Item 2.  Management's Discussion and
Analysis of Financial Condition and
Results of Operations



Introduction
The Goldman Sachs Group, Inc. (Group Inc. or parent company), a Delaware
corporation, together with its consolidated subsidiaries, is a leading global
financial institution that delivers a broad range of financial services across
investment banking, securities, investment management and consumer banking 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 report our activities in four business segments: Investment Banking,
Global Markets, Asset Management, and Consumer & Wealth Management. See "Results
of Operations" for further information about our business segments.
When we use the terms "we," "us" and "our," we mean Group Inc. and its
consolidated subsidiaries. When we use the term "our subsidiaries," we mean the
consolidated subsidiaries of Group Inc.
Group Inc. is a bank holding company (BHC) and a financial holding company
regulated by the Board of Governors of the Federal Reserve System (FRB).
This Management's Discussion and Analysis of Financial Condition and Results of
Operations should be read in conjunction with our Annual Report on
Form 10-K
for the year ended December 31, 2020. References to "the 2020
Form 10-K"
are to our Annual Report on
Form 10-K
for the year ended December 31, 2020. References to "this
Form 10-Q"
are to our Quarterly Report on
Form 10-Q
for the quarterly period ended September 30, 2021. All references to "the
consolidated financial statements" or "Statistical Disclosures" are to Part I,
Item 1 of this
Form 10-Q.
The consolidated financial statements are unaudited. All references to
September 2021, June 2021 and September 2020 refer to our periods ended, or the
dates, as the context requires, September 30, 2021, June 30, 2021 and
September 30, 2020, respectively. All references to December 2020 refer to the
date December 31, 2020. Any reference to a future year refers to a year ending
on December 31 of that year. Certain reclassifications have been made to
previously reported amounts to conform to the current presentation.
Executive Overview
Three Months Ended September 2021 versus September 2020.
We generated net earnings of $5.38 billion for the third quarter of 2021, an
increase of 60% compared with $3.37 billion for the third quarter of 2020.
Diluted earnings per common share (EPS) was $14.93 for the third quarter of
2021, an increase of 66% compared with $8.98 for the third quarter of 2020.
Annualized return on average common shareholders' equity (ROE) was 22.5% for the
third quarter of 2021, compared with 16.2% for the third quarter of 2020. Book
value per common share was $277.25 as of September 2021, 4.7% higher compared
with June 2021 and 17.4% higher compared with December 2020.
Net revenues were $13.61 billion for the third quarter of 2021, 26% higher than
the third quarter of 2020, due to significantly higher net revenues in
Investment Banking, primarily reflecting strong Financial advisory and
Underwriting net revenues, in Global Markets, reflecting significantly higher
net revenues in Equities, and in Consumer & Wealth Management, reflecting growth
in both Wealth management and Consumer banking net revenues. These increases
were partially offset by lower net revenues in Asset Management, primarily
driven by significantly lower net revenues in Equity investments.
Provision for credit losses was $175 million for the third quarter of 2021,
compared with $278 million for the third quarter of 2020. The third quarter of
2021 primarily reflected provisions related to portfolio growth (primarily in
credit cards), while the third quarter of 2020 reflected reserve increases from
individual impairments related to wholesale loans and growth in credit card
loans, partially offset by reserve reductions from paydowns on corporate lines
of credit and consumer installment loans.
Operating expenses were $6.59 billion for the third quarter of 2021, 6% higher
than the third quarter of 2020, due to higher technology expenses, professional
fees, transaction based expenses and market development expenses, partially
offset by significantly lower net provisions for litigation and regulatory
proceedings. Our efficiency ratio (total operating expenses divided by total net
revenues) for the third quarter of 2021 was 48.4%, compared with 57.5% for the
third quarter of 2020.

Goldman Sachs September 2021 Form 10-Q 98

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  Table of Contents
THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis

During the third quarter of 2021, we returned $1.70 billion of capital to common
shareholders, including $1.00 billion of common stock repurchases and
$700 million of common stock dividends. As of September 2021, our Common Equity
Tier 1 (CET1) capital ratio was 14.1% under the Standardized Capital Rules and
13.9% under the Advanced Capital Rules. See Note 20 to the consolidated
financial statements for further information about our capital ratios.
We announced two strategic acquisitions during the quarter, the pending
acquisition of NN Investment Partners in our Asset Management business and the
pending acquisition of GreenSky, Inc. (GreenSky) in our Consumer banking
business. These acquisitions accelerate our strategy to drive higher, more
durable returns, and both acquisitions are expected to close by the end of the
first quarter of 2022.
Nine Months Ended September 2021 versus September 2020.
We generated net earnings of $17.70 billion for the first nine months of 2021,
significantly higher compared with $4.95 billion for the first nine months of
2020. Diluted EPS was $48.59 for the first nine months of 2021, significantly
higher compared with $12.65 for the first nine months of 2020. Annualized ROE
was 25.7% for the first nine months of 2021, compared with 7.6% for the first
nine months of 2020.
In the first nine months of 2020, net provisions for litigation and regulatory
proceedings reduced diluted EPS by $9.46 and annualized ROE by 5.5 percentage
points.
Net revenues were $46.70 billion for the first nine months of 2021, 42% higher
than the first nine months of 2020, reflecting higher net revenues across all
segments. Net revenues were significantly higher in Asset Management, primarily
reflecting strong Equity investments and Lending and debt investments net
revenues, in Investment Banking, primarily reflecting strong Financial advisory
and Underwriting net revenues, and in Consumer & Wealth Management, reflecting
growth in both Wealth management and Consumer banking net revenues. Net revenues
were higher in Global Markets, reflecting strong net revenues in Equities,
partially offset by lower net revenues in Fixed Income, Currency and Commodities
(FICC) compared with a strong prior year period.
Provision for credit losses was $13 million for the first nine months of 2021,
compared with $2.81 billion for the first nine months of 2020. The first nine
months of 2021 included provisions related to portfolio growth (primarily in
credit cards, including provisions related to the pending acquisition of the
General Motors
co-branded
credit card portfolio), largely offset by reserve reductions on wholesale and
consumer loans reflecting continued improvement in the broader economic
environment following challenging conditions in the first nine months of 2020 as
a result of the coronavirus
(COVID-19)
pandemic.
Operating expenses were $24.67 billion for the first nine months of 2021, 7%
higher than the first nine months of 2020, reflecting significantly higher
compensation and benefits expenses (reflecting strong performance), partially
offset by lower
non-compensation
expenses. Within
non-compensation
expenses, net provisions for litigation and regulatory proceedings were
significantly lower, partially offset by higher transaction based expenses and
higher technology expenses. Our efficiency ratio for the first nine months of
2021 was 52.8%, compared with 70.3% for the first nine months of 2020. In the
first nine months of 2020, net provisions for litigation and regulatory
proceedings increased our efficiency ratio by 10.3 percentage points.
During the first nine months of 2021, we returned $6.29 billion of capital to
common shareholders, including $4.70 billion of common stock repurchases and
$1.59 billion of common stock dividends.
Business Environment
In the third quarter of 2021, the global economy continued its recovery amid
solid fundamentals in the current operating environment, but there was emerging
uncertainty around a number of factors. On the positive side, fiscal and
monetary policy remained accommodative and
COVID-19
vaccination rates continued to rise around the world. However, inflationary
pressures alongside supply chain complications and the lack of progress on U.S.
economic policy, including discussions on infrastructure investment, the federal
debt ceiling and tax increases, were concerns during the quarter. Within the
context of this environment, global equity markets remained stable and near
all-time
highs, long-term government bond yields were higher and market volatility was
generally range-bound.
Despite broad improvements in the overall economy since the initial impact of
the
COVID-19
pandemic, uncertainty remains on the pace of the recovery going forward,
reflecting concerns about virus resurgence from the Delta variant and other
virus mutations, vaccine distribution and vaccination rates, inflation, supply
chain complications, and geopolitical risks. See "Results of Operations -
Segment Assets and Operating Results - Segment Operating Results" for further
information about the operating environment for each of our business segments.

99 Goldman Sachs September 2021 Form 10-Q

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

Critical Accounting Policies
Fair Value
Fair Value Hierarchy.
Trading assets and liabilities, certain investments and loans, and certain other
financial assets and liabilities, are included in our consolidated balance
sheets at fair value (i.e.,
marked-to-market),
with related gains or losses generally recognized in our consolidated statements
of earnings. The use of fair value to measure financial instruments is
fundamental to our risk management practices and is our most critical accounting
policy.
The fair value of a financial instrument is the amount that would be received to
sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. We measure certain financial assets
and liabilities as a portfolio (i.e., based on its net exposure to market and/or
credit risks). In determining fair value, the hierarchy under U.S. generally
accepted accounting principles (U.S. GAAP) gives (i) the highest priority to
unadjusted quoted prices in active markets for identical, unrestricted assets or
liabilities (level 1 inputs), (ii) the next priority to inputs other than
level 1 inputs that are observable, either directly or indirectly (level 2
inputs), and (iii) the lowest priority to inputs that cannot be observed in
market activity (level 3 inputs). In evaluating the significance of a valuation
input, we consider, among other factors, a portfolio's net risk exposure to that
input. Assets and liabilities are classified in their entirety based on the
lowest level of input that is significant to their fair value measurement.
The fair values for substantially all of our financial assets and liabilities
are based on observable prices and inputs and are classified in levels 1 and 2
of the fair value hierarchy. Certain level 2 and level 3 financial assets and
liabilities may require appropriate valuation adjustments that a market
participant would require to arrive at fair value for factors, such as
counterparty and our credit quality, funding risk, transfer restrictions,
liquidity and bid/offer spreads.
Instruments classified in level 3 of the fair value hierarchy are those which
require one or more significant inputs that are not observable. Level 3
financial assets represented 1.6% as of September 2021, 1.8% as of June 2021 and
2.3% as of December 2020, of our total assets. See Notes 4 through 10 to the
consolidated financial statements for further information about level 3
financial assets, including changes in level 3 financial assets and related fair
value measurements. Absent evidence to the contrary, instruments classified in
level 3 of the fair value hierarchy are initially valued at transaction price,
which is considered to be the best initial estimate of fair value. Subsequent to
the transaction date, we use other methodologies to determine fair value, which
vary based on the type of instrument. Estimating the fair value of level 3
financial instruments requires judgments to be made. These judgments include:
•   Determining the appropriate valuation methodology and/or model for each type

of level 3 financial instrument;

• Determining model inputs based on an evaluation of all relevant empirical

market data, including prices evidenced by market transactions, interest

rates, credit spreads, volatilities and correlations; and

• Determining appropriate valuation adjustments, including those related to

illiquidity or counterparty credit quality.




Regardless of the methodology, valuation inputs and assumptions are only changed
when corroborated by substantive evidence.
Controls Over Valuation of Financial Instruments.
Market makers and investment professionals in our revenue-producing units are
responsible for pricing our financial instruments. Our control infrastructure is
independent of the revenue-producing units and is fundamental to ensuring that
all of our financial instruments are appropriately valued at market-clearing
levels. In the event that there is a difference of opinion in situations where
estimating the fair value of financial instruments requires judgment (e.g.,
calibration to market comparables or trade comparison, as described below), the
final valuation decision is made by senior managers in independent risk
oversight and control functions. This independent price verification is critical
to ensuring that our financial instruments are properly valued.
Price Verification.
All financial instruments at fair value classified in levels 1, 2 and 3 of the
fair value hierarchy are subject to our independent price verification process.
The objective of price verification is to have an informed and independent
opinion with regard to the valuation of financial instruments under review.
Instruments that have one or more significant inputs which cannot be
corroborated by external market data are classified in level 3 of the fair value
hierarchy. Price verification strategies utilized by our independent risk
oversight and control functions include:

• Trade Comparison.

Analysis of trade data (both internal and external, where available) is used

to determine the most relevant pricing inputs and valuations.

• External Price Comparison.

Valuations and prices are compared to pricing data obtained from third parties

(e.g., brokers or dealers, IHS Markit, Bloomberg, IDC, TRACE). Data obtained

from various sources is compared to ensure consistency and validity. When


    broker or dealer quotations or third-party pricing vendors are used for
    valuation or price verification, greater priority is generally given to
    executable quotations.


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

• Calibration to Market Comparables.

Market-based transactions are used to corroborate the valuation of positions

with similar characteristics, risks and components.

• Relative Value Analyses.

Market-based transactions are analyzed to determine the similarity, measured

in terms of risk, liquidity and return, of one instrument relative to another

or, for a given instrument, of one maturity relative to another.

• Collateral Analyses.

Margin calls on derivatives are analyzed to determine implied values, which

are used to corroborate our valuations.

• Execution of Trades.

Where appropriate, market-making desks are instructed to execute trades in

order to provide evidence of market-clearing levels.

• Backtesting.

Valuations are corroborated by comparison to values realized upon sales.




See Note 4 to the consolidated financial statements for further information
about fair value measurements.
Review of Net Revenues.
Independent risk oversight and control functions ensure adherence to our pricing
policy through a combination of daily procedures, including the explanation and
attribution of net revenues based on the underlying factors. Through this
process, we independently validate net revenues, identify and resolve potential
fair value or trade booking issues on a timely basis and seek to ensure that
risks are being properly categorized and quantified.
Review of Valuation Models.
Our independent model risk management group (Model Risk), consisting of
quantitative professionals who are separate from model developers, performs an
independent model review and validation process of our valuation models. New or
changed models are reviewed and approved prior to implementation. Models are
reviewed annually to assess the impact of any changes in the product or market
and any market developments in pricing theories. See "Risk Management - Model
Risk Management" for further information about the review and validation of our
valuation models.
Allowance for Credit Losses
We estimate and record an allowance for credit losses related to our loans held
for investment that are accounted for at amortized cost. To determine the
allowance for credit losses, we classify our loans accounted for at amortized
cost into wholesale and consumer portfolios. These portfolios represent the
level at which we have developed and documented our methodology to determine the
allowance for credit losses. The allowance for credit losses is measured on a
collective basis for loans that exhibit similar risk characteristics using a
modeled approach and asset-specific basis for loans that do not share similar
risk characteristics. The allowance for credit losses also includes qualitative
components which allow management to reflect the uncertain nature of economic
forecasting, capture uncertainty regarding model inputs, and account for model
imprecision and concentration risk. The determination of allowance for credit
losses entails significant judgment on various risk factors. Risk factors for
wholesale loans include internal credit ratings, industry default and loss data,
expected life, macroeconomic indicators (e.g., unemployment rates and GDP), the
borrower's capacity to meet its financial obligations, the borrower's country of
risk and industry, loan seniority and collateral type. In addition, for loans
backed by real estate, risk factors include
loan-to-value
ratio, debt service ratio and home price index. Risk factors for installment and
credit card loans include Fair Isaac Corporation (FICO) credit scores,
delinquency status, loan vintage and macroeconomic indicators.
Our estimate of credit losses entails judgment about collectability at the
reporting dates, and there are uncertainties inherent in those judgments. The
allowance for credit losses is subject to a governance process that involves
review and approval by senior management within our independent risk oversight
and control functions. Personnel within our independent risk oversight and
control functions are responsible for forecasting the economic variables that
underlie the economic scenarios that are used in the modeling of expected credit
losses. While we use the best information available to determine this estimate,
future adjustments to the allowance may be necessary based on, among other
things, changes in the economic environment or variances between actual results
and the original assumptions used. Loans are charged off against the allowance
for loan losses when deemed to be uncollectible.
We also record an allowance for credit losses on lending commitments which are
held for investment that are accounted for at amortized cost. Such allowance is
determined using the same methodology as the allowance for loan losses, while
also taking into consideration the probability of drawdowns or funding, and
whether such commitments are cancellable by us. See Note 9 to the consolidated
financial statements for further information about the allowance for credit
losses.

101 Goldman Sachs September 2021 Form 10-Q

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

Use of Estimates
U.S. GAAP requires us to make certain estimates and assumptions. In addition to
the estimates we make in connection with fair value measurements and the
allowance for credit losses on loans and lending commitments held for investment
and accounted for at amortized cost, the use of estimates and assumptions is
also important in determining discretionary compensation accruals, the
accounting for goodwill and identifiable intangible assets, provisions for
losses that may arise from litigation and regulatory proceedings (including
governmental investigations), and provisions for losses that may arise from tax
audits.
A substantial portion of our compensation and benefits represents discretionary
compensation, which is finalized at
year-end.
We believe the most appropriate way to allocate estimated
year-end
discretionary compensation among interim periods is in proportion to the net
revenues earned in such periods. In addition to the level of net revenues, our
overall compensation expense in any given year is also influenced by, among
other factors, overall financial performance, prevailing labor markets, business
mix, the structure of our share-based compensation programs and the external
environment.
Goodwill is assessed for impairment annually in the fourth quarter or more
frequently if events occur or circumstances change that indicate an impairment
may exist. When assessing goodwill for impairment, first, a qualitative
assessment can be made to determine whether it is more likely than not that the
estimated fair value of a reporting unit is less than its estimated carrying
value. If the results of the qualitative assessment are not conclusive, a
quantitative goodwill test is performed. Alternatively, a quantitative goodwill
test can be performed without performing a qualitative assessment.
Estimating the fair value of our reporting units requires judgment. Critical
inputs to the fair value estimates include projected earnings and allocated
equity. There is inherent uncertainty in the projected earnings. The estimated
carrying value of each reporting unit reflects an allocation of total
shareholders' equity and represents the estimated amount of total shareholders'
equity required to support the activities of the reporting unit under currently
applicable regulatory capital requirements. See Note 12 to the consolidated
financial statements for further information about goodwill.
If we experience a prolonged or severe period of weakness in the business
environment, financial markets, our performance or our common stock price, or
additional increases in capital requirements, our goodwill could be impaired in
the future.
Identifiable intangible assets are tested for impairment when events or changes
in circumstances suggest that an asset's or asset group's carrying value may not
be fully recoverable. Judgment is required to evaluate whether indications of
potential impairment have occurred, and to test intangible assets for
impairment, if required. An impairment is recognized if the estimated
undiscounted cash flows relating to the asset or asset group is less than the
corresponding carrying value. See Note 12 to the consolidated financial
statements for further information about identifiable intangible assets.
We also estimate and provide for potential losses that may arise out of
litigation and regulatory proceedings to the extent that such losses are
probable and can be reasonably estimated. In addition, we estimate the upper end
of the range of reasonably possible aggregate loss in excess of the related
reserves for litigation and regulatory proceedings where we believe the risk of
loss is more than slight. See Notes 18 and 27 to the consolidated financial
statements for information about certain judicial, litigation and regulatory
proceedings. Significant judgment is required in making these estimates and our
final liabilities may ultimately be materially different. Our total estimated
liability in respect of litigation and regulatory proceedings is determined on a
case-by-case
basis and represents an estimate of probable losses after considering, among
other factors, the progress of each case, proceeding or investigation, our
experience and the experience of others in similar cases, proceedings or
investigations, and the opinions and views of legal counsel.
In accounting for income taxes, we recognize tax positions in the financial
statements only when it is more likely than not that the position will be
sustained on examination by the relevant taxing authority based on the technical
merits of the position. See Note 24 to the consolidated financial statements for
further information about income taxes.
Recent Accounting Developments
See Note 3 to the consolidated financial statements for information about Recent
Accounting Developments.
Results of Operations
The composition of our net revenues has varied over time as financial markets
and the scope of our operations have changed. The composition of net revenues
can also vary over the shorter term due to fluctuations in U.S. and global
economic and market conditions. See "Risk Factors" in Part I, Item 1A of the
2020
Form 10-K
for further information about the impact of economic and market conditions on
our results of operations.

Goldman Sachs September 2021 Form 10-Q 102

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  Table of Contents
THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis

Financial Overview
The table below presents an overview of our financial results and selected
financial ratios.

                                               Three Months                      Nine Months
                                              Ended September                  Ended September

$ in millions, except per share amounts 2021 2020


    2021          2020
Net revenues                                $13,608       $10,781            $46,700       $32,819
Pre-tax
earnings                                    $ 6,842       $ 4,299            $22,019       $ 6,938
Net earnings                                $ 5,378       $ 3,367            $17,700       $ 4,953
Net earnings to common                      $ 5,284       $ 3,233            $17,342       $ 4,553
Diluted EPS                                 $ 14.93       $  8.98            $ 48.59       $ 12.65
ROE                                           22.5%         16.2%              25.7%          7.6%
ROTE                                          23.8%         17.3%              27.2%          8.1%
Net earnings to average assets                 1.5%          1.2%               1.8%          0.6%
Return on average shareholders' equity        20.8%         14.8%              23.7%          7.3%
Average equity to average assets               7.4%          8.0%               7.4%          8.2%
Dividend payout ratio                         13.4%         13.9%               9.3%         29.6%


In the table above:

• Net earnings to common represents net earnings applicable to common


    shareholders, which is calculated as net earnings less preferred stock
    dividends.


• ROE, return on average tangible common shareholders' equity (ROTE), net

earnings to average assets and return on average shareholders' equity are


    annualized amounts.



• 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.



• Annualized ROE is calculated by dividing annualized net earnings to common by

average monthly common shareholders' equity. Tangible common shareholders'

equity is calculated as total shareholders' equity less preferred stock,

goodwill and identifiable intangible assets. Annualized ROTE is calculated by

dividing annualized 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. Annualized return on average shareholders'

equity is calculated by dividing annualized net earnings by average monthly

shareholders' equity.




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

                                                             Average for the

                                             Three Months                       Nine Months
                                            Ended September                   Ended September

$ in millions                                2021           2020               2021           2020
Total shareholders' equity               $103,599        $90,942            $99,665        $91,043
Preferred stock                            (9,766 )      (11,203 )           (9,628 )      (11,203 )
Common shareholders' equity                93,833         79,739             90,037         79,840
Goodwill                                   (4,331 )       (4,230 )           (4,332 )       (4,210 )
Identifiable intangible assets               (510 )         (605 )             (558 )         (615 )
Tangible common shareholders' equity     $ 88,992        $74,904

$85,147 $75,015




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

                                    Three Months                      Nine Months
                                   Ended September                  Ended September

$ in millions                       2021          2020               2021          2020
Investment banking               $ 3,548       $ 1,934            $10,564       $ 6,409
Investment management              2,139         1,689              5,840         5,092
Commissions and fees                 860           804              2,766         2,699
Market making                      3,929         3,327             13,096        12,796
Other principal transactions       1,568         1,943              9,759         2,482
Total non-interest revenues       12,044         9,697             42,025        29,478
Interest income                    3,117         2,932              9,110        10,716
Interest expense                   1,553         1,848              4,435         7,375
Net interest income                1,564         1,084              4,675         3,341
Total net revenues               $13,608       $10,781            $46,700       $32,819


In the table above:

• Investment banking consists of revenues (excluding net interest) from

financial advisory and underwriting assignments. These activities are included

in our Investment Banking segment.

• Investment management consists of revenues (excluding net interest) from

providing asset management services across all major asset classes to a

diverse set of asset management clients (included in our Asset Management

segment), as well as asset management services, wealth advisory services and

certain transaction services for wealth management clients (included in our

Consumer & Wealth Management segment).

• Commissions and fees consists of revenues from executing and clearing client

transactions on major stock, options and futures exchanges worldwide, as well

as

over-the-counter

(OTC) transactions. These activities are included in our Global Markets and

Consumer & Wealth Management segments.

• 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 our Global Markets segment.

• Other principal transactions consists of revenues (excluding net interest)

from our equity investing activities, including revenues related to our

consolidated investments (included in our Asset Management segment), and

lending activities (included across our four segments).





103   Goldman Sachs September 2021 Form 10-Q

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  Table of Contents
THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis

Operating Environment.
During the third quarter of 2021, continued economic recovery and continued
monetary and fiscal support from central banks and governments globally, along
with solid fundamentals in the current operating environment, provided a stable
backdrop for our business activities. These factors contributed to stable equity
markets, strong investment banking activity levels, and solid market-making
activity levels.
If optimism about the economic outlook declines or the ongoing efforts to
mitigate the impact of the
COVID-19
pandemic are ineffective (including due to new variants or complications with
vaccine distribution), it may lead to a decline in global equity markets, a
decline in investment banking activity levels, and a decline in market-making
activity levels, and net revenues and the provision for credit losses would
likely be negatively impacted. See "Segment Assets and Operating Results -
Segment Operating Results" for information about the operating environment and
material trends and uncertainties that may impact our results of operations.
Three Months Ended September 2021 versus September 2020.
Net revenues in the consolidated statements of earnings were $13.61 billion for
the third quarter of 2021, 26% higher than the third quarter of 2020, primarily
reflecting significantly higher investment banking revenues, net interest income
and investment management revenues, and higher market making revenues, partially
offset by lower other principal transactions revenues.
Non-Interest
Revenues.
Investment banking revenues in the consolidated statements of earnings were
$3.55 billion for the third quarter of 2021, 83% higher than the third quarter
of 2020, due to significantly higher revenues in financial advisory, reflecting
an increase in completed mergers and acquisitions volumes, in equity
underwriting, primarily driven by private placements, convertible offerings and
initial public offerings, and in debt underwriting, reflecting an increase in
leveraged finance activity.
Investment management revenues in the consolidated statements of earnings were
$2.14 billion for the third quarter of 2021, 27% higher than the third quarter
of 2020, primarily due to significantly higher incentive fees, driven by
harvesting, and higher management and other fees, reflecting the impact of
higher average assets under supervision (AUS), partially offset by higher fee
waivers on money market funds.
Commissions and fees in the consolidated statements of earnings were
$860 million for the third quarter of 2021, 7% higher than the third quarter of
2020, primarily reflecting an increase in our listed cash equity volumes in
Asia, generally consistent with market volumes in the region.
Market making revenues in the consolidated statements of earnings were
$3.93 billion for the third quarter of 2021, 18% higher than the third quarter
of 2020, primarily due to significantly higher net revenues in equity products
and commodities, partially offset by significantly lower net revenues in
interest rate products and credit products.
Other principal transactions revenues in the consolidated statements of earnings
were $1.57 billion for the third quarter of 2021, 19% lower than the third
quarter of 2020, primarily reflecting significant net losses from investments in
public equities during the quarter compared with net gains in the third quarter
of 2020, partially offset by significantly higher net gains from investments in
private equities.
Net Interest Income.
Net interest income in the consolidated statements of earnings was $1.56 billion
for the third quarter of 2021, 44% higher than the third quarter of 2020,
reflecting a decrease in interest expense and an increase in interest income.
The decrease in interest expense primarily related to deposits and long-term
borrowings, both reflecting the impact of lower interest rates. The increase in
interest income primarily related to loans and other interest-earning assets,
both reflecting the impact of higher average balances partially offset by the
impact of lower interest rates on collateralized agreements. See "Statistical
Disclosures - Distribution of Assets, Liabilities and Shareholders' Equity" for
further information about our sources of net interest income.
Nine Months Ended September 2021 versus September 2020.
Net revenues in the consolidated statements of earnings were $46.70 billion for
the first nine months of 2021, 42% higher than the first nine months of 2020,
primarily reflecting significantly higher other principal transactions net
revenues, investment banking net revenues and net interest income, and higher
investment management net revenues.
Non-Interest
Revenues.
Investment banking revenues in the consolidated statements of earnings were
$10.56 billion for the first nine months of 2021, 65% higher than the first nine
months of 2020, primarily due to significantly higher revenues in financial
advisory, reflecting a significant increase in completed mergers and
acquisitions transactions, and in equity underwriting, primarily driven by
strong industry-wide initial public offering activity, as well as higher
revenues in debt underwriting, reflecting elevated industry-wide leveraged
finance volumes.
Investment management revenues in the consolidated statements of earnings were
$5.84 billion for the first nine months of 2021, 15% higher than the first nine
months of 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 money market funds.

