses.

Wholesale

Consumer

Total

$ in millions
Year Ended December 2022
Allowance for loan losses
Beginning balance
Net (charge-offs)/recoveries
Provision
Other
Ending balance

2,135 $
(253)
699
(19)
2,562 $

Allowance ratio
Net charge-off ratio
Allowance for losses on lending commitments
Beginning balance
Provision
Other
Ending balance

1.7%
0.2%

589 $
124
(2)
711 $

Year Ended December 2021
Allowance for loan losses
Beginning balance
Net (charge-offs)/recoveries
Provision
Other
Ending balance

2,584 $
(130)
(231)
(88)
2,135 $

Allowance ratio
Net charge-off ratio
Allowance for losses on lending commitments
Beginning balance
Provision
Other
Ending balance

1.6%
0.1%

557 $
50
(18)
589 $

1,438 $
(473)
2,016
–
2,981 $

13.5%
2.8%

187 $
(124)
–
63 $

1,290 $
(203)
351
–
1,438 $

12.1%
2.3%

– $

187
–
187 $

3,573
(726)
2,715
(19)
5,543

3.2%
0.5%

776
–
(2)
774

3,874
(333)
120
(88)
3,573

2.5%
0.3%

557
237
(18)
776

In the table above:

• For the year ended December 2021, other primarily
represented the reduction to the allowance related to loans
and lending commitments transferred to held for sale.

• The allowance ratio is calculated by dividing the allowance
for loan losses by gross loans accounted for at amortized
cost.

• The net charge-off ratio is calculated by dividing net
(charge-offs)/recoveries by average gross loans accounted
for at amortized cost.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Consumer. The allowance for credit losses for consumer
loans that exhibit similar risk characteristics is calculated
using a modeled approach which classifies consumer loans
into pools based on borrower-related and exposure-related
characteristics that differentiate a pool’s risk characteristics
from other pools. The factors considered in determining a
pool are generally consistent with the risk characteristics used
for internal credit risk measurement and management and
include key metrics, such as FICO credit scores, delinquency
status, loan vintage and macroeconomic indicators. The most
significant inputs to the forecast model for consumer loans
include unemployment rates and delinquency rates. The
expected life of revolving credit card loans is determined by
modeling expected future draws and the timing and amount
of repayments allocated to the funded balance. The firm also
recognizes an allowance for credit losses on commitments to
acquire loans and commitments extended in connection with
point-of-sale financing. However, no allowance for credit
losses is recognized on credit card lending commitments as
they are cancellable by the firm.

The allowance for credit losses for consumer loans that do
not share similar risk characteristics, such as loans in a TDR,
is calculated using the present value of expected future cash
flows discounted at the loan’s original effective rate.

Installment loans are charged off when they are 120 days past
due. Credit card loans are charged off when they are 180 days
past due.

168 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Forecast Model Inputs as of December 2022
When modeling expected credit losses, the firm employs a
weighted, multi-scenario forecast, which includes baseline,
adverse and favorable economic scenarios. As of December
2022, this multi-scenario forecast was weighted towards the
baseline and adverse economic scenarios.

The table below presents the forecasted U.S. unemployment
and U.S. GDP growth rates used in the baseline economic
scenario of the forecast model.

As of December 2022

U.S. unemployment rate
Forecast for the quarter ended:
June 2023
December 2023
June 2024

Growth in U.S. GDP
Forecast for the year:
2023
2024
2025

4.2%
4.6%
4.6%

0.4%
1.3%
1.7%

The adverse economic scenario of the forecast model reflects
a global recession in 2023 and a more aggressive tightening of
monetary policy by central banks, resulting in an economic
contraction and rising unemployment rates. In this scenario,
the U.S. unemployment rate peaks at approximately 7.4%
during the first quarter of 2024 and the maximum decline in
the quarterly U.S. GDP relative to the fourth quarter of 2022
is approximately 2.7%, which occurs during the fourth
quarter of 2023.

In the table above:

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

the respective quarter-end.

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

rate forecasted for the respective years.

• While the U.S. unemployment and U.S. GDP growth rates
are significant inputs to the forecast model, the model
contemplates a variety of other inputs across a range of
scenarios
future economic
conditions. Given the complex nature of the forecasting
process, no single economic variable can be viewed in
isolation and independently of other inputs.

to provide a forecast of

Allowance for Credit Losses Commentary
Year Ended December 2022. The allowance for credit
losses increased by $1.97 billion during 2022, reflecting
growth in the firm's consumer lending portfolios (principally
in credit cards) and higher modeled expected losses due to
broad macroeconomic and geopolitical concerns. In addition,
the allowance for credit losses for wholesale loans was
impacted by asset-specific provisions and ratings downgrades
primarily related to borrowers in the technology, media &
telecommunications, real estate, and consumer & retail
industries.

Net (charge-offs)/recoveries for 2022 for wholesale loans
were primarily related to corporate loans and net (charge-
offs)/recoveries for consumer loans were primarily related to
credit cards.

driven

Year Ended December 2021. The allowance for credit
losses decreased by $82 million during 2021, reflecting reserve
reduction
economic
environment, partially offset by growth in the firm’s lending
portfolios, primarily in the consumer portfolio related to
credit cards,
losses of
approximately $185 million related to the acquisition of the
General Motors co-branded credit card portfolio.

including a provision for credit

improved

broader

Net (charge-offs)/recoveries for 2021 for wholesale loans
were primarily related to corporate loans and net (charge-
offs)/recoveries for consumer loans were primarily related to
credit cards.

Credit

Losses

Financial

Measurement
Instruments (ASC 326)
The firm adopted ASU No. 2016-13, "Financial Instruments -
Credit Losses (Topic 326) - Measurement of Credit Losses on
Financial Instruments" as of January 1, 2020. As a result of
adopting this ASU, the firm's allowance for credit losses on
financial assets and commitments that are accounted for at
amortized cost reflects management's estimate of credit losses
over the remaining life of such assets. The cumulative effect
of adopting this ASU as of January 1, 2020, was a decrease to
retained earnings of $638 million (net of tax).

Estimated Fair Value
The table below presents the estimated fair value of loans
that are not accounted for at fair value and in what level of
the fair value hierarchy they would have been classified if
they had been included in the firm’s fair value hierarchy.

$ in millions
As of December 2022
Amortized cost
Held for sale

As of December 2021

Amortized cost
Held for sale

Carrying
Value

Estimated Fair Value
Level 3

Level 2

Total

$ 167,037
4,594
$

$ 85,921 $ 83,121 $ 169,042
4,606
$ 2,592 $ 2,014 $

$ 139,934
7,859
$

$ 87,676 $ 54,127 $ 141,803
7,887
$ 5,970 $ 1,917 $

Goldman Sachs 2022 Form 10-K

169

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Note 10.

Fair Value Option

Other Financial Assets and Liabilities at Fair Value
In addition to trading assets and liabilities, and certain
investments and loans, the firm accounts for certain of its
other financial assets and liabilities at fair value, substantially
all under the fair value option. The primary reasons for
electing the fair value option are to:

• Reflect economic events in earnings on a timely basis;

• Mitigate volatility in earnings

from using different
measurement attributes (e.g., transfers of financial assets
accounted for as financings are recorded at fair value,
whereas the related secured financing would be recorded
on an accrual basis absent electing the fair value option);
and

• Address

simplification and cost-benefit considerations
(e.g., accounting for hybrid financial instruments at fair
value in their entirety versus bifurcation of embedded
derivatives and hedge accounting for debt hosts).

Hybrid financial instruments are instruments that contain
bifurcatable embedded derivatives and do not
require
settlement by physical delivery of nonfinancial assets (e.g.,
physical commodities). If the firm elects to bifurcate the
embedded derivative from the associated debt, the derivative
is accounted for at fair value and the host contract is
accounted for at amortized cost, adjusted for the effective
portion of any fair value hedges. If the firm does not elect to
bifurcate, the entire hybrid financial instrument is accounted
for at fair value under the fair value option.

Other financial assets and liabilities accounted for at fair
value under the fair value option include:

• Resale and repurchase agreements;

• Certain securities borrowed and loaned transactions;

• Certain customer and other receivables and certain other

assets and liabilities;

• Certain time deposits (deposits with no stated maturity are
not eligible for a fair value option election),
including
structured certificates of deposit, which are hybrid
financial instruments;

• Substantially all other

secured financings,

including

transfers of assets accounted for as financings; and

• Certain unsecured short- and long-term borrowings,
substantially all of which are hybrid financial instruments.

See Note 4 for an overview of
the firm’s fair value
measurement policies, valuation techniques and significant
inputs used to determine the fair value of other financial
assets and liabilities, and Note 5 for information about other
financial assets and liabilities within the fair value hierarchy.

170 Goldman Sachs 2022 Form 10-K

Gains and Losses on Other Financial Assets and
Liabilities Accounted for at Fair Value Under the Fair
Value Option
The table below presents the gains and losses recognized in
earnings as a result of the election to apply the fair value
option to certain financial assets and liabilities.

$ in millions
Unsecured short-term borrowings
Unsecured long-term borrowings
Other
Total

In the table above:

2021

Year Ended December
2022

2020
206
(2,804)
(563)
$ 11,633 $ (3,544) $ (3,161)

4,055 $ (1,016) $
6,506
1,072

(2,393)
(135)

• Gains/(losses) were substantially all

included in market

making.

• Gains/(losses)

exclude

contractual

interest, which is
included in interest income and interest expense, for all
instruments other than hybrid financial instruments. See
Note 23 for further information about interest income and
interest expense.

• Gains/(losses) included in unsecured short- and long-term
borrowings were substantially all related to the embedded
derivative component of hybrid financial
instruments.
These gains and losses would have been recognized under
other U.S. GAAP even if the firm had not elected to
account for the entire hybrid financial instrument at fair
value.

• Gains/(losses)

included in other were substantially all
related to resale and repurchase agreements, deposits, other
secured financings and other liabilities.

• Other financial assets and liabilities at fair value are
frequently economically hedged with trading assets and
liabilities. Accordingly, gains or losses on such other
financial assets and liabilities can be partially offset by
gains or losses on trading assets and liabilities. As a result,
gains or losses on other financial assets and liabilities do
not necessarily represent the overall impact on the firm’s
results of operations, liquidity or capital resources.

See Note 8 for information about gains/(losses) on equity
securities and Note 9 for information about gains/(losses) on
loans which are accounted for at fair value under the fair
value option. Gains/(losses) on trading assets and liabilities
accounted for at fair value under the fair value option are
further
included in market making. See Note 6 for
information about gains/(losses) from market making.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

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 both December 2022 and December 2021.

The aggregate contractual principal amount of unsecured
long-term borrowings, for which the fair value option was
elected, exceeded the related fair value by $5.03 billion as of
December 2022. The related amount was not material as of
December 2021.

These debt instruments include both principal-protected and
non-principal-protected long-term borrowings.

Debt Valuation Adjustment
The firm calculates the fair value of financial liabilities for
which the fair value option is elected by discounting future
cash flows at a rate which incorporates the firm’s credit
spreads.

The table below presents information about the net debt
valuation adjustment
(DVA) gains/(losses) on financial
liabilities for which the fair value option was elected.

$ in millions
Pre-tax DVA
After-tax DVA

In the table above:

Year Ended December
2022
$ 1,882 $
$ 1,403 $

2021
433 $
322 $

2020
(347)
(261)

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

the consolidated statements of comprehensive income.

• The gains/(losses) reclassified to market making in the
consolidated statements of earnings from accumulated
other comprehensive income/(loss) upon extinguishment of
such financial liabilities were not material for 2022, 2021
and 2020.

Loans and Lending Commitments
The table below presents
the difference between the
aggregate fair value and the aggregate contractual principal
amount for loans (included in trading assets and loans in the
consolidated balance sheets) for which the fair value option
was elected.

$ in millions
Performing loans
Aggregate contractual principal in excess of fair value $

As of December

2022

2021

2,645 $

1,373

Loans on nonaccrual status and/or more than 90 days past due
3,331 $
Aggregate contractual principal in excess of fair value $
2,633 $
$
Aggregate fair value

8,600
3,559

In the table above,
the aggregate contractual principal
amount of loans on nonaccrual status and/or more than 90
days past due (which excludes loans carried at zero fair value
and considered uncollectible) exceeds the related fair value
primarily because the firm regularly purchases loans, such as
distressed loans, at values significantly below the contractual
principal amounts.

The fair value of unfunded lending commitments for which
the fair value option was elected was a liability of $22 million
as of December 2022 and $20 million as of December 2021,
and the related total contractual amount of these lending
commitments was $307 million as of December 2022 and
$611 million as of December 2021. See Note 18 for further
information about lending commitments.

Impact of Credit Spreads on Loans and Lending
Commitments
The estimated net gain/(loss) attributable to changes in
instrument-specific credit spreads on loans and lending
commitments for which the fair value option was elected was
$(281) million for 2022, $277 million for 2021 and $(106)
million for 2020. 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
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.

floating-rate

lending

loans

and

Goldman Sachs 2022 Form 10-K

171

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Note 11.
Collateralized Agreements and Financings

resale

agreements

Collateralized agreements
and
are
securities borrowed. Collateralized financings are repurchase
agreements, securities loaned and other secured financings.
The firm enters into these transactions in order to, among
other things, facilitate client activities, invest excess cash,
acquire securities to cover short positions and finance certain
firm activities.

Collateralized agreements and financings with the same
settlement date are presented on a net-by-counterparty basis
when such transactions meet certain settlement criteria and
are subject to netting agreements. Interest on collateralized
agreements, which is included in interest
income, and
collateralized financings, which is
included in interest
expense, is recognized over the life of the transaction. See
Note 23 for further information about interest income and
interest expense.

Resale and Repurchase Agreements
is a transaction in which the firm
A resale agreement
purchases financial instruments from a seller, typically in
exchange for cash, and simultaneously enters
into an
agreement
the same or substantially the same
instruments to the seller at a stated price plus
financial
accrued interest at a future date.

to resell

A repurchase agreement is a transaction in which the firm
sells financial instruments to a buyer, typically in exchange
for cash, and simultaneously enters into an agreement to
repurchase the same or substantially the same financial
instruments from the buyer at a stated price plus accrued
interest at a future date.

Even though repurchase and resale agreements (including
“repos- and reverses-to-maturity”) involve the legal transfer
of ownership of financial instruments, they are accounted for
as financing arrangements because they require the financial
instruments to be repurchased or resold before or at the
maturity of
instruments
the agreement. The financial
purchased or sold in resale and repurchase agreements
and
government
typically
investment-grade sovereign obligations.

include U.S.

and agency,

the firm monitors the market value of

The firm receives financial
instruments purchased under
resale agreements and makes delivery of financial instruments
repurchase agreements. To mitigate credit
sold under
exposure,
these
financial instruments on a daily basis, and delivers or obtains
additional collateral due to changes in the market value of the
financial instruments, as appropriate. For resale agreements,
the firm typically requires collateral with a fair value
approximately equal to the carrying value of the relevant
assets in the consolidated balance sheets.

172 Goldman Sachs 2022 Form 10-K

Securities Borrowed and Loaned Transactions
the firm borrows
In a securities borrowed transaction,
securities from a counterparty in exchange for cash or
the
securities. When the
counterparty returns
is
Interest
generally paid periodically over the life of the transaction.

the
securities.

firm returns

the cash or

securities,

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
the firm
securities loaned. To mitigate credit exposure,
monitors the market value of these securities on a daily basis,
and delivers or obtains additional collateral due to changes in
the market value of
the securities, as appropriate. For
securities borrowed transactions, the firm typically requires
collateral with a fair value approximately equal to the
carrying value of the securities borrowed transaction.

Securities borrowed and loaned within FICC financing are
recorded at fair value under the fair value option. See Note 5
for further information about securities borrowed and loaned
accounted for at fair value.

Substantially all of the securities borrowed and loaned within
Equities financing are recorded based on the amount of cash
collateral advanced or received plus accrued interest. The
firm also reviews such securities borrowed to determine if an
allowance for credit losses should be recorded by taking into
consideration the fair value of collateral received. As these
agreements generally can be terminated on demand, they
exhibit little, if any, sensitivity to changes in interest rates.
agreements
Therefore,
approximates
these agreements are not
accounted for at fair value, they are not included in the firm’s
fair value hierarchy in Notes 4 and 5. Had these agreements
been included in the firm’s fair value hierarchy, they would
have been classified in level 2 as of both December 2022 and
December 2021.

carrying
fair value. As

value

such

the

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Offsetting Arrangements
The table below presents resale and repurchase agreements
and securities borrowed and loaned transactions included in
the consolidated balance sheets, as well as the amounts not
offset in the consolidated balance sheets.

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.

Assets

Liabilities

Resale
agreements

Securities
borrowed

$ in millions
As of December 2022
Included in the consolidated balance sheets
Gross carrying value
$
Counterparty netting
Total

334,042 $ 199,623
(10,582)
(108,925)
189,041
225,117

Amounts not offset
Counterparty netting
Collateral
Total

As of December 2021

(15,350)
(204,843)

(4,576)
(171,997)
4,924 $ 12,468

Included in the consolidated balance sheets
Gross carrying value
$
Counterparty netting
Total

334,725 $ 190,197
(11,426)
(129,022)
178,771
205,703

Repurchase
agreements

Securities
loaned

219,274 $
(108,925)
110,349

41,309
(10,582)
30,727

(15,350)
(92,997)

2,002 $

(4,576)
(25,578)
573

294,905 $
(129,022)
165,883

57,931
(11,426)
46,505

Amounts not offset
Counterparty netting
Collateral
Total

In the table above:

(27,376)
(173,915)

4,412 $

(12,822)
(157,752)
8,197

(27,376)
(134,465)

4,042 $

(12,822)
(33,143)
540

• Substantially all of the gross carrying values of these
netting

enforceable

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
to
fair value of collateral received or posted subject
enforceable credit support agreements.

• Resale agreements and repurchase agreements are carried
at fair value under the fair value option. See Note 4 for
further information about the valuation techniques and
significant inputs used to determine fair value.

• Securities borrowed included in the consolidated balance
sheets of $38.58 billion as of December 2022 and
$39.96 billion as of December 2021, and securities loaned
of $4.37 billion as of December 2022 and $9.17 billion as of
December 2021 were at fair value under the fair value
option. See Note 5 for further information about securities
borrowed and securities loaned accounted for at fair value.

$ in millions
As of December 2022
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 2021

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

Repurchase
agreements

Securities
loaned

10 $

112,825
87,828
172
466
11,398
143
108
6,324
219,274 $

328 $

132,049
126,397
362
919
11,034
248
374
23,194
294,905 $

–
55
594
–
–
295
–
–
40,365
41,309

14
503
1,254
–
–
510
–
–
55,650
57,931

The table below presents the gross carrying value of
repurchase agreements and securities loaned by maturity.

$ in millions
No stated maturity and overnight
2 - 30 days
31 - 90 days
91 days - 1 year
Greater than 1 year
Total

In the table above:

As of December 2022

Repurchase
agreements

Securities
loaned

86,835
70,351
17,776
35,096
9,216
219,274
,

27,791
956
936
7,596
4,030
41,309
,

• 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
such options become
exercisable.

the earliest dates

Goldman Sachs 2022 Form 10-K

173

The table below presents information about other secured
financings.

$ in millions
As of December 2022
Other secured financings (short-term):

At fair value
At amortized cost

Other secured financings (long-term):

At fair value
At amortized cost

Total other secured financings
g

Other secured financings collateralized by:
$
$

Financial instruments
Other assets

U.S.
Dollar

Non-U.S.
Dollar

Total

3,478 $ 2,963 $

398

–

6,441
398

3,793
395

6,315
2,522
792
397
8,064 $ 5,882 $ 13,946

3,817 $ 4,895 $
987 $
4,247 $

8,712
5,234

As of December 2021

Other secured financings (short-term):

At fair value
At amortized cost

Other secured financings (long-term):

At fair value
At amortized cost

g
Total other secured financings

Other secured financings collateralized by:

Financial instruments
Other assets

In the table above:

5,315 $ 3,664 $

–

191

8,979
191

4,170
827

8,095
1,279
$ 10,312 $ 8,232 $ 18,544

3,925
452

$
$

5,990 $ 6,834 $ 12,824
5,720
4,322 $ 1,398 $

• 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.

• U.S.

dollar-denominated

secured
financings at amortized cost had a weighted average
interest rate of 5.56% as of December 2022. These rates
include the effect of hedging activities.

short-term other

• Non-U.S. dollar-denominated short-term other secured
financings at amortized cost had a weighted average
interest rate of 0.22% as of December 2021. This rate
includes the effect of hedging activities.

• U.S.

long-term other

dollar-denominated

secured
financings at amortized cost had a weighted average
interest rate of 3.54% as of December 2022 and 1.06% as of
December 2021. These rates include the effect of hedging
activities.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Other Secured Financings
In addition to repurchase agreements and securities loaned
transactions, the firm funds certain assets through the use of
other secured financings and pledges financial instruments
and other assets as collateral in these transactions. These
other secured financings include:

• Liabilities of consolidated VIEs;

• Transfers of assets accounted for as financings rather than
sales (e.g., pledged commodities, bank loans and mortgage
whole loans); and

• Other structured financing arrangements.

secured

financings

nonrecourse
Other
arrangements. Nonrecourse other secured financings were
$7.94 billion as of December 2022 and $8.64 billion as of
December 2021.

included

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 10 for
secured
financings that are accounted for at fair value.

information about other

further

Other secured financings that are not recorded at fair value
are recorded based on the amount of cash received plus
accrued interest, which generally approximates fair value. As
these financings are not accounted for at fair value, they are
not included in the firm’s fair value hierarchy in Notes 4 and
5. Had these financings been included in the firm’s fair value
hierarchy, substantially all would have been classified in level
3 as of both December 2022 and December 2021.

174 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

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

secured
financings at amortized cost had a weighted average
interest rate of 0.45% as of December 2022 and 0.46% as of
December 2021. These rates include the effect of hedging
activities.

• Total other secured financings included $1.69 billion as of
December 2022 and $1.97 billion as of December 2021
related to transfers of financial assets accounted for as
than sales. Such financings were
financings
collateralized by financial assets, primarily included in
trading assets, of $1.64 billion as of December 2022 and
$2.02 billion as of December 2021.

rather

• Other

secured financings

collateralized by financial
instruments included $7.49 billion as of December 2022 and
$10.37 billion as of December 2021 of other secured
financings collateralized by trading assets, investments and
loans, and included $1.22 billion as of December 2022 and
$2.45 billion as of December 2021 of other secured
financings collateralized by financial instruments received
as collateral and repledged.

The table below presents other
maturity.

secured financings by

$ in millions
Other secured financings (short-term)
Other secured financings (long-term):
2024
2025
2026
2027
2028 - thereafter
Total other secured financings (long-term)
g
Total other secured financings

In the table above:

As of
December 2022
6,839
$

2,956
1,053
978
152
1,968
7,107
13,946

• 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
loaned
into
transactions, primarily in connection with secured client
financing activities. The firm is also permitted to deliver or
repledge these financial instruments in connection with other
secured financings, collateralized derivative transactions and
firm or customer settlement requirements.

securities

and

Goldman Sachs 2022 Form 10-K

175

Note 12.
Other Assets

The table below presents other assets by type.

As of December

$ in millions
Property, leasehold improvements and equipment
Goodwill
Identifiable intangible assets
Operating lease right-of-use assets
Income tax-related assets
Miscellaneous receivables and other
Total

2022

2021
$ 17,074 $ 18,094
4,285
418
2,292
3,860
5,659
$ 39,208 $ 34,608

6,374
2,009
2,172
7,012
4,567

During 2022, the firm completed the acquisitions of (i)
GreenSky, a leading technology company facilitating point-
of-sale financing for merchants and consumers, in an all-
stock transaction, (ii) NN Investment Partners (NNIP), a
leading European asset manager, in an all-cash transaction,
and (iii) NextCapital Group, Inc. (NextCapital), a digital
retirement advice provider, in an all-cash transaction. These
acquisitions were accounted for under the acquisition method
of accounting for business combinations and had an
aggregate purchase price of $3.83 billion, substantially all of
which related to GreenSky and NNIP. The purchase price of
GreenSky has been preliminarily allocated to goodwill of
approximately $1.05 billion, identifiable intangible assets of
approximately
of
approximately $960 million (primarily cash and other assets),
and to liabilities assumed of approximately $990 million
(primarily unsecured short-term borrowings and customer
and other payables). The purchase price of NNIP has been
preliminarily allocated to goodwill of approximately $880
million, identifiable intangible assets of approximately $900
million,
tangible assets of approximately $540 million
(primarily cash and customer and other receivables), and to
liabilities assumed of approximately $500 million (primarily
deferred tax liabilities and customer and other payables). See
below for
and
identifiable intangible assets related to these acquisitions.

information about

$710 million

goodwill

tangible

further

assets

and

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

The firm also pledges certain trading assets in connection
with repurchase agreements, securities loaned transactions
and other secured financings, and other assets (substantially
all real estate and cash) in connection with other secured
financings to counterparties who may or may not have the
right to deliver or repledge them.

The table below presents financial instruments at fair value
received as collateral that were available to be delivered or
repledged and were delivered or repledged.

$ in millions
Collateral available to be delivered or repledged
Collateral that was delivered or repledged

2022

2021
$ 971,699 $ 1,057,195
$ 797,919 $ 875,213

As of December

The table below presents information about assets pledged.

As of December

$ in millions
Pledged to counterparties that had the right to deliver or repledge
Trading assets
Investments

40,143 $
9,818 $

2022

$
$

2021

68,208
12,840

Pledged to counterparties that did not have the right to deliver or repledge
102,259
Trading assets
8,683
Investments
6,808
Loans
8,878
Other assets

70,912 $
1,726 $
6,600 $
7,525 $

$
$
$
$

The firm also segregates securities for regulatory and other
purposes
related to client activity. Such securities are
segregated from trading assets and investments, as well as
from securities received as collateral under resale agreements
and securities borrowed transactions. Securities segregated by
the firm were $49.60 billion as of December 2022 and
$41.49 billion as of December 2021.

176 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Property, Leasehold Improvements and Equipment
Property, leasehold improvements and equipment is net of
accumulated depreciation and amortization of $12.19 billion
as of December 2022 and $10.81 billion as of December 2021.
Property, leasehold improvements and equipment included
$7.17 billion as of December 2022 and $6.71 billion as of
December 2021 that the firm uses in connection with its
operations, and $89 million as of December 2022 and
$194 million as of December 2021 of foreclosed real estate
primarily related to distressed loans that were purchased by
the firm. The remainder is held by investment entities,
including VIEs, consolidated by the firm. Substantially all
property and equipment is depreciated on a straight-line basis
over the useful life of the asset. Leasehold improvements are
amortized on a straight-line basis over the shorter of the
useful
life of the improvement or the term of the lease.
Capitalized costs of software developed or obtained for
internal use are amortized on a straight-line basis over three
years.

leasehold improvements and
The firm tests property,
for impairment when events or changes in
equipment
circumstances suggest that an asset’s or asset group’s carrying
value may not be fully recoverable. To the extent the carrying
value of an asset or asset group exceeds the projected
undiscounted cash flows expected to result from the use and
eventual disposal of the asset or asset group, the firm
determines the asset or asset group is impaired and records
an impairment equal to the difference between the estimated
fair value and the carrying value of the asset or asset group.
In addition, the firm will recognize an impairment prior to
the sale of an asset or asset group if the carrying value of the
asset or asset group exceeds its estimated fair value.

The firm had impairments of $314 million during 2022, $143
million during 2021, and $171 million during 2020, primarily
related to properties held by the firm’s investment entities
within Asset & Wealth Management.

Goodwill
Goodwill is the cost of acquired companies in excess of the
fair value of net assets,
including identifiable intangible
assets, at the acquisition date.

During the fourth quarter of 2022, in connection with the
changes to the firm’s business segments, the firm reassigned
the goodwill to its new reporting units using a relative fair
value approach in accordance with ASC 350.

The table below presents the carrying value of goodwill by
reporting unit.

$ in millions
Global Banking & Markets:

Investment banking
FICC
Equities

Asset & Wealth Management:

Asset management
Wealth management

Platform Solutions:

Consumer platforms
Transaction banking and other

Total

In the table above:

As of December

2022

2021

267 $
269
2,647

267
269
2,647

1,385
1,310

349
718

482
14

21
14
$ 6,374 $ 4,285

• Goodwill of $14 million previously in Investment Banking
was reassigned to the Transaction banking and other
reporting unit related to the transfer of the transaction
banking business. The amount of goodwill reassigned was
based on the relative fair values of the transferred business
and the remaining business within Investment Banking.

• Goodwill of $9 million previously in Wealth management
was reassigned to the Equities reporting unit related to the
transfer of a securities-based loans business of the firm.
The amount of goodwill reassigned was based on the
relative fair values of the transferred business and the
remaining business within Wealth management.

• All goodwill previously in Consumer banking was
and Consumer
reassigned
platforms based on the relative fair values of the businesses
transferred to each reporting unit.

to Wealth management

• Goodwill previously

and Asset
Management was not reassigned as no businesses were
transferred out of these reporting units.

in FICC, Equities

• Substantially all of the increase in goodwill from December
2021 to December 2022 was driven by the acquisitions of
GreenSky and NNIP.

for

impairment,

Goldman Sachs 2022 Form 10-K

177

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

The quantitative goodwill test compares the estimated fair
value of each reporting unit with its carrying value (including
goodwill and identifiable intangible assets). If the reporting
unit’s estimated fair value exceeds
its carrying value,
goodwill is not impaired. An impairment is recognized if the
estimated fair value of a reporting unit is less than its
carrying value.

During the fourth quarter of 2022, goodwill was tested for
impairment using a quantitative test (both prior to and
following the firm’s changes to its business segments). For
each test, the estimated fair value of each of the reporting
units exceeded its respective carrying value, and therefore,
goodwill was not impaired.

The firm acquired approximately $1.79 billion of identifiable
intangible assets (with a weighted average amortization
period of 13 years) during 2022,
in
connection with the acquisitions of GreenSky and NNIP.
these identifiable intangible assets
Substantially all of
consisted of customer lists and merchant relationships.
During 2021, the amount of identifiable intangible assets
acquired by the firm was not material.

substantially all

Substantially all of the firm’s identifiable intangible assets
have finite useful lives and are amortized over their estimated
useful lives generally using the straight-line method.

The tables below present information about the amortization
of identifiable intangible assets.

$ in millions
Amortization

$ in millions

Estimated future amortization
2023
2024
2025
2026
2027

Year Ended December
2022
174 $

120 $

2021

2020
147

As of

December 2022

$200
$188
$171
$164
$163

The firm tests identifiable intangible assets for impairment
when events or changes in circumstances suggest that an
asset’s or asset group’s carrying value may not be fully
recoverable. To the extent the carrying value of an asset or
asset group exceeds the projected undiscounted cash flows
expected to result from the use and eventual disposal of the
asset or asset group, the firm determines the asset or asset
group is impaired and records an impairment equal to the
difference between the estimated fair value and the carrying
value of the asset or asset group. In addition, the firm will
recognize an impairment prior to the sale of an asset or asset
group if the carrying value of the asset or asset group exceeds
its estimated fair value. There were no material impairments
during 2022, 2021 and 2020.

applies

observable
price-to-book multiples

The estimated fair value of each reporting unit was based on
valuation techniques the firm believes market participants
would use to value these reporting units. Estimated fair
values are generally derived from utilizing a relative value
price-to-earnings
technique, which
multiples
comparable
of
competitors to the reporting units’ net earnings or net book
value, or a discounted cash flow valuation approach, for
reporting units with businesses
stages of
development. The carrying value of each reporting unit
reflects an allocation of
total shareholders’ equity and
represents the estimated amount of total shareholders’ equity
required to support the activities of the reporting unit under
currently applicable regulatory capital requirements.

in early

Identifiable Intangible Assets
The table below presents identifiable intangible assets by
type.

$ in millions
Customer lists and merchant relationships
Gross carrying value
Accumulated amortization
Net carrying value

Acquired leases and other
Gross carrying value
Accumulated amortization
Net carrying value

Total gross carrying value
Total accumulated amortization
y g
Total net carrying value

As of December

2022

2021

3,225 $
(1,275)
1,950

1,460
(1,130)
330

486
(427)
59

500
(412)
88

3,711
(1,702)
2,009 $

1,960
(1,542)
418

178 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Operating Lease Right-of-Use Assets
The firm enters into operating leases for real estate, office
equipment and other assets, substantially all of which are
used in connection with its operations. For leases longer than
one year, the firm recognizes a right-of-use asset representing
the right to use the underlying asset for the lease term, and a
lease liability representing the liability to make payments.
The lease term is generally determined based on the
contractual maturity of the lease. For leases where the firm
has the option to terminate or extend the lease, an assessment
of the likelihood of exercising the option is incorporated into
the determination of the lease term. Such assessment is
initially performed at the inception of the lease and is
updated if events occur that impact the original assessment.

An operating lease right-of-use asset is initially determined
based on the operating lease liability, adjusted for initial
direct costs, lease incentives and amounts paid at or prior to
lease commencement. This amount is then amortized over
the lease term. Right-of-use assets and operating lease
liabilities recognized (in non-cash transactions for leases
entered into or assumed) by the firm were $256 million for
2022, $305 million for 2021 and $182 million for 2020. See
Note 15 for information about operating lease liabilities.

For leases where the firm will derive no economic benefit
from leased space that it has vacated or where the firm has
shortened the term of a lease when space is no longer needed,
the
accelerated
amortization of right-of-use assets. There were no material
impairments or accelerated amortizations during 2022 and
2021.

record an impairment or

firm will

Miscellaneous Receivables and Other
Miscellaneous receivables and other included:

• Investments in qualified affordable housing projects of
$793 million as of December 2022 and $714 million as of
December 2021.

• Assets classified as held for sale of $285 million as of
December 2022 and $1.02 billion as of December 2021
related to certain of the firm’s consolidated investments
within Asset & Wealth Management, primarily consisted
of property and equipment.

Note 13.
Deposits

The table below presents the types and sources of deposits.

$ in millions
As of December 2022
Private bank and consumer
Brokered certificates of deposit
Deposit sweep programs
Transaction banking
Other
Total

As of December 2021

Private bank and consumer
Brokered certificates of deposit
Deposit sweep programs
Transaction banking
Other
Total

In the table above:

Savings and
Demand

$ 192,713 $

–
44,819
65,155
808

$ 303,495 $

Time

Total

33,046 $ 225,759
32,624
32,624
44,819
–
70,224
5,069
12,431
13,239
83,170 $ 386,665

$ 174,577 $

30,198 $ 204,775
30,816
30,816
37,965
–
54,307
5,689
36,364
36,089
$ 261,435 $ 102,792 $ 364,227

–
37,965
48,618
275

• Substantially all deposits are interest-bearing.

• Savings and demand accounts consist of money market
deposit accounts, negotiable order of withdrawal accounts
and demand deposit accounts that have no stated maturity
or expiration date.

• Time deposits included $15.75 billion as of December 2022
and $35.43 billion as of December 2021 of deposits
accounted for at fair value under the fair value option. See
Note 10 for further information about deposits accounted
for at fair value.

• Time deposits had a weighted average maturity of
approximately 0.9 years as of both December 2022 and
December 2021.

• Deposit sweep programs include long-term contractual
agreements with U.S. broker-dealers who sweep client cash
to FDIC-insured deposits.

• Transaction banking deposits consists of deposits that the
firm raised through its cash management services business
for corporate and other institutional clients.

• Other deposits represent deposits from institutional clients.

• Deposits insured by the FDIC were $184.88 billion as of
December 2022 and $156.66 billion as of December 2021.

• Deposits insured by non-U.S.

insurance programs were
$31.74 billion as of December 2022 and $31.44 billion as of
December 2021.

Goldman Sachs 2022 Form 10-K

179

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

The table below presents the location of deposits.

As of December

Note 14.
Unsecured Borrowings

$ in millions
U.S. offices
Non-U.S. offices
Total

2022

2021
$ 313,598 $ 283,705
80,522
$ 386,665 $ 364,227

73,067

The table below presents information about unsecured
borrowings.

As of December

In the table above, U.S. deposits were held at Goldman Sachs
Bank USA (GS Bank USA) and substantially all non-U.S.
deposits were held at Goldman Sachs International Bank
(GSIB) and Goldman Sachs Bank Europe SE (GSBE).

The table below presents maturities of time deposits held in
U.S. and non-U.S. offices.

$ in millions
2023
2024
2025
2026
2027
2028 - thereafter
Total

As of December 2022
Non-U.S.
U.S.

$ 42,113 $
11,457
3,828
2,522
1,179
1,382
$ 62,481 $

Total
19,364 $ 61,477
11,767
4,045
2,779
1,364
1,738
20,689 $ 83,170

310
217
257
185
356

As of December 2022, deposits in U.S. offices included $14.81
billion and deposits in non-U.S. offices included $18.96
billion of
time deposits in denominations that met or
exceeded the applicable insurance limits, or were otherwise
not covered by insurance.

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
fair value
time deposits not accounted for at
value of
approximated fair value as of both December 2022 and
December 2021. As these savings and demand deposits and
time deposits are not accounted for at fair value, they are not
included in the firm’s fair value hierarchy in Notes 4 and 5.
Had these deposits been included in the firm’s fair value
hierarchy, they would have been classified in level 2 as of
both December 2022 and December 2021.

180 Goldman Sachs 2022 Form 10-K

$ in millions
Unsecured short-term borrowings
Unsecured long-term borrowings
Total

2022

2021
60,961 $ 46,955
254,092
$ 308,099 $ 301,047

247,138

Unsecured Short-Term Borrowings
Unsecured short-term borrowings includes the portion of
unsecured long-term borrowings maturing within one year of
the financial
statement date and unsecured long-term
borrowings that are redeemable within one year of the
financial statement date at the option of the holder.

from fixed-rate

The firm accounts for certain hybrid financial instruments at
fair value under the fair value option. See Note 10 for further
information about unsecured short-term borrowings that are
accounted for at fair value. In addition, the firm designates
certain derivatives as fair value hedges to convert a portion of
its unsecured short-term borrowings not accounted for at fair
value
floating-rate
obligations. The carrying value of unsecured short-term
borrowings that are not recorded at fair value generally
approximates fair value due to the short-term nature of the
obligations. As these unsecured short-term borrowings are
not accounted for at fair value, they are not included in the
firm’s fair value hierarchy in Notes 4 and 5. Had these
borrowings been included in the firm’s fair value hierarchy,
substantially all would have been classified in level 2 as of
both December 2022 and December 2021.

obligations

into

The table below presents information about unsecured short-
term borrowings.

$ in millions
Current portion of unsecured long-term borrowings $
Hybrid financial instruments
Commercial paper
Other unsecured short-term borrowings
Total unsecured short-term borrowings
g

Weighted average interest rate

In the table above:

As of December

2022

2021
38,635 $ 18,118
20,073
18,383
6,730
1,718
2,034
2,225
60,961 $ 46,955

3.71%

2.34%

• The current portion of unsecured long-term borrowings
included $21.75 billion as of December 2022 and
$9.16 billion as of December 2021 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.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Unsecured Long-Term Borrowings
The table below presents information about unsecured long-
term borrowings.

$ in millions
As of December 2022
Fixed-rate obligations:

Group Inc.
Subsidiaries

Floating-rate obligations:

Group Inc.
Subsidiaries

Total

As of December 2021

Fixed-rate obligations:

Group Inc.
Subsidiaries

Floating-rate obligations:

Group Inc.
Subsidiaries

Total

In the table above:

U.S. Dollar

Non-U.S.
Dollar

Total

$ 117,092 $ 35,541 $ 152,633
4,891

1,894

2,997

19,308
36,381

33,340
56,274
$ 174,675 $ 72,463 $ 247,138

14,032
19,893

$ 124,731 $ 43,219 $ 167,950
4,992

1,803

3,189

23,452
27,543

40,846
40,304
$ 177,529 $ 76,563 $ 254,092

17,394
12,761

• Unsecured long-term borrowings consists principally of
extending

senior borrowings, which have maturities
through 2065.

• Floating-rate obligations includes equity-linked, credit-
linked and indexed instruments. Floating interest rates are
generally based on Euro Interbank Offered Rate, SOFR or
USD LIBOR.

• U.S. dollar-denominated debt had interest rates ranging
from 0.66% to 6.75% (with a weighted average rate of
3.51%) as of December 2022 and 0.48% to 7.68% (with a
weighted average rate of 3.34%) as of December 2021.
These rates exclude unsecured long-term borrowings
accounted for at fair value under the fair value option.

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

rates
ranging from 0.13% to 7.25% (with a weighted average
rate of 1.85%) as of December 2022 and 0.13% to 13.00%
(with a weighted average rate of 1.86%) as of December
2021. These rates exclude unsecured long-term borrowings
accounted for at fair value under the fair value option.

The table below presents unsecured long-term borrowings by
maturity.

$ in millions
2024
2025
2026
2027
2028 - thereafter
Total

As of December 2022

Group Inc. Subsidiaries

34,130 $
26,690
17,662
21,835
85,655
185,972 $

16,881 $
10,452
4,540
8,525
20,768
61,166 $

Total
51,011
37,142
22,202
30,360
106,423
247,138

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 $(15.01) 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: $(539)
million in 2024, $(1.25) billion in 2025, $(800) million in
2026, $(1.55) billion in 2027 and $(10.87) billion in 2028
and thereafter.

The firm designates certain derivatives as fair value hedges to
fixed-rate unsecured long-term
convert a portion of
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 2022

Fixed-rate obligations:

At fair value
At amortized cost

Floating-rate obligations:

At fair value
At amortized cost

Total

As of December 2021
Fixed-rate obligations:

At fair value
At amortized cost

Floating-rate obligations:

At fair value
At amortized cost

Total

6,094 $
2,667

53 $

3,398

6,147
6,065

16,328
160,884
$ 185,973 $

50,672
7,042

67,000
167,926
61,165 $ 247,138

4,798 $

65 $

27,133

3,237

4,863
30,370

12,864
164,001
$ 208,796 $

34,663
7,331

47,527
171,332
45,296 $ 254,092

In the table above, the aggregate amounts of unsecured long-
term borrowings had weighted average interest rates of
4.97% (4.08% related to fixed-rate obligations and 5.00%
related to floating-rate obligations) as of December 2022 and
1.60% (2.25% related to fixed-rate obligations and 1.48%
related to floating-rate obligations) as of December 2021.
exclude unsecured long-term borrowings
These
accounted for at fair value under the fair value option.

rates

Goldman Sachs 2022 Form 10-K

181

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

The carrying value of unsecured long-term borrowings for
which the firm did not elect the fair value option was $173.99
billion as of December 2022 and $201.70 billion as of
December 2021. The estimated fair value of such unsecured
long-term borrowings was $173.70 billion as of December
2022 and $209.37 billion as of December 2021. As these
borrowings are not accounted for at fair value, they are not
included in the firm’s fair value hierarchy in Notes 4 and 5.
Had these borrowings been included in the firm’s fair value
hierarchy, substantially all would have been classified in level
2 as of both December 2022 and December 2021.

subordinated debt. Subordinated debt

Subordinated Borrowings
Unsecured long-term borrowings includes subordinated debt
and junior
that
matures within one year is included in unsecured short-term
borrowings. Junior subordinated debt is junior in right of
payment to other subordinated borrowings, which are junior
to senior borrowings. Long-term subordinated debt had
maturities ranging from 2025 to 2045 as of both December
2022 and December 2021.

The table below presents information about subordinated
borrowings.

$ in millions
As of December 2022
Subordinated debt
Junior subordinated debt
Total

As of December 2021

Subordinated debt
Junior subordinated debt
Total

In the table above:

Par
Amount

Carrying
Value

12,261 $
968
13,229 $

11,882
1,054
12,936

12,437 $
968
13,405 $

15,571
1,321
16,892

Rate

6.40%
4.86%
6.29%

1.74%
1.31%
1.71%

• The par amount of subordinated debt issued by Group Inc.
was $12.26 billion as of December 2022 and $12.44 billion
carrying value of
as of December 2021, and the
subordinated debt issued by Group Inc. was $11.88 billion
as of December 2022 and $15.57 billion as of December
2021.

• The rate is the weighted average interest rate for these
borrowings (excluding borrowings accounted for at fair
value under the fair value option), including the effect of
fair value hedges used to convert fixed-rate obligations into
further
floating-rate
information about hedging activities.

obligations.

See Note

for

issued $2.84 billion of

Junior Subordinated Debt
In 2004, Group Inc.
junior
subordinated debt to Goldman Sachs Capital I, a Delaware
statutory trust. Goldman Sachs Capital I issued $2.75 billion
of guaranteed preferred beneficial interests (Trust Preferred
securities)
to third parties and $85 million of common
beneficial interests to Group Inc. As of both December 2022
and December 2021, the outstanding par amount of junior
subordinated debt held by Goldman Sachs Capital I was $968
million and the outstanding par amount of Trust Preferred
securities and common beneficial
issued by
Goldman Sachs Capital I was $939 million and $29 million,
respectively. Goldman Sachs Capital I is a wholly-owned
finance subsidiary of
the firm for regulatory and legal
purposes but is not consolidated for accounting purposes.

interests

interest

firm pays

semi-annually on the

The
junior
subordinated debt at an annual rate of 6.345% and the debt
matures on February 15, 2034. The coupon rate and the
payment dates applicable to the beneficial interests are the
same as the interest rate and payment dates for the junior
subordinated debt. The firm has the right, from time to time,
to defer payment of interest on the junior subordinated debt,
and therefore cause payment on Goldman Sachs Capital I’s
preferred beneficial interests to be deferred, in each case up to
ten consecutive semi-annual periods. During any such
deferral period, the firm will not be permitted to, among
other things, pay dividends on or make certain repurchases of
its common stock. Goldman Sachs Capital I is not permitted
to pay any distributions on the common beneficial interests
held by Group Inc. unless all dividends payable on the
preferred beneficial interests have been paid in full.

Note 15.
Other Liabilities

The table below presents other liabilities by type.

$ in millions
Compensation and benefits
Income tax-related liabilities
Operating lease liabilities
Noncontrolling interests
Employee interests in consolidated funds
Accrued expenses and other
Total

As of December

2022
7,225 $
2,669
2,154
649
25
8,733
21,455 $

2021
10,838
2,360
2,288
840
29
8,146
24,501

182 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Operating Lease Liabilities
For leases longer than one year, the firm recognizes a right-
of-use asset representing the right to use the underlying asset
for the lease term, and a lease liability representing the
liability to make payments. See Note 12 for information
about operating lease right-of-use assets.

Operating lease costs were $462 million for 2022, $463
million for 2021 and $458 million for 2020. Variable lease
costs, which are included in operating lease costs, were not
material for 2022, 2021 and 2020. Total occupancy expenses
for space held in excess of the firm’s current requirements
were not material for 2022, 2021 and 2020.

The table below presents information about operating lease
liabilities.

Lease payments relating to operating lease arrangements that
were signed but had not yet commenced were $1.48 billion as
of December 2022.

$ in millions
As of December 2022
2023
2024
2025
2026
2027
2028 - thereafter
Total undiscounted lease payments
Imputed interest
Total operating lease liabilities
g
p

Weighted average remaining lease term
Weighted average discount rate

As of December 2021

2022
2023
2024
2025
2026
2027 - thereafter
Total undiscounted lease payments
Imputed interest
g
p
Total operating lease liabilities

Weighted average remaining lease term
Weighted average discount rate

Operating
lease liabilities

325
334
283
236
203
1,424
2,805
(651)
2,154

13 years
3.66%

305
307
284
258
216
1,655
3,025
(737)
2,288

14 years
3.61%

In the table above,
the weighted average discount rate
represents the firm’s incremental borrowing rate as of
January 2019 for operating leases existing on the date of
adoption of ASU No. 2016-02, “Leases (Topic 842),” and at
the lease inception date for leases entered into subsequent to
the adoption of this ASU.

Accrued Expenses and Other
Accrued expenses and other included:

• Liabilities classified as held for sale were not material as of
December 2022 and $310 million as of December 2021
related to certain of the firm’s consolidated investments
within Asset & Wealth Management, substantially all of
which consisted of other secured financings primarily
carried at fair value under the fair value option, and were
related to assets classified as held for sale. See Note 12 for
further information about assets held for sale.

• Contract liabilities, which represent consideration received
by the firm in connection with its contracts with clients
prior to providing the service, were $113 million as of
December 2022 and were not material as of December
2021.

Note 16.
Securitization Activities

The firm securitizes residential and commercial mortgages,
corporate bonds, loans and other types of financial assets by
selling these assets to securitization vehicles (e.g., trusts,
corporate entities and limited liability companies) or through
a resecuritization. The firm acts as underwriter of
the
interests that are sold to investors. The firm’s
beneficial
in
residential mortgage
connection with government agency securitizations.

are primarily

securitizations

Goldman Sachs 2022 Form 10-K

183

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

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
from underwriting activities are
recognized in connection with the sales of the underlying
beneficial interests to investors.

revenues

the
The firm generally receives cash in exchange for
transferred assets but may also have continuing involvement
with the transferred financial assets, including ownership of
beneficial interests in securitized financial assets, primarily in
the form of debt instruments. The firm may also purchase
senior or subordinated securities issued by securitization
vehicles (which are typically VIEs)
in connection with
secondary market-making activities.

The primary risks included in beneficial interests and other
interests
from the firm’s continuing involvement with
securitization vehicles are the performance of the underlying
collateral, the position of the firm’s investment in the capital
structure of the securitization vehicle and the market yield for
the security.
fair value are
Interests accounted for at
primarily classified in level 2 of the fair value hierarchy.
Interests not accounted for at fair value are carried at
amounts that approximate fair value. See Note 4 for further
information about fair value measurements.

The table below presents the amount of financial assets
securitized and the cash flows received on retained interests
in securitization entities in which the firm had continuing
involvement as of the end of the period.

Year Ended December

$ in millions
Residential mortgages
Commercial mortgages
Other financial assets
Total financial assets securitized

2021

2022

2020
$ 26,717 $ 29,048 $ 20,167
14,904
18,396
1,775
4,377
$ 44,269 $ 51,821 $ 36,846

13,935
3,617

Retained interests cash flows

551 $

513 $

331

The firm securitized assets of $792 million during 2022, $886
million during 2021 and $551 million during 2020, in a non-
cash exchange for loans and investments.

184 Goldman Sachs 2022 Form 10-K

The table below presents information about nonconsolidated
securitization entities to which the firm sold assets and had
continuing involvement as of the end of the period.

Outstanding
Principal
Amount

Retained
Interests

Purchased
Interests

$ in millions
As of December 2022
U.S. government agency-issued CMOs $
Other residential mortgage-backed
Other commercial mortgage-backed
Corporate debt and other asset-backed
Total

38,617 $
27,075
59,688
8,750
134,130 $

1,835 $
1,461
1,349
398
5,043 $

As of December 2021

U.S. government agency-issued CMOs $
Other residential mortgage-backed
Other commercial mortgage-backed
Corporate debt and other asset-backed
Total

33,984 $
23,262
50,350
7,755
115,351 $

955 $

1,114
1,123
360
3,552 $

–
117
82
46
245

3
96
130
37
266

In the table above:

• CMOs represents collateralized mortgage obligations.

• The outstanding principal amount is presented for the
purpose of providing information about the size of the
securitization entities and is not representative of the firm’s
risk of loss.

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

is limited to the carrying value of these interests.

• Purchased interests represent senior and subordinated
interests, purchased in connection with secondary market-
making activities, in securitization entities in which the
firm also holds retained interests.

• Substantially all of the total outstanding principal amount
and total retained interests relate to securitizations during
2018 and thereafter.

• The fair value of retained interests was $5.03 billion as of

December 2022 and $3.57 billion as of December 2021.

carrying

In addition to the interests in the table above, the firm had
other continuing involvement
in the form of derivative
transactions and commitments with certain nonconsolidated
VIEs. The
and
value of
commitments was a net asset of $72 million as of December
2022 and $81 million as of December 2021, and the notional
amount of these derivatives and commitments was $1.90
billion as of December 2022 and $1.81 billion as of December
these derivatives and
2021. The notional amounts of
commitments are included in maximum exposure to loss in
the nonconsolidated VIE table in Note 17.

these derivatives

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

The table below presents information about the weighted
average key economic assumptions used in measuring the fair
value of mortgage-backed retained interests.

Note 17.

Variable Interest Entities

$ in millions
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

In the table above:

As of December

2022
4,644 $
6.6
7.7%

(27) $
(48) $

9.5%
(138) $
(266) $

2021
3,209
5.1
14.1%
(38)
(69)
5.6%
(49)
(96)

$
$

• 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
assumption.
in
changes
In
assumptions might magnify or counteract the sensitivities
disclosed above.

changes
simultaneous

practice,

• The constant prepayment

positions
determination of fair value.

for which it

rate is

included only for
is a key assumption in the

• The discount rate for retained interests that relate to U.S.
government agency-issued CMOs does not include any
credit loss. Expected credit loss assumptions are reflected in
the discount rate for the remainder of retained interests.

The firm has other retained interests not reflected in the table
above with a fair value of $384 million and a weighted
average life of 6.4 years as of December 2022, and a fair value
of $360 million and a weighted average life of 3.6 years as of
December 2021. 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 2022 and December 2021. The firm’s maximum
exposure to adverse changes in the value of these interests is
the carrying value of $398 million as of December 2022 and
$360 million as of December 2021.

A variable interest in a VIE is an investment (e.g., debt or
equity) or other interest (e.g., derivatives or loans and lending
commitments) that will absorb portions of the VIE’s expected
losses and/or receive portions of the VIE’s expected residual
returns.

The firm’s variable interests in VIEs include senior and
subordinated debt; loans and lending commitments; limited
and general partnership interests; preferred and common
equity; derivatives that may include foreign currency, equity
and/or credit risk; guarantees; and certain of the fees the firm
receives from investment funds. Certain interest rate, foreign
currency and credit derivatives the firm enters into with VIEs
are not variable interests because they create, rather than
absorb, risk.

VIEs generally finance the purchase of assets by issuing debt
and equity securities that are either collateralized by or
indexed to the assets held by the VIE. The debt and equity
securities issued by a VIE may include tranches of varying
levels of subordination. The firm’s involvement with VIEs
includes securitization of financial assets, as described in
Note 16, and investments in and loans to other types of VIEs,
as described below. See Note 3 for the firm’s consolidation
policies, including the definition of a VIE.

VIE Consolidation Analysis
The enterprise with a controlling financial interest in a VIE is
known as the primary beneficiary and consolidates the VIE.
The firm determines whether it is the primary beneficiary of a
VIE by performing an analysis that principally considers:

• Which variable interest holder has the power to direct the
activities of the VIE that most significantly impact the
VIE’s economic performance;

• Which variable interest holder has the obligation to absorb
losses or the right to receive benefits from the VIE that
could potentially be significant to the VIE;

• The VIE’s purpose and design, including the risks the VIE
was designed to create and pass through to its variable
interest holders;

• The VIE’s capital structure;

• The terms between the VIE and its variable interest holders

and other parties involved with the VIE; and

• Related-party relationships.

Goldman Sachs 2022 Form 10-K

185

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

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.

VIE Activities
The firm is principally involved with VIEs through the
following business activities:

Mortgage-Backed VIEs. The firm sells residential and
commercial mortgage loans and securities to mortgage-
backed VIEs and may retain beneficial interests in the assets
sold to these VIEs. The firm purchases and sells beneficial
interests issued by mortgage-backed VIEs in connection with
market-making activities. In addition, the firm may enter into
derivatives with certain of these VIEs, primarily interest rate
swaps, which are typically not variable interests. The firm
generally enters into derivatives with other counterparties to
mitigate its risk.

Real Estate, Credit- and Power-Related 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 generally
does not sell assets to, or enter into derivatives with, these
VIEs.

rather

Corporate Debt and Other Asset-Backed VIEs. The firm
structures VIEs that issue notes to clients, purchases and sells
beneficial interests issued by corporate debt and other asset-
backed VIEs in connection with market-making activities,
and makes loans to VIEs that warehouse corporate debt.
Certain of these VIEs synthetically create the exposure for the
they issue by entering into credit
interests
beneficial
than purchasing the
derivatives with the firm,
underlying assets.
the firm may enter into
derivatives, such as total return swaps, with certain corporate
debt and other asset-backed VIEs, under which the firm pays
the VIE a return due to the beneficial interest holders and
receives the return on the collateral owned by the VIE. The
collateral owned by these VIEs is primarily other asset-
backed loans and securities. The firm may be removed as the
total return swap counterparty and may enter into derivatives
with other counterparties to mitigate its risk related to these
swaps. The firm may sell assets to the corporate debt and
other asset-backed VIEs it structures.

In addition,

Principal-Protected Note VIEs. The firm structures VIEs
that issue principal-protected notes to clients. These VIEs
own portfolios of assets, principally with exposure to hedge
funds. Substantially all of the principal protection on the
notes issued by these VIEs is provided by the asset portfolio
rebalancing that is required under the terms of the notes. The
firm enters into total return swaps with these VIEs under
which the firm pays the VIE the return due to the principal-
protected note holders and receives the return on the assets
owned by the VIE. The firm may enter into derivatives with
other counterparties to mitigate its risk. The firm also
obtains funding through these VIEs.

Investments in Funds. The firm makes equity investments
in certain investment fund VIEs it manages and is entitled to
receive fees from these VIEs. The firm has generally not sold
assets to, or entered into derivatives with, these VIEs.

Nonconsolidated VIEs
The table below presents a summary of the nonconsolidated
VIEs in which the firm holds variable interests.

$ 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
Debt and equity

Total

In the table above:

As of December

2022

2021

$ 181,697 $ 176,809
9,582
$
928
$

12,325 $
659 $

5,043 $
861
3,087
8,802
6,026
23,819 $

3,552
1,071
2,440
8,682
4,639
20,384

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

the rows under maximum exposure to loss.

• The firm’s exposure to the obligations of VIEs is generally
limited to its interests in these entities. In certain instances,
the
derivative
guarantees,
guarantees, to VIEs or holders of variable interests in VIEs.

firm provides

including

• The maximum exposure to loss excludes the benefit of
offsetting financial instruments that are held to mitigate the
risks associated with these variable interests.

• The maximum exposure to loss from retained interests,
purchased interests, and debt and equity is the carrying
value of these interests.