Goldman Sachs September 2021 Form 10-Q 104

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

Commissions and fees in the consolidated statements of earnings were
$2.77 billion for the first nine months of 2021, slightly higher than the first
nine months of 2020.
Market making revenues in the consolidated statements of earnings were
$13.10 billion for the first nine months of 2021, slightly higher than the first
nine months of 2020, as significantly higher net revenues in equity products
(primarily in derivatives), mortgages and commodities were largely offset by
significantly lower net revenues in interest rate products and credit products.
Other principal transactions revenues in the consolidated statements of earnings
were $9.76 billion for the first nine months of 2021, compared with
$2.48 billion for the first nine months of 2020, primarily reflecting
significantly higher net gains from investments in private equities and in debt
instruments, partially offset by significantly lower net gains from investments
in public equities.
Net Interest Income.
Net interest income in the consolidated statements of earnings was $4.68 billion
for the first nine months of 2021, 40% higher than the first nine months of
2020, reflecting a decrease in interest expense related to deposits, other
interest-bearing liabilities, long-term borrowings and collateralized
financings, each reflecting the impact of lower interest rates, partially offset
by the impact of higher average balances in trading liabilities. The decrease in
interest expense was partially offset by a decrease in interest income primarily
related to collateralized agreements, trading assets and deposits with banks,
each reflecting the impact of lower interest rates, partially offset by the
impact of higher average balances for loans. See "Statistical Disclosures -
Distribution of Assets, Liabilities and Shareholders' Equity" for further
information about our sources of net interest income.
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.

                                  Three Months                  Nine Months
                                Ended September               Ended September

$ in millions                     2021        2020            2021          2020
Provision for credit losses       $175        $278             $13        $2,805


Three Months Ended September 2021 versus September 2020.
Provision for credit losses in the consolidated statements of earnings was
$175 million for the third quarter of 2021, compared with $278 million for the
third quarter of 2020. The third quarter of 2021 primarily reflected provisions
related to portfolio growth (primarily in credit cards), while the third quarter
of 2020 reflected reserve increases from individual impairments related to
wholesale loans and growth in credit card loans, partially offset by reserve
reductions from paydowns on corporate lines of credit and consumer installment
loans.
Nine Months Ended September 2021 versus September 2020.
Provision for credit losses in the consolidated statements of earnings was
$13 million for the first nine months of 2021, compared with $2.81 billion for
the first nine months of 2020. The first nine months of 2021 included provisions
related to portfolio growth (primarily in credit cards, including approximately
$185 million of provisions related to the pending acquisition of the General
Motors
co-branded
credit card portfolio), largely offset by reserve reductions on wholesale and
consumer loans reflecting continued improvement in the broader economic
environment following challenging conditions in the first nine months of 2020 as
a result of the
COVID-19
pandemic.
Operating Expenses
Our operating expenses are primarily influenced by compensation, headcount and
levels of business activity. Compensation and benefits includes salaries,
estimated
year-end
discretionary compensation, amortization of equity awards and other items such
as benefits. Discretionary compensation is significantly impacted by, among
other factors, the level of net revenues, overall financial performance,
prevailing labor markets, business mix, the structure of our share-based
compensation programs and the external environment.
The table below presents our operating expenses by line item and headcount.

                                     Three Months                      Nine Months
                                    Ended September                  Ended September

$ in millions                        2021          2020               2021          2020
Compensation and benefits         $ 3,167       $ 3,117            $14,473       $10,830
Transaction based                   1,139         1,011              3,520         3,055
Market development                    165            70                360           312
Communications and technology         397           340              1,143  

1,006


Depreciation and amortization         509           468              1,527         1,404
Occupancy                             239           235                727           706
Professional fees                     433           298              1,137           956
Other expenses                        542           665              1,781         4,807
Total operating expenses          $ 6,591       $ 6,204            $24,668       $23,076

Headcount at
period-end                         43,000        40,900


In the table above, brokerage, clearing, exchange and distribution fees was
renamed transaction based (beginning in the fourth quarter of 2020) and
additionally includes expenses resulting from completed transactions, which are
directly related to client revenues. Such expenses were previously reported in
other expenses. Previously reported amounts have been conformed to the current
presentation.

105 Goldman Sachs September 2021 Form 10-Q

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

Three Months Ended September 2021 versus September 2020.
Operating expenses in the consolidated statements of earnings were $6.59 billion
for the third quarter of 2021, 6% higher than the third quarter of 2020. Our
efficiency ratio for the third quarter of 2021 was 48.4%, compared with 57.5%
for the third quarter of 2020.
The increase in operating expenses compared with the third quarter of 2020 was
due to higher technology expenses (included in communications and technology and
depreciation and amortization), professional fees, transaction based expenses
and market development expenses. These increases were partially offset by
significantly lower net provisions for litigation and regulatory proceedings.
Compensation and benefits expenses were slightly higher.
Net provisions for litigation and regulatory proceedings for the third quarter
of 2021 were $52 million compared with $256 million for the third quarter of
2020.
As of September 2021, headcount increased 5% compared with June 2021, primarily
reflecting the timing of campus hires.
Nine Months Ended September 2021 versus September 2020.
Operating expenses in the consolidated statements of earnings were
$24.67 billion for the first nine months of 2021, 7% higher than the first nine
months of 2020. Our efficiency ratio for the first nine months of 2021 was
52.8%, compared with 70.3% for the first nine months of 2020. In the first nine
months of 2020, net provisions for litigation and regulatory proceedings
increased our efficiency ratio by 10.3 percentage points.
The increase in operating expenses compared with the first nine months of 2020
reflected significantly higher compensation and benefits expenses (reflecting
strong performance), partially offset by lower
non-compensation
expenses. Within
non-compensation
expenses, net provisions for litigation and regulatory proceedings were
significantly lower, partially offset by higher transaction based expenses and
higher technology expenses (included in communications and technology and
depreciation and amortization).
Net provisions for litigation and regulatory proceedings for the first nine
months of 2021 were $352 million compared with $3.40 billion for the first nine
months of 2020.
As of September 2021, headcount increased 6% compared with December 2020,
reflecting investments in new business initiatives and an increase in technology
professionals.
Provision for Taxes
The effective income tax rate for the first nine months of 2021 was 19.6%, down
from the full year income tax rate of 24.2% for 2020, primarily due to a
decrease in provisions for
non-deductible
litigation in the first nine months of 2021 compared with 2020. The increase
compared with 18.8% for the first half of 2021 was primarily due to a decrease
in the impact of tax benefits on the settlement of share-based awards and
remeasurement of U.K. deferred tax assets in the first nine months of 2021
compared with the first half of 2021.
In March 2021, the American Rescue Plan Act of 2021 (Rescue Plan) was signed
into law. The Rescue Plan is a $1.9 trillion stimulus package enacted to help
address the economic and health impacts of the
COVID-19
pandemic. The Rescue Plan includes a repeal of a provision under which U.S.
affiliated groups could elect a worldwide allocation of interest expense for
foreign tax credit limitation purposes for one year beginning in January 2021.
Additionally, beginning in 2027, the limitation on corporate tax deductions for
compensation payable to the CEO, CFO and the top three highest paid employees
will be expanded to include the next five highest paid employees. The
legislation is not expected to have a material impact on our 2021 annual
effective tax rate.
In April 2021, the New York State (NYS) FY 2022 budget was enacted. The
legislation temporarily increased the NYS corporate income tax rate from 6.5% to
7.25% for calendar years 2021 through 2023. The legislation is not expected to
have a material impact on our 2021 annual effective tax rate.
The U.K. Finance Act 2021 was enacted in June 2021 and includes a six percent
increase in the corporate income tax rate effective from April 2023. During the
first nine months of 2021, U.K. deferred tax assets and liabilities were
remeasured and a deferred tax benefit of approximately $100 million was
recognized. In October 2021, a five percent reduction in the U.K. bank surcharge
tax rate, effective from April 2023, was announced in the second U.K. budget of
2021. The reduction to the bank surcharge is expected to be legislated as
Finance Bill 2022. The bank surcharge is currently applicable to certain of our
U.K. subsidiaries and branches, including Goldman Sachs International (GSI) and
Goldman Sachs International Bank (GSIB). Following Royal Assent, the associated
impact of any change to the bank surcharge on U.K. deferred tax assets and
liabilities could have a material impact on our effective tax rate, depending on
the operating results for the quarter during which this legislation is enacted.
We expect our tax rate for 2021 to be between 20% and 21%, excluding the impact
of any potential changes in current income tax rates.

Goldman Sachs September 2021 Form 10-Q 106

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

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

                                           As of

                                  September         December
$ in millions                          2021             2020
Investment Banking                       $

                                    141,580       $  116,242
Global Markets                    1,077,437          844,606
Asset Management                     94,063           95,751
Consumer & Wealth Management        130,150          106,429
Total                            $1,443,230       $1,163,028


The allocation process for segment assets is based on the activities of these
segments. The allocation of assets includes allocation of global core liquid
assets (GCLA) (which consists of unencumbered, highly liquid securities and
cash), which is generally included within cash and cash equivalents,
collateralized agreements and trading assets on our balance sheet. Due to the
integrated nature of these segments, estimates and judgments are made in
allocating these assets. See "Risk Management - Liquidity Risk Management" for
further information about our GCLA.
Segment Operating Results.
The table below presents our segment operating results.

                                          Three Months                       Nine Months
                                        Ended September                    Ended September

$ in millions                            2021           2020                2021           2020
Investment Banking
Net revenues                          $ 3,700        $ 1,969             $11,080        $ 6,810
Provision for credit losses                41            171                (229 )        1,612
Operating expenses                      1,343          1,067               5,161          4,940
Pre-tax
earnings                              $ 2,316        $   731             $ 6,148        $   258
Net earnings to common                $ 1,818        $   452             $ 4,890        $   133
Average common equity                 $10,346        $11,271             $10,201        $11,251
Return on average common equity         70.3%          16.0%               63.9%           1.6%

Global Markets
Net revenues                          $ 5,611        $ 4,553             $18,092        $16,892
Provision for credit losses               (24 )          (15 )               (30 )          236
Operating expenses                      2,794          2,542              10,352         10,568
Pre-tax
earnings                              $ 2,841        $ 2,026             $ 7,770        $ 6,088
Net earnings to common                $ 2,190        $ 1,816             $ 6,041        $ 4,085
Average common equity                 $46,959        $39,960             $44,067        $40,542
Return on average common equity         18.7%          18.2%               18.3%          13.4%

Asset Management
Net revenues                          $ 2,279        $ 2,768             $12,025        $ 4,773
Provision for credit losses                10             70                  (2 )          420
Operating expenses                        823          1,358               4,656          3,888
Pre-tax
earnings                              $ 1,446        $ 1,340             $ 7,371        $   465
Net earnings to common                $ 1,096        $   839             $ 5,853        $   273
Average common equity                 $25,788        $19,989             $25,294        $20,332
Return on average common equity         17.0%          16.8%               30.9%           1.8%

Consumer & Wealth Management
Net revenues                          $ 2,018        $ 1,491             $ 5,503        $ 4,344
Provision for credit losses               148             52                 274            537
Operating expenses                      1,631          1,237               4,499          3,680
Pre-tax                                   $                                  $
earnings
                                          239        $   202                 730        $   127
Net earnings to common                    $                                  $

                                          180        $   126                 558        $    62
Average common equity                 $10,740        $ 8,519             $10,475        $ 7,715
Return on average common equity          6.7%           5.9%                7.1%           1.1%

Total net revenues                    $13,608        $10,781             $46,700        $32,819
Total provision for credit losses         175            278                  13          2,805
Total operating expenses                6,591          6,204              24,668         23,076
Total
pre-tax
earnings                              $ 6,842        $ 4,299             $22,019        $ 6,938
Net earnings to common                $ 5,284        $ 3,233             $17,342        $ 4,553
Average common equity                 $93,833        $79,739             $90,037        $79,840
Return on average common equity         22.5%          16.2%               25.7%           7.6%


Net revenues in our segments include allocations of interest income and expense
to specific positions in relation to the cash generated by, or funding
requirements of, such positions. See Note 25 to the consolidated financial
statements for further information about our business segments.
The allocation of common shareholders' equity and preferred stock dividends to
each segment is based on the estimated amount of equity required to support the
activities of the segment under relevant regulatory capital requirements. Net
earnings for each segment is calculated by applying the firmwide tax rate to
each segment's
pre-tax
earnings.
The allocation of common equity among our segments for the three and nine months
ended September 2021 reflects updates to our attributed equity framework
(effective January 1, 2021) to incorporate the impact of the stress capital
buffer (SCB) rule and our SCB of 6.6%, which became effective on October 1, 2020
under the Standardized Approach. See "Capital Management and Regulatory
Capital - Capital Management" for information about the impact of these updates
on the allocation of attributed equity among our segments as of the beginning of
the first quarter of 2021. The average common equity balances above incorporate
such impact, as well as the changes in the size and composition of assets held
in each of our segments that occurred during the three and nine months ended
September 2021. See "Capital Management and Regulatory Capital - Capital
Management" for information about our updated SCB, which became effective on
October 1, 2021.
Compensation and benefits expenses within our segments reflect, among other
factors, our overall performance, as well as the performance of individual
businesses. Consequently,
pre-tax
margins in one segment of our business may be significantly affected by the
performance of our other business segments. A description of segment operating
results follows.
Investment Banking
Investment Banking generates revenues from the following:

• Financial 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, including local and
    cross-border transactions and acquisition financing, of a wide range of
    securities and other financial instruments, including loans.


• Corporate lending.

Includes lending to corporate clients, including through relationship lending,

middle-market lending and acquisition financing. We also provide transaction

banking services to certain of our corporate clients.





107   Goldman Sachs September 2021 Form 10-Q

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

The table below presents our Investment Banking assets.



                                           As of

                                   September       December
$ in millions                           2021           2020
Cash and cash equivalents           $ 54,044       $ 34,730
Collateralized agreements             25,343         20,242
Customer and other receivables         8,879          2,465
Trading assets                        23,453         29,493
Investments                            1,446          1,078
Loans                                 26,428         26,544
Other assets                           1,987          1,690
Total                               $141,580       $116,242

The table below presents our Investment Banking operating results.



                                       Three Months                      Nine Months
                                      Ended September                  Ended September

$ in millions                          2021          2020               2021           2020
Financial advisory                  $ 1,648       $   507            $ 4,022        $ 1,974

Equity underwriting                   1,174           856              3,986          2,291
Debt underwriting                       726           571              2,556          2,144
Underwriting                          1,900         1,427              6,542          4,435

Corporate lending                       152            35                516            401
Net revenues                          3,700         1,969             11,080          6,810
Provision for credit losses              41           171               (229 )        1,612
Operating expenses                    1,343         1,067              5,161          4,940
Pre-tax
earnings                              2,316           731              6,148            258
Provision for taxes                     485           262              1,206             74
Net earnings                          1,831           469              4,942            184
Preferred stock dividends                13            17                 52             51
Net earnings to common                                                                  $

                                    $ 1,818       $   452            $ 4,890            133

Average common equity               $10,346       $11,271            $10,201        $11,251
Return on average common equity       70.3%         16.0%              63.9%           1.6%


The table below presents our financial advisory and underwriting transaction
volumes.

                                          Three Months                  Nine Months
                                        Ended September               Ended September

$ in billions                           2021          2020               2021       2020
Announced mergers and acquisitions       $                                  

$



                                         454       $   332            $ 1,405        578
Completed mergers and acquisitions       $                                  

$



                                         402       $   203            $ 1,036        814
Equity and equity-related offerings      $                                $          $

                                          25       $    29                111         81
Debt offerings                           $                                $          $

                                          78       $    83                265        292


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

offerings and debt offerings are based on full credit for single book managers

and equal credit for joint book managers. Transaction volumes may not be

indicative of net revenues in a given period. In addition, transaction volumes


    for prior periods may vary from amounts previously reported due to the
    subsequent withdrawal or a change in the value of a transaction.


• Equity and equity-related offerings includes Rule 144A and public common stock

offerings, convertible offerings and rights offerings.

• Debt offerings includes

non-convertible

preferred stock, mortgage-backed securities, asset-backed securities and

taxable municipal debt. Includes publicly registered and Rule 144A issues and


    excludes leveraged loans.


Operating Environment.
During the third quarter of 2021, Investment Banking operated in an environment
characterized by strong industry-wide activity. In mergers and acquisitions,
industry-wide completed and announced volumes remained at high levels,
reflecting supportive market conditions and CEO confidence. In underwriting,
both industry-wide equity and debt volumes were solid, but were lower following
elevated levels in the second quarter of 2021.
In the future, if market and economic conditions deteriorate, and industry-wide
mergers and acquisitions volumes decline, or if industry-wide equity and debt
underwriting volumes continue to decline, or credit spreads related to hedges on
our relationship lending portfolio tighten, net revenues in Investment Banking
would likely be negatively impacted. In addition, a deterioration in the
creditworthiness of borrowers would negatively impact the provision for credit
losses.
Three Months Ended September 2021 versus September 2020.
Net revenues in Investment Banking were $3.70 billion for the third quarter of
2021, 88% higher than the third quarter of 2020, reflecting significantly higher
net revenues in Financial advisory, Underwriting and Corporate lending.
The increase in Financial advisory net revenues reflected an increase in
completed mergers and acquisitions volumes. The increase in Underwriting net
revenues was due to significantly higher net revenues in both Equity
underwriting, primarily driven by private placements, convertible offerings and
initial public offerings, and Debt underwriting, reflecting an increase in
leveraged finance activity. The increase in Corporate lending net revenues
primarily reflected net gains related to middle-market lending activities.
Provision for credit losses was $41 million for the third quarter of 2021, 76%
lower than the third quarter of 2020, primarily reflecting lower individual
impairments, while the prior year period was positively impacted by reserve
reductions from paydowns on corporate lines of credit.
Operating expenses were $1.34 billion for the third quarter of 2021, 26% higher
than the third quarter of 2020, due to significantly higher compensation and
benefits expenses (reflecting strong performance), partially offset by lower net
provisions for litigation and regulatory proceedings.
Pre-tax
earnings were $2.32 billion for the third quarter of 2021, compared with
$731 million for the third quarter of 2020.

Goldman Sachs September 2021 Form 10-Q 108

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

As of September 2021, our investment banking transaction backlog remained
elevated, but decreased compared with June 2021, due to lower estimated net
revenues from potential financial advisory transactions and potential equity
underwriting transactions (particularly from private placements and initial
public offerings), partially offset by higher estimated net revenues in debt
underwriting transactions (primarily from leveraged finance transactions).
Our backlog represents an estimate of our net revenues from future transactions
where we believe that future revenue realization is more likely than not. We
believe changes in our backlog may be a useful indicator of client activity
levels which, over the long term, impact our net revenues. However, the time
frame for completion and corresponding revenue recognition of transactions in
our backlog varies based on the nature of the assignment, as certain
transactions may remain in our backlog for longer periods of time. In addition,
our backlog is subject to certain limitations, such as assumptions about the
likelihood that individual client transactions will occur in the future.
Transactions may be cancelled or modified, and transactions not included in the
estimate may also occur, including underwriting transactions for which the time
frame from discussion to completion has shortened in the current environment.
Nine Months Ended September 2021 versus September 2020.
Net revenues in Investment Banking were $11.08 billion for the first nine months
of 2021, 63% higher than the first nine months of 2020, primarily reflecting
significantly higher net revenues in Underwriting and Financial advisory.
The increase in Underwriting net revenues was due to significantly higher net
revenues in Equity underwriting, primarily driven by strong industry-wide
initial public offerings activity, and higher net revenues in Debt underwriting,
reflecting elevated industry-wide leveraged finance volumes. The increase in
Financial advisory net revenues reflected a significant increase in completed
mergers and acquisitions transactions. The increase in Corporate lending net
revenues reflected significantly higher net interest income, primarily from
middle-market lending activities.
Provision for credit losses was a net benefit of $229 million for the first nine
months of 2021, compared with net provisions of $1.61 billion for the first nine
months of 2020, primarily due to reserve reductions in the current year period
reflecting continued improvement in the broader economic environment following
challenging conditions in the first nine months of 2020 resulting from the
COVID-19
pandemic.
Operating expenses were $5.16 billion for the first nine months of 2021, 4%
higher than the first nine months of 2020, due to significantly higher
compensation and benefits expenses (reflecting strong performance), partially
offset by significantly lower net provisions for litigation and regulatory
proceedings.
Pre-tax
earnings were $6.15 billion for the first nine months of 2021, compared with
$258 million for the first nine months of 2020. Annualized ROE was 63.9% for the
first nine months of 2021, compared with 1.6% for the first nine months of 2020
(which included the impact of net provisions for litigation and regulatory
proceedings that reduced annualized ROE by 15.7 percentage points).
As of September 2021, our investment banking transaction backlog increased
significantly compared with December 2020, due to significantly higher estimated
net revenues from potential financial advisory transactions and potential debt
underwriting transactions (particularly from leveraged finance and
investment-grade transactions), and higher estimated net revenues from equity
underwriting transactions (primarily from initial public offerings).
Global Markets
Our Global Markets segment consists of:
FICC.
FICC generates revenues from intermediation and financing activities.

• FICC intermediation.

Includes client execution activities related to making markets in both cash

and derivative instruments, as detailed below.




Interest Rate Products.
Government bonds (including inflation-linked securities) across maturities,
other government-backed securities, and interest rate swaps, options and other
derivatives.
Credit Products.
Investment-grade and high-yield corporate securities, credit derivatives,
exchange-traded funds (ETFs), bank and bridge loans, municipal securities,
emerging market and distressed debt, and trade claims.
Mortgages.
Commercial mortgage-related securities, loans and derivatives, residential
mortgage-related securities, loans and derivatives (including U.S. government
agency-issued collateralized mortgage obligations and other securities and
loans), and other asset-backed securities, loans and derivatives.
Currencies.
Currency options, spot/forwards and other derivatives on
G-10
currencies and emerging-market products.

109 Goldman Sachs September 2021 Form 10-Q

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

Commodities.


Commodity derivatives and, to a lesser extent, physical commodities, involving
crude oil and petroleum products, natural gas, base, precious and other metals,
electricity, coal, agricultural and other commodity products.
For further information about market-making activities, see "Market-Making
Activities" below.

• FICC financing.

Includes providing financing to our clients through securities purchased under

agreements to resell (resale agreements), and through structured credit,

warehouse lending (including residential and commercial mortgage lending) and

asset-backed lending, which are typically longer term in nature.

Equities.

Equities generates revenues from intermediation and financing activities.

• Equities intermediation.

We make markets in equity securities and equity-related products, including

ETFs, convertible securities, options, futures and OTC derivative instruments.

We also structure and make markets in derivatives on indices, industry

sectors, financial measures and individual company stocks. Our exchange-based

market-making activities include making markets in stocks and ETFs, futures

and options on major exchanges worldwide. In addition, we generate commissions

and fees from executing and clearing institutional client transactions on

major stock, options and futures exchanges worldwide, as well as OTC

transactions. For further information about market-making activities, see

"Market-Making Activities" below.

• 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. In addition, we execute swap transactions to provide our clients

with exposure to securities and indices.




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.
Our results are influenced by a combination of interconnected drivers, including
(i) client activity levels and transactional bid/offer spreads (collectively,
client activity), and (ii) changes in the fair value of our inventory and
interest income and interest expense related to the holding, hedging and funding
of our inventory (collectively, market-making inventory changes). Due to the
integrated nature of our market-making activities, disaggregation of net
revenues into client activity and market-making inventory changes is judgmental
and has inherent complexities and limitations.
The amount and composition of our net revenues vary over time as these drivers
are impacted by multiple interrelated factors affecting economic and market
conditions, including volatility and liquidity in the market, changes in
interest rates, currency exchange rates, credit spreads, equity prices and
commodity prices, investor confidence, and other macroeconomic concerns and
uncertainties.
In general, assuming all other market-making conditions remain constant,
increases in client activity levels or bid/offer spreads tend to result in
increases in net revenues, and decreases tend to have the opposite effect.
However, changes in market-making conditions can materially impact client
activity levels and bid/offer spreads, as well as the fair value of our
inventory. For example, a decrease in liquidity in the market could have the
impact of (i) increasing our bid/offer spread, (ii) decreasing investor
confidence and thereby decreasing client activity levels, and (iii) widening of
credit spreads on our inventory positions.

Goldman Sachs September 2021 Form 10-Q 110

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  Table of Contents
THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis

The table below presents our Global Markets assets.