• The maximum exposure to loss from commitments and
guarantees, and derivatives is the notional amount, which
does not represent anticipated losses and has not been
reduced by unrealized losses. As a result, the maximum
exposure
for
commitments and guarantees, and derivatives.

liabilities

recorded

exceeds

loss

186 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

The table below presents information, by principal business
activity, 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

As of December

2022

2021

$ 127,290 $ 120,343
4,147
$

4,977 $

4,645 $
332
64
2
5,043 $

3,192
955
34
18
4,199

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:

$
$
$

29,193 $ 26,867
3,923
8

4,415 $
2 $

Commitments and guarantees
Derivatives
Debt and equity

Total

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
Debt and equity

Total

Investments in funds
Assets in VIEs
Carrying value of variable interests — assets
Maximum exposure to loss:

Commitments and guarantees
Derivatives
Debt and equity

Total

$
$
$

$
$

2,679 $
–
4,414
7,093 $

2,030
64
3,923
6,017

19,428 $ 18,391
1,156
920

2,817 $
657 $

398 $
529
190
8,800
1,496
11,413 $

360
116
250
8,597
360
9,683

5,786 $ 11,208
356

116 $

154 $
–
116
270 $

126
3
356
485

As of both December 2022 and December 2021, the carrying
values of the firm’s variable interests in nonconsolidated VIEs
are included in the consolidated balance sheets as follows:

• Mortgage-backed: Assets primarily included in trading

assets and loans.

• Real estate, credit- and power-related and other investing:
Assets primarily included in investments and loans, and
liabilities included in trading liabilities and other liabilities.

• Corporate debt and other asset-backed: Assets included in
loans and trading assets, and liabilities included in trading
liabilities.

• Investments in funds: Assets included in investments.

Consolidated VIEs
The table below presents a summary of the carrying value
and balance sheet classification of assets and liabilities in
consolidated VIEs.

$ in millions
Total consolidated VIEs
Assets
Cash and cash equivalents
Customer and other receivables
Trading assets
Investments
Loans
Other assets
Total

Liabilities
Other secured financings
Customer and other payables
Trading liabilities
Unsecured short-term borrowings
Unsecured long-term borrowings
Other liabilities
Total

In the table above:

As of December

2022

2021

348 $
7
103
101
1,177
336
2,072 $

952 $
51
9
58
16
112
1,198 $

501
–
122
153
1,988
314
3,078

1,143
34
7
146
81
163
1,574

• 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.

Goldman Sachs 2022 Form 10-K

187

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

The table below presents information, by principal business
activity, for consolidated VIEs included in the summary table
above.

Note 18.

Commitments, Contingencies and Guarantees

As of December

2022

2021

Commitments
The table below presents commitments by type.

$ in millions
Real estate, credit-related and other investing
Assets
Cash and cash equivalents
Customer and other receivables
Trading assets
Investments
Loans
Other assets
Total

Liabilities
Other secured financings
Customer and other payables
Trading liabilities
Other liabilities
Total

Corporate debt and other asset-backed
Assets
Cash and cash equivalents
Trading assets
Total

Liabilities
Other secured financings
Total

Principal-protected notes
Assets
Trading assets
Total

Liabilities
Other secured financings
Unsecured short-term borrowings
Unsecured long-term borrowings
Total

In the table above:

$
$

339 $
7
42
101
1,177
336
2,002 $

274
–
16
153
1,988
314
2,745

170 $
51
9
112
342 $

9 $

20
29 $

482 $
482 $

41 $
41 $

300 $
58
16
374 $

150
34
7
163
354

227
17
244

602
602

89
89

391
146
81
618

• The majority of the assets in principal-protected notes VIEs

are intercompany and are eliminated in consolidation.

• Creditors and beneficial
credit-related and other
recourse to the general credit of the firm.

interest holders of real estate,
investing VIEs do not have

$ in millions
Commitment Type
Commercial lending:
Investment-grade
Non-investment-grade

Warehouse financing
Consumer
Total lending
Risk participations
Collateralized agreement
Collateralized financing
Investment
Other
Total commitments

As of December

2022

2021

97,659 $
56,265
9,116
64,098
227,138
9,173
105,301
22,532
7,705
9,690

95,585
69,635
10,391
35,941
211,552
10,016
101,031
29,561
11,381
9,143
$ 381,539 $ 372,684

The table below presents commitments by expiration.

$ in millions
Commitment Type
Commercial lending:
Investment-grade
Non-investment-grade

Warehouse financing
Consumer
Total lending
Risk participations
Collateralized agreement
Collateralized financing
Investment
Other
Total commitments

As of December 2022

2023

2024 -
2025

2026 -

2028 -
2027 Thereafter

14,764 $ 26,601 $ 54,258 $

2,036
5,939
38
–
8,013
87
–
–
2,716
237
224,918 $ 57,408 $ 88,160 $ 11,053

4,850
1,633
64,097
85,344
2,932
104,392
21,816
1,266
9,168

17,875
6,248
1
50,725
3,394
909
716
1,379
285

27,601
1,197
–
83,056
2,760
–
–
2,344
–

Lending Commitments
The firm’s commercial and warehouse financing lending
commitments are agreements to lend with fixed termination
dates and depend on the satisfaction of all contractual
conditions to borrowing. These commitments are presented
net of amounts syndicated to third parties. The total
commitment amount does not necessarily reflect actual future
cash flows because the firm may syndicate portions of these
commitments. In addition, commitments can expire unused
or be reduced or cancelled at the counterparty’s request. The
firm also provides credit to consumers by issuing credit card
lines and through commitments
to provide unsecured
installment loans.

table below presents

The
commitments.

information about

lending

As of December

$ in millions
Held for investment
Held for sale
At fair value
Total

188 Goldman Sachs 2022 Form 10-K

2022

2021
$ 222,689 $ 197,120
13,175
1,257
$ 227,138 $ 211,552

3,355
1,094

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

In the table above:

• Held for investment lending commitments are accounted
for at amortized cost. The carrying value of
lending
commitments was a liability of $1.01 billion (including
allowance for credit losses of $774 million) as of December
2022 and $1.05 billion (including allowance for credit losses
of $776 million) as of December 2021. The estimated fair
value of such lending commitments was a liability of $5.95
billion as of December 2022 and $4.17 billion as of
December 2021. Had these lending commitments been
carried at
fair value and included in the fair value
hierarchy, $3.11 billion as of December 2022 and $1.91
billion as of December 2021 would have been classified in
level 2, and $2.84 billion as of December 2022 and $2.26
billion as of December 2021 would have been classified in
level 3.

• Held for sale lending commitments are accounted for at the
lower of cost or fair value. The carrying value of lending
commitments held for sale was a liability of $88 million as
of December 2022 and $91 million as of December 2021.
The estimated fair value of such lending commitments
approximates
the carrying value. Had these lending
commitments been included in the fair value hierarchy,
they would have been primarily classified in level 3 as of
both December 2022 and December 2021.

• Gains or losses related to lending commitments at fair
value, if any, are generally recorded net of any fees in other
principal transactions.

Commercial Lending. The firm’s commercial
lending
commitments were primarily extended to investment-grade
corporate borrowers. Such commitments primarily included
$127.60 billion as of December 2022 and $120.99 billion as of
December 2021, related to relationship lending activities
(principally used for operating and general corporate
purposes), and $7.71 billion as of December 2022 and $21.07
billion as of December 2021, related to other investment
banking
contingent
acquisition financing and are often intended to be short-term
in nature, as borrowers often seek to replace them with other
funding sources). The firm also extends lending commitments
in connection with other
types of corporate lending,
commercial real estate financing and other collateralized
lending. See Note 9 for further information about funded
loans.

extended for

(generally

activities

Warehouse Financing. The firm provides financing to
clients who warehouse financial assets. These arrangements
are collateralized by the warehoused assets, primarily
consisting of residential real estate, consumer and corporate
loans.

Consumer. The firm’s consumer lending commitments
includes:

2021

• Credit card lines issued by the firm to consumers were
$62.22 billion as of December 2022 and $33.97 billion as of
December 2021. These credit card lines are cancellable by
the firm. The increase in credit card lending commitments
from December
included
to December
firm’s
$15.0 billion relating
approximately
acquisition of the General Motors co-branded credit card
portfolio in February 2022. In addition, consumer lending
commitments as of December 2021 included a commitment
of approximately $2.0 billion to acquire the outstanding
credit card loans related to the General Motors co-branded
credit card portfolio.

2022
to the

• Commitments to provide unsecured installment loans to
consumers were $1.88 billion as of December 2022 and
$9 million as of December 2021. The increase in these
lending commitments from December 2021 to December
2022 primarily related to commitments extended in
connection with point-of-sale financing.

Risk Participations
The firm also risk participates certain of its commercial
lending commitments to other financial institutions. In the
event of a risk participant’s default,
the firm will be
responsible to fund the borrower.

includes

Agreement

Commitments/

Collateralized
Collateralized Financing Commitments
Collateralized agreement commitments
forward
starting resale and securities borrowing agreements, and
forward
collateralized financing commitments
starting repurchase and secured lending agreements that
settle at a future date, generally within three business days.
Collateralized
includes
transactions where the firm has entered into commitments to
provide contingent financing to its clients and counterparties
through resale agreements. The firm’s funding of
these
commitments depends on the satisfaction of all contractual
conditions to the resale agreement and these commitments
can expire unused.

commitments

agreement

also

lending activities,

To mitigate the credit risk associated with the firm’s
commercial
credit
protection on certain loans and lending commitments
through credit default swaps, both single-name and index-
based contracts, and through the issuance of credit-linked
notes.

firm obtains

the

Goldman Sachs 2022 Form 10-K

189

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Investment Commitments
Investment commitments includes commitments to invest in
private equity, real estate and other assets directly and
through funds that the firm raises and manages. Investment
commitments included $1.29 billion as of December 2022 and
$1.60 billion as of December 2021, 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.

firm’s

commitment

Investment commitments as of December 2021 included
approximately $1.90 billion related to the firm’s commitment
to acquire NNIP and approximately $2.0 billion related to
to acquire GreenSky. These
the
acquisitions were completed in 2022. See Note 12 for
information about these acquisitions. In addition, as of
December 2021, the firm had an undrawn commitment of
approximately
other
commitments) to GreenSky to acquire loans originated by
GreenSky’s bank partners, which was terminated upon
completion of the acquisition.

(included within

$600 million

Contingencies
Legal Proceedings. See Note 27 for information about legal
proceedings.

Guarantees
The table below presents derivatives that meet the definition
of a guarantee, securities lending and clearing guarantees and
certain other financial guarantees.

Securities
lending and
clearing

Other
financial
guarantees

y g

Derivatives

$ in millions
As of December 2022
y
Carrying Value of Net Liability
Maximum Payout/Notional Amount by Period of Expiration
2023
2024 - 2025
2026 - 2027
2028 - thereafter
Total

$ 110,599 $
133,090
20,252
27,518
,
$ 291,459 $

7,485 $

–
–
–

– $

20,970 $

y g

As of December 2021
y
Carrying Value of Net Liability
Maximum Payout/Notional Amount by Period of Expiration
2022
2023 - 2024
2025 - 2026
2027 - thereafter
Total

68,212 $
48,273
19,706
30,006
$ 166,197 $
,

3,406 $

–
–
–

11,046 $

– $

395

1,634
3,308
1,837
93
6,872

234

871
3,608
2,015
97
6,591

In the table above:

• The maximum payout is based on the notional amount of

the contract and does not represent anticipated losses.

• Amounts exclude certain commitments to issue standby
letters of credit that are included in lending commitments.
See the tables in “Commitments” above for a summary of
the firm’s commitments.

190 Goldman Sachs 2022 Form 10-K

• The carrying value for derivatives included derivative
assets of $578 million as of December 2022 and $1.10
billion as of December 2021, and derivative liabilities of
$8.06 billion as of December 2022 and $4.51 billion as of
December 2021.

Derivative Guarantees. The firm enters into various
derivatives that meet the definition of a guarantee under U.S.
GAAP, including written equity and commodity put options,
written currency contracts and interest rate caps, floors and
swaptions. These derivatives are risk managed together with
derivatives that do not meet the definition of a guarantee, and
therefore the amounts in the table above do not reflect the
firm’s overall risk related to derivative activities. Disclosures
about derivatives are not required if they may be cash settled
and the firm has no basis to conclude it is probable that the
counterparties held the underlying instruments at
the
inception of the contract. The firm has concluded that these
conditions have been met for certain large, internationally
active commercial and investment bank counterparties,
central clearing counterparties, hedge funds and certain other
counterparties. Accordingly, the firm has not included such
contracts in the table above. See Note 7 for information
about credit derivatives that meet
the definition of a
guarantee, which are not included in the table above.

Derivatives are accounted for at fair value and therefore the
carrying value is considered the best indication of payment/
performance risk for individual contracts. However, the
carrying values in the table above exclude the effect of
counterparty and cash collateral netting.

Securities Lending and Clearing Guarantees. Securities
lending and clearing guarantees include the indemnifications
and guarantees that the firm provides in its capacity as an
agency lender and in its capacity as a sponsoring member of
the Fixed Income Clearing Corporation.

the firm indemnifies most of

As an agency lender,
its
securities lending customers against losses incurred in the
event
that borrowers do not return securities and the
collateral held is insufficient to cover the market value of the
securities borrowed. The maximum payout of
such
indemnifications was $12.23 billion as of December 2022 and
$11.05 billion as of December 2021. Collateral held by the
lenders in connection with securities lending indemnifications
was $12.62 billion as of December 2022 and $11.36 billion as
of December 2021. Because the contractual nature of these
arrangements requires the firm to obtain collateral with a
market value that exceeds the value of the securities lent to
the borrower, there is minimal performance risk associated
with these indemnifications.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

the Government Securities
As a sponsoring member of
Division of the Fixed Income Clearing Corporation, the firm
guarantees the performance of its sponsored member clients
to the Fixed Income Clearing Corporation in connection with
certain resale and repurchase agreements. To minimize
potential
losses on such guarantees, the firm obtains a
security interest in the collateral that the sponsored client
placed with the Fixed Income Clearing Corporation.
Therefore, the risk of loss on such guarantees is minimal. As
of December 2022, the maximum payout on this guarantee
was $8.74 billion and the related collateral held was $8.70
billion. There were no amounts outstanding under the
guarantee as of December 2021.

Other Financial Guarantees. In the ordinary course of
business, the firm provides other financial guarantees of the
obligations of third parties (e.g., standby letters of credit and
other guarantees to enable clients to complete transactions
and fund-related guarantees). These guarantees represent
to beneficiaries
obligations
the
to make payments
guaranteed party fails to fulfill
its obligation under a
contractual arrangement with that beneficiary. Other
financial guarantees also include a guarantee that the firm
has provided to the Government of Malaysia that it will
receive, by August 2025, at least $1.4 billion in assets and
proceeds from assets seized by governmental authorities
around the world related to 1Malaysia Development Berhad,
a sovereign wealth fund in Malaysia (1MDB). In connection
with this guarantee, the firm is also required to make a one-
time interim payment of $250 million towards the $1.4 billion
if the Government of Malaysia has not received at least
$500 million in assets and proceeds by August 2022. The firm
considers the reports that it receives on a semi-annual basis,
expected in February and August, in evaluating the progress
of Malaysia’s recovery efforts. The firm and the Government
of Malaysia disagree about and, following an extension of
the contractual dispute resolution period, continue to discuss
whether the Government of Malaysia did, in fact, recover at
least $500 million as of August 2022 and whether any interim
payment was due. If the parties are unable to resolve this
dispute, it would be settled by arbitration. Any amounts paid
by the firm would, in any event, be subject to reimbursement
in the event
the assets and proceeds received by the
Government of Malaysia through August 18, 2028 exceed
$1.4 billion. See Note 27 for further information about
matters related to 1MDB.

including Goldman Sachs Capital

Guarantees of Securities Issued by Trusts. The firm has
established trusts,
I,
Goldman Sachs Capital II and Goldman Sachs Capital III (the
Trusts), and other entities, for the limited purpose of issuing
securities to third parties, lending the proceeds to the firm
and entering into contractual arrangements with the firm and
third parties related to this purpose. The firm does not
consolidate these entities. See Notes 14 and 19 for further
information about the transactions involving the Trusts.

The firm effectively provides for the full and unconditional
guarantee of the securities issued by these entities. Timely
payment by the firm of amounts due to these entities under
the guarantee, borrowing, preferred stock and related
contractual arrangements will be sufficient to cover payments
due on the securities issued by these entities. No subsidiary of
Group Inc. guarantees the securities of the Trusts.

that

is unlikely

any
Management believes
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,
related
contractual arrangements and in connection with certain
expenses incurred by these entities.

borrowing,

preferred

stock

and

Indemnities and Guarantees of Service Providers. In
the ordinary course of business, the firm indemnifies and
guarantees certain service providers, such as clearing and
custody agents, trustees and administrators, against specified
potential losses in connection with their acting as an agent of,
or providing services to, the firm or its affiliates.

The firm may also be liable to some clients or other parties
for losses arising from its custodial role or caused by acts or
omissions of third-party service providers,
including sub-
custodians and third-party brokers. In certain cases, the firm
has the right to seek indemnification from these third-party
service providers for certain relevant losses incurred by the
firm. In addition, the firm is a member of payment, clearing
and settlement networks, as well as securities exchanges
around the world that may require the firm to meet the
obligations of such networks and exchanges in the event of
member defaults and other loss scenarios.

In connection with the firm’s prime brokerage and clearing
businesses, the firm agrees to clear and settle transactions
entered into by clients with other brokerage firms. The firm’s
obligations in respect of such transactions are secured by the
assets in the client’s account and proceeds received from the
transactions cleared and settled by the firm on behalf of the
client. In connection with joint venture investments, the firm
may issue loan guarantees under which it may be liable in the
event of fraud, misappropriation, environmental liabilities
and other matters involving the borrower.

Goldman Sachs 2022 Form 10-K

191

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

these

The firm is unable to develop an estimate of the maximum
payout under
and indemnifications.
guarantees
However, management believes that it is unlikely the firm
will have to make any material payments under these
liabilities related to these
arrangements, and no material
guarantees and indemnifications have been recognized in the
consolidated balance sheets as of both December 2022 and
December 2021.

Warranties

Representations,

and
Other
Indemnifications. The firm provides representations and
warranties to counterparties in connection with a variety of
commercial transactions and occasionally indemnifies them
those
against potential
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.

losses caused by the breach of

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 balance sheets as of both
December 2022 and December 2021.

subject

Inc. et Cie,

Guarantees of Subsidiaries. Group Inc. is the entity that
fully and unconditionally guarantees the securities issued by
GS Finance Corp., a wholly-owned finance subsidiary of the
firm. Group Inc. has guaranteed the payment obligations of
Goldman Sachs & Co. LLC (GS&Co.), GS Bank USA and
to certain
Goldman Sachs Paris
exceptions. In addition, Group Inc. has provided guarantees
to Goldman Sachs International (GSI) and GSBE related to
agreements that each entity has entered into with certain of
the
its counterparties. Group Inc. guarantees many of
its other consolidated subsidiaries on a
obligations of
transaction-by-transaction
negotiated with
as
counterparties. Group Inc. is unable to develop an estimate of
subsidiary guarantees.
the maximum payout under
However, because these obligations are also obligations of
consolidated subsidiaries, Group Inc.’s liabilities as guarantor
are not separately disclosed.

basis,

its

192 Goldman Sachs 2022 Form 10-K

Note 19.
Shareholders’ Equity

Common Equity
As of both December 2022 and December 2021, 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. During 2022,
in
connection with the acquisition of GreenSky, the firm issued
approximately 5.5 million shares of common stock, including
approximately 325,000 shares subject to future service.

The firm’s share repurchase program is intended to help
maintain the appropriate level of common equity. The share
repurchase program is effected primarily through regular
open-market purchases (which may include repurchase plans
designed to comply with Rule 10b5-1 and accelerated share
the amounts and timing of which are
repurchases),
determined primarily by the firm’s current and projected
capital position, and capital deployment opportunities, but
which may also be influenced by general market conditions
and the prevailing price and trading volumes of the firm’s
common stock.

The table below presents information about common stock
repurchases.

Year Ended December

in millions, except per share amounts
Common share repurchases
Average cost per share
Total cost of common share repurchases

2021
15.3

2022
10.1

2020
8.2
$ 346.07 $ 339.81 $ 236.35
$ 3,500 $ 5,200 $ 1,928

Pursuant to the terms of certain share-based compensation
plans, employees may remit shares to the firm or the firm
may cancel share-based awards to satisfy statutory employee
tax withholding requirements. Under these plans, 11,644
shares in 2022, 1,830 shares in 2021 and 3,476 shares in 2020
were remitted with a total value of $4 million in 2022,
$0.5 million in 2021 and $0.9 million in 2020, and the firm
cancelled 4.6 million share-based awards in 2022, and
3.4 million in both 2021 and 2020, with a total value of $1.59
billion in 2022, $984 million in 2021 and $829 million in 2020.

The table below presents common stock dividends declared.

Year Ended December

Dividends declared per common share

2022

2020
$ 9.00 $ 6.50 $ 5.00

2021

On January 13, 2023, the Board of Directors of Group Inc.
(Board) declared a dividend of $2.50 per common share to be
paid on March 30, 2023 to common shareholders of record
on March 2, 2023.

A
C
D
E
F
J
K
O
P
Q
R
S
T
U
V
Total

Series
A
C
D
E
F
J
K
O
P
Q
R
S
T
U
V
Total

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Preferred Equity
The tables below present information about the perpetual
preferred stock issued and outstanding as of December 2022.

Series

Shares
Authorized

Shares
Issued

30,000
8,000
54,000
7,667
1,615
40,000
28,000
26,000
60,000
20,000
24,000
14,000
27,000
30,000
30,000
400,282

Shares
Outstanding

Depositary Shares
Per Share

29,999
8,000
53,999
7,667
1,615
40,000
28,000
26,000
60,000
20,000
24,000
14,000
27,000
30,000
30,000
400,280

1,000
1,000
1,000
N.A.
N.A.
1,000
1,000
25
25
25
25
25
25
25
25

50,000
25,000
60,000
17,500
5,000
46,000
32,200
26,000
66,000
20,000
24,000
14,000
27,000
30,000
30,000
472,700

Earliest Redemption Date

Liquidation
Preference

Currently redeemable $
Currently redeemable $
Currently redeemable $
Currently redeemable $
Currently redeemable $
May 10, 2023 $
May 10, 2024 $
November 10, 2026 $
Currently redeemable $
August 10, 2024 $
February 10, 2025 $
February 10, 2025 $
May 10, 2026 $
August 10, 2026 $
November 10, 2026 $

25,000 $
25,000
25,000
100,000
100,000
25,000
25,000
25,000
25,000
25,000
25,000
25,000
25,000
25,000
25,000

Redemption Value
($ in millions)
750
200
1,350
767
161
1,000
700
650
1,500
500
600
350
675
750
750
10,703

In the tables above:

• All shares have a par value of $0.01 per share and, where
applicable, each share is represented by the specified
number of depositary shares.

• The earliest redemption date represents the date on which
each share of non-cumulative preferred stock is redeemable
at the firm’s option.

• Prior to redeeming preferred stock, the firm must receive

approval from the FRB.

• The redemption price per share for Series A through F and
Series Q through V 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.

• 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.

II and Goldman Sachs Capital

• Series E and Series F Preferred Stock are held by Goldman
III,
Sachs Capital
respectively. These trusts are Delaware statutory trusts
sponsored by
firm and wholly-owned finance
subsidiaries of the firm for regulatory and legal purposes
but are not consolidated for accounting purposes.

the

In 2021, the firm redeemed all outstanding shares of its (i)
Series N 6.30% Non-Cumulative Preferred Stock with a
redemption value of $675 million ($25,000 per share), plus
accrued and unpaid dividends and (ii) Series M 5.375%
Fixed-to-Floating Rate Non-Cumulative Preferred Stock with
a redemption value of $2 billion ($25,000 per share), plus
accrued and unpaid dividends. The difference between the
redemption value and net carrying value at the time of these
redemptions was $41 million, which was recorded as an
addition to preferred stock dividends in 2021.

In 2020, the firm redeemed the remaining 14,000 outstanding
shares of its Series L 5.70% Non-Cumulative Preferred Stock
with a redemption value of $350 million ($25,000 per share),
plus accrued and unpaid dividends. The difference between
the redemption value and net carrying value was $1 million,
which was recorded as an addition to preferred stock
dividends in 2020.

Goldman Sachs 2022 Form 10-K

193

On January 5, 2023, Group Inc. declared dividends of
$341.29 per share of Series A Preferred Stock, $341.29 per
share of Series C Preferred Stock, $336.18 per share of Series
D Preferred Stock, $343.75 per share of Series J Preferred
Stock, $398.44 per share of Series K Preferred Stock, $476.99
per share of Series P Preferred Stock, $687.50 per share of
Series Q Preferred Stock, $618.75 per share of Series R
Preferred Stock, $550.00 per share of Series S Preferred Stock
and $456.25 per share of Series U Preferred Stock to be paid
on February 10, 2023 to preferred shareholders of record on
January 26, 2023. In addition, the firm declared dividends of
$1,382.02 per share of Series E Preferred Stock and $1,382.64
per share of Series F Preferred Stock to be paid on March 1,
2023 to preferred shareholders of record on February 14,
2023.

Accumulated Other Comprehensive Income/(Loss)
The table below presents changes in accumulated other
comprehensive income/(loss), net of tax, by type.

$ in millions
Year Ended December 2022
Currency translation
Debt valuation adjustment
Pension and postretirement liabilities
Available-for-sale securities
Total

Year Ended December 2021
Currency translation
Debt valuation adjustment
Pension and postretirement liabilities
Available-for-sale securities
Total

Year Ended December 2020
Currency translation
Debt valuation adjustment
Pension and postretirement liabilities
Available-for-sale securities
Total

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

Beginning
balance

Ending
balance

(738) $
(511)
(327)
(492)

$ (2,068) $

(696) $
(833)
(368)
463

$ (1,434) $

(616) $
(572)
(342)
46

$ (1,484) $

(47) $

1,403
(172)
(2,126)

(785)
892
(499)
(2,618)
(942) $ (3,010)

(738)
(42) $
(511)
322
(327)
41
(955)
(492)
(634) $ (2,068)

(80) $

(261)
(26)
417

(696)
(833)
(368)
463
50 $ (1,434)

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

The table below presents the dividend rates of perpetual
preferred stock as of December 2022.

Series

Per Annum Dividend Rate

3 month LIBOR + 0.75%, with floor of 3.75%, 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 + 0.7675%, 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

5.30%, payable semi-annually, from issuance date to, but excluding,
November 10, 2026; 3 month LIBOR + 3.834%, payable quarterly, thereafter

3 month LIBOR + 2.874%, payable quarterly

5.50%, payable semi-annually, from issuance date to, but excluding,
August 10, 2024; 5 year treasury rate + 3.623%, payable semi-annually, thereafter

4.95%, payable semi-annually, from issuance date to, but excluding,
February 10, 2025; 5 year treasury rate + 3.224%, payable semi-annually, thereafter

4.40%, payable semi-annually, from issuance date to, but excluding,
February 10, 2025; 5 year treasury rate + 2.85%, payable semi-annually thereafter

3.80%, payable semi-annually, from issuance date to, but excluding,
May 10, 2026; 5 year treasury rate + 2.969%, payable semi-annually, thereafter

3.65%, payable semi-annually, from issuance date to, but excluding,
August 10, 2026; 5 year treasury rate + 2.915%, payable semi-annually, thereafter

4.125%, payable semi-annually, from issuance date to, but excluding,
November 10, 2026; 5 year treasury rate + 2.949%, payable semi-annually, thereafter

In the table above, dividends on each series of preferred stock
are payable in arrears for the periods specified.

The table below presents preferred stock dividends declared.

Year Ended December

2022

2021

2020

Series
A
C
D
E
F
J
K
L
M
N
O
P
Q
R
S
T
U
V
Total

per share

950.51 $

$
$ 1,013.90
$ 1,013.90
$ 4,055.55
$ 4,055.55
$ 1,375.00
$ 1,593.76
–
$
–
$
$
–
$ 1,325.00
$ 1,250.00
$ 1,375.00
$ 1,237.50
$ 1,100.00
950.00
$
$
942.92
$ 1,062.76

$ in
millions
28
8
55
31
6
55
45
–
–
–
34
75
28
30
16
26
28
32
$ 497

950.51 $

947.92 $

per share

$
$ 1,013.90
$ 1,013.90
$ 4,055.55
$ 4,055.55
$ 1,375.00
$ 1,593.76
–
$
–
$
$
787.50
$ 1,325.00
$ 1,250.00
$ 1,375.00
$ 1,237.50
$ 1,100.00
511.94
$
–
$
–
$

$ in
millions
28
8
55
31
7
55
44
–
–
19
34
75
28
30
15
14
–
–
$ 443

per share

$
$ 1,011.12
$ 1,011.12
$ 4,055.55
$ 4,055.55
$ 1,375.00
$ 1,593.76
361.54
$
$ 1,217.16
$ 1,575.00
$ 1,325.00
$ 1,250.00
$ 1,577.43
910.94
$
586.67
$
–
$
–
$
–
$

$ in
millions
28
8
55
31
6
55
45
4
97
43
34
75
32
22
8
–
–
–
$ 543

194 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Note 20.
Regulation and Capital Adequacy

The FRB is the primary regulator of Group Inc., a bank
holding company under the U.S. Bank Holding Company Act
of 1956 and a financial holding company under amendments
to this Act. The firm is subject to consolidated regulatory
capital requirements which are calculated in accordance with
the regulations of the FRB (Capital Framework).

requirements would result

The capital requirements are expressed as risk-based capital
and leverage ratios that compare measures of regulatory
capital to risk-weighted assets (RWAs), average assets and
off-balance sheet exposures. Failure to comply with these
capital
in restrictions being
imposed by the firm’s regulators and could limit the firm’s
ability to repurchase shares, pay dividends and make certain
discretionary compensation payments. The firm’s capital
levels are also subject
to qualitative judgments by the
regulators about components of capital, risk weightings and
other factors. Furthermore, certain of the firm’s subsidiaries
are subject to separate regulations and capital requirements.