                                            As of

                                    September
                                                    December
$ in millions                            2021           2020
Cash and cash equivalents                  $

                                      107,808       $ 86,663
Collateralized agreements             353,698        212,711
Customer and other receivables        151,242        110,473
Trading assets                        350,660        339,349
Investments                            51,525         52,929
Loans                                  51,167         33,214
Other assets                           11,337          9,267
Total                              $1,077,437       $844,606

The table below presents our Global Markets operating results.



                                        Three Months                           Nine Months
                                      Ended September                        Ended September

$ in millions                          2021           2020                    2021           2020
FICC intermediation                 $ 1,995        $ 2,170                 $ 7,343        $ 8,493
FICC financing                          513            332                   1,378          1,213
FICC                                  2,508          2,502                   8,721          9,706

Equities intermediation               1,920          1,466                   6,271          5,193
Equities financing                    1,183            585                   3,100          1,993
Equities                              3,103          2,051                   9,371          7,186
Net revenues                          5,611          4,553                  18,092         16,892
Provision for credit losses             (24 )          (15 )                   (30 )          236
Operating expenses                    2,794          2,542                  10,352         10,568
Pre-tax
earnings                              2,841          2,026                   7,770          6,088
Provision for taxes                     597            122                   1,524          1,742
Net earnings                          2,244          1,904                   6,246          4,346
Preferred stock dividends                54             88                     205            261
Net earnings to common              $ 2,190        $ 1,816                 $ 6,041        $ 4,085

Average common equity               $46,959        $39,960                 $44,067        $40,542
Return on average common equity       18.7%          18.2%                  

18.3% 13.4%

The table below presents our Global Markets net revenues by line item in the consolidated statements of earnings.



                                                                     Global
$ in millions                           FICC        Equities        Markets
Three Months Ended September 2021
Market making                         $1,716          $2,213        $ 3,929
Commissions and fees                       -             842            842
Other principal transactions             122              50            172
Net interest income                      670              (2 )          668
Total                                 $2,508          $3,103        $ 5,611

Three Months Ended September 2020
Market making                         $1,903          $1,424        $ 3,327
Commissions and fees                       -             734            734
Other principal transactions              39              (7 )           32
Net interest income                      560            (100 )          460
Total                                 $2,502          $2,051        $ 4,553

Nine Months Ended September 2021
Market making                         $6,474          $6,622        $13,096
Commissions and fees                       -           2,670          2,670
Other principal transactions             306              49            355
Net interest income                    1,941              30          1,971
Total                                 $8,721          $9,371        $18,092

Nine Months Ended September 2020
Market making                         $7,803          $4,993        $12,796
Commissions and fees                       -           2,522          2,522
Other principal transactions             (26 )             -            (26 )
Net interest income                    1,929            (329 )        1,600
Total                                 $9,706          $7,186        $16,892


In the table above:

• The difference between commissions and fees and those in the consolidated


    statements of earnings represents commissions and fees included in our
    Consumer & Wealth Management segment.


• See "Net Revenues" for further information about market making revenues,

commissions and fees, other principal transactions revenues and net interest

income. See Note 25 to the consolidated financial statements for net interest

income by business segment.

• The primary driver of net revenues for FICC intermediation was client

activity.




Operating Environment.
During the third quarter of 2021, Global Markets operated in an environment
generally characterized by continued economic recovery and continued monetary
and fiscal support from central banks and governments globally, which
contributed to solid client activity levels. Market volatility was generally
range-bound during the quarter, with the average daily VIX index up 2%, the
average daily MOVE index up 5% and the average daily CVIX index down 5%,
although volatility in commodities was heightened in oil, natural gas and power.
Equity markets remained stable and at near-record levels, as the S&P 500 Index
was roughly flat and the MSCI World Index decreased by 1% during the quarter. In
the same time period, the yield on
10-year
U.K. Gilts increased by approximately 30 basis points and the yield on
10-year
U.S. Treasury securities increased by approximately 10 basis points. If
macroeconomic conditions lead to a decline in activity levels or volatility, net
revenues in Global Markets would likely be negatively impacted.
Three Months Ended September 2021 versus September 2020.
Net revenues in Global Markets were $5.61 billion for the third quarter of 2021,
23% higher than the third quarter of 2020.
Net revenues in FICC were $2.51 billion, essentially unchanged compared with the
third quarter of 2020. Net revenues in FICC financing were significantly higher,
primarily from mortgage lending. Net revenues in FICC intermediation were lower,
reflecting significantly lower net revenues in interest rate products, credit
products and mortgages, partially offset by significantly higher net revenues in
commodities and higher net revenues in currencies.

111 Goldman Sachs September 2021 Form 10-Q

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  Table of Contents
THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis

The decrease in FICC intermediation net revenues reflected the impact of less
favorable market-making conditions on our inventory. The following provides
information about our FICC intermediation net revenues by business, compared
with results in the third quarter of 2020:

• Net revenues in interest rates products and mortgages reflected the impact of

less favorable market-making conditions on our inventory.

• Net revenues in credit products primarily reflected lower client activity.

• Net revenues in commodities and currencies primarily reflected the impact of

improved market-making conditions on our inventory.




Net revenues in Equities were $3.10 billion, 51% higher than the third quarter
of 2020, due to significantly higher net revenues in both Equities financing,
reflecting increased client activity (including higher average client balances),
and Equities intermediation, reflecting significantly higher net revenues in
both derivatives and cash products.
Provision for credit losses was a net benefit of $24 million for the third
quarter of 2021, compared with a net benefit of $15 million for the third
quarter of 2020.
Operating expenses were $2.79 billion for the third quarter of 2021, 10% higher
than the third quarter of 2020, primarily reflecting higher transaction based
expenses.
Pre-tax
earnings were $2.84 billion for the third quarter of 2021, 40% higher than the
third quarter of 2020.
Nine Months Ended September 2021 versus September 2020.
Net revenues in Global Markets were $18.09 billion for the first nine months of
2021, 7% higher than the first nine months of 2020.
Net revenues in FICC were $8.72 billion for the first nine months of 2021, 10%
lower than the first nine months of 2020, due to lower net revenues in FICC
intermediation, reflecting significantly lower net revenues in interest rate
products, credit products and currencies, partially offset by significantly
higher net revenues in mortgages and higher net revenues in commodities. Net
revenues in FICC financing were higher, reflecting significantly higher net
revenues from mortgage lending, partially offset by significantly lower net
revenues from resale agreements.
The decrease in FICC intermediation net revenues reflected solid but
significantly lower client activity compared with strong activity levels in the
prior year period 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 period. The following provides information about our FICC intermediation
net revenues by business, compared with results in the first nine months of
2020:

• Net revenues in interest rate products, 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 and commodities reflected the impact of improved

market-making conditions on our inventory.




Net revenues in Equities were $9.37 billion, 30% higher than the first nine
months of 2020, due to significantly higher net revenues in both Equities
financing, primarily reflecting increased activity (including higher average
client balances), and Equities intermediation, reflecting significantly higher
net revenues in both derivatives and cash products.
Provision for credit losses was a net benefit of $30 million for the first nine
months of 2021, compared with net provisions of $236 million for the first nine
months of 2020, primarily reflecting reserve reductions in the current year
period reflecting continued improvement in the broader economic environment
following challenging conditions in the first nine months of 2020 resulting from
the
COVID-19
pandemic.
Operating expenses were $10.35 billion for the first nine months of 2021, 2%
lower than the first nine months of 2020, reflecting significantly lower net
provisions for litigation and regulatory proceedings, partially offset by higher
compensation and benefits expenses (reflecting strong performance) and higher
transaction based expenses.
Pre-tax
earnings were $7.77 billion for the first nine months of 2021, 28% higher than
the first nine months of 2020. Annualized ROE was 18.3% for the first nine
months of 2021, compared with 13.4% for the first nine months of 2020 (which
included the impact of net provisions for litigation and regulatory proceedings
that reduced annualized ROE by 6.1 percentage points).

Goldman Sachs September 2021 Form 10-Q 112

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  Table of Contents
THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis

Asset Management
We manage client assets across a broad range of investment strategies and asset
classes for a diverse set of institutional clients and a network of third-party
distributors around the world, including equity, fixed income and alternative
investments. We provide investment solutions including those managed on a
fiduciary basis by our portfolio managers, as well as those managed by a variety
of third-party managers. We offer our investment solutions in a variety of
structures, including separately managed accounts, mutual funds, private
partnerships and other comingled vehicles. These solutions begin with
identifying clients' objectives and continue through portfolio construction,
ongoing asset allocation and risk management and investment realization.
In addition to managing client assets, 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.
Asset Management generates revenues from the following:

• Management and other fees.

The majority of revenues in management and other fees consists

of asset-based fees on client assets that we manage. For further information

about AUS, see "Assets Under Supervision" below. The fees that we charge vary

by asset class, distribution 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.



• Equity investments.

Our alternative investing activities relate to public and private equity

investments in corporate, real estate and infrastructure assets. We also make

investments through consolidated investment entities (CIEs), substantially all

of which are engaged in real estate investment activities.

• Lending and debt investments.

We invest in corporate debt and provide financing for real estate and other

assets. These activities include investments in mezzanine debt, senior debt

and distressed debt securities.




The table below presents our Asset Management asset
s
.

                                           As of

                                   September
                                                   December
$ in millions                           2021           2020
Cash and cash equivalents            $12,905        $ 8,635
Collateralized agreements              5,565          4,749
Customer and other receivables         1,012          1,261
Trading assets                         5,127          6,819
Investments                           33,678         34,386
Loans                                 15,792         16,558
Other assets                          19,984         23,343
Total                                $94,063        $95,751

The table below presents our Asset Management operating results.



                                       Three Months                         Nine Months
                                      Ended September                     Ended September

$ in millions                          2021          2020                  2021           2020
Management and other fees               $

                                        724       $   728               $ 2,144        $ 2,052
Incentive fees                          100            28                   220            216
Equity investments                      935         1,423                 7,772          2,325
Lending and debt investments            520           589                 1,889            180
Net revenues                          2,279         2,768                12,025          4,773
Provision for credit losses              10            70                    (2 )          420
Operating expenses                      823         1,358                 4,656          3,888
Pre-tax
earnings                              1,446         1,340                 7,371            465
Provision for taxes                     331           482                 1,446            133
Net earnings                          1,115           858                 5,925            332
Preferred stock dividends                19            19                    72             59
Net earnings to common              $ 1,096       $   839               $ 5,853        $   273

Average common equity               $25,788       $19,989               $25,294        $20,332
Return on average common equity       17.0%         16.8%                 30.9%           1.8%


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

                      Three Months                       Nine Months
                    Ended September                    Ended September

$ in millions        2021          2020                 2021         2020
Equity Type
Private equity     $1,753        $  642               $7,350       $1,392
Public equity        (818 )         781                  422          933
Total                  $

                      935        $1,423               $7,772       $2,325

Asset Class
Real estate            $

                      677        $  221               $1,649       $1,259
Corporate             258         1,202                6,123        1,066
Total                  $

                      935        $1,423               $7,772       $2,325


The table below presents details about our Lending and debt investments net
revenues.

                                    Three Months                      Nine Months
                                  Ended September                   Ended September

$ in millions                      2021         2020                 2021         2020
Fair value net gains/(losses)        $                                 $

                                    214       $  313                  951       $ (545 )
Net interest income                 306          276                  938          725
Total                                $

                                    520       $  589               $1,889       $  180

113 Goldman Sachs September 2021 Form 10-Q

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  Table of Contents
THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis

Operating Environment.
During the third quarter of 2021, the operating environment for Asset Management
reflected relatively stable equity prices and credit spreads compared with the
second quarter of 2021, amid continued economic recovery and continued monetary
and fiscal support from central banks and governments globally. If optimism
about the economic outlook declines or the ongoing efforts to mitigate the
impact of the
COVID-19
pandemic are ineffective, it may lead to a decline in asset prices, widening of
credit spreads, and investors transitioning to asset classes that typically
generate lower fees or investors withdrawing their assets, and net revenues in
Asset Management would likely be negatively impacted.
Three Months Ended September 2021 versus September 2020.
Net revenues in Asset Management were $2.28 billion for the third quarter of
2021, 18% lower than the third quarter of 2020, primarily driven by
significantly lower net revenues in Equity investments. In addition, net
revenues in Lending and debt investments were lower, while Incentive fees were
higher.
The decrease in Equity investments net revenues reflected significant net losses
from investments in public equities during the quarter compared with net gains
in the third quarter of 2020, partially offset by significantly higher net gains
from investments in private equities, driven by company-specific events,
primarily sales. The decrease in Lending and debt investments net revenues
reflected lower net gains from investments in debt instruments.
Management and other fees were essentially unchanged, primarily reflecting
higher fee waivers on money market funds, offset by the impact of higher average
assets under supervision. The increase in Incentive fees was due to harvesting.
Provision for credit losses was $10 million for the third quarter of 2021,
compared with $70 million for the third quarter of 2020.
Operating expenses were $823 million for the third quarter of 2021, 39% lower
than the third quarter of 2020, reflecting significantly lower compensation and
benefits expenses.
Pre-tax
earnings were $1.45 billion for the third quarter of 2021, 8% higher than the
third quarter of 2020.
Nine Months Ended September 2021 versus September 2020.
Net revenues in Asset Management were $12.03 billion for the first nine months
of 2021, compared with $4.77 billion for the first nine months of 2020,
primarily reflecting significantly higher net revenues in Equity investments and
Lending and debt investments.
The increase in Equity investments net revenues reflected significantly higher
net gains from investments in private equities, driven by company-specific
events, including sales and capital raises, and improved corporate performance
versus a challenging first nine months of 2020. This increase was partially
offset by significantly lower net gains from investments in public equities.
The increase in Lending and debt investments net revenues reflected net gains
from investments in debt instruments compared with net losses in the prior year
period, and significantly higher net interest income.
The increase in Management and other fees reflected the impact of higher average
assets under supervision and higher other fees, partially offset by higher fee
waivers on money market funds. Incentive fees were essentially unchanged.
Provision for credit losses was a net benefit of $2 million for the first nine
months of 2021, compared with net provisions of $420 million for the first nine
months of 2020, primarily due to reserve reductions in the current year period
reflecting continued improvement in the broader economic environment following
challenging conditions in the first nine months of 2020 resulting from the
COVID-19
pandemic.
Operating expenses were $4.66 billion for the first nine months of 2021, 20%
higher than the first nine months of 2020, primarily reflecting significantly
higher compensation and benefits expenses (reflecting strong performance).
Pre-tax
earnings were $7.37 billion for the first nine months of 2021, compared with
$465 million for the first nine months of 2020.
Consumer & Wealth Management
Consumer & Wealth Management helps clients achieve their individual financial
goals by providing a broad range of wealth advisory and banking services,
including financial planning, investment management, deposit taking, and
lending. Services are offered through our global network of advisors and via our
digital platforms.
Wealth Management.
Wealth management provides 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 corporations that sponsor financial wellness
programs for their employees.

Goldman Sachs September 2021 Form 10-Q 114

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  Table of Contents
THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis

We offer personalized financial planning inclusive of income and liability
management, compensation and benefits analysis, trust and estate structuring,
tax optimization, philanthropic giving, and asset protection. We also provide
customized investment advisory solutions, and offer structuring and execution
capabilities in security 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 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.
Wealth management generates revenues from the following:

• Management and other fees.

Includes fees related to managing assets, providing investing and wealth

advisory solutions, providing financial planning and counseling services via

Ayco Personal Finance Management, and executing brokerage transactions for

wealth management clients.

• Incentive fees.

In certain circumstances, we also receive incentive fees from wealth

management clients based on a percentage of a fund'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.

Includes net interest income allocated to deposit-taking and net interest

income earned on lending activities for wealth management clients.




Consumer Banking.
Our Consumer banking business issues unsecured loans, through our digital
platform,
Marcus by Goldman Sachs
(Marcus),
and credit cards, to finance the purchases of goods or services. We also accept
deposits through Marcus, in Goldman Sachs Bank USA (GS Bank USA) and GSIB. These
deposits include savings and time deposits which provide us with a diversified
source of funding. Additionally, we provide investing services through
Marcus Invest
, currently offered in the U.S.
Consumer banking revenues consist of net interest income earned on unsecured
loans issued to consumers through Marcus and credit card lending activities, and
net interest income allocated to consumer deposits.
The table below presents our Consumer & Wealth Management assets.

                                           As of

                                   September
                                                   December
$ in millions                           2021           2020
Cash and cash equivalents           $ 37,073       $ 25,814
Collateralized agreements             15,127         12,518
Customer and other receivables        10,647          7,132
Trading assets                        13,758         17,969
Investments                               59             52
Loans                                 50,237         39,799
Other assets                           3,249          3,145
Total                               $130,150       $106,429


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

                                       Three Months                       Nine Months
                                     Ended September                    Ended September

$ in millions                          2021         2020                  2021         2020
Management and other fees           $ 1,223       $  957               $ 3,409       $2,854
Incentive fees                          121            7                   162           86
Private banking and lending             292          201                   816          538
Wealth management                     1,636        1,165                 4,387        3,478

Consumer banking                        382          326                 1,116          866
Net revenues                          2,018        1,491                 5,503        4,344
Provision for credit losses             148           52                   274          537
Operating expenses                    1,631        1,237                 4,499        3,680
Pre-tax
earnings                                239          202                   730          127
Provision for taxes                      51           66                   143           36
Net earnings                            188          136                   587           91
Preferred stock dividends                 8           10                    29           29
Net earnings to common                  $                                  $

                                        180       $  126                   558       $   62

Average common equity               $10,740       $8,519               $10,475       $7,715
Return on average common equity        6.7%         5.9%                  

7.1% 1.1%




Operating Environment.
During the third quarter of 2021, market and economic conditions contributed to
a favorable backdrop for consumer banking and wealth management activities.
Global equity prices remained stable and, in the U.S., unemployment decreased
and consumer spending increased compared with the end of the second quarter of
2021, aided by continued economic recovery and continued support from central
banks and governments globally. If optimism about the economic outlook declines
or the ongoing efforts to mitigate the impact of the
COVID-19
pandemic are ineffective, it may lead to a decline in asset prices, investors
favoring asset classes that typically generate lower fees, investors withdrawing
their assets and consumers withdrawing their deposits or deterioration in
consumer credit, net revenues and the provision for credit losses in Consumer &
Wealth Management would likely be negatively impacted.
Three Months Ended September 2021 versus September 2020.
Net revenues in Consumer & Wealth Management were $2.02 billion for the third
quarter of 2021, 35% higher than the third quarter of 2020.

115 Goldman Sachs September 2021 Form 10-Q

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  Table of Contents
THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis

Net revenues in Wealth management were $1.64 billion, 40% higher than the third
quarter of 2020. Management and other fees were significantly higher, primarily
reflecting the impact of higher average assets under supervision. Incentive fees
were significantly higher, due to harvesting, and net revenues in Private
banking and lending were higher, primarily reflecting higher loan balances.
Net revenues in Consumer banking were $382 million, 17% higher than the third
quarter of 2020, reflecting higher credit card and deposit balances.
Provision for credit losses was $148 million for the third quarter of 2021,
compared with $52 million for the third quarter of 2020, primarily reflecting
increased portfolio growth in credit cards, while the prior year period was
positively impacted by reserve reductions from paydowns on consumer installment
loans.
Operating expenses were $1.63 billion for the third quarter of 2021, 32% higher
than the third quarter of 2020, primarily reflecting significantly higher
compensation and benefits expenses (reflecting strong performance).
Pre-tax
earnings were $239 million for the third quarter of 2021, 18% higher than the
third quarter of 2020.
Nine Months Ended September 2021 versus September 2020.
Net revenues in Consumer & Wealth Management were $5.50 billion for the first
nine months of 2021, 27% higher than the first nine months of 2020.
Net revenues in Wealth management were $4.39 billion, 26% higher than the first
nine months of 2020, due to higher Management and other fees, primarily
reflecting the impact of higher average assets under supervision, and
significantly higher net revenues in Private banking and lending, primarily
reflecting higher loan balances. In addition, Incentive fees were higher, due to
harvesting.
Net revenues in Consumer banking were $1.12 billion, 29% higher than the first
nine months of 2020, reflecting higher deposit and credit card balances.
Provision for credit losses was $274 million for the first nine months of 2021,
49% lower than the first nine months of 2020, primarily due to reserve
reductions in the current year period reflecting continued improvement in the
broader economic environment following challenging conditions in the first nine
months of 2020 resulting from the
COVID-19
pandemic, partially offset by increased portfolio growth in credit cards,
including approximately $185 million of provisions related to the pending
acquisition of the General Motors
co-branded
portfolio.
Operating expenses were $4.50 billion for the first nine months of 2021, 22%
higher than the first nine months of 2020, primarily reflecting significantly
higher compensation and benefits expenses (reflecting strong performance).
Pre-tax
earnings were $730 million for the first nine months of 2021, compared with
$127 million for the first nine months of 2020.
Assets Under Supervision
AUS includes our institutional clients' assets and assets sourced through
third-party distributors (both included in our Asset Management segment), as
well as
high-net-worth
clients' assets (included in our Consumer & Wealth Management segment), 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 segment, asset class, distribution channel, region and vehicle.

                                  As of September

$ in billions                      2021         2020
Segment
Asset Management                 $1,678       $1,461
Consumer & Wealth Management        694          575
Total AUS                        $2,372       $2,036
Asset Class
Alternative investments              $            $

                                    224          182
Equity                              569          421
Fixed income                        940          856
Total long-term AUS               1,733        1,459
Liquidity products                  639          577
Total AUS                        $2,372       $2,036
Distribution Channel
Institutional                        $            $

                                    812          725
Wealth management                   694          575
Third-party distributed             866          736
Total AUS                        $2,372       $2,036
Region
Americas                         $1,853       $1,563
EMEA                                339          305
Asia                                180          168
Total AUS                        $2,372       $2,036
Vehicle
Separate accounts                $1,300       $1,120
Public funds                        776          673
Private funds and other             296          243
Total AUS                        $2,372       $2,036


In the table above:

• Liquidity products includes money market funds and private bank deposits.





•   EMEA represents Europe, Middle East and Africa.


Goldman Sachs September 2021 Form 10-Q 116

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  Table of Contents
THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis

Asset classes, such as alternative investment and equity assets, typically
generate higher fees relative to fixed income and liquidity product assets. The
average effective management fee (which excludes non-asset-based fees) we earned
on our firmwide AUS was 29 basis points for each of the three and nine months
ended September 2021 and September 2020.
We earn management fees on client assets that we manage and also receive
incentive fees based on a percentage of a fund's or a separately managed
account's return, or when the return exceeds a specified benchmark or other
performance targets. These incentive fees are recognized when it is probable
that a significant reversal of such fees will not occur. Our estimated
unrecognized incentive fees were $2.93 billion as of September 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.
The table below presents changes in our AUS.

                                                 Three Months                        Nine Months
                                                Ended September                    Ended September

$ in billions                                    2021         2020                  2021         2020
Asset Management
Beginning balance                              $1,633       $1,499                $1,530       $1,298
Net inflows/(outflows):
Alternative investments                             3           (3 )                   9           (6 )
Equity                                              3           (5 )                   1            -
Fixed income                                       27           22                    55           35
Total long-term AUS net inflows/(outflows)         33           14                    65           29
Liquidity products                                 11          (86 )                  56          101
Total AUS net inflows/(outflows)
                                                   44          (72 )                 121          130
Net market appreciation/(depreciation)              1           34                    27           33
Ending balance                                 $1,678       $1,461                $1,678       $1,461

Consumer & Wealth Management
Beginning balance                                  $                                  $

                                                  672       $  558                   615       $  561
Net inflows/(outflows):
Alternative investments                             6            2                    13            2
Equity                                              9            -                    28            -
Fixed income                                        1            2                     2           (6 )
Total long-term AUS net inflows/(outflows)         16            4                    43           (4 )
Liquidity products                                  6           (4 )                   -           14

Total AUS net inflows/(outflows)


                                                   22            -                    43           10
Net market appreciation/(depreciation)              -           17                    36            4
Ending balance                                     $                                  $

                                                  694       $  575                   694       $  575

Firmwide
Beginning balance                              $2,305       $2,057                $2,145       $1,859
Net inflows/(outflows):
Alternative investments                             9           (1 )                  22           (4 )
Equity                                             12           (5 )                  29           -
Fixed income                                       28           24                    57           29
Total long-term AUS net inflows/(outflows)         49           18                   108           25
Liquidity products                                 17          (90 )                  56          115
Total AUS net inflows/(outflows)
                                                   66          (72 )                 164          140
Net market appreciation/(depreciation)              1           51                    63           37
Ending balance                                 $2,372       $2,036                $2,372       $2,036


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

                                                   Average for the

                                   Three Months                        Nine Months
                                  Ended September                    Ended September

$ in billions                      2021         2020                  2021         2020
Segment
Asset Management                 $1,663       $1,512                $1,602       $1,412
Consumer & Wealth Management        688          571                   656          555
Total AUS                        $2,351       $2,083                $2,258       $1,967

Asset Class
Alternative investments              $                                  $

                                    217       $  181                   205       $  182
Equity                              569          418                   532          398
Fixed income                        932          844                   911          815
Total long-term AUS               1,718        1,443                 1,648        1,395
Liquidity products                  633          640                   610          572
Total AUS                        $2,351       $2,083                $2,258       $1,967


In addition to our AUS, we have discretion over alternative investments where we
currently do not earn management fees
(non-fee-earning
alternative assets).

117 Goldman Sachs September 2021 Form 10-Q

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  Table of Contents
THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis

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



                                                                          Total
                                              Non-fee-earning       alternative
$ in billions                    AUS       alternative assets            assets
As of September 2021
Corporate equity                $ 92                     $ 74              $166
Credit                            23                       70                93
Real estate                       19                       45                64
Hedge funds and multi-asset       90                        2                92
Other                              -                        1                 1
Total                           $224                     $192              $416

As of September 2020
Corporate equity                $ 79                     $ 42              $121
Credit                            18                       61                79
Real estate                       16                       44                60
Hedge funds and multi-asset       69                        1                70
Other                              -                        1                 1
Total                           $182                     $149              $331


In the table above:


•   Corporate equity primarily includes private equity.



•   Total alternative assets included uncalled capital that is available for

future investing of $47 billion as of September 2021 and $37 billion as of

September 2020.



• Non-fee-earning

alternative assets primarily includes investments that we hold on our balance

sheet, our unfunded commitments, unfunded commitments of our clients (where we

do not charge fees on commitments), credit facilities collateralized by fund

assets and employee funds. Our calculation of

non-fee-earning

alternative assets may not be comparable to similar calculations used by other

companies.




In the beginning of 2020, we announced a strategic objective of growing our
third-party alternatives business, and established targets of achieving net
inflows of $100 billion and gross inflows of $150 billion for alternative assets
over five years.
The table below presents information about third-party commitments raised in our
alternatives business during 2020 and through the third quarter of 2021.

                                            As of

$ in billions                      September 2021
Included in AUS                               $50
Included in
non-fee-earning
alternative assets                             40
Third-party commitments raised                $90


In the table above, commitments included in
non-fee-earning
alternative assets included approximately $27 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 our Asset
Management segment that we hold on our balance sheet.

                                                                               CIE
                                           Debt           Equity       investments
$ in billions            Loans       securities       securities         and other       Total
As of September 2021
Corporate equity            $                $                                  $

                             -                -              $16                 -         $16
Credit                       8               11                -                 -          19
Real estate                  8                2                4                17          31
Other                        -                -                -                 1           1
Total                      $16              $13              $20               $18         $67

As of September 2020
Corporate equity            $                $                                  $

                             -                -              $16                 -         $16
Credit                       8               11                -                 -          19
Real estate                  9                2                3                20          34
Other                        -                -                -                 1           1
Total                      $17              $13              $19               $21         $70


Loans and Debt Securities.
The table below presents the concentration of loans and debt securities within
our alternative investments by accounting classification, region and industry.

                                           As of September

$ in billions                                2021        2020
Loans                                         $16         $17
Debt securities                                13          13
Total                                         $29         $30

Accounting Classification
Debt securities at fair value                 45%         43%
Loans at amortized cost                       43%         44%
Loans at fair value                           12%         13%
Total                                        100%        100%

Region
Americas                                      47%         46%
EMEA                                          34%         33%
Asia                                          19%         21%
Total                                        100%        100%

Industry
Consumers                                      4%          4%
Financial Institutions                         8%          8%
Healthcare                                     9%          8%
Industrials                                   15%         16%
Natural Resources & Utilities                  3%          4%
Real Estate                                   36%         35%
Technology, Media & Telecommunications        14%         13%
Other                                         11%         12%
Total                                        100%        100%


Goldman Sachs September 2021 Form 10-Q 118

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  Table of Contents
THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis

Equity.

The table below presents the concentration of equity securities within our alternative investments by region and industry.



                                           As of September

$ in billions                                2021        2020
Equity securities                             $20         $19

Region
Americas                                      57%         52%
EMEA                                          23%         16%
Asia                                          20%         32%
Total                                        100%        100%

Industry
Financial Institutions                        14%         23%
Healthcare                                    10%          8%
Industrials                                    7%          5%
Natural Resources & Utilities                  8%          7%
Real Estate                                   21%         18%
Technology, Media & Telecommunications        32%         33%
Other                                          8%          6%
Total                                        100%        100%


In the table above:

• Equity securities included $16 billion of private equity positions as of both

September 2021 and September 2020, and $4 billion as of September 2021 and

$3 billion as of September 2020 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 September 2021 were

4% for multifamily (2% as of September 2020), 4% for office (3% as of

September 2020), 6% for mixed use (6% as of September 2020) and 7% for other

real estate equity securities (7% as of September 2020).

The table below presents the concentration of equity securities within our alternative investments by vintage.



                      Vintage
As of September 2021
2014 or earlier           25%
2015 - 2017               34%
2018 - thereafter         41%
Total                    100%

As of September 2020
2013 or earlier           32%
2014 - 2016               35%
2017 - thereafter         33%
Total                    100%


As we continue to grow our third-party alternatives business, we remain focused
on our strategic objective, announced in January 2020, to reduce the capital
intensity of the Asset Management segment by reducing our
on-balance
sheet equity investments.
The table below presents the rollforward of our equity securities from the
beginning of 2020 through the third quarter of 2021.

$ in billions         Total Equity
Beginning balance             $ 22
Additions                        5
Dispositions                   (16 )
Mark-ups                         9
Ending balance                $ 20


CIE Investments and Other.
CIE investments and other included assets held by CIEs of $17 billion as of
September 2021 and $21 billion as of September 2020, which were funded with
liabilities of approximately $9 billion as of September 2021 and $12 billion as
of September 2020. Substantially all such liabilities were nonrecourse, thereby
reducing our equity at risk.
The table below presents the concentration of CIE assets, net of financings,
within our alternative investments by region and asset class.

                                  As of September

$ in billions                       2021        2020
CIE assets, net of financings         $8          $9

Region
Americas                             63%         62%
EMEA                                 25%         21%
Asia                                 12%         17%
Total                               100%        100%

Asset Class
Hospitality                           4%          4%
Industrials                          11%          8%
Multifamily                          24%         24%
Office                               26%         30%
Retail                                5%          6%
Senior Housing                       14%         12%
Student Housing                       6%          7%
Other                                10%          9%
Total                               100%        100%

The table below presents the concentration of CIE assets, net of financings, within our alternative investments by vintage.



                         Vintage
As of September 2021
2014 or earlier               2%
2015 - 2017                  27%
2018 - thereafter            71%
Total                       100%

As of September 2020
2013 or earlier               1%
2014 - 2016                  18%
2017 - thereafter            81%
Total                       100%


Geographic Data
See Note 25 to the consolidated financial statements for a summary of our total
net revenues and
pre-tax
earnings by geographic region.

119 Goldman Sachs September 2021 Form 10-Q

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  Table of Contents
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, the size and
composition of our balance sheet also reflects factors, including (i) our
overall risk tolerance, (ii) the amount of capital we hold and (iii) our funding
profile, among other factors. See "Capital Management and Regulatory Capital -
Capital Management" for information about our capital management process.
Although our balance sheet fluctuates on a
day-to-day
basis, our total assets at
quarter-end
and
year-end
dates are generally not materially different from those occurring within our
reporting periods.
In order to ensure appropriate risk management, we seek to maintain a
sufficiently liquid balance sheet and have processes in place to dynamically
manage our assets and liabilities, which include (i) balance sheet planning,
(ii) balance sheet limits, (iii) monitoring of key metrics and (iv) scenario
analyses.
Balance Sheet Planning.
We prepare a balance sheet plan that combines our projected total assets and
composition of assets with our expected funding sources over a three-year time
horizon. This plan is reviewed quarterly and may be adjusted in response to
changing business needs or market conditions. The objectives of this planning
process are:

• To develop our balance sheet projections, taking into account the general

state of the financial markets and expected business activity levels, as well

as regulatory requirements;

• To allow Treasury and our independent risk oversight and control functions to

objectively evaluate balance sheet limit requests from our revenue-producing

units in the context of our overall balance sheet constraints, including our

liability profile and capital levels, and key metrics; and

• To inform the target amount, tenor and type of funding to raise, based on our

projected assets and contractual maturities.

Treasury and our independent risk oversight and control functions, along with
our revenue-producing units, review current and prior period information and
expectations for the year to prepare our balance sheet plan. The specific
information reviewed includes asset and liability size and composition, limit
utilization, risk and performance measures, and capital usage.
Our consolidated balance sheet plan, including our balance sheets by business,
funding projections and projected key metrics, is reviewed and approved by the
Firmwide Asset Liability Committee and the Risk Governance 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 Risk Governance Committee have
the responsibility to review and approve balance sheet limits. These limits are
set at levels which are close to actual operating levels, rather than at levels
which reflect our maximum risk appetite, in order to ensure prompt escalation
and discussion among our revenue-producing units, Treasury and our independent
risk oversight and control functions on a routine basis. Requests for changes in
limits are evaluated after giving consideration to their impact on our key
metrics. Compliance with limits is monitored by our revenue-producing units and
Treasury, as well as our independent risk oversight and control functions.
Monitoring of Key Metrics.
We monitor key balance sheet metrics both by business and on a consolidated
basis, including asset and liability size and composition, limit utilization and
risk measures. We allocate assets to businesses and review and analyze movements
resulting from new business activity, as well as market fluctuations.
Scenario Analyses.
We conduct various scenario analyses, including as part of the Comprehensive
Capital Analysis and Review (CCAR) and 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.

Goldman Sachs September 2021 Form 10-Q 120

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  Table of Contents
THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis

Balance Sheet Analysis and Metrics
As of September 2021, total assets in our consolidated balance sheets were
$1.44 trillion, an increase of $280.20 billion from December 2020, primarily
reflecting increases in collateralized agreements of $149.51 billion (primarily
reflecting the impact of our and our clients' activities), cash and cash
equivalents of $55.99 billion (primarily reflecting our activity), customer and
other receivables of $50.45 billion (primarily reflecting client activity), and
loans of $27.51 billion (primarily reflecting increases in wealth management,
residential real estate and corporate loans).
As of September 2021, total liabilities in our consolidated balance sheets were
$1.34 trillion, an increase of $269.84 billion from December 2020, primarily
reflecting increases in deposits of $73.08 billion (primarily reflecting
increases in institutional, transaction banking, private bank, consumer, and
deposit sweep programs deposits), customer and other payables of $61.46 billion
(primarily reflecting client activity), collateralized financings of
$54.61 billion (primarily reflecting the impact of our and our clients'
activities), trading liabilities of $50.54 billion (primarily reflecting the
impact of our and our clients' activities in government obligations and
equities, partially offset by the impact of interest rates and currency
movements on derivative instruments), and unsecured borrowings of $25.42 billion
(primarily driven by new issuances partially offset by maturities).
Our total securities sold under agreements to repurchase (repurchase
agreements), accounted for as collateralized financings, were $167.34 billion as
of September 2021 and $126.57 billion as of December 2020, which were 7% higher
as of September 2021 and 24% higher as of December 2020 than the average daily
amount of repurchase agreements over the respective quarters. As of
September 2021, the increase in our repurchase agreements relative to the
average daily amount of repurchase agreements during the quarter resulted from
higher levels of our and our clients' activities at the end of the period.
The level of our repurchase agreements fluctuates between and within periods,
primarily due to providing clients with access to highly liquid collateral, such
as certain government and agency obligations, through collateralized financing
activities.
The table below presents information about our balance sheet and leverage
ratios.

                                             As of

                                    September         December
$ in millions                            2021             2020
Total assets                       $1,443,230       $1,163,028
Unsecured long-term borrowings             $

                                      242,780       $  213,481
Total shareholders' equity                 $

                                      106,297       $   95,932
Leverage ratio                          13.6x            12.1x
Debt-to-equity
ratio                                    2.3x             2.2x


In the table above:

• The leverage ratio equals total assets divided by total shareholders' equity

and measures the proportion of equity and debt we use to finance assets. This


    ratio is different from the leverage ratios included in Note 20 to the
    consolidated financial statements.


• The

debt-to-equity

ratio equals unsecured long-term borrowings divided by total shareholders'

equity.




The table below presents information about our shareholders' equity and book
value per common share, including the reconciliation of common shareholders'
equity to tangible common shareholders' equity.

                                                     As of

                                            September        December
$ in millions, except per share amounts          2021            2020
Total shareholders' equity                   $106,297        $ 95,932
Preferred stock                                (9,953 )       (11,203 )
Common shareholders' equity                    96,344          84,729
Goodwill                                       (4,326 )        (4,332 )
Identifiable intangible assets                   (497 )          (630 )

Tangible common shareholders' equity $ 91,521 $ 79,767



Book value per common share                  $ 277.25        $ 236.15

Tangible book value per common share $ 263.37 $ 222.32

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 conditions

(collectively, basic shares) of 347.5 million as of September 2021 and

358.8 million as of December 2020. 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.



121   Goldman Sachs September 2021 Form 10-Q


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  Table of Contents
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 diversified funding sources globally across products,
programs, markets, currencies and creditors to avoid funding concentrations.
The table below presents information about our funding sources.

                                                       As of

$ in millions                         September 2021             December 2020
Deposits                            $333,038        35%       $259,962        33%
Collateralized financings            228,558        24%        173,947        22%

Unsecured short-term borrowings 48,990 5% 52,870

6%

Unsecured long-term borrowings 242,780 25% 213,481


  27%
Total shareholders' equity           106,297        11%         95,932        12%
Total                               $959,663       100%       $796,192       100%


Our funding is primarily raised in U.S. dollar, Euro, British pound and Japanese
yen. We generally distribute our funding products through our own sales force
and third-party distributors to a large, diverse creditor base in a variety of
markets in the Americas, Europe and Asia. We believe that our relationships with
our creditors are critical to our liquidity. Our creditors include banks,
governments, securities lenders, corporations, pension funds, insurance
companies, mutual funds and individuals. We have imposed various internal
guidelines to monitor creditor concentration across our funding programs.
Deposits.
Our deposits provide us with a diversified source of funding and reduce our
reliance on wholesale funding. We raise deposits, including savings, demand and
time deposits, from private bank clients, consumers, transaction banking
clients, other institutional clients, and through internal and third-party
broker-dealers. Substantially all of our deposits are raised through GS Bank USA
and GSIB. See Note 13 to the consolidated financial statements for further
information about our deposits.
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. 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.
The weighted average maturity of our secured funding included in collateralized
financings in the consolidated balance sheets, excluding funding that can only
be collateralized by liquid government and agency obligations,
exceeded 120 days as of September 2021.
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.
Assets that are classified in level 3 of the fair value hierarchy are generally
funded on an unsecured basis. See Notes 4 through 10 to the consolidated
financial statements for further information about the classification of
financial instruments in the fair value hierarchy and "Unsecured Long-Term
Borrowings" below for further information about the use of unsecured long-term
borrowings as a source of funding.
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. Our outstanding borrowings against the Federal Home Loan Bank
were $100 million as of September 2021 and we had no outstanding borrowings as
of December 2020. 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.
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.

Goldman Sachs September 2021 Form 10-Q 122

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  Table of Contents
THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis

Unsecured Long-Term Borrowings.
Unsecured long-term borrowings, including structured notes, are raised through
syndicated U.S. registered offerings, U.S. registered and Rule 144A medium-term
note programs, offshore medium-term note offerings and other debt offerings. We
issue in different tenors, currencies and products to maximize the
diversification of our investor base.
The table below presents our quarterly unsecured long-term borrowings maturity
profile.

                           First        Second         Third        Fourth
$ in millions            Quarter       Quarter       Quarter       Quarter          Total
As of September 2021
2022                     $     -        $    -        $    -        $7,767       $  7,767
2023                     $14,396        $7,018        $9,084        $7,820         38,318
2024                     $ 8,629        $9,092        $8,939        $3,580         30,240
2025                     $ 6,868        $9,831        $5,719        $5,588         28,006
2026                     $ 6,231        $3,729        $6,584        $6,061         22,605
2027 - thereafter                                                                 115,844
Total                                                                            $242,780


The weighted average maturity of our unsecured long-term borrowings as of
September 2021 was approximately seven years. To mitigate refinancing risk, we
seek to limit the principal amount of debt maturing over the course of any
monthly, quarterly or annual time horizon. We enter into interest rate swaps to
convert a portion of our unsecured long-term borrowings into floating-rate
obligations to manage our exposure to interest rates. See Note 14 to the
consolidated financial statements for further information about our unsecured
long-term borrowings.
Shareholders' Equity.
Shareholders' equity is a stable and perpetual source of funding. See Note 19 to
the consolidated financial statements for further information about our
shareholders' equity.
Capital Management and Regulatory Capital
Capital adequacy is of critical importance to us. We have in place a
comprehensive capital management policy that provides a framework, defines
objectives and establishes guidelines to assist us in maintaining the
appropriate level and composition of capital in both
business-as-usual
and stressed conditions.
Capital Management
We determine the appropriate amount and composition of our capital by
considering multiple factors, including our current and future regulatory
capital requirements, the results of our capital planning and stress testing
process, the results of resolution capital models and other factors, such as
rating agency guidelines, subsidiary capital requirements, the business
environment and conditions in the financial markets.
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, junior subordinated debt
issued to trusts and other subordinated debt or other forms of capital as
business conditions warrant. Prior to such redemptions or repurchases, we must
receive approval from the FRB. See Notes 14 and 19 to the consolidated financial
statements for further information about our preferred stock, junior
subordinated debt issued to trusts and other subordinated debt.
Capital Planning and Stress Testing Process.
As part of capital planning, we project sources and uses of capital given a
range of business environments, including stressed conditions. Our stress
testing process is designed to identify and measure material risks associated
with our business activities, including market risk, credit risk and operational
risk, as well as our ability to generate revenues.
Our capital planning process incorporates an internal capital adequacy
assessment with the objective of ensuring that we are appropriately capitalized
relative to the risks in our businesses. We incorporate stress scenarios into
our capital planning process with a goal of holding sufficient capital to ensure
we remain adequately capitalized after experiencing a severe stress event. Our
assessment of capital adequacy is viewed in tandem with our assessment of
liquidity adequacy and is integrated into our overall risk management structure,
governance and policy framework.
Our stress tests incorporate our internally designed stress scenarios, including
our internally developed severely adverse scenario, and those required by the
FRB, and are designed to capture our specific vulnerabilities and risks. We
provide further information about our stress test processes and a summary of the
results on our website as described in "Available Information."
As required by the FRB's CCAR rules, we submit an annual capital plan for review
by the FRB. The purpose of the FRB's review is to ensure that we have a robust,
forward-looking capital planning process that accounts for our unique risks and
that permits continued operation during times of economic and financial stress.

123 Goldman Sachs September 2021 Form 10-Q

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

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 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).
We submitted our 2021 CCAR capital plan in April 2021 and published a summary of
our annual DFAST results in June 2021. See "Available Information." Based on our
2021 CCAR submission, the FRB reduced our SCB from 6.6% to 6.4%, resulting in a
Standardized CET1 capital ratio requirement of 13.4%, which is effective for the
period from October 1, 2021 through September 30, 2022. See "Share Repurchase
Program" for further information about common stock repurchases and dividends.
GS Bank USA has its own capital planning process and, starting in 2022, will be
required to submit its annual stress test results to the FRB. GSI, GSIB and
Goldman Sachs Bank Europe SE (GSBE) also have their own capital planning and
stress testing process, which incorporates internally designed stress tests
developed in accordance with the guidelines of their respective regulators.
Contingency Capital Plan.
As part of our comprehensive capital management policy, we maintain a
contingency capital plan. Our contingency capital plan provides a framework for
analyzing and responding to a perceived or actual capital deficiency, including,
but not limited to, identification of drivers of a capital deficiency, as well
as mitigants and potential actions. It outlines the appropriate communication
procedures to follow during a crisis period, including internal dissemination of
information, as well as timely communication with external stakeholders.
Capital Attribution.
We assess each of our businesses' capital usage based on our internal assessment
of risks, which incorporates an attribution of our relevant regulatory capital
requirements. These regulatory capital requirements are allocated using our
attributed equity framework, which takes into consideration our most binding
capital constraints. Our most binding capital constraint is based on the results
of the FRB's annual stress test, which includes the Standardized risk-based
capital and leverage ratios. We review and make any necessary adjustments to our
attributed equity framework each year, in January, to reflect our final CCAR
results from the prior year.
On January 1, 2021, we adjusted our attributed equity framework to reflect the
results of our 2020 CCAR submission. The adjusted attributed equity framework
places greater emphasis on activities that generate significant stress losses
and higher Standardized risk weights. As a result of this adjustment, relative
to the allocation as of December 2020, the allocation of attributed equity among
our segments at the start of this year changed as follows: attributed equity
increased by approximately $3.7 billion for Asset Management and approximately
$0.7 billion for Consumer & Wealth Management, while attributed equity decreased
by approximately $2.3 billion for Global Markets and approximately $2.1 billion
for Investment Banking. See "Segment Assets and Operating Results - Segment
Operating Results" for information about our average quarterly attributed equity
by segment.
Share Repurchase Program.
We use our share repurchase program to help maintain the appropriate level of
common equity. The repurchase program is effected primarily through regular
open-market purchases (which may include repurchase plans designed to comply
with
Rule 10b5-1
and accelerated share repurchases), the amounts and timing of which are
determined primarily by 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.
In the third quarter of 2021, the Board of Directors of Group Inc. (Board)
approved an increase in our common stock dividend from $1.25 to $2.00 per share.
During the third quarter of 2021, we returned a total of $1.70 billion to
shareholders, including common stock repurchases of $1.00 billion and
$700 million in common stock dividends. 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 share repurchases and dividends.

Goldman Sachs September 2021 Form 10-Q 124

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

As of September 2021, the remaining share authorization under our existing
repurchase program was 35.6 million shares. See "Unregistered Sales of Equity
Securities and Use of Proceeds" in Part II, Item 2 of this
Form 10-Q
and Note 19 to the consolidated financial statements for further information
about our share repurchase program, and see above for information about our
capital planning and stress testing process.
Resolution Capital Models.
In connection with our resolution planning efforts, we have established a
Resolution Capital Adequacy and Positioning framework, which is designed to
ensure that our major subsidiaries (GS Bank USA, Goldman Sachs & Co. LLC
(GS&Co.), GSI, GSIB, GSBE, Goldman Sachs Japan Co., Ltd. (GSJCL), Goldman Sachs
Asset Management, L.P. and Goldman Sachs Asset Management International) have
access to sufficient loss-absorbing capacity (in the form of equity,
subordinated debt and unsecured senior debt) so that they are able to wind-down
following a Group Inc. bankruptcy filing in accordance with our preferred
resolution strategy.
In addition, we have established a triggers and alerts framework, which is
designed to provide the Board with information needed to make an informed
decision on whether and when to commence bankruptcy proceedings for Group Inc.
Rating Agency Guidelines
The credit rating agencies assign credit ratings to the obligations of Group
Inc., which directly issues or guarantees substantially all of our senior
unsecured debt obligations. GS&Co. and GSI have been assigned long- and
short-term issuer ratings by certain credit rating agencies. GS Bank USA, GSIB
and GSBE have also been assigned long- and short-term issuer ratings, as well as
ratings on their long- and short-term bank deposits. In addition, credit rating
agencies have assigned ratings to debt obligations of certain other subsidiaries
of Group Inc.
The level and composition of our capital are among the many factors considered
in determining our credit ratings. Each agency has its own definition of
eligible capital and methodology for evaluating capital adequacy, and
assessments are generally based on a combination of factors rather than a single
calculation. See "Risk Management - Liquidity Risk Management - Credit Ratings"
for further information about credit ratings of Group Inc., GS Bank USA, GSIB,
GSBE, GS&Co. and GSI.
Consolidated Regulatory Capital
We are subject to consolidated regulatory capital requirements which are
calculated in accordance with the regulations of the FRB (Capital Framework).
Under the Capital Framework, we are an "Advanced approach" banking organization
and have been designated as a global systemically important bank
(G-SIB).
The capital requirements calculated under the Capital Framework include the
capital conservation buffer requirements, which are comprised of a 2.5% buffer
(under the Advanced Capital Rules), the SCB (under the Standardized Capital
Rules), a countercyclical capital buffer (under both Capital Rules) and the
G-SIB
surcharge (under both Capital Rules). Our
G-SIB
surcharge is 2.5% for 2021 and 2022. We expect that our
G-SIB
surcharge will be 3.0% beginning in 2023. Based on financial data for the nine
months ended September 2021, our current estimate is that we are above the
threshold for the 3.5%
G-SIB
surcharge. The earliest this surcharge could be effective is January 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 Standardized CET1 capital ratio remains in
a range between 13.0% and 13.5% (including management buffers)
based upon the execution of our previously announced strategic initiatives and
achievement of capital efficiencies. However, in light of our most recent SCB
based on our 2021 CCAR submission, achieving this target by
year-end
2022 will be challenging.
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 could result in restrictions being
imposed by the FRB and could limit our ability to repurchase shares, pay
dividends and make certain discretionary compensation payments.
The table below presents TLAC and external long-term debt requirements.

                                                         As of

                                                 September       December
                                                      2021           2020
TLAC to RWAs                                         21.5%          22.0%
TLAC to leverage exposure                             9.5%           9.5%
External long-term debt to RWAs                       8.5%           8.5%
External long-term debt to leverage exposure          4.5%           4.5%


In the table above:

• As of both September 2021 and December 2020, 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
    G-SIB
    surcharge (Method 1). The
    G-SIB
    surcharge (Method 1) was 1.0% as of September 2021 and 1.5% as of
    December 2020.


• The TLAC to leverage exposure requirement includes (i) the 7.5% minimum and

(ii) the 2.0% leverage exposure buffer.





125   Goldman Sachs September 2021 Form 10-Q

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

• The external long-term debt to RWAs requirement includes (i) the 6% minimum


    and (ii) the 2.5%
    G-SIB
    surcharge (Method 2).


• The external long-term debt to total leverage exposure is the 4.5% minimum.




The table below presents information about our TLAC and external long-term debt
ratios.

                                                   For the Three Months
                                                      Ended or as of

                                                  September         December
$ in millions                                          2021             2020
TLAC                                                     $

                                                    283,881       $  242,730
External long-term debt                                  $

                                                    166,200       $  139,200
RWAs                                                     $

                                                    672,061       $  609,750
Leverage exposure                                $1,844,274       $1,332,937

TLAC to RWAs                                          42.2%            39.8%
TLAC to leverage exposure                             15.4%            18.2%
External long-term debt to RWAs                       24.7%            

22.8%


External long-term debt to leverage exposure           9.0%            10.4%


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 both September 2021 and December 2020. In

accordance with the TLAC rules, the higher of Advanced or Standardized RWAs

are used in the calculation of TLAC and external long-term debt ratios and


    applicable requirements.



• Leverage exposure consists of average adjusted total assets and certain

off-balance

sheet exposures. Leverage exposure for the three months ended December 2020

excluded average holdings of U.S. Treasury securities and average deposits at

the Federal Reserve

as permitted by the FRB under a temporary amendment. This temporary amendment

had the effect of increasing the TLAC to leverage exposure ratio and the

external long-term debt to leverage ratio. The impact of this temporary

amendment was an increase to the TLAC to leverage exposure ratio of

2.4 percentage points and the external long-term debt to leverage exposure

ratio of 1.3 percentage points for the three months ended December 2020. The

amendment permitting this exclusion expired on April 1, 2021.