Capital Framework
The regulations under the Capital Framework are largely
based on the Basel Committee on Banking Supervision’s
strengthening
(Basel Committee) capital
international capital standards (Basel III) and also implement
certain provisions of the Dodd-Frank Act. Under the Capital
Framework, the firm is an “Advanced approaches” banking
organization and has been designated as a global systemically
important bank (G-SIB).

framework for

The Capital Framework includes the minimum risk-based
capital and the capital conservation buffer requirements. The
that qualifies as
buffer must consist entirely of capital
Common Equity Tier 1 (CET1) capital.

The firm calculates its CET1 capital, Tier 1 capital and Total
capital ratios in accordance with both the Standardized and
Advanced Capital Rules. Each of the ratios calculated under
the Standardized and Advanced Capital Rules must meet its
respective capital requirements.

Under the Capital Framework, the firm is also subject to
leverage requirements which consist of a minimum Tier 1
leverage ratio and a minimum supplementary leverage ratio
(SLR), as well as the SLR buffer.

Consolidated Regulatory Capital Requirements
Risk-Based Capital Ratios. The table below presents the
risk-based capital requirements.

As of December 2022
CET1 capital ratio
Tier 1 capital ratio
Total capital ratio

As of December 2021

CET1 capital ratio
Tier 1 capital ratio
Total capital ratio

In the table above:

Standardized

Advanced

13.3%
14.8%
16.8%

13.4%
14.9%
16.9%

9.5%
11.0%
13.0%

• As of both December 2022 and December 2021, under both
the Standardized and Advanced Capital Rules, the CET1
capital ratio requirement includes a minimum of 4.5%, the
Tier 1 capital ratio requirement includes a minimum of
6.0% and the Total capital ratio requirement includes a
minimum of 8.0%. These requirements also include the
capital conservation buffer requirements, consisting of the
G-SIB surcharge
the
countercyclical capital buffer, which the FRB has set to
zero percent. In addition, the capital conservation buffer
requirements include the stress capital buffer of 6.3% as of
December 2022 and 6.4% as of December 2021 under the
Standardized Capital Rules and a buffer of 2.5% under the
Advanced Capital Rules.

2.5% (Method

and

• The G-SIB surcharge is updated annually based on
financial data from the prior year and is generally
applicable for the following year. The G-SIB surcharge is
calculated using two methodologies, the higher of which is
reflected in the firm’s risk-based capital requirements. The
first calculation (Method 1)
is based on the Basel
Committee’s methodology which, among other factors,
relies upon measures of the size, activity and complexity of
each G-SIB. The second calculation (Method 2) uses similar
inputs but includes a measure of reliance on short-term
wholesale funding.

Goldman Sachs 2022 Form 10-K

195

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

The table below presents information about risk-based
capital ratios.

Leverage Ratios. The table below presents the leverage
requirements.

Tier 1 leverage ratio
SLR

Requirements
4.0%
5.0%

In the table above, the SLR requirement of 5% includes a
minimum of 3% and a 2% buffer applicable to G-SIBs.

The table below presents information about leverage ratios.

$ in millions
Tier 1 capital

Average total assets
Deductions from Tier 1 capital
Average adjusted total assets
Off-balance sheet and other exposures
Total leverage exposure
p
g

Tier 1 leverage ratio
SLR

In the table above:

For the Three Months
Ended or as of December
2021
106,766

2022
108,552 $

$ 1,500,225 $ 1,466,770
(4,583)
1,462,187
448,334
$ 1,867,358 $ 1,910,521

(8,259)
1,491,966
375,392

7.3%
5.8%

7.3%
5.6%

• Average total assets represents the average daily assets for
the quarter adjusted for the impact of Current Expected
Credit Losses (CECL) transition.

• Off-balance sheet and other exposures primarily includes
the monthly average of off-balance sheet exposures,
consisting of derivatives, securities financing transactions,
commitments and guarantees.

• Tier 1 leverage ratio is calculated as Tier 1 capital divided

by average adjusted total assets.

• SLR is calculated as Tier 1 capital divided by total leverage

exposure.

$ in millions
As of December 2022
CET1 capital
Tier 1 capital
Tier 2 capital
Total capital
RWAs

CET1 capital ratio
Tier 1 capital ratio
Total capital ratio

As of December 2021
CET1 capital
Tier 1 capital
Tier 2 capital
Total capital
RWAs

CET1 capital ratio
Tier 1 capital ratio
Total capital ratio

Standardized

Advanced

$
$
$
$
$

98,050 $

98,050
108,552 $ 108,552
12,115
124,510 $ 120,667
653,419 $ 679,450

15,958 $

15.0%
16.6%
19.1%

14.4%
16.0%
17.8%

96,254 $

96,254
106,766 $ 106,766
12,051
121,402 $ 118,817
676,863 $ 647,921

14,636 $

14.2%
15.8%
17.9%

14.9%
16.5%
18.3%

In the table above, beginning in the fourth quarter of 2022,
the firm updated the probability of default models used in the
calculation of Advanced RWAs. The impact of this change
was a decrease in the firm's Advanced CET1 capital ratio of
approximately 0.7 percentage points.

In the second half of 2022, based on regulatory feedback, the
firm revised certain interpretations of the Capital Rules
underlying the calculation of Standardized and Advanced
RWAs. As of December 2021,
this change would have
increased the firm's Standardized RWAs of $677 billion by
approximately $12 billion, which would have reduced the
firm's Standardized CET1 capital ratio of 14.2% by 0.2
percentage points, Standardized Tier 1 capital ratio of 15.8%
by 0.3 percentage points and Standardized Total capital ratio
of 17.9% by 0.3 percentage points. As of December 2021, this
change would have increased the firm's Advanced RWAs of
$648 billion by approximately $6 billion, which would have
reduced the firm's Advanced CET1 capital ratio of 14.9% by
0.2 percentage points, Advanced Tier 1 capital ratio of 16.5%
by 0.2 percentage points and Advanced Total capital ratio of
18.3% by 0.1 percentage points.

196 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Risk-Based Capital. The table below presents information
about risk-based capital.

As of December

$ in millions
Common shareholders’ equity
Impact of CECL transition
Deduction for goodwill
Deduction for identifiable intangible assets
Other adjustments
CET1 capital
Preferred stock
Deduction for investments in covered funds
Other adjustments
Tier 1 capital
p

Standardized Tier 2 and Total capital
Tier 1 capital
Qualifying subordinated debt
Junior subordinated debt
Allowance for credit losses
Other adjustments
Standardized Tier 2 capital
Standardized Total capital

Advanced Tier 2 and Total capital
Tier 1 capital
Standardized Tier 2 capital
Allowance for credit losses
Other adjustments
Advanced Tier 2 capital
Advanced Total capital

2022

$ 106,486 $

2021
99,223
1,105
(3,610)
(401)
(63)
96,254
10,703
(189)
(2)
$ 108,552 $ 106,766

829
(5,674)
(1,770)
(1,821)
98,050
10,703
(199)
(2)

$ 108,552 $ 106,766
11,554
94
3,034
(46)
14,636
$ 124,510 $ 121,402

10,637
–
5,331
(10)
15,958

$ 108,552 $ 106,766
14,636
(3,034)
449
12,051
$ 120,667 $ 118,817

15,958
(5,331)
1,488
12,115

In the table above:

• Beginning in January 2022, the firm started to phase in the
estimated reduction to regulatory capital as a result of
adopting the CECL model. Impact of CECL transition in
the table above reflects the total amount of reduction of
$1.11 billion as of December 2021 to be phased in through
January 2025 (at 25% per year), of which $276 million was
phased in on January 1, 2022. The total amount to be
phased in includes the impact of adopting CECL as of
January 1, 2020, as well as 25% of the increase in the
allowance for credit losses from January 1, 2020 through
December 31, 2021.

• Deduction for goodwill was net of deferred tax liabilities of
$700 million as of December 2022 and $675 million as of
December 2021.

• Deduction for identifiable intangible assets was net of
deferred tax liabilities of $239 million as of December 2022
and $17 million as of December 2021.

• Deduction for investments in covered funds represents the
firm’s aggregate investments in applicable covered funds.
As of December 2021, this deduction excluded investments
that were subject to an extended conformance period. See
Note 8 for further information about the Volcker Rule.

credit

include

valuation

• Other adjustments within CET1 capital and Tier 1 capital
primarily
on
derivative liabilities, the overfunded portion of the firm’s
defined benefit pension plan obligation net of associated
deferred tax liabilities, disallowed deferred tax assets, debt
valuation adjustments and other required credit risk-based
deductions. Other adjustments within Advanced Tier 2
capital include eligible credit reserves.

adjustments

• Qualifying subordinated debt is subordinated debt issued
by Group Inc. with an original maturity of five years or
greater. The outstanding amount of subordinated debt
qualifying for Tier 2 capital is reduced upon reaching a
remaining maturity of five years. See Note 14 for further
information about the firm’s subordinated debt.

• Junior subordinated debt is debt issued to a Trust and was
fully phased out of regulatory capital on January 1, 2022.
As of December 2021, 10% of this debt was included in
Tier 2 capital and 90% was phased out of regulatory
capital. Junior subordinated debt is reduced by the amount
of Trust Preferred securities purchased by the firm. See
Note 14 for further information about the firm’s junior
subordinated debt and Trust Preferred securities.

Goldman Sachs 2022 Form 10-K

197

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

The table below presents changes in CET1 capital, Tier 1
capital and Tier 2 capital.

RWAs. RWAs are calculated in accordance with both the
Standardized and Advanced Capital Rules.

$ in millions
Year Ended December 2022
CET1 capital
Beginning balance
Change in:

Common shareholders’ equity
Impact of CECL transition
Deduction for goodwill
Deduction for identifiable intangible assets
Other adjustments

Ending balance

Tier 1 capital
Beginning balance
Change in:

CET1 capital
Deduction for investments in covered funds

Ending balance
Tier 2 capital
Beginning balance
Change in:

Qualifying subordinated debt
Junior subordinated debt
Allowance for credit losses
Other adjustments

Ending balance
Total capital

Standardized

Advanced

96,254 $

96,254

7,263
(276)
(2,064)
(1,369)
(1,758)
98,050 $

7,263
(276)
(2,064)
(1,369)
(1,758)
98,050

106,766 $

106,766

1,796
(10)

108,552

14,636

12,051

(917)
(94)
2,297
36
15,958
124,510 $

(917)
(94)
–
1,075
12,115
120,667

Credit Risk
Credit RWAs are calculated based on measures of exposure,
which are then risk weighted under the Standardized and
Advanced Capital Rules:

• The Standardized Capital Rules apply prescribed risk-
weights, which depend largely on the type of counterparty.
The exposure measures for derivatives and securities
financing transactions are based on specific formulas which
take certain factors into consideration.

• Under the Advanced Capital Rules, the firm computes risk-
weights for wholesale and retail credit exposures in
accordance with the Advanced Internal Ratings-Based
approach. The exposure measures for derivatives and
securities financing transactions are computed utilizing
internal models.

• For both Standardized and Advanced credit RWAs, the
risk-weights for securitizations and equities are based on
specific required formulaic approaches.

Market Risk
RWAs for market risk in accordance with the Standardized
and Advanced Capital Rules are generally consistent. Market
RWAs are calculated based on measures of exposure which
include the following:

• Value-at-Risk (VaR) is the potential loss in value of trading
assets and liabilities, as well as certain investments, loans,
and other financial assets and liabilities accounted for at
fair value, due to adverse market movements over a defined
time horizon with a specified confidence level.

198 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

calculated. For

For both risk management purposes and regulatory capital
calculations, the firm uses a single VaR model which captures
risks, including those related to interest rates, equity prices,
currency rates and commodity prices. However, VaR used
for risk management purposes differs from VaR used for
regulatory capital requirements (regulatory VaR) due to
differences in time horizons, confidence levels and the scope
of positions on which VaR is
risk
management purposes, a 95% one-day VaR is used, whereas
for regulatory capital requirements, a 99% 10-day VaR is
used to determine Market RWAs and a 99% one-day VaR is
used to determine regulatory VaR exceptions. In addition,
the daily net revenues used to determine risk management
VaR exceptions (i.e., comparing the daily net revenues to the
VaR measure calculated as of the end of the prior business
day)
the Capital
Framework requires that intraday activity be excluded from
revenues when calculating regulatory VaR
daily net
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.

activity, whereas

intraday

include

losses observed on a single day
The firm’s positional
exceeded its 99% one-day regulatory VaR on one occasion
during each of the years ended 2022 and 2021. There was no
change in the firm’s VaR multiplier used to calculate Market
RWAs;

• Stressed VaR is the potential loss in value of trading assets
and liabilities, as well as certain investments, loans, and
other financial assets and liabilities accounted for at fair
value, during a period of significant market stress;

• Incremental risk is the potential

loss in value of non-
securitized positions due to the default or credit migration
of issuers of financial instruments over a one-year time
horizon;

• Comprehensive risk is the potential loss in value, due to
price risk and defaults, within the firm’s credit correlation
positions; and

• Specific risk is the risk of loss on a position that could
result from factors other than broad market movements,
including event risk, default risk and idiosyncratic risk. The
standardized measurement method is used to determine
specific risk RWAs, by applying supervisory defined risk-
weighting factors after applicable netting is performed.

Operational Risk
Operational RWAs are only required to be included under
the Advanced Capital Rules. The firm utilizes an internal
risk-based model to quantify Operational RWAs.

The table below presents information about RWAs.

$ in millions
As of December 2022
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

As of December 2021

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

In the table above:

Standardized

Advanced

142,696 $ 111,344
198,508
247,026
21,659
73,189
33,451
30,899
96,351
76,335
461,313
570,145

18,981
37,833
6,470
3,641
16,349
83,274
–

18,981
37,833
6,470
3,641
16,349
83,274
134,863
653,419 $ 679,450

175,628 $ 109,532
182,210
233,639
14,407
76,346
45,582
43,256
86,768
71,485
438,499
600,354

13,510
38,922
6,867
2,521
14,689
76,509
–

13,510
38,922
6,867
2,521
14,689
76,509
132,913
676,863 $ 647,921

• Securities financing transactions represents resale and
repurchase agreements and securities borrowed and loaned
transactions.

• Other includes receivables, certain debt securities, cash and

cash equivalents, and other assets.

Goldman Sachs 2022 Form 10-K

199

RWAs Rollforward Commentary
Year Ended December 2022. Standardized Credit RWAs
as of December 2022 decreased by $30.21 billion compared
with December 2021, primarily reflecting a decrease in
derivatives (principally due to reduced exposures) and a
decrease in equity investments (principally due to reduced
exposures as a result of sales and unrealized losses). These
decreases were
in
commitments, guarantees and loans (principally due to
increased lending activity). Standardized Market RWAs as of
December 2022 increased by $6.77 billion compared with
December 2021, primarily reflecting an increase in regulatory
VaR (principally due to higher levels of market volatility).

partially

increase

offset

Advanced Credit RWAs as of December 2022 increased by
$22.81 billion compared with December 2021, primarily
reflecting an increase in commitments, guarantees and loans,
other credit RWAs and securities financing transactions
(principally due to updates to the probability of default
models in the fourth quarter of 2022). These increases were
in equity investments
partially offset by a decrease
(principally due to reduced exposures as a result of sales and
unrealized losses). Advanced Market RWAs as of December
2022 increased by $6.77 billion compared with December
2021, primarily reflecting an increase in regulatory VaR
(principally due to higher
levels of market volatility).
Advanced Operational RWAs as of December 2022 increased
by $1.95 billion compared with December 2021, primarily
associated with litigation and regulatory proceedings.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

The table below presents changes in RWAs.

$ in millions
Year Ended December 2022
RWAs
Beginning balance
Credit RWAs
Change in:

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
Change in Operational RWAs
Ending balance

Standardized

Advanced

676,863 $

647,921

(32,932)
13,387
(3,157)
(12,357)
4,850
(30,209)

5,471
(1,089)
(397)
1,120
1,660
6,765
–

653,419 $

1,812
16,298
7,252
(12,131)
9,583
22,814

5,471
(1,089)
(397)
1,120
1,660
6,765
1,950
679,450

200 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Bank Subsidiaries
GS Bank USA. GS Bank USA is the firm’s primary U.S.
bank subsidiary. GS Bank USA is a New York State-
chartered bank and a member of the Federal Reserve System,
is supervised and regulated by the FRB, the FDIC, the New
York State Department of Financial Services (NYDFS) and
the Consumer Financial Protection Bureau, and is subject to
regulatory capital requirements that are calculated under the
Capital Framework. GS Bank USA is an Advanced
approaches
the Capital
organization
Framework. The deposits of GS Bank USA are insured by the
FDIC to the extent provided by law.

banking

under

The Capital Framework includes the minimum risk-based
capital and the capital conservation buffer requirements
(consisting of a 2.5% buffer and the countercyclical capital
buffer). The buffer must consist entirely of capital that
the Capital
qualifies as CET1 capital.
Framework includes the leverage ratio requirement.

In addition,

requirements

risk-based capital

GS Bank USA is required to calculate the CET1 capital, Tier
1 capital and Total capital ratios in accordance with both the
Standardized and Advanced Capital Rules. The lower of each
risk-based capital ratio under the Standardized and Advanced
Capital Rules is the ratio against which GS Bank USA’s
compliance with its
is
assessed. In addition, under the regulatory framework for
prompt corrective action applicable to GS Bank USA, in
order to meet the quantitative requirements for a “well-
capitalized” depository institution, GS Bank USA must also
meet the “well-capitalized” requirements in the table below.
GS Bank USA’s capital levels and prompt corrective action
classification are also subject to qualitative judgments by the
regulators about components of capital, risk weightings and
capital
other
requirements, including a breach of the buffers described
below, would result in restrictions being imposed by the
regulators.

to comply with the

factors. Failure

The table below presents GS Bank USA’s risk-based capital,
leverage and “well-capitalized” requirements.

Requirements

“Well-capitalized”
Requirements

Risk-based capital requirements
CET1 capital ratio
Tier 1 capital ratio
Total capital ratio

Leverage requirements
Tier 1 leverage ratio
SLR

7.0%
8.5%
10.5%

4.0%
3.0%

6.5%
8.0%
10.0%

5.0%
6.0%

In the table above:

• The CET1 capital ratio requirement includes a minimum of
4.5%, the Tier 1 capital ratio requirement includes a
minimum of 6.0% and the Total capital ratio requirement
includes a minimum of 8.0%. These requirements also
include
requirements
consisting of a 2.5% buffer and the countercyclical capital
buffer, which the FRB has set to zero percent.

conservation buffer

capital

the

• The “well-capitalized” requirements are

the binding

requirements for leverage ratios.

The table below presents information about GS Bank USA’s
risk-based capital ratios.

$ in millions
As of December 2022
CET1 capital
Tier 1 capital
Tier 2 capital
Total capital
RWAs

CET1 capital ratio
Tier 1 capital ratio
Total capital ratio

As of December 2021
CET1 capital
Tier 1 capital
Tier 2 capital
Total capital
RWAs

CET1 capital ratio
Tier 1 capital ratio
Total capital ratio

In the table above:

Standardized

Advanced

$
$
$
$
$

46,845 $
46,845 $
8,042 $
54,887 $
357,112 $

13.1%
13.1%
15.4%

42,535 $
42,535 $
6,430 $
48,965 $
312,601 $

13.6%
13.6%
15.7%

46,845
46,845
5,382
52,227
275,451

17.0%
17.0%
19.0%

42,535
42,535
4,646
47,181
222,607

19.1%
19.1%
21.2%

• The lower of the Standardized or Advanced ratio is the
ratio against which GS Bank USA’s compliance with the
capital requirements is assessed under the risk-based
the Standardized ratios
Capital Rules, and therefore,
applied to GS Bank USA as of both December 2022 and
December 2021.

• Beginning in January 2022, GS Bank USA started to phase
in the estimated reduction to regulatory capital as a result
of adopting the CECL model. The total amount to be
phased in includes the impact of adopting CECL as of
January 1, 2020, as well as 25% of the increase in the
allowance for credit losses from January 1, 2020 through
December 31, 2021.

• Beginning in the fourth quarter of 2022, the firm updated
the probability of default models used in the calculation of
Advanced RWAs. The impact of
this change was a
decrease in GS Bank USA's Advanced CET1 capital ratio of
approximately 1 percentage point.

Goldman Sachs 2022 Form 10-K

201

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

• The Standardized and Advanced risk-based capital ratios
decreased from December 2021 to December 2022,
reflecting an increase in both Credit and Market RWAs,
partially offset by an increase in capital, principally due to
net earnings and capital contributions.

The table below presents information about GS Bank USA’s
leverage ratios.

$ in millions
Tier 1 capital
Average adjusted total assets
Total leverage exposure

Tier 1 leverage ratio
SLR

In the table above:

For the Three Months
Ended or as of December
2021
$
42,535
$ 499,108 $ 409,739
$ 671,215 $ 627,799

2022
46,845 $

9.4%
7.0%

10.4%
6.8%

• Average adjusted total assets represents the average daily
assets for the quarter adjusted for deductions from Tier 1
capital and the impact of CECL transition.

• Tier 1 leverage ratio is calculated as Tier 1 capital divided

by average adjusted total assets.

• SLR is calculated as Tier 1 capital divided by total leverage

exposure.

The FRB requires that GS Bank USA maintain cash reserves
with the Federal Reserve. As of both December 2022 and
December 2021, the reserve requirement ratio was zero
percent. See Note 26 for further information about cash
deposits held by the firm at the Federal Reserve.

GS Bank USA is a registered swap dealer with the CFTC and
a registered security-based swap dealer with the SEC. As of
both December 2022 and December 2021, GS Bank USA was
subject
to and in compliance with applicable capital
requirements for swap dealers and security-based swap
dealers.

GSIB. GSIB is the firm’s U.K. bank subsidiary regulated by
the Prudential Regulation Authority (PRA) and the Financial
Conduct Authority (FCA). GSIB is subject to the U.K. capital
framework, which is largely based on Basel III. The eligible
retail deposits of GSIB are covered by the U.K. Financial
Services Compensation Scheme to the extent provided by
law.

table below presents GSIB’s

The
requirements.

risk-based capital

Risk-based capital requirements
CET1 capital ratio
Tier 1 capital ratio
Total capital ratio

As of December

2022

2021

9.7%
11.9%
14.9%

8.5%
10.5%
13.2%

202 Goldman Sachs 2022 Form 10-K

The table below presents information about GSIB’s risk-
based capital ratios.

$ in millions
Risk-based capital and risk-weighted assets
CET1 capital
Tier 1 capital
Tier 2 capital
Total capital
RWAs

Risk-based capital ratios
CET1 capital ratio
Tier 1 capital ratio
Total capital ratio

As of December

2022

2021

$
$
$
$
$

3,395 $
3,395 $
828 $
4,223 $

3,408
3,408
826
4,234
15,766 $ 17,196

21.5%
21.5%
26.8%

19.8%
19.8%
24.6%

In the table above,
the risk-based capital ratios as of
December 2022 reflected profits after foreseeable charges that
are still subject to audit by GSIB’s external auditors and
approval by GSIB’s Board of Directors for inclusion in risk-
based capital. These profits contributed approximately 161
basis points to the CET1 capital ratio as of December 2022.

GSIB is also subject
to the minimum leverage ratio
requirement of 3.25% established by the PRA, which became
effective January 1, 2023. GSIB had a leverage ratio of 6.9%
as of December 2022. The leverage ratio as of December 2022
reflected profits after foreseeable charges that are still subject
to audit by GSIB’s external auditors and approval by GSIB’s
Board of Directors for inclusion in risk-based capital. These
profits contributed approximately 56 basis points to the
leverage ratio as of December 2022.

GSIB is subject to minimum reserve requirements at central
banks in certain of the jurisdictions in which it operates. As
of both December 2022 and December 2021, GSIB was in
compliance with these requirements.

the

GSBE. GSBE is
firm’s German bank subsidiary
supervised by the European Central Bank, BaFin and
Deutsche Bundesbank. GSBE is
a non-U.S. banking
subsidiary of GS Bank USA and is also subject to standalone
regulatory capital requirements noted below. GSBE is subject
to the capital requirements prescribed in the amended E.U.
Capital Requirements Directive (CRD) and E.U. Capital
Requirements Regulation (CRR), which are largely based on
Basel III. The deposits of GSBE are covered by the German
statutory deposit protection program to the extent provided
by law. In addition, GSBE has elected to participate in the
German voluntary deposit protection program which
provides insurance for certain eligible deposits not covered by
the German statutory deposit program.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

table below presents GSBE’s

The
requirements.

risk-based capital

As of December

2022

2021

Risk-based capital requirements
CET1 capital ratio
8.7%
Tier 1 capital ratio
10.8%
Total capital ratio
13.5%
The table below presents information about GSBE’s risk-
based capital ratios.

9.2%
11.3%
14.0%

$ in millions
Risk-based capital and risk-weighted assets
CET1 capital
Tier 1 capital
Tier 2 capital
Total capital
RWAs

Risk-based capital ratios
CET1 capital ratio
Tier 1 capital ratio
Total capital ratio

As of December

2022

2021

$
$
$
$
$

9,536 $
9,536 $
21 $
9,557 $

6,527
6,527
23
6,550
30,154 $ 28,924

31.6%
31.6%
31.7%

22.6%
22.6%
22.6%

the risk-based capital ratios as of
In the table above,
December 2022 reflected profits after foreseeable charges that
are still subject to audit by GSBE’s external auditors and
approval by GSBE’s shareholder (GS Bank USA) for inclusion
contributed
in
approximately 76 basis points to the CET1 capital ratio as of
December 2022.

risk-based

capital.

profits

These

The table below presents GSBE’s leverage ratio requirement
and leverage ratios.

Leverage ratio requirement
Leverage ratio

As of December

2022
3.0%
10.6%

2021
3.0%
7.6%

In the table above, the leverage ratio as of December 2022
reflected profits after foreseeable charges that are still subject
to audit by GSBE’s external auditors and approval by GSBE’s
shareholder (GS Bank USA)
for inclusion in risk-based
capital. These profits contributed approximately 57 basis
points to the leverage ratio as of December 2022.

GSBE is subject to minimum reserve requirements at central
banks in certain of the jurisdictions in which it operates. As
of both December 2022 and December 2021, GSBE was in
compliance with these requirements.

GSBE is a registered swap dealer with the CFTC and a
registered security-based swap dealer with the SEC. As of
both December 2022 and December 2021, GSBE was subject
to and in compliance with applicable capital requirements for
swap dealers and security-based swap dealers.

include

provisions

limitations

Restrictions on Payments
Group Inc. may be limited in its ability to access capital held
at certain subsidiaries as a result of regulatory, tax or other
constraints. These
of
regulatory
law and regulations and other
applicable
restrictions that limit the ability of those subsidiaries to
declare and pay dividends without prior regulatory approval.
For example, the amount of dividends that may be paid by
GS Bank USA are limited to the lesser of the amounts
calculated under a recent earnings test and an undivided
profits test. As a result of dividends paid in connection with
the acquisition of GSBE in July 2021, GS Bank USA cannot
currently declare any additional dividends without prior
regulatory approval.

In addition, subsidiaries not subject to separate regulatory
capital requirements may hold capital to satisfy local tax and
legal guidelines, rating agency requirements (for entities with
assigned credit ratings) or internal policies, including policies
concerning the minimum amount of capital a subsidiary
should hold based on its underlying level of risk.

Group Inc.’s equity investment in subsidiaries was $134.59
billion as of December 2022 and $118.90 billion as of
December 2021, of which Group Inc. was required to
maintain $82.52 billion as of December 2022 and $77.22
billion as of December 2021, of minimum equity capital in its
regulated subsidiaries in order to satisfy the regulatory
requirements of such subsidiaries.

invested in certain non-U.S. dollar
Group Inc.’s capital
functional currency subsidiaries
is exposed to foreign
exchange risk, substantially all of which is managed through
a combination of non-U.S. dollar-denominated debt and
derivatives. See Note 7 for information about the firm’s net
investment hedges used to hedge this risk.

Goldman Sachs 2022 Form 10-K

203

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Note 21.

Note 22.

Earnings Per Common Share

Transactions with Affiliated Funds

The firm has formed nonconsolidated investment funds with
third-party investors. As the firm generally acts as the
investment manager for these funds, it is entitled to receive
management fees and,
in certain cases, advisory fees or
incentive fees from these funds. Additionally, the firm invests
alongside the third-party investors in certain funds.

The tables below present information about affiliated funds.

$ in millions
Fees earned from funds

Year Ended December
2022
$ 4,553

2020
$ 3,707 $ 3,393

2021

$ in millions
Fees receivable from funds
Aggregate carrying value of interests in funds

As of December

2022
$ 1,175 $
$ 3,801 $

2021
873
4,321

The firm has waived, and may waive in the future, certain
management fees on selected money market funds to enhance
the yield for investors in such funds. Management fees
waived were $123 million for 2022, $595 million for 2021 and
$109 million for 2020.

In accordance with the Volcker Rule, the firm does not
provide financial support to covered funds. However, in the
ordinary course of business, the firm may choose to provide
voluntary financial support to funds that are not subject to
the Volcker Rule, although any such support is not expected
to be material to the results of operations of the firm. Except
for the fee waivers noted above, the firm did not provide any
additional financial support to its affiliated funds during
either 2022 or 2021.

In addition, in the ordinary course of business, the firm may
also engage in other activities with its affiliated funds,
including, among others, securities lending, trade execution,
market-making,
and acquisition and bridge
financing. See Note 18 for information about the firm’s
investment commitments related to these funds.

custody,

Basic earnings per common share (EPS) is calculated by
dividing net earnings to common by the weighted average
number of common shares outstanding and restricted stock
units (RSUs)
the underlying
for which the delivery of
common stock is not subject to satisfaction of future service,
performance or market conditions (collectively, basic shares).
Diluted EPS includes the determinants of basic EPS and, in
addition, reflects the dilutive effect of the common stock
deliverable for RSUs for which the delivery of the underlying
common stock is subject to satisfaction of future service,
performance or market conditions.

The table below presents information about basic and diluted
EPS.

in millions, except per share amounts
Net earnings to common
Weighted average basic shares
Effect of dilutive RSUs
Weighted average diluted shares
g

Basic EPS
Diluted EPS

In the table above:

2021

Year Ended December
2022

2020
$ 10,764 $ 21,151 $ 8,915
356.4
3.9
360.3

352.1
6.0
358.1

350.5
5.3
355.8

$ 30.42 $ 60.25 $ 24.94
$ 30.06 $ 59.45 $ 24.74

• Net earnings to common represents net earnings applicable
to common shareholders, which is calculated as net
earnings less preferred stock dividends.

• Unvested share-based awards that have non-forfeitable
rights to dividends or dividend equivalents are treated as a
separate class of securities under the two-class method.
Distributed earnings allocated to these securities reduce net
earnings to common to calculate EPS under this method.
The impact of applying this methodology was a reduction
in basic EPS of $0.15 for 2022, $0.10 for 2021 and $0.07 for
2020.

• Diluted EPS does not include antidilutive RSUs, including
those that are subject to market conditions, of 0.5 million
for 2022, 0.3 million for 2021 and 0.1 million for 2020.

204 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Note 23.

Note 24.

Interest Income and Interest Expense

Income Taxes

Interest is recorded over the life of the instrument on an
accrual basis based on contractual interest rates.

The table below presents sources of interest income and
interest expense.

$ in millions
Deposits with banks
Collateralized agreements
Trading assets
Investments
Loans
Other interest
Total interest income
Deposits
Collateralized financings
Trading liabilities
Short-term borrowings
Long-term borrowings
Other interest
Total interest expense
Net interest income

In the table above:

2021

(24) $

Year Ended December
2022
$ 3,233 $
4,468
5,087
2,199
9,059
4,978
29,024
5,823
2,808
1,923
541
5,716
4,535
21,346

2020
245
282
5,210
1,627
4,883
1,442
13,689
2,386
599
1,238
542
4,153
20
8,938
$ 7,678 $ 6,470 $ 4,751

(980)
4,716
1,589
5,319
1,500
12,120
1,303
–
1,662
527
3,231
(1,073)
5,650

• Collateralized agreements

includes

rebates paid and

interest income on securities borrowed.

• Loans excludes interest on loans held for sale that are
accounted for at the lower of cost or fair value. Such
interest is included within other interest.

• Other interest income includes interest income on customer
debit balances, other interest-earning assets and loans held
for sale that are accounted for at the lower of cost or fair
value.

• Collateralized financings consists of repurchase agreements

and securities loaned.

• Short- and long-term borrowings include both secured and

unsecured borrowings.

• Other interest expense includes rebates received on other
interest-bearing liabilities and interest expense on customer
credit balances.

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.

The table below presents information about 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 (benefit)/expense
Provision for taxes

Year Ended December
2022

2021

2020

$2,356 $ 2,904 $1,759
555
1,539
3,853

623
1,658
4,637

574
1,926
5,404

(798)
(2,079)
(42)
(436)
7
103
(2,412)
(833)
$2,225 $ 5,409 $ 3,020

192
72
(259)
5

The table below presents a reconciliation of the U.S. federal
statutory income tax rate to the effective income tax rate.

Year Ended December

U.S. federal statutory income tax rate
State and local taxes, net of U.S. federal benefit
Settlement of employee share-based awards
Non-U.S. operations
Tax credits
Tax-exempt income, including dividends
Non-deductible legal expenses
Other
Effective income tax rate

2022

2020
2021
21.0% 21.0% 21.0%
3.1
(1.0)
(2.4)
(1.2)
(0.6)
5.6
(0.3)
16.5% 20.0% 24.2%

1.3
(2.4)
(1.6)
(0.9)
(2.2)
0.8
0.5

1.9
(0.7)
(1.5)
(0.6)
(0.5)
–
0.4

In the table above, Non-U.S. operations include the impact of
the Base Erosion and Anti-Abuse Tax and Global Intangible
Low Taxed Income.

Goldman Sachs 2022 Form 10-K

205

The firm has recorded deferred tax assets of $787 million as
of December 2022 and $681 million as of December 2021, in
connection with U.S. federal, state and local and foreign net
operating loss carryforwards. The firm also recorded a
valuation allowance of $301 million as of December 2022 and
$285 million as of December 2021, related to these net
operating loss carryforwards.

As of December 2022, the U.S. federal net operating loss
carryforward was $1.51 billion, the state and local net
operating loss carryforward was $2.10 billion, and the
foreign net operating loss carryforward was $1.38 billion. If
not utilized, the U.S. federal, the state and local, and foreign
net operating loss carryforwards will begin to expire in 2023.
If these carryforwards expire, they will not have a material
impact on the firm’s results of operations. As of December
2022, the firm has recorded deferred tax assets of $37 million
in connection with foreign tax credit carryforwards and a
related valuation allowance of $20 million. As of December
2022, the firm has recorded deferred tax assets of $41 million
in connection with general business credit carryforwards and
$9 million in connection with state and local tax credit
foreign tax credit
carryforwards.
the general
carryforward will begin to expire in 2033,
business credit carryforward will begin to expire in 2023 and
the state and local tax credit carryforward will begin to
expire in 2024.

If not utilized,

the

As of both December 2022 and December 2021, the firm had
no U.S. capital loss carryforwards and no related net deferred
income tax assets. As of December 2022, the firm had
deferred tax assets of $277 million in connection with foreign
loss carryforwards and a valuation allowance of
capital
$277 million related to these capital loss carryforwards.

The valuation allowance increased by $674 million during
2022 and increased by $344 million during 2021. The
increases in both 2022 and 2021 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 both December 2022 and
December 2021, all U.S.
taxes were accrued on these
subsidiaries’ distributable earnings.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Deferred Income Taxes
Deferred income taxes reflect the net tax effects of temporary
differences between the financial reporting and tax bases of
assets and liabilities. These temporary differences result in
taxable or deductible amounts in future years and are
measured using the tax rates and laws that will be in effect
when such differences are expected to reverse. Valuation
allowances are established to reduce deferred tax assets to the
amount that more likely than not will be realized and
primarily relate to the ability to utilize losses in various tax
jurisdictions. Tax assets are included in other assets and tax
liabilities are included in other liabilities.

The table below presents information about 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
Unrealized losses
Net operating losses
Occupancy-related
Other comprehensive income/(loss)-related
Tax credits carryforward
Operating lease liabilities
Allowance for credit losses
Other, net
Subtotal
Valuation allowance
Total deferred tax assets

Deferred tax liabilities
Depreciation and amortization
Unrealized gains
Operating lease right-of-use assets
Total deferred tax liabilities

As of December

2022

2021

$ 1,889 $ 1,978
287
606
–
681
151
593
43
624
1,081
271
6,315
(895)
$ 7,356 $ 5,420

315
1,224
887
787
123
1,225
87
587
1,580
221
8,925
(1,569)

$ 1,240 $ 1,225
1,114
585
$ 1,796 $ 2,924

–
556

206 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Unrecognized Tax Benefits
The firm recognizes
in the consolidated
tax positions
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 $205 million as of
December 2022 and $131 million as of December 2021. The
firm recognized interest expense and income tax penalties of
$59 million for 2022, $13 million for 2021 and $41 million for
2020. It is reasonably possible that unrecognized tax benefits
could change
twelve months
significantly during the
subsequent
to December 2022 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, which is
included in other
liabilities.

$ in millions
Beginning balance
Increases based on current year tax positions
Increases based on prior years' tax positions
Decreases based on prior years' tax positions
Decreases related to settlements
Exchange rate fluctuations
Ending balance

Related deferred income tax asset
Net unrecognized tax benefit

2021

2022

Year Ended or as of December
2020
$ 1,446 $ 1,251 $ 1,445
164
209
(205)
(367)
5
$ 1,533 $ 1,446 $ 1,251

297
95
(111)
(80)
(6)

190
10
(32)
(76)
(5)

315

200
$ 1,218 $ 1,159 $ 1,051

287

the

firm has

taxing authorities

Regulatory Tax Examinations
The firm is subject to examination by the U.S. Internal
Revenue Service (IRS) and other
in
jurisdictions where
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 2022
2011
2015
2017
2016
2016

The firm has been accepted into the Compliance Assurance
Process program by the IRS for each of the tax years from
2013 through 2023. This program allows the firm to work
with the IRS to identify and resolve potential U.S. federal tax
issues before the filing of tax returns. All issues for the 2011
and 2012 tax years have been resolved and completion is
pending final review by the Joint Committee on Taxation
(JCT). During 2022, the firm reached an agreement with IRS
Appeals on the remaining issues for tax years 2012 through
2019. Subject to final review by JCT, this agreement will not
have a material impact on the effective tax rate. During 2022,
the fieldwork for the 2020 tax year was completed and the
final resolution is not expected to have a material impact on
the effective tax rate. The 2021 tax year remains subject to
post-filing review. New York State and City examinations of
2015 through 2018 commenced during 2021.

All years, including and subsequent to the years in the table
above, remain open to examination by the taxing authorities.
The firm believes that the liability for unrecognized tax
benefits it has established is adequate in relation to the
potential for additional assessments.

Goldman Sachs 2022 Form 10-K

207

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Note 25.

Business Segments

The firm manages and reports its activities in three business
segments: Global Banking & Markets, Asset & Wealth
Management and Platform Solutions. See Note 1 for
information about the firm’s business segments, including the
changes made during 2022.

Compensation and benefits expenses in the firm’s segments
reflect, among other factors, the overall performance of the
firm, as well as the performance of individual businesses.
Consequently, pre-tax margins in one segment of the firm’s
business may be significantly affected by the performance of
the firm’s other business segments.

The firm allocates assets (including allocations of global core
liquid assets and cash, secured client financing and other
assets), revenues and expenses among the three business
segments. Due to the integrated nature of these segments,
estimates and judgments are made in allocating certain assets,
revenues and expenses. The allocation process is based on the
the
manner
performance of the segments.

in which management

currently

views

Net earnings for each segment is calculated by applying the
firmwide tax rate to each segment’s pre-tax earnings.

that

Management believes
this allocation provides a
reasonable representation of each segment’s contribution to
consolidated net earnings to common, return on average
common equity and total assets. Transactions between
segments are based on specific criteria or approximate third-
party rates.

208 Goldman Sachs 2022 Form 10-K

Segment Results
The table below presents a summary of the firm’s segment
results.

$ in millions
Global Banking & Markets
Non-interest revenues
Net interest income
Total net revenues
Provision for credit losses
Operating expenses
Pre-tax earnings
Net earnings
Net earnings to common
Average common equity
Return on average common equity
q y
g

Asset & Wealth Management
Non-interest revenues
Net interest income
Total net revenues
Provision for credit losses
Operating expenses
Pre-tax earnings
Net earnings
Net earnings to common
Average common equity
Return on average common equity
q y
g

Platform Solutions
Non-interest revenues
Net interest income
Total net revenues
Provision for credit losses
Operating expenses
Pre-tax earnings/(loss)
Net earnings/(loss)
Net earnings/(loss) to common
Average common equity
q y
g
Return on average common equity

Total
Non-interest revenues
Net interest income
Total net revenues
Provision for credit losses
Operating expenses
Pre-tax earnings
Net earnings
Net earnings to common
Average common equity
Return on average common equity
q y
g

Year Ended December

2022

2021

2020

2,445
32,487
468
17,851

$ 30,042 $ 34,079 $ 28,285
2,184
2,655
30,469
36,734
1,216
(171)
18,884
19,542
$ 14,168 $ 17,363 $ 10,369
7,860
$ 11,830 $ 13,890 $
$ 11,458 $ 13,535 $
7,428
$ 69,951 $ 60,064 $ 54,749
13.6%

22.5%

16.4%

9,843 $ 18,922 $ 11,541
2,216
3,043
3,533
13,757
21,965
13,376
1,395
(169)
519
9,469
11,406
11,550
2,893
$
2,193
$
$
2,083
$ 31,762 $ 29,988 $ 24,963
8.3%

1,307 $ 10,728 $
1,092 $ 8,582 $
979 $ 8,459 $

28.2%

3.1%

(198) $

1,700
1,502
1,728
1,763

(132) $
772
640
697
990

(17)
351
334
487
630
(783)
(594)
(596)
864
(46.8)% (47.4)% (69.0)%

$ (1,989) $ (1,047) $
(837) $
$ (1,661) $
$ (1,673) $
(843) $
3,574 $ 1,777 $
$

7,678
47,365
2,715
31,164

$ 39,687 $ 52,869 $ 39,809
4,751
6,470
44,560
59,339
3,098
357
28,983
31,938
$ 13,486 $ 27,044 $ 12,479
9,459
$ 11,261 $ 21,635 $
$ 10,764 $ 21,151 $
8,915
$ 105,287 $ 91,829 $ 80,576
11.1%

23.0%

10.2%

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
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 expense to specific positions in relation
to the cash generated by, or funding requirements of, such
positions. Net interest is included in segment net revenues
as it is consistent with how management assesses segment
performance.

• Total operating expenses included net provisions for
litigation and regulatory proceedings of $576 million for
2022, $534 million for 2021 and $3.42 billion for 2020,
primarily reflected in Global Banking & Markets.

• Expenses not directly associated with specific segments are
allocated based on an estimate of support provided to each
segment.

The table below presents depreciation and amortization
expense by segment.

$ in millions
Global Banking & Markets
Asset & Wealth Management
Platform Solutions
Total

Year Ended December
2022
$ 1,033 $
1,212
210

2021
2020
934 $ 760
1,087
55
$ 2,455 $ 2,015 $ 1,902

1,003
78

Segment Assets
The table below presents assets by segment.

As of December

$ in millions
Global Banking & Markets
Asset & Wealth Management
Platform Solutions
Total

2022

2021
$ 1,169,539 $ 1,201,996
221,150
40,842
$ 1,441,799 $ 1,463,988

214,970
57,290

Geographic Information
Due to the highly integrated nature of international financial
markets,
the firm manages its businesses based on the
profitability of the enterprise as a whole. The methodology
for allocating profitability to geographic regions is dependent
on estimates and management judgment because a significant
portion of
cross-border
coordination in order to facilitate the needs of the firm’s
clients. Geographic results are generally allocated as follows:

activities

require

firm’s

the

• Global Banking & Markets: Investment banking fees and
Other: location of the client and investment banking team;
FICC intermediation and Equities intermediation: location
of the market-making desk; FICC financing and Equities
financing: location of the desk.

business, Equity

• Asset & Wealth Management

(excluding direct-to-
consumer
and Debt
investments): location of the sales team and/or investments;
Direct-to-consumer business: location of the client; Equity
investments and Debt
the
investments:
investment or investment professional.

location of

investments

• Platform Solutions: location of the client.

The table below presents total net revenues, pre-tax earnings
and net earnings by geographic region.

$ in millions
Year Ended December
Americas
EMEA
Asia
Total net revenues

2022

2021

2020

$28,669
12,860
5,836

61%
25%
14 %
$47,365 100% $59,339 100% $44,560 100%

63% $27,293
24% 10,946
13% 6,321

61% $37,217
27% 14,474
7,648
12%

71%
Americas
25%
EMEA
Asia
4 %
Total pre-tax earnings $13,486 100% $27,044 100% $12,479 100%

64% $ 8,804
27% 3,119
556

52% $17,314
7,164
39%
2,566
9%

$ 7,016
5,260
1,210

Americas
EMEA
Asia
Total net earnings
g

In the table above:

$ 6,067
4,164
1,030

77%
23%
–
$11,261 100% $21,635 100% $ 9,459 100%

64% $ 7,300
27% 2,150
9

54% $13,796
5,778
37%
2,061
9%

for

segment

reorganization,
allocating

• During the fourth quarter of 2022, in connection with the
firm’s
the firm changed its
funding-related
methodology
certain
revenues not directly allocable to specific regions. As a
result,
reclassifications were made to the geographic
allocation of net revenues. Prior period amounts have been
conformed to the current presentation.

• Asia pre-tax earnings and net earnings for 2020 were
impacted by net provisions for litigation and regulatory
proceedings.

• Substantially all of

the amounts

in Americas were

attributable to the U.S.

• Asia includes Australia and New Zealand.

Goldman Sachs 2022 Form 10-K

209

The table below presents U.S. government and agency
obligations and non-U.S. government and agency obligations
that collateralize resale agreements and securities borrowed
transactions.

$ in millions
U.S. government and agency obligations
Non-U.S. government and agency obligations

As of December

2022

2021
$ 164,897 $ 86,274
76,456 $ 141,588
$

In the table above:

• Non-U.S. government and agency obligations primarily
consists of securities issued by the governments of the U.K.,
Japan, Germany and France.

• Given that the firm’s primary credit exposure on such
transactions is to the counterparty to the transaction, the
firm would be exposed to the collateral issuer only in the
event of counterparty default.

Note 27.

Legal Proceedings

The firm is involved in a number of judicial, regulatory and
arbitration proceedings (including those described below)
concerning matters arising in connection with the conduct of
the firm’s businesses. Many of these proceedings are in early
stages, and many of
these cases seek an indeterminate
amount of damages.

Under ASC 450, an event is “reasonably possible” if “the
chance of the future event or events occurring is more than
remote but less than likely” and an event is “remote” if “the
chance of the future event or events occurring is slight.”
Thus, references to the upper end of the range of reasonably
possible loss for cases in which the firm is able to estimate a
range of reasonably possible loss mean the upper end of the
range of loss for cases for which the firm believes the risk of
loss is more than slight.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Note 26.

Credit Concentrations

The firm’s concentrations of credit risk arise from its market-
making, client facilitation, investing, underwriting, lending
and collateralized transactions, and cash management
activities, and may be impacted by changes in economic,
industry or political factors. These activities expose the firm
to many different industries and counterparties, and may also
subject the firm to a concentration of credit risk to a
particular central bank, counterparty, borrower or issuer,
including sovereign issuers, or to a particular clearinghouse
or exchange. The firm seeks to mitigate credit risk by actively
monitoring
from
exposures
counterparties as deemed appropriate.

and obtaining

collateral

The firm measures and monitors its credit exposure based on
amounts owed to the firm after taking into account risk
mitigants that the firm considers when determining credit
risk. Such risk mitigants include netting and collateral
arrangements
credit
futures and forward contracts. Netting and
derivatives,
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.

and economic hedges,

such as

The table below presents the credit concentrations included
in trading cash instruments and investments.

As of December

$ in millions
U.S. government and agency obligations
Percentage of total assets
Non-U.S. government and agency obligations
Percentage of total assets

2022

2021
$ 205,935 $ 141,191
14.3%
9.6%
40,334 $ 51,426
3.5%

2.8%

In addition, the firm had $208.53 billion as of December 2022
and $222.20 billion as of December 2021 of cash deposits held
at central banks (included in cash and cash equivalents), of
which $165.77 billion as of December 2022 and $122.01
billion as of December 2021 was held at the Federal Reserve.

As of both December 2022 and December 2021, the firm did
not have credit exposure to any other counterparty that
exceeded 2% of total assets.

Collateral obtained by the firm related to derivative assets is
principally cash and is held by the firm or a third-party
custodian. Collateral obtained by the firm related to resale
agreements and securities borrowed transactions is primarily
U.S. government and agency obligations and non-U.S.
government and agency obligations. See Note 11 for further
information about collateralized agreements and financings.

210 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

to matters described below for which
With respect
management has been able to estimate a range of reasonably
possible loss where (i) actual or potential plaintiffs have
claimed an amount of money damages, (ii) the firm is being,
or threatened to be, sued by purchasers in a securities offering
and is not being indemnified by a party that the firm believes
will pay the full amount of any judgment, or (iii) the
purchasers are demanding that the firm repurchase securities,
management has estimated the upper end of the range of
reasonably possible loss based on (a) in the case of (i), the
amount of money damages claimed, (b) in the case of (ii), the
difference between the initial sales price of the securities that
the firm sold in such offering and the estimated lowest
subsequent price of such securities prior to the action being
commenced and (c)
the price that
in the case of
purchasers paid for the securities less the estimated value, if
any, as of December 2022 of the relevant securities, in each of
cases (i), (ii) and (iii), taking into account any other factors
believed to be relevant to the particular matter or matters of
that type. As of the date hereof, the firm has estimated the
upper end of the range of reasonably possible aggregate loss
for such matters and for any other matters described below
where management has been able to estimate a range of
reasonably possible aggregate loss to be approximately
$2.3 billion in excess of the aggregate reserves for such
matters.

(iii),

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,
there are
significant factual issues to be resolved, and/or (vii) there are
novel legal issues presented. For example, the firm’s potential
liabilities with respect to the investigations and reviews
described below in “Regulatory Investigations and Reviews
and Related Litigation” generally are not
included in
management’s estimate of reasonably possible loss. However,
management does not believe, based on currently available
information, that the outcomes of such other matters will
have a material adverse effect on the firm’s financial
condition, though the outcomes could be material to the
firm’s operating results for any particular period, depending,
in part, upon the operating results for such period.

(vi)

1MDB-Related Matters
Between 2012 and 2013, subsidiaries of the firm acted as
arrangers or purchasers of approximately $6.5 billion of debt
securities of 1MDB.

On November 1, 2018, the U.S. Department of Justice (DOJ)
unsealed a criminal
information and guilty plea by Tim
Leissner, a former participating managing director of the
firm, and an indictment against Ng Chong Hwa, a former
managing director of the firm. On August 28, 2018, Leissner
was adjudicated guilty by the U.S. District Court for the
Eastern District of New York of conspiring to launder money
and to violate the U.S. Foreign Corrupt Practices Act’s
(FCPA) anti-bribery and internal accounting controls
provisions. Ng was charged with conspiring to launder
money and to violate the FCPA’s anti-bribery and internal
accounting controls provisions. On April 8, 2022, Ng was
found guilty on all counts following a trial.

On August 18, 2020, the firm announced that it entered into a
settlement agreement with the Government of Malaysia to
resolve the criminal and regulatory proceedings in Malaysia
involving the firm, which includes a guarantee that the
Government of Malaysia receives at least $1.4 billion in
assets and proceeds from assets seized by governmental
authorities around the world related to 1MDB. See Note 18
for further information about this guarantee.

On October 22, 2020, the firm announced that it reached
settlements of governmental and regulatory investigations
relating to 1MDB with the DOJ, the SEC, the FRB, the
NYDFS, the FCA, the PRA, the Singapore Attorney General’s
Chambers, the Singapore Commercial Affairs Department,
the Monetary Authority of Singapore and the Hong Kong
Securities and Futures Commission. Group Inc. entered into a
three-year deferred prosecution agreement with the DOJ, in
which a charge against the firm, one count of conspiracy to
violate the FCPA, was filed and will later be dismissed if the
firm abides by the terms of the agreement. In addition, GS
Malaysia pleaded guilty to one count of conspiracy to violate
the FCPA, and was sentenced on June 9, 2021. In May 2021,
the U.S. Department of Labor granted the firm a five-year
exemption to maintain its status as a qualified professional
asset manager (QPAM).

Goldman Sachs 2022 Form 10-K

211

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 collateralized debt obligation market,
and the firm’s conflict of interest management.

The consolidated amended complaint filed on July 25, 2011,
which named 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 monetary damages. The
defendants have moved for summary judgment. On April 7,
2020, the U.S. Court of Appeals for the Second Circuit
affirmed the district court’s August 14, 2018 grant of class
certification. On June 21, 2021, the United States Supreme
Court vacated the judgment of the Second Circuit and
remanded the case for further proceedings, and on August 26,
2021, the Second Circuit vacated the district court’s grant of
class certification and remanded the case for
further
proceedings. On December 8, 2021, the district court granted
the plaintiffs’ motion for class certification. On March 9,
2022, the Second Circuit granted defendants’ petition seeking
interlocutory review of the district court’s grant of class
certification.

Securities Corp.

Complaints were filed in the U.S. District Court for the
Southern District of New York on July 25, 2019 and May 29,
2020 against Goldman Sachs Mortgage Company and GS
by U.S. Bank National
Mortgage
Association, as trustee for two residential mortgage-backed
securitization trusts that issued $1.7 billion of securities. The
complaints generally allege that mortgage loans in the trusts
and
failed to conform to applicable
warranties and seek specific performance or, alternatively,
compensatory damages and other relief. On November 23,
2020, the court granted in part and denied in part defendants’
motion to dismiss the complaint in the first action and denied
defendants’ motion to dismiss the complaint in the second
action. On January 14, 2021, amended complaints were filed
in both actions.

representations

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

The firm has received multiple demands, beginning in
November 2018, from alleged shareholders under Section 220
of the Delaware General Corporation Law for books and
the
records
firm’s
relating to, among other
compliance
involvement with 1MDB and the
procedures.

things,
firm’s

On February 19, 2019, a purported shareholder derivative
action relating to 1MDB was filed in the U.S. District Court
for the Southern District of New York against Group Inc.
and the directors at the time and a former chairman and chief
executive officer of the firm. The second amended complaint
filed on November 13, 2020, alleges breaches of fiduciary
duties, including in connection with alleged insider trading by
certain current and former directors, unjust enrichment and
violations of the anti-fraud provisions of the Exchange Act,
including in connection with Group Inc.’s common stock
repurchases and solicitation of proxies, and seeks unspecified
damages, disgorgement and injunctive relief. On January 13,
2023, the court approved a settlement among the parties
pursuant
to which the firm agreed to a payment of
$79.5 million to be made to the firm by its insurers, which the
firm has agreed to use for compliance purposes after payment
of any attorneys’
fees and reimbursement of expenses
awarded to plaintiffs.

On December 20, 2018, a putative securities class action
lawsuit was filed in the U.S. District Court for the Southern
District of New York against Group Inc. and certain former
officers of the firm alleging violations of the anti-fraud
provisions of the Exchange Act with respect to Group Inc.’s
disclosures and public statements concerning 1MDB and
seeking unspecified damages. The plaintiff filed the second
amended complaint on October 28, 2019. On June 28, 2021,
the court dismissed the claims against one of the individual
defendants but denied the defendants’ motion to dismiss with
respect to the firm and the remaining individual defendants.
On November 12, 2021,
the plaintiff moved for class
certification. On January 13, 2023, the plaintiff moved for
leave to file a third amended complaint.

212 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Currencies-Related Litigation
GS&Co. and Group Inc. are among the defendants named in
an action filed in the U.S. District Court for the Southern
District of New York on November 7, 2018, and GSI, GSIB,
Goldman Sachs Group UK Limited and GS Bank USA are
among the defendants in an action filed in the High Court of
England and Wales on November 11, 2020 and subsequently
transferred to the U.K. Competition Appeal Tribunal, in each
foreign exchange
case by certain direct purchasers of
instruments that opted out of a class settlement reached with,
among others, GS&Co. and Group Inc. The third amended
complaint in the U.S. district court action, filed on August 3,
2020, generally alleges that the defendants violated federal
antitrust law and state common law in connection with an
alleged conspiracy to manipulate the foreign currency
exchange markets and seeks declaratory and injunctive relief,
as well as unspecified amounts of compensatory, punitive,
treble and other damages. The claim in the English action is
for breaches of English and E.U. competition rules from 2003
to 2013 and alleges manipulation of foreign exchange rates
and bid/offer spreads, the exchange of commercially sensitive
information among defendants and collusive trading. On
December 13, 2022,
the parties reached settlements in
principle, subject to final documentation, to resolve these
actions.

GS&Co. is among the defendants named in a putative class
action filed in the U.S. District Court for the Southern
District of New York on August 4, 2021. The amended
complaint, filed on January 6, 2022, generally asserts claims
under federal antitrust
law and state common law in
connection with an alleged conspiracy among the defendants
to manipulate auctions for foreign exchange transactions on
an electronic trading platform, as well as claims under the
Racketeer Influenced and Corrupt Organizations Act. The
complaint seeks declaratory and injunctive relief, as well as
unspecified amounts of treble and other damages. On March
18, 2022, the defendants moved to dismiss the amended
complaint.