See "Business - Regulation" in Part I, Item 1 of the 2020
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. is our primary U.S. regulated broker-dealer subsidiary and is subject to
regulatory capital requirements, including those imposed by the SEC and the
Financial Industry Regulatory Authority, Inc. In addition, GS&Co. is a
registered futures commission merchant and is subject to regulatory capital
requirements imposed by the CFTC, the Chicago Mercantile Exchange and the
National Futures Association.
Rule 15c3-1
of the SEC and Rule 1.17 of the CFTC specify uniform minimum net capital
requirements, as defined, for their registrants, and also effectively require
that a significant part of the registrants' assets be kept in relatively liquid
form. GS&Co. has elected to calculate its minimum capital requirements in
accordance with the "Alternative Net Capital Requirement" as permitted by
Rule 15c3-1.
GS&Co. had regulatory net capital, as defined by
Rule 15c3-1,
of $19.67 billion as of September 2021 and $22.38 billion as of December 2020,
which exceeded the amount required by $15.52 billion as of September 2021 and
$18.45 billion as of December 2020. In addition to its alternative minimum net
capital requirements, GS&Co. is also required to hold tentative net capital in
excess of $1 billion and net capital in excess of $500 million in accordance
with the market and credit risk standards of Appendix E of
Rule 15c3-1.
GS&Co. is also required to notify the SEC in the event that its tentative net
capital is less than $5 billion. As of both September 2021 and December 2020,
GS&Co. had tentative net capital and net capital in excess of both the minimum
and the notification requirements.
Non-U.S.
Regulated Broker-Dealer Subsidiaries.
Our principal
non-U.S.
regulated broker-dealer subsidiaries include GSI and GSJCL.

Goldman Sachs September 2021 Form 10-Q 126

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

GSI, our U.K. broker-dealer, is regulated by the Prudential Regulation Authority
(PRA) and the Financial Conduct Authority (FCA).
GSI is subject to the U.K. capital framework, which is predominantly aligned
with the E.U. capital framework prescribed in the amended E.U. Capital
Requirements Directive (CRD) and the E.U. Capital Requirements Regulation (CRR).
These capital regulations are largely based on the Basel Committee on Banking
Supervision's (Basel Committee) capital framework for strengthening
international capital standards (Basel III).
The table below presents GSI's risk-based capital requirements.

                                            As of

                                    September       December
                                         2021           2020
Risk-based capital requirements
CET1 capital ratio                       8.1%           8.1%
Tier 1 capital ratio                     9.9%          10.0%
Total capital ratio                     12.3%          12.5%

In the table above, the risk-based capital requirements 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.



                                                        As of

                                                September       December
$ in millions                                        2021           2020
Risk-based capital and risk-weighted assets
CET1 capital                                     $ 28,345       $ 26,962
Tier 1 capital                                   $ 36,645       $ 35,262
Tier 2 capital                                   $  5,377       $  5,377
Total capital                                    $ 42,022       $ 40,639
RWAs                                             $278,483       $252,355

Risk-based capital ratios
CET1 capital ratio                                  10.2%          10.7%
Tier 1 capital ratio                                13.2%          14.0%
Total capital ratio                                 15.1%          16.1%


In the table above, CET1 capital, Tier 1 capital and Total capital as of
September 2021 include GSI's profits after foreseeable charges for the three
months ended September 2021 (which will be finalized upon verification by GSI's
external auditors and approval by the PRA for inclusion in risk-based capital).
These profits contributed approximately 25 basis points to the risk-based
capital ratios.
GSI will become subject to a
PRA-required
leverage ratio that is expected to become effective in January 2022 and is
similar to the E.U. capital framework's minimum 3% leverage ratio requirement.
GSI had a leverage ratio of 4.0% as of September 2021 and 4.7% as of
December 2020. Tier 1 capital as of September 2021 included GSI's profits after
foreseeable charges for the three months ended September 2021 (which will be
finalized upon verification by GSI's external auditors and approval by the PRA
for inclusion in risk-based capital). These profits contributed approximately
7 basis points to the leverage ratio. This leverage ratio is based on our
current interpretation and understanding of this rule and may evolve as we
discuss the interpretation and application of the U.K. leverage ratio framework
with GSI's regulators.
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 will become fully effective
beginning in January 2022. As of both September 2021 and December 2020, 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 to capital requirements promulgated by authorities
of the countries in which they operate. As of both September 2021 and
December 2020, these subsidiaries were in compliance with their local capital
requirements.
Regulatory and Other Matters
Regulatory Matters
Our businesses are subject to extensive regulation and supervision worldwide.
Regulations have been adopted or are being considered by regulators and policy
makers worldwide. Given that many of the new and proposed rules are highly
complex, the full impact of regulatory reform will not be known until the rules
are implemented and market practices develop under the final regulations.
In October 2021, rules issued by the CFTC establishing capital and financial
reporting requirements for swap dealers, as well as rules issued by the SEC
establishing capital, margin and segregation requirements for security-based
swap dealers became effective. Our subsidiaries subject to these rules were
compliant with the relevant requirements as of the effective date.
See "Business - Regulation" in Part I, Item 1 of the 2020
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.

127 Goldman Sachs September 2021 Form 10-Q

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

Other Matters
Replacement of Interbank Offered Rates (IBORs), including LIBOR.
Central banks and regulators in a number of major jurisdictions (for example,
U.S., U.K., E.U., Switzerland and Japan) have convened working groups to find
and implement the transition to suitable replacements for IBORs. In March 2021,
the FCA and the Intercontinental Exchange Benchmark Authority announced that the
publication of all EUR and CHF LIBOR settings along with certain JPY, GBP and
USD LIBOR settings will cease after December 31, 2021 and the publication of the
most commonly used USD LIBOR settings will cease after June 30, 2023. The FCA
continues to consult the market on publishing synthetic rates for certain GBP
and JPY LIBOR settings for a limited time. In April 2021, the State of New York
approved legislation which minimizes legal and economic uncertainty for
contracts that are governed by New York law and have no fallback provisions or
have fallback provisions that are based on LIBOR by providing a statutory
framework to replace LIBOR with a benchmark rate based on the Secured Overnight
Financing Rate (SOFR). The U.S. federal banking agencies have also issued
guidance strongly encouraging banking organizations to cease using USD LIBOR as
a reference rate in new contracts as soon as practicable and in any event by
December 31, 2021.
The International Swaps and Derivatives Association (ISDA) 2020 IBOR Fallbacks
Protocol (IBOR Protocol), which became effective in January 2021, provides
derivatives market participants with amended fallbacks for legacy and new
derivatives contracts to mitigate legal or economic uncertainty. Both
counterparties will have to adhere to the IBOR Protocol or engage in bilateral
amendments for the terms to be effective for derivative contracts. ISDA
confirmed that the FCA's formal announcement in March 2021 fixed the spread
adjustment for all LIBOR rates and that fallbacks will automatically occur for
outstanding derivatives contracts that incorporate the relevant terms.
We have a program in place that focuses on achieving an orderly transition from
IBORs to alternative risk-free reference rates for us and our clients, and
continue to make progress on our transition program. As part of this transition,
we continue to actively engage with our regulators and clients, as well as
participate in central bank and sector working groups. The majority of our LIBOR
risk exposure is to USD LIBOR, which is primarily in connection with our
derivative contracts and to a lesser extent our unsecured debt, preferred stock
and loan portfolio. For
non-USD
LIBOR, substantially all of our risk exposure is in connection with derivative
contracts. Our derivative contracts are primarily with counterparties under
bilateral agreements which adhere to the IBOR Protocol or with central clearing
counterparties which have incorporated fallbacks consistent with the IBOR
Protocol in their rule books and have announced that they plan, and have begun,
to convert all LIBOR contracts to alternative risk-free reference rates before
LIBOR cessation. We continue to monitor the potential legislative developments
as they relate to unsecured debt and preferred stock and will take actions
designed to facilitate an orderly transition. We are also engaged with our
clients in order to remediate our loan agreements through bilateral amendments.
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 LIBOR exposures arising from
hedges to our fixed-rate debt issuances and replace them with alternative
risk-free reference rate exposures. See "Regulatory and Other Matters - Other
Matters" in Part II, Item 7 of the 2020
Form 10-K
for further information about our transition program.
Impact of
COVID-19
Pandemic.
During the third quarter of 2021, the spike in infections from the spread of the
Delta variant put heightened focus on efforts to increase vaccination rates in
order to make further progress against the virus. Although the global recovery
continued to progress, the rising number of infections had the effect of
tempering the pace of economic growth.

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

We have continued to successfully execute on our Business Continuity Planning
(BCP) strategy since initially activating it in the first quarter of 2020 in
response to the emergence of the
COVID-19
pandemic. Our priority has been to safeguard our employees and to seek to ensure
continuity of business operations on behalf of our clients. Our business
continuity response to the
COVID-19
pandemic is managed by a central team, which is led by our chief administrative
officer and chief medical officer, and includes senior management within Risk
and the chief operating officers across all regions and businesses. We remain
focused on facilitating the safe return of our employees to our offices, as
circumstances permit, and employees in a number of our locations around the
world have returned to the office to varying degrees, including a majority of
employees in the U.S. Given that the situation regarding
COVID-19
varies geographically, our approach to transitioning back to the office is
tailored to each location, and it evolves as the specific conditions and
requirements of each location change.
Our systems and infrastructure have been robust throughout the
COVID-19
pandemic, enabling us to conduct our activities without disruption.
Communication throughout our organization has remained active during the
pandemic and our risk management processes have continued to operate in a
rigorous and disciplined manner.
We maintained high liquidity levels during the third quarter of 2021, as our
GCLA averaged $356 billion. We have continued to access our traditional funding
sources in the normal course and service our debt and other obligations on a
timely basis. See "Balance Sheet and Funding Sources" and "Risk Management -
Liquidity Risk Management" for further information.
Accounting estimates, particularly those made in connection with determining the
allowance for credit losses and the fair value of certain level 3 assets, are
sensitive to assumptions regarding future economic conditions. Predicting the
trajectory of the economic recovery is highly judgmental given the uncertainty
as to how the pandemic will evolve, as it will largely depend on the extent to
which the Delta variant continues to spread, the emergence of other mutations of
the virus and further progress with vaccine distribution. See Note 9 to the
consolidated financial statements for further information about our allowance
for credit losses and Note 4 to the consolidated financial statements for
further information about fair value measurements.
The market backdrop was generally favorable during the third quarter of 2021 and
supported healthy levels of client activity, although at the end of the quarter
anxiety over the trajectory of inflation, uncertainty regarding U.S. economic
policy and longer-term extension of the federal debt ceiling intensified and
volatility increased. We continued to deploy our balance sheet to intermediate
risk and to support the needs of clients. We have maintained our proactive
approach to managing market risk levels, which entails ongoing review and
monitoring of exposures and focusing on ways to mitigate risk. As a result of
the improved broader economic backdrop, credit risk in general has abated from
the depths of the pandemic, including the risk associated with industries that
were most severely impacted by lockdowns, such as hospitality and airlines.
However, the operating environment remains unpredictable and we continue to
closely monitor our exposures to industries that are most at risk to
encountering financial stress due to the persistence of the pandemic. See "Risk
Management - Market Risk Management" and "- Credit Risk Management" for further
information.
Economies around the world continue to be susceptible to potential adverse
developments related to the pandemic, such as additional waves of infection, a
worsening of supply chain constraints and an intensification of inflationary
pressures. If the future effects of the pandemic were to lead to a sustained
period of economic weakness, our businesses would be negatively impacted. This
would have a negative impact on factors that are important to our operating
performance, such as the level of client activity, creditworthiness of
counterparties and borrowers, and the amount of our AUS. We will continue to
closely monitor the rollout of vaccines across regions, as well as the impact of
new variants of the virus, and will take further actions, as necessary, in order
to best serve the interests of our employees, clients and counterparties. For
further information about the risks associated with the
COVID-19
pandemic, see "Risk Factors" in Part I, Item 1A of the 2020
Form 10-K.

129 Goldman Sachs September 2021 Form 10-Q

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

Off-Balance

Sheet Arrangements and Contractual Obligations

Off-Balance


Sheet Arrangements
In the ordinary course of business, we enter into various types of
off-balance
sheet arrangements. Our involvement in these arrangements can take many
different forms, including:

• Purchasing or retaining residual and other interests in special purpose


    entities, such as mortgage-backed and other asset-backed securitization
    vehicles;


• Holding senior and subordinated debt, interests in limited and general


    partnerships, and preferred and common stock in other nonconsolidated
    vehicles;


• Entering into interest rate, foreign currency, equity, commodity and credit

derivatives, including total return swaps; and

• Providing guarantees, indemnifications, commitments, letters of credit and

representations and warranties.




We enter into these arrangements for a variety of business purposes, including
securitizations. The securitization vehicles that purchase mortgages, corporate
bonds, and other types of financial assets are critical to the functioning of
several significant investor markets, including the mortgage-backed and other
asset-backed securities markets, since they offer investors access to specific
cash flows and risks created through the securitization process.
We also enter into these arrangements to underwrite client securitization
transactions; provide secondary market liquidity; make investments in performing
and nonperforming debt, distressed loans, power-related assets, equity
securities, real estate and other assets; provide investors with credit-linked
and asset-repackaged notes; and receive or provide letters of credit to satisfy
margin requirements and to facilitate the clearance and settlement process.
The table below presents where information about our various
off-balance
sheet arrangements may be found in this
Form 10-Q.
In addition, see Note 3 to the consolidated financial statements for information
about our consolidation policies.

Off-Balance                                   Disclosure in
Sheet Arrangement                             Form 10-Q

Variable interests and other                  See Note 17 to the consolidated
obligations, including contingent             financial statements.
obligations, arising from variable
interests in nonconsolidated variable
interest entities (VIEs)


Guarantees, letters of credit, and            See Note 18 to the 

consolidated


lending and other commitments                 financial statements.


Derivatives                                   See "Risk Management - Credit Risk
                                              Management - Credit Exposures - OTC
                                              Derivatives" and Notes 4, 5, 7 and 18
                                              to the consolidated financial
                                              statements.



Contractual Obligations
We have certain contractual obligations which require us to make future cash
payments. These contractual obligations include our time deposits, secured
long-term financings, unsecured long-term borrowings, interest payments and
operating lease payments.
Our obligations to make future cash payments also include our commitments and
guarantees related to
off-balance
sheet arrangements, which are excluded from the table below. See Note 18 to the
consolidated financial statements for further information about such commitments
and guarantees.
Due to the uncertainty of the timing and amounts that will ultimately be paid,
our liability for unrecognized tax benefits has been excluded from the table
below. See Note 24 to the consolidated financial statements for further
information about our unrecognized tax benefits.
The table below presents our contractual obligations by type.

                                       As of

                               September       December
$ in millions                       2021           2020
Time deposits                   $ 24,057       $ 26,433
Financings and borrowings:
Secured long-term               $  9,585       $ 12,537
Unsecured long-term             $242,780       $213,481
Interest payments               $ 46,333       $ 44,073
Operating lease payments        $  3,031       $  3,268

Goldman Sachs September 2021 Form 10-Q 130

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

The table below presents our contractual obligations by expiration.



                                               As of September 2021

                               Remainder        2022 -        2024 -           2026 -
$ in millions                    of 2021          2023          2025       Thereafter
Time deposits                     $    -       $12,392       $ 7,284         $  4,381
Financings and borrowings:
Secured long-term                 $    -       $ 4,316       $ 2,184         $  3,085
Unsecured
long-term                         $    -       $46,085       $58,246         $138,449
Interest payments                 $1,368       $10,474       $ 8,140         $ 26,351
Operating lease payments              $             $             $

                                      71           612           509         $  1,839


In the table above:

• Obligations maturing within one year of our financial statement date or

redeemable within one year of our financial statement date at the option of

the holders are excluded as they are treated as short-term obligations. See

Note 14 to the consolidated financial statements for further information about

our short-term borrowings.

• Obligations that are repayable prior to maturity at our option are reflected

at their contractual maturity dates and obligations that are redeemable prior

to maturity at the option of the holders are reflected at the earliest dates

such options become exercisable.

• As of September 2021, unsecured long-term borrowings had maturities extending

through 2065, consisted principally of senior borrowings, and included

$7.21 billion of adjustments to the carrying value of certain unsecured

long-term borrowings resulting from the application of hedge accounting. See

Note 14 to the consolidated financial statements for further information about

our unsecured long-term borrowings.

• As of September 2021, the difference between 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 September 2021, the fair value of unsecured long-term borrowings, for


    which the fair value option was elected, exceeded the related aggregate
    contractual principal amount by $290 million.


• Interest payments represents estimated future contractual interest payments

related to unsecured long-term borrowings, secured long-term financings and

time deposits based on applicable interest rates as of September 2021, and

includes stated coupons, if any, on structured notes.

• Operating lease payments includes lease commitments for office space that

expire on various dates through 2069. Certain agreements are subject to

periodic escalation provisions for increases in real estate taxes and other

charges. See Note 15 to the consolidated financial statements for further

information about our operating lease liabilities.




Risk Management
Risks are inherent in our businesses and include liquidity, market, credit,
operational, model, legal, compliance, conduct, regulatory and reputational
risks. Our risks include the risks across our risk categories, regions or global
businesses, as well as those which have uncertain outcomes and have the
potential to materially impact our financial results, our liquidity and our
reputation. 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" and "Model Risk Management" and "Risk
Factors" in Part I, Item 1A of the 2020
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.

131 Goldman Sachs September 2021 Form 10-Q

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

The Board receives regular briefings on firmwide risks, including liquidity
risk, market risk, credit risk, operational risk and model 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 of our Firmwide Client and
Business Standards Committee and our Firmwide Reputational Risk Committee. The
chief risk officer reports to our chief executive officer and to the Risk
Committee of the Board. As part of the review of the firmwide risk portfolio,
the chief risk officer regularly advises the Risk Committee of the Board of
relevant risk metrics and material exposures, including risk limits and
thresholds established in our risk appetite statement.
The implementation of our risk governance structure and core risk management
processes are overseen by Enterprise Risk, which reports to our chief risk
officer, and is responsible for ensuring that our enterprise risk management
framework provides the Board, our risk committees and senior management with a
consistent and integrated approach to managing our various risks in a manner
consistent with our risk appetite.
Our revenue-producing units, as well as Treasury, Engineering, Human Capital
Management, 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 functions include
Compliance, Conflicts Resolution, Controllers, Legal, Risk and Tax.
Internal Audit is considered our third line of defense and our director of
Internal Audit reports to the Audit Committee of the Board and administratively
to our chief executive officer. Internal Audit includes professionals with a
broad range of audit and industry experience, including risk management
expertise. Internal Audit is responsible for independently assessing and
validating the effectiveness of key controls, including those within the risk
management framework, and providing timely reporting to the Audit Committee of
the Board, senior management and regulators.
The three lines of defense structure promotes the accountability of first line
risk takers, provides a framework for effective challenge by the second line and
empowers independent review from the third line.
Processes.
We maintain various processes that are critical components of our risk
management framework, including (i) risk identification and assessment,
(ii) risk appetite, limit and threshold setting, (iii) risk reporting and
monitoring, and (iv) risk decision-making.

• Risk Identification and Assessment.

We believe that the identification and assessment of our risks is a critical

step in providing our Board and senior management transparency and insight

into the range and materiality of our risks. We have a comprehensive data

collection process, including firmwide policies and procedures that require

all employees to report and escalate risk events. Our approach for risk

identification and 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.




To effectively assess our risks, we maintain a daily discipline of marking
substantially all of our inventory to current market levels. We carry our
inventory at fair value, with changes in valuation reflected immediately in our
risk management systems and in net revenues. We do so because we believe this
discipline is one of the most effective tools for assessing and managing risk
and that it provides transparent and realistic insight into our inventory
exposures.
An important part of our risk management process is firmwide stress testing. It
allows us to quantify our exposure to tail risks, highlight potential loss
concentrations, undertake risk/reward analysis, and assess and mitigate our risk
positions. Firmwide stress tests are performed on a regular basis and are
designed to ensure a comprehensive analysis of our vulnerabilities and
idiosyncratic risks combining financial and nonfinancial risks, including, but
not limited to, credit, market, liquidity and funding, operational and
compliance, strategic, systemic and emerging risks into a single combined
scenario. We also perform ad hoc stress tests in anticipation of market events
or conditions. Stress tests are also used to assess capital adequacy as part of
our capital planning and stress testing process. See "Capital Management and
Regulatory Capital - Capital Management" for further information.

Goldman Sachs September 2021 Form 10-Q 132

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

• 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 Enterprise Risk Committee is

responsible for approving our risk limits framework, subject to the overall

limits approved by the Risk Committee of the Board, and monitoring these

limits.




The Risk Governance 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 Risk Governance
Committee, Market Risk sets limits at certain product and desk levels, and
Credit Risk sets limits for individual counterparties, 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 Reporting and Monitoring.

Effective risk reporting and risk decision-making depends on our ability to

get the right information to the right people at the right time. As such, we

focus on the rigor and effectiveness of our risk systems, with the objective

of ensuring that our risk management technology systems provide us with

complete, accurate and timely information. Our risk reporting and monitoring

processes are designed to take into account information about both existing

and emerging risks, thereby enabling our risk committees and senior management

to perform their responsibilities with the appropriate level of insight into

risk exposures. Furthermore, our limit and threshold breach processes provide

means for timely escalation. We evaluate changes in our risk profile and our

businesses, including changes in business mix or jurisdictions in which we

operate, by monitoring risk factors at a firmwide level.

• Risk Decision-Making.

Our governance structure provides the protocol and responsibility for

decision-making

on risk management issues and ensures implementation of those decisions. We

make extensive use of risk committees that meet regularly and serve as an

important means to facilitate and foster ongoing discussions to manage and

mitigate risks.




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, consistent with our risk
appetite, in our training and 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.

133 Goldman Sachs September 2021 Form 10-Q

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

Structure


Ultimate oversight of risk is the responsibility of our Board. The Board
oversees risk both directly and through its committees, including its Risk
Committee. We have a series of committees with specific risk management mandates
that have oversight or decision-making responsibilities for risk management
activities. Committee membership generally consists of senior managers from both
our 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.
The chart below presents an overview of our risk management governance
structure.

                               [[Image Removed]]
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.
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 framework. This committee
is
co-chaired
by our chief financial officer and our chief risk officer, who are appointed as
chairs by our chief executive officer, and reports to the Management Committee.
The following are the primary committees or councils that report to the Firmwide
Enterprise Risk Committee:

Firmwide Risk Council.

The Firmwide Risk Council is responsible for the ongoing monitoring of

relevant financial risks and related risk limits at the firmwide, business and


    product levels. This council is
    co-chaired
    by the chairs of the Firmwide Enterprise Risk Committee.


• Firmwide New Activity Committee.

The Firmwide New Activity Committee is responsible for reviewing new

activities and for establishing a process to identify and review previously

approved activities that are significant and that have changed in complexity

and/or structure or present different reputational and suitability concerns

over time to consider whether these activities remain appropriate. This

committee is

co-chaired

by the controller and chief accounting officer, and the head of Operations and

Platform Engineering for the Global Markets Division, who are appointed as

chairs by the chairs of the Firmwide Enterprise Risk Committee.

Firmwide Operational Risk and Resilience Committee.

The Firmwide Operational Risk and Resilience Committee is responsible for

overseeing operational risk, and for ensuring our business and operational

resilience. To assist the Firmwide Operational Risk and Resilience Committee

in carrying out its mandate, other risk committees with dedicated oversight

for technology-related risks, including cyber security matters, report into

the Firmwide Operational Risk and Resilience Committee. This committee is

co-chaired

by our chief administrative officer and the head of Operational Risk, who are

appointed as chairs by the chairs of the Firmwide Enterprise Risk Committee.

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

• 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.


• Risk Governance Committee.

The Risk Governance 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, at firmwide, business and

product levels. In addition, this committee reviews the results of stress

tests and scenario analyses. To assist the Risk Governance Committee in

carrying out its mandate, a number of other risk committees with dedicated

oversight for stress testing, model risks and Volcker Rule compliance report

into the Risk Governance Committee. This committee is chaired by our chief

risk officer, who is appointed as chair by the chairs of the Firmwide

Enterprise Risk Committee.

Firmwide Client and Business Standards Committee.
The Firmwide Client and Business Standards Committee is responsible for
overseeing relationships with our clients, client service and experience, and
related business standards, as well as client-related reputational matters. This
committee is chaired by our president and chief operating officer, who is
appointed as chair by the chief executive officer, and reports to the Management
Committee. This committee periodically provides updates to, and receives
guidance from, the Public Responsibilities Committee of the Board.
The following committees report jointly to the Firmwide Enterprise Risk
Committee and the Firmwide Client and Business Standards Committee:

• Firmwide Reputational Risk Committee.

The Firmwide Reputational Risk Committee is responsible for assessing

reputational risks arising from transactions that have been identified as

having potential heightened reputational risk pursuant to the criteria

established by the Firmwide Reputational Risk Committee and as determined by

committee leadership. This committee is chaired by our president and chief

operating officer, who is appointed as chair by the chief executive officer,

and the vice-chairs are our chief legal officer and the chair 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.



• 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
    co-head

of EMEA FICC sales, who are appointed as chairs by the chair of the Firmwide

Client and Business Standards Committee.

Firmwide Investment Policy Committee.

The Firmwide Investment Policy Committee periodically reviews our investing

and lending activities on a portfolio basis, including review of risk

management and controls, and sets business standards and policies for these


    types of investments. This committee is
    co-chaired
    by the head of our Asset Management Division, a
    co-head

of our Global Markets Division and the chief risk officer, who are appointed

as chairs by our president and chief operating officer and our chief financial


    officer.



• 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 the head of Credit Risk and the head of Americas Leveraged Finance, who are

appointed as chairs by the chairs of the Firmwide Enterprise Risk Committee.





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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 the
    co-head
    of the Industrials Group in our Investment Banking Division, the chief

underwriting officer for EMEA, and a managing director in our Investment

Banking Division, who are appointed as chairs by the chair of the Firmwide

Client and Business Standards Committee.