Banco Espirito Santo S.A. and Oak Finance
Beginning in February 2015, GSI commenced actions against
Novo Banco S.A. (Novo Banco) in the English Commercial
Court and the Bank of Portugal
in Portuguese
(BoP)
in response to BoP’s decisions in
Administrative Court
December 2014, September 2015 and December 2015 to
reverse an earlier transfer to Novo Banco of an $835 million
facility agreement (the Facility), structured by GSI, between
Oak Finance Luxembourg S.A. (Oak Finance), a special
purpose vehicle formed in connection with the Facility, and
Banco Espirito Santo S.A. (BES) prior to the failure of BES. In
July 2018, the English Supreme Court found that the English
courts will not have jurisdiction over GSI’s action unless and
until the Portuguese Administrative Court finds against BoP
in GSI’s parallel action.
the Liquidation
Committee for BES issued a decision seeking to claw back
from GSI $54 million paid to GSI and $50 million allegedly
paid to Oak Finance in connection with the Facility, alleging
that GSI acted in bad faith in extending the Facility, including
because GSI allegedly knew that BES was at risk of imminent
failure. In October 2018, GSI commenced an action in Lisbon
Commercial Court challenging the Liquidation Committee’s
decision and has since also issued a claim against
the
Portuguese State
losses of
approximately $222 million related to the failure of BES,
together with a contingent claim for the $104 million sought
by the Liquidation Committee.

seeking compensation for

In July 2018,

Financial Advisory Services
Group Inc. and certain of its affiliates are from time to time
parties to various civil litigation and arbitration proceedings
and other disputes with clients and third parties relating to
the firm’s financial advisory activities. These claims generally
seek, among other things, compensatory damages and, in
some cases, punitive damages, and in certain cases allege that
the firm did not appropriately disclose or deal with conflicts
of interest.

Goldman Sachs 2022 Form 10-K

213

Underwriting Litigation
Firm affiliates are among the defendants in a number of
proceedings in connection with securities offerings. In these
proceedings, including those described below, the plaintiffs
assert class action or individual claims under federal and state
securities laws and in some cases other applicable laws, allege
that the offering documents for the securities that they
purchased contained material misstatements and omissions,
and generally seek compensatory and rescissory damages in
unspecified amounts, as well as rescission. Certain of these
proceedings involve additional allegations.

price

among

offering

aggregate

representing

Inc. GS&Co.

the
Uber Technologies,
in several putative
underwriters named as defendants
securities class actions filed beginning in September 2019 in
California Superior Court, County of San Francisco and the
U.S. District Court for the Northern District of California,
relating to Uber Technologies, Inc.’s (Uber) $8.1 billion May
2019 initial public offering. In addition to the underwriters,
the defendants include Uber and certain of its officers and
directors. GS&Co. underwrote 35,864,408 shares of common
of
stock
approximately $1.6 billion. On November 16, 2020, the court
in the state court action granted defendants’ motion to
dismiss
filed on
the consolidated amended complaint
February 11, 2020, and on December 16, 2020, plaintiffs
appealed. On August 7, 2020, defendants’ motion to dismiss
the district court action was denied. On September 25, 2020,
the plaintiffs in the district court action moved for class
certification. On December 5, 2020, the plaintiffs in the state
court action filed a complaint in the district court, which was
consolidated with the existing district court action on
January 25, 2021. On May 14, 2021, the plaintiffs filed a
second amended complaint in the district court, purporting to
add the plaintiffs from the state court action as additional
class
representatives. On October 1, 2021, defendants’
motion to dismiss the additional class representatives from
the second amended complaint was denied, and on July 26,
2022, the district court granted the plaintiffs’ motion for class
certification. On August 9, 2022, defendants filed a petition
with the U.S. Court of Appeals for the Ninth Circuit seeking
interlocutory review of the district court’s grant of class
certification.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

the

offering

Archegos-Related Matters
GS&Co. is among the underwriters named as defendants in a
putative securities class action filed on August 13, 2021 in
New York Supreme Court, County of New York, relating to
ViacomCBS Inc.’s (ViacomCBS) March 2021 public offerings
of $1.7 billion of common stock and $1.0 billion of preferred
stock. In addition to the underwriters, the defendants include
ViacomCBS and certain of its officers and directors. GS&Co.
underwrote 646,154 shares of common stock representing an
aggregate offering price of approximately $55 million and
323,077 shares of preferred stock representing an aggregate
offering price of approximately $32 million. The complaint
asserts claims under the federal securities laws and alleges
that
contained material
documents
misstatements and omissions, including, among other things,
that the offering documents failed to disclose that Archegos
Capital Management (Archegos) had substantial exposure to
ViacomCBS, including through total return swaps to which
certain of
including GS&Co., were
allegedly counterparties, and that such underwriters failed to
disclose their exposure to Archegos. The complaint seeks
in unspecified
rescission and compensatory damages
amounts. On November 5, 2021, the plaintiffs filed an
amended complaint. On January 4, 2022,
the plaintiffs
moved for class certification. On February 6, 2023, the court
dismissed the claims against ViacomCBS and the individual
defendants, but denied the defendants’ motion to dismiss
with respect
to GS&Co. and the other underwriter
defendants.

the underwriters,

Group Inc. is also a defendant in putative securities class
actions filed beginning in October 2021 and consolidated in
the U.S. District Court for the Southern District of New
York. The complaints allege that Group Inc., along with
institution, sold shares in Baidu Inc.
another financial
(Baidu), Discovery Inc.
(Discovery), GSX Techedu Inc.
(Gaotu), iQIYI Inc. (iQIYI), Tencent Music Entertainment
Group (Tencent), ViacomCBS, and Vipshop Holdings Ltd.
(Vipshop)
information
regarding the liquidation of Archegos’ position in Baidu,
Discovery, Gaotu, iQIYI, Tencent, ViacomCBS and Vipshop,
respectively. The complaints generally assert violations of
Sections 10(b), 20A and 20(a) of the Exchange Act and seek
unspecified damages. On June 13, 2022, the plaintiffs in the
class actions filed amended complaints. On August 12, 2022,
the defendants
the amended
complaints.

filed motions

on material

to dismiss

nonpublic

based

On January 24, 2022, the firm received a demand from an
alleged shareholder under Section 220 of
the Delaware
General Corporation Law for books and records relating to,
among other things, the firm’s involvement with Archegos
and the firm’s controls with respect to insider trading.

214 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

In addition to the underwriters,

in putative securities class actions

GoHealth, Inc. GS&Co. is among the underwriters named
as defendants
filed
beginning on September 21, 2020 and consolidated in the U.S.
District Court for the Northern District of Illinois relating to
GoHealth, Inc.’s (GoHealth) $914 million July 2020 initial
public offering.
the
defendants include GoHealth, certain of its officers and
directors
shareholders. GS&Co.
underwrote 11,540,550 shares of common stock representing
an aggregate offering price of approximately $242 million.
On February 25, 2021, the plaintiffs filed a consolidated
complaint. On April 5, 2022, the defendants’ motion to
consolidated complaint was denied. On
dismiss
class
September
certification.

the plaintiffs moved for

certain

2022,

and

the

23,

its

among

Inc. GS&Co.

the
Array Technologies,
underwriters named as defendants in a putative securities
class action filed on May 14, 2021 in the U.S. District Court
for the Southern District of New York relating to Array
Technologies, Inc.’s (Array) $1.2 billion October 2020 initial
public offering of common stock, $1.3 billion December 2020
offering of common stock and $993 million March 2021
offering of common stock. In addition to the underwriters,
the defendants include Array and certain of its officers and
directors. GS&Co. underwrote an aggregate of 31,912,213
shares of common stock in the three offerings representing an
aggregate offering price of approximately $877 million. On
December
filed an amended
the plaintiffs
consolidated complaint. On October 17, 2022, the defendants
moved to dismiss the amended consolidated complaint.

2021,

ContextLogic Inc. GS&Co.
is among the underwriters
named as defendants in putative securities class actions filed
beginning on May 17, 2021 and consolidated in the U.S.
District Court
for the Northern District of California,
relating to ContextLogic Inc.’s (ContextLogic) $1.1 billion
December 2020 initial public offering of common stock. In
include
addition to the underwriters,
ContextLogic and certain of
its officers and directors.
GS&Co. underwrote 16,169,000 shares of common stock
representing an aggregate offering price of approximately
the plaintiffs filed a
$388 million. On July 15, 2022,
consolidated amended complaint. On September 16, 2022,
the defendants moved to dismiss the consolidated amended
complaint.

the defendants

DiDi Global Inc. Goldman Sachs (Asia) L.L.C. (GS Asia) is
among the underwriters named as defendants in putative
securities class actions filed beginning on July 6, 2021 in the
U.S. District Courts for the Southern District of New York
and the Central District of California and New York
Supreme Court, County of New York, relating to DiDi
Global Inc.’s (DiDi) $4.4 billion June 2021 initial public
offering of American Depositary Shares (ADS). In addition to
the underwriters, the defendants include DiDi and certain of
its officers and directors. GS Asia underwrote 104,554,000
ADS
of
approximately $1.5 billion. On September 22, 2021, plaintiffs
in the California action voluntarily dismissed their claims
in the
without prejudice. On May 5, 2022, plaintiffs
consolidated federal action filed a second consolidated
amended complaint, which includes allegations of violations
of Sections 10(b) and 20A of the Exchange Act against the
underwriter defendants. On June 3, 2022, the defendants
moved to dismiss
second consolidated amended
complaint.

representing

aggregate

offering

price

the

Vroom Inc. GS&Co. is among the underwriters named as
defendants in an amended complaint for a putative securities
class action filed on October 4, 2021 in the U.S. District
Court for the Southern District of New York relating to
Vroom Inc.’s (Vroom) approximately $589 million September
2020 public offering of common stock. In addition to the
underwriters, the defendants include Vroom and certain of its
officers and directors. GS&Co. underwrote 3,886,819 shares
of common stock representing an aggregate offering price of
approximately $212 million. On December 20, 2021, the
defendants served a motion to dismiss the consolidated
complaint.

Zymergen Inc. GS&Co. is among the underwriters named
as defendants in a putative securities class action filed on
August 4, 2021 in the U.S. District Court for the Northern
District of California relating to Zymergen Inc.’s (Zymergen)
$575 million April 2021 initial public offering of common
stock. In addition to the underwriters, the defendants include
Zymergen and certain of its officers and directors. GS&Co.
underwrote 5,750,345 shares of common stock representing
an aggregate offering price of approximately $178 million.
On February 24, 2022,
the plaintiffs filed an amended
complaint, and on November 29, 2022, the court granted in
part and denied in part the defendants' motion to dismiss the
amended complaint, denying dismissal of the claims for
violations of Section 11 of the Securities Act.

Goldman Sachs 2022 Form 10-K

215

Natera Inc. GS&Co. is among the underwriters named as
defendants in putative securities class actions in New York
Supreme Court, County of New York and the U.S. District
Court for the Western District of Texas filed on March 10,
2022 and October 7, 2022, respectively, relating to Natera
Inc.’s (Natera) approximately $585 million July 2021 public
offering of common stock. In addition to the underwriters,
the defendants include Natera and certain of its officers and
directors. GS&Co. underwrote 1,449,000 shares of common
stock
of
approximately $164 million. On July 15, 2022, the parties in
the state court action filed a stipulation and proposed order
approving the discontinuance of the action without prejudice.
On December 16, 2022, the defendants moved to dismiss the
amended complaint in the federal action.

representing

aggregate

offering

price

among

Inc. GS&Co.

the
Robinhood Markets,
underwriters named as defendants in a putative securities
class action filed on December 17, 2021 in the U.S. District
Court for the Northern District of California relating to
Robinhood Markets, Inc.’s (Robinhood) approximately $2.2
billion July 2021 initial public offering. In addition to the
underwriters, the defendants include Robinhood and certain
of its officers and directors. GS&Co. underwrote 18,039,706
shares of common stock representing an aggregate offering
price of approximately $686 million. On June 20, 2022, the
plaintiffs filed an amended complaint. On August 18, 2022,
the defendants moved to dismiss the amended complaint.

ON24, Inc. GS&Co. is among the underwriters named as
defendants in a putative securities class action filed on
November 3, 2021 in the U.S. District Court for the Northern
District of California relating to ON24,
Inc.’s (ON24)
approximately $492 million February 2021 initial public
offering of common stock. In addition to the underwriters,
the defendants include ON24 and certain of its officers and
directors, including a director who was a Managing Director
of GS&Co. at the time of the initial public offering. GS&Co.
underwrote 3,616,785 shares of common stock representing
an aggregate offering price of approximately $181 million.
On March 18, 2022,
the plaintiffs filed a consolidated
complaint. On May 2, 2022, the defendants moved to dismiss
the consolidated complaint.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Waterdrop Inc. GS Asia is among the underwriters named
as defendants in a putative securities class action filed on
September 14, 2021 in the U.S. District Court
for the
Southern District of New York relating to Waterdrop Inc.’s
(Waterdrop) $360 million May 2021 initial public offering of
ADS. In addition to the underwriters, the defendants include
Waterdrop and certain of its officers and directors. GS Asia
underwrote 15,300,000 ADS representing an aggregate
offering price of approximately $184 million. On February
21, 2022, the plaintiffs filed an amended complaint, and on
February 3, 2023, the court granted the defendants' motion to
dismiss the amended complaint.

Sea Limited. GS Asia is among the underwriters named as
defendants in putative securities class actions filed on
February 11, 2022 and June 17, 2022, respectively, in New
York Supreme Court, County of New York, relating to Sea
Limited’s approximately $4.0 billion September 2021 public
offering of ADS and approximately $2.9 billion September
2021 public offering of convertible senior notes, respectively.
In addition to the underwriters, the defendants include Sea
Limited, certain of its officers and directors and certain of its
shareholders. GS Asia
8,222,500 ADS
representing an aggregate offering price of approximately
$2.6 billion and convertible senior notes representing an
aggregate offering price of approximately $1.9 billion. On
August 3, 2022, the actions were consolidated, and on August
9, 2022,
filed a consolidated amended
complaint. The defendants had previously moved to dismiss
the action on July 15, 2022, with the parties stipulating that
the motion would apply to the consolidated amended
complaint.

the plaintiffs

underwrote

among

Inc. GS&Co.

the
Rivian Automotive
underwriters named as defendants in a putative securities
class action filed on March 7, 2022 in the U.S. District Court
for the Central District of California relating to Rivian
Automotive Inc.’s
(Rivian) approximately $13.7 billion
November 2021 initial public offering. In addition to the
underwriters, the defendants include Rivian and certain of its
officers and directors. GS&Co. underwrote 44,733,050 shares
of common stock representing an aggregate offering price of
approximately $3.5 billion. On July 22, 2022, the plaintiffs
filed a consolidated complaint, and on August 29, 2022, the
defendants moved to dismiss the consolidated complaint.

216 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

relating

to Riskified Ltd.’s

Riskified Ltd. GS&Co. is among the underwriters named as
defendants in a putative securities class action filed on May 2,
2022 in the U.S. District Court for the Southern District of
New York
(Riskified)
approximately $423 million July 2021 initial public offering.
In addition to the underwriters,
the defendants include
Riskified and certain of its officers and directors. GS&Co.
underwrote 6,981,128 shares of common stock representing
an aggregate offering price of approximately $147 million.
On November 28, 2022, the plaintiffs filed a second amended
complaint, and on January 20, 2023, the defendants moved to
dismiss the second amended complaint.

Inc. GS&Co.

is among the underwriters
Oscar Health,
named as defendants in a putative securities class action filed
on May 12, 2022 in the U.S. District Court for the Southern
District of New York relating to Oscar Health, Inc.’s (Oscar
Health) approximately $1.4 billion March 2021 initial public
offering. In addition to the underwriters, the defendants
include Oscar Health and certain of its officers and directors.
GS&Co. underwrote 12,760,633 shares of common stock
representing an aggregate offering price of approximately
$498 million. On December 5, 2022, the plaintiffs filed an
amended complaint.

its

and

certain

Oak Street Health, Inc. GS&Co. is among the underwriters
named as defendants in an amended complaint for a putative
securities class action filed on May 25, 2022 in the U.S.
District Court for the Northern District of Illinois relating to
Oak Street Health, Inc.’s (Oak Street) $377 million August
2020 initial public offering, $298 million December 2020
secondary equity offering, $691 million February 2021
secondary equity offering and $747 million May 2021
secondary equity offering. In addition to the underwriters,
the defendants include Oak Street, certain of its officers and
shareholders. GS&Co.
directors
underwrote 4,157,103 shares of common stock in the August
2020 initial public offering representing an aggregate offering
price of approximately $87 million, 1,503,944 shares of
common stock in the December 2020 secondary equity
offering
an aggregate offering price of
approximately $69 million, 3,083,098 shares of common
stock in the February 2021 secondary equity offering
representing an aggregate offering price of approximately
$173 million and 3,013,065 shares of common stock in the
May 2021 secondary equity offering representing an
aggregate offering price of approximately $187 million. On
February 10, 2023, the court granted in part and denied in
part the defendants’ motion to dismiss, dismissing the claim
alleging a violation of Section 12(a)(2) of the Securities Act
and, with respect to the May 2021 secondary equity offering
only, the claim alleging a violation of Section 11 of the
Securities Act, but declining to dismiss the remaining claims.

representing

Inc. GS&Co.

is among the
Reata Pharmaceuticals,
underwriters named as defendants in a consolidated amended
complaint for a putative securities class action filed on June
21, 2022 in the U.S. District Court for the Eastern District of
Inc.’s (Reata)
Texas relating to Reata Pharmaceuticals,
approximately $282 million December 2020 public offering of
common stock.
the
defendants include Reata and certain of its officers and
directors. GS&Co. underwrote 1,000,000 shares of common
stock
of
approximately $141 million. On September 7, 2022, the
defendants moved to dismiss the consolidated amended
complaint.

In addition to the underwriters,

representing

aggregate

offering

price

Inc. GS&Co.

is among the
Bright Health Group,
underwriters named as defendants in an amended complaint
for a putative securities class action filed on June 24, 2022 in
the U.S. District Court for the Eastern District of New York
relating to Bright Health Group,
Inc.’s (Bright Health)
approximately $924 million June 2021 initial public offering
of common stock. In addition to the underwriters, the
defendants include Bright Health and certain of its officers
and directors. GS&Co. underwrote 11,297,000 shares of
common stock representing an aggregate offering price of
approximately $203 million. On October 12, 2022,
the
defendants moved to dismiss the amended complaint.

17 Education & Technology Group Inc. GS Asia is among
the underwriters named as defendants in a putative securities
class action filed on July 19, 2022 in the U.S. District Court
for the Central District of California and transferred to the
U.S. District Court for the Southern District of New York in
November 2022 relating to 17 Education & Technology
Group Inc.’s
(17EdTech) approximately $331 million
December 2020 initial public offering of ADS. In addition to
the underwriters,
the defendants include 17EdTech and
certain of its officers and directors. GS Asia underwrote
12,604,000 ADS representing an aggregate offering price of
the
approximately $132 million. On January 31, 2023,
plaintiffs filed an amended complaint.

Goldman Sachs 2022 Form 10-K

217

among

the
Yatsen Holding Limited. GS Asia
underwriters named as defendants in a putative securities
class action filed on September 23, 2022 in the U.S. District
Court for the Southern District of New York relating to
approximately
Yatsen Holding
$617 million November 2020 initial public offering of ADS.
In addition to the underwriters,
the defendants include
Yatsen, certain of its officers and directors and one of its
22,912,500 ADS
shareholders. GS Asia
representing an aggregate offering price of approximately
$241 million.

underwrote

Limited’s

(Yatsen)

Rent the Runway, Inc. GS&Co. is among the underwriters
named as defendants in a putative securities class action filed
on November 14, 2022 in the U.S. District Court for the
Eastern District of New York relating to Rent the Runway,
Inc.’s (Rent the Runway) $357 million October 2021 initial
In addition to the
public offering of common stock.
underwriters, the defendants include Rent the Runway and
certain of its officers and directors. GS&Co. underwrote
5,254,304 shares of common stock representing an aggregate
offering price of approximately $110 million.

Opendoor Technologies Inc. GS&Co.
is among the
underwriters named as defendants in a putative securities
class action filed on November 22, 2022 in the U.S. District
Court for the District of Arizona relating to, among other
things, Opendoor
(Opendoor)
Technologies
approximately $886 million February 2021 public offering of
common stock.
the
defendants include Opendoor and certain of its officers and
directors. GS&Co. underwrote 10,173,401 shares of common
stock
of
representing
approximately $275 million.

In addition to the underwriters,

aggregate

offering

Inc.’s

price

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Inc. GS&Co.

is among the
LifeStance Health Group,
underwriters named as defendants in a putative securities
class action filed on August 10, 2022 in the U.S. District
Court for the Southern District of New York relating to
LifeStance Health Group, Inc.’s (LifeStance) approximately
$828 million June 2021 initial public offering of common
stock. In addition to the underwriters, the defendants include
LifeStance and certain of its officers and directors. GS&Co.
underwrote 10,580,000 shares of common stock representing
an aggregate offering price of approximately $190 million.
On December 19, 2022, the plaintiffs filed an amended
complaint, and on January 18, 2023, the defendants moved to
dismiss the amended complaint.

MINISO Group Holding Limited. GS Asia is among the
underwriters named as defendants in a putative securities
class action filed on August 17, 2022 in the U.S. District
Court for the Central District of California and transferred to
the U.S. District Court for the Southern District of New York
on November 18, 2022 relating to MINISO Group Holding
Limited’s (MINISO) approximately $656 million October
2020 initial public offering of ADS. In addition to the
underwriters, the defendants include MINISO and certain of
its officers and directors. GS Asia underwrote 16,408,093
ADS
of
representing
approximately $328 million.

aggregate

offering

price

relating

to Coupang,

Coupang, Inc. GS&Co. is among the underwriters named as
defendants in a putative securities class action filed on August
26, 2022 in the U.S. District Court for the Southern District of
(Coupang)
New York
approximately $4.6 billion March 2021 initial public offering
of common stock. In addition to the underwriters, the
defendants include Coupang and certain of its officers and
directors. GS&Co. underwrote 42,900,000 shares of common
stock
of
representing
approximately $1.5 billion.

aggregate

offering

Inc.’s

price

218 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Inc.’s

FIGS, Inc. GS&Co. is among the underwriters named as
defendants in a putative securities class action filed on
December 8, 2022 in the U.S. District Court for the Central
District of California relating to FIGS,
(FIGS)
approximately $668 million May 2021 initial public offering
and approximately $413 million September 2021 secondary
equity offering.
the
defendants include FIGS, certain of its officers and directors
shareholders. GS&Co. underwrote
and certain of
9,545,073 shares of common stock in the May 2021 initial
public offering representing an aggregate offering price of
approximately $210 million and 3,179,047 shares of common
stock in the September 2021 secondary equity offering
representing an aggregate offering price of approximately
$128 million.

In addition to the underwriters,

its

Silvergate Capital Corporation. GS&Co. is among the
underwriters named as defendants in a putative securities
class action filed on January 19, 2023 in the U.S. District
Court for the Southern District of California relating to
Silvergate Capital Corporation’s (Silvergate) approximately
$288 million January 2021 public offering of common stock
and approximately $552 million December 2021 public
offering of common stock. In addition to the underwriters,
the defendants include Silvergate and certain of its officers
and directors. GS&Co. underwrote 1,711,313 shares of
common stock in the January 2021 public offering of
common stock representing an aggregate offering price of
approximately $108 million and 1,375,397 shares of common
stock in the December 2021 public offering of common stock
representing an aggregate offering price of approximately
$199 million.

Centessa Pharmaceuticals plc. GS&Co.
is among the
underwriters named as defendants in an amended complaint
for a putative securities class action filed on February 10,
2023 in the U.S. District Court for the Southern District of
New York relating to Centessa Pharmaceuticals plc’s
(Centessa) approximately $380 million May 2021 initial
public offering of ADS. In addition to the underwriters, the
defendants include Centessa and certain of its officers and
directors. GS&Co. underwrote 6,072,000 ADS representing
an aggregate offering price of approximately $121 million.

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.

Securities Lending Antitrust Litigation
Group Inc. and GS&Co. were among the defendants named
in a putative antitrust class action and three individual
actions relating to securities lending practices filed in the U.S.
District Court
for the Southern District of New York
beginning in August 2017. The complaints generally assert
claims under federal and state antitrust
law and state
common law in connection with an alleged conspiracy among
the defendants to preclude the development of electronic
platforms for securities lending transactions. The individual
complaints also assert claims for tortious interference with
business relations and under state trade practices law and, in
the second and third individual actions, unjust enrichment
under state common law. The complaints seek declaratory
and injunctive relief, as well as unspecified amounts of
compensatory, treble, punitive and other damages. Group
Inc. was voluntarily dismissed from the putative class action
on January 26, 2018. Defendants’ motion to dismiss the class
action complaint was denied on September 27, 2018.
Defendants’ motion to dismiss the first individual action was
granted on August 7, 2019. On September 30, 2021, the
defendants’ motion to dismiss the second and third individual
actions, which were consolidated in June 2019, was granted.
On October 25, 2021, the plaintiff in the second individual
action appealed to the U.S. Court of Appeals for the Second
Judge
2022,
Circuit. On June
class
plaintiffs’ motion
that
recommended
certification in the putative class action be granted in part
and denied in part. On August 15, 2022, the plaintiffs and
defendants filed objections to the Magistrate Judge’s report
and recommendation with the district court.

the Magistrate
for

30,
the

Goldman Sachs 2022 Form 10-K

219

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

for

Variable Rate Demand Obligations Antitrust Litigation
Group Inc. and GS&Co. were among the defendants named
in a putative class action relating to variable rate demand
obligations (VRDOs), filed beginning in February 2019 under
separate complaints and consolidated in the U.S. District
Court
the Southern District of New York. The
consolidated amended complaint, filed on May 31, 2019,
generally asserts claims under federal antitrust law and state
common law in connection with an alleged conspiracy among
the defendants to manipulate the market for VRDOs. The
complaint seeks declaratory and injunctive relief, as well as
unspecified amounts of compensatory,
treble and other
damages. Group Inc. was voluntarily dismissed from the
putative class action on June 3, 2019. On November 2, 2020,
the court granted in part and denied in part the defendants’
motion to dismiss, dismissing the state common law claims
against GS&Co., but denying dismissal of
the federal
antitrust law claims.

GS&Co. is also among the defendants named in a related
putative class action filed on June 2, 2021 in the U.S. District
Court for the Southern District of New York. The complaint
alleges the same conspiracy in the market for VRDOs as that
alleged in the consolidated amended complaint filed on May
31, 2019, and asserts federal antitrust law, state law and state
common law claims against the defendants. The complaint
seeks declaratory and injunctive relief, as well as unspecified
amounts of compensatory, treble and other damages. On
August 6, 2021, plaintiffs in the May 31, 2019 action filed an
amended complaint consolidating the June 2, 2021 action
with the May 31, 2019 action. On September 14, 2021,
defendants filed a joint partial motion to dismiss the August
6, 2021 amended consolidated complaint. On June 28, 2022,
the court granted in part and denied in part the defendants’
motion to dismiss, dismissing the state breach of fiduciary
duty claim against GS&Co., but declining to dismiss any
portion of the federal antitrust law claims. On October 27,
2022, the plaintiffs moved for class certification.

Interest Rate Swap Antitrust Litigation
Group Inc., GS&Co., GSI, GS Bank USA and Goldman Sachs
Financial Markets, L.P. are among the defendants named in a
putative antitrust class action relating to the trading of
interest rate swaps, filed in November 2015 and consolidated
in the U.S. District Court for the Southern District of New
York. The same Goldman Sachs entities are also among the
defendants named in two antitrust actions relating to the
trading of interest rate swaps, commenced in April 2016 and
June 2018, respectively, in the U.S. District Court for the
Southern District of New York by three operators of swap
execution facilities and certain of
their affiliates. These
actions have been consolidated for pretrial proceedings. The
complaints generally assert claims under federal antitrust law
and state common law in connection with an alleged
conspiracy among the defendants to preclude exchange
trading of
interest rate swaps. The complaints in the
individual actions also assert claims under state antitrust law.
The complaints seek declaratory and injunctive relief, as well
as treble damages in an unspecified amount. Defendants
moved to dismiss the class and the first individual action and
the district court dismissed the state common law claims
asserted by the plaintiffs in the first individual action and
otherwise limited the state common law claim in the putative
class action and the antitrust claims in both actions to the
period from 2013 to 2016. On November 20, 2018, the court
granted in part and denied in part the defendants’ motion to
dismiss the second individual action, dismissing the state
common law claims for unjust enrichment and tortious
interference, but denying dismissal of the federal and state
antitrust claims. On March 13, 2019, the court denied the
plaintiffs’ motion in the putative class action to amend their
complaint to add allegations related to conduct from 2008 to
2012, but granted the motion to add limited allegations from
2013 to 2016, which the plaintiffs added in a fourth
consolidated amended complaint filed on March 22, 2019.
The plaintiffs in the putative class action moved for class
certification on March 7, 2019.

220 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Commodities-Related Litigation
GSI is among the defendants named in putative class actions
relating to trading in platinum and palladium, filed beginning
on November 25, 2014 and most recently amended on May
15, 2017, in the U.S. District Court for the Southern District
of New York. The amended complaint generally alleges that
the defendants violated federal antitrust
laws and the
Commodity Exchange Act in connection with an alleged
conspiracy to manipulate a benchmark for physical platinum
and palladium prices and seek declaratory and injunctive
relief, as well as treble damages in an unspecified amount. On
March 29, 2020, the court granted the defendants’ motions to
dismiss and for reconsideration, resulting in the dismissal of
all claims. On April 27, 2020, plaintiffs appealed to the U.S.
Court of Appeals for the Second Circuit.

federal antitrust

laws and state laws

GS&Co., GSI, J. Aron & Company and Metro International
Trade Services (Metro), a previously consolidated subsidiary
of Group Inc. that was sold in the fourth quarter of 2014, are
among the defendants in a number of putative class and
individual actions filed beginning on August 1, 2013 and
consolidated in the U.S. District Court for the Southern
District of New York. The complaints generally allege
violations of
in
connection with the storage of aluminum and aluminum
injunctive and
trading. The complaints seek declaratory,
other equitable relief, as well as unspecified monetary
damages, including treble damages. In December 2016, the
district court granted defendants’ motions to dismiss and on
August 27, 2019, the Second Circuit vacated the district
court’s dismissals and remanded the case to district court for
further proceedings. On July 23, 2020, the district court
denied the class plaintiffs’ motion for class certification, and
on December 16, 2020 the Second Circuit denied leave to
appeal the denial. On February 17, 2021, the district court
granted defendants’ motion for summary judgment with
respect to the claims of most of the individual plaintiffs. On
April 14, 2021, the plaintiffs appealed to the U.S. Court of
Appeals for the Second Circuit. On May 31, 2022, the two
remaining individual plaintiffs entered into a settlement with
the defendants. The firm has paid the full amount of its
contribution to the settlement.

In connection with the sale of Metro, the firm agreed to
provide indemnities to the buyer, including for any potential
liabilities for legal or regulatory proceedings arising out of
the conduct of Metro’s business while the firm owned it.

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
the defendants violated antitrust laws in connection with an
alleged conspiracy to manipulate the when-issued market and
for U.S. Treasury securities and that certain
auctions
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. Defendants’ motion to dismiss was
granted on March 31, 2021. On May 14, 2021, plaintiffs filed
an amended complaint. Defendants’ motion to dismiss the
amended complaint was granted on March 31, 2022. On
April 28, 2022, plaintiffs appealed to the U.S. Court of
Appeals for the Second Circuit.

Corporate Bonds Antitrust Litigation
Group Inc. and GS&Co. are among the dealers named as
defendants in a putative class action relating to the secondary
market for odd-lot corporate bonds, filed on April 21, 2020 in
the U.S. District Court for the Southern District of New
filed on
York. The amended consolidated complaint,
October 29, 2020, asserts claims under federal antitrust law
in connection with alleged anti-competitive conduct by the
defendants in the secondary market for odd-lots of corporate
bonds, and seeks declaratory and injunctive relief, as well as
unspecified monetary damages, including treble and punitive
damages and restitution. On October 25, 2021, the court
granted defendants’ motion to dismiss with prejudice. On
November 23, 2021, plaintiffs appealed to the U.S. Court of
Appeals for the Second Circuit. On November 10, 2022, the
district court denied the plaintiffs’ motion for an indicative
ruling that the judgment should be vacated because the wife
of the district judge owned stock in one of the defendants and
the district judge did not recuse himself.

Goldman Sachs 2022 Form 10-K

221

denied

petition

defendants’

Second Circuit

On March 30, 2018, the district court certified a damages
class as to the plaintiffs’ disparate impact and treatment
claims. On September 4, 2018, the U.S. Court of Appeals for
the
for
interlocutory review of the district court’s class certification
decision and subsequently denied defendants’ petition for
rehearing. On September 27, 2018, plaintiffs advised the
district court that they would not seek to certify a class for
injunctive and declaratory relief. On March 26, 2020, the
Magistrate Judge in the district court granted in part a
motion to compel arbitration as to class members who are
to certain agreements with Group Inc. and/or
parties
GS&Co.
in which they agreed to arbitrate employment-
related disputes. On April 16, 2020, plaintiffs submitted
objections to the Magistrate Judge’s order and defendants
submitted conditional objections in the event that the district
judge overturned any portion of the Magistrate Judge’s
order. On July 22, 2021, defendants filed a motion to
decertify the class. On September 15, 2021, the district court
affirmed the decision of the Magistrate Judge to compel
arbitration. On March 17, 2022, the district court denied the
plaintiffs’ motion for partial summary judgment as to a
portion of the disparate impact claim, granted in part and
denied in part the defendants’ motion for summary judgment
as to plaintiffs’ disparate impact and treatment claims, denied
the defendants’ motion to decertify the class, and granted in
part and denied in part the parties’ respective motions to
preclude certain expert testimony. On August 22, 2022, the
district court granted in part and denied in part
the
defendants’ motion for reconsideration of the portion of its
March 17, 2022 decision that denied the defendants’ motion
to decertify the class, denying the defendants’ motion to
decertify the class but narrowing the class definition. Trial is
scheduled to commence on June 7, 2023.

Consumer Investigation and Review
The firm is cooperating with the Consumer Financial
Protection Bureau and other governmental bodies relating to
investigations and/or inquiries concerning GS Bank USA’s
credit card account management practices and is providing
information regarding the application of refunds, crediting of
resolution,
nonconforming
advertisements, reporting to credit bureaus, and any other
consumer-related information requested by them.

payments,

billing

error

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Credit Default Swap Antitrust Litigation
Group Inc., GS&Co. and GSI were among the defendants
named in a putative antitrust class action relating to the
settlement of credit default swaps, filed on June 30, 2021 in
the U.S. District Court for the District of New Mexico. The
complaint generally asserts claims under federal antitrust law
and the Commodity Exchange Act in connection with an
alleged conspiracy among the defendants to manipulate the
benchmark price used to value credit default swaps for
settlement. The complaint also asserts a claim for unjust
enrichment under state common law. The complaint seeks
declaratory and injunctive relief, as well as unspecified
amounts of treble and other damages. On November 15,
2021, the defendants filed a motion to dismiss the complaint.
On February 4, 2022,
the plaintiffs filed an amended
complaint and voluntarily dismissed Group Inc. from the
action. On April 5, 2022, the defendants filed a motion to
dismiss the amended complaint.

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. The complaint, as
subsequently amended, alleges that Group Inc. and GS&Co.
have systematically discriminated against female employees
in respect of compensation, promotion 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.

222 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Regulatory Investigations and Reviews and Related
Litigation
Group Inc. and certain of its affiliates are subject to a number
of other investigations and reviews by, and in some cases
have received subpoenas and requests for documents and
information from, various governmental and regulatory
bodies and self-regulatory organizations and litigation and
shareholder requests relating to various matters relating to
the firm’s businesses and operations, including:

• The securities offering process and underwriting practices;

• The firm’s investment management and financial advisory

services;

• Conflicts of interest;

• Research practices, including research independence and
interactions between research analysts and other firm
personnel, including investment banking personnel, as well
as third parties;

• Transactions involving government-related financings and
including wall-cross
other matters, municipal securities,
procedures and conflict of interest disclosure with respect
to state and municipal clients, the trading and structuring
of municipal derivative instruments in connection with
municipal offerings, political contribution rules, municipal
advisory services and the possible impact of credit default
swap transactions on municipal issuers;

• Consumer lending, as well as residential mortgage lending,
servicing and securitization, and compliance with related
consumer laws;

securities,

government

• The offering, auction, sales,
and

trading and clearance of
currencies,
corporate
commodities and other financial products and related sales
and other communications and activities, as well as the
firm’s supervision and controls relating to such activities,
including compliance with applicable short sale rules,
algorithmic, high-frequency and quantitative trading, the
firm’s U.S. alternative trading system (dark pool), futures
trading, options trading, when-issued trading, transaction
reporting,
controls,
communications recordkeeping and recording, securities
lending practices, prime brokerage activities, trading and
clearance of credit derivative instruments and interest rate
swaps, commodities activities and metals storage, private
placement practices, allocations of and trading in
securities, and trading activities and communications in
connection with the establishment of benchmark rates,
such as currency rates;

technology

systems

and

• Compliance with the FCPA;

• The firm’s hiring and compensation practices;

• The firm’s system of risk management and controls; and

• Insider trading, the potential misuse and dissemination of
material nonpublic information regarding corporate and
governmental developments and the effectiveness of the
firm’s insider trading controls and information barriers.

The firm is cooperating with all such governmental and
regulatory investigations and reviews.

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 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.

The firm also maintains a defined benefit pension plan for
substantially all U.S. employees hired prior 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 benefit
obligation,
in the consolidated balance sheets. As of
December 2022, other assets included $111 million (related to
overfunded pension plans) and other liabilities included
$337 million related to these plans. As of December 2021,
other assets included $411 million (related to overfunded
pension plans) and other liabilities included $426 million
related to these plans.

Defined Contribution Plans
The firm contributes to employer-sponsored U.S. and non-
U.S. defined contribution plans. The firm's contribution to
these plans was $378 million for 2022, $274 million for 2021
and $261 million for 2020.

Goldman Sachs 2022 Form 10-K

223

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

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. Forfeitures are
recorded when they occur.

Cash dividend equivalents paid on RSUs are generally
charged to retained earnings. If RSUs that require future
service are
related dividend equivalents
originally charged to retained earnings are reclassified to
compensation expense in the period in which forfeiture
occurs.

forfeited,

the

The firm generally issues new shares of common stock upon
delivery of share-based awards. In limited cases, as outlined
in the applicable award agreements, the firm may cash settle
share-based compensation awards accounted for as equity
instruments. For these awards, additional paid-in capital is
adjusted to the extent of the difference between the value of
the award at the time of cash settlement and the grant-date
value of the award. The tax effect related to the settlement of
share-based awards and payments of dividend equivalents is
recorded in income tax benefit or expense.

Stock Incentive Plan
The firm sponsors a stock incentive plan, The Goldman
Sachs Amended and Restated Stock Incentive Plan (2021)
(2021 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
terms and conditions,
including performance or market
conditions. On April 29, 2021, shareholders approved the
2021 SIP. The 2021 SIP is a successor to several predecessor
stock incentive plans, the first of which was adopted on April
30, 1999, and each of which was approved by the firm’s
shareholders.

224 Goldman Sachs 2022 Form 10-K

As of December 2022, 60.8 million shares were available to be
delivered pursuant to awards granted under the 2021 SIP. If
any shares of common stock underlying awards granted
under the 2021 SIP or awards granted under predecessor
stock incentive plans are not delivered because such awards
are forfeited, terminated or canceled, or if shares of common
stock underlying such awards are surrendered or withheld to
satisfy any obligation of the grantee (including taxes), those
shares will become available to be delivered pursuant to
awards granted under the 2021 SIP. Shares available to be
delivered under the 2021 SIP also are subject to adjustment
for certain events or changes in corporate structure as
provided under the 2021 SIP. The 2021 SIP is scheduled to
terminate on the date of the annual meeting of shareholders
that occurs in 2025.

subject

(including RSUs

firm grants RSUs

Restricted Stock Units
The
to
performance or market conditions) to employees, 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
restrictions. The value of equity awards also
transfer
considers the impact of material non-public information, if
any, that the firm expects to make available shortly following
grant. RSUs generally vest and underlying shares of common
stock deliver (net of required withholding tax) as outlined in
the
award agreements. Award agreements
generally provide that vesting is accelerated in certain
circumstances, such as on retirement, death, disability and, in
the
certain cases,
underlying shares of common stock is conditioned on the
grantees satisfying certain vesting and other requirements
outlined in the award agreements. RSUs not subject to
performance or market conditions generally vest and deliver
over a three-year period.

conflicted employment. Delivery of

applicable

RSUs that are subject to performance or market conditions
generally deliver after the end of a three- to five-year period.
to performance or market
For awards that are subject
conditions, generally the final award is adjusted from zero up
to 150% of the original grant based on the extent to which
those conditions are satisfied. Dividend equivalents that
accrue on these awards are paid when the awards settle.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

The table below presents the 2022 activity related to stock
settled RSUs.

Restricted Stock
Units Outstanding

Weighted Average
Grant-Date Fair Value of
Restricted Stock
Units Outstanding

Future
Service
Required

No Future
Service
Required
4,043,074 15,933,696
8,660,927
5,478,475
(606,404)

$
$
(260,799) $
– (10,633,955) $
$
(3,626,923)
3,626,923
$
5,288,222 17,326,792

Future No Future
Service
Service
Required
Required
255.08 $ 228.14
315.33 $ 318.03
292.38 $ 261.99
– $ 229.81
277.07 $ 277.07
298.14 $ 281.78

Beginning balance
Granted
Forfeited
Delivered
Vested
Ending balance

In the table above:

• The weighted average grant-date fair value of RSUs
granted was $316.98 during 2022, $264.57 during 2021 and
$220.45 during 2020. The grant-date fair value of these
RSUs included an average liquidity discount of 6.0%
during 2022, 10.2% during 2021 and 10.1% during 2020, to
reflect post-vesting and delivery transfer
restrictions,
generally of 1 year for 2022, and up to 4 years for both 2021
and 2020.

• The aggregate fair value of awards that vested was
$3.91 billion during 2022, $2.64 billion during 2021 and
$2.01 billion during 2020.

• The ending balance included restricted stock subject to
future service requirements of 357,367 shares as of
December 2022 and 47,719 shares as of December 2021.

• The ending balance included RSUs subject to future service
requirements and performance or market conditions of
618,248 RSUs as of December 2022 and 322,935 RSUs as of
December 2021, and the maximum amount of such RSUs
that may be earned was 914,441 RSUs as of December 2022
and 387,508 RSUs as of December 2021.

• The ending balance also included RSUs not subject to
future service requirements but subject to performance
conditions of 1,457,702 RSUs as of December 2022 and
590,453 RSUs as of December 2021, and the maximum
amount of such RSUs that may be earned was 2,186,553
RSUs as of December 2022 and 885,680 RSUs as of
December 2021.

In relation to 2022 year-end, during the first quarter of 2023,
the firm granted to its employees 6.2 million RSUs (of which
2.4 million RSUs require future service as a condition for
delivery of the related shares of common stock). These RSUs
are subject to additional conditions as outlined in the award
agreements. Shares underlying these RSUs, net of required
withholding tax, generally deliver over a three-year period.
These awards are generally subject to a one-year post-vesting
and delivery transfer restriction. These awards are not
included in the table above.

As of December 2022, there was $860 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 1.86 years.
In addition, there is unrecognized compensation cost related
to share-based compensation arrangements
to
performance conditions. The maximum payout related to
these awards is $124 million. This cost is expected to be
recognized over a weighted average period of 1.92 years.

subject

The table below presents the share-based compensation and
the related excess tax benefit.

$ in millions
Share-based compensation
Excess net tax benefit for share-based awards

Year Ended December
2022

2020
$ 4,107 $ 2,553 $ 1,985
120
$

324 $

196 $

2021

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.

Overrides
The firm shares a portion of
its overrides related to
investment management services with approximately 800
employees. The fair value of these overrides is recognized as
compensation expense over the vesting period. Such expense
was $493 million for 2022, $547 million for 2021 and
$141 million for 2020.

Goldman Sachs 2022 Form 10-K

225

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Note 30.

Parent Company

Group Inc. – Condensed Statements of Earnings

Group Inc. – Condensed Balance Sheets

$ in millions
Revenues
Dividends from subsidiaries and other affiliates:

Bank
Nonbank

Other revenues
Total non-interest revenues
Interest income
Interest expense
Net interest loss
Total net revenues

Year Ended December
2022

2021

2020

101 $16,990 $

6,243
(3,590)
2,754
8,367
9,428
(1,061)
1,693

529

40
15,562 11,860
774
33,081 12,674
4,020
5,861
(1,841)
32,206 10,833

3,695
4,570
(875)

Operating expenses
Compensation and benefits
Other expenses
Total operating expenses
Pre-tax earnings
Benefit for taxes
Undistributed earnings/(loss) of subsidiaries

328
685
1,013
680
(1,398)

750
1,005
1,755
30,451
(551)

367
3,339
3,706
7,127
(696)

and other affiliates

1,636
9,459
Net earnings
Preferred stock dividends
544
Net earnings applicable to common shareholders $10,764 $21,151 $ 8,915

(9,367)
21,635
484

9,183
11,261
497

Supplemental Disclosures:
In the condensed statements of earnings above, revenues and
expenses included the following with subsidiaries and other
affiliates:

• Dividends from bank subsidiaries included cash dividends
of $97 million for 2022, $16.99 billion for 2021 and $38
million for 2020.

• Dividends from nonbank subsidiaries and other affiliates
included cash dividends of $6.14 billion for 2022, $15.14
billion for 2021 and $11.32 billion for 2020.

• Other revenues included $(3.34) billion for 2022, $(1.01)

billion for 2021 and $2.62 billion for 2020.

• Interest income included $7.47 billion for 2022, $3.39

billion for 2021 and $3.68 billion for 2020.

• Interest expense included $3.80 billion for 2022, $1.24

billion for 2021 and $1.73 billion for 2020.

• Other expenses included $116 million for 2022, $113

million for 2021 and $100 million for 2020.

Group Inc.’s other comprehensive income/(loss) was $(942)
million for 2022, $(634) million for 2021 and $50 million for
2020.

226 Goldman Sachs 2022 Form 10-K

$ in millions
Assets
Cash and cash equivalents:
With third-party banks
With subsidiary bank

Loans to and receivables from subsidiaries:

Bank
Nonbank ($4,825 and $7,638 at fair value)
Investments in subsidiaries and other affiliates:

Bank
Nonbank

Trading assets (at fair value)
Investments ($23,894 and $22,525 at fair value)
Other assets
Total assets

As of December

2022

2021

35 $
46

47
2

3,545
259,402

1,024
273,416

49,533
85,058
5,431
69,483
6,576

43,021
75,883
4,663
26,078
6,098
$479,109 $ 430,232

Liabilities and shareholders’ equity
Repurchase agreements with subsidiaries (at fair value) $ 66,839 $
Secured borrowings with subsidiaries
Payables to subsidiaries
Trading liabilities (at fair value)
Unsecured short-term borrowings:

16,749
510
2,544

–
50,805
1,357
1,116

With third parties ($5,002 and $1,215 at fair value)
With subsidiaries

23,823
4,328

11,127
3,687

Unsecured long-term borrowings:

With third parties ($22,422 and $17,690 at fair value)
With subsidiaries

Other liabilities
Total liabilities

Commitments, contingencies and guarantees

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

185,972
57,565
3,590
361,920

208,796
40,405
3,013
320,306

10,703
9
5,696
59,050
139,372
(3,010)
(94,631)
117,189

10,703
9
4,211
56,396
131,811
(2,068)
(91,136)
109,926
$479,109 $ 430,232

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.

Trading assets included derivative contracts with subsidiaries
of $2.17 billion as of December 2022 and $1.38 billion as of
December 2021.

liabilities

contracts with
Trading
subsidiaries of $2.54 billion as of December 2022 and $1.12
billion as of December 2021.

included derivative

Supplemental Disclosures:
Cash payments for interest, net of capitalized interest, were
$8.54 billion for 2022, $4.72 billion for 2021 and $5.92 billion
for 2020, and included $3.55 billion for 2022, $1.33 billion for
2021 and $1.90 billion for 2020 of payments to subsidiaries.

Cash payments/(refunds) for income taxes, net, were $2.59
billion for 2022, $3.74 billion for 2021 and $1.37 billion for
2020.

Non-cash activities during the year ended December 2022:

• Group Inc. issued $1.75 billion of equity in connection with
the acquisition of GreenSky. Upon closing of
the
transaction, GreenSky became a wholly-owned subsidiary
of GS Bank USA.

Non-cash activities during the year ended December 2021:

• Group Inc. exchanged $948 million of loans for additional

equity investment in its wholly-owned subsidiaries.

Non-cash activities during the year ended December 2020:

• Group Inc. exchanged $11.2 million of Trust Preferred
securities and common beneficial interests for $12.5 million
of certain of Group Inc.’s junior subordinated debt.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

As of December 2022, unsecured long-term borrowings with
subsidiaries by maturity date are $56.10 billion in 2024, $534
million in 2025, $62 million in 2026, $103 million in 2027 and
$770 million in 2028-thereafter.

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
Gain on extinguishment of
unsecured borrowings

Changes in operating assets and liabilities:
Collateralized transactions (excluding

secured borrowings, net)

Trading assets
Trading liabilities
Other, net

Net cash provided by operating activities
Cash flows from investing activities
Purchase of property, leasehold
improvements and equipment

Repayments/(issuances) of short-term loans

to subsidiaries, net

Issuance of term loans to subsidiaries
Repayments of term loans by subsidiaries
Purchase of investments
Sales/paydowns of investments
Capital contributions to subsidiaries, net
Net cash used for investing activities
Cash flows from financing activities
Secured borrowings with subsidiary, net
Unsecured short-term borrowings, net:

With third parties
With subsidiaries

Issuance of unsecured long-term borrowings
Repayment of unsecured long-term borrowings
Purchase of Trust Preferred securities
Preferred stock redemption
Common stock repurchased
Settlement of share-based awards in

Year Ended December

2022

2021

2020

$ 11,261 $ 21,635 $ 9,459

(9,183)
9
(1,523)
378

9,367
9
(241)
335

(1,636)
6
(160)
127

–

(1)

66,839
(23,451)
1,428
5,933
51,691

–
(10,273)
796
(5,213)
16,415

332
3,484
(97)
(1,492)
10,022

(64)

(13)

(26)

2,210
(1,859)
2,311
(47,247)
3,162
(5,665)
(47,152)

(9,951)
(37,260)
10,059
(16,964)
10,896
(23,978)
(67,211)

7,021
(32,472)
29,568
(3,767)
4,135
(5,617)
(1,158)

(36,389)

12,346

(6,360)

13
27,803
78,803
(65,960)
–
–
(3,500)

(683)
7,007
73,164
(31,588)
–
(2,675)
(5,200)

(1,372)
12,603
24,789
(33,432)
(11)
(350)
(1,928)

satisfaction of withholding tax requirements

(1,595)

(985)

(830)

Dividends and dividend equivalents paid on

stock and share-based awards

Issuance of preferred stock, net of costs
Other financing, net
Net cash provided by/(used for) financing

(3,682)
–
–

(2,725)
2,172
(14)

(2,336)
349
–

activities

(4,507)

50,819

(8,878)

Net increase/(decrease) in cash and cash

equivalents

Cash and cash equivalents, beginning balance
Cash and cash equivalents, ending balance

32
49
81 $

23
26
49 $

(14)
40
26

Goldman Sachs 2022 Form 10-K

227

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Supplemental Financial Information

Common Stock Performance

Statistical Disclosures

The graph and table below compare the performance of an
investment in the firm’s common stock from December 31,
2017 (the last trading day before the firm’s 2018 fiscal year)
through December 31, 2022, with the S&P 500 Index (S&P
500) and the S&P 500 Financials Index (S&P 500 Financials).

2017

2022
$100.00 $ 66.48 $ 93.38 $109.70 $161.91 $149.18
Group Inc.
S&P 500
$100.00 $ 95.61 $125.70 $148.81 $191.49 $156.78
S&P 500 Financials $100.00 $ 86.96 $114.87 $112.84 $152.19 $136.11

2018

2019

2021

As of December
2020

The graph and table above assume $100 was invested on
December 31, 2017 in each of the firm’s common stock, the
S&P 500 and the S&P 500 Financials, and the dividends were
reinvested without payment of any commissions. The
performance shown represents past performance and should
not be considered an indication of future performance.

Distribution of Assets, Liabilities and Shareholders’
Equity
The
balances, interest and average interest rates.

information about average

tables below present

$ in millions
Assets
U.S.
Non-U.S.
Deposits with banks
U.S.
Non-U.S.
Collateralized agreements
U.S.
Non-U.S.
Trading assets
U.S.
Non-U.S.
Investments
U.S.
Non-U.S.
Loans
U.S.
Non-U.S.
Other interest-earning assets
Interest-earning assets
Cash and due from banks
Other non-interest-earning assets
Assets

Liabilities
U.S.
Non-U.S.
Interest-bearing deposits
U.S.
Non-U.S.
Collateralized financings
U.S.
Non-U.S.
Trading liabilities
U.S.
Non-U.S.
Short-term borrowings
U.S.
Non-U.S.
Long-term borrowings
U.S.
Non-U.S.
Other interest-bearing liabilities
Interest-bearing liabilities
Non-interest-bearing deposits
Other non-interest-bearing liabilities
Liabilities
Shareholders’ equity
Preferred stock
Common stock
Shareholders’ equity
Liabilities and shareholders’ equity

Average Balance for the
Year Ended December

2022

2021

2020

151,152
107,843
258,995
241,968
169,621
411,589
165,331
123,332
288,663
97,221
14,696
111,917
144,781
22,067
166,848
95,513
64,301
159,814
1,397,826
7,715
137,418

55,662
71,312
126,974
138,447
114,974
253,421
204,118
118,642
322,760
56,167
17,156
73,323
94,115
18,867
112,982
57,149
45,672
102,821
992,281
10,303
116,750
$ 1,542,959 $ 1,370,829 $ 1,119,334

$ 103,182 $
95,735
198,917
202,841
148,604
351,445
173,498
136,075
309,573
69,893
18,573
88,466
108,032
21,455
129,487
98,086
55,530
153,616
1,231,504
10,804
128,521

302,678 $
74,662
377,340
107,008
83,783
190,791
80,950
83,657
164,607
34,322
28,675
62,997
221,598
37,656
259,254
166,200
98,130
264,330
1,319,319
4,811
102,839
1,426,969

231,967 $
72,899
304,866
110,099
72,691
182,790
67,734
75,763
143,497
31,866
34,326
66,192
216,864
29,764
246,628
139,278
85,913
225,191
1,169,164
5,920
94,040
1,269,124

188,767
51,997
240,764
77,727
35,284
113,011
42,213
55,119
97,332
34,449
22,113
56,562
199,196
30,941
230,137
127,489
66,403
193,892
931,698
6,672
89,185
1,027,555

10,703
105,287
115,990

11,203
80,576
91,779
$ 1,542,959 $ 1,370,829 $ 1,119,334

9,876
91,829
101,705

Percentage attributable to non-U.S. operations

Interest-earning assets
Interest-bearing liabilities

35.90%
30.82%

38.65%
31.76%

38.96%
28.11%

228 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Supplemental Financial Information

Liabilities

U.S.
Non-U.S.
Interest-bearing deposits
U.S.
Non-U.S.
Collateralized financings
U.S.
Non-U.S.
Trading liabilities
U.S.
Non-U.S.
Short-term borrowings
U.S.
Non-U.S.
Long-term borrowings
U.S.
Non-U.S.
Other interest-bearing liabilities
Interest-bearing liabilities

Net interest income

U.S.
Non-U.S.
Net interest income

Interest for the
Year Ended December

2022

2021

2020

Average Rate for the
Year Ended December

2022

2021

2020

2,793 $
440
3,233
3,463
1,005
4,468
3,362
1,725
5,087
1,656
543
2,199
7,967
1,092
9,059
3,236
1,742
4,978

219
26
245
371
(89)
282
3,649
1,561
5,210
1,081
546
1,627
4,061
822
4,883
1,099
343
1,442
$ 29,024 $ 12,120 $ 13,689

143 $
(167)
(24)
(383)
(597)
(980)
2,943
1,773
4,716
991
598
1,589
4,423
896
5,319
1,201
299
1,500

4,959 $
864
5,823
2,027
781
2,808
872
1,051
1,923
408
133
541
5,570
146
5,716
2,356
2,179
4,535
$ 21,346 $

1,098 $ 1,967
419
205
2,386
1,303
554
146
45
(146)
599
–
477
661
761
1,001
1,238
1,662
492
476
50
51
542
527
4,034
3,139
119
92
4,153
3,231
(148)
(897)
168
(176)
(1,073)
20
5,650 $ 8,938

6,285 $
1,393
7,678 $

4,695 $ 3,104
1,647
1,775
6,470 $ 4,751

Assets
U.S.
Non-U.S.
Deposits with banks
U.S.
Non-U.S.
Collateralized agreements
U.S.
Non-U.S.
Trading assets
U.S.
Non-U.S.
Investments
U.S.
Non-U.S.
Loans
U.S.
Non-U.S.
Other interest-earning assets
Interest-earning assets

Liabilities

Interest rate spread

U.S.
Non-U.S.
Net yield on interest-earning assets

1.85 %
0.41 %
1.25 %
1.43 %
0.59 %
1.09 %
2.03 %
1.40 %
1.76 %
1.70 %
3.69 %
1.96 %
5.50 %
4.95 %
5.43 %
3.39 %
2.71 %
3.11 %
2.08 %

1.64 %
1.16 %
1.54 %
1.89 %
0.93 %
1.47 %
1.08 %
1.26 %
1.17 %
1.19 %
0.46 %
0.86 %
2.51 %
0.39 %
2.20 %
1.42 %
2.22 %
1.72 %
1.62 %

0.46 %

0.70 %
0.28 %
0.55 %

0.39 %
0.14 %
0.04 %
(0.17)%
0.19 %
(0.01)%
(0.19)%
0.27 %
(0.40)% (0.08)%
0.11 %
(0.28)%
1.79 %
1.70 %
1.32 %
1.30 %
1.61 %
1.52 %
1.92 %
1.42 %
3.18 %
3.22 %
2.22 %
1.80 %
4.31 %
4.09 %
4.36 %
4.18 %
4.32 %
4.11 %
1.92 %
1.22 %
0.75 %
0.54 %
1.40 %
0.98 %
1.38 %
0.98 %

1.04 %
0.47 %
0.81 %
0.28 %
0.99 %
0.43 %
0.71 %
0.13 %
0.13 %
(0.20)%
0.53 %
0.00 %
1.13 %
0.98 %
1.38 %
1.32 %
1.27 %
1.16 %
1.43 %
1.49 %
0.23 %
0.15 %
0.96 %
0.80 %
2.03 %
1.45 %
0.38 %
0.31 %
1.80 %
1.31 %
(0.64)% (0.12)%
0.25 %
(0.20)%
0.01 %
(0.48)%
0.96 %
0.48 %

0.50 %

0.62 %
0.37 %
0.53 %

0.42 %

0.51 %
0.43 %
0.48 %

In the tables above:
• Assets, liabilities and interest are classified as U.S. and non-
U.S. based on the location of the legal entity in which the
assets and liabilities are held.