Firmwide Asset Liability Committee.
The Firmwide Asset Liability Committee reviews and approves the strategic
direction for our financial resources, including capital, liquidity, funding and
balance sheet. This committee has oversight responsibility for asset liability
management, including interest rate and currency risk, funds transfer pricing,
capital allocation and incentives, and credit ratings. This committee makes
recommendations as to any adjustments to asset liability management and
financial resource allocation in light of current events, risks, exposures, and
regulatory requirements and approves related policies. This committee is
co-chaired
by our chief financial officer and our global treasurer, who are appointed as
chairs by our chief executive officer, and reports to the Management Committee.
Conflicts Management
Conflicts of interest and our approach to dealing with them are fundamental to
our client relationships, our reputation and our long-term success. The term
"conflict of interest" does not have a universally accepted meaning, and
conflicts can arise in many forms within a business or between businesses. The
responsibility for identifying potential conflicts, as well as complying with
our policies and procedures, is shared by all of our employees.
We have a multilayered approach to resolving conflicts and addressing
reputational risk. Our senior management oversees policies related to conflicts
resolution, and, in conjunction with Conflicts Resolution, Legal and Compliance,
the Firmwide Client and Business Standards Committee, and other internal
committees, formulates policies, standards and principles, and assists in making
judgments regarding the appropriate resolution of particular conflicts.
Resolving potential conflicts necessarily depends on the facts and circumstances
of a particular situation and the application of experienced and informed
judgment.
As a general matter, Conflicts Resolution reviews financing and advisory
assignments in Investment Banking and certain of our investing, lending and
other activities. In addition, we have various transaction oversight committees,
such as the Firmwide Capital, Commitments and Suitability Committees and other
committees that also review new underwritings, loans, investments and structured
products. These groups and committees work with internal and external counsel
and Compliance to evaluate and address any actual or potential conflicts. The
head of Conflicts Resolution reports to our chief legal officer, who reports to
our chief executive officer.
We regularly assess our policies and procedures that address conflicts of
interest in an effort to conduct our business in accordance with the highest
ethical standards and in compliance with all applicable laws, rules and
regulations.
Compliance Risk Management
Compliance risk is the risk of legal or regulatory sanctions, material financial
loss or damage to our reputation arising from our failure to comply with the
requirements of applicable laws, rules and regulations, and our internal
policies and procedures. Compliance risk is inherent in all activities through
which we conduct our businesses. Our Compliance Risk Management Program,
administered by Compliance, assesses our compliance, regulatory and reputational
risk; monitors for compliance with new or amended laws, rules and regulations;
designs and implements controls, policies, procedures and training; conducts
independent testing; investigates, surveils and monitors for compliance risks
and breaches; and leads our responses to regulatory examinations, audits and
inquiries. We monitor and review business practices to assess whether they meet
or exceed minimum regulatory and legal standards in all markets and
jurisdictions in which we conduct business.

Goldman Sachs September 2021 Form 10-Q 136

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

Liquidity Risk Management

Overview


Liquidity risk is the risk that we will be unable to fund ourselves or meet our
liquidity needs in the event of firm-specific, broader industry or market
liquidity stress events. We have in place a comprehensive and conservative set
of liquidity and funding policies. Our principal objective is to be able to fund
ourselves and to enable our core businesses to continue to serve clients and
generate revenues, even under adverse circumstances.
Treasury, which reports to our chief financial officer, has primary
responsibility for developing, managing and executing our liquidity and funding
strategy within our risk appetite.
Liquidity Risk, which is independent of our revenue-producing units and
Treasury, and reports to our chief risk officer, has primary responsibility for
assessing, monitoring and managing our liquidity risk through firmwide oversight
across our global businesses and the establishment of stress testing and limits
frameworks.
Liquidity Risk Management Principles
We manage liquidity risk according to three principles: (i) hold sufficient
excess liquidity in the form of GCLA to cover outflows during a stressed period,
(ii) maintain appropriate Asset-Liability Management and (iii) maintain a viable
Contingency Funding Plan.
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, primarily for use in specific currencies, entities or
jurisdictions where we do not have immediate access to parent company liquidity.
Asset-Liability Management.
Our liquidity risk management policies are designed to ensure we have a
sufficient amount of financing, even when funding markets experience persistent
stress. We manage the maturities and diversity of our funding across markets,
products and counterparties, and seek to maintain a diversified funding profile
with an appropriate tenor, taking into consideration the characteristics and
liquidity profile of our assets.
Our approach to asset-liability management includes:

• Conservatively managing the overall characteristics of our funding book, with

a focus on maintaining long-term, diversified sources of funding in excess of

our current requirements. See "Balance Sheet and Funding Sources - Funding

Sources" for further information;

• Actively managing and monitoring our asset base, with particular focus on the

liquidity, holding period and ability to fund assets on a secured basis. We


    assess our funding requirements and our ability to liquidate assets in a
    stressed environment while appropriately managing risk. This enables us to

determine the most appropriate funding products and tenors. See "Balance Sheet

and Funding Sources - Balance Sheet Management" for further information about

our balance sheet management process and "- Funding Sources - Secured Funding"

for further information about asset classes that may be harder to fund on a


    secured basis; and



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

• Raising secured and unsecured financing that has a long tenor relative to the

liquidity profile of our assets. This reduces the risk that our liabilities

will come due in advance of our ability to generate liquidity from the sale of

our assets. Because we maintain a highly liquid balance sheet, the holding

period of certain of our assets may be materially shorter than their

contractual maturity dates.




Our goal is to ensure that we maintain sufficient liquidity to fund our assets
and meet our contractual and contingent obligations in normal times, as well as
during periods of market stress. Through our dynamic balance sheet management
process, we use actual and projected asset balances to determine secured and
unsecured funding requirements. Funding plans are reviewed and approved by the
Firmwide Asset Liability Committee. In addition, our independent risk oversight
and control functions analyze, and the Firmwide Asset Liability Committee
reviews, our consolidated total capital position (unsecured long-term borrowings
plus total shareholders' equity) so that we maintain a level of long-term
funding that is sufficient to meet our long-term financing requirements. In a
liquidity crisis, we would first use our GCLA in order to avoid reliance on
asset sales (other than our GCLA). However, we recognize that orderly asset
sales may be prudent or necessary in a severe or persistent liquidity crisis.
Subsidiary Funding Policies
The majority of our unsecured funding is raised by Group Inc., which provides
the necessary funds to Funding IHC and other subsidiaries, some of which are
regulated, to meet their asset financing, liquidity and capital requirements. In
addition, Group Inc. provides its regulated subsidiaries with the necessary
capital to meet their regulatory requirements. The benefits of this approach to
subsidiary funding are enhanced control and greater flexibility to meet the
funding requirements of our subsidiaries. Funding is also raised at the
subsidiary level through a variety of products, including deposits, secured
funding and unsecured borrowings.
Our intercompany funding policies assume that a subsidiary's funds or securities
are not freely available to its parent, Funding IHC or other subsidiaries unless
(i) legally provided for and (ii) there are no additional regulatory, tax or
other restrictions. In particular, many of our subsidiaries are subject to laws
that authorize regulatory bodies to block or reduce the flow of funds from those
subsidiaries to Group Inc. or Funding IHC. Regulatory action of that kind could
impede access to funds that Group Inc. needs to make payments on its
obligations. Accordingly, we assume that the capital provided to our regulated
subsidiaries is not available to Group Inc. or other subsidiaries and any other
financing provided to our regulated subsidiaries is not available to Group Inc.
or Funding IHC until the maturity of such financing.
Group Inc. has provided substantial amounts of equity and subordinated
indebtedness, directly or indirectly, to its regulated subsidiaries. For
example, as of September 2021, Group Inc. had $36.96 billion of equity and
subordinated indebtedness invested in GS&Co., its principal U.S. registered
broker-dealer; $44.52 billion invested in GSI, a regulated U.K. broker-dealer;
$2.66 billion invested in GSJCL, a regulated Japanese broker-dealer;
$44.47 billion invested in GS Bank USA, a regulated New York State-chartered
bank; and $4.27 billion invested in GSIB, a regulated U.K. bank. Group Inc. also
provides financing, directly or indirectly, in the form of: $112.49 billion of
unsubordinated loans (including secured loans of $54.73 billion) and
$20.04 billion of collateral and cash deposits to these entities, substantially
all of which was to GS&Co., GSI, GSJCL and GS Bank USA, as of September 2021. In
addition, as of September 2021, Group Inc. had significant amounts of capital
invested in and loans to its other regulated subsidiaries.
Contingency Funding Plan.
We maintain a contingency funding plan to provide a framework for analyzing and
responding to a liquidity crisis situation or periods of market stress. Our
contingency funding plan outlines a list of potential risk factors, key reports
and metrics that are reviewed on an ongoing basis to assist in assessing the
severity of, and managing through, a liquidity crisis and/or market dislocation.
The contingency funding plan also describes in detail our potential responses if
our assessments indicate that we have entered a liquidity crisis, which include
pre-funding
for what we estimate will be our potential cash and collateral needs, as well as
utilizing secondary sources of liquidity. Mitigants and action items to address
specific risks which may arise are also described and assigned to individuals
responsible for execution.
The contingency funding plan identifies key groups of individuals and their
responsibilities, which include fostering effective coordination, control and
distribution of information, implementing liquidity maintenance activities and
managing internal and external communication, all of which are critical in the
management of a crisis or period of market stress.

Goldman Sachs September 2021 Form 10-Q 138

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  Table of Contents
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
internal liquidity risk model, referred to as the Intraday Liquidity Model, the
results of our long-term stress testing models, our resolution liquidity models
and other applicable regulatory requirements and a qualitative assessment of our
condition, as well as the financial markets. The results of the Modeled
Liquidity Outflow, the Intraday Liquidity Model, the long-term stress testing
models and the resolution liquidity models are reported to senior management on
a regular basis. We also perform firmwide stress tests. See "Overview and
Structure of Risk Management" for information about firmwide stress tests.
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 includes low consumer and

corporate confidence, financial and political instability, and adverse changes

in market values, including potential declines in equity markets and widening


    of credit spreads; and



• A firm-specific crisis potentially triggered by material losses, reputational

damage, litigation and/or a ratings downgrade.

The following are key modeling elements of our Modeled Liquidity Outflow:



•   Liquidity needs over a
    30-day
    scenario;



•   A
    two-notch
    downgrade of our long-term senior unsecured credit ratings;


• Changing conditions in funding markets, which limit our access to unsecured


    and secured funding;



• No support from additional government funding facilities. Although we have

access to various central bank funding programs, we do not assume reliance on

additional sources of funding in a liquidity crisis; and

• A combination of contractual outflows, such as upcoming maturities of

unsecured debt, and contingent outflows, including, but not limited to, 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, and withdrawals of deposits that have no contractual maturity.




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.
Resolution Liquidity Models.
In connection with our resolution planning efforts, we have established our
Resolution Liquidity Adequacy and Positioning framework, which estimates
liquidity needs of our major subsidiaries in a stressed environment. The
liquidity needs are measured using our Modeled Liquidity Outflow assumptions and
include certain additional inter-affiliate exposures. We have also established
our Resolution Liquidity Execution Need framework, which measures the liquidity
needs of our major subsidiaries to stabilize and wind-down following a Group
Inc. bankruptcy filing in accordance with our preferred resolution strategy.
In addition, we have established a triggers and alerts framework, which is
designed to provide the Board with information needed to make an informed
decision on whether and when to commence bankruptcy proceedings for Group Inc.
Limits
We use liquidity risk limits at various levels and across liquidity risk types
to manage the size of our liquidity exposures. Limits are measured relative to
acceptable levels of risk given our liquidity risk tolerance. See "Overview and
Structure of Risk Management" for information about the limit approval process.
Limits are monitored by Treasury and Liquidity Risk. Liquidity Risk is
responsible for identifying and escalating to senior management and/or the
appropriate risk committee, on a timely basis, instances where limits have been
exceeded.

139 Goldman Sachs September 2021 Form 10-Q

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  Table of Contents
THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis

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 September 2021 and December 2020 was
appropriate. We strictly limit our GCLA to a narrowly defined list of securities
and cash because they are highly liquid, even in a difficult funding
environment. We do not include other potential sources of excess liquidity in
our GCLA, such as less liquid unencumbered securities or committed credit
facilities.
The table below presents information about our GCLA.

                                        Average for the
                                       Three Months Ended

                                     September
                                                         June
$ in millions                             2021           2021
Denomination
U.S. dollar                           $233,010       $217,977
Non-U.S.
dollar                                 123,067        111,427
Total                                 $356,077       $329,404

Asset Class
Overnight cash deposits               $199,545       $171,007
U.S. government obligations            110,081        106,708
U.S. agency obligations                 10,015          8,227
Non-U.S.
government obligations                  36,436         43,462
Total                                 $356,077       $329,404

Entity Type
Group Inc. and Funding IHC            $ 60,510       $ 53,327
Major broker-dealer subsidiaries       112,961        102,593
Major bank subsidiaries                182,606        173,484
Total                                 $356,077       $329,404


In the table above:

• The U.S. dollar-denominated GCLA consists of (i) unencumbered U.S. government

and agency obligations (including highly liquid U.S. agency mortgage-backed

obligations), all of which are eligible as collateral in Federal Reserve open

market operations and (ii) certain overnight U.S. dollar cash deposits.

• The

non-U.S.

dollar-denominated GCLA consists of

non-U.S.

government obligations (only unencumbered German, French, Japanese and U.K.

government obligations) and certain overnight cash deposits in highly liquid

currencies.




We maintain our GCLA to enable us to meet current and potential liquidity
requirements of our parent company, Group Inc., and its subsidiaries. Our
Modeled Liquidity Outflow and Intraday Liquidity Model incorporate a requirement
for Group Inc., as well as a standalone requirement for each of our major
broker-dealer and bank subsidiaries. Funding IHC is required to provide the
necessary liquidity to Group Inc. during the ordinary course of business, and is
also obligated to provide capital and liquidity support to major subsidiaries in
the event of our material financial distress or failure. Liquidity held directly
in each of our major broker-dealer and bank subsidiaries is intended for use
only by that subsidiary to meet its liquidity requirements and is assumed not to
be available to Group Inc. or Funding IHC unless (i) legally provided for and
(ii) there are no additional regulatory, tax or other restrictions. In addition,
the Modeled Liquidity Outflow and Intraday Liquidity Model also incorporate a
broader assessment of standalone liquidity requirements for other subsidiaries
and we hold a portion of our GCLA directly at Group Inc. or Funding IHC to
support such requirements.
Other Unencumbered Assets.
In addition to our GCLA, we have a significant amount of other unencumbered cash
and financial instruments, including other government obligations, high-grade
money market securities, corporate obligations, marginable equities, loans and
cash deposits not included in our GCLA. The fair value of our unencumbered
assets averaged $256.84 billion for the three months ended September 2021 and
$249.61 billion for the three months ended June 2021. We do not consider these
assets liquid enough to be eligible for our GCLA.
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 bank regulatory agencies. The LCR rule
requires organizations to maintain an adequate ratio of eligible high-quality
liquid assets (HQLA) to expected net cash outflows under an acute, short-term
liquidity stress scenario. Eligible HQLA excludes HQLA held by subsidiaries that
is in excess of their minimum requirement and is subject to transfer
restrictions. We are required to maintain a minimum LCR of 100%. We expect that
fluctuations in client activity, business mix and the market environment will
impact our LCR.

Goldman Sachs September 2021 Form 10-Q 140

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  Table of Contents
THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis

The table below presents information about our average daily LCR.



                         Average for the
                        Three Months Ended

                      September           June
$ in millions              2021           2021
Total HQLA             $344,351       $318,525
Eligible HQLA          $249,915       $238,397
Net cash outflows      $196,664       $172,895

LCR                        127%           138%


In October 2020, the U.S. federal bank regulatory agencies issued a final rule
that establishes a net stable funding ratio (NSFR) requirement for large U.S.
banking organizations. This rule became effective on July 1, 2021 and requires
banking organizations to ensure they have access to stable funding over a
one-year
time horizon. The rule also requires disclosure of the ratio on a semi-annual
basis and a description of the banking organization's stable funding sources
beginning in 2023. Our NSFR as of September 2021 exceeded the minimum
requirement.
The following provides information about our subsidiary liquidity regulatory
requirements:

GS Bank USA.

GS Bank USA is subject to a minimum LCR of 100% under the LCR rule approved by

the U.S. federal bank regulatory agencies. As of September 2021, GS Bank USA's

LCR exceeded the minimum requirement. The NSFR requirement described above

also applies to GS Bank USA. As of September 2021, GS Bank USA's NSFR exceeded


    the minimum requirement.



• GSI.

GSI is subject to a minimum LCR of 100% under the LCR rule approved by the

U.K. regulatory authorities. GSI's average monthly LCR for the trailing

twelve-month period ended September 2021 exceeded the minimum requirement. GSI

will become subject to the applicable NSFR requirement in the U.K., which is

expected to become effective in January 2022.

• Other Subsidiaries.

We monitor local regulatory liquidity requirements of our subsidiaries to

ensure compliance. For many of our subsidiaries, these requirements either

have changed or are likely to change in the future due to the implementation

of the Basel Committee's framework for liquidity risk measurement, standards

and monitoring, as well as other regulatory developments.




The implementation of these rules and any amendments adopted by the regulatory
authorities could impact our liquidity and funding requirements and practices in
the future.
Credit Ratings
We rely on the short- and long-term debt capital markets to fund a significant
portion of our
day-to-day
operations and the cost and availability of debt financing is influenced by our
credit ratings. Credit ratings are also important when we are competing in
certain markets, such as OTC derivatives, and when we seek to engage in
longer-term transactions. See "Risk Factors" in Part I, Item 1A of the 2020
Form 10-K
for information about the risks associated with a reduction in our credit
ratings.
The table below presents the unsecured credit ratings and outlook of Group Inc.

                                           As of September 2021

                             DBRS         Fitch       Moody's          R&I          S&P
Short-term debt       R-1 (middle )          F1           P-1          a-1          A-2
Long-term debt            A (high )           A            A2            A         BBB+
Subordinated debt               A          BBB+          Baa2           A-         BBB-
Trust preferred                 A          BBB-          Baa3          N/A           BB
Preferred stock         BBB (high )        BBB-           Ba1          N/A           BB
Ratings outlook            Stable        Stable        Stable       Stable       Stable


In the table above:

• The ratings and outlook are by DBRS, Inc. (DBRS), Fitch, Inc. (Fitch), Moody's

Investors Service (Moody's), Rating and Investment Information, Inc. (R&I),

and Standard & Poor's Ratings Services (S&P).

• The ratings for trust preferred relate to the guaranteed preferred beneficial

interests issued by Goldman Sachs Capital I.

• The DBRS, Fitch, Moody's and S&P ratings for preferred stock include the APEX

issued by Goldman Sachs Capital II and Goldman Sachs Capital III.





141   Goldman Sachs September 2021 Form 10-Q

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  Table of Contents
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.



                                  As of September 2021

                              Fitch       Moody's          S&P
GS Bank USA
Short-term debt                  F1           P-1          A-1
Long-term debt                   A+            A1           A+
Short-term bank deposits        F1+           P-1          N/A
Long-term bank deposits         AA-            A1          N/A
Ratings outlook              Stable        Stable       Stable
GSIB
Short-term debt                  F1           P-1          A-1
Long-term debt                   A+            A1           A+
Short-term bank deposits         F1           P-1          N/A
Long-term bank deposits          A+            A1          N/A
Ratings outlook              Stable        Stable       Stable
GSBE
Short-term debt                  F1           P-1          A-1
Long-term debt                    A            A1           A+
Short-term bank deposits        N/A           P-1          N/A
Long-term bank deposits         N/A            A1          N/A
Ratings outlook              Stable        Stable       Stable
GS&Co.
Short-term debt                  F1           N/A          A-1
Long-term debt                   A+           N/A           A+
Ratings outlook              Stable           N/A       Stable
GSI
Short-term debt                  F1           P-1          A-1
Long-term debt                   A+            A1           A+
Ratings outlook              Stable        Stable       Stable

We believe our credit ratings are primarily based on the credit rating agencies' assessment of:

• Our liquidity, market, credit and operational risk management practices;





•   Our level and variability of earnings;



•   Our capital base;



•   Our franchise, reputation and management;



•   Our corporate governance; and


• The external operating and economic environment, including, in some cases, the

assumed level of government support or other systemic considerations, such as

potential resolution.




Certain of our derivatives have been transacted under bilateral agreements with
counterparties who may require us to post collateral or terminate the
transactions based on changes in our credit ratings. We manage our GCLA to
ensure we would, among other potential requirements, be able to make the
additional collateral or termination payments that may be required in the event
of a
two-notch
reduction in our long-term credit ratings, as well as collateral that has not
been called by counterparties, but is available to them.
See Note 7 to the consolidated financial statements for further information
about derivatives with credit-related contingent features and the additional
collateral or termination payments related to our net derivative liabilities
under bilateral agreements that could have been called by counterparties in the
event of a
one-
or
two-notch
downgrade in our credit ratings.
Cash Flows
As a global financial institution, our cash flows are complex and bear little
relation to our net earnings and net assets. Consequently, we believe that
traditional cash flow analysis is less meaningful in evaluating our liquidity
position than the liquidity and asset-liability management policies described
above. Cash flow analysis may, however, be helpful in highlighting certain macro
trends and strategic initiatives in our businesses.
Nine Months Ended September 2021.
Our cash and cash equivalents increased by $55.99 billion to $211.83 billion at
the end of the third quarter of 2021, due to net cash provided by financing
activities, partially offset by net cash used for operating activities and
investing activities. The net cash provided by financing activities primarily
reflected an increase in net deposits, principally reflecting increases in
institutional, transaction banking, private bank, consumer and deposit sweep
programs deposits, and net issuances of unsecured long-term borrowings. The net
cash used for operating activities primarily reflected an increase in
collateralized transactions (an increase in collateralized agreements, partially
offset by an increase in collateralized financings), partially offset by an
increase in trading liabilities. The net cash used for investing activities
primarily reflected purchases of investments and an increase in net lending
activities, partially offset by sales and paydowns of investments.
Nine Months Ended September 2020.
Our cash and cash equivalents increased by $19.66 billion to $153.20 billion at
the end of the third quarter of 2020, due to net cash provided by financing
activities, partially offset by net cash used for operating activities and
investing activities. The net cash provided by financing activities primarily
reflected an increase in net deposits, reflecting increases in consumer,
transaction banking and private bank deposits. The net cash used for operating
activities primarily reflected an increase in trading assets, net customer and
other receivables and payables, and collateralized transactions (an increase in
collateralized agreements and a decrease in collateralized financings),
partially offset by an increase in trading liabilities as a result of our
activities and our clients' activities. The net cash used for investing
activities reflected an increase in net loans and net purchases of investments,
reflecting an increase in U.S. government obligations accounted for as
available-for-sale.

Goldman Sachs September 2021 Form 10-Q 142

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  Table of Contents
THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis

Market Risk Management

Overview


Market risk is the risk of loss in the value of our inventory, investments,
loans and other financial assets and liabilities accounted for at fair value due
to changes in market conditions. We hold such positions primarily for market
making for our clients and for our investing and financing activities, and
therefore, these positions change based on client demands and our investment
opportunities. Since these positions are accounted for at fair value, they
fluctuate on a daily basis, with the related gains and losses included in the
consolidated statements of earnings. 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 and Market Risk discuss market information,
positions and estimated loss scenarios on an ongoing basis. Managers in
revenue-producing units are accountable for managing risk within prescribed
limits. These managers have
in-depth
knowledge of their positions, markets and the instruments available to hedge
their exposures.
Market Risk Management Process
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) and stress measures, capture risk measures at individual position levels,
attribute risk measures to individual risk factors of each position, report many
different views of the risk measures (e.g., by desk, business, product type or
entity) and produce ad hoc analyses in a timely manner.
Risk Measures
We produce risk measures and monitor them against established market risk
limits. These measures reflect an extensive range of scenarios and the results
are aggregated at product, business and firmwide levels.
We use a variety of risk measures to estimate the size of potential losses for
both moderate and more extreme market moves over both short- and long-term time
horizons. Our primary risk measures are VaR, which is used for shorter-term
periods, and stress tests. Our risk reports detail key risks, drivers and
changes for each desk and business, and are distributed daily to senior
management of both our revenue-producing units and our independent 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 rates and
commodity prices. As such, VaR facilitates comparison across portfolios of
different risk characteristics. VaR also captures the diversification of
aggregated risk at the firmwide level.
We are aware of the inherent limitations to VaR and therefore use a variety of
risk measures in our market risk management process. Inherent limitations to VaR
include:

• VaR does not estimate potential losses over longer time horizons where moves


    may be extreme;



• VaR does not take account of the relative liquidity of different risk

positions; and

• Previous moves in market risk factors may not produce accurate predictions of

all future market moves.





143   Goldman Sachs September 2021 Form 10-Q

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  Table of Contents
THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis

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 best measured and monitored using sensitivity measures; and

• The impact of changes in counterparty and our own credit spreads on

derivatives, as well as changes in our own credit spreads on financial

liabilities for which the fair value option was elected.




We perform daily backtesting of our VaR model (i.e., comparing daily net
revenues for positions included in VaR to the VaR measure calculated as of the
prior business day) at the firmwide level and for each of our businesses and
major regulated subsidiaries.
Stress Testing.
Stress testing is a method of determining the effect of various hypothetical
stress scenarios. We use stress testing to examine risks of specific portfolios,
as well as the potential impact of our significant risk exposures. We use a
variety of stress testing techniques to calculate the potential loss from a wide
range of market moves on our portfolios, including firmwide stress tests,
sensitivity analysis and scenario analysis. The results of our various stress
tests are analyzed together for risk management purposes. See "Overview and
Structure of Risk Management" for information about firmwide stress tests.
Sensitivity analysis is used to quantify the impact of a market move in a single
risk factor across all positions (e.g., equity prices or credit spreads) using a
variety of defined market shocks, ranging from those that could be expected over
a
one-day
time horizon up to those that could take many months to occur. We also use
sensitivity analysis to quantify the impact of the default of any single entity,
which captures the risk of large or concentrated exposures.
Scenario analysis is used to quantify the impact of a specified event, including
how the event impacts multiple risk factors simultaneously. For example, for
sovereign stress testing we calculate potential direct exposure associated with
our sovereign positions, as well as the corresponding debt, equity and currency
exposures associated with our
non-sovereign
positions that may be impacted by the sovereign distress. When conducting
scenario analysis, we often consider a number of possible outcomes for each
scenario, ranging from moderate to severely adverse market impacts. In addition,
these stress tests are constructed using both historical events and
forward-looking hypothetical scenarios.
Unlike VaR measures, which have an implied probability because they are
calculated at a specified confidence level, there may not be an implied
probability that our stress testing scenarios will occur. Instead, stress
testing is used to model both moderate and more extreme moves in underlying
market factors. When estimating potential loss, we generally assume that our
positions cannot be reduced or hedged (although experience demonstrates that we
are generally able to do so).
Limits
We use market risk limits at various levels to manage the size of our market
exposures. These limits are set based on VaR 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.
Market 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 (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.
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.