• Derivative instruments and commodities are included in
other non-interest-earning assets and other non-interest-
bearing liabilities.

• Average collateralized agreements included $216.73 billion
of resale agreements and $194.86 billion of securities
borrowed for 2022, $167.95 billion of resale agreements
and $183.50 billion of securities borrowed for 2021 and
$119.16 billion of resale agreements and $134.26 billion of
securities borrowed for 2020.

• Other interest-earning assets primarily consists of certain

receivables from customers and counterparties.

Goldman Sachs 2022 Form 10-K

229

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Supplemental Financial Information

• Collateralized financings

included $150.23 billion of
repurchase agreements and $40.56 billion of securities
loaned for 2022, $145.68 billion of repurchase agreements
and $37.11 billion of securities loaned for 2021, and
$96.60 billion of repurchase agreements and $16.41 billion
of securities loaned for 2020.

• Substantially all of the other interest-bearing liabilities
and

customers

payables

certain

consists
counterparties.

• Interest rates for borrowings include the effects of interest

rate swaps accounted for as hedges.

• Loans exclude loans held for sale that are accounted for at
the lower of cost or fair value. Such loans are included
within other interest-earning assets.

• Short- and long-term borrowings include both secured and

unsecured borrowings.

Changes in Net Interest Income, Volume and Rate
Analysis
The tables below present 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.

$ in millions
Interest-earning assets
U.S.
Non-U.S.
p
Deposits with banks
U.S.
Non-U.S.
Collateralized agreements
U.S.
Non-U.S.
g
Trading assets
U.S.
Non-U.S.
Investments
U.S.
Non-U.S.
Loans
U.S.
Non-U.S.
Other interest-earning assets
Change in interest income
Interest-bearing liabilities
U.S.
Non-U.S.
Interest-bearing deposits
U.S.
Non-U.S.
Collateralized financings
U.S.
Non-U.S.
Trading liabilities
g
U.S.
Non-U.S.
Short-term borrowings
U.S.
Non-U.S.
Long-term borrowings
g
U.S.
Non-U.S.
Other interest-bearing liabilities
Change in interest expense
Change in net interest income

g
p

g
g

Year Ended December 2022
versus December 2021

Increase (decrease)
due to change in:
Volume

Rate

Net Change

886 $
49
935
560
125
685
(166)
(178)
(344)
465
(143)
322
2,022
30
2,052
(87)
238
151
3,801

1,159
20
1,179
(59)
103
44
142
99
241
29
(26)
3
119
31
150
382
271
653
2,270
1,531 $

1,764 $
558
2,322
3,286
1,477
4,763
585
130
715
200
88
288
1,522
166
1,688
2,122
1,205
3,327
13,103

2,702
639
3,341
1,940
824
2,764
69
(49)
20
(97)
108
11
2,312
23
2,335
2,871
2,084
4,955
13,426

(323) $

2,650
607
3,257
3,846
1,602
5,448
419
(48)
371
665
(55)
610
3,544
196
3,740
2,035
1,443
3,478
16,904

3,861
659
4,520
1,881
927
2,808
211
50
261
(68)
82
14
2,431
54
2,485
3,253
2,355
5,608
15,696
1,208

230 Goldman Sachs 2022 Form 10-K

$ in millions
Interest-earning assets
U.S.
Non-U.S.
p
Deposits with banks
U.S.
Non-U.S.
Collateralized agreements
U.S.
Non-U.S.
g
Trading assets
U.S.
Non-U.S.
Investments
U.S.
Non-U.S.
Loans
U.S.
Non-U.S.
Other interest-earning assets
Change in interest income
Interest-bearing liabilities
U.S.
Non-U.S.
Interest-bearing deposits
U.S.
Non-U.S.
g
Collateralized financings
U.S.
Non-U.S.
Trading liabilities
U.S.
Non-U.S.
g
Short-term borrowings
U.S.
Non-U.S.
g
Long-term borrowings
g
U.S.
Non-U.S.
Other interest-bearing liabilities
Change in interest expense
Change in net interest income

g
p

g
g

Year Ended December 2021
versus December 2020

Increase (decrease)
due to change in:
Volume

Rate

Net Change

66 $
(43)
23
(122)
(135)
(257)
(519)
227
(292)
195
46
241
570
108
678
501
53
554
947

204
59
263
43
(75)
(32)
249
273
522
(39)
18
(21)
256
(4)
252
(76)
(40)
(116)
868

79 $

(142) $
(150)
(292)
(632)
(373)
(1,005)
(187)
(15)
(202)
(285)
6
(279)
(208)
(34)
(242)
(399)
(97)
(496)
(2,516)

(1,073)
(273)
(1,346)
(451)
(116)
(567)
(65)
(33)
(98)
23
(17)
6
(1,151)
(23)
(1,174)
(673)
(304)
(977)
(4,156)
1,640 $

(76)
(193)
(269)
(754)
(508)
(1,262)
(706)
212
(494)
(90)
52
(38)
362
74
436
102
(44)
58
(1,569)

(869)
(214)
(1,083)
(408)
(191)
(599)
184
240
424
(16)
1
(15)
(895)
(27)
(922)
(749)
(344)
(1,093)
(3,288)
1,719

Deposits
The table below presents information about 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

2022

2021

$ 231,693 $ 174,745
57,222
231,967

70,985
302,678

45,066
29,596
74,662

43,709
29,190
72,899
$ 377,340 $ 304,866

1.69%
1.48%
1.64%

1.20%
1.09%
1.16%
1.54%

0.34%
0.89%
0.47%

0.33%
0.21%
0.28%
0.43%

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Supplemental Financial Information

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.

The table below presents the gross loans by tenor and for
loans with tenors greater than one year, the distributions of
such loans between fixed and floating interest rates.

The amount of deposits in U.S. offices held by non-U.S.
depositors was $6.39 billion as of December 2022 and
$7.56 billion as of December 2021.

The amount of uninsured deposits in U.S. offices was $128.72
billion as of December 2022 and $127.05 billion as of
December 2021. The amount of uninsured deposits in non-
U.S. offices was $41.33 billion as of December 2022 and
$49.08 billion as of December 2021.

The table below presents uninsured time deposits by
maturity.

$ in millions
Corporate
Commercial real estate
Residential real estate
Securities-based
Other collateralized
Consumer:

Installment
Credit cards

Other
Total

As of December 2022
More than one year
Fixed-rate Floating-rate

1 year
or less
3,078 $
4,736
3,934
16,666
20,522

533 $
607
11,290
–
880

Total
36,524 $ 40,135
28,879
23,536
23,035
7,811
16,671
5
51,702
30,300

129
15,820
1,038

6,197
–
455

$ 65,923 $ 19,962 $

–
–
768

6,326
15,820
2,261
98,944 $184,829

$ in millions
3 months or less
3 to 6 months
6 to 12 months
Greater than 12 months
Total

In the table above:

As of December 2022

U.S.
5,064 $
2,376
3,122
584
11,146 $

Non-U.S.
11,093
5,158
1,191
1,335
18,777

• All U.S. time deposits were in accounts eligible for FDIC
insurance and non-U.S. time deposits include deposits in
accounts eligible for insurance in their local jurisdictions,
as well as deposits in uninsured accounts.

• The insurance limit is allocated between time and other
deposits on a pro-rata basis for account holders who have
both time and other deposits that, in aggregate, exceed the
insurance limit.

Loan Portfolio
The table below presents information about loans.

$ in millions
Corporate
Commercial real estate
Residential real estate
Securities-based
Other collateralized
Consumer:

Installment
Credit cards

Other
Total

As of December

2022

2021

$ 40,135
28,879
23,035
16,671
51,702

6,326
15,820
2,261
$ 184,829

22 % $ 37,643
29,000
16 %
24,674
12 %
16,652
9 %
38,263
28 %

3 %
9 %
1 %

3,672
8,212
4,019
100 % $ 162,135

23 %
18 %
15 %
10 %
24 %

2 %
5 %
3 %
100 %

Maturities and Interest Rates. The table below presents
gross loans by tenor.

As of December 2022

More than More than

$ in millions
Corporate
Commercial real estate
Residential real estate
Securities-based
Other collateralized
Consumer:

Installment
Credit cards

Other
Total

1 year
or less

1 year to 5 years to More than
15 years
15 years

5 years

$ 3,078 $ 30,605 $

4,736
3,934
16,666
20,522

22,578
8,588
5
29,692

6,451 $
1,561
80
–
1,251

Total
1 $ 40,135
28,879
4
23,035
10,433
16,671
–
51,702
237

129
15,820
1,038

6,326
15,820
2,261
$65,923 $ 96,517 $ 11,491 $ 10,898 $184,829

1,793
–
355

4,269
–
780

135
–
88

Allowance for Loan Losses
The table below presents information about the allowance
for loan losses.

$ in millions
Corporate
Commercial real estate
Residential real estate
Securities-based
Other collateralized
Other
Wholesale
Installment
Credit cards
Consumer
Total

As of December

2022
1,535 $
572
122
–
264
69
2,562
831
2,150
2,981
5,543 $

2021
1,288
482
141
–
153
71
2,135
490
948
1,438
3,573

The table below presents information about the net charge-
off ratio for loans accounted for at amortized cost.

$ in millions

Charge-offs

balance

off ratio

Net

Average Net charge-

Year Ended December 2022
Wholesale

Installment

Credit cards
Consumer
Total

Year Ended December 2021
Wholesale
Installment
Credit cards
Consumer
Total

253 $ 144,129

4,711

427
11,984
473
16,695
726 $ 160,824

130 $ 111,088
3,497
68
5,495
135
8,992
203
333 $ 120,080

0.2%

1.0%

3.6%
2.8%
0.5%

0.1%
1.9%
2.5%
2.3%
0.3%

In the table above, the net charge-off ratio is calculated by
dividing the net charge-offs by average gross loans accounted
for at amortized cost. Net charge-offs for wholesale loans
were primarily related to corporate loans for both 2022 and
2021.

Goldman Sachs 2022 Form 10-K

231

PART III

Item 10. Directors, Executive Officers
and Corporate Governance

Information about our executive officers is included on page
24 of this Form 10-K. Information about 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 2023 Annual
Meeting of Shareholders, which will be filed within 120 days
of the end of 2022 (2023 Proxy Statement) and is incorporated
in this Form 10-K by reference. Information about 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 2023 Proxy Statement and is incorporated in
this Form 10-K by reference.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

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

As of the end of the period covered by this report, an
evaluation was carried out by our management, with the
participation of our Chief Executive Officer and Chief
Financial Officer, of
the effectiveness of our disclosure
controls and procedures (as defined in Rule 13a-15(e) under
the Exchange Act). Based on that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that
these disclosure controls and procedures were effective as of
the end of the period covered by this report. In addition, no
change in our internal control over financial reporting (as
defined in Rule 13a-15(f) under the Exchange Act) occurred
during the fourth quarter of our year ended December 31,
2022 that has materially affected, or is reasonably likely to
financial
internal
materially affect, our
reporting.

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.

Item 9C. Disclosure Regarding Foreign
Jurisdictions that Prevent Inspections

Not applicable.

232 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

Item 12. Security Ownership of Certain
Beneficial Owners and Management
and Related Stockholder Matters

Item 13. Certain Relationships and
Related Transactions, and Director
Independence

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 2023 Proxy Statement and is incorporated in this Form
10-K by reference.

The table below presents information as of December 31,
2022 regarding securities to be issued pursuant to outstanding
remaining
restricted stock units
available for issuance under our equity compensation plans
that were in effect during 2022.

(RSUs) and securities

Securities
to be Issued
Upon
Exercise of
Outstanding
Options and
Rights (a)

23,282,691
–
23,282,691

Weighted
Average
Exercise
Price of
Outstanding
Options (b)

Securities
Available
For Future
Issuance
Under Equity
Compensation
Plans (c)

N/A
–

60,775,322
–
60,775,322

Plan Category

Equity compensation plans:

Approved by security holders
Not approved by security holders

Total

In the table above:

• Securities to be Issued Upon Exercise of Outstanding
Options and Rights includes 20,288,851 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. As of December 31, 2022, there were no
outstanding options.

• Shares underlying RSUs are deliverable without

the
payment of any consideration, and therefore these awards
in calculating the
have not been taken into account
weighted average exercise price.

• 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, our SIP adopted in 2018, our SIP adopted in
2015 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
for certain changes in
to adjustment
corporate structure as permitted under our current SIP.

Information regarding certain relationships and related
transactions and director independence will be in the 2023
Proxy Statement and is incorporated in this Form 10-K by
reference.

Item 14. Principal Accountant Fees and
Services

Information regarding principal accountant fees and services
will be in the 2023 Proxy Statement and is incorporated in
this Form 10-K by reference.

PART IV

Item 15. Exhibit and 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

Plan of Incorporation (incorporated by reference to
Exhibit 2.1 to the Registrant’s Registration
Statement on Form S-1 (No. 333-74449)).

Incorporation of The
Restated Certificate of
Goldman Sachs Group,
Inc., amended as of
November 10, 2021 (incorporated by reference to
Exhibit 3.1 to the Registrant's Current Report on
Form 8-K, filed on November 10, 2021).

Amended and Restated By-Laws of The Goldman
Sachs Group, Inc., amended as of October 28, 2021
(incorporated by reference to Exhibit 3.1 to the
Registrant’s Quarterly Report on Form 10-Q for
the quarter ended September 30, 2021).

Description of The Goldman Sachs Group, Inc.’s
Securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934.

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
the Registrant’s Registration
Statement on Form 8-A, filed on June 29, 1999).

Goldman Sachs 2022 Form 10-K

233

4.10

4.11

4.12

4.13

4.14

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

4.3

Subordinated Debt Indenture, dated as of February
20, 2004, between The Goldman Sachs Group, Inc.
and The Bank of New York, as trustee (incorporated
by reference to Exhibit 4.2 to the Registrant’s Annual
Report on Form 10-K for the fiscal year ended
November 28, 2003).

4.4 Warrant Indenture, dated as 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).

4.5

4.6

4.7

4.8

4.9

Senior Debt Indenture, dated as of December 4, 2007,
among GS Finance Corp., as issuer, The Goldman
Sachs Group, Inc., as guarantor, and The Bank of
New York, as trustee (incorporated by reference to
Exhibit
to the Registrant’s Post-Effective
Amendment No. 10 to Form S-3, filed on December 4,
2007).

4.69

Senior Debt Indenture, dated as of 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. 11 to Form S-3 (No.
333-130074), filed on July 17, 2008).

Fourth Supplemental Indenture, dated as of 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).

Senior Debt Indenture, dated as of October 10, 2008,
among GS Finance Corp., as issuer, The Goldman
Sachs Group, Inc., as guarantor, and The Bank of
trustee (incorporated by
New York Mellon, as
reference
to the Registrant’s
4.70
Registration Statement on Form S-3 (No. 333-154173),
filed on October 10, 2008).

to Exhibit

First Supplemental Indenture, dated as of February 20,
2015, among GS Finance Corp., as issuer, The
Goldman Sachs Group, Inc., as guarantor, and The
Bank of New York Mellon, as trustee, with respect to
the Senior Debt 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).

234 Goldman Sachs 2022 Form 10-K

Fourth Supplemental Indenture, dated as of August
21, 2018, among GS Finance Corp., as issuer, The
Goldman Sachs Group, Inc., as guarantor, and The
Bank of New York Mellon, as trustee, with respect
to the Senior Debt Indenture, dated as of October
10, 2008 (incorporated by reference to Exhibit 4.1
to the Registrant’s Quarterly Report on Form 10-Q
for the period ended September 30, 2018).

Ninth Supplemental Subordinated Debt Indenture,
dated as of May 20, 2015, between The Goldman
Sachs Group, Inc. and The Bank of New York
the
Mellon,
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).

trustee, with

respect

Tenth Supplemental Subordinated Debt Indenture,
dated as of July 7, 2017, between The Goldman
Sachs Group, Inc. and The Bank of New York
the
Mellon,
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).

trustee, with

respect

Seventh Supplemental Indenture, dated as of July
1, 2020, among GS Finance Corp., as issuer, The
Goldman Sachs Group, Inc., as guarantor, and The
Bank of New York Mellon, as trustee, with respect
to the Senior Debt Indenture, dated as of October
10, 2008 (incorporated by reference to Exhibit 4.69
to the Registrant's Registration Statement on Form
S-3 (No. 333-239610), filed on July 1, 2020).

Eighth Supplemental
Indenture, dated as of
October 14, 2020, among GS Finance Corp., as
Inc., as
issuer, The Goldman Sachs Group,
guarantor, and The Bank of New York Mellon, as
trustee, with respect to the Senior Debt Indenture,
dated as of October 10, 2008 (incorporated by
reference to Exhibit 4.1 to the Registrant’s Current
Report on Form 8-K, filed on October 14, 2020).

Certain instruments defining the rights of holders
of long-term debt securities of the Registrant and
to Item
its subsidiaries are omitted pursuant
601(b)(4)(iii) of Regulation S-K. The Registrant
hereby undertakes to furnish to the SEC, upon
request, copies of any such instruments.

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

10.1 The Goldman Sachs Amended and Restated Stock
Incentive Plan (2021) (incorporated by reference to
Annex C to the Registrant’s Definitive Proxy
Statement on Schedule 14A, filed on March 19, 2021).
†

10.12

Form of Non-Employee Director RSU Award
Agreement (pre-2015) (incorporated by reference
to Exhibit 10.21 to the Registrant’s Annual Report
on Form 10-K for the fiscal year ended December
31, 2014). †

10.2 The Goldman Sachs Partner Compensation Plan
(incorporated by reference to Exhibit 10.18 to the
Registrant’s Registration Statement on Form S-1 (No.
333-74449)). †

10.3 The Goldman

and Restated
Sachs Amended
Restricted Partner Compensation 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). †

10.4

10.5

Form of Employment Agreement for Participating
Managing Directors (incorporated by reference to
Exhibit
to the Registrant’s Registration
Statement on Form S-1 (No. 333-75213)). †

10.19

Form of Agreement Relating to Noncompetition and
(incorporated by reference
Other Covenants
to
Exhibit
to the Registrant’s Registration
Statement on Form S-1 (No. 333-75213)). †

10.20

10.6 Amended and Restated Shareholders’ Agreement,
effective as of December 31, 2019, 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, 2019).

10.7

10.8

10.9

Indemnification (incorporated by
Instrument of
to Exhibit 10.27 to the Registrant’s
reference
Registration Statement on Form S-1 (No. 333-75213)).

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 Form of Amendment, dated November 27, 2004, to
Agreement Relating to Noncompetition and Other
Covenants, dated May 7, 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). †

10.13 Ground Lease, dated August 23, 2005, between
Battery Park City Authority d/b/a/ Hugh L. Carey
Battery Park City Authority, 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).

10.14 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).

Insurance Company

10.15 Goldman Sachs & Co. LLC Executive Life
Insurance Policy and Certificate with 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). †

for

10.16

10.17

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 on Policy Owner’s Rights (incorporated
by reference to Exhibit 10.2 to the Registrant’s
Quarterly Report on Form 10-Q for the period
ended August 25, 2006). †

Form of Second Amendment, dated November 25,
2006, to Agreement Relating to Noncompetition
and Other Covenants, dated May 7, 1999, as
amended
2004
(incorporated by reference to Exhibit 10.51 to the
Registrant’s Annual Report on Form 10-K for the
fiscal year ended November 24, 2006). †

November

effective

27,

10.18 Description of PMD Retiree Medical Program
(incorporated by reference to Exhibit 10.20 to the
Registrant’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2021). †

10.19

Inc.

Letter, dated June 28, 2008, from The Goldman
to Mr. Lakshmi N. Mittal
Sachs Group,
(incorporated by reference to Exhibit 99.1 to the
Registrant’s Current Report on Form 8-K, filed on
June 30, 2008). †

Goldman Sachs 2022 Form 10-K

235

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

10.20 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).

10.21

Form of One-Time RSU Award Agreement
(incorporated by reference to Exhibit
(pre-2015)
10.32 to the Registrant’s Annual Report on Form 10-
K for the fiscal year ended December 31, 2014). †

10.22 Amendments to Certain Non-Employee Director
by
Equity Award Agreements
reference to Exhibit 10.69 to the Registrant’s Annual
Report on Form 10-K for the fiscal year ended
November 28, 2008). †

(incorporated

(pre-2015)

Form of Year-End RSU Award Agreement (not fully
vested)
(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)

Form of Year-End RSU Award Agreement (fully
vested)
(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). †

Supplemental)

Form of Year-End RSU Award Agreement (Base and/
by
(pre-2015)
or
reference to Exhibit 10.38 to the Registrant’s Annual
Report on Form 10-K for the fiscal year ended
December 31, 2014). †

(incorporated

10.30 The Goldman Sachs Long-Term Performance
Incentive
2010
(incorporated by reference to Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K, filed on
December 23, 2010). †

dated December

Plan,

17,

10.31

10.32

10.33

Form of Performance-Based Restricted Stock Unit
Award Agreement
(incorporated by
(pre-2015)
reference to Exhibit 10.2 to the Registrant’s
Current Report on Form 8-K, filed on December
23, 2010). †

Form of
Performance-Based Option Award
Agreement (incorporated by reference to Exhibit
10.3 to the Registrant’s Current Report on Form 8-
K, filed on December 23, 2010). †

Form of Performance-Based Cash Compensation
Award Agreement
(incorporated by
(pre-2015)
reference to Exhibit 10.4 to the Registrant’s
Current Report on Form 8-K, filed on December
23, 2010). †

10.34 Amended

and Restated General Guarantee
Agreement, dated November 21, 2011, made by
The Goldman Sachs Group, Inc. relating to certain
Sachs Bank USA
obligations
(incorporated by reference to Exhibit 4.1 to the
Registrant’s Current Report on Form 8-K, filed on
November 21, 2011).

of Goldman

10.35

Sharing Agreement
Form of Aircraft Time
(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). †

Form of Year-End Restricted
Stock Award
Agreement (fully vested) (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). †

10.36 The Goldman Sachs Group, Inc. Clawback Policy,
effective as of January 1, 2015 (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).

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). †

Form of Fixed Allowance RSU Award Agreement
(pre-2015)
(incorporated by reference to Exhibit
10.43 to the Registrant’s Annual Report on Form 10-
K for the fiscal year ended December 31, 2014). †

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). †

10.37

10.38

10.39

10.40

10.41

10.42

Form of Non-Employee Director RSU Award
Agreement. †

Form of One-Time/Year-End RSU Award
Agreement. †

Form of Year-End RSU Award Agreement (not
fully vested). †

Form of Year-End RSU Award Agreement (fully
vested). †

Form of Year-End RSU Award Agreement (Base
(not fully vested) and/or Supplemental). †

Form of Year-End Short-Term RSU Award
Agreement. †

10.23

10.24

10.25

10.26

10.27

10.28

10.29

236 Goldman Sachs 2022 Form 10-K

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES

10.43

10.44

10.45

Stock Award
Form of Year-End Restricted
Agreement (incorporated by reference to Exhibit
10.46 to the Registrant's Annual Report on Form 10-
K for the fiscal year ended December 31, 2020). †

Form of Year-End Restricted
Stock Award
Agreement (fully vested) (incorporated by reference
to Exhibit 10.53 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31,
2017). †

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). †

10.46

Form of Fixed Allowance RSU Award Agreement. †

10.47

10.48

10.49

10.50

10.51

Form of Fixed Allowance Restricted Stock Award
Agreement. †

Form of Fixed Allowance Deferred Cash Award
Agreement (incorporated by reference to Exhibit
10.59 to the Registrant’s Annual Report on Form 10-
K for the fiscal year ended December 31, 2015). †

Form of Performance-Based Restricted Stock Unit
Award Agreement (fully vested). †

Form of Performance-Based Restricted Stock Unit
Award Agreement (not fully vested). †

Form of Performance-Based Cash Compensation
Award 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,
2015). †

10.52

Form of Signature Card for Equity Awards. †

10.53 Amended

and Restated General Guarantee
Agreement, dated September 28, 2018, made by The
Inc. relating to certain
Goldman Sachs Group,
obligations
Bank USA
(incorporated by reference to Exhibit 4.1 to the
Registrant’s Current Report on Form 8-K, filed on
September 28, 2018).

of Goldman

Sachs

10.54 Amended

and Restated General Guarantee
Agreement, dated September 28, 2018, made by
The Goldman Sachs Group, Inc. relating to certain
obligations of Goldman Sachs & Co. LLC
(incorporated by reference to Exhibit 99.1 to the
Registrant’s Current Report on Form 8-K, filed on
September 28, 2018).

10.55

21.1

22.1

23.1

31.1

32.1

101

Lease, dated August 17, 2018, between Farringdon
Street Partners Limited and Farringdon Street
(Nominee) Limited, as Landlord, and Goldman
Sachs International, as Tenant (incorporated by
reference to Exhibit 10.3 to the Registrant’s
Quarterly Report on Form 10-Q for the period
ended September 30, 2018).

List of significant subsidiaries of The Goldman
Sachs Group, Inc.

Issuers of guaranteed securities (incorporated by
reference to Exhibit 22.1 to the Registrant's Post-
Effective Amendment No. 1 to Form S-3, filed on
February 18, 2021).

Consent
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).

Pursuant to Rules 405 and 406 of Regulation S-T,
the following information is formatted in iXBRL
(Inline eXtensible Business Reporting Language):
(i) the Consolidated Statements of Earnings for the
years ended December 31, 2022, December 31,
2021 and December 31, 2020, (ii) the Consolidated
Statements of Comprehensive Income for the years
ended December 31, 2022, December 31, 2021 and
December 31, 2020, (iii) the Consolidated Balance
Sheets as of December 31, 2022 and December 31,
2021, (iv) the Consolidated Statements of Changes
in Shareholders’ Equity for
the years ended
December 31, 2022, December 31, 2021 and
December
the Consolidated
Statements of Cash Flows for the years ended
December 31, 2022, December 31, 2021 and
December 31, 2020,
to the
Consolidated Financial Statements and (vii) the
cover page.

the notes

2020,

(vi)

31,

(v)

104

Cover Page Interactive Data File (formatted in
iXBRL in Exhibit 101).

† This exhibit is a management contract or a compensatory plan or
arrangement.

Goldman Sachs 2022 Form 10-K

237

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.

/s/

By:
Name:
Title:
Date:

Lakshmi N. Mittal
Lakshmi N. Mittal
Director
February 23, 2023

By:
Name:
Title:
Date:

/s/ Adebayo O. Ogunlesi
Adebayo O. Ogunlesi
Director
February 23, 2023

/s/

By:
Name:
Title:
Date:

Peter Oppenheimer
Peter Oppenheimer
Director
February 23, 2023

Jan E. Tighe
Jan E. Tighe
Director
February 23, 2023

Jessica R. Uhl
Jessica R. Uhl
Director
February 23, 2023

By:
Name:
Title:
Date:

/s/ David A. Viniar
David A. Viniar
Director
February 23, 2023

By:
Name:
Title:
Date:

/s/ Mark O. Winkelman
Mark O. Winkelman
Director
February 23, 2023

By:
Name:
Title:

Date:

By:
Name:
Title:

Date:

/s/ Denis P. Coleman III
Denis P. Coleman III
Chief Financial Officer
(Principal Financial Officer)
February 23, 2023

/s/

Sheara J. Fredman
Sheara J. Fredman
Chief Accounting Officer
(Principal Accounting Officer)
February 23, 2023

THE GOLDMAN SACHS GROUP, INC.

By:
Name:
Title:
Date:

/s/ Denis P. Coleman III
Denis P. Coleman III
Chief Financial Officer
February 23, 2023

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:
Title:

Date:

/s/ David Solomon
David Solomon
Director, Chairman and Chief Executive
Officer (Principal Executive Officer)
February 23, 2023

By:
Name:
Title:
Date:

/s/ M. Michele Burns
M. Michele Burns
Director
February 23, 2023

By:
Name:
Title:
Date:

/s/ Drew G. Faust
Drew G. Faust
Director
February 23, 2023

By:
Name:
Title:
Date:

/s/ Mark A. Flaherty
Mark A. Flaherty
Director
February 23, 2023

By:
Name:
Title:
Date:

/s/ Kimberley D. Harris
Kimberley D. Harris
Director
February 23, 2023

By:
Name:
Title:
Date:

/s/ Kevin R. Johnson
Kevin R. Johnson
Director
February 23, 2023

/s/

By:
Name:
Title:
Date:

Ellen J. Kullman
Ellen J. Kullman
Director
February 23, 2023

238 Goldman Sachs 2022 Form 10-K

Shareholder Information

EXECUTIVE OFFICES

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@gs.com
or by calling 1-212-902-0300.

2022 ANNUAL REPORT ON FORM 10-K

Copies of the fi rm’s 2022 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@gs.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 43078
Providence, RI 02940-3078
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 BV-COC-080903.

4350-22-102

goldmansachs.com