                                                                                Nine Months
                                    Three Months Ended                        Ended September

                           September        June        September
$ in millions                   2021        2021             2020              2021         2020
Categories
Interest rates                  $ 58        $ 64             $ 72              $ 60         $ 77
Equity prices                     40          48               55                46           57
Currency rates                    12          13               22                12           26
Commodity prices                  22          22               26                22           20
Diversification effect           (52 )       (57 )            (84 )             (53 )        (82 )
Total                           $ 80        $ 90             $ 91              $ 87         $ 98


Goldman Sachs September 2021 Form 10-Q 144

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  Table of Contents
THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis

Our average daily VaR decreased to $80 million for the three months ended
September 2021 from $90 million for the three months ended June 2021, primarily
due to lower levels of volatility. The total decrease of $10 million was
primarily driven by decreases in the equity prices and interest rates
categories, partially offset by a decrease in the diversification effect.
Our average daily VaR decreased to $80 million for the three months ended
September 2021 from $91 million for the three months ended September 2020, due
to lower levels of volatility, partially offset by increased exposures. The
total decrease of $11 million was primarily driven by decreases in the equity
prices, interest rates and currency rates categories, partially offset by a
decrease in the diversification effect.
Our average daily VaR decreased to $87 million for the nine months ended
September 2021 from $98 million for the nine months ended September 2020, due to
lower levels of volatility, partially offset by increased exposures. The total
decrease of $11 million was primarily driven by decreases in the interest rates,
currency rates and equity prices categories, partially offset by a decrease in
the diversification effect.
The table below presents our
period-end
VaR.

                                           As of

                           September         June        September
$ in millions                   2021         2021             2020
Categories
Interest rates                  $ 57         $ 74             $ 60
Equity prices                     37           41               46
Currency rates                     9           16               17
Commodity prices                  31           25               20
Diversification effect           (47 )        (61 )            (62 )
Total                           $ 87         $ 95             $ 81


Our
period-end
VaR decreased to $87 million as of September 2021 from $95 million as of
June 2021, primarily due to lower levels of volatility. The total decrease of
$8 million was driven by decreases in the interest rates, currency rates and
equity prices categories, partially offset by a decrease in the diversification
effect and an increase in the commodity prices category.
Our
period-end
VaR increased to $87 million as of September 2021 from $81 million as of
September 2020, due to increased exposures, partially offset by lower levels of
volatility. The total increase of $6 million was primarily driven by a decrease
in the diversification effect and an increase in the commodity prices category,
partially offset by decreases in the equity prices and currency rates
categories.
During the nine months ended September 2021, the firmwide VaR risk limit was not
exceeded, raised or reduced, and there were no permanent or temporary changes to
the firmwide VaR risk limit. During 2020, the firmwide VaR risk limit was
exceeded on 16 occasions (all of which occurred during the first half of 2020),
primarily due to higher levels of volatility. There were no permanent changes to
the firmwide VaR risk limit during this period. However, there were temporary
increases to the firmwide VaR risk limit as a result of the market environment
in 2020.
The table below presents our high and low VaR.

                                               Three Months Ended

                     September 2021                June 2021                September 2020

$ in millions          High        Low            High       Low              High        Low
Categories
Interest rates          $74        $50            $ 74       $58              $ 99        $59
Equity prices           $48        $33            $ 57       $37              $ 75        $42
Currency rates          $16        $ 8            $ 17       $10              $ 32        $16
Commodity prices        $33        $15            $ 32       $15              $ 37        $17

Firmwide
VaR                     $95        $74            $101       $81              $125        $77

The chart below presents our daily VaR for the nine months ended September 2021.


                               [[Image Removed]]

The table below presents, by number of business days, the frequency distribution of our daily net revenues for positions included in VaR.



                     Three Months                  Nine Months
                   Ended September               Ended September

$ in millions        2021        2020              2021        2020
>$100                  13           4                47          44
$75 - $100             11           9                39          30
$50 - $75              11          21                30          34
$25 - $50              10          17                26          39
$0 - $25               11           8                31          25
$(25) - $0              7           3                14           9
$(50) - $(25)           -           2                 -           4
$(75) - $(50)           -           -                 -           2
$(100) - $(75)          -           -                 -           2
<$(100)                 1           -                 1           -
Total                  64          64               188         189



145   Goldman Sachs September 2021 Form 10-Q


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  Table of Contents
THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis

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 one occasion during the three months ended
September 2021 and did not exceed our 95%
one-day
VaR during the three months ended September 2020.
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.

                                  As of

                  September          June       September
$ in millions          2021          2021            2020
Equity               $2,034        $2,096          $1,760
Debt                  2,385         2,429           2,391
Total                $4,419        $4,525          $4,151


In the table above:

• The market risk of these positions is determined by estimating the potential

reduction in net revenues of a 10% decline in the value of these positions.

• Equity positions relate to private and restricted public equity securities,

including interests in funds that invest in corporate equities and real estate

and interests in hedge funds.

• Debt positions include interests in funds that invest in corporate mezzanine

and senior debt instruments, loans backed by commercial and residential real

estate, corporate bank loans and other corporate debt, including acquired

portfolios of distressed loans.

• 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 across asset

categories or across other market risk measures.




Credit and Funding Spread Sensitivity on Derivatives and Financial Liabilities.
VaR excludes the impact of changes in counterparty credit spreads, our own
credit spreads and unsecured funding spreads on derivatives, as well as changes
in our own credit spreads (debt valuation adjustment) on financial liabilities
for which the fair value option was elected. The estimated sensitivity to a one
basis point increase in credit spreads (counterparty and our own) and unsecured
funding spreads on derivatives (including hedges) was a loss of $2 million as of
both September 2021 and June 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 $32 million as of
September 2021 and $31 million as of June 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.
Interest Rate Sensitivity.
Loans accounted for at amortized cost were $126.03 billion as of September 2021
and $116.04 billion as of June 2021, substantially all of which had floating
interest rates. The estimated sensitivity to a 100 basis point increase in
interest rates on such loans was $880 million as of September 2021 and
$826 million as of June 2021 of additional interest income over a twelve-month
period, which does not take into account the potential impact of an increase in
costs to fund such loans. See Note 9 to the consolidated financial statements
for further information about loans accounted for at amortized cost.
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.

Goldman Sachs September 2021 Form 10-Q 146

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  Table of Contents
THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis

Financial Statement Linkages to Market Risk Measures
We employ a variety of risk measures, each described in the respective sections
above, to monitor market risk across the consolidated balance sheets and
consolidated statements of earnings. The related gains and losses on these
positions are included in market making, other principal transactions, interest
income and interest expense in the consolidated statements of earnings, and debt
valuation adjustment in the consolidated statements of comprehensive income.
The table below presents certain assets and liabilities 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, at fair value VaR

Customer and other receivables, at fair value 10% Sensitivity Measures



Trading assets                                  VaR
                                                Credit Spread Sensitivity

Investments, at fair value                      VaR
                                                10% Sensitivity Measures

Loans                                           VaR
                                                10% Sensitivity Measures
                                                Interest Rate Sensitivity

Deposits, at fair value                         VaR
                                                Credit Spread Sensitivity

Collateralized financings, at fair value VaR



Trading liabilities                             VaR
                                                Credit Spread Sensitivity

Unsecured borrowings, at fair value             VaR
                                                Credit Spread Sensitivity


Credit Risk Management
Overview
Credit risk represents the potential for loss due to the default or
deterioration in credit quality of a counterparty (e.g., an OTC derivatives
counterparty or a borrower) or an issuer of securities or other instruments we
hold. Our exposure to credit risk comes mostly from client transactions in OTC
derivatives and loans and lending commitments. Credit risk also comes from cash
placed with banks, securities financing transactions (i.e., resale and
repurchase agreements and securities borrowing and lending activities) and
customer and other receivables.
Credit Risk, which is independent of our revenue-producing units and reports to
our chief risk officer, has primary responsibility for assessing, monitoring and
managing our credit risk through firmwide oversight across our global
businesses. In addition, we hold other positions that give rise to credit risk
(e.g., bonds and secondary bank loans). These credit risks are captured as a
component of market risk measures, which are monitored and managed by Market
Risk. We also enter into derivatives to manage market risk exposures. Such
derivatives also give rise to credit risk, which is monitored and managed by
Credit Risk.
Credit Risk Management Process
Our process for managing credit risk includes the critical components of our
risk management framework described in the "Overview and Structure of Risk
Management," as well as the following:

• Monitoring compliance with established credit risk limits and reporting our

credit exposures and credit concentrations;





•   Establishing or approving underwriting standards;


• Assessing the likelihood that a counterparty will default on its payment


    obligations;



• Measuring our current and potential credit exposure and losses resulting from


    a counterparty default;



• Using credit risk mitigants, including collateral and hedging; and

• Maximizing recovery through active workout and restructuring of claims.




We also perform credit reviews, which include initial and ongoing analyses of
our counterparties. For substantially all of our credit exposures, the core of
our process is an annual counterparty credit review. A credit review is an
independent analysis of the capacity and willingness of a counterparty to meet
its financial obligations, resulting in an internal credit rating. The
determination of internal credit ratings also incorporates assumptions with
respect to the nature of and outlook for the counterparty's industry, and the
economic environment. 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 values, FICO credit scores and other risk factors.

147 Goldman Sachs September 2021 Form 10-Q

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

Our credit risk management systems capture credit exposure to individual
counterparties and on an aggregate basis to counterparties and their
subsidiaries. These systems also provide management with comprehensive
information about our aggregate credit risk by product, internal credit rating,
industry, country and region.
Risk Measures
We measure our credit risk based on the potential loss in the event of
non-payment
by a counterparty using current and potential exposure. For derivatives and
securities financing transactions, current exposure represents the amount
presently owed to us after taking into account applicable netting and collateral
arrangements, while potential exposure represents our estimate of the future
exposure that could arise over the life of a transaction based on market
movements within a specified confidence level. Potential exposure also takes
into account netting and collateral arrangements. For loans and lending
commitments, the primary measure is a function of the notional amount of the
position.
Stress Tests
We conduct regular stress tests to calculate the credit exposures, including
potential concentrations that would result from applying shocks to counterparty
credit ratings or credit risk factors (e.g., currency rates, interest rates,
equity prices). These shocks cover a wide range of moderate and more extreme
market movements, including shocks to multiple risk factors, consistent with the
occurrence of a severe market or economic event. In the case of sovereign
default, we estimate the direct impact of the default on our sovereign credit
exposures, changes to our credit exposures arising from potential market moves
in response to the default, and the impact of credit market deterioration on
corporate borrowers and counterparties that may result from the sovereign
default. Unlike potential exposure, which is calculated within a specified
confidence level, stress testing does not generally assume a probability of
these events occurring. We also perform firmwide stress tests. See "Overview and
Structure of Risk Management" for information about firmwide stress tests.
To supplement these regular stress tests, as described above, we also conduct
tailored stress tests on an ad hoc basis in response to specific market events
that we deem significant. We also utilize these stress tests to estimate the
indirect impact of certain hypothetical events on our country exposures, such as
the impact of credit market deterioration on corporate borrowers and
counterparties along with the shocks to the risk factors described above. The
parameters of these shocks vary based on the scenario reflected in each stress
test. We review estimated losses produced by the stress tests in order to
understand their magnitude, highlight potential loss concentrations, and assess
and mitigate our exposures where necessary.
Limits
We use credit risk limits at various levels, as well as underwriting standards
to manage the size and nature of our credit exposures. Limits for industries and
countries are based on our risk appetite and are designed to allow for regular
monitoring, review, escalation and management of credit risk concentrations. See
"Overview and Structure of Risk Management" for information about the limit
approval process.
Credit Risk is responsible for monitoring these limits, and identifying and
escalating to senior management and/or the appropriate risk committee, on a
timely basis, instances where limits have been exceeded.
Risk Mitigants
To reduce our credit exposures on derivatives and securities financing
transactions, we may enter into netting agreements with counterparties that
permit us to offset receivables and payables with such counterparties. We may
also reduce credit risk with counterparties by entering into agreements that
enable us to obtain collateral from them on an upfront or contingent basis
and/or to terminate transactions if the counterparty's credit rating falls below
a specified level. We monitor the fair value of the collateral to ensure that
our credit exposures are appropriately collateralized. We seek to minimize
exposures where there is a significant positive correlation between the
creditworthiness of our counterparties and the market value of collateral we
receive.
For loans and lending commitments, depending on the credit quality of the
borrower and other characteristics of the transaction, we employ a variety of
potential risk mitigants. Risk mitigants include collateral provisions,
guarantees, covenants, structural seniority of the bank loan claims and, for
certain lending commitments, provisions in the legal documentation that allow us
to adjust loan amounts, pricing, structure and other terms as market conditions
change. The type and structure of risk mitigants employed can significantly
influence the degree of credit risk involved in a loan or lending commitment.
When we do not have sufficient visibility into a counterparty's financial
strength or when we believe a counterparty requires support from its parent, we
may obtain third-party guarantees of the counterparty's obligations. We may also
mitigate our credit risk using credit derivatives or participation agreements.

Goldman Sachs September 2021 Form 10-Q 148

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  Table of Contents
THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis

Credit Exposures
As of September 2021, our aggregate credit exposure increased as compared with
December 2020, primarily reflecting increases in cash deposits with central
banks and loans and lending commitments. The percentage of our credit exposures
arising from
non-investment-grade
counterparties (based on our internally determined public rating agency
equivalents) decreased as compared with December 2020, primarily reflecting an
increase in investment-grade credit exposure related to cash deposits with
central banks. Our credit exposure to counterparties that defaulted during the
nine months ended September 2021 was lower as compared with our credit exposure
to counterparties that defaulted during the same prior year period, and such
exposure was primarily related to loans and lending commitments. Our credit
exposure to counterparties that defaulted during the nine months ended
September 2021 remained low, representing less than 1% of our total credit
exposure. Estimated losses associated with these defaults have been recognized
in earnings. Our credit exposures are described further below.
Cash and Cash Equivalents.
Our credit exposure on cash and cash equivalents arises from our unrestricted
cash, and includes both interest-bearing and
non-interest-bearing
deposits. To mitigate the risk of credit loss, we place substantially all of our
deposits with highly rated banks and central banks.
The table below presents our credit exposure from unrestricted cash and cash
equivalents, and the concentration by industry, region and internally determined
public rating agency equivalents.

                                                      As of

                                              September
                                                              December
$ in millions                                      2021           2020
Cash and Cash Equivalents                      $187,120       $131,324

Industry
Financial Institutions                               7%            11%
Sovereign                                           93%            89%
Total                                              100%           100%

Region
Americas                                            58%            45%
EMEA                                                33%            41%
Asia                                                 9%            14%
Total                                              100%           100%

Credit Quality (Credit Rating Equivalent)
AAA                                                 63%            44%
AA                                                  25%            38%
A                                                   11%            17%
BBB                                                  1%             1%
Total                                              100%           100%


The table above excludes cash segregated for regulatory and other purposes of
$24.71 billion as of September 2021 and $24.52 billion as of December 2020.
OTC Derivatives.
Our credit exposure on OTC derivatives arises primarily from our market-making
activities. As a market maker, we enter into derivative transactions to provide
liquidity to clients and to facilitate the transfer and hedging of their risks.
We also enter into derivatives to manage market risk exposures. We manage our
credit exposure on OTC derivatives using the credit risk process, measures,
limits and risk mitigants described above.
We generally enter into OTC derivatives transactions under bilateral collateral
arrangements that require the daily exchange of collateral. As credit risk is an
essential component of fair value, we include a credit valuation adjustment
(CVA) in the fair value of derivatives to reflect counterparty credit risk, as
described in Note 7 to the consolidated financial statements. CVA is a function
of the present value of expected exposure, the probability of counterparty
default and the assumed recovery upon default.
The table below presents our net credit exposure from OTC derivatives and the
concentration by industry and region.

                                                        As of

                                               September
                                                                December
$ in millions                                       2021            2020
OTC derivative assets                           $ 65,200        $ 64,850
Collateral (not netted under U.S. GAAP)          (17,530 )       (18,990 )
Net credit exposure                             $ 47,670        $ 45,860

Industry
Consumer & Retail                                     2%              4%
Diversified Industrials                               8%             23%
Financial Institutions                               11%             12%
Funds                                                15%             12%
Healthcare                                            1%              2%
Municipalities & Nonprofit                            5%              6%
Natural Resources & Utilities                        37%             11%
Sovereign                                             8%             14%
Technology, Media & Telecommunications               10%             12%
Other (including Special Purpose Vehicles)            3%              4%
Total                                               100%            100%

Region
Americas                                             54%             62%
EMEA                                                 37%             30%
Asia                                                  9%              8%
Total                                               100%            100%


In the table above:

• OTC derivative assets, included in the consolidated balance sheets, are

reported on a

net-by-counterparty

basis (i.e., the net receivable for a given counterparty) when a legal right

of setoff exists under an enforceable netting agreement (counterparty netting)

and are accounted for at fair value, net of cash collateral received under

enforceable credit support agreements (cash collateral netting).

• Collateral represents cash collateral and the fair value of securities

collateral, primarily U.S. and

non-U.S.

government and agency obligations, received under credit support agreements,

that we consider when determining credit risk, but such collateral is not

eligible for netting under U.S. GAAP.





149   Goldman Sachs September 2021 Form 10-Q

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  Table of Contents
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.

                                            Non-Investment-
                         Investment-
$ in millions                  Grade        Grade / Unrated            Total
As of September 2021
Less than 1 year                                                          $

                           $  27,658               $ 13,359           41,017
1 - 5 years                   22,137                 12,323           34,460
Greater than 5 years          65,130                  6,646           71,776
Total                        114,925                 32,328          147,253
Netting                      (88,989 )              (10,594 )        (99,583 )
Net credit exposure        $  25,936               $ 21,734        $  47,670

As of December 2020
Less than 1 year                  $                       $               $

                              22,332                 12,507           34,839
1 - 5 years                   23,927                 16,486           40,413
Greater than 5 years          77,653                  8,958           86,611
Total                        123,912                 37,951          161,863
Netting                     (101,691 )              (14,312 )       (116,003 )
Net credit exposure               $                       $               $

                              22,221                 23,639           45,860


In the table above:


•   Tenor is based on remaining contractual maturity.


• Netting includes counterparty netting across tenor categories and collateral

that we consider when determining credit risk (including collateral that is

not eligible for netting under U.S. GAAP). Counterparty netting within the

same tenor category is included within such tenor category.




The tables below present the distribution of our net credit exposure from OTC
derivatives by tenor and internally determined public rating agency equivalents.

                                                    Investment-Grade

$ in millions                 AAA              AA               A             BBB            Total
As of September 2021
Less than 1 year             $                  $                                               $

                              694           5,280        $ 11,544        $ 10,140           27,658
1 - 5 years                   929           2,998           9,605           8,605           22,137
Greater than 5 years       13,326           5,759          24,399          21,646           65,130
Total                      14,949          14,037          45,548          40,391          114,925
Netting                   (12,677 )        (9,816 )       (37,666 )       (28,830 )        (88,989 )
Net credit exposure                             $                                               $

                         $  2,272           4,221        $  7,882        $ 11,561           25,936

As of December 2020
Less than 1 year                $

                                                                $              $

                              532        $  4,146          11,440           6,214        $  22,332
1 - 5 years                 1,069           4,189          10,976           7,693           23,927
Greater than 5 years       16,550           7,403          28,410          25,290           77,653
Total                      18,151          15,738          50,826          39,197          123,912
Netting                   (14,364 )       (11,230 )       (44,529 )       (31,568 )       (101,691 )
Net credit exposure             $                              $               $

                            3,787        $  4,508           6,297           7,629        $  22,221



                                           Non-Investment-Grade
                                                / Unrated

$ in millions                    BB or lower        Unrated           Total
As of September 2021
Less than 1 year                                         $

                                    $ 12,465            894        $ 13,359
1 - 5 years                           12,267             56          12,323
Greater than 5 years                   6,538            108           6,646
Total                                 31,270          1,058          32,328
Netting                              (10,546 )          (48 )       (10,594 )
Net credit exposure                 $ 20,724         $1,010        $ 21,734

As of December 2020
Less than 1 year                           $             $                $

                                      11,541            966          12,507
1 - 5 years                           16,274            212          16,486
Greater than 5 years                   8,844            114           8,958
Total                                 36,659          1,292          37,951
Netting                              (14,114 )         (198 )       (14,312 )
Net credit exposure                        $                              $

                                      22,545         $1,094          23,639


Lending Activities.
We manage our lending activities using the credit risk process, measures, limits
and risk mitigants described above. Other lending positions, including secondary
trading positions, are risk-managed as a component of market risk.
The table below presents our loans and lending commitments.

                                                  Lending
$ in millions                    Loans        Commitments           Total
As of September 2021
Corporate                     $ 54,107           $164,422        $218,529
Wealth management               41,775              4,051          45,826
Commercial real estate          21,707              6,005          27,712
Residential real estate         13,359              3,018          16,377
Consumer:
Installment                      3,449                 11           3,460
Credit cards                     6,251             31,718          37,969
Other                            6,308              5,307          11,615
Total, gross                   146,956            214,532         361,488
Allowance for loan losses       (3,332 )             (833 )        (4,165 )
Total                         $143,624           $213,699        $357,323

As of December 2020
Corporate                     $ 48,659           $135,818        $184,477
Wealth management               33,023              3,103          36,126
Commercial real estate          20,290              4,268          24,558
Residential real estate          5,750              1,900           7,650
Consumer:
Installment                      3,823                  4           3,827
Credit cards                     4,270             21,640          25,910
Other                            4,174              4,842           9,016
Total, gross                   119,989            171,575         291,564
Allowance for loan losses       (3,874 )             (557 )        (4,431 )
Total                         $116,115           $171,018        $287,133


Goldman Sachs September 2021 Form 10-Q 150

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  Table of Contents
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 may be secured 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.

                                                                 Lending
$ in millions                                    Loans       Commitments          Total
As of September 2021
Corporate                                      $54,107          $164,422       $218,529

Industry
Consumer & Retail                                   6%               12%            11%
Diversified Industrials                            15%               21%            20%
Financial Institutions                              8%                7%             7%
Funds                                              19%                3%             7%
Healthcare                                          7%               10%             9%
Natural Resources & Utilities                       8%               17%            15%
Real Estate                                         6%                5%             5%
Technology, Media & Telecommunications             20%               20%    

20%


Other (including Special Purpose Vehicles)         11%                5%             6%
Total                                             100%              100%           100%

Region
Americas                                           56%               74%            69%
EMEA                                               36%               24%            27%
Asia                                                8%                2%             4%
Total                                             100%              100%           100%

Credit Quality (Credit Rating Equivalent)
AAA                                                  -                1%             1%
AA                                                  1%                4%             3%
A                                                   5%               15%            13%
BBB                                                20%               38%            33%
BB or lower                                        74%               41%            49%
Other metrics/unrated                                -                1%             1%
Total                                             100%              100%           100%

As of December 2020
Corporate                                      $48,659          $135,818       $184,477

Industry
Consumer & Retail                                   7%               14%            12%
Diversified Industrials                            17%               17%            17%
Financial Institutions                             10%                6%             7%
Funds                                              13%                3%             6%
Healthcare                                          7%               12%            11%
Natural Resources & Utilities                      12%               18%    

16%


Real Estate                                         8%                6%    

6%


Technology, Media & Telecommunications             17%               19%    

19%


Other (including Special Purpose Vehicles)          9%                5%             6%
Total                                             100%              100%           100%

Region
Americas                                           60%               70%            67%
EMEA                                               31%               28%            29%
Asia                                                9%                2%             4%
Total                                             100%              100%           100%

Credit Quality (Credit Rating Equivalent)
AAA                                                  -                1%             1%
AA                                                   -                5%             4%
A                                                   6%               19%            15%
BBB                                                13%               36%            30%
BB or lower                                        80%               38%            49%
Other metrics/unrated                               1%                1%             1%
Total                                             100%              100%           100%


In the table above, credit exposure excludes $2.76 billion as of September 2021
and $3.20 billion as of December 2020 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.
Wealth Management.
Wealth management loans and lending commitments are extended to private bank
clients, including wealth management and other clients. These loans are used to
finance investments in both financial and nonfinancial assets, bridge cash flow
timing gaps or provide liquidity for other needs. Substantially all of such
loans are secured by securities, residential real estate, commercial real estate
or other assets.
The table below presents our credit exposure from wealth management loans and
lending commitments, and the concentration by region, internally determined
public rating agency equivalents and other credit metrics.

                                            Lending
$ in millions               Loans       Commitments         Total
As of September 2021
Wealth Management         $41,775            $4,051       $45,826

Region
Americas                      86%               96%           87%
EMEA                          11%                4%           10%
Asia                           3%                 -            3%
Total                        100%              100%          100%

Credit Quality (Credit Rating Equivalent)
Investment-grade              71%               57%           70%
Non-investment-grade          13%               14%           13%
Other metrics/unrated         16%               29%           17%
Total                        100%              100%          100%

As of December 2020
Wealth Management         $33,023            $3,103       $36,126

Region
Americas                      88%               99%           89%
EMEA                          10%                1%            9%
Asia                           2%                 -            2%
Total                        100%              100%          100%

Credit Quality (Credit Rating Equivalent)
Investment-grade              67%               58%           66%
Non-investment-grade          16%               21%           17%
Other metrics/unrated         17%               21%           17%
Total                        100%              100%          100%


In the table above, other metrics/unrated loans primarily include loans backed
by residential real estate. Our risk assessment process for such loans include
reviewing certain key metrics, such as
loan-to-value
ratio and delinquency status.

151 Goldman Sachs September 2021 Form 10-Q

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  Table of Contents
THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis

Commercial Real Estate.
Commercial real estate loans and lending commitments include originated loans
and lending commitments (other than those extended to private bank clients) that
are directly or indirectly secured by hotels, retail stores, multifamily housing
complexes and commercial and industrial properties. Commercial real estate loans
and lending commitments also includes loans and lending commitments extended to
clients who warehouse assets that are directly or indirectly backed by
commercial real estate. In addition, commercial real estate includes loans
purchased by us.
The table below presents our credit exposure from commercial real estate loans
and lending commitments, and the concentration by region, internally determined
public rating agency equivalents and other credit metrics.

                                             Lending
$ in millions                Loans       Commitments         Total
As of September 2021
Commercial Real Estate     $21,707            $6,005       $27,712

Region
Americas                       75%               82%           77%
EMEA                           19%                8%           16%
Asia                            6%               10%            7%
Total                         100%              100%          100%

Credit Quality (Credit Rating Equivalent)
Investment-grade               16%               16%           16%
Non-investment-grade           82%               77%           81%
Other metrics/unrated           2%                7%            3%
Total                         100%              100%          100%

As of December 2020
Commercial Real Estate     $20,290            $4,268       $24,558

Region
Americas                       71%               65%           70%
EMEA                           19%               10%           18%
Asia                           10%               25%           12%
Total                         100%              100%          100%

Credit Quality (Credit Rating Equivalent)
Investment-grade                9%               13%           10%
Non-investment-grade           86%               87%           86%
Other metrics/unrated           5%                 -            4%
Total                         100%              100%          100%


In the table above, credit exposure includes loans and lending commitments of
$9.66 billion as of September 2021 and $7.88 billion as of December 2020 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 certain commercial real estate
loans held for securitization of $361 million as of September 2021 and
$503 million as of December 2020. Such loans are included in trading assets in
our consolidated balance sheets.
Residential Real Estate.
Residential real estate loans and lending commitments are extended to clients
(other than those extended to private bank clients) who warehouse assets that
are directly or indirectly secured by residential real estate and also includes
loans purchased by us.
The table below presents our credit exposure from residential real estate loans
and lending commitments, and the concentration by region, internally determined
public rating agency equivalents and other credit metrics.

                                              Lending
$ in millions                 Loans       Commitments         Total
As of September 2021
Residential Real Estate     $13,359            $3,018       $16,377

Region
Americas                        92%               67%           87%
EMEA                             5%               23%            8%
Asia                             3%               10%            5%
Total                          100%              100%          100%

Credit Quality (Credit Rating Equivalent)
Investment-grade                 9%               36%           14%
Non-investment-grade            83%               64%           79%
Other metrics/unrated            8%                 -            7%
Total                          100%              100%          100%

As of December 2020
Residential Real Estate     $ 5,750            $1,900       $ 7,650

Region
Americas                        88%               98%           91%
EMEA                             9%                2%            7%
Asia                             3%                 -            2%
Total                          100%              100%          100%

Credit Quality (Credit Rating Equivalent)
Investment-grade                11%                2%            9%
Non-investment-grade            67%               93%           73%
Other metrics/unrated           22%                5%           18%
Total                          100%              100%          100%


In the table above:

• Credit exposure includes loans and lending commitments of $12.80 billion as of

September 2021 and $5.71 billion as of December 2020 which are extended to


    clients who warehouse assets that are directly or indirectly secured by
    residential real estate.


• Other metrics/unrated primarily includes loans purchased by us. Our risk

assessment process for such loans includes reviewing certain key metrics, such

as

loan-to-value

ratio, delinquency status, collateral values, expected cash flows and other

risk factors.




In addition, we also have exposure to residential real estate loans held for
securitization of $8.96 billion as of September 2021 and $5.57 billion as of
December 2020. Such loans are included in trading assets in our consolidated
balance sheets.

Goldman Sachs September 2021 Form 10-Q 152

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  Table of Contents
THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis

Installment and Credit Card Lending.
We originate unsecured installment loans and credit card loans (pursuant to
revolving lines of credit) to consumers in the Americas. The credit card lines
are cancellable by us and therefore do not result in credit exposure.
The table below presents our credit exposure from originated installment and
credit card funded loans, and the concentration by the five most concentrated
U.S. states.

                          As of

                  September       December
$ in millions          2021           2020
Installment          $3,449         $3,823

California              11%            11%
Texas                    9%             9%
New York                 7%             7%
Florida                  7%             7%
Illinois                 4%             4%
Other                   62%            62%
Total                  100%           100%

Credit Cards         $6,251         $4,270

California              19%            19%
Texas                    9%             9%
New York                 8%             8%
Florida                  8%             8%
Illinois                 4%             4%
Other                   52%            52%
Total                  100%           100%


See Note 9 to the consolidated financial statements for further information
about the credit quality indicators of installment and credit card loans.
Other.
Other loans and lending commitments are extended to clients who warehouse assets
that are directly or indirectly secured by consumer loans, including auto loans
and private student loans, and other assets. Other loans also includes unsecured
consumer and credit card loans purchased by us.
The table below presents our credit exposure from other loans and lending
commitments, and the concentration by region, internally determined public
rating agency equivalents and other credit metrics.

                                           Lending
$ in millions              Loans       Commitments         Total
As of September 2021
Other                     $6,308            $5,307       $11,615

Region
Americas                     88%               92%           90%
EMEA                         10%                6%            8%
Asia                          2%                2%            2%
Total                       100%              100%          100%

Credit Quality (Credit Rating Equivalent)
Investment-grade             43%               87%           63%
Non-investment-grade         40%               13%           28%
Other metrics/unrated        17%                 -            9%
Total                       100%              100%          100%

As of December 2020
Other                     $4,174            $4,842       $ 9,016

Region
Americas                     81%               98%           90%
EMEA                         17%                 -            8%
Asia                          2%                2%            2%
Total                       100%              100%          100%

Credit Quality (Credit Rating Equivalent)
Investment-grade             44%               94%           71%
Non-investment-grade         23%                6%           14%
Other metrics/unrated        33%                 -           15%
Total                       100%              100%          100%


In the table above:

• Credit exposure includes loans and lending commitments extended to clients who

warehouse assets of $9.64 billion as of September 2021 and $7.28 billion as of


    December 2020.



• Other metrics/unrated 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 exposure to other loans held for securitization of
$307 million as of September 2021 and $420 million as of December 2020. 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. In addition, Sumitomo Mitsui Financial Group,
Inc. provides us with credit loss protection on certain approved loan
commitments.

153 Goldman Sachs September 2021 Form 10-Q

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

Securities Financing Transactions.
We enter into securities financing transactions in order to, among other things,
facilitate client activities, invest excess cash, acquire securities to cover
short positions and finance certain activities. We bear credit risk related to
resale agreements and securities borrowed only to the extent that cash advanced
or the value of securities pledged or delivered to the counterparty exceeds the
value of the collateral received. We also have credit exposure on repurchase
agreements and securities loaned to the extent that the value of securities
pledged or delivered to the counterparty for these transactions exceeds the
amount of cash or collateral received. Securities collateral for these
transactions primarily includes U.S. and
non-U.S.
government and agency obligations.
The table below presents our credit exposure from securities financing
transactions and the concentration by industry, region and internally determined
public rating agency equivalents.

                                                       As of

                                               September       December
$ in millions                                       2021           2020
Securities Financing Transactions                $37,049        $30,190

Industry
Financial Institutions                               37%            39%
Funds                                                28%            24%
Municipalities & Nonprofit                            6%             5%
Sovereign                                            28%            30%
Other (including Special Purpose Vehicles)            1%             2%
Total                                               100%           100%

Region
Americas                                             37%            33%
EMEA                                                 45%            46%
Asia                                                 18%            21%
Total                                               100%           100%

Credit Quality (Credit Rating Equivalent)
AAA                                                  11%            15%
AA                                                   31%            28%
A                                                    36%            40%
BBB                                                   9%            10%
BB or lower                                          13%             5%
Unrated                                                -             2%
Total                                               100%           100%


The table above reflects both netting agreements and collateral that we consider
when determining credit risk.
Other Credit Exposures.
We are exposed to credit risk from our receivables from brokers, dealers and
clearing organizations and customers and counterparties. Receivables from
brokers, dealers and clearing organizations primarily consist of initial margin
placed with clearing organizations and receivables related to sales of
securities which have traded, but not yet settled. These receivables generally
have minimal credit risk due to the low probability of clearing organization
default and the short-term nature of receivables related to securities
settlements. Receivables from customers and counterparties generally consist of
collateralized receivables related to customer securities transactions and
generally have minimal credit risk due to both the value of the collateral
received and the short-term nature of these receivables.
The table below presents our other credit exposures and the concentration by
industry, region and internally determined public rating agency equivalents.

                                                       As of

                                               September       December
$ in millions                                       2021           2020
Other Credit Exposures                           $54,838        $56,429

Industry
Financial Institutions                               82%            85%
Funds                                                11%             9%
Other (including Special Purpose Vehicles)            7%             6%
Total                                               100%           100%

Region
Americas                                             51%            54%
EMEA                                                 41%            35%
Asia                                                  8%            11%
Total                                               100%           100%

Credit Quality (Credit Rating Equivalent)
AAA                                                   4%             5%
AA                                                   47%            48%
A                                                    26%            27%
BBB                                                   8%             8%
BB or lower                                          14%            11%
Unrated                                               1%             1%
Total                                               100%           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.

Goldman Sachs September 2021 Form 10-Q 154

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

Country Exposures.
High external funding needs and inconsistent monetary policy have led to
significant depreciation of the Turkish Lira, prompting concerns about foreign
exchange reserves and economic instability. As of September 2021, our total
credit exposure to Turkey was $2.27 billion, which was to
non-sovereign
counterparties or borrowers. Such exposure consisted of $1.38 billion related to
OTC derivatives, $180 million related to loans and lending commitments and
$709 million related to secured receivables. After taking into consideration the
benefit of hedges and Turkish corporate and sovereign collateral, and other risk
mitigants provided by Turkish counterparties, our net credit exposure was
$338 million. In addition, our total market exposure to Turkey as of
September 2021 was $80 million, primarily to
non-sovereign
issuers or underliers. Such exposure consisted of $199 million related to debt,
$(245) million related to credit derivatives and $126 million related to
equities.
Liquidity pressures prompted the Argentine government to default and restructure
local and foreign obligations in 2020. Economic challenges persist and the
country still needs to secure new financial terms with the IMF. As of
September 2021, our total credit exposure to Argentina was $124 million, which
was to
non-sovereign
counterparties or borrowers, and was primarily related to loans and lending
commitments. In addition, our total market exposure to Argentina as of
September 2021 was $91 million, primarily to sovereign issuers or underliers.
Such exposure consisted of $95 million related to debt, $(34) million related to
credit derivatives and $30 million related to equities.
The restructuring of Lebanon's sovereign debt and sharp currency depreciation
have led to concerns about its financial and political stability. As of
September 2021, our total credit and market exposure to Lebanon was not
material.
Zambia's sovereign debt default and liquidity pressures aggravated by the
COVID-19
pandemic have led to concerns about the country's financial stability. As of
September 2021, our total credit and market exposure to Zambia was not material.
Venezuela has delayed payments on its sovereign debt and is experiencing deep
economic and social crises. As of September 2021, our total credit and market
exposure to Venezuela was not material.
We have a comprehensive framework to monitor, measure and assess our country
exposures and to determine our risk appetite. We determine the country of risk
by the location of the counterparty, issuer or underlier's assets, where they
generate 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.
Industry Exposures.
The sharp decline in economic activity as a result of the COVID-19 pandemic
resulted in a significant impact to the gaming and lodging industry. Though the
rate of recovery in gaming and lodging has accelerated during recent months, the
timing of full recovery to the
pre-pandemic
levels remains uncertain. As of September 2021, our credit exposure to gaming
and lodging companies (including hotel owners and operators) related to loans
and lending commitments was $2.82 billion ($526 million of loans and
$2.29 billion of lending commitments). Such exposure included $2.21 billion of
exposure to
non-investment-grade
counterparties ($526 million related to loans and $1.68 billion related to
lending commitments), of which 69% was secured. In addition, we extend loans
that are secured by hotel properties. As of September 2021, our exposure related
to such loans and lending commitments was $1.60 billion and was to
non-investment-grade
counterparties. In addition, we have exposure to our clients in the gaming and
lodging industry arising from derivatives. As of September 2021, our credit
exposure related to derivatives and receivables to gaming and lodging companies
was $95 million, which was to
non-investment-grade
counterparties. After taking into consideration the benefit of $62 million of
hedges, our net credit exposure was $2.85 billion. As of September 2021, our
market exposure related to gaming and lodging companies was $(296) million,
substantially all of which was to
non-investment-grade
issuers or underliers. Such exposure consisted of $(126) million related to
debt, $(483) million related to credit derivatives and $313 million related to
equities.

155 Goldman Sachs September 2021 Form 10-Q

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

Although air travel has increased from its low point of the
COVID-19
pandemic, the airline industry still faces hurdles in the path to a full
recovery. As of September 2021, our credit exposure to airline companies related
to loans and lending commitments was $1.71 billion ($572 million of loans and
$1.14 billion of lending commitments) to
non-investment-grade
counterparties, of which 86% was secured. In addition, we have exposure to our
clients in the airline industry arising from derivatives. As of September 2021,
our credit exposure related to derivatives and receivables to airline companies
was $193 million ($151 million to investment-grade counterparties and
$42 million to
non-investment-grade
counterparties). After taking into consideration the benefit of $238 million of
hedges, our net credit exposure was $1.67 billion. As of September 2021, our
market exposure related to airline companies was $82 million, substantially all
of which was to
non-investment-grade
issuers or underliers. Such exposure consisted of $147 million related to debt,
$(203) million related to credit derivatives and $138 million related to
equities.
Operational Risk Management
Overview
Operational risk is the risk of an adverse outcome resulting from inadequate or
failed internal processes, people, systems or from external events. Our exposure
to operational risk arises from routine processing errors, as well as
extraordinary incidents, such as major systems failures or legal and regulatory
matters.
Potential types of loss events related to internal and external operational risk
include:

•   Clients, products and business practices;



•   Execution, delivery and process management;



•   Business disruption and system failures;



•   Employment practices and workplace safety;



•   Damage to physical assets;



•   Internal fraud; and



•   External fraud.


Operational Risk, which is independent of our revenue-producing units and
reports to our chief risk officer, has primary responsibility for developing and
implementing a formalized framework for assessing, monitoring and managing
operational risk with the goal of maintaining our exposure to operational risk
at levels that are within our risk appetite.
Operational Risk Management Process
Our process for managing operational risk includes the critical components of
our risk management framework described in the "Overview and Structure of Risk
Management," including a comprehensive data collection process, as well as
firmwide policies and procedures, for operational risk events.
We combine
top-down
and
bottom-up
approaches to manage and measure operational risk. From a
top-down
perspective, our senior management assesses firmwide and business-level
operational risk profiles. From a
bottom-up
perspective, our first and second lines of defense are responsible for risk
identification and risk management on a
day-to-day
basis, including escalating operational risks to senior management.
We maintain a comprehensive control framework designed to provide a
well-controlled environment to minimize operational risks. The Firmwide
Operational Risk and Resilience Committee is responsible for overseeing
operational risk, and for ensuring our business and operational resilience.
Our operational risk management framework is in part designed to comply with the
operational risk measurement rules under the Capital Framework and has evolved
based on the changing needs of our businesses and regulatory guidance.
We have established policies that require all employees 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 and organize
operational risk event data and key metrics. One of our key risk identification
and 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 September 2021 Form 10-Q 156

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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
for each of our businesses. Operational risk measurement also incorporates an
assessment of business environment factors, including:

•   Evaluations of the complexity of our business activities;



•   The degree of automation in our processes;



•   New activity information;



•   The legal and regulatory environment; and


• Changes in the markets for our products and services, including the diversity

and sophistication of our customers and counterparties.




The results from these scenario analyses are used to monitor changes in
operational risk and to determine business lines that may have heightened
exposure to operational risk. These analyses are used in the determination of
the appropriate level of operational risk capital to hold. We also perform
firmwide stress tests. See "Overview and Structure of Risk Management" for
information about firmwide stress tests.
Types of Operational Risks
Increased reliance on technology and third-party relationships has resulted in
increased operational risks, such as information and cyber security risk,
third-party risk and business resilience risk. We manage those risks as follows:
Information and Cyber Security Risk.
Information and cyber security risk is the risk of compromising the
confidentiality, integrity or availability of our data and systems, leading to
an adverse impact to us, our reputation, our clients and/or the broader
financial system. We seek to minimize the occurrence and impact of unauthorized
access, disruption or use of information and/or information systems. We deploy
and operate preventive and detective controls and processes to mitigate emerging
and evolving information security and cyber security 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 the 2020
Form 10-K
for further information about information and cyber security risk.
Third-Party Risk.
Third-party risk, including vendor risk, is the risk of an adverse impact due to
reliance on third parties performing services or activities on our behalf. These
risks may include legal, regulatory, information security, reputational,
operational or any other risks inherent in engaging a third party. We identify,
manage and report key third-party risks and conduct due diligence across
multiple risk domains, including information security and cyber security,
resilience and additional third-party 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 the 2020
Form 10-K
for further information about third-party risk.
Business Resilience Risk.
Business resilience risk is the risk of disruption to our critical processes. We
monitor threats and assess risks and seek to ensure our state of readiness in
the event of a significant operational disruption to the normal operations of
our critical functions or their dependencies, such as critical facilities,
systems, third parties, data and/or personnel. We approach BCP through the lens
of business and operational resilience. The 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. The business
continuity program is comprehensive, consistent firmwide and
up-to-date,
incorporating new information, techniques and technologies as and when they
become available, and our resilience recovery plans incorporate and test
specific and measurable recovery time objectives in accordance with local market
best practices and regulatory requirements, and under specific scenarios. See
"Regulatory and Other Matters - Other Matters" for information about the impact
of the
COVID-19
pandemic. See "Business - Business Continuity and Information Security" in
Part I, Item 1 of the 2020
Form 10-K
for further information about business continuity.
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.

157 Goldman Sachs September 2021 Form 10-Q

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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 and
classification, sound model development practices, independent review and
model-specific usage controls. The Firmwide Model Risk Control Committee
oversees our model risk management framework.
Model Review and Validation Process
Model Risk consists of quantitative professionals who perform an independent
review, validation and approval of our models. This review includes an analysis
of the model documentation, independent testing, an assessment of the
appropriateness of the methodology used, and verification of compliance with
model development and implementation standards.
We regularly refine and enhance our models to reflect changes in market or
economic conditions and our business mix. All models are reviewed on an annual
basis, and new models or significant changes to existing models and their
assumptions are approved prior to implementation.
The model validation process incorporates a review of models and trade and risk
parameters across a broad range of scenarios (including extreme conditions) in
order to critically evaluate and verify:

• The model's conceptual soundness, including the reasonableness of model

assumptions, and suitability for intended use;

• The testing strategy utilized by the model developers to ensure that the

models function as intended;

• The suitability of the calculation techniques incorporated in the model;

• The model's accuracy in reflecting the characteristics of the related product

and its significant risks;





•   The model's consistency with models for similar products; and



•   The model's sensitivity to input parameters and assumptions.


See "Critical Accounting Policies - Fair Value - Review of Valuation Models,"
"Liquidity Risk Management," "Market Risk Management," "Credit Risk Management"
and "Operational Risk Management" for further information about our use of
models within these areas.
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, our Code of
Business Conduct and Ethics governing our directors, officers and employees, and
our Sustainability Report. 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) DFAST results; (iv) the public portion of our resolution plan submission;
(v) our Pillar 3 disclosure; and (vi) our average daily LCR.

Goldman Sachs September 2021 Form 10-Q 158

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

Investor Relations can be contacted at The Goldman Sachs Group, Inc., 200 West
Street, 29th Floor, New York, New York 10282, Attn: Investor Relations,
telephone:
212-902-0300,
e-mail:
gs-investor-relations@gs.com
. We use the following, as well as other social media channels, to disclose
public information to investors, the media and others:

• Our website (


    www.goldmansachs.com
    );


• Our 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-Q.
Forward-Looking Statements
We have included in this
Form 10-Q,
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. 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 and liquidity in these forward-looking statements. Important
factors that could cause our results, financial condition, liquidity and capital
actions to differ from those in these statements include, among others, those
described below and in "Risk Factors" in Part I, Item 1A of the 2020
Form 10-K.
These statements may relate to, among other things, (i) our future plans and
results, including our target ROE, ROTE, efficiency ratio and CET1 capital
ratio, and how they can be achieved, (ii) trends in or growth opportunities for
our businesses, including the timing, costs, profitability, benefits and other
aspects of business and strategic initiatives and their impact on our efficiency
ratio, (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 transaction backlog, (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 consumer and transaction banking businesses,
(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 consumer financial
products, (x) our planned 2021 benchmark debt issuances, (xi) the amount,
composition and location of GCLA we expect to hold, (xii) our credit exposures,
(xiii) our expected provisions for credit losses (including those related to our
planned
co-branded
credit card relationship with General Motors), (xiv) the adequacy of our
allowance for credit losses, (xv) the projected growth of our installment loan
and credit card businesses, (xvi) the objectives and effectiveness of our BCP
strategy, information security program, risk management and liquidity policies,
(xvii) our resolution plan and strategy and their implications for stakeholders,
(xviii) the design and effectiveness of our resolution capital and liquidity
models and triggers and alerts framework, (xix) the results of stress tests,
(xx) the effect of changes to regulations, and our future status, activities or
reporting under banking and financial regulation, (xxi) our expected tax rate,
(xxii) the future state of our liquidity and regulatory capital ratios, and our
prospective capital distributions (including dividends and repurchases), (xxiii)
our expected SCB and
G-SIB
surcharge, (xxiv) legal proceedings, governmental investigations or other
contingencies, (xxv) the asset recovery guarantee and our remediation activities
related to our 1Malaysia Development Berhad (1MDB) settlements, (xxvi) the
replacement of IBORs and our transition to alternative risk-free reference
rates, (xxvii) the impact of the
COVID-19
pandemic on our business, results, financial position and liquidity,
(xxviii) the effectiveness of our management of our human capital, including our
diversity goals, (xxix) our plans for our people to return to our offices,
(xxx) future inflation and (xxxi) our announced acquisitions of the General
Motors
co-branded
credit card portfolio, NN Investment Partners and GreenSky.

159 Goldman Sachs September 2021 Form 10-Q

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

Statements about our target ROE, ROTE, efficiency ratio and expense savings, and
how they can be achieved, are based on our current expectations regarding our
business prospects and are subject to the risk that we may be unable to achieve
our targets due to, among other things, changes in our business mix, lower
profitability of new business initiatives, increases in technology and other
costs to launch and bring new business initiatives to scale, and increases in
liquidity requirements.
Statements about our target ROE, ROTE and CET1 capital ratio, and how they can
be achieved, are based on our current expectations regarding the capital
requirements applicable to us and are subject to the risk that our actual
capital requirements may be higher than currently anticipated because of, among
other factors, changes in the regulatory capital requirements applicable to us
resulting from changes in regulations or the interpretation or application of
existing regulations or changes in the nature and composition of our activities.
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
results may differ, possibly materially, from current expectations due to, among
other things, a delay in the timing of these initiatives, increased competition
and an inability to reduce expenses and grow businesses with durable revenues.
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 business initiatives reach
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.
Statements about our investment banking transaction backlog 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 of hostilities, volatility in the securities markets or an adverse
development with respect to the issuer of the securities and, for financial
advisory transactions, a decline in the securities markets, an inability to
obtain adequate financing, an adverse development with respect to a party to the
transaction or a failure to obtain a required regulatory approval. For
information about other important factors that could adversely affect our
investment banking transactions, see "Risk Factors" in Part I, Item 1A of the
2020
Form 10-K.
Statements about the projected growth of our deposits and other funding, asset
liability management and funding strategies and related interest expense
savings, and our installment loan and credit card businesses, 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 2021 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 (including those
related to our planned
co-branded
credit card relationship with General Motors) 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.

Goldman Sachs September 2021 Form 10-Q 160

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

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, 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.
Statements about the future state of our liquidity and regulatory capital ratios
(including our SCB and
G-SIB
surcharge), and our prospective capital distributions (including dividends and
repurchases), are subject to the risk that our actual liquidity, regulatory
capital ratios and capital distributions may differ, possibly materially, from
what is currently expected due to, among other things, the need to use capital
to support clients, increased regulatory requirements resulting from changes in
regulations or the interpretation or application of existing regulations,
results of applicable supervisory stress tests and changes to the composition of
our balance sheet.
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 assets and proceeds from assets seized and returned to the Government
of Malaysia may be less than currently anticipated. Statements about the
progress or the status of remediation activities relating to 1MDB are based on
our expectations regarding our current remediation plans. Accordingly, our
ability to complete the remediation activities may change, possibly materially,
from what is currently expected.
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 plans for our people to return to our offices are based on
our current expectations and that return may be delayed due to, among other
factors, future events that are unpredictable, including the course of the
COVID-19
pandemic, responses of governmental authorities and the availability, use and
effectiveness of vaccines.
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 our announced acquisitions of the General Motors
co-branded
credit card portfolio, NN Investment Partners and GreenSky are subject to the
risk that the transactions may not close on the timeline contemplated or at all,
including due to a failure to obtain requisite regulatory approval and, in the
case of GreenSky, shareholder approval, as well as the risk that we may be
unable to realize the expected benefits of the acquisitions and the risk that
integrating the General Motors
co-branded
credit card portfolio, NN Investment Partners and GreenSky, into our business
may be more difficult, time-consuming or expensive than expected.

161 Goldman Sachs September 2021 Form 10-Q

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